Quarterly report pursuant to Section 13 or 15(d)

Net Assets

v3.23.1
Net Assets
 3 Months Ended
Mar. 31, 2023
Investment Company [Abstract]  
Net Assets Net Assets
In connection with its formation, the Company has the authority to issue an unlimited number of Class S, Class I, Class D, and Class F common shares of beneficial interest at $0.01 per share par value. On July 23, 2021, the Adviser purchased 100 shares of the Company’s Class I common shares of beneficial interest at $25.00 per share.
As of February 3, 2022, the Company had satisfied the minimum offering requirement, and the Company’s Board had authorized the release of proceeds from escrow. As of such date, the Company issued and sold 20,437,880 shares (consisting of 7,074,280 Class I shares, 1,268,000 Class D Shares, and 12,095,600 Class F shares at an offering price of $25.00 per share), and the Escrow Agent released net proceeds of $510.9 million, of which $10.0 million was from an affiliate of the Adviser, to the Company as payment for such shares. Under the terms of the Company’s Declaration of Trust, all Common Shares have equal rights as to voting and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable. As of March 31, 2023 and December 31, 2022, no Class S shares were outstanding.

The share classes have different ongoing distribution and/or shareholder servicing fees. Until the release of proceeds from escrow, the per share purchase price for Common Shares in the Offering was $25.00 per share. Thereafter, the purchase price per share for each class of Common Shares will equal the NAV per share, as of the effective date of the monthly share purchase date.

The following table summarizes transactions in common shares of beneficial interest during the three months ended March 31, 2023:
Shares Amount
CLASS I
Subscriptions 903,666  $ 21,893 
Share transfers between classes 675,921  16,465 
Distributions reinvested 352,176  8,526 
Share repurchases (377,320) (9,207)
Early repurchase deduction —  15 
Net increase (decrease) 1,554,443  $ 37,692 
CLASS D
Subscriptions 1,249,379  $ 30,400 
Share transfers between classes —  — 
Distributions reinvested 182,009  4,406 
Share repurchases —  — 
Early repurchase deduction —  8 
Net increase (decrease) 1,431,388  $ 34,814 
CLASS F
Subscriptions 4,126,357  $ 100,409 
Share transfers between classes (675,921) (16,465)
Distributions reinvested 1,012,997  24,524 
Share repurchases (681,306) (16,624)
Early repurchase deduction —  39 
Net increase (decrease) 3,782,127  $ 91,883 
Total net increase (decrease) 6,767,958  $ 164,389 
The following table summarizes transactions in common shares of beneficial interest during the three months ended March 31, 2022:
Shares Amount
CLASS I
Subscriptions 10,707,249  $ 268,044 
Share transfers between classes —  — 
Distributions reinvested 29,909  751 
Share repurchases —  — 
Early repurchase deduction —  — 
Net increase (decrease) 10,737,158  $ 268,795 
CLASS D
Subscriptions 4,699,275  $ 117,825 
Share transfers between classes —  — 
Distributions reinvested 2,158  54 
Share repurchases —  — 
Early repurchase deduction —  — 
Net increase (decrease) 4,701,433  $ 117,879 
CLASS F
Subscriptions 20,951,925  $ 524,684 
Share transfers between classes —  — 
Distributions reinvested 27,671  694 
Share repurchases —  — 
Early repurchase deduction —  — 
Net increase (decrease) 20,979,596  $ 525,378 
Total net increase (decrease) 36,418,187  $ 912,052 

Net Asset Value per Share and Offering Price
The Company determines NAV for each class of shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. Shares are issued at an offering price equivalent to the most recent NAV per share available for each share class, which will be the prior calendar day NAV per share (i.e. the prior month-end NAV). The following table summarizes each month-end NAV per share for Class S, Class I, Class D and Class F common shares of beneficial interest during the three months ended March 31, 2023 and 2022:
NAV Per Share
For the Months Ended
Class S(1)
Class I Class D Class F
January 31, 2023 $ —  $ 24.36  $ 24.36  $ 24.36 
February 28, 2023 $ —  $ 24.56  $ 24.56  $ 24.56 
March 31, 2023 $ —  $ 24.40  $ 24.40  $ 24.40 
(1) Class S has not commenced operations as of March 31, 2023.
NAV Per Share
For the Months Ended
Class S(1)
Class I Class D Class F
February 28, 2022 $ —  $ 25.10  $ 25.10  $ 25.10 
March 31, 2022 $ —  $ 25.09  $ 25.09  $ 25.09 
(1) Class S has not commenced operations as of March 31, 2022.
Distributions
The Board authorizes and declares monthly distribution amounts per share of Class S, Class I, Class D, and Class F common shares of beneficial interest payable monthly in arrears. The following table presents distributions that were declared during the three months ended March 31, 2023:

Class I
Declaration Date Record Date Payment Date
Distribution Per Share(2)
Distribution Amount
January 19, 2023 January 31, 2023 February 28, 2023 $ 0.18100  $ 6,441 
February 28, 2023 February 28, 2023 March 31, 2023 0.19000  6,980 
March 28, 2023 March 31, 2023 April 28, 2023 0.20300  7,518 
Total $ 0.57400  $ 20,939 
Class D
Declaration Date Record Date Payment Date
Distribution Per Share(1)(2)
Distribution Amount
January 19, 2023 January 31, 2023 February 28, 2023 $ 0.17590  $ 3,173 
February 28, 2023 February 28, 2023 March 31, 2023 0.18530  3,351 
March 28, 2023 March 31, 2023 April 28, 2023 0.19780  3,752 
Total $ 0.55900  $ 10,276 
Class F
Declaration Date Record Date Payment Date
Distribution Per Share(1)(2)
Distribution Amount
January 19, 2023 January 31, 2023 February 28, 2023 $ 0.17090  $ 16,003 
February 28, 2023 February 28, 2023 March 31, 2023 0.18070  16,992 
March 28, 2023 March 31, 2023 April 28, 2023 0.19260  18,590 
Total $ 0.54420  $ 51,585 
(1) Distributions per share are net of shareholder servicing and/or distribution fees.
(2) Distributions per share include variable supplemental distributions of $0.021, $0.030, and $0.043 for January, February and March, respectively, for all share classes outstanding.


The following table presents distributions that were declared during the three months ended March 31, 2022:

Class I
Declaration Date Record Date Payment Date Distribution Per Share Distribution Amount
February 27, 2022 February 28, 2022 March 31, 2022 $ 0.13542  $ 958 
March 30, 2022 March 31, 2022 April 29, 2022 0.14640  1,572 
Total $ 0.28182  $ 2,530 

Class D
Declaration Date Record Date Payment Date Distribution Per Share Distribution Amount
February 27, 2022 February 28, 2022 March 31, 2022 $ 0.13542  $ 172 
March 30, 2022 March 31, 2022 April 29, 2022 0.14640  688 
Total $ 0.28182  $ 860 
Class F
Declaration Date Record Date Payment Date Distribution Per Share Distribution Amount
February 27, 2022 February 28, 2022 March 31, 2022 $ 0.13542  $ 1,638 
March 30, 2022 March 31, 2022 April 29, 2022 0.14640  3,072 
Total $ 0.28182  $ 4,710 

Distribution Reinvestment Plan
The Company has adopted a distribution reinvestment plan, pursuant to which the Company will reinvest all cash distributions declared by the Board on behalf of our shareholders who do not elect to receive their distributions in cash as provided below. As a result, if the Board authorizes, and the Company declares, 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 as described below, rather than receiving the cash distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.
Character of Distributions
The Company may fund its cash distributions to shareholders from any source of funds available to the Company, including but not limited to offering proceeds, net investment income from operations, capital gains proceeds from the sale of assets, borrowings, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment.
Through March 31, 2023, a portion of the Company’s distributions resulted from expense support from the Adviser, and future distributions may result from expense support from the Adviser, each of which is subject to repayment by the Company within three years from the date of payment. The purpose of this arrangement avoids distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distribution is not based solely on the Company’s investment performance, and can only be sustained if the Company achieves positive investment performance in future periods and/or the Adviser continues to provide expense support. Shareholders should also understand that the Company’s future repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that the Company will achieve the performance necessary to sustain these distributions, or be able to pay distributions at all.
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 the Company has declared on its Common Shares during the three months ended March 31, 2023:
Class I Class D Class F
Source of Distribution Per Share Amount Per Share Amount Per Share Amount
Net investment income $ 0.5740  $ 20,939  $ 0.5590  $ 10,276  $ 0.5442  $ 51,585 
Net realized gains —  —  —  —  —  — 
Total $ 0.5740  $ 20,939  $ 0.5590  $ 10,276  $ 0.5442  $ 51,585 
The following table reflects the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of Common Shares during the three months ended March 31, 2022:
Class I Class D Class F
Source of Distribution Per Share Amount Per Share Amount Per Share Amount
Net investment income $ 0.2818  $ 2,530  $ 0.2818  $ 860  $ 0.2818  $ 4,710 
Net realized gains —  —  —  —  —  — 
Total $ 0.2818  $ 2,530  $ 0.2818  $ 860  $ 0.2818  $ 4,710 

Share Repurchase Program
The Company has commenced a share repurchase program in which the Company intends to repurchase, in each quarter, up to 5% of the Company’s Common Shares outstanding (by number of shares) as of the close of the previous calendar quarter. The Board may amend, suspend or terminate the share repurchase program if it deems such action to be in the best interest of the Company and the best interest of the shareholders. As a result, share repurchases may not be available each quarter. The Company intends to conduct such
repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, 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 the Company’s share repurchase program, to the extent the Company offers to repurchase shares in any particular quarter, the Company expects to repurchase shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived, at the Company’s discretion, in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders across all shares.

The following table summarizes the share repurchases completed during the three months ended March 31, 2023:
Repurchase Deadline Request
Percentage of Outstanding Shares the Company Offered to Repurchase(1)
Repurchase Pricing Date Amount Repurchased (all classes)(2) Number of Shares Repurchased (all classes)
Percentage of Outstanding Shares Purchased(1)
March 2, 2023 5.00  % March 31, 2023 $ 25,830  1,058,626  0.73  %
(1)Percentage is based on total shares as of the close of the previous calendar quarter. All repurchase requests were satisfied in full.
(2)Amounts not inclusive of Early Repurchase Deduction.

There were no share repurchases during the three months ended March 31, 2022.