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Subsequent Events
12 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date of issuance. There are no subsequent events to disclose except for the following:
Dividend
On February 18, 2025, the Board declared a first quarter dividend of $0.37 per share for stockholders of record as of March 31, 2025, payable on or before April 15, 2025 and a fourth quarter supplemental dividend of $0.05 per share for stockholders of record as of February 28, 2025, payable on or before March 17, 2025.
Mergers
On January 13, 2025, the Company completed the previously announced acquisition of OBDE. Pursuant to the Merger Agreement, Merger Sub was first merged with and into OBDE, with OBDE continuing as the surviving company, and, immediately following the Initial Merger, OBDE was then merged with and into the Company, with the Company continuing as the surviving company. In accordance with the terms of the Merger Agreement, at the effective time of the Mergers, each outstanding share of OBDE’s common stock was converted into the right to receive 0.9779 shares of the Company’s common stock. As a result of the Mergers, the Company issued an aggregate of approximately 120,630,637 million shares of the Company’s common stock to OBDE shareholders.
The Mergers will be accounted for as an asset acquisition of OBDE by the Company in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations – Related Issues, with the fair value of total consideration paid in conjunction with the Mergers allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of the Mergers. Generally, under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. The cost of the group of assets acquired in an asset acquisition is allocated to the individual assets acquired or liabilities assumed based on their relative fair values of net identifiable assets acquired other than certain “non-qualifying” assets (for example cash) and does not give rise to goodwill. The Company will be the accounting survivor of the Mergers.
April 2027 Notes
On January 13, 2025, in connection with the Mergers, the Company entered into a second supplemental indenture (the “April 2027 Notes Second Supplemental Indenture”) by and between Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “April 2027 Notes Trustee”), effective as of the closing of the Mergers. The April 2027 Notes Second Supplemental Indenture relates to the Company’s assumption of $325.0 million in aggregate principal amount of OBDE’s 3.125% Notes that mature on April 13, 2027 (the “April 2027 Notes”).
Pursuant to the April 2027 Notes Second Supplemental Indenture, the Company expressly assumed the obligations of OBDE for the due and punctual payment of the principal of, and premium, if any, and interest on all the April 2027 Notes outstanding, and the due and punctual performance and observance of all of the covenants and conditions of the indenture, dated October 13, 2021 (the “April 2027 Notes Base Indenture”), by and between OBDE and the April 2027 Notes Trustee, as amended by the first supplemental indenture, dated October 13, 2021 (the “April 2027 Notes First Supplemental Indenture” and together with the April 2027 Notes Base Indenture and the April 2027 Notes Second Supplemental Indenture, the “April 2027 Notes Indenture”), by and between OBDE and the April 2027 Notes Trustee, to be performed by OBDE.
The April 2027 Notes may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the April 2027 Indenture. The April 2027 Notes bear interest at a rate of 3.125% per year, payable semi-annually on April 13 and October 13 of each year, commencing on April 13, 2022. The April 2027 Notes are the Company’s direct, general unsecured obligations and rank senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the April 2027 Notes. The April 2027 Notes rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or junior. The April 2027 Notes rank effectively subordinated, or junior, to any of the Company’s existing and future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The April 2027 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities. The April 2027 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the 1940 Act, whether or not the Company is subject to those requirements, and (ii) provide financial information to the holders of the April 2027 Notes and the April 2027 Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture. In addition, if a change of control repurchase event, as defined in the April 2027 Indenture, occurs prior to maturity, holders of the April 2027 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the April 2027 Notes at a repurchase price equal to 100% of the aggregate principal amount of the April 2027 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.
Note Assumption Agreement
On January 13, 2025, in connection with the Mergers, the Company entered into an assumption agreement (the “Note Assumption Agreement”) for the benefit of the Noteholders (as defined in the Note Purchase Agreement) (as defined below), effective as of the closing of the Mergers. The Note Assumption Agreement relates to the Company’s assumption of (i) $142.0 million aggregate principal amount of 7.50% Series 2022A Senior Notes, Tranche A, due July 21, 2025 (the “July 2025 Notes”); (ii) $190.0 million aggregate principal amount of 7.58% Series 2022A Senior Notes, Tranche B, due July 21, 2027 (the “July 2027 Notes” and, together with the July 2025 Notes, the “Series 2022A Notes”); (iii) $60.0 million in aggregate principal amount of 7.58% Series 2022B Senior Notes, due July 21, 2027 (the “Series 2022B Notes”); and (iv) $100.0 million in aggregate principal amount of 8.10% Series 2023A Senior Notes, due June 29, 2028 (the “Series 2023A Notes”) and other obligations of OBDE under a Master Note Purchase Agreement dated as of July 21, 2022 (as supplemented by the First Supplement to Master Note Purchase Agreement, dated as of December 22, 2022 (the “First Supplement”), and by the Second Supplement to Master Note Purchase Agreement, dated as of June 29, 2023 (the “Second Supplement”) and as further amended, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), among OBDE and certain institutional investors specified therein.
Pursuant to the Note Assumption Agreement, the Company unconditionally and expressly assumed, confirmed and agreed to perform and observe each and every one of the covenants, rights, promises, agreements, terms, conditions, obligations, duties and liabilities of OBDE under the Note Purchase Agreement, under the Series 2022A Notes, Series 2022B notes and Series 2023A Notes and under any documents, instruments or agreements executed or delivered or furnished by OBDE in connection therewith, and to be bound by all waivers made by OBDE with respect to any matter set forth therein.
Interest on the Series 2022A Notes will be due semiannually on January 21 and July 21 each year, beginning on January 21, 2023. The Series 2022A Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, the Company is obligated to offer to prepay the Series 2022A Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The Series 2022A Notes are general unsecured obligations of the Company’s that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. The Note Purchase Agreement contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, a minimum net worth of $800.0 million and a minimum asset coverage ratio of 1.50 to 1.00.
In addition, in the event that a Below Investment Grade Event (as defined in the Note Purchase Agreement) occurs, the Series 2022A Notes will bear interest at a fixed rate per annum which is 1.00% above the stated rate of the Series 2022A Notes from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing. In the event that a Secured Debt Ratio Event (as defined in the Note Purchase Agreement) occurs, the Series 2022A Notes will bear interest at a fixed rate per annum which is 1.50% above the stated rate of the Series 2022A Notes from the date of the occurrence of the Secured Debt Ratio Event to and until the date on which the Below Investment Grade Event is no longer continuing. In the event that both a Below Investment Grade Event and a Secured Debt Ratio Event have occurred and are continuing, the Series 2022A Notes will bear interest at a fixed rate per annum which is 2.00% above the stated rate of the Series 2022A Notes from the date of the occurrence of the later to occur of the Below Investment Grade Event and the Secured Debt Ratio Event to and until the date on which one of such events is no longer continuing.
The Note Purchase Agreement also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, certain cross-defaults or cross-acceleration under other indebtedness of the Company, certain judgments and orders and certain events of bankruptcy.
Except as otherwise expressly set forth in the First Supplement, the terms of the Note Purchase Agreement that apply to the Series 2022A Notes apply to the Series 2022B Notes, including, without limitation, the material terms described above. Except as otherwise expressly set forth in the Second Supplement, the terms of the Note Purchase Agreement that apply to the Series 2022A Notes apply to the Series 2023A Notes, including, without limitation, the material terms described above.
Revolving Credit Facility
On January 13, 2025, in connection with the Mergers, through the accordion feature, the aggregate commitments under the Revolving Credit Facility increased from $2.99 billion to $3.66 billion.
SPV Credit Facilities
On January 13, 2025, pursuant to Amendment No. 6 to Loan and Servicing Agreement and Omnibus Amendment to Certain Transaction Documents, dated December 5, 2024, by and between ORCC III Financing LLC (“ORCC III Financing”), a Delaware limited liability company and a wholly owned subsidiary of OBDE, ODCA, the Adviser, Société Générale, each of the lenders party thereto and the Company, became party to and assumed all of OBDE’s obligations under the OBDE SPV Asset Facility I (as defined below) and the Adviser became the collateral manager under OBDE SPV Asset Facility I. In addition, as a result of the consummation
of the Mergers, the Company became party to and assumed all of OBDE’s obligations under OBDE SPV Asset Facility II (as defined below) and OBDE SPV Asset Facility III (as defined below) and the Adviser became the servicer under OBDE SPV Asset Facility III.
OBDE SPV Asset Facility I
On July 29, 2021 (the “OBDE SPV Asset Facility I Closing Date”), ORCC III Financing entered into a Credit Agreement (as amended through the date hereof, the “OBDE SPV Asset Facility I”), with ORCC III Financing, as borrower, OBDE, as equityholder, ODCA, as collateral manager, the lenders from time to time parties thereto, Société Générale, as agent, State Street Bank and Trust Company, as collateral agent, collateral administrator and custodian, and Alter Domus (US) LLC as collateral custodian. The parties to the OBDE SPV Asset Facility I have entered into various amendments, including to admit new lenders, increase the maximum principal amount available under the facility, add a swingline commitment to the facility, extend the availability period and maturity date, change the interest rate and make various other changes. The following describes the terms of OBDE SPV Asset Facility I amended through December 5, 2024 (the “OBDE SPV Asset Facility I Sixth Amendment Date”).
The maximum principal amount of the OBDE SPV Asset Facility I is $525.0 million (decreased from $625.0 million on December 8, 2023), which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of ORCC III Financing’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits. The OBDE SPV Asset Facility I includes a $100.0 million sub-limit for swingline loans.
The OBDE SPV Asset Facility I provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the OBDE SPV Asset Facility I through March 16, 2026, unless the commitments are terminated sooner as provided in the OBDE SPV Asset Facility I (the “OBDE SPV Asset Facility I Commitment Termination Date”). Unless otherwise terminated, the OBDE SPV Asset Facility I will mature on March 15, 2028 (the “OBDE SPV Asset Facility I Stated Maturity”). Prior to the OBDE SPV Asset Facility I Stated Maturity, proceeds received by ORCC III Financing from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the OBDE SPV Asset Facility I Stated Maturity, ORCC III Financing must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.
Amounts drawn in U.S. dollars bear interest at SOFR plus a spread of 2.70%; amounts drawn in Canadian dollars bear interest at Term CORRA plus a spread of 2.70%; amounts drawn in Euros bear interest at EURIBOR plus a spread of 2.70%; and amounts drawn in British pounds bear interest either at SONIA plus a spread of 2.6693% or at an alternate base rate plus a spread of 2.70%. From the OBDE SPV Asset Facility I Closing Date to the OBDE SPV Asset Facility I Commitment Termination Date, there is a commitment fee, calculated on a daily basis, ranging from 0.00% to 1.00% on the undrawn amount under the OBDE SPV Asset Facility I.
OBDE SPV Asset Facility II
On December 2, 2021 (the “OBDE SPV Asset Facility II Closing Date”), ORCC III Financing II LLC (“ORCC III Financing II”), a Delaware limited liability company and newly formed subsidiary entered into a loan financing and servicing agreement (the “OBDE SPV Asset Facility II”), with ORCC III Financing II, as borrower, OBDE, as equityholder and services provider, the lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as facility agent, State Street Bank and Trust Company, as collateral agent and collateral custodian. On October 10, 2024, the parties to the OBDE SPV Asset Facility II entered into the Amendment No. 2 to the OBDE SPV Asset Facility II, in order to, among other changes, replace Alter Domus (US) LLC as collateral custodian with State Street Bank and Trust Company. The following describes the terms of OBDE SPV Asset Facility II amended through October 10, 2024 (the “OBDE SPV Asset Facility II Second Amendment Date”).
From time to time, the Company expects to sell and contribute certain loan assets to ORCC III Financing II pursuant to a Sale and Contribution Agreement by and between the Company and ORCC III Financing II. No gain or loss will be recognized as a result of the contribution. Proceeds from the OBDE SPV Asset Facility II will be used to finance the origination and acquisition of eligible assets by ORCC III Financing II, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by ORCC III Financing II through the Company’s ownership of ORCC III Financing II. The maximum principal amount of the OBDE SPV Asset Facility II is $500.0 million (increased from $350.0 million to $500.0 million on the OBDE SPV Asset Facility II Second Amendment Date); the availability of this amount is subject to a borrowing base test, which is based on the value of ORCC III Financing II’s assets from time to time, and satisfaction of certain conditions, including interest spread and weighted average coupon tests, certain concentration limits and collateral quality tests.
The OBDE SPV Asset Facility II provides for the ability to borrow, reborrow, repay and prepay advances under the OBDE SPV Asset Facility II for a period until December 2, 2027 unless such period is extended or accelerated under the terms of the OBDE SPV Asset Facility II (the “OBDE SPV Asset Facility II Revolving Period”). Unless otherwise extended, accelerated or terminated under the terms of the OBDE SPV Asset Facility II, the OBDE SPV Asset Facility II will mature on the date that is two years after the last day of the OBDE SPV Asset Facility II Revolving Period, on December 2, 2029 (the “OBDE SPV Asset Facility II Termination Date”). Prior to the OBDE SPV Asset Facility II Termination Date, proceeds received by ORCC III Financing II from principal and
interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding advances, and the excess may be returned to the Company, subject to certain conditions. On the OBDE SPV Asset Facility II Termination Date, ORCC III Financing II must pay in full all outstanding fees and expenses and all principal and interest on outstanding advances, and the excess may be returned to the Company.
Amounts drawn bear interest at SOFR (or, in the case of certain lenders that are commercial paper conduits, the lower of (a) their cost of funds and (b) SOFR, such SOFR not to be lower than zero) plus a spread equal to 1.95% per annum, which spread will increase (a) on and after the end of the OBDE SPV Asset Facility II Revolving Period by 0.15% per annum if no event of default has occurred and (b) by 2.00% per annum upon the occurrence of an event of default (such spread, the “OBDE SPV Asset Facility II Applicable Margin”). SOFR may be replaced as a base rate under certain circumstances. During the OBDE SPV Asset Facility II Revolving Period, ORCC III Financing II will pay an undrawn fee ranging from 0.00% to 0.25% per annum on the undrawn amount, if any, of the revolving commitments in the OBDE SPV Asset Facility II. During the OBDE SPV Asset Facility II Revolving Period, if the undrawn commitments are in excess of a certain portion (initially 20% and increasing in stages to 35%, 50% and 70%) of the total commitments under the OBDE SPV Asset Facility II, ORCC III Financing II will also pay a make-whole fee equal to the OBDE SPV Asset Facility II Applicable Margin multiplied by such excess undrawn commitment amount, reduced by the undrawn fee payable on such excess. ORCC III Financing II will also pay Deutsche Bank AG, New York Branch, certain fees (and reimburse certain expenses) in connection with its role as facility agent.
OBDE SPV Asset Facility III
On March 20, 2024 (the “OBDE SPV Asset Facility III Closing Date”), OBDC III Financing III LLC (“OBDC III Financing III”), a Delaware limited liability company and newly formed subsidiary, entered into a Credit Agreement (the “OBDE SPV Asset Facility III”), with OBDC III Financing III, as borrower, ODCA, as servicer, the lenders from time to time parties thereto, Bank of America, N.A., as administrative agent, State Street Bank and Trust Company, as collateral agent, and Alter Domus (US) LLC, as collateral custodian.
The maximum principal amount of the OBDE SPV Asset Facility III is $300.0 million, which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of OBDC III Financing III’s assets from time to time, and satisfaction of certain conditions, including certain portfolio criteria.
The OBDE SPV Asset Facility III provides for the ability to draw and redraw revolving loans under the OBDE SPV Asset Facility III for a period of up to three years after the OBDE SPV Asset Facility III Closing Date unless the commitments are terminated sooner as provided in the OBDE SPV Asset Facility III (the “OBDE SPV Asset Facility III Availability Period”). Unless otherwise terminated, the OBDE SPV Asset Facility III will mature on March 20, 2029 (the “OBDE SPV Asset Facility III Maturity Date”). To the extent the commitments are terminated or permanently reduced during the first two years following the OBDE SPV Asset Facility III Closing Date, OBDC III Financing III may owe a prepayment penalty. Prior to the OBDE SPV Asset Facility III Maturity Date, proceeds received by OBDC III Financing III from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the OBDE SPV Asset Facility III Maturity Date, OBDC III Financing III must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.
Amounts drawn in U.S. dollars are benchmarked to Daily SOFR, amounts drawn in British pounds are benchmarked to SONIA plus an adjustment of 0.11930%, amounts drawn in Canadian dollars are benchmarked to Daily Simple CORRA plus an adjustment of 0.29547%, and amounts drawn in Euros are benchmarked to EURIBOR, and in each case plus a spread equal to the Applicable Rate. The “Applicable Rate” ranges from 1.75% to 2.50% depending on the composition of the collateral. The OBDE SPV Asset Facility III also allows for amounts drawn in U.S. dollars to bear interest at an alternate base rate without a spread. During the Availability Period, there is a commitment fee subject to minimum utilization, calculated on a daily basis, ranging from 0.25% to 1.25% on the undrawn amount under the Secured Credit Facility.
Debt Securitization Transaction
On January 13, 2025, as a result of the consummation of the Mergers, the Company became party to the relevant agreements with respect to and assumed all of OBDE’s obligations under the CLO XIV Transaction (as defined below).
CLO XIV
On November 21, 2023 (the “CLO XIV Closing Date”), OBDE completed a $397.3 million term debt securitization transaction (the “CLO XIV Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by OBDE. The secured notes and preferred shares issued in the CLO XIV Transaction and the secured loan borrowed in the CLO XIV Transaction were issued and incurred, as applicable, by OBDE’s consolidated subsidiary Blue Owl CLO XIV, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO XIV Issuer”) and are backed by a portfolio of collateral obligations consisting of middle-market loans and participation interests in middle-market loans as well as by other assets of the CLO XIV Issuer.
The CLO XIV Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the Closing Date (the “CLO XIV Indenture”), by and among the CLO XIV Issuer and State Street Bank and Trust Company: (i) $203.0 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 2.40% and (ii) $32.0 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 3.25% (together, the “CLO XIV Secured Notes”) and (B) the borrowing by the CLO XIV Issuer of $25.0 million under floating rate Class A-L loans (the “CLO XIV Class A-L Loans” and together with the CLO XIV Secured Notes, the “CLO XIV Debt”). The CLO XIV Class A-L Loans bear interest at three-month term SOFR plus 2.40%. The CLO XIV Class A-L Loans were borrowed under a credit agreement (the “CLO XIV Class A-L Credit Agreement”), dated as of the CLO XIV Closing Date, by and among the CLO XIV Issuer, as borrower, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent. The CLO XIV Debt is secured by middle-market loans, participation interests in middle-market loans and other assets of the CLO XIV Issuer. The CLO XIV Debt is scheduled to mature on the Payment Date (as defined in the CLO XIV Indenture) in October, 2035. The CLO XIV Secured Notes were privately placed by SG Americas Securities, LLC as Initial Purchaser.
Concurrently with the issuance of the CLO XIV Secured Notes and the borrowing under the CLO XIV Class A-L Loans, the CLO XIV Issuer issued approximately $137.3 million of subordinated securities in the form of 137,300 preferred shares at an issue price of U.S.$1,000 per share (the “CLO XIV Preferred Shares”). The CLO XIV Preferred Shares were issued by the CLO XIV Issuer as part of its issued share capital and are not secured by the collateral securing the CLO XIV Debt. OBDE purchased all of the CLO XIV Preferred Shares. The Company acts as retention holder in connection with the CLO XIV Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such are required to retain a portion of the CLO XIV Preferred Shares.
As part of the CLO XIV Transaction, OBDE entered into a loan sale agreement with the CLO XIV Issuer dated as of the CLO XIV Closing Date (the “CLO XIV OBDC III Loan Sale Agreement”), which provided for the contribution of approximately $167.3 million funded par amount of middle-market loans from OBDE to the CLO XIV Issuer on the CLO XIV Closing Date and for future sales from the Company to the CLO XIV Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO XIV Debt. The remainder of the initial portfolio assets securing the CLO XIV Debt consisted of approximately $204.0 million funded par amount of middle-market loans purchased by the CLO XIV Issuer from ORCC III Financing LLC, a wholly-owned subsidiary of OBDE, under an additional loan sale agreement executed on the CLO XIV Closing Date between the CLO XIV Issuer and ORCC III Financing LLC (the “CLO XIV ORCC III Financing Loan Sale Agreement”). OBDE and ORCC III Financing LLC each made customary representations, warranties, and covenants to the CLO XIV Issuer under the applicable loan sale agreement. No gain or loss was recognized as a result of these sales or contributions.
Through October 20, 2027, a portion of the proceeds received by the CLO XIV Issuer from the loans securing the CLO XIV Secured Notes may be used by the CLO XIV Issuer to purchase additional middle-market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO XIV Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle-market loans.
The CLO XIV Debt is the secured obligation of the CLO XIV Issuer, and the CLO XIV Indenture and CLO XIV Class A-L Credit Agreement each includes customary covenants and events of default. The CLO XIV Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser will serve as collateral manager for the CLO XIV Issuer under a collateral management agreement dated as of the CLO XIV Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement between the Adviser and the Company will be offset by the amount of the collateral management fee attributable to the CLO XIV Issuer’s equity or notes owned by the Company.
Investment Advisory Agreement
The Investment Advisory Agreement became effective on January 12, 2025, in connection with the consummation of the Mergers. The Investment Advisory Agreement was approved by the Company’s Board on August 6, 2024 and by the Company’s shareholders on January 8, 2025. The Investment Advisory Agreement amended and restated the third amended and restated investment advisory agreement between the Company and the Adviser (the “Previous Investment Advisory Agreement”), which became effective on May 18, 2021.
The Investment Advisory Agreement excludes the impact of purchase accounting adjustments resulting from any purchase premium or discount paid for the acquisition of assets in a merger from the calculation of the income incentive fee and the capital gains incentive fee, and deletes from the Previous Investment Advisory Agreement certain provisions and remove references to items which by their terms are not applicable to the us as a result of our listing on the NYSE. Except for these changes, none of the material terms changed in the Investment Advisory Agreement as compared to the Previous Investment Advisory Agreement, including the services to be provided.
“At the Market” Offerings
On February 18, 2025, the Board authorized the Company to enter an equity distribution agreement with respect to an “at the market” offering of up to $750 million of the Company’s common stock.