Published: 2025-02-10 16:06:35 ET

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2024

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER: 814-00891

PENNANTPARK FLOATING RATE CAPITAL LTD.

(Exact name of registrant as specified in its charter)

MARYLAND		27-3794690
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1691 Michigan Avenue Miami Beach, Florida		33139
(Address of principal executive offices)		(Zip Code)

(786) 297-9500

(Registrant’s Telephone Number, Including Area Code)

 

None

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	PFLT	The New York Stock Exchange

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☑		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of February 10, 2025 was 87,955,896.

 

 

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PENNANTPARK FLOATING RATE CAPITAL LTD.

FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2024

TABLE OF CONTENTS

PART I. CONSOLIDATED FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Statements of Assets and Liabilities as of December 31, 2024 (unaudited) and September 30, 2024		4
Consolidated Statements of Operations for the three months ended December 31, 2024 and 2023 (unaudited)		5
Consolidated Statements of Changes in Net Assets for the three months ended December 31, 2024 and 2023 (unaudited)		6
Consolidated Statements of Cash Flows for the three months ended December 31, 2024 and 2023 (unaudited)		7
Consolidated Schedules of Investments as of December 31, 2024 (unaudited) and September 30, 2024		8
Notes to Consolidated Financial Statements (unaudited)		24
Report of Independent Registered Public Accounting Firm (PCAOB ID 49)		47
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		49
Item 3. Quantitative and Qualitative Disclosures About Market Risk		66
Item 4. Controls and Procedures		66
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		67
Item 1A. Risk Factors		67
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		68
Item 3. Defaults Upon Senior Securities		68
Item 4. Mine Safety Disclosures		68
Item 5. Other Information		68
Item 6. Exhibits		69
SIGNATURES		70

 

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PART I—CONSOLIDATED FINANCIAL INFORMATION

We are filing this Quarterly Report on Form 10-Q, or the Report, in compliance with Rule 13a-13 as promulgated by the Securities and Exchange Commission, or the SEC, under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In this Report, except where the context suggests otherwise, the terms “Company,” “we,” “our” or “us” refers to PennantPark Floating Rate Capital Ltd. and its wholly-owned consolidated subsidiaries; “Funding I” refers to PennantPark Floating Rate Funding I, LLC; “Taxable Subsidiary” refers to collectively our consolidated subsidiaries PFLT Investment Holdings II, LLC and PFLT Investment Holdings, LLC; “PSSL” refers to PennantPark Senior Secured Loan Fund I LLC, an unconsolidated joint venture; “PTSF” refers to PennantPark-TSO Senior Loan Fund, LP, an unconsolidated limited partnership; “PennantPark Investment Advisers” or “Investment Adviser” refer to PennantPark Investment Advisers, LLC; “PennantPark Investment Administration” or “Administrator” refers to PennantPark Investment Administration, LLC; “2023 Notes” refers to our 4.3% Series A notes due 2023; “2026 Notes” refers to our 4.25% Notes due 2026; “1940 Act” refers to the Investment Company Act of 1940, as amended; “SBCAA” refers to the Small Business Credit Availability Act; “Code” refers to the Internal Revenue Code of 1986, as amended; “RIC” refers to a regulated investment company under the Code; “BDC” refers to a business development company under the 1940 Act; “Credit Facility” refers to our multi-currency senior secured revolving credit facility, as amended from time to time, with Truist Bank and other lenders, or the “Lenders,” entered into on August 12, 2021; “Securitization Issuer” refers to PennantPark CLO I, Ltd.; “Securitization Issuers” refers to the Securitization Issuer and PennantPark CLO I, LLC; “Debt Securitization” refers to the $301.4 million term debt securitization completed by the Securitization Issuers; “2031 Asset-Backed Debt” refers to (i) the issuance of the Class A-1 Senior Secured Floating Rate Notes due 2031, the Class A-2 Senior Secured Fixed Rate Notes due 2031, the Class B-1 Senior Secured Floating Rate Notes due 2031, the Class B-2 Senior Secured Fixed Rate Notes due 2031, the Class C-1 Secured Deferrable Floating Rate Notes due 2031, the Class C-2 Notes Secured Deferrable Fixed Rate Notes due 2031, and the Class D Secured Deferrable Floating Notes due 2031 and (ii) the borrowing of the Class A‑1 Senior Secured Floating Rate Notes due 2031 by the Securitization Issuers in connection with the Debt Securitization; and “Depositor” refers to PennantPark CLO I Depositor, LLC. 2036 Securitization Issuer refers to PennantPark CLO VIII, LLC; “2036-Debt Securitization” refers to the $350.6 million term debt securitization completed by the "2036 Securitization Issuers"; “2036 Asset-Backed Debt” refers to the issuance of the AAA(sf) Class A-1 Notes, AAA(sf) Class A-2 Notes, AA(sf) Class B Notes, A(sf) Class C Notes, BBB-(sf) Class D Notes, and the borrowing issuance of AAA(sf) Class A-1 floating rate loans. (the "Class A-1 Loans" with the 2036-Secured Notes.); “2036-R Securitization Issuers” refers to Securitization Issuer and PennantPark CLO I LLC; “2036-R Indenture” refers to that certain indenture, dated September 19, 2019, by and among the 2036-R Securitization Issuers and U.S. Bank Trust Company, National Association, as amended by the second supplemental indenture, dated June 25, 2024; “2036-R Asset-Backed Debt” refers to the issuance by the 2036-R Securitization Issuers of the following classes of notes pursuant the 2036-R Indenture (i) $203 million of A-1-R Notes, which bear interest at the three-month secured overnight financing rate (“SOFR”) plus 1.75%, (ii) $10.5 million of A-2-R Notes, which bear interest at three-month SOFR plus 1.90%, (iii) $12 million of Class B-R Notes, which bear interest at three-month SOFR plus 2.05%, (iv) $28 million of C-R Notes, which bear interest at three-month SOFR plus 2.75% and (v) $21 million of D-R Notes, which bear interest at three-month SOFR plus 4.30% (collectively, the “Secured Notes”), (B) the issuance by a 2036-R Securitization Issuer of $64 million of subordinated notes pursuant to the 2036-R Indenture (the “Subordinated Notes”) and (C) the borrowing by the Securitization Issuer of $12.5 million of Class B-R Loans, which bear interest at three-month SOFR plus 2.05% (the “Class B-R Loans”). References to our portfolio, our investments, our multi-currency, senior secured revolving credit facility, as amended and restated, or the Credit Facility, and our business include investments we make through our subsidiaries.

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Item 1. Consolidated Financial Statements

 

PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(in thousands, except share and per share data)

 

		December 31, 2024				September 30, 2024
		(unaudited)
Assets
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost— $1,894,793  and $1,622,669, respectively)		$	1,907,349			$	1,632,269
Controlled, affiliated investments (amortized cost— $339,500  and $372,271, respectively)			286,561				351,235
Total investments (amortized cost— $2,234,293 and $1,994,940, respectively)			2,193,910				1,983,504
Cash and cash equivalents (cost— $102,273 and $112,046, respectively)			102,262				112,050
Interest receivable			13,024				12,167
Receivables from investments sold			29,090				—
Distributions receivable			577				635
Due from affiliates			312				291
Prepaid expenses and other assets			5,026				198
Total assets			2,344,201				2,108,845
Liabilities
Credit Facility payable, at fair value (cost— $608,855 and $443,855, respectively)			608,791				443,880
2026 Notes payable, net (par—$185,000)			184,026				183,832
2036 Asset-Backed Debt, net (par—$287,000)			284,222				284,086
2036-R Asset-Backed Debt, net (par— $266,000)			265,268				265,235
Payable for investments purchased			471				20,363
Interest payable on debt			13,318				14,645
Distributions payable			8,698				7,834
Base management fee payable			5,264				4,588
Incentive fee payable			7,492				3,189
Accounts payable and accrued expenses			2,920				2,187
Deferred tax liability			1,080				1,712
Total liabilities			1,381,550				1,231,551
Commitments and contingencies (See Note 12)
Net assets
Common stock, 84,855,896 and 77,579,896 shares issued and outstanding, respectively    Par value $0.001 per share and 200,000,000 shares authorized			85				78
Paid-in capital in excess of par value			1,058,949				976,744
Accumulated deficit			(96,383	)			(99,528	)
Total net assets		$	962,651			$	877,294
Total liabilities and net assets		$	2,344,201			$	2,108,845
Net asset value per share		$	11.34			$	11.31

 

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PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)

 

		Three Months Ended December 31,
		2024				2023
Investment income:
From non-controlled, non-affiliated investments:
Interest		$	47,463			$	23,768
Dividend			577				508
Other income			1,480				1,763
From controlled, affiliated investments:
Interest			12,808				8,434
Dividend			4,375				3,500
Other income			306				—
Total investment income			67,009				37,973
Expenses:
Interest and expenses on debt			22,361				8,942
Performance-based incentive fee			7,492				4,863
Base management fee			5,264				2,951
General and administrative expenses			1,200				988
Administrative services expenses			500				626
Expenses before provision for taxes and financing costs			36,817				18,370
Provision for taxes on net investment income			225				154
Total expenses			37,042				18,524
Net investment income			29,967				19,449
Realized and unrealized gain (loss) on investments and debt:
Net realized gain (loss) on:
Non-controlled, non-affiliated investments			1,181				(3,089	)
Non-controlled and controlled, affiliated investments			25,493				—
Provision for taxes on realized gain on investments			(73	)			—
Net realized gain (loss) on investments			26,601				(3,089	)
Net change in unrealized appreciation (depreciation) on:
Non-controlled, non-affiliated investments			2,943				5,228
Controlled and non-controlled, affiliated investments			(31,904	)			943
Provision for taxes on unrealized appreciation (depreciation) on investments			632				—
Debt appreciation (depreciation)			90				(62	)
Net change in unrealized appreciation (depreciation) on investments and debt			(28,239	)			6,109
Net realized and unrealized gain (loss) from investments and debt			(1,638	)			3,020
Net increase (decrease) in net assets resulting from operations		$	28,329			$	22,469
Net increase (decrease) in net assets resulting from operations per common share (See Note 7)		$	0.35			$	0.38
Net investment income per common share		$	0.37			$	0.33

 

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PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(in thousands, except share issue data)

(Unaudited)

 

		Three Months Ended December 31,
		2024				2023
Net increase (decrease) in net assets from operations:
Net investment income		$	29,967			$	19,449
Net realized gain (loss) on investments			26,674				(3,089	)
Net change in unrealized appreciation (depreciation) on investments			(28,961	)			6,171
Net change in provision for taxes on realized and unrealized appreciation (depreciation) on investments			559				—
Net change in unrealized appreciation (depreciation) on debt			90				(62	)
Net increase (decrease) in net assets resulting from operations			28,329				22,469
Distributions to stockholders:
Distribution of net investment income			(25,181	)			(18,061	)
Total distributions to stockholders			(25,181	)			(18,061	)
Capital transactions
Public offering			82,708				—
Offering costs			(499	)			—
Net increase in net assets resulting from capital transactions			82,209				—
Net increase (decrease) in net assets			85,357				4,408
Net assets:
Beginning of period			877,294				653,605
End of period		$	962,651			$	658,013
Capital share activity:
Shares issued from public offering			7,276,000				—

 

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PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

 

		Three months ended December 31,
		2024				2023
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations		$	28,329			$	22,469
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash    provided by (used in) operating activities:
Net change in unrealized (appreciation) depreciation on investments			28,961				(6,171	)
Net change in unrealized appreciation (depreciation) on debt			(90	)			62
Net realized (gain) loss on investments			(26,674	)			3,089
Net accretion of discount and amortization of premium			(5,687	)			(1,026	)
Purchases of investments			(606,916	)			(302,598	)
Payment-in-kind interest			(1,378	)			(867	)
Proceeds from dispositions of investments			401,300				103,803
Amortization of deferred financing costs			362				352
(Increase) decrease in:
Interest receivable			(857	)			(1,213	)
Distribution receivable			58				57
Receivable for investments sold			(29,090	)			—
Prepaid expenses and other assets			(4,828	)			874
Due from affiliate			(21	)			(142	)
Increase (decrease) in:
Payable for investments purchased			(19,892	)			673
Interest payable on debt			(1,327	)			(2,095	)
Base management fee payable			676				192
Incentive fee payable			4,303				235
Deferred tax liability			(632	)			—
Due to affiliates			—				(74	)
Account payable and accrued expenses			733				459
Net cash provided by (used in) operating activities			(232,670	)			(181,921	)
Cash flows from financing activities:
Proceeds from public offering			82,708				—
Offering costs			(496	)			—
Distributions paid to stockholders			(24,317	)			(18,061	)
Repayment of 2023 notes payable			—				(76,219	)
Borrowings under Credit Facility			165,001				251,455
Net cash provided by (used in) financing activities			222,896				157,175
Net increase (decrease) in cash and cash equivalents			(9,774	)			(24,746	)
Effect of exchange rate changes on cash			(14	)			17
Cash and cash equivalents, beginning of period			112,050				100,555
Cash and cash equivalents, end of period		$	102,262			$	75,826
Supplemental disclosures:
Interest paid		$	23,326			$	10,685
Taxes paid		$	—			$	160
Non-cash exchanges and conversions		$	—			$	5,067

 

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Issuer Name		Maturity		Industry		Current Coupon				Basis Point Spread Above Index (1)				Par / Shares				Cost				Fair Value (2)
Investments in Non-Controlled, Non-Affiliated Portfolio Companies - 198.1% (3), (4)
First Lien Secured Debt - 179.3%
A1 Garage Merger Sub, LLC		12/22/2028		Commercial Services & Supplies			9.11	%		3M SOFR+475					1,575			$	1,557			$	1,575
A1 Garage Merger Sub, LLC - Unfunded Term Loan (8)		12/22/2028		Commercial Services & Supplies			—				—				453				—				7
A1 Garage Merger Sub, LLC (Revolver) (6), (8)		12/22/2028		Commercial Services & Supplies			—				—				748				—				—
ACP Avenu Buyer, LLC		10/02/2029		IT Services			9.84	%		3M SOFR+525					14,086				13,877				13,698
ACP Avenu Buyer, LLC - Unfunded Term Loan (8)		04/02/2025		IT Services			—				—				5,621				—				(77	)
ACP Avenu Buyer, LLC - Funded Revolver		10/02/2029		IT Services			9.84	%		3M SOFR+525					847				847				824
ACP Avenu Buyer, LLC (Revolver) (6), (8)		10/02/2029		IT Services			—				—				2,960				—				(81	)
ACP Falcon Buyer, LLC (Revolver) (6), (8)		08/01/2029		Professional Services			—				—				3,096				—				—
Ad.net Acquisition, LLC		05/06/2026		Media			10.59	%		3M SOFR+626					4,825				4,799				4,825
Ad.net Acquisition, LLC - Funded Revolver		05/06/2026		Media			10.59	%		3M SOFR+626					818				818				818
Ad.net Acquisition, LLC (Revolver) (6), (8)		05/06/2026		Media			—				—				426				—				—
Aechelon Technology, Inc.		08/16/2029		Aerospace and Defense			11.86	%		3M SOFR+750					13,860				13,728				13,860
Aechelon Technology, Inc. - Unfunded Revolver (8)		08/16/2029		Aerospace and Defense			—				—				3,104				—				—
AFC Dell Holding Corp.		04/09/2027		Distributors			10.04	%		3M SOFR+550					27,427				27,359				27,427
AFC Dell Holding Corp. - Unfunded Term Loan (8)		04/09/2027		Distributors			—				—				7,460				—				—
Amsive Holding Corporation (f/k/a Vision Purchaser Corporation)		06/10/2025		Media			10.75	%		3M SOFR+650					13,777				13,746				13,639
Anteriad, LLC (f/k/a MeritDirect, LLC)		06/30/2026		Media			10.23	%		3M SOFR+590					12,809				12,666				12,809
Anteriad, LLC (f/k/a MeritDirect, LLC) - Incremental Term Loan		06/30/2026		Media			10.23	%		3M SOFR+590					2,070				2,057				2,070
Anteriad, LLC (f/k/a MeritDirect, LLC) (Revolver) (6)		06/30/2026		Media			10.19	%		3M SOFR+585					820				820				820
Anteriad, LLC (f/k/a MeritDirect, LLC) - (Revolver) (8)		06/30/2026		Media			—				—				2,050				—				—
Applied Technical Services, LLC		12/29/2026		Commercial Services & Supplies			10.23	%		3M SOFR+590					12,565				12,470				12,411
Applied Technical Services, LLC - Unfunded Term Loan (8)		07/17/2025		Commercial Services & Supplies			—				—				3,990				—				(10	)
Applied Technical Services, LLC (Revolver)		12/29/2026		Commercial Services & Supplies			12.75	%		3M SOFR+475					2,031				2,031				2,006
Applied Technical Services, LLC (Revolver) (6), (8)		12/29/2026		Commercial Services & Supplies			—				—				262				—				(3	)
Arcfield Acquisition Corp. (Revolver)		10/28/2031		Aerospace and Defense			9.17	%		1M SOFR+500					19,540				19,517				19,491
Arcfield Acquisition Corp. (Revolver) (6), (8)		10/28/2031		Aerospace and Defense			—				—				2,874				—				(7	)
Archer Lewis, LLC		08/28/2029		Healthcare Technology			10.08	%		3M SOFR+575					20,281				20,087				20,078
Archer Lewis, LLC - Unfunded Term Loan A (8)		08/28/2025		Healthcare Technology			—				—				4,648				—				—
Archer Lewis, LLC - Unfunded Term Loan B (8)		08/28/2026		Healthcare Technology			—				—				21,267				—				—
Archer Lewis, LLC - Unfunded Revolver (8)		08/28/2029		Healthcare Technology			—				—				3,252				—				(33	)
ARGANO, LLC		09/13/2029		Business Services			10.15	%		3M SOFR+575					25,704				25,452				25,447
ARGANO, LLC - Unfunded Term Loan (8)		03/13/2025		Business Services			—				—				8,907				—				—
ARGANO, LLC – Unfunded Revolver (8)		09/13/2029		Business Services			—				—				1,421				—				(14	)
Azureon, LLC		06/26/2029		Diversified Consumer Services			10.20	%		3M SOFR+575					11,609				11,460				11,354
Azureon, LLC - Unfunded Term Loan (8)		06/26/2026		Diversified Consumer Services			—				—				10,359				—				(124	)
Azureon, LLC - Unfunded Revolver (8)		06/26/2029		Diversified Consumer Services			—				—				2,580				—				(57	)
Beacon Behavioral Support Service, LLC		06/21/2029		Healthcare Providers and Services			9.83	%		3M SOFR+550					32,530				32,133				32,042
						(PIK 15.00%)
Beacon Behavioral Support Service, LLC - Unfunded Term Loan (8)		12/21/2025		Healthcare Providers and Services			—				—				12,415				—				(62	)
Beacon Behavioral Support Service, LLC - Unfunded Revolver (8)		06/21/2029		Healthcare Providers and Services			—				—				2,104				—				(32	)
Best Practice Associates, LLC		11/08/2029		Aerospace and Defense			11.08	%		3M SOFR+675					64,278				63,324				63,314
Best Practice Associates, LLC - Unfunded Revolver (8)		11/08/2029		Aerospace and Defense			—				—				5,732				—				(86	)
Beta Plus Technologies, Inc.		07/01/2029		Internet Software and Services			10.08	%		1M SOFR+575					19,756				19,183				19,212
Big Top Holdings, LLC		02/28/2030		Construction & Engineering			10.11	%		1M SOFR+575					29,602				29,120				29,602
Big Top Holdings, LLC - (Revolver) (8)		02/28/2030		Construction & Engineering			—				—				4,479				—				—
BioDerm, Inc. (Revolver)		01/31/2028		Healthcare Equipment and Supplies			11.03	%		1M SOFR+650					964				964				952
BioDerm, Inc. (Revolver) (6), (8)		01/31/2028		Healthcare Equipment and Supplies			—				—				107				—				(1	)
Blackhawk Industrial Distribution, Inc.		09/17/2026		Distributors			9.73	%		3M SOFR+540					8,199				8,146				8,057
Blackhawk Industrial Distribution, Inc. - Unfunded Term Loan (8)		09/17/2026		Distributors			—				—				1,893				—				(14	)
Blackhawk Industrial Distribution, Inc. (Revolver) (6)		09/17/2026		Distributors			11.04	%		3M SOFR+640					679				679				668
Blackhawk Industrial Distribution, Inc. (8)		09/17/2026		Distributors			—				—				3,203				—				(55	)
BLC Holding Company, Inc.		11/20/2030		Business Services			9.28	%		3M SOFR+475					25,027				24,845				24,839
BLC Holding Company, Inc. - Unfunded Term Loan (8)		11/20/2026		Business Services			—				—				14,293				—				—
BLC Holding Company, Inc. - Unfunded Revolver (8)		11/20/2030		Business Services			—				—				4,398				—				—

---

Issuer Name		Maturity		Industry		Current Coupon				Basis Point Spread Above Index (1)				Par / Shares				Cost				Fair Value (2)
Boss Industries, LLC		12/27/2030		Independent Power and Renewable Electricity Producers			9.33	%		3M SOFR+500					23,100				22,928				22,927
Boss Industries, LLC - Funded Revolver		12/27/2030		Independent Power and Renewable Electricity Producers			9.33	%		3M SOFR+500					549				549				549
Boss Industries, LLC - Unfunded Revolver (8)		12/27/2030		Independent Power and Renewable Electricity Producers			—				—				2,195				—				—
BlueHalo Financing Holdings, LLC		10/31/2025		Aerospace and Defense			10.33	%		3M SOFR+600					9,170				9,135				9,124
Burgess Point Purchaser Corporation		07/25/2029		Auto Components			9.68	%		3M SOFR+535					14,924				14,209				13,217
By Light Professional IT Services, LLC		05/16/2025		High Tech Industries			11.31	%		3M SOFR+698					46,448				46,378				46,448
By Light Professional IT Services, LLC (Revolver) (6), (8)		05/16/2025		High Tech Industries			—				—				5,831				—				—
Carisk Buyer, Inc.		12/01/2029		Healthcare Technology			9.58	%		3M SOFR+525					7,453				7,370				7,341
Carisk Buyer, Inc. - Unfunded Term Loan (8)		12/01/2029		Healthcare Technology			—				—				7,868				—				(47	)
Carisk Buyer, Inc. (Revolver) (6), (8)		12/01/2029		Healthcare Technology			—				—				1,750				—				(26	)
Carnegie Dartlet, LLC		02/07/2030		Professional Services			9.86	%		3M SOFR+550					29,775				29,350				29,328
Carnegie Dartlet, LLC - Unfunded Term Loan (8)		02/07/2026		Professional Services			—				—				16,214				—				(81	)
Carnegie Dartlet, LLC - Funded Revolver		02/07/2030		Professional Services			9.86	%		3M SOFR+550					324				324				319
Carnegie Dartlet, LLC - (Revolver) (8)		02/07/2030		Professional Services			—				—				5,080				—				(76	)
Cartessa Aesthetics, LLC		06/14/2028		Distributors			10.08	%		3M SOFR+575					12,911				12,782				12,911
Cartessa Aesthetics, LLC (Revolver) (6)		06/14/2028		Distributors			10.08	%		1M SOFR+575					511				511				511
Cartessa Aesthetics, LLC (Revolver) (6), (8)		06/14/2028		Distributors			—				—				927				—				—
Case Works, LLC		10/01/2029		Professional Services			9.59	%		3M SOFR+525					18,772				18,612				18,622
Case Works, LLC - Unfunded Term Loan (8)		10/01/2025		Professional Services			—				—				1,854				—				1
Case Works - Funded Revolver		10/01/2029		Professional Services			9.65	%		3M SOFR+525					1,643				1,643				1,630
Case Works - Unfunded Revolver (8)		10/01/2029		Professional Services			—				—				2,465				—				(20	)
CF512, Inc.		08/20/2026		Media			10.69	%		3M SOFR+619					5,728				5,701				5,642
CF512, Inc.(Revolver) (6), (8)		08/20/2026		Media			—				—				955				—				(14	)
CJX Borrower, LLC		07/13/2027		Media			10.39	%		3M SOFR+576					4,515				4,469				4,515
CJX Borrower , LLC - Unfunded Term Loan (8)		07/13/2027		Media			—				—				666				—				3
CJX Borrower, LLC - Funded Revolver		07/13/2027		Media			10.19	%		3M SOFR+576					331				331				331
CJX Borrower , LLC - Unfunded Revolver (8)		07/13/2027		Media			—				—				904				—				—
Compex Legal Services, Inc.		02/09/2026		Professional Services			9.95	%		3M SOFR+545					8,810				8,793				8,810
Compex Legal Services, Inc. (Revolver)		02/07/2025		Professional Services			10.14	%		3M SOFR+555					703				703				703
Compex Legal Services, Inc. (Revolver) (6), (8)		02/07/2025		Professional Services			—				—				703				—				—
Confluent Health, LLC		11/30/2028		Healthcare Providers and Services			9.36	%		3M SOFR+500					6,948				6,762				6,600
Crane 1 Services, Inc.		08/16/2027		Commercial Services & Supplies			10.22	%		3M SOFR+586					4,264				4,217				4,232
Crane 1 Services, Inc. (Revolver) (6), (8)		08/16/2027		Commercial Services & Supplies			—				—				502				—				(4	)
C5MI Holdco, LLC		07/31/2030		IT Services			10.33	%		3M SOFR+600					28,928				28,511				28,494
C5MI Holdco, LLC. - Funded Revolver		07/31/2030		IT Services			10.33	%		3M SOFR+600					1,515				1,515				1,493
C5MI Holdco, LLC. - Unfunded Revolver (8)		07/31/2030		IT Services			—				—				7,577				—				(114	)
DRI Holding Inc.		12/21/2028		Media			9.71	%		3M SOFR+535					6,107				5,936				5,924
Dr. Squatch, LLC		08/31/2027		Personal Products			9.68	%		3M SOFR+535					16,828				16,677				16,828
Dr. Squatch, LLC (Revolver) (6), (8)		08/31/2027		Personal Products			—				—				3,353				—				—
DRS Holdings III, Inc.		11/03/2025		Chemicals, Plastics and Rubber			10.71	%		3M SOFR+635					15,435				15,384				15,373
DRS Holdings III, Inc. (Revolver) (6), (8)		11/03/2025		Personal Products			—				—				1,426				—				(6	)
Duggal Acquisition, LLC		09/30/2030		Marketing Services			9.08	%		3M SOFR+475					10,295				10,194				10,192
Duggal Acquisition, LLC - Unfunded Term Loan (8)		09/30/2026		Marketing Services			—				—				4,470				—				—
DUGGAL Acquisition, LLC - Funded Revolver		09/30/2030		Marketing Services			9.08	%		3M SOFR+475					1,121				1,121				1,110
Duggal Acquisition, LLC - Unfunded Revolver (8)		09/30/2030		Marketing Services			—				—				4,484				—				(45	)
Dynata, LLC - First-Out Term Loan		10/16/2028		Business Services			9.79	%		3M SOFR+526					1,851				1,728				1,851
Dynata, LLC - Last-Out Term Loan		10/15/2028		Business Services			10.29	%		3M SOFR+576					11,486				11,486				10,653
Emergency Care Partners, LLC		10/18/2027		Healthcare Providers and Services			10.13	%		3M SOFR+550					13,736				13,638				13,633
Emergency Care Partners, LLC - Unfunded Term Loan (8)		04/18/2026		Healthcare Providers and Services			—				—				6,172				—				(46	)
Emergency Care Partners, LLC - Unfunded Revolver (8)		10/18/2027		Healthcare Providers and Services			—				—				1,810				—				(14	)
EDS Buyer, LLC		01/10/2029		Electronic Equipment, Instruments, and Components			10.08	%		3M SOFR+575					10,646				10,524				10,566
EDS Buyer, LLC. (Revolver) (6), (8)		01/10/2029		Electronic Equipment, Instruments, and Components			—				—				2,298				—				(17	)

---

Issuer Name		Maturity		Industry		Current Coupon				Basis Point Spread Above Index (1)				Par / Shares				Cost				Fair Value (2)
Efficient Collaborative Retail Marketing Company, LLC		06/15/2025		Media: Diversified and Production			12.09	%		3M SOFR+776					8,207				8,228				6,566
						(PIK 1.50%)
ETE Intermediate II, LLC - Funded Revolver		05/25/2029		Diversified Consumer Services			10.83	%		3M SOFR+650					1,436				1,436				1,436
ETE Intermediate II, LLC - Unfunded Revolver (8)		05/25/2029		Diversified Consumer Services			—				—				994				—				—
Events Buyer, LLC		12/17/2029		Event Services			10.10	%		3M SOFR+575					11,380				11,268				11,266
Events Buyer, LLC- Unfunded Term Loan A (8)		06/17/2025		Event Services			—				—				10,358				—				—
Events Buyer, LLC- Unfunded Term Loan B (8)		12/17/2026		Event Services			—				—				9,865				—				—
Events Buyer, LLC - Unfunded Revolver (8)		12/17/2029		Event Services			—				—				2,466				—				—
Eval Home Health Solutions Intermediate, LLC		05/10/2030		Healthcare, Education and Childcare			10.11	%		3M SOFR+575					14,455				14,242				14,311
Eval Home Health Solutions Intermediate, LLC - Unfunded Revolver (8)		05/10/2030		Healthcare, Education and Childcare			—				—				2,640				—				(26	)
Exigo Intermediate II, LLC (Revolver) (8)		03/15/2027		Software			—				—				689				—				—
Fairbanks Morse Defense		06/23/2028		Aerospace and Defense			9.05	%		3M SOFR+450					992				988				997
Five Star Buyer, Inc.		02/23/2028		Hotels, Restaurants and Leisure			11.44	%		3M SOFR+710					4,437				4,377				4,403
Five Star Buyer, Inc. (Revolver) (8)		02/23/2028		Hotels, Restaurants and Leisure			—				—				741				—				(6	)
Gauge ETE Blocker, LLC - Promissory Note		05/19/2029		Diversified Consumer Services			12.56	%			—				215				215				215
GGG MIDCO, LLC		09/27/2030		Diversified Consumer Services			9.33	%		3M SOFR+500					25,704				25,456				25,447
GGG MIDCO, LLC - Unfunded Term Loan (8)		03/27/2026		Diversified Consumer Services			—				—				14,460				—				—
GGG MIDCO, LLC – Unfunded Revolver (8)		09/27/2030		Diversified Consumer Services			—				—				1,311				—				(13	)
Global Holdings InterCo LLC		03/16/2026		Diversified Financial Services			9.98	%		3M SOFR+560					4,882				4,832				4,686
Graffiti Buyer, Inc.		08/10/2027		Trading Companies & Distributors			10.12	%		3M SOFR+560					1,347				1,338				1,327
Graffiti Buyer, Inc. - Unfunded Term Loan (8)		08/10/2027		Trading Companies & Distributors			—				—				984				—				(7	)
Graffiti Buyer, Inc. (Revolver)		08/10/2027		Trading Companies & Distributors			10.12	%		3M SOFR+560					548				548				539
Graffiti Buyer, Inc. (Revolver) (6), (8)		08/10/2027		Trading Companies & Distributors			—				—				317				—				(5	)
Hancock Roofing and Construction L.L.C.		12/31/2026		Insurance			9.93	%		3M SOFR+560					3,993				3,952				3,993
Hancock Roofing and Construction L.L.C. (Revolver) (6)		12/31/2026		Insurance			9.96	%		3M SOFR+560					680				680				680
Hancock Roofing and Construction L.L.C. (Revolver) (6), (8)		12/31/2026		Insurance			—				—				70				—				—
Harris & Co. LLC		08/09/2030		Professional Services			9.36	%		3M SOFR+500					28,062				27,825				28,062
Harris & Co. LLC. - Unfunded Term Loan A (8)		02/09/2025		Professional Services			—				—				23,273				—				204
Harris & Co. LLC. - Unfunded Term Loan B (8)		02/09/2026		Professional Services			—				—				50,296				—				440
Harris & Co. LLC - Funded Revolver		08/09/2030		Professional Services			9.36	%		3M SOFR+500					1,110				1,110				1,110
Harris & Co. LLC - Unfunded Revolver (8)		08/09/2030		Professional Services			—				—				6,290				—				—
HEC Purchaser Corp.		06/17/2029		Healthcare, Education and Childcare			9.75	%		3M SOFR+550					9,627				9,518				9,588
Hills Distribution Inc.		11/08/2029		Distributors			10.49	%		3M SOFR+600					17,219				17,016				17,047
Hills Distribution Inc. - Unfunded Term Loan (8)		11/07/2025		Distributors			—				—				1,514				—				—
HW Holdco, LLC		05/10/2026		Media			10.23	%		1M SOFR+590					10,410				10,380				10,410
HW Holdco, LLC (Revolver) (6), (8)		05/10/2026		Media			—				—				1,452				—				—
IG Investments Holdings, LLC (6)		09/22/2028		Professional Services			9.57	%		3M SOFR+500					4,487				4,434				4,454
IG Investments Holdings, LLC (Revolver) (6), (8)		09/22/2028		Professional Services			—				—				722				—				(5	)
Imagine Acquisitionco, LLC - Funded Revolver		11/16/2027		Software			9.55	%		3M SOFR+510					60				60				59
Imagine Acquisitionco, LLC (Revolver) (8)		11/16/2027		Software			—				—				1,133				—				(3	)
Infinity Home Services Holdco, Inc.		12/28/2028		Commercial Services & Supplies			9.83	%		3M SOFR+550					9,404				9,331				9,401
Infinity Home Services Holdco, Inc. (CAD)		12/28/2028		Commercial Services & Supplies			9.83	%		3M SOFR+550					1,717				1,238				1,194
Infinity Home Services Holdco, Inc. - 3rd Amendment Unfunded Term Loan (8)		10/30/2026		Commercial Services & Supplies			—				—				12,618				—				—
Infinity Home Services Holdco, Inc. - Funded Revolver		12/28/2028		Commercial Services & Supplies			12.00	%		3M SOFR+450					161				161				161
Infinity Home Services Holdco, Inc. - Unfunded Revolver (8)		12/28/2028		Commercial Services & Supplies			—				—				1,130				—				—
Inovex Information Systems Incorporated		12/17/2030		Software			9.63	%		3M SOFR+525					16,205				16,084				16,083
Inovex Information Systems Incorporated - Unfunded Term Loan (8)		12/17/2026		Software			—				—				2,800				—				—
Inovex Information Systems Incorporated - Funded Revolver		12/17/2030		Software			9.61	%		3M SOFR+525					980				980				980
Inovex Information Systems Incorporated - Unfunded Revolver (8)		12/17/2030		Software			—				—				2,520				—				—
Infolinks Media Buyco, LLC		11/01/2026		Media			9.83	%		3M SOFR+550					5,331				5,283				5,331
Integrative Nutrition, LLC		01/31/2025		Consumer Services			11.45	%		3M SOFR+715					15,723				15,695				11,793
ITI Holdings, Inc. (Revolver)		03/03/2028		IT Services			12.00	%		3M SOFR+450					473				473				473
ITI Holdings, Inc. (Revolver) (6), (8)		03/03/2028		IT Services			—				—				191				—				—
Inventus Power, Inc.		06/30/2025		Electronic Equipment, Instruments, and Components			11.97	%		3M SOFR+761					4,925				4,894				4,925

---

Issuer Name		Maturity		Industry		Current Coupon				Basis Point Spread Above Index (1)				Par / Shares				Cost				Fair Value (2)
Inventus Power, Inc. - Unfunded Revolver (8)		06/30/2025		Electronic Equipment, Instruments, and Components			—				—				1,729				—				—
Keel Platform, LLC		01/19/2031		Metals and Mining			9.58	%		3M SOFR+525					11,515				11,362				11,400
Keel Platform, LLC - Unfunded Term Loan (8)		01/19/2031		Metals and Mining			—				—				2,402				—				(6	)
Kinetic Purchaser, LLC		11/10/2027		Personal Products			10.48	%		3M SOFR+615					13,971				13,813				13,971
Kinetic Purchaser, LLC - Funded Revolver		11/10/2026		Personal Products			10.48	%		3M SOFR+610					1,717				1,717				1,717
Kinetic Purchaser, LLC (Revolver) (6), (8)		11/10/2026		Personal Products			—				—				1,717				—				—
Lash OpCo, LLC		02/18/2027		Personal Products			12.94	%		3M SOFR+785					10,927				10,840				10,763
						(PIK 5.10%)
Lash OpCo, LLC (Revolver) (6)		08/16/2026		Personal Products			12.94	%		1M SOFR+785					2,870				2,870				2,827
						(PIK 5.10%)
Lash OpCo, LLC (Revolver) (6), (8)		08/16/2026		Personal Products			—				—				335				—				(5	)
						(PIK 5.10%)
LAV Gear Holdings, Inc.		10/31/2025		Capital Equipment			10.93	%		1M SOFR+640					13,229				13,226				12,580
						(PIK 10.98%)
LAV Gear Holdings, Inc. (Revolver) (6)		10/31/2025		Capital Equipment			10.93	%		1M SOFR+640					1,721				1,721				1,636
Ledge Lounger, Inc.		11/09/2026		Leisure Products			11.98	%		3M SOFR+765					3,674				3,662				3,490
						(PIK 1.00%)
Ledge Lounger, Inc. (Revolver)		11/09/2026		Leisure Products			11.98	%		3M SOFR+765					461				461				438
						(PIK 1.00%)
Ledge Lounger, Inc. (Revolver) (6), (8)		11/09/2026		Leisure Products			—				—				197				—				(10	)
						(PIK 1.00%)
Lightspeed Buyer Inc.		02/03/2026		Healthcare Technology			9.40	%		1M SOFR+485					26,650				26,493				26,383
Lightspeed Buyer Inc. - Unfunded Term Loan (8)		06/02/2025		Healthcare Technology			—				—				2,326				—				(23	)
Lightspeed Buyer Inc. (Revolver) (6), (8)		02/03/2026		Healthcare Technology			—				—				2,499				—				(25	)
LJ Avalon Holdings, LLC		02/01/2030		Construction & Engineering			9.76	%		3M SOFR+525					2,802				2,768				2,802
LJ Avalon Holdings, LLC - Unfunded Term Loan (8)		10/01/2024		Construction & Engineering			—				—				1,892				—				9
LJ Avalon Holdings, LLC (Revolver) (6), (8)		01/31/2030		Construction & Engineering			—				—				1,130				—				—
Loving Tan Intermediate II, Inc.		05/31/2028		Personal Products			10.33	%		3M SOFR+600					44,947				44,323				44,609
Loving Tan Intermediate II, Inc. - Unfunded Term Loan (8)		07/12/2025		Personal Products			—				—				23,464				—				59
Loving Tan Intermediate II, Inc. (Revolver)		05/31/2028		Personal Products			10.33	%		3M SOFR+600					1,780				1,780				1,766
Loving Tan Intermediate II, Inc. - Unfunded Revolver (8)		05/31/2028		Personal Products			—				—				3,559				—				(27	)
LSF9 Atlantis Holdings, LLC		06/30/2029		Specialty Retail			9.61	%		3M SOFR+525					9,809				9,809				9,919
Lucky Bucks, LLC - First-out Term Loan		10/02/2028		Hotels, Restaurants and Leisure			12.10	%		3M SOFR+765					258				258				258
Lucky Bucks, LLC - Last-out Term Loan		10/02/2029