UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
COMMISSION FILE NUMBER:
(Exact name of registrant as specified in its charter)
(State of incorporation) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No
The issuer had
AB PRIVATE CREDIT INVESTORS CORPORATION
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2024
Table of Contents
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INDEX |
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PAGE |
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PART I. |
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3 |
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Item 1. |
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3 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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63 |
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Item 3. |
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79 |
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Item 4. |
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80 |
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PART II. |
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81 |
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Item 1. |
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81 |
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Item 1A. |
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81 |
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Item 2. |
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81 |
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Item 3. |
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81 |
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Item 4. |
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81 |
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Item 5. |
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81 |
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Item 6. |
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82 |
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83 |
2
Item 1. Consolidated Financial Statements
AB Private Credit Investors Corporation
Consolidated Statements of Assets and Liabilities
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As of |
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As of |
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Assets |
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Investments, at fair value |
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Non-controlled/non-affiliated investments (amortized cost of $ |
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$ |
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$ |
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Non-controlled affiliated investments (amortized cost of $ |
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Total investments, at fair value (amortized cost of $ |
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Cash and cash equivalents |
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Interest receivable |
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Deferred financing costs |
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Receivable for fund shares |
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Receivable for investments sold |
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Total assets |
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$ |
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$ |
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Liabilities |
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Notes payable (net of unamortized discount of $ |
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$ |
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$ |
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Credit facility payable |
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Secured borrowings |
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Interest and borrowing expenses payable |
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Payable for investments purchased |
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Payable for fund shares repurchased |
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Distribution payable |
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Management fees payable |
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Incentive fee payable |
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Professional fees payable |
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Administrator and custodian fees payable |
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Payable to Adviser |
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Accrued tax liability |
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Accrued expenses and other liabilities |
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Transfer agent fees payable |
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Total Liabilities |
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$ |
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$ |
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Net Assets |
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Common stock, par value $ |
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Paid-in capital in excess of par value |
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Distributable earnings (accumulated loss) |
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( |
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Total net assets of AB Private Credit Investors Corporation |
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$ |
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$ |
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Non-Controlling Interest in ABPCIC Equity Holdings, LLC |
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$ |
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$ |
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Total net assets |
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$ |
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$ |
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Total liabilities and net assets |
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$ |
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$ |
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Net asset value per share of AB Private Credit Investors Corporation |
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$ |
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$ |
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See notes to unaudited consolidated financial statements.
3
AB Private Credit Investors Corporation
Unaudited Consolidated Statements of Operations
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For the three months ended |
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For the nine months ended |
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Investment Income |
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2024 |
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2023 |
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2024 |
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2023 |
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From non-controlled/non-affiliated investments: |
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Interest income, net of amortization/accretion |
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$ |
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$ |
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$ |
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$ |
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Payment-in-kind interest |
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Dividend income |
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Total investment income |
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Expenses: |
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Interest and borrowing expenses |
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Management fees |
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Income-based incentive fee |
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Professional fees |
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Other expenses |
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Administration and custodian fees |
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Insurance expenses |
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Directors’ fees |
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Transfer agent fees |
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Total expenses |
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Net investment income before taxes |
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Income tax expense, including excise tax |
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Net investment income after tax |
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Net realized and change in unrealized gains (losses) on |
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Net realized gain (loss) from: |
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Non-controlled/non-affiliated investments |
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( |
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Net change in unrealized appreciation (depreciation) from: |
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Non-controlled/non-affiliated investments |
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( |
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Non-controlled affiliated investments |
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Controlled affiliated investments |
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Net realized and change in unrealized gains (losses) on |
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( |
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Net increase in net assets resulting from operations |
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Less: Net increase (decrease) in net assets resulting from |
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$ |
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$ |
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$ |
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$ |
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Net increase in net assets resulting from operations related |
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Net investment income per share (basic and diluted): |
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Net investment income per share (basic and diluted): |
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$ |
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$ |
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$ |
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$ |
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Earnings per share (basic and diluted): |
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Weighted average shares outstanding: |
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See notes to unaudited consolidated financial statements.
4
AB Private Credit Investors Corporation
Unaudited Consolidated Statements of Changes in Net Assets
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Common Units |
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Shares |
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Par |
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Paid in |
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Distributable |
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Non- |
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Total |
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Net assets at June 30, 2024 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Increase (decrease) in net assets resulting from operations: |
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Net investment income |
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— |
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— |
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— |
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( |
) |
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Net realized gain (loss) on investments |
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— |
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— |
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— |
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— |
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Net change in unrealized appreciation (depreciation) on investments |
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— |
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— |
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— |
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( |
) |
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( |
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Capital transactions: |
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Issuance of common stock |
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— |
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— |
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Contribution of non-controlling interest into ABPCIC Equity Holdings, LLC |
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— |
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— |
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— |
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— |
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Issuance of common shares pursuant to distribution reinvestment plan |
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— |
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— |
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Repurchase of common stock |
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( |
) |
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( |
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( |
) |
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— |
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— |
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( |
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Distributions to stockholders |
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— |
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— |
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— |
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( |
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— |
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( |
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Total increase (decrease) for the three months ended September 30, 2024 |
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( |
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Net assets at September 30, 2024 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Distributions declared per share |
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— |
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— |
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— |
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$ |
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— |
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$ |
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Net assets at December 31, 2023 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Increase (decrease) in net assets resulting from net investment income operations: |
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Net investment income |
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— |
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— |
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— |
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$ |
( |
) |
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Net realized gain (loss) on investments |
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— |
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— |
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— |
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— |
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Net change in unrealized appreciation (depreciation) on investments |
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— |
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— |
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— |
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Capital transactions: |
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Issuance of common stock |
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— |
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— |
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Contribution of non-controlling interest into ABPCIC Equity Holdings, LLC |
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— |
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— |
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— |
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— |
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Issuance of common shares pursuant to distribution reinvestment plan |
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— |
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— |
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Repurchase of common stock |
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( |
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( |
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( |
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— |
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— |
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( |
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Distributions to stockholders |
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— |
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— |
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— |
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( |
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— |
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( |
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Total increase (decrease) for the nine months ended September 30, 2024 |
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Net assets at September 30, 2024 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Distributions declared per share |
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— |
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— |
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— |
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$ |
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— |
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$ |
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See notes to unaudited consolidated financial statements.
5
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Common Units |
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Shares |
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Par |
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Paid in |
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Distributable |
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Non- |
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Total |
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Net assets at June 30, 2023 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Increase (decrease) in net assets resulting from operations: |
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Net investment income |
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— |
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— |
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— |
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( |
) |
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Net realized gain (loss) on investments |
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— |
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— |
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— |
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— |
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Net change in unrealized appreciation (depreciation) on investments |
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— |
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— |
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— |
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Capital transactions: |
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Issuance of common stock |
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— |
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— |
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Contribution of non-controlling interest into ABPCIC Equity Holdings, LLC |
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— |
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— |
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— |
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Issuance of common shares pursuant to distribution reinvestment plan |
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( |
) |
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— |
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— |
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Repurchase of common stock |
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— |
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( |
) |
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( |
) |
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— |
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— |
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( |
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Distributions to stockholders |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
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Total increase (decrease) for the three months ended September 30, 2023 |
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Net assets at September 30, 2023 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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Distributions declared per share |
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— |
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— |
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— |
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$ |
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— |
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$ |
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Net assets at December 31, 2022 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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Increase (decrease) in net assets resulting from net |
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Net investment income |
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— |
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— |
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— |
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( |
) |
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Net realized gain (loss) on investments |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
||||
Net change in unrealized appreciation (depreciation) on investments |
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— |
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— |
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— |
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|
|
|
|
||||||
Capital transactions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Issuance of common stock |
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
|
|
||||||
Contribution of non-controlling interest into ABPCIC Equity Holdings, LLC |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
||||||
Issuance of common shares pursuant to distribution reinvestment plan |
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
|
|
||||||
Repurchase of common stock |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
— |
|
|
— |
|
|
|
( |
) |
||
Distributions to stockholders |
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
— |
|
|
|
( |
) |
||||
Total increase (decrease) for the nine months ended September 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
See notes to unaudited consolidated financial statements.
6
AB Private Credit Investors Corporation
Unaudited Consolidated Statements of Cash Flows
|
|
Nine months ended |
|
|
Nine Months Ended |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net increase (decrease) in net assets resulting from operations |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net increase (decrease) in net assets resulting |
|
|
|
|
|
|
||
Purchases of investments |
|
|
( |
) |
|
|
( |
) |
Payment-in-kind investments |
|
|
( |
) |
|
|
( |
) |
Proceeds from sales of investments and principal repayments |
|
|
|
|
|
|
||
Net realized (gain) loss on investments |
|
|
( |
) |
|
|
|
|
Net change in unrealized (appreciation) depreciation on investments |
|
|
( |
) |
|
|
( |
) |
Amortization of premium and accretion of discount, net |
|
|
( |
) |
|
|
( |
) |
Amortization of discount, debt issuance and deferred financing costs |
|
|
|
|
|
|
||
Increase or decrease in operating assets and liabilities: |
|
|
|
|
|
|
||
(Increase) decrease in receivable for investments sold |
|
|
( |
) |
|
|
|
|
(Increase) decrease in interest receivable |
|
|
( |
) |
|
|
|
|
(Increase) decrease in investment in underlying portfolios paid in |
|
|
|
|
( |
) |
||
(Increase) decrease in prepaid expenses |
|
|
|
|
|
|||
Increase (decrease) in management fees payable |
|
|
|
|
|
|
||
Increase (decrease) in payable to Adviser |
|
|
( |
) |
|
|
( |
) |
Increase (decrease) in administrator and custodian fees payable |
|
|
( |
) |
|
|
( |
) |
Increase (decrease) in professional fees payable |
|
|
|
|
|
( |
) |
|
Increase (decrease) in accrued tax liability |
|
|
( |
) |
|
|
( |
) |
Increase (decrease) in incentive fee payable |
|
|
|
|
|
|
||
Increase (decrease) in directors’ fees payable |
|
|
|
|
|
|
||
Increase (decrease) in payable for investments purchased |
|
|
|
|
|
( |
) |
|
Increase (decrease) in transfer agent fees payable |
|
|
|
|
|
|
||
Increase (decrease) in interest and borrowing expenses payable |
|
|
|
|
|
|
||
Increase (decrease) in accrued expenses and other liabilities |
|
|
|
|
|
|
||
Net cash provided by (used for) operating activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities |
|
|
|
|
|
|
||
Issuance of common stock |
|
|
|
|
|
|
||
Repurchase of common stock |
|
|
( |
) |
|
|
( |
) |
Distributions paid |
|
|
( |
) |
|
|
( |
) |
Financing costs paid |
|
|
( |
) |
|
|
( |
) |
Borrowings on notes |
|
|
|
|
|
|
||
Borrowings on credit facility |
|
|
|
|
|
|
||
Repayments of credit facility |
|
|
( |
) |
|
|
( |
) |
Proceeds on secured borrowings |
|
|
|
|
|
|
||
Repayments on secured borrowings |
|
|
( |
) |
|
|
( |
) |
Contribution of Non-Controlling Interest into ABPCIC Equity Holdings, |
|
|
|
|
|
|
||
Net cash provided by (used for) financing activities |
|
|
|
|
|
|
||
Net increase in (decrease) in cash |
|
|
|
|
|
|
||
Cash and cash equivalents, beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents, end of period |
|
|
|
|
|
|
||
Supplemental and non-cash financing activities |
|
|
|
|
|
|
||
Cash paid during the period for interest |
|
$ |
|
|
$ |
|
||
Issuance of common shares pursuant to distribution reinvestment plan |
|
|
|
|
$ |
|
||
State taxes paid |
|
$ |
|
|
$ |
|
||
See notes to unaudited consolidated financial statements.
7
AB Private Credit Investors Corporation
Unaudited Consolidated Schedule of Investments as of September 30, 2024
Portfolio Company |
|
Industry |
|
Facility Type |
|
Interest |
|
Maturity |
|
Funded Par |
|
|
Cost |
|
|
Fair Value |
|
|
Tickmarks |
|||
Investments at Fair Value — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)(2)(3)(4) |
|||
US Corporate Debt — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4) |
|||
1st Lien/Senior Secured Debt — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
123.Net, LLC |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
123.Net, LLC |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
AAH Topco, LLC |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
AAH Topco, LLC |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
AAH Topco, LLC |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
AAH Topco, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Accelerate Resources Operating, LLC |
|
Energy |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Accelerate Resources Operating, LLC |
|
Energy |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Accelerate Resources Operating, LLC |
|
Energy |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Accelerate Resources Operating, LLC |
|
Energy |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Activ Software Holdings, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Activ Software Holdings, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Activ Software Holdings, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Activ Software Holdings, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Admiral Buyer, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Admiral Buyer, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Admiral Buyer, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Admiral Buyer, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Airwavz Solutions Inc. |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Airwavz Solutions Inc. |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Airwavz Solutions Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Airwavz Solutions Inc. |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Amercare Royal LLC |
|
Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amercare Royal LLC |
|
Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(7) |
|||
Amercare Royal LLC |
|
Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amercare Royal LLC |
|
Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
American Physician Partners, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(16) |
|||||
American Physician Partners, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(16) |
|||||
American Physician Partners, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(16) |
|||||
American Physician Partners, LLC |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15)16) |
|||||
American Physician Partners, LLC |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(16) |
|||||
American Physician Partners, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(16) |
|||||
American Physician Partners, LLC |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(16) |
|||||
AMI US Holdings Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
AMI US Holdings Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Ampler QSR Holdings LLC |
|
Consumer Non-Cyclical |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
AOM Acquisition, LLC |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
AOM Acquisition, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
AOM Acquisition, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Artifact Bidco, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Artifact Bidco, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Artifact Bidco, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Artifact Bidco, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Avalara, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Avalara, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Avant Communications, LLC |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
See notes to Unaudited Consolidated Financial Statements
8
AB Private Credit Investors Corporation
Unaudited Consolidated Schedule of Investments as of September 30, 2024
Portfolio Company |
|
Industry |
|
Facility Type |
|
Interest |
|
Maturity |
|
Funded Par |
|
|
Cost |
|
|
Fair Value |
|
|
Tickmarks |
|||
Avant Communications, LLC |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Azurite Intermediate Holdings, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Azurite Intermediate Holdings, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Azurite Intermediate Holdings, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
MedMark Services, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
MedMark Services, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Blink Holdings, Inc. |
|
Consumer Non-Cyclical |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(16) |
|||||
Blink Holdings, Inc. |
|
Consumer Non-Cyclical |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(16) |
|||||
Blink Holdings, Inc. |
|
Consumer Non-Cyclical |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(16) |
|||||
Blink Holdings, Inc. |
|
Consumer Non-Cyclical |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(16) |
|||||
Blink Holdings, Inc. |
|
Consumer Non-Cyclical |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(16) |
|||||
Bonterra LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Bonterra LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Bonterra LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Bonterra LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Bridgepointe Technologies, LLC |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Bridgepointe Technologies, LLC |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Bridgepointe Technologies, LLC |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Bridgepointe Technologies, LLC |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Bridgepointe Technologies, LLC |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Bridgepointe Technologies, LLC |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Bridgepointe Technologies, LLC |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Bridgepointe Technologies, LLC |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Bridgepointe Technologies, LLC |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Brightspot Buyer, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Brightspot Buyer, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Brightspot Buyer, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
BRP2 HOLD JONQUIL, INC. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
BRP2 HOLD JONQUIL, INC. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
BRP2 HOLD JONQUIL, INC. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
BSI2 Hold Nettle, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
BSI2 Hold Nettle, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
BSI2 Hold Nettle, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Businessolver.com, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Businessolver.com, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
BV EMS Buyer, Inc |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
BV EMS Buyer, Inc |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
BV EMS Buyer, Inc |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
BV EMS Buyer, Inc |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
CallTower, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
CallTower, Inc. |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
CallTower, Inc. |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Caregiver 2, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Caregiver 2, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
The Center for Orthopedic and Research Excellence, Inc. |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
See notes to Unaudited Consolidated Financial Statements
9
AB Private Credit Investors Corporation
Unaudited Consolidated Schedule of Investments as of September 30, 2024
{}
Portfolio Company |
|
Industry |
|
Facility Type |
|
Interest |
|
Maturity |
|
Funded Par |
|
|
Cost |
|
|
Fair Value |
|
|
Tickmarks |
|||
The Center for Orthopedic and Research Excellence, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
The Center for Orthopedic and Research Excellence, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Cerifi, LLC |
|
Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Cerifi, LLC |
|
Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Choice Health at Home, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Choice Health at Home, LLC |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
CHV Holdings LLC |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
CHV Holdings LLC |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Colo Holdings LLC |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Coding Solutions Acquisition, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Coding Solutions Acquisition, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Coding Solutions Acquisition, Inc. |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Community Based Care Acquisition, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Community Based Care Acquisition, Inc. |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Community Based Care Acquisition, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Community Based Care Acquisition, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Community Based Care Acquisition, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Coretelligent Intermediate LLC |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Coretelligent Intermediate LLC |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Coretelligent Intermediate LLC |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Coupa Holdings, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Coupa Holdings, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Coupa Holdings, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Crewline Buyer, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Crewline Buyer, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Datacor, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Datacor, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Datacor, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Delaware Valley Management Holdings, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(5)(16) |
|||||
Delaware Valley Management Holdings, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(5)(16) |
|||||
Delaware Valley Management Holdings, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(5)(16) |
|||||
Delaware Valley Management Holdings, Inc. |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(5)(6)(16) |
|||||
Mr. Greens Intermediate, LLC |
|
Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Mr. Greens Intermediate, LLC |
|
Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Mr. Greens Intermediate, LLC |
|
Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Dispatchtrack, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Dispatchtrack, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Dorado Buyer LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Dorado Buyer LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Dorado Buyer LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Enverus Holdings, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Duetto Research, Inc |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Duetto Research, Inc |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Duetto Research, Inc |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
EET Buyer, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
EET Buyer, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
EET Buyer, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
EET Buyer, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
See notes to Unaudited Consolidated Financial Statements
10
AB Private Credit Investors Corporation
Unaudited Consolidated Schedule of Investments as of September 30, 2024
Portfolio Company |
|
Industry |
|
Facility Type |
|
Interest |
|
Maturity |
|
Funded Par |
|
|
Cost |
|
|
Fair Value |
|
|
Tickmarks |
|||
Engage2Excel, Inc. |
|
Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Engage2Excel, Inc. |
|
Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Enverus Holdings, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Enverus Holdings, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Evolveip, LLC |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(16) |
|||||
Evolveip, LLC |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15)(16) |
|||||
Evolveip, LLC |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15)(16) |
|||||
Exterro, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Exterro, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Exterro, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Exterro, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Faithlife, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Faithlife, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Faithlife, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
FH MD Buyer, Inc |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Firebird Midco, Inc |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Firebird Midco, Inc |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
FirstDigital Communications, LLC |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
FirstDigital Communications, LLC |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Foundation Risk Partners, Corp. |
|
Financials |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Foundation Risk Partners, Corp. |
|
Financials |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Foundation Risk Partners, Corp. |
|
Financials |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Foundation Risk Partners, Corp. |
|
Financials |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Foundation Risk Partners, Corp. |
|
Financials |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Fullsteam Operations, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Fullsteam Operations, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Fullsteam Operations, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Fullsteam Operations, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Fullsteam Operations, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Fullsteam Operations, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Fusion Holding, Corp. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Fusion Holding, Corp. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Dearborn TopCo, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Dearborn TopCo, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
G Treasury SS LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
G Treasury SS LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
G Treasury SS LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
G Treasury SS LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Galway Borrower LLC |
|
Financials |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Galway Borrower LLC |
|
Financials |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Galway Borrower LLC |
|
Financials |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
GH Parent Holdings Inc. |
|
Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
GHA Buyer, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
GHA Buyer, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
GHA Buyer, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
GHA Buyer, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Delayed Draw Term Loan
See notes to Unaudited Consolidated Financial Statements
11
AB Private Credit Investors Corporation
Unaudited Consolidated Schedule of Investments as of September 30, 2024
Portfolio Company |
|
Industry |
|
Facility Type |
|
Interest |
|
Maturity |
|
Funded Par |
|
|
Cost |
|
|
Fair Value |
|
|
Tickmarks |
|||
GHA Buyer, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
GHA Buyer, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
GHA Buyer, Inc. |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Greenhouse Software, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Greenhouse Software, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Greenhouse Software, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Greenhouse Software, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Greenlight Intermediate II, Inc. |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Greenlight Intermediate II, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Greenlight Intermediate II, Inc. |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Gryphon-Redwood Acquisition LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Gryphon-Redwood Acquisition LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
GS AcquisitionCo, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
GS AcquisitionCo, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
GS AcquisitionCo, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Heartland PPC Buyer LLC |
|
Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Heartland PPC Buyer LLC |
|
Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Heartland PPC Buyer LLC |
|
Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Higginbotham Insurance Agency, Inc. |
|
Financials |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
HireVue, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
HireVue, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Honor HN Buyer, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Honor HN Buyer, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Honor HN Buyer, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Honor HN Buyer, Inc. |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Honor HN Buyer, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Iodine Software, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Iodine Software, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Iodine Software, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Iodine Software, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
JS Parent, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
JS Parent, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Kalkomey Borrower, LLC |
|
Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Kalkomey Borrower, LLC |
|
Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Kalkomey Borrower, LLC |
|
Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Kaseya Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Kaseya Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Kaseya Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Krispy Krunchy Foods, L.L.C. |
|
Consumer Non-Cyclical |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Lotus HPI Buyer, Inc |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Lotus HPI Buyer, Inc |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Lotus HPI Buyer, Inc |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Magaya Corporation |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Magaya Corporation |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Magaya Corporation |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Mastery Acquisition Corp. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Mastery Acquisition Corp. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Mastery Acquisition Corp. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
See notes to Unaudited Consolidated Financial Statements
12
AB Private Credit Investors Corporation
Unaudited Consolidated Schedule of Investments as of September 30, 2024
Mastery Acquisition Corp. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Mavenlink, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Mavenlink, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
MBS Holdings, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
MBS Holdings, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
MBS Holdings, Inc. |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
MBS Holdings, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
MedBridge Holdings, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
MedBridge Holdings, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
MedBridge Holdings, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Medical Management Resource Group, L.L.C. |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Medical Management Resource Group, L.L.C. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Medical Management Resource Group, L.L.C. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Medsuite Purchaser, LLC (FKA Millin Purchaser, LLC) |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Medsuite Purchaser, LLC (FKA Millin Purchaser, LLC) |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Medsuite Purchaser, LLC (FKA Millin Purchaser, LLC) |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
MMP Intermediate, LLC |
|
Consumer Non-Cyclical |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
MMP Intermediate, LLC |
|
Consumer Non-Cyclical |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
MMP Intermediate, LLC |
|
Consumer Non-Cyclical |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Moon Buyer, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Moon Buyer, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Moon Buyer, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
MSM Acquisitions, Inc. |
|
Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
MSM Acquisitions, Inc. |
|
Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
MSM Acquisitions, Inc. |
|
Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
MSM Acquisitions, Inc. |
|
Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
MSP Global Holdings, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
MSP Global Holdings, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
MSP Global Holdings, Inc. |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
MSP Global Holdings, Inc. |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
MSP Global Holdings, Inc. |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
MyKaarma Acquisition LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
MyKaarma Acquisition LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Nasuni Corporation |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Nasuni Corporation |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Navigate360, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Navigate360, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Navigate360, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Navigate360, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Navigate360, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Navigate360, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
NC Topco, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
NC Topco, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
NC Topco, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Netwrix Corporation |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
See notes to Unaudited Consolidated Financial Statements
13
AB Private Credit Investors Corporation
Unaudited Consolidated Schedule of Investments as of September 30, 2024
Portfolio Company |
|
Industry |
|
Facility Type |
|
Interest |
|
Maturity |
|
Funded Par |
|
|
Cost |
|
|
Fair Value |
|
|
Tickmarks |
|||
Netwrix Corporation |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Netwrix Corporation |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Next Holdco, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Next Holdco, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Next Holdco, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
NI Topco, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
NI Topco, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Pace Health Companies, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Pace Health Companies, LLC |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Pace Health Companies, LLC |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Pace Health Companies, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
PDI TA Holdings, Inc |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
PDI TA Holdings, Inc |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
PDI TA Holdings, Inc |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Penn TRGRP Holdings LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Penn TRGRP Holdings LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Peter C. Foy & Associates Insurance Services, LLC |
|
Financials |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Peter C. Foy & Associates Insurance Services, LLC |
|
Financials |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Peter C. Foy & Associates Insurance Services, LLC |
|
Financials |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Pharmalogic Holdings Corp |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Pharmalogic Holdings Corp |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Pieper Memorial, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Pieper Memorial, LLC |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Ping Identity Holding Corp. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Ping Identity Holding Corp. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Pinnacle Dermatology Management, LLC |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pinnacle Dermatology Management, LLC |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pinnacle Dermatology Management, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Pinnacle Treatment Centers, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Pinnacle Treatment Centers, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Pinnacle Treatment Centers, Inc. |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Pinnacle Treatment Centers, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Pinnacle Treatment Centers, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Pinnacle Treatment Centers, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Priority OnDemand Midco 2, L.P. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Priority OnDemand Midco 2, L.P. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Race Finco, LLC |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Race Finco, LLC |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Race Finco, LLC |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Ranger Buyer, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Ranger Buyer, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
RCP Encore Acquisition, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(16) |
|||||
Redwood Family Care Network, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Redwood Family Care Network, Inc. |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Redwood Family Care Network, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Redwood Family Care Network, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
REP TEC Intermediate Holdings, Inc. |
|
Business Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
REP TEC Intermediate Holdings, Inc. |
|
Business Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
See notes to Unaudited Consolidated Financial Statements
14
AB Private Credit Investors Corporation
Unaudited Consolidated Schedule of Investments as of September 30, 2024
Portfolio Company |
|
Industry |
|
Facility Type |
|
Interest |
|
Maturity |
|
Funded Par |
|
|
Cost |
|
|
Fair Value |
|
|
Tickmarks |
|||
REP TEC Intermediate Holdings, Inc. |
|
Business Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Ridge Trail US Bidco, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Ridge Trail US Bidco, Inc. |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Ridge Trail US Bidco, Inc. |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Sako and Partners Lower Holdings LLC |
|
Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Sako and Partners Lower Holdings LLC |
|
Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Sako and Partners Lower Holdings LLC |
|
Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Sako and Partners Lower Holdings LLC |
|
Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Sako and Partners Lower Holdings LLC |
|
Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Salisbury House, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Salisbury House, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Salisbury House, LLC |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Salisbury House, LLC |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Salisbury House, LLC |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Salisbury House, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Salisbury House, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Salisbury House, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Sandstone Care Holdings, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Sandstone Care Holdings, LLC |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Sandstone Care Holdings, LLC |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Sapphire Software Buyer, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Sapphire Software Buyer, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Sauce Labs Inc |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Sauce Labs Inc |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Sauce Labs Inc |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Sauce Labs Inc |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Saviynt, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Saviynt, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Saviynt, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
SCA Buyer, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
SCA Buyer, LLC |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
SDC Atlas Acquistionco, LLC |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
SDC Atlas Acquistionco, LLC |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
SDC Atlas Acquistionco, LLC |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Securonix, Inc |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
(6)(7) |
||||
Securonix, Inc |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Serrano Parent, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Serrano Parent, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Single Digits, Inc. |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15)(16) |
|||||
Single Digits, Inc. |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7)(16) |
|||
Single Digits, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15)(16) |
|||||
Smile Brands, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Smile Brands, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Smile Brands, Inc. |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
See notes to Unaudited Consolidated Financial Statements
15
AB Private Credit Investors Corporation
Unaudited Consolidated Schedule of Investments as of September 30, 2024
Portfolio Company |
|
Industry |
|
Facility Type |
|
Interest |
|
Maturity |
|
Funded Par |
|
|
Cost |
|
|
Fair Value |
|
|
Tickmarks |
|||
Soladoc, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Soladoc, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Spark DSO, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Spark DSO, LLC |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Stratus Networks, Inc. |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Stratus Networks, Inc. |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Stratus Networks, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
SugarCrm, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
SugarCrm, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
SugarCrm, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Sundance Group Holdings, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Sundance Group Holdings, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Telcor Buyer, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Telcor Buyer, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Telesoft Holdings, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Telesoft Holdings, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
The Center for Orthopedic and Research Excellence, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
The Center for Orthopedic and Research Excellence, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
The Center for Orthopedic and Research Excellence, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Thrive Buyer, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Thrive Buyer, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Thrive Buyer, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Thrive Buyer, Inc. |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Thrive Buyer, Inc. |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
ToolWatch Intermediate, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
ToolWatch Intermediate, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
ToolWatch Intermediate, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Towerco IV Holdings, LLC |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Transtelco Holding, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Transtelco Holding, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Transtelco Holding, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Unanet, Inc |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Unanet, Inc |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Unanet, Inc |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Ungerboeck Systems International, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Ungerboeck Systems International, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Ungerboeck Systems International, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Ungerboeck Systems International, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Ungerboeck Systems International, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Ungerboeck Systems International, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Ungerboeck Systems International, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Ungerboeck Systems International, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
UpStack Holdco Inc. |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
UpStack Holdco Inc. |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
UpStack Holdco Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Vectra AI, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Vectra AI, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Vectra AI, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
See notes to Unaudited Consolidated Financial Statements
16
AB Private Credit Investors Corporation
Unaudited Consolidated Schedule of Investments as of September 30, 2024
Portfolio Company |
|
Industry |
|
Facility Type |
|
Interest |
|
Maturity |
|
Funded Par |
|
|
Cost |
|
|
Fair Value |
|
|
Tickmarks |
|||
Vehlo Purchaser, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Vehlo Purchaser, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Vehlo Purchaser, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Vehlo Purchaser, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Venture Buyer LLC |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Venture Buyer LLC |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Venture Buyer LLC |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Veracross LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Veracross LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Veracross LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Vhagar Purchaser, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Vhagar Purchaser, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Vhagar Purchaser, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Visionary Buyer, LLC |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Visionary Buyer, LLC |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Visionary Buyer, LLC |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(6)(7) |
|||
Wealth Enhancement Group, LLC |
|
Financials |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Wealth Enhancement Group, LLC |
|
Financials |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Wealth Enhancement Group, LLC |
|
Financials |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Wealth Enhancement Group, LLC |
|
Financials |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Webster Equity Partners III-A, L.P. |
|
Financials |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(8) |
|||||
West Dermatology Management Holdings, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
West Dermatology Management Holdings, LLC |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
West Dermatology Management Holdings, LLC |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Wolverine Seller Holdings, LLC |
|
Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Wolverine Seller Holdings, LLC |
|
Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Wolverine Seller Holdings, LLC |
|
Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(15) |
|||||
Your Part-Time Controller, LLC |
|
Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Your Part-Time Controller, LLC |
|
Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
(6)(7) |
||||
Zendesk, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Zendesk, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|||||
Zendesk, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Total U.S. 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
2nd Lien/Junior Secured Debt — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4) |
|||
Symplr Software, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
|||||
Total U.S. 2nd Lien/Junior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total U.S Corporate Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
1st Lien/Senior Secured Canadian Debt — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4) |
|||
Versaterm Public Safety Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(8)(15) |
|||||
Versaterm Public Safety Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(8) |
|||||
Versaterm Public Safety Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(8)(15) |
|||||
Syntax Systems Ltd. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(8)(15) |
|||||
Syntax Systems Ltd. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(8)(15) |
|||||
Total Canadian 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Canadian Corporate Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
1st Lien/Senior Secured Luxembourg Debt — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4) |
|||
SumUp Holdings Luxembourg |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(6)(8)(15) |
|||||
Total Luxembourg 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Luxembourg Corporate Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
See notes to Unaudited Consolidated Financial Statements
17
AB Private Credit Investors Corporation
Unaudited Consolidated Schedule of Investments as of September 30, 2024
Portfolio Company |
|
Class/Series |
|
Industry |
|
Initial Acquisition |
|
Shares |
|
|
Cost |
|
|
Fair Value |
|
|
Tickmark |
|||
U.S. Preferred Stock — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18) |
|||
Alphasense, LLC |
|
Series C |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(8) |
||||
Concerto HealthAI Solutions LLC |
|
Series B-1 |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Datarobot, Inc. |
|
Series F |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Datarobot, Inc. |
|
Series E |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Degreed, Inc. |
|
Series D |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Degreed, Inc. |
|
Series C-1 |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Knockout Intermediate Holdings I Inc. |
|
Perpetual |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Netskope, Inc. |
|
Series G |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ntiva Investments, LLC |
|
Class A |
|
Digital Infrastructure & Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Phenom People, Inc. |
|
Series C |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Swyft Parent Holdings LP |
|
Preferred Units |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Symplr Software Intermediate Holdings, Inc. |
|
Series A |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Portfolio Company |
|
Class/Series |
|
Industry |
|
Initial Acquisition |
|
Shares |
|
|
Cost |
|
|
Fair Value |
|
|
Tickmark |
|||
Vectra AI, Inc. |
|
Series F |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total U.S. Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
France Preferred Stock — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18) |
|||
Content Square SAS |
|
Series F Preferred |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(8) |
||||
Total France Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
U.S. Common Stock — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18) |
|||
Advantage AVP Parent Holdings, L.P. |
|
Units |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Artemis Investor Holdings, LLC |
|
Class A |
|
Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Brightspot Holdco, LLC |
|
Class A Common Units |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Coinvest YPTC Blocked Aggregator, L.P. |
|
LP Interests |
|
Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Community Based Care Holdings, LP |
|
Senior Common Units |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Freddy's Acquisition |
|
LP Interests |
|
Consumer Non-Cyclical |
|
|
|
|
|
|
|
|
|
|
|
|
||||
GSV Medsuite Investments, LLC |
|
Class A |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
|
||||
GSV Vehlo Investments, LLC |
|
Class A |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
INH Group Holdings, LLC |
|
Class A |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Leeds FEG Investors, LLC |
|
Class A |
|
Consumer Non-Cyclical |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Moon Topco, L.P. |
|
Class A |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
MyKaarma Holdings LP |
|
LP Interests |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
NEPCORE Parent Holdings LLC |
|
LP Interests |
|
Digital Infrastructure & Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Neutral Connect, LLC |
|
LLC Units |
|
Digital Infrastructure & Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ntiva Investments, LLC |
|
Class A |
|
Digital Infrastructure & Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pamlico Avant Holdings L.P. |
|
Class A |
|
Digital Infrastructure & Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ranger Lexipol Holdings, LLC |
|
Class A |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ranger Lexipol Holdings, LLC |
|
Class B |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
REP AOM Holdings, LLC |
|
Class A. |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
|
||||
REP Coinvest III AGP Blocker, L.P. |
|
LP Interests |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
|
||||
REP COINVEST III OMNI, L.P. |
|
LP Interests |
|
Services |
|
|
|
|
|
|
|
|
|
|
|
(17) |
||||
REP Coinvest III TEC, L.P. |
|
LP Interests |
|
Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
REP RO Coinvest IV-A, L.P. |
|
Class A |
|
Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
RFCN Parent, LP |
|
LP Interests |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rubrik, Inc |
|
Common Units |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(17) |
||||
See notes to Unaudited Consolidated Financial Statements
18
AB Private Credit Investors Corporation
Unaudited Consolidated Schedule of Investments as of September 30, 2024
Portfolio Company |
|
Class/Series |
|
Industry |
|
Initial Acquisition |
|
Shares |
|
|
Cost |
|
|
Fair Value |
|
|
Tickmark |
|||
SBS Super Holdings, LLC |
|
Class B |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
(5) |
||||
SBS Super Holdings, LLC |
|
Class A |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
(5) |
||||
Singularity Topco LLC |
|
Class A Common Units |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stripe, Inc. |
|
Class B |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Swyft Parent Holdings LP |
|
LP Interests |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Thrive Parent, LLC |
|
Class L |
|
Digital Infrastructure & Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total U.S. Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
France Common Stock — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Content Square SAS |
|
Ordinary Shares |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(8) |
||||
Total France Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
U.S. Warrants — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18) |
|||
Alphasense, LLC |
|
Series B |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(8) |
||||
Degreed, Inc. |
|
Series D |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Degreed, Inc. |
|
Series C-1 |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Degreed, Inc. |
|
Common Shares |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Scylla DB Ltd |
|
Secries C-1 |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vectra AI, Inc. |
|
Series F |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total U.S. Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
United Kingdom Warrants — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18) |
|||
Global WebIndex Holdings Limited |
|
Preferred Units |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total United Kingdom Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
France Warrants — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18) |
|||
Content Square SAS |
|
Indemnity Series F Shares Warrants |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(8) |
||||
Total France Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Portfolio Company |
|
Class/Series |
|
Industry |
|
Shares |
|
|
Cost |
|
|
Fair value |
|
|
Tickmark |
|||
U.S. Investment Companies — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18) |
|||
AB Equity Investors, L.P. |
|
LP Interests |
|
Investment Companies |
|
|
|
|
|
|
|
|
|
|
(11) |
|||
CN CO-Invest, LP |
|
LP Interests |
|
Digital Infrastructure & Services |
|
|
|
|
|
|
|
|
|
|
|
|||
Falcon Co-Investment Partners, L.P. |
|
LP Interests |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
(11) |
|||
GHP E Aggregator, LLC |
|
LLC Units |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
(11) |
|||
GHP SPV-2, L.P. |
|
LP Interests |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
(8)(11) |
|||
GTCR A-1 Investors LP |
|
LP Interests |
|
Specialty RMR |
|
|
|
|
|
|
|
|
|
|
(8)(11) |
|||
Magenta Blocker Aggregator LP |
|
LP Interests |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
(11) |
|||
Orangewood WWB Co-Invest, L.P. |
|
LP Interests |
|
Consumer Non-Cyclical |
|
|
|
|
|
|
|
|
|
|
(11) |
|||
ORCP III Triton Co-Investors, L.P. |
|
LP Interests |
|
Consumer Non-Cyclical |
|
|
|
|
|
|
|
|
|
|
(11) |
|||
OSS SPV LP |
|
LP Interests |
|
Services |
|
|
|
|
|
|
|
|
|
|
(11) |
|||
Palms Co-Investment Partners D, L.P. |
|
LP Interests |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
(11) |
|||
SCP-Resonetics Aggregator I, LLC |
|
Class B |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
(11) |
|||
SCP-Resonetics Aggregator I, LLC |
|
Class A |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
(11) |
|||
Total U.S. Investment Companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
TOTAL INVESTMENTS - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
See notes to Unaudited Consolidated Financial Statements
19
AB Private Credit Investors Corporation
Unaudited Consolidated Schedule of Investments as of September 30, 2024
Portfolio Company |
|
Class/Series |
|
Industry |
|
Yield |
|
Shares |
|
|
Cost |
|
|
Fair value |
|
|
Tickmark |
|||
Cash Equivalents — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Blackrock T Fund I |
|
Money Market |
|
Money Market Portfolio |
|
|
|
|
|
|
|
|
|
|
|
(13)(14)(15) |
||||
State Street Institutional US Government Money Market Fund |
|
Money Market |
|
Money Market Portfolio |
|
|
|
|
|
|
|
|
|
|
|
(13)(14) |
||||
US Bank MMDA GCTS Money Market |
|
Money Market |
|
Money Market Portfolio |
|
|
|
|
|
|
|
|
|
|
|
(13)(14)(15) |
||||
Total Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cash — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
US Dollar |
|
Cash |
|
USD |
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||
Total Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
TOTAL CASH AND CASH EQUIVALENTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
LIABILITIES IN EXCESS OF OTHER ASSETS — ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
||
NET ASSETS — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
P - Prime
PIK - Payment-In-Kind
S - SOFR
See notes to Unaudited Consolidated Financial Statements
20
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of December 31, 2023
Portfolio Company |
|
Industry |
|
Facility Type |
|
Interest |
|
Maturity |
|
Funded |
|
|
Cost |
|
|
Fair Value |
|
|
Tickmarks |
|||
Investments at Fair Value — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(++) + * # ^ |
|||||||
U.S. Corporate Debt — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
1st Lien/Senior Secured Debt — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
AEG Holding Company, Inc. |
|
Consumer Non-Cyclical |
|
Delayed Draw Term Loan |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(1) |
|||||
AEG Holding Company, Inc. |
|
Consumer Non-Cyclical |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
AEG Holding Company, Inc. |
|
Consumer Non-Cyclical |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
AEG Holding Company, Inc. |
|
Consumer Non-Cyclical |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|||||
Ampler QSR Holdings, LLC |
|
Consumer Non-Cyclical |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) (4) |
|||||
Blink Holdings, Inc. |
|
Consumer Non-Cyclical |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
Blink Holdings, Inc. |
|
Consumer Non-Cyclical |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
Blink Holdings, Inc. |
|
Consumer Non-Cyclical |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
Krispy Krunchy Foods, L.L.C |
|
Consumer Non-Cyclical |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(5) |
|||||
Mathnasium LLC |
|
Consumer Non-Cyclical |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
Mathnasium LLC |
|
Consumer Non-Cyclical |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
MMP Intermediate, LLC |
|
Consumer Non-Cyclical |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
MMP Intermediate, LLC |
|
Consumer Non-Cyclical |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
PF Growth Partners, LLC |
|
Consumer Non-Cyclical |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
PF Growth Partners, LLC |
|
Consumer Non-Cyclical |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
PF Growth Partners, LLC |
|
Consumer Non-Cyclical |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
TBG Food Acquisition Corp |
|
Consumer Non-Cyclical |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
TBG Food Acquisition Corp |
|
Consumer Non-Cyclical |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
TBG Food Acquisition Corp |
|
Consumer Non-Cyclical |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (4) |
|||||
Airwavz Solutions, Inc. |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(2) (3) |
|||||
Airwavz Solutions, Inc. |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) (5) |
|||||
Airwavz Solutions, Inc. |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Airwavz Solutions, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|||||
Avant Communications, LLC |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Avant Communications, LLC |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (4) (5) |
|||||
Bridgepointe Technologies, LLC |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Bridgepointe Technologies, LLC |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (5) |
|||||
Bridgepointe Technologies, LLC |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(2) (3) |
|||||
Bridgepointe Technologies, LLC |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
Bridgepointe Technologies, LLC |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Bridgepointe Technologies, LLC |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
Bridgepointe Technologies, LLC |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
Bridgepointe Technologies, LLC |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
Coretelligent Intermediate LLC |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (4) (5) |
|||||
Coretelligent Intermediate LLC |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
Coretelligent Intermediate LLC |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (5) |
|||||
EvolveIP, LLC |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(5) |
|||||
EvolveIP, LLC |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
EvolveIP, LLC |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(1) |
|||||
Firstdigital Communications LLC |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
Firstdigital Communications LLC |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) (5) |
|||||
FirstLight Holdco, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
Greenlight Intermediate II, Inc. |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
Greenlight Intermediate II, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
||||
Greenlight Intermediate II, Inc. |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
MBS Holdings, Inc. |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
See notes to Unaudited Consolidated Financial Statements
21
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of December 31, 2023
Portfolio Company |
|
Industry |
|
Facility Type |
|
Interest |
|
Maturity |
|
Funded |
|
|
Cost |
|
|
Fair Value |
|
|
Tickmarks |
|||
MBS Holdings, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(5) |
|||||
MBS Holdings, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (4) (5) |
|||||
MBS Holdings, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(4) |
|||||
MSP Global Holdings, Inc. |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(2) (3) |
|||||
MSP Global Holdings, Inc. |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
MSP Global Holdings, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) (5) |
|||||
NI Topco, Inc |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) (5) |
|||||
NI Topco, Inc |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
Race Finco LLC |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Race Finco LLC |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Race Finco LLC |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) (5) |
|||||
SDC Atlas Acquistionco, LLC |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
SDC Atlas Acquistionco, LLC |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
SDC Atlas Acquistionco, LLC |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (4) (5) |
|||||
Single Digits, Inc. |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(4) |
|||||
Single Digits, Inc. |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Single Digits, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
Stratus Networks, Inc. |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(2) (3) (5) |
|||||
Stratus Networks, Inc. |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
Stratus Networks, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(5) |
|||||
Thrive Buyer, Inc. |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
Thrive Buyer, Inc. |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
Thrive Buyer, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(4) |
|||||
Thrive Buyer, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (5) |
|||||
Transtelco Holding, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) |
|||||
Transtelco Holding, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (5) |
|||||
Transtelco Holding, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(5) |
|||||
Accelerate Resources Operating, LLC |
|
Energy |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
Accelerate Resources Operating, LLC |
|
Energy |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
(2) (6) |
||||||
Accelerate Resources Operating, LLC |
|
Energy |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|||||
Accelerate Resources Operating, LLC |
|
Energy |
|
Term Loan |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(1) (5) |
|||||
Foundation Risk Partners, Corp. |
|
Financials |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(2) (3) |
|||||
Foundation Risk Partners, Corp. |
|
Financials |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|||||
Foundation Risk Partners, Corp. |
|
Financials |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Foundation Risk Partners, Corp. |
|
Financials |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (5) |
|||||
Foundation Risk Partners, Corp. |
|
Financials |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(5) |
|||||
Galway Borrower, LLC |
|
Financials |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Galway Borrower, LLC |
|
Financials |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
Higginbotham Insurance Agency, Inc. |
|
Financials |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
Higginbotham Insurance Agency, Inc. |
|
Financials |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (5) |
|||||
Peter C. Foy & Associates Insurance Services, LLC |
|
Financials |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|||||
Peter C. Foy & Associates Insurance Services, LLC |
|
Financials |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) |
|||||
Peter C. Foy & Associates Insurance Services, LLC |
|
Financials |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
RSC Acquisition, Inc. |
|
Financials |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
(5) (8) |
|||||||
Wealth Enhancement Group, LLC |
|
Financials |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(2) (8) |
|||||
Wealth Enhancement Group, LLC |
|
Financials |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (4) (5) (8) |
|||||
Wealth Enhancement Group, LLC |
|
Financials |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
AAH Topco, LLC |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (4) (5) |
|||||
See notes to Unaudited Consolidated Financial Statements
22
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of December 31, 2023
Portfolio Company |
|
Industry |
|
Facility Type |
|
Interest |
|
Maturity |
|
Funded |
|
|
Cost |
|
|
Fair Value |
|
|
Tickmarks |
|||
AAH Topco, LLC |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
AAH Topco, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (5) |
|||||
AAH Topco, LLC |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
American Physician Partners, LLC |
|
Healthcare |
|
Delayed Draw Term Loan |
|
— (S + |
|
|
|
|
|
|
|
|
|
|
(1) (7) |
|||||
American Physician Partners, LLC |
|
Healthcare |
|
Delayed Draw Term Loan |
|
— (S + |
|
|
|
|
|
|
|
|
|
|
(7) |
|||||
American Physician Partners, LLC |
|
Healthcare |
|
Revolver |
|
— (S + |
|
|
|
|
|
|
|
|
|
|
(7) |
|||||
American Physician Partners, LLC |
|
Healthcare |
|
Term Loan |
|
— (S + |
|
|
|
|
|
|
|
|
|
|
(7) |
|||||
American Physician Partners, LLC |
|
Healthcare |
|
Term Loan |
|
— (S + |
|
|
|
|
|
|
|
|
|
|
(7) |
|||||
American Physician Partners, LLC |
|
Healthcare |
|
Term Loan |
|
— (S + |
|
|
|
|
|
|
|
|
|
|
(7) |
|||||
American Physician Partners, LLC |
|
Healthcare |
|
Term Loan |
|
— (S + |
|
|
|
|
|
|
|
|
|
|
|
(7) |
||||
AOM Acquisition, LLC. |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
AOM Acquisition, LLC. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
AOM Acquisition, LLC. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
BAART Programs, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (4) |
|||||
BAART Programs, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
BV EMS Buyer, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(2) (5) |
|||||
BV EMS Buyer, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(4) (5) |
|||||
Caregiver 2, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(5) |
|||||
Caregiver 2, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|||||
Caregiver 2, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|||||
Caregiver 2, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(5) |
|||||
Choice Health At Home, LLC, |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
Choice Health At Home, LLC, |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
Coding Solutions Acquisition, Inc |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|||||
Coding Solutions Acquisition, Inc |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
Coding Solutions Acquisition, Inc |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) (5) |
|||||
Coding Solutions Acquisition, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Coding Solutions Acquisition, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|||||
Community Based Care Acquisition, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(5) |
|||||
Community Based Care Acquisition, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(2) (5) |
|||||
Community Based Care Acquisition, Inc. |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
Community Based Care Acquisition, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
Delaware Valley Management Holdings, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
— (S + |
|
|
|
|
|
|
|
|
|
|
|
^^^ (2) (7) |
||||
Delaware Valley Management Holdings, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
— (S + |
|
|
|
|
|
|
|
|
|
|
|
^^^ (7) |
||||
Delaware Valley Management Holdings, Inc. |
|
Healthcare |
|
Revolver |
|
— (S + |
|
|
|
|
|
|
|
|
|
|
|
^^^ (7) |
||||
Delaware Valley Management Holdings, Inc. |
|
Healthcare |
|
Term Loan |
|
— (S + |
|
|
|
|
|
|
|
|
|
|
|
^^^ (7) |
||||
FH MD Buyer, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
GHA Buyer, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(4) |
|||||
GHA Buyer, Inc. |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
GHA Buyer, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (4) (8) |
|||||
GHA Buyer, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (4) |
|||||
GHA Buyer, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (4) |
|||||
GHA Buyer, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|||||
GHA Buyer, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (8) |
|||||
Honor HN Buyer, Inc |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(4) (5) |
|||||
Honor HN Buyer, Inc |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(2) (4) |
|||||
Honor HN Buyer, Inc |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
Honor HN Buyer, Inc |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
See notes to Unaudited Consolidated Financial Statements
23
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of December 31, 2023
Portfolio Company |
|
Industry |
|
Facility Type |
|
Interest |
|
Maturity |
|
Funded |
|
|
Cost |
|
|
Fair Value |
|
|
Tickmarks |
|||
Honor HN Buyer, Inc |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
(2) (6) |
||||||
Medical Management Resource Group, LLC |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
Medical Management Resource Group, LLC |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
Medical Management Resource Group, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(5) |
|||||
Medsuite Purchaser, LLC |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Medsuite Purchaser, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
Pace Health Companies, LLC |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
(2) (6) |
||||||
Pace Health Companies, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (8) |
|||||
Pinnacle Dermatology Management, LLC |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pinnacle Dermatology Management, LLC |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
Pinnacle Dermatology Management, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(1) (3) (5) |
|||||
Pinnacle Treatment Centers, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(5) |
|||||
Pinnacle Treatment Centers, Inc. |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
Pinnacle Treatment Centers, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|||||
Pinnacle Treatment Centers, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|||||
Pinnacle Treatment Centers, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) (5) |
|||||
Priority Ondemand Midco 2,L.P |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
Priority Ondemand Midco 2,L.P |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
RCP Encore Acquisition, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(7) |
|||||
Redwood Family Care Network, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (5) |
|||||
Redwood Family Care Network, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
Redwood Family Care Network, Inc. |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Redwood Family Care Network, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (4) (5) |
|||||
Salisbury House, LLC |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Salisbury House, LLC |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Salisbury House, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(4) |
|||||
Salisbury House, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
Salisbury House, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
Salisbury House, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
Salisbury House, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
Salisbury House, LLC |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
(2) (6) |
||||||
Sandstone Care Holdings, LLC |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(2) (5) |
|||||
Sandstone Care Holdings, LLC |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
Sandstone Care Holdings, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) |
|||||
SCA Buyer, LLC |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
SCA Buyer, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(5) |
|||||
Smile Brands, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Smile Brands, Inc. |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
Smile Brands, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
Spark DSO LLC |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
Spark DSO LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (4) |
|||||
The Center for Orthopedic and Research Excellence, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
The Center for Orthopedic and Research Excellence, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(4) (5) |
|||||
The Center for Orthopedic and Research Excellence, Inc. |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|||||
The Center for Orthopedic and Research Excellence, Inc. |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
The Center for Orthopedic and Research Excellence, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(5) |
|||||
The Center for Orthopedic and Research Excellence, Inc. |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) |
|||||
West Dermatology |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
West Dermatology |
|
Healthcare |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
West Dermatology |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (4) (5) |
|||||
See notes to Unaudited Consolidated Financial Statements
24
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of December 31, 2023
Portfolio Company |
|
Industry |
|
Facility Type |
|
Interest |
|
Maturity |
|
Funded |
|
|
Cost |
|
|
Fair Value |
|
|
Tickmarks |
|||
AmerCareRoyal, LLC |
|
Business Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
AmerCareRoyal, LLC |
|
Business Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
AmerCareRoyal, LLC |
|
Business Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(4) (5) |
|||||
AmerCareRoyal, LLC |
|
Business Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) |
|||||
Cerifi, LLC |
|
Business Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
Cerifi, LLC |
|
Business Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (4) (5) |
|||||
Engage2Excel, Inc. |
|
Business Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Engage2Excel, Inc. |
|
Business Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
Engage2Excel, Inc. |
|
Business Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
Mr. Greens Intermediate, LLC |
|
Business Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Mr. Greens Intermediate, LLC |
|
Business Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Mr. Greens Intermediate, LLC |
|
Business Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(4) (5) |
|||||
MSM Acquisitions, Inc. |
|
Business Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(5) |
|||||
MSM Acquisitions, Inc. |
|
Business Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(5) |
|||||
MSM Acquisitions, Inc. |
|
Business Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) (8) |
|||||
MSM Acquisitions, Inc. |
|
Business Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (4) (5) |
|||||
Rep Tec Intermediate Holdings, Inc. |
|
Business Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Rep Tec Intermediate Holdings, Inc. |
|
Business Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (5) |
|||||
Sako and Partners Lower Holdings LLC |
|
Business Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
Sako and Partners Lower Holdings LLC |
|
Business Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
See notes to Unaudited Consolidated Financial Statements
25
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of December 31, 2023
Portfolio Company |
|
Industry |
|
Facility Type |
|
Interest |
|
Maturity |
|
Funded |
|
|
Cost |
|
|
Fair Value |
|
|
Tickmarks |
|||
Sako and Partners Lower Holdings LLC |
|
Business |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
(1) (3) (4) (5) |
||||
Sako and Partners Lower Holdings LLC |
|
Business Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
(2) (6) |
|||||
Sako and Partners Lower Holdings LLC |
|
Business Services |
|
Term Loan |
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
(5) |
||||
Activ Software Holdings, LLC |
|
Software & Tech |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(5) |
|||||
Activ Software Holdings, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
(2) (6) |
|||||
Activ Software Holdings, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
(1) (3) (4) (5) |
||||
Activ Software Holdings, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
Admiral Buyer, Inc |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
(2) (6) |
|||||
Admiral Buyer, Inc |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
(2) (6) |
||||||
Admiral Buyer, Inc |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
(1) (4) (5) |
||||||
AMI US Holdings, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
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|
(2) (6) |
|||||
AMI US Holdings, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
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|
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|
(1) (4) |
||||||
Avalara, Inc. |
|
Software & Tech Services |
|
Revolver |
|
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|
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( |
) |
|
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|
(2) (6) |
|||||
Avalara, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
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|
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|
(1) (3) (4) |
||||||
Avetta, LLC |
|
Software & Tech Services |
|
Term Loan |
|
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|
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|
(1) (4) (5) |
|||||
Avetta, LLC |
|
Software & Tech Services |
|
Revolver |
|
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|
|
|
|
( |
) |
|
|
|
|
(2) (6) |
|||||
Bonterra, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
(2) |
||||
Bonterra, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
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|
|||||
Bonterra, LLC |
|
Software & Tech Services |
|
Term Loan |
|
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|
|
(1) (3) (4) (5) |
|||||
Brightspot Buyer, Inc |
|
Software & Tech Services |
|
Revolver |
|
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|
|
|
|
( |
) |
|
|
|
|
(2) (6) |
|||||
Brightspot Buyer, Inc |
|
Software & Tech Services |
|
Term Loan |
|
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|
|
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|
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( |
) |
|
(3) |
||||
Brightspot Buyer, Inc |
|
Software & Tech Services |
|
Term Loan |
|
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|
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|
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|
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|
(1) (3) |
|||||
BSI2 Hold Nettle, LLC |
|
Software & Tech Services |
|
Revolver |
|
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( |
) |
|
|
|
|
(2) (6) |
|||||
BSI2 Hold Nettle, LLC |
|
Software & Tech Services |
|
Term Loan |
|
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|
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|
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( |
) |
|
(3) (5) |
||||
BSI2 Hold Nettle, LLC |
|
Software & Tech Services |
|
Term Loan |
|
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|
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|
(3) |
|||||
BusinesSolver.com, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
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|
|
|
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|
(2) |
|||||
BusinesSolver.com, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
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|
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|
(3) (5) |
|||||
Community Brands Parentco, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
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|
|
|
( |
) |
|
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|
|
(2) (6) |
|||||
Community Brands Parentco, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Community Brands Parentco, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
(1) (3) (5) |
||||
Coupa Holdings,LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
(2) (6) |
|||||
Coupa Holdings,LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
(2) (6) |
||||||
Coupa Holdings,LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
(1) (4) (5) |
||||
Datacor, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(4) (5) |
|||||
Datacor, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
Datacor, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (5) |
|||||
Degreed, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
(2) (6) |
|||||
Degreed, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Degreed, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
(3) |
||||
Degreed, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|||||
Dispatch Track, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
(2) (6) |
|||||
Dispatch Track, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
(1) (5) |
||||
EET Buyer, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
EET Buyer, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(4) |
|||||
EET Buyer, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) (4) (5) |
|||||
Exterro, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
Exterro, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
Exterro, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (4) |
|||||
See notes to Unaudited Consolidated Financial Statements
26
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of December 31, 2023
Portfolio Company |
|
Industry |
|
Facility Type |
|
Interest |
|
Maturity |
|
Funded |
|
|
Cost |
|
|
Fair Value |
|
|
Tickmarks |
|||
Exterro, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (5) |
|||||
Faithlife, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (4) |
|||||
Faithlife, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
(2) (6) |
|||||
Faithlife, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
(1) (4) (5) |
||||||
Fusion Holding Corp |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
(2) (6) |
|||||
Fusion Holding Corp |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
(1) (3) (4) (5) |
||||
Fusion Risk Management, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
(2) (6) |
|||||
Fusion Risk Management, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
(3) |
||||
G Treasury SS, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
(2) (6) |
|||||
G Treasury SS, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
G Treasury SS, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
G Treasury SS, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
(1) (3) |
||||
Genesis Acquisition Co. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|||||
Genesis Acquisition Co. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
Genesis Acquisition Co. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(5) |
|||||
Greenhouse Software, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
(2) (6) |
|||||
Greenhouse Software, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Greenhouse Software, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
(3) |
||||
Greenhouse Software, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (4) |
|||||
Gryphon-Redwood Acquisition LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(2) (4) (8) |
|||||
Gryphon-Redwood Acquisition LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
GS AcquisitionCo, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
(2) (6) |
|||||
GS AcquisitionCo, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
(1) (3) (5) |
||||
Hirevue, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
(2) (6) |
|||||
Hirevue, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
(4) (5) |
||||
Iodine Software, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
(2) (6) |
|||||
Iodine Software, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
(3) (5) |
||||||
Iodine Software, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
(2) (6) |
|||||
Iodine Software, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
||||||
Kaseya Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
Kaseya Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) (8) |
|||||
Kaseya Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (4) (5) |
|||||
Mavenlink, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
Mavenlink, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (4) |
|||||
Medbridge Holdings, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
(2) (6) |
|||||
Medbridge Holdings, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
(1) (3) (5) |
||||
Medbridge Holdings, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
Metametrics, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
(2) (6) |
|||||
Metametrics, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
||||||
Moon Buyer, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(5) |
|||||
Moon Buyer, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
(2) (6) |
|||||
Moon Buyer, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
(1) (3) (4) (5) |
||||
Mykaarma Acquisition LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
(2) (6) |
|||||
Mykaarma Acquisition LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
(3) (5) |
||||
Portfolio Company |
|
Industry |
|
Facility Type |
|
Interest |
|
Maturity |
|
Funded |
|
|
Cost |
|
|
Fair Value |
|
|
Tickmarks |
|||
Navigate360, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(5) |
|||||
Navigate360, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Navigate360, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(4) (5) |
|||||
See notes to Unaudited Consolidated Financial Statements
27
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of December 31, 2023
Portfolio Company |
|
Industry |
|
Facility Type |
|
Interest |
|
Maturity |
|
Funded |
|
|
Cost |
|
|
Fair Value |
|
|
Tickmarks |
|||
Navigate360, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|||||
Netwrix Corporation And Concept Searching Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Netwrix Corporation And Concept Searching Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Netwrix Corporation And Concept Searching Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (4) (5) |
|||||
Netwrix Corporation And Concept Searching Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Penn TRGRP Holdings, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Penn TRGRP Holdings, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (5) |
|||||
Pieper Memorial, LLC |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (2) (5) |
|||||
Pieper Memorial, LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(4) (5) |
|||||
Ping Identity Corporation |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
(2) (6) |
||||||
Ping Identity Corporation |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (4) (5) |
|||||
Ranger Buyer, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Ranger Buyer, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (5) |
|||||
Sauce Labs, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
Sauce Labs, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|||||
Sauce Labs, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Sauce Labs, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|||||
Saviynt, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(2) (3) (4) |
|||||
Saviynt, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
(2) (6) |
|||
Saviynt, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) |
|||||
Securonix, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Securonix, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) |
|||||
Serrano Parent, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Serrano Parent, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (4) (5) |
|||||
Sirsi Corporation |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
(2) (6) |
||||||
Sirsi Corporation |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
SIS Purchaser, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
SIS Purchaser, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (5) |
|||||
SIS Purchaser, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(5) |
|||||
Soladoc, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Soladoc, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Soladoc, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) |
|||||
SugarCRM, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
(2) (6) |
||||||
SugarCRM, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) |
|||||
Sundance Group Holdings, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) (4) |
|||||
Sundance Group Holdings, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) (8) |
|||||
Sundance Group Holdings, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(4) |
|||||
Sundance Group Holdings, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
Sysnet North America, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (5) |
|||||
Telcor Buyer, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Telcor Buyer, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
Telesoft Holdings, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
Telesoft Holdings, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) (5) |
|||||
Unanet, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(2) (4) |
|||||
Unanet, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Unanet, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) (5) |
|||||
Ungerboeck Systems International, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|||||
Ungerboeck Systems International, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
See notes to Unaudited Consolidated Financial Statements
28
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of December 31, 2023
Portfolio Company |
|
Industry |
|
Facility Type |
|
Interest |
|
Maturity |
|
Funded |
|
|
Cost |
|
|
Fair Value |
|
|
Tickmarks |
|||
Ungerboeck Systems International, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|||||
Ungerboeck Systems International, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Ungerboeck Systems International, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ungerboeck Systems International, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|||||
Ungerboeck Systems International, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) |
|||||
Vectra AI, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
Vectra AI, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Vectra AI, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (4) |
|||||
Vehlo Purchaser, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) (4) |
|||||
Vehlo Purchaser, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
Vehlo Purchaser, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (5) |
|||||
Velocity Purchaser Corporation |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
(2) (6) |
||||||
Velocity Purchaser Corporation |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
Velocity Purchaser Corporation |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|||||
Velocity Purchaser Corporation |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
Veracross LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
Veracross LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Veracross LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|||||
Vhagar Purchaser, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(4) |
|||||
Vhagar Purchaser, LLC. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
Vhagar Purchaser, LLC. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Zendesk, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
(2) (6) |
||||
Zendesk, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Zendesk, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (5) |
|||||
Fullsteam Operations LLC |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(4) (5) |
|||||
Next Holdco, LLC |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(1) (4) (5) |
||||
Next Holdco, LLC |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Next Holdco, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(2) (6) |
|||||
Pace Health Companies, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(4) |
||||
Pace Health Companies, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|||||
Towerco IV Holdings, LLC |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(1) (2) (4) (5) |
||||
Your Part-Time Controller, LLC |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(4) |
||||
Your Part-Time Controller, LLC |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(2) (6) |
|||||
Enverus Holdings, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(2) (6) |
|||||
Enverus Holdings, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) |
||||
Enverus Holdings, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
||||
Heartland PPC Buyer LLC |
|
Healthcare |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(2) (6) |
|||||
Heartland PPC Buyer LLC |
|
Healthcare |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(2) (6) |
|||||
Heartland PPC Buyer LLC |
|
Digital Infrastructure & Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (4) (5) |
|||||
Your Part-Time Controller, LLC |
|
Business Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Your Part-Time Controller, LLC |
|
Business Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
||||
Enverus Holdings, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
||||
See notes to Unaudited Consolidated Financial Statements
29
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of December 31, 2023
Portfolio Company |
|
Industry |
|
Facility Type |
|
Interest |
|
Maturity |
|
Funded |
|
|
Cost |
|
|
Fair Value |
|
|
Tickmarks |
|||
Enverus Holdings, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
||||
Enverus Holdings, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Heartland PPC Buyer LLC |
|
Business Services |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
||||
Heartland PPC Buyer LLC |
|
Business Services |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
||||
Heartland PPC Buyer LLC |
|
Business Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total U.S. 1st Lien/Senior Secured |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
2nd Lien/Junior Secured Debt — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Conterra Ultra Broadband Holdings, Inc. |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) |
|||||
Symplr Software, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (4) |
|||||
Total U.S. 2nd Lien/Junior Secured |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total U.S. Corporate Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Canadian Corporate Debt — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
1st Lien/Senior Secured Debt — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Syntax Systems Ltd |
|
Digital Infrastructure & Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (5) (9) |
|||||
Syntax Systems Ltd |
|
Digital Infrastructure & Services |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|
(2) (9) |
|||||
McNairn Holdings Ltd. |
|
Business Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (9) |
|||||
Banneker V Acquisition, Inc. |
|
Software & Tech Services |
|
Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
(1) (3) (5) (9) |
|||||
Banneker V Acquisition, Inc. |
|
Software & Tech Services |
|
Revolver |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(2) (6) (9) |
|||
Banneker V Acquisition, Inc. |
|
Software & Tech Services |
|
Delayed Draw Term |
|
|
|
|
|
|
|
|
|
|
|
|
(5) (9) |
|||||
Total Canadian 1st Lien/Senior |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Canadian Corporate Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
See notes to Unaudited Consolidated Financial Statements
30
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of December 31, 2023
Portfolio Company |
|
Class/Series |
|
Industry |
|
Initial |
|
Shares |
|
|
Cost |
|
|
Fair |
|
|
Tickmarks |
|||
U.S. Preferred Stock — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
MSP Global Holdings, Inc |
|
Class A |
|
Digital Infrastructure & Services |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(11) |
||||
Bowline Topco LLC |
|
LLC Units |
|
Energy |
|
|
|
|
|
|
|
|
|
|
|
^^ (11) (12) |
||||
Alphasense, Inc. |
|
Series C |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(9) (11) |
||||
Concerto Health AI Solutions, LLC |
|
Series B-1 |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
||||
Datarobot, Inc. |
|
Series E |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
Datarobot, Inc. |
|
Series F |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
Degreed, Inc. |
|
Series C-1 |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
Degreed, Inc. |
|
Series D |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
(11) |
|||
Content Square SAS |
|
Series F |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
(11) |
|||
Content Square SAS |
|
Earn Out |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
(11) |
|||
Knockout Intermediate Holdings I, Inc. (Kaseya, Inc.) |
|
Perpetual |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
Netskope, Inc. |
|
Series G |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
Phenom People, Inc. |
|
Series C |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
Protoscale Rubrik, LLC |
|
Class B |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
Swyft Parent Holdings LP |
|
Preferred Units |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
||||
Symplr Software Intermediate Holdings, Inc. |
|
Series A |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
Vectra AI, Inc |
|
Series F |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
SCP Resonatics Aggregator I, LLC |
|
Class A |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
|
(11) |
|||
Total U.S. Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
U.S. Common Stock — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Content Square SAS |
|
Ordinary Shares |
|
Software & Tech Services |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(11) |
|||
Global Radar Holdings, LLC |
|
Earn Out |
|
Business Services |
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
||||
AEG Holding Company, Inc. |
|
Class A |
|
Consumer Discretionary |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
Freddy’s Acquisition, LP (Freddy’s Frozen Custard, LLC) |
|
LP Interests |
|
Consumer Non-Cyclical |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
8x8, Inc. |
|
Common Units |
|
Digital Infrastructure & Services |
|
|
|
|
|
|
|
|
|
|
|
|
(9) (11) (13) |
|||
Avant Communications, LLC |
|
Class A |
|
Digital Infrastructure & Services |
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
||||
MSP Global Holdings, Inc. |
|
Class A |
|
Digital Infrastructure & Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
NEPCORE Parent Holdings, LLC |
|
LP Interests |
|
Digital Infrastructure & Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
Neutral Connect, LLC |
|
LLC Units |
|
Digital Infrastructure & Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
Thrive Parent, LLC |
|
Class L |
|
Digital Infrastructure & Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
Advantage AVP Parent Holdings, L.P. (Medical Management Resource Group, LLC) |
|
Units |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
American Outcomes Management, L.P. |
|
Class A |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
||||
Community Based Care Holdings, LP |
|
Senior Common Units |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
GSV MedSuite Investments, LLC (Millin Purchaser, LLC) |
|
Class A |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
Health Platform Group, Inc |
|
Earn Out |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
INH Group Holdings, Inc. |
|
Class A |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
RCFN Parent, LP (People’s Care) |
|
LP Interests |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
REP Coinvest III AGP Blocker, L.P. (Agape Care Group) |
|
LP Interests |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
SBS Super Holdings, LLC |
|
Class A |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
^^^ (11) |
||||
SBS Super Holdings, LLC |
|
Class B |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
^^^ (11) |
||||
Brightspot Holdco, LLC |
|
Class A |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
GSV Vehlo Investments, LLC (Vehlo Purchaser, LLC) |
|
Class A |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
Human Security |
|
Class A |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
Moon Topco, L.P. (Radiant Logic, Inc.) |
|
Class A |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
Mykaarma Acquisition LLC |
|
LP Interests |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
Pamlico Part Time |
|
LP Interests |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
(11) |
|||
Ranger Lexipol Holdings, LLC |
|
Class A |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
Ranger Lexipol Holdings, LLC |
|
Class B |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
REP Coinvest III Tec, L.P. (American Safety Holdings Corp.) |
|
LP Interests |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
Servpro, LLC |
|
LP Interests |
|
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
(11) |
|||
Stripe, Inc. |
|
Class B |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
(11) |
|||
Swyft Parent Holdings LP |
|
LP Interests |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
||||
SCP Resonatics Aggregator I, LLC |
|
Class B |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
|
(11) |
|||
ADT Commercial Co Invest |
|
LP Interests |
|
Healthcare |
|
|
|
|
|
|
|
|
|
|
|
(9) (11) |
||||
REP Coinvest III-A Omni, L.P. (Omni Logistics, LLC) |
|
LP Interests |
|
Transport & Logistics |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
REP RO Coinvest IV A Blocker (Road One) |
|
Class A |
|
Transport & Logistics |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(11) |
||||
Consortium Networks, LLC |
|
LP Interests |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
|
(11) |
|||
Total U.S. Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
U.S. Warrants — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Alphasense, Inc., expire |
|
Series B |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
See notes to Unaudited Consolidated Financial Statements
31
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of December 31, 2023
Portfolio Company |
|
Class/Series |
|
Industry |
|
Initial |
|
Shares |
|
|
Cost |
|
|
Fair |
|
|
Tickmarks |
|||
Degreed, Inc., expire |
|
Series D |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
Degreed, Inc., expire |
|
Series C -1 |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
Degreed, Inc., expire |
|
Common Shares |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
ScyllaDB, Inc., expire |
|
Series C-1 |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(9)(11) |
||||
Vectra AI, Inc., expire |
|
Series F |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
Total U.S. Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
United Kingdom Warrants — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
GlobalWebIndex, Inc., expire |
|
Preferred Units |
|
Software & Tech Services |
|
|
|
|
|
|
|
|
|
|
|
(11) |
||||
Total United Kingdom Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
See notes to Unaudited Consolidated Financial Statements
32
AB Private Credit Investors Corporation
Consolidated Schedule of Investments as of December 31, 2023
Portfolio Company |
|
Class/Series |
|
|
|
|
|
Shares |
|
|
Cost |
|
|
Fair Value |
|
|
Tickmarks |
|||
U.S. Investment Companies — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Orangewood WWB Co-Invest, L.P. |
|
LP Interests |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(11) (14) |
|||
ORCP III Triton Co-Investors, L.P. |
|
LP Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (14) |
|||
AB Equity Investors, L.P. |
|
LP Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (14) |
|||
Falcon Co-Investment Partners, L.P. |
|
LP Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (14) |
|||
GHP E Aggregator, LLC |
|
LLC Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (14) |
|||
GHP SPV 2, L.P. |
|
LP Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9) (11) (14) |
|||
Magenta Blocker Aggregator, LP |
|
LP Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (14) |
|||
Palms Co-Investment Partners, L.P. |
|
LP Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (14) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total U.S. Investment Companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
TOTAL INVESTMENTS— |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
(15) |
|||
Portfolio Company |
|
|
|
Industry |
|
|
|
Shares |
|
|
Cost |
|
|
Fair Value |
|
|
Tickmarks |
|||
Cash Equivalents — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Blackrock T Fund I |
|
Money Market |
|
Money Market Portfolio |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(13) (16) (17) |
||||
State Street Institutional US Government Money Market Fund |
|
Money Market |
|
Money Market Portfolio |
|
|
|
|
|
|
|
|
|
|
|
(13) (16) (17) |
||||
US Bank MMDA GCTS Money Market Fund |
|
Money Market |
|
Money Market Portfolio |
|
|
|
|
|
|
|
|
|
|
|
(13) (16) (17) |
||||
Total Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cash — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
US Dollar |
|
Cash |
|
USD |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
LIABILITIES IN EXCESS OF OTHER |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
|
|
||
NET ASSETS— |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|||
(++)
+
*
#
^
^^
^^^
P - Prime
PIK - Payment-In-Kind
S - SOFR
See notes to Unaudited Consolidated Financial Statements
33
AB Private Credit Investors Corporation
Notes to Unaudited Consolidated Financial Statements
September 30, 2024
1. Organization
AB Private Credit Investors Corporation (the “Fund,” “we,” “our,” and “us”), an externally managed, non-diversified, closed-end, management investment company that elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), was incorporated under the laws of the state of Maryland on February 6, 2015. The Fund was formed to invest in primary-issue middle-market credit opportunities that are directly sourced and privately negotiated. AB Private Credit Investors LLC serves as the Fund’s external investment adviser (the “Adviser”).
The Fund is conducting private offerings (each a “Private Offering”) of its common stock to investors in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). At the closing of any Private Offering, each investor will make a capital commitment (a “Capital Commitment”) to purchase Shares pursuant to a subscription agreement entered into with the Fund. All investors will be committed to the Fund for at least three years from the date of their initial Capital Commitment, subject to the terms described in the Fund’s Private Placement Memorandum. Investors will be required to fund drawdowns to purchase Shares up to the amount of their respective Capital Commitment on an as-needed basis each time the Fund delivers a capital draw-down notice to its investors.
On September 29, 2017, the Fund completed the initial closing (“Initial Closing”) of its Private Offering after entering into subscription agreements (collectively, the “Subscription Agreements”) with several investors, providing for the private placement of Shares. As of September 30, 2024, the Fund had total Capital Commitments of $
The Fund’s fiscal year ends on December 31.
On February 7, 2020, the Fund and an affiliate of Abbott Capital Management, LLC (“Abbott”) became members of ABPCIC Equity Holdings, LLC (“ABPCICE”), a Delaware limited liability company and a special purpose vehicle designed to invest in private equity investments sourced by Abbott. The Fund is the managing member and owns
2. Summary of Significant Accounting Policies
Basis of Financial Statement Presentation
The Fund is an investment company under accounting principles generally accepted in the United States of America (“GAAP”) and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services – Investment Companies. The Fund has prepared the consolidated financial statements and related financial information pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. Accordingly, we have not included in this quarterly report all of the information and notes required by GAAP for annual financial statements. In the opinion of management, the unaudited financial information for the interim period presented in this report reflects all normal and recurring adjustments necessary for a fair statement of the periods presented and results from operations. Operating results for interim periods are not necessarily indicative of operating results for an entire year.
The functional currency of the Fund is U.S. dollars and these consolidated financial statements have been prepared in that currency.
Consolidation
The Fund will generally consolidate any wholly or substantially owned subsidiary when the design and purpose of the subsidiary is to act as an extension of the Fund’s investment operations and to facilitate the execution of the Fund’s investment strategy. Accordingly, the Fund consolidated the results of its wholly or substantially owned subsidiaries in its consolidated financial
34
Valuation of Investment Companies
Cash and Cash Equivalents
Revenue Recognition
Investment transactions are recorded on a trade-date basis. Interest income is recognized on an accrual basis. Interest income on debt instruments is accrued and recognized for those issuers who are currently paying in full or expected to pay in full. For those issuers who are in default or expected to default, interest is not accrued and is only recognized when received. Generally, when interest and/or principal payments on a loan become past due, or if the Fund otherwise does not expect the borrower to be able to service its debt and other obligations, the Fund will place the loan on non-accrual status and will cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to restructuring such that the interest income is deemed to be collectible. The Fund generally restores non-accrual loans to accrual status when past due principal and interest is paid and, in the management’s judgment, is likely to remain current. Interest income and expense include discounts accreted and premiums amortized on certain debt instruments as determined in good faith by the Adviser and calculated using the effective interest method. Loan origination fees, original issue discounts and market discounts or premiums are capitalized as part of the underlying cost of the investments and accreted or amortized over the life of the investment as interest income.
Realized gains and losses on investment transactions are determined on the specific identification method.
Certain investments in debt securities may contain a contractual payment-in-kind (“PIK”) interest provision. The PIK provisions generally feature the obligation, or the option, at each interest payment date of making interest payments in (i) cash, (ii) additional debt or (iii) a combination of cash and additional debt. PIK interest, computed at the contractual rate specified in the investment’s credit agreement, is accrued as interest income and recorded as interest receivable up to the interest payment date. On the interest payment date, the accrued interest receivable attributable to PIK is added to the principal balance of the investment. When additional debt is received on the interest payment date, it typically has the same terms, including maturity dates and interest rates, as the original loan. PIK interest generally becomes due on the investment’s maturity date or call date.
The Fund may earn various fees during the life of the loans. Such fees include, but are not limited to, syndication, commitment, administration, prepayment and amendment fees, some of which are paid to the Fund on an ongoing basis. These fees and any other income are recognized as earned. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income.
Costs associated with entering into an investment are included in the cost of the investment, and any costs incurred relating to an unconsummated investment are expensed.
Investment Transactions
35
Non-Accrual Investments
Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to the contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. The Fund may make exceptions to this treatment if an investment has sufficient collateral value and is in the process of collection. As of September 30, 2024, the Fund had certain investments held in six portfolio companies on non-accrual status, which represented
Credit Facility Related Costs, Expenses and Deferred Financing Costs
Notes Payable Related Costs, Expenses and Unamortized Debt Issuance Costs
The Notes (as defined in Note 4) are recorded at carrying value. Interest expense on notes payable is recorded on an accrual basis. Debt issuance costs relating to notes payable are amortized on a straight-line basis over the contractual term and included in interest and borrowing expenses in the consolidated statements of operations. The unamortized debt issuance costs are included as a direct reduction of the carrying value of the notes payable (i.e. a contra liability).
Secured Borrowings
The Fund may finance the purchase of certain investments through sale/buy-back agreements. In a sale/buy-back agreement, the Fund enters into a trade to sell an investment and contemporaneously enters into a trade to buy the same investment back on a specified date in the future with the same counterparty. The Fund uses sale/buy-back agreements as a short-term financing alternative to its existing Credit Facilities. The Fund accounts for its sale/buy-back agreements (the “Secured Borrowings”) as secured borrowings and continues to present the investment as an asset and the obligation to return the cash received as a liability within secured borrowings on the consolidated statements of assets and liabilities. Interest income earned on investments pledged under sale/buy-back agreements and financing charges associated with the sale/buy-back agreements are included within interest income and interest and borrowing expenses, respectively, on the consolidated statements of operations. Accrued interest receivable on investments and accrued financing charges on the sale/buy-back agreements are included within interest receivable and interest and borrowing expenses payable, respectively, on the consolidated statements of assets and liabilities. The fair value of the Fund's secured borrowings approximates the carrying value due to the short-term maturities of generally 120 days or less. These secured borrowings are classified as Level 2.
Income Taxes
ASC 740, “Accounting for Uncertainty in Income Taxes” (“ASC 740”) provides guidance on the accounting for and disclosure of uncertainty in tax positions. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of
36
preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Based on its analysis of its tax position for all open tax years (the current and prior two years), the Fund has concluded that it does not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740. Such open tax years remain subject to examination and adjustment by tax authorities.
The Fund has elected to be treated and intends to continue to be treated for federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). So long as the Fund is able to maintain its status as a RIC, it intends not to be subject to U.S. federal income tax on the portion of its taxable income and gains distributed to stockholders, if any. To qualify for RIC tax treatment, the Fund is required to distribute at least
The Fund may be subject to taxes imposed by countries in which the Fund invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized gain (loss) as such income and/or gains are earned.
The Fund remains subject to examination by U.S. federal and state jurisdictions, as well as international jurisdictions, and upon completion of these examinations (if undertaken by the taxing jurisdiction) tax adjustments may be necessary and retroactive to all open tax years.
Certain of the Fund’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes.
Use of Estimates
Distributions
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. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent they are charged or credited to paid-in capital in excess of par or distributable earnings, as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Fund’s annual RIC tax return. Distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a distribution is determined by the Board each quarter and is generally based upon the earnings estimated by the Adviser. The Fund may pay distributions to its stockholders 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 Fund may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce the stockholder’s tax basis in its Shares. The Fund intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Fund may retain certain net capital gains for reinvestment and, depending upon the level of the Fund’s taxable income earned in a year, the Fund may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax. The specific tax characteristics of the Fund’s distributions will be reported to stockholders after the end of the
37
calendar year. All distributions will be subject to available funds, and no assurance can be given that the Fund will be able to declare such distributions in future periods.
3. Related Party Transactions
Advisory Agreement
On November 13, 2019, the Fund entered into the amended and restated advisory agreement (the “Amended and Restated Advisory Agreement”), replacing the advisory agreement the Fund entered into with the Adviser on July 27, 2017 (the “Advisory Agreement”), pursuant to which the Fund will pay the Adviser, quarterly in arrears, a base management fee calculated at an annual rate of
On March 24, 2022, the Fund entered into the second amended and restated investment advisory agreement (the “Second Amended and Restated Advisory Agreement”), replacing the Amended and Restated Advisory Agreement pursuant to which effective March 24, 2022 the base management fee shall be calculated at an annual rate of
For the three and nine months ended September 30, 2024, the Fund incurred a management fee of $
The Fund also pays the Adviser an incentive fee that provides the Adviser with a share of the income that the Adviser generates for the Fund. The incentive fee consists of an income-based incentive fee component and a capital-gains component, which are largely independent of each other, with the result that one component may be payable even if the other is not.
Income-Based Incentive Fee: The income-based incentive fee is calculated and payable quarterly in arrears based on the Fund’s net investment income prior to any deductions with respect to such income-based incentive fees and capital gains incentive fees (“Pre-incentive Fee Net Investment Income” or “PIFNII”) for the quarter, as further described below. PIFNII means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial and consulting fees or other fees the Fund receives from portfolio companies) that the Fund accrues during the fiscal quarter, minus the Fund’s operating expenses for the quarter (including the base management fee, expenses payable under the administration agreement (the “Administration Agreement”) the Fund has entered into with State Street Bank and Trust (the “Administrator”), and any interest expense and dividends paid on any issued and outstanding indebtedness or preferred stock, respectively, but excluding, for avoidance of doubt, the income-based incentive fee, as well as the capital gains incentive fee (described below), accrued under GAAP). PIFNII also includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero-coupon securities), accrued income that the Fund has not yet received in cash. The Adviser is not under any obligation to reimburse the Fund for any part of the income-based incentive fees it received that was based on accrued interest that the Fund never actually received.
PIFNII does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Because of the structure of the income-based incentive fee, it is possible that the Fund may accrue such income-based incentive fee in a quarter where the Fund incurs a net loss. For example, if the Fund receives PIFNII in excess of a hurdle rate (as defined below) for a quarter, the Fund will accrue the applicable income-based incentive fee even if the Fund has incurred a realized and/or unrealized capital loss in that quarter. However, cash payment of the income-based incentive fee may be deferred in this situation, subject to the restrictions detailed at the end of this section.
PIFNII, expressed as a rate of return on the average value of the Fund’s net assets (defined as total assets, less indebtedness and before taking into account any incentive fees payable during the period) as of the first day of each month during the course of the immediately preceding calendar quarter, will be compared to various “hurdle rates,” with the income-based incentive fee rate of return increasing at each hurdle rate.
38
Description of Quarterly Incentive Fee Calculations
The Fund pays the Adviser an income-based incentive fee with respect to PIFNII in each calendar quarter as follows:
For the three and nine months ended September 30, 2024, the Fund incurred income-based incentive fees of $
The capital gains fee shall be determined and payable in arrears as of the end of each calendar year (or upon termination of this Agreement as set forth below), and will equal 20.0% of the Fund’s aggregate cumulative realized capital gains, if any, from the date of the Fund’s election to be regulated as a BDC through the end of each calendar year, computed net of all aggregate cumulative realized capital losses and aggregate cumulative unrealized capital depreciation, less the aggregate amount of any previously paid capital gain incentive fees, with respect to each of the investments in the Fund’s portfolio. The Fund’s “aggregate cumulative realized capital gains” will not include any unrealized appreciation. The capital gains fee is not subject to any minimum return to stockholders. If such amount is negative, then no capital gains fee will be payable for such year. In the event that the Second Amended and Restated Advisory Agreement shall terminate as of a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for purposes of calculating and paying a capital gains fee.
While the capital gains fee to be paid is determined above, GAAP requires such fee to be accrued as if the Fund were to be terminated and liquidated at period end hypothetical liquidation. There was
The amount of capital gains incentive fee expense related to a hypothetical liquidation of the portfolio (and assuming no other changes in realized or unrealized gains and losses) would only become payable to the Adviser in the event of a complete liquidation of the Fund’s portfolio as of period end and the termination of the Second Amended and Restated Advisory Agreement on such date. Also, it should be noted that the capital gains incentive fee expense fluctuates with the Fund’s overall investment results.
The Fund will defer cash payment of any income-based incentive fee and/or any capital gains incentive fee otherwise earned by the Adviser if during the most recent four full fiscal quarter periods ending on or prior to the date such payment is to be made, the sum of (a) the PIFNII, and (b) the realized capital gain / loss and (c) unrealized capital appreciation/ depreciation expressed as a rate of
39
return on the value of our net assets, is less than
Administration Agreement and Expense Reimbursement Agreement
The Fund has entered into the Administration Agreement with the Administrator and a separate expense reimbursement agreement with the Adviser (the “Expense Reimbursement Agreement”) under which any allocable portion of the cost of its Chief Compliance Officer and Chief Financial Officer and their respective staffs will be reimbursed by the Fund. Under the Administration Agreement, the Administrator will be responsible for providing the Fund with clerical, bookkeeping, recordkeeping and other administrative services. The Fund will reimburse the Adviser an amount equal to its allocable portion (subject to the review of the Fund’s Board) of its overhead resulting from its obligations under the Expense Reimbursement Agreement, including the allocable portion of the cost of its Chief Compliance Officer and Chief Financial Officer and their respective staffs.
Expense Support and Conditional Reimbursement Agreement
On September 29, 2017, the Fund and the Adviser entered into an agreement (the “Expense Support and Conditional Reimbursement Agreement”) to limit certain of the Fund’s Operating Expenses, as defined below, to no more than 1.5% of the Fund’s average quarterly gross assets. To achieve this percentage limitation, the Adviser has agreed to reimburse the Fund for certain Operating Expenses on a quarterly basis (any such payment by the Adviser, an “Expense Payment”) and the Fund has agreed to later repay such amounts (any such payment by the Fund, a “Reimbursement Payment”), pursuant to the terms of the Expense Support and Conditional Reimbursement Agreement. The actual percentage of Operating Expenses paid by the Fund in any quarter after deducting any Expense Payment, as a percentage of the Fund’s average quarterly gross assets, is referred to as the “Percentage Limit.”
Any Expense Payment by the Adviser pursuant to the Expense Support and Conditional Reimbursement Agreement will be subject to repayment by the Fund on a quarterly basis within the three years following the fiscal quarter of the Fund in which the Operating Expenses were paid or absorbed, if the total Operating Expenses for the current quarter, including Reimbursement Payments, expressed as a percentage of the Fund’s average gross assets during such quarter is less than the then-current Percentage Limit, if any, and the Percentage Limit that was in effect at the time when the Adviser reimbursed the Operating Expenses that are the subject of the repayment, subject to certain provisions of the Expense Support and Conditional Reimbursement Agreement, as described below. For purposes of the Expense Support and Conditional Reimbursement Agreement, “Operating Expenses” means the Fund’s Total Operating Expenses (as defined below), excluding base management fees, incentive fees, distribution and stockholder servicing fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses and “Total Operating Expenses” means all of the Fund’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies.
However, no Reimbursement Payment for any quarter will be made if: (1) the Effective Rate of Distributions Per Share (as defined below) declared by the Fund at the time of such Reimbursement Payment is less than or equal to the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) the Fund’s Operating Expense Ratio at the time of such Reimbursement Payment is greater than or equal to the Operating Expense Ratio (as defined below) at the time the Expense Payment was made to which such Reimbursement Payment relates. For purposes of the Expense Support and Conditional Reimbursement Agreement, “Effective Rate of Distributions Per Share” means the annualized rate (based on a 365- day year) of regular cash distributions per Share exclusive of returns of capital, distribution rate reductions due to distribution and stockholder fees, and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing Operating Expenses in any quarter by the Fund’s average net assets in such quarter.
The specific amount of expenses paid by the Adviser, if any, will be determined at the end of each quarter. The Fund or the Adviser may terminate the Expense Support and Conditional Reimbursement Agreement at any time, with or without notice. The Expense Support and Conditional Reimbursement Agreement will automatically terminate in the event of (a) the termination of the Second Amended and Restated Advisory Agreement, or (b) the Board of the Fund making a determination to dissolve or liquidate the Fund. Upon termination of the Expense Support and Conditional Reimbursement Agreement, the Fund will be required to fund any Expense Payments, subject to the aforementioned requirements per the Expense Support and Conditional Reimbursement Agreement, that have not been reimbursed by the Fund to the Adviser. As of September 30, 2024, there was
Transfer Agency Agreement
On September 26, 2017, the Fund and Alliance Bernstein Investor Services, Inc. (“ABIS”), an affiliate of the Fund, entered into an agreement pursuant to which ABIS will provide transfer agent services to the Fund. The Fund bears the expenses related to the agreement with ABIS.
40
For the three and nine months ended September 30, 2024, the Fund accrued $
Co-investment Activity
The Fund may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the directors who are not interested persons, and in some cases, the prior approval of the SEC. The Fund, the Adviser and certain of their affiliates have been granted exemptive relief by the SEC for the Fund to co-invest with other funds managed by the Adviser or its affiliates in a manner consistent with the Fund’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to such exemptive relief, the Fund generally is permitted to co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Fund and its shareholders and do not involve overreaching of the Fund or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of the Fund’s shareholders and is consistent with its investment objective and strategies, (3) the investment by its affiliates would not disadvantage the Fund, and the Fund’s participation would not be on a basis different from or less advantageous than that on which its affiliates are investing and (4) the proposed investment by the Fund would not benefit the Adviser or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the exemptive relief and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act. As a result of exemptive relief, there could be significant overlap in the Fund’s investment portfolio and the investment portfolio of other funds managed by the Adviser or its affiliates that could avail themselves of the exemptive relief and that have an investment objective similar to the Fund’s.
Affiliates
As defined in the Investment Company Act, an investment is deemed to be a “controlled affiliated person” of the Fund because the Fund owns, either directly or indirectly, 25% or more of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. As defined in the Investment Company Act an investment is deemed to be an “affiliated person” of the Fund because the Fund owns, either directly or indirectly, 5% or more of the portfolio company’s outstanding voting securities. The table below presents the Fund’s affiliated investments:
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Beginning |
|
|
Gross |
|
|
Gross |
|
|
Net Realized |
|
|
Net Change in |
|
|
Ending Fair |
|
|
Dividend, |
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|||||||
For the nine Months Ended |
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|
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|
|
|
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|||||||
Non-Controlled Affiliates |
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
SBS Super Holdings, LLC |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Delaware Valley Management |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Delaware Valley Management |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
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|
||||||
Delaware Valley Management |
|
|
|
|
|
|
|
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( |
) |
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|
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|
|
|
|
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||||||
Delaware Valley Management |
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|
|
|
|
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( |
) |
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|
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|
|
|
|
|
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|
|
||||||
Total Non-Controlled Affiliates |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
41
|
|
Beginning |
|
|
Gross |
|
|
Gross |
|
|
Net Realized |
|
|
Net Change in |
|
|
Ending Fair |
|
|
Dividend, |
|
|||||||
For the nine Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Non-Controlled Affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
SBS Super Holdings, LLC |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||||
Delaware Valley Management |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Delaware Valley Management |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
Delaware Valley Management |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Delaware Valley Management |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Non-Controlled Affiliates |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
4. Borrowings
Credit Facilities
HSBC Credit Facility
On July 8, 2021, the Fund entered into Joinder and Third Amendment to Revolving Credit Agreement (the “HSBC Joinder”), with HSBC as administrative agent and a lender, and each of the parties listed thereto, pursuant to which the Fund became party to a subscription financing facility (the “2021 HSBC Credit Facility”) evidenced by Revolving Credit Agreement, dated as of June 14, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “2021 HSBC Credit Agreement”), by and among AB-Abbott Private Equity Investors 2019 (Delaware) Fund L.P., AB-Abbott Private Equity Investors 2020 (Delaware) Fund L.P., AB-Abbott Private Equity Solutions 2021 (Delaware) Fund L.P., AB Private Credit Investors Middle Market Direct Lending Fund L.P., AB-Abbott Private Equity Solutions 2022 (Delaware), affiliates of the Fund, the banks and financial institutions from time to time party thereto as lenders, and HSBC as administrative agent. The Fund has entered into a number of amendments of the 2021 HSBC Credit Facility through August 30, 2024 the latest details of which are reflected in the notes below.
Borrowings under the 2021 HSBC Credit Facility bear interest at a rate per annum equal to (i) with respect to SOFR Loans, Adjusted Term SOFR (as defined in the 2021 HSBC Credit Agreement) plus a spread of
As of September 30, 2024, the maximum commitment under the 2021 HSBC Credit Facility is $
42
Synovus Credit Facility
On October 15, 2020, ABPCIC Funding II LLC, a Delaware limited liability company and wholly-owned subsidiary of the Fund (“ABPCIC Funding II”), entered into a revolving credit facility (the “Synovus Credit Facility”) with Synovus Bank, Specialty Finance Division (“Synovus”), as facility agent, and U.S. Bank, National Association (“U.S. Bank”), as collateral agent (in such capacity, the “Synovus Collateral Agent”), collateral custodian (in such capacity, the “Synovus Collateral Custodian”) and securities intermediary (in such capacity, the “Synovus Securities Intermediary”). ABPCIC Funding II has entered into a number of amendments of the Synovus Credit Facility through October 26, 2023, the latest details of which are reflected in the notes below.
As of September 30, 2024, the Synovus Credit Facility provides for borrowings in an aggregate amount up to $
Borrowings under the Synovus Credit Facility are secured by all of the assets held by ABPCIC Funding II. Pursuant to the agreements establishing the Synovus Credit Facility, the Adviser will perform certain duties with respect to the purchase and management of the assets securing the Synovus Credit Facility. The Adviser will not receive a fee for these services so long as the Adviser or an affiliate thereof continues providing such services. ABPCIC Funding II will reimburse all reasonable expenses, disbursements and advances incurred or made by the Adviser in the performance of its obligations relating to the Synovus Credit Facility.
All of the collateral pledged to the lenders by ABPCIC Funding II under the Synovus Credit Facility is held in the custody of the Synovus Collateral Custodian or the Synovus Securities Intermediary. The Synovus Collateral Custodian will maintain and perform certain custodial services with respect to the collateral pledged to support the Synovus Credit Facility. As compensation for the services rendered by U.S. Bank in its capacities as Synovus Collateral Custodian and Synovus Collateral Agent, ABPCIC Funding II will pay U.S. Bank, on a quarterly basis, customary fee amounts and reimburse U.S. Bank for its reasonable out-of-pocket expenses. The Synovus Credit Facility contains certain customary covenants and events of default, with customary cure and notice provisions.
Natixis Credit Facility
On April 21, 2023, ABPCIC Funding IV LLC, a Delaware limited liability company and wholly-owned subsidiary of the Fund (“ABPCIC Funding IV”), entered into a warehouse financing transaction (the “Natixis Credit Facility”) with Natixis, New York Branch, as administrative agent and U.S. Bank Trust Company, National Association, as collateral agent and collateral administrator. As of September 30, 2024, the Natixis Credit Facility provides for a total commitment amount of up to $
The Natixis Credit Facility is secured by ABPCIC Funding IV’s right, title and interest in the pledged collateral, which includes (but is not limited to): all collateral loans; the custodial accounts, the eligible accounts, and the eligible investments; cash, money, securities, reserves and other property of ABPCIC Funding IV; all related property; and certain agreements entered into in connection with the Natixis Credit Facility. The stated maturity date of the Natixis Credit Facility is
The Natixis Credit Facility includes customary covenants, including certain limitations on the incurrence by ABPCIC Funding IV of additional indebtedness, as well as customary events of default.
43
MUFG Credit Facility
On September 19, 2024, ABPCIC Funding V LLC, a Delaware limited liability company and wholly-owned subsidiary of the Fund ("ABPCIC Funding V"), entered into a warehouse financing transaction (the “MUFG Credit Facility,” and together with the 2021 HSBC Credit Facility, the Synovus Credit Facility and the Natixis Credit Facility, the “Credit Facilities”). In connection with the MUFG Credit Facility, ABPCIC Funding V entered into, among other agreements, (i) the credit agreement (the “MUFG Credit Agreement”), among ABPCIC Funding V, MUFG Bank, Ltd., as lender, the other lenders party thereto from time to time, MUFG Bank, Ltd., as administrative agent, U.S. Bank Trust Company, National Association, as collateral agent (in such capacity, the “MUFG Collateral Agent”) and collateral administrator (in such capacity, the “MUFG Collateral Administrator”), and U.S. Bank National Association, as document custodian, (ii) the account control agreement, among ABPCIC Funding V, as debtor, the MUFG Collateral Agent, as secured party, and U.S. Bank National Association, as securities intermediary (in such capacity, the “MUFG Securities Intermediary”), (iii) the collateral management agreement (the “MUFG Collateral Management Agreement”), between ABPCIC Funding V and the Adviser, as collateral manager (in such capacity, the “MUFG Collateral Manager”), (iv) the collateral administration agreement (the “MUFG Collateral Administration Agreement”), among ABPCIC Funding V, the MUFG Collateral Manager and the MUFG Collateral Administrator and (v) the master loan sale and contribution agreement between the Fund, as seller, and ABPCIC Funding V, as buyer.
As of September 30, 2024, the MUFG Credit Agreement provides for borrowings in an aggregate amount up to $
Borrowings under the MUFG Credit Agreement are secured by all of the assets held by ABPCIC Funding V. Pursuant to the MUFG Collateral Management Agreement, the MUFG Collateral Manager will perform certain duties with respect to the purchase and management of the assets securing the MUFG Credit Facility. The MUFG Collateral Manager has elected to waive any fees that would otherwise be payable under the MUFG Credit Agreement and the MUFG Collateral Management Agreement. ABPCIC Funding V will reimburse the expenses incurred by the MUFG Collateral Manager in the performance of its obligations under the MUFG Collateral Management Agreement other than any ordinary overhead expenses, which shall not be reimbursed. ABPCIC Funding V has made customary representations and warranties under the MUFG Collateral Management Agreement and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities.
All of the collateral pledged to the lenders by ABPCIC Funding V under the MUFG Credit Agreement is held in the custody of the MUFG Securities Intermediary under the MUFG Control Agreement. The MUFG Collateral Administrator will maintain and perform certain collateral administration services with respect to the collateral pursuant to the MUFG Collateral Administration Agreement. As compensation for the services rendered by the MUFG Collateral Administrator, ABPCIC Funding V will pay the MUFG Collateral Administrator, on a quarterly basis, customary fee amounts and reimburse the MUFG Collateral Administrator for its reasonable out-of-pocket expenses. The MUFG Collateral Administration Agreement and the obligations of the MUFG Collateral Administrator will continue until the earlier of (i) the liquidation of the collateral and the final distribution of the proceeds of such liquidation, (ii) the date on which all obligations have been paid in full or (iii) the termination of the MUFG Collateral Management Agreement.
The Fund’s outstanding borrowings through the Credit Facilities as of September 30, 2024 were as follows:
|
|
Aggregate |
|
|
Outstanding |
|
|
Amount |
|
|
Carrying |
|
||||
HSBC |
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
||||
Synovus |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Natixis |
|
|
|
|
|
|
|
|
|
|
|
|
||||
MUFG |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
44
The Fund’s outstanding borrowings through the Credit Facilities as of December 31, 2023 were as follows:
|
|
Aggregate |
|
|
Outstanding |
|
|
Amount |
|
|
Carrying |
|
||||
HSBC |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Synovus |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Natixis |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
As of September 30, 2024 and December 31, 2023, deferred financing costs were $
Collateralized Loan Obligations
CLO VI
On August 9, 2019, ABPCI Direct Lending Fund CLO VI Ltd (“CLO VI”), an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “VI Issuer”), and ABPCI Direct Lending Fund CLO VI LLC, a limited liability company organized under the laws of the State of Delaware (the “VI Co-Issuer,” and together with the VI Issuer, the “VI Co-Issuers”), each a newly formed special purpose vehicle, completed a $
The CLO VI indenture was refinanced under terms of the first supplemental indenture dated April 28, 2022 among the VI Issuer and U.S. Bank National Association, as trustee. As a result of the refinancing, the outstanding notes (other than the Subordinated Notes) under the indenture dated August 9, 2019 in the amount of $
The CLO VI Transaction was executed through a private placement and the notes offered (the “VI Notes”) that remain outstanding as of September 30, 2024 and December 31, 2023 were as follows:
|
|
September 30, 2024 |
|
|
|||||||
|
|
Principal |
|
|
Interest |
|
Carrying |
|
|
||
Class A-1-R Senior Secured Floating Rate Note |
|
$ |
|
|
|
$ |
|
|
|||
Class A-1-L Senior Secured Floating Rate Loan |
|
$ |
|
|
|
$ |
|
|
|||
Class A-1-F Senior Secured Fixed Rate Note |
|
$ |
|
|
|
$ |
|
|
|||
Class A-2-R Senior Secured Floating Rate Note |
|
$ |
|
|
|
$ |
|
|
|||
Class B-R Secured Deferrable Floating Rate Note |
|
$ |
|
|
|
$ |
|
* |
|||
Class C-R Secured Deferrable Floating Rate Note |
|
$ |
|
|
|
$ |
|
* |
|||
Subordinated Notes |
|
$ |
|
|
N/A |
|
$ |
|
* |
||
45
|
|
December 31, 2023 |
|
|
|||||||
|
|
Principal |
|
|
Interest |
|
Carrying |
|
|
||
Class A-1-R Senior Secured Floating Rate Note |
|
$ |
|
|
|
$ |
|
|
|||
Class A-1-L Senior Secured Floating Rate Loan |
|
$ |
|
|
|
$ |
|
|
|||
Class A-1-F Senior Secured Fixed Rate Note |
|
$ |
|
|
|
$ |
|
|
|||
Class A-2-R Senior Secured Floating Rate Note |
|
$ |
|
|
|
$ |
|
|
|||
Class B-R Secured Deferrable Floating Rate Note |
|
$ |
|
|
|
$ |
|
* |
|||
Class C-R Secured Deferrable Floating Rate Note |
|
$ |
|
|
|
$ |
|
* |
|||
Subordinated Notes |
|
$ |
|
|
N/A |
|
$ |
|
* |
||
The CLO VI indenture provides that the holders of the VI Notes are to receive quarterly interest payments, in arrears, on the 27th day in January, April, July and October of each year, commencing in July 2022. The VI Notes will mature on
The VI Notes are the secured obligations of the VI Co-Issuers, and the indenture governing the VI Notes includes customary covenants and events of default. The VI Notes have not been, and are not expected to be, registered under the Securities Act or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.
The Adviser serves as collateral manager to the VI Issuer pursuant to a collateral management agreement between the Adviser and the VI Issuer (the “CLO VI Collateral Management Agreement”). For so long as the Adviser serves as collateral manager to the VI Issuer, the Adviser will elect to irrevocably waive any base management fee or subordinated interest to which it may be entitled under the CLO VI Collateral Management Agreement. Pursuant to a new CLO notes issuance, a collateral management fee is no longer charged as long as the Adviser serves as a collateral manager and as such, for the three and nine months ended September 30, 2024, and September 30, 2023 the Fund did
CLO XIII
On May 3, 2023, ABPCI Direct Lending Fund CLO XIII LTD (“CLO XIII”), a private company limited by shares incorporated under the laws of Jersey (the “XIII Issuer”), ABPCI Direct Lending Fund CLO XIII LLC, a limited liability company organized under the laws of the State of Delaware (the “XIII Co-Issuer,” and together with the XIII Issuer, the “XIII Co-Issuers”), ABPCI Direct Lending Fund CLO XIII First Static Subsidiary Ltd (the “First Static Subsidiary”) and ABPCI Direct Lending Fund CLO XIII Second Static Subsidiary Ltd (the “Second Static Subsidiary” and together with the First Static Subsidiary, the “Static Subsidiaries”, and together with the XIII Co-Issuers, the “XIII Issuer Entities”), each a newly formed special purpose vehicle, completed a $
|
|
September 30, 2024 |
|
|
|||||||
|
|
Principal |
|
|
Interest |
|
Carrying |
|
|
||
Class A Senior Secured Floating Rate Note (“Class A”) |
|
$ |
|
|
|
$ |
|
|
|||
Class B Senior Secured Floating Rate Note (“Class B”) |
|
$ |
|
|
|
$ |
|
|
|||
Class C Secured Deferrable Floating Rate Note (“Class C”) |
|
$ |
|
|
|
$ |
|
|
|||
Class D Secured Deferrable Floating Rate Note (“Class D”) |
|
$ |
|
|
|
$ |
|
* |
|||
Subordinated Notes |
|
$ |
|
|
N/A |
|
$ |
|
* |
||
46
|
|
December 31, 2023 |
|
|
|||||||
|
|
Principal |
|
|
Interest |
|
Carrying |
|
|
||
Class A Senior Secured Floating Rate Note (“Class A”) |
|
$ |
|
|
|
$ |
|
|
|||
Class B Senior Secured Floating Rate Note (“Class B”) |
|
$ |
|
|
|
$ |
|
|
|||
Class C Secured Deferrable Floating Rate Note (“Class C”) |
|
$ |
|
|
|
$ |
|
|
|||
Class D Secured Deferrable Floating Rate Note (“Class D”) |
|
$ |
|
|
|
$ |
|
* |
|||
Subordinated Notes |
|
$ |
|
|
N/A |
|
$ |
|
* |
||
The CLO XIII indenture provides that the holders of the XIII Notes are to receive quarterly interest payments, in arrears, on the 27th day in January, April, July and October of each year, commencing in October 2023. The XIII Notes will mature on April 27, 2035..
The XIII Notes are the secured obligations of the XIII Issuer Entities, and the indenture governing the XIII Notes includes customary covenants and events of default. The XIII Notes have not been, and will not be, registered under the Securities Act or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.
The Adviser serves as collateral manager to the XIII Issuer pursuant to a collateral management agreement between the Adviser and the XIII Issuer (the “CLO XIII Collateral Management Agreement”). For so long as the Adviser serves as collateral manager to the XIII Issuer, a collateral management fee shall not be charged.
Secured Borrowings
From time to time, the Fund may engage in sale/buy-back agreements, with Macquarie US Trading LLC (the “Macquarie Sale/Buy Back”), which are a type of secured borrowing. The amount, interest rate and terms of these agreements will be individually negotiated on a transaction-by-transaction basis. Each borrowing is secured by an interest in an underlying asset which is participated or assigned to the sale/buy-back counterparty for the duration of the agreement.
Secured Borrowings outstanding as of September 30, 2024 were as follows :
Loan Name |
|
Trade Date |
|
Maturity Date |
|
bps Daily Rate |
|
|
Amount |
|
||
Firebird Midco, Inc |
|
|
|
|
|
|
|
|
||||
Magaya Corporation |
|
|
|
|
|
|
|
|
||||
Webster Equity Partners III-A, L.P. |
|
|
|
|
|
|
|
|
||||
Colo Holdings LLC |
|
|
|
|
|
|
|
|
||||
Bonterra LLC |
|
|
|
|
|
|
|
|
||||
Nasuni Corporation |
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
$ |
|
||
47
Secured Borrowings outstanding as of December 31, 2023 were as follows:
Loan Name |
|
Trade Date |
|
Maturity Date |
|
bps Daily Rate |
|
|
Amount |
|
||
Saviynt, Inc. |
|
|
|
|
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
$ |
|
||
As of September 30, 2024 and December 31, 2023, total outstanding borrowings, net of unamortized discount and debt issuance costs, under the Credit Facilities, Notes, and Secured Borrowings were $
Interest Expense on Borrowings
For the three and nine months ended September 30, 2024, and September 30, 2023, the components of interest and other debt expenses related to the borrowings were as follows:
|
|
For the three months ended |
|
|
For the nine months ended |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Interest and borrowing expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Commitment fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of discount, debt issuance and |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted average interest rate(1) |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Average outstanding balance |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
5. Fair Value Measurement
The Fund conducts the valuation of its investments, upon which the Fund's NAV is based, at all times consistent with GAAP and the 1940 Act. The Fund values its investments in accordance with ASC 820, which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. ASC 820 prioritizes the use of observable market prices or values derived from such prices over entity-specific inputs. Additional information regarding the fair value hierarchy of ASC 820 follows below. Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material.
ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. ASC 820 also provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings, and provides for enhanced disclosures determined by the level within the hierarchy of information used in the valuation. In accordance with ASC 820, these inputs are summarized in the three levels listed below:
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of observable input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.
Pursuant to the amended SEC Rule 2a-5 of the 1940 Act, the Board designated the Adviser as the Fund’s “valuation designee.” In this capacity, the Adviser is responsible, among other things, for making all fair value determinations relating to the Fund’s portfolio investments, subject to the Board’s oversight.
48
Active, publicly traded instruments are classified as Level 1 and their values are generally based on quoted market prices, even if both the market’s normal daily trading volume is not sufficient to absorb the quantity held and placing orders to sell the position in a single transaction might affect the quoted price.
The Fund’s valuation policy considers the fact that no ready market may exist for many of the securities in which it invests and that fair value for its investments must be determined using unobservable inputs.
Investments that are listed or traded on an exchange and are freely transferrable are valued at either the closing price (in the case of securities and futures) or the mean of the closing bid and offer (in the case of options) on the principal exchange on which the investment is listed or traded. Investments for which other market quotations are readily available will typically be valued at those market quotations. To validate market quotations, the Fund uses a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Where it is possible to obtain reliable, independent market quotations from a third party vendor, the Fund will use these quotations to determine the value of its investments. The Fund utilizes mid-market pricing (i.e., mid-point of average bid and ask prices) to value these investments. The Adviser obtains these market quotations from independent pricing services, if available; otherwise from at least two principal market makers or primary market dealers. To assess the continuing appropriateness of pricing sources and methodologies, the Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. The Adviser does not adjust the prices unless it has a reason to believe market quotations are not reflective of the fair value of an investment.
Where prices or inputs are not available, or, in the judgment of the Adviser, not reliable, valuation approaches based on the facts and circumstances of the particular investment will be utilized. Securities that are not publicly traded or whose market prices are not readily available, as is the case for a substantial portion of the Fund’s investments, are valued at fair value as determined in good faith pursuant to procedures adopted by, and under the oversight of, the Board, based on, among other things, the input of the Adviser and independent third-party valuation firms engaged at the direction of the Board to review the Fund’s investments. These valuation approaches involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments’ complexity. The Board may modify the Fund’s valuation procedures from time to time.
With respect to the quarterly valuation of investments, the Fund undertakes a multi-step valuation process each quarter in connection with determining the fair value of its investments for which reliable market quotations are not readily available as of the last calendar day of each quarter, which includes, among other procedures, the following:
As part of the valuation process, the Fund will take into account relevant factors in determining the fair value of its investments for which reliable market quotations are not readily available, many of which are loans, including and in combination, as relevant, of: (i) the estimated enterprise value of a portfolio company, generally based on an analysis of discounted cash flows, publicly traded comparable companies and comparable transactions, (ii) the nature and realizable value of any collateral, (iii) the portfolio company’s ability to make payments based on its earnings and cash flow, (iv) the markets in which the portfolio company does business, and (v) overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity or debt sale occurs, the Fair Value Committee or its delegates will consider whether the pricing indicated by the external event corroborates its valuation.
49
In determining the fair value of the Fund’s Level 3 debt and equity positions, the Adviser and the independent valuation firms use the following factors where relevant: loan to value (“LTV”) based on an enterprise value determined using the original purchase price, public equity comparable, recent M&A transaction, and a discounted cash flow (“DCF”) analysis, and yields from comparable loans, comparable high yield bonds, high yield indexes and loan indexes (“comparable yields”).
Due to the inherent uncertainty of valuations, however, estimated fair values may differ from the values that would have been used had a readily available market for the securities existed and the differences could be material.
The following tables summarizes the valuation of the Fund’s investments as of September 30, 2024:
Assets* |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money Market Funds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total Cash Equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Assets* |
|
|
|
|
|
|
|
|
|
|
|
|
||||
1st Lien/Senior Secured Debt |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
2nd Lien/Junior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Stock and LP Interests |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Investments valued at NAV as a |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total assets# |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
*
#
The following tables summarizes the valuation of the Fund’s investments as of December 31, 2023:
Assets* |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money Market Funds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total Cash Equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Assets* |
|
|
|
|
|
|
|
|
|
|
|
|
||||
1st Lien/Senior Secured Debt |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
2nd Lien/Junior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Investments valued at NAV as a |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total assets# |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
*
50
The following is a reconciliation of Level 3 assets for the nine months ended September 30, 2024:
|
|
1st |
|
|
2nd |
|
|
Preferred |
|
|
Common |
|
|
Warrants |
|
|
Total |
|
||||||
Balance as of January 1, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Purchases (including PIK) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sales and principal payments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Realized Gain (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net Amortization of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Transfers Out |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Net Change in Unrealized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of September 30, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Change in Unrealized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
For the nine months ended September 30, 2024, there were
For the nine months ended September 30, 2024, there were transfers out of Level 3 into Level 2 of $
Further amounts of $
The following is a reconciliation of Level 3 assets for the year ended December 31, 2023:
|
|
1st |
|
|
2nd |
|
|
Preferred |
|
|
Common |
|
|
Warrants |
|
|
Total |
|
||||||
Balance as of January 1, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Purchases (including PIK) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sales and principal payments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Realized Gain (Loss) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|||
Net Amortization of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Transfers In |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Transfers Out |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net Change in Unrealized |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance as of December 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Change in Unrealized |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
For the year ended December 31, 2023, there were no transfers into or out of Level 3.
The following tables present the ranges of significant unobservable inputs used to value the Fund’s Level 3 investments as of September 30, 2024 and December 31, 2023, respectively. These ranges represent the significant unobservable inputs that were used in the valuation of each type of investment. These inputs are not representative of the inputs that could have been used in the valuation of any one investment. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Fund’s Level 3 investments..
51
|
|
Fair Value as of |
|
|
Valuation |
|
Unobservable |
|
Range/Input |
|
Impact to |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
1st Lien/Senior Secured |
|
$ |
|
|
Market Yield Analysis |
|
Market Yield |
|
|
Decrease |
||
|
|
|
|
|
Market Approach |
|
EBITDA Multiple |
|
|
Increase |
||
|
|
|
|
|
Market Approach |
|
Revenue Multiple |
|
|
Increase |
||
|
|
|
|
|
Liquidation Value |
|
Asset Value |
|
N/A |
|
Increase |
|
|
|
|
|
|
Expected Repayment |
|
Redemption Price |
|
N/A |
|
Increase |
|
|
|
|
|
|
Liquidation Value |
|
Recovery Rate |
|
|
Increase |
||
|
|
|
|
|
Recent Transaction |
|
Transaction Price |
|
N/A |
|
N/A |
|
|
|
|
|
|
Recent Purchase |
|
Purchase Price |
|
N/A |
|
N/A |
|
2nd Lien/Junior Secured Debt |
|
|
|
|
Market Yield Analysis |
|
Market Yield |
|
|
Decrease |
||
Preferred Stock |
|
|
|
|
Market Approach |
|
EBITDA Multiple |
|
|
Increase |
||
|
|
|
|
|
Market Approach |
|
Revenue Multiple |
|
|
Increase |
||
|
|
|
|
|
Market Yield Analysis |
|
Market Yield |
|
|
Increase |
||
|
|
|
|
|
Recent Transaction |
|
Transaction Price |
|
N/A |
|
N/A |
|
Common Stock |
|
|
|
|
Market Approach |
|
EBITDA Multiple |
|
|
Increase |
||
|
|
|
|
|
Market Approach |
|
Revenue Multiple |
|
|
Increase |
||
|
|
|
|
|
Recent Transaction |
|
Transaction Price |
|
N/A |
|
N/A |
|
|
|
|
|
|
Market Approach |
|
Other Cashflow Multiple |
|
|
Increase |
||
Warrants |
|
|
|
|
Market Approach |
|
Revenue Multiple |
|
|
Increase |
||
Limited Partnership |
|
|
|
|
Market Approach |
|
EBITDA Multiple |
|
|
Increase |
||
Total Assets |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value as of |
|
|
Valuation |
|
Unobservable |
|
Range/Input |
|
Impact to |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
1st Lien/Senior Secured |
|
$ |
|
|
Market Yield Analysis |
|
Market Yield |
|
|
Decrease |
||
|
|
|
|
|
Market Approach |
|
EBITDA Multiple |
|
|
Increase |
||
|
|
|
|
|
Liquidation Value |
|
Recovery Rate |
|
|
Increase |
||
|
|
|
|
|
Liquidation Value |
|
Bankruptcy Costs |
|
N/A |
|
Increase |
|
|
|
|
|
|
Recent Purchase |
|
Purchase Price |
|
N/A |
|
N/A |
|
2nd Lien/Junior Secured |
|
|
|
|
Market Yield Analysis |
|
Market Yield |
|
|
Decrease |
||
Preferred Stock |
|
|
|
|
Market Approach |
|
EBITDA Multiple |
|
|
Increase |
||
|
|
|
|
|
Market Approach |
|
Revenue Multiple |
|
|
Increase |
||
|
|
|
|
|
Market Yield Analysis |
|
Dividend Yield |
|
|
Decrease |
||
|
|
|
|
|
Recent Purchase |
|
Purchase Price |
|
N/A |
|
N/A |
|
Common Stock |
|
|
|
|
Market Approach |
|
EBITDA Multiple |
|
|
Increase |
||
|
|
|
|
|
Market Approach |
|
Revenue Multiple |
|
|
Increase |
||
|
|
|
|
|
Expected Repayment |
|
Redemption Price |
|
N/A |
|
Increase |
|
|
|
|
|
|
Recent Purchase |
|
Purchase Price |
|
N/A |
|
N/A |
|
Warrants |
|
|
|
|
Market Approach |
|
Revenue Multiple |
|
|
Increase |
||
Total Assets |
|
$ |
|
|
|
|
|
|
|
|
|
|
52
Financial Instruments Disclosed, But Not Carried, At Fair Value
The following table presents the carrying value and fair value of the Fund’s financial liabilities disclosed, but not carried, at fair value as of September 30, 2024 and the level of each financial liability within the fair value hierarchy.
|
|
Carrying |
|
|
Fair |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Class A-1-R Senior Secured Floating Rate Note |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Class A-1-L Senior Secured Floating Rate Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Class A-1-F Senior Secured Fixed Rate Note |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Class A-2-R Senior Secured Floating Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Class A Senior Secured Floating Rate Note |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Class B Senior Secured Floating Rate Note |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Class C Secured Deferrable Floating Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
53
The following table presents the carrying value and fair value of the Fund’s financial liabilities disclosed, but not carried, at fair value as of December 31, 2023 and the level of each financial liability within the fair value hierarchy.
|
|
Carrying |
|
|
Fair |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||||
Class A-1-R Senior Secured Floating Rate Note |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Class A-1-L Senior Secured Floating Rate Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Class A-1-F Senior Secured Fixed Rate Note |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Class A-2-R Senior Secured Floating Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Class A Senior Secured Floating Rate Note |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Class B Senior Secured Floating Rate Note |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Class C Secured Deferrable Floating Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
6. Commitments & Contingencies
Commitments
The Fund may enter into commitments to fund investments. As of September 30, 2024 and December 31, 2023 the Adviser believed that the Fund had adequate financial resources to satisfy its unfunded commitments. Since these commitments and the associated amounts may expire without being drawn upon, the total commitment amount does not necessarily represent a future cash requirement.
|
|
|
|
|
|
9/30/2024 |
|
|
12/31/2023 |
|
||||||||||
Investment Type |
|
Facility Type |
|
Commitment |
|
Unfunded |
|
|
Fair Value (3) |
|
|
Unfunded |
|
|
Fair Value (1) |
|
||||
123.Net, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
AAH Topco, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
AAH Topco, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Accelerate Resources Operating, LLC |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Activ Software Holdings, LLC |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Admiral Buyer, Inc |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
||||||||
Admiral Buyer, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Admiral Buyer, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
||||||||
AEG Holding Company, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
||||||||
Airwavz Solutions Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Airwavz Solutions, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Amercare Royal LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
||||||||
Amercare Royal LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Amercare Royal LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
AMI US Holdings Inc. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|||||||
AOM Acquisition, LLC |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Artifact Bidco, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Artifact Bidco, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Artifact Bidco, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Avalara, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Avant Communications, LLC |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Avetta, LLC |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Azurite Intermediate Holdings, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Azurite Intermediate Holdings, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Blink Holdings, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
||||||||
Bonterra LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Bridgepointe Technologies, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Bridgepointe Technologies, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
54
|
|
|
|
|
|
9/30/2024 |
|
|
12/31/2023 |
|
||||||||||
Investment Type |
|
Facility Type |
|
Commitment |
|
Unfunded |
|
|
Fair Value (3) |
|
|
Unfunded |
|
|
Fair Value (1) |
|
||||
Bridgepointe Technologies, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Brightspot Buyer, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
BRP2 HOLD JONQUIL, INC. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
BRP2 HOLD JONQUIL, INC. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
BSI2 Hold Nettle, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Businessolver.com, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
BV EMS Buyer, Inc |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
||||||||
BV EMS Buyer, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
CallTower, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
CallTower, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Caregiver 2, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Cerifi, LLC |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
CHV Holdings LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Coding Solutions Acquisition, Inc |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Coding Solutions Acquisition, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Coding Solutions Acquisition, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Coding Solutions Acquisition, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Community Based Care Acquisition, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Community Based Care Acquisition, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
||||||||
Community Based Care Holdings, LP |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Community Brands Parentco, LLC |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Community Brands Parentco, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Coretelligent Intermediate LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Coupa Holdings, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Coupa Holdings, LLC |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Crewline Buyer, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Datacor, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
||||||||
Datacor, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Dearborn TopCo, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Degreed, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Degreed, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Delaware Valley Management Holdings, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Delaware Valley Management Holdings, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Dispatchtrack, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Dorado Buyer LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Dorado Buyer LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Duetto Research, Inc |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Duetto Research, Inc |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
EET Buyer, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
EET Buyer, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
||||||||
Engage2Excel, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Enverus Holdings, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Enverus Holdings, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Exterro, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Faithlife, LLC |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Firebird Midco, Inc |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
FirstDigital Communications, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Foundation Risk Partners, Corp. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Foundation Risk Partners, Corp. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Fullsteam Operations LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Fullsteam Operations LLC |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Fullsteam Operations LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
||||||||
Fullsteam Operations LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Fullsteam Operations LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Fullsteam Operations LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Fusion Holding, Corp. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
G Treasury SS LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
G Treasury SS LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
G Treasury SS, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Galway Borrower LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Galway Borrower LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
||||||||
GH PARENT HOLDINGS INC. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
GHA Buyer, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Greenhouse Software, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Greenhouse Software, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Greenlight Intermediate II, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
55
|
|
|
|
|
|
9/30/2024 |
|
|
12/31/2023 |
|
||||||||||
Investment Type |
|
Facility Type |
|
Commitment |
|
Unfunded |
|
|
Fair Value (3) |
|
|
Unfunded |
|
|
Fair Value (1) |
|
||||
Gryphon-Redwood Acquisition LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
GS AcquisitionCo, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
GS AcquisitionCo, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Heartland PPC Buyer LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Heartland PPC Buyer LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
HireVue, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Honor HN Buyer, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Honor HN Buyer, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Honor HN Buyer, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Iodine Software, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Iodine Software, LLC |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|||||||
JS Parent, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Kalkomey Borrower, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Kalkomey Borrower, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Kaseya Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Kaseya Inc. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Lotus HPI Buyer, Inc |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Lotus HPI Buyer, Inc |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Magaya Corporation |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Magaya Corporation |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Mastery Acquisition Corp. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
||||||||
Mastery Acquisition Corp. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
||||||||
Mastery Acquisition Corp. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Mathnasium LLC |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Mavenlink, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
MBS Holdings, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
MedBridge Holdings, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Medical Management Resource Group, L.L.C. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Medsuite Purchaser, LLC (FKA Millin Purchaser, LLC) |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
||||||||
Medsuite Purchaser, LLC (FKA Millin Purchaser, LLC) |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
MMP Intermediate, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Moon Buyer, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Mr. Greens Intermediate, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
||||||||
Mr. Greens Intermediate, LLC |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Mr. Greens Intermediate, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
MSM Acquisitions, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
MSP Global Holdings, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
MSP Global Holdings, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
MSP Global Holdings, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
MyKaarma Acquisition LLC |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Nasuni Corporation |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Navigate360, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Navigate360, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
NC Topco, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
NC Topco, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Netwrix Corporation |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Netwrix Corporation |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Netwrix Corporation And Concept Searching Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Next Holdco, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Next Holdco, LLC |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Pace Health Companies, LLC |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Pace Health Companies, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
PDI TA Holdings, Inc |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
||||||||
PDI TA Holdings, Inc |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Penn TRGRP Holdings LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Pharmalogic Holdings Corp |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Pieper Memorial, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Ping Identity Holding Corp. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Pinnacle Dermatology Management, LLC |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Pinnacle Treatment Centers, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Priority OnDemand Midco 2, L.P. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Race Finco, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Race Finco, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Ranger Buyer, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Redwood Family Care Network, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
56
|
|
|
|
|
|
9/30/2024 |
|
|
12/31/2023 |
|
||||||||||
Investment Type |
|
Facility Type |
|
Commitment |
|
Unfunded |
|
|
Fair Value (3) |
|
|
Unfunded |
|
|
Fair Value (1) |
|
||||
REP TEC Intermediate Holdings, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Ridge Trail US Bidco, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Ridge Trail US Bidco, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Sako and Partners Lower Holdings LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Sako and Partners Lower Holdings LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Salisbury House, LLC |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Salisbury House, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Sandstone Care Holdings, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|||||
Sandstone Care Holdings, LLC |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
||||||||
Sapphire Software Buyer, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Sauce Labs Inc |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Sauce Labs Inc |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Saviynt, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Saviynt, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
SDC Atlas Acquistionco, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
SDC Atlas Acquistionco, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Securonix, Inc |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Serrano Parent, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Single Digits, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Sirsi Corporation |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
||||||||
SIS Purchaser, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Smile Brands, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Soladoc, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Soladoc, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Spark DSO, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Stratus Networks, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Stratus Networks, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
SugarCrm, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|||||
SumUp Holdings Luxembourg |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
||||||||
Sundance Group Holdings, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Sundance Group Holdings, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Syntax Systems Ltd |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
TBG Food Acquisition Corp |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Telcor Buyer, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Telesoft Holdings, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
The Center for Orthopedic and Research Excellence, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Thrive Buyer, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
|||||||
ToolWatch Intermediate, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
||||||||
ToolWatch Intermediate, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Towerco IV Holdings, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Unanet, Inc |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Unanet, Inc |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Ungerboeck Systems International, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
UpStack Holdco Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
UpStack Holdco Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Vectra AI, Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Vehlo Purchaser, LLC |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Velocity Purchaser Corporation |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
||||||||
Venture Buyer LLC |
|
Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Venture Buyer LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Veracross LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Versaterm Public Safety Inc. |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Vhagar Purchaser, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Vhagar Purchaser, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Visionary Buyer, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
||||||||
Visionary Buyer, LLC |
|
Revolver |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Wealth Enhancement Group, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
||||||||
Wealth Enhancement Group, LLC |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Wealth Enhancement Group, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
||||||||
Webster Equity Partners III-A, L.P. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
West Dermatology |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
West Dermatology Management Holdings, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Wolverine Seller Holdings, LLC |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
||||||||
Wolverine Seller Holdings, LLC |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
||||||||
Your Part-Time Controller, LLC |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Zendesk, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
||||||||
Zendesk, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
||||||||
57
|
|
|
|
|
|
9/30/2024 |
|
|
12/31/2023 |
|
||||||||||
Investment Type |
|
Facility Type |
|
Commitment |
|
Unfunded |
|
|
Fair Value (3) |
|
|
Unfunded |
|
|
Fair Value (1) |
|
||||
Zendesk, Inc. |
|
Revolver |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Zendesk, Inc. |
|
Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
||||||||
Total |
|
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Contingencies
7. Net Assets
Equity Issuance
In connection with its formation, the Fund has the authority to issue
On September 29, 2017, the Fund completed its Initial Closing after entering into Subscription Agreements with several investors, including the Adviser, providing for the private placement of Shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase Shares up to the amount of their respective Capital Commitments on an as-needed basis upon the issuance of a capital draw-down notice. At September 30, 2024, the Fund had total Capital Commitments of $
Capital Commitments may be drawn down by the Fund on a pro rata basis, as needed (including for follow-on investments), for paying the Fund’s expenses, including fees under the Second Amended and Restated Advisory Agreement, and/or maintaining a reserve account for the payment of future expenses or liabilities.
|
|
For the nine months ended |
|
|
For the nine months ended |
|
||||||||||
Quarter Ended |
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
||||
March 31 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
June 30 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
September 30 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Total capital drawdowns |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Distributions
The following tables reflect the distributions declared on Shares during the nine months ended September 30, 2024 and September 30, 2023:
Date Declared |
|
Record Date |
|
Payment Date |
|
Amount Per Share |
|
|
Dollar Amount |
|
||
3/26/2024 |
|
|
|
$ |
|
|
$ |
|
||||
6/26/2024 |
|
|
|
$ |
|
|
$ |
|
||||
9/26/2024 |
|
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
$ |
|
||
58
Date Declared |
|
Record Date |
|
Payment Date |
|
Amount Per Share |
|
|
Dollar Amount |
|
||
3/29/2023 |
|
|
|
$ |
|
|
$ |
|
||||
6/28/2023 |
|
|
|
$ |
|
|
$ |
|
||||
9/27/2023 |
|
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
$ |
|
||
Dividend Reinvestment Plan
On September 26, 2017, the Fund adopted a dividend reinvestment plan, which was amended and restated on November 11, 2021 (the “DRIP”). Pursuant to the DRIP (both before and after it was amended), stockholders receive dividends or other distributions in cash unless a stockholder elects to reinvest his or her dividends and other distributions. As a result of adopting the DRIP, if the Board authorizes, and the Fund declares, a cash dividend or distribution, stockholders who have opted into the DRIP will have their cash dividends or distributions automatically reinvested in additional Shares, rather than receiving cash.
The following tables summarize Shares distributed pursuant to the DRIP during the nine months ended September 30, 2024 and September 30, 2023 to stockholders who opted into the DRIP:
Date Declared |
|
Record Date |
|
Reinvestment Date |
|
Shares |
|
|
Dollar Amount |
|
||
3/26/2024 |
|
|
|
|
|
|
$ |
|
||||
6/26/2024 |
|
|
|
|
|
|
$ |
|
||||
9/26/2024 |
|
|
|
|
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
$ |
|
||
Date Declared |
|
Record Date |
|
Reinvestment Date |
|
Shares |
|
|
Dollar Amount |
|
||
3/29/2023 |
|
|
|
|
|
|
$ |
|
||||
6/28/2023 |
|
|
|
|
|
|
$ |
|
||||
9/27/2023 |
|
|
|
|
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
$ |
|
||
59
General Tender Program
Beginning with the quarter ended March 31, 2021, the Fund began to conduct quarterly general tender offers (each, a “General Tender,” and collectively, the “General Tender Program”), at the Board’s discretion, in accordance with the requirements of Rule 13e-4 under the Exchange Act and the 1940 Act, to allow each of its stockholders to tender Shares at a specific per Share price (the “Purchase Price”) based on the Fund’s net asset value as of the last date of the quarter in which the General Tender is conducted. The Fund intends to conduct each General Tender to repurchase up to a certain percentage of the weighted average of the number of Shares outstanding during the three-month period prior to the quarter in which the General Tender is conducted. The General Tender Program includes numerous restrictions that limit stockholders’ ability to sell their Shares.
The following table summarizes share repurchases completed during the nine months ended September 30, 2024:
Quarter Ended |
|
Repurchase Date |
|
Total Number of |
|
|
Total Number of |
|
|
Total |
|
|
No. of Shares |
|
|
Price Paid |
|
|||||
March 31 |
|
March 01, 2024 |
|
|
|
|
|
|
|
$ |
|
|
|
% |
|
$ |
|
|||||
June 30 |
|
May 24, 2024 |
|
|
|
|
|
|
|
$ |
|
|
|
% |
|
$ |
|
|||||
September 30 |
|
Aug 30, 2024 |
|
|
|
|
|
|
|
$ |
|
|
|
% |
|
$ |
|
|||||
The following table summarizes share repurchases completed during the nine months ended September 30, 2023:
Quarter Ended |
|
Repurchase Date |
|
Total Number of |
|
|
Total Number of |
|
|
Total |
|
|
No. of Shares |
|
|
Price Paid |
|
|||||
March 31 |
|
February 24, 2023 |
|
|
|
|
|
|
|
$ |
|
|
|
% |
|
$ |
|
|||||
June 30 |
|
May 26, 2023 |
|
|
|
|
|
|
|
$ |
|
|
|
% |
|
$ |
|
|||||
September 30 |
|
August 25, 2023 |
|
|
|
|
|
|
|
$ |
|
|
|
% |
|
$ |
|
|||||
8. Earnings Per Share
The following information sets forth the computation of basic and diluted earnings per Share for the three and nine months ended September 30, 2024 and September 30, 2023:
|
|
For the three months ended |
|
|
For the nine months ended |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Net increase (decrease) in net assets from operations |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings per common share-basic and diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
60
9. Financial Highlights
Below is the schedule of financial highlights of the Fund For the nine months ended September 30, 2024 and September 30, 2023:
|
|
For the nine |
|
|
For the nine |
|
||
Per Share Data:(1)(2) |
|
|
|
|
|
|
||
Net asset value, beginning of period |
|
$ |
|
|
$ |
|
||
Net investment income (loss) |
|
|
|
|
|
|
||
Net realized and unrealized gains (losses) on |
|
|
|
|
|
|
||
Net increase (decrease) in net assets resulting from |
|
|
|
|
|
|
||
Distributions to stockholders(1) |
|
|
( |
) |
|
|
( |
) |
Net asset value, end of period |
|
$ |
|
|
$ |
|
||
Shares outstanding, end of period |
|
|
|
|
|
|
||
Total return at net asset value before incentive |
|
|
% |
|
|
% |
||
Total return at net asset value after incentive fees(3)(4) |
|
|
% |
|
|
% |
||
Ratio/Supplemental Data:(2) |
|
|
|
|
|
|
||
Net assets, end of period |
|
$ |
|
|
$ |
|
||
Ratio of total expenses to weighted average net |
|
|
% |
|
|
% |
||
Ratio of net expenses to weighted average net |
|
|
% |
|
|
% |
||
Ratio of net investment income (loss) before waivers |
|
|
% |
|
|
% |
||
Ratio of net investment income (loss) after waivers to |
|
|
% |
|
|
% |
||
Ratio of interest and credit facility expenses to |
|
|
% |
|
|
% |
||
Ratio of incentive fees to weighted average net |
|
|
% |
|
|
% |
||
Portfolio turnover rate(4) |
|
|
% |
|
|
% |
||
Asset coverage ratio(6) |
|
|
% |
|
|
% |
||
10. Subsequent Events
Subsequent events after the consolidated statements of assets and liabilities date have been evaluated through the date the consolidated financial statements were issued. Other than the item discussed below, the Fund has concluded that there are no events requiring adjustment or disclosure in the consolidated financial statements.
On October 17, 2024, ABPCIC Funding IV entered into a second amendment (the “Natixis Second Amendment”) to the Natixis Credit Agreement. After giving effect to the Natixis Second Amendment, borrowings under the Natixis Credit Agreement bear interest at a rate equal to
61
62
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about the Fund, its current and prospective portfolio investments, its industry, its beliefs and opinions, and its assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Fund’s control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:
Although the Fund believes that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by the Fund that the Fund’s plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Item 1A. Risk Factors” of the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and elsewhere in this report. These forward-looking statements apply only as of the date of this report. Moreover, the Fund assumes no duty and does not undertake to update the forward-looking statements. The forward-looking
63
statements and projections contained in this Quarterly Report are excluded from the safe harbor protection provided by Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) because the Fund is an investment company.
The following analysis of the Fund’s financial condition and results of operations should be read in conjunction with the Fund’s financial statements and the related notes thereto contained elsewhere in this Quarterly Report.
Overview
The Fund was formed on February 6, 2015 as a corporation under the laws of the State of Maryland. The Fund is structured as an externally managed, non-diversified, closed-end management investment company. The Fund was formed to invest primarily in primary-issue middle-market credit opportunities that are directly sourced and privately negotiated. The Fund commenced investment operations on November 15, 2017 (“Commencement”). The Fund is advised by AB Private Credit Investors LLC (the “Adviser”), which is registered with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring the Fund’s portfolio on an ongoing basis. State Street Bank and Trust Company (the “Administrator”) provides the administrative services necessary for the Fund to operate.
The Fund has elected to be treated as a BDC under the 1940 Act. The Fund has also elected to be treated and intends to qualify annually as a RIC under Subchapter M of the Code for U.S. federal income tax purposes. As a BDC and a RIC, respectively, the Fund is and will be required to comply with various regulatory requirements, such as the requirement to invest at least 70% of its assets in “qualifying assets,” source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of its taxable income and tax exempt interest.
The Fund is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). For so long as the Fund remains an emerging growth company under the JOBS Act, the Fund will be subject to reduced public company reporting requirements. The Fund expects to remain an emerging growth company until the earliest of:
Under the JOBS Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Fund is exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act of 2002, which would require that the Fund’s independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting, until such time as the Fund ceases to be an emerging growth company and become an accelerated filer as defined in Rule 12b-2 under the Exchange Act. This may increase the risk that material weaknesses or other deficiencies in the Fund’s internal control over financial reporting go undetected.
Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. The Fund intends to take advantage of the extended transition period.
The Private Offering
The Fund enters into separate subscription agreements (each, a “Subscription Agreement,” and collectively, the “Subscription Agreements”) with investors providing for the private placement of its common stock (the “Shares”) in reliance on exemptions from the registration requirements of the Securities Act (such offering, the “Private Offering”). Each investor makes a capital commitment (a “Capital Commitment”) to purchase Shares pursuant to a Subscription Agreement. Investors are required to make capital contributions (“Capital Contributions”) to purchase Shares each time the Fund delivers a capital call notice, which is issued based on the Fund’s anticipated investment activities and capital needs, delivered at least 10 business days prior to the required funding date, provided that investors may fund such requirements sooner than the deadline as agreed between the Fund and the investor. Generally, purchases of Shares are made pro rata in accordance with each investor’s Capital Commitment, in an amount not to exceed each
64
investor’s remaining capital commitment (“Remaining Commitment”), at a per Share price equal to the net asset value per Share subject to any adjustments. Pursuant to the Private Offering, the Fund’s initial closing occurred on September 29, 2017.
The Fund may accept additional Capital Commitments quarterly (“Subsequent Closings”) from new investors as well as existing investors that wish to increase their commitment and shareholding in the Fund. These Subsequent Closings are expected to occur on a calendar-quarter end based on investor interest as well as the state of the market and the Fund’s capacity to invest the additional capital within a reasonable period. Each Capital Commitment is for the life of the Fund or for a shorter period based on the investor’s liquidation election, subject to the Fund’s receipt of exemptive relief that would permit stockholders to liquidate their investments pursuant to transactions that are currently prohibited by the 1940 Act and would require an SEC order in order to be established.
Revenues
The Fund’s investment objective is to generate current income and prioritize capital preservation through a portfolio that primarily invests in directly-sourced, privately-negotiated, secured, middle market loans. The Fund intends to primarily invest in middle market businesses based in the United States. The Fund expects that the primary use of proceeds by the companies in which the Fund invests will be for leveraged buyouts, recapitalizations, mergers and acquisitions and growth capital.
The Fund will seek to build its portfolio in a defensive manner that minimizes cyclical and correlated risks across individual names and sector verticals by targeting companies with strong underlying business models and durable intrinsic value.
The Fund will primarily hold secured loans, which encompass traditional first lien, unitranche and second lien loans, but may also invest in mezzanine, structured preferred stock and non-control equity co-investment opportunities. The Fund will seek to deliver attractive risk adjusted returns with lower volatility and low correlation relative to the public credit markets. The Adviser believes the Fund’s flexibility to invest across the capital structure and liquidity spectrum will allow the Fund to optimize investor risk-adjusted returns.
Expenses
Under the Second Amended and Restated Advisory Agreement, the Fund’s primary operating expenses will include the payment of fees to the Adviser, the Fund’s allocable portion of overhead expenses under the Expense Reimbursement Agreement and other operating costs described below. The Fund bears all other out-of-pocket costs and expenses of the Fund’s operations and transactions, including those relating to:
65
Activity
The following table presents certain information regarding the Fund’s portfolio and investment activity:
|
|
For the Three |
|
|
|
For the Three |
|
|
|
For the Nine |
|
|
|
For the Nine |
|
|
||||
Investments in Portfolio Companies |
|
$ |
(146,449,926 |
) |
(1) |
|
$ |
(44,227,454 |
) |
(2) |
|
$ |
(309,555,083 |
) |
(3) |
|
$ |
(151,039,096 |
) |
(4) |
Draw Downs against Revolvers and |
|
|
(26,553,816 |
) |
|
|
|
(19,591,954 |
) |
|
|
|
(74,463,342 |
) |
|
|
|
(64,256,069 |
) |
|
Principal Repayments |
|
|
119,842,406 |
|
(5) |
|
|
49,925,524 |
|
(6) |
|
|
170,733,629 |
|
(7) |
|
|
97,248,418 |
|
(8) |
Sales |
|
|
3,133,066 |
|
|
|
|
111,686 |
|
|
|
|
8,656,558 |
|
|
|
|
1,029,721 |
|
|
Net Repayments (Investments) |
|
$ |
(50,028,270 |
) |
|
|
$ |
(13,782,198 |
) |
|
|
|
(204,628,238 |
) |
|
|
$ |
(117,017,026 |
) |
|
The following table shows the composition of the investment portfolio and associated yield data as of September 30, 2024:
|
|
As of September 30, 2024 |
|
|||||||||||||||||
|
|
Amortized Cost |
|
|
Percentage of |
|
|
Fair Value |
|
|
Percentage of |
|
|
Weighted |
|
|||||
First Lien Senior Secured Debt |
|
$ |
1,503,750,467 |
|
|
|
90.66 |
% |
|
$ |
1,484,839,582 |
|
|
|
90.05 |
% |
|
|
11.59 |
% |
Second Lien Junior Secured Debt |
|
|
3,094,213 |
|
|
|
0.19 |
% |
|
|
2,856,705 |
|
|
|
0.17 |
% |
|
|
15.89 |
% |
Preferred Stock |
|
|
6,018,697 |
|
|
|
0.36 |
% |
|
|
7,877,672 |
|
|
|
0.48 |
% |
|
|
— |
|
Common Stock |
|
|
8,079,562 |
|
|
|
0.49 |
% |
|
|
9,410,472 |
|
|
|
0.57 |
% |
|
|
— |
|
Investment Companies |
|
|
18,790,136 |
|
|
|
1.13 |
% |
|
|
23,777,532 |
|
|
|
1.44 |
% |
|
|
— |
|
Warrants |
|
|
394,025 |
|
|
|
0.02 |
% |
|
|
1,668,891 |
|
|
|
0.10 |
% |
|
|
— |
|
Cash and cash equivalents |
|
|
118,571,657 |
|
|
|
7.15 |
% |
|
|
118,571,657 |
|
|
|
7.19 |
% |
|
|
— |
|
Total |
|
$ |
1,658,698,757 |
|
|
|
100 |
% |
|
$ |
1,649,002,511 |
|
|
|
100 |
% |
|
|
|
|
66
The following table shows the composition of the investment portfolio and associated yield data as of December 31, 2023:
|
|
As of December 31, 2023 |
|
|||||||||||||||||
|
|
Amortized Cost |
|
|
Percentage of |
|
|
Fair Value |
|
|
Percentage of |
|
|
Weighted |
|
|||||
First Lien Senior Secured Debt |
|
$ |
1,294,646,129 |
|
|
|
92.33 |
% |
|
$ |
1,270,762,647 |
|
|
|
91.83 |
% |
|
|
10.51 |
% |
Second Lien Junior Secured Debt |
|
|
9,578,621 |
|
|
|
0.68 |
|
|
|
9,205,885 |
|
|
|
0.67 |
|
|
|
13.89 |
% |
Preferred Stock |
|
|
6,994,461 |
|
|
|
0.50 |
|
|
|
8,777,660 |
|
|
|
0.63 |
|
|
|
— |
|
Common Stock |
|
|
9,415,044 |
|
|
|
0.67 |
|
|
|
10,069,389 |
|
|
|
0.73 |
|
|
|
— |
|
Investment Companies |
|
|
8,521,131 |
|
|
|
0.61 |
|
|
|
11,014,144 |
|
|
|
0.80 |
|
|
|
— |
|
Warrants |
|
|
385,464 |
|
|
|
0.03 |
|
|
|
1,290,859 |
|
|
|
0.09 |
|
|
|
— |
|
Cash and cash equivalents |
|
|
72,671,928 |
|
|
|
5.18 |
|
|
|
72,671,928 |
|
|
|
5.25 |
|
|
|
|
|
Total |
|
$ |
1,402,212,778 |
|
|
|
100 |
% |
|
$ |
1,383,792,512 |
|
|
|
100 |
% |
|
|
|
|
The following table presents certain selected financial information regarding the debt investments in the Fund’s portfolio as of September 30, 2024 and December 31, 2023:
|
|
As of |
|
|
As of |
|
||
Number of portfolio companies |
|
|
201 |
|
|
|
192 |
|
Percentage of debt bearing a floating rate(1) |
|
|
100 |
% |
|
|
100 |
% |
Percentage of debt bearing a fixed rate(1) |
|
|
0 |
% |
|
|
0 |
% |
The following table shows the amortized cost and fair value of the Fund’s performing and non-accrual debt investments as of September 30, 2024:
|
|
As of September 30, 2024 |
|
|||||||||||||
|
|
Amortized Cost |
|
|
Percentage at |
|
|
Fair Value |
|
|
Percentage at |
|
||||
Performing |
|
$ |
1,475,494,889 |
|
|
|
97.92 |
% |
|
$ |
1,475,668,330 |
|
|
|
99.19 |
% |
Non-accrual |
|
|
31,349,791 |
|
|
|
2.08 |
% |
|
|
12,027,957 |
|
|
|
0.81 |
% |
Total |
|
$ |
1,506,844,680 |
|
|
|
100 |
% |
|
$ |
1,487,696,287 |
|
|
|
100 |
% |
The following table shows the amortized cost and fair value of the Fund’s performing and non-accrual debt investments as of December 31, 2023:
|
|
As of December 31, 2023 |
|
|||||||||||||
|
|
Amortized Cost |
|
|
Percentage at |
|
|
Fair Value |
|
|
Percentage at |
|
||||
Performing |
|
$ |
1,284,803,925 |
|
|
|
98.51 |
% |
|
$ |
1,276,491,133 |
|
|
|
99.73 |
% |
Non-accrual |
|
|
19,420,825 |
|
|
|
1.49 |
% |
|
|
3,477,399 |
|
|
|
0.27 |
% |
Total |
|
$ |
1,304,224,750 |
|
|
|
100 |
% |
|
$ |
1,279,968,532 |
|
|
|
100 |
% |
Generally, when interest and/or principal payments on a loan become past due, or if the Fund otherwise does not expect the borrower to be able to service its debt and other obligations, the Fund will place the loan on non-accrual status and will cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to restructuring such that the interest income is deemed to be collectible. The Fund generally restores non-accrual loans to accrual status when past due principal and interest is paid and, in the management’s judgment, is likely to remain current. As of September 30, 2024 the Fund had twenty one investments, across six issuers, that were on non-accrual status. As of December 31, 2023, the Fund had twelve investments, with three issuers that were on non-accrual status.
67
The following tables show the composition of the investment portfolio (excluding cash and cash equivalents) by industry, at amortized cost and fair value as of September 30, 2024 and December 31, 2023 (with corresponding percentage of total portfolio investments):
|
|
As of September 30, 2024 |
|
|||||||||||||
|
|
Amortized Cost |
|
|
Percentage of |
|
|
Fair Value |
|
|
Percentage of |
|
||||
Business Services |
|
$ |
11,884,449 |
|
|
|
0.77 |
% |
|
$ |
11,942,273 |
|
|
|
0.78 |
% |
Consumer Non-Cyclical |
|
|
34,651,567 |
|
|
|
2.25 |
|
|
|
35,286,556 |
|
|
|
2.31 |
|
Digital Infrastructure & Services |
|
|
285,644,501 |
|
|
|
18.55 |
|
|
|
283,580,096 |
|
|
|
18.53 |
|
Energy |
|
|
8,315,134 |
|
|
|
0.54 |
|
|
|
8,404,531 |
|
|
|
0.55 |
|
Financials |
|
|
51,195,676 |
|
|
|
3.32 |
|
|
|
51,277,691 |
|
|
|
3.35 |
|
Software & Tech Services |
|
|
756,153,431 |
|
|
|
49.11 |
|
|
|
761,945,909 |
|
|
|
49.79 |
|
Healthcare & HCIT |
|
|
271,536,120 |
|
|
|
17.63 |
|
|
|
255,192,407 |
|
|
|
16.67 |
|
Investment Companies |
|
|
12,998,850 |
|
|
|
0.84 |
|
|
|
15,125,364 |
|
|
|
0.99 |
|
Services |
|
|
106,647,372 |
|
|
|
6.92 |
|
|
|
106,576,027 |
|
|
|
6.96 |
|
Specialty RMR |
|
|
1,100,000 |
|
|
|
0.07 |
|
|
|
1,100,000 |
|
|
|
0.07 |
|
|
|
$ |
1,540,127,100 |
|
|
|
100 |
% |
|
$ |
1,530,430,854 |
|
|
|
100 |
% |
|
|
As of December 31, 2023 |
|
|||||||||||||
|
|
Amortized Cost |
|
|
Percentage of |
|
|
Fair Value |
|
|
Percentage of |
|
||||
Business Services |
|
$ |
90,152,210 |
|
|
|
6.79 |
% |
|
$ |
89,819,830 |
|
|
|
6.85 |
% |
Consumer Discretionary |
|
|
321,309 |
|
|
|
0.02 |
|
|
|
252,213 |
|
|
|
0.02 |
|
Consumer Non-Cyclical |
|
|
54,231,874 |
|
|
|
4.08 |
|
|
|
53,735,223 |
|
|
|
4.10 |
|
Digital Infrastructure & Services |
|
|
230,592,770 |
|
|
|
17.34 |
|
|
|
227,041,215 |
|
|
|
17.32 |
|
Energy |
|
|
8,628,316 |
|
|
|
0.65 |
|
|
|
8,712,750 |
|
|
|
0.66 |
|
Financials |
|
|
45,394,191 |
|
|
|
3.41 |
|
|
|
45,326,948 |
|
|
|
3.46 |
|
Healthcare |
|
|
224,194,330 |
|
|
|
16.86 |
|
|
|
205,523,347 |
|
|
|
15.68 |
|
Investment Companies |
|
|
7,814,562 |
|
|
|
0.59 |
|
|
|
10,130,654 |
|
|
|
0.77 |
|
Software & Tech Services |
|
|
667,493,569 |
|
|
|
50.21 |
|
|
|
669,555,069 |
|
|
|
51.06 |
|
Transport & Logistics |
|
|
717,719 |
|
|
|
0.05 |
|
|
|
1,023,335 |
|
|
|
0.08 |
|
|
|
$ |
1,329,540,850 |
|
|
|
100 |
% |
|
$ |
1,311,120,584 |
|
|
|
100 |
% |
The Adviser monitors the Fund’s portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action for each company. The Adviser has several methods of evaluating and monitoring the performance and fair value of the Fund’s investments, which may include the following:
68
Results of Operations
The following is a summary of the Fund’s operating results for the three and nine months ended September 30, 2024 and September 30, 2023:
|
|
For the three months ended |
|
|
For the nine months ended |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Total investment income |
|
$ |
45,101,371 |
|
|
$ |
38,572,164 |
|
|
$ |
129,181,440 |
|
|
$ |
107,704,158 |
|
Total expenses |
|
|
31,210,747 |
|
|
|
25,949,703 |
|
|
|
89,143,138 |
|
|
|
73,406,445 |
|
Net investment income before taxes |
|
|
13,890,624 |
|
|
|
12,622,461 |
|
|
|
40,038,302 |
|
|
|
34,297,713 |
|
Income tax expense, including excise tax |
|
|
24,554 |
|
|
|
96,092 |
|
|
|
203,860 |
|
|
|
374,118 |
|
Net investment income after tax |
|
|
13,866,070 |
|
|
|
12,526,369 |
|
|
|
39,834,442 |
|
|
|
33,923,595 |
|
Net realized and change in unrealized |
|
|
(2,920 |
) |
|
|
6,720,481 |
|
|
|
9,458,815 |
|
|
|
3,747,299 |
|
Net increase in net assets resulting |
|
|
13,863,150 |
|
|
|
19,246,850 |
|
|
|
49,293,257 |
|
|
|
37,670,894 |
|
Less: Net increase (decrease) in net assets |
|
|
3,590 |
|
|
|
1,418 |
|
|
|
893 |
|
|
|
3,057 |
|
Net increase in net assets resulting from |
|
$ |
13,859,560 |
|
|
$ |
19,245,432 |
|
|
$ |
49,292,364 |
|
|
$ |
37,667,837 |
|
Investment Income
During the three months ended September 30, 2024, the Fund’s investment income was comprised of $42,935,552 of interest income, which includes $3,816,752 from the net amortization of premium and accretion of discounts, $1,958,573 of payment-in-kind interest, and $208,246 of dividend income. During the three months ended September 30, 2023, the Fund’s investment income was comprised of $38,162,810 of interest income, which includes $1,366,373 from the net amortization of premium and accretion of discounts, $276,379 of payment-in-kind interest, and $132,975 of dividend income. The increase in net investment income during the three months ended September 30, 2024 compared to the three months ended September 30, 2023 can primarily be attributed to an increase in gross assets.
During the nine months ended September 30, 2024, the Fund’s investment income was comprised of $123,048,485 of interest income, which includes $5,195,246 from the net amortization of premium and accretion of discounts, and $5,625,880 of payment-in-kind interest, and $507,075 of dividend income. During the nine months ended September 30, 2023, the Fund’s investment income was comprised of $105,190,815 of interest income, which includes $4,464,253 of the net amortization of premium and accretion of discounts, $1,972,610 of payment-in-kind interest, and $540,733 of dividend income. The increase in net investment income during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, can primarily be attributed to an increase in gross assets and interest rates.
69
Operating Expenses
The following is a summary of the Fund’s operating expenses for the three and nine months ended September 30, 2024 and September 30, 2023:
|
|
For the three months ended |
|
|
For the nine months ended |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Interest and borrowing expenses |
|
$ |
21,032,202 |
|
|
$ |
17,167,795 |
|
|
$ |
59,867,130 |
|
|
$ |
48,209,577 |
|
Management fees |
|
|
5,203,670 |
|
|
|
4,276,488 |
|
|
|
14,761,872 |
|
|
|
12,419,430 |
|
Income-based incentive fee |
|
|
3,466,520 |
|
|
|
3,125,822 |
|
|
|
9,958,613 |
|
|
|
8,480,899 |
|
Professional fees |
|
|
513,619 |
|
|
|
413,128 |
|
|
|
1,744,299 |
|
|
|
1,610,337 |
|
Other expenses |
|
|
437,192 |
|
|
|
287,088 |
|
|
|
1,276,211 |
|
|
|
965,047 |
|
Administration and custodian fees |
|
|
257,992 |
|
|
|
341,457 |
|
|
|
766,461 |
|
|
|
900,021 |
|
Insurance expenses |
|
|
131,363 |
|
|
|
161,246 |
|
|
|
394,088 |
|
|
|
433,218 |
|
Directors’ fees |
|
|
131,796 |
|
|
|
139,750 |
|
|
|
271,546 |
|
|
|
279,500 |
|
Transfer agent fees |
|
|
36,393 |
|
|
|
36,929 |
|
|
|
102,918 |
|
|
|
108,416 |
|
Total expenses |
|
|
31,210,747 |
|
|
|
25,949,703 |
|
|
|
89,143,138 |
|
|
|
73,406,445 |
|
Income tax expense, including excise tax |
|
|
24,554 |
|
|
|
96,092 |
|
|
|
203,860 |
|
|
|
374,118 |
|
Total expenses |
|
$ |
31,235,301 |
|
|
$ |
26,045,795 |
|
|
$ |
89,346,998 |
|
|
$ |
73,780,563 |
|
Interest and Borrowing Expenses
Interest and borrowing expenses include interest, amortization of debt issuance and deferred financing costs, upfront commitment fees and unused fees on the unused portion of the Credit Facilities, Secured Borrowings and the Notes issued in the CLO Transaction.
Interest and borrowing expenses for the three months ended September 30, 2024, and September 30, 2023 were $21,032,202 and $17,167,795, respectively. The weighted average interest rate (excluding deferred upfront financing costs and unused fees) on the Fund’s debt outstanding was 8.64% and 7.98% for the three months ended September 30, 2024, and September 30, 2023, respectively. The increase in interest and borrowing expenses during the three months ended September 30, 2024, compared to the three months ended September 30, 2023 can primarily be attributed to an increase in debt outstanding.
Interest and borrowing expenses for the nine months ended September 30, 2024, and September 30, 2023 were $59,867,130 and $48,209,577, respectively. The weighted average interest rate (excluding deferred upfront financing costs and unused fees) on the Fund’s debt outstanding was 8.70% and 7.67% for the nine months ended September 30, 2024, and September 30, 2023, respectively. The increase in interest and borrowing expenses during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023 can primarily be attributed to an increase in debt outstanding and interest rates.
Management Fee
The gross management fee expenses for the three months ended September 30, 2024 and September 30, 2023 were $5,203,670 and $4,276,488, respectively. The increase in the management fee for the three months ended September 30, 2024 was a result of the increase in average gross assets during this period, which are the basis used to calculate management fees.
The gross management fee expenses for the nine months ended September 30, 2024 and September 30, 2023 were $14,761,872 and $12,419,430, respectively. The increase in the management fee for the nine months ended September 30, 2024 was a result of the increase in average gross assets during this period, which are the basis used to calculate management fees.
Net Realized Gain (Loss) on Investments
During the three months ended September 30, 2024, restructurings and sales of assets resulted in $633,622 of net realized gain. During the nine months ended September 30, 2024, restructurings and sales resulted in $734,795 of net realized gain.
During the three months ended September 30, 2023, restructurings resulted in $14,243 of net realized gain. During the nine months ended September 30, 2023, the Fund had principal repayments and sales which resulted in $284,155 of net realized loss.
70
Net Change in Unrealized Appreciation (Depreciation) on Investments
During the three months ended September 30, 2024, the Fund had $636,142 in net change in unrealized depreciation on $1,530,430,854 of investments in 201 portfolio companies. Net change in unrealized depreciation for the three months ended September 30, 2024, resulted from a decrease in fair value, primarily due to negative valuation adjustments on level 3 securities.
During the three months ended September 30, 2023, the Fund had $6,706,238 in net change in unrealized appreciation on $1,269,400,998 of investments in 190 portfolio companies. Net change in unrealized appreciation for the three months ended September 30, 2023, resulted from an increase in fair value, primarily due to positive valuation adjustments on level 3 securities.
During the nine months ended September 30, 2024, the Fund had $8,724,020 in net change in unrealized appreciation on $1,530,430,854 of investments in 201 portfolio companies. Net change in unrealized appreciation for the nine months ended September 30, 2024, resulted from an increase in fair value, primarily due to positive valuation adjustments on level 3 securities.
During the nine months ended September 30, 2023, the Fund had $4,031,454 in net change in unrealized appreciation on $1,269,400,998 of investments in 190 portfolio companies. Net change in unrealized appreciation for the nine months ended September 30, 2023, resulted from an increase in fair value, primarily due to positive valuation adjustments on level 3 securities.
Net Increase (Decrease) in Net Assets Resulting from Operations
For the three months ended September 30, 2024 and 2023, the net increase in net assets resulting from operations was $13,863,150 and $19,246,850, respectively. Based on the weighted average shares of common stock outstanding for the three months ended September 30, 2024 and 2023, the Fund’s per share net increase in net assets resulting from operations was $0.23 and $0.36, respectively.
For the nine months ended September 30, 2024 and 2023, the net increase in net assets resulting from operations was $49,292,364 and $37,670,894, respectively. Based on the weighted average shares of common stock outstanding for the nine months ended September 30, 2024 and 2023, the Fund’s per share net increase in net assets resulting from operations was $0.85 and $0.73, respectively
Cash Flows
For the nine months September 30, 2024, cash increased by $45,899,729. During the same period, the Fund used $158,992,057 in operating activities, primarily as a result of net purchases of investments. During the nine months ended September 30, 2024, the Fund generated $204,891,786 from financing activities, primarily from net borrowings on the Credit Facilities and Issuance of Common Stock.
For the nine months ended September 30, 2023, cash increased by $52,225,920. During the same period, the Fund used $67,736,145 in operating activities, primarily as a result of net purchases of investments. During the nine months ended September 30, 2023, the Fund generated $119,962,065 from financing activities, primarily from issuance of common stock and issuance of new CLO Notes.
Hedging
The Fund may enter into currency hedging contracts, interest rate hedging agreements such as futures, options, swaps and forward contracts, and credit hedging contracts, such as credit default swaps. However, no assurance can be given that such hedging transactions will be entered into or, if they are, that they will be effective. For the nine months ended September 30, 2024 and September 30, 2023, the Fund did not enter into any hedging contracts.
Financial Condition, Liquidity and Capital Resources
As of September 30, 2024, and December 31, 2023, the Fund had $118,571,657 and $72,671,928 in cash and cash equivalents, respectively. The Fund expects to generate cash primarily from (i) the net proceeds of the Private Offering, (ii) cash flows from the Fund’s operations, (iii) any financing arrangements now existing or that the Fund may enter into in the future and (iv) any future offerings of the Fund’s equity or debt securities. The Fund may fund a portion of its investments through borrowings from banks, or other large global institutions such as insurance companies, and issuances of senior securities.
The Fund’s primary use of funds from a credit facility will be investments in portfolio companies, cash distributions to holders of its common stock and the payment of operating expenses.
71
In the future, the Fund may also securitize or finance a portion of its investments with a special purpose vehicle. If the Fund undertakes a securitization transaction, the Fund will consolidate its allocable portion of the debt of any securitization subsidiary on its financial statements, and include such debt in the Fund’s calculation of the asset coverage test, if and to the extent required pursuant to the guidance of the staff of the SEC.
Cash and cash equivalents as of September 30, 2024, taken together with the Fund’s uncalled Capital Commitments of $94,019,641 and $126,200,000 of the total available under the Credit Facilities, is expected to be sufficient for the Fund’s investing activities and to conduct the Fund’s operations for at least the next twelve months.
As of September 30, 2024, the Fund has unfunded commitments to fund future investments in the amount of $273,299,791, and contractual obligations in the form of Credit Facilities of $463,800,000, Notes of $543,777,202 and Secured Borrowings of $18,214,149.
Equity Activity
The Fund has the authority to issue 200,000,000 Shares.
The Fund has entered into Subscription Agreements with investors providing for the private placement of Shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase Shares up to the amount of their respective Capital Commitments on an as-needed basis upon the issuance of a capital draw down notice. As of September 30, 2024, the Fund received Capital Commitments of $710,782,345. Inception to September 30, 2024, the Fund received Capital Contributions to the Fund of $616,762,704. Proceeds from the issuances of Shares in respect of drawdown notices described below were used for investing activities and for other general corporate purposes.
Consistent with the Fund’s offering documents, beginning with the quarter ending March 31, 2021, the Fund was required to begin conducting quarterly General Tenders. Pursuant to the General Tender Program, at the Board’s discretion and in accordance with the requirements of Rule 13e-4 under the Exchange Act and the 1940 Act, each stockholder is given the opportunity to tender Shares at a specific Purchase Price based on the Fund’s net asset value as of the last date of the quarter in which the General Tender is conducted. The Fund intends to conduct each General Tender to repurchase up to a certain percentage of the weighted average of the number of Shares outstanding during the three-month period prior to the quarter in which the General Tender is conducted, as determined by the Board. The General Tender Program includes numerous restrictions that limit stockholders’ ability to sell their Shares.
On August 30, 2024, the Fund commenced the Q3 2024 Tender Offer for up to 1,430,286 Shares. The Purchase Price for the Q3 2024 Tender Offer was $9.45 per Share and the Q3 2024 Tender Offer expires on December 31, 2024.
On May 24, 2024, the Fund commenced the Q2 2024 Tender Offer for up to 1,379,303 Shares. The Purchase Price for the Q2 2024 Tender Offer was $9.45 per Share and the Q2 2024 Tender Offer expired on September 30, 2024.
On March 01, 2024, the Fund commenced the Q1 2024 Tender Offer for up to 1,354,873 Shares. The Purchase Price for the Q1 2024 Tender Offer was $9.40 per Share and the Q1 2024 Tender Offer expired on March 31, 2024.
On February 24, 2023, the Fund commenced the Q1 2023 Tender Offer for up to 1,215,454 Shares. The Purchase Price for the Q1 2023 Tender Offer was $9.30 per Share and the Q1 2023 Tender Offer expired on March 31, 2023. On May 26, 2023, the Fund commenced the Q2 2023 Tender Offer for up to 1,255,610 Shares. The Purchase Price for the Q2 2023 Tender Offer was $9.16 per Share and the Q2 2023 Tender Offer expired on September 30, 2023.
Stockholders who tendered Shares in the Q1 2024 Tender Offer and Q1 2023 Tender Offer received a non-interest bearing, non-transferable promissory note entitling such stockholders to an amount in cash equal to the number of Shares accepted for purchase multiplied by the applicable Purchase Price.
72
The following is a summary of the Fund’s equity activity for the three and nine months ended September 30, 2024 and September 30, 2023.
|
|
For the Three |
|
|
For the Three |
|
|
For the Nine |
|
|
For the Nine |
|
||||
Capital Commitments and Commitment |
|
$ |
25,854,726 |
|
|
$ |
24,823,409 |
|
|
$ |
78,880,094 |
|
|
$ |
74,400,283 |
|
Capital Commitments rescinded due to |
|
$ |
5,306,265 |
|
|
$ |
7,773,910 |
|
|
$ |
16,689,665 |
|
|
$ |
18,152,856 |
|
Dividend reinvestments |
|
$ |
7,543,348 |
|
|
$ |
6,644,449 |
|
|
$ |
21,424,212 |
|
|
$ |
14,938,142 |
|
Shares issued to investors under DRIP |
|
|
797,976 |
|
|
|
715,418 |
|
|
|
2,270,859 |
|
|
|
1,616,252 |
|
Value of capital drawdown notices |
|
$ |
32,246,272 |
|
|
$ |
14,548,616 |
|
|
$ |
78,397,378 |
|
|
$ |
40,341,067 |
|
Shares issued to investors under capital |
|
|
3,395,374 |
|
|
|
1,566,471 |
|
|
|
8,266,722 |
|
|
|
4,343,225 |
|
Value of Shares purchased in General |
|
$ |
6,971,458 |
|
|
$ |
8,409,635 |
|
|
$ |
23,282,122 |
|
|
$ |
18,473,529 |
|
Shares purchased in General Tender Offer |
|
|
737,479 |
|
|
|
905,478 |
|
|
|
2,467,518 |
|
|
|
1,994,360 |
|
Distributions
Distributions to stockholders are recorded on the record date. To the extent that the Fund has income available, the Fund intends to distribute quarterly distributions to its stockholders. The Fund’s quarterly distributions, if any, will be determined by the Board. Any distributions to the Fund’s stockholders will be declared out of assets legally available for distribution.
The following table summarizes distributions declared during the nine months ended September 30, 2024:
Date Declared |
|
Record Date |
|
Payment Date |
|
Amount Per Share |
|
|
Total Distributions |
|
||
March 26, 2024 |
|
March 26, 2024 |
|
April 23, 2024 |
|
$ |
0.23 |
|
|
$ |
12,969,462 |
|
June 26, 2024 |
|
June 26, 2024 |
|
July 22, 2024 |
|
$ |
0.21 |
|
|
$ |
12,999,653 |
|
September 26, 2024 |
|
September 26, 2024 |
|
October 23, 2024 |
|
$ |
0.23 |
|
|
$ |
13,868,318 |
|
Total distributions declared |
|
|
|
|
|
|
|
|
$ |
39,837,433 |
|
|
The following table summarizes distributions declared during the nine months ended September 30, 2023:
Date Declared |
|
Record Date |
|
Payment Date |
|
Amount Per Share |
|
|
Total Distributions |
|
||
March 29, 2023 |
|
March 29, 2023 |
|
April 25, 2023 |
|
$ |
0.10 |
|
|
$ |
5,139,617 |
|
June 28, 2023 |
|
June 28, 2023 |
|
July 24, 2023 |
|
$ |
0.20 |
|
|
$ |
10,402,344 |
|
September 28, 2023 |
|
September 27, 2023 |
|
October 23, 2023 |
|
$ |
0.24 |
|
|
$ |
12,501,274 |
|
Total distributions declared |
|
|
|
|
|
|
|
|
$ |
28,043,235 |
|
|
The federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon the Fund’s investment company taxable income for the full fiscal year and distributions paid during the full year. For the nine months ended September 30, 2024, all of the Fund’s distributions to stockholders were attributable to ordinary income. The character of distributions for federal income tax purposes are determined in accordance with income tax regulations which may differ from GAAP. Stockholders should read any written disclosure accompanying a distribution payment carefully and should not assume that the source of any distribution is only ordinary income or gains.
To the extent the Fund’s taxable earnings fall below the total amount of its distributions paid for that fiscal year, a portion of those distributions may be deemed a return of capital to the Fund’s stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to stockholders may be the original capital invested by the stockholder rather than the Fund’s income or gains.
For the nine months ended September 30, 2024, all of the Fund’s distributions to stockholders were attributable to ordinary income. The character of distributions for federal income tax purposes are determined in accordance with income tax regulations
73
which may differ from GAAP. Stockholders should read any written disclosure accompanying a distribution payment carefully and should not assume that the source of any distribution is only ordinary income or gains.
Co-investment Exemptive Order
On August 6, 2018, the SEC granted the Fund relief sought in a new exemptive application that expands the co-investment exemptive relief previously granted to the Fund in October 2016 to allow the Fund to co-invest in portfolio companies with Affiliated Funds in a manner consistent with its investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order. Pursuant to the Order, the Fund is permitted to co-invest with Affiliated Funds, which the new exemptive relief defines to include affiliated managed accounts, if, among other things, a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Fund’s independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to the Fund and the Fund’s stockholders and do not involve overreaching in respect of the Fund or the Fund’s stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Fund’s stockholders and is consistent with the Fund’s investment objective and strategies. The Fund intends to co-invest with Affiliated Funds, subject to the conditions included in the Order.
Credit Facilities
2021 HSBC Credit Facility
On November 15, 2017, the Fund entered into the HSBC Credit Agreement to establish the HSBC Credit Facility with the HSBC Administrative Agent and any other lender that became a party to the HSBC Credit Agreement in accordance with the terms of the HSBC Credit Agreement, as lenders. The Fund amended and restated the HSBC Credit Agreement on January 31, 2019, and on July 8, 2021, the Fund terminated the HSBC Credit Agreement and all outstanding loans thereunder were repaid and all obligations thereunder were released and terminated. Concurrent with the termination of the HSBC Credit Agreement, the Fund entered into the HSBC Joinder, pursuant to which the Fund became a party to the 2021 HSBC Credit Facility evidenced by the 2021 HSBC Credit Agreement. As of September 30, 2024, the Fund’s fund group facility sublimit under the 2021 HSBC Credit Facility was $40,000,000.
As of September 30, 2024, the Fund had $40,000,000 outstanding on the 2021 HSBC Credit Facility and the Fund was in compliance with the terms of the 2021 HSBC Credit Facility. As of December 31, 2023, the Fund had $8,000,000 outstanding on the 2021 HSBC Credit Facility.
For further details, see “Note 4. Borrowings,” to the Fund’s consolidated financial statements.
Synovus Credit Facility
On October 15, 2020, ABPCIC Funding II LLC, a Delaware limited liability company and wholly-owned subsidiary of the Fund (“ABPCIC Funding II”), entered into a revolving credit facility (the “Synovus Credit Facility”) with Synovus Bank, Specialty Finance Division, as facility agent, and U.S. Bank, National Association, as collateral, collateral custodian and securities intermediary. As of September 30, 2024, the Synovus Credit Facility provides for borrowings in an aggregate amount up to $200,000,000.
Borrowings of ABPCIC Funding II are considered borrowings by the Fund for purposes of complying with the asset coverage requirements under the 1940 Act applicable to business development companies. As of September 30, 2024, the Fund had $170,000,000 outstanding on the Synovus Credit Facility and the Fund was in compliance with the terms of the Synovus Credit Facility. As of December 31, 2023, the Fund had $198,000,000 outstanding on the Synovus Credit Facility and the Fund was in compliance with the terms of the Synovus Credit Facility.
For further details, see “Note 4. Borrowings,” to the Fund’s consolidated financial statements.
Natixis Credit Facility
On April 21, 2023, ABPCIC Funding IV LLC, a Delaware limited liability company and wholly-owned subsidiary of the Fund (“ABPCIC Funding IV”), entered into a warehouse financing transaction (the “Natixis Credit Facility”) with Natixis, New York Branch, as administrative agent and U.S. Bank Trust Company, National Association, as collateral and collateral administrator. The Natixis Credit Facility provides for a total commitment amount of up to $200,000,000, which is split between the Class A-R Loans and the Swingline Loans, on a revolving basis, and in the case of the Class A-T Loans, on a term basis. The total Class A-R commitment as of the closing date is $175,000,000, and the total Class A-T commitment as of the closing date is $25,000,000. Amounts drawn under the Natixis Credit Facility will bear interest at either the Term SOFR Reference Rate, or the weighted average of the Commercial Paper Rate, the Liquidity Funding Rate and the Credit Funding Rate (each as defined in the Natixis Credit
74
Agreement, the “Applicable Rate”), in each case, plus a margin. As of September 30, 2024, advances used to finance the purchase or origination of any eligible loans under the Natixis Credit Facility bear interest at the Applicable Rate plus a spread of 2.25%. The availability period with respect to the revolving commitments under the Natixis Credit Facility will terminate on April 21, 2025.
As of September 30, 2024, the Fund had $178,550,000 outstanding on the Natixis Credit Facility and the Fund was in compliance with the terms of the Natixis Credit Facility. As of December 31, 2023, the Fund had $105,500,000 outstanding on the Natixis Credit Facility and the Fund was in compliance with the terms of the Natixis Credit Facility.
For further details, see “Note 4. Borrowings,” to the Fund’s consolidated financial statements.
MUFG Credit Facility
On September 19, 2024, ABPCIC Funding V entered into a warehouse financing transaction (the “MUFG Credit Facility,” and together with the 2021 HSBC Credit Facility, the Synovus Credit Facility and the Natixis Credit Facility, the “ Credit Facilities”). In connection with the MUFG Credit Facility, ABPCIC Funding V entered into, among other agreements, (i) the credit agreement (the “MUFG Credit Agreement”), among ABPCIC Funding V, MUFG Bank, Ltd., as lender, the other lenders party thereto from time to time, MUFG Bank, Ltd., as administrative agent, U.S. Bank Trust Company, National Association, as collateral agent (in such capacity, the “MUFG Collateral Agent”) and collateral administrator (in such capacity, the “MUFG Collateral Administrator”), and U.S. Bank National Association, as document custodian, (ii) the account control agreement, among ABPCIC Funding V, as debtor, the MUFG Collateral Agent, as secured party, and U.S. Bank National Association, as securities intermediary, (iii) the collateral management agreement, between ABPCIC Funding V and the Adviser, as collateral manager (in such capacity, the “MUFG Collateral Manager”), (iv) the collateral administration agreement, among ABPCIC Funding V, the MUFG Collateral Manager and the MUFG Collateral Administrator and (v) the master loan sale and contribution agreement between the Fund, as seller, and ABPCIC Funding V, as buyer. The MUFG Credit Agreement provides for borrowings in an aggregate amount up to $150,000,000.
As of September 30, 2024, the Fund had $75,250,000 outstanding on the MUFG Credit Facility and the Fund was in compliance with the terms of the MUFG Credit Facility.
For further details, see “Note 4. Borrowings,” to the Fund’s consolidated financial statements.
Secured Borrowings
From time to time, the Fund may engage in sale/buy-back agreements, which are a type of secured borrowing. The amount, interest rate and terms of these agreements will be individually negotiated on a transaction-by-transaction basis. Each borrowing is secured by an interest in an underlying asset which is participated or assigned to the sale/buy-back counterparty for the duration of the agreement.
Outstanding Secured Borrowings pursuant to the Macquarie Sale/Buy-Back was $18,214,149 and $2,325,617 as of September 30, 2024, and December 31, 2023, respectively.
For further details, see “Note 4. Borrowings,” to the Fund’s consolidated financial statements.
Debt Securitization
On August 9, 2019, ABPCI Direct Lending Fund CLO VI Ltd (the “VI Issuer”), an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of the Fund, and ABPCI Direct Lending Fund CLO VI LLC, a limited liability company organized under the laws of the State of Delaware (the “VI Co-Issuer,” and together with the VI Issuer, the “VI Co-Issuers”), each a newly formed special purpose vehicle, completed a $300,500,000 term debt securitization (the “CLO VI Transaction. The stated reinvestment date was August 9, 2022.
The CLO VI indenture was refinanced under the terms of the first supplement indenture dated April 28, 2022 among the VI Issuer and U.S. Bank National Association, as trustee. As a result of the refinancing, the outstanding notes (other than the Subordinated Notes) under the indenture dated August 9, 2019 in the amount of $246,900,000 were paid off, and the unamortized debt discount and debt issuance costs were accelerated into interest and borrowing expenses on the consolidated statements of operations. The VI Issuer issued new notes as listed below, as well as additional Subordinated Notes in the amount of $7,720,000. The VI Issuer issued new notes, collectively, the “CLO VI Notes.”
The CLO VI Notes that remain outstanding as of September 30, 2024 were (i) $98,250,000 of Class A-1-R Senior Secured Floating Rate Notes, which bear interest at three-months Secured Overnight Financing Rate (“Term SOFR”) plus 1.83% per annum;
75
(ii) $75,000,000 of Class A-1-L Senior Secured Floating Rate Notes, which bear interest at Term SOFR plus 1.83% per annum; (iii) $30,000,000 of Class A-1-F Senior Secured Fixed Rate Notes, which bear interest at 4.305% per annum; (iv) $43,500,000 of Class A-2-R Senior Secured Deferrable Floating Rate Notes, which bear interest at Term SOFR plus 2.25% per annum; (v) $19,250,000 of Class B-R Senior Secured Deferrable Floating Rate Notes, which bear interest at Term SOFR plus 3.10% per annum; and (vi) $20,125,000 of Class C-R Senior Secured Deferrable Floating Rate Notes, which bear interest at Term SOFR plus 4.15% per annum. The CLO VI Notes are scheduled to mature on April 27, 2034.
The CLO VI Notes that remain outstanding as of December 31, 2023 were (i) $98,250,000 of Class A-1-R Senior Secured Floating Rate Notes, which bear interest at three-months Secured Overnight Financing Rate (“Term SOFR”) plus 1.83% per annum; (ii) $75,000,000 of Class A-1-L Senior Secured Floating Rate Notes, which bear interest at Term SOFR plus 1.83% per annum; (iii) $30,000,000 of Class A-1-F Senior Secured Fixed Rate Notes, which bear interest at 4.305% per annum; (iv) $43,500,000 of Class A-2-R Senior Secured Deferrable Floating Rate Notes, which bear interest at Term SOFR plus 2.25% per annum; and (v) $19,250,000 of Class B-R Senior Secured Deferrable Floating Rate Notes, which bear interest at Term SOFR plus 3.10% per annum; and (vi) $20,125,000 of Class C-R Senior Secured Deferrable Floating Rate Notes, which bear interest at Term SOFR plus 4.15% per annum. The CLO VI Notes are scheduled to mature on April 27, 2034.
The CLO VI Notes are the secured obligations of the VI Co-Issuers, and the indenture governing the CLO VI Notes includes customary covenants and events of default. The CLO VI Notes have not been, and will not be, registered under the Securities Act or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.
The Adviser serves as collateral manager to the VI Issuer pursuant to a collateral management agreement between the Adviser and the VI Issuer (the “CLO VI Collateral Management Agreement”). For so long as the Adviser serves as collateral manager to the VI Issuer, the Adviser will elect to irrevocably waive any base management fee or subordinated interest to which it may be entitled under the CLO VI Collateral Management Agreement. Pursuant to a new CLO notes issuance, collateral management fee is no longer charged as long as the Adviser serves as a collateral manager.
On May 3, 2023, ABPCI Direct Lending Fund CLO XIII LTD (“CLO XIII” or the “XIII Issuer”), a private company limited by shares incorporated under the laws of Jersey and a wholly-owned subsidiary of the Fund, and ABPCI Direct Lending Fund CLO XIII LLC, a limited liability company organized under the laws of the State of Delaware (the “XIII Co-Issuer,” and together with the XIII Issuer, the “XIII Co-Issuers”), ABPCI Direct Lending Fund CLO XIII First Static Subsidiary Ltd (the “First Static Subsidiary”) and ABPCI Direct Lending Fund CLO XIII Second Static Subsidiary Ltd (the “Second Static Subsidiary” and together with the First Static Subsidiary, the “Static Subsidiaries”, and together with the XIII Co-Issuers, the “XIII Issuer Entities”), each a newly formed special purpose vehicle, completed a $395,000,000 term debt securitization (the “CLO XIII Transaction”). The stated reinvestment date is April 27, 2027.
The CLO XIII Transaction was executed through a private placement and the notes offered (the “CLO XIII Notes”) that remain outstanding as of December 31, 2023 were (i) $228,000,000 of Class A Senior Secured Floating Rate Notes, which bear interest at Term SOFR plus 2.60% per annum; (ii) $36,000,000 of Class B Senior Secured Floating Rate Notes, which bear interest at Term SOFR plus 3.65% per annum; (iii) $36,000,000 of Class C Secured Deferrable Floating Rate Notes, which bear interest at Term SOFR plus 4.55% per annum; (iv) $28,000,000 of Class D Secured Deferrable Floating Rate Notes, which bear interest at Term SOFR plus 6.90% per annum; and (v) $67,000,000 of Subordinated Notes. The CLO XIII Notes are scheduled to mature on April 27, 2035.
The CLO XIII Notes are the secured obligations of the XIII Issuer Entities, and the indenture governing the CLO XIII Notes includes customary covenants and events of default. The CLO XIII Notes have not been, and will not be, registered under the Securities Act or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.
The Adviser serves as collateral manager to the XIII Issuer pursuant to a collateral management agreement between the Adviser and the XIII Issuer. For so long as the Adviser serves as collateral manager to the XIII Issuer, a collateral management fee shall not be charged.
For further details, see “Note 4. Borrowings,” to the Fund’s consolidated financial statements.
Co-investment Exemptive Order
On August 6, 2018, the SEC granted the Fund relief sought in a new exemptive application that expands the co-investment exemptive relief previously granted to the Fund in October 2016 to allow the Fund to co-invest in portfolio companies with Affiliated Funds in a manner consistent with its investment objective, positions, policies, strategies and restrictions as well as regulatory
76
requirements and other pertinent factors, subject to compliance with the Order. Pursuant to the Order, the Fund is permitted to co-invest with Affiliated Funds, which the new exemptive relief defines to include affiliated managed accounts, if, among other things, a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Fund’s independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to the Fund and the Fund’s stockholders and do not involve overreaching in respect of the Fund or the Fund’s stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Fund’s stockholders and is consistent with the Fund’s investment objective and strategies. The Fund intends to co-invest with Affiliated Funds, subject to the conditions included in the Order.
Asset Coverage
In accordance with the 1940 Act, the Fund has historically only been allowed to borrow amounts such that its “asset coverage,” as defined in the 1940 Act, is at least 200% after such borrowing, permitting the Fund to borrow up to one dollar for investment purposes for every one dollar of investor equity. “Asset coverage” generally refers to a company’s total assets, less all liabilities and indebtedness not represented by “senior securities,” as defined in the 1940 Act, divided by total senior securities representing indebtedness and, if applicable, preferred stock. “Senior securities” for this purpose includes borrowings from banks or other lenders, debt securities and preferred stock.
On March 23, 2018, the SBCAA was signed into law. The SBCAA, among other things, modifies the applicable provisions of the 1940 Act to reduce the required asset coverage ratio applicable to BDCs from 200% to 150% subject to certain approval, time and disclosure requirements (including either stockholder approval or approval of a majority of the directors who are not interested persons of the BDC and who have no financial interest in the proposal). On July 5, 2018, the Board voted to approve the adoption of the reduced asset coverage ratio and separately recommended that Investors approve the reduced asset coverage requirements at the 2018 annual meeting of stockholders. On September 26, 2018, at the Fund’s 2018 annual meeting of stockholders, the Fund’s stockholders approved the reduction of the required minimum asset coverage ratio applicable to the Fund from 200% to 150%, which took effect on September 27, 2018. This reduction in the required minimum asset coverage ratio increases the amount of debt that the Fund is permitted to incur, permitting the Fund to borrow up to two dollars for investment purposes for every one dollar of investor equity.
As of September 30, 2024, and December 31, 2023, the Fund had total senior securities of $1,025,791,351 and $860,575,617, respectively, consisting of borrowings under the Credit Facilities, secured borrowings and the Notes, and had asset coverage ratios of 157% and 159%, respectively.
Critical Accounting Policies
Valuation of Investments
The Fund measures the value of its investments at fair value accordance with Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure, or “ASC Topic 820,” issued by the Financial Accounting Standards Board, or “FASB.” Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Pursuant to the amended SEC Rule 2a-5 of the 1940 Act, the Board designated the Adviser as the Fund’s “valuation designee.” In this capacity, the Adviser is responsible, among other things, for making all fair value determinations relating to the Fund’s portfolio investments, subject to the Board’s oversight. Investments are valued at fair value as determined in good faith by our Adviser, as valuation designee, based on input of management, the audit committee and independent valuation firms that have been engaged to assist in the valuation of each portfolio investment without a readily available market quotation under a valuation policy. The Adviser principally carries out its fair value responsibilities through its Valuation Sub-Committee. This valuation process is conducted at the end of each fiscal quarter.
The audit committee of the Board (the “Audit Committee”) is also responsible for assisting the Adviser, as valuation designee in valuing investments that are not publicly traded or for which current market values are not readily available. Investments for which market quotations are readily available are valued using market quotations, which are generally obtained from independent pricing services, broker-dealers or market makers. With respect to portfolio investments for which market quotations are not readily available, the Adviser, as valuation designee and its senior investment team and independent valuation firms, is responsible for determining in good faith the fair value in accordance with the valuation policy approved by the Board. If more than one valuation method is used to measure fair value, the results are evaluated and weighted, as appropriate, considering the reasonableness of the range indicated by those results. The Fund considers a range of fair values based upon the valuation techniques utilized and selects the value within that
77
range that was most representative of fair value based on current market conditions as well as other factors the Adviser’s senior investment team considers relevant.
ASC Topic 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. ASC Topic 820 also provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings and provides for enhanced disclosures determined by the level within the hierarchy of information used in the valuation. In accordance with ASC Topic 820, these inputs are summarized in the three levels listed below:
The level in the fair value hierarchy within which the fair value measurement is categorized in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. If a fair value measurement uses price data vendors or observable market price quotations, that measurement is a Level 2 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or liability.
The determination of what constitutes “observable” requires significant judgment by the Fund. The Fund considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.
Because of the inherent uncertainty of valuation for all fair value investments and interests, the Board’s determination of fair value may differ from the values that would have been used had a ready market existed, or that could have been (or will be) realized in an actual sale, and such differences could be material.
The value of any investment on any valuation date is intended to represent the fair value of such investment on such date based upon the amount at which the investment could be exchanged between willing parties, other than in a forced liquidation sale, and reflects the Board’s determination of fair value using the methodology described herein. Any valuation of an investment may not reflect the actual amount received by the Fund upon the liquidation of such investment.
The Fund’s investments will be primarily loans made to middle-market companies. These investments are mostly considered Level 3 assets under ASC Topic 820 because there is not usually a known or accessible market or market indices for these types of debt instruments and, thus, the Adviser’s senior investment team must estimate the fair value of these investment securities based on models utilizing unobservable inputs.
Management and Incentive Fees
The Fund will accrue for the base management fee and incentive fee. The accrual for the incentive fee includes the recognition of the incentive fee on unrealized capital gains, even though such incentive fee is neither earned nor payable to the Adviser until the gains are both realized and in excess of unrealized depreciation on investments. The amount of capital gains incentive fee expense related to the hypothetical liquidation of the portfolio (and assuming no other changes in realized or unrealized gains and losses) would only become payable to the Adviser in the event of a complete liquidation of the Fund’s portfolio as of period end and the termination of the Second Amended and Restated Advisory Agreement on such date. Also, it should be noted that the capital gains incentive fee expense fluctuates with the Fund’s overall investment results.
Federal Income Taxes
The Fund has elected to be treated, and to qualify annually, as a RIC under Subchapter M of the Code. Generally, a RIC is not subject to federal income taxes on distributed income and gains if it distributes at least 90% of its net ordinary income and net short-term capital gains in excess of its net long-term capital losses, if any, to its stockholders. The Fund intends to distribute sufficient dividends to maintain its RIC status each year and the Fund does not anticipate paying any material federal income taxes in the future.
78
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Fund is subject to financial market risks, including changes in interest rates. To the extent that the Fund borrows money to make investments, the Fund’s net investment income is dependent upon the difference between the rate at which the Fund borrows funds and the rate at which the Fund invests these funds. In periods of rising interest rates, the Fund’s cost of funds would increase, which may reduce the Fund’s net investment income. Because the Fund expects that most of its investments will bear interest at floating rates, the Fund anticipates that an increase in interest rates would have a corresponding increase in the Fund’s interest income that would eventually offset any increase in the Fund’s cost of funds and, thus, net investment income would not be reduced significantly. The timing of interest rate resets on the Fund’s investments and the Fund’s debt may differ leading to a temporary increase or decrease in net investment income. However, there can be no assurance that a significant change in market interest rates will not have an adverse effect on the Fund’s net investment income. In addition, U.S. and global capital markets and credit markets have experienced a higher level of stress due to rising inflation, which has resulted in an increase in the level of volatility across such markets and a general decline in the value of the securities held by the Fund.
The Fund will generally invest in illiquid loans and securities including debt and equity securities of middle-market companies. Because the Fund expects that there will not be a readily available market for many of the investments in the Fund’s portfolio, the Fund expects to value many of its portfolio investments at fair value as determined in good faith by the Board using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.
In connection with rising inflation, the U.S. Federal Reserve and other central banks have increased interest rates. A prolonged increase in interest rates could results in an increase in the Fund’s non-performing assets and a decrease in the value of its portfolio because the portfolio companies paying interest at such increasing floating rates may be unable to meet higher payment obligations. In periods of rising interest rates, the Fund’s cost of funds would increase, which, if not matched with the rising interest rates of its performing floating-rate assets, could result in a decrease in its net investment income. Incurring additional leverage will magnify the impact of an increase to the Fund’s cost of funds. A decrease in interest rates may reduce net income, because new investments may be made at lower rates despite the increased demand for the Fund’s capital that the decrease in interest rates may produce.
Assuming that the consolidated statement of assets and liabilities as of September 30, 2024, were to remain constant and that the Fund took no actions to alter its existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates.
Change in Interest Rates |
|
Increase (Decrease) in |
|
|
Increase (Decrease) in |
|
|
Net Increase (Decrease) in |
|
|||
Down 25 basis points |
|
$ |
(3,810,923 |
) |
|
$ |
(2,453,125 |
) |
|
$ |
(1,357,798 |
) |
Down 100 basis points |
|
|
(15,243,690 |
) |
|
|
(9,812,500 |
) |
|
|
(5,431,190 |
) |
Down 200 basis points |
|
|
(30,467,228 |
) |
|
|
(19,625,000 |
) |
|
|
(10,842,228 |
) |
Down 300 basis points |
|
|
(45,617,245 |
) |
|
|
(29,437,500 |
) |
|
|
(16,179,745 |
) |
Up 100 basis points |
|
|
15,243,690 |
|
|
|
9,812,500 |
|
|
|
5,431,190 |
|
Up 200 basis points |
|
|
30,487,381 |
|
|
|
19,625,000 |
|
|
|
10,862,381 |
|
Up 300 basis points |
|
|
45,731,071 |
|
|
|
29,437,500 |
|
|
16,293,571 |
|
|
The above outcomes are estimates based on models that use assumptions, and such assumptions may not hold true should any of the listed scenarios occur. The table should be read in conjunction with the “Forward-Looking Statements” section to this quarterly report.
In addition, although the Fund does not currently intend to make investments that are denominated in a foreign currency, to the extent it does, the Fund will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved.
The Fund may hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate the Fund against adverse changes in interest rates, they may also limit the Fund’s ability to participate in benefits of lower interest rates with respect to the Fund’s portfolio of investments with fixed interest rates.
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Item 4. Controls and Procedures
As of the end of the period covered by this report, the Fund carried out an evaluation, under the supervision and with the participation of the Fund’s management, including the Fund’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Fund’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, the Fund’s Chief Executive Officer and Chief Financial Officer have concluded that the Fund’s current disclosure controls and procedures are effective in timely alerting them to material information relating to the Fund that is required to be disclosed by the Fund in the reports it files or submits under the Exchange Act.
There have been no changes in the Fund’s internal control over financial reporting that occurred during the Fund’s most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Fund’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1.Legal Proceedings
The Fund is not currently subject to any material legal proceedings, nor, to the Fund’s knowledge, is any material legal proceeding threatened against the Fund. From time to time, the Fund may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Fund’s rights under contracts with its portfolio companies. The Fund’s business is also subject to extensive regulation, which may result in regulatory proceedings against the Fund. While the outcome of these legal proceedings cannot be predicted with certainty, the Fund does not expect that these proceedings will have a material effect upon its financial condition or results of operations.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Fund’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which could materially affect the Fund’s business, financial condition and/or operating results. The risks described in the Fund’s Annual Report on Form 10-K are not the only risks the Fund faces. Additional risks and uncertainties that are not currently known to the Fund or that the Fund currently deems to be immaterial also may materially adversely affect the Fund’s business, financial condition and/or operating results. During the three months ended September 30, 2024, there have been no material changes from the risk factors set forth in the Fund’s Annual Report on Form 10-K for the year ended December 31, 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Except as previously reported by the Fund on its current reports on Form 8-K, the Fund did not sell any securities during the period covered by this Quarterly Report that were not registered under the Securities Act.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosure
Not applicable.
Item 5. Other Information
Insider Trading Arrangements and Policies
During the fiscal quarter ended September 30, 2024,
81
Item 6. Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
|
|
10.1 |
|
|
|
10.2 |
|
|
|
10.3 |
|
|
|
10.4 |
|
|
|
10.5 |
|
|
|
10.6 |
|
|
|
31.1 |
|
|
|
31.2 |
|
|
|
32.1 |
|
|
|
101.INS |
XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the XBRL document* |
|
|
101.SCH |
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document* |
|
|
104 |
Cover Page formatted in Inline XBRL and contained in Exhibit 101* |
* Filed herewith
82
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
AB PRIVATE CREDIT INVESTORS CORPORATION |
|
|
|
Date: November 14, 2024 |
By: |
/s/ J. Brent Humphries |
|
|
J. Brent Humphries |
|
|
President and Chief Executive Officer |
|
|
(Principal Executive Officer) |
|
|
|
Date: November 14, 2024 |
By: |
/s/ Wesley Raper |
|
|
Wesley Raper |
|
|
Chief Financial Officer and Treasurer |
|
|
(Principal Financial and Accounting Officer) |