v3.26.1
Borrowings
3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Borrowings

Note 5. Borrowings

Financing Facility

On August 23, 2021, the Company, through SPV LLC entered into a five-year, $115 million senior secured revolving credit facility (the “Capital One Revolving Financing”) with Capital One, N.A. (“Capital One”), which is secured by collateral consisting primarily of loans in the Company’s investment portfolio. On June 14, 2023, we amended the Capital One Revolving Financing to decrease the facility size from $115 million to $100 million. On January 17, 2024, we amended the Capital One Revolving Financing to (i) extend the maturity date to January 17, 2029, (ii) increase the applicable interest spreads under the Capital One Revolving Financing and (iii) extend the Scheduled Revolving Period End Date (as defined in the Capital One Revolving Financing) to January 17, 2027. The Capital

One Revolving Financing, which will expire on January 17, 2029 (the “Maturity Date”), features a three-year reinvestment period and a two-year amortization period.

Effective January 17, 2024, borrowings under the Capital One Revolving Financing generally bear interest at a rate per annum equal to the Secured Overnight Financing Rate (“SOFR”) plus 3.10%. The default interest rate will be equal to the interest rate then in effect plus 2.00%. The Capital One Revolving Financing required the payment of an upfront fee of 1.125% ($1.3 million) of the available borrowings under the Capital One Revolving Financing at the closing, and requires the payment of an unused fee of (i) 0.75% annually for any undrawn amounts below 50% of the Capital One Revolving Financing, (ii) 0.50% annually for any undrawn amounts between 50% and 75% of the Capital One Revolving Financing, and (iii) 0.25% annually for any undrawn amounts above 75% of the Capital One Revolving Financing. Borrowings under the Capital One Revolving Financing are based on a borrowing base. As of March 31, 2026, the Company had availability to borrow $3.6 million based on the borrowing base. The Capital One Revolving Financing generally requires payment of interest and fees on a quarterly basis. All outstanding principal is due on the Maturity Date. The Capital One Revolving Financing also requires mandatory prepayment of interest and principal upon certain events.

On November 19, 2024, we amended the Capital One Revolving Financing to provide for, among other things, a decrease of the applicable interest spreads under the Capital One Revolving Financing from SOFR plus 3.10% to SOFR plus 2.50%, and to make amendments to the concentration limits and other fees, and certain other amendments.

As of March 31, 2026 and December 31, 2025, there were $44.9 million and $58.9 million in borrowings outstanding under the Capital One Revolving Financing, respectively.

Restricted cash and cash equivalents (as shown on the Unaudited Consolidated Statements of Assets and Liabilities) is held by the trustee of the Capital One Revolving Financing and is restricted to purchases of investments by SPV LLC that must meet certain eligibility criteria identified by the loan, security and investment management agreement governing the Capital One Revolving Financing. As of March 31, 2026, SPV LLC had assets of $135.6 million, which included $125.8 million of the Company’s portfolio investments at fair value, $1.0 million in accrued interest receivable and $8.8 million in restricted cash and cash equivalents held by the trustees of the Capital One Revolving Financing. As of December 31, 2025, SPV LLC had assets of $153.2 million, which included $141.8 million of the Company's portfolio investments at fair value, $1.0 million in accrued interest receivable and $10.4 million in restricted cash and cash equivalents held by the trustees of the Capital One Revolving Financing. For the three months ended March 31, 2026, the weighted average outstanding debt balance and the weighted average stated interest rate under the Capital One Revolving Financing was $52.7 million and 6.25%, respectively. For the three months ended March 31, 2025, the weighted average outstanding debt balance and the weighted average stated interest rate under the Capital One Revolving Financing was $56.9 million and 6.93%, respectively.

The fair value of the Company’s borrowings is estimated based on the rate at which similar credit facilities or debentures would be priced. At March 31, 2026 and December 31, 2025, the fair value of the Company’s total borrowings under the Capital One Revolving Financing, was estimated at $44.9 million and $58.9 million, respectively, which the Company concluded was a Level 3 fair value.

As of March 31, 2026, the carrying amount of the Capital One Revolving Financing was approximately $44.3 million aggregate principal balance of $44.9 million net with deferred debt issuance costs of approximately $0.6 million. As of December 31, 2025, the carrying amount of the Capital One Revolving Financing was $58.2 million aggregate principal balance of $58.9 million net with deferred debt issuance costs of $0.7 million.

Notes Due 2026

On March 31, 2021, the Company closed the public offering of $65.0 million in aggregate principal amount of 4.875% notes due 2026 (the “2026 Notes”). The total net proceeds to the Company from the sale of the 2026 Notes, after deducting the underwriting discounts and commissions of approximately $1.3 million and estimated offering expenses of approximately $215,000, were approximately $63.1 million.

The 2026 Notes were due to mature on April 1, 2026 and bore interest at a rate of 4.875%. The 2026 Notes were the Company's direct unsecured obligations and ranked pari passu, which means equal in right of payment, with all outstanding and future unsecured, unsubordinated indebtedness issued by the Company. Because the 2026 Notes were not secured by any of the Company’s assets, they were effectively subordinated to all of the Company’s existing and future secured unsubordinated indebtedness (or any indebtedness that is initially unsecured as to which the Company subsequently grants a security interest), to the extent of the value of the assets securing such indebtedness. The 2026 Notes were structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries and financing vehicles, including, without limitation, borrowings under the Capital One Revolving

Financing. The 2026 Notes were obligations exclusively of the Company and not of any of the Company’s subsidiaries. Interest on the 2026 Notes was payable semi-annually on April 1 and October 1 of each year, commencing October 1, 2021.

As of March 31, 2026, there was no outstanding principal balance on the 2026 Notes as the 2026 Notes were fully repaid on March 30, 2026 using the net proceeds from the issuance of the Company's Floating Rate Senior Unsecured Notes due 2029, as described below.

On November 10, 2025, the Company entered into a letter of commitment with Investcorp Capital plc ("ICAP"), an Affiliate of the Adviser, to provide, or cause to be provided, capital to the Company in the event the Company was unable to repay any portion of the principal balance of the Company’s 4.875% Notes due 2026. Under the letter of commitment, ICAP was required to provide, or cause to be provided, a loan (“ICAP Loan”) to the Company in an amount up to the lesser of (i) the remaining, unredeemed, principal amount of the Notes outstanding on April 1, 2026 and (ii) $65,000,000. In exchange, the Company paid ICAP a fee in an amount equal to the sum of (i) the upfront fee of 0.50% of principal amount and (ii) an ongoing fee of 1.00% of principal amount per annum during the period from November 10, 2025 until April 1, 2026, pro-rated for any period of less than one year. On March 30, 2026, the Company issued $65.0 million in aggregate principal amount of Floating Rate Senior Unsecured Notes due 2029. The Company used the proceeds from that issuance to fully repay the 2026 Notes on March 30, 2026.

Notes Due 2029

 

On March 29, 2026, the Company and ICAP, acting in its capacity as "Agent", entered into an indenture (the “2029 Notes Indenture”) pursuant to which, on March 30, 2026, the Company issued and sold $65.0 million in aggregate principal amount of its Floating Rate Senior Unsecured Notes due 2029 (the “2029 Notes”) to ICAP, acting in its capacity as ‘Purchaser’ (the “Purchaser”).

The 2029 Notes mature on July 1, 2029, unless previously redeemed in accordance with their terms. The 2029 Notes bear interest at a floating rate equal to the 3-month Term SOFR plus 5.50% (9.18223% at March 31, 2026) per annum. Interest on the 2029 Notes is payable on the last business day of each calendar quarter, commencing June 30, 2026. The 2029 Notes are the Company’s direct unsecured obligations and rank pari passu with the Company’s existing and future unsecured, unsubordinated indebtedness.

The Company may redeem the 2029 Notes in whole or in part (1) on or prior to July 1, 2028, (a) if the net proceeds the Company receives from a debt financing or refinancing are used to directly or indirectly redeem the 2029 Notes, at a price equal to par plus an additional amount that would provide holders of the Notes with a minimum cash return of not less than 1.09x of the principal amount of the 2029 Notes (the “Minimum Return”), in which case the redemption price will equal the difference (but not less than zero) of the (i) Minimum Return less (ii) sum of all cash interest payments received by the holders of the 2029 Notes through the calculation date, or (b) if the redemption is not funded from the net proceeds from a debt financing or refinancing, at par plus any accrued and unpaid interest, and (2) after July 1, 2028, at par plus any accrued and unpaid interest. Holders of the 2029 Notes will not have the option to have the 2029 Notes repaid prior to maturity.

The 2029 Notes Indenture contains certain covenants, including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, whether or not the Company continues to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to the Company by the SEC and Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions but giving effect to any no-action relief granted by the SEC to another business development company and upon which the Company may reasonably rely (or to the Company if the Company determines to seek such similar no-action or other relief). The 2029 Notes Indenture also contains covenants (i) restricting consolidations, mergers, asset transfer, equity and debt transactions, dispositions of portfolio investments having an aggregate fair value of 10% or more of the aggregate fair value of all portfolio investments (“Disposal Transactions”), change of control transactions, and the use of the Company’s and its subsidiaries’ unrestricted cash and cash equivalents to the redemption of the Notes if the Board determines that some or all of such unrestricted cash should be applied in repaying an amount of the Company’s or any of its subsidiaries’ indebtedness, in each case without the prior written consent of holders of greater than 50% in principal amount of the 2029 Notes (the “Required Holders”), and (ii) requiring the Company to consult with the Required Holders prior to commencing discussions or negotiations for any debt or equity transaction, Disposal Transaction, change of control transaction, or declaration or payment of dividends or other distributions. The 2029 Notes Indenture also contains a covenant that prohibits the Company and its subsidiaries from entering into any transaction or arrangement with any affiliate unless such transaction or arrangement is on arm’s length terms, is no less favorable to the Company than those that would be available from a non-affiliate in comparable circumstances and is approved by the Board (or any committee thereof) acting reasonably and in good faith.

These covenants are subject to important limitations and exceptions that are set forth in the 2029 Notes Indenture, including that the consent and consultation rights of the Required Holders will terminate upon the Purchaser or its affiliates ceasing to hold greater than 50% in aggregate principal amount of the outstanding 2029 Notes. The 2029 Notes Indenture also contains customary events of default

with customary cure and notice periods, including, without limitation, nonpayment, breach of covenant, change of control, including if the Company ceases to be managed by its investment adviser or another affiliate, certain cross-defaults under other indebtedness of the Company or its subsidiaries in excess of $25.0 million, certain events of bankruptcy or insolvency, and an event of default for failure of the 2029 Notes to have an asset coverage of less than 125% pursuant to Sections 18(a)(1)(c)(ii) and 61 of the 1940 Act as of the last business day of any calendar quarter.

Pursuant to an upfront fee agreement between the Company and the Purchaser, dated March 30, 2026 (the “Fee Letter”), on March 30, 2026, the Company paid a $650,000 cash fee to the Purchaser in connection with the issuance and sale of the 2029 Notes.

As of March 31, 2026, the carrying amount of the 2029 Notes was $63.8 million, aggregate principal balance of $65.0 million net with deferred debt issuance costs of approximately $0.3 million and unamortized discount of $0.9 million. As of March 31, 2026, the fair value of the 2029 Notes was $64.4 million. The Company concluded that this was Level 3 fair value under ASC 820.

For the three months ended March 31, 2026, the weighted average outstanding debt balance and the weighted average stated interest rate for overall debt outstanding, in aggregate was $117.7 million and 5.49%, respectively. For the three months ended March 31, 2025, the weighted average outstanding debt balance and the weighted average stated interest rate for overall debt outstanding, in aggregate was $121.9 million and 5.90%, respectively.

Long-Term Debt Maturities

Set forth below is the aggregate principal amount of our long-term debt as of March 31, 2026 and December 31, 2025 (excluding unamortized premiums, net, and unamortized debt issuance costs) maturing during the following years:

 

 

March 31, 2026

 

December 31, 2025

2027

 

$

 

$

2028

 

 

2029

 

109,900,000

 

58,900,000

Total long-term debt

 

$109,900,000

 

$58,900,000