TriplePoint Venture Growth BDC Corp
For the period ended Dec 31, 2024. Filed Mar 5, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 5, 2025
TPVG$4.37-2.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-03-06.
0001580345-24-000005
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2024-12-31; filed 2025-03-05.
0001580345-25-000005
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 167 previous paragraphs and 171 current paragraphs.
116 unchanged; 43 reworded; 11 added; 8 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 16 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
•the declaration, payment, amount and/or timing of future dividends or distributions.
Current report
As of December 31, 2024 and 2023, we have recorded in the consolidated statements of assets and liabilities our liability for the 2025 Notes, net of deferred issuance costs, of $69.9 million and $69.7 million, respectively. See “Note 6. Borrowings” in the notes to the consolidated financial statements for more information regarding the 2025 Notes.
Current report
As of December 31, 2024 and 2023, we have recorded in the consolidated statements of assets and liabilities our liability for the 2026 Notes, net of deferred issuance costs, of $199.5 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 report
As of December 31, 2024 and 2023, we have recorded in the consolidated statements of assets and liabilities our liability for the 2027 Notes, net of deferred issuance costs, of $124.4 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 report
ATM Programs
Current report
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). This change is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, allowing financial statement users to better understand the components of a segment's profit or loss and assess potential future cash flows for each reportable segment and the entity as a whole. The amendments expand a public entity's segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), clarifying when an entity may report one or more additional measures to assess segment performance, requiring enhanced interim disclosures and providing new disclosure requirements for entities with a single reportable segment, among other new disclosure requirements. The amendments are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company has adopted this standard. Refer to Note 13 of the consolidated financial statements for more details.
Current report
On January 23, 2025, we entered into a Note Purchase Agreement (the “2025 Note Purchase Agreement”) governing the issuance of $50,000,000 in aggregate principal amount of senior unsecured notes due February 2028 with a fixed interest rate of 8.11% per year (the “2028 Notes”) to qualified institutional investors in a private placement. The 2028 Notes were delivered and paid for on February 12, 2025 and mature on February 12, 2028, unless redeemed, purchased or prepaid prior to such date by us in accordance with their terms.
Current report
Interest on the 2028 Notes will be due semiannually on February 12 and August 12 of each year, beginning on August 12, 2025. The 2028 Notes may be redeemed in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, we are obligated to offer to prepay the 2028 Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The 2028 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us; provided however, in the event that we create, incur, assume or permit to exist liens on or with respect to any of our property or assets in connection with future secured indebtedness of more than an aggregate principal amount of $25 million, the 2028 Notes will generally become secured concurrently therewith, equally and ratably with such indebtedness.
Current report
The 2025 Note Purchase Agreement contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens and restricted payments. In addition, the 2025 Note Purchase Agreement contains the following financial covenants: (1) a minimum asset coverage ratio of 1.50 to 1.00; (2) a minimum interest coverage ratio of 1.25 to 1.00; and (3) maintenance of minimum stockholders’ equity to not be less than (a) the higher of (i) $236,776,000 and (ii) an amount equal to 65% of the Company’s stockholders’ equity as of December 31, 2024, plus (b) 65% of the net proceeds from the sale of our equity interests after the relevant date. In addition, the stated interest rate on the 2028 Notes is subject to a step up of 1.00% per year, to the extent that (1) the 2028 Notes do not satisfy certain investment grade rating conditions and/or (2) the ratio of our payment-in-kind income to net investment income during a six-month period exceeds specified thresholds, measured as of each fiscal quarter end.
Current report
The 2025 Note Purchase Agreement also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness of the Company or subsidiary guarantors, if any, certain judgements and orders, certain events of bankruptcy, and breach of a key man clause with respect to Messrs. Labe and Srivastava.
Current report
The 2028 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The 2028 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
Removed paragraphs (8)
Previous report
the disposition of investments in Medly Health Inc. and Pencil and Pixel, Inc.
Previous report
On July 14, 2017, we completed a public offering of $65.0 million in aggregate principal amount of the 2022 Notes and received net proceeds of $62.8 million, after the payment of fees and offering costs. On July 24, 2017, as a result of the underwriters’ full exercise of their option to purchase additional 2022 Notes, we issued an additional $9.75 million in aggregate principal amount of the 2022 Notes and received net proceeds of $9.5 million, after the payment of fees and offering costs. The interest on the 2022 Notes accrued at an annual rate of 5.75%, payable quarterly.
Previous report
On March 5, 2021, we notified the trustee under the indenture governing the 2022 Notes of our election to redeem, in full, the $74.75 million aggregate principal amount of the 2022 Notes outstanding, and instructed the trustee to provide notice of such redemption to the holders of the 2022 Notes in accordance with the terms of the indenture. On April 5, 2021, the entire $74.75 million aggregate principal amount of 2022 Notes was redeemed in full in accordance with the terms of the indenture governing the 2022 Notes. In connection with the redemption, the 2022 Notes were delisted from the New York Stock Exchange. The redemption was accounted for as a debt extinguishment in accordance with ASC 470-50, Modifications and Extinguishments, which resulted in a realized loss of $0.7 million. See “Note 6. Borrowings” in the notes to the consolidated financial statements for more information regarding the 2022 Notes.
Previous report
As of December 31, 2023 and 2022, we have recorded in the consolidated statements of assets and liabilities our liability for the 2025 Notes, net of deferred issuance costs, of $69.7 million and $69.5 million, respectively. See “Note 6. Borrowings” in the notes to the consolidated financial statements for more information regarding the 2025 Notes.
Previous report
As of December 31, 2023 and 2022, we have recorded in the consolidated statements of assets and liabilities our liability for the 2026 Notes, net of deferred issuance costs, of $199.0 million and $198.6 million, respectively. See “Note 6. Borrowings” in the notes to the consolidated financial statements for more information regarding the 2026 Notes.
Previous report
As of December 31, 2023 and 2022, we have recorded in the consolidated statements of assets and liabilities our liability for the 2027 Notes, net of deferred issuance costs, of $124.1 million and $123.8 million. See “Note 6. Borrowings” in the notes to the consolidated financial statements for more information regarding the 2027 Notes.
Previous report
ATM Program
Previous report
In June 2022, the FASB issued ASU No. 2022-03, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”). ASU 2022-03 (1) clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and (2) requires specific disclosures related to such an equity security. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and interim periods within that fiscal year, with early adoption permitted. The adoption of ASU 2022-03 did not have a material impact on the consolidated financial statements.
Reworded paragraphs (43)
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
•the potential widespread re-emergence of COVID-19 or its variants, or a similar health pandemic, and the length and duration thereof in the United States as well as worldwide, and the magnitude of its impact and time required for economic recovery;
Current wording
•the potential emergence (or re-emergence) of a widespread health pandemic, and the length and duration thereof in the United States as well as worldwide, and the magnitude of its impact and time required for economic recovery;
Previous wording
•risks associated with possible disruption in our or our portfolio companies’ operations due to the effect of, and uncertainties stemming from, adverse developments affecting the financial services industry and the venture banking ecosystem, including the recent failure of certain banking institutions, as well as due to wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics; and
Current wording
•risks associated with possible disruption in our or our portfolio companies’ operations due to the effect of, and uncertainties stemming from, adverse developments affecting the financial services industry and the venture banking ecosystem, including the potential for the failure of additional banking institutions, as well as due to wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics; and
Previous wording
We were formed to expand the venture growth stage business segment of TPC’s investment platform. TPC is widely recognized as a leading global financing provider devoted to serving venture capital-backed companies with creative, flexible and customized debt financing, equity capital and complementary services throughout their lifespan. TPC is located on Sand Hill Road in Silicon Valley and has a primary focus in technology and other high growth industries.
Current wording
We were formed to expand the venture growth stage business segment of TPC’s investment platform. TPC is widely recognized as a leading global financing provider devoted to serving venture capital-backed companies with creative, flexible and customized debt financing, equity capital and complementary services throughout their lifespans. TPC is located on Sand Hill Road in Silicon Valley and has a primary focus in technology and other high growth industries.
Previous wording
Our investment objective is to maximize our total return to stockholders primarily in the form of current income and, to a lesser extent, capital appreciation by lending primarily with warrants to venture growth stage companies focused in technology and other high growth industries backed by TPC’s select group of leading venture capital investors.
Current wording
Our investment objective is to maximize our total return to stockholders primarily in the form of current income and, to a lesser extent, capital appreciation by lending, typically with warrants, primarily to venture growth stage companies focused in technology and other high growth industries backed by TPC’s select group of leading venture capital investors.
Previous wording
We originate and invest primarily in venture growth stage companies. Companies at the venture growth stage have distinct characteristics differentiating them from venture capital-backed companies at other stages in their development lifecycle. We invest primarily in (i) growth capital loans that have a secured collateral position and that are generally used by venture growth stage companies to finance their continued expansion and growth, (ii) equipment financings, which may be structured as loans or leases, that have a secured collateral position on specified mission-critical equipment, (iii) on a select basis, revolving loans that have a secured collateral position and that are typically used by venture growth stage companies to advance against inventory, components, accounts receivable, contractual or future billings, bookings, revenues, sales or cash payments and collections including proceeds from a sale, financing or the equivalent and (iv) direct equity investments in venture growth stage companies. In connection with our growth capital loans, equipment financings and revolving loans, we generally receive warrant investments as part of the transaction that allow us to participate in any equity appreciation of our borrowers and enhance our overall investment returns.
Current wording
We originate and invest primarily in venture growth stage companies. Companies at the venture growth stage have distinct characteristics differentiating them from venture capital-backed companies at other stages in their development lifecycle. We invest primarily in (i) growth capital loans that have a secured collateral position and that are generally used by venture growth stage companies to finance their continued expansion and growth, (ii) on a select basis, (a) equipment financings, which may be structured as loans or leases, that have a secured collateral position on specified mission-critical equipment, and (b) revolving loans that have a secured collateral position and that are typically used by venture growth stage companies to advance against inventory, components, accounts receivable, contractual or future billings, bookings, revenues, sales or cash payments and collections including proceeds from a sale, financing or the equivalent and (iii) direct equity investments in venture growth stage companies. In connection with our growth capital loans, equipment financings and revolving loans, we generally receive warrant investments as part of the transaction that allow us to participate in any equity appreciation of our borrowers and enhance our overall investment returns. We may also invest in venture capital-backed companies in other lifecycle stages of development, including early stage and later stage, when our Adviser’s senior investment team believes that they present an attractive investment opportunity for us and may give us an advantage to not only source future financing opportunities but also to evaluate credit performance over a longer period of time.
Previous wording
As of December 31, 2022, we had 327 investments in 121 companies. Our investments included 144 debt investments, 124 warrant investments, and 59 direct equity and related investments. As of December 31, 2022, the aggregate cost and fair value of these investments were $959.4 million and $949.3 million, respectively. As of December 31, 2022, 11 of our portfolio companies were publicly traded. As of December 31, 2022, the 144 debt investments had an aggregate fair value of $853.0 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 December 31, 2024, we had 300 investments in 109 companies. Our investments included 128 debt investments, 112 warrant investments, and 60 direct equity and related investments. As of December 31, 2024, the aggregate cost and fair value of these investments were $713.7 million and $676.2 million, respectively. As of December 31, 2024, six of our portfolio companies were publicly traded. As of December 31, 2024, the 128 debt investments had an aggregate fair value of $560.1 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 14.5% and 21.4% of our debt investments at fair value as of December 31, 2023 and 2022, 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 11.3% and 14.5% of our debt investments at fair value as of December 31, 2024 and 2023, respectively.
Previous wording
During the year ended December 31, 2022, we entered into debt commitments with 34 new portfolio companies and 14 existing portfolio companies totaling $593.7 million, funded debt investments to 40 portfolio companies for $416.6 million in principal value, acquired warrant investments representing $5.9 million of value, and made direct equity investments of $6.1 million. Debt investments funded during the year ended December 31, 2022 carried a weighted average annualized portfolio yield of 14.2% at origination.
Current wording
During the year ended December 31, 2024, we entered into debt commitments with eight new portfolio companies and five existing portfolio companies totaling $175.0 million, funded debt investments to 13 portfolio companies for $135.1 million in principal value, acquired warrant investments representing $0.8 million of value, and made direct equity investments of $0.7 million. Debt investments funded during the year ended December 31, 2024 carried a weighted average annualized portfolio yield of 14.1% at origination.
Previous wording
During the year ended December 31, 2022, we received $200.1 million of principal prepayments, $40.6 million of early repayments (including refinancings) and $22.9 million of scheduled principal amortization.
Current wording
During the year ended December 31, 2024, we received $170.6 million of principal prepayments, $8.5 million of early repayments and $55.0 million of scheduled principal amortization.
Previous wording
Consistent with TPC’s existing policies, our Adviser maintains a credit watch list which places borrowers into five risk categories based on our Adviser’s senior investment team’s judgment, where 1 is the highest rating and all new loans are generally assigned a rating of 2.
Current wording
Consistent with TPC’s existing policies, our Adviser maintains a Credit Watch List which places borrowers into five risk categories based upon our Adviser’s senior investment team’s judgment and in consultation with, among others, the Adviser’s Portfolio Group Committee and Originations Professionals and Investment and Credit Analysis Professionals, where 1 is the best rating and all new loans are generally assigned a rating of 2.
Previous wording
As of December 31, 2023 and 2022, the weighted average investment ranking of our debt investment portfolio was 2.14 and 2.06, respectively. During the three months ended December 31, 2023, portfolio company credit category changes, excluding fundings and repayments, consisted of the following: one portfolio company with an aggregate principal balance of $10.0 million was upgraded from White (2) to Clear (1); three portfolio companies with an aggregate principal balance of $55.5 million were downgraded from White (2) to Yellow (3); one portfolio company with a principal balance of $25.0 million was downgraded from White (2) to Orange (4); and one portfolio company with a principal balance of $6.0 million was downgraded from Yellow (3) to Orange (4). During the three months ended December 31, 2022, portfolio company credit category changes, excluding fundings and repayments, consisted of the following: two portfolio companies with an aggregate principal balance of $43.9 million were downgraded from White (2) to Yellow (3).
Current wording
As of December 31, 2024 and 2023, the weighted average investment ranking of our debt investment portfolio was 2.17 and 2.14, respectively. During the three months ended December 31, 2024, portfolio company credit category changes, excluding fundings and repayments, consisted of the following: one portfolio company with a principal balance of $10.0 million was upgraded from Yellow (3) to White (2); one portfolio company with a principal balance of $20.3 million was downgraded from Clear (1) to White (2); and one portfolio company with a principal balance of $10.3 million was downgraded from Yellow (3) to Orange (4). During the three months ended December 31, 2023, portfolio company credit category changes, excluding fundings and repayments, consisted of the following: one portfolio company with a principal balance of $10.0 million was upgraded from White (2) to Clear (1); three portfolio companies with an aggregate principal balance of $55.5 million were downgraded from White (2) to Yellow (3); one portfolio company with a principal balance of $25.0 million was downgraded from White (2) to Orange (4); and one portfolio company with a principal balance of $6.0 million was downgraded from Yellow (3) to Orange (4).
Previous wording
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. As of December 31, 2022, we had an investment in one portfolio company which was on non-accrual status, with an aggregate cost and fair value of $29.5 million and $9.1 million, respectively.
Current wording
As of December 31, 2024, we had investments in four portfolio companies which were on non-accrual status, with an aggregate cost and fair value of $38.1 million and $20.6 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
For the year ended December 31, 2023, our net decrease in net assets resulting from operations was $39.8 million, which was comprised of $73.8 million of net investment income and $113.6 million of net realized and unrealized losses. For the year ended December 31, 2022, our net decrease in net assets resulting from operations was $20.1 million, which was comprised of $63.6 million of net investment income and $83.6 million of net realized and unrealized losses. On a per share basis for the year ended December 31, 2023, net investment income was $2.07 per share and the net decrease in net assets from operations was $1.12 per share, as compared to net investment income of $1.94 per share and a net decrease in net assets from operations of $0.61 per share for the year ended December 31, 2022.
Current wording
For the year ended December 31, 2024, our net increase in net assets resulting from operations was $32.0 million, which was comprised of $54.5 million of net investment income and $22.5 million of net realized and unrealized losses. For the year ended December 31, 2023, our net decrease in net assets resulting from operations was $39.8 million, which was comprised of $73.8 million of net investment income and $113.6 million of net realized and unrealized losses. On a per share basis for the year ended December 31, 2024, net investment income was $1.40 per share and the net increase in net assets from operations was $0.82 per share, as compared to net investment income of $2.07 per share and a net decrease in net assets from operations of $1.12 per share for the year ended December 31, 2023.
Previous wording
For the year ended December 31, 2023, total investment and other income was $137.5 million as compared to $119.4 million for the year ended December 31, 2022. The increase in total investment and other income for the year ended December 31, 2023, compared to the 2022 period, was primarily due to a greater weighted average principal amount outstanding on our income-bearing debt investment portfolio and higher investment yields.
Current wording
For the year ended December 31, 2024, total investment and other income was $108.6 million as compared to $137.5 million for the year ended December 31, 2023. The decrease in total investment and other income for the year ended December 31, 2024, compared to the 2023 period, was primarily due to a lower weighted average principal amount outstanding on our income-bearing debt investment portfolio.
Previous wording
For the year ended December 31, 2023, we recognized $4.2 million in other income consisting of $1.9 million due to the termination or expiration of unfunded commitments and $2.3 million from the realization of certain fees paid and accrued from portfolio companies and other income related to prepayment activity. For the year ended December 31, 2022, we recognized $2.9 million in other income consisting of $0.2 million due to the termination or expiration of unfunded commitments and $2.7 million from the realization of certain fees paid and accrued from portfolio companies and other income related to prepayment activity.
Current wording
For the year ended December 31, 2024, we recognized $2.2 million in other income consisting of $0.4 million due to the termination or expiration of unfunded commitments and $1.8 million from the realization of certain fees paid and accrued from portfolio companies and other income related to prepayment activity. For the year ended December 31, 2023, we recognized $4.2 million in other income consisting of $1.9 million due to the termination or expiration of unfunded commitments and $2.3 million from the realization of certain fees paid and accrued from portfolio companies and other income related to prepayment activity.
Previous wording
Total operating expenses consist of our base management fee, income incentive fee, capital gains incentive fee, interest expense and amortization of fees, administration agreement expenses, and general and administrative expenses. We anticipate operating expenses would increase over time to the extent that our investment portfolio grows. However, we anticipate operating expenses, as a percentage of totals assets and net assets, would generally decrease over time to the extent that our portfolio and capital base expand. We expect that base management and income incentive fees would increase to the extent that we grow our asset base and our earnings. The capital gains incentive fee depends on realized gains and losses and unrealized losses. Interest expenses will generally increase as we borrow greater amounts under the Credit Facility, issue additional debt securities, and as interest rates increase. We generally expect expenses under the administration agreement and general and administrative expenses to increase over time to the extent that our investment portfolio grows, to meet the additional requirements associated with servicing a larger portfolio.
Current wording
Total operating expenses consist of our base management fee, income incentive fee, capital gains incentive fee, interest expense and amortization of fees, administration agreement expenses, and general and administrative expenses. We anticipate operating expenses would increase over time to the extent that our investment portfolio grows. However, we anticipate operating expenses, as a percentage of total assets and net assets, would generally decrease over time to the extent that our portfolio and capital base expand. We expect that base management and income incentive fees would increase to the extent that we grow our asset base and our earnings. The capital gains incentive fee depends on realized gains and losses and unrealized losses. Interest expenses will generally increase as we borrow greater amounts under the Credit Facility, issue additional debt securities, and as interest rates increase. We generally expect expenses under the administration agreement and general and administrative expenses to increase over time to the extent that our investment portfolio grows, to meet the additional requirements associated with servicing a larger portfolio.
Previous wording
For the year ended December 31, 2023, total operating expenses were $63.7 million as compared to $55.9 million for the year ended December 31, 2022.
Current wording
For the year ended December 31, 2024, total operating expenses were $54.1 million as compared to $63.7 million for the year ended December 31, 2023.
Previous wording
Base management fees for the years ended December 31, 2023 and 2022 totaled $17.9 million and $15.8 million, respectively. Base management fees increased during the year ended December 31, 2023, as compared to the year ended December 31, 2022, due to an increase in the average size of our portfolio during the applicable periods used in the calculations.
Current wording
Base management fees for the years ended December 31, 2024 and 2023 totaled $15.0 million and $17.9 million, respectively. Base management fees decreased during the year ended December 31, 2024, as compared to the year ended December 31, 2023, due to a decrease in the average size of our portfolio during the applicable periods used in the calculations.
Previous wording
There was no income incentive fee for the year ended December 31, 2023. Our income incentive fee for the year ended December 31, 2023 was reduced by $14.8 million due to the total return requirement under the income component of our incentive fee structure, which resulted in a corresponding increase of $14.8 million in net investment income. Income incentive fees totaled $6.7 million for the year ended December 31, 2022. Our income incentive fee for the year ended December 31, 2022 was reduced by $7.4 million due to the total return requirement under the income component of our incentive fee structure, which resulted in a corresponding increase of $7.4 million in net investment income.
Current wording
There was no income incentive fee for the year ended December 31, 2024. Our income incentive fee for the year ended December 31, 2024 was reduced by $10.9 million due to the total return requirement under the income component of our incentive fee structure, which resulted in a corresponding increase of $10.9 million in net investment income. There was no income incentive fee for the year ended December 31, 2023. Our income incentive fee for the year ended December 31, 2023 was reduced by $14.8 million due to the total return requirement under the income component of our incentive fee structure, which resulted in a corresponding increase of $14.8 million in net investment income.
Previous wording
Interest expense and amortization of fees totaled $36.8 million and $26.8 million for the years ended December 31, 2023 and 2022, respectively. The increase during the year ended December 31, 2023, as compared to the year ended December 31, 2022, is primarily due to a greater weighted-average outstanding principal balance under the Credit Facility and an increase in interest rates.
Current wording
Interest expense and amortization of fees totaled $30.4 million and $36.8 million for the years ended December 31, 2024 and 2023, respectively. The decrease during the year ended December 31, 2024, as compared to the year ended December 31, 2023, is primarily due to a lesser weighted-average outstanding principal balance under the Credit Facility.
Previous wording
Administration Agreement and general and administrative expenses totaled $9.0 million and $6.7 million for the years ended December 31, 2023 and 2022, respectively. The increase for the year ended December 31, 2023, as compared to the year ended December 31, 2022, was primarily due to higher excise tax and legal fee expenses.
Current wording
Administration Agreement and general and administrative expenses totaled $8.7 million and $9.0 million for the years ended December 31, 2024 and 2023, respectively. The decrease for the year ended December 31, 2024, as compared to the year ended December 31, 2023, was primarily due to lower legal fee expenses.
Previous wording
During the year ended December 31, 2023, we recognized net realized losses on investments of $75.8 million, resulting primarily from the write-off of investments in Hi.Q, Inc., Demain ES (d/b/a Luko), Untitled Labs, Inc., Mystery Tackle Box, Inc. (d/b/a Catch Co.) and VanMoof Global Holding B.V.
Current wording
During the year ended December 31, 2024, we recognized net realized losses on investments of $33.0 million, resulting primarily from the write-off and restructuring of investments in six portfolio companies.
Previous wording
During the year ended December 31, 2022, we recognized net realized losses on investments of $46.0 million, primarily resulting from
Current wording
During the year ended December 31, 2023, we recognized net realized losses on investments of $75.8 million, resulting primarily from the write-off of investments in five portfolio companies.
Previous wording
Net change in unrealized losses during the year ended December 31, 2022 was $37.6 million, consisting of $18.2 million of net unrealized losses on the debt investment portfolio and $19.4 million of net unrealized losses on the warrant and equity portfolio resulting from the reversal of $5.7 million of previously recorded net unrealized gains realized during the period as well as fair value adjustments.
Current wording
Net change in unrealized gains during the year ended December 31, 2024 was $10.5 million, consisting of $26.5 million of net unrealized gains on the existing warrant and equity portfolio resulting from fair value adjustments and $14.7 million of net unrealized gains from the reversal of previously recorded unrealized losses from investments realized during the period, offset by $30.7 of net unrealized losses on the existing debt investment portfolio resulting from fair value adjustments.
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 year ended December 31, 2023, our total return during the period based on the change in NAV plus distributions reinvested as of the respective distribution dates was (10.3)% and our total return during the period based on the change in stock price plus distributions reinvested as of the respective distribution dates was 20.6%. For the year ended December 31, 2022, our total return during the period based on the change in NAV plus distributions reinvested as of the respective distribution dates was (3.3)% and our total return during the period based on the change in stock price plus distributions reinvested as of the respective distribution dates was (33.7)%.
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 year ended December 31, 2024, our total return during the period based on the change in NAV plus distributions reinvested as of the respective distribution dates was 12.2% and our total return during the period based on the change in stock price plus distributions reinvested as of the respective distribution dates was (18.5)%. For the year ended December 31, 2023, our total return during the period based on the change in NAV plus distributions reinvested as of the respective distribution dates was (10.3)% and our total return during the period based on the change in stock price plus distributions reinvested as of the respective distribution dates was 20.6%.
Previous wording
As of December 31, 2023, our investment portfolio, valued at fair value in accordance with our Board-approved valuation policy, represented approximately 81.9% of our total assets, as compared to approximately 93.6% of our total assets as of December 31, 2022.
Current wording
As of December 31, 2024, our investment portfolio, valued at fair value in accordance with our Board-approved valuation policy, represented approximately 88.6% of our total assets, as compared to approximately 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) 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 it 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) 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 year ended December 31, 2022, net cash used in operating activities, consisting primarily of fundings and purchases of investments, net of principal payments and proceeds from investments, and the items described in “Results of Operations,” was $100.9 million, and net cash provided by financing activities was $101.1 million due primarily to the issuance of the 2027 Notes and proceeds received from our August 2022 public follow-on offering of common stock, offset primarily by net repayments under the Credit Facility of $25.0 million and $49.6 million in distributions paid on our common stock. As of December 31, 2022, cash and cash equivalents, including restricted cash, was $59.3 million.
Current wording
During the year ended December 31, 2024, net cash provided by operating activities, consisting primarily of principal payments and proceeds from investments, net of fundings and purchases of investments, and the items described in “Results of Operations,” was $152.9 million, and net cash used in financing activities was $245.8 million due primarily to net repayments under the Credit Facility of $210.0 million and $52.1 million in distributions paid on our common stock, primarily offset by $19.4 million in net proceeds from the issuance of shares of our common stock under the Current ATM Program and the Prior ATM Program. As of December 31, 2024, cash and cash equivalents, including restricted cash, was $78.7 million.
Previous wording
During the year ended December 31, 2023, net cash provided by operating activities, consisting primarily of principal payments and proceeds from investments, net of fundings and purchases of investments, and the items described in “Results of Operations,” was $106.1 million, and net cash provided by financing activities was $6.2 million due primarily to net borrowings under the Credit Facility of $40.0 million and $21.1 million in net proceeds from the issuance of shares of our common stock under the ATM Program, primarily offset by $54.9 million in distributions paid on our common stock. As of December 31, 2023, cash and cash equivalents, including restricted cash, was $171.6 million.
Current wording
During the year ended December 31, 2023, net cash provided by operating activities, consisting primarily of principal payments and proceeds from investments, net of fundings and purchases of investments, and the items described in “Results of Operations,” was $106.1 million, and net cash provided by financing activities was $6.2 million due primarily to net borrowings under the Credit Facility of $40.0 million and $21.1 million in net proceeds from the issuance of shares of our common stock under the Prior ATM Program, primarily offset by $54.9 million in distributions paid on our common stock. As of December 31, 2023, cash and cash equivalents, including restricted cash, was $171.6 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) 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 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 December 31, 2023, 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 December 31, 2024, we had $300 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 is scheduled to expire on November 30, 2025, and the scheduled maturity date of the Credit Facility is May 30, 2027 (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 3.20% if facility utilization is greater than or equal to 75%, 3.35% if utilization is greater than or equal to 50% but less than 75%, 3.50% 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.
Previous wording
As of December 31, 2023 and 2022, we had outstanding borrowings under the Credit Facility of $215.0 million and $175.0 million, respectively, excluding deferred credit facility costs of $2.7 million and $4.1 million, respectively, which is included in the consolidated statements of assets and liabilities. We had 135.0 million and $175.0 million of remaining capacity on our Credit Facility as of December 31, 2023 and 2022, respectively.
Current wording
As of December 31, 2024 and 2023, we had outstanding borrowings under the Credit Facility of $5.0 million and $215.0 million, respectively, excluding deferred credit facility costs of $3.9 million and $2.7 million, respectively, which is included in the consolidated statements of assets and liabilities. We had $295.0 million and $135.0 million of remaining capacity on our Credit Facility as of December 31, 2024 and 2023, respectively.
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 September 30, 2022, we entered into a sales agreement (the “2022 Sales Agreement”) with the Adviser, the Administrator and UBS Securities LLC (the “Sales Agent”), providing for the issuance and sale 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 “Prior ATM Program”). Subject to the terms of the 2022 Sales Agreement, the Sales Agent was not required to sell any specific number or dollar amount of securities but acted 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.
Previous wording
As of December 31, 2023, $28.3 million in shares remained available for sale under the ATM Program.
Current wording
As of December 31, 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 December 31, 2023, our asset coverage for borrowed amounts was 157%.
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 December 31, 2024, our asset coverage for borrowed amounts was 186%.
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 December 31, 2023 and 2022, our unfunded commitments totaled $118.1 million and $324.0 million, respectively, of which $29.2 million and $88.9 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 December 31, 2024 and 2023, our unfunded commitments totaled $104.5 million and $118.1 million, respectively, of which $9.1 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 December 31, 2022, our unfunded commitments to 37 companies totaled $324.0 million. During the year ended December 31, 2022, $43.8 million in unfunded commitments expired or were terminated.
Current wording
As of December 31, 2024, our unfunded commitments to 14 companies totaled $104.5 million. During the year ended December 31, 2024, $53.4 million in unfunded commitments expired or were terminated.
Previous wording
The fair value at the inception of the delay draw credit agreements with our portfolio companies is equal to the fees and/or warrants received to enter into these agreements, taking into account the remaining terms of the agreements and the relevant counterparty’s credit profile. The unfunded commitment liability reflects the fair value of these future funding commitments. As of December 31, 2023 and 2022, the fair value for these unfunded commitments totaled $1.6 million and $5.5 million, respectively, and was included in “other accrued expenses and liabilities” in our consolidated statements of assets and liabilities.
Current wording
The fair value at the inception of the delay draw credit agreements with our portfolio companies is equal to the fees and/or warrants received to enter into these agreements, taking into account the remaining terms of the agreements and the relevant counterparty’s credit profile. The unfunded commitment liability reflects the fair value of these future funding commitments. As of December 31, 2024 and 2023, the fair value for these unfunded commitments totaled $0.9 million and $1.6 million, respectively, and was included in “other accrued expenses and liabilities” in our consolidated statements of assets and liabilities.
Showing the first 40 of 43 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
On May 2, 2024, we entered into a new sales agreement (the “2024 Sales Agreement”) with the Adviser, the Administrator and the Sales Agent, providing for the issuance and sale from time to time of up to an aggregate of $75.0 million in shares of our common stock by means of at-the-market offerings (the “Current ATM Program” and, together with the Prior ATM Program, the “ATM Programs”). 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. 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 the Company and the Sales Agent.