TriplePoint Venture Growth BDC Corp

Previous wording

•the ability of our portfolio companies to obtain financing on attractive terms or at all; and

Current wording

•the ability of our portfolio companies to obtain financing on attractive terms or at all

Previous wording

•the timing of cash flows, if any, from the operations of our portfolio companies.

Current wording

•the timing of cash flows, if any, from the operations of our portfolio companies; and

Previous wording

As of March 31, 2024, we had 314 investments in 106 companies. Our investments included 145 debt investments, 110 warrant investments, and 59 direct equity and related investments. As of March 31, 2024, the aggregate cost and fair value of these investments were $820.3 million and $773.6 million, respectively. As of March 31, 2024, seven of our portfolio companies were publicly traded. As of March 31, 2024, the 145 debt investments had an aggregate fair value of $695.2 million and a weighted average loan to enterprise value ratio at the time of underwriting of 7.8%. Enterprise value of a portfolio company is estimated based on information available, including any information regarding the most recent rounds of equity funding, at the time of origination.

Current wording

As of June 30, 2024, we had 305 investments in 105 companies. Our investments included 136 debt investments, 109 warrant investments, and 60 direct equity and related investments. As of June 30, 2024, the aggregate cost and fair value of these investments were $745.6 million and $713.8 million, respectively. As of June 30, 2024, six of our portfolio companies were publicly traded. As of June 30, 2024, the 136 debt investments had an aggregate fair value of $615.7 million and a weighted average loan to enterprise value ratio at the time of underwriting of 7.8%. Enterprise value of a portfolio company is estimated based on information available, including any information regarding the most recent rounds of equity funding, at the time of origination.

Previous wording

Growth capital loans in which the borrower held a term loan facility, with or without an accompanying revolving loan, in priority to our senior lien represent 15.5% and 14.5% of our debt investments at fair value as of March 31, 2024 and December 31, 2023, respectively.

Current wording

Growth capital loans in which the borrower held a term loan facility, with or without an accompanying revolving loan, in priority to our senior lien represent 13.8% and 14.5% of our debt investments at fair value as of June 30, 2024 and December 31, 2023, respectively.

Previous wording

During the three months ended March 31, 2023, we entered into debt commitments with one existing portfolio company totaling $3.7 million, funded debt investments to 11 portfolio companies for $57.6 million in principal value, acquired warrant investments representing $0.1 million of value, and made direct equity investments of $0.1 million. Debt investments funded during the three months ended March 31, 2023 carried a weighted average annualized portfolio yield of 14.1%1 at origination.

Current wording

During the three months ended June 30, 2023, we entered into debt commitments with one new portfolio company and three existing portfolio companies totaling $18.0 million, funded debt investments to eight portfolio companies for $30.6 million in principal value, acquired warrant investments representing $38,000 at fair value, and made direct equity investments of $0.1 million. Debt investments funded during the three months ended June 30, 2023 carried a weighted average annualized portfolio yield of 16.4% at origination.

Previous wording

During the three months ended March 31, 2024, we entered into debt commitments with one new portfolio company totaling $10.0 million, funded debt investments to three portfolio companies for $13.5 million in principal value and acquired warrant investments representing $0.2 million of value. Debt investments funded during the three months ended March 31, 2024 carried a weighted average annualized portfolio yield of 14.3% at origination.

Current wording

During the six months ended June 30, 2023, we entered into debt commitments with one new portfolio company and 11 existing portfolio companies totaling $21.7 million, funded debt investments to 16 portfolio companies for $88.2 million in principal value, acquired warrant investments representing $0.2 million at fair value, and made direct equity investments of $0.2 million. Debt investments funded during the six months ended June 30, 2023 carried a weighted average annualized portfolio yield of 14.9%1 at origination.

Previous wording

During the three months ended March 31, 2024, we received $30.8 million of principal prepayments and $6.8 million of scheduled principal amortization.

Current wording

During the three months ended June 30, 2024, we received $51.2 million of principal prepayments and $27.9 million of scheduled principal amortization. During the six months ended June 30, 2024, we received $82.1 million of principal prepayments and $34.7 million of scheduled principal amortization.

Previous wording

During the three months ended March 31, 2023, we received $3.4 million of early repayments and $16.6 million of scheduled principal amortization.

Current wording

During the three months ended June 30, 2023, we received $33.8 million of principal prepayments and $1.7 million of scheduled principal amortization. During the six months ended June 30, 2023, we received $33.8 million of principal prepayments, $3.4 million of early repayments and $18.3 million of scheduled principal amortization.

Previous wording

The following table shows the total portfolio investment activity for the three months ended March 31, 2024 and 2023:

Current wording

The following table shows the total portfolio investment activity for the three and six months ended June 30, 2024 and 2023:

Previous wording

1 This yield excludes the impact of $2.0 million in short-term loans that were funded and repaid during the three months ended March 31, 2023, which carried a higher interest rate than our normal course investments, and the impact thereof on our weighted average adjusted annualized yield at origination for the period.

Current wording

1 This yield excludes the impact of $2.0 million in short-term loans that were funded and repaid during the three months ended March 31, 2023, which carried a higher interest rate than our normal course investments, and the impact thereof on our weighted average adjusted annualized yield at origination for the period presented.

Previous wording

The following table shows the debt commitments, fundings of debt investments (principal balance) and equity investments, and non-binding term sheet activity for the three months ended March 31, 2024 and 2023:

Current wording

The following table shows the debt commitments, fundings of debt investments (principal balance) and equity investments, and non-binding term sheet activity for the three and six months ended June 30, 2024 and 2023:

Previous wording

As of March 31, 2024 and December 31, 2023, the weighted average investment ranking of our debt investment portfolio was 2.21 and 2.14, respectively. During the three months ended March 31, 2024, portfolio company credit category changes, excluding fundings and repayments, consisted of the following: two portfolio companies with an aggregate principal balance of $28.2 million were downgraded from White (2) to Yellow (3), one portfolio company with a principal balance of $24.5 million was downgraded from Yellow (3) to Orange (4), and one portfolio company with a principal balance of $6.0 million was downgraded from Orange (4) to Red (5).

Current wording

As of June 30, 2024 and December 31, 2023, the weighted average investment ranking of our debt investment portfolio was 2.24 and 2.14, respectively. During the three months ended June 30, 2024, portfolio company credit category changes, excluding fundings and repayments, consisted of the following: one portfolio company with a principal balance of $25.0 million was upgraded from White (2) to Clear (1), one portfolio company with a principal balance of $4.7 million was downgraded from Clear (1) to White (2), one portfolio company with a principal balance of $13.0 million was downgraded from White (2) to Yellow (3), one portfolio company with a principal balance of $12.3 million was downgraded from White (2) to Orange (4), one portfolio company with a principal balance of $24.7 million was downgraded from Yellow (3) to Orange (4), and one portfolio company with a principal balance of $0.7 million was downgraded from Yellow (3) to Red (5).

Previous wording

As of March 31, 2024, we had investments in five portfolio companies which were on non-accrual status, with an aggregate cost and fair value of $64.1 million and $47.1 million, respectively. As of December 31, 2023, we had investments in five portfolio companies which were on non-accrual status, with an aggregate cost and fair value of$41.7 million and$29.0 million, respectively.

Current wording

As of June 30, 2024, we had investments in five portfolio companies which were on non-accrual status, with an aggregate cost and fair value of $67.9 million and $50.4 million, respectively. As of December 31, 2023, we had investments in five portfolio companies which were on non-accrual status, with an aggregate cost and fair value of $41.7 million and $29.0 million, respectively.

Previous wording

Comparison of operating results for the three months ended March 31, 2024 and 2023

Current wording

Comparison of operating results for the three and six months ended June 30, 2024 and 2023

Previous wording

For the three months ended March 31, 2024, our net increase in net assets resulting from operations was $8.0 million, which was comprised of $15.5 million of net investment income and $7.5 million of net realized and unrealized losses. For the three months ended March 31, 2023, our net increase in net assets resulting from operations was $7.7 million, which was comprised of $18.6 million of net investment income and $10.9 million of net realized and unrealized losses. On a per share basis for the three months ended March 31, 2024, net investment income was $0.41 per share and the net increase in net assets from operations was $0.21 per share, as compared to net investment income of $0.53 per share and a net increase in net assets from operations of $0.22 per share for the three months ended March 31, 2023.

Current wording

For the three months ended June 30, 2024, our net increase in net assets resulting from operations was $8.6 million, which was comprised of $12.6 million of net investment income and $4.0 million of net realized and unrealized losses. For the three months ended June 30, 2023, our net decrease in net assets resulting from operations was $20.9 million, which was comprised of $18.8 million of net investment income and $39.7 million of net realized and unrealized losses. On a per share basis for the three months ended June 30, 2024, net investment income was $0.33 per share and the net increase in net assets from operations was $0.22 per share, as compared to net investment income of $0.53 per share and a net decrease in net assets from operations of $0.59 per share for the three months ended June 30, 2023.

Previous wording

For the three months ended March 31, 2024, total investment and other income was $29.3 million as compared to $33.6 million for the three months ended March 31, 2023. The decrease in total investment and other income for the three months ended March 31, 2024, compared to the 2023 period, is primarily due to a lower weighted average principal amount outstanding on our income-bearing debt investment portfolio.

Current wording

For the three months ended June 30, 2024, total investment and other income was $27.1 million as compared to $35.2 million for the three months ended June 30, 2023. The decrease in total investment and other income for the three months ended June 30, 2024, compared to the 2023 period, is primarily due to a lower weighted average principal amount outstanding on our income-bearing debt investment portfolio.

Previous wording

For the three months ended March 31, 2024, we recognized $0.8 million in other income consisting of $0.3 million due to the termination or expiration of unfunded commitments and $0.5 million from the realization of certain fees paid and accrued from portfolio companies and other income related to prepayment activity. For the three months ended March 31, 2023, we recognized $1.4 million in other income consisting of $1.0 million due to the termination or expiration of unfunded commitments and $0.4 million from the realization of certain fees paid and accrued from portfolio companies.

Current wording

For the six months ended June 30, 2024, we recognized $1.3 million in other income consisting of $0.3 million due to the termination or expiration of unfunded commitments and $1.0 million from the realization of certain fees paid and accrued from portfolio companies. For the six months ended June 30, 2023, we recognized $2.1 million in other income consisting of $1.1 million due to the termination or expiration of unfunded commitments and $1.0 million from the realization of certain fees paid and accrued from portfolio companies and other income related to prepayment activity.

Previous wording

For the three months ended March 31, 2024, total operating expenses were $13.8 million as compared to $15.1 million for the three months ended March 31, 2023.

Current wording

For the three months ended June 30, 2024, total operating expenses were $14.5 million as compared to $16.3 million for the three months ended June 30, 2023. For the six months ended June 30, 2024, total operating expenses were $28.3 million as compared to $31.4 million for the six months ended June 30, 2023.

Previous wording

Base management fees for the three months ended March 31, 2024 and 2023 totaled $4.3 million and $4.3 million, respectively.

Current wording

Base management fees for the three months ended June 30, 2024 and 2023 totaled $3.8 million and $4.5 million, respectively. Base management fees for the six months ended June 30, 2024 and 2023 totaled $8.1 million and $8.8 million, respectively. Base management fees decreased during the three and six months ended June 30, 2024, as compared to the three and six months ended June 30, 2023, due primarily to decreases in the average size of our portfolio during the applicable periods used in the calculations.

Previous wording

There were no income incentive fees for the three months ended March 31, 2024 or the three months ended March 31, 2023. For the three months ended March 31, 2024, our income incentive fee was reduced by $3.1 million due to the total return requirement under the income component of our incentive fee structure, which resulted in a corresponding increase in net investment income of $3.1 million. For the three months ended March 31, 2023 our income incentive fee was reduced by $3.7 million due to the total return requirement under the income component of our incentive fee structure, which resulted in a corresponding increase in net investment income of $3.7 million.

Current wording

There were no income incentive fees for the three and six months ended June 30, 2024 or the three and six months ended June 30, 2023. For the three and six months ended June 30, 2024, our income incentive fee was reduced by $2.5 million and $5.6 million, respectively, due to the total return requirement under the income component of our incentive fee structure, which resulted in a corresponding increase in net investment income of $2.5 million and $5.6 million, respectively. For the three and six months ended June 30, 2023 our income incentive fee was reduced by $3.8 million and $7.5 million, respectively, due to the total return requirement under the income component of our incentive fee structure, which resulted in a corresponding increase in net investment income of $3.8 million and $7.5 million, respectively.

Previous wording

There were no capital gains incentive fee expenses for the three months ended March 31, 2024 and 2023.

Current wording

There were no capital gains incentive fee expenses for the six months ended June 30, 2024 and 2023.

Previous wording

Interest expense and amortization of fees totaled $7.0 million and $9.2 million for the three months ended March 31, 2024 and 2023, respectively. The decrease during the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, is primarily due to a lower weighted-average outstanding principal balance under the Credit Facility.

Current wording

Interest expense and amortization of fees totaled $8.7 million and $9.9 million for the three months ended June 30, 2024 and 2023, respectively. The decrease during the three months ended June 30, 2024, as compared to the three months ended June 30, 2023, is primarily due to a lower weighted-average outstanding principal balance under the Credit Facility, offset by $1.8 million of one-time fees related to minimum utilization of the Revolving Credit Facility. Interest expense and amortization of fees totaled $15.7 million and $19.2 million for the six months ended June 30, 2024 and 2023, respectively. The decrease during the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, is primarily due to a lower weighted-average outstanding principal balance under the Credit Facility.

Previous wording

Administration agreement and general and administrative expenses totaled $2.4 million and $1.5 million for the three months ended March 31, 2024 and 2023, respectively. The increase for the 2024 period, as compared to the 2023 period, was primarily due to higher excise tax and legal fee expenses.

Current wording

Administration agreement and general and administrative expenses totaled $2.0 million and $1.9 million for the three months ended June 30, 2024 and 2023, respectively. Administration agreement and general and administrative expenses totaled $4.4 million and $3.4 million for the six months ended June 30, 2024 and 2023, respectively. The increase for the 2024 periods, as compared to the 2023 periods, was primarily due to higher excise tax and legal fee expenses.

Previous wording

Net change in unrealized gains during the three months ended March 31, 2024 was $1.3 million, consisting of $6.2 million of net unrealized gains on the warrant and equity portfolio resulting from fair value adjustments and $4.9 million of net unrealized gains from the reversal of previously recorded unrealized losses from investments realized during the period, offset by $9.8 million of net unrealized losses on the existing debt investment portfolio resulting from fair value adjustments.

Current wording

Net change in unrealized losses during the three months ended June 30, 2023 was $41.6 million, consisting of $37.8 million of net unrealized losses on the debt investment portfolio and $3.8 million of net unrealized losses on the warrant and equity portfolio resulting from fair value adjustments and the reversal of previously recorded unrealized gains from investments realized during the period. Net change in unrealized losses during the six months ended June 30, 2023 was $52.4 million, consisting of $44.4 million of net unrealized losses on the debt investment portfolio and $8.0 million of net unrealized losses on the warrant and equity portfolio resulting from fair value adjustments and the reversal of previously recorded unrealized gains from investments realized during the period.

Previous wording

Total return based on NAV is the change in ending NAV per share plus distributions per share paid during the period assuming participation in our dividend reinvestment plan divided by the beginning NAV per share for such period. Total return based on stock price is the change in the ending stock price of our common stock plus distributions paid during the period assuming participation in our dividend reinvestment plan divided by the beginning stock price of our common stock for such period. For the three months ended March 31, 2024 and 2023, our total return during the periods based on the change in NAV plus distributions reinvested as of the respective distribution dates was 2.4% and 1.9%, respectively, and our total return during the periods based on the change in stock price plus distributions reinvested as of the respective distribution dates was (8.8)% and 19.9%, respectively.

Current wording

Total return based on NAV is the change in ending NAV per share plus distributions per share paid during the period assuming participation in our dividend reinvestment plan divided by the beginning NAV per share for such period. Total return based on stock price is the change in the ending stock price of our common stock plus distributions paid during the period assuming participation in our dividend reinvestment plan divided by the beginning stock price of our common stock for such period. For the three months ended June 30, 2024 and 2023, our total return during the periods based on the change in NAV plus distributions reinvested as of the respective distribution dates was 3.1% and (5.2)%, respectively, and our total return during the periods based on the change in stock price plus distributions reinvested as of the respective distribution dates was (10.9)% and 1.0%, respectively. For the six months ended June 30, 2024 and 2023, our total return during the period based on the change in NAV plus distributions reinvested as of the respective distribution dates was 5.6% and (3.4)%, respectively, and our total return during the period based on the change in stock price plus distributions reinvested as of the respective distribution dates was (18.7)% and 21.1%, respectively.

Previous wording

The table below shows our return on average total assets and return on average NAV for the three months ended March 31, 2024 and 2023:

Current wording

The table below shows our return on average total assets and return on average NAV for the three and six months ended June 30, 2024 and 2023:

Previous wording

As of March 31, 2024, our investment portfolio, valued at fair value in accordance with our Board-approved valuation policy, represented 98.8% of our total assets, as compared to 81.9% of our total assets as of December 31, 2023.

Current wording

As of June 30, 2024, our investment portfolio, valued at fair value in accordance with our Board-approved valuation policy, represented 92.5% of our total assets, as compared to 81.9% of our total assets as of December 31, 2023.

Previous wording

We believe that our current cash and cash equivalents on hand, our available borrowing capacity under the Credit Facility and our anticipated cash flows from operations, including from net cash proceeds from our ATM Program (described below), as may be extended or renewed, and contractual monthly portfolio company payments and cash flows, prepayments, and the ability to liquidate publicly traded investments, will be adequate to meet our cash needs for our daily operations, including to fund our unfunded commitment obligations.

Current wording

We believe that our current cash and cash equivalents on hand, our available borrowing capacity under the Credit Facility, as may be extended or renewed from time to time, and our anticipated cash flows from operations, including from net cash proceeds from our Current ATM Program (described below), as may be extended or renewed from time to time, and contractual monthly portfolio company payments and cash flows, prepayments, and the ability to liquidate publicly traded investments, will be adequate to meet our cash needs for our daily operations, including to fund our unfunded commitment obligations.

Previous wording

During the three months ended March 31, 2024, net cash provided by operating activities, consisting primarily of purchases, sales and repayments of investments and the items described in “Results of Operations,” was $18.2 million, and net cash used in financing activities was $189.0 million due primarily to net repayments under the Credit Facility of $176.0 million and $14.3 million in distributions paid, partially offset by $1.3 million from the issuance of common stock under the ATM Program. As of March 31, 2024, cash and cash equivalents, including restricted cash, was $0.8 million.

Current wording

During the six months ended June 30, 2024, net cash provided by operating activities, consisting primarily of purchases, sales and repayments of investments and the items described in “Results of Operations,” was $94.6 million, and net cash used in financing activities was $215.5 million due primarily to net repayments under the Credit Facility of $205.0 million and $29.4 million in distributions paid, partially offset by $19.4 million from the issuance of common stock under the Current ATM Program and the Prior ATM Program. As of June 30, 2024, cash and cash equivalents, including restricted cash, was $50.7 million.

Previous wording

During the three months ended March 31, 2023, net cash used in operating activities, consisting primarily of purchases, sales and repayments of investments and the items described in “Results of Operations,” was $33.0 million, and net cash provided by financing activities was $31.3 million due primarily to net borrowings under the Credit Facility of $45.0 million, partially offset by $13.6 million in distributions paid. As of March 31, 2023, cash and cash equivalents, including restricted cash, was $57.6 million.

Current wording

During the six months ended June 30, 2023, net cash used in operating activities, consisting primarily of purchases, sales and repayments of investments and the items described in “Results of Operations,” was $7.5 million, and net cash provided by financing activities was $37.7 million due primarily to net borrowings under the Credit Facility of $65.0 million partially offset by $27.2 million in distributions paid. As of June 30, 2023, cash and cash equivalents, including restricted cash, was $89.4 million.

Previous wording

As a BDC, we generally have an ongoing need to raise additional capital for investment purposes. As a result, we expect, from time to time, to access the debt and equity markets when we believe it is necessary and appropriate to do so. In this regard, we continue to explore various options for obtaining additional debt or equity capital for investments. This may include expanding or extending the Credit Facility or the issuance of additional shares of our common stock, including through our ATM Program (as described below), as may be extended or renewed, or debt securities. If we are unable to obtain leverage or raise equity capital on terms that are acceptable to us, our ability to grow our portfolio could be substantially impacted.

Current wording

As a BDC, we generally have an ongoing need to raise additional capital for investment purposes. As a result, we expect, from time to time, to access the debt and equity markets when we believe it is necessary and appropriate to do so. In this regard, we continue to explore various options for obtaining additional debt or equity capital for investments. This may include expanding or extending the Credit Facility or the issuance of additional shares of our common stock, including through our Current ATM Program, as may be extended or renewed, or debt securities. If we are unable to obtain leverage or raise equity capital on terms that are acceptable to us, our ability to grow our portfolio could be substantially impacted.

Previous wording

As of March 31, 2024, we had $350 million in total commitments available under the Credit Facility, subject to various covenants and borrowing base requirements. The Credit Facility also includes an accordion feature, which allows us to increase the size of the Credit Facility to up to $400 million under certain circumstances. The revolving period under the Credit Facility expires on May 31, 2024, and the maturity date of the Credit Facility is November 30, 2025 (unless otherwise terminated earlier pursuant to its terms). Borrowings under the Credit Facility bear interest at the sum of (i) a floating rate based on certain indices, including SOFR and commercial paper rates (subject to a floor of 0.50%), plus (ii) a margin of 2.80% if facility utilization is greater than or equal to 75%, 2.90% if utilization is greater than or equal to 50%, 3.00% if utilization is less than 50% and 4.5% during the amortization period. See “Note 6. Borrowings” in the notes to the consolidated financial statements for more information regarding the terms of the Credit Facility.

Current wording

As of June 30, 2024, we had $350 million in total commitments available under the Credit Facility, subject to various covenants and borrowing base requirements. The Credit Facility also includes an accordion feature, which allows us to increase the size of the Credit Facility to up to $400 million under certain circumstances. As of June 30, 2024 the revolving period under the Credit Facility was set to expire on August 31, 2024, and the scheduled maturity date of the Credit Facility was November 30, 2025 (unless otherwise terminated earlier pursuant to its terms). As of June 30, 2024 borrowings under the Credit Facility bore interest at the sum of (i) a floating rate based on certain indices, including SOFR and commercial paper rates (subject to a floor of 0.50%), plus (ii) a margin of 2.80% if facility utilization is greater than or equal to 75%, 2.90% if utilization is greater than or equal to 50%, 3.00% if utilization is less than 50% and 4.5% during the amortization period. See “Note 6. Borrowings” in the notes to the consolidated financial statements for more information regarding the terms of the Credit Facility. Subsequent to June 30, 2024, the Company and the Financing Subsidiary amended the Credit Facility to further extend the revolving period and scheduled maturity date and effectuate other changes. See “Recent Developments” below for more information.

Previous wording

As of March 31, 2024 and December 31, 2023, we had outstanding borrowings under the Credit Facility of $39.0 million and $215.0 million, respectively, excluding deferred credit facility costs of $2.4 million and $2.7 million, respectively, which is included in the consolidated statements of assets and liabilities. We had $311.0 million and $135.0 million of remaining capacity on our Credit Facility as of March 31, 2024 and December 31, 2023, respectively.

Current wording

As of June 30, 2024 and December 31, 2023, we had outstanding borrowings under the Credit Facility of $10.0 million and $215.0 million, respectively, excluding deferred credit facility costs of $2.5 million and $2.7 million, respectively, which is included in the consolidated statements of assets and liabilities. We had $340.0 million and $135.0 million of remaining capacity on our Credit Facility as of June 30, 2024 and December 31, 2023, respectively.

Previous wording

As of March 31, 2024 and December 31, 2023, we have recorded in the consolidated statements of assets and liabilities our liability for the 2026 Notes, net of deferred issuance costs, of $199.2 million and $199.0 million, respectively. See “Note 6. Borrowings” in the notes to the consolidated financial statements for more information regarding the 2026 Notes.

Current wording

As of June 30, 2024 and December 31, 2023, we have recorded in the consolidated statements of assets and liabilities our liability for the 2026 Notes, net of deferred issuance costs, of $199.3 million and $199.0 million, respectively. See “Note 6. Borrowings” in the notes to the consolidated financial statements for more information regarding the 2026 Notes.

Previous wording

As of March 31, 2024 and December 31, 2023, we have recorded in the consolidated statements of assets and liabilities our liability for the 2027 Notes, net of deferred issuance costs, of $124.2 million and $124.1 million, respectively. See “Note 6. Borrowings” in the notes to the consolidated financial statements for more information regarding the 2027 Notes.

Current wording

As of June 30, 2024 and December 31, 2023, we have recorded in the consolidated statements of assets and liabilities our liability for the 2027 Notes, net of deferred issuance costs, of $124.3 million and $124.1 million, respectively. See “Note 6. Borrowings” in the notes to the consolidated financial statements for more information regarding the 2027 Notes.

Previous wording

On September 30, 2022, we entered into a sales agreement (the “Sales Agreement”) with the Adviser, the Administrator and UBS Securities LLC (the “Sales Agent”), providing for the issuance from time to time of up to an aggregate of $50.0 million in shares of our common stock by means of at-the-market offerings (the “ATM Program”). Subject to the terms of the Sales Agreement, the Sales Agent is not required to sell any specific number or dollar amount of securities but will act as our sales agent using commercially reasonable efforts consistent with the Sales Agent’s normal trading and sales practices, on mutually agreed terms between us and the Sales Agent.

Current wording

On May 2, 2024, we entered into the 2024 Sales Agreement with the Adviser, the Administrator and the Sales Agent, providing for the issuance from time to time in the Current ATM Program of up to an aggregate of $75.0 million in shares of our common stock. Subject to the terms of the 2024 Sales Agreement, the Sales Agent is not required to sell any specific number or dollar amount of securities but will act as our sales agent using commercially reasonable efforts consistent with the Sales Agent’s normal trading and sales practices, on mutually agreed terms between us and the Sales Agent. Concurrently upon entry into the 2024 Sales Agreement, we, the Adviser, the Administrator and the Sales Agent agreed to the termination of the 2022 Sales Agreement.

Previous wording

As of March 31, 2024, $27.0 million in shares remained available for sale under the ATM Program.

Current wording

As of June 30, 2024, $56.5 million in shares remained available for sale under the Current ATM Program.

Previous wording

On June 21, 2018, our stockholders voted at a special meeting of stockholders to approve a proposal to authorize us to be subject to a reduced asset coverage ratio of at least 150% under the 1940 Act. As a result of the stockholder approval at the special meeting, effective June 22, 2018, our applicable minimum asset coverage ratio under the 1940 Act has been decreased to 150% from 200%. Thus, we are permitted under the 1940 Act, under specified conditions, to issue multiple classes of debt and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. As of March 31, 2024, our asset coverage for borrowed amounts was 179%.

Current wording

On June 21, 2018, our stockholders voted at a special meeting of stockholders to approve a proposal to authorize us to be subject to a reduced asset coverage ratio of at least 150% under the 1940 Act. As a result of the stockholder approval at the special meeting, effective June 22, 2018, our applicable minimum asset coverage ratio under the 1940 Act has been decreased to 150% from 200%. Thus, we are permitted under the 1940 Act, under specified conditions, to issue multiple classes of debt and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. As of June 30, 2024, our asset coverage for borrowed amounts was 187%.

Previous wording

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. As of March 31, 2024 and December 31, 2023, our unfunded commitments totaled $73.1 million and $118.1 million, respectively, of which $12.5 million and $29.2 million, respectively, was dependent upon the portfolio companies reaching certain milestones before the debt commitment becomes available to them.

Current wording

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. As of June 30, 2024 and December 31, 2023, our unfunded commitments totaled $71.4 million and $118.1 million, respectively, of which $5.0 million and $29.2 million, respectively, was dependent upon the portfolio companies reaching certain milestones before the debt commitment becomes available to them.

Previous wording

As of March 31, 2024, our unfunded commitments to nine companies totaled $73.1 million. During the three months ended March 31, 2024, $41.5 million in unfunded commitments expired or were terminated.

Current wording

As of June 30, 2024, our unfunded commitments to ten companies totaled $71.4 million. During the three and six months ended June 30, 2024, $15.0 million in unfunded commitments expired or were terminated.