Nuveen Churchill Direct Lending Corp.
For the period ended Jun 30, 2025. Filed Aug 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 6, 2025
NCDL$11.81-1.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-08.
0001628280-25-023397
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsRecent DevelopmentsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-06.
0001628280-25-038050
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsRecent DevelopmentsThe 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 226 previous paragraphs and 226 current paragraphs.
156 unchanged; 60 reworded; 8 added; 6 removed; 4 previous and 2 current paragraphs rearranged.
Tables are not compared: 13 previous and 15 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 (8)
Current report
In accordance with the terms of the Advisory Agreement, effective March 31, 2025, the management fee base rate increased from 0.75% to 1.00%. Our increase in management fees for the three and six months ended June 30, 2025 from the comparable periods in 2024 was primarily attributable to the increase in the management fee base rate.
Current report
Additionally, effective March 31, 2025, our Adviser's waiver of incentive fees on income and on capital gains expired pursuant to the terms of the Advisory Agreement. For the three and six months ended June 30, 2025, our income based incentive fees were $2.8 million and $5.1 million, respectively, of which $2.3 million was waived in the first quarter of 2025 in accordance with the terms of the Advisory Agreement. For the three and six months ended June 30, 2024, income based incentive fees of $3.1 million and $7.5 million, respectively, were waived in accordance with the terms of the Advisory Agreement.
Current report
We recorded a net change in unrealized loss of $(12.1) million for the three months ended June 30, 2024, which resulted from a decrease in fair value primarily attributable to two underperforming portfolio companies. We recorded a net change in unrealized loss of $(8.0) million for the six months ended June 30, 2024, which resulted from a decrease in fair value of investments in certain underperforming portfolio companies in the second quarter of 2024, offset by unrealized gains in the first quarter of 2024 driven primarily from the tightening of market spreads and a reversal of unrealized losses on certain of our underperforming debt positions that were ultimately realized.
Current report
The following table reflects the shares distributed pursuant to the dividend reinvestment plan for the six months ended June 30, 2025:
Current report
The following table reflects the shares repurchased pursuant to the Company 10b5-1 Plan for each month from inception through June 30, 2025 (dollar amounts in thousands, except share and per share data):
Current report
On May 7, 2025, the Company and certain of its affiliates filed an application for co-investment exemptive relief based on an updated model of co-investment order that was recently granted by the SEC (as amended on June 30, 2025 and July 7, 2025, the “Application”). The SEC issued a notice for the Application on July 9, 2025, and the notice period expired on August 4, 2025. The Company expects that the SEC will grant the exemptive order on or around August 5, 2025 (the “Order”). The Order would supersede the prior exemptive order granted on June 7, 2019 and amended on October 14, 2022. The Order would permit the Company to participate in negotiated co-investment transactions with other funds managed by the Adviser or certain other affiliates pursuant to the conditions of the Order. The Order would require that a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain findings with respect to the following, among other things, (1) when the Company co-invests with an affiliated entity (as defined in the Application) in an issuer where an affiliated entity has an existing investment in the issuer under certain circumstances, and (2) if the Company disposes of an asset acquired in a co-investment transaction unless the disposition is done on a pro rata basis or the disposition is of a tradable security. Pursuant to the Order, the Board will oversee the Company’s participation in the co-investment program. As required by the Order, the Company has adopted, and the Board has approved, policies and procedures reasonably designed to ensure the Company’s compliance with the conditions of the Order, and the Adviser and the Company’s Chief Compliance Officer will provide reporting to the Board.
Current report
We apply the practical expedient relating to investments in certain portfolio companies that calculate NAV per share (or its equivalent). U,S, GAAP permits an entity holding investments in certain portfolio companies that either are investment companies, or have attributes similar to an investment company, and calculate NAV per share or its equivalent for which the fair value is not readily determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment. Investments which are valued using NAV per share or its equivalent as a practical expedient are not categorized within the fair value hierarchy, as described below.
Current report
On July 21, 2025, the aggregate purchase price for all shares of common stock purchased under the Company 10b5-1 Plan reached $99.3 million, and the Company 10b5-1 Plan was terminated in accordance with its terms on the same date.
Removed paragraphs (6)
Previous report
Management fees increased for the three months ended March 31, 2025 from the comparable periods in 2024 driven by an increase in our total assets. Incentive fees based on income for the three months ended March 31, 2025 and March 31, 2024 of $2.3 million and $4.5 million, respectively, were waived in accordance with our Advisory Agreement.
Previous report
(1) Represents a special dividend.
Previous report
On June 7, 2019, the SEC granted an exemptive order (the “Order”) that permits us to participate in negotiated co-investment transactions with certain other funds and accounts sponsored or managed by either of the Advisers and/or their affiliates, subject to the conditions of the Order. Pursuant to the Order, the Company is permitted to co-invest with its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board's independent directors make certain conclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the potential co-investment transaction, including the consideration to be paid, are reasonable and fair to the Company and its stockholders and do not involve overreaching in respect of the Company or its stockholders on the part of any person concerned and (2) the potential co-investment transaction is consistent with the interests of the Company's stockholders and is consistent with its then-current investment objective and strategies. Neither we nor the affiliated funds are obligated to invest or co-invest when investment opportunities are referred to us or them.
Previous report
In addition, pursuant to an exemptive order issued by the SEC on April 8, 2020 and applicable to all BDCs through December 31, 2020 (the “Temporary Relief”), the Company was permitted, subject to the satisfaction of certain conditions, to complete follow-on investments in our existing portfolio companies with certain affiliates that are private funds if such private funds did not hold an investment in such existing portfolio company. Without the Temporary Relief, such private funds would not be able to participate in such follow-on investments with us unless the private funds had previously acquired securities of the portfolio company in a co-investment transaction with the Company. Although the Temporary Relief expired on December 31, 2020, the SEC’s Division of Investment Management had indicated that until March 31, 2022, it would not recommend enforcement action, to the extent that any BDC with an existing co-investment order continues to engage in certain transactions described in the Temporary Relief, pursuant to the same terms and conditions described therein. The conditional exemptive order is no longer effective; however, on October 14, 2022, the SEC granted an exemptive order to permit the Company to continue to complete follow-on investments in its existing portfolio companies with certain affiliates that are private funds if such private funds did not hold an investment in such existing portfolio company, subject to certain conditions.
Previous report
For the period from April 1, 2025 through May 6, 2025, BofA Securities, Inc., as agent, repurchased an additional 935,888 shares of our common stock pursuant to the Company 10b5-1 Plan for approximately $14 million.
Reworded paragraphs (60)
Previous wording
We have entered into an investment advisory agreement (as amended and restated, the “Advisory Agreement”) with Churchill DLC Advisor LLC (f/k/a Nuveen Churchill Advisors LLC) (the “Adviser”), under which the Adviser has delegated substantially all of its day-to-day portfolio management obligations through a sub-advisory agreement (as amended and restated, the “CAM Sub-Advisory Agreement”) to Churchill Asset Management LLC (“Churchill”). In addition, the Adviser and Churchill have engaged Nuveen Asset Management, LLC (“Nuveen Asset Management” and together with the Adviser and Churchill, the "Advisers") pursuant to a sub-advisory agreement (the "NAM Sub-Advisory Agreement"), pursuant to which Nuveen Asset Management may manage a portion of our portfolio consisting of cash and cash equivalents, liquid fixed-income securities (including broadly syndicated loans) and other liquid credit instruments, subject to the pace and amount of investment activity in the middle market investment program. Under the administration agreement (the “Administration Agreement”), we are provided with certain services by an administrator, Churchill BDC Administration LLC (f/k/a Nuveen Churchill Administration LLC) (the “Administrator”). The Adviser, Churchill, Nuveen Asset Management and Administrator are all affiliates and subsidiaries of Nuveen, LLC (“Nuveen”), a wholly owned subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”).
Current wording
We have entered into an investment advisory agreement (as amended and restated, the “Advisory Agreement”) with Churchill DLC Advisor LLC (the “Adviser”), under which the Adviser has delegated substantially all of its day-to-day portfolio management obligations through a sub-advisory agreement (as amended and restated, the “CAM Sub-Advisory Agreement”) to Churchill Asset Management LLC (“Churchill”). In addition, the Adviser and Churchill have engaged Nuveen Asset Management, LLC (“Nuveen Asset Management” and together with the Adviser and Churchill, the "Advisers") pursuant to a sub-advisory agreement (the "NAM Sub-Advisory Agreement"), pursuant to which Nuveen Asset Management may manage a portion of our portfolio consisting of cash and cash equivalents, liquid fixed-income securities (including broadly syndicated loans) and other liquid credit instruments, subject to the pace and amount of investment activity in the middle market investment program. Under the administration agreement (the “Administration Agreement”), we are provided with certain services by an administrator, Churchill BDC Administration LLC (the “Administrator”). The Adviser, Churchill, Nuveen Asset Management and Administrator are all affiliates and subsidiaries of Nuveen, LLC (“Nuveen”), a wholly owned subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”).
Previous wording
Our portfolio and investment activity for the three months ended March 31, 2025 and 2024 is presented below (dollar amounts in thousands):
Current wording
Our portfolio and investment activity for the three and six months ended June 30, 2025 and 2024 is presented below (dollar amounts in thousands):
Previous wording
•Weighted average reported annual EBITDA of $76.3 million.1
Current wording
•Weighted average reported annual EBITDA of $73.1 million.1
Previous wording
•Weighted average of 2.36x interest coverage ratio for our first-lien loans 2
Current wording
•Weighted average of 2.27x interest coverage ratio for our first-lien loans 2
Previous wording
•Weighted average of 4.92x net leverage.3
Current wording
•Weighted average of 4.93x net leverage.3
Previous wording
•Approximately 85% of our debt investments have financial covenants.4
Current wording
•Approximately 87.80% of our debt investments have financial covenants.4
Previous wording
2 The interest coverage ratio calculation is derived from the most recently available portfolio company financial information received by the Adviser and is a weighted average based on the fair market value of each respective first lien loan investment as of its most recent reporting to lenders. Such reporting may include assumptions regarding the impact of interest rate hedges established by borrowers to reduce their exposure to floating interest rates (resulting in a reduced hedging rate being used for the total interest expense in respect of such hedges, rather than any higher rates applicable under the documentation for such loans), even if such hedging instruments are not pledged as collateral to lenders in respect of such loans and do not secure the loans themselves. The interest rate coverage ratio excludes junior capital investments and equity co-investments and applies solely to traditional middle market first lien loans held by us, which also excludes any upper middle market or other first lien loans investments that do not have maintenance financial covenants and first lien loans that the Adviser has assigned a risk rating of ‘8’ or higher, as well as any portfolio companies with net senior leverage of 15x or greater. As a result of the foregoing exclusions, the interest coverage ratio shown herein applies to 76.41% of our total investments, and 84.43% of our total first lien loan investments, in each case based upon fair value.
Current wording
2 The interest coverage ratio calculation is derived from the most recently available portfolio company financial information received by the Adviser and is a weighted average based on the fair market value of each respective first lien loan investment as of its most recent reporting to lenders. Such reporting may include assumptions regarding the impact of interest rate hedges established by borrowers to reduce their exposure to floating interest rates (resulting in a reduced hedging rate being used for the total interest expense in respect of such hedges, rather than any higher rates applicable under the documentation for such loans), even if such hedging instruments are not pledged as collateral to lenders in respect of such loans and do not secure the loans themselves. The interest rate coverage ratio excludes junior capital investments and equity co-investments and applies solely to traditional middle market first lien loans held by us, which also excludes any upper middle market or other first lien loans investments that do not have maintenance financial covenants and first lien loans that the Adviser has assigned a risk rating of ‘8’ or higher, as well as any portfolio companies with net senior leverage of 15x or greater. As a result of the foregoing exclusions, the interest coverage ratio shown herein applies to 79.12% of our total investments, and 87.93% of our total first lien loan investments, in each case based upon fair value.
Previous wording
1 As of March 31, 2025, Subordinated Debt is comprised of second lien term loans and/or second lien notes of $70,668, mezzanine debt of $89,548 and structured debt of $1,995 at fair value; Subordinated Debt is comprised of second lien term loans and/or second lien notes of $74,582, mezzanine debt of $95,961 and structured debt of $4,412 at amortized cost.
Current wording
1 As of June 30, 2025, Subordinated Debt was comprised of second lien term loans and/or second lien notes of $71,780, mezzanine debt of $85,812 and structured debt of $2,414 at fair value; Subordinated Debt was comprised of second lien term loans and/or second lien notes of $75,606, mezzanine debt of $95,044 and structured debt of $4,467 at amortized cost.
Previous wording
As of December 31, 2024, Subordinated Debt is comprised of second lien term loans and/or second lien notes of $67,780, mezzanine debt of $89,740 and structured debt of $1,618 at fair value; Subordinated Debt is comprised of second lien term loans and/or second lien notes of $71,622, mezzanine debt of $94,978 and structured debt of $4,357 at amortized cost.
Current wording
As of December 31, 2024, Subordinated Debt was comprised of second lien term loans and/or second lien notes of $67,780, mezzanine debt of $89,740 and structured debt of $1,618 at fair value; Subordinated Debt was comprised of second lien term loans and/or second lien notes of $71,622, mezzanine debt of $94,978 and structured debt of $4,357 at amortized cost.
Previous wording
1 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at cost, as of March 31, 2025 was 9.99%. Weighted average yield inclusive of debt and income producing investments on non-accrual status, at cost, as of December 31, 2024 was 10.30%.
Current wording
1 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at cost, as of June 30, 2025 was 10.04%. Weighted average yield inclusive of debt and income producing investments on non-accrual status, at cost, as of December 31, 2024, was 10.30%.
Previous wording
2 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at fair value, as of March 31, 2025 was 10.14%. Weighted average yield inclusive of debt and income producing investments on non-accrual status, at fair value, as of December 31, 2024 was 10.40%.
Current wording
2 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at fair value, as of June 30, 2025 was 10.18%. Weighted average yield inclusive of debt and income producing investments on non-accrual status, at fair value, as of December 31, 2024, was 10.40%.
Previous wording
As of March 31, 2025, 99.06% and 99.06% of our floating rate debt and income producing investments at cost and at fair value, respectively, had interest rate floors that govern the minimum applicable interest rates on such loans. As of December 31, 2024, 99.10% and 99.09% of our floating rate debt and income producing investments at cost and at fair value, respectively, had interest rate floors that govern the minimum applicable interest rates on such loans.
Current wording
As of June 30, 2025, 99.96% and 99.96% of our floating rate debt and income producing investments at cost and at fair value, respectively, had interest rate floors that govern the minimum applicable interest rates on such loans. As of December 31, 2024, 99.10% and 99.09% of our floating rate debt and income producing investments at cost and at fair value, respectively, had interest rate floors that govern the minimum applicable interest rates on such loans.
Previous wording
The weighted average yield of our debt and income producing securities is not the same as a return on investment for our shareholders, but rather relates to our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates as of each respective date, including accretion of original issue discount, but excluding any investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level. Total weighted average yields of our debt and income producing investments, at cost, decreased from 10.33% to 10.10% from December 31, 2024 to March 31, 2025. The decrease in weighted average yields was primarily due to lower base interest rates.
Current wording
The weighted average yield of our debt and income producing securities is not the same as a return on investment for our shareholders, but rather relates to our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates as of each respective date, including accretion of original issue discount, but excluding any investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level. Total weighted average yields of our debt and income producing investments, at cost, decreased from 10.33% to 10.08% from December 31, 2024 to June 30, 2025. The decrease in weighted average yields was primarily due to lower base interest rates.
Previous wording
Private equity mergers and acquisitions ("M&A") activity slowed in the first quarter of 2025 as investors sought to understand the impact of tariffs on private businesses. Prepayment activity in the first quarter of 2025 returned to normalized levels, primarily as a result of refinancings, as spreads remain attractive to borrowers. While prepayments serve as an offset to new transaction activity, we believe that lenders who are well positioned with available liquidity, as well as incumbent positions in portfolio companies, will benefit from the refinancing activity in the market.
Current wording
Private equity mergers and acquisitions ("M&A") activity began to rebound late in the second quarter of 2025, after a slow down at the beginning of the second quarter caused by uncertainty regarding the U.S. global trade policy, which resulted in market volatility. Repayment activity in the first half of 2025 remained in line with historical averages primarily as a result of new transaction activity, as well as some refinancings, as spreads remain attractive to borrowers. While repayments serve as an offset to new transaction activity, we believe that lenders who are well positioned with available liquidity, as well as incumbent positions in portfolio companies and existing relationships, will benefit from new deal activity in the market.
Previous wording
Changes to trade policies, including the imposition of new tariffs by the current administration, could disrupt supply chains and may negatively impact the financial condition of certain of our portfolio companies as well as the macro-economic environment. In light of these changes, we are closely monitoring the impacts to our portfolio companies, and we will continue to seek to invest in defensive businesses with low levels of cyclicality, strong levels of free cash flow generation, and multiple channels to source products or materials. While we are not seeing signs of a broad-based deterioration in our performance or that of our portfolio companies at this time, there can be no assurance that the performance of certain of our portfolio companies will not be negatively impacted by economic conditions, which could have a negative impact on our future results.
Current wording
Changes to trade policies, including the imposition of new tariffs by the current administration, could disrupt supply chains and may negatively impact the financial condition of certain of our portfolio companies as well as the macro-economic environment. In light of these changes, we are closely monitoring the impacts to our portfolio companies, and we will continue to seek to invest in defensive businesses with low levels of cyclicality, strong levels of free cash flow generation, and multiple channels to source products or materials. There can be no assurance that the performance of certain of our portfolio companies will not be negatively impacted by economic conditions, which could have a negative impact on our future results.
Previous wording
As of March 31, 2025 and December 31, 2024, the weighted average Internal Risk Rating of our investment portfolio was 4.14 and 4.13, respectively. As of March 31, 2025, there were investments in two portfolio company on non-accrual. As of March 31, 2025, the amortized cost of the portfolio company on non-accrual status was $21,799, which represents approximately 1.03% of total investments at amortized cost. As of December 31, 2024, there was one portfolio company on non-accrual. As of December 31, 2024, the amortized cost of the portfolio company on non-accrual status was $7,257, which represents approximately 0.35% of total investments at amortized cost.
Current wording
As of June 30, 2025 and December 31, 2024, the weighted average Internal Risk Rating of our investment portfolio was 4.15 and 4.13, respectively. As of June 30, 2025, there were investments in one portfolio company on non-accrual with an aggregate amortized cost of $7,275, which represented approximately 0.36% of total investments at amortized cost. As of December 31, 2024, there were investments in one portfolio company on non-accrual with an aggregate amortized cost of $7,257, which represented approximately 0.35% of total investments at amortized cost.
Previous wording
Operating results for the three months ended March 31, 2025 and 2024 were as follows (dollars amounts in thousands):
Current wording
Operating results for the three and six months ended June 30, 2025 and 2024 were as follows (dollars amounts in thousands):
Previous wording
Investment income increased to $53.6 million for the three months ended March 31, 2025 from $51.6 million for the three months ended March 31, 2024, primarily due to increased investment activity, offset by a decrease in the weighted average yield of our debt and income producing investments. As of March 31, 2025, the size of our portfolio increased to $2.1 billion from $1.8 billion as of March 31, 2024, at cost. As of March 31, 2025, the weighted average yield of our debt and income producing investments decreased to 10.10% from 11.55% as of March 31, 2024, at cost, primarily due to overall tightening of spreads in new investments and the decline in base interest rates. Shifting base interest rates, such as SOFR and any applicable alternate rates, may affect our investment income.
Current wording
Investment income for the three and six months ended June 30, 2025 was $53.1 million and $106.7 million, respectively, compared to $55.1 million and $106.7 million for the three and six months ended June 30, 2024, respectively. As of June 30, 2025 and June 30, 2024, the size of our portfolio was $2.0 billion and $2.0 billion, at cost, respectively. Average par value of funded debt investments for the three and six months ended June 30, 2025 was $2.0 billion and $2.1 billion, respectively, compared to $1.9 billion and $1.8 billion for the three and six months ended June 30, 2024, respectively. As of June 30, 2025, the weighted average yield of our debt and income producing investments decreased to 10.08% from 11.32% as of June 30, 2024, at cost, primarily due to overall tightening of spreads in new investments and the decline in base interest rates. Shifting base interest rates, such as SOFR and any applicable alternate rates, may also affect our investment income.
Previous wording
Total expenses before waived incentive fees increased to $28.4 million for the three months ended March 31, 2025 from $26.3 million for the three months ended March 31, 2024.
Current wording
Total expenses before waived incentive fees increased to $30.3 million and $58.7 million for the three and six months ended June 30, 2025, respectively, from $27.2 million and $53.5 million for the three and six months ended June 30, 2024, respectively.
Previous wording
Interest and debt financing expenses increased for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily due to higher average daily borrowings and expenses relating to the termination of the Wells Fargo Financing Facility and the CLO-I Refinancing (each as defined below) during the period. Average daily borrowings increased during the period primarily due to the issuance of the 2030 Notes (defined below) on January 22, 2025 and the increase in commitments on the Revolving Credit Facility (defined below) on October 4, 2024 and April 9, 2024. Additionally, for the three months ended March 31, 2025, we recorded $1.36 million of non-recurring interest and debt financing expenses relating to the acceleration of deferred financing costs relating to the termination of our Wells Fargo Financing Facility and the CLO-I Refinancing. The average daily borrowings for the three months ended March 31, 2025 were $1.2 billion compared to $819.9 million for the three months ended March 31, 2024. The average annual interest rate for the three months ended March 31, 2025 was 6.57% compared to 7.65% for the three months ended March 31, 2024.
Current wording
Wells Fargo Financing Facility and the CLO-I Refinancing (each as defined below) during the first quarter of 2025. Average daily borrowings increased during the period primarily due to the issuance of the 2030 Notes (defined below) on January 22, 2025 and the increase in borrowings on the Revolving Credit Facility (defined below) on October 4, 2024 and April 9, 2024. Additionally, for the six months ended June 30, 2025, we recorded $1.36 million of non-recurring interest and debt financing expenses relating to the acceleration of deferred financing costs relating to the termination of our Wells Fargo Financing Facility and the CLO-I Refinancing. The average daily borrowings for the three and six months ended June 30, 2025 were $1.2 billion and $1.2 billion, respectively, compared to $939.0 million and $879.5 million for the three and six months ended June 30, 2024, respectively. The average annual interest rate for the three and six months ended June 30, 2025 was 6.62% and 6.59%, respectively, compared to 7.73% and 7.71% for the three and six months ended June 30, 2024, respectively.
Previous wording
Professional fees include legal, audit, tax, valuation, and other professional fees incurred related to the management of the Company. Administrative fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of our chief financial officer and chief compliance officer, and their respective staffs. Other general and administrative expenses include insurance, filing, research, rating agencies, subscriptions and other costs. Professional, administration, and other general and administrative fees for the three months ended March 31, 2025 were $1.4 million compared to $1.5 million for the three months ended March 31, 2024.
Current wording
Professional fees include legal, audit, tax, valuation, and other professional fees incurred related to the management of the Company. Administrative fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of our chief financial officer and chief compliance officer, and their respective staffs. Other general and administrative expenses include insurance, filing, research, rating agencies, subscriptions and other costs. Professional, administration, and other general and administrative fees for the three and six months ended June 30, 2025 were $2.0 million and $3.4 million, respectively, compared to $1.6 million and $3.2 million for the three and six months ended June 30, 2024, respectively.
Previous wording
For the three months ended March 31, 2025, we had a net realized gain on investments of $1.1 million compared to a net realized loss of $(3.6) million for the three months ended March 31, 2024. The net realized gain for the three months ended March 31, 2025 was primarily driven by realized gains from full or partial repayments and sales of investments in portfolio companies.
Current wording
For the three months ended June 30, 2025, we had a net realized loss on investments of $(10.7) million compared to a net realized gain of $1.0 million for the three months ended June 30, 2024. The net realized loss for the three months ended June 30, 2025 was primarily driven by the restructuring of an underperforming debt position. For the six months ended June 30, 2025, we had a net realized loss on investments of $(9.6) million, compared to a net realized loss of $(2.6) million for the six months ended June 30, 2024, respectively. The net realized loss for the six months ended June 30, 2025 was primarily driven by the restructuring of an underperforming debt position offset by realized gains from full or partial repayments and sales of investments in portfolio companies.
Previous wording
We recorded a net change in unrealized loss of $(13.6) million for the three months ended March 31, 2025 compared to a net change in unrealized gain of $4.1 million for the three months ended March 31, 2024, which reflects the net change in the fair value of our investment portfolio relative to its cost basis over the period. The net change in unrealized loss for the three months ended March 31, 2025 primarily resulted from the underperformance of certain portfolio companies as market spreads remained relatively stable throughout the period.
Current wording
We recorded a net change in unrealized gain of $3.8 million for the three months ended June 30, 2025, which resulted primarily from a reversal of an unrealized loss on an underperforming debt position that was restructured during the period offset by a decrease in fair value of certain underperforming portfolio investments. We recorded net change in unrealized loss of $(9.8) million for the six months ended June 30, 2025, which resulted from the reversal of an unrealized loss on an underperforming debt position that was restructured during the period offset by the underperformance of certain portfolio companies as market spreads remained relatively stable throughout the period.
Previous wording
Due to the diverse capital resources available to us at this time, we believe we have adequate liquidity to support our near-term capital requirements. Our liquidity and capital resources are generated primarily from cash flows from income earned from our investments and principal repayments, net proceeds of public offerings of debt securities and equity securities (including through the ATM Program, as described below), and our net borrowings from our credit facilities and CLO debt issuances (discussed further below). Due to an uncertain economic outlook and current market volatility, we regularly evaluate our overall liquidity position and take proactive steps to maintain that position based on such circumstances. The primary uses of our cash are (i) purchases of investments in portfolio companies, (ii) funding the cost of our operations (including fees paid to our Adviser), (iii) debt service, repayment and other financing costs of our borrowings, (iv) cash distributions to the holders of our shares, and (v) share repurchases under the Company 10b5-1 Plan (defined below).
Current wording
Due to the diverse capital resources available to us at this time, we believe we have adequate liquidity to support our near-term capital requirements. Our liquidity and capital resources are generated primarily from cash flows from income earned from our investments and principal repayments, net proceeds of public offerings of debt securities and equity securities (including through the ATM Program, as described below), and our net borrowings from our Revolving Credit Facility (as defined below) and CLO debt issuances (discussed further below). Due to an uncertain economic outlook and current market volatility, we regularly evaluate our overall liquidity position and take proactive steps to maintain that position based on such circumstances. The primary uses of our cash are (i) purchases of investments in portfolio companies, (ii) funding the cost of our operations (including fees paid to our Adviser), (iii) debt service, repayment and other financing costs of our borrowings, (iv) cash distributions to the holders of our shares, and (v) share repurchases under the Company 10b5-1 Plan (defined below).
Previous wording
As of March 31, 2025 and December 31, 2024, our debt consisted of asset based leverage facilities, a revolving credit facility, debt securitizations, and an unsecured note issuance. We have and will continue to, from time to time, enter into additional credit facilities, increase the size of our existing credit facilities or issue further debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. We are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our shares if our asset coverage, as defined in the 1940 Act, is at least equal to 150%, if certain requirements are met. As of March 31, 2025 and December 31, 2024, our asset coverage ratio was 176.52% and 187.03%, respectively.
Current wording
As of June 30, 2025 and December 31, 2024, our debt consisted of asset based leverage facilities, a revolving credit facility, debt securitizations, and an unsecured note issuance. We have and will continue to, from time to time, enter into additional credit facilities, increase the size of our existing credit facilities or issue further debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. We are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our shares if our asset coverage, as defined in the 1940 Act, is at least equal to 150%, if certain requirements are met. As of June 30, 2025 and December 31, 2024, our asset coverage ratio was 179.67% and 187.03%, respectively.
Previous wording
Cash and cash equivalents as of March 31, 2025, taken together with our unused capacity under our credit facility is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of March 31, 2025, we had $172.8 million available under our Revolving Credit Facility (as defined below).
Current wording
Cash and cash equivalents as of June 30, 2025, taken together with our unused capacity under our Revolving Credit Facility is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of June 30, 2025, we had $260.3 million available under our Revolving Credit Facility.
Previous wording
For the three months ended March 31, 2025, our cash and cash equivalents balance increased by $5.9 million. During that period, $8.8 million was used in operating activities, primarily relating to investment purchases of $153.0 million, offset by $148.4 million in repayments and sales of investments in portfolio companies. During the same period, $14.7 million was provided by financing activities, consisting primarily of proceeds from secured borrowings of $796.8 million, net of shareholder distributions and repayments of secured borrowings of $29.5 million and $710.0 million, respectively.
Current wording
For the six months ended June 30, 2025, our cash and cash equivalents balance increased by $704.0 thousand. During that period, $128.3 million was provided by operating activities, primarily relating to investment purchases of $234.1 million, offset by $310.6 million in repayments and sales of investments in portfolio companies. During the same period, $(127.6) million was used in financing activities, consisting primarily of net of repayments of secured borrowings of $1.2 million, shareholder distributions of $57.7 million and repurchases of common shares of $63.1 million.
Previous wording
For the three months ended March 31, 2024, our cash and cash equivalents balance decreased by $(3.2) million. During that period, $97.6 million was used in operating activities, primarily relating to investment purchases of $204.3 million, offset by $54.9 million in repayments and sales of investments in portfolio companies. During the same period, $94.3 million was used in financing activities, consisting primarily of proceeds from issuance of shares and proceeds from secured borrowings of $241.7 million and $323.0 million, respectively, net of shareholder distributions and repayments of secured borrowings of $19.3 million and $449.4 million, respectively.
Current wording
For the six months ended June 30, 2024, our cash and cash equivalents balance increased by $3.6 million. During that period, $266.9 million was used in operating activities, primarily relating to investment purchases of $509.3 million, offset by $154.9 million in repayments and sales of investments in portfolio companies. During the same period, $270.5 million was used in financing activities, consisting primarily of proceeds from issuance of shares and proceeds from secured borrowings of $241.7 million and $546.3 million, respectively, net of shareholder distributions and repayments of secured borrowings of $40.8 million and $469.4 million, respectively.
Previous wording
On March 10, 2025, we established an equity at-the-market offering (the "ATM Program"), pursuant to which the Company may offer and sell, from time to time, through distribution managers, or to them, as principals for their own accounts, shares of its common stock having an aggregate offering price up to $200 million. Sales of common stock made pursuant to the ATM Program may be made in negotiated transactions or transactions that are deemed to be “at-the-market” offerings as defined in Rule 415(a)(5) under the Securities Act. We intend to use the net proceeds from the ATM Program for general corporate purposes, which may include, among other things, investing in accordance with its investment objective and strategies, and repaying indebtedness (which may be subject to re-borrowing).
Current wording
On March 10, 2025, we established an equity at-the-market offering program (the “ATM Program”), pursuant to which the Company may offer and sell, from time to time, through distribution managers, or to them, as principals for their own accounts, shares of its common stock having an aggregate offering price up to $200 million. Sales of common stock made pursuant to the ATM Program may be made in negotiated transactions or transactions that are deemed to be “at-the-market” offerings as defined in Rule 415(a)(5) under the Securities Act. We intend to use the net proceeds from the ATM Program for general corporate purposes, which may include, among other things, investing in accordance with its investment objective and strategies, and repaying indebtedness (which may be subject to re-borrowing).
Previous wording
As of March 31, 2025, we had not issued any shares of common stock through the ATM Program.
Current wording
As of June 30, 2025, we had not sold any shares of common stock through the ATM Program.
Previous wording
See Note 9 to the consolidated financial statements in Part I, Item 1 for this Quarterly Report on Form 10-Q for more information on our distributions and dividend reinvestment plan.
Current wording
See Note 9 to the consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information on our distributions and dividend reinvestment plan.
Previous wording
The following table summarizes the Company's distributions recorded for the three months ended March 31, 2025:
Current wording
The following table summarizes the Company's distributions recorded for the six months ended June 30, 2025:
Previous wording
The following table summarizes the Company's distributions recorded for the three months ended March 31, 2024:
Current wording
The following table summarizes the Company's distributions recorded for the six months ended June 30, 2024:
Previous wording
(1) In accordance with the Company’s DRIP, shares were purchased in the open market.
Current wording
(1) In accordance with the Company’s dividend reinvestment plan, shares were purchased in the open market.
Previous wording
The following table reflects the shares issued pursuant to the dividend reinvestment for the three months ended March 31, 2025:
Current wording
The following table reflects the shares issued pursuant to the dividend reinvestment for the six months ended June 30, 2024:
Previous wording
(1) In connection with the distributions with payment date on January 10, 2024, 185,541 DRIP shares were issued.
Current wording
(1) In connection with the distributions with payment date on January 10, 2024 and April 29, 2024, 185,541 and 189,256 shares were newly issued under the dividend reinvestment plan respectively.
Previous wording
The Company 10b5-1 Plan became effective on March 29, 2024, commenced on April 1, 2024 and was amended on March 28, 2025. The amendment on March 28, 2025 (a) extended the Company 10b5-1 Plan for an additional 12-month period, and (b) amended certain terms of the Company 10b5-1 Plan as set forth in the guidelines thereto. As a result of the foregoing, the Company 10b5-1 Plan will terminate upon the earliest to occur of (i) 12-months from March 29, 2025 (tolled for periods during which the Company 10b5-1 Plan is suspended), (ii) the end of the trading day on which the aggregate purchase price for all shares of common stock purchased under the Company 10b5-1 Plan equals $99.3 million and (iii) the occurrence of certain other events described in the Company 10b5-1 Plan.
Current wording
The Company 10b5-1 Plan became effective on March 29, 2024, commenced on April 1, 2024 and was amended on March 28, 2025. The amendment on March 28, 2025 (a) extended the Company 10b5-1 Plan for an additional 12-month period, and (b) amended certain terms of the Company 10b5-1 Plan as set forth in the guidelines thereto. As a result of the foregoing, the Company 10b5-1 Plan will terminate upon the earliest to occur of (i) 12-months from March 29, 2025 (tolled for periods during which the Company 10b5-1 Plan is suspended), (ii) the end of the trading day on which the aggregate purchase price for all shares of common stock purchased under the Company 10b5-1 Plan equals $99.3 million and (iii) the occurrence of certain other events described in the Company 10b5-1 Plan. Subsequent to the fiscal quarter ended June 30, 2025, the Company 10b5-1 Plan was terminated. See "Recent Developments" for more information.
Previous wording
The maximum facility amount available under the Wells Fargo Financing Facility was $225 million. Advances under the Wells Fargo Financing Facility could be prepaid and reborrowed at any time during the reinvestment period, but any termination or reduction of the facility amount prior to the first anniversary of the date of the amendment (subject to certain exceptions) was subject to a commitment reduction fee of 1%. Under the Wells Fargo Financing Facility Agreement, the Company paid a fee on daily undrawn amounts under the Wells Fargo Financing Facility of 0.25% per annum during the period ended June 14, 2024. For the six months following June 14, 2024, the Company paid a fee on daily undrawn amounts under the Wells Fargo Facility of 0.50% per annum. and, thereafter, paid 0.50% per annum on undrawn amounts of up to 40% of the maximum facility amount and 1.50% per annum on undrawn amounts in excess of 40% of the maximum facility amount.
Current wording
The maximum facility amount available under the Wells Fargo Financing Facility was $225 million. Under the Wells Fargo Financing Facility Agreement, the Company paid a fee on daily undrawn amounts under the Wells Fargo Financing Facility of 0.25% per annum during the period ended June 14, 2024. For the six months following June 14, 2024, the Company paid a fee on daily undrawn amounts under the Wells Fargo Facility of 0.50% per annum. and, thereafter, paid 0.50% per annum on undrawn amounts of up to 40% of the maximum facility amount and 1.50% per annum on undrawn amounts in excess of 40% of the maximum facility amount.
Previous wording
As of March 31, 2025 and December 31, 2024, the Wells Fargo Financing Facility bore interest at a rate of SOFR, reset daily, plus 2.20% per annum.
Current wording
As of December 31, 2024, the Wells Fargo Financing Facility bore interest at a rate of SOFR, reset daily, plus 2.20% per annum.
Previous wording
The interest rate for loans under the SMBC Financing Facility Agreement was either the Base Rate plus 1.65% or Term SOFR plus 2.65%. The SMBC Financing Facility Agreement provided for an unused commitment fee of 0.50% per annum on the unused commitments from February 21, 2024 through May 21, 2024 and, thereafter, 0.50% per annum on the unused commitments if such unused commitments are less than 50% of the total commitments and 1.00% per annum on the unused commitments if such unused commitments are greater than or equal to 50% of the total commitments. In connection with the SMBC Financing Facility Amendment, the borrowers paid an extension fee of $450 thousand plus an annualized fee of 0.30% multiplied by $150 million based on the length of time (in years) until the occurrence of a permitted securitization.
Current wording
The interest rate for loans under the SMBC Financing Facility Agreement was either the Base Rate plus 1.65% or Term SOFR plus 2.65%. The SMBC Financing Facility Agreement provided for an unused commitment fee of 0.50% per annum on the unused commitments from February 21, 2024 through May 21, 2024 and, thereafter, 0.50% per annum on the unused commitments if such unused commitments are less than 50% of the total commitments and 1.00% per annum on the unused commitments if such unused commitments are greater than or equal to 50% of the total commitments.
Showing the first 40 of 60 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Interest and debt financing expenses increased for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024, primarily due to higher average daily borrowings and expenses relating to the termination of the
Current report — wording carried from elsewhere
Termination of the Company 10b5-1 Plan
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
The following table reflects the shares issued pursuant to the dividend reinvestment for the three months ended March 31, 2024:
Previous report — wording carried elsewhere
See "Recent Developments" for more information.
Previous report — wording carried elsewhere
The 2023 Debt is backed by a diversified portfolio of senior secured and second lien loans. Through January 20, 2028, all principal collections received on the underlying collateral may be used by CLO-II to purchase new collateral under the direction of the
Previous report — wording carried elsewhere
The 2024 Notes are backed by a diversified portfolio of senior secured and second lien loans. The Indenture contains certain