11/14/2025 | Press release | Distributed by Public on 11/14/2025 05:21
Management's Discussion and Analysis of Financial Condition and Results of Operations.
Overview
The Company is a non-diversified closed-end management investment company that has elected to be treated as a business development company ("BDC") under the 1940 Act as of January 19, 2024. We have also elected to be treated as a regulated investment company ("RIC") under the Internal Revenue Code of 1986, as amended (the "Code"). We are a private, perpetual-life BDC, which is a BDC whose common shares of beneficial interest ("Common Shares") are not listed for trading on a stock exchange or other securities market. The Company uses the term "perpetual-life BDC" to describe an investment vehicle of indefinite duration whose Common Shares are intended to be sold by the Company quarterly on a continuous basis at a price generally equal to the Company's net asset value ("NAV") per Common Share. Formed as a Delaware statutory trust on August 31, 2023, we are externally managed by Antares Capital Credit Advisers LLC (the "Adviser"), which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. Our Adviser is registered as an investment adviser with the U.S. Securities and Exchange Commission ("SEC").
Our investment objective is to provide risk-adjusted returns and current income to shareholders by investing primarily in loans to U.S. borrowers.
Our investment strategy focuses primarily on private credit investments structured as Portfolio Loans to U.S. borrowers. A "Portfolio Loan" is a senior secured loan, which may be first lien, second lien or unitranche loan, consisting of term loans and/or related delayed draw term loans and/or revolving loans, and each tranche of a senior secured loan acquired by the Company is referred to as a Portfolio Loan. The Company acquires Portfolio Loans that have been sourced and underwritten (i.e., evaluated for associated potential risks) by Antares Capital LP, its consolidated subsidiaries or joint ventures whose equity securities or whose subordinated notes or other interests that constitute the economic equity therein, as applicable, are directly or indirectly majority-owned by Antares Holdings LLC, and any entity with an advisory relationship with Antares or its affiliates, including the Company, as appropriate given the context of the disclosure (including the Adviser) (the "Antares Parties") or by other loan originators that can include, among others, joint ventures in which one or more Antares Parties have interests. A Portfolio Loan is one that the Company may generally hold on its own or in a group with other Antares Parties advised funds and accounts and/or third-party investors. Portfolio Loans are generally expected to have an average contractual term of five to seven years, with an expected life typically between three to four years. Unitranche loans represent a hybrid loan structure that combines senior debt and subordinated debt into one loan.
While our investment strategy primarily focuses on companies in the U.S., we also intend to leverage the Antares platform's global presence to invest in companies in Canada, Europe and other locations outside the U.S., subject to compliance with BDC requirements to invest at least 70% of assets in "eligible portfolio companies". The Company's subsidiaries' (including entities that engage in investment activities in securities or other assets that are primarily controlled by the Company) principal investment strategies and associated principal risks will be consistent with the Company's principal investment strategies and associated principal risks. We may also invest in preferred equity, or our debt investments may be accompanied by equity-related securities (such as options or warrants) and/or select common equity investments.
Our investment strategy also includes a smaller allocation to more liquid credit investments such as broadly syndicated loans and corporate bonds. We may use these investments to maintain liquidity for our share repurchase program and manage cash before investing subscription proceeds into originated loans, while also seeking attractive investment returns. We may also invest in publicly traded securities of larger corporate issuers on an opportunistic basis when market conditions create compelling potential return opportunities, subject to compliance with BDC requirements.
To seek to enhance our returns, we intend to employ leverage as market conditions permit and at the discretion of the Adviser, but in no event will leverage employed exceed the limitations set forth in the 1940 Act, which currently allows us to borrow up to a 2:1 debt to equity ratio. We intend to use leverage in the form of borrowings, including loans from certain financial institutions and the issuance of debt securities. We may also use leverage in the form of the issuance of preferred shares, but do not currently intend to do so. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. Any such leverage, if incurred, would be expected to increase the total capital available for investment by the Company.
Revenues
We generate revenue in the form of interest and fee income on debt investments, capital gains, and dividend income from our equity investments in our portfolio companies. Our senior and subordinated debt investments bear interest at a fixed or floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, some of our investments may provide for deferred interest payments or payment-in-kind ("PIK") interest. The principal amount of the debt securities and any accrued but unpaid PIK interest generally become due at the maturity date. In addition, we may generate revenue from various fees in the ordinary course of business such as in the form of structuring, consent, waiver, amendment, syndication and other miscellaneous fees. Original issue discounts and market discounts or premiums are capitalized, and we accrete or amortize such amounts as interest income. We record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, is recognized on an accrual basis to the extent that we expect to collect such amounts.
Expenses
Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. We bear all other costs and expenses of our operations, administration and transactions, including, but not limited to:
From time to time, the Adviser or its affiliates may pay third-party providers of goods or services. We reimburse the Adviser such affiliates thereof for any such amounts paid on our behalf. From time to time, the Adviser may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses are ultimately borne by our shareholders, unless waived.
Portfolio and Investment Activity
As of September 30, 2025, we had investments in 413 portfolio companies across 46 industries. Based on fair value as of September 30, 2025, approximately 99.96% of our debt portfolio was invested in debt bearing a floating interest rate (e.g. the Secured Overnight Financing Rate, ("SOFR"), which primarily is subject to interest rate floors. As of September 30, 2025, our weighted average total yield of debt securities at amortized cost was 8.68%. Weighted average yields excludes the effect of accretion of discounts and amortization of premiums and are based on interest rates as of September 30, 2025.
As of December 31, 2024, we had investments in 346 portfolio companies across 43 industries. Based on fair value as of December 31, 2024, approximately 99.94% of our debt portfolio was invested in debt bearing a floating interest rate, which primarily is subject to interest rate floors. As of December 31, 2024, our weighted average total yield of debt securities at amortized cost was 9.12%. Weighted average yields excludes the effect of accretion of discounts and amortization of premiums and are based on interest rates as of December 31, 2024.
Investment disclosures in this section are related to non-controlled/non-affiliated investments unless otherwise indicated.
Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated, table below in thousands):
|
Three Months Ended September 30, 2025 |
Three Months Ended September 30, 2024 |
||||||
|
Total investments, beginning of period |
$ |
3,100,963 |
$ |
1,030,578 |
|||
|
Purchases of investments (including received in-kind) |
512,049 |
581,643 |
|||||
|
Net accretion of discount and amortization of premium |
829 |
476 |
|||||
|
Net realized gains (losses) on investments |
132 |
(13 |
) |
||||
|
Proceeds from sale of investments and principal repayments |
(74,501 |
) |
(48,015 |
) |
|||
|
Total investments, end of period |
$ |
3,539,472 |
$ |
1,564,669 |
|||
The following table presents certain selected information regarding our investment portfolio:
|
September 30, 2025 |
December 31, 2024 |
||||||
|
Weighted average yield on debt and income producing investments, at amortized cost (1) |
8.68 |
% |
9.12 |
% |
|||
|
Weighted average yield on debt and income producing investments, at fair value (1) |
8.68 |
% |
9.12 |
% |
|||
|
Number of portfolio companies |
413 |
346 |
|||||
|
Median LTM EBITDA (2)(3) |
$81.6M |
$78.9M |
|||||
|
Weighted average net senior leverage (2)(4) |
5.2x |
5.2x |
|||||
|
Weighted average loan-to-value ("LTV") (2)(5) |
36 |
% |
36 |
% |
|||
|
Percentage of debt investments bearing a floating rate, at fair value |
99.96 |
% |
99.94 |
% |
|||
|
Percentage of debt investments bearing a fixed rate, at fair value |
0.04 |
% |
0.06 |
% |
|||
As part of the monitoring process, our Adviser has developed risk policies pursuant to which it regularly assesses the risk profile of each of our debt investments. Our Adviser has developed a classification system to group investments into five categories. The investments are evaluated regularly and assigned a category based on certain credit metrics. Our Adviser's ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments. Please see below for a description of the five categories of the Adviser's Internal Risk Rating system:
The following tables show the distribution of our investments on the A to E internal performance rating scale at fair value:
|
September 30, 2025 |
||||||||||||
|
Internal Performance Rating |
Investments at Fair Value (in thousands) |
% of Total Investments at Fair Value |
Number of Portfolio Companies |
|||||||||
|
A |
$ |
3,425,651 |
96.77 |
% |
368 |
|||||||
|
B |
43,703 |
1.23 |
21 |
|||||||||
|
C |
66,308 |
1.87 |
21 |
|||||||||
|
D |
2,991 |
0.08 |
2 |
|||||||||
|
E |
1,259 |
0.05 |
1 |
|||||||||
|
$ |
3,539,912 |
100.00 |
% |
413 |
||||||||
|
December 31, 2024 |
||||||||||||
|
Internal Performance Rating |
Investments at Fair Value (in thousands) |
% of Total Investments at Fair Value |
Number of Portfolio Companies |
|||||||||
|
A |
$ |
2,074,518 |
97.31 |
% |
314 |
|||||||
|
B |
46,371 |
2.18 |
24 |
|||||||||
|
C |
7,565 |
0.35 |
7 |
|||||||||
|
D |
- |
- |
- |
|||||||||
|
E |
3,375 |
0.16 |
1 |
|||||||||
|
$ |
2,131,829 |
100.00 |
% |
346 |
||||||||
As of both September 30, 2025 and December 31, 2024 there was one portfolio company with loans on non-accrual status (fair value of $1,259 and $3,375, respectively). 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. 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.
The composition of our investment portfolio at amortized cost and fair value is as follows (dollar amounts in thousands):
|
September 30, 2025 |
December 31, 2024 |
||||||||||||||||||||||||
|
Amortized Cost |
Fair Value |
% of Total Investments at Fair Value |
Amortized Cost |
Fair Value |
% of Total Investments at Fair Value |
||||||||||||||||||||
|
Secured Debt |
$ |
3,472,956 |
$ |
3,467,163 |
96.77 |
% |
$ |
2,088,592 |
$ |
2,086,175 |
97.86 |
% |
|||||||||||||
|
Unsecured Debt |
2,175 |
2,121 |
0.06 |
1,339 |
1,261 |
0.06 |
|||||||||||||||||||
|
Equity Investments |
64,341 |
70,628 |
1.97 |
42,132 |
44,393 |
2.08 |
|||||||||||||||||||
|
Short-Term Investments (1) |
42,836 |
42,836 |
1.20 |
- |
- |
- |
|||||||||||||||||||
|
Total Investments at fair value |
$ |
3,582,308 |
$ |
3,582,748 |
100.00 |
% |
$ |
2,132,063 |
$ |
2,131,829 |
100.00 |
% |
|||||||||||||
The industry composition of the Company's non-controlled, non-affiliated investments (at fair value) was as follows:
|
September 30, 2025 |
December 31, 2024 |
||||||||
|
Aerospace and Defense |
0.43 |
% |
0.45 |
% |
|||||
|
Air Freight and Logistics |
0.56 |
0.22 |
|||||||
|
Automobile Components |
0.95 |
1.56 |
|||||||
|
Beverages |
0.18 |
0.21 |
|||||||
|
Broadline Retail |
0.15 |
0.22 |
|||||||
|
Building Products |
1.04 |
1.53 |
|||||||
|
Capital Markets |
1.88 |
1.68 |
|||||||
|
Chemicals |
4.08 |
2.76 |
|||||||
|
Commercial Services and Supplies |
6.80 |
8.25 |
|||||||
|
Construction & Engineering |
1.30 |
1.27 |
|||||||
|
Construction Materials |
0.73 |
0.78 |
|||||||
|
Containers and Packaging |
2.47 |
1.32 |
|||||||
|
Distributors |
1.94 |
2.80 |
|||||||
|
Diversified Consumer Services |
6.67 |
8.84 |
|||||||
|
Diversified Telecommunication Services |
0.58 |
0.60 |
|||||||
|
Electrical Equipment |
0.37 |
0.43 |
|||||||
|
Electronic Equipment, Instruments and Components |
1.17 |
1.93 |
|||||||
|
Energy Equipment and Services |
1.33 |
2.07 |
|||||||
|
Financial Services |
6.58 |
6.42 |
|||||||
|
Food Products |
0.90 |
0.89 |
|||||||
|
Gas Utilities |
0.69 |
- |
|||||||
|
Ground Transportation |
0.01 |
0.01 |
|||||||
|
Health Care Technology |
6.33 |
5.20 |
|||||||
|
Healthcare Equipment and Supplies |
1.43 |
1.93 |
|||||||
|
Healthcare Providers and Services |
8.86 |
6.59 |
|||||||
|
Hotels, Restaurants and Leisure |
1.35 |
2.33 |
|||||||
|
Household Products |
0.68 |
0.01 |
|||||||
|
Independent Power and Renewable Electricity Producers |
0.06 |
- |
|||||||
|
Industrial Conglomerates |
1.40 |
1.45 |
|||||||
|
Insurance |
7.41 |
8.78 |
|||||||
|
IT Services |
3.60 |
4.88 |
|||||||
|
Life Sciences Tools & Services |
0.30 |
0.11 |
|||||||
|
Machinery |
1.14 |
0.45 |
|||||||
|
Media |
0.71 |
0.71 |
|||||||
|
Oil, Gas and Consumable Fuels |
0.44 |
1.95 |
|||||||
|
Personal Care Products |
0.10 |
0.64 |
|||||||
|
Pharmaceuticals |
1.42 |
0.72 |
|||||||
|
Professional Services |
6.60 |
7.05 |
|||||||
|
Real Estate Management and Development |
0.37 |
0.32 |
|||||||
|
Software |
13.30 |
10.27 |
|||||||
|
Specialty Retail |
0.72 |
0.53 |
|||||||
|
Technology Hardware, Storage and Peripherals |
0.39 |
0.63 |
|||||||
|
Textiles, Apparel and Luxury Goods |
0.41 |
0.21 |
|||||||
|
Trading Companies and Distributors |
0.30 |
0.74 |
|||||||
|
Transportation Infrastructure |
0.87 |
- |
|||||||
|
Wireless Telecommunication Services |
1.00 |
0.26 |
|||||||
|
100.00 |
% |
100.00 |
% |
||||||
The tables below describe investments by geographic composition based on amortized cost and fair value (dollar amounts in thousands):
|
September 30, 2025 |
|||||||||||||||||
|
Amortized Cost |
Fair Value |
% of Total Investments at Fair Value |
Fair Value as % of Net Assets |
||||||||||||||
|
United States |
$ |
3,475,426 |
$ |
3,475,936 |
98.19 |
% |
183.24 |
% |
|||||||||
|
Canada |
45,072 |
45,033 |
1.27 |
2.37 |
|||||||||||||
|
Australia |
18,974 |
18,943 |
0.54 |
1.00 |
|||||||||||||
|
Total |
$ |
3,539,472 |
$ |
3,539,912 |
100.00 |
% |
186.61 |
% |
|||||||||
|
December 31, 2024 |
|||||||||||||||||
|
Amortized Cost |
Fair Value |
% of Total Investments at Fair Value |
Fair Value as % of Net Assets |
||||||||||||||
|
United States |
$ |
2,084,714 |
$ |
2,085,783 |
97.84 |
% |
167.31 |
% |
|||||||||
|
Canada |
47,349 |
46,046 |
2.16 |
3.69 |
|||||||||||||
|
Total |
$ |
2,132,063 |
$ |
2,131,829 |
100.00 |
% |
171.00 |
% |
|||||||||
Results of Operations
Operating results for the three and nine months ended September 30, 2025 and 2024 were as follows (table below in thousands):
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
||||||||||||
|
Total investment income |
$ |
80,884 |
$ |
37,062 |
$ |
209,968 |
$ |
70,792 |
|||||||
|
Total expenses |
37,354 |
12,310 |
93,885 |
24,323 |
|||||||||||
|
Management fees waiver |
- |
(2,446 |
) |
- |
(3,289 |
) |
|||||||||
|
Incentive fees waiver |
- |
(3,690 |
) |
165 |
(7,112 |
) |
|||||||||
|
Net expenses, net of fee waivers |
37,354 |
6,174 |
94,050 |
13,922 |
|||||||||||
|
Net investment income (loss) |
43,530 |
30,888 |
115,918 |
56,870 |
|||||||||||
|
Net realized gain (loss) |
174 |
(423 |
) |
(891 |
) |
(461 |
) |
||||||||
|
Net change in unrealized appreciation (depreciation) |
723 |
(1,062 |
) |
(1,317 |
) |
357 |
|||||||||
|
Net increase (decrease) in net assets resulting from operations |
$ |
44,427 |
$ |
29,403 |
$ |
113,710 |
$ |
56,766 |
|||||||
Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including deployment, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. As a result, comparisons may not be meaningful.
Investment Income
Investment income, was as follows for the three and nine months ended September 30, 2025 and 2024 (table below in thousands):
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Interest income |
$ |
76,393 |
$ |
33,069 |
$ |
197,753 |
$ |
62,865 |
||||||||
|
Payment-in-kind interest income |
1,578 |
166 |
2,816 |
302 |
||||||||||||
|
Dividend income |
566 |
94 |
1,629 |
196 |
||||||||||||
|
Other income |
2,347 |
3,733 |
7,770 |
7,429 |
||||||||||||
|
Total investment income |
$ |
80,884 |
$ |
37,062 |
$ |
209,968 |
$ |
70,792 |
||||||||
Total investment income for the three and nine months ended September 30, 2025 increased for the same period in the prior year primarily driven by our deployment of capital, changes in index rates and loan margins, and increase in invested balance of investments. The size of the investment portfolio increased to $3.5 billion as of September 30, 2025, from $1.6 billion as of September 30, 2024. Included in interest income are other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns which are non-recurring in nature.
Other income includes fees that are generally available to us as a result of investment originations by Antares Parties, and generally paid at the time of closing or as a result of episodic amendments made to the terms of our existing debt investments. Included in investment income is dividend income which includes income earned from non-controlled, non-affiliated preferred equity investments. Interest income on our debt investments is dependent on interest rates and volume of loans outstanding, as well as the composition and credit quality of the portfolio. Generally, we expect the portfolio to generate predictable quarterly interest income based on the terms stated in each loan's respective credit agreement.
Expenses
Expenses were as follows:
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Interest and debt expenses |
$ |
24,036 |
$ |
5,210 |
$ |
58,954 |
$ |
11,542 |
||||||||
|
Management fees |
5,615 |
2,446 |
14,591 |
3,289 |
||||||||||||
|
Income based incentive fee |
6,265 |
3,864 |
16,603 |
7,112 |
||||||||||||
|
Capital gains incentive fee |
- |
(174 |
) |
(330 |
) |
- |
||||||||||
|
Administrative service fee |
172 |
237 |
473 |
537 |
||||||||||||
|
Board of Trustees' fee |
112 |
100 |
259 |
219 |
||||||||||||
|
Other general and administrative expenses |
1,137 |
548 |
3,212 |
1,424 |
||||||||||||
|
Organization and offering costs |
17 |
79 |
123 |
200 |
||||||||||||
|
Total expenses |
37,354 |
12,310 |
93,885 |
24,323 |
||||||||||||
|
Management fees waiver |
- |
(2,446 |
) |
- |
(3,289 |
) |
||||||||||
|
Incentive fees waiver |
- |
(3,690 |
) |
165 |
(7,112 |
) |
||||||||||
|
Net expenses, net of fee waivers |
$ |
37,354 |
$ |
6,174 |
$ |
94,050 |
$ |
13,922 |
||||||||
Other general and administrative expenses include professional fees related to legal, audit, tax, valuation services, insurance, filing, research, subscriptions and other costs. Administrative service expenses represent fees paid to the Administrator for our allocable portion of the cost of certain of our executive officers that perform duties for us. Organization costs and offering costs include expenses incurred in our initial formation and our offering of Common Shares. See "Item 1. Consolidated Financial Statements-Notes to Consolidated Financial Statements-Note 3. Agreements and Related Party Transactions". The increase in management fees was driven by growth in the net asset value of the fund. The increase in incentive fees was due to higher pre-incentive fee net investment income earned during the three months ended September 30, 2025 compared to the three months ended September 30, 2024.
Interest and Debt Expenses
The components of interest and debt expenses, cash paid for interest, annualized average interest rates and average outstanding balances were as follows:
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Stated interest expense |
$ |
22,502 |
$ |
3,792 |
$ |
54,570 |
$ |
9,120 |
||||||||
|
Facility unused fees |
825 |
1,014 |
2,413 |
1,693 |
||||||||||||
|
Amortization of deferred financing costs |
709 |
404 |
1,971 |
729 |
||||||||||||
|
Total interest and debt expenses |
$ |
24,036 |
$ |
5,210 |
$ |
58,954 |
$ |
11,542 |
||||||||
|
Cash paid for interest expenses |
$ |
25,999 |
$ |
5,629 |
$ |
57,439 |
$ |
9,040 |
||||||||
|
SG Facility weighted average interest rate |
5.99 |
% |
7.02 |
% |
6.03 |
% |
7.37 |
% |
||||||||
|
SG Facility average debt outstanding |
$ |
1,001,347 |
$ |
191,327 |
$ |
832,187 |
$ |
166,017 |
||||||||
|
Revolving Credit Facility weighted average interest rate |
6.14 |
% |
7.30 |
% |
6.26 |
% |
7.30 |
% |
||||||||
|
Revolving Credit Facility average debt outstanding |
$ |
455,889 |
$ |
23,528 |
$ |
343,791 |
$ |
8,455 |
||||||||
|
2025 Notes interest rate |
5.76 |
% |
N/A |
5.76 |
% |
N/A |
||||||||||
|
2025 Notes average debt outstanding |
$ |
5,435 |
N/A |
$ |
1,832 |
N/A |
||||||||||
Interest and other debt expenses increased from $5.2 million and $11.5 million for the three and nine months ended September 30, 2024 to $24.0 million and $59.0 million for the three and nine months ended September 30, 2025, respectively, primarily driven by increased borrowing expenses, due to increasing leverage quarter-over-quarter, on our SG Facility and Revolving Credit Facility. The average borrowings outstanding of the Company increased to $1,462.7 million and $1,177.8 million for the three and nine months ended September 30, 2025 from $214.9 million and $174.5 million for the three and nine months ended September 30, 2024, respectively. The average effective interest rate on borrowings outstanding decreased to 6.04% and 6.11% for the three and nine months ended September 30, 2025 from 7.07% and 7.36% for the three and nine months ended September 30, 2024, respectively.
Net Realized and Change in Unrealized Gains and Losses
The following table summarizes our net realized and unrealized gains (losses) (table below in thousands):
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Net realized gain (losses) on investments |
$ |
132 |
$ |
(13 |
) |
$ |
(729 |
) |
$ |
128 |
||||||
|
Unrealized appreciation on investments |
11,323 |
4,257 |
16,955 |
6,661 |
||||||||||||
|
Unrealized (depreciation) on investments |
(11,846 |
) |
(4,663 |
) |
(16,281 |
) |
(5,732 |
) |
||||||||
|
Net change in unrealized appreciation (depreciation) on investments |
$ |
(523 |
) |
$ |
(406 |
) |
$ |
674 |
$ |
929 |
||||||
For the three months ended September 30, 2025, net unrealized depreciation was primarily driven by decreases in the fair value of liquid credit loans partially offset by increases in the fair value of private credit loans and certain equity investments. As of both September 30, 2025 and December 31, 2024, the fair value of our debt investments as a percentage of principal was 99.5%. The valuations of our debt investments generally increase or decrease as a result of various factors, including tightening and widening credit spreads of public and private markets, changes in the credit quality of borrowers, as well as changes in transaction prices during the period.
Management fee
The base management fee is payable quarterly in arrears at an annual rate of 1.25% of the average of the Company's net asset value as of the beginning of the prior quarter and the beginning of the then current quarter.
For the three and nine months ended September 30, 2025, gross management fees increased to $5.6 million and $14.6 million from $2.4 million and $3.3 million, respectively, for the same periods in the prior year, primarily due to an increase in average net assets, which increased to $1.6 billion for the nine months ended September 30, 2025 from $0.5 million for the nine months ended September 30, 2024. No management fees have been waived for the three and nine months ended September 30, 2025 and 100% of management fees were waived for the three and nine months ended September 30, 2024.
Incentive fee
The incentive fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of income and a portion is based on a percentage of capital gains, each described below.
Income based incentive fee
The income based incentive fee is based on "Pre-Incentive Fee Net Investment Income Returns" meaning dividends, cash interest or other distributions or other cash income and any third-party fees received from portfolio companies (such as upfront fees, commitment fees, origination fees, amendment fees, ticking fees and break-up fees, as well as prepayments premiums, but excluding fees for providing managerial assistance and fees earned by the Adviser or an affiliate in its capacity as an administrative agent, syndication agent, collateral agent, loan servicer or other similar capacity) accrued during the month, minus operating expenses for the month (including the management fee, taxes, any expenses payable under the Investment Advisory Agreement and Administration Agreement (as defined below), any expense of securitizations, and interest expense or other financing fees and any dividends paid on preferred shares, but excluding the incentive fee and shareholder servicing and /or distribution fees). Pre-Incentive Fee Net Investment Income Returns includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero-coupon securities), accrued income that has not yet been received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns.
Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of net assets at the end of the preceding quarter, is compared to a "hurdle rate" of return of 1.25% per quarter (5.0% annualized). The Company pays an incentive fee quarterly as follows:
Capital gains incentive fee
The second component of the incentive fee, the capital gains incentive fee, is payable at the end of each calendar year in arrears. The amount payable is equal to 12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fee as calculated in accordance with U.S. GAAP. U.S. GAAP requires that the capital gains incentive fee accrual consider the cumulative aggregate unrealized capital appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the investment advisory agreement. This U.S. GAAP accrual is calculated using the aggregate cumulative realized capital gains and losses and aggregate cumulative unrealized capital depreciation included in the calculation of the capital gains incentive fee plus the aggregate cumulative unrealized capital appreciation, net of any expense associated with cumulative unrealized capital depreciation or appreciation. If such amount is positive at the end of a period, then U.S. GAAP requires the Company to record a capital gains incentive fee equal to 12.5% of such cumulative amount, less the aggregate amount of actual capital gains incentive fees paid or capital gains incentive fees accrued under U.S. GAAP in all prior periods. Gross capital gains incentive fee is net of reversal on accrued capital gains incentive fees.
For purposes of computing the Company's investment income incentive fee and capital gains incentive fee, the calculation methodology looks through derivative financial instruments or swaps as if the Company owned the reference assets directly. The fees that are payable under the Investment Advisory Agreement for any partial period are appropriately prorated.
The Adviser agreed to waive its management fee and incentive fee for the first six months following the date on which unaffiliated investors first purchased the Common Shares. Effective as of October 29, 2024, the Company and the Adviser entered into a waiver letter agreement (the "Waiver Letter Agreement"), pursuant to which the Adviser agreed to waive (i) fifty percent (50%) of any base management fee due from the Company to the Adviser under Section 5(a) of the Investment Advisory Agreement and (ii) fifty percent (50%) of any incentive fee due from the Company to the Adviser under Section 5(b) of the Investment Advisory Agreement, for the period from October 1, 2024 through December 31, 2024.
For the three and nine months ended September 30, 2025, gross income based incentive fees increased to $6.3 million and $16.6 million respectively, from $3.9 million and $7.1 million, respectively, for the same period in the prior year primarily due to our deployment of capital and increase in net investment income. For the three and nine months ended September 30, 2025, the Company reversed zero and $0.2 million, respectively, of previously accrued incentive fee waiver, and 100% of incentive fees were waived for the three and nine months ended September 30, 2024.
Expense Support Agreement
On December 18, 2023, the Board approved an expense support and conditional reimbursement agreement (the "Expense Support Agreement"). Under the terms of the Expense Support Agreement, the Adviser is obligated to pay the Company's total organization and offering expenses, professional fees, trustee fees, administration fees, and other general and administrative expenses of the Company on the Company's behalf such that these operating expenses of the Company do not exceed 1.00% (on annualized basis) of the Company's net asset value. Additionally, the Adviser may elect to pay certain additional expenses of the Company on the Company's behalf. To the extent the Company's net asset value increases, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Company's behalf provided that the total organization and offering costs borne by the Company do not exceed 1.00% of the Company's net asset value and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement.
For three and nine months ended September 30, 2025, the Adviser provided no expense support pursuant to the Expense Support Agreement. For the three and nine months ended September 30, 2024, the Adviser provided expense support in the amount of $2.4 million and $3.3 million for base management fees and $3.7 million and $7.1 million for incentive fees, respectively, pursuant to the Expense Support Agreement. The Company's obligation to make a reimbursement payment shall automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent the Adviser has waived its right to receive such payment for the applicable month, except to the extent the Adviser has waived its right to receive such payment for the applicable month.
Operating Expenses
Total operating expenses were $1.4 million and $4.1 million for the three and nine months ended September 30, 2025, respectively, primarily comprised of $1.1 million and $3.2 million of other general and administrative expenses (including legal, rating agencies, audit, tax, valuation, technology, insurance, filing, research, and fees paid to our sub-administrator, custodian and transfer agent, and other professional fees related to management of the Company), $0.2 million and $0.5 million of administrative service fees, $0.1 million and $0.3 million of expenses paid to independent trustees of the Company, and $0.0 million and $0.1 million in organization and offering costs, respectively.
Total operating expenses were $1.0 million and $2.4 million for three and nine months ended September 30, 2024, primarily comprised of $0.5 million and $1.4 million of other general and administrative expenses, $0.2 million and $0.5 million of administrative service fees, $0.1 million and $0.2 million of expenses paid to independent trustees of the Company, and $0.1 million and $0.2 million in organization and offering costs, respectively.
The increase compared to the prior year was primarily driven by the increased costs attributable to servicing a growing investment portfolio including those calculated using net asset value as a benchmark.
Administrative service expenses represent fees paid to the Administrator for our allocable portion of the cost of certain of our executive officers that perform duties for us. Organization costs and offering costs include expenses incurred in our initial formation and our offering of Common Shares. See "Item 8. Consolidated Financial Statements-Notes to Consolidated Financial Statements-Note 3. Agreements and Related Party Transactions"
Financial Condition, Liquidity and Capital Resources
We expect to generate cash primarily from (i) the net proceeds of the Private Offering, (ii) cash flows from our operations, (iii) any financing arrangements we may enter into in the future and (iv) any future offerings of our equity or debt securities. We intend to sell our Common Shares on a continuous quarterly basis at a per share price equal to the then-current NAV per share. Our primary uses of cash will be for (i) investments in portfolio companies and other investments, (ii) the cost of operations (including paying the Antares Capital Credit Advisers LLC (in its capacity as the Adviser and/or the Administrator)), (iii) cost of any borrowings or other financing arrangements and (iv) cash distributions to the holders of our shares.
As of September 30, 2025 we had two credit facilities and one class of unsecured debt securities outstanding. From time to time, we may enter into additional credit facilities, increase the size of our existing credit facilities, enter additional short-term lending arrangements, and/or issue debt securities, including additional unsecured notes. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As of September 30, 2025 we had an aggregate amount of $1,652.6 million of debt outstanding and our asset coverage ratio was 214.79%. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. We believe that our current cash and cash equivalents on hand, our short-term investments, our available borrowing capacity under our Revolving Credit Facility and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations in the near term.
Equity
The following tables summarize transactions in Common Shares of beneficial interest during the three and nine months ended September 30, 2025 and 2024 (dollar amounts in thousands):
|
Three Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
||||||||||||||
|
Shares |
Amount |
Shares |
Amount |
||||||||||||
|
Issuance of shares |
7,194,373 |
$ |
183,024 |
18,657,736 |
$ |
473,906 |
|||||||||
|
Reinvestment of distributions |
811,631 |
20,803 |
270,272 |
6,914 |
|||||||||||
|
Net increase (decrease) |
8,006,004 |
$ |
203,827 |
18,928,008 |
$ |
480,820 |
|||||||||
|
Nine Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
||||||||||||||
|
Shares |
Amount |
Shares |
Amount |
||||||||||||
|
Issuance of shares |
23,521,091 |
$ |
598,931 |
40,253,140 |
$ |
1,015,039 |
|||||||||
|
Reinvestment of distributions |
2,199,751 |
56,354 |
270,272 |
6,914 |
|||||||||||
|
Net increase (decrease) |
25,720,842 |
$ |
655,285 |
40,523,412 |
$ |
1,021,953 |
|||||||||
Share Repurchase Program
We commenced a share repurchase program as of June 30, 2025, and intends to continue such program as of each June 30 and December 31 thereafter, in which we intend to repurchase, semi-annually, up to 7.5% of the Common Shares outstanding (either by number of Common Shares or aggregate net asset value) as of the close of the previous semi-annual period. Our Board of Trustees may amend, suspend or terminate the share repurchase program if it deems such action to be in the best interest of us and the best interest of our shareholders. As a result, share repurchases may not be available each semi-annual period. We intend to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the 1940 Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.
Under our share repurchase program, to the extent we offer to repurchase shares in any particular period, we expect to repurchase shares pursuant to tender offers using a purchase price equal to the net asset value per share as of the last calendar day of the applicable semi-annual period.
Distributions
We authorize and declare distribution amounts per Common Share payable quarterly in arrears. The following tables presents distributions that were declared during the nine months ended September 30, 2025 and 2024:
|
Declaration Date |
Payment Date |
Base Distribution Per Share (1) |
Special Distribution Per Share (1) |
Total Distribution Per Share (1) |
Total Distribution Amount |
|||||||||||||
|
March 31, 2025 |
April 30, 2025 |
$ |
0.5667 |
$ |
0.0315 |
$ |
0.5982 |
$ |
34,398 |
|||||||||
|
June 25, 2025 |
July 31, 2025 |
0.5705 |
0.0317 |
0.6022 |
40,069 |
|||||||||||||
|
September 30, 2025 |
November 3, 2025 |
0.5772 |
0.0160 |
0.5932 |
44,219 |
|||||||||||||
|
Total |
$ |
1.7144 |
$ |
0.0792 |
$ |
1.7936 |
$ |
118,686 |
||||||||||
|
Declaration Date |
Payment Date |
Base Distribution Per Share (1) |
Special Distribution Per Share (1) |
Total Distribution Per Share (1) |
Total Distribution Amount |
|||||||||||||
|
March 29, 2024 |
April 30, 2024 |
$ |
0.5300 |
$ |
- |
$ |
0.5300 |
$ |
6,361 |
|||||||||
|
June 28, 2024 |
July 25, 2024 |
0.6300 |
- |
0.6300 |
13,606 |
|||||||||||||
|
September 27, 2024 |
October 25, 2024 |
0.6500 |
- |
0.6500 |
26,341 |
|||||||||||||
|
Total |
$ |
1.8100 |
$ |
- |
$ |
1.8100 |
$ |
46,308 |
||||||||||
Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following table reflects the sources of cash distributions on a U.S. GAAP basis that we declared on our Common Shares during the nine months ended September 30, 2025:
|
Nine Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
||||||||||||||
|
Source of Distribution |
Per Share |
Amount |
Per Share |
Amount |
|||||||||||
|
Net investment income (loss) |
$ |
1.76 |
$ |
115,918 |
$ |
2.22 |
$ |
56,870 |
|||||||
|
Total net realized gain (loss) |
(0.01 |
) |
(729 |
) |
0.00 |
128 |
|||||||||
|
Total |
$ |
1.75 |
$ |
115,189 |
$ |
2.22 |
$ |
56,998 |
|||||||
Distribution Reinvestment Plan
We have adopted a distribution reinvestment plan, pursuant to which we will reinvest all cash distributions declared on behalf of our shareholders who do not elect to receive their distributions in cash. As a result, if we declare a cash distribution, then shareholders who have not opted out of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares, rather than receiving the cash distribution. Distributions on fractional shares will be credited to each participating shareholder's account to three decimal places.
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 and accounts sponsored or managed by our Adviser or its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. For additional information, see "Note 3. Agreements and Related Party Transactions" to the consolidated financial statements.
Recent Developments
On October 1, 2025, the Company sold and issued 6,608,845 Common Shares for an aggregate consideration of approximately $168.2 million at a price of $25.45 per Common Share.
In connection with the 2025 Notes, on October 27, 2025, the Company entered into an interest rate swap to more closely align the interest rates of the Company's liabilities with the Company's investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 5.76% per annum and pays a floating interest rate of SOFR + 2.38% per annum on $500 million of the 2025 Notes.
Critical Accounting Estimates
The preparation of the consolidated financial statements will require 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, our critical accounting estimates related to investments, fair value measurement, interest and dividends income recognition and income taxes are included in the notes to our consolidated financial statements.
Contractual Obligations
The Company is required to report its investments for which current market values are not readily available at fair value. The Company values its investments in accordance with ASC 820, Fair Value Measurement, which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. ASC 820 prioritizes the use of observable market prices derived from such prices over entity-specific inputs. Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material.
We entered into the Investment Advisory Agreement with the Adviser to provide us with investment advisory services and the Administration Agreement with Antares Capital Credit Advisers LLC (in its capacity as the Administrator) to provide us with administrative services. Payments for investment advisory services under the Investment Advisory Agreements and reimbursements under the Administration Agreement are described in "Item 1. Business."
We have established one or more credit facilities and may in the future establish additional credit facilities or enter into other financing arrangements to facilitate investments and the timely payment of our expenses. It is anticipated that any such credit facilities will bear interest at floating rates at to-be-determined spreads over SOFR (or other applicable reference rate). We cannot assure shareholders that we will be able to enter into a credit facility on favorable terms or at all. In connection with a credit facility or other borrowings, lenders may require us to pledge assets, commitments and/or drawdowns (and the ability to enforce the payment thereof and may ask to comply with positive or negative covenants that could have an effect on our operations).
Off-Balance Sheet Arrangements
Other than contractual commitments and other legal contingencies incurred in the normal course of our business, we do not have any off-balance sheet financings or liabilities.
Unfunded Commitments
The Company's investment portfolio may contain revolving line of credit or delayed draw commitments, which require the Company to fund when requested by portfolio companies. As of September 30, 2025 and December 31, 2024, the Company had unfunded investment commitment in the aggregate par amount of $960.9 million and $639.9 million, respectively. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and letters of credit and there can be no assurance that such conditions will be satisfied.