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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
Form 10-K/A
(Amendment No. 1)
____________________
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 814-01586
____________________
OHA SENIOR PRIVATE LENDING FUND (U) LLC
(Exact name of Registrant as specified in its Charter)
____________________
| | | | | |
| Delaware | 13-4077194 |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
| |
1 Vanderbilt, 16th Floor | |
New York, New York | 10017 |
| (Address of Principal Executive Offices) | (Zip Code) |
(212) 326-1500
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
____________________
Securities registered pursuant to Section 12(g) of the Act: Units of Limited Liability Company Interests
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | |
| Large accelerated filer | ¨ | | Accelerated filer | ¨ |
| Non-accelerated filer | x | | Smaller reporting company | ¨ |
| | | Emerging growth company | x |
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. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes o No x
As of December 31, 2024, there was no established public market for the registrant’s common shares of beneficial interest. The number of the registrant’s common shares, $0.01 par value per share, outstanding as of March 12, 2025 was 44,724,135.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) amends OHA Senior Private Lending Fund (U) LLC’s (the “Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission (“SEC”) on March 13, 2025 (the “Original Filing”), solely to provide a revised Report of Independent Registered Public Accounting Firm from KPMG LLP.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Amendment No. 1 includes new certifications from the Company’s principal executive officer and principal financial officer dated as of the date of filing of this Amendment No. 1.
This Amendment No. 1 consists solely of the preceding cover page, this explanatory note, Part II., Item 8., “Consolidated Financial Statements and Supplementary Data,” in its entirety, Part IV., Item 15., “Exhibits and Financial Statement Schedules,” in its entirety, the signature page, and the new certifications from the Company’s Principal Executive Officer and Principal Financial Officer.
Amendment No. 1 speaks as of the date of the Original Filing, does not reflect events that may have occurred after the date of the Original Filing and does not modify or update in any way the disclosures made in the Original Filing, except as described above. Amendment No. 1 should be read in conjunction with the Original Filing and with the Company’s subsequent filings with the SEC.
Item 8. Consolidated Financial Statements and Supplementary Data
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
OHA Senior Private Lending Fund (U) LLC:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of assets and liabilities of OHA Senior Private Lending Fund (U) LLC and subsidiaries (the Company), including the consolidated schedules of investments, as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in net assets, and cash flows for the years ended December 31, 2024 and 2023 and for the period from December 15, 2022 (commencement of operations) to December 31, 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended December 31, 2024 and 2023 and for the period from December 15, 2022 (commencement of operations) to December 31, 2022, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Such procedures also included confirmation of securities owned as of December 31, 2024 and 2023, by correspondence with agent banks; when replies were not received, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ KPMG LLP
We have served as the Company’s auditor since 2022.
Fort Worth, Texas
March 12, 2025
OHA Senior Private Lending Fund (U) LLC
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share amounts)
| | | | | | | | | | | |
| As of |
| December 31, 2024 | | December 31, 2023 |
| | | |
| ASSETS | | | |
| Investments at fair value: | | | |
Non-controlled/non-affiliated investments (cost of $420,729 and $318,837 at December 31, 2024 and December 31, 2023, respectively) | $ | 423,430 | | | $ | 324,296 | |
| Cash and cash equivalents | 42,218 | | | 117,255 | |
| | | |
| Interest receivable | 3,831 | | | 1,937 | |
| | | |
| | | |
| | | |
| Receivable for investments sold | 55 | | | 1,902 | |
| | | |
| Total assets | $ | 469,534 | | | $ | 445,390 | |
| | | |
| LIABILITIES | | | |
| Payable for investments purchased | — | | | 74 | |
| Collateral payable on forward currency exchange contracts | 160 | | | 17,590 | |
| Management fees payable | 751 | | | 1,015 | |
| Income incentive fee payable | 5,221 | | | 2,032 | |
| Capital gains incentive fee payable | — | | | 1,183 | |
| | | |
| | | |
| Unrealized depreciation on foreign currency forward contracts | 26,106 | | | 2,454 | |
| Accrued expenses and other liabilities | 1,006 | | | 1,029 | |
| Total liabilities | $ | 33,244 | | | $ | 25,377 | |
| | | |
| Commitments and contingencies (Note 8) | | | |
| | | |
| NET ASSETS | | | |
Common shares, $0.01 par value (44,724,135 and 38,954,613 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively) | 447 | | | 390 | |
| Additional paid in capital | 459,283 | | | 398,535 | |
| Distributable earnings (loss) | (23,440) | | | 21,088 | |
| Total net assets | $ | 436,290 | | | $ | 420,013 | |
| Total liabilities and net assets | $ | 469,534 | | | $ | 445,390 | |
| Net asset value per share | $ | 9.76 | | | $ | 10.78 | |
See accompanying notes to the consolidated financial statements.
OHA Senior Private Lending Fund (U) LLC
Consolidated Statements of Operations
(in thousands, except share and per share amounts)
| | | | | | | | | | | | | | | | | | | | |
| | | For the Year Ended | For the Period from December 15, 2022 (commencement of operations) to |
| | | | | December 31, 2024 | | December 31, 2023 | December 31, 2022 |
| | | | | | | | |
| Investment income: | | | | | | | | |
| From non-controlled/non-affiliated investments: | | | | | | | | |
| Interest income | | | | | $ | 47,735 | | | $ | 27,257 | | $ | — | |
| Other income | | | | | 2,868 | | | 2,149 | | — | |
| Total investment income | | | | | $ | 50,603 | | | $ | 29,406 | | $ | — | |
| | | | | | | | | |
| Expenses: | | | | | | | | |
| | | | | | | | |
| Management fees | | | | | $ | 2,777 | | | $ | 1,698 | | $ | 33 | |
| Income incentive fee | | | | | 5,618 | | | 3,064 | | — | |
| Capital gains incentive fee | | | | | — | | | 1,183 | | — | |
| Professional fees | | | | | 1,150 | | | 896 | | 203 |
| Board of Managers fees | | | | | 211 | | | 210 | | 33 |
| Administrative service expenses | | | | | 358 | | | 352 | | 9 |
| Organizational costs | | | | | — | | | — | | 129 |
| Other general & administrative | | | | | 1,092 | | | 1,315 | | — | |
| Amortization of deferred offering costs | | | | | — | | | 382 | | 35 |
| Total expenses | | | | | $ | 11,206 | | | $ | 9,100 | | $ | 442 | |
| Incentive fee waiver | | | | | (395) | | | (1,032) | | — | |
| Total expense, net of fee waivers | | | | | $ | 10,811 | | | $ | 8,068 | | $ | 442 | |
| Total investment income before taxes | | | | | 39,792 | | | 21,338 | | (442) | |
| Excise tax expense | | | | | 72 | | | 39 | | — | |
| Net investment income | | | | | $ | 39,720 | | | $ | 21,299 | | $ | (442) | |
| | | | | | | | | |
| Realized and unrealized gain (loss): | | | | | | | | |
| Realized gain (loss): | | | | | | | | |
| Non-controlled/non-affiliated investments | | | | | $ | 187 | | | $ | 68 | | $ | — | |
| Foreign currency transactions | | | | | (383) | | | 1,145 | | 924 |
| Foreign currency forward contracts | | | | | (11,376) | | | 10,778 | | — | |
| Net realized gain (loss) | | | | | $ | (11,572) | | | $ | 11,991 | | $ | 924 | |
| | | | | | | | |
| Net change in unrealized appreciation (depreciation): | | | | | | | | |
| Non-controlled/non-affiliated investments | | | | | (2,758) | | | 5,337 | | 122 |
| | | | | | | | |
| Foreign currency forward contracts | | | | | (23,652) | | | (3,140) | | 686 | |
| Net unrealized appreciation (depreciation) | | | | | (26,410) | | | 2,197 | | 808 | |
| Net realized and unrealized gain (loss) | | | | | (37,982) | | | 14,188 | | 1,732 | |
| Net increase (decrease) in net assets resulting from operations | | | | | $ | 1,738 | | | $ | 35,487 | | $ | 1,290 | |
| | | | | | | | |
| | | | | | | | |
| Weighted average common shares outstanding | | | | | 41,073,741 | | | 25,556,166 | | 3,057,946 | |
See accompanying notes to the consolidated financial statements.
OHA Senior Private Lending Fund (U) LLC
Consolidated Statements of Changes in Net Assets
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
| | | For the Year Ended | | For the Period from December 15, 2022 (commencement of operations) to |
| | | | | December 31, 2024 | | December 31, 2023 | | December 31, 2022 |
| | | | | | | | | |
| Operations: | | | | | | | | | |
| Net investment income | | | | | $ | 39,720 | | | $ | 21,299 | | | $ | (442) | |
| Net realized gain (loss) | | | | | (11,572) | | | 11,991 | | | $ | 924 | |
| Net change in unrealized appreciation (depreciation) | | | | | (26,410) | | | 2,197 | | | $ | 808 | |
| Net increase (decrease) in net assets resulting from operations | | | | | $ | 1,738 | | | $ | 35,487 | | | $ | 1,290 | |
| | | | | | | | | |
| Share transactions: | | | | | | | | | |
| Common shares issued | | | | | $ | 60,878 | | | $ | 212,928 | | | $ | 186,475 | |
| Distributions to common shareholders | | | | | (46,339) | | | (16,167) | | | $ | — | |
| Net increase (decrease) from share transactions | | | | | $ | 14,539 | | | $ | 196,761 | | | $ | 186,475 | |
| Total increase (decrease) in net assets | | | | | $ | 16,277 | | | $ | 232,248 | | | $ | 187,765 | |
| Net Assets, beginning of period | | | | | 420,013 | | | 187,765 | | | $ | — | |
| Net Assets, end of period | | | | | $ | 436,290 | | | $ | 420,013 | | | $ | 187,765 | |
See accompanying notes to the consolidated financial statements.
OHA Senior Private Lending Fund (U) LLC
Consolidated Statements of Cash Flows
(in thousands)
| | | | | | | | | | | | | | | | | |
| For the Year Ended | | For the Period from December 15, 2022 (commencement of operations) to |
| | December 31, 2024 | | December 31, 2023 | | December 31, 2022 |
| | | | | |
| Cash flows from operating activities: | | | | | |
| Net increase (decrease) in net assets resulting from operations | $ | 1,738 | | | $ | 35,487 | | | $ | 1,290 | |
| Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: | | | | | |
| Net unrealized (appreciation) depreciation on investments | 2,758 | | | (5,337) | | | (122) | |
| Net unrealized (appreciation) depreciation on foreign currency forward contracts | 23,652 | | | 3,140 | | | (686) | |
| | | | | |
| Net realized (gain) loss on investments | (187) | | | (68) | | | — | |
| Net realized (gain) loss on foreign currency transactions | 383 | | | (1,145) | | | (924) | |
| Net realized (gain) loss on foreign currency forward contracts | 11,376 | | | (10,778) | | | — | |
| Payment-in-kind interest capitalized | (875) | | | (6) | | | — | |
| Net accretion of discount and amortization of premium | (3,051) | | | (1,326) | | | — | |
| Amortization of deferred offering costs | — | | | 382 | | | — | |
| Purchases of investments | (208,974) | | | (194,711) | | | (149,464) | |
| Proceeds from sale of investments and principal repayments | 111,195 | | | 26,738 | | | — | |
| Proceeds from settlement of foreign currency forward contracts | (11,376) | | | 10,778 | | | — | |
| Increase (decrease) in assets and liabilities: | | | | | |
| Interest receivable | (1,894) | | | (1,937) | | | — | |
| | | | | |
| Receivable for investments sold | 1,847 | | | (1,902) | | | — | |
| Payable for investments purchased | (74) | | | (149,390) | | | 149,464 | |
| Collateral on forward currency exchange contracts | (17,430) | | | 17,590 | | | — | |
| Management fee payable | (264) | | | 982 | | | 33 | |
| Income incentive fee payable | 3,189 | | | 2,032 | | | — | |
| Capital gains incentive fee payable | (1,183) | | | 1,183 | | | — | |
| Board of Managers fee payable | — | | | (33) | | | 33 | |
| Accrued expenses and other liabilities | (23) | | | 272 | | | 757 | |
| Net cash provided by (used in) operating activities | (89,193) | | | (268,049) | | | 381 | |
| | | | | |
| Cash flows from financing activities: | | | | | |
| Proceeds from issuance of common shares, inclusive of change in receivable for issuance of common shares | 60,878 | | | 212,928 | | | 186,475 | |
| Distributions paid in cash | (46,339) | | | (16,167) | | | — | |
| Proceeds received from foreign currency settlement | (383) | | | 1,145 | | | 924 | |
| Deferred offering costs paid | — | | | — | | | (382) | |
| Net cash provided by (used in) financing activities | 14,156 | | | 197,906 | | | 187,017 | |
| Net increase (decrease) in cash and cash equivalents | (75,037) | | | (70,143) | | | 187,398 | |
| Cash and cash equivalents, beginning of period | 117,255 | | | $ | 187,398 | | | $ | — | |
| Cash and cash equivalents, end of period | $ | 42,218 | | | $ | 117,255 | | | $ | 187,398 | |
| | | | | |
| Supplemental disclosure of cash flow information: | | | | | |
| Receivable for issuance of common shares | $ | — | | | $ | 99,266 | | | $ | — | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
See accompanying notes to the consolidated financial statements.
OHA Senior Private Lending Fund (U) LLC
Consolidated Schedule of Investments
December 31, 2024
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated (1) | Footnotes | 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 Debt | | | | | | | | | | | |
| Aerospace and Defense | | | | | | | | | | | |
| Evergreen IX Borrower 2023 LLC | (4) (5) | S + | 4.75 | % | | 9.08 | % | 9/30/2030 | | $ | 5,376 | | $ | 5,306 | | $ | 5,376 | | 1.23 | % |
| Evergreen IX Borrower 2023 LLC | (4) (5) (6) | S + | 4.75 | % | | 9.08 | % | 10/1/2029 | | 599 | | (7) | | — | | — | |
| Farsound Aviation Limited | (4) (5) (8) | P + | 5.25 | % | | 9.78 | % | 12/3/2031 | | 5,238 | | 5,186 | | 5,186 | | 1.19 | |
| Farsound Aviation Limited | (4) (5) (6) (8) | P + | 5.25 | % | | 9.78 | % | 12/3/2031 | | 952 | | — | | — | | — | |
| Mantech International CP | (4) (5) (7) | S + | 5.00 | % | | 9.59 | % | 9/14/2029 | | 3,733 | | 3,675 | | 3,733 | | 0.85 | |
| Mantech International CP | (4) (5) (6) | S + | 5.00 | % | | 9.59 | % | 9/14/2029 | | 566 | | (8) | | — | | — | |
| Mantech International CP | (4) (5) (6) | S + | 5.00 | % | | 9.59 | % | 9/14/2028 | | 444 | | (6) | | — | | — | |
| STS Aviation Group | (4) (5) (6) | S + | 5.00 | % | | 9.48 | % | 10/8/2031 | | 20 | | — | | — | | — | |
| STS Aviation Group | (4) (5) | S + | 5.00 | % | | 9.48 | % | 10/8/2031 | | 72 | | 72 | | 72 | | 0.02 | |
| STS Aviation Group | (4) (5) (6) | S + | 5.00 | % | | 9.48 | % | 10/8/2030 | | 8 | | 4 | | 4 | | — | |
| | | | | | | | | 14,222 | | 14,371 | | 3.29 | |
| Automobile | | | | | | | | | | | |
| Mammoth Holdings, LLC | (4) (5) (6) | S + | 6.00 | % | | 10.64 | % | 11/15/2029 | | 909 | | (7) | | — | | — | |
| Mammoth Holdings, LLC | (4) (5) | S + | 6.00 | % | | 10.33 | % | 11/15/2030 | | 7,200 | | 7,136 | | 7,200 | | 1.65 | |
| Mammoth Holdings, LLC | (4) (5) | S + | 6.00 | % | | 10.64 | % | 11/15/2030 | | 1,809 | | 1,794 | | 1,809 | | 0.42 | |
| Wheels Bidco, Inc. | (4) (5) | S + | 5.50 | % | | 10.07 | % | 11/3/2031 | | 5,000 | | 4,951 | | 4,950 | | 1.13 | |
| | | | | | | | | 13,874 | | 13,959 | | 3.20 | |
| Broadcasting and Entertainment | | | | | | | | | | | |
| Broadcast Music, Inc. | (4) (5) (7) | S + | 5.75 | % | | 10.39 | % | 2/8/2030 | | 4,883 | | 4,818 | | 4,883 | | 1.12 | |
| Broadcast Music, Inc. | (4) (5) (6) | S + | 5.75 | % | | 10.39 | % | 2/8/2030 | | 892 | | (11) | | — | | — | |
| | | | | | | | | 4,807 | | 4,883 | | 1.12 | |
| Buildings and Real Estate | | | | | | | | | | | |
| Associations, Inc. | (4) (5) (6) | S + | 6.50 | % | | 11.28 | % | 7/3/2028 | | 286 | | 143 | | 143 | | 0.03 | |
| Associations, Inc. | (4) (5) (6) | S + | 6.50 | % | | 11.32 | % | 7/3/2028 | | 357 | | 59 | | 60 | | 0.01 | |
| Associations, Inc. | (4) (5) | S + | 6.50 | % | | 11.32 | % | 7/3/2028 | | 4,593 | | 4,590 | | 4,593 | | 1.05 | |
| Associations, Inc. | (4) (5) | | | (14.25 | % PIK) | 14.25 | % | 5/3/2030 | | 282 | | 282 | | 282 | | 0.07 | |
| Associations, Inc. | (4) (5) | | | (14.25 | % PIK) | 14.25 | % | 5/3/2030 | | 739 | | 738 | | 739 | | 0.17 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated (1) | Footnotes | Reference Rate and Spread | Interest Rate (2) | Maturity Date | | Par Amount/ Units | Cost (3) | Fair Value | % of Net Assets |
| | | | | | | | | 5,812 | | 5,817 | | 1.33 | |
| | | | | | | | | | | |
| Capital Equipment | | | | | | | | | | | |
| AI Titan Parent Inc. | (4) (5) (6) | S + | 4.75 | % | | 9.11 | % | 8/29/2031 | | 1,557 | | — | | (8) | | — | |
| AI Titan Parent Inc. | (4) (5) (6) | S + | 4.75 | % | | 9.11 | % | 8/29/2031 | | 973 | | (5) | | (5) | | — | |
| AI Titan Parent Inc. | (4) (5) | S + | 4.75 | % | | 9.11 | % | 8/29/2031 | | 7,786 | | 7,748 | | 7,747 | | 1.78 | |
| Ohio Transmission Corporation | (4) (5) (6) | S + | 5.50 | % | | 9.83 | % | 12/19/2029 | | 1,000 | | 242 | | 250 | | 0.06 | |
| Ohio Transmission Corporation | (4) (5) (6) | S + | 5.50 | % | | 9.83 | % | 12/19/2030 | | 1,496 | | 518 | | 531 | | 0.12 | |
| Ohio Transmission Corporation | (4) (5) | S + | 5.50 | % | | 9.83 | % | 12/19/2030 | | 7,524 | | 7,457 | | 7,524 | | 1.72 | |
| Truck-Lite Co., LLC | (4) (5) (6) | S + | 5.75 | % | | 10.27 | % | 2/13/2031 | | 1,156 | | (10) | | — | | — | |
| Truck-Lite Co., LLC | (4) (5) (6) | S + | 5.75 | % | | 10.27 | % | 2/13/2030 | | 1,156 | | (10) | | — | | — | |
| Truck-Lite Co., LLC | (4) (5) | S + | 5.75 | % | | 10.27 | % | 2/13/2031 | | 10,609 | | 10,513 | | 10,609 | | 2.43 | |
| | | | | | | | | 26,453 | | 26,648 | | 6.11 | |
| | | | | | | | | | | |
| Chemicals, Plastics and Rubber | | | | | | | | | | | |
| ASP Unifrax Holdings, Inc. | (5) | S + | 7.75 | % | | 12.35 | % | 9/28/2029 | | 5,061 | | 4,856 | | 5,130 | | 1.18 | |
| BCPE HIPH Parent, Inc. | (4) (5) (6) | S + | 5.75 | % | | 10.11 | % | 10/7/2030 | | 1,031 | | 896 | | 912 | | 0.21 | |
| BCPE HIPH Parent, Inc. | (4) (5) | S + | 5.75 | % | | 10.11 | % | 10/7/2030 | | 3,022 | | 2,959 | | 2,999 | | 0.69 | |
| Meridian Adhesives Group, Inc. | (4) (5) | S + | 5.75 | % | | 11.57 | % | 9/1/2028 | | 100 | | 100 | | 100 | | 0.02 | |
| Meridian Adhesives Group, Inc. | (4) (5) | S + | 5.75 | % | | 10.08 | % | 9/3/2029 | | 12,940 | | 12,536 | | 12,940 | | 2.96 | |
| Meridian Adhesives Group, Inc. | (4) (5) | S + | 5.75 | % | | 10.08 | % | 9/3/2029 | | 1,260 | | 1,222 | | 1,260 | | 0.29 | |
| | | | | | | | | 22,569 | | 23,341 | | 5.35 | |
| Construction & Building | | | | | | | | | | | |
| FloWorks International | (4) (5) | S + | 4.75 | % | | 9.27 | % | 11/26/2031 | | 89 | | 89 | | 88 | | 0.02 | |
| FloWorks International | (4) (5) (6) | S + | 4.75 | % | | 9.27 | % | 11/26/2031 | | 11 | | — | | — | | — | |
| NRO Holdings III Corp. | (4) (5) | S + | 5.25 | % | | 9.91 | % | 7/15/2031 | | 6,639 | | 6,576 | | 6,573 | | 1.51 | |
| NRO Holdings III Corp. | (4) (5) (6) | S + | 5.25 | % | | 9.91 | % | 7/15/2031 | | 2,080 | | — | | (21) | | (0.01) | |
| NRO Holdings III Corp. | (4) (5) (6) | S + | 5.25 | % | | 9.59 | % | 7/15/2030 | | 1,050 | | 80 | | 80 | | 0.02 | |
| | | | | | | | | 6,745 | | 6,720 | | 1.54 | |
| Consumer Goods: Durable | | | | | | | | | | | |
| Marcone Yellowstone Buyer, Inc. | (4) (5) | S + | 7.00 | % | | 11.74 | % | 6/23/2028 | | 3,177 | | 3,112 | | 3,026 | | 0.69 | |
| Marcone Yellowstone Buyer, Inc. | (4) (5) | S + | 7.00 | % | | 11.74 | % | 6/23/2028 | | 668 | | 653 | | 636 | | 0.15 | |
| Marcone Yellowstone Buyer, Inc. | (4) (5) | S + | 6.50 | % | | 11.99 | % | 6/23/2028 | | 1,309 | | 1,290 | | 1,256 | | 0.29 | |
| Marcone Yellowstone Buyer, Inc. | (4) (5) | S + | 7.00 | % | | 11.74 | % | 6/23/2028 | | 6,817 | | 6,673 | | 6,493 | | 1.49 | |
| Marcone Yellowstone Buyer, Inc. | (4) (5) | S + | 7.00 | % | | 11.74 | % | 6/23/2028 | | 2,265 | | 2,217 | | 2,158 | | 0.49 | |
| Poly-Wood, LLC | (4) (5) (6) | S + | 5.75 | % | | 10.11 | % | 3/20/2030 | | 1,350 | | — | | — | | — | |
| Poly-Wood, LLC | (4) (5) (6) | S + | 5.75 | % | | 10.11 | % | 3/20/2030 | | 1,350 | | (13) | | — | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated (1) | Footnotes | Reference Rate and Spread | Interest Rate (2) | Maturity Date | | Par Amount/ Units | Cost (3) | Fair Value | % of Net Assets |
| Poly-Wood, LLC | (4) (5) | S + | 5.75 | % | | 10.11 | % | 3/20/2030 | | 7,146 | | 7,074 | | 7,146 | | 1.64 | |
| | | | | | | | | 21,006 | | 20,715 | | 4.75 | |
| Containers, Packaging and Glass | | | | | | | | | | | |
| PPC Flexible Packaging | (4) (5) | S + | 6.00 | % | | 10.48 | % | 9/30/2028 | | 4,018 | | 3,959 | | 4,018 | | 0.92 | |
| | | | | | | | | 3,959 | | 4,018 | | 0.92 | |
| Ecological | | | | | | | | | | | |
| Rock Star Mergersub, LLC | (4) (5) | S + | 4.75 | % | | 9.15 | % | 12/15/2031 | | 3,091 | | 3,076 | | 3,076 | | 0.70 | |
| Rock Star Mergersub, LLC | (4) (5) (6) | S + | 4.75 | % | | 9.15 | % | 12/15/2031 | | 420 | | 47 | | 47 | | 0.01 | |
| Rock Star Mergersub, LLC | (4) (5) (6) | S + | 4.75 | % | | 9.15 | % | 12/15/2031 | | 989 | | — | | (5) | | — | |
| | | | | | | | | 3123 | 3,118 | | 0.71 | |
| Finance | | | | | | | | | | | |
| Beacon Pointe Advisors, LLC | (4) (5) | S + | 4.75 | % | | 9.49 | % | 12/29/2028 | | 660 | | 657 | | 660 | | 0.15 | |
| Beacon Pointe Advisors, LLC | (4) (5) | S + | 4.75 | % | | 9.11 | % | 12/29/2028 | | 5,898 | | 5,855 | | 5,898 | | 1.35 | |
| Beacon Pointe Advisors, LLC | (4) (5) | S + | 4.75 | % | | 9.49 | % | 12/29/2028 | | 2,313 | | 2,296 | | 2,313 | | 0.53 | |
| Beacon Pointe Advisors, LLC | (4) (5) (6) | S + | 4.75 | % | | 9.49 | % | 12/29/2027 | | 627 | | (3) | | — | | — | |
| Cliffwater LLC | (4) (5) | S + | 4.50 | % | | 8.86 | % | 10/7/2030 | | 5,955 | | 5,903 | | 5,955 | | 1.37 | |
| Cliffwater LLC | (4) (5) (6) | S + | 4.50 | % | | 8.86 | % | 10/7/2030 | | 1,000 | | (8) | | — | | — | |
| Spectrum Automotive Holdings, Corp. | (4) (5) (6) | S + | 5.25 | % | | 9.58 | % | 6/29/2027 | | 305 | | (5) | | — | | — | |
| Spectrum Automotive Holdings, Corp. | (4) (5) | S + | 5.25 | % | | 9.58 | % | 6/29/2028 | | 8,022 | | 7,853 | | 8,022 | | 1.84 | |
| Spectrum Automotive Holdings, Corp. | (4) (5) | S + | 5.25 | % | | 9.58 | % | 6/29/2028 | | 2,237 | | 2,188 | | 2,237 | | 0.51 | |
| | | | | | | | | 24,736 | | 25,085 | | 5.75 | |
| Healthcare, Education and Childcare | | | | | | | | | | | |
| Coding Solutions Acquistion Inc. | (4) (5) | S + | 5.00 | % | | 9.33 | % | 8/7/2031 | | 4,408 | | 4,370 | | 4,386 | | 1.00 | |
| Coding Solutions Acquistion Inc. | (4) (5) (6) | S + | 5.00 | % | | 9.33 | % | 8/7/2031 | | 672 | | (5) | | (3) | | — | |
| Coding Solutions Acquistion Inc. | (4) (5) (6) | S + | 5.00 | % | | 9.33 | % | 8/7/2031 | | 420 | | 363 | | 365 | | 0.08 | |
| Gateway US Holdings, Inc. | (4) (5) | S + | 4.75 | % | | 9.08 | % | 9/22/2028 | | 3,211 | | 3,211 | | 3,211 | | 0.74 | |
| Gateway US Holdings, Inc. | (4) (5) (6) | S + | 4.75 | % | | 9.08 | % | 9/22/2028 | | 131 | | — | | — | | — | |
| Gateway US Holdings, Inc. | (4) (5) | S + | 4.75 | % | | 9.08 | % | 9/22/2028 | | 167 | | 167 | | 167 | | 0.04 | |
| Gateway US Holdings, Inc. | (4) (5) | S + | 4.75 | % | | 9.08 | % | 9/22/2028 | | 737 | | 726 | | 737 | | 0.17 | |
| Medvet Associates LLC | (4) (5) | S + | 4.75 | % | | 9.11 | % | 6/25/2031 | | 8,000 | | 7,962 | | 7,960 | | 1.82 | |
| Medvet Associates LLC | (4) (5) (6) | S + | 4.75 | % | | 9.11 | % | 6/25/2031 | | 2,000 | | — | | (10) | | — | |
| Model N, Inc. | (4) (5) (6) | S + | 5.00 | % | | 9.33 | % | 6/27/2031 | | 774 | | (4) | | (4) | | — | |
| Model N, Inc. | (4) (5) (6) | S + | 5.00 | % | | 9.33 | % | 6/27/2031 | | 1,452 | | — | | (7) | | — | |
| Model N, Inc. | (4) (5) | S + | 5.00 | % | | 9.33 | % | 6/27/2031 | | 7,097 | | 7,064 | | 7,062 | | 1.62 | |
| Next Holdco, LLC | (4) (5) | S + | 5.75 | % | | 10.27 | % | 11/12/2030 | | 5,063 | | 4,996 | | 5,063 | | 1.16 | |
| Next Holdco, LLC | (4) (5) (6) | S + | 5.75 | % | | 10.27 | % | 11/12/2030 | | 1,308 | | (16) | | — | | — | |
| Next Holdco, LLC | (4) (5) (6) | S + | 5.75 | % | | 10.27 | % | 11/9/2029 | | 491 | | (6) | | — | | — | |
| PetVet Care Centers, LLC | (4) (5) | S + | 6.00 | % | | 10.36 | % | 11/15/2030 | | 10,598 | | 10,504 | | 10,333 | | 2.37 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated (1) | Footnotes | Reference Rate and Spread | Interest Rate (2) | Maturity Date | | Par Amount/ Units | Cost (3) | Fair Value | % of Net Assets |
| PetVet Care Centers, LLC | (4) (5) (6) | S + | 6.00 | % | | 10.36 | % | 11/15/2030 | | 1,396 | | — | | (35) | | (0.01) | |
| PetVet Care Centers, LLC | (4) (5) (6) | S + | 6.00 | % | | 10.36 | % | 11/15/2029 | | 1,396 | | (11) | | (35) | | (0.01) | |
| TecoStar Holdings, Inc. | (4) (5) | S + | 8.50 | % | (4.50 | % PIK) | 13.18 | % | 7/6/2029 | | 4,236 | | 4,155 | | 4,236 | | 0.97 | |
| | | | | | | | | 43,476 | | 43,426 | | 9.95 | |
| High Tech | | | | | | | | | | | |
| CentralSquare Technologies, LLC | (4) (5) (6) | S + | 5.75 | % | | 10.63 | % | 4/12/2030 | | 867 | | (10) | | (4) | | — | |
| CentralSquare Technologies, LLC | (4) (5) | S + | 6.25 | % | (3.38 | % PIK) | 10.63 | % | 4/12/2030 | | 7,801 | | 7,715 | | 7,762 | | 1.78 | |
| Eagan Sub, Inc. | (4) (5) (6) | S + | 5.25 | % | | 9.59 | % | 6/1/2029 | | 2,900 | | (32) | | — | | — | |
| Eagan Sub, Inc. | (4) (5) | S + | 5.25 | % | | 9.59 | % | 6/3/2030 | | 14,319 | | 14,139 | | 14,318 | | 3.28 | |
| Everbridge Holdings, LLC | (4) (5) (6) | S + | 5.00 | % | | 9.59 | % | 7/2/2031 | | 1,833 | | 717 | | 714 | | 0.16 | |
| Everbridge Holdings, LLC | (4) (5) (6) | S + | 5.00 | % | | 9.59 | % | 7/2/2031 | | 733 | | (2) | | (2) | | — | |
| Everbridge Holdings, LLC | (4) (5) | S + | 5.00 | % | | 9.59 | % | 7/2/2031 | | 7,333 | | 7,316 | | 7,315 | | 1.68 | |
| Greenway Health, LLC | (4) (5) | S + | 6.75 | % | | 11.08 | % | 4/1/2029 | | 9,089 | | 8,935 | | 9,179 | | 2.11 | |
| Kaseya, Inc. | (4) (5) | S + | 5.50 | % | | 10.09 | % | 6/25/2029 | | 9 | | 9 | | 9 | | — | |
| Kaseya, Inc. | (4) (5) | S + | 5.50 | % | | 10.09 | % | 6/25/2029 | | 2,543 | | 2,505 | | 2,543 | | 0.58 | |
| Kaseya, Inc. | (4) (5) (6) | S + | 5.50 | % | | 10.09 | % | 6/25/2029 | | 144 | | 28 | | 30 | | 0.01 | |
| Kaseya, Inc. | (4) (5) (6) | S + | 5.50 | % | | 9.83 | % | 6/25/2029 | | 154 | | 37 | | 39 | | 0.01 | |
| PDI TA Holdings, Inc. | (4) (5) (6) | S + | 5.50 | % | | 10.00 | % | 2/3/2031 | | 402 | | 221 | | 223 | | 0.05 | |
| PDI TA Holdings, Inc. | (4) (5) | S + | 5.50 | % | | 10.09 | % | 2/3/2031 | | 1,716 | | 1,701 | | 1,712 | | 0.39 | |
| PDI TA Holdings, Inc. | (4) (5) (6) | S + | 5.50 | % | | 10.09 | % | 2/3/2031 | | 173 | | (2) | | — | | — | |
| | | | | | | | | 43,277 | | 43,838 | | 10.05 | |
| Insurance | | | | | | | | | | | |
| Integrity Marketing Acquisition, LLC | (4) (5) | S + | 5.00 | % | | 9.51 | % | 8/25/2028 | | 5,686 | | 5,659 | | 5,657 | | 1.30 | |
| MAI Capital Management Intermediate, LLC | (4) (5) | S + | 4.75 | % | | 9.08 | % | 8/29/2031 | | 2,765 | | 2,752 | | 2,751 | | 0.63 | |
| MAI Capital Management Intermediate, LLC | (4) (5) (6) | S + | 4.75 | % | | 9.08 | % | 8/29/2031 | | 1,625 | | 512 | | 507 | | 0.11 | |
| MAI Capital Management Intermediate, LLC | (4) (5) (6) | S + | 4.75 | % | | 9.08 | % | 8/29/2031 | | 610 | | 78 | | 78 | | 0.02 | |
| Peter C. Foy & Associates Insurance Services, LLC | (4) (5) | S + | 6.50 | % | | 10.86 | % | 11/1/2028 | | 99 | | 98 | | 99 | | 0.02 | |
| Peter C. Foy & Associates Insurance Services, LLC | (4) (5) | S + | 5.50 | % | | 10.59 | % | 11/1/2028 | | 6,485 | | 6,391 | | 6,485 | | 1.49 | |
| Peter C. Foy & Associates Insurance Services, LLC | (4) (5) | S + | 5.50 | % | | 9.83 | % | 11/1/2028 | | 1,784 | | 1,758 | | 1,784 | | 0.41 | |
| Peter C. Foy & Associates Insurance Services, LLC | (4) (5) (6) | S + | 5.50 | % | | 10.59 | % | 11/1/2027 | | 310 | | (4) | | — | | — | |
| RSC Acquisition, Inc. | (4) (5) | S + | 4.75 | % | | 9.08 | % | 11/1/2029 | | 6,937 | | 6,864 | | 6,902 | | 1.58 | |
| Shelf Bidco Ltd. | (4) (5) (8) | S + | 5.00 | % | | 9.65 | % | 12/31/2031 | | 8,409 | | 8,368 | | 8,367 | | 1.92 | |
| THG Acquisition, LLC | (4) (5) | S + | 4.75 | % | | 9.11 | % | 10/31/2031 | | 75 | | 75 | | 75 | | 0.02 | |
| THG Acquisition, LLC | (4) (5) (6) | S + | 4.75 | % | | 9.11 | % | 10/31/2031 | | 17 | | — | | — | | — | |
| THG Acquisition, LLC | (4) (5) (6) | S + | 4.75 | % | | 9.11 | % | 10/31/2031 | | 8 | | 1 | | 1 | | — | |
| | | | | | | | | 32,552 | | 32,706 | | 7.50 | |
| Media: Diversified & Production | | | | | | | | | | | |
| Aurelia Netherlands Midco 2 B.V. | (4) (5) (8) | E + | 5.75 | % | | 8.93 | % | 5/1/2031 | EUR | 11,569 | | 12,129 | | 11,860 | | 2.72 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated (1) | Footnotes | Reference Rate and Spread | Interest Rate (2) | Maturity Date | | Par Amount/ Units | Cost (3) | Fair Value | % of Net Assets |
| Circana Group, L.P. | (4) (5) | S + | 5.00 | % | | 9.59 | % | 12/1/2028 | EUR | 7,019 | | 6,867 | | 6,949 | | 1.59 | |
| Circana Group, L.P. | (4) (5) (6) | S + | 5.00 | % | | 9.35 | % | 12/1/2027 | | 488 | | 88 | | 93 | | 0.02 | |
| | | | | | | | | 19,084 | | 18,902 | | 4.33 | |
| Printing and Publishing | | | | | | | | | | | |
| Recorded Books Inc. | (4) (5) (6) | S + | 5.75 | % | | 10.26 | % | 8/31/2028 | | 1,160 | | (15) | | (3) | | — | |
| Recorded Books Inc. | (4) (5) | S + | 5.75 | % | | 10.26 | % | 9/3/2030 | | 14,196 | | 13,982 | | 14,161 | | 3.25 | |
| | | | | | | | | 13,967 | | 14,158 | | 3.25 | |
| Retail Stores | | | | | | | | | | | |
| New Look Vision Group, Inc. | (4) (5) (8) | S + | 6.00 | % | (2.00 | % PIK) | 10.48 | % | 5/26/2028 | | 145 | | 140 | | 144 | | 0.03 | |
| New Look Vision Group, Inc. | (4) (5) (7) (8) | C + | 6.00 | % | (2.00 | % PIK) | 9.49 | % | 5/26/2028 | CAD | 6,203 | | 4,371 | | 4,280 | | 0.98 | |
| New Look Vision Group, Inc. | (4) (5) (6) (8) | C + | 5.50 | % | | 9.03 | % | 5/26/2026 | CAD | 850 | | 188 | | 134 | | 0.03 | |
| New Look Vision Group, Inc. | (4) (5) (7) (8) | C + | 5.50 | % | | 8.99 | % | 5/26/2028 | CAD | 415 | | 292 | | 282 | | 0.07 | |
| New Look Vision Group, Inc. | (4) (5) (8) | S + | 5.50 | % | | 9.98 | % | 5/26/2028 | | 1,287 | | 1,236 | | 1,255 | | 0.29 | |
| New Look Vision Group, Inc. | (4) (5) (7) (8) | C + | 5.50 | % | | 8.99 | % | 5/26/2028 | CAD | 797 | | 561 | | 540 | | 0.12 | |
| | | | | | | | | 6,788 | | 6,635 | | 1.52 | |
| Services: Business | | | | | | | | | | | |
| Baker Tilly Advisory Group, LP | (4) (5) (6) | S + | 4.75 | % | | 9.11 | % | 6/3/2030 | | 1,828 | | (12) | | — | | — | |
| Baker Tilly Advisory Group, LP | (4) (5) (6) | S + | 4.75 | % | | 9.11 | % | 6/3/2031 | | 1,305 | | (2) | | — | | — | |
| Baker Tilly Advisory Group, LP | (4) (5) | S + | 4.75 | % | | 9.11 | % | 6/3/2031 | | 8,646 | | 8,587 | | 8,646 | | 1.98 | |
| FR Vision Holdings, Inc. | (4) (5) (6) | S + | 5.50 | % | | 10.12 | % | 1/21/2030 | | 580 | | (5) | | — | | — | |
| FR Vision Holdings, Inc. | (4) (5) (6) (7) | S + | 5.50 | % | | 10.12 | % | 1/20/2031 | | 2,316 | | 967 | | 975 | | 0.22 | |
| FR Vision Holdings, Inc. | (4) (5) | S + | 5.50 | % | | 10.12 | % | 1/20/2031 | | 7,144 | | 7,079 | | 7,144 | | 1.64 | |
| GC Waves Holdings, Inc. | (4) (5) | S + | 4.75 | % | | 9.21 | % | 10/4/2030 | | 7,374 | | 7,222 | | 7,301 | | 1.67 | |
| GI Apple Midco LLC | (4) (5) (6) | S + | 6.75 | % | | 11.11 | % | 4/19/2029 | | 1,133 | | 420 | | 437 | | 0.10 | |
| GI Apple Midco LLC | (4) (5) | S + | 6.75 | % | | 11.11 | % | 4/19/2030 | | 7,336 | | 7,215 | | 7,409 | | 1.70 | |
| GI Apple Midco LLC | (4) (5) (6) | S + | 6.75 | % | | 11.11 | % | 4/19/2030 | | 1,617 | | 170 | | 192 | | 0.04 | |
| Jensen Hughes Inc. | (4) (5) (6) | S + | 5.00 | % | | 9.74 | % | 8/6/2031 | | 1,467 | | (3) | | (15) | | — | |
| Jensen Hughes Inc. | (4) (5) (6) | S + | 5.00 | % | | 9.74 | % | 8/6/2031 | | 587 | | (6) | | (6) | | — | |
| Jensen Hughes Inc. | (4) (5) | S + | 5.00 | % | | 9.74 | % | 8/6/2031 | | 5,204 | | 5,153 | | 5,152 | | 1.18 | |
| Jensen Hughes Inc. | (4) (5) (6) | S + | 5.00 | % | | 9.74 | % | 8/6/2031 | | 342 | | — | | (3) | | — | |
| PT Intermediate Holdings III, LLC | (4) (5) (6) | S + | 5.00 | % | (1.75 | % PIK) | 9.33 | % | 4/9/2030 | | 232 | | — | | (1) | | — | |
| PT Intermediate Holdings III, LLC | (4) (5) | S + | 5.00 | % | (1.75 | % PIK) | 9.33 | % | 4/9/2030 | | 12,347 | | 12,169 | | 12,286 | | 2.82 | |
| Rimkus Consulting Group Inc. | (4) (5) (6) | S + | 5.25 | % | | 9.84 | % | 4/1/2030 | | 463 | | (3) | | (2) | | — | |
| Rimkus Consulting Group Inc. | (4) (5) (7) | S + | 5.25 | % | | 9.84 | % | 4/1/2031 | | 3,453 | | 3,429 | | 3,435 | | 0.79 | |
| Rimkus Consulting Group Inc. | (4) (5) (6) | S + | 5.25 | % | | 9.77 | % | 4/1/2031 | | 867 | | 93 | | 88 | | 0.02 | |
| Speed Midco 3 S.a r.l. | (4) (5) (8) | E + | 4.95 | % | | 8.11 | % | 6/5/2031 | EUR | 1,983 | | 2,145 | | 2,049 | | 0.47 | |
| Speed Midco 3 S.a r.l. | (4) (5) (8) | SN + | 4.95 | % | | 9.90 | % | 6/5/2031 | GBP | 491 | | 623 | | 613 | | 0.14 | |
| Speed Midco 3 S.a r.l. | (4) (5) (8) | S + | 4.95 | % | | 9.20 | % | 6/5/2031 | | 7,219 | | 7,187 | | 7,201 | | 1.65 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non-affiliated (1) | Footnotes | Reference Rate and Spread | Interest Rate (2) | Maturity Date | | Par Amount/ Units | Cost (3) | Fair Value | % of Net Assets |
| STV Group, Inc. | (4) (5) (6) | S + | 5.00 | % | | 9.36 | % | 3/20/2031 | | 1,250 | | — | | (6) | | — | |
| STV Group, Inc. | (4) (5) (7) | S + | 5.00 | % | | 9.36 | % | 3/20/2031 | | 4,342 | | 4,302 | | 4,320 | | 0.99 | |
| STV Group, Inc. | (4) (5) (6) | P + | 5.00 | % | | 11.50 | % | 3/20/2030 | | 875 | | 117 | | 121 | | 0.03 | |
| USIC Holdings Inc. | (4) (5) | S + | 5.50 | % | | 10.09 | % | 9/10/2031 | | 8,430 | | 8,389 | | 8,388 | | 1.92 | |
| USIC Holdings Inc. | (4) (5) (6) | S + | 5.25 | % | | 9.84 | % | 9/10/2031 | | 1,073 | | 240 | | 240 | | 0.05 | |
| USIC Holdings Inc. | (4) (5) (6) | S + | 5.50 | % | | 10.09 | % | 9/10/2031 | | 510 | | 33 | | 30 | | 0.01 | |
| | | | | | | | | 75,509 | | 75,994 | | 17.42 | |
| Services: Consumer | | | | | | | | | | | |
| Bradyifs Holdings, LLC | (4) (5) | S + | 5.00 | % | | 9.52 | % | 10/31/2029 | | 13,370 | | 13,261 | | 13,370 | | 3.07 | |
| Bradyifs Holdings, LLC | (4) (5) (6) | S + | 5.00 | % | | 9.40 | % | 10/31/2029 | | 393 | | 82 | | 85 | | 0.02 | |
| Kleinfelder Group, Inc.(The) | (4) (5) (6) | S + | 5.00 | % | | 9.35 | % | 9/1/2030 | | 2,464 | | — | | — | | — | |
| Kleinfelder Group, Inc.(The) | (4) (5) | S + | 5.00 | % | | 9.35 | % | 11/28/2025 | | 12,436 | | 12,382 | | 12,436 | | 2.85 | |
| Kleinfelder Group, Inc.(The) | (4) (5) (6) | P + | 5.00 | % | | 11.50 | % | 8/4/2028 | | 1,643 | | 349 | | 361 | | 0.08 | |
| | | | | | | | | | | |
| | | | | | | | | 26,074 | | 26,252 | | 6.02 | |
| Technology & Electronics | | | | | | | | | | | |
| Chase Intermediate, LLC | (4) (5) (6) | S + | 4.75 | % | | 9.11 | % | 10/30/2028 | | 8,649 | | 3,492 | | 3,496 | | 0.80 | |
| Chase Intermediate, LLC | (4) (5) (6) | S + | 4.75 | % | | 9.11 | % | 10/30/2028 | | 433 | | (3) | | (1) | | — | |
| Granicus, Inc. | (4) (5) (6) | S + | 5.25 | % | | 10.34 | % | 1/17/2031 | | 384 | | (2) | | — | | — | |
| Granicus, Inc. | (4) (5) | S + | 5.75 | % | (2.25 | % PIK) | 10.34 | % | 1/17/2031 | | 2,744 | | 2,732 | | 2,744 | | 0.63 | |
| Granicus, Inc. | (4) (5) | S + | 5.25 | % | (2.25 | % PIK) | 9.84 | % | 1/17/2031 | | 407 | | 407 | | 405 | | 0.09 | |
| | | | | | | | | | | |
| | | | | | | | | 6,626 | | 6,644 | | 1.52 | |
| | | | | | | | | | | |
| Total First Lien Debt | | | | | | | | | $ | 414,659 | | $ | 417,230 | | 95.63 | % |
| | | | | | | | | | | |
| Second Lien Debt | | | | | | | | | | | |
| High Tech | | | | | | | | | | | |
| Polaris Newco LLC | (4) (5) | S + | 9.00 | % | | 13.61 | % | 6/4/2029 | | 6,200 | | 6,070 | | 6,200 | | 1.42 | |
| | | | | | | | | 6,070 | | 6,200 | | 1.42 | |
| | | | | | | | | | | |
| Total Second Lien Debt | | | | | | | | | $ | 6,070 | | $ | 6,200 | | 1.42 | % |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Total Investments - non-controlled/non-affiliated | | | | | | | | | $ | 420,729 | | $ | 423,430 | | 97.05 | % |
| Total Portfolio Investments | | | | | | | | | $ | 420,729 | | $ | 423,430 | | 97.05 | % |
(1)Unless otherwise indicated, issuers of debt investments held by the Company (which such term “Company” shall include the Company’s subsidiaries for purposes of this Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated.
(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to SOFR including SOFR adjustment if any, ("S"), SONIA (“SN”), CDOR ("C"), which generally resets periodically. S loans are typically indexed to 12 month, 6 month, 3 month or 1 month S rates. For each such loan, the Company has provided the interest rate in effect on the date presented.
(3)The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with generally accepted accounting principles in the United States of America (“GAAP”).
(4)Investment valued using unobservable inputs (Level 3). See Note 5.
(5)Loan includes interest rate floor feature.
(6)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 results from unamortized fees, which are capitalized to the investment cost. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments: | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments—non- controlled/non- affiliated | | Commitment Type | | Commitment Expiration Date | | Unfunded | | Total Commitment Fair Value |
| AI Titan Parent Inc. | | Delayed Draw Term Loan | | 8/29/2031 | | 1,557 | | | (8) | |
| AI Titan Parent Inc. | | Revolver | | 8/29/2031 | | 973 | | | (5) | |
| Associations, Inc. | | 2024 2nd Amendment Revolver | | 7/3/2028 | | 143 | | | — | |
| Associations, Inc. | | 2024 Special Purpose Delayed Draw Term Loan | | 7/3/2028 | | 297 | | | — | |
| Baker Tilly Advisory Group, LP | | Delayed Draw Term Loan | | 6/3/2031 | | 1,305 | | | — | |
| Baker Tilly Advisory Group, LP | | Revolver | | 6/3/2030 | | 1,829 | | | — | |
| BCPE HIPH Parent, Inc. | | 2023 Delayed Draw Term Loan | | 10/7/2030 | | 111 | | | (1) | |
| Beacon Pointe Advisors, LLC | | 2021 Revolver | | 12/29/2027 | | 627 | | | — | |
| Bradyifs Holdings, LLC | | 2024 Delayed Draw Term Loan | | 10/31/2029 | | 309 | | | — | |
| Broadcast Music, Inc. | | Revolver | | 2/8/2030 | | 892 | | | — | |
| CentralSquare Technologies, LLC | | 2024 Revolver | | 4/12/2030 | | 867 | | | (4) | |
| Chase Intermediate, LLC | | 2023 Delayed Draw Term Loan | | 10/30/2028 | | 5,132 | | | (13) | |
| Chase Intermediate, LLC | | 2023 Revolver | | 10/30/2028 | | 433 | | | (1) | |
| Circana Group, L.P. | | 2024 Revolver | | 12/1/2027 | | 391 | | | (4) | |
| Cliffwater LLC | | Revolver | | 10/7/2030 | | 1,000 | | | — | |
| Coding Solutions Acquistion Inc. | | 2024 Delayed Draw Term Loan | | 8/7/2031 | | 672 | | | (3) | |
| Coding Solutions Acquistion Inc. | | 2024 Revolver | | 8/7/2031 | | 52 | | | — | |
| Eagan Sub, Inc. | | 2023 Revolver | | 6/1/2029 | | 2,900 | | | — | |
| Everbridge Holdings, LLC | | Delayed Draw Term Loan | | 7/2/2031 | | 1,115 | | | (3) | |
| Everbridge Holdings, LLC | | Revolver | | 7/2/2031 | | 733 | | | (2) | |
| Evergreen IX Borrower 2023 LLC | | Revolver | | 10/1/2029 | | 599 | | | — | |
| Farsound Aviation Limited | | 2024 Delayed Draw Term Loan | | 9/5/2031 | | 952 | | | — | |
| FloWorks International | | 2024 Delayed Draw Term Loan | | 11/26/2031 | | 11 | | | — | |
| FR Vision Holdings, Inc. | | Delayed Draw Term Loan | | 1/20/2031 | | 1,341 | | | — | |
| FR Vision Holdings, Inc. | | Revolver | | 1/21/2030 | | 580 | | | — | |
| Gateway US Holdings, Inc. | | Revolver | | 9/22/2028 | | 131 | | | — | |
| GI Apple Midco LLC | | Delayed Draw Term Loan | | 4/19/2030 | | 1,441 | | | 14 | |
| GI Apple Midco LLC | | Revolver | | 4/19/2029 | | 696 | | | — | |
| Granicus, Inc. | | 2024 Revolver | | 1/17/2031 | | 384 | | | — | |
| Jensen Hughes Inc. | | 2024 1st Lien Delayed Draw Term Loan | | 8/6/2031 | | 342 | | | (3) | |
| Jensen Hughes Inc. | | 2024 Delayed Draw Term Loan | | 8/6/2031 | | 1,467 | | | (15) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Jensen Hughes Inc. | | 2024 Revolver | | 8/6/2031 | | 587 | | | (6) | |
| Kaseya, Inc. | | 2022 Delayed Draw Term Loan | | 6/25/2029 | | 114 | | | — | |
| Kaseya, Inc. | | 2022 Revolver | | 6/25/2029 | | 115 | | | — | |
| Kleinfelder Group, Inc.(The) | | 2023 Delayed Draw Term Loan | | 9/1/2030 | | 2,464 | | | — | |
| Kleinfelder Group, Inc.(The) | | Revolver | | 8/4/2028 | | 1,281 | | | — | |
| MAI Capital Management Intermediate, LLC | | Delayed Draw Term Loan | | 8/29/2031 | | 1,110 | | | (6) | |
| MAI Capital Management Intermediate, LLC | | Revolver | | 8/29/2031 | | 529 | | | (3) | |
| Mammoth Holdings, LLC | | 2023 Revolver | | 11/15/2029 | | 909 | | | — | |
| Mantech International CP | | 2024 Delayed Draw Term Loan | | 9/14/2029 | | 566 | | | — | |
| Mantech International CP | | 2024 Revolver Tranche A | | 9/14/2028 | | 444 | | | — | |
| Medvet Associates LLC | | Delayed Draw Term Loan | | 6/25/2031 | | 2,000 | | | (10) | |
| Model N, Inc. | | 2024 Delayed Draw Term Loan | | 6/27/2031 | | 1,452 | | | (7) | |
| Model N, Inc. | | 2024 Revolver | | 6/27/2031 | | 774 | | | (4) | |
| New Look Vision Group, Inc. | | CAD Revolver | | 5/26/2026 | | 420 | | | (146) | |
| Next Holdco, LLC | | Delayed Draw Term Loan | | 11/12/2030 | | 1,308 | | | — | |
| Next Holdco, LLC | | Revolver | | 11/9/2029 | | 491 | | | — | |
| NRO Holdings III Corp. | | Delayed Draw Term Loan | | 7/15/2031 | | 2,080 | | | (21) | |
| NRO Holdings III Corp. | | Revolver | | 7/15/2030 | | 960 | | | (10) | |
| Ohio Transmission Corporation | | 2023 Delayed Draw Term Loan | | 12/19/2030 | | 965 | | | — | |
| Ohio Transmission Corporation | | 2023 Revolver | | 12/19/2029 | | 750 | | | — | |
| PDI TA Holdings, Inc. | | 2024 Delayed Draw Term Loan | | 2/3/2031 | | 177 | | | — | |
| PDI TA Holdings, Inc. | | 2024 Revolver | | 2/3/2031 | | 173 | | | — | |
| Peter C. Foy & Associates Insurance Services, LLC | | 2021 1st Lien Revolver | | 11/1/2027 | | 310 | | | — | |
| PetVet Care Centers, LLC | | 2023 Delayed Draw Term Loan | | 11/15/2030 | | 1,396 | | | (35) | |
| PetVet Care Centers, LLC | | 2023 Revolver | | 11/15/2029 | | 1,396 | | | (35) | |
| Poly-Wood, LLC | | Delayed Draw Term Loan | | 3/20/2030 | | 1,350 | | | — | |
| Poly-Wood, LLC | | Revolver | | 3/20/2030 | | 1,350 | | | — | |
| PT Intermediate Holdings III, LLC | | 2024 Delayed Draw Term Loan | | 4/9/2030 | | 232 | | | (1) | |
| Recorded Books Inc. | | 2023 Revolver | | 8/31/2028 | | 1,160 | | | (3) | |
| Rimkus Consulting Group Inc. | | Delayed Draw Term Loan | | 4/1/2031 | | 775 | | | (4) | |
| Rimkus Consulting Group Inc. | | Revolver | | 4/1/2030 | | 463 | | | (2) | |
| Rock Star Mergersub, LLC | | Delayed Draw Term Loan | | 12/15/2031 | | 989 | | | (5) | |
| Rock Star Mergersub, LLC | | Revolver | | 12/15/2031 | | 371 | | | (2) | |
| Spectrum Automotive Holdings, Corp. | | 2021 Revolver | | 6/29/2027 | | 305 | | | — | |
| STS Aviation Group | | Delayed Draw Term Loan | | 10/8/2031 | | 20 | | | — | |
| STS Aviation Group | | Revolver | | 10/8/2030 | | 4 | | | — | |
| STV Group, Inc. | | 2024 Delayed Draw Term Loan | | 3/20/2031 | | 1,250 | | | (6) | |
| STV Group, Inc. | | 2024 Revolver | | 3/20/2030 | | 750 | | | (4) | |
| THG Acquisition, LLC | | 2024 Delayed Draw Term Loan | | 10/31/2031 | | 17 | | | — | |
| THG Acquisition, LLC | | 2024 Revolver | | 10/31/2031 | | 8 | | | — | |
| Truck-Lite Co., LLC | | 2024 Delayed Draw Term Loan | | 2/13/2031 | | 1,156 | | | — | |
| Truck-Lite Co., LLC | | 2024 Revolver | | 2/13/2030 | | 1,156 | | | — | |
| USIC Holdings Inc. | | 2024 Revolver | | 9/10/2031 | | 828 | | | (4) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| USIC Holdings Inc. | | 2024 Specified Delayed Draw Term Loan | | 9/10/2031 | | 477 | | | (2) | |
| | | | | | 64,714 | | | (364) | |
(7)Position or portion thereof unsettled as of December 31, 2024.
(8)The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2024, non-qualifying assets totaled 8.93% of the Company’s total assets.
(9)As of December 31, 2024, the estimated net unrealized gain for federal tax purposes was $2.5 million based on a tax basis of $394.8 million. As of December 31, 2024, the estimated aggregate gross unrealized loss for federal income tax purposes was $1.4 million and the estimated aggregate gross unrealized gain for federal income tax purposes was $3.9 million.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| ADDITIONAL INFORMATION |
| | | | | | | | |
| Foreign currency forward contracts |
| | | | | | | | |
| Counterparty | | Currency Purchased | | Currency Sold | | Settlement | | Unrealized Appreciation (Depreciation) |
| City National Bank | | Euro 44,698 | | U.S. Dollar 47,023 | | 2/28/2025 | | $ | (649) | |
| City National Bank | | U.S. Dollar 18,667 | | Euro 17,736 | | 2/28/2025 | | 265 | |
| State Street Bank & Trust Company | | U.S. Dollar 6,028 | | Canadian Dollar 8,600 | | 3/20/2025 | | 40 | |
| State Street Bank & Trust Company | | U.S. Dollar 14,546 | | Euro 13,800 | | 3/20/2025 | | 214 | |
| State Street Bank & Trust Company | | U.S. Dollar 635 | | Great Britain Pound 500 | | 3/20/2025 | | 9 | |
| City National Bank | | Euro 50,000 | | U.S. Dollar 56,103 | | 3/31/2025 | | (4,147) | |
| City National Bank | | Euro 50,000 | | U.S. Dollar 56,309 | | 6/30/2025 | | (4,085) | |
| City National Bank | | Euro 50,000 | | U.S. Dollar 56,514 | | 9/30/2025 | | (4,008) | |
| City National Bank | | Euro 50,000 | | U.S. Dollar 56,745 | | 12/31/2025 | | (3,944) | |
| City National Bank | | Euro 43,581 | | U.S. Dollar 49,662 | | 3/31/2026 | | (3,400) | |
| Macquarie Bank Limited | | Euro 50,000 | | U.S. Dollar 56,270 | | 6/30/2026 | | (2,914) | |
| Macquarie Bank Limited | | Euro 50,000 | | U.S. Dollar 56,500 | | 9/30/2026 | | (2,857) | |
| Natwest Markets PLC | | Euro 100 | | U.S. Dollar 109 | | 12/31/2026 | | (1) | |
| Natwest Markets PLC | | Euro 50,147 | | U.S. Dollar 54,720 | | 12/31/2026 | | (629) | |
| | | | | | | | $ | (26,106) | |
See accompanying notes to the consolidated financial statements.
OHA Senior Private Lending Fund (U) LLC
Consolidated Schedule of Investments
December 31, 2023
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non- affiliated(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 | | | | | | | | | | |
| | | | | | | | | | |
| Aerospace and Defense | | | | | | | | | | |
| Evergreen IX Borrower 2023 LLC (4) (5) | S | + | 6.00 | % | | 11.35 | % | 9/30/2030 | $ | 5,431 | | $ | 5,351 | | $ | 5,431 | | 1.29 | % |
| Evergreen IX Borrower 2023 LLC (4) (5) (6) | S | + | 6.00 | % | | 11.35 | % | 10/1/2029 | 599 | | (9) | | — | | — | |
| Mantech International CP (4) (5) | S | + | 5.75 | % | | 11.13 | % | 9/14/2029 | 3,563 | | 3,499 | | 3,563 | | 0.85 | |
| Mantech International CP (4) (5) (6) | S | + | 5.75 | % | | 11.16 | % | 9/14/2029 | 877 | | 296 | | 311 | | 0.07 | |
| Mantech International CP (4) (5) (6) | S | + | 5.75 | % | | 11.13 | % | 9/14/2028 | 444 | | (7) | | — | | — | |
| Sequa Corporation (4) (5) (6) | S | + | 7.00 | % | | 12.36 | % | 11/23/2027 | 1,268 | | (52) | | — | | — | |
| Sequa Corporation (4) (5) | S | + | 7.00 | % | | 12.37 | % | 11/23/2028 | 13,595 | | 12,993 | | 13,731 | | 3.27 | |
| | | | | | | | 22,071 | | 23,036 | | 5.48 | |
| Automobile | | | | | | | | | | |
| Mammoth Holdings, LLC (4) (5) (6) | S | + | 5.75 | % | | 11.10 | % | 11/15/2029 | 909 | | (9) | | — | | — | |
| Mammoth Holdings, LLC (4) (5) (7) | S | + | 5.75 | % | | 11.10 | % | 11/15/2030 | 7,273 | | 7,201 | | 7,273 | | 1.73 | |
| Mammoth Holdings, LLC (4) (5) (6) | S | + | 5.75 | % | | 11.10 | % | 11/15/2030 | 1,818 | | — | | — | | — | |
| Wesco Group LLC (4) (5) | S | + | 5.75 | % | | 11.23 | % | 10/6/2028 | 1,795 | | 1,760 | | 1,759 | | 0.42 | |
| Wesco Group LLC (4) (5) (6) | S | + | 5.75 | % | | 11.23 | % | 10/7/2027 | 403 | | (4) | | (4) | | — | |
| Wesco Group LLC (4) (5) | S | + | 5.75 | % | | 11.23 | % | 10/16/2030 | 5,200 | | 5,148 | | 5,148 | | 1.23 | |
| Wesco Group LLC (4) (5) (6) | S | + | 5.75 | % | | 11.23 | % | 10/16/2028 | CAD | 134 | | (5) | | — | | — | |
| | | | | | | | 14,091 | | 14,176 | | 3.38 | |
| | | | | | | | | | |
| Broadcasting and Entertainment | | | | | | | | | | |
| Global Music Rights (4) (5) (6) | S | + | 5.75 | % | | 11.20 | % | 8/27/2027 | 286 | | (3) | | — | | — | |
| Global Music Rights (4) (5) | S | + | 5.50 | % | | 10.95 | % | 8/28/2028 | 3,150 | | 3,116 | | 3,150 | | 0.75 | |
| | | | | | | | 3,113 | | 3,150 | | 0.75 | |
| Capital Equipment | | | | | | | | | | |
| Ohio Transmission Corporation (4) (5) (6) | S | + | 5.50 | % | | 10.86 | % | 12/19/2028 | 1,000 | | (10) | | (10) | | — | |
| Ohio Transmission Corporation (4) (5) (6) | S | + | 5.50 | % | | 10.86 | % | 12/19/2030 | 1,500 | | (15) | | (15) | | — | |
| Ohio Transmission Corporation (4) (5) | S | + | 5.50 | % | | 10.86 | % | 12/19/2030 | 7,600 | | 7,524 | | 7,524 | | 1.79 | |
| | | | | | | | 7,499 | | 7,499 | | 1.79 | |
| Chemicals, Plastics and Rubber | | | | | | | | | | |
| BCPE HIPH Parent, Inc. (4) (5) (6) (7) | S | + | 5.75 | % | | 11.11 | % | 10/7/2030 | 1,038 | | 702 | | 721 | | 0.17 | |
| BCPE HIPH Parent, Inc. (4) (5) | S | + | 5.75 | % | | 11.11 | % | 10/7/2030 | 3,044 | | 2,974 | | 3,029 | | 0.72 | |
| Meridian Adhesives Group, Inc. (4) (5) | S | + | 7.00 | % | | 12.36 | % | 9/3/2029 | 13,070 | | 12,601 | | 13,201 | | 3.14 | |
| Meridian Adhesives Group, Inc. (4) (5) (6) | S | + | 7.00 | % | | 12.36 | % | 9/3/2029 | 1,789 | | 1,089 | | 1,171 | | 0.28 | |
| | | | | | | | 17,366 | | 18,122 | | 4.31 | |
| Construction & Building | | | | | | | | | | |
| Groundworks, LLC (4) (5) | S | + | 6.50 | % | | 11.90 | % | 3/14/2030 | 11,015 | | 10,829 | | 11,015 | | 2.62 | |
| Groundworks, LLC (4) (5) (6) | S | + | 6.50 | % | | 11.86 | % | 3/14/2030 | 781 | | 263 | | 266 | | 0.06 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non- affiliated(1) | Reference Rate and Spread | Interest Rate(2) | Maturity Date | Par Amount/ Units | Cost(3) | Fair Value | % of Net Assets |
| Groundworks, LLC (4) (5) (6) | S | + | 6.50 | % | | 11.90 | % | 3/14/2029 | 585 | | (10) | | — | | — | |
| | | | | | | | 11,082 | | 11,281 | | 2.69 | |
| Consumer Goods: Durable | | | | | | | | | | |
| Marcone Yellowstone Buyer, Inc. (4) (5) | S | + | 6.25 | % | | 11.75 | % | 6/23/2028 | 673 | | 655 | | 666 | | 0.16 | |
| Marcone Yellowstone Buyer, Inc. (4) (5) (6) | S | + | 6.50 | % | | 12.00 | % | 6/23/2028 | 465 | | (8) | | (1) | | — | |
| Marcone Yellowstone Buyer, Inc. (4) (5) | S | + | 6.50 | % | | 12.00 | % | 6/23/2028 | 1,319 | | 1,296 | | 1,315 | | 0.31 | |
| Marcone Yellowstone Buyer, Inc. (4) (5) | S | + | 6.25 | % | | 11.75 | % | 6/23/2028 | 6,870 | | 6,692 | | 6,801 | | 1.62 | |
| Marcone Yellowstone Buyer, Inc. (4) (5) | S | + | 6.25 | % | | 11.75 | % | 6/23/2028 | 2,283 | | 2,224 | | 2,260 | | 0.54 | |
| Marcone Yellowstone Buyer, Inc. (4) (5) | S | + | 6.25 | % | | 11.75 | % | 6/23/2028 | 3,201 | | 3,118 | | 3,169 | | 0.75 | |
| | | | | | | | 13,977 | | 14,210 | | 3.38 | |
| Containers, Packaging and Glass | | | | | | | | | | |
| PPC Flexible Packaging (4) (5) | S | + | 6.75 | % | | 12.25 | % | 9/30/2028 | 4,059 | | 3,988 | | 4,039 | | 0.96 | |
| | | | | | | | 3,988 | | 4,039 | | 0.96 | |
| Finance | | | | | | | | | | |
| Beacon Pointe Advisors, LLC (4) (5) | S | + | 5.50 | % | | 10.86 | % | 12/29/2028 | 5,958 | | 5,907 | | 5,958 | | 1.42 | |
| Beacon Pointe Advisors, LLC (4) (5) | S | + | 5.50 | % | | 10.86 | % | 12/29/2028 | 2,337 | | 2,316 | | 2,337 | | 0.56 | |
| Beacon Pointe Advisors, LLC (4) (5) (6) | S | + | 5.25 | % | | 10.86 | % | 12/29/2027 | 627 | | (5) | | — | | — | |
| Beacon Pointe Advisors, LLC (4) (5) (6) | S | + | 5.50 | % | | 10.86 | % | 12/29/2028 | 771 | | 189 | | 189 | | 0.04 | |
| Cliffwater LLC (4) (5) (7) | S | + | 6.00 | % | | 11.36 | % | 10/7/2030 | 6,000 | | 5,993 | | 6,000 | | 1.43 | |
| Cliffwater LLC (4) (5) (6) | S | + | 6.00 | % | | 11.36 | % | 10/7/2030 | 1,000 | | (10) | | — | | — | |
| Spectrum Automotive Holdings, Corp. (4) (5) | S | + | 5.75 | % | | 11.22 | % | 6/29/2028 | 8,105 | | 7,896 | | 8,004 | | 1.91 | |
| Spectrum Automotive Holdings, Corp. (4) (5) (6) | S | + | 5.75 | % | | 11.22 | % | 6/29/2028 | 2,258 | | 1,800 | | 1,830 | | 0.44 | |
| Spectrum Automotive Holdings, Corp. (4) (5) (6) | S | + | 5.75 | % | | 11.22 | % | 6/29/2027 | 305 | | (7) | | (4) | | — | |
| | | | | | | | 24,079 | | 24,314 | | 5.79 | |
| Healthcare, Education and Childcare | | + | | | | | | | | |
| Gateway US Holdings, Inc (4) (5) | S | + | 6.50 | % | | 12.00 | % | 9/22/2026 | 3,235 | | 3,192 | | 3,195 | | 0.76 | |
| Gateway US Holdings, Inc (4) (5) (6) | S | + | 6.50 | % | | 12.00 | % | 9/22/2026 | 131 | | (2) | | (2) | | — | |
| Gateway US Holdings, Inc (4) (5) | S | + | 6.50 | % | | 12.00 | % | 9/22/2026 | 169 | | 167 | | 167 | | 0.04 | |
| Gateway US Holdings, Inc (4) (5) | S | + | 6.50 | % | | 12.00 | % | 9/22/2026 | 743 | | 725 | | 734 | | 0.17 | |
| Next Holdco, LLC (4) (5) | S | + | 6.00 | % | | 11.37 | % | 11/12/2030 | 5,101 | | 5,026 | | 5,101 | | 1.21 | |
| Next Holdco, LLC (4) (5) (6) | S | + | 6.00 | % | | 11.37 | % | 11/12/2030 | 1,308 | | (19) | | — | | — | |
| Next Holdco, LLC (4) (5) (6) | S | | 6.00 | % | | 11.37 | % | 11/9/2029 | 491 | | (7) | | — | | — | |
| PetVet Care Centers, LLC (4) (5) | S | | 6.00 | % | | 11.36 | % | 11/15/2030 | 10,705 | | 10,599 | | 10,651 | | 2.54 | |
| PetVet Care Centers, LLC (4) (5) (6) | S | + | 6.00 | % | | 11.36 | % | 11/15/2030 | 1,396 | | — | | (7) | | — | |
| PetVet Care Centers, LLC (4) (5) (6) | S | + | 6.00 | % | | 11.36 | % | 11/15/2029 | 1,396 | | (14) | | (7) | | — | |
| TecoStar Holdings, Inc. (4) (5) | S | + | 8.50 | % | (4.50% PIK) | 13.91 | % | 7/6/2029 | 4,048 | | 3,952 | | 4,048 | | 0.96 | |
| Touchstone Acquisition, Inc. (4) (5) | S | + | 6.00 | % | | 11.48 | % | 12/29/2028 | 10,395 | | 10,167 | | 10,187 | | 2.43 | |
| | | | | | | | 33,786 | | 34,067 | | 8.11 | |
| High Tech | | | | | | | | | | |
| Eagan Sub, Inc. (4) (5) (6) | S | + | 7.00 | % | | 12.35 | % | 6/1/2029 | 2,900 | | (40) | | — | | — | |
| Eagan Sub, Inc. (4) (5) | S | + | 7.00 | % | | 12.35 | % | 6/3/2030 | 14,464 | | 14,259 | | 14,464 | | 3.44 | |
| Greenway Health, LLC (4) (5) | S | + | 6.00 | % | | 11.93 | % | 4/2/2029 | 9,157 | | 8,975 | | 8,974 | | 2.14 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments-non-controlled/non- affiliated(1) | Reference Rate and Spread | Interest Rate(2) | Maturity Date | Par Amount/ Units | Cost(3) | Fair Value | % of Net Assets |
| Kaseya, Inc. (4) (5) | S | + | 6.00 | % | (2.50% PIK) | 11.33 | % | 6/25/2029 | 2,523 | | 2,479 | | 2,523 | | 0.60 | |
| Kaseya, Inc. (4) (5) (6) | S | + | 6.00 | % | (2.50% PIK) | 11.33 | % | 6/25/2029 | 154 | | 7 | | 9 | | — | |
| Kaseya, Inc. (4) (5) (6) | S | + | 5.50 | % | (2.50% PIK) | 10.84 | % | 6/25/2029 | 154 | | 36 | | 39 | | 0.01 | |
| | | | | | | | 25,716 | | 26,009 | | 6.19 | |
| Insurance | | | | | | | | | | |
| Galway Borrower, LLC (4) (5) (6) | S | + | 5.25 | % | | 5.25 | % | 9/30/2027 | 908 | | (25) | | (4) | | — | |
| Galway Borrower, LLC (4) (5) | S | + | 5.25 | % | | 10.70 | % | 9/29/2028 | 13,791 | | 13,371 | | 13,722 | | 3.26 | |
| Higginbotham Insurance Agency, Inc. (4) (5) (6) | S | + | 5.50 | % | | 10.96 | % | 11/24/2028 | 11,082 | | 7,322 | | 7,346 | | 1.75 | |
| Peter C. Foy & Associates Insurance Services, LLC (4) (5) | S | + | 6.00 | % | | 11.47 | % | 11/1/2028 | 6,552 | | 6,437 | | 6,486 | | 1.54 | |
| Peter C. Foy & Associates Insurance Services, LLC (4) (5) | S | + | 6.00 | % | | 11.47 | % | 11/1/2028 | 1,803 | | 1,771 | | 1,785 | | 0.42 | |
| Peter C. Foy & Associates Insurance Services, LLC (4) (5) (6) | S | + | 6.00 | % | | 11.47 | % | 11/1/2027 | 310 | | (5) | | (3) | | — | |
| Peter C. Foy & Associates Insurance Services, LLC (4) (5) | S | + | 6.50 | % | | 11.86 | % | 11/1/2028 | 100 | | 99 | | 99 | | 0.02 | |
| Peter C. Foy & Associates Insurance Services, LLC (4) (5) (6) | S | + | 6.50 | % | | 11.47 | % | 11/1/2028 | 100 | | — | | (1) | | — | |
| RSC Acquisition, Inc. (4) (5) | S | + | 5.50 | % | | 11.00 | % | 11/1/2029 | 7,008 | | 6,898 | | 6,938 | | 1.65 | |
| THG Acquisition, LLC (4) (5) (6) | S | + | 5.75 | % | | 11.21 | % | 12/2/2025 | 481 | | 100 | | 106 | | 0.03 | |
| THG Acquisition, LLC (4) (5) (6) | S | | 5.50 | % | | 10.96 | % | 46358 | 5,969 | | 5,206 | | 5,228 | | 1.24 | |
| | | | | | | | 41,174 | | 41,702 | | 9.93 | |
| Media: Diversified & Production | | | | | | | | | | |
| Circana Group, L.P. (4) (5) | S | + | 5.75 | % | | 11.21 | % | 12/1/2028 | 7,042 | | 6,857 | | 6,972 | | 1.66 | |
| Circana Group, L.P. (4) (5) (6) | S | + | 5.75 | % | | 11.11 | % | 12/1/2027 | 488 | | 76 | | 83 | | 0.02 | |
| | | | | | | | 6,933 | | 7,055 | | 1.68 | |
| | | | | | | | | | |
| Printing and Publishing | | | | | | | | | | |
| Recorded Books Inc. (4) (5) | S | + | 6.25 | % | | 11.64 | % | 8/31/2028 | 1,160 | | (19) | | (6) | | — | |
| Recorded Books Inc. (4) (5) (6) | S | + | 6.25 | % | | 11.64 | % | 9/3/2030 | 14,340 | | 14,096 | | 14,268 | | 3.40 | |
| | | | | | | | 14,077 | | 14,262 | | 3.40 | |
| Retail Stores | | | | | | | | | | |
| New Look Vision Group, Inc. (4) (5) (8) | S | + | 6.00 | % | (2.00% PIK) | 11.94 | % | 5/26/2028 | 143 | | 136 | | 139 | | 0.03 | |
| New Look Vision Group, Inc. (4) (5) (7) (8) | C | + | 4.00 | % | (2.00% PIK) | 9.43 | % | 5/26/2028 | CAD | 6,139 | | 4,282 | | 4,505 | | 1.07 | |
| New Look Vision Group, Inc. (4) (5) (6) (8) | C | + | 5.50 | % | | 10.43 | % | 5/26/2026 | CAD | 850 | | (16) | | (1) | | — | |
| New Look Vision Group, Inc. (4) (5) (7) (8) | C | + | 5.50 | % | | 10.93 | % | 5/26/2028 | 420 | | 293 | | 302 | | 0.07 | |
| New Look Vision Group, Inc. (4) (5) (6) (8) | S | + | 5.50 | % | | 11.00 | % | 5/26/2028 | 1,300 | | 1,238 | | 1,235 | | 0.29 | |
| New Look Vision Group, Inc. (4) (5) (7) (8) | C | + | 5.50 | % | | 10.93 | % | 5/26/2028 | CAD | 805 | | 562 | | 580 | | 0.14 | |
| | | | | | | | 6,495 | | 6,760 | | 1.62 | |
| Services: Business | | | | | | | | | | |
| GC Waves Holdings, Inc. (4) (5) | S | + | 6.00 | % | | 11.46 | % | 8/11/2028 | 7,029 | | 6,855 | | 6,994 | | 1.67 | |
| GC Waves Holdings, Inc. (4) (5) (6) | S | + | 6.00 | % | | 11.46 | % | 8/11/2028 | 1,300 | | 94 | | 112 | | 0.03 | |
| Geosyntec Consultants (4) (5) | S | + | 5.25 | % | | 10.61 | % | 5/18/2029 | 466 | | 458 | | 465 | | 0.11 | |
| Geosyntec Consultants (4) (5) (6) | S | + | 5.25 | % | | 10.61 | % | 5/18/2029 | 197 | | 95 | | 98 | | 0.02 | |
| Geosyntec Consultants (4) (5) (6) | S | + | 5.25 | % | | 10.61 | % | 5/18/2027 | 73 | | (1) | | — | | — | |
| GI Apple Midco LLC (4) (5) (6) | S | + | 6.75 | % | | 12.11 | % | 4/19/2029 | 1,133 | | 611 | | 632 | | 0.15 | |
| GI Apple Midco LLC (4) (5) | S | + | 6.75 | % | | 12.11 | % | 4/19/2030 | 7,410 | | 7,272 | | 7,410 | | 1.76 | |
| GI Apple Midco LLC (4) (5) (6) | S | + | 6.75 | % | | 12.11 | % | 4/19/2030 | 1,619 | | 171 | | 178 | | 0.04 | |
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Investments-non-controlled/non- affiliated(1) | Reference Rate and Spread | Interest Rate(2) | Maturity Date | Par Amount/ Units | Cost(3) | Fair Value | % of Net Assets |
| PT Intermediate Holdings III, LLC (4) (5) | S | + | 5.98 | % | | 11.47 | % | 11/1/2028 | 2,622 | | 2,576 | | 2,609 | | 0.62 | |
| PT Intermediate Holdings III, LLC (4) (5) (6) | S | + | 6.50 | % | | 11.85 | % | 11/1/2028 | 351 | | (2) | | — | | — | |
| PT Intermediate Holdings III, LLC (4) (5) | S | + | 6.50 | % | | 11.85 | % | 11/1/2028 | 854 | | 843 | | 854 | | 0.20 | |
| PT Intermediate Holdings III, LLC (4) (5) | S | + | 5.98 | % | | 11.47 | % | 11/1/2028 | 8,626 | | 8,475 | | 8,583 | | 2.04 | |
| | | | | | | | 27,447 | | 27,935 | | 6.65 | |
| Services: Consumer | | | | | | | | | | |
| Bradyifs Holdings, LLC (4) (5) (6) | S | + | 6.00 | % | | 11.37 | % | 10/31/2029 | 1,441 | | 353 | | 353 | | 0.08 | |
| Bradyifs Holdings, LLC (4) (5) | S | + | 6.00 | % | | 11.38 | % | 10/31/2029 | 13,083 | | 12,954 | | 13,083 | | 3.11 | |
| Bradyifs Holdings, LLC (4) (5) (6) | S | + | 6.00 | % | | 11.38 | % | 10/31/2029 | 1,108 | | (11) | | — | | — | |
| Crash Champions, LLC (4) (5) | S | + | 7.00 | % | | 12.36 | % | 8/1/2029 | 8,148 | | 7,986 | | 8,230 | | 1.96 | |
| Crash Champions, LLC (4) (5) | S | + | 7.00 | % | | 12.36 | % | 8/1/2029 | 1,824 | | 1,775 | | 1,843 | | 0.44 | |
| Crash Champions, LLC (4) (5) (6) | S | + | 5.25 | % | | 13.75 | % | 8/1/2028 | 632 | | 245 | | 274 | | 0.07 | |
| Crash Champions, LLC (4) (5) | S | + | 7.00 | % | | 12.36 | % | 8/1/2029 | 4,274 | | 4,159 | | 4,317 | | 1.03 | |
| Kleinfelder Group, Inc.(The) (4) (5) | S | + | 6.50 | % | | 11.63 | % | 11/28/2025 | 12,562 | | 12,452 | | 12,563 | | 2.99 | |
| Kleinfelder Group, Inc.(The) (4) (5) (6) | S | + | 6.25 | % | | 11.63 | % | 8/4/2028 | 1,643 | | (15) | | — | | — | |
| Kleinfelder Group, Inc.(The) (4) (5) (6) | S | + | 6.25 | % | | 11.63 | % | 9/1/2030 | 2,464 | | — | | — | | — | |
| | | | | | | | 39,898 | | 40,663 | | 9.68 | |
| Technology & Electronics | | | | | | | | | | |
| Chase Intermediate, LLC (4) (5) (6) | S | + | 5.75 | % | | 11.00 | % | 10/30/2028 | 8,667 | | — | | (87) | | (0.02) | |
| Chase Intermediate, LLC (4) (5) (6) | S | + | 5.75 | % | | 11.00 | % | 10/30/2028 | 433 | | (4) | | (4) | | — | |
| | | | | | | | (4) | | (91) | | (0.02) | |
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| Total First Lien Debt | | | | | | | | $ | 312,788 | | $ | 318,189 | | 75.77 | % |
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| Second Lien Debt | | | | | | | | | | |
| High Tech | | | | | | | | | | |
| Polaris Newco LLC (4) (5) | S | + | 9.00 | % | | 14.49 | % | 6/4/2029 | 6,200 | | 6,049 | | 6,107 | | 1.45 | |
| | | | | | | | 6,049 | | 6,107 | | 1.45 | |
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| Total Second Lien Debt | | | | | | | | $ | 6,049 | | $ | 6,107 | | 1.45 | % |
| Total Investments—non-controlled/non-affiliated | | | | | | | | $ | 318,837 | | $ | 324,296 | | 77.22 | % |
| Total Portfolio Investments | | | | | | | | $ | 318,837 | | $ | 324,296 | | 77.22 | % |
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(1)Unless otherwise indicated, issuers of debt investments held by the Company (which such term “Company” shall include the Company’s subsidiaries for purposes of this Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated.
(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either Eurolibor (“E”), or SOFR including SOFR adjustment if any, ("S"), CDOR ("C"), which generally resets periodically. S loans are typically indexed to 12 month, 6 month, 3 month or 1 month S rates. For each such loan, the Company has provided the interest rate in effect on the date presented.
(3)The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with GAAP.
(4)Investment valued using unobservable inputs (Level 3). See Note 5.
(5)Loan includes interest rate floor feature.
(6)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 results from unamortized fees, which are capitalized to the investment cost. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments:
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Investments—non- controlled/non- affiliated | | Commitment Type | | Commitment Expiration Date | | Unfunded | | Total Commitment Fair Value |
| BCPE HIPH Parent, Inc. | | 2023 Delayed Draw Term Loan | | 10/7/2030 | | $ | 311 | | | $ | (2) | |
| Beacon Pointe Advisors, LLC | | 2021 Revolver | | 12/29/2027 | | 627 | | | — | |
| Beacon Pointe Advisors, LLC | | Delayed Draw Term Loan | | 12/29/2028 | | 582 | | | — | |
| Bradyifs Holdings, LLC | | 2023 Delayed Draw Term Loan | | 10/31/2029 | | 1,088 | | | — | |
| Bradyifs Holdings, LLC | | 2023 Revolver | | 10/31/2029 | | 1,108 | | | — | |
| Chase Intermediate, LLC | | 2023 Revolver | | 10/30/2028 | | 433 | | | (4) | |
| Chase Intermediate, LLC | | 2023 Delayed Draw Term Loan | | 10/30/2028 | | 8,667 | | | (87) | |
| Circana Group, L.P. | | Revolver | | 12/1/2027 | | 400 | | | (4) | |
| Cliffwater LLC | | Revolver | | 10/7/2030 | | 1,000 | | | — | |
| Crash Champions, LLC | | 2022 Revolver | | 8/1/2028 | | 358 | | | — | |
| Eagan Sub, Inc. | | 2023 Revolver | | 6/1/2029 | | 2,900 | | | — | |
| Evergreen IX Borrower 2023 LLC | | Revolver | | 10/1/2029 | | 599 | | | — | |
| Galway Borrower, LLC | | Revolver | | 9/30/2027 | | 908 | | | (5) | |
| Gateway US Holdings, Inc. | | Revolver | | 9/22/2026 | | 131 | | | (2) | |
| GC Waves Holdings, Inc. | | 2023 Delayed Draw Term Loan | | 8/11/2028 | | 1,181 | | | (6) | |
| Geosyntec Consultants | | Delayed Draw Term Loan | | 5/18/2029 | | 99 | | | — | |
| Geosyntec Consultants | | Revolver | | 5/18/2027 | | 73 | | | — | |
| GI Apple Midco LLC | | Delayed Draw Term Loan | | 4/19/2030 | | 1,441 | | | — | |
| GI Apple Midco LLC | | Revolver | | 4/19/2029 | | 502 | | | — | |
| Global Music Rights | | Revolver | | 8/27/2027 | | 286 | | | — | |
| Groundworks, LLC | | 2023 Revolver | | 3/14/2029 | | 585 | | | — | |
| Groundworks, LLC | | 2023 Delayed Draw Term Loan | | 3/14/2030 | | 515 | | | — | |
| Higginbotham Insurance Agency, Inc. | | 2023 3rd Amendment Delayed Draw Term Loan | | 11/24/2028 | | 3,707 | | | (9) | |
| Kaseya, Inc. | | 2022 Revolver | | 6/25/2029 | | 115 | | | — | |
| Kaseya, Inc. | | 2022 Delayed Draw Term Loan | | 6/25/2029 | | 144 | | | — | |
| Kleinfelder Group, Inc.(The) | | Revolver | | 8/4/2028 | | 1,643 | | | — | |
| Kleinfelder Group, Inc.(The) | | 2023 Delayed Draw Term Loan | | 9/1/2030 | | 2,464 | | | — | |
| Mammoth Holdings, LLC | | 2023 Delayed Draw Term Loan | | 11/15/2030 | | 1,818 | | | — | |
| Mammoth Holdings, LLC | | 2023 Revolver | | 11/15/2029 | | 909 | | | — | |
| Mantech International CP | | Delayed Draw Term Loan | | 9/14/2029 | | 566 | | | — | |
| Mantech International CP | | Revolver A | | 9/14/2028 | | 444 | | | — | |
| Marcone Yellowstone Buyer, Inc. | | 2022 Incremental Delayed Draw Term Loan | | 6/23/2028 | | 465 | | | (1) | |
| Meridian Adhesives Group, Inc. | | 2022 1st Lien Delayed Draw Term Loan | | 9/3/2029 | | 636 | | | 6 | |
| New Look Vision Group, Inc. | | CAD Revolver | | 5/26/2026 | | 613 | | | (180) | |
| Next Holdco, LLC | | Delayed Draw Term Loan | | 11/12/2030 | | 1,308 | | | — | |
| Next Holdco, LLC | | Revolver | | 11/9/2029 | | 491 | | | — | |
| Ohio Transmission Corporation | | 2023 Delayed Draw Term Loan | | 12/19/2030 | | 1,500 | | | (15) | |
| Ohio Transmission Corporation | | 2023 Revolver | | 12/19/2028 | | 1,000 | | | (10) | |
| Peter C. Foy & Associates Insurance Services, LLC | | 2021 1st Lien Revolver | | 11/1/2027 | | 310 | | | (3) | |
| Peter C. Foy & Associates Insurance Services, LLC | | 2023 Incremental Delayed Draw Term Loan | | 11/1/2028 | | 100 | | | (1) | |
| PetVet Care Centers, LLC | | 2023 Revolver | | 11/15/2029 | | 1,396 | | | (7) | |
| PetVet Care Centers, LLC | | 2023 Delayed Draw Term Loan | | 11/15/2030 | | 1,396 | | | (7) | |
| PT Intermediate Holdings III, LLC | | 2023 Incremental Delayed Draw Term Loan | | 11/1/2028 | | 351 | | | — | |
| Recorded Books Inc. | | 2023 Revolver | | 8/31/2028 | | 1,160 | | | (6) | |
| Sequa Corporation | | 2022 Revolver | | 11/23/2027 | | 1268 | | 0 |
| Spectrum Automotive Holdings, Corp. | | 2021 Delayed Draw Term Loan 1A | | 6/29/2028 | | 400 | | (5) | |
| Spectrum Automotive Holdings, Corp. | | 2021 Revolver | | 6/29/2027 | | 305 | | (4) | |
| THG Acquisition, LLC | | 2021 Delayed Draw Term Loan | | 12/2/2026 | | 666 | | (8) | |
| THG Acquisition, LLC | | 2019 Revolver | | 12/2/2025 | | 374 | | (1) | |
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| Wesco Group LLC | | CAD Incremental Revolver | | 10/16/2028 | | 101 | | (25) | |
| Wesco Group LLC | | 2022 USD Revolver | | 10/7/2027 | | 403 | | (4) | |
| Total | | | | | | $ | 49,847 | | | $ | (390) | |
(7)Position or portion thereof unsettled as of December 31, 2023.
(8)The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2023, non-qualifying assets totaled 1.52% of the Company’s total assets.
(9)As of December 31, 2023, the estimated net unrealized gain for federal tax purposes was $5.5 million based on a tax basis of $316.4 million. As of December 31, 2023, the estimated aggregate gross unrealized loss for federal income tax purposes was $0.1 million and the estimated aggregate gross unrealized gain for federal income tax purposes was $5.6 million.
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| ADDITIONAL INFORMATION |
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| Foreign currency forward contracts |
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| Counterparty | | Currency Purchased | | Currency Sold | | Settlement | | Unrealized Appreciation (Depreciation) |
| City National Bank | | U.S. Dollar 6,034 | | Canadian Dollar 8,200 | | 3/21/2024 | | $ | (182) | |
| City National Bank | | Euro 377,841 | | U.S. Dollar 421,612 | | 3/28/2024 | | (2,272) | |
| | | | | | | | $ | (2,454) | |
See accompanying notes to the consolidated financial statements.
Notes to the Consolidated Financial Statements
(in thousands, except per share amounts)
Note 1. Organization
OHA Senior Private Lending Fund (U) LLC (the “Company”), was formed on June 27, 2022. OHA Private Credit Advisors II, L.P. (the “Adviser”) is the investment adviser of the Company. The Adviser is registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940. The Company is a closed-end investment company that has filed an election to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”).
The Company’s investment objective is to generate attractive risk-adjusted returns, predominately in the form of current income, with select investments exhibiting the ability to capture long-term capital appreciation with a focus on downside protection. The Company seeks to achieve its investment objective by investing primarily in the non-investment grade credit markets in North America and Europe, with a primary focus on direct lending in the United States. Subject to any restrictions imposed under the 1940 Act, any related RIC asset diversification requirements and any guidelines and limitations set forth herein, the Company’s investments are expected to primarily consist of senior secured first lien loans and unitranche loans but may include second lien loans or other assets. The Company will seek target position sizes of 2% to 5% of net asset value (“NAV”) and seek to allocate (a) greater than or equal to 80% of NAV to first lien and unitranche loans and (b) less than or equal to 20% of NAV to second lien loans. The Company’s investment mandate is structured to allow for co-investment across Oak Hill Advisors, L.P,’s (together with its affiliated investment advisors and predecessor firms, “OHA”) entire platform, based on existing SEC exemptive relief under Rule 17d-1 under the 1940 Act and any additional SEC exemptive relief obtained in the future.
The Company will have a finite life. The term of the Company will end, and the Company will commence winding up, on the fifth (5th) anniversary of the last calendar day of the investment period of the Company (the “Investment Period”) (including any extensions of such Investment Period), unless extended for up to two (2) consecutive one (1) year periods, in each case, as approved by both the Board of Managers (the “Board”) and members of the Company (“Members”) holding a majority of the outstanding limited liability company interests of the Company (“Shares”).
The Investment Period commenced on the settlement date of the Company’s initial investment (January 4, 2023) and will end on the third-anniversary thereof; provided, however, that the Investment Period may be extended by up to an additional two (2) consecutive one-year periods, each subject to the approval of a majority of the outstanding Shares. Members have the right to terminate the Investment Period and, in certain circumstances, dissolve the Company, as a result of a Cause Event (as defined in the Amended and Restated Limited Liability Company Agreement of the Company (as amended or restated from time to time, the “LLC Agreement”). The Investment Period may also be suspended or terminate early if a “Key Person Event” (as defined in the LLC Agreement) occurs and is not cured. The Company has discretion as to when it calls capital from Members during the Investment Period (and under certain limited circumstances thereafter). As a result, assuming the Investment Period ends on January 4, 2026 and no extension of the term, the Company’s term will end on January 4, 2031.
Note 2. Significant Accounting Policies
Basis of Presentation
The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The Company is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. These consolidated financial statements reflect adjustments that in the opinion of management are necessary for the fair statement of the financial position and results of operations for the periods presented herein. The Company commenced operations on December 15, 2022 and its fiscal year ends on December 31.
Basis of Consolidation
As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company.
The Company consolidated the results of its wholly owned subsidiaries, ULEND Holding S. à r.l. and ULEND Investment S. à r.l. All intercompany transactions have been eliminated in consolidation.
Segment Reporting
In accordance with ASC Topic 280 - Segment Reporting (“ASC 280”), the Company has determined that it has a
single operating and reporting segment. As a result, the Company's segment accounting policies are the same as described
herein and the Company does not have any intra-segment sales and transfers of assets.
Basis of Accounting
ASC 946 states that consolidation by the Company of an investee that is not an investment company is not appropriate, except when the Company holds a controlling interest in an operating company that provides all or substantially all of its services directly to the Company or to its portfolio companies. None of the portfolio investments made by the Company qualify for this exception.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents represent cash held in banks, cash on hand, and liquid investments with original maturities of three months or less. The Company may have bank balances in excess of federally insured amounts; however, the Company deposits its cash and cash equivalents with high credit-quality institutions to minimize credit risk exposure. As of December 31, 2024 and December 31, 2023, the Company did not hold any cash equivalents. As of December 31, 2024 and December 31, 2023, approximately $0.8 million and $0.8 million of the cash and cash equivalents balances were denominated in a foreign currency, respectively.
Investment Related Transactions, Revenue Recognition and Expenses
Investment transactions and the related revenue and expenses are recorded on a trade-date basis. Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments. 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. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized fees and unamortized discounts are recorded as interest income.
In the general course of its business, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and loan waiver amendment fees, and commitment fees, and are recorded as other income in investment income when earned.
Certain investments may have contractual payment-in-kind (“PIK”) interest. PIK represents accrued interest that is added to the principal amount of the investment on the interest payment date rather than being paid in cash and generally becomes due at maturity or upon the investment being called by the issuer. PIK is recorded as interest income.
Expenses are recorded on an accrual basis.
Non-Accrual Loans
Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status.
Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest are paid and, in management’s judgment, principal and interest payments are likely to remain current. The Company may make exceptions to this treatment if a loan has sufficient collateral value and is in the process of collection. As of December 31, 2024 and December 31, 2023, there were no loans placed on non-accrual status.
Valuation of Portfolio Investments
Pursuant to Rule 2a-5 under the 1940 Act, the Board designated the Adviser as the Company’s “valuation designee” to determine the valuation of the Company’s investments. The Adviser shall value the investments owned by the Company in accordance with the Adviser’s valuation policies and procedures, subject at all times to the oversight of the Board. The Adviser values the Company’s investments in accordance with ASC 820, which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. ASC 820 prioritizes the use of observable market prices 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.
Investments that are listed or traded on an exchange and are freely transferable are valued at either the closing price (in the case of securities and futures) or the mean of the closing bid and offer (in the case of options) on the principal exchange on which the investment is listed or traded. Investments for which other market quotations are readily available will typically be valued at such market quotations. Market quotations are obtained from an independent pricing service, where available. If a price cannot be obtained from an independent pricing service or if the independent pricing service is not deemed to be current with the market, certain investments held by the Company will be valued on the basis of prices provided by principal market makers.
With respect to unquoted portfolio investments, the Company will value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public, and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company will use the pricing indicated by the external event to corroborate and/or assist us in our valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.
With respect to the valuation of investments, the Company undertakes a multi-step valuation process in connection with determining the fair value of our investments for which reliable market quotations are not readily available, which includes, among other procedures, the following:
•The valuation process begins with each investment being preliminarily valued by the Adviser’s valuation team in consultation with the Adviser’s investment professionals responsible for each portfolio investment;
•Generally, investments that constitute a material portion of the Company’s portfolio are periodically reviewed by an independent valuation firm. The independent valuation firms provide a final range of values on such investments to the Adviser. The independent valuation firms also provide analyses to support their valuation methodology and calculations;
•The Adviser’s valuation committee with respect to the Company (the “Valuation Committee”) reviews each valuation recommendation to confirm they have been calculated in accordance with the Company’s valuation policy and when applicable, compares such valuations to the independent valuation firms’ valuation ranges to ensure the Adviser’s valuations are reasonable;
•The Valuation Committee then determines fair value marks for each of the Company’s portfolio investments; and
•The Board and Audit Committee periodically review the valuation process and provide oversight in accordance with the requirements of Rule 2a-5 under the 1940 Act.
As part of the valuation process, the Company will take into account relevant factors in determining the fair value of the Company’s investments for which reliable market quotations are not readily available, many of which are loans,
including and in combination, as relevant: the estimated enterprise value of a portfolio company, analysis of discounted cash flows, publicly traded comparable companies and comparable transactions; the nature and realizable value of any collateral; the portfolio company’s ability to make payments based on its earnings and cash flow; the markets in which the portfolio company does business; and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future.
The Company has and will continue to engage independent valuation firms to provide assistance regarding the determination of the fair value of the Company’s portfolio securities for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment, and the Adviser and the Company may reasonably rely on that assistance. However, the Adviser is responsible for the ultimate valuation of the portfolio investments at fair value as determined in good faith pursuant to the Company’s valuation policy, the Board’s oversight and a consistently applied valuation process.
The Company applies ASC 820, which establishes a framework for measuring fair value in accordance with GAAP and required disclosures of fair value measurements. The fair value of a financial instrument is the amount that would be received in an orderly transaction between market participants at the measurement date. The Company determines the fair value of investments consistent with its valuation policy. The Company discloses the fair value of its investments in a hierarchy which prioritizes and ranks the level of market observability used in the determination of fair value. In accordance with ASC 820, these levels are summarized below:
•Level 1 — Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date.
•Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
•Level 3 — Valuations based on inputs that are unobservable and significant to the fair value measurement.
A financial instrument’s level within the hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuations of Level 2 investments are generally based on quotations received from pricing services, dealers or brokers where there is sufficient quote depth. Consideration is given to the source and nature of the quotations and the relationship of recent market activity to the quotations provided.
Transfers between levels, if any, are recognized at the beginning of the reporting period in which the transfers occur. The Company evaluates the source of inputs used in the determination of fair value, including any markets in which the investments, or similar investments, are trading. When the fair value of an investment is determined using inputs from a pricing service (or principal market makers), the Company considers various criteria in determining whether the investment should be classified as a Level 2 or Level 3 investment. Criteria considered includes the pricing methodologies of the pricing services (or principal market makers) to determine if the inputs to the valuation are observable or unobservable, as well as the number of prices obtained and an assessment of the quality of the prices obtained. The level of an investment within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment.
The fair value assigned to these investments is based upon available information and may fluctuate from period to period. In addition, it does not necessarily represent the amount that might ultimately be realized upon sale. Due to inherent uncertainty of valuation, the estimated fair value of investments may differ from the value that would have been used had a ready market for the security existed, and the difference could be material.
Receivables/Payables From Investments Sold/Purchased
Receivables/payables from investments sold/purchased consist of amounts receivable to or payable by the Company for transactions that have not settled at the reporting date. As of December 31, 2024, the Company had $0.0 million of payables for investments purchased and had $0.1 million of receivables for investments sold. As of December 31, 2023, the Company had $0.1 million of payables for investments purchased and had $1.9 million receivables for investments sold.
Foreign Currency Transactions
Amounts denominated in foreign currencies are translated into U.S. dollars on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates effective on the last business day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates prevailing on the transaction dates.
The Company includes net changes in fair values on investments held resulting from foreign exchange rate fluctuations in translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations, if any. Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.
Foreign Currency Forward Contracts
The Company may enter into foreign currency forward contracts to reduce the exposure to foreign currency exchange rate fluctuations of the Company and its Members. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. Forward foreign currency contracts are marked-to-market at the applicable forward rate. Unrealized gain (loss) on foreign currency forward contracts is recorded on the consolidated statements of assets and liabilities on a gross basis, not taking into account collateral posted which is recorded separately, if applicable. Notional amounts of foreign currency forward contract assets and liabilities are presented separately on the schedules of investments. Purchases and settlements of foreign currency forward contracts having the same settlement date and counterparty are generally settled net and any realized gains or losses are recognized on the settlement date.
Organization and Offering Expenses
Organizational costs, primarily for legal expenses associated with the establishment of the Company, are expensed as incurred.
Costs associated with the offering of Shares of the Company will be capitalized as deferred offering expenses and included as other assets on the Consolidated Statement of Assets and Liabilities and amortized over a twelve-month period from incurrence. As of December 31, 2024 and December 31, 2023, all offering costs were fully amortized. For the year ended December 31, 2024, the Company did not incur amortization of offering costs. For the year ended December 31, 2023, the Company amortized offering costs of $0.4 million.
The Adviser agreed to incur organizational and start-up costs on behalf of the Company. The Company has repaid the Adviser for initial organization and start-up costs incurred prior to the commencement of our operations up to a maximum of $750,000.
Operating Expense Cap
The Adviser has agreed to pay any annual operating expenses of the Company (excluding (i) third-party legal expenses incurred in connection with investments and the ordinary course operation of the Company and (ii) the management fee and incentive fees paid to the Adviser) that would cause such operating expenses to exceed 0.40% per annum of the Company’s average net assets in respect of the relevant year (the “Operating Expense Cap”). Any operating expenses in excess of the aforementioned Operating Expense Cap shall be borne by the Adviser (including through waiver of income based incentive fees) and shall not be subject to recoupment.
Operating expenses subject to the Operating Expense Cap include, but are not limited to, the Company’s total professional fees, Board fees, administration fees, and other general and administrative expenses (including the Company’s allocable portion of compensation (including salaries, bonuses and benefits), overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement.
Income Taxes
The Company has elected to be regulated as a BDC under the 1940 Act. The Company elected to be treated as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”), beginning with its fiscal year (or period) ending December 31, 2022. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its Members as distributions. Rather, any tax liability related to income earned and distributed by the Company would represent obligations of the Company’s investors and would not be reflected in the consolidated financial statements of the Company.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no material uncertain tax positions through December 31, 2024. As applicable, the Company’s prior year remains subject to examination by U.S. federal, state and local tax authorities.
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 Members, 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 is 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 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, 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.
Distributions
Distributions to Members are recorded on the record date. The amount to be distributed, if any, is determined by the Board each quarter, and is generally based upon the earnings estimated by the Adviser. The Company intends to distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, the Company may decide in the future to retain such capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to Members.
Recent Accounting Pronouncements
The Company considers the applicability and impact of all accounting standard updates (“ASU”) issued by the FASB. ASUs not listed were assessed by the Company and either determined to be not applicable or not expected to have a material effect on the accompanying consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”),” which intends to improve the transparency of income tax disclosures. ASU No. 2023-09 is effective for fiscal years beginning after December 15, 2024 and is to be adopted on a prospective basis with the option to apply retrospectively. The Company is currently assessing the impact of this guidance, however, the Company does not expect a material impact to its consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”),” which enhances disclosure requirements about significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”). ASU 2023-07, among other things, (i) requires a single segment public entity to provide all of the disclosures as required by ASC 280, (ii) requires a public entity to disclose the title and position of the CODM and an explanation of how the CODM uses the reported
measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources and (iii) provides the ability for a public entity to elect more than one performance measure. ASU 2023-07 is effective for the fiscal years beginning after December 15, 2023, and interim periods beginning with the quarter ended March 31, 2025. Early adoption is permitted and retrospective adoption is required for all prior periods presented. The Company has adopted ASU 2023-07 effective December 31, 2024 and concluded that the application of this guidance did not have any material impact on its consolidated financial statements. See Note 7 for more information on the effects of the adoption of ASU 2023-07.
Note 3. Fees, Expenses, Agreements and Related Party Transactions
Investment Advisory Agreement
On November 14, 2022, the Company entered into an investment advisory agreement with the Adviser (the “Advisory Agreement”), pursuant to which the Adviser manages the Company on a day-to-day basis. The Adviser is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring the Company’s investments and monitoring its investments and portfolio companies on an ongoing basis.
The Advisory Agreement is effective for an initial two-year term and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the Company’s Independent Board members. The Company may terminate the Advisory Agreement, without payment of any penalty, upon 60 days’ written notice. The Advisory Agreement will automatically terminate in the event of its assignment within the meaning of the 1940 Act and related SEC guidance and interpretations.
The Company pays the Adviser a fee for its services under the Advisory Agreement consisting of two components: a management fee and an incentive fee. The cost of both the management fee and the incentive fee will ultimately be borne by the Members. Substantial additional fees and expenses may also be charged by OHA Private Credit Advisors II, L.P., in its capacity as the administrator to the Company (the “Administrator”).
Management Fee
The management fee is payable monthly in arrears at an annual rate of 0.65% of the value of our net assets as of the beginning of the first calendar day of the applicable month. For purposes of the Advisory Agreement, net assets means our total assets (which does not include unfunded capital commitments) less the fair value of our liabilities, determined on a consolidated basis in accordance with GAAP.
For the years ended December 31, 2024 and December 31, 2023, management fees were $2.8 million and $1.7 million, respectively, of which none were waived. As of December 31, 2024 and December 31, 2023, $0.8 million and $1.0 million, respectively, remained payable related to the base management fee accrued in management fee payable on the consolidated statement of assets and liabilities.
Incentive Fee
The incentive fee consists 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 first part of the incentive fee is based on income, whereby the Company pays the Adviser annually in arrears 12.5% of its Pre-Incentive Fee Net Investment Income Returns (as defined below) for the relevant calendar year subject to a 5.75% annualized hurdle rate (the “Hurdle Rate”). “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 in its capacity as an administrative agent, syndication agent, collateral agent, loan servicer or other similar capacity) 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 (the “Administration Agreement”),
any expense of securitizations, and interest expense or other financing fees and any distributions paid on preferred shares, but excluding the incentive fee and Member servicing and/or distribution fees). 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 payment-in-kind (“PIK”) interest and zero-coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee Net Investment Income Returns does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
The Company pays the Adviser an incentive fee with respect to the Company’s Pre-Incentive Fee Net Investment Income Returns as follows:
•No incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar year in which the Company’s Pre-Incentive Fee Net Investment Income Returns does not exceed an annualized Hurdle Rate of 5.75%;
•100% of Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the Hurdle Rate but is less than 6.57143% in any calendar year. This portion of the Pre-Incentive Fee Net Investment Income Returns (which exceeds the Hurdle Rate but is less than 6.57143%) is referred to as the “catch-up.” The “catch-up” is meant to provide the Adviser with approximately 12.5% of the Company’s Pre-Incentive Fee Net Investment Income Returns as if a Hurdle Rate did not apply if Pre-Incentive Fee Net Investment Income Returns exceeds 6.57143% in any calendar year; and
•12.5% of the Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds 6.57143% in any calendar year, which reflects that once the Hurdle Rate is reached and the catch-up is achieved, 12.5% of all Pre-Incentive Fee Net Investment Income Returns is paid to the Adviser.
For the years ended December 31, 2024 and December 31, 2023, income based incentive fees (before waivers) were $5.6 million and $3.1 million, respectively. For the years ended December 31, 2024 and December 31, 2023, $0.4 million and $1.0 million, of income incentive fees were waived in accordance with the annual Operating Expense Cap. As of December 31, 2024 and December 31, 2023, $5.2 million and $2.0 million related to the income based incentive fee had accrued and remained payable on the consolidated statement of assets and liabilities, respectively.
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 GAAP.
There were no capital gains based incentive fees for the year ended December 31, 2024 and $1.2 million for the year ended December 31, 2023. As of December 31, 2024 and December 31, 2023, $0.0 million and $1.2 million, respectively, remained payable related to the capital gains based incentive fee accrued in capital gains incentive fee payable on the consolidated statement of assets and liabilities.
Administration Agreement
Under the Administration Agreement, the Administrator provides, or oversees the performance of, administrative and compliance services, including, but not limited to, maintaining financial records, overseeing the calculation of NAV, compliance monitoring (including diligence and oversight of our other service providers), preparing reports to Members and reports filed with the SEC and other regulators, preparing materials and coordinating meetings of our Board, managing the payment of expenses, the payment and receipt of funds for investments and the performance of administrative and professional services rendered by others and providing office space, equipment and office services. We will reimburse the Administrator for the reasonable fees, costs and expenses incurred by the Administrator in performing its obligations under the Administration Agreement. Such reimbursement will include the Company’s allocable portion of compensation, Overhead and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) the Company’s chief compliance officer, chief financial officer
and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Company; and (iii) any internal audit group personnel of OHA or any of its affiliates, subject to the limitations described in the Advisory Agreement and the Administration Agreement. In addition, pursuant to the terms of the Administration Agreement, the Administrator may delegate its obligations under the Administration Agreement to an affiliate or to a third party and we will reimburse the Administrator for any services performed for us by such affiliate or third party. The Administrator hired a sub-administrator to assist in the provision of administrative services. The sub-administrator will receive compensation for its sub-administrative services under a sub-administration agreement.
The amount of the reimbursement payable to the Administrator will be the lesser of (1) the Administrator’s actual costs incurred in providing such services and (2) the amount that we estimate we would be required to pay alternative service providers for comparable services in the same geographic location. The Administrator will be required to allocate the cost of such services to us based on factors such as assets, revenues, time allocations and/or other reasonable metrics. We will not reimburse the Administrator for any services for which it receives a separate fee, or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of the Administrator.
For the years ended December 31, 2024 and December 31, 2023, there were $0.4 million and $0.0 million, respectively, in expenses related to the Administrator that were included in other general and administrative expenses on the consolidated statements of operations and the payable included in accrued expenses and other liabilities in the consolidated statements of assets and liabilities.
The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. For the years ended December 31, 2024 and December 31, 2023, there were $0.4 million and $0.4 million, respectively, in expenses related to the sub-administrator which is included in administrative service expenses on the consolidated statements of operations and the payable included in accrued expenses and other liabilities in the consolidated statements of assets and liabilities. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement.
Note 4. Investments
The composition of the Company’s investment portfolio at cost and fair value as of December 31, 2024 and December 31, 2023 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2024 | | December 31, 2023 |
| | Amortized Cost | | Fair Value | | % of Total Investments at Fair Value | | Amortized Cost | | Fair Value | | % of Total Investments at Fair Value |
| | | | | | | | | | | | |
| First lien debt | | $ | 414,659 | | | $ | 417,230 | | | 98.5 | % | | $ | 312,788 | | | $ | 318,189 | | | 98.1 | % |
| Second lien debt | | 6,070 | | | 6,200 | | | 1.5 | | | 6,049 | | | 6,107 | | | 1.9 | |
| Total investments | | $ | 420,729 | | | $ | 423,430 | | | 100.0 | % | | $ | 318,837 | | | $ | 324,296 | | | 100.0 | % |
The industry composition of investments based on fair value as of December 31, 2024 and December 31, 2023 were as follows:
| | | | | |
| December 31, 2024 |
| Services: Business | 17.9 | % |
| High Tech | 11.8 | |
| Healthcare, Education and Childcare | 10.3 | |
| Insurance | 7.7 | |
| Capital Equipment | 6.3 | |
| Services: Consumer | 6.2 | |
| Finance | 5.9 | |
| Chemicals, Plastics and Rubber | 5.5 | |
| Consumer Goods: Durable | 4.9 | |
| Media: Diversified & Production | 4.5 | |
| Aerospace and Defense | 3.4 | |
| Printing and Publishing | 3.3 | |
| Automobile | 3.3 | |
| Construction & Building | 1.6 | |
| Technology & Electronics | 1.6 | |
| Retail Stores | 1.6 | |
| Buildings and Real Estate | 1.4 | |
| Broadcasting and Entertainment | 1.2 | |
| Containers, Packaging and Glass | 0.9 | |
| Ecological | 0.7 | |
| Total | 100.0 | % |
| | | | | |
| December 31, 2023 |
| Insurance | 12.9 | % |
| Services: Consumer | 12.5 | |
| Healthcare, Education and Childcare | 10.4 | |
| High Tech | 9.9 | |
| Services: Business | 8.6 | |
| Finance | 7.5 | |
| Aerospace and Defense | 7.1 | |
| Chemicals, Plastics and Rubber | 5.6 | |
| Printing and Publishing | 4.4 | |
| Consumer Goods: Durable | 4.4 | |
| Automobile | 4.4 | |
| Construction & Building | 3.5 | |
| Capital Equipment | 2.3 | |
| Media: Diversified & Production | 2.2 | |
| Retail Stores | 2.1 | |
| Containers, Packaging and Glass | 1.2 | |
| Broadcasting and Entertainment | 1.0 | |
| Technology & Electronics | — | |
| Total | 100.0 | % |
The geographic composition of investments at cost and fair value as of December 31, 2024 and December 31, 2023 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2024 |
| | Amortized Cost | | Fair Value | | % of Total Investments at Fair Value | | Fair Value as % of Net Assets |
| United States | | $ | 378,303 | | | $ | 381,519 | | | 90.1 | % | | 87.4 | % |
| United Kingdom | | 13,554 | | | 13,553 | | | 3.2 | | | 3.1 | |
| Germany | | 12,129 | | | 11,860 | | | 2.8 | | | 2.7 | |
| Switzerland | | 9,955 | | | 9,863 | | | 2.3 | | | 2.3 | |
| Canada | | 6,788 | | | 6,635 | | | 1.6 | | | 1.5 | |
| Total | | $ | 420,729 | | | $ | 423,430 | | | 100.0 | % | | 97.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2023 |
| | Amortized Cost | | Fair Value | | % of Total Investments at Fair Value | | Fair Value as % of Net Assets |
| United States | | $ | 312,342 | | | $ | 317,536 | | | 97.9 | % | | 75.6 | % |
| Canada | | 6,495 | | | 6,760 | | | 2.1 | | | 1.6 | |
| Total | | $ | 318,837 | | | $ | 324,296 | | | 100.0 | % | | 77.2 | % |
Note 5. Fair Value of Investments
The following tables present the fair value hierarchy of investments as of December 31, 2024 and December 31, 2023, categorized by the ASC 820 valuation hierarchy, as previously described:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2024 |
| Assets | | Level 1 | | Level 2 | | Level 3 | | Total |
| First Lien Debt | | $ | — | | | $ | 5,130 | | | $ | 412,100 | | | $ | 417,230 | |
| Second Lien Debt | | — | | | — | | | 6,200 | | | 6,200 | |
| Total investments | | $ | — | | | $ | 5,130 | | | $ | 418,300 | | | $ | 423,430 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2023 |
| Assets | | Level 1 | | Level 2 | | Level 3 | | Total |
| First Lien Debt | | $ | — | | | $ | — | | | $ | 318,189 | | | $ | 318,189 | |
| Second Lien Debt | | — | | | — | | | 6,107 | | | 6,107 | |
| Total investments | | $ | — | | | $ | — | | | $ | 324,296 | | | $ | 324,296 | |
The following tables present the change in the fair value of financial instruments for which Level 3 inputs were used to determine the fair value for the years ended December 31, 2024 and December 31, 2023:
| | | | | | | | | | | | | | | | | |
| For the Year Ended |
| December 31, 2024 |
| First Lien Debt | | Second Lien Debt | | Total Investments |
| Fair value, beginning of year | $ | 318,189 | | | 6,107 | | | 324,296 | |
Purchases of investments(1) | 204,936 | | | — | | | 204,936 | |
| Proceeds from principal repayments and sales of investments | (111,159) | | | — | | | (111,159) | |
| Accretion of discount/amortization of premium | 3,031 | | | 20 | | | 3,051 | |
| Net realized gain (loss) | 188 | | | — | | | 188 | |
| Net change in unrealized appreciation (depreciation) | (3,080) | | | 73 | | | (3,007) | |
Transfers into Level 3 (2) | — | | | — | | | — | |
Transfers out of Level 3 (2) | (5) | | | — | | | (5) | |
| Fair value, end of year | $ | 412,100 | | | $ | 6,200 | | | $ | 418,300 | |
| Net change in unrealized appreciation (depreciation) related to financial instruments still held as of December 31, 2024 | $ | (427) | | | $ | 73 | | | $ | (354) | |
| | | | | | | | | | | | | | | | | |
| For the Year Ended |
| December 31, 2023 |
| First Lien Debt | | Second Lien Debt | | Total Investments |
| Fair value, beginning of year | $ | 149,586 | | | — | | | 149,586 | |
Purchases of investments(1) | 188,585 | | | 6,045 | | | 194,630 | |
| Proceeds from principal repayments and sales of investments | (26,771) | | | — | | | (26,771) | |
| Accretion of discount/amortization of premium | 1,321 | | | 5 | | | 1,326 | |
| Net realized gain (loss) | 68 | | | — | | | 68 | |
| Net change in unrealized appreciation (depreciation) | 5,400 | | | 57 | | | 5,457 | |
Transfers into Level 3 (2) | — | | | — | | | — | |
Transfers out of Level 3 (2) | — | | | — | | | — | |
| Fair value, end of year | $ | 318,189 | | | $ | 6,107 | | | $ | 324,296 | |
Net change in unrealized appreciation (depreciation) related to financial instruments still held as of December 31, 2023 | $ | 5,460 | | | $ | 57 | | | $ | 5,517 | |
| | | | | |
(1)Purchases include PIK interest, if applicable.
(2)Transfers between levels are recognized at the beginning of the year in which the transfer occurred. For the year ended December 31, 2024, transfers from Level 3 to Level 2 were primarily due to increased price transparency. For the year ended, December 31, 2023, there no transfers into or out of Level 3.
Significant Unobservable Inputs
In accordance with ASC 820, the following tables provide quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of December 31, 2024 and December 31, 2023. The tables
are not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2024 |
| Fair Value | | Valuation Techniques | | Unobservable Input | | Range/Input (Weighted Average)(1) |
| Assets: | | | | | | | |
| First lien debt | $ | 389,496 | | | Discounted cash flow | | Comparative Yields | | 7.3% - 15.3% (9.6%) |
| First lien debt | 22,604 | | | Precedent Transaction | | Transaction Price | | N/A |
| Total first lien debt | 412,100 | | | | | | | |
| Second lien debt | 6,200 | | | Discounted cash flow | | Comparative Yields | | 13.0% |
| | | | | | | |
| Total investments | $ | 418,300 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2023 |
| Fair Value | | Valuation Techniques | | Unobservable Input | | Range/Input (Weighted Average)(1) |
| Assets: | | | | | | | |
| First lien debt | $ | 294,813 | | | Discounted cash flow | | Comparative Yields | | 8.9% - 11.7% (9.9%) |
| First lien debt | 23,376 | | | Precedent Transaction | | Transaction Price | | N/A |
| Total first lien debt | 318,189 | | | | | | | |
| Second lien debt | 6,107 | | | Discounted cash flow | | Comparative Yields | | 13.1% |
| | | | | | | |
| Total investments | $ | 324,296 | | | | | | | |
(1)Weighted averages are calculated based on fair value of investments.
The Company used the income approach to determine the fair value of certain Level 3 assets as of December 31, 2024 and December 31, 2023. The significant unobservable inputs used in the income approach is the comparative yield and discount rate. The comparative yield and discount rate is used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value.
Note 6: Derivatives
The Company enters into derivative financial instruments in the normal course of business from time to time to achieve certain risk management objectives, including managing its interest rate and foreign currency risk exposures. For derivative contracts, the Company enters into netting arrangements with its counterparties. In accordance with authoritative guidance, the Company offsets fair value amounts recognized for derivative instruments with the same counterparty under a master netting arrangement.
The Company may enter into forward currency exchange contracts to reduce the exposure to foreign currency exchange rate fluctuations of the Company and its Members, as described in Note 2. The fair value of derivative contracts open as of December 31, 2024 and December 31, 2023 is included on the consolidated schedules of investments by contract. The Company had no collateral receivable as of December 31, 2024 and December 31, 2023 and had $0.2 million and $17.6 million collateral payable as of December 31, 2024 and December 31, 2023, respectively. Collateral amounts posted are included in collateral on forward currency exchange contracts on the consolidated statements of assets and liabilities. Collateral payable is included in collateral payable on forward currency exchange contracts on the consolidated statements of assets and liabilities.
For the years ended December 31, 2024 and December 31, 2023, the Company’s average U.S. dollar notional exposure to forward currency exchange contracts was $458.2 million and $275.3 million, respectively. During the period ended December 31, 2022, the Company’s average U.S. dollar notional exposure to forward currency exchange contracts was $187.9 million.
The following tables present both gross and net information about derivative instruments eligible for offset in the Consolidated Statements of Assets and Liabilities.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2024 |
| Counterparty | | Gross Amount of Assets | | Gross Amount of (Liabilities) | | Net amounts presented in the Statements of Assets and Liabilities | | Collateral Received/Pledged(1) | | Net Amounts(2) |
State Street Bank and Trust Company | | $ | — | | | $ | (26,106) | | | $ | (26,106) | | | $ | — | | | $ | (26,106) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2023 |
| Counterparty | | Gross Amount of Assets | | Gross Amount of (Liabilities) | | Net amounts presented in the Statements of Assets and Liabilities | | Collateral Received/Pledged(1) | | Net Amounts(2) |
State Street Bank and Trust Company | | $ | — | | | $ | (2,454) | | | $ | (2,454) | | | $ | — | | | $ | (2,454) | |
(1)Amount excludes excess cash collateral paid.
(2)Net amount represents the net amount due (to) from counterparty in the event of a default based on the contractual set off rights under the agreement. Net amount excludes any over-collateralized amounts, if applicable.
The effect of transactions in derivative instruments on the Consolidated Statements of Operations for the years ended December 31, 2024 and December 31, 2023 and for the period from December 15, 2022 (commencement of operations) to December 31, 2022 were as follows:
| | | | | | | | | | | | | | | | | |
| For the Year Ended | | For the Period from December 15, 2022 (commencement of operations) to |
| December 31, 2024 | | December 31, 2023 | | December 31, 2022 |
| Realized gain (loss) on foreign currency forward contracts | $ | (11,376) | | | $ | 10,778 | | | $ | — | |
| Net change in unrealized gain (loss) on foreign currency forward contracts | (23,652) | | | (3,140) | | | 686 | |
| Total net realized and unrealized gain (loss) on foreign currency forward contracts | $ | (35,028) | | | $ | 7,638 | | | $ | 686 | |
Note 7: Segment Reporting
The Company operates through a single operating and reporting segment with an investment objective to generate both current income and capital appreciation through debt and equity investments. The CODM is comprised of the Company’s lead portfolio managers and internal members of the Board (including the chief executive officer), chief financial officer and chief operating officer, and the CODM assesses the performance and makes operating decisions of the Company on a consolidated basis primarily based on the Company’s net increase in stockholders’ equity resulting from operations (“GAAP net income”). In addition to numerous other factors and metrics, the CODM utilizes GAAP net income as a key metric in determining the amount of dividends to be distributed to the Company’s shareholders. As the Company’s
operations comprise of a single reporting segment, the segment assets are reflected on the accompanying consolidated balance sheet as “total assets” and the significant segment expenses are listed on the accompanying consolidated statement of operations.
Note 8: Commitments and Contingencies
In the normal course of business, the Company enters 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 may contain debt investments which are in the form of lines of credit or delayed draw commitments, which require the Company to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of December 31, 2024 and December 31, 2023, the Company had the following unfunded delayed draw term loans and revolvers:
| | | | | | | | | | | | | | |
| | Par Value as of |
| | December 31, 2024 | | December 31, 2023 |
| Unfunded delayed draw commitments | | $ | 35,950 | | | $ | 29,405 | |
| Unfunded revolving commitments | | 28,764 | | | 20,442 | |
| Total unfunded commitments | | $ | 64,714 | | | $ | 49,847 | |
From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of December 31, 2024, management is not aware of any pending or threatened material litigation.
Investor Commitments
As of December 31, 2024, the Company had $543.8 million in total capital commitments from investors, $83.5 million of which was undrawn. As of December 31, 2023, the Company had $552.0 million in total capital commitments from investors, $152.6 million of which was undrawn.
Note 9. Net Assets
Subscriptions and Drawdowns
As of December 31, 2024, December 31, 2023, and December 31, 2022, the Company had 44,724,135, 38,954,613, and 18,648,373 Shares issued and outstanding, respectively, with a par value of $0.01 per Share. The Company has entered into subscription agreements with investors providing for the private placement of the Company’s Shares. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase the Company’s Shares up to the amount of their respective capital commitment on an as-needed basis each time the Adviser delivers a drawdown notice to such investors.
The following table summarizes capital activity for the year ended December 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Shares | | Capital in Excess of Par Value | | Accumulated Net Investment Income (Loss) | | Accumulated Net Realized Gain (Loss) | | Accumulated Net Unrealized Appreciation (Depreciation) | | |
| Shares | | Amount | | | | | | Total Net Assets |
| Balance, beginning of period | 38,954,613 | | | $ | 390 | | | $ | 398,535 | | | $ | 6,522 | | | $ | 11,561 | | | $ | 3,005 | | | $ | 420,013 | |
| Common Shares issued | 5,769,522 | | | 57 | | | $ | 60,821 | | | — | | | — | | | — | | | 60,878 | |
| Distribution reinvestment | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Repurchase of Shares | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Net investment income (loss) | — | | | — | | | — | | | 39,720 | | | — | | | — | | | 39,720 | |
| Net realized gain (loss) | — | | | — | | | — | | | — | | | (11,572) | | | — | | | (11,572) | |
| Net change in unrealized appreciation (depreciation) | — | | | — | | | — | | | — | | | — | | | (2,758) | | | (2,758) | |
| Net change in unrealized currency gain (losses) on non-investment assets and liabilities | — | | | — | | | — | | | — | | | — | | | (23,652) | | | (23,652) | |
| Distributions declared | — | | | — | | | — | | | (36,582) | | | (9,757) | | | — | | | (46,339) | |
| Tax reclassification of shareholders' equity in accordance with GAAP | — | | | — | | | (73) | | | (2,482) | | | 2,555 | | | — | | | — | |
| Balance end of period | 44,724,135 | | | $ | 447 | | | $ | 459,283 | | | $ | 7,178 | | | $ | (7,213) | | | $ | (23,405) | | | $ | 436,290 | |
The following table summarizes capital activity for the year ended December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Shares | | Capital in Excess of Par Value | | Accumulated Net Investment Income (Loss) | | Accumulated Net Realized Gain (Loss) | | Accumulated Net Unrealized Appreciation (Depreciation) | | |
| Shares | | Amount | | | | | | Total Net Assets |
| Balance, beginning of period | 18,648,373 | | | $ | 186 | | | $ | 186,232 | | | $ | 539 | | | $ | — | | | $ | 808 | | | $ | 187,765 | |
| Common Shares issued | 20,306,240 | | | 204 | | | 212,724 | | | — | | | — | | | — | | | 212,928 | |
| Distribution reinvestment | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Repurchase of Shares | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Net investment income (loss) | — | | | — | | | — | | | 21,299 | | | — | | | — | | | 21,299 | |
| Net realized gain (loss) | — | | | — | | | — | | | — | | | 11,991 | | | — | | | 11,991 | |
| Net change in unrealized appreciation (depreciation) | — | | | — | | | — | | | — | | | — | | | 5,337 | | | 5,337 | |
| Net change in unrealized currency gain (losses) on non-investment assets and liabilities | — | | | — | | | — | | | — | | | — | | | (3,140) | | | (3,140) | |
| Distributions declared | — | | | — | | | — | | | (15,481) | | | (686) | | | — | | | (16,167) | |
| Tax reclassification of shareholders' equity in accordance with GAAP | — | | | — | | | (421) | | | 165 | | | 256 | | | — | | | — | |
| Balance end of period | 38,954,613 | | | $ | 390 | | | $ | 398,535 | | | $ | 6,522 | | | $ | 11,561 | | | $ | 3,005 | | | $ | 420,013 | |
The following table summarizes capital activity during the period ended December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Shares | | Capital in Excess of Par Value | | Accumulated Net Investment Income (Loss) | | Accumulated Net Realized Gain (Loss) | | Accumulated Net Unrealized Appreciation (Depreciation) | | |
| Shares | | Amount | | | | | | Total Net Assets |
| Balance, beginning of period | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| Common shares issued | 18,648,373 | | | 186 | | | 186,289 | | | — | | | — | | | — | | | 186,475 | |
| Distribution reinvestment | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Repurchase of shares | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Net investment income (loss) | — | | | — | | | — | | | (442) | | | — | | | — | | | (442) | |
| Net realized gain (loss) | — | | | — | | | — | | | — | | | 924 | | | — | | | 924 | |
| Net change in unrealized appreciation (depreciation) | — | | | — | | | — | | | — | | | — | | | 122 | | | 122 | |
| Net change in unrealized currency gain (losses) on non-investment assets and liabilities | — | | | — | | | — | | | — | | | — | | | 686 | | | 686 | |
| Distributions declared | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Tax reclassification of shareholders' equity in accordance with U.S. GAAP | — | | | — | | | (57) | | | 981 | | | (924) | | | — | | | — | |
| Balance end of period | 18,648,373 | | | $ | 186 | | | $ | 186,232 | | | $ | 539 | | | $ | — | | | $ | 808 | | | $ | 187,765 | |
The Company’s distributions are recorded on the record date. The following table summarizes distributions declared for the year ended December 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Date Declared | | Record Date | | Payment Date | | Amount Per Share (1) | | Total Distributions |
| March 6, 2024 | | March 6, 2024 | | March 22, 2024 | | $ | 0.20 | | | 7,625 | |
| May 2, 2024 | | May 8, 2024 | | May 22, 2024 | | $ | 0.25 | | | 9,769 | |
| July 30, 2024 | | June 28, 2024 | | August 16, 2024 | | $ | 0.24 | | | 9,349 | |
| November 6, 2024 | | November 7, 2024 | | November 15, 2024 | | $ | 0.47 | | | 19,596 | |
Total | | | | | | | | $ | 46,339 | |
(1) Includes capital gain distributions of $0.2329 per for share for the November 15, 2024 distribution payment.
The following table summarizes distributions declared during year ended December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Date Declared | | Record Date | | Payment Date | | Amount Per Share | | Total Distributions |
| June 2, 2023 | | June 6, 2023 | | June 8, 2023 | | $ | 0.15 | | | $ | 3,222 | |
| August 8, 2023 | | August 31, 2023 | | September 15, 2023 | | $ | 0.20 | | | 5,011 | |
| November 6, 2023 | | November 14, 2023 | | November 17, 2023 | | $ | 0.20 | | | 7,934 | |
| Total | | | | | | | | $ | 16,167 | |
There were no dividends declared for the period from December 15, 2022 (commencement of operations) to December 31, 2022.
The U.S. federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon our investment company taxable income for the full fiscal year and distributions paid during the full year.
Sources of distributions, other than net investment income and realized gains on a GAAP basis, include required adjustments to GAAP net investment income in the current period to determine taxable income available for distributions.
Note 10. Income Tax
Taxable income differs from net increase (decrease) in net assets resulting from operations primarily due to: (1) unrealized appreciation (depreciation) on investments, as gains and losses are generally not included in taxable income until they are realized; (2) the tax treatment of foreign currency forward contracts, (3) amortization of organizational costs, (4) material modifications of debt instruments, and (5) other non-deductible expenses.
The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include non-deductible expenses, among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, undistributed net investment income or undistributed net realized gains on investments, as appropriate.
As of December 31, 2024 and December 31, 2023, the Company made the following permanent book tax differences and reclasses:
| | | | | | | | | | | |
| December 31, 2024 | | December 31, 2023 |
| Paid in capital excess of par value | $ | (73) | | | $ | (421) | |
Distributable income in excess of net investment income(1) | $ | (2,482) | | | $ | 165 | |
Accumulated realized gains(1) | $ | 2,555 | | | $ | 256 | |
(1)Amounts are included in distributable earnings (accumulated loss) on the Consolidated Statements of Assets and Liabilities.
As of December 31, 2024 and December 31, 2023, the Company’s tax year end, components of distributable earnings on a tax basis are as follows:
| | | | | | | | | | | |
| December 31, 2024 | | December 31, 2023 |
| Undistributed ordinary income | $ | 6,602 | | | $ | 11,164 | |
| Net tax appreciation/(depreciation) | $ | 2,520 | | | $ | 5,459 | |
| Undistributed capital gains | $ | — | | | $ | 4,583 | |
| Accumulated capital losses | $ | (32,451) | | | $ | — | |
| Other temporary differences | $ | (111) | | | $ | (119) | |
The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax treatment of foreign currency forward contracts and material modifications of debt instruments.
For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2024 and December 31, 2023, the Company had $32.5 million and $0.0 million of capital loss carryforwards, respectively, of which $12.3 million and $0.0 million were short-term capital loss carryforwards, respectively, and $20.2 million and $0 were long-term capital loss carryforwards, respectively.
The tax character of shareholder distributions attributable for the years ended December 31, 2024 and December 31, 2023 were as follows:
| | | | | | | | | | | |
| Paid Distributions attributable to: | December 31, 2024 | | December 31, 2023 |
| Ordinary income | $ | 41,756 | | | $ | 15,755 | |
| Return of capital | — | | | — | |
| Long term gain | 4,583 | | | 411 | |
| Total taxable distributions | $ | 46,339 | | | $ | 16,166 | |
Unrealized appreciation and depreciation as of December 31, 2024 and December 31, 2023, based on cost of investments for U.S. federal income tax purposes were as follows:
| | | | | | | | | | | | | | |
| | December 31, 2024 | | December 31, 2023 |
| Gross appreciation | | $ | 3,948 | | | $ | 5,558 | |
| Gross (depreciation) | | $ | (1,428) | | | $ | (99) | |
| Net appreciation/(depreciation) | | $ | 2,520 | | | $ | 5,459 | |
| Cost | | $ | 394,804 | | | $ | 316,384 | |
Note 11. Financial Highlights
The following are financial highlights for Shares outstanding for the years ended December 31, 2024 and December 31, 2023 and for the period from December 15, 2022 (commencement of operations) to December 31, 2022:
| | | | | | | | | | | | | | | | | |
| For the Year Ended | | For the Period from December 15, 2022 (commencement of operations) to |
| December 31, 2024 | | December 31, 2023 | | December 31, 2022 |
Per Share data:(1) | | | | | |
| Net asset value, beginning of year | $ | 10.78 | | | $ | 10.07 | | | $ | — | |
Net investment income (loss) | 0.97 | | | 0.83 | | | (0.14) | |
Net realized and unrealized gains (losses) (2) | (0.83) | | | 0.46 | | | 0.21 | |
| Net increase (decrease) in net assets resulting from operations | 0.14 | | | 1.29 | | | 0.07 | |
| Impact of issuance of common stock | — | | | — | | | 10.00 | |
Shareholder distributions from income (3) | (1.16) | | | (0.58) | | | — | |
| | | | | |
| Net asset value, end of year | $ | 9.76 | | | $ | 10.78 | | | $ | 10.07 | |
| | | | | | |
Total Return (4) | (1.26) | % | | 7.05 | % | | 0.69 | % |
| | | | | | |
| Ratios and supplemental data: | | | | | |
| Net assets, end of year | $ | 436,290 | | | $ | 420,013 | | | $ | 187,765 | |
| | | | | | |
Portfolio turnover rate(5) | 29.40 | % | | 11.90 | % | | N/A |
Ratio of expenses before management and incentive fees to average net assets(6)(7) | 0.67 | % | | 1.14 | % | | 6.02 | % |
Ratio of expenses after management and incentive fees before waivers to average net assets(6)(7) | 2.62 | % | | 3.27 | % | | 6.02 | % |
Ratio of expenses after waivers to average net assets(6)(7) | 2.53 | % | | 2.90 | % | | 6.02 | % |
Net investment income (loss) to average net assets before waivers(6)(7) | 9.18 | % | | 7.62 | % | | (6.02) | % |
Net investment income (loss) to average net assets after waivers(6)(7) | 9.27 | % | | 7.99 | % | | (6.02) | % |
(1)The per Share data was derived by using the weighted average Shares outstanding during the period.
(2)The amount shown for a Share outstanding may not correspond with the aggregate realized and unrealized gain (loss) on investments for the period due to the timing of capital share transactions of fund Shares in relation to fluctuating market values of investments of the Company.
(3)The per Share data for distributions was derived by using the actual Shares outstanding at the date of the relevant transactions.
(4)For the year ended December 31, 2024, total return based on net asset value is calculated as the change in net asset value per share during the period, assuming quarterly distributions that have been declared are reinvested on the effects of the performance of the Company based on the NAV at the end of the previous quarter. For the year ended December 31, 2023 and for the period ended December 31, 2022, total return based on net asset value is calculated as the change in net asset value per share during the period. Total return has not been annualized.
(5)Portfolio turnover rate is calculated using the lesser of year-to-date sales and year-to-date purchases over the average of the investments assets at fair value for the period reported.
(6)Annualized.
(7)The Advisor has agreed to waive income incentive fee in accordance with the annual Operating Expense Cap overage.
Note 12. Subsequent Events
The Company’s management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. Other than as disclosed below, there have been no subsequent events that occurred during such period that would require disclosure in this Form 10-K or would be required to be recognized in the consolidated financial statements as of and for the year ended December 31, 2024.
On March 4, 2025, the Company declared a distribution of $0.23 per Share, all of which is payable on March 14, 2025 to Members of record as of March 5, 2025.
Item 15. Exhibits
The following documents are filed as part of this Annual Report:
1.Consolidated Financial Statements - Financial statements are included in Item 8. See the Index to the Consolidated Financial Statements included in this Annual Report on Form 10-K.
2.Financial Statement Schedules - None. We have omitted financial statement schedules because they are not required or are not applicable, or the required information is shown in the consolidated statements or notes to the consolidated financial statements included in this Annual Report on Form 10-K.
3.Exhibits - The following is a list of all exhibits filed as a part of this Annual Report on Form 10-K, including those incorporated by reference.
Please note that the agreements included as exhibits to this Form 10-K are included to provide information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement that have been made solely for the benefit of the other parties to the applicable agreement and may not describe the actual state of affairs as of the date they were made or at any other time.
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
| | | | | |
Exhibit Number | Description of Exhibits |
| Amended and Restated LLC Agreement (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 (File No. 000-56496)) |
| First Amendment to the Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 000-56496) |
| 4.1 | |
| Investment Advisory Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 10 (File No. 000-56496) |
| Administration Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10 (File No. 000-56496) |
| Form of Subscription Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form 10 (File No. 000-56496) |
| Custody Agreements (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form 10 (File No. 000-56496) |
| 12.1 | |
| 14.1 | |
| 19.1 | |
| 24.1 | Power of Attorney (incorporated by reference to Exhibit 24.1 to the Company’s Annual Report on Form 10-K (File No. 814-01586) |
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| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Filed herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | |
| OHA SENIOR PRIVATE LENDING FUND (U) LLC |
| |
Date: August 7, 2025 | /s/ Eric Muller |
| Eric Muller |
| Chief Executive Officer |
| |
Date: August 7, 2025 | /s/ Thomas Hansen |
| Thomas Hansen |
| Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
| | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Name | Title | Date |
| | | | | | |
/s/ Eric Muller | Chief Executive Officer and Member | August 7, 2025 |
Eric Muller | | |
| | |
/s/ Thomas Hansen | Chief Financial Officer and Principal Accounting Officer | August 7, 2025 |
| Thomas Hansen | | |
| | |
/s/ Kathleen M. Burke* | Member | August 7, 2025 |
Kathleen M. Burke* | | |
| | |
/s/ Mark Manoff* | Member | August 7, 2025 |
Mark Manoff* | | |
| | |
/s/ Jonathan Morgan* | Member | August 7, 2025 |
Jonathan Morgan* | | |
| | |
/s/ Alan M. Schrager | Chairman of the Board and Member | August 7, 2025 |
Alan M. Schrager | | |
| | |
*By: Grove Stafford | | |
Chief Compliance Officer and Secretary | | |
As Agent or Attorney-in-Fact | | |