INVESTMENTS AND FAIR VALUE DISCLOSURES | 9. INVESTMENTS AND FAIR VALUE DISCLOSURES The following table presents the components of the Company’s investments: (dollars in thousands) September 30, December 31, Loans, at amortized cost (includes $232,500 and $252,225 of investments in the Company’s products, respectively) $ 233,550 $ 254,152 Equity investments in the Company's products, equity method 52,159 46,157 Equity investments in the Company's products, at fair value 64,722 14,079 Investments in the Company's CLOs, at fair value 2,708 2,843 Total $ 353,139 $ 317,231 Fair Value Measurements Categorized within the Fair Value Hierarchy Fair value represents the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date (i.e., an exit price). The Company and the products it manages hold a variety of assets and liabilities, certain of which are not publicly traded or that are otherwise illiquid. Significant judgement and estimation go into the assumptions that drive the fair value of these assets and liabilities. The fair value of these assets and liabilities may be estimated using a combination of observed transaction prices, prices from third parties (including independent pricing services and relevant broker quotes), models or other valuation methodologies based on pricing inputs that are neither directly nor indirectly market observable. Due to the inherent uncertainty of valuations of assets and liabilities that are determined to be illiquid or do not have readily ascertainable fair values, the estimates of fair value may differ from the values ultimately realized, and those differences can be material. GAAP prioritizes the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is impacted by a number of factors, including the type of assets and liabilities and the specific characteristics of the financial assets and liabilities. Financial assets and liabilities with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and lesser degree of judgment used in measuring fair value. Financial assets and liabilities measured at fair value are classified and disclosed into one of the following categories based on the observability of inputs used in the determination of fair values: • Level I – Quoted prices that are available in active markets for identical financial assets or liabilities as of the reporting date. • Level II – Valuations obtained from independent third-party pricing services, the use of models or other valuation methodologies based on pricing inputs that are either directly or indirectly market observable as of the measurement date. These financial assets and liabilities exhibit higher levels of liquid market observability as compared to Level III financial assets and liabilities. • Level III – Pricing inputs that are unobservable in the market and includes situations where there is little, if any, market activity for the financial asset or liability. The inputs into the determination of fair value of financial assets and liabilities in this category may require significant management judgment or estimation. The fair value of these financial assets and liabilities may be estimated using a combination of observed transaction prices, independent pricing services, models or other valuation methodologies based on pricing inputs that are neither directly nor indirectly market observable (e.g., cash flows, implied yields). In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial asset or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial asset or liability when the fair value is based on unobservable inputs. The tables below summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022: September 30, 2023 (dollars in thousands) Level I Level II Level III Total Investments, at Fair Value Equity investments in the Company's products $ — $ 64,722 $ — $ 64,722 CLOs — — 2,708 2,708 Total Assets, at Fair Value $ — $ 64,722 $ 2,708 $ 67,430 Liabilities, at Fair Value TRA liability $ — $ — $ 112,795 $ 112,795 Warrant liability — — 12,100 12,100 Earnout liability — 653 90,759 91,412 Total Liabilities, at Fair Value $ — $ 653 $ 215,654 $ 216,307 December 31, 2022 (dollars in thousands) Level I Level II Level III Total Investments, at Fair Value Equity investments in the Company's products $ — $ 14,079 $ — $ 14,079 CLOs — — 2,843 2,843 Total Assets, at Fair Value $ — $ 14,079 $ 2,843 $ 16,922 Liabilities, at Fair Value TRA liability $ — $ — $ 120,587 $ 120,587 Warrant liability — — 8,550 8,550 Earnout liability — — 172,070 172,070 Total Liabilities, at Fair Value $ — $ — $ 301,207 $ 301,207 Reconciliation of Fair Value Measurements Categorized within Level III Unrealized gains and losses on the Company’s assets and liabilities carried at fair value on a recurring basis are included within other loss in the consolidated and combined statements of operations. There were no transfers in or out of Level III. The following table sets forth a summary of changes in the fair value of the Level III measurements for the three and nine months ended September 30, 2023 and 2022: (dollars in thousands) Level III Assets Investment in CLOs Three Months Ended Nine Months Ended 2023 2022 2023 2022 Beginning balance $ 2,430 $ — $ 2,843 $ — Purchases — 3,738 — 3,738 Net gains (losses) 278 (74) (135) (74) Ending Balance $ 2,708 $ 3,664 $ 2,708 $ 3,664 Change in net unrealized gains (losses) on assets still recognized at the reporting date $ 278 $ (74) $ (135) $ (74) Three Months Ended September 30, 2023 Level III Liabilities (dollars in thousands) TRA Liability Warrant Liability Earnout Liability Total Beginning balance $ 112,830 $ 10,050 $ 88,752 $ 211,632 Net (gains) losses (35) 2,050 2,007 4,022 Ending Balance $ 112,795 $ 12,100 $ 90,759 $ 215,654 Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ (35) $ 2,050 $ 2,007 $ 4,022 Nine Months Ended September 30, 2023 Level III Liabilities (dollars in thousands) TRA Liability Warrant Liability Earnout Liability Total Beginning balance $ 120,587 $ 8,550 $ 172,070 $ 301,207 Settlements — — (86,250) (86,250) Net (gains) losses (7,792) 3,550 4,939 697 Ending Balance $ 112,795 $ 12,100 $ 90,759 $ 215,654 Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ (7,792) $ 3,550 $ 4,815 $ 573 Three Months Ended September 30, 2022 Level III Liabilities (dollars in thousands) TRA Liability Warrant Liability Earnout Liability Total Beginning balance $ 119,607 $ 11,100 $ 159,255 $ 289,962 Acquisitions — — (969) (969) Net (gains) losses (3,599) (3,650) 1,760 (5,489) Ending Balance $ 116,008 $ 7,450 $ 160,046 $ 283,504 Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ (3,599) $ (3,650) $ 1,760 $ (5,489) Nine Months Ended September 30, 2022 Level III Liabilities (dollars in thousands) TRA Liability Warrant Liability Earnout Liability Total Beginning balance $ 111,325 $ 25,750 $ 143,800 $ 280,875 Acquisitions — — 13,782 13,782 Net losses (gains) 4,683 (18,300) 2,464 (11,153) Ending Balance $ 116,008 $ 7,450 $ 160,046 $ 283,504 Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ 4,683 $ (18,300) $ 2,464 $ (11,153) Valuation Methodologies for Fair Value Measurements Categorized within Levels II and III Equity Investments in the Company’s Products The fair value of equity investments in the Company’s products is determined based on the published net asset value of these investments, as such values are the price at which contributions and redemptions are effectuated on a monthly basis. These investments are generally classified as Level II. The majority of this balance is subject to a one-year minimum holding period, which will expire in the fourth quarter of 2023. The remaining balance is generally redeemable on a monthly basis at the Company’s option. CLOs The fair value of CLOs are determined based on inputs from independent pricing services. These investments are classified as Level III. The Company obtains prices from independent pricing services that utilize discounted cash flows, which take into account unobservable significant inputs, such as yield, prepayments and credit quality. TRA Liability The TRA related to the Dyal Acquisition is considered contingent consideration and is measured at fair value based on discounted future cash flows. The remaining TRA liability on the Company’s consolidated and combined statements of financial condition is not measured at fair value. Warrant Liability The Company uses a Monte Carlo simulation model to value the Private Placement Warrants. The Company estimates the volatility of its Class A Shares based on the volatility implied by our peer group. The risk-free interest rate is based on U.S. Treasuries for a maturity similar to the expected remaining life of the warrants. The expected term of the warrants is assumed to be equivalent to their remaining contractual term. Prior to their redemption, the Public Warrants were traded on the NYSE and were stated at the last reported sales price without any valuation adjustments, and therefore were classified as Level I. Earnout Liability As of September 30, 2023 and December 31, 2022, the earnout liability was comprised of the Oak Street Cash Earnout and the Wellfleet Earnouts, each of which were deemed to be contingent consideration on the Oak Street Acquisition and Wellfleet Acquisition, respectively. The fair value of the Oak Street Cash Earnout was determined using a discounted cash flow model as of September 30, 2023 and a Monte Carlo simulation model as of December 31, 2022. During the three months ended June 30, 2023, the quarterly management fee requirement associated with the Second Oak Street Earnout was met, as a result, the Company changed the valuation technique to a discounted cash flow model, as historical revenue volatility is no longer relevant to the analysis and only the passage of time remains an input to the fair value. The Monte Carlo simulation model incorporated management’s revenue forecast and made the following adjustments: historical revenue volatility, risk free rate based on U.S. Treasuries for a maturity similar to the expected remaining life and a discount rate to adjust management’s revenue forecast from a risk-based forecast to a risk-neutral forecast. The fair value of the Wellfleet Earnouts, which are primarily comprised of future contingent cash payments, was determined using a discounted cash flow model. Quantitative Inputs and Assumptions for Fair Value Measurements Categorized within Level III The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of September 30, 2023: (dollars in thousands) Fair Value Valuation Technique Significant Unobservable Inputs Range Weighted Average Impact to Valuation from an Increase in Input Assets CLOs $ 2,708 Discounted cash flow Yield 15 % - 19% 17 % Decrease Liabilities TRA liability $ 112,795 Discounted cash flow Discount Rate 11 % - 11% 11 % Decrease Warrant liability 12,100 Monte Carlo Simulation Volatility 27 % - 27% 27 % Increase Earnout liability: Oak Street Earnouts 81,654 Discounted cash flow Discount Rate 16 % - 16% 16 % Decrease Wellfleet Earnouts 9,105 Discounted cash flow Discount Rate 6 % - 6% 6 % Decrease 90,759 Total Liabilities, at Fair Value $ 215,654 The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of December 31, 2022: (dollars in thousands) Fair Value Valuation Technique Significant Unobservable Inputs Range Weighted Average Impact to Valuation from an Increase in Input Assets CLOs $ 2,843 Discounted cash flow Yield 16 % - 19% 17 % Decrease Liabilities TRA liability $ 120,587 Discounted cash flow Discount Rate 11 % - 11% 11 % Decrease Warrant liability 8,550 Monte Carlo simulation Volatility 34 % - 34% 34 % Increase Earnout liability: Oak Street Earnouts 158,497 Monte Carlo simulation Revenue Volatility 50 % - 50% 50 % Increase Discount rate 17 % - 17% 17 % Decrease Wellfleet Earnouts 13,573 Discounted cash flow Discount rate 6 % - 6% 6 % Decrease 172,070 Total Liabilities, at Fair Value $ 301,207 Fair Value of Other Financial Instruments As of September 30, 2023, the fair value of the Company’s debt obligations was approximately $1.4 billion compared to a carrying value of $1.7 billion, of which $1.1 billion of the fair value would have been categorized as Level II within the fair value hierarchy and the remainder as Level III. As of December 31, 2022, the fair value of the Company’s debt obligations was approximately $1.3 billion compared to a carrying value of $1.6 billion, of which $1.1 billion of the fair value would have been categorized as Level II within the fair value hierarchy and the remainder as Level III. Management estimates that the carrying value of the Company’s other financial instruments, which are not carried at fair value, approximated their fair values as of September 30, 2023 and December 31, 2022, respectively, and such fair value measurements are categorized as Level III within the fair value hierarchy. |