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Debt
 9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Debt Debt
ING Facility
On February 1, 2022, the Company initially entered into a Senior Secured Revolving Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “ING Facility”) with the Company, as a borrower, ING, as administrative agent, Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as joint lead arrangers, and the lenders from time to time party thereto. Pursuant to the ING Facility, the lenders have agreed to extend credit to the Company in an aggregate principal amount of up to $925,000, subject to availability under a borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness. Maximum capacity under the ING Facility may be increased to $1,000,000 through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The availability period of the ING Facility will terminate on February 1, 2026 and will mature on February 1, 2027.
The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Borrowings under the ING Facility bear interest at a per annum rate equal to, (x) for loans for which the Company elects the base rate option, the “alternate base rate” (which is the highest of (a) the prime rate as publicly announced by The Wall Street Journal, (b) the sum of (i) the weighted average of the rates on overnight federal funds transactions, as published by the Federal Reserve Bank of New York plus (ii) 0.5%, and (c) one month SOFR plus 1% per annum) plus (A) 0.75% or (B) 0.875%, based on certain borrowing base conditions, and (y) for loans for which the Company elects the SOFR option, the applicable SOFR rate for the related interest period for such borrowing plus (A) 1.75% per annum or (B) 1.875% per annum, depending on certain borrowing base conditions. The Company pays an unused fee of 0.375% per annum on the daily unused amount of the revolver commitments. As of September 30, 2023, the Company was in compliance with all covenants and other requirements of the ING Facility.
The summary information of the ING Facility is as follows:
For the Three Months Ended
For the Nine Months Ended
September 30, 2023September 30, 2022September 30, 2023September 30, 2022
Borrowing interest expense$1,549 $5,198 $10,561 $5,887 
Facility unused commitment fees804 198 2,020 1,185 
Amortization of deferred financing costs305 297 901 710 
Total$2,658 $5,693 $13,482 $7,782 
Weighted average interest rate (excluding unused fees and financing costs)6.99 %4.12 %6.49 %3.97 %
Weighted average outstanding balance(1)
$86,535 $493,908 $214,644 $220,444 
(1)    For the nine months ended September 30, 2022, calculated for the period from February 1, 2022 (ING Facility closing date) through September 30, 2022.
For the three and nine months ended September 30, 2023, the Company borrowed $129,000 and $564,000, and repaid $344,000 and $1,169,500, respectively, under the ING Facility. For the three and nine months ended September 30, 2022, the Company borrowed $675,318 and $1,243,818, and repaid $493,500 and $648,500, respectively, under the ING Facility. As of September 30, 2023 and December 31, 2022, the Company had $909,052 and $303,504 of available capacity under the ING Facility (subject to borrowing base restrictions).
Wells Funding Facility
On June 29, 2022, the Company initially entered into (i) a Contribution Agreement (the “Wells Contribution Agreement”) with Financing SPV, pursuant to which the Company contributed to Financing SPV certain loans it has originated or acquired, or will originate or acquire (the “Loans”) from time to time, (ii) a Loan and Servicing Agreement (as amended, the “Loan and Servicing Agreement” and, together with the Wells Contribution Agreement, the “Wells Agreements”) with Financing SPV, as the borrower, Wells Fargo Bank, National Association (“Wells”), as the administrative agent and lender, the Company, as the equityholder and as the servicer, and State Street Bank and Trust Company, as collateral agent and as collateral custodian, pursuant to which Wells has agreed to extend credit to Financing SPV in an aggregate principal amount up to $750,000 at any one time outstanding (the “Wells Funding Facility”) and (iii) various supporting documentation, including an account control agreement.
The obligations of Financing SPV under the Wells Funding Facility are secured by all of the assets held by Financing SPV, including the Loans contributed or transferred by the Company to Financing SPV. The Wells Funding Facility is a revolving funding facility with a reinvestment period ending June 29, 2025 and a final maturity date of June 29, 2027. Subject to certain conditions, the reinvestment period and final maturity are both subject to a one-year extension. Advances under the Wells Funding Facility are available in US dollars, pound sterling, Euros or Canadian dollars, and subject to certain exceptions, the interest charged on the Wells Funding Facility is based on Daily Simple SOFR (Dollar), SONIA (GBP), EURIBOR (Euros) or CDOR (Canadian dollars), as applicable (or, if any such reference rate is not available, a benchmark replacement or a “base rate” (which is the greater of a prime rate and the federal funds rate plus 1.50%), as applicable), plus a margin equal to 2.75%. SONIA, EURIBOR and CDOR are subject to a floor of zero. Under the Wells Agreements, the Company and Financing SPV, as applicable, have made representations and warranties regarding the Loans, as well as their businesses, and are required to comply with various covenants, servicing procedures, limitations on disposition of Loans, reporting requirements and other customary requirements for similar revolving funding facilities. The Loan and Servicing Agreement includes usual and customary events of default for revolving funding facilities of this nature, including allowing Wells, upon a default, to accelerate and foreclose on the Loans and to pursue the rights under the Loans directly with the obligors thereof. As of September 30, 2023, the Company was in compliance with all covenants and other requirements of the Wells Funding Facility.
The summary information of the Wells Funding Facility is as follows:
For the Three Months EndedFor the Nine Months Ended
September 30, 2023September 30, 2022September 30, 2023September 30, 2022
Borrowing interest expense$7,294 $— $17,527 $— 
Facility unused commitment fees738 639 1,550 653 
Amortization of deferred financing costs414 229 961 234 
Total$8,446 $868 $20,038 $887 
Weighted average interest rate (excluding unused fees and financing costs)7.97 %— %7.59 %— %
Weighted average outstanding balance(1)
$358,152 $— $304,531 $— 
(1)    For the nine months ended September 30, 2022, calculated for the period from June 29, 2022 (Wells Funding Facility closing date) through September 30, 2022.
For the three and nine months ended September 30, 2023, the Company borrowed $189,000 and $444,000, and repaid $125,000 and $135,500, respectively, under the Wells Funding Facility. For the three and nine months ended September 30, 2022, the Company made no borrowings or repayments under the Wells Funding Facility. As of September 30, 2023 and December 31, 2022, the Company had $336,500 and $395,000 of available capacity under the Wells Funding Facility (subject to borrowing base restrictions).
CBNA Funding Facility
On September 12, 2023, the Company entered into (i) a Contribution Agreement (the “CBNA Contribution Agreement”) with Financing II SPV, pursuant to which the Company will contribute to Financing II SPV certain loans it has originated or acquired, or will originate or acquire (the “Loans”) from time to time, (ii) a Loan and Security Agreement (the “Loan and Security Agreement” and, together with the CBNA Contribution Agreement, the “CBNA Agreements”) with Financing II SPV, as the borrower, Citizens Bank, N.A. (“CBNA”), as the facility agent, the lenders party thereto (collectively, the “Lenders”), the Company, as the servicer, as the equityholder and as the transferor, and State Street Bank and Trust Company, as collateral agent, as account bank and as collateral custodian, pursuant to which the Lenders have agreed to (a) extend credit to Financing II SPV in an aggregate principal amount of up to $235,000 at any one time outstanding, and (b) following September 12, 2023 and prior to the date that is 180 days following
September 12, 2023, subject to certain conditions, allow Financing II SPV to elect to increase the outstanding commitments of CBNA by an additional $100,000 (which aggregate amounts may be increased to a maximum of $750,000, subject to certain conditions set forth in the Loan and Security Agreement) (the “CBNA Funding Facility”) and (iii) various supporting documentation, including an account control agreement.
The obligations of Financing II SPV under the CBNA Funding Facility are secured by all of the assets held by Financing II SPV, including the Loans contributed or transferred by the Company to Financing II SPV. The CBNA Funding Facility is a revolving funding facility with a reinvestment period ending September 12, 2026 and a final maturity date of September 12, 2028. Advances under the CBNA Funding Facility are available in US dollars, and subject to certain exceptions, the interest charged on the CBNA Funding Facility is based on Term SOFR (or, if such reference rate is not available, a benchmark replacement or a “base rate” (which is the greatest of the Daily SOFR Rate, a prime rate, and the federal funds rate plus 0.50%), as applicable), plus a margin equal to (i) 2.75% during the reinvestment period or (ii) 2.90% after the reinvestment period. Term SOFR is subject to a floor of zero. Under the CBNA Agreements, the Company and Financing II SPV, as applicable, have made representations and warranties regarding the Loans, as well as their businesses, and are required to comply with various covenants, servicing procedures, limitations on disposition of Loans, reporting requirements and other customary requirements for similar revolving funding facilities. The Loan and Security Agreement includes usual and customary events of default for revolving funding facilities of this nature, including allowing CBNA, upon a default, to accelerate and foreclose on the Loans and to pursue the rights under the Loans directly with the obligors thereof. As of September 30, 2023, the Company was in compliance with all covenants and other requirements of the CBNA Funding Facility.
The summary information of the CBNA Funding Facility is as follows:
For the Three Months EndedFor the Nine Months Ended
September 30, 2023September 30, 2022September 30, 2023September 30, 2022
Borrowing interest expense$— N/A$— N/A
Facility unused commitment fees62 N/A62 N/A
Amortization of deferred financing costs27 N/A27 N/A
Total$89 N/A$89 N/A
Weighted average interest rate (excluding unused fees and financing costs)— %N/A— %N/A
Weighted average outstanding balance(1)
$— N/A$— N/A
(1)    For the three and nine months ended September 30, 2023, calculated for the period from September 12, 2023 (CBNA Funding Facility closing date) through September 30, 2023.
For the three and nine months ended September 30, 2023, the Company made no borrowings or repayments under the CBNA Funding Facility. As of September 30, 2023, the Company had $235,000 of available capacity under the CBNA Funding Facility (subject to borrowing base restrictions).
Unsecured Notes
The Series A 2026 Notes and the Series A 2028 Notes
On March 16, 2023, the Company entered into a Master Note Purchase Agreement (the “March 2023 NPA”) governing the issuance of (i) $204,000 in aggregate principal amount of Series A Senior Notes, Tranche A, due March 16, 2026 (the “Series A 2026 Notes”) and (ii) $146,000 in aggregate principal amount of Series A Senior Notes, Tranche B, due March 16, 2028 (the “Series A 2028 Notes” and, together with the Series A 2026 Notes, the “Series A Notes”) to certain qualified institutional investors in a private placement.
The Series A Notes were delivered and paid for on March 16, 2023, subject to certain customary closing conditions. The Series A 2026 Notes have a fixed interest rate of 8.10% per year and will mature on March 16, 2026 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the March 2023 NPA. The Series A 2028 Notes have a fixed interest rate of 8.13% per year and will mature on March 16, 2028 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the March 2023 NPA. Interest on the Series A Notes is due semiannually in March and September of each year. Subject to the terms of the March 2023 NPA, the Company may redeem the Series A 2026 Notes 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 redeemed on or before December 16, 2025, a make-whole premium, and the Company may redeem the Series A 2028 Notes 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 redeemed on or before December 16, 2027, a make-whole premium. The Company’s obligations under the March 2023 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. As of September 30, 2023, the Company was in compliance with all covenants and other requirements of the Series A Notes.
The summary information of the Series A 2026 Notes was as follows:
For the Three Months EndedFor the Nine Months Ended
September 30, 2023September 30, 2022September 30, 2023September 30, 2022
Borrowing interest expense$4,132 N/A$8,951 N/A
Amortization of debt issuance costs187 N/A406 N/A
Total$4,319 N/A$9,357 N/A
Stated interest rate8.10 %N/A8.10 %N/A
The summary information of the Series A 2028 Notes was as follows:
For the Three Months EndedFor the Nine Months Ended
September 30, 2023September 30, 2022September 30, 2023September 30, 2022
Borrowing interest expense$2,968 N/A$6,429 N/A
Amortization of debt issuance costs82 N/A178 N/A
Total$3,050 N/A$6,607 N/A
Stated interest rate8.13 %N/A8.13 %N/A
The Series B 2026 Notes and the Series B 2028 Notes
On August 10, 2023, the Company entered into a Master Note Purchase Agreement (the “August 2023 NPA”) governing the issuance of $107,000 in aggregate principal amount of Series B Senior Notes, Tranche A, due August 10, 2026 (the “Series B 2026 Notes”) and the issuance of $128,000 in aggregate principal amount of Series B Senior Notes, Tranche B, due August 10, 2028 (the “Series B 2028 Notes” and, together with the Series B 2026 Notes, collectively, the “Series B Notes”) to certain qualified institutional investors in a private placement. The Series B Notes were delivered and paid for on August 10, 2023, subject to certain customary closing conditions.
The Series B 2026 Notes have a fixed interest rate of 8.84% per year and the Series B 2028 Notes have a fixed interest rate of 8.88% per year, subject to a step up to the extent a Below Investment Grade Event (as defined in the August 2023 NPA) or a Secured Debt Ratio Event (as defined in the August 2023 NPA) occurs. The Series B 2026 Notes will mature on August 10, 2026 and the Series B 2028 Notes will mature on August 10, 2028, unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the August 2023 NPA. Interest on the Series B Notes will be due semiannually in March and September of each year, beginning in March 2024. In addition, the Company is obligated to offer to repay the Series B Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the August 2023 NPA, the Company may redeem the Series B Notes 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 the Series B 2026 Notes are redeemed on or before May 10, 2026 or the Series B 2028 Notes are redeemed on or before May 10, 2028, a make-whole premium. As of September 30, 2023, the Company was in compliance with all covenants and other requirements of the Series B Notes.
The summary information of the Series B 2026 Notes was as follows:
For the Three Months EndedFor the Nine Months Ended
September 30, 2023September 30, 2022September 30, 2023September 30, 2022
Borrowing interest expense$1,340 N/A$1,340 N/A
Amortization of debt issuance costs53 N/A53 N/A
Total$1,393 N/A$1,393 N/A
Stated interest rate8.84 %N/A8.84 %N/A
The summary information of the Series B 2028 Notes was as follows:
For the Three Months EndedFor the Nine Months Ended
September 30, 2023September 30, 2022September 30, 2023September 30, 2022
Borrowing interest expense$1,611 N/A$1,611 N/A
Amortization of debt issuance costs38 N/A38 N/A
Total$1,649 N/A$1,649 N/A
Stated interest rate8.88 %N/A8.88 %N/A
The Company’s outstanding debt obligations were as follows:
September 30, 2023December 31, 2022
Aggregate Principal CommittedOutstanding PrincipalUnused PortionAggregate Principal CommittedOutstanding PrincipalUnused Portion
ING Facility(1)
$925,000 $15,948 $909,052 $925,000 $621,496 $303,504 
Wells Funding Facility750,000 413,500 336,500 500,000 105,000 395,000 
CBNA Funding Facility235,000 — 235,000 N/AN/AN/A
Series A 2026 Notes(2)
204,000 204,000 — N/AN/AN/A
Series A 2028 Notes(2)
146,000 146,000 — N/AN/AN/A
Series B 2026 Notes(3)
107,000 107,000 — N/AN/AN/A
Series B 2028 Notes(3)
128,000 128,000 — N/AN/AN/A
Total$2,495,000 $1,014,448 $1,480,552 $1,425,000 $726,496 $698,504 
(1)    Under the ING Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2023, the Company had borrowings denominated in Euros (EUR) of 5,618. As of December 31, 2022, the Company had borrowings denominated in Euros (EUR) of 5,618.
(2)    The carrying value of the Company’s Series A 2026 Notes and Series A 2028 Notes were presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $1,807 and $1,409, respectively.
(3)    The carrying value of the Company’s Series B 2026 Notes and Series B 2028 Notes were presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $1,070 and $1,306, respectively.
The combined weighted average interest rate (excluding unused fees and financing costs) of the aggregate borrowings outstanding for the three months ended September 30, 2023 and September 30, 2022 was 7.97% and 4.12%, respectively. The combined weighted average debt of the aggregate borrowings outstanding for the three months ended September 30, 2023 and September 30, 2022 was $927,513 and $493,908, respectively.
The combined weighted average interest rate (excluding unused fees and financing costs) of the aggregate borrowings outstanding for the nine months ended September 30, 2023 and September 30, 2022 was 7.47% and 3.97%, respectively. The combined weighted average debt of the aggregate borrowings outstanding for the nine months ended September 30, 2023 and September 30, 2022 was $819,065 and $220,444, respectively.