Management's Discussion and Analysis of Financial Condition and Results of Operations
This quarterly report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs and our assumptions. Words such as "anticipates," "expects," "intends," "plans," "will," "may," "continue," "believes," "seeks," "estimates," "would," "could," "should," "targets," "projects," and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:
•our future operating results;
•our business prospects and the prospects of our portfolio companies;
•risk associated with possible disruptions in our operations or the economy generally, including disruptions from the impact of any public health emergencies or crises;
•interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy;
•the impacts of rising interest and inflation rates and the risk of recession on our business prospects and the prospects of our portfolio companies;
•general economic, political and industry trends and other external factors, including uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union, China, Russia, Ukraine and the Middle East;
•our contractual arrangements and relationships with third parties;
•actual and potential conflicts of interest with our Adviser and its affiliates;
•the dependence of our future success on the general economy and its effect on the industries in which we invest;
•the ability of our portfolio companies to achieve their objectives;
•the adequacy of our financing sources and working capital;
•the timing of cash flows, if any, from the operations of our portfolio companies;
•the ability of our Adviser to locate suitable investments for us and to monitor and administer our investments;
•the ability of our Adviser and its affiliates to attract and retain highly talented professionals;
•our ability to maintain our qualification as a business development company ("BDC") and as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code");
•the effect of changes in tax laws and regulations and interpretations thereof; and
•the risks, uncertainties and other factors we identify under "Item 1A. Risk Factors" of the Fund's Annual Report on Form 10-K and elsewhere in this report.
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled "Item 1A. Risk Factors" of our Annual Report on Form 10-K and elsewhere in this report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future file with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
You should understand that under Section 27A(b)(2)(B) of the Securities Act, and Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports we file under the Exchange Act.
The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Unless indicated otherwise, the "Fund," "we," "us," and "our" refer to Stone Point Credit Income Fund, and the "Adviser" refers to Stone Point Credit Income Adviser LLC, an affiliate of Stone Point Capital LLC ("Stone Point Capital") (together with the Adviser and their other affiliates, collectively, "Stone Point").
Overview
We were formed as a statutory trust under the laws of the State of Delaware on June 24, 2024. We have elected to be treated as a BDC under the 1940 Act, and intends to elect to be treated, and intends to qualify annually thereafter, as a RIC under Subchapter M of the Code. As such, we will be required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in "qualifying assets," source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our taxable income and tax-exempt interest.
As of June 30, 2025, we have called equity capital in the amount of $125,890,285. See "Subscriptions and Drawdowns" under "Financial Condition, Liquidity and Capital Resources" below for further details. Management anticipates calling additional equity capital for investment purposes through drawdowns in respect of capital commitments made by investors pursuant to private placements ("Private Offering") of Shares.
Investment Objective and Strategy
Our investment objective is to generate current income and, to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. Under normal market conditions, we generally invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in private credit investments (loans, bonds and other credit instruments that are issued in private offerings or issued by private companies) (the "80% Policy"). If we change the 80% Policy, we will provide shareholders with at least 60 days' notice of such change. Under normal circumstances, we expect that the majority of its portfolio will be in privately originated and privately negotiated investments, predominantly direct lending to U.S. private companies through private credit.
We generally expect to invest in middle market companies with earnings before interest expense, income tax expense, depreciation and amortization, or "EBITDA," between $30.0 million and $250.0 million annually, in the context of leveraged buyouts, acquisitions, debt refinancings, recapitalizations, and other similar private credit transactions or a
combination of the foregoing in seeking to achieve our investment objective. We may from time to time invest in smaller or larger companies if an attractive opportunity presents itself, especially when there are dislocations in the capital markets, including the high yield and syndicated loan markets. We have adopted a non-fundamental policy to invest, under normal market conditions, at least 75% of the value of our total assets (measured at the time of each such investment) in investments that are in the financial services, business services, software and technology or healthcare services sectors. The remaining 25% of the value of our total assets (measured at the time of each such investment) may be invested across a wide range of sectors.
Key Components of Results of Operations
Investments
Our level of investment activity can and will vary substantially from period to period depending on many factors, including the amount of debt available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the type of investments we make.
As a BDC, we must invest at least 70% of our assets in "qualifying assets," which may include investments in "eligible portfolio companies." Under the relevant SEC rules, the term "eligible portfolio company" includes all U.S. private operating companies and small U.S. public operating companies with a market capitalization of less than $250.0 million.
As a BDC, we may also invest up to 30% of our portfolio opportunistically in "non-qualifying" portfolio investments, such as investments in non-U.S. companies.
Revenues
We expect to generate revenues primarily through receipt of interest and dividend income from our investments. In addition, we may generate income from capital gains on the sales of loans and debt and equity related securities and various loan origination and other fees and dividends on direct equity investments.
Expenses
We do not currently have any employees and do not expect to have any employees. Our day-to-day investment operations are managed by the Adviser, and services necessary for our business, including the origination and administration of our investment portfolio, are provided by individuals who are employees of the Adviser, Administrator and Sub-Administrator, pursuant to the terms of the Investment Advisory Agreement, Administration Agreement and Sub-Administration Agreement. We reimburse the Administrator for its allocable portion of expenses incurred by it in performing its obligations under the Administration Agreement, including its allocable portion of the cost of certain of our officers and their respective staff, and the Adviser for certain expenses under the Investment Advisory Agreement. We will also reimburse the Sub-Administrator for all reasonable expenses incurred in providing services in respect to the Fund. We bear our allocable portion of the compensation paid by Stone Point to our Chief Compliance Officer and Chief Financial Officer and their respective staff (based on a percentage of time such individuals devote, on an estimated basis, to the Fund's business affairs). We bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement; (ii) our allocable portion of overhead and other expenses incurred by Administrator and Sub-Administrator in performing their administrative obligations under the Administration Agreement and Sub-Administration Agreement, respectively, and (iii) all other expenses of its operations and transactions including, without limitation, those relating to:
•Our initial organizational costs incurred prior to the commencement of our operations;
•operating costs incurred prior to the commencement of our operations;
•the cost of calculating our NAV, including the cost of any third-party valuation services;
•the cost of effecting sales and repurchases of Shares and other securities, including, except as otherwise noted below, in connection with the Private Offering;
•fees payable to third parties relating to making investments, including the Adviser's or its affiliates' travel expenses, research costs and out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments;
•interest expense and other costs associated with our indebtedness;
•transfer agent, DRIP administrator and custodial fees;
•out-of-pocket fees and expenses associated with marketing efforts;
•federal and state registration fees and any stock exchange listing fees;
•U.S. federal, state and local taxes;
•Independent Trustees' fees and expenses;
•brokerage commissions and markups;
•fidelity bond, trustees' and officers' liability insurance and other insurance premiums;
•direct costs, such as printing, mailing, long distance telephone and staff;
•fees and expenses associated with independent audits and outside legal costs;
•costs associated with our reporting and compliance obligations U.S. federal and state securities laws, including, the Securities Act, the Exchange Act and the 1940 Act; and
•other expenses incurred by the Administrator or the Fund in connection with administering our business, including payments under the Administration Agreement that will be based upon our allocable portion (subject to the review and approval of the Board) of overhead.
From time to time, the Adviser and the Administrator or its affiliates may pay third-party providers of goods or services. We will subsequently reimburse the Adviser for such amounts paid on our behalf. There is no contractual cap on the amount of reasonable costs and expenses for which the Adviser will be reimbursed.
We have entered into credit facilities to partially fund our operations, and may incur costs and expenses including commitment, origination, legal and/or structuring fees and the related interest costs associated with any amounts borrowed. See "Credit Facility" under "Financial Condition, Liquidity and Capital Resources" below for further details.
We have little operating history and therefore this statement concerning additional expenses is necessarily an estimate and may not match our actual results of operations in the future.
Leverage
The amount of leverage that we employ depends on the Adviser's and the Board's assessment of market and other factors at the time of any proposed borrowing. In accordance with the 1940 Act, with certain limitations, BDCs are allowed to borrow amounts such that their asset coverage ratios, as defined in the 1940 Act, are at least 200% (or 150% if certain conditions are met) after such borrowing. As of August 8th, 2024, as a result of complying with the requirements set forth in section 61 of the 1940 Act, we are able to borrow amounts such that our asset coverage ratio is at least 150%, rather than 200%. As defined in the 1940 Act, asset coverage of 150% means that for every $100 of net assets we hold, we may raise $200 from borrowing and issuing senior securities as compared to $100 from borrowing and issuing senior securities for every $100 of net assets under 200% asset coverage. On September 30, 2024, the Adviser, as sole shareholder of the Fund, approved a proposal that permits the Fund to reduce its asset coverage ratio to 150%. As of June 30, 2025, our asset coverage ratio was 182%. As of December 31, 2024, we had not incurred any borrowings.
In any period, our interest expense will depend largely on the extent of our borrowing and we expect interest expense will increase as we increase our leverage over time within the limits of the 1940 Act. In addition, we may dedicate assets as collateral to financing facilities.
Financial and Operating Highlights
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|
|
|
|
|
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Three Months
Ended
June 30, 2025
|
|
Six Months
Ended
June 30, 2025
|
|
Total investment income
|
|
$
|
7,676,988
|
|
|
$
|
12,145,936
|
|
|
Total net expenses
|
|
3,497,717
|
|
|
5,594,933
|
|
|
Net investment income (loss)
|
|
4,179,271
|
|
|
6,551,003
|
|
|
Total net realized gains (losses)
|
|
110,460
|
|
|
138,668
|
|
|
Total net change in unrealized appreciation/(depreciation)
|
|
64,634
|
|
|
(245,400)
|
|
|
Net increase (decrease) in net assets resulting from operations
|
|
$
|
4,354,365
|
|
|
$
|
6,444,271
|
|
|
Per share information - basic and diluted:
|
|
|
|
|
|
Net investment income (loss)
|
|
$
|
0.77
|
|
|
$
|
1.56
|
|
|
Net investment increase (decrease) in net assets resulting from operations
|
|
$
|
0.80
|
|
|
$
|
1.54
|
|
|
Distributions declared per share
|
|
$
|
(0.77)
|
|
|
$
|
(1.27)
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Consolidated balance sheet data
|
|
As of June 30, 2025
|
|
As of
December 31,
2024
|
|
Cash and cash equivalents
|
|
$
|
13,778,299
|
|
$
|
26,001
|
|
|
Investments at fair value
|
|
347,537,054
|
|
-
|
|
|
Total assets
|
|
367,024,875
|
|
1,143,829
|
|
|
Total debt (net of unamortized deferred financing costs)
|
|
193,866,809
|
|
-
|
|
|
Total liabilities
|
|
206,344,314
|
|
1,142,829
|
|
|
Total net assets
|
|
$
|
160,680,561
|
|
$
|
1,000
|
|
|
Net asset value per share
|
|
$
|
25.06
|
|
$
|
25.00
|
|
|
Other data
|
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|
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|
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Number of portfolio companies
|
|
66
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|
-
|
|
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Distributions declared per share
|
|
(1.27)
|
|
-
|
|
|
Total return based on net asset value1
|
|
5.4%
|
|
-
|
|
________________________
1Total return is based upon the change in net asset value per share between the opening and ending net asset values per share, assuming reinvestment of any distributions during the period. Total return is not annualized and does not include a sales load.
Portfolio and Investment Activity
Our investment activity for the three months ended June 30, 2025 is presented below (information presented herein is at par value unless otherwise indicated).
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Three Months
Ended
June 30, 2025
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New investment commitments:
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Total new investment commitments
|
|
$
|
92,303,675
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Principal amount of investments funded:
|
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|
|
First lien loans
|
|
$
|
77,698,668
|
|
Second lien loans
|
|
7,508,694
|
|
Unsecured notes
|
|
1,050,000
|
|
Total principal amount of investments funded
|
|
$
|
86,257,362
|
|
Principal amount of investments sold or repaid:
|
|
|
|
First lien loans
|
|
$
|
3,911,933
|
|
Second lien loans
|
|
2,000,000
|
|
Unsecured notes
|
|
-
|
|
Total principal amount of investments sold or repaid
|
|
$
|
5,911,933
|
|
Number of new investment commitments in new portfolio companies
|
|
17
|
|
Average new investment commitment amount in new portfolio companies
|
|
$
|
5,429,628
|
|
Percentage of new debt investment commitments at floating rates
|
|
98.9
|
%
|
|
Percentage of new debt investment commitments at fixed rates
|
|
1.1
|
%
|
|
Weighted average yield on funded debt and other income producing securities1
|
|
9.8
|
%
|
|
Weighted average yield to maturity on investments sold or repaid during the period1
|
|
9.0
|
%
|
___________________
1Weighted average yield to maturity is calculated by weighting the yield to maturity of each investment by its ending funded par amount. Yield to maturity is calculated inclusive of a portfolio company's spread, reference rate floor (if any) or actual reference rate in effect and original issue discount through maturity and excludes any upfront fees.
As of June 30, 2025, we had 155 debt investments in 66 portfolio companies with an aggregate fair value of $347,537,054. As of December 31, 2024, we had not commenced investment activity.
As of June 30, 2025, our investments consisted of the following:
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|
|
|
|
|
|
June 30, 2025
|
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Investments
|
|
Amortized
Cost
|
|
Fair Value
|
|
Percent of
Total
Portfolio at
Fair Value
|
|
First Lien Loans
|
|
$
|
322,600,914
|
|
|
$
|
322,511,538
|
|
|
92.8
|
%
|
|
Second Lien Loans
|
|
10,427,476
|
|
|
10,519,925
|
|
|
3.0
|
%
|
|
Unsecured Notes
|
|
14,754,064
|
|
|
14,505,591
|
|
|
4.2
|
%
|
|
Total Investments
|
|
$
|
347,782,454
|
|
|
$
|
347,537,054
|
|
|
100.0
|
%
|
The industry composition of investments based on fair value as of June 30, 2025 was as follows:
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|
|
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|
|
|
|
|
|
June 30, 2025
|
|
Capital Markets
|
|
3.8
|
%
|
|
Financial Services
|
|
13.8
|
%
|
|
Health Care Providers & Services
|
|
17.1
|
%
|
|
Health Care Technology
|
|
3.0
|
%
|
|
Insurance
|
|
26.2
|
%
|
|
IT Services
|
|
6.0
|
%
|
|
Professional Services
|
|
16.1
|
%
|
|
Real Estate Management & Development
|
|
5.5
|
%
|
|
Software
|
|
8.5
|
%
|
|
Total
|
|
100.0
|
%
|
The geographic composition of investments based on fair value as of June 30, 2025 was as follows:
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|
|
|
|
|
|
|
|
|
|
June 30, 2025
|
|
U.S.
|
|
98.5
|
%
|
|
Non-U.S.
|
|
1.5
|
%
|
|
Total
|
|
100.0
|
%
|
The following table presents certain selected information regarding our investment portfolio as of June 30, 2025:
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As of June 30, 2025
|
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Number of portfolio companies
|
66
|
|
Median EBITDA (based on par)
|
$130,900,000
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Percentage of performing debt bearing a floating rate
|
99.0%
|
|
Percentage of performing debt bearing a fixed rate
|
1.0%
|
|
Weighted average yield to maturity on debt and other income producing investments (at fair value)1
|
9.8%
|
_________________
1Weighted average yield to maturity is calculated by weighting the yield to maturity of each investment by its ending funded par amount. Yield to maturity is calculated inclusive of a portfolio company's spread, reference rate floor (if any) or actual reference rate in effect and original issue discount through maturity and excludes any upfront fees.
The following table presents the maturity schedule of our debt investments based on fair value as of June 30, 2025:
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|
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|
|
|
|
|
|
|
June 30, 2025
|
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Maturity Year
|
|
Fair Value
|
|
Percentage of Portfolio
|
|
2026
|
|
$
|
11,454,442
|
|
|
3.3
|
%
|
|
2027
|
|
14,835,437
|
|
|
4.3
|
%
|
|
2028
|
|
42,031,422
|
|
|
12.1
|
%
|
|
2029
|
|
80,645,074
|
|
|
23.2
|
%
|
|
2030
|
|
53,748,697
|
|
|
15.5
|
%
|
|
2031
|
|
92,743,598
|
|
|
26.7
|
%
|
|
2032
|
|
37,380,079
|
|
|
10.8
|
%
|
|
2033
|
|
3,522,610
|
|
|
1.0
|
%
|
|
2034
|
|
-
|
|
|
0.0
|
%
|
|
2035
|
|
-
|
|
|
0.0
|
%
|
|
2036
|
|
-
|
|
|
0.0
|
%
|
|
2037
|
|
11,175,695
|
|
|
3.2
|
%
|
|
Total
|
|
$
|
347,537,054
|
|
|
100.0
|
%
|
The Adviser monitors our portfolio companies on an ongoing basis. The Adviser believes that actively managing an investment allows it to identify problems early and work with companies to develop constructive solutions when necessary. The Adviser will monitor our portfolio with a focus toward anticipating negative credit events. In seeking to maintain portfolio company performance and help to ensure a successful exit, the Adviser will work closely with, as applicable, the lead equity sponsor, portfolio company management, consultants, advisers and other security holders to discuss financial position, compliance with covenants, financial requirements and execution of the company's business plan. In addition, the Adviser's personnel may occupy a seat or serve as an observer on a portfolio company's board of directors or similar governing body.
Typically, the Adviser receives financial reports detailing operating performance, sales volumes, margins, cash flows, financial position and other key operating metrics on a quarterly basis from portfolio companies. The Adviser uses this data, combined with the knowledge gained through due diligence of the company's customers, suppliers, competitors, market research and other methods, to conduct an ongoing assessment of the company's operating performance and prospects.
As part of the monitoring process, the Adviser rates the risk of all portfolio investments on a scale of 1 to 5, no less frequently than quarterly. This internal performance rating is primarily intended to assess the underlying risk of a portfolio investment relative to such investments' cost taking into account the performance of the portfolio company's business, the collateral coverage of the investment and other relevant factors. The Adviser's internal performance ratings do not constitute any rating of investments by a nationally recognized rating organization or reflect any third-party assessment.
The Adviser's internal performance rating scale is as follows:
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|
Investment
Performance
Rating
|
|
Description
|
|
1
|
|
The portfolio company is performing above expectations, and the business trends and risk factors for this investment since origination or acquisition are generally favorable.
|
|
2
|
|
The portfolio company is generally performing as expected and the risk factors are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a rating of 2.
|
|
3
|
|
The portfolio company is performing below expectations and the investment's risk has increased somewhat since origination or acquisition. For debt investments rated 3, the portfolio company could be out of compliance with debt covenants; however, loan payments are generally not past due.
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|
|
|
|
|
|
|
|
|
Investment
Performance
Rating
|
|
Description
|
|
4
|
|
The portfolio company is performing materially below expectations and indicates that the investment's risk has increased materially since origination or acquisition. For debt investments rated 4, in addition to the portfolio company being generally out of compliance with debt covenants, loan payments may be past due.
|
|
5
|
|
The portfolio company is performing substantially below expectations and indicates that the investment's risk has increased substantially since origination or acquisition. For debt investments rated 5, most or all of the debt covenants are out of compliance and payments are substantially delinquent. It is anticipated that we will not recoup our initial cost basis and may realize a substantial loss upon exit of the investment.
|
It is possible that the rating of a portfolio investment may change over time. For investments rated 3, 4 or 5, the Adviser enhances its level of scrutiny over the monitoring of such portfolio company.
The following table shows the composition of our portfolio investments on the Adviser's internal performance rating scale:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025
|
|
Investment Rating
|
|
Fair Value
|
|
Percentage
of Portfolio
|
|
1
|
|
$
|
52,685,381
|
|
|
15.2
|
%
|
|
2
|
|
294,851,673
|
|
|
84.8
|
%
|
|
3
|
|
-
|
|
|
0.0
|
%
|
|
4
|
|
-
|
|
|
0.0
|
%
|
|
5
|
|
-
|
|
|
0.0
|
%
|
|
|
|
$
|
347,537,054
|
|
|
100.0
|
%
|
The following table presents the amortized cost of our performing and non-accrual investments as of June 30, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025
|
|
|
|
Amortized
Cost
|
|
Percentage
|
|
Performing
|
|
$
|
347,782,454
|
|
|
100.0
|
%
|
|
Non-accrual
|
|
-
|
|
|
-
|
|
|
Total
|
|
$
|
347,782,454
|
|
|
100.0
|
%
|
The following table presents the fair value of our performing and non-accrual investments as of June 30, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025
|
|
|
|
Fair Value
|
|
Percentage
|
|
Performing
|
|
$
|
347,537,054
|
|
|
100.0
|
%
|
|
Non-accrual
|
|
-
|
|
|
-
|
|
|
Total
|
|
$
|
347,537,054
|
|
|
100.0
|
%
|
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management's judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management's judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Results of Operations
As of December 31, 2024, we had not commenced investment activity. The following table presents the operating results for the three and six months ended June 30, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
June 30, 2025
|
|
Six Months
Ended
June 30, 2025
|
|
Total investment income
|
|
$
|
7,676,988
|
|
|
$
|
12,145,936
|
|
|
Less: net expenses
|
|
3,497,717
|
|
|
5,594,933
|
|
|
Net investment income (loss)
|
|
4,179,271
|
|
|
6,551,003
|
|
|
Total net realized gains (losses)
|
|
110,460
|
|
|
138,668
|
|
|
Net change in unrealized appreciation (depreciation) on investments
|
|
64,634
|
|
|
(245,400)
|
|
|
Net increase (decrease) in net assets resulting from operations
|
|
$
|
4,354,365
|
|
|
$
|
6,444,271
|
|
Investment Income
Total investment income consisted of interest income from investments, dividend income from investments, interest from cash and cash equivalents and fee income. For the three and six months ended June 30, 2025, total investment income was comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
June 30, 2025
|
|
Six Months
Ended
June 30, 2025
|
|
Interest income from investments
|
|
$
|
7,627,546
|
|
|
$
|
12,075,088
|
|
|
Interest from cash and cash equivalents
|
|
49,442
|
|
|
70,848
|
|
|
Total investment income
|
|
$
|
7,676,988
|
|
|
$
|
12,145,936
|
|
Expenses
Operating expenses for the three and six months ended June 30, 2025 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
June 30, 2025
|
|
Six Months
Ended
June 30, 2025
|
|
Base management fees
|
|
$
|
239,381
|
|
|
$
|
373,496
|
|
|
Interest and credit facility fees
|
|
3,089,191
|
|
|
4,998,381
|
|
|
Offering costs
|
|
159,750
|
|
|
279,139
|
|
|
Professional fees
|
|
599,511
|
|
|
1,234,340
|
|
|
Trustees fees
|
|
68,750
|
|
|
137,500
|
|
|
Insurance expenses
|
|
11,895
|
|
|
28,599
|
|
|
Total expenses before expense support
|
|
$
|
4,168,478
|
|
|
$
|
7,051,455
|
|
|
Expense support reimbursement
|
|
$
|
(670,761)
|
|
|
$
|
(1,456,522)
|
|
|
Net expenses
|
|
$
|
3,497,717
|
|
|
$
|
5,594,933
|
|
Under the Administration Agreement, we will reimburse the Administrator for all reasonable costs and expenses incurred for services performed for us. In addition, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties, and we will reimburse the expenses of these parties incurred directly and/or paid by the Administrator on our behalf. The Administrator can waive any amounts owed to it under the Administration Agreement, at its discretion.
For the three and six months ended June 30, 2025, we incurred $161,385 and $299,047 of administrative overhead expenses, respectively, which were included on the Consolidated Statements of Operations as professional fees.
Income Taxes, Including Excise Taxes
We intend to elect to be treated as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (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, if any, 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 and excise tax to the extent of such distributions.
Net Realized Gains (Losses) and Unrealized Appreciation (Depreciation) on Investments
The following table summarizes our net realized gains (losses) and unrealized appreciation (depreciation) for the three and six months ended June 30, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
June 30, 2025
|
|
Six Months
Ended
June 30, 2025
|
|
Net realized gains (losses) and unrealized appreciation (depreciation) on investments
|
|
|
|
|
|
Total net realized gains (losses)
|
|
$
|
110,460
|
|
|
$
|
138,668
|
|
|
Total net change in unrealized appreciation (depreciation)
|
|
64,634
|
|
|
(245,400)
|
|
|
Net realized gains (losses) and unrealized appreciation (depreciation) on investments
|
|
$
|
175,094
|
|
|
$
|
(106,732)
|
|
The Adviser determines the fair value of our portfolio investments and any changes in fair value are recorded as unrealized appreciation or depreciation on a quarterly basis. During the three and six months ended June 30, 2025, we recorded net unrealized appreciation of $64,634 and net unrealized depreciation of $245,400, respectively, both driven primarily by fluctuations in the fair value of our debt instruments acquired during the period.
Financial Condition, Liquidity and Capital Resources
We intend to generate cash from (1) future sales of our Shares and drawdowns of existing commitments, (2) cash flows from operations and (3) borrowings from banks or other lenders. We seek to enter into bank debt, credit facility or other financing arrangements on at least customary market terms; however, we cannot assure you we will be able to do so.
Our primary use of cash is for (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) the cost of operations (including paying the Adviser), (3) debt service of any borrowings and (4) cash distributions to the holders of our Shares.
Equity
Subscriptions and Drawdowns
For the three and six months ended June 30, 2025, we completed the following Share issuances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share Issuance Date
|
|
Number of Shares
Issued
|
|
Proceeds
|
|
June 30, 2025
|
|
564,249
|
|
$
|
14,139,285
|
|
|
June 1, 2025 (1)
|
|
313,784
|
|
$
|
7,858,974
|
|
|
May 1, 2025 (1)
|
|
608,121
|
|
$
|
15,212,518
|
|
|
April 2, 2025 (1)
|
|
36,630
|
|
$
|
916,869
|
|
|
March 31, 2025
|
|
852,090
|
|
$
|
21,328,576
|
|
|
March 1, 2025 (1)
|
|
437,282
|
|
$
|
10,876,129
|
|
|
January 22, 2025
|
|
3,600,000
|
|
$
|
90,000,000
|
|
(1)A portion of total Shares issued included Shares issued to Shareholders participating in the DRIP.
The sales of Shares were made pursuant to subscription agreements entered into by us and our investors. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase Shares up to the amount of their respective capital commitments on an as-needed basis with a minimum of five business days' prior notice to the funding date. Each of the sales of Shares is exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Regulation D thereunder.
Debt
Credit Facility
As of December 31, 2024, we had not entered into any financing facilities. The following table shows our outstanding debt as of June 30, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025
|
|
|
Aggregate Principal Committed
|
|
Outstanding Principal
|
|
Amount Available (1)
|
|
Net Carrying Value
|
|
Credit Facility
|
$
|
250,000,000
|
|
|
$
|
197,000,000
|
|
|
$
|
53,000,000
|
|
|
$
|
193,866,809
|
|
|
Total
|
$
|
250,000,000
|
|
|
$
|
197,000,000
|
|
|
$
|
53,000,000
|
|
|
$
|
193,866,809
|
|
__________
(1)The amount available may be subject to limitations related to the borrowing base under the Credit Facility, outstanding letters of credit issued and asset coverage requirements.
Liquidity
Operating liquidity is our ability to meet our short-term liquidity needs. The following table presents our operating liquidity position as of June 30, 2025 and December 31, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
|
June 30, 2025
|
|
December 31, 2024
|
|
Cash
|
$
|
13,778,299
|
|
|
$
|
26,001
|
|
|
Unused borrowing capacity
|
53,000,000
|
|
|
-
|
|
|
Unfunded portfolio company commitments
|
(119,757,529)
|
|
|
-
|
|
|
Undrawn capital commitments
|
485,600,715
|
|
|
-
|
|
|
Total operational liquidity
|
$
|
432,621,485
|
|
|
$
|
26,001
|
|
|
|
|
|
|
Distributions
For the three and six months ended June 30, 2025, we declared the following distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record Date
|
|
Payment Date
|
|
Distribution Rate per Share
|
|
Distributions Paid
|
|
June 30, 2025
|
|
July 21, 2025
|
|
$
|
0.25
|
|
|
$
|
1,461,986
|
|
|
May 31, 2025 (1)
|
|
June 20, 2025
|
|
$
|
0.02
|
|
|
$
|
110,683
|
|
|
May 31, 2025
|
|
June 20, 2025
|
|
$
|
0.25
|
|
|
$
|
1,383,541
|
|
|
April 30, 2025
|
|
May 21, 2025
|
|
$
|
0.25
|
|
|
$
|
1,231,510
|
|
|
March 31, 2025
|
|
April 21, 2025
|
|
$
|
0.25
|
|
|
$
|
1,009,331
|
|
|
February 28, 2025
|
|
March 21, 2025
|
|
$
|
0.25
|
|
|
$
|
900,010
|
|
(1)Represents a special cash distribution.
Commitments and Off-Balance Sheet Arrangements
Litigation and Regulatory Matters
From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies or our co-investors. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations. We and the Adviser are not currently a party to any material legal proceedings.
Unfunded Portfolio Company Commitments
From time to time, we may enter into commitments to fund investments. As of June 30, 2025, we had unfunded portfolio commitments under loan and financing agreements in the amount of $119,757,529. We expect to maintain sufficient liquidity in the form of cash, financing capacity and undrawn capital commitments from our investors to cover any outstanding unfunded portfolio company commitments we may be required to fund.
Investor Commitments
As of June 30, 2025, we had received $611,491,000 of capital commitments, of which $485,600,715 remains unfunded. As of December 31, 2024, we had received capital commitments totaling $1,000, of which, $0 remains unfunded.
Contractual Obligations
Our payment obligations for repayment of debt, which total our contractual obligations on June 30, 2025, include $250,000,000 of financing under the Credit Facility maturing in three to five years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period
|
|
|
|
Total
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 Years
|
|
Credit Facility
|
|
$
|
250,000,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
250,000,000
|
|
|
$
|
-
|
|
|
Total
|
|
$
|
250,000,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
250,000,000
|
|
|
$
|
-
|
|
Hedging
In connection with certain portfolio investments, we may employ hedging techniques designed to reduce the risk of adverse movements in interest rates, securities prices and currency exchange rates. While such transactions may reduce certain risks, such transactions themselves may entail certain other risks. Thus, while we may benefit from the use of these hedging mechanisms, unanticipated changes in interest rates, securities prices, currency exchange rates and other factors may result in a poorer overall performance for us than if we had not entered into such hedging transactions. The successful utilization of hedging and risk management transactions requires skills that are separate from the skills used in selecting and monitoring investments. There were no hedging transactions through the six months ended June 30, 2025.
Critical Accounting Policies
This discussion of our operating plans is based upon our consolidated financial statements, which are prepared in accordance with GAAP. The preparation of these consolidated financial statements requires our management 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. In addition to the discussion below, we describe our critical accounting policies in the notes to our consolidated financial statements.
Valuation of Investments
The Board has designated the Adviser as our "Valuation Designee" under Rule 2a 5 under the 1940 Act. The Adviser determines the value of our investments in accordance with our Valuation Policy and fair value accounting guidance promulgated under GAAP, which establishes a hierarchical disclosure framework which ranks the observability inputs used in measuring financial instruments at fair value. See the Notes to Consolidated Financial Statements for a description of the hierarchy for fair value measurements and a description of our valuation procedures.
Revenue Recognition
We record interest income on an accrual basis to the extent that we expect to collect such amounts. Certain investments may have contractual PIK interest. PIK interest represent accrued interest that is added to the principal amount or liquidation amount of the investment on the respective interest payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event. We do not accrue as a receivable interest on loans and debt securities for accounting purposes if we have reason to doubt our ability to collect such interest. Original issue discounts, market discounts or premiums are accreted or amortized over the life of the respective security using the effective interest method as interest income. We record prepayment premiums on loans and debt securities as interest income.Dividend income on preferred equity securities may be recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities may be recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. During the three and six months ended June 30, 2025, we did not earn any dividend income.
U.S. Federal Income Taxes
We intend to elect to be treated, and intend to qualify annually thereafter, to be subject to tax as a RIC under Subchapter M of the Code. As a RIC, we generally will not be subject to corporate-level U.S. federal income taxes on any ordinary income or capital gains distributed to shareholders. To qualify as a RIC, we must, among other things, maintain an election under the 1940 Act to be regulated as a BDC, meet specified source-of-income and asset diversification requirements as well as distribute each taxable year dividends for U.S. federal income tax purposes generally of an amount at least equal to 90% of our "investment company taxable income," which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses and is determined without regard to any deduction for dividends paid.