Annual Report for Fiscal Year Ending December 31, 2024 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

(All figures in this item are in thousands except share, per share and other data.)

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this annual report. In addition to historical information, the following discussion and other parts of this annual report contain forward-looking information that involves risks, uncertainties and other factors outside of our control. Our actual results may differ significantly from any results expressed or implied by these forward-looking statements due to the factors discussed in "Cautionary Statement Regarding Forward-Looking Statements" appearing elsewhere in this annual report on Form 10-K. The period ended December 31, 2023 represents the period from September 29, 2023 (commencement of operations) to December 31, 2023.

Overview and Investment Framework

We are a Delaware statutory trust structured as a non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. In addition, for U.S. federal income tax purposes, we have elected to be treated as a RIC under Subchapter M of the Code, and we expect to qualify as a RIC annually. We are managed by our Adviser. The Administrator will provide the administrative services necessary for us to operate.

Our investment objective is to generate current income by targeting direct lending and related investments with favorable risk-adjusted returns.

We seek to generate current income primarily by investing in the debt of private, U.S. domiciled, sponsored and non-sponsored middle-market and upper middle-market companies. Some of this debt may be directly originated by us, by which we mean that we will negotiate and structure material terms of the transaction other than just the price. Alternatively, we may participate in transactions where third parties are equally or more involved in the negotiation and structuring with the company, including club deals, or transactions with a bank or advisor acting as an intermediary.

Our core focus on "middle market" companies refers to companies with annual EBITDA between $25 million and $125 million. We refer to companies with annual EBITDA equal to or greater than approximately $125 million as "upper middle-market companies". By "non-sponsored" companies, we generally mean companies whose equity is substantially owned by the founders or public companies, or companies whose equity is substantially owned by family offices, endowments, or alternative investment funds.

We focus on what we consider to be high quality, performing borrowers in stable or growing industries. Our process prioritizes borrower quality, and capital preservation over yield, to select investments that offer current income. Under normal circumstances, we will invest directly or indirectly at least 80% of our total assets (net assets plus borrowings for investment purposes) in credit instruments (including, but not limited to, loans, bonds and other credit instruments, such as first-lien debt, second-lien debt, mezzanine and unsecured debt) of varying maturities, which we refer to as our 80% policy. The Company's 80% policy with respect to investments in debt instruments is not fundamental and may be changed by our Board without shareholder approval. Shareholders will be provided with sixty (60) days' notice in the manner prescribed by the SEC before making any change to this policy.

Key Components of Our Results of Operations

Revenues

We generate revenues primarily in the form of interest income from the debt investments we hold. In addition, we may generate income from capital gains on the sale of investments and various loan origination and other fees. Our debt investments typically have a term of five to eight years and bear interest at floating rates on the basis of a benchmark such as SOFR. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we may receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity may also reflect the proceeds of sales of securities. In some cases, our debt investments may provide for deferred interest payments or PIK interest. The principal amount of the debt investments and any accrued but unpaid interest generally will become due at the maturity date. In addition, we generate revenue in the form of prepayment and other fees in connection with transactions. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts as interest income. We record prepayment premiums on debt investments as interest income when earned. Dividend income, if any, is recognized on an accrual basis to the extent that we expect to collect such amounts.

In addition, we may generate revenue from various fees in the ordinary course of business such as in the form of commitment, loan origination, structuring, consent, waiver, amendment, syndication, due diligence and other miscellaneous fees as well as fees for providing managerial assistance to our portfolio companies, and consulting fees.

Expenses

Except as specifically provided below, when and to the extent that the investment professionals and staff of the Adviser are engaged in providing investment advisory services to us, the allocable portions of their base compensation, bonus and benefits, routine overhead expenses, and other costs and expenses will be paid for by the Adviser. We bear all other costs and expenses of our operations, administration and transactions, including the Management Fees and Incentive Fees that are paid to the Adviser pursuant to the Investment Advisory Agreement. We also bear our allocable portion of the compensation, overhead (including rent, IT assistance, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement. These administrative expenses include the salaries and expenses of our chief compliance officer, chief financial officer, and their respective staffs, and the salaries and expenses of the investor relations, legal, operations, and other non-investment professionals at the Administrator that perform duties for us.

From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services on our behalf. We will reimburse the Adviser, the Administrator and their affiliates for any such amounts. The Administrator has elected to forgo any reimbursement for rent and other occupancy costs for the year ended December 31, 2024. However, the Administrator may seek reimbursement for such costs in future periods. All of the foregoing expenses will ultimately be borne by our shareholders.

Costs and expenses of the Administrator and the Adviser that are eligible for reimbursement by us will be reasonably allocated on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator in accordance with policies adopted by the Board.

Portfolio and Investment Activity

The Company commenced operations on December 20, 2023, and did not make any investments during the period from December 20, 2023 to December 31, 2023. As a result, the Company had no investments in the corresponding prior year period with which to compare our investment activities.

Our investment activity is presented below for the year ended December 31, 2024 (information herein is at amortized cost unless otherwise indicated):

Investments:
Total investments, beginning of year		$	-
New investments purchased including capitalized PIK interest and dividends			1,354,031
Accretion of discounts			5,642
Investments sold or repaid			(152,531	)
Total investments, end of year		$	1,207,142
Number of portfolio companies			40
Weighted average yield on debt and income producing investments, at amortized cost			10.49	%
Weighted average yield on debt and income producing investments, at fair value			10.41	%

Our investments consisted of the following:

		December 31, 2024
		Amortized Cost				Fair Value				% of Total Investments at Fair Value
First lien debt		$	1,122,966			$	1,132,256				93.08	%
Common equity			7,500				7,500				0.62
Preferred equity			76,676				76,687				6.30
Total		$	1,207,142			$	1,216,443				100.00	%

As of December 31, 2024, no loans in the portfolio were on non-accrual status.

Our Adviser monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action with respect to each portfolio company. Our Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:

As part of the monitoring process, our Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Adviser rates the credit risk of all investments on a scale of 1 to 5. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may take into account the performance of the portfolio company's business, the collateral coverage of the investment and other relevant factors. The rating system is as follows:

The following table shows the composition of our debt portfolio on the 1 to 5 rating scale:

Rating		December 31, 2024
1		$	86,103
2			1,046,153
3			-
4			-
5			-
Total		$	1,132,256

Results of Operations

The following table represents the operating results:

	For the Year Ended December 31,				For the Period from September 29, 2023 (seeding) through December 31,
	2024				2023
Total investment income	$	64,928			$	-
Net operating expenses		27,978				841
Net investment income (loss)		36,950				(841	)
Net unrealized gains		9,301				-
Net increase (decrease) in net assets resulting from operations	$	46,251			$	(841	)

Investment Income

Investment income was as follows:

		For the Year Ended December 31, 2024
Interest income		$	63,354
Dividend income			1,343
Fee income			231
Total investment income		$	64,928

For the year ended December 31, 2024, total investment income was driven by our deployment of capital and increased invested balance of investments. The size of our investment portfolio was $1,216,443 at fair value at December 31, 2024. We commenced operations on December 20, 2024 and made no investments in the period ended December 31, 2023.

Expenses

Expenses were as follows:

	For the Year Ended December 31,				For the Period from September 29, 2023 (seeding) through December 31,
	2024				2023
Interest expense	$	22,277			$	-
Management Fees		7,191				-
Income based Incentive Fees		5,515				-
Administrative services		1,955				5
Professional fees		2,003				81
Board of Trustees' fees		190				16
Organization costs		-				1,024
Other general and administrative		1,860				22
Amortization of deferred offering costs		773				18
Total operating expenses		41,764				1,166
Management Fees waived		(3,596	)			-
Incentive Fees waived		(5,515	)			-
Expense support		(4,675	)			(325	)
Net operating expenses	$	27,978			$	841

Interest expense for the year ended December 31, 2024 was driven by borrowings in our Revolving Credit Facilities and Repurchase Obligations (each as defined below). Management Fees for the year ended December 31, 2024 were driven by our deployment of capital. For the year ended December 31, 2024, the Adviser waived Management Fees of $3,596. For the year ended December 31, 2024, the Incentive Fees earned related to pre-Incentive Fee net investment income were $5,515, all of which was waived by the Adviser. There were no accrued capital gains Incentive Fees based on our cumulative net realized and unrealized depreciation as of year end. The accrual for any capital gains Incentive Fees under U.S. GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual.

Organization costs and offering costs, if any, include expenses incurred in our initial formation and our Private Offering. Professional fees include legal, rating agencies, audit, tax, valuation, technology and other professional fees incurred related to the management of us. Administrative services 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 certain of our executive officers, their respective staff and other non-investment professionals that perform duties for us. Other general and administrative expenses include insurance, filing, research, subscriptions and other costs.

We expect our operating expenses related to our ongoing operations to increase in the next several quarters because of the anticipated growth in the size of our asset base. We expect operating expenses as a percentage of our total assets to decrease during periods of asset growth.

We entered into an Expense Support and Conditional Reimbursement Agreement with the Adviser. For additional information see "Item 8. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 3. Agreements and Related Party Transactions."

Income Taxes, Including Excise Taxes

We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our shareholders in each taxable year generally at least 90% of the sum of our investment company taxable income, as defined by the Code (without regard to the deduction for dividends paid), and net tax-exempt income for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our shareholders, which generally relieve us from corporate-level U.S. federal income taxes.

Depending on the level of taxable income earned in a tax year, we may carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we will accrue excise tax on estimated excess taxable income.

For the year ended December 31, 2024 and the period ended December 31, 2023, the Company did not incur any U.S. federal excise tax.

Net Unrealized Gain

We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the year ended December 31, 2024, the net unrealized gain on our investment portfolio was $9,301.

Financial Condition, Liquidity and Capital Resources

We generate cash from the net proceeds of drawdowns on our Capital Commitments, proceeds from net borrowings on our Revolving Credit Facilities, proceeds from net borrowings on our Repurchase Obligations, and income earned on our debt investments. The primary uses of our cash and cash equivalents are for (i) originating loans and purchases of senior secured debt investments, (ii) funding the costs of our operations (including fees paid to the Adviser and expense reimbursements paid to the Administrator), (iii) debt service, repayment and other financing costs of any borrowings and (iv) cash distributions to the holders of our Common Shares. We believe that our cash and cash equivalents as of December 31, 2024, together with available capacity under our Revolving Credit Facilities and uncalled Capital Commitments are sufficient to meet our obligations, support our investing activities and enable us to conduct our operations in the near term and in the foreseeable future.

As of December 31, 2024, we had the Citi Revolving Credit Facility and MS Revolving Credit Facility outstanding, as described in "Borrowings" below. We may from time to time enter into additional credit facilities, increase the size of our existing credit facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred shares, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred shares, is at least 150%. As of December 31, 2024, we had an aggregate amount of $674,121 of senior securities outstanding, our asset coverage ratio was 190.2%, and our asset coverage per unit was $1,904. On December 12, 2023, our sole initial shareholder approved the adoption of this 150% threshold pursuant to Section 61(a)(2) of the 1940 Act. As of such date, our initial shareholder was the only holder of our Common Shares and it waived the right to receive repurchase offers pursuant to Section 61(a)(2)(D)(ii) of the 1940 Act. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation to cover any outstanding unfunded commitments we are required to fund.

As of December 31, 2024, we had $104,380 in cash and cash equivalents. During the year ended December 31, 2024, cash used in operating activities was $1,147,085, primarily as a result of funding portfolio investments offset by proceeds from principal repayments and net investment income for the year. Cash provided by financing activities was $1,248,585 during the year ended December 31, 2024, primarily as a result of proceeds from the issuance of Common Shares and net borrowings on our Revolving Credit Facilities and Repurchase Obligations.

Equity

The following table summarizes the total shares issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the year ended December 31, 2024:

Common Share Issuance Date		Number of Common Shares Issued				Aggregate Proceeds
January 19, 2024			3,765,200			$	94,130
March 11, 2024			1,015,454				25,946
April 22, 2024			2,992,649				76,445
June 17, 2024			2,748,132				71,490
July 29, 2024			1,969,832				51,298
August 26, 2024			3,591,635				94,410
November 11, 2024			3,111,518				83,147
December 16, 2024			3,581,794				96,673
Total			22,776,214			$	593,539

During the year ended December 31, 2024, we entered into Subscription Agreements with a number of investors, including affiliates of the Adviser, providing for the private placement of our Common Shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase our Common Shares up to the amount of their respective Capital Commitment on an as-needed basis each time we deliver a drawdown notice to our investors. As of December 31, 2024, we had received Capital Commitments totaling $1,639,580 ($1,039,541 remaining undrawn), of which $32,650 ($20,570 remaining undrawn) was from affiliates of the Adviser.

Distributions

We have elected and qualified to be treated for U.S. federal income tax purposes as a RIC under subchapter M of the Code. To maintain RIC status, we must distribute (or be treated as distributing) in each taxable year dividends for tax purposes equal to at least 90 percent of the sum of our:

As a RIC, we (but not our shareholders) generally will not be subject to U.S. federal income tax on investment company taxable income and net capital gains that we distribute to our shareholders.

We intend to distribute annually all or substantially all of such income. To the extent that we retain our net capital gains or any investment company taxable income, we generally will be subject to corporate-level U.S. federal income tax. We may choose to retain our net capital gains or any investment company taxable income, and pay the U.S. federal excise tax described below.

Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% U.S. federal excise tax payable by us. To avoid this tax, we must distribute (or be treated as distributing) during each calendar year an amount at least equal to the sum of:

While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% U.S. federal excise tax, sufficient amounts of our taxable income and capital gains may not be distributed to avoid entirely the imposition of this tax. In that event, we will be liable for this tax only on the amount by which we do not meet the foregoing distribution requirement.

We intend to pay quarterly dividends to our shareholders out of assets legally available for distribution. All dividends will be paid at the discretion of our Board and will depend on our earnings, financial condition, maintenance of RIC status, compliance with applicable BDC regulations and such other factors as our Board may deem relevant from time to time.

To the extent our current taxable earnings for a year fall below the total amount of our distributions for that year, a portion of those distributions may be deemed a return of capital to our shareholders for U.S. federal income tax purposes. Thus, the source of a distribution to our shareholders may be the original capital invested by the shareholder rather than our income or gains. Shareholders should read any written disclosure carefully and should not assume that the source of any distribution is our ordinary income or gains.

We have adopted an "opt out" dividend reinvestment plan for our common shareholders. As a result, if we declare a cash dividend or other distribution, each shareholder that has not "opted out" of our dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of our Common Shares rather than receiving cash dividends. Shareholders who receive distributions in the form of Common Shares will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.

Borrowings

As of December 31, 2024, we had an aggregate principal amount of $672,621 of net borrowings outstanding.

For additional information on our debt obligations see "Note 6. Borrowings" in the notes to our consolidated financial statements.

Related-Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the following:

In addition to the aforementioned agreements, we, our Adviser and certain of our Adviser's affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by our Adviser or its affiliates in a manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. See "Note 3. Agreements and Related Party Transactions" in the notes to our consolidated financial statements.

Critical Accounting Estimates

The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting estimates should be read in connection with our risk factors described "Item 1A. Risk Factors."

We apply fair value to all of our financial instruments in accordance with ASC Topic 820. ASC Topic 820 defines fair value, establishes a framework used to measure fair value and requires disclosures for fair value measurements. In accordance with ASC Topic 820, we have categorized our financial instruments carried at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy. Fair value is a market-based measure considered from the perspective of the market participant who holds the financial instrument rather than an entity-specific measure. Therefore, when market assumptions are not readily available, our own assumptions are set to reflect those that management believes market participants would use in pricing the financial instrument at the measurement date.

The availability of observable inputs can vary depending on the financial instrument and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new, whether the product is traded on an active exchange or in the secondary market and the current market conditions. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by us in determining fair value is greatest for financial instruments classified as Level 3.

Any changes to the valuation methodology are reviewed by management and our Board to confirm that the changes are appropriate. As markets change, new products develop and the pricing for products becomes more or less transparent, we will continue to refine its valuation methodologies. See further description of fair value methodology in "Note 5. Fair Value Measurements" in the notes to our consolidated financial statements.