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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________________________________________________________________________________________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number 000-56388
North Haven Private Income Fund A LLC
(Exact name of registrant as specified in charter)
| | | | | | | | |
Delaware | | 92-1385301 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
1585 Broadway | | 10036 |
New York, NY | | (Zip Code) |
(Address of principal executive offices) | | |
1 212-761-4000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| None | | None | | None |
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: Yes ☒ No ☐
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). Yes ☒ No ☐
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 | ☐ | Accelerated filer | ☐ |
| | | |
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ |
| | | |
| Emerging growth company | ☒ | | |
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 number of the registrant’s Class I Units outstanding at November 12, 2024 was 7,733,727
North Haven Private Income Fund A LLC
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2024
TABLE OF CONTENTS
| | | | | | | | |
| Part I. Financial Information | |
| Item 1. | | |
| | |
| | |
| | |
| | |
| | |
| | |
| Item 2. | | |
| Item 3. | | |
| Item 4. | | |
| Part II. Other Information | |
| Item 1. | | |
| Item 1A. | | |
| Item 2. | | |
| Item 3. | | |
| Item 4. | | |
| Item 5. | | |
| Item 6. | | |
SIGNATURES
North Haven Private Income Fund A LLC
Consolidated Statements of Financial Condition
(In thousands, except unit and per unit amounts)
| | | | | | | | | | | | | | |
| | As of |
| | September 30, 2024 | | December 31, 2023 |
| | (Unaudited) | | (Audited) |
| Assets | | | | |
Non-controlled/non-affiliated investments, at fair value (amortized cost of $221,306 and $51,386) | | $ | 221,827 | | | $ | 51,545 | |
| Cash | | 17,796 | | | 21,310 | |
| Deferred financing costs | | 2,520 | | | 1,216 | |
| Deferred offering costs | | — | | | 65 | |
| Interest and dividend receivable from non-controlled/non-affiliated investments | | 1,873 | | | 354 | |
| Receivable for investments sold | | 22 | | | — | |
| Prepaid expenses and other assets | | 4 | | | 87 | |
| Total assets | | 244,042 | | | 74,577 | |
| | | | |
| Liabilities | | | | |
| Debt | | 74,400 | | | 11,000 | |
| Payable for investments purchased | | 5,019 | | | — | |
| Payable to affiliates (Note 3) | | 48 | | | 807 | |
| | | | |
| Distributions payable | | 1,169 | | | 344 | |
| | | | |
| Subscriptions received in advance (Note 8) | | 14,582 | | | 18,462 | |
| Payable for units repurchased | | 5,824 | | | — | |
| Capital gains based incentive fee payable | | 66 | | | 20 | |
| Interest and financing costs payable | | 363 | | | 305 | |
| | | | |
| Accrued expenses and other liabilities | | 499 | | | 271 | |
| Total liabilities | | 101,970 | | | 31,209 | |
| | | | |
| Commitments and contingencies (Note 7) | | | | |
| | | | |
| Members' Capital | | | | |
Common units, par value $0.001 per unit (6,995,354 and 2,157,873 units issued and outstanding) | | 7 | | | 2 | |
| Paid-in capital in excess of par value | | 140,515 | | | 43,012 | |
| Net distributable earnings (accumulated losses) | | 1,550 | | | 354 | |
| Total members' capital | | $ | 142,072 | | | $ | 43,368 | |
| Total liabilities and members' capital | | $ | 244,042 | | | $ | 74,577 | |
| Net asset value per unit | | $ | 20.31 | | | $ | 20.10 | |
The accompanying notes are an integral part of these unaudited consolidated financial statements
North Haven Private Income Fund A LLC
Consolidated Statements of Operations (Unaudited)
(In thousands, except unit and per unit amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended | | For the Nine Months Ended |
| | September 30, 2024 | | September 30, 2023 | | September 30, 2024 | | September 30, 2023 |
| Investment Income: | | | | | | | | |
| From non-controlled/non-affiliated investments: | | | | | | | | |
| Interest income | | $ | 5,366 | | | $ | 822 | | | $ | 10,272 | | | $ | 822 | |
| Payment-in-kind | | 58 | | | 3 | | | 109 | | | 3 | |
| | | | | | | | |
| Other income | | 217 | | | 31 | | | 363 | | | 31 | |
| Total investment income | | 5,641 | | | 856 | | | 10,744 | | | 856 | |
| | | | | | | | |
| Expenses: | | | | | | | | |
| Interest expense and other financing expenses | | 1,430 | | | 342 | | | 1,884 | | | 342 | |
| Management fees | | 423 | | | 68 | | | 931 | | | 68 | |
| Income based incentive fees | | 499 | | | — | | | 1,004 | | | — | |
| Capital gains incentive fees | | 6 | | | 11 | | | 46 | | | 11 | |
| Professional fees | | 185 | | | 134 | | | 608 | | | 134 | |
| | | | | | | | |
| Directors' fees | | 27 | | | 26 | | | 79 | | | 26 | |
| Administrative service fees | | (6) | | | 9 | | | 58 | | | 9 | |
| Organization and offering costs | | 7 | | | 36 | | | 54 | | | 217 | |
| General and other expenses | | 8 | | | 41 | | | 35 | | | 41 | |
| Total expenses | | 2,579 | | | 667 | | | 4,699 | | | 848 | |
| Income based incentive fee waiver (Note 3) | | (499) | | | — | | | (1,004) | | | — | |
| Expense support (Note 3) | | — | | | (555) | | | (325) | | | (555) | |
| Management fees waiver (Note 3) | | (423) | | | (68) | | | (931) | | | (68) | |
| Net expenses | | 1,657 | | | 44 | | | 2,439 | | | 225 | |
| Net investment income (loss) | | 3,984 | | | 812 | | | 8,305 | | | 631 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Realized and unrealized gain (loss): | | | | | | | | |
| Net realized gain (loss): | | | | | | | | |
| Non-controlled/non-affiliated investments | | 7 | | | — | | | 7 | | — | |
| | | | | | | | |
| Net change in unrealized appreciation (depreciation): | | | | | | | | |
| Non-controlled/non-affiliated investments | | 42 | | | 87 | | | 362 | | | 87 | |
| | | | | | | | |
| Net realized and unrealized gain (loss) | | $ | 49 | | | $ | 87 | | | $ | 369 | | | $ | 87 | |
| Net increase (decrease) in members' capital resulting from operations | | $ | 4,033 | | | $ | 899 | | | $ | 8,674 | | | $ | 718 | |
| | | | | | | | |
| | | | | | | | |
| Net investment income (loss) per unit (basic and diluted) | | $ | 0.58 | | | $ | 0.61 | | | $ | 1.60 | | | $ | 0.47 | |
| Earnings (loss) per unit (basic and diluted) | | $ | 0.59 | | | $ | 0.67 | | | $ | 1.67 | | | $ | 0.54 | |
| Weighted average units outstanding: | | 6,860,089 | | | 1,334,349 | | | 5,201,659 | | | 1,334,349 | |
| | | | | | | | |
The accompanying notes are an integral part of these unaudited consolidated financial statements
North Haven Private Income Fund A LLC
Consolidated Statements of Changes in Members’ Capital (Unaudited)
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended | | For the Nine Months Ended | |
| | September 30, 2024 | | September 30, 2023 | | September 30, 2024 | | September 30, 2023 | |
| Members' Capital at beginning of period: | | $ | 122,240 | | | $ | (350) | | | $ | 43,368 | | | $ | (194) | | |
| Increase (decrease) in members’ capital resulting from operations: | | | | | | | | | |
| Net investment income (loss) | | 3,984 | | | 812 | | | 8,305 | | | 631 | | |
Net realized gain (loss) | | 7 | | | — | | | 7 | | | — | | |
Net change in unrealized appreciation (depreciation) | | 42 | | | 87 | | | 362 | | | 87 | | |
| Net increase (decrease) in members’ capital resulting from operations | | 4,033 | | | 899 | | | 8,674 | | | 718 | | |
| | | | | | | | | |
| Distributions to Unitholders from: | | | | | | | | | |
| Distributable earnings | | (3,302) | | | (414) | | | (7,478) | | | (414) | | |
| | | | | | | | | |
| | | | | | | | | |
| Capital transactions: | | | | | | | | | |
| | | | | | | | | |
| Issuance of Units | | 23,634 | | | 27,595 | | | 101,733 | | | 27,620 | | |
| Reinvestment of distributions | | 1,291 | | | 19 | | | 2,741 | | | 19 | | |
| Repurchased Units | | (5,824) | | | — | | | (6,966) | | | — | | |
| | | | | | | | | |
| Net increase in members' capital resulting from capital transactions | | 19,101 | | | 27,614 | | | 97,508 | | | 27,639 | | |
| Total increase (decrease) in members' capital | | 19,832 | | | 28,099 | | | 98,704 | | | 27,943 | | |
| Members' capital at end of period | | $ | 142,072 | | | $ | 27,749 | | | $ | 142,072 | | | $ | 27,749 | | |
| Distributions per unit | | $ | 0.48 | | | $ | 0.31 | | | $ | 1.44 | | | $ | 0.31 | | |
The accompanying notes are an integral part of these unaudited consolidated financial statements
North Haven Private Income Fund A LLC
Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
| | | | | | | | | | | | | | |
| | For the Nine Months Ended |
| | September 30, 2024 | | September 30, 2023 |
| Cash flows from operating activities: | | | | |
| Net increase (decrease) in members' capital resulting from operations | | $ | 8,674 | | | $ | 718 | |
| Adjustments to reconcile net increase (decrease) in members' capital resulting from operations to net cash provided by (used in) operating activities | | | | |
| Net change in unrealized (appreciation) depreciation on investments | | (362) | | | (87) | |
| Net realized (gain) loss on investments | | (7) | | | — | |
| | | | |
| | | | |
| | | | |
| Net accretion of discount and amortization of premium on investments | | (328) | | | (37) | |
| Payment-in-kind interest and dividend capitalized | | (105) | | | — | |
| Amortization of deferred financing costs | | 254 | | | 37 | |
| | | | |
| Amortization of deferred offering costs | | 65 | | | 10 | |
| Purchases of investments and change in payable for investments purchased | | (176,918) | | | (37,447) | |
| Proceeds from sale of investments and principal repayments and change in receivable for investments sold/repaid | | 12,435 | | | 2,039 | |
| Changes in operating assets and liabilities: | | | | |
| (Increase) decrease in interest and dividend receivable from non-controlled/non-affiliated investments | | (1,519) | | | (218) | |
| | | | |
| (Increase) decrease in prepaid expenses and other assets | | 83 | | | (1,904) | |
| (Decrease) increase in payable to affiliates | | (759) | | | 603 | |
| | | | |
| (Decrease) increase in incentive fees payable | | 46 | | | 11 | |
| (Decrease) increase in interest payable | | 58 | | | 304 | |
| (Decrease) increase in accrued expenses and other liabilities | | 228 | | | (53) | |
| Net cash provided by (used in) operating activities | | (158,155) | | | (36,024) | |
| | | | |
| Cash flows from financing activities: | | | | |
| Borrowings on debt | | $ | 110,000 | | | $ | 20,000 | |
| Repayments on debt | | (46,600) | | | (2,000) | |
| Deferred financing costs paid | | (1,558) | | | (925) | |
| | | | |
| Dividend paid in cash | | (3,912) | | | (176) | |
| Proceeds from issuance of Units | | 83,271 | | | 27,620 | |
| Subscriptions received in advance | | 14,582 | | | 6,479 | |
| Repurchases of Units | | (1,142) | | | — | |
| Offering costs paid | | — | | | (47) | |
| Net cash provided by (used in) financing activities | | 154,641 | | | 50,951 | |
| Net increase (decrease) in cash | | (3,514) | | | 14,927 | |
| | | | |
| Cash at beginning of period | | 21,310 | | | — | |
| Cash at end of period | | $ | 17,796 | | | $ | 14,927 | |
| | | | |
| | | | | | | | | | | | | | |
| Supplemental information and non-cash activities: | | | | |
| Excise tax paid | | $ | 7 | | | $ | — | |
| Interest expense paid | | $ | 1,322 | | | $ | — | |
| Distribution reinvestment | | $ | 2,741 | | | $ | 19 | |
| Distributions Payable | | $ | 1,169 | | | $ | 219 | |
| | | | |
| | | | |
| | | | |
| Accrued but unpaid repurchases of Common units | | $ | 5,824 | | | $ | — | |
The accompanying notes are an integral part of these unaudited consolidated financial statements
North Haven Private Income Fund A LLC
Consolidated Schedule of Investments (Unaudited)
September 30, 2024
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1)(2) | | Footnotes | | Investment | | Reference Rate and Spread | | Interest Rate(3) | | Maturity Date | | Par Amount/ Shares(4) | | Cost(5) | | Fair Value | | Percentage of Net Assets | | |
| Debt Investments | | | | | | | | | | | | | | | | | | | | | | |
| Aerospace & Defense | | | | | | | | | | | | | | | | | | | | | | |
| Dynasty Acquisition Co., Inc. | | | | First Lien Debt | | S + | | 3.50% | | 8.35% | | 8/24/2028 | | 497 | | | $ | 500 | | | $ | 498 | | | 0.35 | | % | |
| KKR Apple Bidco, LLC | | (9) | | First Lien Debt | | S + | | 2.75% | | 7.71% | | 9/22/2028 | | 497 | | | 498 | | | 496 | | | 0.35 | | | |
| Mantech International CP | | (6) (8) | | First Lien Debt | | S + | | 5.00% | | 10.25% | | 9/14/2029 | | 1,916 | | | 1,916 | | | 1,916 | | | 1.35 | | | |
| Mantech International CP | | (6) (8) (13) | | First Lien Debt | | S + | | 5.00% | | 10.25% | | 9/14/2029 | | — | | | — | | | — | | | — | | | |
| Mantech International CP | | (6) (8) (13) | | First Lien Debt | | S + | | 5.00% | | 10.25% | | 9/14/2028 | | — | | | — | | | — | | | — | | | |
| | | | | | | | | | | | | | | | 2,914 | | | 2,910 | | | 2.05 | | | |
| Automobile Components | | | | | | | | | | | | | | | | | | | | | | |
| Sonny's Enterprises, LLC | | (6) (7) | | First Lien Debt | | S + | | 5.25% | | 10.53% | | 8/5/2028 | | 757 | | | 742 | | | 752 | | | 0.53 | | | |
| Sonny's Enterprises, LLC | | (6) (7) | | First Lien Debt | | S + | | 5.25% | | 10.53% | | 8/5/2028 | | 166 | | | 163 | | | 165 | | | 0.12 | | | |
| Sonny's Enterprises, LLC | | (6) (7) (13) | | First Lien Debt | | S + | | 5.25% | | 10.53% | | 8/5/2027 | | — | | | (2) | | | (1) | | | — | | | |
| | | | | | | | | | | | | | | | 903 | | | 916 | | | 0.64 | | | |
| Automobiles | | | | | | | | | | | | | | | | | | | | | | |
| COP Collisionright Parent, LLC | | (6) (7) | | First Lien Debt | | S + | | 5.50% | | 10.75% | | 1/29/2030 | | 778 | | | 764 | | | 767 | | | 0.54 | | | |
| COP Collisionright Parent, LLC | | (6) (7) (13) | | First Lien Debt | | S + | | 5.50% | | 10.75% | | 1/29/2030 | | 142 | | | 137 | | | 135 | | | 0.10 | | | |
| COP Collisionright Parent, LLC | | (6) (7) (13) | | First Lien Debt | | S + | | 5.50% | | 10.75% | | 1/29/2030 | | 19 | | | 17 | | | 17 | | | 0.01 | | | |
| Drivecentric Holdings, LLC | | (6) (8) | | First Lien Debt | | S + | | 4.75% | | 9.87% | | 8/15/2031 | | 4,412 | | | 4,368 | | | 4,368 | | | 3.07 | | | |
| Drivecentric Holdings, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 4.75% | | 9.87% | | 8/15/2031 | | — | | | (6) | | | (6) | | | — | | | |
| Turbo Buyer, Inc. | | (6) (7) | | First Lien Debt | | S + | | 6.00% | | 10.75% | | 12/2/2025 | | 753 | | | 746 | | | 720 | | | 0.51 | | | |
| Turbo Buyer, Inc. | | (6) (7) | | First Lien Debt | | S + | | 6.00% | | 10.75% | | 12/2/2025 | | 1,059 | | | 1,050 | | | 1,013 | | | 0.71 | | | |
| Vehlo Purchaser, LLC | | (6) (8) | | First Lien Debt | | S + | | 5.25% | | 10.49% | | 5/24/2028 | | 350 | | | 347 | | | 347 | | | 0.24 | | | |
| Vehlo Purchaser, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 5.25% | | 10.49% | | 5/24/2028 | | 85 | | | 74 | | | 70 | | | 0.05 | | | |
| Vehlo Purchaser, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 5.25% | | 10.49% | | 5/24/2028 | | 2 | | | 2 | | | 2 | | | — | | | |
| | | | | | | | | | | | | | | | 7,499 | | | 7,433 | | | 5.23 | | | |
| Beverages | | | | | | | | | | | | | | | | | | | | | | |
| Triton Water Holdings, Inc. | | (9) | | First Lien Debt | | S + | | 3.25% | | 8.12% | | 3/31/2028 | | 995 | | | 994 | | | 993 | | | 0.70 | | | |
| Biotechnology | | | | | | | | | | | | | | | | | | | | | | |
| GraphPad Software, LLC | | (6) (8) | | First Lien Debt | | S + | | 4.75% | | 9.35% | | 6/30/2031 | | 7,423 | | | 7,387 | | | 7,423 | | | 5.22 | | | |
| GraphPad Software, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 4.75% | | 9.35% | | 6/30/2031 | | 11 | | | 10 | | | 11 | | | 0.01 | | | |
| GraphPad Software, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 4.75% | | 9.35% | | 6/30/2031 | | — | | | — | | | — | | | — | | | |
| | | | | | | | | | | | | | | | 7,397 | | | 7,434 | | | 5.23 | | | |
| Building Products | | | | | | | | | | | | | | | | | | | | | | |
| Project Potter Buyer, LLC | | (6) (7) | | First Lien Debt | | S + | | 6.00% | | 10.60% | | 4/23/2027 | | 6,783 | | | 6,783 | | | 6,783 | | | 4.77 | | | |
| Project Potter Buyer, LLC | | (6) (7) (13) | | First Lien Debt | | S + | | 6.00% | | 10.60% | | 4/23/2026 | | — | | | — | | | — | | | — | | | |
| | | | | | | | | | | | | | | | 6,783 | | | 6,783 | | | 4.77 | | | |
| | | | | | | | | | | | | | | | | | | | | | |
North Haven Private Income Fund A LLC
Consolidated Schedule of Investments (Unaudited)
September 30, 2024
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1)(2) | | Footnotes | | Investment | | Reference Rate and Spread | | Interest Rate(3) | | Maturity Date | | Par Amount/ Shares(4) | | Cost(5) | | Fair Value | | Percentage of Net Assets | | |
| Chemicals | | | | | | | | | | | | | | | | | | | | | | |
| Tank Holding Corp. | | (8) | | First Lien Debt | | S + | | 5.75% | | 10.52% | | 3/31/2028 | | 2,796 | | | $ | 2,722 | | | $ | 2,744 | | | 1.93 | | % | |
| Tank Holding Corp. | | (8) (13) | | First Lien Debt | | S + | | 5.75% | | 10.52% | | 3/31/2028 | | 159 | | | 155 | | | 155 | | | 0.11 | | | |
| | | | | | | | | | | | | | | | 2,877 | | | 2,899 | | | 2.04 | | | |
| Commercial Services & Supplies | | | | | | | | | | | | | | | | | | | | | | |
| Allied Universal Holdco, LLC | | (9) (10) | | First Lien Debt | | S + | | 3.75% | | 8.70% | | 5/12/2028 | | 995 | | | 997 | | | 985 | | | 0.69 | | | |
| Consor Intermediate II, LLC | | (6) (8) | | First Lien Debt | | S + | | 4.75% | | 9.35% | | 5/12/2031 | | 755 | | | 748 | | | 749 | | | 0.53 | | | |
| Consor Intermediate II, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 4.75% | | 9.35% | | 5/12/2031 | | — | | | (3) | | | (6) | | | — | | | |
| Consor Intermediate II, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 4.75% | | 9.35% | | 5/12/2031 | | — | | | (2) | | | (2) | | | — | | | |
| CRCI Longhorn Holdings, Inc. | | (6) (8) | | First Lien Debt | | S + | | 5.00% | | 9.85% | | 8/27/2031 | | 2,824 | | | 2,796 | | | 2,796 | | | 1.97 | | | |
| CRCI Longhorn Holdings, Inc. | | (6) (8) (13) | | First Lien Debt | | S + | | 5.00% | | 9.85% | | 8/27/2031 | | — | | | (4) | | | (4) | | | — | | | |
| CRCI Longhorn Holdings, Inc. | | (6) (8) (13) | | First Lien Debt | | S + | | 5.00% | | 9.85% | | 8/27/2031 | | 235 | | | 231 | | | 231 | | | 0.16 | | | |
| Helios Service Partners, LLC | | (6) (7) | | First Lien Debt | | S + | | 6.25% | | 10.87% | | 3/19/2027 | | 242 | | | 238 | | | 242 | | | 0.17 | | | |
| Helios Service Partners, LLC | | (6) (7) (13) | | First Lien Debt | | S + | | 6.25% | | 10.87% | | 3/19/2027 | | 372 | | | 360 | | | 367 | | | 0.26 | | | |
| Helios Service Partners, LLC | | (6) (7) (13) | | First Lien Debt | | S + | | 6.25% | | 10.87% | | 3/19/2027 | | 9 | | | 8 | | | 9 | | | 0.01 | | | |
| Hercules Borrower, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 5.25% | | 9.95% | | 12/15/2026 | | 244 | | | 232 | | | 230 | | | 0.16 | | | |
| HSI Halo Acquisition, Inc. | | (6) (8) | | First Lien Debt | | S + | | 5.00% | | 9.85% | | 6/30/2031 | | 7,450 | | | 7,377 | | | 7,450 | | | 5.24 | | | |
| HSI Halo Acquisition, Inc. | | (6) (8) (13) | | First Lien Debt | | S + | | 5.00% | | 9.85% | | 6/30/2031 | | 16 | | | 15 | | | 16 | | | 0.01 | | | |
| HSI Halo Acquisition, Inc. | | (6) (8) (13) | | First Lien Debt | | S + | | 5.00% | | 9.85% | | 6/28/2030 | | — | | | (1) | | | — | | | — | | | |
| Iris Buyer, LLC | | (6) (7) | | First Lien Debt | | S + | | 6.25% | | 11.50% | | 10/2/2030 | | 1,385 | | | 1,351 | | | 1,375 | | | 0.97 | | | |
| Iris Buyer, LLC | | (6) (7) (13) | | First Lien Debt | | S + | | 6.25% | | 11.50% | | 10/2/2030 | | 131 | | | 127 | | | 129 | | | 0.09 | | | |
| Iris Buyer, LLC | | (6) (7) (13) | | First Lien Debt | | S + | | 6.25% | | 11.50% | | 10/2/2029 | | — | | | (4) | | | (2) | | | — | | | |
| Pye-Barker Fire & Safety, LLC | | (6) (8) | | First Lien Debt | | S + | | 4.50% | | 9.10% | | 5/26/2031 | | 1,755 | | | 1,755 | | | 1,755 | | | 1.24 | | | |
| Pye-Barker Fire & Safety, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 4.50% | | 9.10% | | 5/26/2031 | | 42 | | | 39 | | | 42 | | | 0.03 | | | |
| Pye-Barker Fire & Safety, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 4.50% | | 9.10% | | 5/24/2030 | | 30 | | | 28 | | | 30 | | | 0.02 | | | |
| Routeware, Inc. | | (6) (7) | | First Lien Debt | | S + | | 5.25% | | 10.11% | | 9/18/2031 | | 3,182 | | | 3,150 | | | 3,150 | | | 2.22 | | | |
| Routeware, Inc. | | (6) (7) (13) | | First Lien Debt | | S + | | 5.25% | | 10.11% | | 9/18/2031 | | — | | | (7) | | | (7) | | | — | | | |
| Routeware, Inc. | | (6) (7) (13) | | First Lien Debt | | S + | | 5.25% | | 10.11% | | 9/18/2031 | | — | | | (3) | | | (3) | | | — | | | |
| Transit Technologies, LLC | | (6) (8) | | First Lien Debt | | S + | | 4.75% | | 9.71% | | 8/20/2031 | | 2,545 | | | 2,520 | | | 2,520 | | | 1.77 | | | |
| Transit Technologies, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 4.75% | | 9.71% | | 8/20/2031 | | — | | | (5) | | | (5) | | | — | | | |
| Transit Technologies, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 4.75% | | 9.71% | | 8/20/2030 | | — | | | (5) | | | (5) | | | — | | | |
| Vensure Employer Services, Inc. | | (6) (9) | | First Lien Debt | | S + | | 5.00% | | 9.64% | | 9/29/2031 | | 1,947 | | | 1,928 | | | 1,928 | | | 1.36 | | | |
| Vensure Employer Services, Inc. | | (6) (8) (13) | | First Lien Debt | | S + | | 5.00% | | 9.64% | | 9/29/2031 | | — | | | (3) | | | (3) | | | — | | | |
| VRC Companies, LLC | | (6) (7) | | First Lien Debt | | S + | | 5.75% | | 10.88% | | 6/29/2027 | | 2,904 | | | 2,893 | | | 2,904 | | | 2.04 | | | |
| VRC Companies, LLC | | (6) (7) (13) | | First Lien Debt | | S + | | 5.75% | | 10.88% | | 6/29/2027 | | 204 | | | 201 | | | 204 | | | 0.14 | | | |
| VRC Companies, LLC | | (6) (7) (13) | | First Lien Debt | | S + | | 5.75% | | 10.88% | | 6/29/2027 | | — | | | — | | | — | | | — | | | |
| | | | | | | | | | | | | | | | 26,957 | | | 27,075 | | | 19.06 | | | |
North Haven Private Income Fund A LLC
Consolidated Schedule of Investments (Unaudited)
September 30, 2024
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1)(2) | | Footnotes | | Investment | | Reference Rate and Spread | | Interest Rate(3) | | Maturity Date | | Par Amount/ Shares(4) | | Cost(5) | | Fair Value | | Percentage of Net Assets | | |
| Construction & Engineering | | | | | | | | | | | | | | | | | | | | | | |
| Arcoro Holdings Corp. | | (6) (7) | | First Lien Debt | | S + | | 5.50% | | 10.10% | | 3/28/2030 | | 1,735 | | | $ | 1,702 | | | $ | 1,717 | | | 1.21 | | % | |
| Arcoro Holdings Corp. | | (6) (7) (13) | | First Lien Debt | | S + | | 5.50% | | 10.10% | | 3/28/2030 | | — | | | (5) | | | (3) | | | — | | | |
| Superman Holdings, LLC | | (6) (8) | | First Lien Debt | | S + | | 4.50% | | 9.56% | | 8/29/2031 | | 2,673 | | | 2,660 | | | 2,660 | | | 1.87 | | | |
| Superman Holdings, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 4.50% | | 9.56% | | 8/29/2031 | | — | | | (2) | | | (2) | | | — | | | |
| Superman Holdings, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 4.50% | | 9.56% | | 8/29/2031 | | — | | | (2) | | | (2) | | | — | | | |
| | | | | | | | | | | | | | | | 4,353 | | | 4,370 | | | 3.08 | | | |
| Consumer Staples Distribution & Retail | | | | | | | | | | | | | | | | | | | | | | |
| PDI TA Holdings, Inc. | | (6) (8) | | First Lien Debt | | S + | | 5.25% | | 10.46% | | 2/3/2031 | | 2,245 | | | 2,225 | | | 2,245 | | | 1.58 | | | |
| PDI TA Holdings, Inc. | | (6) (8) (13) | | First Lien Debt | | S + | | 5.25% | | 10.46% | | 2/3/2031 | | — | | | (3) | | | — | | | — | | | |
| PDI TA Holdings, Inc. | | (6) (8) (13) | | First Lien Debt | | S + | | 5.25% | | 10.46% | | 2/3/2031 | | — | | | (2) | | | — | | | — | | | |
| | | | | | | | | | | | | | | | 2,220 | | | 2,245 | | | 1.58 | | | |
| Containers & Packaging | | | | | | | | | | | | | | | | | | | | | | |
| BP Purchaser, LLC | | (6) (8) | | First Lien Debt | | S + | | 5.50% | | 10.69% | | 12/11/2028 | | 1,876 | | | 1,853 | | | 1,740 | | | 1.22 | | | |
| Proampac PG Borrower, LLC | | (8) | | First Lien Debt | | S + | | 4.00% | | 9.23% | | 9/15/2028 | | 498 | | | 500 | | | 498 | | | 0.35 | | | |
| | | | | | | | | | | | | | | | 2,353 | | | 2,238 | | | 1.58 | | | |
| Distributors | | | | | | | | | | | | | | | | | | | | | | |
| Avalara, Inc. | | (6) (8) | | First Lien Debt | | S + | | 6.25% | | 10.85% | | 10/19/2028 | | 1,091 | | | 1,085 | | | 1,091 | | | 0.77 | | | |
| Avalara, Inc. | | (6) (8) (13) | | First Lien Debt | | S + | | 6.25% | | 10.85% | | 10/19/2028 | | — | | | (1) | | | — | | | — | | | |
| Bradyifs Holdings, LLC | | (6) (7) | | First Lien Debt | | S + | | 6.00% | | 11.25% | | 10/31/2029 | | 1,662 | | | 1,632 | | | 1,662 | | | 1.17 | | | |
| Bradyifs Holdings, LLC | | (6) (7) (13) | | First Lien Debt | | S + | | 6.00% | | 11.25% | | 10/31/2029 | | 131 | | | 128 | | | 131 | | | 0.09 | | | |
| | | | | | | | | | | | | | | | 2,844 | | | 2,884 | | | 2.03 | | | |
| Diversified Consumer Services | | | | | | | | | | | | | | | | | | | | | | |
| Any Hour, LLC | | (6) | | First Lien Debt | | S + | | 5.00% | | 9.60% | | 5/23/2030 | | 2,366 | | | 2,332 | | | 2,329 | | | 1.64 | | | |
| Any Hour, LLC | | (6) (13) | | First Lien Debt | | S + | | 5.00% | | 9.60% | | 5/23/2030 | | 67 | | | 62 | | | 56 | | | 0.04 | | | |
| Any Hour, LLC | | (6) (13) | | First Lien Debt | | S + | | 5.00% | | 9.60% | | 5/23/2030 | | 111 | | | 106 | | | 105 | | | 0.07 | | | |
| Any Hour, LLC | | (6) | | Other Debt | | | | 13.00% PIK | | 13.00% | | 5/23/2031 | | 617 | | | 605 | | | 607 | | | 0.43 | | | |
| Asurion, LLC | | | | First Lien Debt | | S + | | 4.25% | | 9.10% | | 9/19/2030 | | 997 | | | 992 | | | 979 | | | 0.69 | | | |
| Eclipse Buyer, Inc. | | (6) (9) | | First Lien Debt | | S + | | 4.75% | | 9.74% | | 9/8/2031 | | 943 | | | 934 | | | 934 | | | 0.66 | | | |
| Eclipse Buyer, Inc. | | (6) (9) (13) | | First Lien Debt | | S + | | 4.75% | | 9.74% | | 9/8/2031 | | — | | | (1) | | | (1) | | | — | | | |
| Eclipse Buyer, Inc. | | (6) (9) (13) | | First Lien Debt | | S + | | 4.75% | | 9.74% | | 9/6/2031 | | — | | | (1) | | | (1) | | | — | | | |
| Essential Services Holding Corporation | | (6) (8) | | First Lien Debt | | S + | | 5.00% | | 10.29% | | 6/17/2031 | | 9,850 | | | 9,754 | | | 9,797 | | | 6.90 | | | |
| Essential Services Holding Corporation | | (6) (8) (13) | | First Lien Debt | | S + | | 5.00% | | 10.29% | | 6/17/2031 | | — | | | — | | | (1) | | | — | | | |
| Essential Services Holding Corporation | | (6) (8) (13) | | First Lien Debt | | S + | | 5.00% | | 10.29% | | 6/17/2030 | | — | | | (1) | | | — | | | — | | | |
| EVDR Purchaser, Inc. | | (6) (8) | | First Lien Debt | | S + | | 5.25% | | 10.10% | | 2/14/2031 | | 2,049 | | | 2,010 | | | 2,049 | | | 1.44 | | | |
| EVDR Purchaser, Inc. | | (6) (8) (13) | | First Lien Debt | | S + | | 5.25% | | 10.10% | | 2/14/2031 | | — | | | (5) | | | — | | | — | | | |
| EVDR Purchaser, Inc. | | (6) (8) (13) | | First Lien Debt | | S + | | 5.25% | | 10.10% | | 2/14/2031 | | — | | | (6) | | | — | | | — | | | |
North Haven Private Income Fund A LLC
Consolidated Schedule of Investments (Unaudited)
September 30, 2024
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1)(2) | | Footnotes | | Investment | | Reference Rate and Spread | | Interest Rate(3) | | Maturity Date | | Par Amount/ Shares(4) | | Cost(5) | | Fair Value | | Percentage of Net Assets | | |
| Vertex Service Partners, LLC | | (6) (8) | | First Lien Debt | | S + | | 5.50% | | 10.49% | | 11/8/2030 | | 312 | | | $ | 305 | | | $ | 309 | | | 0.22 | | % | |
| Vertex Service Partners, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 5.50% | | 10.49% | | 11/8/2030 | | 597 | | | 584 | | | 590 | | | 0.42 | | | |
| Vertex Service Partners, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 5.50% | | 10.49% | | 11/8/2030 | | 12 | | | 10 | | | 11 | | | 0.01 | | | |
| | | | | | | | | | | | | | | | 17,680 | | | 17,763 | | | 12.50 | | | |
| Electronic Equipment, Instruments & Components | | | | | | | | | | | | | | | | | | | | | | |
| Infinite Bidco, LLC | | (6) (9) | | First Lien Debt | | S + | | 6.25% | | 11.64% | | 3/2/2028 | | 2,962 | | | 2,904 | | | 2,962 | | | 2.08 | | | |
| Magneto Components Buyco, LLC | | (6) (8) | | First Lien Debt | | S + | | 6.50% (incl. 2.65% PIK) | | 10.60% | | 12/5/2030 | | 2,556 | | | 2,497 | | | 2,542 | | | 1.79 | | | |
| Magneto Components Buyco, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 6.50% (incl. 2.65% PIK) | | 10.60% | | 12/5/2030 | | — | | | (6) | | | (3) | | | — | | | |
| Magneto Components Buyco, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 6.50% (incl. 2.65% PIK) | | 10.60% | | 12/5/2029 | | — | | | (9) | | | (2) | | | — | | | |
| | | | | | | | | | | | | | | | 5,386 | | | 5,499 | | | 3.87 | | | |
| Financial Services | | | | | | | | | | | | | | | | | | | | | | |
| MAI Capital Management Intermediate, LLC | | (6) (8) | | First Lien Debt | | S + | | 4.75% | | 9.35% | | 8/29/2031 | | 1,544 | | | 1,529 | | | 1,529 | | | 1.08 | | | |
| MAI Capital Management Intermediate, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 4.75% | | 9.35% | | 8/29/2031 | | — | | | (4) | | | (4) | | | — | | | |
| MAI Capital Management Intermediate, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 4.75% | | 9.35% | | 8/29/2031 | | — | | | (3) | | | (3) | | | — | | | |
| RFS Opco, LLC | | (6) (9) | | First Lien Debt | | S + | | 5.00% | | 9.60% | | 4/4/2031 | | 1,500 | | | 1,486 | | | 1,486 | | | 1.05 | | | |
| RFS Opco, LLC | | (6) (9) (13) | | First Lien Debt | | S + | | 4.00% | | 8.60% | | 4/4/2029 | | — | | | (14) | | | (14) | | | (0.01) | | | |
| Trintech, Inc. | | (6) (7) | | First Lien Debt | | S + | | 5.50% | | 10.35% | | 7/25/2029 | | 1,843 | | | 1,796 | | | 1,807 | | | 1.27 | | | |
| Trintech, Inc. | | (6) (7) (13) | | First Lien Debt | | S + | | 5.50% | | 10.35% | | 7/25/2029 | | 41 | | | 37 | | | 38 | | | 0.03 | | | |
| | | | | | | | | | | | | | | | 4,827 | | | 4,839 | | | 3.41 | | | |
| Ground Transportation | | | | | | | | | | | | | | | | | | | | | | |
| SV Newco 2, Inc. | | (6) (8) (11) | | First Lien Debt | | S + | | 4.75% | | 9.81% | | 6/2/2031 | | 1,500 | | | 1,478 | | | 1,480 | | | 1.04 | | | |
| SV Newco 2, Inc. | | (6) (8) (11) (13) | | First Lien Debt | | S + | | 4.75% | | 9.81% | | 6/2/2031 | | — | | | (6) | | | (13) | | | (0.01) | | | |
| SV Newco 2, Inc. | | (6) (8) (11) (13) | | First Lien Debt | | S + | | 4.75% | | 9.81% | | 6/2/2031 | | — | | | (8) | | | (7) | | | — | | | |
| | | | | | | | | | | | | | | | 1,464 | | | 1,460 | | | 1.03 | | | |
| Health Care Equipment & Supplies | | | | | | | | | | | | | | | | | | | | | | |
| Journey Personal Care Corp. | | (8) (10) | | First Lien Debt | | S + | | 4.25% | | 9.21% | | 3/1/2028 | | 497 | | | 497 | | | 496 | | | 0.35 | | | |
| Medline Borrower, LP | | (9) | | First Lien Debt | | S + | | 2.75% | | 7.60% | | 10/23/2028 | | 996 | | | 1,002 | | | 996 | | | 0.70 | | | |
| Tidi Legacy Products, Inc. | | (6) (7) | | First Lien Debt | | S + | | 5.50% | | 10.36% | | 12/19/2029 | | 1,366 | | | 1,342 | | | 1,358 | | | 0.96 | | | |
| Tidi Legacy Products, Inc. | | (6) (7) (13) | | First Lien Debt | | S + | | 5.50% | | 10.36% | | 12/19/2029 | | — | | | (3) | | | (2) | | | — | | | |
| Tidi Legacy Products, Inc. | | (6) (7) (13) | | First Lien Debt | | S + | | 5.50% | | 10.36% | | 12/19/2029 | | — | | | (4) | | | (2) | | | — | | | |
| YI, LLC | | (6) (7) | | First Lien Debt | | S + | | 5.75% | | 10.87% | | 12/3/2029 | | 1,698 | | | 1,668 | | | 1,693 | | | 1.19 | | | |
| YI, LLC | | (6) (7) (13) | | First Lien Debt | | S + | | 5.75% | | 10.87% | | 12/3/2029 | | — | | | (3) | | | (1) | | | — | | | |
| YI, LLC | | (6) (7) (13) | | First Lien Debt | | S + | | 5.75% | | 10.87% | | 12/3/2029 | | — | | | (5) | | | (1) | | | — | | | |
| | | | | | | | | | | | | | | | 4,494 | | | 4,537 | | | 3.19 | | | |
| | | | | | | | | | | | | | | | | | | | | | |
North Haven Private Income Fund A LLC
Consolidated Schedule of Investments (Unaudited)
September 30, 2024
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1)(2) | | Footnotes | | Investment | | Reference Rate and Spread | | Interest Rate(3) | | Maturity Date | | Par Amount/ Shares(4) | | Cost(5) | | Fair Value | | Percentage of Net Assets | | |
| Health Care Providers & Services | | | | | | | | | | | | | | | | | | | | | | |
| DCA Investment Holdings, LLC | | (6) (8) | | First Lien Debt | | S + | | 6.50% | | 11.01% | | 4/3/2028 | | 2,050 | | | $ | 2,022 | | | $ | 2,026 | | | 1.43 | | % | |
| Gateway US Holdings, Inc. | | (6) (8) (11) | | First Lien Debt | | S + | | 5.50% | | 10.25% | | 9/22/2026 | | 1,404 | | | 1,385 | | | 1,404 | | | 0.99 | | | |
| Gateway US Holdings, Inc. | | (6) (8) (11) | | First Lien Debt | | S + | | 5.50% | | 10.25% | | 9/22/2026 | | 423 | | | 418 | | | 423 | | | 0.30 | | | |
| Gateway US Holdings, Inc. | | (6) (8) (11) (13) | | First Lien Debt | | S + | | 5.50% | | 10.25% | | 9/22/2026 | | — | | | (1) | | | — | | | — | | | |
| iCIMS, Inc. | | (6) (8) | | First Lien Debt | | S + | | 7.25% (incl. 3.38% PIK) | | 12.17% | | 8/18/2028 | | 948 | | | 942 | | | 948 | | | 0.67 | | | |
| iCIMS, Inc. | | (6) (8) (13) | | First Lien Debt | | S + | | 7.25% (incl.3.38% PIK) | | 12.17% | | 8/18/2028 | | — | | | (1) | | | — | | | — | | | |
| iCIMS, Inc. | | (6) (8) (13) | | First Lien Debt | | S + | | 7.25% (incl. 3.38% PIK) | | 12.17% | | 8/18/2028 | | 25 | | | 25 | | | 25 | | | 0.02 | | | |
| Imagine 360, LLC | | (6) | | First Lien Debt | | S + | | 5.00% | | 9.81% | | 10/2/2028 | | 3,250 | | | 3,218 | | | 3,218 | | | 2.27 | | | |
| Imagine 360, LLC | | (6) (13) | | First Lien Debt | | S + | | 5.00% | | 9.81% | | 10/2/2028 | | — | | | (2) | | | (2) | | | — | | | |
| Imagine 360, LLC | | (6) (13) | | First Lien Debt | | S + | | 5.00% | | 9.81% | | 10/2/2028 | | — | | | (3) | | | (3) | | | — | | | |
| Invictus Buyer, LLC | | (6) (8) | | First Lien Debt | | S + | | 5.00% | | 9.60% | | 6/3/2031 | | 1,620 | | | 1,604 | | | 1,611 | | | 1.13 | | | |
| Invictus Buyer, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 5.00% | | 9.60% | | 6/3/2031 | | — | | | (3) | | | (4) | | | — | | | |
| Invictus Buyer, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 5.00% | | 9.60% | | 6/3/2031 | | — | | | (2) | | | (1) | | | — | | | |
| PPV Intermediate Holdings, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 5.75% | | 10.81% | | 8/31/2029 | | 418 | | | 415 | | | 418 | | | 0.29 | | | |
| | | | | | | | | | | | | | | | 10,017 | | | 10,063 | | | 7.08 | | | |
| Health Care Technology | | | | | | | | | | | | | | | | | | | | | | |
| Athenahealth, Inc. | | (9) | | First Lien Debt | | S + | | 3.25% | | 8.10% | | 2/15/2029 | | 995 | | | 994 | | | 988 | | | 0.70 | | | |
| Cotiviti Corporation | | (10) | | First Lien Debt | | S + | | 3.25% | | 8.45% | | 5/1/2031 | | 995 | | | 1,000 | | | 994 | | | 0.70 | | | |
| Hyland Software, Inc. | | (6) (8) | | First Lien Debt | | S + | | 6.00% | | 10.85% | | 9/19/2030 | | 2,838 | | | 2,804 | | | 2,838 | | | 2.00 | | | |
| Hyland Software, Inc. | | (6) (8) (13) | | First Lien Debt | | S + | | 6.00% | | 10.85% | | 9/19/2029 | | — | | | (1) | | | — | | | — | | | |
| | | | | | | | | | | | | | | | 4,797 | | | 4,820 | | | 3.39 | | | |
| Household Products | | | | | | | | | | | | | | | | | | | | | | |
| Kronos Acquisition Holdings, Inc. | | (10) | | First Lien Debt | | S + | | 4.00% | | 9.31% | | 7/8/2031 | | 1,000 | | | 1,006 | | | 935 | | | 0.66 | | | |
| Industrial Conglomerates | | | | | | | | | | | | | | | | | | | | | | |
| Aptean, Inc. | | (6) (8) | | First Lien Debt | | S + | | 5.25% | | 10.10% | | 1/30/2031 | | 1,442 | | | 1,429 | | | 1,433 | | | 1.01 | | | |
| Aptean, Inc. | | (6) (8) (13) | | First Lien Debt | | S + | | 5.25% | | 10.10% | | 1/30/2031 | | 4 | | | 2 | | | 2 | | | — | | | |
| Aptean, Inc. | | (6) (8) (13) | | First Lien Debt | | S + | | 5.25% | | 10.10% | | 1/30/2031 | | — | | | (1) | | | (1) | | | — | | | |
| | | | | | | | | | | | | | | | 1,430 | | | 1,434 | | | 1.01 | | | |
| Insurance Services | | | | | | | | | | | | | | | | | | | | | | |
| Alliant Holdings Intermediate, LLC | | (9) | | First Lien Debt | | S + | | 3.00% | | 7.97% | | 9/19/2031 | | 997 | | | 1,003 | | | 992 | | | 0.70 | | | |
| Amerilife Holdings, LLC | | (6) (8) | | First Lien Debt | | S + | | 5.00% | | 9.70% | | 8/31/2029 | | 2,389 | | | 2,389 | | | 2,389 | | | 1.68 | | | |
| Foundation Risk Partners Corp. | | (6) (8) (13) | | First Lien Debt | | S + | | 5.25% | | 9.92% | | 10/29/2029 | | — | | | (2) | | | (1) | | | — | | | |
| Galway Borrower, LLC | | (6) (8) | | First Lien Debt | | S + | | 4.50% | | 9.10% | | 9/29/2028 | | 370 | | | 364 | | | 364 | | | 0.26 | | | |
| Galway Borrower, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 4.50% | | 9.10% | | 9/29/2028 | | 555 | | | 550 | | | 544 | | | 0.38 | | | |
North Haven Private Income Fund A LLC
Consolidated Schedule of Investments (Unaudited)
September 30, 2024
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1)(2) | | Footnotes | | Investment | | Reference Rate and Spread | | Interest Rate(3) | | Maturity Date | | Par Amount/ Shares(4) | | Cost(5) | | Fair Value | | Percentage of Net Assets | | |
| Higginbotham Insurance Agency, Inc. | | (6) (7) | | First Lien Debt | | S + | | 4.50% | | 9.35% | | 11/24/2028 | | 4,783 | | | $ | 4,772 | | | $ | 4,772 | | | 3.36 | | % | |
| Higginbotham Insurance Agency, Inc. | | (6) (7) (13) | | First Lien Debt | | S + | | 4.50% | | 9.35% | | 11/24/2028 | | 165 | | | 160 | | | 160 | | | 0.11 | | | |
| High Street Buyer, Inc. | | (6) (8) (13) | | First Lien Debt | | S + | | 5.25% | | 9.85% | | 4/14/2028 | | — | | | (8) | | | (6) | | | — | | | |
| HUB International Limited | | (8) (10) | | First Lien Debt | | S + | | 3.25% | | 8.23% | | 6/20/2030 | | 499 | | | 503 | | | 498 | | | 0.35 | | | |
| Inszone Mid, LLC | | (6) (7) | | First Lien Debt | | S + | | 5.75% | | 10.00% | | 11/12/2029 | | 932 | | | 916 | | | 924 | | | 0.65 | | | |
| Inszone Mid, LLC | | (6) (7) (13) | | First Lien Debt | | S + | | 5.75% | | 10.00% | | 11/12/2029 | | 569 | | | 555 | | | 560 | | | 0.39 | | | |
| Inszone Mid, LLC | | (6) (7) (13) | | First Lien Debt | | S + | | 5.75% | | 10.00% | | 11/12/2029 | | — | | | (2) | | | (1) | | | — | | | |
| Integrity Marketing Acquisition, LLC | | (6) (8) | | First Lien Debt | | S + | | 5.00% | | 10.08% | | 8/25/2028 | | 4,952 | | | 4,952 | | | 4,952 | | | 3.49 | | | |
| Integrity Marketing Acquisition, LLC | | (6) (8) | | First Lien Debt | | S + | | 5.00% | | 10.08% | | 8/27/2026 | | — | | | — | | | — | | | — | | | |
| Integrity Marketing Acquisition, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 5.00% | | 10.08% | | 8/25/2028 | | — | | | — | | | — | | | — | | | |
| Peter C. Foy & Associates Insurance Services, LLC | | (6) (8) | | First Lien Debt | | S + | | 5.50% | | 10.35% | | 11/1/2028 | | 594 | | | 584 | | | 594 | | | 0.42 | | | |
| Peter C. Foy & Associates Insurance Services, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 5.50% | | 10.35% | | 11/1/2028 | | 557 | | | 550 | | | 550 | | | 0.39 | | | |
| RSC Acquisition, Inc. | | (6) (7) | | First Lien Debt | | S + | | 4.75% | | 9.71% | | 11/1/2029 | | 172 | | | 171 | | | 172 | | | 0.12 | | | |
| RSC Acquisition, Inc. | | (6) (8) (13) | | First Lien Debt | | S + | | 4.75% | | 9.71% | | 11/1/2029 | | 412 | | | 410 | | | 411 | | | 0.29 | | | |
| USI, Inc. | | | | First Lien Debt | | S + | | 2.75% | | 7.35% | | 9/27/2030 | | 995 | | | 1,000 | | | 992 | | | 0.70 | | | |
| World Insurance Associates, LLC | | (6) (7) | | First Lien Debt | | S + | | 6.00% | | 10.60% | | 4/3/2028 | | 3,474 | | | 3,443 | | | 3,440 | | | 2.42 | | | |
| | | | | | | | | | | | | | | | 22,310 | | | 22,306 | | | 15.70 | | | |
| IT Services | | | | | | | | | | | | | | | | | | | | | | |
| GI DI Cornfield Acquisition, LLC | | (6) | | First Lien Debt | | S + | | 4.50% | | 9.36% | | 3/9/2028 | | 3,880 | | | 3,826 | | | 3,828 | | | 2.69 | | | |
| GI DI Cornfield Acquisition, LLC | | (6) (13) | | First Lien Debt | | S + | | 4.50% | | 9.36% | | 3/9/2028 | | — | | | (14) | | | (26) | | | (0.02) | | | |
| Ridge Trail US Bidco, Inc. | | (6) (7) (11) | | First Lien Debt | | S + | | 4.75% | | 9.35% | | 9/30/2031 | | 3,425 | | | 3,374 | | | 3,374 | | | 2.37 | | | |
| Ridge Trail US Bidco, Inc. | | (6) (7) (11) (13) | | First Lien Debt | | S + | | 4.75% | | 9.35% | | 9/30/2031 | | — | | | (9) | | | (9) | | | (0.01) | | | |
| Ridge Trail US Bidco, Inc. | | (6) (7) (11) (13) | | First Lien Debt | | S + | | 4.75% | | 9.35% | | 3/31/2031 | | 59 | | | 53 | | | 53 | | | 0.04 | | | |
| Sedgwick Claims Management Services, Inc. | | | | First Lien Debt | | S + | | 3.75% | | 8.25% | | 7/31/2031 | | 997 | | | 1,004 | | | 995 | | | 0.70 | | | |
| | | | | | | | | | | | | | | | 8,234 | | | 8,215 | | | 5.78 | | | |
| Leisure Products | | | | | | | | | | | | | | | | | | | | | | |
| Recess Holdings, Inc. | | (10) | | First Lien Debt | | S + | | 4.50% | | 9.75% | | 2/20/2030 | | 498 | | | 502 | | | 499 | | | 0.35 | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| Life Sciences Tools & Services | | | | | | | | | | | | | | | | | | | | | | |
| Model N, Inc. | | (6) (8) | | First Lien Debt | | S + | | 5.00% | | 9.64% | | 6/27/2031 | | 6,848 | | | 6,781 | | | 6,848 | | | 4.82 | | | |
| Model N, Inc. | | (6) (8) (13) | | First Lien Debt | | S + | | 5.00% | | 9.64% | | 6/27/2031 | | — | | | — | | | — | | | — | | | |
| Model N, Inc. | | (6) (8) (13) | | First Lien Debt | | S + | | 5.00% | | 9.64% | | 6/27/2031 | | — | | | (1) | | | — | | | — | | | |
| | | | | | | | | | | | | | | | 6,780 | | | 6,848 | | | 4.82 | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| Machinery | | | | | | | | | | | | | | | | | | | | | | |
| AI Aqua Merger Sub, Inc. | | (9) | | First Lien Debt | | S + | | 3.50% | | 8.70% | | 7/31/2028 | | 499 | | | 501 | | | 498 | | | 0.35 | | | |
| Chase Intermediate, LLC | | (6) (13) | | First Lien Debt | | S + | | 5.25% | | 9.90% | | 10/30/2028 | | 285 | | | 280 | | | 282 | | | 0.20 | | | |
North Haven Private Income Fund A LLC
Consolidated Schedule of Investments (Unaudited)
September 30, 2024
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1)(2) | | Footnotes | | Investment | | Reference Rate and Spread | | Interest Rate(3) | | Maturity Date | | Par Amount/ Shares(4) | | Cost(5) | | Fair Value | | Percentage of Net Assets | | |
| Chase Intermediate, LLC | | (6) (13) | | First Lien Debt | | S + | | 5.25% | | 9.90% | | 10/30/2028 | | — | | | $ | (1) | | | $ | — | | | — | | % | |
| CPM Holdings, Inc. | | (9) | | First Lien Debt | | S + | | 4.50% | | 9.70% | | 9/28/2028 | | 497 | | | 498 | | | 471 | | | 0.33 | | | |
| Engineered Machinery Holdings, Inc. | | (8) | | First Lien Debt | | S + | | 3.75% | | 8.62% | | 5/19/2028 | | 497 | | | 498 | | | 499 | | | 0.35 | | | |
| TK Elevator US Newco, Inc. | | (9) | | First Lien Debt | | S + | | 3.50% | | 8.59% | | 4/30/2030 | | 498 | | | 501 | | | 498 | | | 0.35 | | | |
| | | | | | | | | | | | | | | | 2,277 | | | 2,248 | | | 1.58 | | | |
| Multi-Utilities | | | | | | | | | | | | | | | | | | | | | | |
| AWP Group Holdings, Inc. | | (6) (7) | | First Lien Debt | | S + | | 4.75% | | 9.60% | | 12/23/2030 | | 1,872 | | | 1,846 | | | 1,870 | | | 1.32 | | | |
| AWP Group Holdings, Inc. | | (6) (7) (13) | | First Lien Debt | | S + | | 4.75% | | 9.60% | | 12/23/2030 | | — | | | (15) | | | (2) | | | — | | | |
| AWP Group Holdings, Inc. | | (6) (7) (13) | | First Lien Debt | | S + | | 4.75% | | 9.60% | | 12/23/2030 | | — | | | (4) | | | — | | | — | | | |
| | | | | | | | | | | | | | | | 1,827 | | | 1,868 | | | 1.31 | | | |
| Professional Services | | | | | | | | | | | | | | | | | | | | | | |
| Ascend Partner Services, LLC | | (6) | | First Lien Debt | | S + | | 4.50% | | 9.35% | | 8/11/2031 | | 1,960 | | | 1,940 | | | 1,940 | | | 1.37 | | | |
| Ascend Partner Services, LLC | | (6) (13) | | First Lien Debt | | S + | | 4.50% | | 9.35% | | 8/11/2031 | | — | | | (16) | | | (16) | | | (0.01) | | | |
| Ascend Partner Services, LLC | | (6) (13) | | First Lien Debt | | S + | | 4.50% | | 9.35% | | 8/11/2031 | | — | | | (7) | | | (7) | | | — | | | |
| Bullhorn, Inc. | | (6) (7) | | First Lien Debt | | S + | | 5.00% | | 9.85% | | 10/1/2029 | | 1,047 | | | 1,038 | | | 1,047 | | | 0.74 | | | |
| Bullhorn, Inc. | | (6) (7) | | First Lien Debt | | S + | | 5.00% | | 9.85% | | 10/1/2029 | | 389 | | | 387 | | | 389 | | | 0.27 | | | |
| Bullhorn, Inc. | | (6) (7) (13) | | First Lien Debt | | S + | | 5.00% | | 9.85% | | 10/1/2029 | | — | | | — | | | — | | | — | | | |
| Crisis Prevention Institute, Inc. | | (9) | | First Lien Debt | | S + | | 4.75% | | 9.35% | | 4/9/2031 | | 1,000 | | | 995 | | | 1,000 | | | 0.70 | | | |
| GPS Merger Sub, LLC | | (6) (7) | | First Lien Debt | | S + | | 6.00% | | 10.85% | | 10/2/2029 | | 1,287 | | | 1,264 | | | 1,277 | | | 0.90 | | | |
| GPS Merger Sub, LLC | | (6) (7) (13) | | First Lien Debt | | S + | | 6.00% | | 10.85% | | 10/2/2029 | | — | | | (3) | | | (2) | | | — | | | |
| GPS Merger Sub, LLC | | (6) (7) (13) | | First Lien Debt | | S + | | 6.00% | | 10.85% | | 10/2/2029 | | — | | | (4) | | | (2) | | | — | | | |
| KENG Acquisition, Inc. | | (6) (7) | | First Lien Debt | | S + | | 5.00% | | 9.85% | | 8/1/2029 | | 287 | | | 281 | | | 286 | | | 0.20 | | | |
| KENG Acquisition, Inc. | | (6) (7) (13) | | First Lien Debt | | S + | | 5.00% | | 9.85% | | 8/1/2029 | | 98 | | | 95 | | | 97 | | | 0.07 | | | |
| KENG Acquisition, Inc. | | (6) (7) (13) | | First Lien Debt | | S + | | 5.00% | | 9.85% | | 8/1/2029 | | — | | | (2) | | | — | | | — | | | |
| Verdantas, LLC | | (6) (8) | | First Lien Debt | | S + | | 5.25% | | 10.37% | | 5/6/2031 | | 2,742 | | | 2,702 | | | 2,705 | | | 1.90 | | | |
| Verdantas, LLC | | (6) (7) | | First Lien Debt | | S + | | 5.25% | | 10.37% | | 5/6/2031 | | 116 | | | 114 | | | 114 | | | 0.08 | | | |
| Verdantas, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 5.25% | | 10.37% | | 5/6/2030 | | — | | | (4) | | | (4) | | | — | | | |
| | | | | | | | | | | | | | | | 8,780 | | | 8,824 | | | 6.21 | | | |
| Real Estate Management & Development | | | | | | | | | | | | | | | | | | | | | | |
| Associations, Inc. | | (6) (7) | | First Lien Debt | | S + | | 6.50% | | 12.00% | | 7/3/2028 | | 874 | | | 873 | | | 872 | | | 0.61 | | | |
| Associations, Inc. | | (6) (7) (13) | | First Lien Debt | | S + | | 6.50% | | 12.00% | | 7/3/2028 | | — | | | — | | | — | | | — | | | |
| Associations, Inc. | | (6) (7) (13) | | First Lien Debt | | S + | | 6.50% | | 12.00% | | 7/3/2028 | | — | | | — | | | — | | | — | | | |
| MRI Software, LLC | | (6) (7) | | First Lien Debt | | S + | | 4.75% | | 9.35% | | 2/10/2027 | | 5,602 | | | 5,619 | | | 5,587 | | | 3.93 | | | |
| MRI Software, LLC | | (6) (7) (13) | | First Lien Debt | | S + | | 4.75% | | 9.35% | | 2/10/2027 | | 207 | | | 205 | | | 207 | | | 0.15 | | | |
| MRI Software, LLC | | (6) (7) (13) | | First Lien Debt | | S + | | 4.75% | | 9.35% | | 2/10/2027 | | — | | | — | | | (1) | | | — | | | |
| | | | | | | | | | | | | | | | 6,697 | | | 6,665 | | | 4.69 | | | |
| | | | | | | | | | | | | | | | | | | | | | |
North Haven Private Income Fund A LLC
Consolidated Schedule of Investments (Unaudited)
September 30, 2024
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1)(2) | | Footnotes | | Investment | | Reference Rate and Spread | | Interest Rate(3) | | Maturity Date | | Par Amount/ Shares(4) | | Cost(5) | | Fair Value | | Percentage of Net Assets | | |
| Software | | | | | | | | | | | | | | | | | | | | | | |
| Artifact Bidco, Inc. | | (6) (9) | | First Lien Debt | | S + | | 4.50% | | 9.10% | | 7/28/2031 | | 2,113 | | | $ | 2,093 | | | $ | 2,113 | | | 1.49 | | % | |
| Artifact Bidco, Inc. | | (6) (9) (13) | | First Lien Debt | | S + | | 4.50% | | 9.10% | | 7/28/2031 | | — | | | (3) | | | — | | | — | | | |
| Artifact Bidco, Inc. | | (6) (9) (13) | | First Lien Debt | | S + | | 4.50% | | 9.10% | | 7/26/2030 | | — | | | (4) | | | — | | | — | | | |
| AuditBoard, Inc. | | (6) | | First Lien Debt | | S + | | 4.75% | | 9.35% | | 7/12/2031 | | 3,600 | | | 3,565 | | | 3,565 | | | 2.51 | | | |
| AuditBoard, Inc. | | (6) (13) | | First Lien Debt | | S + | | 4.75% | | 9.35% | | 7/12/2031 | | — | | | (8) | | | (8) | | | (0.01) | | | |
| AuditBoard, Inc. | | (6) (13) | | First Lien Debt | | S + | | 4.75% | | 9.35% | | 7/12/2031 | | — | | | (7) | | | (7) | | | — | | | |
| Central Parent Inc. | | (9) | | First Lien Debt | | S + | | 3.25% | | 7.85% | | 7/6/2029 | | 500 | | | 503 | | | 494 | | | 0.35 | | | |
| Cloud Software Group, Inc. | | (9) | | First Lien Debt | | S + | | 4.00% | | 8.60% | | 3/30/2029 | | 499 | | | 499 | | | 496 | | | 0.35 | | | |
| Coupa Holdings, LLC | | (6) (8) | | First Lien Debt | | S + | | 5.50% | | 10.75% | | 2/27/2030 | | 1,637 | | | 1,609 | | | 1,622 | | | 1.14 | | | |
| Coupa Holdings, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 5.50% | | 10.75% | | 2/27/2030 | | — | | | (1) | | | (1) | | | — | | | |
| Coupa Holdings, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 5.50% | | 10.75% | | 2/27/2029 | | — | | | (2) | | | (1) | | | — | | | |
| Diligent Corporation | | (6) (8) | | First Lien Debt | | S + | | 5.00% | | 10.09% | | 8/2/2030 | | 5,628 | | | 5,588 | | | 5,608 | | | 3.95 | | | |
| Diligent Corporation | | (6) (8) (13) | | First Lien Debt | | S + | | 5.00% | | 10.09% | | 8/2/2030 | | — | | | (6) | | | (3) | | | — | | | |
| Diligent Corporation | | (6) (8) (13) | | First Lien Debt | | S + | | 5.00% | | 10.09% | | 8/2/2030 | | — | | | (4) | | | (2) | | | — | | | |
| E-Discovery AcquireCo, LLC | | (6) (7) | | First Lien Debt | | S + | | 6.50% | | 11.49% | | 8/29/2029 | | 1,458 | | | 1,439 | | | 1,449 | | | 1.02 | | | |
| E-Discovery AcquireCo, LLC | | (6) (7) (13) | | First Lien Debt | | S + | | 6.50% | | 11.49% | | 8/29/2029 | | — | | | (1) | | | — | | | — | | | |
| Epicor Software Corporation | | (8) | | First Lien Debt | | S + | | 3.25% | | 8.10% | | 5/30/2031 | | 447 | | | 450 | | | 448 | | | 0.32 | | | |
| Epicor Software Corporation | | (8) (13) | | First Lien Debt | | S + | | 3.25% | | 8.10% | | 5/30/2031 | | — | | | — | | | — | | | — | | | |
| Everbridge Holdings, LLC | | (6) (8) | | First Lien Debt | | S + | | 5.00% | | 10.33% | | 7/2/2031 | | 7,850 | | | 7,812 | | | 7,812 | | | 5.50 | | | |
| Everbridge Holdings, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 5.00% | | 10.33% | | 7/2/2031 | | 42 | | | 42 | | | 42 | | | 0.03 | | | |
| Everbridge Holdings, LLC | | (6) (8) (13) | | First Lien Debt | | S + | | 5.00% | | 10.33% | | 7/2/2031 | | — | | | — | | | — | | | — | | | |
| Formstack Acquisition Co | | (6) (7) | | First Lien Debt | | S + | | 5.50% | | 10.10% | | 3/28/2030 | | 1,871 | | | 1,845 | | | 1,855 | | | 1.31 | | | |
| Formstack Acquisition Co | | (6) (7) (13) | | First Lien Debt | | S + | | 5.50% | | 10.10% | | 3/28/2030 | | 188 | | | 181 | | | 181 | | | 0.13 | | | |
| Formstack Acquisition Co | | (6) (7) (13) | | First Lien Debt | | S + | | 5.50% | | 10.10% | | 3/28/2030 | | — | | | (5) | | | (4) | | | — | | | |
| Granicus, Inc. | | (6) (8) | | First Lien Debt | | S + | | 5.25% (incl. 2.25% PIK) | | 10.10% | | 1/17/2031 | | 1,564 | | | 1,550 | | | 1,564 | | | 1.10 | | | |
| Granicus, Inc. | | (6) (8) | | First Lien Debt | | S + | | 5.25% (incl. 2.25% PIK) | | 10.10% | | 1/17/2031 | | 2,394 | | | 2,366 | | | 2,367 | | | 1.67 | | | |
| Granicus, Inc. | | (6) (13) | | First Lien Debt | | P + | | 4.25% | | 12.25% | | 1/17/2031 | | — | | | (2) | | | — | | | — | | | |
| GS AcquisitionCo, Inc. | | (6) (7) | | First Lien Debt | | S + | | 5.25% | | 9.85% | | 5/25/2028 | | 1,578 | | | 1,572 | | | 1,578 | | | 1.11 | | | |
| GS AcquisitionCo, Inc. | | (6) (8) (13) | | First Lien Debt | | S + | | 5.25% | | 9.85% | | 5/25/2028 | | — | | | — | | | — | | | — | | | |
| GS AcquisitionCo, Inc. | | (6) (7) (13) | | First Lien Debt | | S + | | 5.25% | | 9.85% | | 5/25/2028 | | 25 | | | 24 | | | 25 | | | 0.02 | | | |
| Hootsuite Inc. | | (6) (11) | | First Lien Debt | | S + | | 5.50% | | 10.19% | | 5/22/2030 | | 2,693 | | | 2,655 | | | 2,656 | | | 1.87 | | | |
| Hootsuite Inc. | | (6) (11) (13) | | First Lien Debt | | S + | | 5.50% | | 10.19% | | 5/22/2030 | | — | | | (4) | | | (4) | | | — | | | |
| Icefall Parent, Inc. | | (6) (7) | | First Lien Debt | | S + | | 6.50% | | 11.35% | | 1/25/2030 | | 1,826 | | | 1,793 | | | 1,788 | | | 1.26 | | | |
| Icefall Parent, Inc. | | (6) (7) (13) | | First Lien Debt | | S + | | 6.50% | | 11.35% | | 1/25/2030 | | — | | | (3) | | | (4) | | | — | | | |
| Imprivata, Inc. | | (9) (10) | | First Lien Debt | | S + | | 3.50% | | 8.75% | | 12/1/2027 | | 497 | | | 502 | | | 499 | | | 0.35 | | | |
North Haven Private Income Fund A LLC
Consolidated Schedule of Investments (Unaudited)
September 30, 2024
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1)(2) | | Footnotes | | Investment | | Reference Rate and Spread | | Interest Rate(3) | | Maturity Date | | Par Amount/ Shares(4) | | Cost(5) | | Fair Value | | Percentage of Net Assets | | |
| LogRhythm, Inc. | | (6) (7) | | First Lien Debt | | S + | | 7.50% | | 12.10% | | 7/2/2029 | | 1,364 | | | $ | 1,324 | | | $ | 1,324 | | | 0.93 | | % | |
| LogRhythm, Inc. | | (6) (7) (13) | | First Lien Debt | | S + | | 7.50% | | 12.10% | | 7/2/2029 | | — | | | (4) | | | (4) | | | — | | | |
| Mediaocean, LLC | | (9) | | First Lien Debt | | S + | | 3.50% | | 8.45% | | 12/15/2028 | | 497 | | | 499 | | | 497 | | | 0.35 | | | |
| Nasuni Corporation | | (6) (8) | | First Lien Debt | | S + | | 5.75% | | 10.69% | | 9/10/2030 | | 4,138 | | | 4,076 | | | 4,076 | | | 2.87 | | | |
| Nasuni Corporation | | (6) (8) (13) | | First Lien Debt | | S + | | 5.75% | | 10.69% | | 9/10/2030 | | — | | | (13) | | | (13) | | | (0.01) | | | |
| UKG, Inc. | | (10) | | First Lien Debt | | S + | | 3.25% | | 8.55% | | 2/10/2031 | | 499 | | | 501 | | | 499 | | | 0.35 | | | |
| | | | | | | | | | | | | | | | 42,421 | | | 42,507 | | | 29.92 | | | |
| Specialty Retail | | | | | | | | | | | | | | | | | | | | | | |
| Les Schwab Tire Centers | | (9) | | First Lien Debt | | S + | | 3.00% | | 7.85% | | 4/23/2031 | | 499 | | | 501 | | | 499 | | | 0.35 | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| Wireless Telecommunication Services | | | | | | | | | | | | | | | | | | | | | | |
| CCI Buyer, Inc. | | (8) | | First Lien Debt | | S + | | 4.00% | | 8.60% | | 12/17/2027 | | 497 | | | 496 | | | 496 | | | 0.35 | | | |
| Mobile Communications America, Inc. | | (6) (7) | | First Lien Debt | | S + | | 5.50% | | 10.26% | | 10/16/2029 | | 1,017 | | | 1,003 | | | 1,017 | | | 0.72 | | | |
| Mobile Communications America, Inc. | | (6) (7) (13) | | First Lien Debt | | S + | | 5.50% | | 10.26% | | 10/16/2029 | | 44 | | | 42 | | | 44 | | | 0.03 | | | |
| Mobile Communications America, Inc. | | (6) (7) (13) | | First Lien Debt | | S + | | 5.50% | | 10.26% | | 10/16/2029 | | — | | | (2) | | | — | | | — | | | |
| | | | | | | | | | | | | | | | 1,539 | | | 1,557 | | | 1.10 | | | |
| Total Debt Investments | | | | | | | | | | | | | | | | $ | 221,063 | | | $ | 221,566 | | | 155.95 | | % | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1)(2) | | Footnotes | | Investment | | Reference Rate and Spread | | Interest Rate(3) | | Acquisition Date | | Par Amount/ Shares(4) | | Cost(5) | | Fair Value | | Percentage of Net Assets | |
| Diversified Consumer Services | | | | | | | | | | | | | | | | | | | | | |
| Eclipse Topco, Inc. | | (6) (12) | | Preferred Equity | | | | | | | | 9/5/2024 | | 15 | | | $ | 147 | | | $ | 147 | | | 0.10 | | % |
| | | | | | | | | | | | | | | | | | | | | |
| Professional Services | | | | | | | | | | | | | | | | | | | | | |
| Verdantas, LLC | | (6) (12) | | Common Equity | | | | | | | | 5/3/2024 | | 796 | | | 1 | | | 1 | | | — | | |
| Verdantas, LLC | | (6) (12) | | Preferred Equity | | | | 10.00% | | | | 5/3/2024 | | 78,804 | | | 79 | | | 93 | | | 0.08 | | |
| | | | | | | | | | | | | | | | 80 | | | 94 | | | 0.08 | | |
| Software | | | | | | | | | | | | | | | | | | | | | |
| Reveal Data Solutions | | (6) (12) | | Common Equity | | | | | | | | 8/29/2023 | | 12,307 | | | 16 | | | 20 | | | 0.01 | | |
| Total Equity Investments | | | | | | | | | | | | | | | | $ | 243 | | | $ | 261 | | | 0.19 | | % |
| Total Portfolio Investments | | | | | | | | | | | | | | | | $ | 221,306 | | | $ | 221,827 | | | 156.14 | | % |
| | | | | |
| (1) | Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of September 30, 2024, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of September 30, 2024, the Company is not an “affiliated person” of any of its portfolio companies. |
North Haven Private Income Fund A LLC
Consolidated Schedule of Investments (Unaudited)
September 30, 2024
(In thousands)
| | | | | |
| (2) | Unless otherwise indicated, the Company's investments are pledged as collateral supporting the amounts outstanding under the SMBC Facility (as defined below). See Note 6 "Debt". |
| (3) | Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either EURIBOR ("E"), SOFR ("S") or an alternate base rate (commonly based on the Federal Funds Rate ("F") or the U.S. Prime Rate ("P")), each of which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of September 30, 2024. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at September 30, 2024. As of September 30, 2024, the reference rates for our variable rate loans were the 3-month E 3.28%, 1-month S at 4.85%, 3-month S at 4.59%, 6-month S at 4.25%, and the P at 8.00%. |
| (4) | Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$" or "USD") unless otherwise noted, Euro ("€"), Great British Pound ("GBP"), or Canadian dollar ("CAD"). |
| (5) | The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method. |
| (6) | These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Company’s Valuation Designee (the “Valuation Designee”), under the supervision of the Company’s Board of Directors (the “Board of Directors” or “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy. |
| |
| (7) | Loan includes interest rate floor of 1.00%. |
| (8) | Loan includes interest rate floor of 0.75%. |
| (9) | Loan includes interest rate floor of 0.50%. |
| (10) | Position or portion thereof unsettled as of September 30, 2024. |
(11) | The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of September 30, 2024 non-qualifying assets represented 3.83% of total assets as calculated in accordance with regulatory requirements. |
(12) | Securities exempt from registration under the Securities Act of 1933, as amended, and may be deemed to be “restricted securities.” As of September 30, 2024, the aggregate fair value of these securities is $261 or 0.18% of the Company’s net assets. The initial acquisition dates have been included for such securities. |
| |
(13) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date started. See below for more information on the Company’s unfunded commitments as of September 30, 2024.
North Haven Private Income Fund A LLC
Consolidated Schedule of Investments (Unaudited)
September 30, 2024
(In thousands)
| | | | | | | | | | | | | | | |
| Investments — non-controlled/non-affiliated | | Commitment Type | Commitment Expiration Date | Unfunded Commitment | Fair Value |
| First Lien Debt | | | | | |
| AWP Group Holdings, Inc. | | Delayed Draw Term Loan | 8/23/2026 | $ | 2,296 | | $ | (2) | |
| AWP Group Holdings, Inc. | | Revolver | 12/23/2030 | 224 | | — | |
| Any Hour, LLC | | Delayed Draw Term Loan | 5/23/2026 | 625 | | (10) | |
| Any Hour, LLC | | Revolver | 5/23/2030 | 235 | | (4) | |
| Aptean, Inc. | | Delayed Draw Term Loan | 1/30/2026 | 174 | | (1) | |
| Aptean, Inc. | | Revolver | 1/30/2031 | 127 | | (1) | |
| Arcoro Holdings Corp. | | Revolver | 3/28/2030 | 261 | | (3) | |
| Artifact Bidco, Inc. | | Delayed Draw Term Loan | 5/22/2027 | 517 | | — | |
| Artifact Bidco, Inc. | | Revolver | 7/26/2030 | 370 | | — | |
| Ascend Partner Services, LLC | | Delayed Draw Term Loan | 8/9/2026 | 3,367 | | (16) | |
| Ascend Partner Services, LLC | | Revolver | 8/11/2031 | 673 | | (7) | |
| Associations, Inc. | | Delayed Draw Term Loan | 7/3/2028 | 68 | | — | |
| Associations, Inc. | | Revolver | 7/3/2028 | 54 | | — | |
| AuditBoard, Inc. | | Delayed Draw Term Loan | 7/12/2026 | 1,714 | | (8) | |
| AuditBoard, Inc. | | Revolver | 7/12/2031 | 686 | | (7) | |
| Avalara, Inc. | | Revolver | 10/19/2028 | 109 | | — | |
| Bradyifs Holdings, LLC | | Delayed Draw Term Loan | 10/31/2025 | 53 | | — | |
| Bullhorn, Inc. | | Delayed Draw Term Loan | 5/11/2026 | 63 | | — | |
| Bullhorn, Inc. | | Revolver | 10/1/2029 | 74 | | — | |
| COP Collisionright Parent, LLC | | Delayed Draw Term Loan | 1/29/2026 | 310 | | (5) | |
| COP Collisionright Parent, LLC | | Revolver | 1/29/2030 | 108 | | (2) | |
| CRCI Longhorn Holdings, Inc. | | Delayed Draw Term Loan | 8/27/2026 | 706 | | (3) | |
| CRCI Longhorn Holdings, Inc. | | Revolver | 8/27/2031 | 235 | | (2) | |
| Chase Intermediate, LLC | | Delayed Draw Term Loan | 8/31/2025 | 414 | | (2) | |
| Chase Intermediate, LLC | | Revolver | 10/30/2028 | 35 | | — | |
| Consor Intermediate II, LLC | | Delayed Draw Term Loan | 5/10/2026 | 687 | | (6) | |
| Consor Intermediate II, LLC | | Revolver | 5/12/2031 | 183 | | (2) | |
| Coupa Holdings, LLC | | Delayed Draw Term Loan | 8/27/2025 | 147 | | (1) | |
| Coupa Holdings, LLC | | Revolver | 2/27/2029 | 112 | | (1) | |
| Diligent Corporation | | Delayed Draw Term Loan | 4/30/2026 | 824 | | (3) | |
| Diligent Corporation | | Revolver | 8/2/2030 | 549 | | (2) | |
| Drivecentric Holdings, LLC | | Revolver | 8/15/2031 | 588 | | (6) | |
| E-Discovery AcquireCo, LLC | | Revolver | 8/29/2029 | 42 | | — | |
| EVDR Purchaser, Inc. | | Delayed Draw Term Loan | 8/14/2025 | 588 | | — | |
| EVDR Purchaser, Inc. | | Revolver | 2/14/2031 | 353 | | — | |
| Eclipse Buyer, Inc. | | Delayed Draw Term Loan | 9/6/2026 | 160 | | (1) | |
| Eclipse Buyer, Inc. | | Revolver | 9/6/2031 | 81 | | (1) | |
North Haven Private Income Fund A LLC
Consolidated Schedule of Investments (Unaudited)
September 30, 2024
(In thousands)
| | | | | | | | | | | | | | | |
| Investments — non-controlled/non-affiliated | | Commitment Type | Commitment Expiration Date | Unfunded Commitment | Fair Value |
| Epicor Software Corporation | | Delayed Draw Term Loan | 5/30/2027 | $ | 53 | | $ | — | |
| Essential Services Holding Corporation | | Delayed Draw Term Loan | 6/17/2026 | 92 | | — | |
| Essential Services Holding Corporation | | Revolver | 6/17/2030 | 58 | | — | |
| Everbridge Holdings, LLC | | Delayed Draw Term Loan | 7/2/2026 | 65 | | — | |
| Everbridge Holdings, LLC | | Revolver | 7/2/2031 | 43 | | — | |
| Formstack Acquisition Co | | Delayed Draw Term Loan | 3/30/2026 | 561 | | (5) | |
| Formstack Acquisition Co | | Revolver | 3/28/2030 | 375 | | (3) | |
| Foundation Risk Partners Corp. | | Revolver | 10/29/2029 | 200 | | (1) | |
| GI DI Cornfield Acquisition, LLC | | Delayed Draw Term Loan | 5/31/2026 | 2,000 | | (27) | |
| GPS Merger Sub, LLC | | Delayed Draw Term Loan | 10/2/2025 | 335 | | (3) | |
| GPS Merger Sub, LLC | | Revolver | 10/2/2029 | 268 | | (2) | |
| GS AcquisitionCo, Inc. | | Delayed Draw Term Loan | 3/26/2026 | 158 | | — | |
| GS AcquisitionCo, Inc. | | Revolver | 5/25/2028 | 169 | | — | |
| Galway Borrower, LLC | | Delayed Draw Term Loan | 4/28/2025 | 46 | | (1) | |
| Gateway US Holdings, Inc. | | Revolver | 9/22/2026 | 54 | | — | |
| Granicus, Inc. | | Delayed Draw Term Loan | 1/17/2026 | 838 | | (7) | |
| Granicus, Inc. | | Revolver | 1/17/2031 | 220 | | — | |
| GraphPad Software, LLC | | Delayed Draw Term Loan | 6/28/2026 | 98 | | — | |
| GraphPad Software, LLC | | Revolver | 6/30/2031 | 41 | | — | |
| HSI Halo Acquisition, Inc. | | Delayed Draw Term Loan | 6/28/2026 | 74 | — |
| HSI Halo Acquisition, Inc. | | Revolver | 6/28/2030 | 60 | — |
| Helios Service Partners, LLC | | Delayed Draw Term Loan | 2/10/2025 | 485 | | (4) | |
| Helios Service Partners, LLC | | Revolver | 3/19/2027 | 37 | | — | |
| Hercules Borrower, LLC | | Delayed Draw Term Loan | 4/5/2026 | 2,300 | | (13) | |
| Higginbotham Insurance Agency, Inc. | | Delayed Draw Term Loan | 3/27/2026 | 784 | | (4) | |
| High Street Buyer, Inc. | | Delayed Draw Term Loan | 3/11/2026 | 905 | | (6) | |
| Hootsuite Inc. | | Revolver | 5/22/2030 | 300 | | (4) | |
| Hyland Software, Inc. | | Revolver | 9/19/2029 | 136 | | — | |
| Icefall Parent, Inc. | | Revolver | 1/25/2030 | 174 | | (4) | |
| Imagine 360, LLC | | Delayed Draw Term Loan | 9/20/2026 | 458 | | (2) | |
| Imagine 360, LLC | | Revolver | 10/2/2028 | 284 | | (3) | |
| Inszone Mid, LLC | | Delayed Draw Term Loan | 11/10/2025 | 369 | | (3) | |
| Inszone Mid, LLC | | Revolver | 11/12/2029 | 117 | | (1) | |
| Integrity Marketing Acquisition, LLC | | Revolver | 8/25/2028 | 48 | | — | |
| Invictus Buyer, LLC | | Delayed Draw Term Loan | 6/3/2026 | 675 | | (4) | |
| Invictus Buyer, LLC | | Revolver | 6/3/2031 | 250 | | (1) | |
| Iris Buyer, LLC | | Delayed Draw Term Loan | 4/2/2025 | 68 | | (1) | |
| Iris Buyer, LLC | | Revolver | 10/2/2029 | 199 | | (2) | |
| KENG Acquisition, Inc. | | Delayed Draw Term Loan | 8/1/2025 | 121 | | — | |
North Haven Private Income Fund A LLC
Consolidated Schedule of Investments (Unaudited)
September 30, 2024
(In thousands)
| | | | | | | | | | | | | | | |
| Investments — non-controlled/non-affiliated | | Commitment Type | Commitment Expiration Date | Unfunded Commitment | Fair Value |
| KENG Acquisition, Inc. | | Revolver | 8/1/2029 | $ | 79 | | $ | — | |
| LogRhythm, Inc. | | Revolver | 7/2/2029 | 136 | | (4) | |
| MAI Capital Management Intermediate, LLC | | Delayed Draw Term Loan | 8/29/2026 | 912 | | (5) | |
| MAI Capital Management Intermediate, LLC | | Revolver | 8/29/2031 | 344 | | (3) | |
| MRI Software, LLC | | Delayed Draw Term Loan | 8/27/2026 | 38 | | — | |
| MRI Software, LLC | | Revolver | 2/10/2027 | 176 | | — | |
| Magneto Components Buyco, LLC | | Delayed Draw Term Loan | 6/5/2025 | 507 | | (3) | |
| Magneto Components Buyco, LLC | | Revolver | 12/5/2029 | 423 | | (2) | |
| Mantech International CP | | Delayed Draw Term Loan | 6/14/2025 | 290 | | — | |
| Mantech International CP | | Revolver | 9/14/2028 | 227 | | — | |
| Mobile Communications America, Inc. | | Delayed Draw Term Loan | 10/16/2025 | 286 | | — | |
| Mobile Communications America, Inc. | | Revolver | 10/16/2029 | 165 | | — | |
| Model N, Inc. | | Delayed Draw Term Loan | 6/26/2026 | 98 | | — | |
| Model N, Inc. | | Revolver | 6/27/2031 | 52 | | — | |
| Nasuni Corporation | | Revolver | 9/10/2030 | 862 | | (13) | |
| PDI TA Holdings, Inc. | | Delayed Draw Term Loan | 2/1/2026 | 521 | | — | |
| PDI TA Holdings, Inc. | | Revolver | 2/3/2031 | 228 | | — | |
| PPV Intermediate Holdings, LLC | | Delayed Draw Term Loan | 8/31/2025 | 251 | | — | |
| Peter C. Foy & Associates Insurance Services, LLC | | Delayed Draw Term Loan | 4/23/2026 | 269 | | (2) | |
| Project Potter Buyer, LLC | | Revolver | 4/23/2026 | 150 | | — | |
| Pye-Barker Fire & Safety, LLC | | Delayed Draw Term Loan | 5/24/2026 | 659 | | — | |
| Pye-Barker Fire & Safety, LLC | | Revolver | 5/24/2030 | 213 | | — | |
| RFS Opco, LLC | | Revolver | 4/4/2029 | 1,500 | | (14) | |
| RSC Acquisition, Inc. | | Delayed Draw Term Loan | 2/14/2025 | 4 | | — | |
| Ridge Trail US Bidco, Inc. | | Delayed Draw Term Loan | 3/30/2027 | 1,181 | | (9) | |
| Ridge Trail US Bidco, Inc. | | Revolver | 3/31/2031 | 335 | | (5) | |
| Routeware, Inc. | | Delayed Draw Term Loan | 9/18/2026 | 1,477 | | (7) | |
| Routeware, Inc. | | Revolver | 9/18/2031 | 341 | | (3) | |
| SV Newco 2, Inc. | | Delayed Draw Term Loan | 5/31/2026 | 938 | | (13) | |
| SV Newco 2, Inc. | | Revolver | 6/2/2031 | 563 | | (8) | |
| Sonny's Enterprises, LLC | | Revolver | 8/5/2027 | 145 | | (1) | |
| Superman Holdings, LLC | | Delayed Draw Term Loan | 8/28/2026 | 874 | | (2) | |
| Superman Holdings, LLC | | Revolver | 8/29/2031 | 387 | | (2) | |
| Tank Holding Corp. | | Delayed Draw Term Loan | 11/22/2025 | 75 | | (1) | |
| Tidi Legacy Products, Inc. | | Delayed Draw Term Loan | 6/19/2025 | 362 | | (2) | |
| Tidi Legacy Products, Inc. | | Revolver | 12/19/2029 | 261 | | (2) | |
| Transit Technologies, LLC | | Delayed Draw Term Loan | 8/20/2026 | 909 | | (5) | |
| Transit Technologies, LLC | | Revolver | 8/20/2030 | 546 | | (5) | |
| Trintech, Inc. | | Revolver | 7/25/2029 | 102 | | (2) | |
North Haven Private Income Fund A LLC
Consolidated Schedule of Investments (Unaudited)
September 30, 2024
(In thousands)
| | | | | | | | | | | | | | | |
| Investments — non-controlled/non-affiliated | | Commitment Type | Commitment Expiration Date | Unfunded Commitment | Fair Value |
| VRC Companies, LLC | | Delayed Draw Term Loan | 8/15/2025 | $ | 48 | | $ | — | |
| VRC Companies, LLC | | Revolver | 6/29/2027 | 59 | | — | |
| Vehlo Purchaser, LLC | | Delayed Draw Term Loan | 10/5/2025 | 1,729 | | (14) | |
| Vehlo Purchaser, LLC | | Revolver | 5/24/2028 | 15 | | — | |
| Vensure Employer Services, Inc. | | Delayed Draw Term Loan | 9/27/2026 | 553 | | (3) | |
| Verdantas, LLC | | Revolver | 5/6/2030 | 292 | | (4) | |
| Vertex Service Partners, LLC | | Delayed Draw Term Loan | 11/8/2025 | 5 | | — | |
| Vertex Service Partners, LLC | | Revolver | 11/8/2030 | 70 | | (1) | |
| YI, LLC | | Delayed Draw Term Loan | 6/1/2025 | 356 | | (1) | |
| YI, LLC | | Revolver | 12/3/2029 | 267 | | (1) | |
| iCIMS, Inc. | | Delayed Draw Term Loan | 10/23/2024 | 157 | | — | |
| iCIMS, Inc. | | Revolver | 8/18/2028 | 59 | | — | |
| Total First Lien Debt Unfunded Commitments | | | | $ | 51,826 | | $ | (334) | |
| Total Unfunded Commitments | | | | $ | 51,826 | | $ | (334) | |
The accompanying notes are an integral part of these unaudited consolidated financial statements
North Haven Private Income Fund A LLC
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1) (2) | | Footnotes | | Reference Rate and Spread | | Interest Rate(3) | | Maturity Date | | Par Amount/ Shares | | Cost(4) | | Fair Value | | Percentage of Net Assets | |
| First Lien Debt | | | | | | | | | | | | | | | | | | | |
| Automobile Components | | | | | | | | | | | | | | | | | | | |
| Sonny's Enterprises, LLC | | (5) (6) | | S + | | 6.75% | | 12.28% | | 8/5/2028 | | 763 | | | $ | 745 | | | $ | 763 | | | 1.76 | | % |
| Sonny's Enterprises, LLC | | (5) (6) (11) | | S + | | 6.75% | | 12.28% | | 8/5/2028 | | 71 | | | 68 | | | 71 | | | 0.16 | | |
| Sonny's Enterprises, LLC | | (5) (6) (11) | | S + | | 6.75% | | 12.28% | | 8/5/2027 | | — | | | (3) | | | — | | | — | | |
| | | | | | | | | | | | | | 810 | | | 834 | | | 1.92 | | |
| Automobiles | | | | | | | | | | | | | | | | | | | |
| Portfolio Group | | (5) (6) (11) | | S + | | 6.00% | | 11.21% | | 12/2/2025 | | 306 | | | 295 | | | 299 | | | 0.69 | | |
| Summit Buyer, LLC | | (5) (6) (11) | | S + | | 5.75% | | 11.20% | | 1/14/2026 | | 121 | | | 110 | | | 99 | | | 0.23 | | |
| Summit Buyer, LLC | | (5) (11) | | P + | | 4.75% | | 13.25% | | 1/14/2026 | | — | | | (2) | | | (2) | | | — | | |
| Turbo Buyer, Inc. | | (5) (6) | | S + | | 6.00% | | 11.36% | | 12/2/2025 | | 759 | | | 748 | | | 752 | | | 1.73 | | |
| Turbo Buyer, Inc. | | (5) (6) | | S + | | 6.00% | | 11.36% | | 12/2/2025 | | 761 | | | 750 | | | 754 | | | 1.74 | | |
| | | | | | | | | | | | | | 1,901 | | | 1,902 | | | 4.39 | | |
| Chemicals | | | | | | | | | | | | | | | | | | | |
| Tank Holding Corp. | | (5) (7) | | S + | | 5.75% | | 11.21% | | 3/31/2028 | | 2,817 | | | 2,731 | | | 2,711 | | | 6.25 | | |
| Tank Holding Corp. | | (5) (7) (11) | | S + | | 5.75% | | 11.21% | | 3/31/2028 | | 120 | | | 113 | | | 113 | | | 0.26 | | |
| | | | | | | | | | | | | | 2,844 | | | 2,824 | | | 6.51 | | |
| Commercial Services & Supplies | | | | | | | | | | | | | | | | | | | |
| Helios Service Partners, LLC | | (5) (6) | | S + | | 6.25% | | 11.88% | | 3/19/2027 | | 244 | | | 238 | | | 242 | | | 0.56 | | |
| Helios Service Partners, LLC | | (5) (6) (11) | | S + | | 6.25% | | 11.88% | | 3/19/2027 | | 248 | | | 240 | | | 243 | | | 0.56 | | |
| Helios Service Partners, LLC | | (5) (6) (11) | | S + | | 6.00% | | 11.88% | | 3/19/2027 | | 27 | | | 25 | | | 26 | | | 0.06 | | |
| Iris Buyer, LLC | | (5) (6) | | S + | | 6.25% | | 11.60% | | 10/2/2030 | | 1,396 | | | 1,358 | | | 1,358 | | | 3.13 | | |
| Iris Buyer, LLC | | (5) (6) (11) | | S + | | 6.25% | | 11.60% | | 10/2/2030 | | 29 | | | 26 | | | 26 | | | 0.06 | | |
| Iris Buyer, LLC | | (5) (6) (11) | | S + | | 6.25% | | 11.60% | | 10/2/2029 | | — | | | (5) | | | (5) | | | (0.01) | | |
| Vensure Employer Services, Inc. | | (5) (7) (11) | | S + | | 5.25% | | 10.63% | | 4/1/2027 | | 43 | | | 40 | | | 40 | | | 0.09 | | |
| VRC Companies, LLC | | (5) (6) | | S + | | 5.75% | | 11.12% | | 6/29/2027 | | 2,433 | | | 2,423 | | | 2,430 | | | 5.60 | | |
| VRC Companies, LLC | | (5) (6) | | S + | | 5.75% | | 11.12% | | 6/29/2027 | | 492 | | | 490 | | | 492 | | | 1.13 | | |
| VRC Companies, LLC | | (5) (6) (11) | | S + | | 5.75% | | 11.12% | | 6/29/2027 | | — | | | — | | | — | | | — | | |
| | | | | | | | | | | | | | 4,835 | | | 4,852 | | | 11.19 | | |
| Construction & Engineering | | | | | | | | | | | | | | | | | | | |
| Superman Holdings, LLC | | (5) (6) | | S + | | 6.13% | | 11.47% | | 8/31/2027 | | 402 | | | 393 | | | 397 | | | 0.92 | | |
| Superman Holdings, LLC | | (5) (6) (11) | | S + | | 6.13% | | 11.47% | | 8/31/2027 | | — | | | (1) | | | (1) | | | — | | |
| | | | | | | | | | | | | | 392 | | | 396 | | | 0.91 | | |
| Containers & Packaging | | | | | | | | | | | | | | | | | | | |
| BP Purchaser, LLC | | (5) (7) | | S + | | 5.50% | | 11.14% | | 12/11/2028 | | 1,890 | | | 1,864 | | | 1,837 | | | 4.24 | | |
| Distributors | | | | | | | | | | | | | | | | | | | |
| Avalara, Inc. | | (5) (7) | | S + | | 7.25% | | 12.60% | | 10/19/2028 | | 1,091 | | | 1,084 | | | 1,091 | | | 2.52 | | |
| Avalara, Inc. | | (5) (7) (11) | | S + | | 7.25% | | 12.60% | | 10/19/2028 | | — | | | (1) | | | — | | | — | | |
North Haven Private Income Fund A LLC
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1) (2) | | Footnotes | | Reference Rate and Spread | | Interest Rate(3) | | Maturity Date | | Par Amount/ Shares | | Cost(4) | | Fair Value | | Percentage of Net Assets | |
| Bradyifs Holdings, LLC | | (5) (6) | | S + | | 6.00% | | 11.38% | | 10/31/2029 | | 1,674 | | | $ | 1,641 | | | $ | 1,641 | | | 3.78 | | % |
| Bradyifs Holdings, LLC | | (5) (6) (11) | | S + | | 6.00% | | 11.38% | | 10/31/2029 | | 45 | | | 43 | | | 43 | | | 0.10 | | |
| Bradyifs Holdings, LLC | | (5) (6) (11) | | S + | | 6.00% | | 11.38% | | 10/31/2029 | | — | | | (3) | | | (3) | | | (0.01) | | |
| | | | | | | | | | | | | | 2,764 | | | 2,772 | | | 6.39 | | |
| Diversified Consumer Services | | | | | | | | | | | | | | | | | | | |
| Vertex Service Partners, LLC | | (5) (7) | | S + | | 5.50% | | 10.90% | | 11/8/2030 | | 314 | | | 306 | | | 306 | | | 0.71 | | |
| Vertex Service Partners, LLC | | (5) (7) (11) | | S + | | 5.50% | | 10.90% | | 11/8/2030 | | 151 | | | 142 | | | 142 | | | 0.33 | | |
| Vertex Service Partners, LLC | | (5) (7) (11) | | S + | | 5.50% | | 10.90% | | 11/8/2030 | | — | | | (2) | | | (2) | | | — | | |
| | | | | | | | | | | | | | 446 | | | 446 | | | 1.03 | | |
| Electronic Equipment, Instruments & Components | | | | | | | | | | | | | | | | | | | |
| Infinite Bidco, LLC | | (5) (8) | | S + | | 6.25% | | 11.88% | | 3/2/2028 | | 2,985 | | | 2,916 | | | 2,967 | | | 6.84 | | |
| Magneto Components Buyco, LLC | | (5) | | S + | | 6.00% | | 11.36% | | 12/5/2030 | | 2,556 | | | 2,493 | | | 2,493 | | | 5.75 | | |
| Magneto Components Buyco, LLC | | (5) (11) | | S + | | 6.00% | | 11.36% | | 12/5/2030 | | — | | | (6) | | | (6) | | | (0.01) | | |
| Magneto Components Buyco, LLC | | (5) (11) | | S + | | 6.00% | | 11.36% | | 12/5/2030 | | — | | | (11) | | | (11) | | | (0.03) | | |
| | | | | | | | | | | | | | 5,392 | | | 5,443 | | | 12.55 | | |
| Financial Services | | | | | | | | | | | | | | | | | | | |
| Trintech, Inc. | | (5) (6) | | S + | | 6.50% | | 11.86% | | 7/25/2029 | | 1,857 | | | 1,804 | | | 1,822 | | | 4.20 | | |
| Trintech, Inc. | | (5) (6) (11) | | S + | | 6.50% | | 11.86% | | 7/25/2029 | | 41 | | | 37 | | | 38 | | | 0.09 | | |
| | | | | | | | | | | | | | 1,841 | | | 1,860 | | | 4.29 | | |
| Health Care Equipment & Supplies | | | | | | | | | | | | | | | | | | | |
| Tidi Legacy Products, Inc. | | (5) (6) | | S + | | 5.50% | | 10.86% | | 12/19/2029 | | 1,377 | | | 1,349 | | | 1,349 | | | 3.11 | | |
| Tidi Legacy Products, Inc. | | (5) (6) (11) | | S + | | 5.50% | | 10.86% | | 12/19/2029 | | — | | | (4) | | | (4) | | | (0.01) | | |
| Tidi Legacy Products, Inc. | | (5) (6) (11) | | S + | | 5.50% | | 10.86% | | 12/19/2029 | | — | | | (5) | | | (5) | | | (0.01) | | |
| YI, LLC | | (5) (6) | | S + | | 5.75% | | 11.09% | | 12/3/2029 | | 1,711 | | | 1,677 | | | 1,677 | | | 3.87 | | |
| YI, LLC | | (5) (6) (11) | | S + | | 5.75% | | 11.09% | | 12/1/2029 | | — | | | (3) | | | (3) | | | (0.01) | | |
| YI, LLC | | (5) (6) (11) | | S + | | 5.75% | | 11.09% | | 12/3/2029 | | — | | | (5) | | | (5) | | | (0.01) | | |
| | | | | | | | | | | | | | 3,009 | | | 3,009 | | | 6.94 | | |
| Health Care Providers & Services | | | | | | | | | | | | | | | | | | | |
| DCA Investment Holdings, LLC | | (5) (7) | | S + | | 6.50% | | 11.85% | | 4/3/2028 | | 2,066 | | | 2,033 | | | 2,018 | | | 4.65 | | |
| Gateway US Holdings, Inc. | | (5) (7) (9) | | S + | | 6.50% | | 11.85% | | 9/22/2026 | | 1,414 | | | 1,390 | | | 1,414 | | | 3.26 | | |
| Gateway US Holdings, Inc. | | (5) (7) (9) | | S + | | 6.50% | | 11.85% | | 9/22/2026 | | 427 | | | 419 | | | 427 | | | 0.98 | | |
| Gateway US Holdings, Inc. | | (5) (7) (9) (11) | | S + | | 6.50% | | 11.85% | | 9/22/2026 | | — | | | (1) | | | — | | | — | | |
| iCIMS, Inc. | | (5) (7) | | S + | | 7.25% (incl. 3.38% PIK) | | 12.62% | | 8/18/2028 | | 908 | | | 902 | | | 908 | | | 2.09 | | |
| iCIMS, Inc. | | (5) (7) (11) | | S + | | 7.25% (incl. 3.38% PIK) | | 12.62% | | 8/18/2028 | | — | | | (1) | | | — | | | — | | |
| iCIMS, Inc. | | (5) (7) (11) | | S + | | 7.25% (incl. 3.38%IK) | | 12.62% | | 8/18/2028 | | 14 | | | 13 | | | 14 | | | 0.03 | | |
North Haven Private Income Fund A LLC
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1) (2) | | Footnotes | | Reference Rate and Spread | | Interest Rate(3) | | Maturity Date | | Par Amount/ Shares | | Cost(4) | | Fair Value | | Percentage of Net Assets | |
| PPV Intermediate Holdings, LLC | | (5) (7) (11) | | S + | | 5.75% | | 11.17% | | 8/31/2029 | | — | | | $ | (3) | | | $ | (5) | | | (0.01) | | % |
| | | | | | | | | | | | | | 4,752 | | | 4,776 | | | 11.01 | | |
| Health Care Technology | | | | | | | | | | | | | | | | | | | |
| Hyland Software, Inc. | | (5) (7) | | S + | | 6.00% | | 11.36% | | 9/19/2030 | | 1,905 | | | 1,877 | | | 1,883 | | | 4.34 | | |
| Hyland Software, Inc. | | (5) (7) (11) | | S + | | 6.00% | | 11.36% | | 9/19/2029 | | — | | | (1) | | | (1) | | | — | | |
| | | | | | | | | | | | | | 1,876 | | | 1,882 | | | 4.34 | | |
| Insurance Services | | | | | | | | | | | | | | | | | | | |
| Galway Borrower, LLC | | (5) (7) | | S + | | 5.25% | | 11.10% | | 9/29/2028 | | 414 | | | 407 | | | 410 | | | 0.95 | | |
| Galway Borrower, LLC | | (5) (7) (11) | | S + | | 5.25% | | 11.10% | | 9/29/2028 | | — | | | (5) | | | (6) | | | (0.01) | | |
| Higginbotham Insurance Agency, Inc. | | (5) (6) (11) | | S + | | 5.50% | | 10.96% | | 11/24/2028 | | 531 | | | 525 | | | 531 | | | 1.22 | | |
| Inszone Mid, LLC | | (5) (6) | | S + | | 5.75% | | 11.11% | | 11/12/2029 | | 939 | | | 921 | | | 921 | | | 2.12 | | |
| Inszone Mid, LLC | | (5) (6) (11) | | S + | | 5.75% | | 11.11% | | 11/12/2029 | | 77 | | | 67 | | | 67 | | | 0.15 | | |
| Inszone Mid, LLC | | (5) (6) (11) | | S + | | 5.75% | | 11.11% | | 11/12/2029 | | — | | | (2) | | | (2) | | | — | | |
| Integrity Marketing Acquisition, LLC | | (5) (7) | | S + | | 6.00% | | 11.39% | | 8/27/2026 | | 470 | | | 463 | | | 461 | | | 1.06 | | |
| Integrity Marketing Acquisition, LLC | | (5) (7) | | S + | | 6.00% | | 11.51% | | 8/27/2026 | | 3,095 | | | 3,043 | | | 3,035 | | | 7.00 | | |
| Integrity Marketing Acquisition, LLC | | (5) (7) (11) | | S + | | 6.00% | | 11.39% | | 8/27/2026 | | — | | | (3) | | | (1) | | | — | | |
| Peter C. Foy & Associates Insurance Services, LLC | | (5) (7) | | S + | | 6.00% | | 11.86% | | 11/1/2028 | | 599 | | | 587 | | | 595 | | | 1.37 | | |
| Peter C. Foy & Associates Insurance Services, LLC | | (5) (7) (11) | | S + | | 6.00% | | 11.86% | | 11/1/2028 | | — | | | (5) | | | (3) | | | (0.01) | | |
| RSC Acquisition, Inc. | | (5) (7) (11) | | S + | | 6.00% | | 11.39% | | 11/1/2029 | | 10 | | | 8 | | | 8 | | | 0.02 | | |
| World Insurance Associates, LLC | | (5) (6) | | S + | | 6.00% | | 12.10% | | 4/3/2028 | | 1,194 | | | 1,157 | | | 1,175 | | | 2.71 | | |
| | | | | | | | | | | | | | 7,163 | | | 7,191 | | | 16.58 | | |
| Machinery | | | | | | | | | | | | | | | | | | | |
| Chase Intermediate, LLC | | (5) (11) | | S + | | 5.25% | | 11.00% | | 10/30/2028 | | — | | | (6) | | | (13) | | | (0.03) | | |
| Chase Intermediate, LLC | | (5) (11) | | S + | | 5.25% | | 11.00% | | 10/30/2028 | | — | | | (1) | | | (1) | | | — | | |
| | | | | | | | | | | | | | (7) | | | (14) | | | (0.03) | | |
| Multi-Utilities | | | | | | | | | | | | | | | | | | | |
| AWP Group Holdings, Inc. | | (5) (6) | | S + | | 5.50% | | 10.95% | | 12/24/2029 | | 1,087 | | | 1,066 | | | 1,070 | | | 2.47 | | |
| AWP Group Holdings, Inc. | | (5) (6) (11) | | S + | | 5.50% | | 10.95% | | 12/24/2029 | | 28 | | | 22 | | | 19 | | | 0.04 | | |
| AWP Group Holdings, Inc. | | (5) (6) (11) | | S + | | 5.50% | | 10.95% | | 12/24/2029 | | 48 | | | 44 | | | 45 | | | 0.10 | | |
| | | | | | | | | | | | | | 1,132 | | | 1,134 | | | 2.61 | | |
| Professional Services | | | | | | | | | | | | | | | | | | | |
| Bullhorn, Inc. | | (5) (6) | | S + | | 5.50% | | 10.96% | | 9/30/2026 | | 1,050 | | | 1,043 | | | 1,046 | | | 2.41 | | |
| Bullhorn, Inc. | | (5) (6) | | S + | | 5.50% | | 10.96% | | 9/30/2026 | | 88 | | | 87 | | | 87 | | | 0.20 | | |
| Bullhorn, Inc. | | (5) (6) (11) | | S + | | 5.50% | | 10.96% | | 9/30/2026 | | — | | | — | | | — | | | — | | |
| GPS Merger Sub, LLC | | (5) (6) | | S + | | 6.00% | | 11.38% | | 10/2/2029 | | 1,296 | | | 1,271 | | | 1,271 | | | 2.93 | | |
| GPS Merger Sub, LLC | | (5) (6) (11) | | S + | | 6.00% | | 11.38% | | 10/2/2029 | | — | | | (3) | | | (3) | | | (0.01) | | |
| GPS Merger Sub, LLC | | (5) (6) (11) | | S + | | 6.00% | | 11.38% | | 10/2/2029 | | — | | | (5) | | | (5) | | | (0.01) | | |
| KENG Acquisition, Inc. | | (5) (6) | | S + | | 6.25% | | 11.60% | | 8/1/2029 | | 289 | | | 282 | | | 286 | | | 0.66 | | |
North Haven Private Income Fund A LLC
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1) (2) | | Footnotes | | Reference Rate and Spread | | Interest Rate(3) | | Maturity Date | | Par Amount/ Shares | | Cost(4) | | Fair Value | | Percentage of Net Assets | |
| KENG Acquisition, Inc. | | (5) (6) (11) | | S + | | 6.25% | | 11.60% | | 8/1/2029 | | 36 | | | $ | 33 | | | $ | 33 | | | 0.08 | | % |
| KENG Acquisition, Inc. | | (5) (6) (11) | | S + | | 6.25% | | 11.60% | | 8/1/2029 | | 9 | | | 7 | | | 8 | | | 0.02 | | |
| | | | | | | | | | | | | | 2,715 | | | 2,723 | | | 6.28 | | |
| Real Estate Management & Development | | | | | | | | | | | | | | | | | | | |
| Associations, Inc. | | (5) (6) | | S + | | 6.50% (incl. 2.50% PIK) | | 12.16% | | 7/2/2027 | | 1,370 | | | 1,357 | | | 1,357 | | | 3.13 | | |
| MRI Software, LLC | | (5) (6) | | S + | | 5.50% | | 10.95% | | 2/10/2027 | | 2,128 | | | 2,119 | | | 2,116 | | | 4.88 | | |
| MRI Software, LLC | | (5) (6) (11) | | S + | | 5.50% | | 10.95% | | 2/10/2027 | | — | | | (1) | | | (1) | | | — | | |
| MRI Software, LLC | | (5) (6) (11) | | S + | | 5.50% | | 10.95% | | 2/10/2027 | | — | | | (1) | | | (1) | | | — | | |
| | | | | | | | | | | | | | 3,474 | | | 3,471 | | | 8.00 | | |
| Software | | | | | | | | | | | | | | | | | | | |
| Coupa Holdings, LLC | | (5) (7) | | S + | | 7.50% | | 12.86% | | 2/27/2030 | | 1,641 | | | 1,610 | | | 1,623 | | | 3.74 | | |
| Coupa Holdings, LLC | | (5) (7) (11) | | S + | | 7.50% | | 12.86% | | 2/27/2030 | | — | | | (1) | | | (1) | | | — | | |
| Coupa Holdings, LLC | | (5) (7) (11) | | S + | | 7.50% | | 12.86% | | 2/27/2029 | | — | | | (2) | | | (1) | | | — | | |
| E-Discovery AcquireCo, LLC | | (5) (6) | | S + | | 6.50% | | 11.89% | | 8/29/2029 | | 458 | | | 447 | | | 450 | | | 1.04 | | |
| E-Discovery AcquireCo, LLC | | (5) (6) (11) | | S + | | 6.50% | | 11.89% | | 8/29/2029 | | — | | | (1) | | | (1) | | | — | | |
| GS AcquisitionCo, Inc. | | (5) (6) | | S + | | 5.75% | | 11.00% | | 5/22/2026 | | 1,116 | | | 1,109 | | | 1,116 | | | 2.57 | | |
| GS AcquisitionCo, Inc. | | (5) (6) (11) | | S + | | 5.75% | | 11.00% | | 5/22/2026 | | — | | | — | | | — | | | — | | |
| | | | | | | | | | | | | | 3,162 | | | 3,186 | | | 7.35 | | |
| Wireless Telecommunication Services | | | | | | | | | | | | | | | | | | | |
| Mobile Communications America, Inc. | | (5) (6) | | S + | | 6.00% | | 11.35% | | 10/16/2029 | | 1,024 | | | 1,009 | | | 1,009 | | | 2.33 | | |
| Mobile Communications America, Inc. | | (5) (6) (11) | | S + | | 6.00% | | 11.35% | | 10/16/2029 | | — | | | (2) | | | (2) | | | — | | |
| Mobile Communications America, Inc. | | (5) (6) (11) | | S + | | 6.00% | | 11.35% | | 10/16/2029 | | — | | | (2) | | | (2) | | | — | | |
| | | | | | | | | | | | | | 1,005 | | | 1,005 | | | 2.32 | | |
| Total First Lien Debt | | | | | | | | | | | | | | $ | 51,370 | | | $ | 51,529 | | | 118.82 | | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated(1) (2) | | Footnotes | | Reference Rate and Spread | | Interest Rate(3) | | Acquisition Date | | Par Amount/ Shares | | Cost(4) | | Fair Value | | Percentage of Net Assets | |
| Common Equity | | | | | | | | | | | | | | | | | | | |
| Reveal Data Solutions | | (5) (10) | | | | | | | | 8/29/2023 | | 12,307 | | | $ | 16 | | | $ | 16 | | | 0.04 | | % |
| Total Common Equity | | | | | | | | | | | | | | 16 | | | 16 | | | 0.04 | | |
| Total Other Investments | | | | | | | | | | | | | | $ | 16 | | | $ | 16 | | | 0.04 | | % |
| Total Portfolio Investments | | | | | | | | | | | | | | $ | 51,386 | | | $ | 51,545 | | | 118.85 | | % |
North Haven Private Income Fund A LLC
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
| | | | | |
| (1) | Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2023, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2023, the Company is not an “affiliated person” of any of its portfolio companies. |
| (2) | Unless otherwise indicated, the Company's investments are pledged as collateral supporting the amounts outstanding under the SMBC Facility (as defined below). See Note 6 "Debt". |
| (3) | Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either EURIBOR ("E"), or SOFR ("S") or an alternate base rate (commonly based on the Federal Funds Rate ("F") or the U.S. Prime Rate ("P")), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2023. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2023. As of December 31, 2023, the reference rates for our variable rate loans were the 1-month S at 5.35%, 3-month S at 5.33%, 6-month S at 5.16% and the P at 8.50%. |
| (4) | The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method. |
| (5) | These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Company’s Valuation Designee (the “Valuation Designee”), under the supervision of the Company’s Board of Directors (the “Board of Directors” or “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy. |
| |
| (6) | Loan includes interest rate floor of 1.00%. |
| (7) | Loan includes interest rate floor of 0.75%. |
| (8) | Loan includes interest rate floor of 0.50%. |
| (9) | The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2023 non-qualifying assets represented 2.47% of total assets as calculated in accordance with regulatory requirements. |
| (10) | Securities exempt from registration under the Securities Act of 1933, as amended, and may be deemed to be “restricted securities”. As of December 31, 2023, the aggregate fair value of these securities is $16 or 0.04% of the Company’s net assets. The initial acquisition dates have been included for such securities. |
(11)Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments as of December 31, 2023.
| | | | | | | | | | | | | | | |
| Investments — non-controlled/non-affiliated | | Commitment Type | Commitment Expiration Date | Unfunded Commitment | Fair Value |
| First Lien Debt | | | | | |
| AWP Group Holdings, Inc. | | Delayed Draw Term Loan | 08/01/2025 | $ | 559 | | $ | (8) | |
| AWP Group Holdings, Inc. | | Revolver | 12/24/2029 | 176 | | (3) | |
| Avalara, Inc. | | Revolver | 10/19/2028 | 109 | | — | |
| Bradyifs Holdings, LLC | | Delayed Draw Term Loan | 10/31/2025 | 139 | | (2) | |
| Bradyifs Holdings, LLC | | Revolver | 10/31/2029 | 142 | | (3) | |
| Bullhorn, Inc. | | Revolver | 09/30/2026 | 54 | | — | |
| Chase Intermediate, LLC | | Delayed Draw Term Loan | 08/31/2025 | 700 | | (13) | |
| Chase Intermediate, LLC | | Revolver | 10/30/2028 | 35 | | (1) | |
| Coupa Holdings, LLC | | Delayed Draw Term Loan | 08/27/2024 | 147 | | (2) | |
| Coupa Holdings, LLC | | Revolver | 02/27/2029 | 112 | | (1) | |
| E-Discovery AcquireCo, LLC | | Revolver | 08/29/2029 | 42 | | (1) | |
| GPS Merger Sub, LLC | | Delayed Draw Term Loan | 10/02/2025 | 335 | | (3) | |
| GPS Merger Sub, LLC | | Revolver | 10/02/2029 | 268 | | (5) | |
| GS AcquisitionCo, Inc. | | Revolver | 05/22/2026 | $ | 75 | | $ | — | |
North Haven Private Income Fund A LLC
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
| | | | | | | | | | | | | | | |
| Investments — non-controlled/non-affiliated | | Commitment Type | Commitment Expiration Date | Unfunded Commitment | Fair Value |
| Galway Borrower, LLC | | Delayed Draw Term Loan | 04/28/2024 | 624 | | (7) | |
| Gateway US Holdings, Inc. | | Revolver | 09/22/2026 | 54 | | — | |
| Helios Service Partners, LLC | | Delayed Draw Term Loan | 07/02/2025 | 211 | | (2) | |
| Helios Service Partners, LLC | | Revolver | 03/19/2027 | 19 | | — | |
| Higginbotham Insurance Agency, Inc. | | Delayed Draw Term Loan | 08/23/2025 | 267 | | — | |
| Hyland Software, Inc. | | Revolver | 09/19/2029 | 90 | | (1) | |
| Inszone Mid, LLC | | Delayed Draw Term Loan | 10/11/2025 | 863 | | (9) | |
| Inszone Mid, LLC | | Revolver | 12/11/2029 | 117 | | (2) | |
| Integrity Marketing Acquisition, LLC | | Revolver | 08/27/2026 | 63 | | (1) | |
| Iris Buyer, LLC | | Delayed Draw Term Loan | 02/10/2030 | 171 | | (3) | |
| Iris Buyer, LLC | | Revolver | 02/10/2029 | 199 | | (5) | |
| KENG Acquisition, Inc. | | Delayed Draw Term Loan | 01/08/2025 | 183 | | (2) | |
| KENG Acquisition, Inc. | | Revolver | 01/08/2029 | 70 | | (1) | |
| MRI Software, LLC | | Delayed Draw Term Loan | 12/19/2025 | 195 | | (1) | |
| MRI Software, LLC | | Revolver | 10/02/2027 | 176 | | (1) | |
| Magneto Components Buyco, LLC | | Delayed Draw Term Loan | 05/06/2025 | 507 | | (6) | |
| Magneto Components Buyco, LLC | | Revolver | 05/12/2029 | 423 | | (11) | |
| Mobile Communications America, Inc. | | Delayed Draw Term Loan | 10/16/2025 | 330 | | (2) | |
| Mobile Communications America, Inc. | | Revolver | 10/16/2029 | 165 | | (2) | |
| PPV Intermediate Holdings, LLC | | Delayed Draw Term Loan | 08/31/2025 | 670 | | (6) | |
| Peter C. Foy & Associates Insurance Services, LLC | | Delayed Draw Term Loan | 10/19/2024 | 600 | | (3) | |
| Portfolio Group | | Delayed Draw Term Loan | 05/01/2024 | 465 | | (4) | |
| RSC Acquisition, Inc. | | Delayed Draw Term Loan | 02/14/2025 | 43 | | — | |
| Sonny's Enterprises, LLC | | Delayed Draw Term Loan | 05/11/2024 | 96 | | — | |
| Sonny's Enterprises, LLC | | Revolver | 05/08/2027 | 145 | | — | |
| Summit Buyer, LLC | | Delayed Draw Term Loan | 08/25/2025 | 788 | | (19) | |
| Summit Buyer, LLC | | Revolver | 01/14/2026 | 91 | | (2) | |
| Superman Holdings, LLC | | Delayed Draw Term Loan | 01/05/2025 | 95 | | (1) | |
| Tank Holding Corp. | | Delayed Draw Term Loan | 05/22/2024 | 237 | | (5) | |
| Tidi Legacy Products, Inc. | | Delayed Draw Term Loan | 06/19/2025 | 362 | | (4) | |
| Tidi Legacy Products, Inc. | | Revolver | 12/19/2029 | 261 | | (5) | |
| Trintech, Inc. | | Revolver | 07/25/2029 | 102 | | (2) | |
| VRC Companies, LLC | | Revolver | 06/29/2027 | 59 | | — | |
| Vensure Employer Services, Inc. | | Delayed Draw Term Loan | 06/15/2025 | 307 | | (3) | |
| Vertex Service Partners, LLC | | Delayed Draw Term Loan | 08/11/2025 | 454 | | (7) | |
| Vertex Service Partners, LLC | | Revolver | 08/11/2030 | 81 | | (2) | |
| YI, LLC | | Delayed Draw Term Loan | 06/06/2025 | 357 | | (4) | |
| YI, LLC | | Revolver | 03/12/2029 | 267 | | (5) | |
| iCIMS, Inc. | | Delayed Draw Term Loan | 08/18/2025 | $ | 188 | | $ | — | |
North Haven Private Income Fund A LLC
Consolidated Schedule of Investments
December 31, 2023
(In thousands)
| | | | | | | | | | | | | | | |
| Investments — non-controlled/non-affiliated | | Commitment Type | Commitment Expiration Date | Unfunded Commitment | Fair Value |
| iCIMS, Inc. | | Revolver | 08/18/2028 | 70 | | — | |
| Total First Lien Debt Unfunded Commitments | | | | $ | 13,358 | | $ | (170) | |
| Total Unfunded Commitments | | | | $ | 13,358 | | $ | (170) | |
The accompanying notes are an integral part of these unaudited consolidated financial statements
North Haven Private Income Fund A LLC
Notes to the Consolidated Financial Statements (Unaudited)
September 30, 2024
(In thousands, except unit and per unit amounts)
(1) ORGANIZATION
North Haven Private Income Fund A LLC (the “Company”) is a non-diversified, externally managed specialty finance company focused on lending to middle market companies. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for US federal income tax purposes, the Company intends to elect to be treated, and to comply with the requirements to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is not a subsidiary of, or consolidated with, Morgan Stanley.
The Company was formed as a Delaware limited liability company on November 30, 2022 with the name “PIF 2 LLC.” The Company changed its name to “North Haven Private Income Fund A LLC” on January 9, 2023. The Company commenced operations on July 17, 2023. The Company is externally managed by MS Capital Partners Adviser Inc., an indirect wholly owned subsidiary of Morgan Stanley (the “Adviser” or “Investment Adviser”). The Investment Adviser is an indirect, wholly owned subsidiary of Morgan Stanley.
The Company’s investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies in which private equity sponsors have a controlling equity stake in the portfolio company.
The Company is conducting a continuous private offering of its units in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Company has offered and intends to offer one class of units, Class I Units (the “Units”) in its continuous private offering.
(2)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).
The interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments and reclassifications, consisting solely of normal recurring accruals considered necessary for the fair presentation of consolidated financial statements for the interim period presented, have been included. The current period’s results of operations will not necessarily be indicative of results that the Company may ultimately achieve for the year ending December 31, 2024.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Such amounts could differ from those estimates and such differences could be material. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. Assumptions and estimates regarding the valuation of investments involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements.
Consolidation
As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company’s wholly owned subsidiaries in the consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation.
The Company has formed wholly owned subsidiaries for the purpose of holding certain investments in portfolio companies made by the Company. The Company’s wholly owned subsidiaries were formed as Delaware limited liability companies and included: Broadway Funding Holdings II LLC (“Broadway”), PIF A CA SPV LLC (“CA SPV”), PIF A Financing SPV LLC (“Financing SPV”) and PIF A Equity Holdings LLC (“Equity Holdings,” and collectively with Broadway, CA SPV and Financing SPV, the “subsidiaries”). The Company consolidates its wholly owned subsidiaries in these consolidated financial statements from the date of the respective subsidiary’s formation.
Cash
Cash is carried at cost, which approximates fair value. The Company deposits its cash with multiple financial institutions and, at times, may exceed the Federal Deposit Insurance Corporation insured limit.
Investments
Investment transactions are recorded on the trade date. Receivables/payables from investments sold/purchased on the Consolidated Statements of Financial Condition consist of amounts receivable to or payable by the Company for transactions that have not settled at the reporting date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.
The Company’s Board of Directors (the “Board of Directors” or “Board”), with the assistance of the Company’s audit committee (the “Audit Committee”), determines the fair value of the Company’s investments in accordance with ASC Topic 820, Fair Value Measurement (“ASC 820”) issued by the FASB. The Board of Directors has delegated to the Investment Adviser as the valuation designee (the “Valuation Designee”) the responsibility of determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors, pursuant to Rule 2a-5 under the 1940 Act. As such, the Valuation Designee is charged with determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors. ASC 820 defines fair value as “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.” Fair value is a market-based measurement, not an entity-specific measurement. For some investments, observable market transactions or market information might be available. For other investments, observable market transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same—to estimate the price when an orderly transaction to sell the investment would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant). Refer to Note 5 “Fair Value Measurements” for the Company's framework for determining fair value, fair value hierarchies, and the composition of the Company's portfolio.
Revenue Recognition
Interest Income
Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective investment using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Exit fees that are receivable upon repayment of a loan or debt security are amortized into interest income over the life of the respective investment. Upon prepayment of a loan or debt investment, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.
PIK Income
The Company has debt investments in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in PIK income on the Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through PIK income. This non-cash source of income is included when determining what must be paid out to unitholders in the form of distributions in order for the Company to qualify as a RIC, even though the Company has not yet collected cash.
Dividend Income
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies. Dividend income is presented net of withholding tax, if any.
Other Income
The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment and syndication fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized in income when earned or when the services are rendered and there is no uncertainty or contingency related to the amount to be received.
Non-Accrual Investments
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid current and, in management’s judgment, are likely to remain current. Management may determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
As of September 30, 2024 and December 31, 2023, the Company had no investments on non-accrual status.
Organization and Offering Costs
Costs associated with the organization of the Company are expensed as incurred. These costs consist primarily of legal fees and other costs of organizing the Company. Costs associated with the offering of units are capitalized as “deferred offering costs” on the Consolidated Statements of Financial Condition and amortized over a twelve-month period from incurrence of such offering of Units. These costs consist primarily of legal fees and other costs incurred in connection with the Company’s continuous private offerings of its Units.
Deferred Financing Costs
The Company records upfront fees, legal and other direct costs incurred in connection with the Company’s issuance of revolving credit facilities (the “Deferred Financing Costs”). These costs are deferred and amortized over the life of the related revolving credit facilities using the straight-line method. Deferred Financing Costs related to revolving credit facilities are presented separately as an asset on the Company’s Consolidated Statements of Financial Condition. The amortization of such Deferred Financing Costs are presented on the Consolidated Statements of Operations as interest expense and other financing expenses.
Income Taxes
The Company intends to elect to be treated as a RIC under Subchapter M of the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its unitholders as distributions.
In order to qualify as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay income taxes only on the portion of its taxable income and gains it does not distribute.
The minimum distribution requirements applicable to RICs require the Company to distribute to its unitholders at least 90% of its investment company taxable income (the “ICTI”), as defined by the Code, each year. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year distributions into the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a distribution declared prior to filing the final tax return related to the year which generated such ICTI.
In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. For both the three and nine months ended September 30, 2024 and September 30, 2023, the Company did not accrue any U.S. federal excise tax.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. All penalties and interest associated with income taxes, if any, are included in income tax expense.
New Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” (“ASU 2023-09”). ASU 2023-09 requires additional disaggregated disclosures on the entity’s effective tax rate reconciliation and additional details on income taxes paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. The Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements.
(3)RELATED PARTY TRANSACTIONS
Investment Advisory Agreement
On January 31, 2023, the Company entered into an investment advisory agreement with the Investment Adviser (the “Investment Advisory Agreement”). The Investment Advisory Agreement had an initial term of two years and continues thereafter from year to year if approved annually by the Board of Directors or the Company’s unitholders, including, in each case, a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act (the “Independent Directors”). The renewal of the Investment Advisory Agreement was most recently approved in August 2024.
The Company pays the Investment Adviser a fee for its services under the Investment Advisory Agreement consisting of two components: a base management fee and an incentive fee. The cost of both the base management fee and the incentive fee are ultimately be borne by the unitholders.
Base Management Fee
The base management fee is calculated at an annual rate of 1.25% of the Company’s average net asset value at the end of the two most recently completed calendar months. All or part of the base management fee not taken as to any month will be deferred without interest and may be taken in any subsequent month prior to the termination of the Investment Advisory Agreement and any such recoupment would be subject to any applicable expense waiver. Base management fees for any partial month are prorated based on the number of days in the month. The base management fee is payable quarterly in arrears, any base management fees waived are not subject to recoupment by the Adviser. The Investment Adviser has agreed to irrevocably waive its base management fee through September 30, 2024.
For the three and nine months ended September 30, 2024, base management fees were $423 and $931, respectively, and the Investment Adviser irrevocably agreed to waive $423 and $931, respectively. For the three and nine months ended September 30, 2023, base management fees were $68 and $68, respectively, and the Investment Adviser irrevocably agreed to waive $68 and $68, respectively. As of September 30, 2024 and December 31, 2023, $— and $— was payable to the Investment Adviser relating to base management fees.
Incentive Fee
The incentive fee consists of two components that are determined independently of each other, with the result that one component may be payable even if the other is not. One component is based on income and the other component is based on capital gains.
i. Incentive Fee based on Income
Pre-incentive fee net investment income is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the base management fee, expenses payable under the Administration Agreement (as defined below) and any interest expense and distributions paid on any issued and outstanding preferred units, but excluding the incentive fee and any servicing fees and/or distribution fees paid to broker dealers. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as debt instruments with PIK interest and zero coupon securities), accrued income that the Company has not yet received in cash. The Investment Adviser is not obligated to return any incentive fee it receives on PIK interest that is later determined to be uncollectible in cash.
Pursuant to the Investment Advisory Agreement, the Company pays the Investment Adviser an incentive fee with respect to its pre-incentive fee net investment income as follows:
•No incentive fee based on pre-incentive fee net investment income in any calendar quarter in which pre-incentive fee net investment income does not exceed a hurdle rate of 1.25% (5% annualized);
•100% of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.4286% in any quarter (5.7143% annualized). The Company refers to this portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.4286%) as the “catch-up.” The “catch-up” is meant to provide the Investment Adviser with approximately 12.5% of pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.4286% in any calendar quarter; and
•12.5% of the pre-incentive fee net investment income, if any, that exceeds 1.4286% in any calendar quarter (5.7143% annualized), which reflects that once the hurdle rate is reached and the catch-up is achieved, 12.5% of all pre-incentive fee net investment income is paid to the Investment Adviser.
The Investment Adviser has agreed to irrevocably waive its incentive fee based on net investment income through September 30, 2024.
For the three and nine months ended September 30, 2024, income-based incentive fees were $499, and $1,004, respectively, and the Investment Adviser irrevocably agreed to waive $499, and $1,004, respectively. For the three and nine months ended September 30, 2023, income-based incentive fees were $—, and $—, respectively. Any income-based incentive fees waived are not subject to recoupment by the Adviser.
ii. Incentive Fee based on Capital Gains
The second part of the incentive fee is determined on realized capital gains calculated and payable in arrears in cash as of the end of each calendar year or upon the termination of the Investment Advisory Agreement in an amount equal to 12.5% of the realized capital gains, if any, on a cumulative basis from the date of the Company’s election to be regulated as a BDC through the end of a given calendar year or upon the termination of the Investment Advisory Agreement, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees (the “Cumulative Capital Gains”).
Under U.S. GAAP, the Company is required to accrue an incentive fee on capital gains, including unrealized capital appreciation even though such unrealized capital appreciation is not included in calculating the incentive fee payable under the Investment Advisory Agreement. If such amount is positive at the end of a period, then the Company records an incentive fee on capital gain incentive fee equal to 12.5% of such amount, less the aggregate amount of any previously paid capital gain incentive fees. If such amount is negative, no accrual is recorded for such period.
For the three and nine months ended September 30, 2024, capital gains incentive fees accrued to the Investment Adviser were $6 and $46, respectively. For the three and nine months ended September 30, 2023, capital gains incentive fees accrued to the Investment Adviser were $11 and $11, respectively.
The Investment Advisory Agreement does not include unrealized capital appreciation for purposes of calculating the amount payable to the Investment Adviser. Amounts due related to unrealized capital appreciation, if any, will not be paid to the Investment Adviser until realized under the terms of the Investment Advisory Agreement and determined based on the calculation. Incentive fees on Cumulative Capital Gains crystallize at calendar year-end.
Administration Agreement
MS Private Credit Administrative Services LLC (the “Administrator”) is the administrator of the Company pursuant to the administration agreement between the Company and the Administrator dated January 31, 2023 (the “Administration Agreement”). The Administrator is an indirect, wholly owned subsidiary of Morgan Stanley. Pursuant to the Administration Agreement, the Administrator provides services and receives reimbursements from the Company for its costs and expenses and the Company’s allocable portion of overhead costs incurred by the Administrator in performing its obligations under the Administration Agreement, including the Company’s allocable portion of the cost of its Chief Financial Officer and Chief Compliance Officer. Reimbursement under the Administration Agreement occurs quarterly in arrears. The Administration Agreement has an initial term of two years and continues thereafter from year to year if approved annually by the Board of Directors.
For the three and nine months ended September 30, 2024, the Company incurred $(6) and $58, respectively, of expenses under the Administration Agreement, which were recorded in administrative service fees on the Consolidated Statements of Operations. For the three and nine months ended September 30, 2023, the Company incurred $9 and $9, respectively, of expenses under the Administration Agreement, which were recorded in administrative service fees on the Consolidated Statements of Operations. Amounts unpaid and included in the payable to affiliates on the Consolidated Statements of Financial Condition as of September 30, 2024 and December 31, 2023 was $23 and $27, respectively.
Placement Agent Agreements
On January 31, 2023, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with Morgan Stanley Distribution Inc. (the “Paying Agent”), Morgan Stanley Smith Barney LLC (the “Placement Agent”) and the Investment Adviser. Under the terms of the Placement Agent Agreement, the Placement Agent and certain of its affiliates assist in the placement of Units in the Company’s private offering. The Company is not liable for any payments to the Placement Agent pursuant to the Placement Agent Agreement, which payments are made by the Investment Adviser and, to the extent the Paying Agent receives any payments, the Paying Agent.
On August 14, 2023, the Company entered into a placement agency agreement (the “MSDI Agreement”) with Morgan Stanley Distribution Inc. (“MSDI”). Under the terms of the MSDI Agreement, MSDI assists in the placement of Units in the Company’s private offering.
Expense Support and Conditional Reimbursement Agreement
On January 31, 2023, the Company entered into an Expense Support and Conditional Reimbursement Agreement with the Investment Adviser (the “Expense Support Agreement”). The Investment Adviser may elect to pay the Company’s expenses on its behalf (each, an “Expense Payment”), provided that no portion of the payment will be used to pay any of the Company’s interest expense. The Expense Support Agreement may require the Company to repay the Investment Adviser for previously waived reimbursement of
expense payments under certain circumstances. The previously waived expenses are potentially subject to repayment by the Company, if at all, within a period not to exceed three years from the date of the relevant waiver.
For the three and nine months ended September 30, 2024, there were $— and $325, respectively, of Expense Payments under the Expense Support Agreement, which were recorded in expense support on the Consolidated Statements of Operations. For the three and nine months ended September 30, 2023, there were $555 and $555, respectively, of Expense Payments under the Expense Support Agreement, which were recorded in expense support on the Consolidated Statements of Operations.
MS Credit Partners Holdings, Inc. Investment
MS Credit Partners Holdings, Inc., (“MS Credit Partners Holdings”) an indirect, wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, has entered into subscription agreements to purchase Units up to an aggregate amount of $25,000 or such amount so that the Company is not considered to be “controlled” by Morgan Stanley or its affiliates for purposes of the Bank Holding Company Act of 1956, as amended from time to time. MS Credit Partners Holdings has no further capital, liquidity or other financial obligation to the Company beyond this equity investment.
(4) INVESTMENTS
The composition of the Company’s investment portfolio was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2024 | | December 31, 2023(2) | |
| | Cost | | Fair Value | | % of Total Investments at Fair Value | | Cost | | Fair Value | | % of Total Investments at Fair Value | |
| First Lien Debt | | $ | 220,458 | | | $ | 220,959 | | | 99.6 | % | | $ | 51,370 | | | $ | 51,529 | | | 100.0 | % | |
Other Debt Investments | | 605 | | | 607 | | | 0.3 | | | — | | | — | | | — | | |
Equity | | 243 | | | 261 | | | 0.1 | | | 16 | | | 16 | | | — | | (1) |
| Total | | $ | 221,306 | | | $ | 221,827 | | | 100.0 | % | | $ | 51,386 | | | $ | 51,545 | | | 100.0 | % | |
(1) Amount rounds to less then.0.0%
(2) The Company reclassified certain investment composition groupings by breaking out Other Securities into Other Debt Investments and Equity. These reclassifications had no impact on the Consolidated Statement of Financial Condition as of December 31, 2023
The industry composition of investments at fair value was as follows: | | | | | | | | | | | | | | | | | | |
| | September 30, 2024 | | December 31, 2023 | | |
| Aerospace & Defense | | 1.3 | % | | — | % | | |
| | | | | | |
| Automobile Components | | 0.4 | | | 1.6 | | | |
| Automobiles | | 3.4 | | | 3.7 | | | |
| Beverages | | 0.4 | | | — | | | |
| Biotechnology | | 3.4 | | | — | | | |
| | | | | | |
| Building Products | | 3.1 | | | — | | | |
| Chemicals | | 1.3 | | | 5.5 | | | |
| Commercial Services & Supplies | | 12.2 | | | 9.4 | | | |
| Construction & Engineering | | 2.0 | | | 0.8 | | | |
| | | | | | |
| | | | | | |
| Consumer Staples Distribution & Retail | | 1.0 | | | — | | | |
| Containers & Packaging | | 1.0 | | | 3.6 | | | |
| Distributors | | 1.3 | | | 5.4 | | | |
| Diversified Consumer Services | | 8.1 | | | 0.9 | | | |
| | | | | | |
| Electronic Equipment, Instruments & Components | | 2.5 | | | 10.6 | | | |
| | | | | | |
| Financial Services | | 2.2 | | | 3.6 | | | |
| Ground Transportation | | 0.7 | | | — | | | |
| Health Care Equipment & Supplies | | 2.0 | | | 5.8 | | | |
| Health Care Providers & Services | | 4.5 | | | 9.3 | | | |
| Health Care Technology | | 2.2 | | | 3.6 | | | |
| | | | | | |
| Household Products | | 0.4 | | | — | | | |
Industrial Conglomerates | | 0.6 | | | — | | | |
| Insurance Services | | 10.1 | | | 13.9 | | | |
| | | | | | |
| IT Services | | 3.7 | | | — | | | |
| | | | | | | | | | | | | | | | | | |
| Leisure Products | | 0.2 | | | — | | | |
| Life Sciences Tools & Services | | 3.1 | | | — | | | |
Machinery | | 1.0 | | | — | | (1) | |
| | | | | | |
| | | | | | |
| Multi-Utilities | | 0.8 | | | 2.2 | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| Professional Services | | 4.0 | | | 5.3 | | | |
| Real Estate Management & Development | | 3.0 | | | 6.7 | | | |
| Software | | 19.2 | | | 6.2 | | | |
| Specialty Retail | | 0.2 | | | — | | | |
| Wireless Telecommunication Services | | 0.7 | | | 1.9 | | | |
| Total | | 100.0 | % | | 100.0 | % | | |
(1) Amount rounds to less than 0.0%.
The geographic composition of investments at cost and fair value was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2024 | | December 31, 2023 | | |
| Geographic | | Cost | | Fair Value | | % of Total Investments at Fair Value | | Cost | | Fair Value | | % of Total Investments at Fair Value | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| Canada | | $ | 5,917 | | | $ | 5,939 | | | 2.7 | % | | $ | 1,808 | | | $ | 1,841 | | | 3.6 | % | | | | | | |
| | | | | | | | | | | | | | | | | | |
| United States | | 215,389 | | | 215,888 | | | 97.3 | | | 49,578 | | | 49,704 | | | 96.4 | | | | | | | |
| Total | | $ | 221,306 | | | $ | 221,827 | | | 100.0 | % | | $ | 51,386 | | | $ | 51,545 | | | 100.0 | % | | | | | | |
(5) FAIR VALUE MEASUREMENTS
ASC 820 establishes a hierarchical disclosure framework which ranks the observability of inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instruments and their specific characteristics. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.
The three-level hierarchy for fair value measurement is defined as follows:
Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical financial instruments as of the measurement date. The types of financial instruments in this category include unrestricted securities, including equities and derivatives, listed in active markets. The Company will not adjust the quoted price for these instruments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.
Level 2—inputs to the valuation methodology are quoted prices in markets that are not active or for which all significant inputs are either directly or indirectly observable as of the measurement date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in markets that are not active, and certain over-the-counter derivatives where the fair value is based on observable inputs.
Level 3—inputs to the valuation methodology are unobservable and significant to the overall fair value measurement, and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. The types of financial instruments in this category include investments in privately held entities, non-investment grade residual interests in securitizations and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.
Pursuant to the framework set forth above, the Company values securities traded in active markets on the measurement date by multiplying the exchange closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The Company may also obtain quotes with respect to certain of the investments from pricing services, brokers or dealers' quotes, or counterparty marks in order to value liquid assets that are not traded in active markets. Pricing services aggregate, evaluate and report pricing from a variety of sources including observed trades of identical or similar securities, broker or dealer quotes, model-based valuations and internal fundamental analysis and research. When doing so, the Company determines whether the quote obtained is sufficient according to U.S. GAAP to determine the fair value of the security. If determined adequate, the Company uses the quote obtained.
Securities that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Valuation Designee or the Board of Directors, does not represent fair value, each is valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data is available. These valuation techniques may vary by investment but include comparable public market valuations, comparable precedent transaction valuations and discounted cash flow analyses. Non-controlled debt investments are generally fair valued using discounted cash flow technique. Expected cash flows are projected based on contractual terms and discounted back to the measurement date based on a discount rate. Discount rate is determined based upon an assessment of current and expected yields for similar investments and risk profiles. Non-controlled equity investments are generally fair valued using a market approach and/or an income approach. The market approach typically utilizes market value multiples of comparable publicly traded companies. The income approach typically utilizes a discounted cash flow analysis of the portfolio company. The Valuation Designee, under the supervision of the Board of Directors, undertakes a multi-step valuation process each quarter, as described below:
1)each portfolio company or investment is initially valued by using a standardized template designed to approximate fair market value based on observable market inputs and updated credit statistics and unobservable inputs;
2)preliminary valuation conclusions are documented and reviewed by a valuation committee comprised of members of the Investment Adviser’s senior management;
3)the Board of Directors or Valuation Designee engages independent third-party valuation firms to provide positive assurance on a portion of the Company’s illiquid investments each quarter (such that each illiquid investment is reviewed by an independent valuation firm at least once on a rolling twelve month basis) including review of management’s preliminary valuation and conclusion of fair value;
4)the Audit Committee reviews the assessments of the Valuation Designee and the independent third-party valuation firms and provides the Board of Directors with recommendations with respect to the fair value of each investment in the Company’s portfolio; and
5)the Board of Directors discusses the valuation recommendations of the Audit Committee and determine the fair value of each investment in the Company’s portfolio in good faith based on the input of the Valuation Designee and, where applicable, the third-party valuation firms.
The fair value is generally determined based on the assessment of the following factors, as relevant:
•the nature and realizable value of any collateral;
•call features, put features and other relevant terms of debt;
•the portfolio company’s leverage and ability to make payments;
•the portfolio company’s public or “private letter” credit ratings;
•the portfolio company’s actual and expected earnings and discounted cash flow;
•prevailing interest rates for like securities and expected volatility in future interest rates;
•the markets in which the issuer does business and recent economic and/or market events; and
•comparisons to publicly traded securities.
Investment performance data utilized will be the most recently available as of the measurement date which in many cases may reflect up to a one quarter lag in information.
The Board of Directors is ultimately responsible for the determination, in good faith, of the fair value of the Company’s portfolio investments.
The following tables present the fair value hierarchy of the investments as of:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2024 | | December 31, 2023(1) | |
| | Level 1 | | Level 2 | | Level 3 | | Total | | Level 1 | | Level 2 | | Level 3 | | Total | | | | | | |
| First Lien Debt | | $ | — | | | $ | 22,627 | | | $ | 198,332 | | | $ | 220,959 | | | $ | — | | | $ | 1,900 | | | $ | 49,629 | | | $ | 51,529 | | | | | | | |
| Other Debt Investments | | — | | | — | | | 607 | | | 607 | | | — | | | — | | | — | | | — | | | | | | | |
| Equity | | — | | | — | | | 261 | | | 261 | | | — | | | — | | | 16 | | | 16 | | | | | | | |
| Total | | $ | — | | | $ | 22,627 | | | $ | 199,200 | | | $ | 221,827 | | | $ | — | | | $ | 1,900 | | | $ | 49,645 | | | $ | 51,545 | | | | | | | |
(1) The Company reclassified certain investment composition groupings by breaking out Other Securities into Other Debt Investments and Equity. These reclassifications had no impact on the Consolidated Statement of Financial Condition as of December 31, 2023.
The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the three months ended September 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | First Lien Debt | | | | Other Debt Investments | | Equity | | Total Investments |
| Fair value, beginning of period | | $ | 147,512 | | | | | $ | 585 | | | $ | 97 | | | $ | 148,194 | |
Purchases of investments (1) | | 60,800 | | | | | — | | | 146 | | | 60,946 | |
Proceeds from principal repayments and sales of investments (2) | | (9,318) | | | | | — | | | — | | | (9,318) | |
| Accretion of discount/amortization of premium | | 161 | | | | | — | | | — | | | 161 | |
| Payment-in-kind | | 31 | | | | | 20 | | | — | | | 51 | |
| Net change in unrealized appreciation (depreciation) | | 136 | | | | | 2 | | | 18 | | | 156 | |
| Net realized gains (losses) | | 5 | | | | | — | | | — | | | 5 | |
Transfers into/out of Level 3 (3) | | (995) | | | | | — | | | — | | | (995) | |
| Fair value, end of period | | $ | 198,332 | | | | | $ | 607 | | | $ | 261 | | | $ | 199,200 | |
| | | | | | | | | | |
| Net change in unrealized appreciation (depreciation) from investments still held as of September 30, 2024 | | $ | 133 | | | | | $ | 2 | | | $ | 18 | | | $ | 153 | |
(1) Purchases may include investments received in corporate actions and restructurings.
(2) Sales may include investments delivered in corporate actions and restructurings.
(3) Transfer of portfolio investments within the three-level hierarchy is recorded during the period of such reclassification occurrence at the fair value as of the beginning of the respective period. Generally, reclassifications are primarily due to increase/decrease of price transparency.
The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the nine months ended September 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | First Lien Debt | | | | Other Debt Investments | | Equity | | Total Investments |
| Fair value, beginning of period | | $ | 49,629 | | | | | $ | — | | | $ | 16 | | | $ | 49,645 | |
Purchases of investments (1) | | 160,610 | | | | | 577 | | | 226 | | | 161,413 | |
Proceeds from principal repayments and sales of investments (2) | | (11,891) | | | | | — | | | — | | | (11,891) | |
| Accretion of discount/amortization of premium | | 316 | | | | | — | | | — | | | 316 | |
| Payment-in-kind | | 77 | | | | | 28 | | | — | | | 105 | |
| Net change in unrealized appreciation (depreciation) | | 510 | | | | | 2 | | | 19 | | | 531 | |
| Net realized gains (losses) | | 5 | | | | | — | | | — | | | 5 | |
Transfers into/out of Level 3 (3) | | (924) | | | | | — | | | — | | | (924) | |
| Fair value, end of period | | $ | 198,332 | | | | | $ | 607 | | | $ | 261 | | | $ | 199,200 | |
| | | | | | | | | | |
| Net change in unrealized appreciation (depreciation) from investments still held as of September 30, 2024 | | $ | 502 | | | | | $ | 2 | | | $ | 19 | | | $ | 523 | |
(1) Purchases may include investments received in corporate actions and restructurings.
(2) Sales may include investments delivered in corporate actions and restructurings.
(3) Transfer of portfolio investments within the three-level hierarchy is recorded during the period of such reclassification occurrence at the fair value as of the beginning of the respective period. Generally, reclassifications are primarily due to increase/decrease of price transparency.
The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the three months ended September 30, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | First Lien Debt | | | | Other Debt Investments | | Equity | | Total Investments |
| Fair value, beginning of period | | $ | — | | | | | $ | — | | | $ | — | | | $ | — | |
| Purchases of investments | | 35,501 | | | | | 16 | | | — | | | 35,517 | |
| Proceeds from principal repayments and sales of investments | | (2,034) | | | | | — | | | — | | | (2,034) | |
| Accretion of discount/amortization of premium | | 34 | | | | | — | | | — | | | 34 | |
| Payment-in-kind | | — | | | | | — | | | — | | | — | |
| Net change in unrealized appreciation (depreciation) | | 86 | | | | | — | | | — | | | 86 | |
| | | | | | | | | | |
| Transfers into/out of Level 3 | | — | | | | | — | | | — | | | — | |
| Fair value, end of period | | $ | 33,587 | | | | | $ | 16 | | | $ | — | | | $ | 33,603 | |
| | | | | | | | | | |
| Net change in unrealized appreciation (depreciation) from investments still held as of September 30, 2023 | | $ | 86 | | | | | $ | — | | | $ | — | | | $ | 86 | |
The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the nine months ended September 30, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | First Lien Debt | | | | Other Debt Investments | | Equity | | Total Investments |
| Fair value, beginning of period | | $ | — | | | | | $ | — | | | $ | — | | | $ | — | |
| Purchases of investments | | 35,501 | | | | | 16 | | | — | | | 35,517 | |
| Proceeds from principal repayments and sales of investments | | (2,034) | | | | | — | | | — | | | (2,034) | |
| Accretion of discount/amortization of premium | | 34 | | | | | — | | | — | | | 34 | |
| Payment-in-kind | | — | | | | | — | | | — | | | — | |
| Net change in unrealized appreciation (depreciation) | | 86 | | | | | — | | | — | | | 86 | |
| | | | | | | | | | |
| Transfers into/out of Level 3 | | — | | | | | — | | | — | | | — | |
| Fair value, end of period | | $ | 33,587 | | | | | $ | 16 | | | $ | — | | | $ | 33,603 | |
| | | | | | | | | | |
| Net change in unrealized appreciation (depreciation) from investments still held as of September 30, 2023 | | $ | 86 | | | | | $ | — | | | $ | — | | | $ | 86 | |
The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments as of September 30, 2024 and December 31, 2023, respectively. The tables are not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to the Company’s determination of fair value.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2024 |
| | Fair
Value | | Valuation Technique (3) | | Significant Unobservable
Input | | Range | | Weighted Average (1) (2) |
| | | | | Low | | High | |
| Investments in first lien debt | | $ | 198,332 | | | Yield Analysis | | Discount Rate | | 7.79 | % | | 14.12 | % | | 9.15 | % |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Investments in other securities: | | | | | | | | | | | | |
| | | | | | | | | | | | |
| Other debt | | 607 | | | Yield Analysis | | Discount Rate | | | | | | 9.90 | % |
| Preferred equity | | 240 | | | Income Approach | | Discount Rate | | 9.88 | % | | 13.60 | % | | 12.15 | % |
| | | | | | | | | | | | |
| Common equity | | 1 | | | Market Approach | | EBITDA Multiple | | | | | | 15.00x |
| | 20 | | | Market Approach | | Revenue Multiple | | | | | | 7.58x |
| Total investment in other securities | | 868 | | | | | | | | | | | |
| Total Investments | | $ | 199,200 | | | | | | | | | | | |
(1) For an asset category that contains a single investment, the range is not included.
(2) Weighted average for an asset category consisting of multiple investments is calculated by weighting the significant unobservable input by the relative fair value of the investment. Weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment.
(3) During the nine months ended September 30, 2024, no positions transitioned valuation techniques or valuation approaches.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2023 |
| | Fair
Value | | Valuation Technique | | Significant Unobservable
Input | | Range | | Weighted Average(1) |
| | | | | Low | | High | |
| Investments in first lien debt | | $ | 49,629 | | | Yield Analysis | | Discount Rate | | 9.72 | % | | 12.03 | % | | 10.97 | % |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Common equity | | 16 | | | Market Approach | | Revenue Multiple | | 7.60x | | 7.60x | | 7.60x |
| | | | | | | | | | | | |
| Total Investments | | $ | 49,645 | | | | | | | | | | | |
(1) Weighted average is calculated by weighting the significant unobservable input by the relative fair value of the investment.
The significant unobservable input used in yield analysis is discount rate based on comparable market yields. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement. The significant unobservable input used in the market approach is the comparable company multiple. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value. The significant unobservable inputs used in the income approach are the comparative yield or discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value.
Financial instruments disclosed but not carried at fair value
The Company’s debt, including its credit facility, is presented at carrying value on the Consolidated Statements of Financial Condition. The fair value of the Company’s credit facility is estimated in accordance with the Company’s valuation policy. The carrying value and fair value of the Company’s debt were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2024 | | December 31, 2023 |
| Level | Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
| SMBC Facility | 3 | $ | 74,400 | | | $ | 74,400 | | | $ | 11,000 | | | $ | 11,000 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
The carrying amounts of the Company’s assets and liabilities, other than investments at fair value and debt, approximate fair value. These financial instruments are categorized as Level 3 within the hierarchy.
(6)DEBT
The Company’s outstanding debt obligations were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2024 | | December 31, 2023 |
| Aggregate Principal Committed | | Outstanding Principal | | Unused Portion | | Aggregate Principal Committed | | Outstanding Principal | | Unused Portion |
| SMBC Facility | $ | 315,000 | | | $ | 74,400 | | | $ | 240,600 | | | $ | 100,000 | | | $ | 11,000 | | | $ | 89,000 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
SMBC Facility
On July 19, 2023, the Company entered into a Senior Secured Revolving Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “SMBC Facility”) with the Company, as a borrower, Sumitomo Mitsui Banking Corporation (“SMBC”), as administrative agent, lead arranger, and sole bookrunner, and the lenders from time to time party thereto. Pursuant to the SMBC Facility, the lenders have agreed to extend credit to the Company in an aggregate principal amount of up to $315,000, subject to availability under a borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness. Maximum capacity under the SMBC Facility may be increased to $500,000 through the exercise by us of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The availability period of the SMBC Facility will terminate on July 25, 2028 and will mature on July 25, 2029.
The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Borrowings under the SMBC Facility bear interest at a per annum rate equal to, (x) for loans for which the Company elects the base rate option, the “alternate base rate” (which is the greater of (a) zero and (b) the highest of (i) the prime rate as publicly announced by The Wall Street Journal, (ii) the sum of the weighted average of the rates on overnight federal funds transactions, as published by the Federal Reserve Bank of New York plus 0.5%, and (iii) the rate per annum equal to 1% plus (x) the greater of (A) Term SOFR and (B) zero) plus 1.00% or 1.125%, based on certain borrowing base conditions and (y) for loans for which the Company elects the SOFR option, Term SOFR for such interest period, plus 2.125% or 2.25%, depending on certain borrowing base conditions. The Company pays an unused fee of 0.375% per annum on the daily unused amount of the revolver commitments. As of September 30, 2024, the Company was in compliance with all covenants and other requirements of the SMBC Facility.
The summary information of the SMBC Facility is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended | | For the Nine Months Ended | |
| | September 30, 2024 | | September 30, 2023 | | September 30, 2024 | | September 30, 2023 | |
| Borrowing interest expense | | $ | 1,119 | | | $ | 237 | | | $ | 1,258 | | | $ | 237 | | |
| Facility unused commitment fees | | 189 | | | 68 | | | 372 | | | 68 | | |
| Amortization of deferred financing costs | | 122 | | | 37 | | | 254 | | | 37 | | |
| Total | | $ | 1,430 | | | $ | 342 | | | $ | 1,884 | | | $ | 342 | | |
Weighted average interest rate(1) | | 7.58 | % | | 9.62 | % | | 7.68 | % | | 9.62 | % | |
Weighted average effective interest rate(2) | | 8.41 | % | | 11.12 | % | | 9.23 | % | | 11.12 | % | |
| Weighted average outstanding balance | | $ | 57,746 | | | $ | 11,959 | | | $ | 21,531 | | | $ | 11,959 | | |
(1) Excludes unused fees and financing costs
(2) Excludes unused fees
(7)COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company may enter into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise, and accordingly, the Company has not accrued any liability in connection with such indemnifications.
The Company’s investment portfolio contains debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of September 30, 2024 and December 31, 2023, the Company had $51,826 and $13,358, respectively, of unfunded commitments to fund delayed draw and revolving senior secured loans.
Warehouse Transaction
On April 10, 2023 and July 6, 2023, the Company entered into, and subsequently amended, a facility agreement with an unaffiliated third party to acquire its initial portfolio investments by purchasing certain investments owned and held by such third party concurrently with the initial closing of its private offering. On July 17, 2023, the Company satisfied the conditions set forth in the facility agreement and purchased an initial portfolio of $17,838 of gross commitments that consisted primarily of directly originated senior secured term loans issued by U.S. middle-market companies backed by private equity sponsors.
(8)MEMBERS’ CAPITAL
The following table shows the components of net distributable earnings (accumulated losses) as shown on the Consolidated Statements of Financial Condition:
| | | | | | | | | | | | | |
| | As of | |
| | September 30, 2024 | | December 31, 2023 | |
| Net distributable earnings, beginning of period | | $ | 354 | | | $ | (194) | | |
| Net investment income (loss) | | 8,305 | | | 1,527 | | |
| Net realized gain (loss) | | 7 | | | — | | |
| Net unrealized appreciation (depreciation) | | 362 | | | 159 | | |
| Distributions declared | | (7,478) | | | (1,340) | | |
| Tax reclassification of unitholders' equity | | — | | | 202 | | |
| Net distributable earnings, end of period | | $ | 1,550 | | | $ | 354 | | |
The following table summarizes the total Units issued and proceeds received from the closings of the Company’s continuous private offering that occurred for the nine months ended September 30, 2024 and 2023:
| | | | | | | | | | |
| Unit Issuance Date | | Class I Units Issued | | Proceeds Received |
For the nine months ended September 30, 2024 | | | | |
| January 01, 2024 | | 918,507 | | $ | 18,462 | |
| February 01, 2024 | | 366,271 | | 7,373 |
| March 01, 2024 | | 487,396 | | 9,826 |
| April 01, 2024 | | 583,000 | | 11,736 |
| May 01, 2024 | | 524,319 | | 10,555 |
| June 01, 2024 | | 997,355 | | 20,147 |
| July 01, 2024 | | 444,009 | | 8,969 |
| August 01, 2024 | | 277,270 | | 5,606 |
| September 01, 2024 | | 446,941 | | 9,059 |
| Total | | 5,045,068 | | | $ | 101,733 | |
For the nine months ended September 30, 2023 | | | | |
| July 17, 2023 | | 1,296,063 | | $ | 25,921 | |
| August 01, 2023 | | 8,989 | | 180 |
| September 01, 2023 | | 74,737 | | 1,494 |
| Total | | 1,379,789 | | | $ | 27,595 | |
The following table summarizes the Company’s distributions declared and payable for the nine months ended September 30, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Date Declared | | Record Date | | Payment Date | | Per Unit Amount | | | | Total Amount |
For the nine months ended September 30, 2024 | | | | | | | | | | |
| January 29, 2024 | | January 31, 2024 | | February 05, 2024 | | $ | 0.1591 | | | | | $ | 490 | |
| February 27, 2024 | | February 29, 2024 | | March 05, 2024 | | 0.1593 | | | | | 551 | |
| March 25, 2024 | | March 31, 2024 | | April 04, 2024 | | 0.1596 | | | | | 631 | |
| April 25, 2024 | | April 30, 2024 | | May 03, 2024 | | 0.1594 | | | | | 721 | |
| May 28, 2024 | | May 31, 2024 | | June 05, 2024 | | 0.1594 | | | | | 809 | |
| June 25, 2024 | | June 30, 2024 | | July 03, 2024 | | 0.1599 | | | | | 974 | |
| July 25, 2024 | | July 31, 2024 | | August 05, 2024 | | 0.1599 | | | | | 1,042 | |
| August 27, 2024 | | August 31, 2024 | | September 05, 2024 | | 0.1601 | | | | | 1,091 | |
| September 24, 2024 | | September 30, 2024 | | October 03, 2024 | | 0.1605 | | | | | 1,169 | |
| Total Distributions | | | | | | $ | 1.4372 | | | | | $ | 7,478 | |
For the nine months ended September 30, 2023 | | | | | | | | | | |
| August 30, 2023 | | August 31, 2023 | | September 06, 2023 | | $ | 0.1498 | | | | | $ | 196 | |
| September 26, 2023 | | September 30, 2023 | | October 04, 2023 | | 0.1582 | | | | | 219 | |
| Total Distributions | | | | | | $ | 0.3080 | | | | | $ | 415 | |
The Company adopted an “opt out” distribution reinvestment plan (“DRIP”). As a result, unless unitholders elect to “opt out” of the DRIP, unitholders will have their cash dividends or distributions automatically reinvested in additional units of same class of units to which the distribution relates, rather than receiving cash. Unitholders who receive distributions in the form of Units will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions; however, those unitholders will not receive cash with which to pay any applicable taxes.
The following table summarizes the amounts received and Units issued to unitholders who have participated in the DRIP during for the nine months ended September 30, 2024 and 2023:
| | | | | | | | | | | | |
| Payment Date | | DRIP Units Issued | | DRIP Units Value |
For the nine months ended September 30, 2024 | | | | |
| January 04, 2024 | | 4,483 | | | $ | 90 | |
| February 05, 2024 | | 9,919 | | | 200 | |
| March 05, 2024 | | 11,682 | | | 236 | |
| April 04, 2024 | | 13,050 | | | 263 | |
| May 03, 2024 | | 14,667 | | | 295 | |
| June 05, 2024 | | 18,143 | | | 366 | |
| July 03, 2024 | | 20,287 | | | 410 | |
| August 05, 2024 | | 21,181 | | | 428 | |
| September 05, 2024 | | 22,357 | | | 453 | |
| Total | | 135,769 | | | $ | 2,741 | |
For the nine months ended September 30, 2023 | | | | |
| September 06, 2023 | | 974 | | | $ | 19 | |
| | | | |
| Total | | 974 | | | $ | 19 | |
Unit Repurchase Program
At the discretion of the Board of Directors, the Company may repurchase, in each quarter, up to 5% of the outstanding Units (either by number of Units or aggregate net asset value) as of such quarter end pursuant to a quarterly unit repurchase program. Units purchased by the Company pursuant to the terms of each offer to repurchase will be retired and thereafter will be unissued Units.
In the event the amount of Units tendered exceeds the repurchase offer amount, Units will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted in the next quarterly tender offer, or upon the recommencement of the unit repurchase plan, as applicable.
The following table further summarizes the unit repurchases completed for the nine months ended September 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Repurchase Deadline Request | | Percentage of Outstanding Units the Company Offered to Repurchase(1) | | Price Paid Per Unit | | Repurchase Pricing Date | | Amount Repurchased | | Number of Units Repurchased | | Percentage of Outstanding Units Repurchased(1) | | Maximum number of units that may yet be purchased under the repurchase program(2) |
| March 05, 2024 | | 5.00% | | $ | 20.13 | | | March 31, 2024 | | $ | 351 | | | 17,435 | | | 0.81 | % | | — |
| June 08, 2024 | | 5.00% | | $ | 20.20 | | | June 30, 2024 | | 791 | | | 39,147 | | | 0.99 | % | | — |
| September 07, 2024 | | 5.00% | | $ | 20.31 | | | September 30, 2024 | | 5,824 | | | 286,775 | | | 4.74 | % | | — |
| Total | | | | | | | | $ | 6,966 | | | 343,357 | | | | | |
(1) Percentage is based on total units as of the close of the previous calendar quarter.
(2) All repurchase requests were satisfied in full.
(9)EARNINGS (LOSS) PER UNIT
The following table sets forth the computation of basic and diluted earnings per Unit:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended | | For the Nine Months Ended |
| | September 30, 2024 | | September 30, 2023 | | September 30, 2024 | | September 30, 2023 |
| Net increase (decrease) in Members' Capital from operations | | $ | 4,033 | | | $ | 899 | | | $ | 8,674 | | | $ | 718 | |
| Weighted average Units outstanding | | 6,860,089 | | | 1,334,349 | | | 5,201,659 | | | 1,334,349 | |
| Basic and diluted earnings (loss) per Unit | | $ | 0.59 | | | $ | 0.67 | | | $ | 1.67 | | | $ | 0.54 | |
(10)CONSOLIDATED FINANCIAL HIGHLIGHTS
The following are the financial highlights:
| | | | | | | | | | | | | | |
| | For the Nine Months Ended |
| | September 30, 2024 | | September 30, 2023 |
Per Unit Data:(1) | | | | |
| Net asset value, beginning of period | | $ | 20.10 | | $ | 20.00 |
| Net investment income (loss) | | 1.60 | | 0.47 |
Net unrealized and realized gain (loss)(2) | | 0.05 | | (0.08) |
| Net increase (decrease) in net assets resulting from operations | | 1.65 | | 0.39 |
| Distributions declared | | (1.44) | | (0.31) |
| | | | |
| Total increase (decrease) in net assets | | 0.21 | | 0.08 |
| Net asset value, end of period | | $ | 20.31 | | $ | 20.08 |
| Units outstanding, end of period | | 6,995,354 | | 1,382,018 |
Weighted average units outstanding(4) | | 5,201,659 | | 1,334,349 |
Total return based on net asset value(3) | | 8.50 | % | | 1.95 | % |
| Ratio/Supplemental Data: | | | | |
| Members' Capital, end of period | | $ | 142,072 | | $ | 27,749 |
| | | | |
Ratio of expenses before waivers to average Members' Capital(5) | | 5.71 | % | | 11.93 | % |
Ratio of net expenses to average Members’ Capital(5) | | 3.23 | % | | 0.80 | % |
Ratio of net investment income to average Members’ Capital(5) | | 10.66 | % | | 14.51 | % |
Asset coverage ratio(6) | | 290.96 | % | | 254.16 | % |
| Portfolio turnover rate | | 10.05 | % | | 5.93 | % |
(1) The per unit data was derived by using the weighted average units outstanding during the period, except otherwise noted.
(2) The amount shown does not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions.
(3) Total return (not annualized) is calculated assuming a purchase of units at the opening of the first day of the period and a sale on the closing of the last business day of the period. Distributions, if any, are assumed for purposes of this calculation, to be reinvested at prices obtained under the Company’s DRIP.
(4) Weighted average units outstanding was calculated for the period from July 17, 2023, the date of the first external issuance of units through September 30, 2023.
(5) Amounts are annualized except for incentive fees, organization and offering costs, and expense support.
(6) Effective January 31, 2023, in accordance with Section 61(a)(2) of the 1940 Act, with certain limited exceptions, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. Prior to January 31, 2023, in accordance with the 1940 Act, with certain limited exceptions, the Company was allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, was at least 200% after such borrowing.
(11)SUBSEQUENT EVENTS
Subsequent events have been evaluated through the date the consolidated financial statements were issued. There have been no subsequent events that require recognition or disclosure through the date the consolidated financial statements were issued, except as disclosed below.
October Issuances and Distribution Declarations
Pursuant to the Company’s continuous private offering, the Company issued approximately 715,250 Units for an aggregate offering price of $14.5 million effective October 1, 2024.
On October 25, 2024, the Company declared a distribution to unitholders of record in the amount of $0.1608 per unit and payable on November 5, 2024 to unitholders of record as of October 31, 2024.
November Issuances
Pursuant to the Company’s continuous private offering, the Company held a close relating to the sale of the Company’s Units for an aggregate offering price of $19.7 million effective November 1, 2024.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollar amounts in thousands, except per unit amounts, unless otherwise indicated)
In this Quarterly Report on Form 10-Q, or this “Report,” except where context suggests otherwise, the terms “Company,” “we,” “our” or “us” refers to North Haven Private Income Fund A LLC and its consolidated subsidiaries. This Report, including the documents we incorporate by reference into this Report, contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and you should not place undue reliance on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs and opinions and our assumptions. For the avoidance of doubt, we are not a subsidiary of, or consolidated with, Morgan Stanley. Furthermore, Morgan Stanley has no obligation, contractual or otherwise, to financially support us. Morgan Stanley has no history of financially supporting any business development company (“BDC”) on the MS Private Credit platform, even during periods of financial distress. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “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 our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:
•our future operating results;
•our business prospects and the prospects of our portfolio companies;
•risk associated with possible disruptions in our operations or the economy generally, including disruptions from the impact of global health events;
•uncertainty and changes in the general interest rate environment;
•general economic, political and industry trends and other external factors, including uncertainty surrounding the financial and political stability of the United States and other countries;
•the effect of an inflationary economic environment on our portfolio companies, our financial condition and our results of operations;
•the impact of interruptions in the supply chain on our portfolio companies;
•our contractual arrangements and relationships with third parties;
•actual and potential conflicts of interest with MS Capital Partners Adviser Inc., our investment adviser (the “Adviser” or “Investment Adviser”), and its affiliates;
•the dependence of our future success on the general economy and its effect on the industries in which we invest;
•the ability of our portfolio companies to achieve their objectives;
•the use of borrowed money to finance a portion of our investments;
•the adequacy of our financing sources and working capital;
•the ability of our Adviser to locate suitable investments for us and to monitor and administer our investments;
•the ability of our Adviser and its affiliates to attract and retain highly talented professionals;
•our ability to qualify and maintain our qualification as a BDC and as a regulated investment company (“RIC”), under the Internal Revenue Code of 1986, as amended (the “Code”);
•the impact on our business of U.S. and international financial reform legislation, rules and regulations;
•currency fluctuations, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars, could adversely affect the results of our investments in foreign companies;
•the effect of changes in tax laws and regulations and interpretations thereof; and
•the risks, uncertainties and other factors we identify under “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and elsewhere in this Report.
The information contained in this section should be read in conjunction with “Item 1. Consolidated Financial Statements.” Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the 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 us that our plans and objectives will be achieved. This discussion contains forward-looking statements, which relate to future events or our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, and Part II, Item 1A of and elsewhere in this Report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future file with the Securities and Exchange Commission (the “SEC”), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
You should understand that under Section 27A(b)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports we file under the Exchange Act.
OVERVIEW
We are a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. We have elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for U.S. federal income tax purposes, we intend to elect to be treated, and intend to comply with the requirements to qualify annually, as a RIC under Subchapter M of the Code. We are a private, perpetual-life BDC, which is a BDC whose units are not listed for trading on a stock exchange or other securities market. We use the term “perpetual-life BDC” to describe an investment vehicle of indefinite duration whose units are intended to be sold by us monthly on a continuous basis at a price generally equal to our monthly net asset value per Unit. We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. We are externally managed by the Adviser, an indirect wholly owned subsidiary of Morgan Stanley. We are not a subsidiary of, or consolidated with, Morgan Stanley.
Our investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies in which private equity sponsors have a controlling equity stake in the portfolio company. For the purposes of this Report, “middle-market companies” refers to companies that, in general, generate annual earnings before interest, tax, depreciation, and amortization (“EBITDA”) in the range of approximately $15 million to $200 million, although not all of our portfolio companies will meet this criterion.
We invest primarily in directly originated senior secured term loans, including first lien senior secured term loans (including unitranche loans) and second lien senior secured term loans, with the balance of our investments expected to be in higher-yielding assets such as mezzanine debt, unsecured debt, equity investments and other opportunistic asset purchases. Typical middle-market senior loans may be issued by middle-market companies in the context of leveraged buyouts (“LBOs”), acquisitions, debt refinancings recapitalizations, and other similar transactions. We generally expect our debt investments to have a stated term of five to eight years and typically bear interest at a floating rate usually determined on the basis of a benchmark (such as the Secured Overnight Financing Rate, or SOFR). We also make investments in traded bank loans and other liquid debt securities of U.S. corporate issuers, including broadly syndicated loans, which may provide more liquidity than our private credit investments, for cash management purposes, including to manage payment obligations under our unit repurchase program. Depending on various factors, including our cash flows and the market for middle-market company debt investments, we expect that our liquid loan portfolio could represent a material portion of our investments from time to time.
We generate revenues primarily in the form of interest income from investments we hold. In addition, we generate income from dividends or distributions of income on any direct equity investments, capital gains on the sale of loans and equity investments and various other loan origination and other fees, including commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.
Pursuant to the exemptive relief granted by the SEC to our Adviser (as amended, the “Order”), we are able to enter into certain negotiated co-investment transactions alongside certain Regulated Funds and Affiliated Funds (each as defined in the Order) in a manner consistent with our 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, we are permitted to co-invest with our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our eligible 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 us and our unitholders and do not involve overreaching in respect of us or our unitholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our unitholders and is consistent with our investment objective and strategies.
We have applied for a new exemptive relief order which, if granted, would supersede the Order and would permit us greater flexibility with respect to negotiated co-investment transactions alongside certain Regulated Funds and Affiliated Funds (each as defined in the application). There can be no assurance that we will obtain such new exemptive relief from the SEC.
KEY COMPONENTS OF OUR RESULTS OF OPERATIONS
Investments
Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt available to middle-market companies, the general economic environment and the competitive environment for the type of investments we make.
Revenue
We generate revenue primarily in the form of interest income on debt investments we hold. In addition, we generate income from dividends or distributions of income on direct equity investments, capital gains on the sales of loans and equity securities and various loan origination and other fees. Our debt investments generally have a stated term of five to eight years and typically bear interest at a
floating rate usually determined on the basis of a benchmark such as SOFR. Interest on these debt investments is generally paid quarterly. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we may receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. We may also generate revenue in the form of commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.
Expenses
Our primary operating expenses include the payment of: (i) investment advisory fees, including base management fees and incentive fees, to our Investment Adviser pursuant to the investment advisory agreement between us and our Investment Adviser (the “Investment Advisory Agreement”); (ii) costs and other expenses and our allocable portion of overhead incurred by our Administrator in performing its administrative obligations under the administration agreement (the “Administration Agreement”) between us and MS Private Credit Administrative Services LLC (the “Administrator”); and (iii) other operating expenses as detailed below:
•initial organization costs and offering costs incurred;
•costs associated with any private offerings of our common units (the “Units”) and any other securities offerings;
•the cost of effecting any sales and repurchases of our Units and other securities;
•calculating individual asset values and our net asset value (including the cost and expenses of any third-party valuation services);
•out of pocket expenses, including travel, entertainment, lodging, and meal expenses, incurred by the Investment Adviser, or members of its investment team or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies (including, without limitation, any reverse termination fees and any liquidated damage and any costs related to broken deals) and monitoring actual portfolio companies and, if necessary, enforcing our rights;
•base management fee and any incentive fees payable under the Investment Advisory Agreement;
•certain costs and expenses relating to distributions paid by us;
•administration fees payable under the Administration Agreement and any sub-administration agreements, including related expenses;
•arrangement, debt service and other costs of borrowings, senior securities or other financing arrangements;
•the allocated costs incurred by the Investment Adviser in providing managerial assistance to those portfolio companies that request it;
•amounts payable to third parties relating to, or associated with, sourcing, evaluating, making, settling, clearing, monitoring, holding or disposing of prospective or actual investments;
•the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments;
•dues and expenses incurred in connection with membership industry or trade organizations;
•fees and expenses payable under any dealer manager agreements;
•escrow agent, distribution agent, transfer agent and custodial fees and expenses;
•costs of derivatives and hedging;
•commissions and other compensation payable to brokers or dealers;
•any fees payable to rating agencies;
•federal and state registration fees;
•U.S. federal, state and local taxes, including any excise taxes;
•costs incurred in connection with the formation or maintenance of entities or vehicles to hold our assets for tax or other purposes;
•Independent Director fees and expenses;
•costs of preparing consolidated financial statements and maintaining books and records, costs of preparing tax returns, costs of 1940 Act compliance, Sarbanes-Oxley Act compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies), and other reporting and compliance costs, including registration fees, and the compensation of professionals responsible for the preparation or review of the foregoing;
•the costs of any reports, proxy statements or other notices to our unitholders (including printing and mailing costs), the costs of any unitholders’ meetings, and costs and expenses of preparation for the foregoing and related matters;
•the costs of specialty and custom software for monitoring risk, compliance and overall investments;
•fees and expenses associated with marketing efforts;
•any fidelity bond required by applicable law;
•any necessary insurance premiums;
•any extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the Company),
•direct fees and expenses associated with independent audits, agency, consulting and legal costs;
•cost of winding up; and
•all other expenses incurred by either the Administrator or us in connection with administering our business, including payments under the Administration Agreement based upon our allocable portion of the compensation paid to our Chief Financial Officer and Chief Compliance Officer and reimbursing third-party expenses incurred by the Administrator in carrying out its administrative services including, but not limited to, the fees and expenses associated with performing compliance functions.
We reimburse the Administrator or its affiliates for amounts paid or costs borne that properly constitute Company expenses as set forth in the Administration Agreement or otherwise. We expect our general and administrative expenses to be relatively stable or to decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.
PORTFOLIO AND INVESTMENT ACTIVITY
Our portfolio is presented below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2024 | | December 31, 2023(2) | |
| | Cost | | Fair Value | | % of Total Investments at Fair Value | | Cost | | Fair Value | | % of Total Investments at Fair Value | |
| First Lien Debt | | $ | 220,458 | | | $ | 220,959 | | | 99.6 | % | | $ | 51,370 | | | $ | 51,529 | | | 100.0 | % | |
Other Debt Investments | | 605 | | | 607 | | | 0.3 | | | — | | | — | | | — | | |
Equity | | 243 | | | 261 | | | 0.1 | | | 16 | | | 16 | | | — | | (1) |
| Total | | $ | 221,306 | | | $ | 221,827 | | | 100.0 | % | | $ | 51,386 | | | $ | 51,545 | | | 100.0 | % | |
(1) Amount rounds to less than 0.0%.
(2) The Company reclassified certain investment composition groupings by breaking out Other Securities into Other Debt Investments and Equity. These reclassifications had no impact on the Consolidated Statements of Financial Condition as of December 31, 2023.
Our debt portfolio (excluding our liquid loan portfolio) displayed the following characteristics of each of our investments1,2, unless otherwise noted:
| | | | | | | | | | | | | | |
| | As of |
| | September 30, 2024 | | December 31, 2023 |
| Number of portfolio companies | | 112 | | | 41 | |
| Percentage of debt investments bearing a floating rate, at fair value | | 99.7 | % | | 100.0 | % |
| Percentage of debt investments bearing a fixed rate, at fair value | | 0.3 | % | | — | % |
Weighted average yield on debt and income producing investments, at cost(3) | | 10.3 | % | | 12.3 | % |
Weighted average yield on debt and income producing investments, at fair value(3) | | 10.3 | % | | 12.2 | % |
| Weighted average 12-month EBITDA | | $ | 166.2 | | $ | 207.0 |
Weighted average net leverage through tranche(4) | | 6.1x | | 6.0x |
Weighted average interest coverage(5) | | 1.6x | | 1.5x |
Weighted average loan to value(6) | | 40.4 | % | | 45.2 | % |
| Percentage of debt investments with one or more financial covenants | | 52.6 | % | | 68.1 | % |
| Percentage of our debt investments that are sponsor backed | | 99.6 | % | | 97.9 | % |
| Percentage of loans and other debt in support of LBOs and acquisitions | | 61.4 | % | | 66.7 | % |
| Percentage of our debt portfolio subject to business cycle volatility | | 4.5 | % | | 1.6 | % |
| Percentage of our total portfolio on non-accrual, at cost | | — | % | | — | % |
| | | | |
(1) Calculated as a percentage of gross debt commitments (funded and unfunded). Weighted average EBITDA, net leverage through the tranche that the Company is a lender and loan to value exclude recurring revenue investments, which are investments in portfolio companies in which the Company lends based on a multiple of recurring revenue generated by the portfolio company and not based on a multiple of EBITDA.
(2) Amounts were derived from investment due diligence information provided by the portfolio company. Such amounts have not been independently estimated by us, and accordingly, we take no responsibility for such numbers and make no representation or warranty in respect of this information.
(3) Computed as (a) the annual stated spread, plus applicable reference rate, as applicable, plus the annual accretion of discounts, as applicable, on accruing debt securities, divided by (b) total debt investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented herein.
(4) Net leverage is the ratio of total debt minus cash divided by EBITDA and taking into account leverage through the tranche that the Company is a lender, excluding recurring revenue investments.
(5) Interest coverage for a particular portfolio company is calculated by taking credit agreement EBITDA and dividing by annualized latest reported interest expense. Total interest coverage is calculated on a weighted average basis based on total gross debt commitments (funded and unfunded). Calculation excludes recurring revenue deals which are investments in portfolio companies in which the Company
lends based on a multiple of recurring revenue generated by the portfolio company and not based on a multiple of EBITDA. Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount.
(6) Calculated using total outstanding debt through the tranche that the Company is a lender divided by total enterprise value from the private equity sponsor or market comparables.
Investment Activity
Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated):
| | | | | | | | | | | | | | | | | | | | | | |
| | As of and For the Three Months Ended | | | | | | |
| | September 30, 2024 | | September 30, 2023 | | | | | | | | |
| New investments committed | | | | | | | | | | | | |
Gross Principal Balance(1) | | $ | 78,635 | | | $ | 46,824 | | | | | | | | | |
| | | | | | | | | | | | |
| Net New Investments Committed | | $ | 78,635 | | | $ | 46,824 | | | | | | | | | |
| Investments, at cost | | | | | | | | | | | | |
| Investments, beginning of period | | $ | 170,042 | | | $ | — | | | | | | | | | |
| New investments purchased | | 60,894 | | | 37,447 | | | | | | | | | |
| Net accretion of discount on investments | | 164 | | | 37 | | | | | | | | | |
| Payment-in-kind | | 52 | | | — | | | | | | | | | |
| Net realized gain (loss) on investments | | 7 | | | — | | | | | | | | | |
| Investments sold or repaid | | (9,853) | | | (2,039) | | | | | | | | | |
| Investments, end of period | | $ | 221,306 | | | $ | 35,445 | | | | | | | | | |
| Principal amount of investments funded | | | | | | | | | | | | |
| First lien debt | | 61,406 | | | 38,217 | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Equity(2) | | — | | | 16 | | | | | | | | | |
| Total | | $ | 61,406 | | | $ | 38,233 | | | | | | | | | |
| Amount of investments sold/fully repaid, at principal | | | | | | | | | | | | |
| First lien debt investments | | $ | 9,853 | | | $ | 1,900 | | | | | | | | | |
| | | | | | | | | | | | |
| Total | | $ | 9,853 | | | $ | 1,900 | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Number of new investment commitments in portfolio companies | | 14 | | 30 | | | | | | | | |
| Number of investment commitments exited or fully repaid | | 1 | | 1 | | | | | | | | |
(1) Includes new investment commitments, excluding sale/repayments and including unfunded investment commitments.
(2) Amount rounds to zero.
Investment Performance Rating
As part of the monitoring process, our Investment Adviser has developed risk policies pursuant to which it regularly assesses the risk profile of each of our debt investments. Our Investment Adviser has developed a classification system to group investments into four categories. The investments are evaluated regularly and assigned a category based on certain credit metrics. Our Investment Adviser’s ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments. Please see below for a description of the four categories of the Investment Adviser’s Internal Risk Rating system:
Risk Rating 1 — In the opinion of our Investment Adviser, investments in Risk Rating 1 involve the least amount of risk relative to our initial cost basis at the time of origination or acquisition. Risk Rating 1 investments performance is above our initial underwriting expectations and the business trends and risk factors are generally favorable, which may include the performance of the portfolio company, or the likelihood of a potential exit.
Risk Rating 2 — In the opinion of our Investment Adviser, investments in Risk Rating 2 involve a level of risk relative to our initial cost basis at the time of origination or acquisition. Risk Rating 2 investments are generally performing in line with our initial underwriting expectations and risk factors to ultimately recoup the cost of our principal investment are neutral to favorable. All new originated or acquired investments are initially included in Risk Rating 2.
Risk Rating 3 — In the opinion of our Investment Adviser, investments in Risk Rating 3 indicate that the risk to our ability to recoup the initial cost basis at the time of origination or acquisition has increased materially since the origination or acquisition of the investment, such as declining financial performance and non-compliance with debt covenants; however, principal and interest payments are not more than 120 days past due.
Risk Rating 4 — In the opinion of our Investment Adviser, investments in Risk Rating 4 involve a borrower performing substantially below expectations and indicate that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. For Risk Rating 4 investments, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis at the time of origination or acquisition upon exit.
The distribution of our portfolio on the Investment Adviser’s Internal Risk Rating System is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2024 | | December 31, 2023 | | | | |
| Fair Value | | % of Total | | Fair Value | | % of Total | | | | | | | | |
| Risk rating 1 | $ | — | | | — | % | | $ | — | | | — | % | | | | | | | | |
| Risk rating 2 | 221,827 | | | 100.0 | | | 51,545 | | | 100.0 | | | | | | | | | |
| Risk rating 3 | — | | | — | | | — | | | — | | | | | | | | | |
| Risk rating 4 | — | | | — | | | — | | | — | | | | | | | | | |
| $ | 221,827 | | | 100.0 | % | | $ | 51,545 | | | 100.0 | % | | | | | | | | |
CONSOLIDATED RESULTS OF OPERATIONS
The following table represents our operating results:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended | | For the Nine Months Ended |
| | September 30, 2024 | | September 30, 2023 | | September 30, 2024 | | September 30, 2023 |
| Total investment income | | $ | 5,641 | | | $ | 856 | | | $ | 10,744 | | | $ | 856 | |
| Less: Net expenses | | 1,657 | | | 44 | | | 2,439 | | | 225 | |
| Net investment income (loss) | | 3,984 | | | 812 | | | 8,305 | | | 631 | |
| | | | | | | | |
| | | | | | | | |
| Net change in unrealized appreciation (depreciation) | | 42 | | | 87 | | | 362 | | | 87 | |
| Net realized gain (loss) | | 7 | | | — | | | 7 | | | — | |
| Net increase (decrease) in Members' Capital resulting from operations | | $ | 4,033 | | | $ | 899 | | | $ | 8,674 | | | $ | 718 | |
Investment Income
Investment income was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended | | For the Nine Months Ended |
| | September 30, 2024 | | September 30, 2023 | | September 30, 2024 | | September 30, 2023 |
| Investment income: | | | | | | | | |
| Interest income | | $ | 5,366 | | | $ | 822 | | | $ | 10,272 | | | $ | 822 | |
| Payment-in-kind | | 58 | | | 3 | | | 109 | | | 3 | |
| | | | | | | | |
| Other income | | 217 | | | 31 | | | 363 | | | 31 | |
| Total Investment Income | | $ | 5,641 | | | $ | 856 | | | $ | 10,744 | | | $ | 856 | |
In the table above, total investment income increased from $856 and $856 for the three and nine months ended September 30, 2023 to $5,641 and $10,744 for the three and nine months ended September 30, 2024. The increase was primarily driven by our deployment of capital. The size of our investment portfolio at cost increased from $35,445 as of September 30, 2023 to $221,306 as of September 30, 2024.
Expenses
Expenses were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended | | For the Nine Months Ended |
| | September 30, 2024 | | September 30, 2023 | | September 30, 2024 | | September 30, 2023 |
| Expenses: | | | | | | | | |
| Interest and other financing expenses | | $ | 1,430 | | | $ | 342 | | | $ | 1,884 | | | $ | 342 | |
| Management fees | | 423 | | | 68 | | | 931 | | | 68 | |
| Income based incentive fees | | 499 | | | — | | | 1,004 | | | — | |
| Capital gains incentive fees | | 6 | | | 11 | | | 46 | | | 11 | |
| Professional fees | | 185 | | | 134 | | | 608 | | | 134 | |
| | | | | | | | |
| Directors' fees | | 27 | | | 26 | | | 79 | | | 26 | |
| Administrative service fees | | (6) | | | 9 | | | 58 | | | 9 | |
| Organization and offering costs | | 7 | | | 36 | | | 54 | | | 217 | |
| General and other expenses | | 8 | | | 41 | | | 35 | | | 41 | |
| Total expenses | | $ | 2,579 | | | $ | 667 | | | $ | 4,699 | | | $ | 848 | |
| Income based incentive fee waiver (Note 3) | | (499) | | | — | | | (1,004) | | | — | |
| Expense support (Note 3) | | — | | | (555) | | | (325) | | | (555) | |
| Management fees waiver (Note 3) | | (423) | | | (68) | | | (931) | | | (68) | |
| Net expenses | | $ | 1,657 | | | $ | 44 | | | $ | 2,439 | | | $ | 225 | |
| | | | | | | | |
| | | | | | | | |
Interest and Other Financing Expenses
•In the table above, interest and other financing expenses, including unused commitment fees, amortization of debt issuance costs and deferred financing costs, increased from $342 and $342 for the three and nine months ended September 30, 2023, respectively, to $1,430 and $1,884 for the three and nine months ended September 30, 2024, respectively. The increase was primarily driven by our increased borrowings. Our debt outstanding (at par) increased from $18,000 as of September 30, 2023 to $74,400 as of September 30, 2024.
•Interest and other financing expenses, including unused commitment fees, amortization of debt issuance costs and deferred financing costs, were $1,884 and $342 for the nine months ended September 30, 2024 and 2023, respectively. The increase was primarily due to higher average borrowings outstanding. The combined weighted average interest rate (excluding unused fees and financing costs) of the aggregate borrowings outstanding for the nine months ended September 30, 2024 and 2023 were 9.23% and 11.12%, respectively.
•For both the three and nine months ended September 30, 2024, management fees net of waiver was $—. The Adviser has agreed to irrevocably waive the base management fee through September 30, 2024 and such waiver is not subject to recapture.
Incentive Fee
•For both the three and nine months ended September 30, 2024, income-based incentive fees net of waiver was $—. The Adviser has agreed to irrevocably waive the income-based incentive fee through September 30, 2024 and such waiver is not subject to recapture. For the three and nine months ended September 30, 2024, capital gains incentive fees accrued to the Investment Adviser were $6 and $46, respectively.
Professional Fees, Administrative Service Fee and Other Expenses
•Professional fees include legal, audit, tax, valuation, and other professional fees incurred related to the management of the Company which include costs of a financial printer utilized for certain preparation, printing and distribution services related to the offering materials.
Net Realized Gain (Loss) and Unrealized Gain (Loss) on Investments
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended | | For the Nine Months Ended |
| | September 30, 2024 | | September 30, 2023 | | September 30, 2024 | | September 30, 2023 |
| Realized and unrealized gain (loss): | | | | | | | | |
| Net realized gain (loss): | | | | | | | | |
| Non-controlled/non-affiliated investments | | $ | 7 | | | $ | — | | | $ | 7 | | | $ | — | |
| Foreign currency and other transactions | | — | | | — | | | — | | | — | |
| Net change in unrealized appreciation (depreciation): | | | | | | | | |
| Non-controlled/non-affiliated investments | | $ | 42 | | | $ | 87 | | | $ | 362 | | | $ | 87 | |
| | | | | | | | |
| Net realized and unrealized gain (loss) | | $ | 49 | | | $ | 87 | | | $ | 369 | | | $ | 87 | |
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
We generate cash from the net proceeds of offerings of our Units, net borrowings from our credit facility, and from cash flows from interest and fees earned from our investments and principal repayments and proceeds from sales of our investments. We may also fund a portion of our investments through borrowings from banks and issuances of senior securities, including before we have fully invested the proceeds of any closing of our continuous private offering of our Units. Our primary use of cash is investments in portfolio companies, payments of our expenses, funding repurchases under our unit repurchase program and payment of cash distributions to our unitholders. Details of our credit facilities are described in “—Debt” below. We may also from time to time enter into new credit facilities, increase the size of existing credit facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.
As of September 30, 2024, we had approximately $17.8 million of cash, which taken together with our approximately $240.6 million of availability under the SMBC Facility (subject to borrowing base availability) (as defined in Note 6. “Debt” in the notes to the accompanying audited consolidated financial statements), respectively, we expect to be sufficient for our investing activities and sufficient to conduct our operations in the near term. As of September 30, 2024, we believed we had adequate financial resources to satisfy unfunded portfolio company commitments of $51.8 million.
Unregistered Sales of Equity Securities
For the nine months ended September 30, 2024, total Units issued and proceeds received were as follows:
| | | | | | | | | | |
| Unit Issuance Date | | Class I Units Issued | | Proceeds Received |
For the nine months ended September 30, 2024 | | | | |
| January 01, 2024 | | 918,507 | | | $ | 18,462 | |
| February 01, 2024 | | 366,271 | | 7,373 |
| March 01, 2024 | | 487,396 | | 9,826 |
| April 01, 2024 | | 583,000 | | 11,736 |
| May 01, 2024 | | 524,319 | | 10,555 |
| June 01, 2024 | | 997,355 | | 20,147 |
| July 01, 2024 | | 444,009 | | 8,969 |
| August 01, 2024 | | 277,270 | | 5,606 |
| September 01, 2024 | | 446,941 | | 9,059 |
| Total | | 5,045,068 | | | $ | 101,733 | |
For the nine months ended September 30, 2023 | | | | |
| July 17, 2023 | | 1,296,063 | | $ | 25,921 | |
| August 01, 2023 | | 8,989 | | 180 |
| September 01, 2023 | | 74,737 | | 1,494 |
| Total | | 1,379,789 | | | $ | 27,595 | |
.Distribution Reinvestment
The following table summarizes our distributions declared and payable for the nine months ended September 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Date Declared | | Record Date | | Payment Date | | Per Unit Amount | | | | Total Amount |
For the nine months ended September 30, 2024 | | | | | | | | | | |
| January 29, 2024 | | January 31, 2024 | | February 05, 2024 | | $ | 0.1591 | | | | | $ | 490 | |
| February 27, 2024 | | February 29, 2024 | | March 05, 2024 | | 0.1593 | | | | | 551 | |
| March 25, 2024 | | March 31, 2024 | | April 04, 2024 | | 0.1596 | | | | | 631 | |
| April 25, 2024 | | April 30, 2024 | | May 03, 2024 | | 0.1594 | | | | | 721 | |
| May 28, 2024 | | May 31, 2024 | | June 05, 2024 | | 0.1594 | | | | | 809 | |
| June 25, 2024 | | June 30, 2024 | | July 03, 2024 | | 0.1599 | | | | | 974 | |
| July 25, 2024 | | July 31, 2024 | | August 05, 2024 | | 0.1599 | | | | | 1,042 | |
| August 27, 2024 | | August 31, 2024 | | September 05, 2024 | | 0.1601 | | | | | 1,091 | |
| September 24, 2024 | | September 30, 2024 | | October 03, 2024 | | 0.1605 | | | | | 1,169 | |
| Total Distributions | | | | | | $ | 1.4372 | | | | | $ | 7,478 | |
For the nine months ended September 30, 2023 | | | | | | | | | | |
| August 30, 2023 | | August 31, 2023 | | September 06, 2023 | | $ | 0.1498 | | | | | $ | 196 | |
| September 26, 2023 | | September 30, 2023 | | October 04, 2023 | | 0.1582 | | | | | 219 | |
| Total Distributions | | | | | | $ | 0.3080 | | | | | $ | 415 | |
We have adopted an “opt out” distribution reinvestment plan (“DRIP”). As a result, unless unitholders elect to “opt out” of the DRIP, unitholders will have their cash dividends or distributions automatically reinvested in additional units of same class of units to which the distribution relates, rather than receiving cash. Unitholders who receive distributions in the form of Units will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions; however, those unitholders will not receive cash with which to pay any applicable taxes.
The following table summarizes the amounts received and Units issued to unitholders who have participated in the DRIP during for the nine months ended September 30, 2024:
| | | | | | | | | | | | |
| Payment Date | | DRIP Units Issued | | DRIP Units Value |
For the nine months ended September 30, 2024 | | | | |
| January 04, 2024 | | 4,483 | | | $ | 90 | |
| February 05, 2024 | | 9,919 | | | 200 | |
| March 05, 2024 | | 11,682 | | | 236 | |
| April 04, 2024 | | 13,050 | | | 263 | |
| May 03, 2024 | | 14,667 | | | 295 | |
| June 05, 2024 | | 18,143 | | | 366 | |
| July 03, 2024 | | 20,287 | | | 410 | |
| August 05, 2024 | | 21,181 | | | 428 | |
| September 05, 2024 | | 22,357 | | | 453 | |
| Total | | 135,769 | | | $ | 2,741 | |
For the nine months ended September 30, 2023 | | | | |
| August 30, 2023 | | 974 | | | 19 | |
| | | | |
| Total | | 974 | | | $ | 19 | |
Unit Repurchase Program
At the discretion of the Board of Directors, we may repurchase, in each quarter, up to 5% of the outstanding Units (either by number of units or aggregate net asset value) as of such quarter end pursuant to a quarterly unit repurchase program. The limitations and restrictions described in the applicable offer to repurchase units may prevent us from accommodating all repurchase requests made in any quarter. The unit repurchase program has many limitations, including the limitations described above, and should not in any way be viewed as the equivalent of a secondary market. We will offer to repurchase Units on such terms as may be determined by our Board of Directors in its complete and absolute discretion.
The following table further summarizes the unit repurchases completed for the nine months ended September 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Repurchase Deadline Request | | Percentage of Outstanding Units the Company Offered to Repurchase(1) | | Price Paid Per Unit | | Repurchase Pricing Date | | Amount Repurchased | | Number of Units Repurchased | | Percentage of Outstanding Units Repurchased(1) | Maximum number of units that may yet be purchased under the repurchase program(2) |
| | | | | | | | | | | | | |
| March 05, 2024 | | 5.00% | | $ | 20.13 | | | March 31, 2024 | | $ | 351 | | | 17,435 | | | 0.81 | % | — |
| June 08, 2024 | | 5.00% | | $ | 20.20 | | | June 30, 2024 | | 791 | | | 39,147 | | | 0.99 | % | — |
| September 07, 2024 | | 5.00% | | $ | 20.31 | | | September 30, 2024 | | 5,824 | | | 286,775 | | | 4.74 | % | — |
| Total | | | | | | | | $ | 6,966 | | | 343,357 | | | | |
(1) Percentage is based on total units as of the close of the previous calendar quarter.
(2) All repurchase requests were satisfied in full.
Debt
Our outstanding debt obligations were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2024 | | December 31, 2023 |
| Aggregate Principal Committed | | Outstanding Principal | | Unused Portion | | Aggregate Principal Committed | | Outstanding Principal | | Unused Portion |
| SMBC Facility | $ | 315,000 | | | $ | 74,400 | | | $ | 240,600 | | | $ | 100,000 | | | $ | 11,000 | | | $ | 89,000 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
For further details, see Note 6 “Debt” to our consolidated financial statements included in this Report.
RECENT DEVELOPMENTS
October Issuances and Distribution Declarations
Pursuant to our continuous private offering, we issued approximately 715,250 Units for an aggregate offering price of $14.5 million effective October 1, 2024.
On October 25, 2024, we declared a distribution to unitholders of record in the amount of $0.1608 per unit and payable on November 5, 2024 to unitholders of record as of October 31, 2024.
November Issuances
Pursuant to our continuous private offering, we held a close relating to the sale of our Units for an aggregate offering price of $19.7 million effective November 1, 2024.
CRITICAL ACCOUNTING ESTIMATES
The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting estimates including those relating to the valuation of our investment portfolio, should be read in connection with our consolidated financial statements in Part I, Item 1 of this Report, including Note 2 “Significant Accounting Policies.”
We consider the most significant accounting policies to be those related to our Investments, Revenue Recognition, Deferred Financing Costs and Debt Issuance Costs and Income Taxes. The valuation of investments is our most significant critical estimate. The most significant input is the discount rate used in yield analysis that is based on comparable market yields. Significant increases in the discount rates in isolation would result in a significantly lower fair value measurement. For a further discussion and disclosure of key inputs and considerations related to this estimate, refer to "Note 5—Fair Value Measurements" included in the notes to the consolidated financial statements
RELATED PARTY TRANSACTIONS
We have entered into a number of business relationships with affiliated or related parties, including the following (which are defined in the notes to the accompanying consolidated financial statements if not defined herein):
•the Investment Advisory Agreement;
•the Administration Agreement;
•the Placement Agent Agreement;
•the MSDI Agreement; and
•the Expense Support Agreement.
For further details see Note 3. “Related Party Transactions” to our consolidated financial statements included in this Report.
MS Credit Partners Holdings, Inc., a wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, has entered into subscription agreements to purchase Units up to an aggregate amount of $25,000 or such amount so that the Company is not considered to be “controlled” by Morgan Stanley or its affiliates for purposes of the Bank Holding Company Act of 1956, as amended from time to time. MS Credit Partners Holdings, Inc. has no further capital, liquidity or other financial obligation to the Company beyond this equity investment.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including valuation risk, market risk and interest rate risk.
Valuation Risk
We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of portfolio companies. During periods of market dislocation, we will seek to invest prudently in the secondary loan market to provide our investors better risk adjusted returns while adhering to our core investment tenants. Most of our investments will not have a readily available market price. To ensure accurate valuations, our investments are valued at fair value in good faith by our Board of Directors, based on, among other things, the input of the Investment Adviser, including the Valuation Designee, our Audit Committee and independent third-party valuation firms engaged at the direction of our Board of Directors, or Valuation Designee, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each investment while employing a consistently applied valuation process for the investments we hold. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.
Market Risk
The market value of a security may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Global economies and financial markets are increasingly interconnected, which increases the probabilities that conditions in one country or region might adversely impact issuers in a different country or region. Conditions affecting the general economy, including political, social, or economic instability at the local, regional, or global level, may also affect the market value of a security. Health crises, such as pandemic and epidemic diseases, as well as other incidents that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on a company’s investments and net asset value and can lead to increased market volatility. See “Part I, Item 1A. Risk Factors—General Risk Factors—We are operating in a period of capital markets disruption and economic uncertainty. The conditions have materially and adversely affected debt and equity capital markets in the United States, and any future volatility or instability in capital markets may have a negative impact on our business and operations.” of our Form 10-K and “Part I, Item 1A. Risk Factors—General Risk Factors—Terrorist attacks, acts of war, natural disasters, outbreaks or pandemics, such as the Coronavirus pandemic, may impact our portfolio companies and our Adviser and harm our business, operating results and financial condition” of our Form 10-K.
Interest Rate Risk
We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
As of September 30, 2024, approximately 99.7% of our debt investments were at floating rates. Based on our Consolidated Statements of Financial Condition as of September 30, 2024, the following table shows the annualized impact on net income of hypothetical reference rate changes in interest rates (considering interest rate floors and ceilings for floating rate debt instruments assuming no changes in our investments and borrowing structure as of September 30, 2024) (dollar amounts in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Interest | | | | | Interest | | Net | | | | | |
| Basis Point Change - Interest Rates | | Income | | | | | Expense | | Income | | | | | |
| Up 300 basis points | | $ | 6,685 | | | | | | $ | (2,322) | | | $ | 4,363 | | | | | | |
| Up 200 basis points | | $ | 4,457 | | | | | | $ | (1,548) | | | $ | 2,909 | | | | | | |
| Up 100 basis points | | $ | 2,228 | | | | | | $ | (774) | | | $ | 1,454 | | | | | | |
| Up 25 basis points | | $ | 557 | | | | | | $ | (194) | | | $ | 363 | | | | | | |
| Down 25 basis points | | $ | (557) | | | | | | $ | 194 | | | $ | (363) | | | | | | |
| Down 100 basis points | | $ | (2,228) | | | | | | $ | 774 | | | $ | (1,454) | | | | | | |
| Down 200 basis points | | $ | (4,457) | | | | | | $ | 1,548 | | | $ | (2,909) | | | | | | |
| Down 300 basis points | | $ | (6,685) | | | | | | $ | 2,322 | | | $ | (4,363) | | | | | | |
We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts or our credit facilities, subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates or higher exchange rates with respect to our portfolio of investments with fixed interest rates or investments denominated in foreign currencies. During the periods covered by this Report, we did not engage in interest rate hedging activities.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of September 30, 2024 (the end of the period covered by this Report), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act). Based on that evaluation, our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer) have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to the Company that is required to be disclosed by us in the reports we file or submit under the Exchange Act.
Changes in Internal Controls Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred for the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II
Item 1. Legal Proceedings
The Company, the Investment Adviser and the Administrator may become party to certain lawsuits in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Each of the Company, the Investment Adviser, and the Administrator is not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against the Company.
See also “Note 1 to Consolidated Financial Statements in Part I, Item 1. Consolidated Financial Statements and Supplementary Data” of this Form 10-Q.
Item 1A. Risk Factors
In addition to the other information set forth in this Report, you should carefully consider the risk factors disclosed below and previously disclosed under Item 1A of the Form 10-K and under Item 1A in our quarterly report on Form 10-Q for the quarter ended March 31, 2024, which could materially affect our business, financial condition and/or operating results. The risks disclosed below and disclosed in the Form 10-K and in our quarterly report on Form 10-Q for the quarter ended March 31, 2024 are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition and/or operating results.
We may be subject to risks associated with our investments in the commercial services and supplies industry.
We could invest in portfolio companies in the commercial services and supply industry and a downturn in the industry could significantly impact the aggregate returns we realize on such investments. For example, the operating results and financial condition of our portfolio companies in the commercial services and supplies industry could be adversely affected due to a number of factors, including but not limited to a decrease in demand for their services or supplies relating to seasonality or market forces and various other factors. In addition, there are risks involved with sales, marketing, managerial and related capabilities of our portfolio companies in the commercial services and supplies industry. For example, recruiting and training a workforce is expensive and time-consuming and could delay the provision of commercial services, result in diminished services, or delay the delivery of supplies. If our portfolio companies in the commercial services and supplies industry fail to devote resources and attention to sell and market their services or products effectively, they could fail to generate sufficient revenues and reach or sustain profitability and to repay interest or principal on our debt investments. Any of these factors could affect our portfolio company investments and, in turn, materially adversely affect our business, financial condition and results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Sales of Unregistered Securities
Refer to “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 8. Members’ Capital” in this Report, the Form 10-K and our Current Reports on Form 8-K filed on July 30, 2024, August 28, 2024 and September 26, 2024 for the issuance of our Units for the three months ended September 30, 2024. Such issuances were part of our continuous private offering and were exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder.
Issuer Purchases of Equity Securities
At the discretion of the Board of Directors, we have in the past and may in the future conduct quarterly repurchase offers pursuant to a unit repurchase program. The purpose of the unit repurchase program is to provide liquidity to unitholders. We intend to limit the number of Units to be repurchased in each quarter to no more than 5% of our outstanding Units (either by number of Units or aggregate net asset value) as of such quarter end. All Units purchased by us pursuant to the terms of each offer to repurchase will be retired and thereafter will be unissued Units. Any Units to be purchased from any of our officers, directors or affiliates will be on the same terms and conditions as any other purchase of Units.
On August 8, 2024, we announced a quarterly tender offer that commenced on August 9, 2024 and ended at 12:01 a.m., Eastern Time, on September 7, 2024 (the “Offer”). Because there is no secondary trading market for our Units, our Board of Directors determined, after consideration of various matters, that the Offer was in the best interests of unitholders in order to provide liquidity for our unitholders. Approximately 286,775 of our Units were validly tendered and not withdrawn prior to the expiration of the Offer. The Units were repurchased at a price of $20.31 per Unit, which represents the net asset value per Unit as of September 30, 2024.
The following table sets forth information regarding repurchases of Units during the three months ended September 30, 2024:
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| Offer Date | Tender Offer Expiration | Purchase Price per Share | Share Repurchased | Aggregate Dollar Amount of Shares Accepted for Repurchase (in thousands) |
| August 9, 2024 | September 7, 2024 | $20.31 | 286,775 | $5,824 |
The payment of the purchase price of the Units tendered was promptly made in cash issued to the unitholders whose tenders were accepted for purchase by us in accordance with the terms of the Offer.
Item 3: Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Rule 10b5-1 Trading Plans
During the fiscal quarter ended September 30, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
Item 6. Exhibits and Financial Statement Schedules
.(a) Exhibits
The following exhibits are filed as part of this Report or hereby incorporated by reference to exhibits previously filed with the SEC:
| | | | | |
| Exhibit | Description |
| 10.1 | |
| 10.2 | |
| 31.1* | |
| 31.2* | |
| 32.1** | |
| 32.2** | |
| 101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed herewith |
| ** | Furnished herewith |
(1) | Incorporated by reference to the Company’s Current Report on Form 8-K, filed by the Company on July 30, 2024 (File No. 000-56571). |
| (2) | Incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed by the Company on August 13, 2024 (File No. 000-56571). |
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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.
| | | | | | | | | | | |
| | North Haven Private Income Fund A LLC |
Dated: November 12, 2024 | | By: | /s/ Jeffrey S. Levin |
| | | Jeffrey S. Levin Director and Chief Executive Officer (Principal Executive Officer) |
| | | |
Dated: November 12, 2024 | | By: | /s/ David Pessah |
| | | David Pessah Chief Financial Officer (Principal Financial Officer) |