UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
| (Address of principal executive offices) | (Zip Code) | |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | 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.
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the 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 | ☐ |
| ☒ | 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
As of May 14, 2025, the registrant had
Table of Contents
| 1 |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q 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. We are externally managed by the Adviser, a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). 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; | |
| • | 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; | |
| • | our contractual arrangements and relationships with third parties; | |
| • | actual and potential conflicts of interest with our 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 timing and amount of cash flows, if any, from the operations of our portfolio companies; | |
| • | 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; | |
| • | 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” and elsewhere in this Quarterly Report on Form 10-Q. |
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
2
assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statements in this Quarterly Report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. This Quarterly Report on Form 10-Q contains forward-looking statements, which may relate to future events or our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those described or identified in the section entitled “Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report on Form 10-Q. 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 may file with the SEC in the future, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
3
Lord Abbett Private Credit Fund
Consolidated Statements of Assets and Liabilities (Unaudited)
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
| March 31, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Investments at fair value | ||||||||
| Non-controlled/non-affiliated investments (cost $ | $ | $ | ||||||
| Controlled/affiliated investments (cost $ | ||||||||
| Total investments at fair value (cost of $ | $ | $ | ||||||
| Cash and cash equivalents | ||||||||
| Interest receivable from non-controlled/non-affiliated investments | ||||||||
| Dividend receivable from controlled/affiliated investments | ||||||||
| Due from affiliate | ||||||||
| Receivable for investments sold | ||||||||
| Deferred offering costs | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES | ||||||||
| Debt (net of deferred financing costs of $ | $ | $ | ||||||
| Interest payable | ||||||||
| Income incentive fees payable | ||||||||
| Due to affiliate | ||||||||
| Professional fees payable | ||||||||
| Management fees payable | ||||||||
| Administration fees payable | ||||||||
| Capital gains incentive fees payable | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Distribution payable | ||||||||
| Total liabilities | $ | $ | ||||||
| Total net assets | $ | $ | ||||||
| Commitments and contingencies (Note 6) | ||||||||
| NET ASSETS | ||||||||
| Common shares, $0.01 par value ( | $ | $ | ||||||
| Paid in capital in excess of par value | ||||||||
| Total distributable earnings /(accumulated loss) | ||||||||
| Total net assets | $ | $ | ||||||
| Total liabilities and net assets | $ | $ | ||||||
| Net asset value per share | $ | $ | ||||||
4
The accompanying notes are an integral part of these consolidated financial statements.
Lord Abbett Private Credit Fund
Consolidated Statements of Operations (Unaudited)
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
| For the three months ended March 31, 2025 |
For the period from February 23, 2024 (commencement of operations) to March 31, 2024 | |||||||
| Investment income | ||||||||
| Non-controlled/non-affiliated investments: | ||||||||
| Interest income | $ | $ | ||||||
| Fee income | ||||||||
| Controlled/affiliated investments: | ||||||||
| Dividend income | $ | |||||||
| Total investment income | $ | $ | ||||||
| Expenses | ||||||||
| Interest expense | $ | $ | ||||||
| Income incentive fees | ||||||||
| Professional fees | ||||||||
| Management fees | ||||||||
| Other general & administrative | ||||||||
| Administration fees | ||||||||
| Amortization of offering costs | ||||||||
| Capital gains incentive fees | $ | |||||||
| Total expenses | $ | $ | ||||||
| Expense reimbursement (Note 3) | $ | ( |
) | $ | ( | ) | ||
| Management fees waived | ( |
) | $ | |||||
| Net expenses | $ | $ | ||||||
| Net investment income (loss) | $ | $ | ||||||
| Net realized gain/(loss) and change in unrealized appreciation (depreciation): | ||||||||
| Net realized gain/(loss): | ||||||||
| Non-controlled/non-affiliated investments | $ | $ | ||||||
| Net realized gain/(loss) | $ | $ | ||||||
| Net change in unrealized appreciation (depreciation): | ||||||||
| Non-controlled/non-affiliated investments | $ | $ | ||||||
| Controlled/affiliated investments | $ | $ | ||||||
| Net change in unrealized appreciation (depreciation) | $ | $ | ||||||
| Net realized gain/(loss) and change in unrealized appreciation (depreciation) | $ | $ | ||||||
| Net increase (decrease) in net assets resulting from operations | $ | $ | ||||||
5
The accompanying notes are an integral part of these consolidated financial statements.
Lord Abbett Private Credit Fund
Consolidated Statements of Changes in Net Assets (Unaudited)
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
| For the three months ended March 31, 2025 | For the period from February 23, 2024 (commencement of operations) to March 31, 2024 | |||||||
| Net increase (decrease) in net assets resulting from operations | ||||||||
| Net investment income (loss) | $ | $ | ||||||
| Net realized gain/(loss) | ||||||||
| Net change in unrealized appreciation (depreciation) | ||||||||
| Net increase (decrease) in net assets resulting from operations | $ | $ | ||||||
| Distributions to common shareholders from: | ||||||||
| Income distributions | $ | ( | ) | $ | ( | ) | ||
| Net decrease in net assets resulting from distributions | $ | ( | ) | $ | ( | ) | ||
| Capital share transactions | ||||||||
| Proceeds from capital contributions/shares sold | $ | $ | ||||||
| Return of capital contributions | ||||||||
| Net increase (decrease) from capital share transactions | $ | $ | ||||||
| Total increase (decrease) in net assets | ||||||||
| Net assets, beginning of period | $ | $ | ||||||
| Net assets, end of period | $ | $ | ||||||
6
The accompanying notes are an integral part of these consolidated financial statements.
Lord Abbett Private Credit Fund
Consolidated Statements of Cash Flows (Unaudited)
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
| For
the three months ended March 31, 2025 | For the period from February 23, 2024 (commencement of operations) to March 31, 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net increase (decrease) in net assets resulting from operations | ||||||||
| Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: | ||||||||
| Net realized (gain)/loss | ( | ) | ||||||
| Net change in unrealized (appreciation)/depreciation | ( | ) | ||||||
| Purchases of investments | ( | ) | ( | ) | ||||
| Proceeds from principal repayments | ||||||||
| Net amortization (accretion) on investments | ( | ) | ( | ) | ||||
| Amortization of deferred financing costs | ( | ) | ||||||
| Amortization of deferred offerring costs | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Interest receivable from non-controlled/non-affiliated investments | ( | ) | ||||||
| Dividend receivable from controlled/affiliated investments | ( | ) | ||||||
| Due from Advisor | ( | ) | ||||||
| Receivable for investments sold | ( | ) | ||||||
| Other assets | ||||||||
| Interest payable | ( | ) | ||||||
| Due to affiliate | ( | ) | ||||||
| Investment purchases payable | ||||||||
| Management fees payable | ||||||||
| Administration fees payable | ||||||||
| Income incentive fees payable | ||||||||
| Capital gains incentive fees payable | ||||||||
| Professional fees payable | ||||||||
| Accrued expenses and other liabilities | ( | ) | ||||||
| Net cash provided by (used in) operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Borrowings of debt | ||||||||
| Repayments of debt | ( | ) | ||||||
| Proceeds from capital contributions/shares sold | ||||||||
| Return of capital contributions | ||||||||
| Income distributions to common shareholders, net of distributions payable | ( | ) | ||||||
| Deferred financing costs paid | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | ||||||||
| Supplemental cash flow information | ||||||||
| Interest paid during the period | ||||||||
7
The accompanying notes are an integral part of these consolidated financial statements.
Lord Abbett Private Credit Fund
Consolidated Schedules of Investments (Unaudited)
March 31, 2025
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
| Investments(1) | Reference Rate and Spread(2) | Interest Rate(2) | Maturity Date | Par Amount/ Common Units | Cost(3) | Fair Value | % of Net Assets | ||||||||
| Investments—non-controlled/non-affiliated | |||||||||||||||
| First Lien Secured Debt— non-controlled/non-affiliated(4) (6) | |||||||||||||||
| Aerospace & Defense | |||||||||||||||
| Applied Aerospace Structures Corp. | $ | $ | $ | % | |||||||||||
| Applied Aerospace Structures Corp. (Delayed Draw)(8) | ( | ( | ( | ) | |||||||||||
| Applied Aerospace Structures Corp. (Revolver)(8) | |||||||||||||||
| Electro Methods | |||||||||||||||
| Electro Methods (Revolver)(8) | ( | ( | ( | ) | |||||||||||
| Air Freight & Logistics | |||||||||||||||
| RJW Logistics Group, Inc | |||||||||||||||
| RJW Logistics Group, Inc (Delayed Draw)(8) | ( | ( | ( | ) | |||||||||||
| Commercial Services & Supplies | |||||||||||||||
| Ambient Enterprises Holdco, LLC | |||||||||||||||
| Ambient Enterprises Holdco, LLC (Delayed Draw)(8) | ( | ( | |||||||||||||
| JFL-Atomic AcquisitionCo, Inc. | |||||||||||||||
| JFL-Atomic AcquisitionCo, Inc. (Delayed Draw)(8) | |||||||||||||||
| JFL-Atomic AcquisitionCo, Inc. (Revolver)(8) | ( | ( | ( | ) | |||||||||||
| Meridian Waste Acquisitions, LLC | |||||||||||||||
| Meridian Waste Acquisitions, LLC (Delayed Draw)(8) | |||||||||||||||
| Meridian Waste Acquisitions, LLC (Revolver)(8) | |||||||||||||||
| United Flow Technologies Intermediate Holdco II,LLC | |||||||||||||||
| United Flow Technologies Intermediate Holdco II,LLC (Delayed Draw)(8) | |||||||||||||||
| United Flow Technologies Intermediate Holdco II,LLC (Revolver)(8) | ( | ( | |||||||||||||
| Construction and Engineering | |||||||||||||||
| Qualus Power Services Corp (Delayed Draw)(8) | ( | ( | ( | ) | |||||||||||
| ( | ( | ( | ) | ||||||||||||
| Containers & Packaging | |||||||||||||||
| Schoeneck Containers, LLC | |||||||||||||||
| Schoeneck Containers, LLC (Delayed Draw) | |||||||||||||||
| Schoeneck Containers, LLC (Revolver)(8) | |||||||||||||||
| Electrical Equipment | |||||||||||||||
| Spark Buyer, LLC | |||||||||||||||
| Spark Buyer, LLC (Delayed Draw)(8) | ( | ( | ( | ) | |||||||||||
| Spark Buyer, LLC (Revolver)(8) | ( | ( | ( | ) | |||||||||||
| Health Care Equipment & Supplies | |||||||||||||||
| MGS MFG. Group, Inc. | |||||||||||||||
| MGS MFG. Group, Inc. (Delayed Draw) | |||||||||||||||
| MGS MFG. Group, Inc. (Revolver)(8) | |||||||||||||||
8
The accompanying notes are an integral part of these consolidated financial statements.
Lord Abbett Private Credit Fund
Consolidated Schedules of Investments (Unaudited) (continued)
March 31, 2025
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
| Investments(1) | Reference Rate and Spread(2) | Interest Rate(2) | Maturity Date | Par Amount/ Common Units | Cost(3) | Fair Value | % of Net Assets | ||||||||
| Investments—non-controlled/non-affiliated | |||||||||||||||
| First Lien Secured Debt— non-controlled/non-affiliated(4) (6) | |||||||||||||||
| Health Care Providers & Services | |||||||||||||||
| Continental Buyer Inc | $ | % | |||||||||||||
| Continental Buyer Inc (Delayed Draw)(8) | |||||||||||||||
| Continental Buyer Inc (Revolver)(8) | ( | ( | ( | ) | |||||||||||
| Endo1 Partners - California, LLC | |||||||||||||||
| Flourish Research Acquisition, LLC | |||||||||||||||
| Flourish Research Acquisition, LLC (Delayed Draw)(8) | |||||||||||||||
| Flourish Research Acquisition, LLC (Delayed Draw)(8) | |||||||||||||||
| Flourish Research Acquisition, LLC (Revolver)(8) | ( | ( | ( | ) | |||||||||||
| Insurance | |||||||||||||||
| Accession Risk Management Group, Inc | |||||||||||||||
| Accession Risk Management Group, Inc (Delayed Draw Term)(8) | |||||||||||||||
| Accession Risk Management Group, Inc (Revolver)(8) | ( | ( | |||||||||||||
| Keystone Agency Investors | |||||||||||||||
| Keystone Agency Investors (Delayed Draw)(8) | ( | ( | ( | ||||||||||||
| World Insurance Associates, LLC (Delayed Draw)8) | ( | ( | |||||||||||||
| World Insurance Associates, LLC (Revolver)8) | ( | ( | |||||||||||||
| IT Services | |||||||||||||||
| BCM One, Inc. | |||||||||||||||
| BCM One, Inc. (Delayed Draw) | |||||||||||||||
| BCM One, Inc. (Revolver)(8) | |||||||||||||||
| GCOM | |||||||||||||||
| Leisure Products | |||||||||||||||
| Playpower, Inc. | |||||||||||||||
| Playpower, Inc. (Revolver)(8) | ( | ( | ( | ) | |||||||||||
| Life Sciences Tools & Services | |||||||||||||||
| TransnetYX, Inc | |||||||||||||||
| TransnetYX, Inc (Revolver)(8) | |||||||||||||||
| Professional Services | |||||||||||||||
| ComPsych Investment Corp. | |||||||||||||||
| ComPsych Investment Corp. (Delayed Draw)(8) | ( | ||||||||||||||
| Vensure Employer Services Inc | |||||||||||||||
| Vensure Employer Services Inc (Delayed Draw)(8) | ( | ( | ( | ) | |||||||||||
| Software | |||||||||||||||
| Databricks, Inc. | |||||||||||||||
| Databricks, Inc. (Delayed Draw)(8) | |||||||||||||||
| Telecommunication Services | |||||||||||||||
| Clearwave Fiber (Revolver)(8) | |||||||||||||||
9
The accompanying notes are an integral part of these consolidated financial statements.
Lord Abbett Private Credit Fund
Consolidated Schedules of Investments (Unaudited) (continued)
March 31, 2025
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
| Investments(1) | Reference Rate and Spread(2) | Interest Rate(2) | Maturity Date | Par Amount/ Common Units | Cost(3) | Fair Value | % of Net Assets | ||||||||
| Investments—non-controlled/non-affiliated | |||||||||||||||
| First Lien Secured Debt— non-controlled/non-affiliated(4) (6) | |||||||||||||||
| Textiles, Apparel & Luxury Goods | |||||||||||||||
| Kravet Inc. | $ | % | |||||||||||||
| Kravet Inc. (Revolver)(8) | ( | ( | ( | ||||||||||||
| Total First Lien Secured Debt—non-controlled/non-affiliated | $ | $ | % | ||||||||||||
| Investments—controlled/affiliated | |||||||||||||||
| Investments in Joint Venture(4) (6) (10) | |||||||||||||||
| SBLA Private Credit LLC(5) | |||||||||||||||
| Total Investments in Joint Venture | |||||||||||||||
| Total Investments at Fair Value(9) | $ | $ | % |
| (1) | |
| (2) | |
| (3) | |
| (4) | |
| (5) | |
| (6) | |
| (7) | Not used. |
| (8) |
10
The accompanying notes are an integral part of these consolidated financial statements.
Lord Abbett Private Credit Fund
Consolidated Schedules of Investments (Unaudited) (continued)
March 31, 2025
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
| Investments | Maturity Date | Unfunded | ||||
| Accession Risk Management Group, Inc (Delayed Draw) | $ | |||||
| Accession Risk Management Group, Inc (Revolver) | ||||||
| Ambient Enterprises Holdco, LLC (Delayed Draw) | ||||||
| Applied Aerospace Structures Corp. (Delayed Draw) | ||||||
| Applied Aerospace Structures Corp. (Revolver) | ||||||
| BCM One, Inc. (Revolver) | ||||||
| Clearwave Fiber (Revolver) | ||||||
| ComPsych Investment Corp. (Delayed Draw) | ||||||
| Continental Buyer Inc (Revolver) | ||||||
| Databricks Inc (Delayed Draw Term) | ||||||
| Electro Methods (Revolver) | ||||||
| Flourish Research Acquisition, LLC (Delayed Draw) | ||||||
| Flourish Research Acquisition, LLC (Revolver) | ||||||
| JFL-Atomic AcquisitionCo, Inc. (Delayed Draw) | ||||||
| JFL-Atomic AcquisitionCo, Inc. (Revolver) | ||||||
| Keystone Agency Investors (Delayed Draw) | ||||||
| Kravet Inc. (Revolver) | ||||||
| Meridian Waste Acquisitions, LLC (Delayed Draw) | ||||||
| Meridian Waste Acquisitions, LLC (Revolver) | ||||||
| MGS MFG. Group, Inc. (Revolver) | ||||||
| Playpower, Inc. (Revolver) | ||||||
| Qualus Power Services Corp (Delayed Draw) | ||||||
| RJW Logistics Group, Inc (Delayed Draw) | ||||||
| Schoeneck Containers, LLC (Revolver) | ||||||
| Spark Buyer, LLC (Delayed Draw) | ||||||
| Spark Buyer, LLC (Revolver) | ||||||
| TransnetYX, Inc (Revolver) | ||||||
| United Flow Technologies Intermediate Holdco II, LLC (Delayed Draw) | ||||||
| United Flow Technologies Intermediate Holdco II, LLC (Revolver) | ||||||
| Vensure Employer Services Inc (Delayed Draw) | ||||||
| World Insurance Associates, LLC (Delayed Draw) | ||||||
| World Insurance Associates, LLC (Revolver) | ||||||
| Total | $ | |||||
| (9) | Unless otherwise indicated, all securities are pledged as collateral to our SMBC Revolving Credit Facility (“SMBC Revolving Credit Facility”) or our ABL Credit Facility with Bank of America (“ABL Credit Facility”) as defined in “Note 5 - Debt”) As such, these securities are not available as collateral to our general creditors. |
| (10) | Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company is deemed to “control” a portfolio company if the Company owns 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. Under the 1940 Act, the Company is 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 March 31, 2025, the Company’s controlled/affiliated investments were as follows: |
| Fair Value as of January 1, 2025 | Gross Additions | Gross Reductions | Net Change in Unrealized appreciation/ (depreciation) | Net Realized Gain (Loss) | Fair Value March 31, | Dividend Income | ||||||||||||||||||||||
| Controlled/Affiliated Investments | ||||||||||||||||||||||||||||
| SBLA Private Credit LLC | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
11
The accompanying notes are an integral part of these consolidated financial statements.
Lord Abbett Private Credit Fund
Consolidated Schedules of Investments (Unaudited) (continued)
March 31, 2025
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
The following shows the composition of the Company’s portfolio at fair value by industry and geography as of March 31, 2025.
| Industry | Investment Type | Fair Value | Percentage of Total Investments at Fair Value | |||||||
| Commercial Services & Supplies | $ | % | ||||||||
| Health Care Providers & Services | ||||||||||
| Aerospace & Defense | ||||||||||
| IT Services | ||||||||||
| Electrical Equipment | ||||||||||
| Leisure Products | ||||||||||
| Professional Services | ||||||||||
| Air Freight & Logistics | ||||||||||
| Investments in Joint Ventures | ||||||||||
| Textiles, Apparel & Luxury Goods | ||||||||||
| Insurance | ||||||||||
| Software | ||||||||||
| Life Science Tools & Services | ||||||||||
| Containers & Packaging | ||||||||||
| Health Care Equipment & Supplies | ||||||||||
| Telecommunication Services | ||||||||||
| Construction and Engineering | ( | ) | ( | ) | ||||||
| Total | $ | % | ||||||||
| Geography | Fair Value | Percentage
of Total Investments at Fair Value | ||||||
| United States | % | |||||||
| Total | $ | % | ||||||
12
The accompanying notes are an integral part of these consolidated financial statements.
Lord Abbett Private Credit Fund
Consolidated Schedules of Investments (Unaudited) (continued)
December 31, 2024
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
| Investments(1) | Reference Rate and Spread (2) | Interest Rate(2) | Maturity Date | Par Amount/ Common Shares | Cost(3) | Fair Value | % of Net Assets | |||||||||||||||||
| Investments—non-controlled/non-affiliated | ||||||||||||||||||||||||
| First Lien Secured Debt— non-controlled/non-affiliated(4) (6) | ||||||||||||||||||||||||
| Aerospace & Defense | ||||||||||||||||||||||||
| Applied Aerospace Structures Corp. (Term Loan) | 3M S + 4.75% | 9.08% | 12/1/2030 | $39,964 | $39,577 | $ | 39,616 | 19.47% | ||||||||||||||||
| Applied Aerospace Structures Corp. (Delayed Draw) (8) | 3M S + 4.75% | N/A | 11/29/2030 | — | (77) | (139) | (0.07) | |||||||||||||||||
| Applied Aerospace Structures Corp. (Revolver) (8) | 3M S + 4.75% | N/A | 11/29/2030 | — | (62) | (56) | (0.03) | |||||||||||||||||
| 39,438 | 39,421 | 19.37 | ||||||||||||||||||||||
| Air Freight & Logistics | ||||||||||||||||||||||||
| RJW Logistics Group, Inc (Term Loan) | 3M S + 5.25% | 9.58% | 11/26/2031 | $34,633 | $34,285 | $34,284 | 16.85 | |||||||||||||||||
| RJW Logistics Group, Inc (Delayed Draw) (8) | 3M S + 5.25% | N/A | 11/26/2031 | — | (17) | (17) | (0.01) | |||||||||||||||||
| 34,268 | 34,267 | 16.84 | ||||||||||||||||||||||
| Commercial Services & Supplies | ||||||||||||||||||||||||
| Ambient Enterprises Holdco LLC (Term Loan) | 3M S + 5.75% | 10.08% | 12/27/2031 | 2,073 | 2,052 | 2052 | 1.01 | |||||||||||||||||
| Ambient Enterprises Holdco LLC (Delayed Draw) (8) | 3M S + 5.75% | N/A | 6/30/2030 | — | (2) | (2) | —(11) | |||||||||||||||||
| Meridian Waste Acquisitions, LLC (Term Loan) | 3M S + 3.75% | 8.40% | 8/30/2029 | 9,043 | 9,023 | 8998 | 4.41 | |||||||||||||||||
| Meridian Waste Acquisitions, LLC (Delayed Draw) (8) | 1M S + 3.75% | 8.25% | 8/30/2029 | 927 | 927 | 907 | 0.45 | |||||||||||||||||
| Meridian Waste Acquisitions, LLC (Revolver) (8) | 3M S + 3.25% | 7.99% | 8/30/2029 | 275 | 275 | 266 | 0.13 | |||||||||||||||||
| United Flow Technologies Intermediate Holdco II, LLC (Term Loan) | 3M S + 5.25% | 9.58% | 6/23/2031 | 11,970 | 11,800 | 11,866 | 5.83 | |||||||||||||||||
| United Flow Technologies Intermediate Holdco II, LLC (Delayed Draw) (8) | 3M S + 5.25% | 9.88% | 6/23/2031 | 980 | 904 | 893 | 0.44 | |||||||||||||||||
| United Flow Technologies Intermediate Holdco II, LLC (Revolver) (8) | 3M S + 5.25% | N/A | 6/21/2030 | — | (27) | (17) | (0.01) | |||||||||||||||||
| 24,952 | 24,963 | 12.26 | ||||||||||||||||||||||
| Construction and Engineering | ||||||||||||||||||||||||
| Qualus Power Services Corp (Delayed Draw) (8) | 3M S + 1.00% | N/A | 3/27/2028 | — | (118) | (118) | (0.06) | |||||||||||||||||
| (118) | (118) | (0.06) | ||||||||||||||||||||||
| Containers & Packaging | ||||||||||||||||||||||||
| Schoeneck Containers, LLC (Term Loan) | 3M S + 4.75% | 9.53% | 5/7/2025 | 9,322 | 9,322 | 9311 | 4.57 | |||||||||||||||||
| Schoeneck Containers, LLC (Delayed Draw) | 3M S + 4.75% | 9.53% | 5/7/2025 | 4,756 | 4,756 | 4751 | 2.33 | |||||||||||||||||
| Schoeneck Containers, LLC (Revolver)(8) | 3M P + 3.75% | 11.25% | 5/7/2025 | 597 | 597 | 592 | 0.30 | |||||||||||||||||
| 14,675 | 14,654 | 7.20 | ||||||||||||||||||||||
| Electrical Equipment | ||||||||||||||||||||||||
| Sparkstone Electrical Group (Term Loan) | 3M S + 5.25% | 9.77% | 10/15/2031 | 46,875 | 46,187 | 46,187 | 22.70 | |||||||||||||||||
| Sparkstone Electrical Group (Delayed Draw) (8) | 3M S + 5.25% | N/A | 10/15/2031 | — | (136) | $(136) | (0.07) | |||||||||||||||||
| Sparkstone Electrical Group (Revolver) (8) | 3M S + 5.25% | N/A | 10/15/2031 | — | (137) | $(137) | (0.07) | |||||||||||||||||
| 45,914 | 45,914 | 22.56 | ||||||||||||||||||||||
| Health Care Equipment & Supplies | ||||||||||||||||||||||||
| MGS MFG. Group, Inc. (Term Loan) | 1M S + 4.25% | 8.71% | 5/31/2027 | 3,312 | 3,312 | 3,312 | 1.63 | |||||||||||||||||
| MGS MFG. Group, Inc. (Delayed Draw) | 1M S + 4.25% | 8.71% | 5/31/2027 | 2,794 | 2,794 | 2,794 | 1.37 | |||||||||||||||||
| MGS MFG. Group, Inc. (Revolver)(8) | 3M S + 4.25% | N/A | 5/31/2027 | — | — | — | — | |||||||||||||||||
| 6,106 | 6,106 | 3.00 | ||||||||||||||||||||||
| Health Care Providers & Services | ||||||||||||||||||||||||
| Continental Buyer Inc (Term Loan) | 6M S + 5.25% | 9.50% | 4/2/2031 | 32,403 | 31,954 | 32,403 | 15.92% | |||||||||||||||||
| Continental Buyer Inc (Delayed Draw)(8) | 3M S + 5.25% | N/A | 4/2/2031 | — | (85) | — | — | |||||||||||||||||
| Continental Buyer Inc (Revolver)(8) | 3M S + 5.25% | 9.53% | 4/2/2031 | — | (64) | — | — | |||||||||||||||||
| Endo1 Partners - California, LLC | 1M S + 5.25% | 9.86% | 3/24/2026 | 4,807 | 4,807 | 4,807 | 2.36 | |||||||||||||||||
| Flourish Research Acquisition, LLC (Term Loan) | 3M S + 5.00% | 9.53% | 11/6/2031 | 15,970 | 15,734 | 15,734 | 7.73 | |||||||||||||||||
| Flourish Research Acquisition, LLC (Delayed Draw) (8) | 3M S + 5.00% | 9.44% | 11/6/2031 | 837 | 773 | 773 | 0.38 | |||||||||||||||||
| Flourish Research Acquisition, LLC (Revolver) (8) | 3M S + 5.00% | N/A | 11/6/2031 | — | (61) | (61) | (0.03) | |||||||||||||||||
| 53,058 | 53,656 | 26.36 | ||||||||||||||||||||||
13
The accompanying notes are an integral part of these consolidated financial statements.
Lord Abbett Private Credit Fund
Consolidated Schedules of Investments (Unaudited) (continued)
December 31, 2024
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
| Investments(1) | Reference | Interest Rate(2) | Maturity Date | Par Amount/ Common Shares | Cost(3) | Fair | % of | |||||||||||||||||
| Insurance | ||||||||||||||||||||||||
| Ardonagh Midco 3 PLC (Term Loan)(5)(7) | 6M S + 4.75% | 9.90% | 2/17/2031 | 29,398 | 28,995 | 29,398 | 14.44 | |||||||||||||||||
| RSC Acquisition, Inc. (Delayed Draw) | 3M S + 4.75% | 9.34% | 11/1/2029 | 7,135 | 7,104 | 7,117 | 3.50 | |||||||||||||||||
| RSC Acquisition, Inc. (Delayed Draw)(8) | 3M S + 4.75% | N/A | 11/1/2029 | — | (186) | (100) | (0.05) | |||||||||||||||||
| RSC Acquisition, Inc. (Revolver)(8) | 3M P + 3.75% | N/A | 10/30/2029 | — | (24) | (13) | (0.01) | |||||||||||||||||
| 35,889 | 36,402 | 17.88 | ||||||||||||||||||||||
| IT Services | ||||||||||||||||||||||||
| BCM One, Inc. (Term Loan) | 6M S + 4.50% | 8.85% | 11/17/2027 | 9,684 | 9,684 | 9,684 | 4.76 | |||||||||||||||||
| BCM One, Inc. (Delayed Draw) | 1M S + 4.50% | 8.96% | 11/17/2027 | 4,762 | 4,762 | 4,762 | 2.34 | |||||||||||||||||
| BCM One, Inc. (Revolver)(8) | 3M S + 4.50% | N/A | 11/17/2027 | — | — | — | — | |||||||||||||||||
| GCOM (Term Loan) | 3M S + 7.50% | 12.28% | 8/1/2031 | 39,798 | 39,414 | 39,500 | 19.40 | |||||||||||||||||
| 53,860 | 53,946 | 26.50 | ||||||||||||||||||||||
| Leisure Products | ||||||||||||||||||||||||
| Playpower, Inc. (Term Loan) | 3M S + 5.25% | 9.58% | 8/28/2030 | $43,326 | $42,704 | $42,732 | 20.99 | |||||||||||||||||
| Playpower, Inc. (Revolver)(8) | 3M S + 5.25% | N/A | 8/28/2030 | — | (93) | (90) | (0.04) | |||||||||||||||||
| 42,611 | 42,642 | 20.95 | ||||||||||||||||||||||
| Life Sciences Tools & Services | ||||||||||||||||||||||||
| TransnetYX, Inc (Term Loan) | 3M S + 5.25% | 9.78% | 4/13/2027 | 16,050 | 16,050 | 16,050 | 7.89 | |||||||||||||||||
| TransnetYX, Inc (Revolver)(8) | 3M S + 5.25% | N/A | 4/13/2027 | — | — | — | — | |||||||||||||||||
| 16,050 | 16,050 | 7.89 | ||||||||||||||||||||||
| Professional Services | ||||||||||||||||||||||||
| ComPsych Investment Corp. (Term Loan) | 3M S + 4.75% | 9.38% | 7/22/2031 | 15,170 | 15,134 | 15,132 | 7.44 | |||||||||||||||||
| ComPsych Investment Corp. (Delayed Draw) (8) | 3M S + 4.75% | N/A | 7/22/2031 | — | (9) | (19) | (0.01) | |||||||||||||||||
| Vensure Employer Services Inc (Term Loan) | 3M S + 5.00% | 9.33% | 9/29/2031 | 19,888 | 19,793 | 19,792 | 9.72 | |||||||||||||||||
| Vensure Employer Services Inc (Delayed Draw) (8) | 3M S + 5.00% | 9.65% | 9/29/2031 | 1,234 | 1,208 | 1,194 | 0.59 | |||||||||||||||||
| 36,126 | 36,099 | 17.74 | ||||||||||||||||||||||
| Telecommunication Services | ||||||||||||||||||||||||
| Clearwave Fiber (Revolver) (8) | 3M S + 4.00% | 8.40% | 12/13/2029 | 6,439 | 6,291 | 6,291 | 3.09 | |||||||||||||||||
| 6,291 | 6,291 | 3.09 | ||||||||||||||||||||||
| Textiles, Apparel & Luxury Goods | ||||||||||||||||||||||||
| Kravet Inc. (Term Loan) | 1M S + 5.25% | 9.77% | 11/25/2030 | 29,590 | 29,152 | 29,152 | 14.32 | |||||||||||||||||
| Kravet Inc. (Revolver) (8) | 3M S + 5.25% | N/A | 11/25/2030 | — | (78) | (78) | (0.04) | |||||||||||||||||
| 29,074 | 29,074 | 14.28 | ||||||||||||||||||||||
| Total First Lien Secured Debt—non-controlled/non-affiliated | $438,194 | $439,367 | 215.86% | |||||||||||||||||||||
| Investments—controlled/affiliated | ||||||||||||||||||||||||
| Investments in Joint Venture(4) (6) (10) | ||||||||||||||||||||||||
| SBLA Private Credit LLC(5) | $33,224 | $33,224 | $33,221 | 16.32% | ||||||||||||||||||||
| 33,224 | 33,221 | 16.32 | ||||||||||||||||||||||
| Total Investments in Joint Venture | $33,224 | $33,221 | 16.32% | |||||||||||||||||||||
| Total Investments at Fair Value(9) | $471,418 | $472,588 | 232.18% | |||||||||||||||||||||
| (1) | Unless otherwise indicated, debt investments held by the Company are denominated in USD dollars. All debt investments are income producing unless otherwise indicated. |
14
The accompanying notes are an integral part of these consolidated financial statements.
Lord Abbett Private Credit Fund
Consolidated Schedules of Investments (Unaudited) (continued)
December 31, 2024
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
| (2) | Unless otherwise indicated, loan contains a variable rate structure, and may be subject to an interest rate floor. Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either the Secured Overnight Financing Rate (“SOFR” or “S”), or an alternate base rate (commonly based on the U.S. Prime Rate (“P”), which generally resets periodically. For each loan, the Company has indicated the reference rate used (including any adjustments per the loan agreements), and provided the spread and interest rate in effect as of December 31, 2024. |
| (3) | The cost represents the original cost adjusted for the accretion of discounts and amortization of premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
| (4) | Unless otherwise indicated, issuers of debt held by the Company are domiciled in the United States. |
| (5) | Investments that the Company has determined are not “qualifying assets” under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any nonqualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. The status of these assets under the 1940 Act is subject to change. The Company monitors the status of these assets on an ongoing basis. As of December 31, 2024, non-qualifying assets represented approximately 10.59% of the total assets of the Company. |
| (6) | All investments are valued using unobservable inputs (Level 3), unless otherwise noted (see “Note 2 - Summary of Significant Accounting Policies and Note 4 - Investments”). |
| (7) | The issuer of this investment is domiciled in the United Kingdom. |
| (8) | Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value result from unamortized fees, which are capitalized to the investment cost. See below for more information on the Company’s unfunded commitments: |
| Investments | Maturity Date | Unfunded | ||||
| Ambient Enterprises Holdco LLC (Delayed Draw) | 6/30/2030 | $ | 427 | |||
| Applied Aerospace Structures Corp. (Delayed Draw) | 11/29/2030 | 16,026 | ||||
| Applied Aerospace Structures Corp. (Revolver) | 11/29/2030 | 6,410 | ||||
| BCM One, Inc. (Revolver) | 11/17/2027 | 1,530 | ||||
| Clearwave Fiber (Revolver) | 12/13/2029 | 5,561 | ||||
| ComPsych Investment Corp. (Delayed Draw) | 7/22/2031 | 7,778 | ||||
| Continental Buyer Inc (Delayed Draw) | 4/2/2031 | 12,739 | ||||
| Continental Buyer Inc (Revolver) | 4/2/2031 | 4,777 | ||||
| Flourish Research Acquisition, LLC (Delayed Draw) | 11/6/2031 | 7,009 | ||||
| Flourish Research Acquisition, LLC (Revolver) | 11/6/2031 | 4,185 | ||||
| Kravet Inc. (Revolver) | 11/25/2030 | 5,284 | ||||
| Meridian Waste Acquisitions, LLC (Delayed Draw) | 8/30/2029 | 2,982 | ||||
| Meridian Waste Acquisitions, LLC (Revolver) | 8/30/2029 | 1,501 | ||||
| MGS MFG. Group, Inc. (Revolver) | 5/31/2027 | 1,776 | ||||
| Playpower, Inc. (Revolver) | 8/28/2030 | 6,565 | ||||
| Qualus Power Services Corp (Delayed Draw) | 3/27/2028 | 25,000 | ||||
| RJW Logistics Group, Inc (Delayed Draw) | 11/1/2031 | 3,436 | ||||
| RSC Acquisition, Inc. (Delayed Draw) | 11/1/2029 | 40,097 | ||||
| RSC Acquisition, Inc. (Revolver) | 10/30/2029 | 5,250 | ||||
| Schoeneck Containers, LLC (Revolver) | 5/7/2025 | 2,812 | ||||
| Sparkstone Electrical Group (Delayed Draw) | 10/15/2031 | 18,750 | ||||
| Sparkstone Electrical Group (Revolver) | 10/15/2031 | 9,375 | ||||
| TransnetYX, Inc (Revolver) | 4/13/2026 | 2,167 | ||||
| United Flow Technologies Intermediate Holdco II, LLC (Delayed Draw) | 6/23/2031 | 9,020 | ||||
| United Flow Technologies Intermediate Holdco II, LLC (Revolver) | 6/21/2030 | 2,000 | ||||
| Vensure Employer Services Inc (Delayed Draw) | 9/29/2031 | 6,878 | ||||
| Total | $ | 209,335 | ||||
| (9) | Unless otherwise indicated, all securities are pledged as collateral to our SMBC Revolving Credit Facility (“SMBC Revolving Credit Facility”) as defined in “Note 5 - Debt”). As such, these securities are not available as collateral to our general creditor |
The following shows the composition of the Company’s portfolio at fair value by industry and geography as of December 31, 2024.
15
The accompanying notes are an integral part of these consolidated financial statements.
Lord Abbett Private Credit Fund
Consolidated Schedules of Investments (Unaudited) (continued)
December 31, 2024
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
| Industry | Investment Type | Fair Value | Percentage of Total Investments at Fair Value | |||||||
| IT Services | First Lien Secured Debt | $ | 53,946 | 11.42 | % | |||||
| Health Care Providers & Services | First Lien Secured Debt | 53,656 | 11.35 | |||||||
| Electrical Equipment | First Lien Secured Debt | 45,914 | 9.72 | |||||||
| Leisure Products | First Lien Secured Debt | 42,642 | 9.02 | |||||||
| Aerospace & Defense | First Lien Secured Debt | 39,421 | 8.34 | |||||||
| Insurance | First Lien Secured Debt | 36,402 | 7.70 | |||||||
| Professional Services | First Lien Secured Debt | 36,099 | 7.64 | |||||||
| Air Freight & Logistics | First Lien Secured Debt | 34,267 | 7.25 | |||||||
| Investment in Joint Venture | Joint Venture | 33,221 | 7.03 | |||||||
| Textiles, Apparel & Luxury Goods | First Lien Secured Debt | 29,074 | 6.15 | |||||||
| Commercial Services & Supplies | First Lien Secured Debt | 24,963 | 5.28 | |||||||
| Life Sciences Tools & Services | First Lien Secured Debt | 16,050 | 3.40 | |||||||
| Containers & Packaging | First Lien Secured Debt | 14,654 | 3.10 | |||||||
| Telecommunication Services | First Lien Secured Debt | 6,291 | 1.33 | |||||||
| Health Care Equipment & Supplies | First Lien Secured Debt | 6,106 | 1.29 | |||||||
| Construction and Engineering | First Lien Secured Debt | (118 | ) | (0.02 | ) | |||||
| Total | $ | 472,588 | 100.00 | % | ||||||
| Geography | Fair Value | Percentage of Total Investments at Fair Value | ||||||
| United Kingdom | $ | 29,398 | 6.22 | % | ||||
| United States | 443,190 | 93.78 | ||||||
| Total | $ | 472,588 | 100.00 | % | ||||
| (10) | Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company is deemed to “control” a portfolio company if the Company owns 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. Under the 1940 Act, the Company is 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, 2024, the Company’s controlled/affiliated investments were as follows: |
| Fair Value
as of February 23, 2024 (commencement of operations) | Gross Additions | Gross Reductions | Net Change in Unrealized appreciation/ (depreciation) | Net Realized Gain (Loss) | Fair Value as of | Dividend Income | ||||||||||||||||||||||
| Controlled/Affiliated Investments | ||||||||||||||||||||||||||||
| SBLA Private Credit LLC | $– | $33,224 | $– | $(3) | $– | $33,221 | $278 | |||||||||||||||||||||
| Total | $– | $33,224 | $– | $(3) | $– | $33,221 | $278 | |||||||||||||||||||||
| (11) | Amount is less than (0.01)%. |
16
The accompanying notes are an integral part of these consolidated financial statements.
Lord Abbett Private Credit Fund
Notes to the Consolidated Financial Statements (Unaudited)
March 31, 2025
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
(1) ORGANIZATION
Lord Abbett Private Credit Fund (the “Company”) is a closed-end, non-diversified management investment company organized under the laws of the State of Delaware. 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”) on October 4, 2024 (the “BDC Election Date”). The Company has elected, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) for U.S. federal income tax purposes as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
The Company was formed on November 27, 2023 and commenced investment operations on February 23, 2024. Lord Abbett Private Credit Advisor LLC is the investment adviser to the Company (the “Adviser”). The Adviser is a wholly-owned subsidiary of Lord Abbett & Co. LLC. The Adviser provides the Company with investment advisory services pursuant to the terms of an investment advisory agreement (the “Advisory Agreement”). Lord, Abbett & Co. LLC, the “Administrator” or “Lord Abbett” performs, or oversees the performance of, the Company’s corporate operations and required administrative services pursuant to an administration agreement (the “Administration Agreement”).
The Company’s investment objective is to generate current income and, to a lesser extent, long-term capital appreciation. The Company invests in loans targeted at (i) private U.S. operating companies whose securities are not listed on a national securities exchange or registered under the Securities Exchange Act of 1934, as amended the (“Exchange Act”), and (ii) U.S. operating companies whose securities are listed on a national securities exchange that have a market capitalization of less than $250 million.
On January 8, 2024, the Company established Lord Abbett Private Credit Funding 1, LLC (“Lord Abbett PCF I LLC”), a wholly-owned subsidiary of the Company and a Delaware limited liability company that is a disregarded entity for tax purposes, to acquire investments in the State of California.
On August 30, 2024 (the “Conversion
Date”), Lord Abbett Private Credit Fund 1, LP, filed a certificate of conversion with the state of Delaware to convert from
a limited partnership to a Delaware statutory trust and changed its name to Lord Abbett Private Credit Fund. Effective September
30, 2024, all limited partnership interests were converted into common shares, formalizing the unitization of Lord Abbett Private
Credit Fund. On this date
On December 2, 2024, the Company established Lord Abbett PCF Financing LLC (“PCF Financing”), a wholly-owned subsidiary of the Company and a Delaware limited liability company that is a disregarded entity for tax purposes, to hold investment collateral in connection with a credit facility.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting and reporting policies used in preparing the Consolidated Financial Statements.
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”).
Use of Estimates
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income, expenses, gains and losses during the reported periods. Changes in the economic environment, financial markets, credit worthiness of our portfolio companies, and any other parameters used in determining these estimates could cause actual results to differ materially.
| 17 |
Lord Abbett Private Credit Fund
Notes to the Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2025
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
Consolidation
As provided under Regulation S-X and 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, Lord Abbett PCF 1 LLC and PCF Financing in the consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation.
The Company does not consolidate SBLA Private Credit LLC (the “SBLA JV”). See “Note 4 - Investments” for further description of the joint venture.
Cash and Cash Equivalents
The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and near maturity, that they present insignificant risk of changes in value because of changes in interest rates. Generally, only securities with a maturity of three months or less from the date of purchase would qualify, with limited exceptions. The Company deems that certain money market funds, U.S. Treasury bills, repurchase agreements, and other high-quality, short-term debt securities would qualify as cash equivalents.
Cash and cash equivalents are carried at
cost, which approximates fair value. The cash and cash equivalents balance as of March 31, 2025 and December 31, 2024 was $
Investment Transactions
Investments are recognized when we assume an obligation to acquire a financial instrument and assume the risks for gains and losses related to that instrument. Investments are derecognized when we assume an obligation to sell a financial instrument and forego the risks for gains or losses related to that instrument. Specifically, we record all security transactions on a trade date basis. Amounts for investments derecognized or recognized but not yet settled are reported as a receivable for investments sold and a payable for investments purchased, respectively, in the Consolidated Statements of Assets and Liabilities.
Fair Value Measurements
The Company follows guidance in ASC 820, Fair Value Measurement (“ASC 820”), where fair value is defined 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 measurements are determined within a framework control partnership hierarchy which maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities.
ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:
Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date.
Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.
Level 3: Unobservable inputs for the asset or liability.
In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment. The level
| 18 |
Lord Abbett Private Credit Fund
Notes to the Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2025
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
assigned to the investment valuations may not be indicative of the risk or liquidity associated with investing in such investments. Because of the inherent uncertainties of valuation, the values reflected in the consolidated financial statements may differ materially from the values that would be received upon an actual disposition of such investments.
Investment Valuation Process
Pursuant to Rule 2a-5, the Company’s Board of Trustees (the “Board”) has designated the Adviser as the valuation designee responsible for valuing all of the Company’s investments, including making fair valuation determinations as needed. The Adviser has established a fair value committee (the “Fair Value Committee”) to carry out the day-to-day fair valuation responsibilities and has adopted policies and procedures to govern activities of the Fair Value Committee and the performance of functions required to determine the fair value of a fund’s investments in good faith. These functions include periodically assessing and managing material risks associated with fair value determinations, selecting, applying, reviewing, and testing fair value methodologies, monitoring for circumstances that may necessitate the use of fair value, and overseeing and evaluating pricing services used.
In accordance with the Adviser’s policies and procedures, investments, including debt securities, that are publicly traded but for which no readily available market quotations exist are generally valued on the basis of information furnished by an independent third-party pricing service that uses a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. To assess the continuing appropriateness of pricing sources and methodologies, the Fair Value Committee regularly performs price verification procedures on behalf of the Adviser and issues challenges as necessary to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. The Adviser does not adjust the prices unless it has a reason to believe market quotations or prices received from third-party pricing services are not reflective of the fair value of an investment. Investments that are not publicly traded or whose current market prices or quotations are not readily available, as will be the case for a substantial portion of the Company’s investments, are valued at fair value as determined by the Adviser in good faith pursuant to the Adviser’s Board-approved policies and procedures. Factors used in determining fair value vary by investment type and may include market or investment specific events, transaction data, estimated cash flows, and market observations of comparable investments. In determining fair value of the Company’s loan investments the types of factors that the Fair Value Committee may take into account generally include comparison to publicly-traded securities and factors such as yield, maturity and measures of credit quality, the enterprise value of the portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flows, the markets in which the portfolio company does business and other relevant factors.
The Fair Value Committee manages the Company’s fair valuation practices and maintains the fair valuation policies and procedures. To assess the continuing appropriateness of pricing sources and methodologies, the Fair Value Committee regularly performs price verification procedures, engages in oversight activities with respect to third-party pricing sources used and issues challenges as necessary. In addition, the Fair Value Committee may rely on third-party valuation services to verify the fair value determinations of certain investments. A third-party valuation service will generally review a portion of the Company’s investments in loans each quarter such that on an annual basis most of the loans’ values will be tested for appropriateness and reliability. The Adviser reports to the Board information regarding the fair valuation process and related material matters. The Board may determine to modify its designation of the Adviser as valuation designee, relating to any or all Company investments, at any time.
Valuation techniques used to value the Company’s investments by major category are as follows:
| • | Equity securities and other investments, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price (in the case of securities and futures) or the mean of the closing bid and offer (in the case of options) as reported by a third-party pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used. |
| • | Debt securities that are publicly traded, including restricted securities, are valued based on evaluated prices received from third party pricing services or from brokers who make markets in such securities. Preferred securities are valued by pricing services who |
| 19 |
Lord Abbett Private Credit Fund
Notes to the Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2025
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices.
| • | When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing services. |
| • | Investments in open-end investment companies are valued at their closing net asset value. |
| • | Investments, including private placements, for which observable inputs are not available are generally valued using one or more valuation methods including the market approach, the income approach and cost approach. The market approach considers factors including the price of recent investments in the same or a similar security or financial metrics of comparable securities. The income approach considers factors including expected future cash flows, security specific risks and corresponding discount rates. The cost approach considers factors including the value of the security’s underlying assets and liabilities. The Company may use amortized cost as a pricing technique for investments that have recently transacted. |
Realized Gains or Losses
Realized gains or losses on investments are calculated by using the specific identification method. Securities that have been called by the issuer are recorded at the call price on the call effective date.
Investment Income 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 security 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. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.
Payment-in-Kind (“PIK”) Income
The Company may have loans in its portfolio that contain 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 interest income in the Company’s 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 interest income. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to shareholders in the form of dividends, even though the Company has not yet collected cash.
Dividend Income
Dividend income on preferred equity securities is recorded on the 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 securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
Fee Income
The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment, syndication and other miscellaneous fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered.
| 20 |
Lord Abbett Private Credit Fund
Notes to the Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2025
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
Non-Accrual Investments
Loans are generally placed on non-accrual status when, in management’s judgement, there is sufficient doubt that all or a portion of principal or interest will be collected. 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 is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Organizational and Offering Costs
Organizational costs consist of costs incurred to establish the entity as a Delaware statutory trust and subsequent conversion to a BDC. Organizational costs are expensed as incurred. Offering costs consist of costs incurred in connection with the offering of interests in the partnership and subsequently the BDC. Offering costs are capitalized as a deferred charge and will be amortized to expense on a straight-line basis over twelve months.
Deferred Financing Costs
Financing costs incurred in connection with the Company’s Credit Facility (as defined below) are capitalized and amortized into expense using the straight-line method, which approximates the effective yield method over the life of the facility. See “Note 5 - Debt.”
The Company records origination and other expenses related to its debt obligations as deferred financing costs. The deferred financing cost for all outstanding debt is presented as a direct deduction from the carrying amount of the related debt liability. These expenses are deferred and amortized as part of interest expense using the straight-line method over the stated life of the obligation which approximates the effective yield method. In the event that we modify or extinguish our debt before maturity, the Company follows the guidance in ASC 470-50, Modification and Extinguishments (“ASC470-50”). For extinguishments of our debt, any unamortized deferred financing costs are deducted from the carrying amount of the debt in determining the gain or loss from the extinguishment.
Income Taxes
The Company recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. The Company reviews and evaluates tax positions in its major jurisdictions and determines whether or not there are uncertain tax positions that require financial statement recognition. Based on this review, the Company has determined the major tax jurisdictions to be where the Company is organized, where the Company makes investments, and where the Company is located; however, no reserves for uncertain tax positions were recorded for the period ended December 31, 2024 and for the three months ended March 31, 2025. The Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. As a result, no tax liability or expense, including interest and penalties, has been recorded in the consolidated financial statements. Generally, the Company’s U.S. federal, state, and local tax returns remain open for examination for a period of three to five years from when they are filed under varying statutes of limitations.
The Company has elected to be treated as a RIC under Subchapter M of the Code with its initial taxable year ended December 31, 2024. 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 shareholders as distributions.
To qualify for and maintain qualification as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its shareholders, for each taxable year, at least 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess, if any, of its realized net short-term capital gains over its realized net long-term capital losses.
In addition, based on the excise tax distribution requirements, the Company will be subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner in each taxable year an amount at least equal to the sum of (1) 98% of its ordinary net income for the 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 prior years. For this purpose,
| 21 |
Lord Abbett Private Credit Fund
Notes to the Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2025
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
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.
| 22 |
Lord Abbett Private Credit Fund
Notes to the Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2025
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
New Accounting Pronouncements
In December 2023, the FASB issued Accounting Standards Update (“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.
The Company has adopted FASB ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (“ASU 2023-07”). Adoption of the new standard impacted financial statement disclosures only and did not affect the Company’s financial position or its results of operations. An operating segment is defined in Topic 280 as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available.
The Adviser has taken the position that the CODM for the Company is comprised of the following three Committees: Management, Investment and Operating Committees, which are responsible for assessing performance and making decisions about resource allocation. The CODM has determined that the Company has a single operating segment based on the fact that the CODM monitors the operating results of the Company as a whole and that the Company’s long-term strategic asset allocation is pre-determined in accordance with the terms of its prospectus, based on a defined investment strategy which is executed by the Company’s portfolio managers as a team. The financial information in the form of the Company’s portfolio composition, total returns, expense ratios and changes in net assets, which are used by the CODM to assess the segment’s performance versus the Company’s comparative benchmarks and to make resource allocation decisions for the Company’s single segment, is consistent with that presented within the Company’s consolidated financial statements. Segment assets are reflected on the accompanying Consolidated Statements of Assets and Liabilities as “total assets” and significant segment expenses are listed on the accompanying Consolidated Statements of Operations.
(3) RELATED PARTY TRANSACTIONS
Expense Support and Conditional Reimbursement Agreement
On May 20, 2024, the Company entered into an Amended and Restated Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Adviser, effective as of February 13, 2024 and pursuant to which the Adviser is able to elect to pay certain expenses of the Company on the Company’s behalf (each, an “Expense Payment”), provided that no portion of the payment will be used to pay shareholders servicing and/or distribution fees of the Company. Any Expense Payment that the Adviser committed to pay is to be paid by the Adviser to the Company in any combination of cash or other immediately available funds and/or offset against amounts due from the Company to the Adviser or its affiliates no later than forty-five (45) days after such obligation was incurred.
Pursuant to an Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) the Company has entered into with the Adviser, the Adviser is obligated to advance all of the Company’s Other Operating Expenses (each, a “Required Expense Payment”) to the effect that such expenses do not exceed 0.70% (on an annualized basis) of the Company’s NAV. Any Required Expense Payment must be paid by the Adviser to the Company in any combination of cash or other immediately available funds and/or offset against amounts due from the Company to the Adviser or its affiliates. “Other Operating Expenses” means the Company’s organizational and offering expenses, professional fees, trustee fees, administration fees, and other general and administrative expenses (including the Company’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, excluding the Company’s base management and incentive fees owed to the Adviser, financing fees and costs (other than upfront fees on the Company’s initial credit facility), brokerage commissions, placement agent fees, costs and expenses of distributing and placing the common shares, extraordinary expenses and any interest expenses owed by the Company, all as determined in accordance with U.S. GAAP.
The Adviser may elect to pay, at such times as the Adviser determines, certain expenses on the Company’s behalf (each, a “Voluntary Expense Payment” and together with a Required Expense Payment, the “Expense Payments”), provided that no portion of the payment will be used to pay shareholder servicing and/or distribution fees, if any, of the Company. Any Voluntary Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Company in any combination of cash or other immediately available funds no later than 45 days after such commitment was made in writing, and/or offset against amounts due from the Company to the Adviser or its affiliates.
| 23 |
Lord Abbett Private Credit Fund
Notes to the Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2025
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
Following any month in which Other Operating Expenses are below 0.70% (on an annualized basis) of the Company’s NAV (the “Expense Cap”), the Adviser may be reimbursed (a, “Required Reimbursement Payment”) for any Required Expense Payment to the extent that (i) the Other Operating Expenses, inclusive of such Required Reimbursement Payment, remain at or below the Expense Cap and (ii) the applicable Required Expense Payment was made no more than three (3) years prior to the Required Reimbursement Payment.
Following any calendar month in which Available Operating Funds exceed the cumulative distributions accrued to the Company’s shareholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), we shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Voluntary Expense Payments made by the Adviser to the Company within three (3) years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company with respect to Voluntary Expense Payments shall be referred to herein as a “Voluntary Reimbursement Payment”, and together with the Required Reimbursement Payments, the “Reimbursement Payments”). “Available Operating Funds” means the sum of (i) our net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) our net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to us on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).
No Voluntary Reimbursement Payment for any calendar month shall be made if: (1) the Effective Rate of Distributions Per Share declared by the Company at the time of such Voluntary Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Voluntary Reimbursement Payment relates, (2) the Company’s Operating Expense Ratio at the time of such Voluntary Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Voluntary Reimbursement Payment relates, or (3) the Company’s Other Operating Expenses at the time of such Voluntary Reimbursement Payment exceeds 0.70% of the Company’s NAV. “Effective Rate of Distributions Per Share” means the annualized rate (based on a 365-day year) of regular cash distributions per share exclusive of returns of capital and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing Operating Expenses, less organizational and offering expenses, base management and incentive fees owed to the Adviser, shareholder servicing and/or distribution fees, if any, and interest expense, by the Company’s net assets. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with U.S. GAAP for investment companies.
The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent the Adviser has waived its right to receive such payment for the applicable month.
Either the Company or the Adviser may terminate the Expense Support Agreement at any time, with or without notice, without the payment of any penalty, provided that any Expense Payments that have not been reimbursed by the Company to the Adviser will remain the obligation of the Company following any such termination, subject to the terms of the Expense Support Agreement.
Based on the terms described above, the Company may be obligated to make Reimbursement Payments to the Adviser in accordance with the Expense Support Agreement.
The following table presents a cumulative summary of the expense payments and reimbursement payments as of March 31, 2025.
| For the Quarter Ended | Required Expense Payments by Adviser | Required Reimbursement Payments to Adviser | Unreimbursed Expense Payments | Reimbursement Eligibility Expiration | |||||||
| March 31, 2024 | $ | ||||||||||
| June 30, 2024 | |||||||||||
| September 30, 2024 | |||||||||||
| December 31, 2024 | |||||||||||
| March 31, 2025 | |||||||||||
| Total | $ | $ | — | $ | |||||||
Due to / Due From Affiliate
From time to time, the Adviser may pay certain expenses or fees on behalf of the Company. These expenses will be paid by the Company at a future date. For the three months ended March 31, 2025, in accordance with the Expense Support Agreement, the
| 24 |
Lord Abbett Private Credit Fund
Notes to the Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2025
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
Adviser has elected to pay the Company $
Management fee
Prior to the BDC Election Date, the Company
did not pay management fees. Following the BDC Election Date, the Company has begun to accrue management fees. The management fee
is payable monthly in arrears at an annual rate of 1.00% of the value of the Company’s net assets as of the beginning of
the first calendar day of the applicable month, adjusted for any share issuances or repurchases during the applicable month. For
purposes of the Advisory Agreement, net assets mean the Company’s total assets less liabilities determined on a consolidated
basis in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). For the three
months ended March 31, 2025, the Company incurred $
Incentive Fees
The incentive fee will consist of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of our income and a portion is based on a percentage of our capital gains, each as described below.
Incentive Fee Based on Income
The portion based on our income is based on Pre-Incentive Fee Net Investment Income Returns attributable to our common shares. “Pre-Incentive Fee Net Investment Income Returns” means dividends, cash interest or other distributions or other cash income and any third-party fees received from portfolio companies such as upfront fees, commitment fees, origination fee, amendment fees, ticking fees and break-up fees, as well as prepayments premiums, but excluding fees for providing managerial assistance and fees earned by the Adviser or an affiliate accrued during the month, minus operating expenses for the month (including the management fee, taxes, any expenses payable under the Advisory Agreement and an Administration Agreement with our Administrator, any expense of securitizations, and interest expense or other financing fees and any dividends paid on preferred stock, but excluding the Incentive Fee and shareholder servicing and/or distribution fees, if any). Pre-Incentive Fee Net Investment Income Returns includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero-coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses, or unrealized gain/(loss).
Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of our net assets at the end of the immediate preceding quarter, adjusted for any Share issuances or repurchases during the applicable quarter in which the Incentive Fee is calculated, is compared to a “hurdle rate” of return of 1.50% per quarter (6.00% annualized).
We will pay the Adviser an incentive fee quarterly in arrears with respect to our Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:
| • | No incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which our Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.50% per quarter (6.00% annualized); |
| • | 100% of the dollar amount of our Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.71% (6.84% annualized). We refer to this portion of our Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.71%) as the “catch-up.” The “catch-up” is meant to provide the Adviser with approximately 12.5% of our Pre-Incentive Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment income exceeds 1.71% in any calendar quarter; and |
| • | 12.5% of the dollar amount of our Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.71% (6.84% annualized). This reflects that once the hurdle rate is reached and the catch-up is achieved, 12.5% of all Pre-Incentive Fee Net Investment Income Returns thereafter are allocated to the Adviser. |
| 25 |
Lord Abbett Private Credit Fund
Notes to the Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2025
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
These calculations are pro-rated for any period of less than three (3) months and adjusted for any share issuances or repurchases during the relevant quarter.
Prior to the BDC Election Date, the Company
did not pay incentive fees. Following the BDC Election Date, the Company began to accrue incentive fees. For the three months ended
March 31, 2025, income based incentive fees were $
Incentive Fee Based on Capital Gains
The second component of the incentive fee, the capital gains incentive fee, is payable at the end of each calendar year in arrears. The amount payable equals:
| • | 12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid Incentive Fee on capital gains as calculated in accordance with U.S. GAAP. |
Each year, the fee paid for the capital gains incentive fee is net of the aggregate amount of any previously paid capital gains incentive fee for all prior periods. We will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Adviser if we were to sell the relevant investment and realize a capital gain. In no event will the capital gains incentive fee payable pursuant to the Advisory Agreement be in excess of the amount permitted by the Advisers Act, including Section 205 thereof.
For purposes of computing the Company’s incentive fee on income and the incentive fee on capital gains, the calculation methodology will look through derivative financial instruments or swaps as if we owned the reference assets directly. The fees that are payable under the Advisory Agreement for any partial period will be appropriately prorated.
For the three months ended March 31, 2025,
capital gains incentive fees were $
Administration Fees
From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. Unless such expenses are specifically assumed by the Adviser, Administrator or their affiliates under the Advisory Agreement or Administration Agreement, as applicable, the Company will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Company’s behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses.
The Company will pay the Administrator a fee payable monthly in arrears at an annual rate of 0.25% of the value of the Company’s net assets as of the beginning of the first calendar day of the applicable month, adjusted for any share issuances or repurchases during the applicable month.
Prior to the Company’s election to
be regulated as a BDC, the Company did not pay administration fees. During the three months ended March 31, 2025, the Company incurred
$
(4) INVESTMENTS
Fair Value Measurement and Disclosures
The following table shows the composition of the Company’s investment portfolio as of March 31, 2025, with the fair value disaggregated into the three levels of the fair value hierarchy in accordance with ASC 820:
March 31, 2025
| Fair Value Hierarchy | ||||||||||||||||||
| Cost | Fair Value | Level 1 | Level 2 | Level 3 | Measured at Net Asset Value(1) | |||||||||||||
| First Lien Secured Debt | $ | $ | $ | $ | $ | $ | ||||||||||||
| Investments in Joint Venture | $ | $ | $ | $ | $ | |||||||||||||
| Total Investments at Fair Value | $ | $ | $ | $ | $ | $ | ||||||||||||
| (1) |
| 26 |
Lord Abbett Private Credit Fund
Notes to the Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2025
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
The following table shows the composition of the Company’s investment portfolio as of December 31, 2024, with the fair value disaggregated into the three levels of the fair value hierarchy in accordance with ASC 820:
December 31, 2024
| Fair Value Hierarchy | ||||||||||||||||||
| Cost | Fair Value | Level 1 | Level 2 | Level 3 | Measured at Net Asset Value(1) | |||||||||||||
| First Lien Secured Debt | $ | $ | $ | $ | $ | $ | ||||||||||||
| Investments in Joint Venture | $ | $ | $ | $ | $ | |||||||||||||
| Total Investments at Fair Value | $ | $ | $ | $ | $ | $ | ||||||||||||
| (1) |
The following table presents changes in the fair value of the Company’s investments for which Level 3 inputs were used to determine the fair value for the three months ended March 31, 2025:
| For the three months ended March 31, 2025 |
||||
| First Lien Secured Debt | ||||
| Fair value as of January 1, 2025 | $ | |||
| Purchases | ||||
| Sales and repayments | ( |
) | ||
| Net (amortization) accretion on investments | ||||
| Net realized gains (losses) on investments | ||||
| Net change in unrealized gains (losses) on investments | ||||
| Transfers out of Level 3(1) | ||||
| Transfers into Level 3(1) | ||||
| Fair value as of March 31, 2025 | $ | |||
| Net change in unrealized gains (losses) on Level 3 investments still held as of March 31, 2025 | $ | |||
| (1) |
The following table presents changes in the fair value of the Company’s investments for which Level 3 inputs were used to determine the fair value for the period ended March 31, 2024:
| For the period February 23, 2024 (commencement of operations) to March 31, 2024 | ||||
| First Lien Secured Debt (in thousands) | ||||
| Fair value as of February 23, 2024 | $ | |||
| Purchases, including capitalized PIK | ||||
| Sales and repayments | ||||
| Net (amortization) accretion on investments | ||||
| Net realized gains (losses) | ||||
| Net change in unrealized gains (losses) | ||||
| Transfers out of Level 3(1) | ||||
| Transfers into Level 3(1) | ||||
| Fair value as of March 31, 2025 | $ | |||
| Net change in unrealized gains (losses) on Level 3 investments still held as of March 31, 2024 | $ | |||
| (1) |
The following tables summarize the significant unobservable inputs the Company used to value its investments categorized within Level 3 as of March 31, 2025 and December 31, 2024. In addition to the techniques and inputs noted in the tables below, according to our valuation policy we may also use other valuation techniques and methodologies when determining our fair value measurements. The below tables are not intended to be all-inclusive, but rather provide information on the significant unobservable inputs as they relate to the Company’s determination of fair values.
| 27 |
Lord Abbett Private Credit Fund
Notes to the Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2025
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
The unobservable inputs used in the fair value measurement of our Level 3 investments as of March 31, 2025, were as follows:
| Asset Category | Fair Value | Valuation Techniques/ Methodologies | Unobservable Input | Range | Weighted Average(1) | |||||||
| First Lien Secured Debt | $ | |||||||||||
| $ | ||||||||||||
| Total Level 3 Investments | $ | |||||||||||
| (1) |
The significant unobservable input used in the market approach is the transaction price to acquire the position. There has been no change to the valuation based on the underlying assumptions used at the closing of such transaction. The significant unobservable inputs used in the income approach is the discount rate. The discount rate is used to discount the estimated future cash flows, which include both future principal and interest payments expected to be received from the underlying investment. An increase/decrease in the discount rate would result in a decrease/increase, respectively, in the fair value. There have been no material changes to the valuation approaches utilized during the three months ended March 31, 2025.
The unobservable inputs used in the fair value measurement of our Level 3 investments as of December 31, 2024, were as follows:
| Asset Category | Fair Value | Valuation Techniques/ Methodologies | Unobservable Input | Range | Weighted Average(1) | |||||||
| First Lien Secured Debt | $ | |||||||||||
| Total Level 3 Investments | $ | |||||||||||
| (1) |
The significant unobservable input used in the market approach is the transaction price to acquire the position. There has been no change to the valuation based on the underlying assumptions used at the closing of such transaction. The significant unobservable inputs used in the income approach is the discount rate. The discount rate is used to discount the estimated future cash flows, which include both future principal and interest payments expected to be received from the underlying investment. An increase/decrease in the discount rate would result in a decrease/increase, respectively, in the fair value. There have been no material changes to the valuation approaches utilized during the year ended December 31, 2024.
Joint Venture
On April 23, 2024, the Company entered into a joint venture with Stifel Bank & Trust (the “JV partner”). The joint venture is called SBLA Private Credit LLC (the “SBLA JV”).
The Company and the JV partner have $
| 28 |
Lord Abbett Private Credit Fund
Notes to the Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2025
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
SBLA Private Credit LLC
Schedule of Investments
March 31, 2025
(in thousands, except share amounts, per share data, and as otherwise noted)
| Investments(1) | Reference Rate and Spread | Interest Rate(2) | Maturity Date | Par Amount/ Units | Cost(3) | Fair Value | % of Net Assets | |||||||||||||||
| Investments—non-controlled/non-affiliated | ||||||||||||||||||||||
| First Lien Secured Debt— non-controlled/non-affiliated(4) (5) (6) | ||||||||||||||||||||||
| Air Freight & Logistics | ||||||||||||||||||||||
| RJW Logistics Group, Inc | $ | $ | $ | % | ||||||||||||||||||
| Commercial Services & Supplies | ||||||||||||||||||||||
| United Flow Technologies Intermediate Holdco II, LLC | ||||||||||||||||||||||
| Health Care Equipment & Supplies | ||||||||||||||||||||||
| MGS MFG. Group, Inc. | ||||||||||||||||||||||
| MGS MFG. Group, Inc. (Delayed Draw) | ||||||||||||||||||||||
| Health Care Providers & Services | ||||||||||||||||||||||
| Endo1 Partners - California, LLC | ||||||||||||||||||||||
| Flourish Research Acquisition, LLC | ||||||||||||||||||||||
| IT Services | ||||||||||||||||||||||
| BCM One, Inc. | ||||||||||||||||||||||
| BCM One, Inc. (Delayed Draw) | ||||||||||||||||||||||
| Life Sciences Tools & Services | ||||||||||||||||||||||
| TransnetYX, Inc | ||||||||||||||||||||||
| Professional Services | ||||||||||||||||||||||
| ComPsych Investment Corp. | ||||||||||||||||||||||
| Vensure Employer Services Inc | ||||||||||||||||||||||
| Total First Lien Secured Debt—non-controlled/non-affiliated | $ | $ | % | |||||||||||||||||||
| Total Investments at Fair Value | $ | $ | % | |||||||||||||||||||
| (1) | |
| (2) | |
| (3) |
| 29 |
Lord Abbett Private Credit Fund
Notes to the Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2025
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
| (4) | |
| (5) | All investments are valued using unobservable inputs (Level 3), unless otherwise noted (see “Note 2 - Summary of Significant Accounting Policies and Note 4 - Investments”). |
| (6) |
SBLA Private Credit LLC JV
Schedule of Investments
December 31, 2024
(in thousands, except share amounts, per share data, and as otherwise noted)
| Investments(1) | Reference Rate and Spread | Interest Rate(2) | Maturity Date | Par Amount/ Units | Cost(3) | Fair Value | % of Net Assets |
|||||||||||||||
| Investments-non-controlled/non-affiliated | ||||||||||||||||||||||
| First Lien secured Debt-non-controlled/non-affiliated(4) (5) (6) | ||||||||||||||||||||||
| Air Freight & Logistics | ||||||||||||||||||||||
| RJW Logistics Group, Inc | 3M S + 5.25% | 9.58% | 11/26/2031 | $ | 12,000 | $ | 11,883 | $ | 11,883 | 31.30 | % | |||||||||||
| 11,883 | 11,883 | 31.30 | ||||||||||||||||||||
| Commercial Services & Supplies | ||||||||||||||||||||||
| United Flow Technologies Intermediate Holdco II, LLC | 3M S + 5.25% | 9.58% | 6/23/2031 | 5,985 | 5,934 | 5,934 | 15.63 | |||||||||||||||
| 5,934 | 5,934 | 15.63 | ||||||||||||||||||||
| Health Care Equipment & Supplies | ||||||||||||||||||||||
| MGS MFG. Group, Inc. | 1M S + 4.25% | 8.71% | 5/31/2027 | 12,000 | 12,000 | 12,000 | 31.60 | |||||||||||||||
| 12,000 | 12,000 | 31.60 | ||||||||||||||||||||
| Health Care Providers & Services | ||||||||||||||||||||||
| Endol Partners - California, LLC | 1M S + 5.25% | 9.86% | 3/24/2026 | 11,833 | 11,833 | 11,833 | 31.17 | |||||||||||||||
| Flourish Research Acquisition, LLC | 3M S + 5.00% | 9.53% | 11/6/2031 | 6,000 | 5,911 | 5,911 | 15.57 | |||||||||||||||
| 17,744 | 17,744 | 46.74 | ||||||||||||||||||||
| IT Services | ||||||||||||||||||||||
| BCM One, Inc. | 6M S + 4.50% | 8.85% | 11/17/2027 | 10,379 | 10,379 | 10,379 | 27.35 | |||||||||||||||
| BCM One, Inc. (Delayed Draw) | 1M S + 4.50% | 8.96% | 11/17/2027 | 1,588 | 1,587 | 1,588 | 4.18 | |||||||||||||||
| 11,966 | 11,967 | 31.53 | ||||||||||||||||||||
| Life Sciences Tools & Services | ||||||||||||||||||||||
| TransnetYX, Inc | 3M S + 5.25% | 9.78% | 4/13/2027 | 11,973 | 11,973 | 11,973 | 31.53 | |||||||||||||||
| 11,973 | 11,973 | 31.53 | ||||||||||||||||||||
| Professional Services | ||||||||||||||||||||||
| ComPsych Investment Corp. | 3M S + 4.75% | 9.38% | 7/22/2031 | 12,000 | 11,972 | 11,970 | 31.53 | |||||||||||||||
| Vensure Employer Services Inc. | 3M S + 5.00% | 9.33% | 9/29/2031 | 12,000 | 11,942 | 11,940 | 31.45 | |||||||||||||||
| 23,914 | 23,910 | 62.98 | ||||||||||||||||||||
| Total First Lien Secured Debt-non-controlled/non-affliliated | $ | 95,414 | $ | 95,411 | 251.31 | % | ||||||||||||||||
| Total Investments at Fair Value | $ | 95,414 | $ | 95,411 | 251.31 | % | ||||||||||||||||
| (1) | Unless otherwise indicated, debt investments held by the SBLA JV are denominated in USD dollars. All debt investments are income producing unless otherwise indicated. |
| 30 |
Lord Abbett Private Credit Fund
Notes to the Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2025
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
| (2) | Unless otherwise indicated, loan contains a variable rate structure, and may be subject to an interest rate floor. Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to the Secured Overnight Financing Rate (“SOFR” or “S”), which generally resets periodically. For each loan, the SBLA JV has indicated the reference rate used (including any adjustments per the loan agreements), and provided the spread and interest rate in effect as of December 31, 2024. |
| (3) | The cost represents the original cost adjusted for the accretion of discounts and amortization of premiums, as applicable, on debt investments using the effective interest method in accordance with U.S. GAAP. |
| (4) | Unless otherwise indicated, issuers of debt held by the SBLA JV are domiciled in the United States. |
| (5) | All investments are valued using unobservable inputs (Level 3), unless otherwise noted (see “Note 2 - Summary of Significant Accounting Policies and Note 4 - Investments”). |
| (6) | Under the 1940 Act, the SBLA JV is deemed to “control” a portfolio company if the SBLA JV owns 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. Under the 1940 Act, the SBLA JV is deemed an “affiliated person” of a portfolio company if the SBLA JV owns 5% or more of the portfolio company’s outstanding voting securities. |
SBLA Private Credit LLC JV
Financial Statements
(in thousands, except share amount, per share data, percentages, and as otherwise noted)
The following table presents the selected statements of assets and liabilities information of the SBLA JV as of March 31, 2025 and December 31, 2024.
| March 31, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Investments at fair value | ||||||||
| Non-controlled/non-affiliated investments (cost $ | $ | $ | ||||||
| Cash and cash equivalents | ||||||||
| Interest receivable from non-controlled/non-affiliated investments | ||||||||
| Receivable for investments sold | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES | ||||||||
| Debt, net of deferred financing ($ | $ | $ | ||||||
| Distribution payable | ||||||||
| Interest payable | ||||||||
| Professional fees payable | ||||||||
| Total liabilities | $ | $ | ||||||
| MEMBERS’ EQUITY | ||||||||
| Members’ Equity | $ | $ | ||||||
| Total members’ equity | $ | $ | ||||||
| Total liabilities and members’ equity | $ | $ | ||||||
| 31 |
Lord Abbett Private Credit Fund
Notes to the Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2025
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
SBLA Private Credit LLC JV
Financial Statements
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
The following table presents the selected statements of operations information of the SBLA JV for the period from January 1, 2025 and March 31, 2025:
| For the three months ended March 31, 2025 |
||||
| Investment income | ||||
| Non-controlled/non-affiliated investments: | ||||
| Interest income | $ | |||
| Fee income | ( | ) | ||
| Total investment income | $ | |||
| Expenses | ||||
| Interest expense | $ | |||
| Professional fees | ||||
| Interest and other debt expenses | ||||
| Total expenses | $ | |||
| Net expenses | $ | |||
| Net investment income | $ | |||
| Net realized and change in unrealized gain (loss) | ||||
| Net change in unrealized gain/(loss): | ||||
| Non-controlled/non-affiliated investments | ||||
| Net change in unrealized gain/(loss) | $ | |||
| Net realized and change in unrealized gain/(loss) | $ | |||
| Net increase (decrease) in net assets resulting from operations | $ | |||
(5) DEBT
Revolving credit facility with SMBC
On October 29, 2024, the Company entered into
a revolving credit facility (the “SMBC Revolving Credit Facility”) pursuant to a Senior Secured Credit Agreement (the
“SMBC Credit Agreement”), by and among the Company, as borrower, Sumitomo Mitsui Banking Corporation (“SMBC”),
as administrative agent, each of the lenders and issuing banks party thereto, SMBC, as a joint lead arranger, as a joint book runner
and as a syndication agent, and BofA Securities, Inc., as a joint lead arranger, as a joint book runner and as a syndication agent.
The SMBC Revolving Credit Facility provides for, among other things, borrowings in U.S. dollars or certain other permitted currencies
in an initial aggregate amount of up to $
The revolving period during which the Company is permitted to borrow, repay and re-borrow advances will terminate on October 27, 2028 (the “Commitment Termination Date”). Any amounts borrowed under the SMBC Revolving Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on October 29, 2029 (the “Maturity Date”). During the period from the Commitment Termination Date to the Maturity Date, the Company will be obligated to make mandatory prepayments under the SMBC Revolving Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.
| 32 |
Lord Abbett Private Credit Fund
Notes to the Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2025
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Borrowings under the SMBC Revolving Credit Facility accrue interest at a rate per annum equal to the relevant rate plus an applicable margin of (a) with respect to any ABR Loan, (i) 0.875% per annum if the Gross Borrowing Base is less than 1.60x the Combined Debt Amount or (ii) 0.75% per annum if the Gross Borrowing Base is greater than or equal to 1.60x the Combined Debt Amount; (b) with respect to any Term Benchmark Loan, (i) 1.875% per annum if the Gross Borrowing Base is less than 1.60x the Combined Debt Amount or (ii) 1.75% per annum if the Gross Borrowing Base is greater than or equal to 1.60x the Combined Debt Amount, and (c) with respect to any RFR Loans, (i) 1.875% per annum if the Gross Borrowing Base is less than 1.60x the Combined Debt Amount or (ii) 1.75% per annum if the Gross Borrowing Base is greater than or equal to 1.60x the Combined Debt Amount. In addition, the Company will pay a non-usage fee of 0.375% on the average daily unused amount of the revolving commitments under the SMBC Revolving Credit Facility. Capitalized terms are as defined in the SMBC Credit Agreement. As of March 31, 2025, the Company was in compliance with all covenants and other requirements of the SMBC Revolving Credit Facility.
ABL Credit Facility with Bank of America
On January 23, 2025, PCF Financing entered
into a revolving credit facility pursuant to a credit agreement (the “ABL Credit Facility”), by and among PCF Financing,
as borrower, the Company, as servicer, Bank of America, N.A. (“Bank of America”), as administrative agent and sole
lead arranger and sole book manager, each of the lenders from time to time party thereto, and State Street Bank and Trust Company,
as collateral custodian. The ABL Credit Facility provides for, among other things, borrowings in U.S. dollars or certain other
permitted currencies in an initial aggregate amount of up to $
The revolving period during which PCF Financing is permitted to borrow, repay and re-borrow loans will terminate on January 23, 2028. Loans under the ABL Credit Facility are subject to satisfaction of certain conditions, including maintenance of the required borrowing base. Any amounts borrowed under the ABL Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on January 23, 2030.
Borrowings under the ABL Credit Facility accrue interest at a rate per annum equal to the floating rate applicable to the currency of such borrowing (which, for U.S. dollar-denominated borrowings, is three-month term SOFR), plus an applicable margin ranging from 1.60% per annum to 2.00% per annum depending on the nature of the collateral securing the advances, subject to a floor of 1.90% per annum. In addition, PCF Financing will pay a non-usage fee on the unused commitments under the facility equal to (i) during the first six months after the Closing Date (as defined in the ABL Credit Facility), 0.25% per annum on such unused commitments, (ii) on and after the six month anniversary of the Closing Date and prior to the twelve month anniversary of the Closing Date, 0.50% per annum on such unused commitments and (iii) following the first twelve months after the Closing Date, 1.50% per annum on unused commitments below 50% of the total facility commitment and 0.50% per annum on remaining unused commitments.
Revolving credit facility with Bank of America
On August 7, 2024, the Company entered
into an amendment to an existing revolving credit agreement (the “BofA Revolving Credit Facility”) dated February 20, 2024,
by and between the Company, as borrower, and Bank of America, as lender. The amendment, among other things, (i) reduced the applicable
margin for advances to
In connection with the BofA Revolving Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. In addition, the Company shall not incur aggregate indebtedness in an amount (a) in excess of that permitted under the constituent documents and (b) in excess of $5 billion. The BofA Revolving Credit Facility contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, lender may terminate the commitments and declare the outstanding advances and all other obligations under the BofA Revolving Credit Facility immediately due and payable. As of December 31, 2024, the Company was in compliance with all covenants and other requirements of the BofA Revolving Credit Facility. On January 30, 2025, the Company terminated its BofA Revolving Credit Facility with Bank of America and repaid all outstanding principal and interest balances.
The Company’s outstanding debt obligations were as follows:
| As of March 31, 2025 | ||||||||||||||||
| Aggregate Borrowing Capacity | Outstanding Principal | Less Unamortized Deferred Financing Costs | Carrying Value per Consolidated Statement of Assets and Liabilities | |||||||||||||
| SMBC Revolving Credit Facility | $ | $ | $ | $ | ||||||||||||
| ABL Credit Facility | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of March 31, 2025.
| 33 |
Lord Abbett Private Credit Fund
Notes to the Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2025
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
| As of December 31, 2024 | ||||||||||||||||
| Aggregate Borrowing Capacity |
Outstanding Principal |
Less Unamortized Deferred Financing Costs |
Carrying Value per Consolidated Statement of Assets and Liabilities |
|||||||||||||
| BofA Revolving Credit Facility | $ | $ | $ | $ | ||||||||||||
| SMBC Revolving Credit Facility | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of December 31, 2024.
The components of interest expense were as follows for the three months ended March 31, 2025 and for the period ended March 31, 2024.
| For the three months ended March 31, 2025 |
For the period from February 23, 2024 (commencement of operations) to March 31, 2024 |
|||||||
| Borrowing interest expense | $ | $ | ||||||
| Facility unused fee | ||||||||
| Amortization of deferred financing costs | ||||||||
| Total | $ | $ | ||||||
The following table summarizes the average debt outstanding and the weighted average interest cost:
| For the three months ended March 31, 2025 |
||||
| Combined weighted average interest rate (1) | ||||
| Combined weighted average debt outstanding | $ | |||
| (1) |
(6) 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 March 31, 2025 and
December 31, 2024, the Company had $
(7) SHAREHOLDERS’ CAPITAL
The following table summarizes the total Common Shares issued and proceeds received from the closings of the Company’s continuous private offering that occurred for the three months ended March 31, 2025.
| Date | Shares Issued | Proceeds Received | ||||||
| February 3, 2025 | $ | |||||||
| March 3, 2025 | ||||||||
| Total | $ | |||||||
| 34 |
Lord Abbett Private Credit Fund
Notes to the Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2025
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
The following table summarizes the total proceeds received from capital contributions/shares sold for the period ended March 31, 2024.
| Date | Proceeds Received | |||
| February 23, 2024 | $ | |||
| March 4, 2024 | $ | ( | ) | |
| March 25, 2024 | $ | |||
| Total | $ | |||
The following table summarizes the Company’s distributions declared and payable for the three months ended March 31, 2025:
| Date Declared | Record Date | Payment Date | Per Share | Total Amount | ||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | ||||||||||||
| 35 |
Lord Abbett Private Credit Fund
Notes to the Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2025
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
(8) CONSOLIDATED FINANCIAL HIGHLIGHTS
The following are the financial highlights for the three months ended March 31, 2025:
| For the three months ended March 31, 2025 | ||||
| Per Share Data: | ||||
| Net asset value at January 1, 2025 | $ | |||
| Net investment income (loss) | ||||
| Net unrealized and realized gain (loss) | ||||
| Net increase (decrease) in net assets resulting from operations | ||||
| Distributions declared | ( | ) | ||
| Total increase (decrease) in net assets | ||||
| Net asset value, end of period | $ | |||
| Common Shares outstanding at end of period | ||||
| Total return based on net asset value (1) | % | |||
| Ratio/Supplemental Data: | ||||
| Net assets at end of period | $ | |||
| Ratio of expenses before waivers and reimbursements to average net asset value(2) | % | |||
| Ratio of net expenses to average net asset value(2) | % | |||
| Ratio of net investment income to average net asset value(2) | % | |||
| Portfolio Turnover | % | |||
| (1) | |
| (2) |
The total return and the expense and net investment income ratios for the three months ended March 31, 2024 are not disclosed. Given there was minimal capital contributions and distributions since the Company commenced operations on February 23, 2024, management believes that such disclosures would not be meaningful.
(9) 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.
On April 24, 2025, the Company declared a distribution
of $
April Subscriptions
On April 1, 2025, the Company issued and sold
May Subscriptions
The Company received approximately $
| 36 |
Lord Abbett Private Credit Fund
Notes to the Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2025
(in thousands, except share amounts, per share data, percentages, and as otherwise noted)
| 37 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollar amounts in thousands, except share amounts, per share data, percentages, and as otherwise noted)
The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Except as otherwise specified, references to “we,” “us,” “our,” or the “Company” refer to Lord Abbett Private Credit Fund.
OVERVIEW
We were formed on November 27, 2023, as a Delaware limited partnership named Lord Abbett Private Credit Fund 1, LP. On August 30, 2024, we converted to a Delaware statutory trust and were renamed Lord Abbett Private Credit Fund. We are a non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. We are externally managed by the Adviser, which manages our day-to-day operations and provides us with investment advisory services pursuant to the terms of the Advisory Agreement. The Adviser is registered as an investment adviser with the SEC. We have also elected to be treated for U.S. federal income tax purposes, and intend to qualify annually thereafter, as a RIC under Subchapter M of the Code.
The Adviser oversees (subject to the oversight of the Board, a majority of whom are Independent Trustees) the management of our operations and is responsible for making investment decisions with respect to our portfolio pursuant to the terms of the Advisory Agreement. Under the Advisory Agreement, we have agreed to pay the Adviser an annual management fee as well as an incentive fee based on our investment performance. Also, under the Administration Agreement, we have agreed to pay Lord, Abbett & Co. LLC (the “Administrator”) an administration fee on a monthly basis.
Our investment objective is to generate current income and, to a lesser extent, long-term capital appreciation, by primarily focusing on directly originated, senior secured loans to U.S. middle market companies.
As a BDC, we may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets. “Qualifying assets” are generally privately offered securities issued by U.S. private companies or thinly traded public companies. We may also invest up to 30% of our portfolio opportunistically in “non-qualifying” portfolio investments, such as investments in non-U.S. companies, joint ventures or other interests that are non-qualifying. The Adviser directly originates credit opportunities from a large universe of private equity sponsors, strategic sourcing relationships, intermediaries and other direct lenders, as well as internal Lord Abbett resources.
We generally intend to distribute substantially all of our available earnings annually by paying distributions on a monthly basis, as determined by our Board, in its discretion.
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 plan to generate revenue in the form of interest and fee income on debt investments, capital gains, and dividend income from our equity investments in our portfolio companies. Our senior and subordinated debt investments are expected to bear interest at a fixed or floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, some of our investments may provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid PIK interest generally will become due at the maturity date. In addition, we may generate revenue in the form of commitment and other fees in connection with transactions. Original issue discounts and market discounts or premiums will be capitalized, and we will accrete or amortize such amounts as interest income. We will record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts. In addition, we generate revenue in the form of commitment, loan origination, structuring or diligence fees, fees for providing managerial assistance to our portfolio companies, and possibly consulting fees.
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Expenses
Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Administrator or its affiliates will bear all fees, costs, and expenses incurred that are not assumed by the Company. We will bear the following costs and expenses of our operations, administration and transactions, including, but not limited to (1) investment advisory fees, including the Base Management Fee and Incentive Fee, to the Adviser, pursuant to the Advisory Agreement; (2) Administration fee (“Administration Fee”) to the Administrator, pursuant to the Administration Agreement; and (3) other expenses of the Company’s operations and transactions listed in “Item 1. Business – Expenses” in our Form 10-K filing.
Pursuant to the Expense Support and Conditional Reimbursement Agreement (discussed below) we have entered into with the Adviser, the Adviser is obligated to advance all of our Other Operating Expenses (each, a “Required Expense Payment”) to the effect that such expenses do not exceed 0.70% (on an annualized basis) of the Company’s NAV. Any Required Expense Payment must be paid by the Adviser to us in any combination of cash or other immediately available funds and/or offset against amounts due from us to the Adviser or its affiliates.
From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. We will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on our behalf. From time to time, the Adviser and the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by our shareholders, subject to the cap on organization and offering expenses described in “Item 1. Business – Expenses” in our Form 10-k filing.
The Company has entered into an Expense Support and Conditional Reimbursement Agreement with the Adviser. For additional information, see “Note 3 - RELATED PARTY TRANSACTIONS - Expense Support and Conditional Reimbursement Agreement” to our Consolidated Financial Statements included in this Report.
PORTFOLIO AND INVESTMENT ACTIVITY
Our portfolio is presented below:
| March 31, 2025 | ||||||||||||
| Cost | Fair Value | % of Total Investments at Fair Value | ||||||||||
| First Lien Secured Debt | $ | 556,537 | $ | 557,966 | 94.37 | % | ||||||
| Investments in Joint Venture | 33,224 | 33,308 | 5.63 | % | ||||||||
| Total Investments at Fair value | $ | 589,761 | $ | 591,274 | 100 | % | ||||||
| December 31, 2024 | ||||||||||||
| Cost | Fair Value | % of Total Investments at Fair Value | ||||||||||
| First Lien Secured Debt | $ | 438,194 | $ | 439,367 | 92.95 | % | ||||||
| Investments in Joint Venture | $ | 33,224 | 33,221 | 7.05 | % | |||||||
| Total Investments at Fair value | $ | 471,418 | $ | 472,588 | 100 | % | ||||||
Our debt portfolio displayed the following characteristics of each of our investments:
| March 31, 2025 | March 31, 2024 | ||
| Number of portfolio companies | 26 | 2 | |
| Percentage of performing debt bearing a floating rate, at fair value | 100.0% | 100.00% | |
| Percentage of performing debt bearing a fixed rate, at fair value | 0.0% | 0.00% | |
| Percentage of our total portfolio on non-accrual, at cost | 0.0% | 0.00% |
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Investment Activity
Our investment activity in portfolio companies is presented below:
| For the three months ended March 31, 2025 |
For the period from February 23, 2024 (commencement of operations) to March 31, 2024 | |||||||
| Investment Activity | ||||||||
| Investments, beginning of period | $ | 439,367 | - | |||||
| New investments purchased | 151,409 | 76,895 |
||||||
| Investments sold or repaid | (33,754 | ) | - | |||||
| Net accretion of discount on investments | 676 | 6 | ||||||
| Net realized gain (loss) on investments | 12 | - | ||||||
| Net change in unrealized appreciation/(depreciation) | 256 | - | ||||||
| Investments, end of period | $ | 557,966 | 76,901 |
|||||
| Portfolio Companies | ||||||||
| Portfolio Companies Beginning Period | 22 | - | ||||||
| Number of new investment commitments in portfolio companies | 5 | 2 | ||||||
| Number of investment commitments exited or fully repaid | 1 | 0 | ||||||
| Number of Portfolio Companies at period end | 26 | 2 | ||||||
| Count of investments | 27 | 2 | ||||||
| Number of new investment commitments in portfolio companies | 16 | 2 | ||||||
CONSOLIDATED RESULTS OF OPERATIONS
The following table represents our operating results:
| For the three months ended March 31, 2025 |
For the period February 23, 2024 (commencement of operations) to March 31, 2024 | |||||||
| Total investment income | $ | 14,425 | $ | 425 | ||||
| Less: Net expenses | 7,617 | 269 | ||||||
| Net investment income before taxes | 6,808 | 156 | ||||||
| Net investment income after taxes | 6,808 | 156 | ||||||
| Net change in unrealized appreciation (depreciation) | 343 | - | ||||||
| Net realized gain (loss) | 12 | - | ||||||
| Net increase (decrease) in net assets resulting from operations | $ | 7,163 | $ | 156 | ||||
Investment Income
Investment income was as follows:
| For the three months ended March 31, 2025 |
For the period February 23, 2024 (commencement of operations) to March 31, 2024 | |||||||
| Investment income: | ||||||||
| Non-controlled/non-affiliated investments: | ||||||||
| Interest income | $ | 12,917 | $ | 421 | ||||
| Fee income | 597 | 4 | ||||||
| Controlled/affiliated investments: | ||||||||
| Dividend income | 911 | - | ||||||
| Total Investment Income | $ | 14,425 | $ | 425 | ||||
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Expenses
Expenses were as follows:
| For the
three months ended March 31, 2025 |
For the period February 23, 2024 (commencement of operations) to March 31, 2024 | |||||||
| Expenses: | ||||||||
| Interest expense | $ | 5,842 | $ | 414 | ||||
| Income incentive fees | 979 | - | ||||||
| Professional fees | 421 | 75 | ||||||
| Management fees | 602 | - | ||||||
| Other general & administrative | 71 | 12 | ||||||
| Administration fees | 150 | - | ||||||
| Amortization of offering costs | 31 | - | ||||||
| Capital gains incentive fees | 44 | - | ||||||
| Total expenses | $ | 8,140 | 501 | |||||
| Expense reimbursement | (353 | ) | (232 | ) | ||||
| Management fees waived | (170 | ) | - | |||||
| Net expenses | $ | 7,617 | $ | 269 | ||||
Interest and Other Financing Expenses
Interest expenses, including unused commitment fees, amortization of debt issuance costs and deferred financing costs were $5,842 for the three months ended March 31, 2025. The combined weighted average interest rate (excluding unused fees and financing costs) of the aggregate borrowings outstanding for the three months ended March 31, 2025 was 6.40%.
Net Realized Gain (Loss) and Unrealized Gain (Loss) on Investments
Net realized gain (loss) and unrealized gain (loss) on investments were as follows:
| For the three months ended March 31, 2025 |
For the period February 23, 2024 (commencement of operations) to March 31, 2024 | |||||||
| Realized and unrealized gain (loss): | ||||||||
| Net realized gain (loss): | ||||||||
| Non-controlled/non-affiliated investments | $ | 12 | - | |||||
| Net change in unrealized appreciation (depreciation): | ||||||||
| Non-controlled/non-affiliated investments | 256 | - | ||||||
| Controlled/affiliated investments | $ | 87 | - | |||||
| Net realized and unrealized gain (loss) | $ | 355 | - | |||||
For the three months ended March 31, 2025 net realized gain on our investments was $12, which was primarily due to unscheduled principal repayments at par on our portfolio companies.
For the three months ended March 31, 2025 net change in unrealized appreciation on our investments was $343, which was primarily the result of the changes in spreads in the primary and secondary markets.
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FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
We generate cash from the net proceeds of offerings of our common shares, net borrowings from our credit facilities and unsecured debt, and 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 common shares.
Our primary use of cash is investments in portfolio companies, payments of our expenses, funding repurchases under our share repurchase program and payment of cash distributions to our shareholders. Details of our credit facilities are described in “Note 5 - Debt” to the Consolidated Financial Statements. We may also, from time to time, enter into new credit facilities, increase the size of existing credit facilities or issue additional debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.
Unregistered Sales of Equity Securities
For the period from January 1, 2025 to March 31, 2025, total proceeds from capital contributions/shares sold were as follows:
| Date | Shares Issued | Proceeds Received | ||||||
| February 3, 2025 | 1,782,884 | $ | 45,000 | |||||
| March 3, 2025 | 849,404 | 21,410 | ||||||
| Total | 2,632,288 | $ | 66,410 | |||||
The following table summarizes the total proceeds received from capital contributions/shares sold for the three months ended March 31, 2024.
| Date | Proceeds Received | |||
| February 23, 2024 | $ | 17,000 | ||
| March 4, 2024 | $ | (1,968 | ) | |
| March 25, 2024 | $ | 10,610 | ||
| Total | $ | 25,642 | ||
The following table summarizes the Company’s distributions declared and payable for the three months ended March 31, 2025:
| Date Declared | Record Date | Payment Date | Per Share | Total Amount | ||||||||
| January 29, 2025 | January 29, 2025 | February 25, 2025 | $ | 0.25 | $ | 2,017 | ||||||
| February 26, 2025 | February 26, 2025 | March 27, 2025 | $ | 0.24 | $ | 2,365 | ||||||
| March 27, 2025 | March 27, 2025 | April 28, 2025 | $ | 0.24 | $ | 2,569 | ||||||
| Total Distributions | $ | 6,951 | ||||||||||
Debt
Our outstanding debt obligations were as follows:
The Company’s outstanding debt obligations were as follows:
| As of March 31, 2025 | ||||||||||||||||
| Aggregate Borrowing Capacity | Outstanding Principal | Less Unamortized Deferred Financing Cost | Carrying Value per Consolidated Statement of Assets and Liabilities | |||||||||||||
| SMBC Revolving Credit Facility | $ | 300,000 | $ | 188,000 | $ | 3,170 | $ | 184,830 | ||||||||
| ABL Credit Facility | $ | 300,000 | $ | 230,500 | $ | 867 | $ | 229,633 | ||||||||
| Total | $ | 600,000 | $ | 418,500 | $ | 4,037 | $ | 414,463 | ||||||||
| As of December 31, 2024 | ||||||||||||||||
| Aggregate Borrowing Capacity | Outstanding Principal | Less Unamortized Deferred Financing Costs | Carrying Value per Consolidated Statement of Assets and Liabilities | |||||||||||||
| BofA Revolving Credit Facility | $ | 300,000 | $ | 235,882 | $ | 309 | $ | 235,573 | ||||||||
| SMBC Revolving Credit Facility | $ | 300,000 | $ | 150,000 | $ | 3,343 | $ | 146,657 | ||||||||
| Total | $ | 600,000 | $ | 385,882 | $ | 3,652 | $ | 382,230 | ||||||||
For further details, see “Note 5 - Debt” to our Consolidated Financial Statements included in this Report.
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RECENT DEVELOPMENTS
Refer to “Note 9 - Subsequent Events” to our Consolidated Financial Statements included in this Report.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
This discussion of our expected operating plans is based upon our expected financial statements, which will be prepared in accordance with U.S. GAAP. The preparation of these financial statements will require our management 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. In addition to the discussion below, we will describe our critical accounting policies in the notes to our future financial statements.
The Company is required to report its investments for which current market values are not readily available at fair value. The Company values its investments in accordance with Rule 2a-5 under the 1940 Act and ASC 820, which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. ASC 820 prioritizes the use of observable market prices derived from such prices over entity-specific inputs. Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See “Item 1. Business – Determination of Net Asset Value” in our Form 10-K for more information on how we value our investments.
RELATED PARTY TRANSACTIONS
See Note 3 to the Consolidated Financial Statements for information on the Company’s related party transactions.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including portfolio valuation risk, market risk and risk related to interest rates.
Portfolio Valuation Risk
The Adviser, subject to the oversight of the Board, will determine the valuation of the Company’s investments. It is expected that most of the Company’s investments will not have readily available market quotations, which will require the Adviser to estimate, in accordance with the Adviser’s valuation policies, the fair value of such investments on the valuation date. Fair value pricing is based on subjective judgments, and it is possible that the fair value of a security may differ materially from the value that would be realized if the security were sold. Absent bad faith or manifest error, valuation determinations of the Adviser will be conclusive and binding on the Company investors.
In addition, the Adviser may have an interest in determining higher valuations in order to be able to present better performance to prospective investors. In certain cases, the Company may hold an investment in an issuer experiencing distress or going through bankruptcy. In such a situation, the Adviser may continue to place a favorable valuation on such investment due to the Adviser’s determination that the investment is sufficiently secured despite the distressed state or bankruptcy of the issuer. However, no assurances can be given that this assumption is justified or that such valuations will be accurate in the long term. In addition, an investment in a portfolio company may not be permanently written-off or permanently written down despite its distressed state or covenant breach until such portfolio company experiences a material corporate event (e.g., bankruptcy or partial sale) which establishes an objective basis for such revised valuation. In these circumstances, the Adviser has an interest in delaying any such write-offs or write-downs to maintain a higher management fee base and thus, management fees paid to the Adviser.
In addition, the Company may rely on third-party valuation services to verify the value of certain investments. An investment may not have a readily ascertainable market value and accordingly, could potentially make it difficult to determine a fair value of an investment and may yield an inaccurate valuation. Further, because of the Adviser’s knowledge of the investment, the valuation services may defer to the Adviser’s valuation even where such valuation may not be accurate or the determination thereof involved a conflict of interest. Additionally, the Company may also choose to discontinue the use of any third-party valuation services at any time, which could create a conflict of interest and impair the third-party valuation service’s independence. An inaccurate valuation of an investment could have a substantial impact on the Company.
Market Risk
The success of the Company’s activities will be affected by general economic and market conditions, such as interest rates, inflation rates, industry conditions, competition, technological developments, tax laws, availability of credit, economic uncertainty, changes in laws (including laws relating to taxation of the Company’s investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect, among other things, the level and volatility of securities’ prices, the liquidity of the Company’s investments and the availability of certain securities and investments. Volatility or illiquidity could impair the Company’s profitability or result in losses. The Company may maintain substantial trading positions that can be materially adversely affected by the level of volatility in the financial markets—the larger the positions, the greater the potential for loss. Global markets have recently experienced unprecedented volatility and losses. The effects thereof are continuing and there can be no assurance that the Company will not be materially adversely affected. Furthermore, none of these conditions is within the control of the Adviser. See “Part I, Item 1A. Risk Factors—Adverse Developments in the Debt Capital Markets” of our Form 10.
Risk Related to Interest Rates
Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors beyond the ability of the Company to control or to forecast. Debt securities have varying levels of sensitivity to changes in interest rates. When the Company chooses to borrow money to make investments, the Company’s net investment income will depend, in part, upon the difference between the rate at which the Company borrows funds and the rate at which the Company invest those funds. As a result, the Company can offer no assurance that a significant change in market interest rates would not have a material adverse effect on its net investment income in the event the Company uses debt to finance its investments. In periods of rising interest rates, the Company’s cost of funds would increase, which could reduce its net investment income. The Company may use interest rate risk management techniques in an effort to limit its exposure to interest rate fluctuations. In addition, a rise in the general level of interest rates typically leads to higher interest rates applicable to the Company’s debt investments.
As of March 31, 2025, approximately 100.0% of our debt investments were at floating rates. Based on our Consolidated Statements of Assets and Liabilities as of March 31, 2025, 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 March 31, 2025):
| 44 |
| Interest Income | Interest Expense |
Net Income | ||||
| Up 100 basis points | $5,643 | $4,190 | $1,453 | |||
| Up 50 basis points | $2,822 | $2,095 | $727 | |||
| Down 50 basis points | $(2,822) | $(2,095) | $(727) | |||
| Down 100 basis points | $(5,643) | $(4,190) | $(1,453) | |||
| Down 200 basis points | $(11,287) | $(8,380) | $(2,907) |
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of March 31, 2025, 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 March 31, 2025 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 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 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” 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 previously disclosed under Item 1A of our Form 10-K, which could materially affect our business, financial condition and/or operating results. The risks disclosed in the Form 10-K 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.
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 7 - Shareholders’ Capital” in this Report, for the issuance of our common shares for the three months ended March 31, 2025. 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.
Item 3: Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Other Information
Rule 10b5-1 Trading Plans
During the fiscal quarter ended March
31, 2025,
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:
| 46 |
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.
| Lord Abbett Private Credit Fund | |
| Date: May 14, 2025 | /s/ Stephan Kuppenheimer |
| Stephan Kuppenheimer | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
| Date: May 14, 2025 | /s/ Salvatore Dona |
| Salvatore Dona | |
| Chief Financial Officer and Treasurer | |
| (Principal Financial Officer) |
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