UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________________________________
FORM 10-Q
_________________________________________________________________________________
| | | | | |
ý | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Quarterly Period Ended September 30, 2023
| | | | | |
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
_________________________________________________________________________________
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Commission File Number | | Exact name of registrant as specified in its charter, address of principal executive offices, telephone number and states or other jurisdictions of incorporation or organization | | I.R.S. Employer Identification Number |
000-56437 | | New Mountain Guardian IV BDC, L.L.C. 1633 Broadway, 48th Floor New York, New York 10019 Telephone: (212) 720-0300 State of Organization: Delaware | | 88-1377220 |
_________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act: None
| | | | | | | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |
| None | N/A | N/A | |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | |
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Non-accelerated filer ý | Smaller reporting company ☐ | |
| Emerging growth company ☒ | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
_________________________________________________________________________________
The number of the registrant's limited liability company units outstanding as of November 13, 2023 was 23,525,081. As of September 30, 2023, there was no established public market for the registrant's limited liability company common units.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2023
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
New Mountain Guardian IV BDC, L.L.C.
Consolidated Statements of Assets, Liabilities and Members' Capital
(in thousands, except units and per unit data)
(unaudited)
| | | | | | | | | | | |
| September 30, 2023 | | December 31, 2022 |
Assets | | | |
Non-controlled/non-affiliated investments at fair value (cost of $341,278 and $123,436, respectively) | $ | 348,965 | | | $ | 123,211 | |
Cash and cash equivalents | 34,982 | | | 5,793 | |
| | | |
Interest and dividend receivable | 3,365 | | | 826 | |
Receivable from unsettled securities sold | 719 | | | — | |
| | | |
Other assets | 123 | | | 130 | |
Total assets | $ | 388,154 | | | $ | 129,960 | |
Liabilities | | | |
Borrowings | | | |
UBS Credit Facility | $ | 125,000 | | | $ | — | |
BMO Subscription Line | — | | | 53,700 | |
Deferred financing costs (net of accumulated amortization of $270 and $11, respectively) | (1,542) | | | (24) | |
Net borrowings | 123,458 | | | 53,676 | |
Payable for unsettled securities purchased | 15,674 | | | — | |
Distribution payable | 4,142 | | | 1,336 | |
Interest payable | 1,337 | | | 363 | |
Incentive fee payable | 674 | | | 208 | |
Management fee payable | 661 | | | 111 | |
Payable to affiliate | 150 | | | 167 | |
| | | |
Other liabilities | 1,445 | | | 582 | |
Total liabilities | 147,541 | | | 56,443 | |
Commitments and contingencies (See Note 8) | | | |
Members' Capital | | | |
Common units, 23,525,081 and 7,525,831 units issued and outstanding, respectively | 234,676 | | | 74,684 | |
Accumulated underdistributed (overdistributed) earnings | 5,937 | | | (1,167) | |
Total members' capital | $ | 240,613 | | | $ | 73,517 | |
Total liabilities and members' capital | $ | 388,154 | | | $ | 129,960 | |
Outstanding common membership units | 23,525,081 | | | 7,525,831 | |
Members' capital per unit | $ | 10.23 | | | $ | 9.77 | |
The accompanying notes are an integral part of these consolidated financial statements.
3
New Mountain Guardian IV BDC, L.L.C.
Consolidated Statements of Operations
(in thousands, except units and per unit data)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 30, 2023 | | September 30, 2022 | | September 30, 2023 | | September 30, 2022(1) |
Investment income | | | | | | | |
Interest income | $ | 8,182 | | | $ | 1,150 | | | $ | 18,685 | | | $ | 1,286 | |
PIK interest income | 668 | | | — | | | 967 | | | — | |
Dividend income | 26 | | | 23 | | | 75 | | | 25 | |
| | | | | | | |
Fee income | 1,162 | | | 831 | | | 2,216 | | | 1,402 | |
Total investment income | 10,038 | | | 2,004 | | | 21,943 | | | 2,713 | |
Expenses | | | | | | | |
Interest and other financing expenses | 3,797 | | | 392 | | | 8,522 | | | 424 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Management fee | 675 | | | 280 | | | 1,489 | | | 376 | |
Incentive fee | 674 | | | 137 | | | 1,454 | | | 137 | |
Organizational and offering expenses | 569 | | | 179 | | | 987 | | | 884 | |
Administrative expenses | 299 | | | 225 | | | 862 | | | 370 | |
Professional fees | 200 | | | 168 | | | 617 | | | 259 | |
| | | | | | | |
Other general and administrative expenses | 116 | | | 33 | | | 270 | | | 60 | |
Total expenses | 6,330 | | | 1,414 | | | 14,201 | | | 2,510 | |
Less: management fees waived (See Note 5) | (14) | | | (185) | | | (295) | | | (249) | |
Less: expenses waived (See Note 5) | (95) | | | — | | | (201) | | | — | |
Net expenses | 6,221 | | | 1,229 | | | 13,705 | | | 2,261 | |
| | | | | | | |
| | | | | | | |
Net investment income (loss) | 3,817 | | | 775 | | | 8,238 | | | 452 | |
Net realized gains (losses) on investments | 1 | | | — | | | 1 | | | — | |
Net change in unrealized appreciation (depreciation) of investments | 4,469 | | | (650) | | | 7,912 | | | (884) | |
Net realized and unrealized gains (losses) | 4,470 | | | (650) | | | 7,913 | | | (884) | |
Net increase (decrease) in members' capital resulting from operations | $ | 8,287 | | | $ | 125 | | | $ | 16,151 | | | $ | (432) | |
Earnings (loss) per unit (basic & diluted) | $ | 0.62 | | | $ | 0.04 | | | $ | 1.63 | | | $ | (0.19) | |
Weighted average common units outstanding - basic & diluted (See Note 10) | 13,436,959 | | | 2,871,043 | | | 9,928,134 | | | 2,263,817 | |
(1) For the nine months ended September 30, 2022, amounts represent the period from May 9, 2022 (commencement of operations) to September 30, 2022.
The accompanying notes are an integral part of these consolidated financial statements.
4
New Mountain Guardian IV BDC, L.L.C.
Consolidated Statements of Changes in Members' Capital
(in thousands, except units)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 30, 2023 | | September 30, 2022 | | September 30, 2023 | | September 30, 2022(1) |
Increase (Decrease) in members' capital resulting from operations: | | | | | | | |
Net investment income (loss) | $ | 3,817 | | | $ | 775 | | | $ | 8,238 | | | $ | 452 | |
Net realized gains (losses) on investments | 1 | | | — | | | 1 | | | — | |
Net change in unrealized appreciation (depreciation) of investments | 4,469 | | | (650) | | | 7,912 | | | (884) | |
Net increase (decrease) in members' capital resulting from operations | 8,287 | | | 125 | | | 16,151 | | | (432) | |
Capital transactions | | | | | | | |
Contributions | 150,167 | | | 15,200 | | | 159,992 | | | 39,779 | |
| | | | | | | |
| | | | | | | |
Placement fees | (14) | | | (25) | | | (14) | | | (25) | |
Distributions declared to unitholders from net investment income | (4,142) | | | (1,092) | | | (9,033) | | | (1,268) | |
| | | | | | | |
Total net (decrease) increase in members' capital resulting from capital transactions | 146,011 | | | 14,083 | | | 150,945 | | | 38,486 | |
Net increase in members' capital | 154,298 | | | 14,208 | | | 167,096 | | | 38,054 | |
Members' capital at the beginning of the period | 86,315 | | | 23,847 | | | 73,517 | | | 1 | |
Members' capital at the end of the period | $ | 240,613 | | | $ | 38,055 | | | $ | 240,613 | | | $ | 38,055 | |
| | | | | | | |
Capital unit activity | | | | | | | |
Units issued | 15,016,750 | | | 1,520,000 | | | 15,999,250 | | | 3,977,900 | |
| | | | | | | |
| | | | | | | |
(1) For the nine months ended September 30, 2022, amounts represent the period from May 9, 2022 (commencement of operations) to September 30, 2022.
The accompanying notes are an integral part of these consolidated financial statements.
5
New Mountain Guardian IV BDC, L.L.C.
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| | | | | | | | | | | |
| Nine Months Ended |
| September 30, 2023 | | September 30, 2022(1) |
Cash flows from operating activities | | | |
Net increase (decrease) in members' capital resulting from operations | $ | 16,151 | | | $ | (432) | |
Adjustments to reconcile net increase (decrease) in members' capital resulting from operations to net cash used in operating activities: | | | |
Net realized (gains) losses on investments | (1) | | | — | |
Net change in unrealized (appreciation) depreciation of investments | (7,912) | | | 884 | |
Amortization of purchase discount | (1,048) | | | (41) | |
Amortization of deferred financing costs | 259 | | | 7 | |
Amortization of deferred offering costs | 66 | | | 60 | |
Non-cash investment income | (625) | | | — | |
(Increase) decrease in operating assets: | | | |
Purchase of investments and delayed draw facilities | (217,131) | | | (83,830) | |
Proceeds from sales and paydowns of investments | 1,766 | | | 38 | |
Cash received for purchase of undrawn portion of revolving credit or delayed draw facilities | 42 | | | 49 | |
Cash paid for purchase of drawn portion of revolving credit facilities | (309) | | | (55) | |
Cash paid on drawn revolvers | (1,732) | | | (51) | |
Cash repayments on drawn revolvers | 1,197 | | | 40 | |
Receivable from unsettled securities sold | (719) | | | — | |
Interest and dividend receivable | (2,539) | | | (596) | |
| | | |
Other assets | (60) | | | (55) | |
Increase (decrease) in operating liabilities: | | | |
Payable for unsettled securities purchased | 15,674 | | | — | |
Interest payable | 974 | | | 173 | |
Management fee payable | 550 | | | 95 | |
Incentive fee payable | 466 | | | 137 | |
| | | |
Payable to affiliates | (17) | | | 121 | |
Other liabilities | 864 | | | 1,039 | |
Net cash flows used in operating activities | (194,084) | | | (82,417) | |
Cash flows from financing activities | | | |
Distributions | (6,227) | | | (176) | |
Net proceeds from issuance of common units | 159,992 | | | 39,779 | |
| | | |
Proceeds from BMO Subscription Line | 192,100 | | | 95,600 | |
Repayment of BMO Subscription Line | (245,800) | | | (38,000) | |
Proceeds from UBS Credit Facility | 132,700 | | | — | |
Repayment of UBS Credit Facility | (7,700) | | | — | |
Placement fees paid | (42) | | | — | |
Deferred offering costs paid | — | | | (1) | |
Deferred financing costs paid | (1,750) | | | (32) | |
Net cash flows provided by financing activities | 223,273 | | | 97,170 | |
Net (decrease) increase in cash and cash equivalents | 29,189 | | | 14,753 | |
Cash and cash equivalents at the beginning of the period | 5,793 | | | 1 | |
Cash and cash equivalents at the end of the period | $ | 34,982 | | | $ | 14,754 | |
| | | |
Supplemental disclosure of cash flow information | | | |
Cash interest paid | $ | 6,854 | | | $ | 244 | |
| | | |
| | | |
| | | |
Non-cash financing activities: | | | |
Distributions declared and payable | $ | 4,143 | | | $ | 1,092 | |
Accrual for deferred credit facility costs | 27 | | | 3 | |
Accrual for placement fees | — | | | 25 | |
| | | |
Accrual for deferred offering costs | — | | | 151 | |
(1) For the nine months ended September 30, 2022, amounts represent the period from May 9, 2022 (commencement of operations) to September 30, 2022.
The accompanying notes are an integral part of these consolidated financial statements.
6
New Mountain Guardian IV BDC, L.L.C.
Consolidated Schedule of Investments
September 30, 2023
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry (1) | | Type of Investment | | Reference (6) | | Spread (6) | | Interest Rate (6) | | Purchase Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Members' Capital |
| | | | | | | | | | | | | | | | | | | | |
Non-Controlled/Non-Affiliated Investments | | | | | | | | | | | | | | | | | | | | |
Funded Debt Investments - United States | | | | | | | | | | | | | | | | | | | | |
Nielsen Consumer Inc.** | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2) | | SOFR(M) | + | 6.25% | | 11.57% | | 02/2023 | | 03/2028 | | $ | 21,455 | | | $ | 20,236 | | | $ | 21,139 | | | 8.79 | % |
Coupa Holdings, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(4) | | SOFR(M) | + | 7.50% | | 12.82% | | 02/2023 | | 02/2030 | | 19,683 | | | 19,453 | | | 19,683 | | | 8.18 | % |
Sierra Enterprises, LLC | | | | | | | | | | | | | | | | | | | | |
Food & Beverage | | First lien (2)(4) | | SOFR(Q)* | + | 2.50%+4.25%/PIK | | 12.12% | | 07/2023 | | 05/2027 | | 11,987 | | | 9,386 | | | 11,111 | | | |
| | First lien (4) | | SOFR(Q)* | + | 2.50% +4.25%/PIK | | 12.12% | | 04/2023 | | 05/2027 | | 8,528 | | | 7,083 | | | 7,904 | | | |
| | | | | | | | | | | | | | 20,515 | | | 16,469 | | | 19,015 | | | 7.90 | % |
Syndigo LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2) | | SOFR(M) | + | 4.50% | | 9.93% | | 08/2023 | | 12/2027 | | 17,221 | | | 16,188 | | | 16,146 | | | |
| | Second lien (2)(4) | | SOFR(Q) | + | 8.00% | | 13.67% | | 10/2022 | | 12/2028 | | 1,475 | | | 1,088 | | | 1,419 | | | |
| | | | | | | | | | | | | | 18,696 | | | 17,276 | | | 17,565 | | | 7.30 | % |
Pye-Barker Fire & Safety, LLC | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2) | | SOFR(Q) | + | 5.50% | | 11.04% | | 09/2023 | | 11/2027 | | 17,455 | | | 17,368 | | | 17,367 | | | 7.22 | % |
Virtusa Corporation | | | | | | | | | | | | | | | | | | | | |
Business Services | | Subordinated | | Fixed(S) | + | 7.13% | | 7.13% | | 07/2022 | | 12/2028 | | 16,420 | | | 13,177 | | | 13,280 | | | 5.52 | % |
More Cowbell II LLC | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(4) | | SOFR(S) | + | 6.25% | | 11.73% | | 08/2023 | | 09/2030 | | 12,212 | | | 12,121 | | | 12,119 | | | |
| | First lien (4)(5) - Drawn | | SOFR(Q) | + | 6.25% | | 11.68% | | 08/2023 | | 09/2029 | | 341 | | | 338 | | | 338 | | | |
| | | | | | | | | | | | | | 12,553 | | | 12,459 | | | 12,457 | | | 5.18 | % |
iCIMS, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2) | | SOFR(Q)* | + | 3.38%+3.88%/PIK | | 12.63% | | 08/2022 | | 08/2028 | | 9,587 | | | 9,519 | | | 9,491 | | | |
| | First lien | | SOFR(Q)* | + | 3.38% +3.88%/PIK | | 12.63% | | 08/2022 | | 08/2028 | | 2,797 | | | 2,772 | | | 2,769 | | | |
| | First lien (5) - Drawn | | SOFR(Q) | + | 6.75% | | 12.14% | | 08/2022 | | 08/2028 | | 152 | | | 153 | | | 151 | | | |
| | | | | | | | | | | | | | 12,536 | | | 12,444 | | | 12,411 | | | 5.16 | % |
Oranje Holdco, Inc. | | | | | | | | | | | | | | | | | | | | |
Education | | First lien (2)(4) | | SOFR(Q) | + | 7.75% | | 13.12% | | 02/2023 | | 02/2029 | | 11,667 | | | 11,534 | | | 11,667 | | | 4.85 | % |
CoreTrust Purchasing Group LLC | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(4) | | SOFR(M) | + | 6.75% | | 12.07% | | 09/2022 | | 10/2029 | | 10,088 | | | 9,954 | | | 10,088 | | | 4.19 | % |
CommerceHub, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(4) | | SOFR(Q) | + | 6.25% | | 11.77% | | 06/2023 | | 12/2027 | | 9,861 | | | 9,216 | | | 9,861 | | | 4.10 | % |
Disco Parent, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(4) | | SOFR(Q) | + | 7.50% | | 12.92% | | 03/2023 | | 03/2029 | | 8,900 | | | 8,796 | | | 8,900 | | | 3.70 | % |
Optiv Parent Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2) | | SOFR(S) | + | 5.25% | | 10.34% | | 04/2023 | | 07/2026 | | 9,111 | | | 8,827 | | | 8,815 | | | 3.66 | % |
| | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
7
New Mountain Guardian IV BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
September 30, 2023
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry (1) | | Type of Investment | | Reference (6) | | Spread (6) | | Interest Rate (6) | | Purchase Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Members' Capital |
| | | | | | | | | | | | | | | | | | | | |
Knockout Intermediate Holdings I Inc. (7) | | | | | | | | | | | | | | | | | | | | |
Kaseya Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(4) | | SOFR(Q)* | + | 3.75%+2.50%/PIK | | 11.62% | | 06/2022 | | 06/2029 | | $ | 7,815 | | | $ | 7,766 | | | $ | 7,815 | | | |
| | First lien (4)(5) - Drawn | | SOFR(M)* | + | 3.75%+2.50%/PIK | | 11.57% | | 06/2022 | | 06/2029 | | 120 | | | 119 | | | 120 | | | |
| | First lien (4)(5) - Drawn | | SOFR(Q)* | + | 3.75% +2.50%/PIK | | 11.62% | | 06/2022 | | 06/2029 | | 29 | | | 29 | | | 29 | | | |
| | | | | | | | | | | | | | 7,964 | | | 7,914 | | | 7,964 | | | 3.31 | % |
Avalara, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(4) | | SOFR(Q) | + | 7.25% | | 12.64% | | 10/2022 | | 10/2028 | | 7,955 | | | 7,867 | | | 7,955 | | | 3.31 | % |
Cloudera, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | Second lien (2) | | SOFR(M) | + | 6.00% | | 11.42% | | 10/2022 | | 10/2029 | | 7,900 | | | 6,632 | | | 7,531 | | | 3.13 | % |
DS Admiral Bidco, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(4) | | SOFR(Q) | + | 7.00% | | 12.39% | | 12/2022 | | 03/2028 | | 7,491 | | | 7,389 | | | 7,491 | | | 3.11 | % |
Foundational Education Group, Inc. | | | | | | | | | | | | | | | | | | | | |
Education | | Second lien (2)(4) | | SOFR(Q) | + | 6.50% | | 12.13% | | 05/2022 | | 08/2029 | | 7,333 | | | 6,321 | | | 7,161 | | | 2.98 | % |
PPV Intermediate Holdings, LLC | | | | | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (2)(4) | | SOFR(Q) | + | 5.75% | | 11.17% | | 08/2022 | | 08/2029 | | 6,574 | | | 6,518 | | | 6,574 | | | 2.73 | % |
Xactly Corporation | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (4) | | SOFR(Q) | + | 7.25% | | 12.77% | | 02/2023 | | 07/2025 | | 6,547 | | | 6,510 | | | 6,547 | | | 2.72 | % |
Bluefin Holding, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien | | SOFR(S) | + | 7.25% | | 12.72% | | 09/2023 | | 09/2029 | | 6,351 | | | 6,271 | | | 6,271 | | | 2.61 | % |
Zest Acquisition Corp. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2) | | SOFR(M) | + | 5.50% | | 10.82% | | 04/2023 | | 03/2025 | | 6,215 | | | 6,040 | | | 6,101 | | | 2.54 | % |
IG IntermediateCo LLC | | | | | | | | | | | | | | | | | | | | |
Infogain Corporation | | | | | | | | | | | | | | | | | | | | |
Business Services | | Subordinated (4) | | SOFR(Q) | + | 8.25% | | 13.74% | | 07/2022 | | 07/2029 | | 3,150 | | | 3,114 | | | 3,150 | | | |
| | First lien (2)(4) | | SOFR(M) | + | 5.75% | | 11.17% | | 07/2022 | | 07/2028 | | 2,729 | | | 2,707 | | | 2,729 | | | |
| | | | | | | | | | | | | | 5,879 | | | 5,821 | | | 5,879 | | | 2.44 | % |
Radwell Parent, LLC | | | | | | | | | | | | | | | | | | | | |
Distribution & Logistics | | First lien (2)(4) | | SOFR(Q) | + | 6.75% | | 12.14% | | 11/2022 | | 04/2029 | | 5,506 | | | 5,432 | | | 5,506 | | | |
| | First lien (4)(5) - Drawn | | SOFR(Q) | + | 6.75% | | 12.14% | | 11/2022 | | 04/2028 | | 83 | | | 83 | | | 83 | | | |
| | | | | | | | | | | | | | 5,589 | | | 5,515 | | | 5,589 | | | 2.32 | % |
Panzura Holdings, LLC (8) | | | | | | | | | | | | | | | | | | | | |
Panzura, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (4) | | Fixed(Q)* | + | 2.00% +13.00%/PIK | | 15.00% | | 08/2023 | | 08/2027 | | 6,000 | | | 5,411 | | | 5,400 | | | 2.24 | % |
RxB Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(4) | | SOFR(M) | + | 5.25% | | 10.57% | | 06/2023 | | 12/2027 | | 5,255 | | | 5,130 | | | 5,255 | | | 2.18 | % |
Project Ruby Ultimate Parent Corp. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(4) | | SOFR(M) | + | 5.75% | | 11.18% | | 08/2022 | | 03/2028 | | 4,950 | | | 4,889 | | | 4,985 | | | 2.07 | % |
Geo Parent Corporation | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(4) | | SOFR(S) | + | 5.25% | | 10.80% | | 04/2023 | | 12/2028 | | 4,974 | | | 4,845 | | | 4,974 | | | 2.07 | % |
Bracket Intermediate Holding Corp. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2) | | SOFR(Q) | + | 5.00% | | 10.49% | | 05/2023 | | 05/2028 | | 4,960 | | | 4,821 | | | 4,965 | | | 2.06 | % |
The accompanying notes are an integral part of these consolidated financial statements.
8
New Mountain Guardian IV BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
September 30, 2023
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry (1) | | Type of Investment | | Reference (6) | | Spread (6) | | Interest Rate (6) | | Purchase Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Members' Capital |
| | | | | | | | | | | | | | | | | | | | |
IMO Investor Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(4) | | SOFR(Q) | + | 6.00% | | 11.36% | | 05/2022 | | 05/2029 | | $ | 4,558 | | | $ | 4,521 | | | $ | 4,457 | | | |
| | First lien (4)(5) - Drawn | | SOFR(S) | + | 6.00% | | 11.04% | | 05/2022 | | 05/2029 | | 295 | | | 292 | | | 288 | | | |
| | First lien (4)(5) - Drawn | | SOFR(S) | + | 6.00% | | 11.42% | | 05/2022 | | 05/2028 | | 88 | | | 88 | | | 86 | | | |
| | | | | | | | | | | | | | 4,941 | | | 4,901 | | | 4,831 | | | 2.01 | % |
Smile Doctors LLC | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(4) | | SOFR(Q) | + | 5.90% | | 11.15% | | 05/2022 | | 12/2028 | | 3,843 | | | 3,819 | | | 3,813 | | | |
| | First lien (2)(4)(5) - Drawn | | SOFR(Q) | + | 5.90% | | 11.25% | | 05/2022 | | 12/2028 | | 693 | | | 680 | | | 688 | | | |
| | | | | | | | | | | | | | 4,536 | | | 4,499 | | | 4,501 | | | 1.87 | % |
Affinipay Midco, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(4) | | SOFR(S) | + | 5.50% | | 10.39% | | 07/2022 | | 06/2028 | | 4,148 | | | 4,114 | | | 4,148 | | | 1.72 | % |
Foreside Financial Group, LLC | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(4) | | SOFR(Q) | + | 5.25% | | 10.82% | | 05/2022 | | 09/2027 | | 3,587 | | | 3,561 | | | 3,587 | | | |
| | First lien (4)(5) - Drawn | | SOFR(Q) | + | 5.25% | | 10.79% | | 05/2022 | | 09/2027 | | 58 | | | 58 | | | 58 | | | |
| | First lien (4) | | SOFR(Q) | + | 5.25% | | 10.82% | | 05/2022 | | 09/2027 | | 29 | | | 28 | | | 29 | | | |
| | | | | | | | | | | | | | 3,674 | | | 3,647 | | | 3,674 | | | 1.53 | % |
Project Power Buyer, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(4) | | SOFR(Q) | + | 7.00% | | 12.39% | | 01/2023 | | 05/2026 | | 3,562 | | | 3,519 | | | 3,562 | | | 1.48 | % |
WatchGuard Technologies, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2) | | SOFR(M) | + | 5.25% | | 10.57% | | 08/2022 | | 07/2029 | | 3,750 | | | 3,645 | | | 3,541 | | | 1.47 | % |
FS WhiteWater Borrower, LLC | | | | | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (2)(4)(5) - Drawn | | SOFR(Q) | + | 6.00% | | 11.54% | | 07/2022 | | 12/2027 | | 3,452 | | | 3,424 | | | 3,424 | | | 1.42 | % |
WEG Sub Intermediate Holdings, LLC | | | | | | | | | | | | | | | | | | | | |
Financial Services | | Subordinated (4) | | Fixed(Q)* | + | 15.00%/PIK | | 15.00% | | 05/2023 | | 05/2033 | | 3,333 | | | 3,285 | | | 3,283 | | | 1.36 | % |
Groundworks, LLC | | | | | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (2)(4) | | SOFR(Q) | + | 6.50% | | 11.81% | | 03/2023 | | 03/2030 | | 3,056 | | | 3,014 | | | 3,011 | | | 1.25 | % |
Anaplan, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(4) | | SOFR(M) | + | 6.50% | | 11.82% | | 06/2022 | | 06/2029 | | 3,000 | | | 2,975 | | | 3,000 | | | 1.25 | % |
DOCS, MSO, LLC | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(4) | | SOFR(M) | + | 5.75% | | 11.18% | | 06/2022 | | 06/2028 | | 3,004 | | | 3,004 | | | 2,956 | | | 1.23 | % |
Barracuda Parent, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2) | | SOFR(Q) | + | 4.50% | | 9.87% | | 05/2022 | | 08/2029 | | 2,978 | | | 2,939 | | | 2,948 | | | 1.23 | % |
KWOR Acquisition, Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(4) | | SOFR(M) | + | 5.25% | | 10.67% | | 06/2022 | | 12/2028 | | 1,926 | | | 1,910 | | | 1,926 | | | |
| | First lien (4)(5) - Drawn | | SOFR(M) | + | 5.25% | | 10.67% | | 06/2022 | | 12/2028 | | 561 | | | 556 | | | 561 | | | |
| | | | | | | | | | | | | | 2,487 | | | 2,466 | | | 2,487 | | | 1.03 | % |
AWP Group Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(4) | | SOFR(Q) | + | 5.50% | | 10.99% | | 08/2023 | | 12/2029 | | 2,001 | | | 1,981 | | | 1,981 | | | |
| | First lien (4)(5) - Drawn | | SOFR(Q) | + | 5.50% | | 10.99% | | 08/2023 | | 12/2029 | | 166 | | | 165 | | | 165 | | | |
| | First lien (4)(5) - Drawn | | SOFR(Q) | + | 5.50% | | 10.99% | | 08/2023 | | 12/2029 | | 51 | | | 51 | | | 51 | | | |
| | | | | | | | | | | | | | 2,218 | | | 2,197 | | | 2,197 | | | 0.91 | % |
| | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
9
New Mountain Guardian IV BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
September 30, 2023
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry (1) | | Type of Investment | | Reference (6) | | Spread (6) | | Interest Rate (6) | | Purchase Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Members' Capital |
| | | | | | | | | | | | | | | | | | | | |
KENG Acquisition, Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(4) | | SOFR(Q) | + | 6.25% | | 11.64% | | 08/2023 | | 08/2029 | | $ | 1,857 | | | $ | 1,834 | | | $ | 1,834 | | | |
| | First lien (4)(5) - Drawn | | SOFR(Q) | + | 6.25% | | 11.64% | | 08/2023 | | 08/2029 | | 231 | | | 228 | | | 228 | | | |
| | First lien (4)(5) - Drawn | | SOFR(Q) | + | 6.25% | | 11.64% | | 08/2023 | | 08/2029 | | 56 | | | 56 | | | 56 | | | |
| | | | | | | | | | | | | | 2,144 | | | 2,118 | | | 2,118 | | | 0.88 | % |
Eisner Advisory Group LLC | | | | | | | | | | | | | | | | | | | | |
Financial Services | | First lien (2) | | SOFR(M) | + | 5.25% | | 10.68% | | 05/2022 | | 07/2028 | | 1,918 | | | 1,895 | | | 1,919 | | | 0.80 | % |
Houghton Mifflin Harcourt Company | | | | | | | | | | | | | | | | | | | | |
Education | | First lien (2) | | SOFR(Q) | + | 5.25% | | 10.67% | | 09/2023 | | 04/2029 | | 1,995 | | | 1,880 | | | 1,880 | | | 0.78 | % |
Al Altius US Bidco, Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(4) | | SOFR(S) | + | 5.08% | | 10.57% | | 07/2023 | | 12/2028 | | 1,744 | | | 1,727 | | | 1,732 | | | 0.72 | % |
KPSKY Acquisition Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (4)(5) - Drawn | | SOFR(Q) | + | 5.25% | | 10.71% | | 06/2022 | | 10/2028 | | 1,254 | | | 1,244 | | | 1,254 | | | 0.52 | % |
Fortis Solutions Group, LLC | | | | | | | | | | | | | | | | | | | | |
Packaging | | First lien (4)(5) - Drawn | | SOFR(Q) | + | 5.50% | | 11.00% | | 06/2022 | | 10/2028 | | 382 | | | 380 | | | 377 | | | 0.16 | % |
USRP Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (4)(5) - Drawn | | SOFR(Q) | + | 5.75% | | 11.29% | | 07/2023 | | 07/2027 | | 336 | | | 330 | | | 336 | | | 0.14 | % |
Total Funded Debt Investments - United States | | | | | | | | | | | | | | $ | 348,789 | | | $ | 332,306 | | | $ | 340,069 | | | 141.33 | % |
Funded Debt Investments - United Kingdom | | | | | | | | | | | | | | | | | | | | |
Trident Bidco Limited** | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(4) | | SOFR(Q) | + | 5.00% | | 10.31% | | 06/2022 | | 06/2029 | | $ | 3,711 | | | $ | 3,681 | | | $ | 3,711 | | | |
| | First lien (2)(4) | | SOFR(Q) | + | 5.00% | | 10.31% | | 09/2022 | | 06/2029 | | 663 | | | 658 | | | 663 | | | |
| | | | | | | | | | | | | | 4,374 | | | 4,339 | | | 4,374 | | | 1.82 | % |
Total Funded Debt Investments - United Kingdom | | | | | | | | | | | | | | $ | 4,374 | | | $ | 4,339 | | | $ | 4,374 | | | 1.82 | % |
Funded Debt Investments - Australia | | | | | | | | | | | | | | | | | | | | |
Atlas AU Bidco Pty Ltd** | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(4) | | SOFR(M) | + | 7.25% | | 12.58% | | 12/2022 | | 12/2029 | | $ | 3,454 | | | $ | 3,407 | | | $ | 3,454 | | | 1.44 | % |
Total Funded Debt Investments - Australia | | | | | | | | | | | | | | $ | 3,454 | | | $ | 3,407 | | | $ | 3,454 | | | 1.44 | % |
Total Funded Debt Investments | | | | | | | | | | | | | | $ | 356,617 | | | $ | 340,052 | | | $ | 347,897 | | | 144.59 | % |
Equity - United States | | | | | | | | | | | | | | | | | | | | |
Knockout Intermediate Holdings I Inc. (7) | | | | | | | | | | | | | | | | | | | | |
Software | | Preferred shares (4) | | — | | — | | — | | 06/2022 | | — | | 789 | | | $ | 876 | | | $ | 886 | | | 0.37 | % |
Panzura Holdings, LLC (8) | | | | | | | | | | | | | | | | | | | | |
Software | | Ordinary Shares (3) | | — | | — | | — | | 09/2023 | | — | | 88,767 | | | 480 | | | 480 | | | 0.20 | % |
Total Shares - United States | | | | | | | | | | | | | | | | $ | 1,356 | | | $ | 1,366 | | | 0.57 | % |
Total Shares | | | | | | | | | | | | | | | | $ | 1,356 | | | $ | 1,366 | | | 0.57 | % |
Total Funded Investments | | | | | | | | | | | | | | | | $ | 341,408 | | | $ | 349,263 | | | 145.16 | % |
| | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
10
New Mountain Guardian IV BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
September 30, 2023
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry (1) | | Type of Investment | | Reference (6) | | Spread (6) | | Interest Rate (6) | | Purchase Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Members' Capital |
| | | | | | | | | | | | | | | | | | | | |
Unfunded Debt Investments - United States | | | | | | | | | | | | | | | | | | | | |
Affinipay Midco, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (4)(5) - Undrawn | | — | | — | | — | | 07/2022 | | 06/2024 | | $ | 588 | | | $ | — | | | $ | — | | | |
| | First lien (4)(5) - Undrawn | | — | | — | | — | | 07/2022 | | 06/2028 | | 279 | | | (2) | | | — | | | |
| | | | | | | | | | | | | | 867 | | | (2) | | | — | | | — | % |
KWOR Acquisition, Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (4)(5) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2024 | | 1,494 | | | — | | | — | | | — | % |
Avalara, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (4)(5) - Undrawn | | — | | — | | — | | 10/2022 | | 10/2028 | | 795 | | | (8) | | | — | | | — | % |
KPSKY Acquisition Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (4)(5) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2024 | | 512 | | | — | | | — | | | — | % |
CoreTrust Purchasing Group LLC | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (4)(5) - Undrawn | | — | | — | | — | | 09/2022 | | 09/2024 | | 1,480 | | | — | | | — | | | |
| | First lien (4)(5) - Undrawn | | — | | — | | — | | 09/2022 | | 10/2029 | | 1,480 | | | (19) | | | — | | | |
| | | | | | | | | | | | | | 2,960 | | | (19) | | | — | | | — | % |
Coupa Holdings, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (4)(5) - Undrawn | | — | | — | | — | | 02/2023 | | 08/2024 | | 1,757 | | | — | | | — | | | |
| | First lien (4)(5) - Undrawn | | — | | — | | — | | 02/2023 | | 02/2029 | | 1,346 | | | (15) | | | — | | | |
| | | | | | | | | | | | | | 3,103 | | | (15) | | | — | | | — | % |
Disco Parent, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (4)(5) - Undrawn | | — | | — | | — | | 03/2023 | | 03/2029 | | 890 | | | (10) | | | — | | | — | % |
Foreside Financial Group, LLC | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (4)(5) - Undrawn | | — | | — | | — | | 05/2022 | | 05/2024 | | 491 | | | — | | | — | | | |
| | First lien (4)(5) - Undrawn | | — | | — | | — | | 05/2022 | | 09/2027 | | 165 | | | (2) | | | — | | | |
| | | | | | | | | | | | | | 656 | | | (2) | | | — | | | — | % |
Higginbotham Insurance Agency, Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (4)(5) - Undrawn | | — | | — | | — | | 08/2023 | | 08/2025 | | 20,500 | | | — | | | — | | | — | % |
Knockout Intermediate Holdings I Inc. (7) | | | | | | | | | | | | | | | | | | | | |
Kaseya Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (4)(5) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2024 | | 447 | | | — | | | — | | | |
| | First lien (4)(5) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2029 | | 357 | | | (3) | | | — | | | |
| | | | | | | | | | | | | | 804 | | | (3) | | | — | | | — | % |
Oranje Holdco, Inc. | | | | | | | | | | | | | | | | | | | | |
Education | | First lien (4)(5) - Undrawn | | — | | — | | — | | 02/2023 | | 02/2029 | | 1,458 | | | (16) | | | — | | | — | % |
GC Waves Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
Financial Services | | First lien (4)(5) - Undrawn | | — | | — | | — | | 07/2023 | | 12/2024 | | 5,000 | | | — | | | — | | | — | % |
Radwell Parent, LLC | | | | | | | | | | | | | | | | | | | | |
Distribution & Logistics | | First lien (4)(5) - Undrawn | | — | | — | | — | | 11/2022 | | 04/2028 | | 333 | | | (5) | | | — | | | — | % |
The accompanying notes are an integral part of these consolidated financial statements.
11
New Mountain Guardian IV BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
September 30, 2023
(in thousands, except shares)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry (1) | | Type of Investment | | Reference (6) | | Spread (6) | | Interest Rate (6) | | Purchase Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Members' Capital |
| | | | | | | | | | | | | | | | | | | | |
Accession Risk Management Group, Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (4)(5) - Undrawn | | — | | — | | — | | 08/2023 | | 02/2025 | | $ | 4,500 | | | $ | — | | | $ | — | | | — | % |
Trinity Air Consultants Holdings Corporation | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (4)(5) - Undrawn | | — | | — | | — | | 06/2023 | | 06/2024 | | 3,051 | | | — | | | — | | | — | % |
USRP Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (4)(5) - Undrawn | | — | | — | | — | | 07/2023 | | 07/2025 | | 1,990 | | | — | | | — | | | — | % |
Project Power Buyer, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (4)(5) - Undrawn | | — | | — | | — | | 01/2023 | | 05/2025 | | 184 | | | (2) | | | — | | | — | % |
PPV Intermediate Holdings, LLC | | | | | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (4)(5) - Undrawn | | — | | — | | — | | 08/2022 | | 08/2029 | | 426 | | | (4) | | | — | | | |
| | First lien (5) - Undrawn | | — | | — | | — | | 09/2023 | | 09/2025 | | 17,084 | | | — | | | — | | | |
| | | | | | | | | | | | | | 17,510 | | | (4) | | | — | | | — | % |
iCIMS, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (5) - Undrawn | | — | | — | | — | | 08/2022 | | 08/2024 | | 2,831 | | | — | | | — | | | |
| | First lien (5) - Undrawn | | — | | — | | — | | 08/2022 | | 08/2028 | | 761 | | | (7) | | | (8) | | | |
| | | | | | | | | | | | | | 3,592 | | | (7) | | | (8) | | | (0.00) | % |
Smile Doctors LLC | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(4)(5) - Undrawn | | — | | — | | — | | 05/2022 | | 03/2025 | | 438 | | | — | | | (3) | | | |
| | First lien (4)(5) - Undrawn | | — | | — | | — | | 06/2023 | | 03/2025 | | 570 | | | — | | | (5) | | | |
| | | | | | | | | | | | | | 1,008 | | | — | | | (8) | | | (0.00) | % |
Bluefin Holding, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (5) - Undrawn | | — | | — | | — | | 09/2023 | | 09/2029 | | 626 | | | (8) | | | (8) | | | (0.00) | % |
Groundworks, LLC | | | | | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (4)(5) - Undrawn | | — | | — | | — | | 03/2023 | | 03/2029 | | 181 | | | (2) | | | (3) | | | |
| | First lien (4)(5) - Undrawn | | — | | — | | — | | 03/2023 | | 09/2024 | | 375 | | | — | | | (6) | | | |
| | | | | | | | | | | | | | 556 | | | (2) | | | (9) | | | (0.00) | % |
More cowbell II LLC | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (4)(5) - Undrawn | | — | | — | | — | | 08/2023 | | 09/2025 | | 1,330 | | | — | | | — | | | |
| | First lien (4)(5) - Undrawn | | — | | — | | — | | 08/2023 | | 09/2029 | | 1,389 | | | (10) | | | (10) | | | |
| | | | | | | | | | | | | | 2,719 | | | (10) | | | (10) | | | (0.00) | % |
FS WhiteWater Borrower, LLC | | | | | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (2)(4)(5) - Undrawn | | — | | — | | — | | 07/2022 | | 07/2024 | | 1,330 | | | — | | | (11) | | | (0.00) | % |
DOCS, MSO, LLC | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (4)(5) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2028 | | 282 | | | — | | | (4) | | | |
| | First lien (4)(5) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2024 | | 494 | | | — | | | (8) | | | |
| | | | | | | | | | | | | | 776 | | | — | | | (12) | | | (0.00) | % |
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The accompanying notes are an integral part of these consolidated financial statements.
12
New Mountain Guardian IV BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
September 30, 2023
(in thousands, except shares)
(unaudited)
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Portfolio Company, Location and Industry (1) | | Type of Investment | | Reference (6) | | Spread (6) | | Interest Rate (6) | | Purchase Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Members' Capital |
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AWP Group Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (4)(5) - Undrawn | | — | | — | | — | | 08/2023 | | 12/2029 | | $ | 244 | | | $ | (2) | | | $ | (2) | | | |
| | First lien (4)(5) - Undrawn | | — | | — | | — | | 08/2023 | | 08/2025 | | 1,026 | | | — | | | (10) | | | |
| | | | | | | | | | | | | | 1,270 | | | (2) | | | (12) | | | (0.00) | % |
KENG Acquisition, Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (4)(5) - Undrawn | | — | | — | | — | | 08/2023 | | 08/2029 | | 450 | | | (6) | | | (6) | | | |
| | First lien (4)(5) - Undrawn | | — | | — | | — | | 08/2023 | | 08/2025 | | 1,176 | | | — | | | (15) | | | |
| | | | | | | | | | | | | | 1,626 | | | (6) | | | (21) | | | (0.01) | % |
IMO Investor Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (4)(5) - Undrawn | | — | | — | | — | | 05/2022 | | 05/2028 | | 460 | | | (5) | | | (10) | | | |
| | First lien (4)(5) - Undrawn | | — | | — | | — | | 05/2022 | | 05/2024 | | 800 | | | — | | | (18) | | | |
| | | | | | | | | | | | | | 1,260 | | | (5) | | | (28) | | | (0.01) | % |
Fortis Solutions Group, LLC | | | | | | | | | | | | | | | | | | | | |
Packaging | | First lien (4)(5) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2024 | | 5,589 | | | — | | | (61) | | | (0.04) | % |
Sun Acquirer Corp. | | | | | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (4)(5) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2024 | | 5,000 | | | — | | | (110) | | | (0.06) | % |
Total Unfunded Debt Investments - United States | | | | | | | | | | | | | | $ | 91,959 | | | $ | (126) | | | $ | (298) | | | (0.12) | % |
Unfunded Debt Investments - Australia | | | | | | | | | | | | | | | | | | | | |
Atlas AU Bidco Pty Ltd** | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (4)(5) - Undrawn | | — | | — | | — | | 12/2022 | | 12/2028 | | $ | 320 | | | $ | (4) | | | $ | — | | | — | % |
Total Unfunded Debt Investments - Australia | | | | | | | | | | | | | | $ | 320 | | | $ | (4) | | | $ | — | | | — | % |
Total Unfunded Debt Investments | | | | | | | | | | | | | | $ | 92,279 | | | $ | (130) | | | $ | (298) | | | (0.12) | % |
Total Non-Controlled/Non-Affiliated Investments | | | | | | | | | | | | | | | | $ | 341,278 | | | $ | 348,965 | | | 145.04 | % |
Total Investments | | | | | | | | | | | | | | | | $ | 341,278 | | | $ | 348,965 | | | 145.04 | % |
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(1)New Mountain Guardian IV BDC, L.L.C. (the "Company") generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). These investments are generally subject to certain limitations on resale, and may be deemed to be "restricted securities" under the Securities Act.
(2)Investment is pledged as collateral for the UBS Credit Facility (as defined below), a revolving credit facility among the Company as collateral manager, equity holder and seller, New Mountain Guardian IV SPV, L.L.C. ("GIV SPV") as the borrower, UBS AG London Branch as the administrative agent, U.S. Bank Trust Company, National Association, as the collateral agent, and U.S. Bank National Association as the document custodian. See Note 6. Borrowings, for details.
(3)Investment is held by New Mountain Guardian IV Panzura, Inc.
(4)The fair value of the Company's investment is determined using unobservable inputs that are significant to the overall fair value measurement. See Note 4. Fair Value, for details.
(5)Par value amounts represent the drawn or undrawn (as indicated in type of investment) portion of revolving credit facilities or delayed draws. Cost amounts represent the cash received at settlement date net of the impact of paydowns and cash paid for drawn revolvers or delayed draws.
(6)All interest is payable in cash unless otherwise indicated. A majority of the variable rate debt investments bear interest at a rate that may be determined by reference to the Secured Overnight Financing Rate (SOFR), the Prime Rate (P) and the alternative base rate (Base) and which resets monthly (M), quarterly (Q), semi-annually (S) or annually (A). For each investment the current interest rate provided reflects the rate in effect as of September 30, 2023.
(7)The Company holds preferred equity in Knockout Intermediate Holdings I Inc. and a first lien term loan, a first lien revolver and a first lien delayed draw in Kaseya, Inc., a wholly-owned subsidiary of Knockout Intermediate Holdings I, Inc. The preferred equity is entitled to receive cumulative preferential dividends at a rate of 11.75% per annum.
(8)The Company holds investments in Panzura Holdings, LLC and a wholly-owned subsidiary of Panzura Holdings, LLC. The Company holds a first lien term loan in Panzura, LLC, and common equity in Panzura Holdings, LLC.
* All or a portion of interest contains payment in kind ("PIK") interest.
The accompanying notes are an integral part of these consolidated financial statements.
13
New Mountain Guardian IV BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
September 30, 2023
(in thousands, except shares)
(unaudited)
** Indicates assets that the Company deems to be "non-qualifying assets" under Section 55(a) of the Investment Company Act of 1940, as amended. Qualifying assets must represent at least 70.0% of the Company's total assets at the time of acquisition of any additional non-qualifying assets. As of September 30, 2023, 7.46% of the Company's total assets are represented by investments at fair value that are considered non-qualifying assets.
The accompanying notes are an integral part of these consolidated financial statements.
14
New Mountain Guardian IV BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
September 30, 2023
(unaudited)
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| | September 30, 2023 |
Investment Type | | Percent of Total Investments at Fair Value |
First lien | | 89.34 | % |
Second lien | | 4.62 | % |
Subordinated | | 5.65 | % |
Equity and other | | 0.39 | % |
Total investments | | 100.00 | % |
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| | September 30, 2023 |
Industry Type | | Percent of Total Investments at Fair Value |
Software | | 41.54 | % |
Business Services | | 30.60 | % |
Healthcare | | 9.61 | % |
Education | | 5.93 | % |
Food & Beverage | | 5.45 | % |
Consumer Services | | 3.69 | % |
Distribution & Logistics | | 1.60 | % |
Financial Services | | 1.49 | % |
Packaging | | 0.09 | % |
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Total investments | | 100.00 | % |
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| | September 30, 2023 |
Interest Rate Type | | Percent of Total Investments at Fair Value |
Floating rates | | 93.45 | % |
Fixed rates | | 6.55 | % |
Total investments | | 100.00 | % |
The accompanying notes are an integral part of these consolidated financial statements.
15
New Mountain Guardian IV BDC, L.L.C.
Consolidated Schedule of Investments
December 31, 2022
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Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (4) | | Spread (4) | | Interest Rate (4) | | Purchase Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Members' Capital |
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Non-Controlled/Non-Affiliated Investments | | | | | | | | | | | | | | | | | | | | |
Funded Debt Investments - United States | | | | | | | | | | | | | | | | | | | | |
CoreTrust Purchasing Group LLC | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2) | | SOFR(Q) | + | 6.75% | | 10.84% | | 09/2022 | | 10/2029 | | $ | 10,164 | | | $ | 10,017 | | | $ | 10,012 | | | 7.70 | % |
iCIMS, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2) | | SOFR(Q)* | + | 3.38% +3.88%/PIK | | 11.52% | | 08/2022 | | 08/2028 | | 9,587 | | | 9,508 | | 9,504 | | 7.31 | % |
Avalara, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2) | | SOFR(Q) | + | 7.25% | | 11.83% | | 10/2022 | | 10/2028 | | 7,954 | | | 7,857 | | 7,886 | | 6.07 | % |
Knockout Intermediate Holdings I Inc. (5) | | | | | | | | | | | | | | | | | | | | |
Kaseya Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2) | | SOFR(Q) | + | 5.75% | | 10.33% | | 06/2022 | | 06/2029 | | 7,798 | | | 7,744 | | 7,684 | | 5.91 | % |
Virtusa Corporation | | | | | | | | | | | | | | | | | | | | |
Software | | Subordinated | | Fixed(S) | | 7.13% | | 7.13% | | 07/2022 | | 12/2028 | | 10,023 | | | 7,694 | | 7,653 | | 5.89 | % |
DS Admiral Bidco, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien | | SOFR(M) | + | 7.00% | | 11.51% | | 12/2022 | | 12/2029 | | 7,547 | | | 7,435 | | 7,434 | | 5.72 | % |
Foundational Education Group, Inc. | | | | | | | | | | | | | | | | | | | | |
Education | | Second lien (2) | | SOFR(Q) | + | 6.50% | | 11.34% | | 05/2022 | | 08/2029 | | 6,332 | | | 5,442 | | 5,858 | | 4.51 | % |
PPV Intermediate Holdings LLC | | | | | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (2) | | SOFR(M) | + | 5.75% | | 9.11% | | 08/2022 | | 08/2029 | | 5,800 | | | 5,745 | | 5,687 | | |
| | First lien (2)(3) - Drawn | | SOFR(Q) | + | 5.75% | | 10.31% | | 08/2022 | | 08/2029 | | 115 | | | 114 | | 113 | | |
| | | | | | | | | | | | | | 5,915 | | | 5,859 | | 5,800 | | 4.46 | % |
IG IntermediateCo LLC | | | | | | | | | | | | | | | | | | | | |
Infogain Corporation | | | | | | | | | | | | | | | | | | | | |
Business Services | | Subordinated (2) | | SOFR(Q) | + | 8.25% | | 12.93% | | 07/2022 | | 07/2029 | | 3,150 | | | 3,112 | | 3,077 | | |
| | First lien (2) | | SOFR(M) | + | 5.75% | | 10.17% | | 07/2022 | | 07/2028 | | 2,750 | | | 2,724 | | 2,698 | | |
| | | | | | | | | | | | | | 5,900 | | | 5,836 | | 5,775 | | 4.44 | % |
Radwell Parent, LLC | | | | | | | | | | | | | | | | | | | | |
Distribution & Logistics | | First lien (2) | | SOFR(Q) | + | 6.75% | | 11.33% | | 11/2022 | | 04/2029 | | 5,547 | | | 5,465 | | 5,464 | | 4.20 | % |
Project Ruby Ultimate Parent Corp. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2) | | SOFR(M) | + | 5.75% | | 10.07% | | 08/2022 | | 03/2028 | | 4,988 | | | 4,918 | | 4,838 | | 3.72 | % |
IMO Investor Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2) | | SOFR(S) | + | 6.00% | | 10.62% | | 05/2022 | | 05/2029 | | 4,593 | | | 4,551 | | 4,547 | | |
| | First lien (2)(3) - Drawn | | SOFR(S) | + | 6.00% | | 10.61% | | 05/2022 | | 05/2028 | | 104 | | | 104 | | 103 | | |
| | | | | | | | | | | | | | 4,697 | | | 4,655 | | 4,650 | | 3.58 | % |
Cloudera, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | Second lien | | L(M) | + | 6.00% | | 10.38% | | 10/2022 | | 10/2029 | | 5,500 | | | 4,498 | | 4,613 | | 3.55 | % |
Affinipay Midco, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2) | | SOFR(S) | + | 5.75% | | 10.64% | | 07/2022 | | 06/2028 | | 4,180 | | | 4,141 | | 4,138 | | 3.19 | % |
WatchGuard Technologies, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien | | SOFR(M) | + | 5.25% | | 9.57% | | 08/2022 | | 07/2029 | | 3,778 | | | 3,661 | | 3,625 | | 2.79 | % |
Foreside Financial Group, LLC | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2) | | L(M) | + | 5.50% | | 9.88% | | 05/2022 | | 09/2027 | | 3,614 | | | 3,582 | | 3,578 | | 2.75 | % |
Anaplan, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2) | | SOFR(M) | + | 6.50% | | 10.82% | | 06/2022 | | 06/2029 | | 3,000 | | | 2,972 | | 2,970 | | 2.29 | % |
The accompanying notes are an integral part of these consolidated financial statements.
16
New Mountain Guardian IV BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
December 31, 2022
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Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (4) | | Spread (4) | | Interest Rate (4) | | Purchase Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Members' Capital |
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DOCS, MSO, LLC | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2) | | SOFR(S) | + | 5.75% | | 10.54% | | 06/2022 | | 06/2028 | | $ | 3,027 | | | $ | 3,027 | | | $ | 2,944 | | | 2.27 | % |
Barracuda Parent, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien | | SOFR(Q) | + | 4.50% | | 8.59% | | 05/2022 | | 08/2029 | | 3,000 | | | 2,957 | | 2,893 | | 2.23 | % |
Smile Doctors LLC | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) - Drawn | | L(Q) | + | 5.75% | | 10.24% | | 05/2022 | | 12/2028 | | 2,152 | | | 2,132 | | 2,141 | | 1.65 | % |
KWOR Acquisition, Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2) | | L(M) | + | 5.25% | | 9.64% | | 06/2022 | | 12/2028 | | 1,940 | | | 1,922 | | 1,922 | | 1.48 | % |
Eisner Advisory Group LLC | | | | | | | | | | | | | | | | | | | | |
Financial Services | | First lien (2) | | SOFR(M) | + | 5.25% | | 9.69% | | 05/2022 | | 07/2028 | | 1,933 | | | 1,906 | | 1,847 | | 1.42 | % |
Syndigo LLC | | | | | | | | | | | | | | | | | | | | |
Software | | Second lien (2) | | L(S) | + | 8.00% | | 13.21% | | 10/2022 | | 12/2028 | | 1,475 | | | 1,051 | | 1,381 | | 1.06 | % |
FS WhiteWater Borrower, LLC | | | | | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (2)(3) - Drawn | | L(Q) | + | 6.00% | | 10.54% | | 07/2022 | | 12/2027 | | 491 | | | 486 | | 486 | | 0.38 | % |
KPSKY Acquisition Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) - Drawn | | P(Q) | + | 4.50% | | 12.00% | | 06/2022 | | 10/2028 | | 221 | | | 219 | | 211 | | 0.16 | % |
Total Funded Debt Investments - United States | | | | | | | | | | | | | | $ | 120,763 | | | $ | 114,984 | | | $ | 115,307 | | | 88.73 | % |
Funded Debt Investments - United Kingdom | | | | | | | | | | | | | | | | | | | | |
Trident Bidco Limited** | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2) | | SOFR(Q) | + | 5.25% | | 9.07% | | 06/2022 | | 06/2029 | | $ | 3,711 | | | $ | 3,677 | | | $ | 3,631 | | | |
| | First lien (2) | | SOFR(Q) | + | 5.25% | | 9.07% | | 09/2022 | | 06/2029 | | 664 | | | 657 | | 649 | | |
| | | | | | | | | | | | | | 4,375 | | | 4,334 | | 4,280 | | 3.29 | % |
Total Funded Debt Investments - United Kingdom | | | | | | | | | | | | | | $ | 4,375 | | | $ | 4,334 | | | $ | 4,280 | | | 3.29 | % |
Funded Debt Investments - Australia | | | | | | | | | | | | | | | | | | | | |
Atlas AU Bidco Pty Ltd** | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien | | SOFR(M) | + | 7.25% | | 11.48% | | 12/2022 | | 12/2029 | | $ | 3,454 | | | $ | 3,402 | | | $ | 3,402 | | | 2.62 | % |
Total Funded Debt Investments - Australia | | | | | | | | | | | | | | $ | 3,454 | | | $ | 3,402 | | | $ | 3,402 | | | 2.62 | % |
Total Funded Debt Investments | | | | | | | | | | | | | | $ | 128,592 | | | $ | 122,720 | | | $ | 122,989 | | | 94.64 | % |
Equity - United States | | | | | | | | | | | | | | | | | | | | |
Knockout Intermediate Holdings I Inc. (5) | | | | | | | | | | | | | | | | | | | | |
Software | | Preferred shares (2) | | — | | — | | — | | 06/2022 | | — | | 789 | | | $ | 779 | | | $ | 763 | | | 0.59 | % |
Total Shares - United States | | | | | | | | | | | | | | | | $ | 779 | | | $ | 763 | | | 0.59 | % |
Total Shares | | | | | | | | | | | | | | | | $ | 779 | | | $ | 763 | | | 0.59 | % |
Total Funded Investments | | | | | | | | | | | | | | | | $ | 123,499 | | | $ | 123,752 | | | 95.23 | % |
Unfunded Debt Investments - United States | | | | | | | | | | | | | | | | | | | | |
Radwell Parent, LLC | | | | | | | | | | | | | | | | | | | | |
Distribution & Logistics | | First lien (2)(3) - Undrawn | | — | | — | | — | | 11/2022 | | 04/2028 | | $ | 416 | | | $ | (6) | | | $ | (3) | | | (0.00) | % |
Avalara, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) - Undrawn | | — | | — | | — | | 10/2022 | | 10/2028 | | 795 | | | (10) | | (7) | | (0.01) | % |
| | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
17
New Mountain Guardian IV BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
December 31, 2022
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (4) | | Spread (4) | | Interest Rate (4) | | Purchase Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Members' Capital |
| | | | | | | | | | | | | | | | | | | | |
Foreside Financial Group, LLC | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) - Undrawn | | — | | — | | — | | 05/2022 | | 09/2027 | | $ | 222 | | | $ | (2) | | | $ | (2) | | | |
| | First lien (2)(3) - Undrawn | | — | | — | | — | | 05/2022 | | 05/2024 | | 521 | | | — | | (5) | | |
| | | | | | | | | | | | | | 743 | | | (2) | | (7) | | (0.01) | % |
iCIMS, Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) - Undrawn | | — | | — | | — | | 08/2022 | | 08/2024 | | 2,546 | | | — | | — | | |
| | First lien (2)(3) - Undrawn | | — | | — | | — | | 08/2022 | | 08/2028 | | 914 | | | (8) | | (8) | | |
| | | | | | | | | | | | | | 3,460 | | | (8) | | (8) | | (0.01) | % |
Affinipay Midco, LLC | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) - Undrawn | | — | | — | | — | | 07/2022 | | 06/2028 | | 279 | | | (2) | | (3) | | |
| | First lien (2)(3) - Undrawn | | — | | — | | — | | 07/2022 | | 06/2024 | | 587 | | | — | | (6) | | |
| | | | | | | | | | | | | | 866 | | | (2) | | (9) | | (0.01) | % |
Knockout Intermediate Holdings I Inc. (5) | | | | | | | | | | | | | | | | | | | | |
Kaseya Inc. | | | | | | | | | | | | | | | | | | | | |
Software | | First lien (2)(3) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2024 | | 476 | | | — | | (7) | | |
| | First lien (2)(3) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2029 | | 476 | | | (3) | | (7) | | |
| | | | | | | | | | | | | | 952 | | | (3) | | (14) | | (0.01) | % |
Smile Doctors LLC | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) - Undrawn | | — | | — | | — | | 05/2022 | | 12/2023 | | 2,843 | | | — | | (14) | | (0.01) | % |
IMO Investor Holdings, Inc. | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) - Undrawn | | — | | — | | — | | 05/2022 | | 05/2028 | | 444 | | | (5) | | (4) | | |
| | First lien (2)(3) - Undrawn | | — | | — | | — | | 05/2022 | | 05/2024 | | 1,096 | | | — | | (12) | | |
| | | | | | | | | | | | | | 1,540 | | | (5) | | (16) | | (0.01) | % |
KWOR Acquisition, Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2024 | | 2,055 | | | — | | (20) | | (0.02) | % |
PPV Intermediate Holdings LLC | | | | | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (2)(3) - Undrawn | | — | | — | | — | | 08/2022 | | 08/2029 | | 311 | | | (2) | | (6) | | |
| | First lien (2)(3) - Undrawn | | — | | — | | — | | 08/2022 | | 08/2024 | | 775 | | | — | | (15) | | |
| | | | | | | | | | | | | | 1,086 | | | (2) | | (21) | | (0.02) | % |
DOCS, MSO, LLC | | | | | | | | | | | | | | | | | | | | |
Healthcare | | First lien (2)(3) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2028 | | 282 | | | — | | | (8) | | | |
| | First lien (2)(3) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2024 | | 1,058 | | | — | | (29) | | |
| | | | | | | | | | | | | | 1,340 | | | — | | (37) | | (0.03) | % |
FS WhiteWater Borrower, LLC | | | | | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (2)(3) - Undrawn | | — | | — | | — | | 07/2022 | | 07/2024 | | 4,302 | | | — | | (43) | | (0.03) | % |
CoreTrust Purchasing Group LLC | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) - Undrawn | | — | | — | | — | | 09/2022 | | 09/2024 | | 1,480 | | | — | | (22) | | |
| | First lien (2)(3) - Undrawn | | — | | — | | — | | 09/2022 | | 10/2029 | | 1,480 | | | (20) | | (22) | | |
| | | | | | | | | | | | | | 2,960 | | | (20) | | (44) | | (0.03) | % |
| | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
18
New Mountain Guardian IV BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
December 31, 2022
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company, Location and Industry(1) | | Type of Investment | | Reference (4) | | Spread (4) | | Interest Rate (4) | | Purchase Date | | Maturity/Expiration Date | | Principal Amount, Par Value or Shares | | Cost | | Fair Value | | Percent of Members' Capital |
| | | | | | | | | | | | | | | | | | | | |
KPSKY Acquisition Inc. | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (2)(3) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2024 | | $ | 1,553 | | | $ | — | | | $(69) | | (0.05) | % |
Sun Acquirer Corp. | | | | | | | | | | | | | | | | | | | | |
Consumer Services | | First lien (2)(3) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2024 | | 5,000 | | | — | | (84) | | (0.06) | % |
Fortis Solutions Group, LLC | | | | | | | | | | | | | | | | | | | | |
Distribution & Logistics | | First lien (2)(3) - Undrawn | | — | | — | | — | | 06/2022 | | 06/2024 | | 5,971 | | | — | | (140) | | (0.11) | % |
Total Unfunded Debt Investments - United States | | | | | | | | | | | | | | $ | 35,882 | | | $ | (58) | | | $ | (536) | | | (0.42) | % |
Unfunded Debt Investments - Australia | | | | | | | | | | | | | | | | | | | | |
Atlas AU Bidco Pty Ltd** | | | | | | | | | | | | | | | | | | | | |
Business Services | | First lien (3) - Undrawn | | — | | — | | — | | 12/2022 | | 12/2028 | | $ | 320 | | | $ | (5) | | | $ | (5) | | | (0.00) | % |
Total Unfunded Debt Investments - Australia | | | | | | | | | | | | | | $ | 320 | | | $ | (5) | | | $ | (5) | | | (0.00) | % |
Total Unfunded Debt Investments | | | | | | | | | | | | | | $ | 36,202 | | | $ | (63) | | | $ | (541) | | | (0.42) | % |
Total Non-Controlled/Non-Affiliated Investments | | | | | | | | | | | | | | | | $ | 123,436 | | | $ | 123,211 | | | 94.81 | % |
Total Investments | | | | | | | | | | | | | | | | $ | 123,436 | | | $ | 123,211 | | | 94.81 | % |
(1)New Mountain Guardian IV BDC, L.L.C. (the "Company") generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). These investments are generally subject to certain limitations on resale, and may be deemed to be "restricted securities" under the Securities Act.
(2)The fair value of the Company's investment is determined using unobservable inputs that are significant to the overall fair value measurement. See Note 4. Fair Value, for details.
(3)Par value amounts represent the drawn or undrawn (as indicated in type of investment) portion of revolving credit facilities or delayed draws. Cost amounts represent the cash received at settlement date net of the impact of paydowns and cash paid for drawn revolvers or delayed draws.
(4)All interest is payable in cash unless otherwise indicated. A majority of the variable rate debt investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (L), Secured Overnight Financing Rate (SOFR), the Prime Rate (P) and the alternative base rate (Base) and which resets monthly (M), quarterly (Q), semi-annually (S) or annually (A). For each investment the current interest rate provided reflects the rate in effect as of December 31, 2022.
(5)The Company holds preferred equity in Knockout Intermediate Holdings I Inc. and a first lien term loan, a first lien revolver and a first lien delayed draw in Kaseya, Inc., a wholly-owned subsidiary of Knockout Intermediate Holdings I, Inc. The preferred equity is entitled to receive cumulative preferential dividends at a rate of 11.75% per annum.
* All or a portion of interest contains PIK interest.
** Indicates assets that the Company deems to be "non-qualifying assets" under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70.0% of the Company's total assets at the time of acquisition of any additional non-qualifying assets. As of December 31, 2022, 5.91% of the Company's total assets are represented by investments at fair value that are considered non-qualifying assets.
The accompanying notes are an integral part of these consolidated financial statements.
19
New Mountain Guardian IV BDC, L.L.C.
Consolidated Schedule of Investments (Continued)
December 31, 2022
| | | | | | | | |
| | December 31, 2022 |
Investment Type | | Percent of Total Investments at Fair Value |
First lien | | 81.05 | % |
Second lien | | 9.62 | % |
Subordinated | | 8.71 | % |
Equity and other | | 0.62 | % |
Total investments | | 100.00 | % |
| | | | | | | | |
| | December 31, 2022 |
Industry Type | | Percent of Total Investments at Fair Value |
Software | | 49.11 | % |
Business Services | | 23.57 | % |
Healthcare | | 11.77 | % |
Consumer Services | | 4.98 | % |
Education | | 4.75 | % |
Distribution & Logistics | | 4.32 | % |
Financial Services | | 1.50 | % |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Total investments | | 100.00 | % |
| | | | | | | | |
| | December 31, 2022 |
Interest Rate Type | | Percent of Total Investments at Fair Value |
Floating rates | | 93.17 | % |
Fixed rates | | 6.83 | % |
Total investments | | 100.00 | % |
The accompanying notes are an integral part of these consolidated financial statements.
20
Notes to the Consolidated Financial Statements of
New Mountain Guardian IV BDC, L.L.C.
September 30, 2023
(in thousands, except unit data)
(unaudited)
Note 1. Formation and Business Purpose
New Mountain Guardian IV BDC, L.L.C. (the "Company") is a Delaware limited liability company formed on March 18, 2022. The Company is a closed-end, non-diversified management investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). The Company has elected to be treated for U.S. federal income tax purposes, and intends to continue to comply with the requirements to continue to qualify annually thereafter, as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
New Mountain Finance Advisers BDC, L.L.C. (the "Investment Adviser") is a wholly-owned subsidiary of New Mountain Capital Group, L.P. (together with New Mountain Capital, L.L.C. and its affiliates, "New Mountain Capital") whose ultimate owners include Steven B. Klinsky, other current and former New Mountain Capital professionals and related vehicles and a minority investor. New Mountain Capital is a global investment firm with approximately $45 billion of assets under management and a track record of investing in the middle market. New Mountain Capital focuses on investing in defensive growth companies across its private equity, credit and net lease investment strategies. The Investment Adviser manages the Company's day-to-day operations and provides it with investment advisory and management services. The Investment Adviser also manages other funds that may have investment mandates that are similar, in whole or in part, to the Company's. New Mountain Finance Administration, L.L.C. (the "Administrator"), a wholly-owned subsidiary of New Mountain Capital, provides the administrative services necessary to conduct the Company's day-to-day operations. The Administrator has hired a third-party sub-administrator to assist with the provision of administrative services.
The Company conducted a private offering (the "Private Offering") of units of the Company's limited liability company interests (the "Units") to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Units will be offered for subscription continuously throughout the Closing Period (as defined below). Each investor in the Private Offering made a capital commitment (each, a "Capital Commitment") to purchase Units pursuant to a subscription agreement entered into with the Company (a "Subscription Agreement"). The Company expects closings of the Private Offering will occur, from time to time, in the Investment Adviser's sole discretion, during the 24-month period following the initial closing of Capital Commitments, which occurred on May 4, 2022 (the "Closing Period"). The Company may accept and draw down on Capital Commitments from investors throughout the Closing Period and may draw down on Capital Commitments after the Closing Period. The Company commenced loan origination and investment activities contemporaneously with the initial drawdown from investors in the Private Offering, which occurred on May 9, 2022 (the "Initial Drawdown"). The "Investment Period" began on May 4, 2022 and will continue until May 4, 2028, the four-year anniversary of the end of the Closing Period. The term of the Company is until May 4, 2030, six years from the end of the Closing Period, subject to (i) a one year extension as determined by the Investment Adviser in its sole discretion and (ii) an additional one year extension as determined by the Company's board of directors.
The Company established New Mountain Guardian IV SPV, L.L.C. (“GIV SPV”) on July 26, 2022 as a wholly-owned direct subsidiary, whose assets are used to secure GIV SPV's credit facility. The Company established New Mountain Guardian IV Issuer SPV, L.L.C. ("GIV Issuer SPV") on October 28, 2022 as a wholly-owned direct subsidiary. As of September 30, 2023, there were no assets held by GIV Issuer SPV. The Company established New Mountain Guardian IV Panzura, Inc. ("GIV Panzura") as a wholly-owned direct subsidiary, which is treated as a corporation for U.S. federal income tax purposes and is intended to facilitate the Company's compliance with the requirements to be treated as a RIC under the Code by holding equity or equity-like investments in one of the Company's portfolio companies organized as a limited liability company (or other form of pass-through entities). The Company consolidates GIV Panzura for accounting purposes but the corporation is not consolidated for U.S. federal income tax purposes, and may incur U.S. federal income tax expense as a result of its ownership of the portfolio company.
The Company is focused on providing direct lending solutions to U.S. upper middle market companies backed by top private equity sponsors. The Company's investment objective is to generate current income and capital appreciation through the sourcing and origination of senior secured loans and select junior capital positions to growing businesses in defensive industries that offer attractive risk-adjusted returns. The Company's differentiated investment approach leverages the deep sector knowledge and operating resources of New Mountain Capital.
The Company primarily invests in senior secured debt of U.S. sponsor-backed, middle market companies, defined by annual earnings before interest, taxes, depreciation, and amortization ("EBITDA") between $10,000 and $200,000. The Company focuses on defensive growth businesses that generally exhibit the following characteristics: (i) acyclicality, (ii)
sustainable secular growth drivers, (iii) niche market dominance and high barriers to competitive entry, (iv) recurring revenue and strong free cash flow, (v) flexible cost structures and (vi) seasoned management teams.
Senior secured loans may include traditional first lien loans or unitranche loans. The Company invests a significant portion of its portfolio in unitranche loans, which are loans that combine both senior and subordinated debt, generally in a first-lien position. Because unitranche loans combine characteristics of senior and subordinated debt, they have risks similar to the risks associated with secured debt and subordinated debt. Certain unitranche loan investments may include "last-out" positions, which generally heighten the risk of loss. In some cases, the Company’s investments may also include equity interests.
As of September 30, 2023, the Company's top five industry concentrations were software, business services, healthcare, education and food & beverage.
Note 2. Summary of Significant Accounting Policies
Basis of accounting—The Company's consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("GAAP"). The Company is an investment company following accounting and reporting guidance in Accounting Standards Codification Topic 946, Financial Services—Investment Companies ("ASC 946"). The Company consolidates its wholly-owned direct subsidiaries GIV SPV, GIV Issuer SPV and GIV Panzura.
The Company's consolidated financial statements reflect all adjustments and reclassifications which, in the opinion of management, are necessary for the fair presentation of the results of operations and financial condition for the period(s) presented. All intercompany transactions have been eliminated. Revenues are recognized when earned and expenses when incurred. The financial results of the Company's portfolio investments are not consolidated in the financial statements.
The Company's interim consolidated financial statements are prepared in accordance with GAAP and pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. Accordingly, the Company’s interim consolidated financial statements do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of financial statements for the interim period, have been included. The current period's results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, 2023.
Investments—The Company applies fair value accounting in accordance with GAAP. Fair value is 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 measurement date. Investments are reflected on the Company's Consolidated Statements of Assets, Liabilities and Members' Capital at fair value, with changes in unrealized gains and losses resulting from changes in fair value reflected in the Company's Consolidated Statements of Operations as "Net change in unrealized appreciation (depreciation) of investments" and realizations on portfolio investments reflected in the Company's Consolidated Statements of Operations as "Net realized gains (losses) on investments".
The Company values its assets on a quarterly basis, or more frequently if required under the 1940 Act. In all cases, the Company's board of directors is ultimately and solely responsible for determining the fair value of the Company's portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded, those whose market prices are not readily available and any other situation where its portfolio investments require a fair value determination. Security transactions are accounted for on a trade date basis. The Company's quarterly valuation procedures are set forth in more detail below:
(1)Investments for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from independent pricing services.
(2)Investments for which indicative prices are obtained from various pricing services and/or brokers or dealers are valued through a multi-step valuation process, as described below, to determine whether the quote(s) obtained is representative of fair value in accordance with GAAP.
a.Bond quotes are obtained through independent pricing services. Internal reviews are performed by the investment professionals of the Investment Adviser to ensure that the quote obtained is representative of fair value in accordance with GAAP and, if so, the quote is used. If the Investment Adviser is unable to sufficiently validate the quote(s) internally and if the investment's par value or its fair value exceeds the materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below); and
b.For investments other than bonds, the Company looks at the number of quotes readily available and performs the following procedures:
i.Investments for which two or more quotes are received from a pricing service are valued using the mean of the mean of the bid and ask of the quotes obtained. The Company will evaluate the reasonableness of the
quote, and if the quote is determined to not be representative of fair value, the Company will use one or more of the methodologies outlined below to determine fair value; and
ii.Investments for which one quote is received from a pricing service are validated internally. The investment professionals of the Investment Adviser analyze the market quotes obtained using an array of valuation methods (further described below) to validate the fair value. If the Investment Adviser is unable to sufficiently validate the quote internally and if the investment's par value or its fair value exceeds the materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below).
(3)Investments for which quotations are not readily available through exchanges, pricing services, brokers, or dealers are valued through a multi-step valuation process:
a.Each portfolio company or investment is initially valued by the investment professionals of the Investment Adviser responsible for the credit monitoring;
b.Preliminary valuation conclusions will then be documented and discussed with the Company's senior management;
c.If an investment falls into (3) above for four consecutive quarters and if the investment's par value or its fair value exceeds the materiality threshold, then at least once each fiscal year, the valuation for each portfolio investment for which the Company does not have a readily available market quotation will be reviewed by an independent valuation firm engaged by the Company's board of directors; and
d.When deemed appropriate by the Company's management, an independent valuation firm may be engaged to review and value investment(s) of a portfolio company, without any preliminary valuation being performed by the Investment Adviser. The investment professionals of the Investment Adviser will review and validate the value provided.
For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of a commitment not completely funded may result in a negative fair value until it is called and funded.
The values assigned to investments are based upon available information and do not necessarily represent amounts which might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined until the individual positions are liquidated. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company's investments may fluctuate from period to period and the fluctuations could be material.
See Note 3. Investments, for further discussion relating to investments.
Cash and cash equivalents—Cash and cash equivalents include cash and short-term, highly liquid investments. The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and so near maturity that there is insignificant risk of changes in value. These securities have original maturities of three months or less. The Company did not hold any cash equivalents as of September 30, 2023 and December 31, 2022.
Revenue recognition
Sales and paydowns of investments: Realized gains and losses on investments are determined on the specific identification method.
Interest and dividend income: Interest income, including amortization of premium and discount using the effective interest method, is recorded on the accrual basis and periodically assessed for collectability. Interest income also includes interest earned from cash on hand. Upon the prepayment of a loan or debt security, any prepayment penalties are recorded as part of interest income. The Company has loans and certain preferred equity investments in its portfolio that contain a payment-in-kind ("PIK") interest or dividend provision. PIK interest and dividends are accrued and recorded as income at the contractual rates, if deemed collectible. The PIK interest and dividends are added to the principal or share balances on the capitalization dates and are generally due at maturity or when redeemed by the issuer. For the three and nine months ended September 30, 2023, the Company recognized PIK dividends from investments of $26 and $75, respectively, and PIK interest from investments of $668 and $967, respectively. For the three months ended September 30, 2022 and for the period from May 9, 2022 (commencement of operations) to September 30, 2022, the Company recognized PIK dividends from investments of $23 and $25, respectively and no PIK interest from investments.
Dividend income on preferred securities is recorded as dividend income on an accrual basis to the extent that such amounts are deemed collectible.
Non-accrual income: Investments are placed on non-accrual status when principal or interest payments are past due for 30 days or more and when there is reasonable doubt that principal or interest will be collected. Accrued cash and un-capitalized PIK interest or dividends are reversed when an investment is placed on non-accrual status. Previously capitalized PIK interest or dividends are not reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management's judgment of the ultimate collectability. Non-accrual investments are restored to accrual status when past due principal and interest is paid and, in management's judgment, are likely to remain current. As of September 30, 2023 and December 31, 2022, no investments were on non-accrual status.
Fee income: Fee income represents delayed compensation, revolver fees, amendment fees, assignment fees, upfront fees and other miscellaneous fees received and are typically non-recurring in nature. Delayed compensation is income earned from counterparties on trades that do not settle within a set number of business days after the trade date. Fee income may also include fees from bridge loans. The Company may from time to time enter into bridge financing commitments, an obligation to provide interim financing to a counterparty until permanent credit can be obtained. These commitments are short-term in nature and may expire unfunded. A fee is received by the Company for providing such commitments. Structuring fees and upfront fees are recognized as income when earned, usually when paid at the closing of the investment, and are non-refundable. Income received in exchange for the provision of services such as recurring administration services are also recognized as fee income in the period in which it was earned.
Interest and other financing expenses—Interest and other financing fees are recorded on an accrual basis by the Company. See Note 6. Borrowings, for details.
Organizational expenses—Organizational expenses include costs and expenses incurred in connection with the formation and organization of the Company and are expensed as incurred in the Consolidated Statements of Operations. Any organizational and offering expenses paid by the Company in excess of the lesser of $2,500 or 0.50% of the aggregate Capital Commitments will be applied as a reduction to the base management fee paid to the Investment Adviser and cannot be recouped by the Investment Adviser.
Deferred offering costs—The Company's deferred offering costs consists of fees and expenses incurred in connection with the offering of the Company's Units. Upon the issuance of Units, deferred offering costs are then amortized into Organizational and Offering Expenses on the Consolidated Statements of Operations on a straight line basis over a period of 12 months beginning on the date of commencement of operations. Deferred offering costs are included on the Company’s Consolidated Statements of Assets, Liabilities and Members' Capital until amortized.
Deferred financing costs—The deferred financing costs of the Company consist of capitalized expenses related to the origination and amending of the Company's borrowings. The Company amortizes these costs into expense over the stated life of the related borrowing. See Note 6. Borrowings, for details.
Income taxes—The Company was treated as a disregarded entity wholly owned by New Mountain Finance Advisers, L.L.C. for the period beginning with the date of its inception on March 18, 2022 through May 5, 2022. The Company has elected to be treated as a RIC for U.S. federal income tax purposes under Subchapter M of the Code with the filing of its first tax return for the year ending December 31, 2022, and thereafter intends to comply with the requirements to qualify and maintain its status as a RIC annually. As a RIC, the Company is not subject to U.S. federal income tax on the portion of taxable income and gains timely distributed to its unitholders.
To continue to qualify and be subject to tax treatment as a RIC, the Company is required to meet certain income and asset diversification tests in addition to timely distributing at least 90.0% of its investment company taxable income, as defined by the Code. Since U.S. federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes.
Differences between taxable income and the results of operations for financial reporting purposes may be permanent or temporary in nature. Permanent differences are reclassified among capital accounts in the consolidated financial statements to reflect their tax character. Differences in classification may also result from the treatment of short-term gains as ordinary income for U.S. federal income tax purposes.
For U.S. federal income tax purposes, distributions paid to unitholders of the Company are reported as ordinary income, return of capital, long term capital gains or a combination thereof.
The Company will be subject to a 4.0% nondeductible federal excise tax on certain undistributed income unless the Company distributes, in a timely manner as required by the Code, an amount at least equal to the sum of (1) 98.0% of its
respective net ordinary income earned for the calendar year and (2) 98.2% of its respective capital gain net income for the one-year period ending October 31 in the calendar year.
Certain consolidated subsidiaries of the Company are subject to U.S. federal and state income taxes. These taxable entities are not consolidated for U.S. federal income tax purposes and may generate income tax liabilities or assets from permanent and temporary differences in the recognition of items for financial reporting and U.S. federal income tax purposes.
Based on its analysis, the Company has determined that there were no uncertain tax positions that do not meet the more likely than not threshold as defined by Accounting Standards Codification Topic 740 ("ASC740") through December 31, 2022. The 2022 tax year remains subject to examination by the U.S. Federal, state, and local tax authorities.
Distributions—Distributions to the Company's unitholders are recorded on the record date as set by the Company's board of directors. The Company intends to make timely distributions to its unitholders that will be sufficient to enable the Company to qualify and maintain its status as a RIC. The Company intends to distribute approximately all of its net investment income on a quarterly basis and substantially all of its taxable income on an annual basis, except that the Company may retain certain net capital gains for reinvestment.
Earnings per Unit—The Company's earnings per unit ("EPU") amounts have been computed based on the weighted-average number of Units outstanding for the period. Basic EPU is computed by dividing net increase (decrease) in members' capital resulting from operations by the weighted average number of Units outstanding during the period of computation. Diluted EPU is computed by dividing net increase (decrease) in members' capital resulting from operations by the weighted average number of Units assuming all potential Units had been issued, and its related net impact to members' capital accounted for, and the additional Units were dilutive. Diluted EPU reflects the potential dilution, using the as-if-converted method for convertible debt, which could occur if all potentially dilutive securities were exercised.
Foreign securities—The accounting records of the Company are maintained in U.S. dollars. Investment securities denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies on the respective dates of the transactions. The Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with "Net change in unrealized appreciation (depreciation) of investments" and "Net realized gains (losses) on investments" in the Company's Consolidated Statements of Operations.
Investments denominated in foreign currencies may be negatively affected by movements in the rate of exchange between the U.S. dollar and foreign currencies. This movement is beyond the control of the Company and cannot be predicted.
Use of estimates—The preparation of the Company's consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Company's consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Changes in the economic environment, financial markets, and other metrics used in determining these estimates could cause actual results to differ from the estimates used, and the differences could be material.
Note 3. Investments
At September 30, 2023, the Company's investments consisted of the following:
Investment Cost and Fair Value by Type
| | | | | | | | | | | |
| Cost | | Fair Value |
First lien | $ | 306,305 | | | $ | 311,775 | |
Second lien | 14,041 | | | 16,111 | |
Subordinated | 19,576 | | | 19,713 | |
Equity and other | 1,356 | | | 1,366 | |
Total investments | $ | 341,278 | | | $ | 348,965 | |
Investment Cost and Fair Value by Industry
| | | | | | | | | | | |
| Cost | | Fair Value |
Software | $ | 142,499 | | | $ | 144,943 | |
Business Services | 105,292 | | | 106,767 | |
Healthcare | 33,279 | | | 33,546 | |
Education | 19,719 | | | 20,708 | |
Food & Beverage | 16,469 | | | 19,015 | |
Consumer Services | 12,950 | | | 12,879 | |
Distribution & Logistics | 5,510 | | | 5,589 | |
Financial Services | 5,180 | | | 5,202 | |
Packaging | 380 | | | 316 | |
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| | | |
| | | |
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Total investments | $ | 341,278 | | | $ | 348,965 | |
At December 31, 2022, the Company's investments consisted of the following:
Investment Cost and Fair Value by Type
| | | | | | | | | | | |
| Cost | | Fair Value |
First lien | $ | 100,860 | | | $ | 99,866 | |
Second lien | 10,991 | | | 11,852 | |
Subordinated | 10,806 | | | 10,730 | |
Equity and other | 779 | | | 763 | |
Total investments | $ | 123,436 | | | $ | 123,211 | |
Investment Cost and Fair Value by Industry
| | | | | | | | | | | |
| Cost | | Fair Value |
Software | $ | 60,274 | | | $ | 60,506 | |
Business Services | 29,285 | | | 29,035 | |
Healthcare | 14,727 | | | 14,506 | |
Consumer Services | 6,343 | | | 6,138 | |
Education | 5,442 | | | 5,858 | |
Distribution & Logistics | 5,459 | | | 5,321 | |
Financial Services | 1,906 | | | 1,847 | |
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Total investments | $ | 123,436 | | | $ | 123,211 | |
As of September 30, 2023, the Company had unfunded commitments on revolving credit facilities of $12,426 and no unfunded commitments on bridge facilities. As of September 30, 2023, the Company had unfunded commitments in the form of delayed draws or other future funding commitments of $79,853. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company's Consolidated Schedule of Investments as of September 30, 2023.
As of December 31, 2022, the Company had unfunded commitments on revolving credit facilities of $5,939 and no unfunded commitments on bridge facilities. As of December 31, 2022, the Company had unfunded commitments in the form of delayed draws or other future funding commitments of $30,263. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company's Consolidated Schedule of Investments as of December 31, 2022.
Investment Risk Factors—First and second lien debt that the Company invests in is almost entirely rated below investment grade or may be unrated. Debt investments rated below investment grade are often referred to as "leveraged loans", "high yield" or "junk" debt investments, and may be considered "high risk" compared to debt investments that are rated investment grade. These debt investments are considered speculative because of the credit risk of the issuers. Such issuers are considered more likely than investment grade issuers to default on their payments of interest and principal, and such risk of
default could reduce the members' capital and income distributions of the Company. In addition, some of the Company's debt investments will not fully amortize during their lifetime, which could result in a loss or a substantial amount of unpaid principal and interest due upon maturity. First and second lien debt may also lose significant market value before a default occurs. Furthermore, an active trading market may not exist for these first and second lien debt investments. This illiquidity may make it more difficult to value the debt.
Subordinated debt is generally subject to similar risks as those associated with first and second lien debt, except that such debt is subordinated in payment and/or lower in lien priority. Subordinated debt is subject to the additional risk that the cash flow of the borrower and the property securing the debt, if any, may be insufficient to meet scheduled payments after giving effect to the senior secured and unsecured obligations of the borrower.
The Company may directly invest in the equity of private companies or, in some cases, equity investments could be made in connection with a debt investment. Equity investments may or may not fluctuate in value, resulting in recognized realized gains or losses upon disposition.
Note 4. Fair Value
Fair value is 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 measurement date. Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure ("ASC 820") establishes a fair value hierarchy that prioritizes and ranks the inputs to valuation techniques used in measuring investments at fair value. The hierarchy classifies the inputs used in measuring fair value into three levels as follows:
Level I—Quoted prices (unadjusted) are available in active markets for identical investments and the Company has the ability to access such quotes as of the reporting date. The type of investments which would generally be included in Level I include active exchange-traded equity securities and exchange-traded derivatives. As required by ASC 820, the Company, to the extent that it holds such investments, does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.
Level II—Pricing inputs are observable for the investments, either directly or indirectly, as of the reporting date, but are not the same as those used in Level I. Level II inputs include the following:
•Quoted prices for similar assets or liabilities in active markets;
•Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);
•Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including foreign exchange forward contracts); and
•Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.
Level III—Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment.
The inputs used to measure fair value may fall into different levels. In all instances when the inputs fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level of input that is significant to the fair value measurement in its entirety. As such, a Level III fair value measurement may include inputs that are both observable and unobservable. Gains and losses for such assets categorized within the Level III table below may include changes in fair value that are attributable to both observable inputs and unobservable inputs.
The inputs into the determination of fair value require significant judgment or estimation by management and consideration of factors specific to each investment. A review of the fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in the transfer of certain investments within the fair value hierarchy from period to period.
The following table summarizes the levels in the fair value hierarchy that the Company's portfolio investments fall into as of September 30, 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| Total | | Level I | | Level II | | Level III |
First lien | $ | 311,775 | | | $ | — | | | $ | 28,289 | | | $ | 283,486 | |
Second lien | 16,111 | | | — | | | 7,531 | | | 8,580 | |
Subordinated | 19,713 | | | — | | | 13,280 | | | 6,433 | |
Equity and other | 1,366 | | | — | | | — | | | 1,366 | |
Total investments | $ | 348,965 | | | $ | — | | | $ | 49,100 | | | $ | 299,865 | |
The following table summarizes the levels in the fair value hierarchy that the Company's portfolio investments fall into as of December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | |
| Total | | Level I | | Level II | | Level III |
First lien | $ | 99,866 | | | $ | — | | | $ | 6,518 | | | $ | 93,348 | |
Second lien | 11,852 | | | — | | | 4,613 | | | 7,239 | |
Subordinated | 10,730 | | | — | | | 7,653 | | | 3,077 | |
Equity and other | 763 | | | — | | | — | | | 763 | |
Total investments | $ | 123,211 | | | $ | — | | | $ | 18,784 | | | $ | 104,427 | |
The following table summarizes the changes in fair value of Level III portfolio investments for the three months ended September 30, 2023, as well as the portion of appreciation (depreciation) included in income attributable to unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at September 30, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | First Lien | | Second Lien | | Subordinated | | Equity and other |
Fair Value, June 30, 2023 | $ | 196,233 | | | $ | 173,615 | | | $ | 15,350 | | | $ | 6,382 | | | $ | 886 | |
Total gains or losses included in earnings: | | | | | | | | | |
| | | | | | | | | |
Net change in unrealized appreciation of investments | 4,501 | | | 4,031 | | | 419 | | | 51 | | | — | |
Purchases, including capitalized PIK and revolver fundings | 99,335 | | | 98,855 | | | — | | | — | | | 480 | |
Proceeds from paydowns of investments | (567) | | | (567) | | | — | | | — | | | — | |
Transfers into Level III(1) | 9,475 | | | 9,475 | | | — | | | — | | | — | |
Transfers out of Level III(1) | (9,112) | | | (1,923) | | | (7,189) | | | — | | | — | |
Fair Value, September 30, 2023 | $ | 299,865 | | | $ | 283,486 | | | $ | 8,580 | | | $ | 6,433 | | | $ | 1,366 | |
Unrealized appreciation for the period relating to those Level III assets that were still held by the Company at the end of the period: | $ | 4,501 | | | $ | 4,031 | | | $ | 419 | | | $ | 51 | | | $ | — | |
(1) As of September 30, 2023, portfolio investments were transferred into Level III from Level II and out of Level III into Level II at fair value as of the beginning of the period in which the reclassification occurred.
The following table summarizes the changes in fair value of Level III portfolio investments for the nine months ended September 30, 2023, as well as the portion of appreciation (depreciation) included in income attributable to unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at September 30, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | First Lien | | Second Lien | | Subordinated | | Equity and other |
Fair Value, December 31, 2022 | $ | 104,427 | | | $ | 93,348 | | | $ | 7,239 | | | $ | 3,077 | | | $ | 763 | |
Total gains or losses included in earnings: | | | | | | | | | |
| | | | | | | | | |
Net change in unrealized appreciation of investments | 7,337 | | | 6,697 | | | 541 | | | 73 | | | 26 | |
Purchases, including capitalized PIK and revolver fundings | 192,083 | | | 187,423 | | | 800 | | | 3,283 | | | 577 | |
Proceeds from paydowns of investments | (2,135) | | | (2,135) | | | — | | | — | | | — | |
| | | | | | | | | |
Transfers out of Level III(1) | (1,847) | | | (1,847) | | | — | | | — | | | — | |
Fair Value, September 30, 2023 | $ | 299,865 | | | $ | 283,486 | | | $ | 8,580 | | | $ | 6,433 | | | $ | 1,366 | |
Unrealized appreciation for the period relating to those Level III assets that were still held by the Company at the end of the period: | $ | 7,337 | | | $ | 6,697 | | | $ | 541 | | | $ | 73 | | | $ | 26 | |
(1) As of September 30, 2023, portfolio investments were transferred out of Level III into Level II at fair value as of the beginning of the period in which the reclassification occurred.
The following table summarizes the changes in fair value of Level III portfolio investments for the three months ended September 30, 2022, as well as the portion of appreciation (depreciation) included in income attributable to unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at September 30, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | First Lien | | Second Lien | | Subordinated | | Equity and other |
Fair Value, June 30, 2022 | $ | 31,496 | | | $ | 29,454 | | | $ | 1,263 | | | $ | — | | | $ | 779 | |
Total gains or losses included in earnings: | | | | | | | | | |
| | | | | | | | | |
Net change in unrealized (depreciation) appreciation of investments | (172) | | | (185) | | | 13 | | | — | | | — | |
Purchases, including revolver fundings | 41,716 | | | 38,606 | | | — | | | 3,110 | | | — | |
Proceeds from paydowns of investments | (69) | | | (69) | | | — | | | — | | | — | |
| | | | | | | | | |
Transfers out of Level III(1) | (1,914) | | | (1,914) | | | — | | | — | | | — | |
Fair Value, September 30, 2022 | $ | 71,057 | | | $ | 65,892 | | | $ | 1,276 | | | $ | 3,110 | | | $ | 779 | |
Unrealized (depreciation) appreciation for the period relating to those Level III assets that were still held by the Company at the end of the period: | $ | (172) | | | $ | (185) | | | $ | 13 | | | $ | — | | | $ | — | |
(1) As of September 30, 2022, portfolio investments were transferred out of Level III into Level II at fair value as of the beginning of the period in which the reclassification occurred.
The following table summarizes the changes in fair value of Level III portfolio investments for the period from May 9, 2022 (commencement of operations) to September 30, 2022, as well as the portion of appreciation (depreciation) included in income attributable to unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at September 30, 2022: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | First Lien | | Second Lien | | Subordinated | | Equity and other |
Fair Value, May 9, 2022 (commencement of operations) | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Total gains or losses included in earnings: | | | | | | | | | |
| | | | | | | | | |
Net change in unrealized (depreciation) appreciation of investments | (297) | | | (366) | | | 69 | | | — | | | — | |
Purchases, including revolver fundings | 71,423 | | | 66,327 | | | 1,207 | | | 3,110 | | | 779 | |
Proceeds from paydowns of investments | (69) | | | (69) | | | — | | | — | | | — | |
| | | | | | | | | |
| | | | | | | | | |
Fair Value, September 30, 2022 | $ | 71,057 | | | $ | 65,892 | | | $ | 1,276 | | | $ | 3,110 | | | $ | 779 | |
Unrealized (depreciation) appreciation for the period relating to those Level III assets that were still held by the Company at the end of the period: | $ | (297) | | | $ | (366) | | | $ | 69 | | | $ | — | | | $ | — | |
Except as noted in the tables above, there were no transfers in or out of Level I, II, or III during the three and nine months ended September 30, 2023 or for the three months ended September 30, 2022 and the period from May 9, 2022 (commencement of operations) to September 30, 2022. Transfers into Level III occur as quotations obtained through pricing services, are deemed not representative of fair value as of the balance sheet date, and such assets are internally valued. As quotations obtained through pricing services are substantiated through additional market sources, investments are transferred out of Level III. In addition, transfers out of Level III and transfers into Level III occur based on the increase or decrease in the availability of certain observable inputs. Investments will be transferred into Level III from Level II and out of Level III into Level II at fair value as of the beginning of the period in which the reclassification occurred.
The Company invests in revolving credit facilities. These investments are categorized as Level III investments as these assets are not actively traded and their fair values are often implied by the term loans of the respective portfolio companies.
The Company generally uses the following framework when determining the fair value of investments where there are little, if any, market activity or observable pricing inputs. The Company typically determines the fair value of its performing debt investments utilizing an income approach. Additional consideration is given using a market based approach, as well as reviewing the overall underlying portfolio company's performance and associated financial risks. The following outlines additional details on the approaches considered:
Company Performance, Financial Review, and Analysis: Prior to investment, as part of its due diligence process, the Company evaluates the overall performance and financial stability of the portfolio company. Post investment, the Company analyzes each portfolio company's current operating performance and relevant financial trends versus prior year and budgeted results, including, but not limited to, factors affecting its revenue and EBITDA growth, margin trends, liquidity position, covenant compliance and changes to its capital structure. The Company also attempts to identify and subsequently track any developments at the portfolio company within its customer or vendor base, or within the industry or the macroeconomic environment generally, that may alter any material element of its original investment thesis. This analysis is specific to each portfolio company. The Company leverages the knowledge gained from its original due diligence process, augmented by this subsequent monitoring, to continually refine its outlook for each of its portfolio companies and ultimately form the valuation of its investment in each portfolio company. When an external event such as a purchase transaction, public offering or subsequent sale occurs, the Company will consider the pricing indicated by the external event to corroborate the private valuation.
For debt investments, the Company may employ the Market Based Approach (as described below) to assess the total enterprise value of the portfolio company, in order to evaluate the enterprise value coverage of the Company's debt investment. For equity investments or in cases where the Market Based Approach implies a lack of enterprise value coverage for the debt investment, the Company may additionally employ a discounted cash flow analysis based on the free cash flows of the portfolio company to assess the total enterprise value. After enterprise value coverage is demonstrated for the Company's debt investments through the method(s) above, the Income Based Approach (as described below) may be employed to estimate the fair value of the investment.
Market Based Approach: The Company may estimate the total enterprise value of each portfolio company by utilizing EBITDA or revenue multiples of publicly traded comparable companies and comparable transactions. The Company considers numerous factors when selecting the appropriate companies whose trading multiples are used to value its portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, and
relevant risk factors, as well as size, profitability and growth expectations. The Company may apply an average of various relevant comparable company EBITDA or revenue multiples to the portfolio company's latest twelve month ("LTM") EBITDA or revenue or projected EBITDA or revenue to calculate the enterprise value of the portfolio company. Significant increases or decreases in the EBITDA or revenue multiples will result in an increase or decrease in enterprise value, which may result in an increase or decrease in the fair value estimate of the investment. In applying the market based approach as of September 30, 2023 and December 31, 2022, the Company used the relevant EBITDA or revenue multiple ranges set forth in the table below to determine the enterprise value of its portfolio companies. The Company believes these were reasonable ranges in light of current comparable company trading levels and the specific portfolio companies involved.
Income Based Approach: The Company also may use a discounted cash flow analysis to estimate the fair value of the investment. Projected cash flows represent the relevant security's contractual interest, fee and principal payments plus the assumption of full principal recovery at the investment's expected maturity date. These cash flows are discounted at a rate established utilizing a combination of a yield calibration approach and a comparable investment approach. The yield calibration approach incorporates changes in the credit quality (as measured by relevant statistics) of the portfolio company, as compared to changes in the yield associated with comparable credit quality market indices, between the date of origination and the valuation date. The comparable investment approach utilizes an average yield-to-maturity of a selected set of high-quality, liquid investments to determine a comparable investment discount rate. Significant increases or decreases in the discount rate would result in a decrease or increase in the fair value measurement. In applying the income based approach as of September 30, 2023 and December 31, 2022, the Company used the discount ranges set forth in the table below to value investments in its portfolio companies.
The unobservable inputs used in the fair value measurement of the Company's Level III investments as of September 30, 2023 were as follows:
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| | | | | | | Range |
Type | Fair Value as of September 30, 2023 | | Approach | | Unobservable Input | | Low | | High | | Weighted Average (1) |
First lien | $ | 208,288 | | | Market & income approach | | EBITDA multiple | | 5.0x | | 27.0x | | 16.5x |
| | | | | Revenue multiple | | 4.0x | | 17.0x | | 9.4x |
| | | | | Discount rate | | 7.2 | % | | 19.2 | % | | 11.3 | % |
| 16,146 | | | Market quote | | Broker quote | | N/A | | N/A | | N/A |
| 59,052 | | | Other | | N/A (2) | | N/A | | N/A | | N/A |
Second lien | 8,580 | | | Market & income approach | | EBITDA multiple | | 20.0x | | 20.0x | | 20.0x |
| | | | | Discount rate | | 10.3 | % | | 12.3 | % | | 11.7 | % |
| | | | | | | | | | | |
| | | | | | | | | | | |
Subordinated | 6,433 | | | Market & income approach | | EBITDA multiple | | 14.0x | | 32.5x | | 21.6x |
| | | | | Discount rate | | 13.3 | % | | 16.3 | % | | 14.8 | % |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Equity and other | 886 | | | Market & income approach | | Revenue multiple | | 4.0x | | 5.5x | | 4.8x |
| | | | | Discount rate | | 16.2 | % | | 16.2 | % | | 16.2 | % |
| 480 | | | Other | | N/A (2) | | N/A | | N/A | | N/A |
| | | | | | | | | | | |
| | | | | | | | | | | |
| $ | 299,865 | | | | | | | | | | | |
(1)Unobservable inputs were weighted by the relative fair value of the investments.
(2)Fair value was determined based on transaction pricing or recent acquisition or sale as the best measure of fair value with no material changes in operations of the related portfolio company since the transaction date.
The unobservable inputs used in the fair value measurement of the Company's Level III investments as of December 31, 2022 were as follows:
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| | | | | | | Range |
Type | Fair Value as of December 31, 2022 | | Approach | | Unobservable Input | | Low | | High | | Weighted Average (1) |
First lien | $ | 82,517 | | | Market & income approach | | EBITDA multiple | | 10.0x | | 38.0x | | 19.8x |
| | | | | Revenue multiple | | 8.0x | | 17.0x | | 10.4x |
| | | | | Discount rate | | 8.8 | % | | 12.5 | % | | 10.5 | % |
| | | | | | | | | | | |
| 10,831 | | | Other | | N/A (2) | | N/A | | N/A | | N/A |
Second lien | 7,239 | | | Market & income approach | | EBITDA multiple | | 14.0x | | 18.0x | | 16.0x |
| | | | | Discount rate | | 11.2 | % | | 12.6 | % | | 12.3 | % |
| | | | | | | | | | | |
| | | | | | | | | | | |
Subordinated | 3,077 | | | Market & income approach | | EBITDA multiple | | 23.5x | | 23.5x | | 23.5x |
| | | | | Discount rate | | 14.8 | % | | 14.8 | % | | 14.8 | % |
| | | | | | | | | | | |
| | | | | | | | | | | |
Equity and other | 763 | | | Market & income approach | | EBITDA multiple | | 25.0x | | 25.0x | | 25.0x |
| | | | | | | | | | | |
| | | | | Discount rate | | 14.9 | % | | 14.9 | % | | 14.9 | % |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| $ | 104,427 | | | | | | | | | | | |
(1)Unobservable inputs were weighted by the relative fair value of the investments.
(2)Fair value was determined based on transaction pricing or recent acquisition or sale as the best measure of fair value with no material changes in operations of the related portfolio company since the transaction date.
The BMO Subscription Line (as defined below) and the UBS Credit Facility (as defined below) are considered Level III investments. See Note 6. Borrowings for details.
The following are the principal amount and fair value of the Company’s borrowings as of September 30, 2023 and December 31, 2022. Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available.
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of |
| September 30, 2023 | | December 31, 2022 | | |
| Principal Amount | | Fair Value | | Principal Amount | | Fair Value | | | | |
BMO Subscription Line | $ | — | | | $ | — | | | $ | 53,700 | | | $ | 53,674 | | | | | |
UBS Credit Facility | 125,000 | | | 126,466 | | | N/A | | N/A | | | | |
| | | | | | | | | | | |
Total | $ | 125,000 | | | $ | 126,466 | | | $ | 53,700 | | | $ | 53,674 | | | | | |
N/A Not applicable.
Fair value risk factors—The Company seeks investment opportunities that offer the possibility of attaining substantial capital appreciation. Certain events particular to each industry in which the Company's portfolio companies conduct their operations, as well as general economic, political and health conditions, may have a significant negative impact on the operations and profitability of the Company's investments and/or on the fair value of the Company's investments. The Company's investments are subject to the risk of non-payment of scheduled interest or principal, resulting in a reduction in income to the Company and their corresponding fair valuations. Also, there may be risk associated with the concentration of investments in one geographic region or in certain industries. These events are beyond the control of the Company and cannot be predicted. Furthermore, the ability to liquidate investments and realize value is subject to uncertainties.
Note 5. Agreements and Related Parties
The Company entered into an investment advisory and management agreement (the "Investment Management Agreement") with the Investment Adviser on May 3, 2022. The Investment Management Agreement initially had a term of two years which began on May 3, 2022, and thereafter would continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Company's board of directors, or by the vote of a majority of the outstanding voting securities of the Company and (B) the vote of a majority of the Company's directors who are not parties to the Investment Management Agreement or "interested persons" (as such term is defined in Section 2(a)(19) of the 1940 Act) of any such party, in accordance with the requirements of the 1940 Act. Under the Investment Management
Agreement, the Investment Adviser manages the day-to-day operations of, and provides investment advisory services to, the Company. For providing these services, the Investment Adviser receives an annual base management fee and incentive fee from the Company. Although the initial two year term of the Investment Management Agreement would not have expired until May 3, 2024, the Company's board of directors most recently re-approved the Investment Management Agreement on January 24, 2023, at an in-person meeting, for a period of 12 months commencing on March 1, 2023.
Pursuant to the Investment Management Agreement, the base management fee is payable quarterly in arrears at an annual rate of 1.15% of the aggregate contributed capital from all unitholders (including any outstanding borrowings under any subscription line drawn in lieu of capital calls) less any return of capital distributions and less any cumulative realized losses since inception (calculated net of any subsequently reversed realized losses and net of any realized gains) as of the last day of the applicable quarter. For the period from the effective date of the Investment Management Agreement through the one year anniversary of the Initial Drawdown Date (as defined in the Investment Management Agreement), the base management fee was reduced by 50% (for the avoidance of doubt, this resulted in a management fee rate of 0.575% through May 9, 2023, the one year anniversary of the Initial Drawdown Date). Because the one year anniversary of the Initial Drawdown Date occurred on a date other than the last day of a calendar quarter, the management fee was prorated for such calendar quarter and calculated based on the number of days in such period up to, and including, the one year anniversary of the Initial Drawdown Date. The base management fee could also be reduced by any voluntary fee waivers made by the Investment Adviser. The management fee will be reduced, but not below zero, by any amounts paid by the Company or its subsidiaries to a placement agent, any organizational and offering expenses in excess of the lesser of $2,500 or 0.50% of the aggregate Capital Commitments and any fund expenses in excess of the Specified Expenses Cap (as defined below).
The Investment Adviser has entered into agreements with placement agents that provide for ongoing payments from the Investment Adviser based upon the amount of a unitholder's Capital Commitment or capital contributions. Neither the Company nor any unitholders will bear any of the fees paid to placement agents of the Company as any such fees paid by the Company will offset the management fees.
The incentive fee will consist 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 the Company's income and a portion is based on a percentage of the Company's capital gains, each as described below.
Incentive Fee on Pre-Incentive Fee Net Investment Income
The portion based on the Company's income (the "Income Incentive Fee") is based on pre-incentive fee net investment income ("Pre-Incentive Fee Net Investment Income"). Pre-Incentive Fee Net Investment Income means interest income, dividend income and any fee income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, upfront, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company's operating expenses for the quarter (including the management fee, expenses payable under the Administration Agreement, and any interest expense and distributions paid on any issued and outstanding preferred units, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income 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 we have not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company's members' capital at the end of the immediate preceding quarter, is compared to a "hurdle rate" of return of 1.75% per quarter (7.0% annualized).
The Company will pay the Investment Adviser an incentive fee quarterly in arrears with respect to the Company's Pre-Incentive Fee Net Investment Income in each calendar quarter as follows:
•no incentive fee based on Pre-Incentive Fee Net Investment Income in any calendar quarter in which the Company's Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 1.75% (7.0% annualized);
•100% of the dollar amount of our Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than or equal to a rate of return of 2.059% (8.235% annualized). The Company refers to this portion of the Company's Pre-Incentive Fee Net Investment Income (which exceeds the hurdle rate but is less than 2.059%) as the "catch-up." The "catch-up" is meant to provide the Investment Adviser with approximately 15.0% of the Company's Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply if this net investment income exceeds 2.059% in any calendar quarter; and
•15.0% of the dollar amount of the Company's Pre-Incentive Fee Net Investment Income, if any, that exceeds a rate of return of 2.059% (8.235% annualized). This reflects that once the hurdle rate is reached and the catch-up is achieved, 15.0% of all Pre-Incentive Fee Net Investment Income thereafter is allocated to the Investment Adviser.
For the three and nine months ended September 30, 2023, for the three months ended September 30, 2022 and for the period from May 9, 2022 (commencement of operations) to September 30, 2022, there were no incentive fees waived. The fees that are payable under the Investment Management Agreement for any partial period will be appropriately prorated.
Incentive Fee on Capital Gains
The second component of the incentive fee is the capital gains incentive fee. The Company will pay the Investment Adviser an incentive fee with respect to the Company's cumulative realized capital gains computed net of all realized capital losses and unrealized capital depreciation since inception ("Cumulative Net Realized Gains") based on the waterfall below:
a.First, no incentive fee is payable to the Investment Adviser on Cumulative Net Realized Gains until total return of capital distributions, distributions of net investment income and distributions of net realized capital gains to unitholders is equal to total capital contributions;
b.Second, no incentive is payable to the Investment Adviser on Cumulative Net Realized Gains until the Company has paid cumulative distributions equal to an annualized, cumulative internal rate of return of 7.0% on the total contributed capital to the Company calculated from the date that each such amount was due to be contributed to the Company until the date each such distribution is paid;
c.Third, upon a distribution that results in cumulative distributions exceeding the amounts in clause (a) and (b) above, an incentive fee on capital gains payable to the Investment Adviser equal to 100.0% of the amount of Cumulative Net Realized Gains until the Investment Adviser has received (together with amounts the Investment Adviser has received under Income Incentive Fees) an amount equal to 15.0% of the sum of (i) the cumulative distributions to unitholders made pursuant to clause (b) above, (ii) Income Incentive Fee paid to the Investment Adviser and (iii) amounts paid to the Investment Adviser pursuant to this clause (c); and
d.Thereafter, an incentive fee on capital gains equal to 15.0% of additional undistributed Cumulative Net Realized Gains.
Upon termination of the Company, the Investment Adviser will be required to return incentive fees to the Company to the extent that: (i) the Investment Adviser has received cumulative incentive fees in excess of 15.0% of the sum of (A) the Company's cumulative distributions other than return of capital contributions and (B) the cumulative incentive fees paid to the Investment Adviser; or (ii) the unitholders have not received a 7.0% cumulative internal rate of return; provided that in no event will such restoration be more than the incentive fees received by the Investment Adviser.
In accordance with GAAP, the Company accrues a hypothetical capital gains incentive fee based upon the cumulative net realized capital gains and realized capital losses and the cumulative net unrealized capital appreciation and unrealized capital depreciation on investments held at the end of each period. Actual amounts paid to the Investment Adviser are consistent with the Investment Management Agreement and are based only on realized capital gains computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis from inception through the end of each calendar year as if the entire portfolio was sold at fair value.
Expense Limitation
Notwithstanding the foregoing, the Investment Adviser has agreed to reduce and/or waive its management fee (the "Specified Expenses Cap") each year such that the Company will not be required to pay Specified Expenses (as defined below) in excess of a maximum aggregate amount in any calendar year (prorated for partial years and portions of years for which each applicable prong of the cap applies) equal to: (1) during the Closing Period, 0.40% of the greater of (A) $750,000 and (B) actual aggregate Capital Commitments as of the end of such calendar year, (2) at the end of the Closing Period until the end of the Investment Period, 0.40% of aggregate Capital Commitments and (3) after the end of the Investment Period, 0.40% of the Company's average Members' Capital for the calendar year. Further, if the actual aggregate Capital Commitments of the Company at the end of the Closing Period are less than $750,000, the prong of the Specified Expenses Cap in clause (1) above will be retroactively adjusted to equal 0.40% of aggregate Capital Commitments at the end of the Closing Period, and the Investment Adviser has agreed to further reduce and/or waive its management fee for the year in which the Closing Period ends in an amount equal to the difference between (A) the amount that would have been required to be waived/reimbursed pursuant to clause (1) above as adjusted and (B) the amount previously waived/reimbursed pursuant to clause (1) above. "Specified Expenses" of the Company means all Company Expenses (as defined under "Fund Expenses" in the limited liability company agreement, as amended and restated on June 10, 2022, the "Second A&R LLC Agreement") incurred in the operation of the Company with the exception of: (i) the management fee, (ii) any incentive fees, (iii) Organizational and Offering Expenses (as defined in the Second A&R LLC Agreement) (which are subject to the Organizational and Offering Expense Cap), (iv)
Placement Fees (as defined in the Second A&R LLC Agreement), (v) interest on and fees and expenses arising out of all Company indebtedness and other financing, (vi) costs of any litigation and damages (including the costs of any indemnity or contribution right granted to any placement agent or third-party finder engaged by the Company or its affiliates) and (vii) for the avoidance of doubt, if applicable, any investor level withholding or other taxes.
If, while the Investment Adviser is the investment adviser to the Company, the annualized Specified Expenses for a given calendar year are less than the Specified Expenses Cap, the Investment Adviser shall be entitled to reimbursement by the Company of the compensation waived and other expenses borne by the Investment Adviser (the "Reimbursement Amount") on behalf of the Company pursuant to the expense limitation and reimbursement agreement between the Company and the Investment Adviser (the "Expense Limitation and Reimbursement Agreement") during any of the previous thirty-six months, and provided that such amount paid to the Investment Adviser will in no event exceed the total Reimbursement Amount and will not include any amounts previously reimbursed. The Reimbursement Amount plus the annualized Specified Expenses for a given calendar year shall not exceed the Specified Expenses Cap. The Investment Adviser may recapture a Specified Expense in any year within the thirty-six month period after the Investment Adviser bears the expense. For the three and nine months ended September 30, 2023, the three months ended September 30, 2022 and for the period from May 9, 2022 (commencement of operations) to September 30, 2022, there have been no reimbursements from the Investment Adviser pursuant to this provision.
The Expense Limitation and Reimbursement Agreement may be amended by mutual agreement of the parties, provided that any amendment that could result in an increase in expenses borne by the Company also must be approved by vote of a majority of the Company's outstanding Units.
The following table summarizes the management fees and incentive fees incurred by the Company for the three and nine months ended September 30, 2023, three months ended September 30, 2022 and for the period from May 9, 2022 (commencement of operations) to September 30, 2022.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 30, 2023 | | September 30, 2022 | | September 30, 2023 | | September 30, 2022(1) |
Management fee | $ | 675 | | | $ | 280 | | | $ | 1,489 | | | $ | 376 | |
Less: management fee waiver | (14) | | | (185) | | | (295) | | | (249) | |
Net management fee | 661 | | | 95 | | | 1,194 | | | 127 | |
Incentive fee, excluding accrued incentive fees on capital gains | $ | 674 | | | $ | 137 | | | $ | 1,454 | | | $ | 137 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
(1) For the nine months ended September 30, 2022, amounts represent the period from May 9, 2022 (commencement of operations) to September 30, 2022.
For the three and nine months ended September 30, 2023, for the three months ended September 30, 2022 and for the period from May 9, 2022 (commencement of operations) to September 30, 2022, no incentive fee on capital gains was accrued or owed under the Investment Management Agreement by the Company, as return of capital distributions, distributions of net investment income and distributions of net realized capital gains to unitholders did not exceed capital contributions.
The Company has entered into an administration agreement with the Administrator (the "Administration Agreement"), under which the Administrator provides administrative services. The Administrator maintains, or oversees the maintenance of, the Company's consolidated financial records, prepares reports filed with the U.S. Securities and Exchange Commission (the "SEC"), generally monitors the payment of the Company's expenses and oversees the performance of administrative and professional services rendered by others. The Administrator has hired a third-party sub-administrator to assist with the provision of administrative services. The Company reimburses the Administrator for the Company's allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to the Company under the Administration Agreement, including compensation of the Company's chief financial officer and chief compliance officer, and their respective staffs. Pursuant to the Administration Agreement and further restricted by the Company, the Administrator may, in its own discretion, submit to the Company for reimbursement some or all of the expenses that the Administrator has incurred on behalf of the Company during any quarterly period. As a result, the amount of expenses for which the Company will have to reimburse the Administrator may fluctuate in future quarterly periods and there can be no assurance given as to when, or if, the Administrator may determine to limit the expenses that the Administrator submits to the Company for reimbursement in the future. The Administrator cannot recoup any expenses that the Administrator has previously waived. For the three and nine months ended September 30, 2023, approximately $190 and $548, respectively, of indirect administrative expenses were included in administrative expenses, of which $95 and $201, respectively, were waived by the Administrator. For the three months ended September 30, 2022 and for the period from May 9, 2022 (commencement of operations) to
September 30, 2022, approximately $175 and $291, respectively, of indirect administrative expenses were included in administrative expenses, none of which were waived by the Administrator. As of September 30, 2023 and December 31, 2022, approximately $95 and $204, respectively, of indirect administrative expenses were included in payable to affiliates.
The Company, the Investment Adviser and the Administrator have also entered into a Trademark License Agreement, as amended (the "Trademark License Agreement"), with New Mountain Capital, pursuant to which New Mountain Capital has agreed to grant the Company, the Investment Adviser and the Administrator a non-exclusive, royalty-free license to use the "New Mountain Capital" name. Under the Trademark License Agreement, subject to certain conditions, the Company, the Investment Adviser and the Administrator will have a right to use the "New Mountain Capital" name, for so long as the Investment Adviser or one of its affiliates remains the investment adviser of the Company. Other than with respect to this limited license, the Company, the Investment Adviser and the Administrator will have no legal right to the "New Mountain Capital" name.
The Investment Adviser and its affiliates may also manage other funds in the future that may have investment mandates that are similar, in whole or in part, to the Company's investment mandates. The Investment Adviser and its affiliates may determine that an investment is appropriate for the Company or for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, the Investment Adviser or its affiliates may determine that the Company should invest side-by-side with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff and consistent with the Investment Adviser's allocation procedures. On October 8, 2019, the SEC issued an exemptive order (the "Exemptive Order") to the Investment Adviser and certain of its affiliates, which superseded a prior order issued on December 18, 2017, which permits the Company to co-invest in portfolio companies with certain funds or entities managed by the Investment Adviser or its affiliates in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act, subject to the conditions of the Exemptive Order. Pursuant to the Exemptive Order, the Company is permitted to co-invest with its affiliates if a "required majority" (as defined in Section 57(o) of the 1940 Act) of the Company's directors who are not "interested persons," as that term is defined in Section 2(a)(19) of the 1940 Act (the "Independent Directors"), make certain conclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the potential co-investment transaction, including the consideration to be paid, are reasonable and fair to the Company and its unitholders and do not involve overreaching in respect of the Company or its unitholders on the part of any person concerned, and (2) the potential co-investment transaction is consistent with the interests of the Company's unitholders and is consistent with its then-current investment objective and strategies.
In addition, pursuant to an exemptive order issued by the SEC on April 8, 2020 and applicable to all BDCs through December 31, 2020 (the "Temporary Relief"), the Company was permitted, subject to the satisfaction of certain conditions, to complete follow-on investments in its existing portfolio companies with certain affiliates that are private funds if such private funds did not previously hold an investment in such existing portfolio company. Without the Temporary Relief, such private funds would not be able to participate in such follow-on investments with the Company unless the private funds had previously acquired securities of the portfolio company in a co-investment transaction with the Company. Although the Temporary Relief expired on December 31, 2020, the SEC’s Division of Investment Management had indicated that until March 31, 2022, it would not recommend enforcement action, to the extent that any BDC with an existing co-investment order continued to engage in certain transactions described in the Temporary Relief, pursuant to the same terms and conditions described therein. The Temporary Relief is no longer effective; however, on August 30, 2022, New Mountain Finance Corporation, an affiliate of the Company and the Investment Adviser, and certain other affiliated applicants, received an Order from the SEC that amended its existing Exemptive Order to permit the applicants, including Future Regulated Funds (as defined in the Exemptive Order) such as the Company, to continue to complete follow-on investments in its existing portfolio companies with certain affiliates that are private funds if such private funds do not hold an investment in such existing portfolio company, subject to certain conditions.
Note 6. Borrowings
BMO Subscription Line—On May 9, 2022, the Company entered into a Loan Authorization Agreement with BMO Bank N.A. (formerly known as BMO Harris Bank N.A., "BMO") (as amended, from time to time, and most recently amended on October 25, 2023, the "Loan Authorization Agreement"), which allows the Company to borrow on a revolving credit basis an aggregate principal amount which cannot exceed $200,000 (the "BMO Subscription Line"). All outstanding borrowings under the BMO Subscription Line are due on BMO's demand within 15 business days or the earliest to occur on the date (x) 6 months after each advance date and (y) on the date 30 days prior to the termination of the Investment Period, which varies throughout the period. The BMO Subscription Line is collateralized by the unfunded Capital Commitments of each of the Company's unitholders. All fees associated with the origination and amendment of the BMO Subscription Line are capitalized on the Consolidated Statements of Assets, Liabilities and Members' Capital and amortized and charged against income as other financing costs over the life of the BMO Subscription Line. The BMO Subscription Line bears interest at the greater of the prime commercial rate minus 0.25% per annum or the Secured Overnight Financing Rate ("SOFR") Quoted Rate (as defined below) for such day plus 2.50% per annum. SOFR Quoted Rate means as of any day of determination, 3-month Term SOFR on
the date that is two U.S. Government Securities Business Days prior to such day of determination as such rate is published by the Term SOFR Administrator plus a credit spread adjustment of 0.15%.
The following table summarizes the interest expense and amortization of financing costs incurred on the BMO Subscription Line for three and nine months ended September 30, 2023, three months ended September 30, 2022, and the period from May 9, 2022 (commencement of operations) to September 30, 2022:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 30, 2023 | | September 30, 2022 | | September 30, 2023 | | September 30, 2022(1) |
Interest expense | $ | 1,160 | | | $ | 388 | | | $ | 3,440 | | | $ | 417 | |
| | | | | | | |
Amortization of financing costs | 11 | | | 4 | | | 20 | | | 7 | |
Weighted average interest rate | 8.2 | % | | 5.5 | % | | 7.8 | % | | 5.4 | % |
Effective interest rate | 8.2 | % | | 5.6 | % | | 7.9 | % | | 5.5 | % |
Average debt outstanding | $ | 56,390 | | | $ | 27,878 | | | $ | 58,655 | | | $ | 19,368 | |
(1) For the nine months ended September 30, 2022, amounts represent the period from May 9, 2022 (commencement of operations) to September 30, 2022.
As of September 30, 2023 and December 31, 2022, the outstanding balance on the BMO Subscription Line was $0 and $53,700, respectively, and the Company was in compliance with the applicable covenants under the Loan Authorization Agreement on such dates.
UBS Credit Facility—On January 25, 2023, the Company's wholly-owned subsidiary, GIV SPV, entered into the Loan and Security Agreement (as amended, from time to time, and most recently amended on June 28 2023, the "Loan and Security Agreement") as the borrower, the Company as collateral manager and equityholder, the lenders from time to time party thereto, UBS AG London Branch ("UBS"), as the administrative agent, U.S. Bank Trust Company, National Association as the collateral agent, and U.S. Bank National Association as the document custodian, which is structured as a secured revolving credit facility (the "UBS Credit Facility"). The UBS Credit Facility will mature on January 25, 2028 and has a maximum facility amount of $250,000. Under the UBS Credit Facility, GIV SPV is permitted to borrow up to 30.0%, 40.0%, 50.0%, 65.0%, 70.0% or 75.0% of the purchase price of pledged assets, subject to approval by UBS. The UBS Credit Facility is collateralized by all of the investments of GIV SPV on an investment by investment basis. All fees associated with the origination, amending or upsizing of the UBS Credit Facility are capitalized on the Company's Consolidated Statements of Assets, Liabilities and Members' Capital and charged against income as other financing expenses over the life of the UBS Credit Facility. The UBS Credit Facility contains certain customary affirmative and negative covenants and events of default. The covenants are generally not tied to mark to market fluctuations in the prices of GIV SPV investments, but rather to the performance of the underlying portfolio companies.
The UBS Credit Facility bears interest at a rate of Term SOFR plus 2.85% per annum. The UBS Credit Facility also charges a non-usage fee, based on the unused facility amount multiplied by the Non-Usage Fee Rate (as defined in the Loan and Security Agreement).
For the three months ended September 30, 2023, interest expense, non-usage fee and amortization of financing costs incurred on the UBS Credit Facility were $2,358, $172 and $89, respectively. The weighted average interest rate and effective interest rate on the UBS Credit Facility for the three months ended September 30, 2023 were 8.1% and 9.1%, respectively. For the nine months ended September 30, 2023, interest expense, non-usage fee and amortization of financing costs incurred on the UBS Credit Facility were $4,204, $592 and $239, respectively. The weighted average interest rate and effective interest rate on the UBS Credit Facility for the nine months ended September 30, 2023 were 8.0% and 10.2%, respectively.
As of September 30, 2023, the outstanding balance on the UBS Credit Facility was $125,000, and the Company was in compliance with the applicable covenants under the Loan and Security Agreement on such date.
Leverage risk factors—The Company utilizes and may utilize leverage to the maximum extent permitted by the law for investment and other general business purposes. The Company's lenders will have fixed dollar claims on certain assets that are superior to the claims of the Company's common unitholders, and the Company would expect such lenders to seek recovery against these assets in the event of a default. The use of leverage also magnifies the potential for gain or loss on amounts invested. Leverage may magnify interest rate risk (particularly on the Company's fixed-rate investments), which is the risk that the prices of portfolio investments will fall or rise if market interest rates for those types of securities rise or fall. As a result, leverage may cause greater changes in the Company's members' capital. Similarly, leverage may cause a sharper decline in the Company's income than if the Company had not borrowed. Such a decline could negatively affect the Company's ability to make distributions to its unitholders. Leverage is generally considered a speculative investment technique. The Company's
ability to service any debt incurred will depend largely on financial performance and will be subject to prevailing economic conditions and competitive pressures.
Note 7. Regulation
The Company has elected to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code with the filing of its tax return for the year ending December 31, 2022, and thereafter intends to comply with the requirements to continue to qualify and maintain its status as a RIC annually. In order to continue to qualify and be subject to tax treatment as a RIC for U.S. federal income tax purposes, among other things, the Company is generally required to timely distribute to its unitholders at least 90.0% of its investment company taxable income, as defined by the Code, for each year. The Company, among other things, intends to make and will continue to make the requisite timely distributions to its unitholders, and as such, the Company will generally be relieved from U.S. federal, state, and local income taxes (excluding excise taxes which may be imposed under the Code).
Additionally, as a BDC, the Company must not acquire any assets other than "qualifying assets" as defined in Section 55(a) of the 1940 Act unless, at the time the acquisition is made, at least 70.0% of its total assets are qualifying assets (with certain limited exceptions). In addition, the Company must offer to make available to all "eligible portfolio companies" (as defined in the 1940 Act) significant managerial assistance.
Note 8. Commitments and Contingencies
In the normal course of business, the Company may enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Company may also enter into future funding commitments such as revolving credit facilities, bridge financing commitments or delayed draw commitments. As of September 30, 2023, the Company had unfunded commitments on revolving credit facilities of $12,426, no outstanding bridge financing commitments, and other future funding commitments of $79,853. As of December 31, 2022, the Company had unfunded commitments on revolving credit facilities of $5,939, no outstanding bridge financing commitments, and other future funding commitments of $30,263. The unfunded commitments on revolving credit facilities and delayed draws are disclosed on the Company's Consolidated Schedules of Investments.
The Company also had revolving borrowings available under the BMO Subscription Line and the UBS Credit Facility as of September 30, 2023 and had revolving borrowings available under the BMO Subscription Line as of December 31, 2022. See Note 6. Borrowings, for details.
The Company may from time to time enter into financing commitment letters. As of September 30, 2023 and December 31, 2022, the Company had commitment letters to purchase investments in the aggregate par amount of $7,988 and $33,881, respectively, which could require funding in the future.
Note 9. Members' Capital
The following table summarizes the total Units issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the nine months ended September 30, 2023.
| | | | | | | | | | | | | | | | | | | | |
Drawdown Date | | Unit Issue Date | | Units Issued | | Aggregate Offering Price |
February 23, 2023 | | March 9, 2023 | | 982,500 | | | $ | 9,825 | |
June 30, 2023 | | July 17, 2023 | | 862,500 | | | 8,625 | |
July 24, 2023 | | August 7, 2023 | | 1,554,250 | | | 15,542 | |
August 23, 2023 | | September 7, 2023 | | 12,600,000 | | | 126,000 | |
| | | | | | |
| | | | 15,999,250 | | | $ | 159,992 | |
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The following table summarizes the total Units issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the period from March 18, 2022 (inception) to September 30, 2022.
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Drawdown Date | | Unit Issue Date | | Units Issued | | Aggregate Offering Price |
April 25, 2022 | | April 25, 2022 | | 100 | | | $ | 1 | |
May 9, 2022 | | May 23, 2022 | | 1,599,900 | | | 15,999 | |
June 14, 2022 | | June 29, 2022 | | 358,000 | | | 3,580 | |
June 24, 2022 | | June 29, 2022 | | 500,000 | | | 5,000 | |
August 22, 2022 | | September 6, 2022 | | 1,520,000 | | | 15,200 | |
| | | | 3,978,000 | | | $ | 39,780 | |
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| | | | | | |
The following table reflects the distributions declared on the Company's common units for the nine months ended September 30, 2023.
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Date Declared | | Record Date | | Payment Date | | Per Unit Amount |
March 2, 2023 | | March 8, 2023 | | April 20, 2023 | | $ | 0.175 | |
March 30, 2023 | | March 31, 2023 | | April 20, 2023 | | 0.150 | |
June 26, 2023 | | June 29, 2023 | | July 20, 2023 | | 0.270 | |
August 30, 2023 | | September 6, 2023 | | October 20, 2023 | | 0.250 | |
September 27, 2023 | | September 28, 2023 | | October 20, 2023 | | 0.060 | |
| | | | | | $ | 0.905 | |
The following table reflects the distributions declared on the Company's common units for the period from May 9, 2022 (commencement of operations) to September 30, 2022.
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Date Declared | | Record Date | | Payment Date | | Per Unit Amount |
June 27, 2022 | | June 28, 2022 | | July 20, 2022 | | $ | 0.110 | |
September 1, 2022 | | September 5, 2022 | | October 20, 2022 | | 0.250 | |
September 28, 2022 | | September 29, 2022 | | October 20, 2022 | | 0.120 | |
| | | | | | |
| | | | | | |
| | | | | | $ | 0.480 | |
Note 10. Earnings (Loss) Per Unit
The following information sets forth the computation of basic net increase (decrease) in the Company's members' capital per unit resulting from operations for the three and nine months ended September 30, 2023, for the three months ended September 30, 2022, and for the period from May 9, 2022 (commencement of operations) to September 30, 2022:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 30, 2023 | | September 30, 2022 | | September 30, 2023 | | September 30, 2022(1) |
Earnings (Loss) per unit—basic & diluted | | | | | | | |
Numerator for basic & diluted earnings (loss) per unit: | $ | 8,287 | | | $ | 125 | | | $ | 16,151 | | | $ | (432) | |
Denominator for basic & diluted weighted average unit: | 13,436,959 | | | 2,871,043 | | | 9,928,134 | | | 2,263,817 | |
Basic & diluted earnings (loss) per unit: | $ | 0.62 | | | $ | 0.04 | | | $ | 1.63 | | | $ | (0.19) | |
(1) For the nine months ended September 30, 2022, amounts represent the period from May 9, 2022 (commencement of operations) to September 30, 2022.
Note 11. Financial Highlights
The following information sets forth the Company's financial highlights for the nine months ended September 30, 2023 and for the period from May 9, 2022 (commencement of operations) to September 30, 2022.
| | | | | | | | | | | | | |
| Nine Months Ended | | |
| September 30, 2023 | | September 30, 2022(1) | | |
Per unit data(2): | | | | | |
Members' capital, December 31, 2022 and May 9, 2022 (commencement of operations), respectively | $ | 9.77 | | | $ | 10.00 | | | |
Net investment income (loss) | 0.83 | | | 0.20 | | | |
Net realized and unrealized gains (losses)(3) | 0.54 | | | (0.15) | | | |
Total net increase (decrease) | 1.37 | | | 0.05 | | | |
| | | | | |
| | | | | |
Distributions declared to unitholders from net investment income | (0.91) | | | (0.48) | | | |
| | | | | |
| | | | | |
Members' capital, September 30, 2023 and September 30, 2022, respectively | $ | 10.23 | | | $ | 9.57 | | | |
Total return based on members' capital(4) | 14.43 | % | | 0.52 | % | | |
Units outstanding at end of period | 23,525,081 | | | 3,978,000 | | | |
Average weighted units outstanding for the period | 9,928,134 | | | 2,263,817 | | | |
Average members' capital for the period | $ | 98,831 | | | $ | 22,161 | | | |
Ratio to average members' capital: | | | | | |
Net investment income(5) | 11.48 | % | | 11.19 | % | | |
Total expenses, before waivers(5) | 18.87 | % | | 22.46 | % | | |
Total expenses, net of waivers(5) | 18.20 | % | | 19.63 | % | | |
| | | | | |
| | | | | |
Average debt outstanding—BMO Subscription Line | $ | 58,655 | | | $ | 19,368 | | | |
Average debt outstanding—UBS Credit Facility | 71,530 | | | N/A | | |
Asset coverage ratio | 292.49 | % | | 166.07 | % | | |
Portfolio turnover | 0.95 | % | | 0.17 | % | | |
| | | | | |
Capital Commitments | $ | 670,850 | | | $ | 198,900 | | | |
Funded Capital Commitments | $ | 234,798 | | | $ | 39,780 | | | |
% of Capital Commitments funded | 35.00 | % | | 20.00 | % | | |
(1)For the nine months ended September 30, 2022, amounts represent the period from May 9, 2022 (commencement of operations) to September 30, 2022.
(2)Per unit data is based on weighted average units outstanding for the respective period (except for distributions declared to unitholders, which are based on actual rate per unit).
(3)The total amount shown may not correspond with the aggregate amount for the period, as it includes the effect of the timing of capital transactions which, for the nine months ended September 30, 2023 and for the period from May 9, 2022 (commencement of operations) to September 30, 2022, was $(0.26) and $0.24, respectively.
(4)Total return is calculated assuming a purchase price at members' capital per Unit on the first day of the year and a sale at members' capital per Unit on the last day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at members' capital per Unit on the last day of the respective quarter. Total return calculation is not annualized.
(5)Annualized, except organizational and offering costs.
N/A Not applicable
Note 12. Recent Accounting Standards Updates
In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The standard was effective as of March 12, 2020 through December 31, 2022. Management is currently evaluating the impact of the optional guidance on the Company's consolidated financial statements and disclosures. The Company did not utilize the optional expedients and exceptions provided by ASU 2020-04 during the three and nine months ended September 30, 2023. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which deferred the sunset day of this guidance to December 31, 2024. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
In December 2020, the U.S. Securities and Exchange Commission (the "SEC") adopted a rule providing a framework for fund valuation practices. Rule 2a-5 under the 1940 Act ("Rule 2a-5") establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 permits boards, subject to board oversight and certain other conditions, to designate certain parties to perform fair value determinations. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must determine the fair value of a security. The SEC also adopted Rule 31a-4 under the 1940 Act ("Rule 31a-4"), which provides the recordkeeping requirements associated with fair value determinations. Finally, the SEC rescinded previously issued guidance on related issues, including the role of the board in determining fair value and the accounting and auditing of fund investments. Rule 2a-5 and Rule 31a-4 became effective on March 8, 2021, and had a compliance date of September 8, 2022. While the Company's board of directors has not elected to designate the Investment Adviser as the valuation designee, the Company has adopted certain revisions to its valuation policies and procedures in order comply with the applicable requirements of Rule 2a-5 and Rule 31a-4.
Note 13. Subsequent Events
On October 25, 2023, the Company entered into an amendment to the Loan Authorization Agreement by and between the Company and BMO, which increased the maximum amount of borrowings available under the BMO Subscription Line from $111,129 to $200,000.
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| Deloitte & Touche LLP 30 Rockefeller Plaza New York, NY 10112 USA Tel: 212 492 4000 Fax: 212 489 1687 www.deloitte.com |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Unitholders and the Board of Directors of New Mountain Guardian IV BDC, L.L.C.
Results of Review of Interim Financial Information
We have reviewed the accompanying consolidated statement of assets, liabilities and members’ capital of New Mountain Guardian IV BDC, L.L.C. and subsidiaries (the "Company"), including the consolidated schedule of investments, as of September 30, 2023, and the related consolidated statements of operations and changes in members’ capital for the three-month periods ended September 30, 2023 and 2022, the nine-month period ended September 30, 2023 and the period from May 9, 2022 (commencement of operations) to September 30, 2022, the consolidated statements of cash flows for the nine-month period ended September 30, 2023 and the period from May 9, 2022 (commencement of operations) to September 30, 2022, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of assets, liabilities and members’ capital of the Company, including the consolidated schedule of investments, as of December 31, 2022, and the related consolidated statements of operations, changes in members’ capital and cash flows for the period from May 9, 2022 (commencement of operations) to December 31, 2022 (not presented herein); and in our report dated March 10, 2023, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of assets, liabilities, and members’ capital as of December 31, 2022, is fairly stated, in all material respects, in relation to the consolidated statement of assets, liabilities and members’ capital from which it has been derived.
Basis for Review Results
This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ DELOITTE & TOUCHE
November 13, 2023
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The information in management's discussion and analysis of financial condition and results of operations relates to New Mountain Guardian IV BDC, L.L.C., including its wholly-owned direct subsidiaries (collectively, "we", "us", "our", "GIV" or the "Company").
Forward-Looking Statements
The information contained in this section should be read in conjunction with the financial data and consolidated financial statements and notes thereto appearing elsewhere in this report. Some of the statements in this report (including in the following discussion) constitute forward-looking statements, which relate to future events or our future performance or our financial condition. The forward-looking statements contained in this section involve a number of risks and uncertainties, including:
•statements concerning the impact of a protracted decline in the liquidity of credit markets;
•the general economy, including interest and inflation rates;
•the impact of interest rate volatility, including the replacement of LIBOR with alternate rates and rising interest rates, on our business and our portfolio companies;
•our future operating results, our business prospects, and the adequacy of our cash resources and working capital;
•the ability of our portfolio companies to achieve their objectives;
•our ability to make investments consistent with our investment objectives, including with respect to the size, nature and terms of our investments;
•the ability of New Mountain Finance Advisers BDC, L.L.C. (the "Investment Adviser") or its affiliates to attract and retain highly talented professionals;
•actual and potential conflicts of interest with the Investment Adviser and New Mountain Capital Group, L.P. (together with New Mountain Capital, L.L.C. and its affiliates, "New Mountain Capital") whose ultimate owners include Steven B. Klinsky, other current and former New Mountain Capital professionals and related vehicles and a minority investor; and
•the risk factors set forth in Item 1A.—Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2022 and in this Quarterly Report on Form 10-Q.
Forward-looking statements are identified by their use of such terms and phrases such as "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "plan", "potential", "project", "seek", "should", "target", "will", "would" or similar expressions. Actual results could differ materially from those projected in the forward-looking statements for any reason, including the factors set forth in Item 1A.—Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2022 and in this Quarterly Report on Form 10-Q.
We have based the forward-looking statements included in this report on information available to us on the date of this report. We assume no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Although we undertake no obligation to revise or update any forward-looking statements, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the U.S. Securities and Exchange Commission (the "SEC"), including annual reports on Form 10-K, registration statements on Form 10, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview
We are a Delaware limited liability company formed on March 18, 2022. We are a closed-end, non-diversified management investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). We have elected to be treated for U.S. federal income tax purposes, and intend to comply with the requirements to qualify annually thereafter, as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
The Investment Adviser is a wholly-owned subsidiary of New Mountain Capital. New Mountain Capital is a global investment firm with approximately $45 billion of assets under management and a track record of investing in the middle market. New Mountain Capital focuses on investing in defensive growth companies across its private equity, credit and net lease investment strategies. The Investment Adviser manages our day-to-day operations and provides us with investment advisory and management services. The Investment Adviser also manages other funds that may have investment mandates that are similar, in whole or in part, to ours. New Mountain Finance Administration, L.L.C. (the "Administrator"), a wholly-owned
subsidiary of New Mountain Capital, provides the administrative services necessary to conduct our day-to-day operations. The Administrator has hired a third-party sub-administrator to assist with the provision of administrative services.
We conducted a private offering (the "Private Offering") of units of our limited liability company interests (the "Units") to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Units will be offered for subscription continuously throughout the Closing Period (as defined below). Each investor in the Private Offering made a capital commitment (each, a "Capital Commitment") to purchase Units pursuant to a subscription agreement entered into with us (a "Subscription Agreement"). We expect closings of the Private Offering will occur, from time to time, in the Investment Adviser's sole discretion, during the 24-month period following the initial closing of Capital Commitments, which occurred on May 4, 2022 (the "Closing Period"). We may accept and draw down on Capital Commitments from investors throughout the Closing Period and may draw down on Capital Commitments after the Closing Period. We commenced our loan origination and investment activities contemporaneously with the initial drawdown from investors in the Private Offering, which occurred on May 9, 2022 (the "Initial Drawdown"). The investment period began on May 4, 2022 and will continue until May 4, 2028, the four-year anniversary of the Closing Period (the "Investment Period"). Our term is until May 4, 2030, six years from the end of the Closing Period, subject to (i) a one year extension as determined by the Investment Adviser in its sole discretion and (ii) an additional one year extension as determined by our board of directors.
We established New Mountain Guardian IV SPV, L.L.C. ("GIV SPV") on July 26, 2022 as a wholly-owned direct subsidiary, whose assets are used to secure GIV SPV's credit facility. We established New Mountain Guardian IV Issuer SPV, L.L.C. ("GIV Issuer SPV") on October 28, 2022 as a wholly-owned direct subsidiary. As of September 30, 2023, there were no assets held by GIV Issuer SPV. We established New Mountain Guardian IV Panzura, Inc. ("GIV Panzura") as a wholly-owned direct subsidiary, which is treated as a corporation for U.S. federal income tax purposes and is intended to facilitate our compliance with the requirements to be treated as a RIC under the Code by holding equity or equity-like investments in one of our portfolio companies organized as a limited liability company (or other form of pass-through entities); we consolidate the corporation for accounting purposes but the corporation is not consolidated for U.S. federal income tax purposes and may incur U.S. federal income tax expense as a result of our ownership of the portfolio company.
We are focused on providing direct lending solutions to U.S. upper middle market companies backed by top private equity sponsors. Our investment objective is to generate current income and capital appreciation through the sourcing and origination of senior secured loans and select junior capital positions to growing businesses in defensive industries that offer attractive risk-adjusted returns. Our differentiated investment approach leverages the deep sector knowledge and operating resources of New Mountain Capital.
We primarily invest in senior secured debt of U.S. sponsor-backed, middle market companies, defined by annual EBITDA of $10.0 million to $200.0 million. Our focus is on defensive growth businesses that generally exhibit the following characteristics: (i) acyclicality, (ii) sustainable secular growth drivers, (iii) niche market dominance and high barriers to competitive entry, (iv) recurring revenue and strong free cash flow, (v) flexible cost structures and (vi) seasoned management teams.
Senior secured loans may include traditional first lien loans or unitranche loans. We invest a significant portion of our portfolio in unitranche loans, which are loans that combine both senior and subordinated debt, generally in a first-lien position. Because unitranche loans combine characteristics of senior and subordinated debt, they have risks similar to the risks associated with secured debt and subordinated debt. Certain unitranche loan investments may include "last-out" positions, which generally heighten the risk of loss. In some cases, our investments may also include equity interests.
As of September 30, 2023, our top five industry concentrations were software, business services, healthcare, education and food & beverage.
As of September 30, 2023, our members' capital was approximately $240.6 million and our portfolio had a fair value of approximately $349.0 million in 57 portfolio companies.
Recent Developments
On October 25, 2023, we entered into an amendment to the Loan Authorization Agreement by and between us and BMO Bank N.A. (formerly known as BMO Harris Bank N.A., "BMO"), which increased the maximum amount of borrowings available under the BMO Subscription Line from $111.1 million to $200.0 million.
Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following items as critical accounting estimates.
Basis of Accounting
We consolidate our wholly-owned direct subsidiaries GIV SPV, GIV Issuer SPV and GIV Panzura. We are an investment company following accounting and reporting guidance as described in Accounting Standards Codification Topic 946, Financial Services—Investment Companies ("ASC 946").
Valuation and Leveling of Portfolio Investments
At all times, consistent with GAAP and the 1940 Act, we conduct a valuation of our assets, which impacts our members' capital.
We value our assets on a quarterly basis, or more frequently if required under the 1940 Act. In all cases, our board of directors is ultimately and solely responsible for determining the fair value of our portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded, those whose market prices are not readily available and any other situation where our portfolio investments require a fair value determination. Security transactions are accounted for on a trade date basis. Our quarterly valuation procedures are set forth in more detail below:
(1)Investments for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from independent pricing services.
(2)Investments for which indicative prices are obtained from various pricing services and/or brokers or dealers are valued through a multi-step valuation process, as described below, to determine whether the quote(s) obtained is representative of fair value in accordance with GAAP.
a. Bond quotes are obtained through independent pricing services. Internal reviews are performed by the investment professionals of the Investment Adviser to ensure that the quote obtained is representative of fair value in accordance with GAAP and, if so, the quote is used. If the Investment Adviser is unable to sufficiently validate the quote(s) internally and if the investment's par value or its fair value exceeds the materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below); and
b. For investments other than bonds, we look at the number of quotes readily available and perform the following procedures:
i. Investments for which two or more quotes are received from a pricing service are valued using the mean of the mean of the bid and ask of the quotes obtained. We will evaluate the reasonableness of the quote, and if the quote is determined to not be representative of fair value, we will use one or more of the methodologies outlined below to determine fair value; and
ii. Investments for which one quote is received from a pricing service are validated internally. The investment professionals of the Investment Adviser analyze the market quotes obtained using an array of valuation methods (further described below) to validate the fair value. If the Investment Adviser is unable to sufficiently validate the quote internally and if the investment's par value or its fair value exceeds the materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below).
(3)Investments for which quotations are not readily available through exchanges, pricing services, brokers or dealers are valued through a multi-step valuation process:
a. Each portfolio company or investment is initially valued by the investment professionals of the Investment Adviser responsible for the credit monitoring;
b. Preliminary valuation conclusions will then be documented and discussed with our senior management;
c. If an investment falls into (3) above for four consecutive quarters and if the investment's par value or its fair value exceeds the materiality threshold, then at least once each fiscal year, the valuation for each portfolio investment for which we do not have a readily available market quotation will be reviewed by an independent valuation firm engaged by our board of directors; and
d. When deemed appropriate by our management, an independent valuation firm may be engaged to review and value investment(s) of a portfolio company, without any preliminary valuation being performed by the Investment Adviser. The investment professionals of the Investment Adviser will review and validate the value provided.
For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of a commitment not completely funded may result in a negative fair value until it is called and funded.
The values assigned to investments are based upon available information and do not necessarily represent amounts which might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined until the individual positions are liquidated. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period and the fluctuations could be material.
GAAP fair value measurement guidance classifies the inputs used in measuring fair value into three levels as follows:
Level I—Quoted prices (unadjusted) are available in active markets for identical investments and we have the ability to access such quotes as of the reporting date. The type of investments which would generally be included in Level I include active exchange-traded equity securities and exchange-traded derivatives. As required by Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), we, to the extent that we hold such investments, do not adjust the quoted price for these investments, even in situations where we hold a large position and a sale could reasonably impact the quoted price.
Level II—Pricing inputs are observable for the investments, either directly or indirectly, as of the reporting date, but are not the same as those used in Level I. Level II inputs include the following:
•Quoted prices for similar assets or liabilities in active markets;
•Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);
•Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including foreign exchange forward contracts); and
•Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.
Level III—Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment.
The inputs used to measure fair value may fall into different levels. In all instances when the inputs fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level of input that is significant to the fair value measurement in its entirety. As such, a Level III fair value measurement may include inputs that are both observable and unobservable. Gains and losses for such assets categorized within the Level III table below may include changes in fair value that are attributable to both observable inputs and unobservable inputs.
The inputs into the determination of fair value require significant judgment or estimation by management and consideration of factors specific to each investment. A review of the fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in the transfer of certain investments within the fair value hierarchy from period to period.
See Item 1.—Financial Statements—Note 4. Fair Value in this Quarterly Report on Form 10-Q for additional information on fair value hierarchy as of September 30, 2023.
We generally use the following framework when determining the fair value of investments where there is little, if any, market activity or observable pricing inputs. We typically determine the fair value of our performing debt investments utilizing an income approach. Additional consideration is given using a market based approach, as well as reviewing the overall underlying portfolio company's performance and associated financial risks. The following outlines additional details on the approaches considered:
Company Performance, Financial Review, and Analysis: Prior to investment, as part of our due diligence process, we evaluate the overall performance and financial stability of the portfolio company. Post investment, we analyze each portfolio company's current operating performance and relevant financial trends versus prior year and budgeted results, including, but not limited to, factors affecting its revenue and EBITDA growth, margin trends, liquidity position, covenant compliance and changes to its capital structure. We also attempt to identify and subsequently track any developments at the portfolio company,
within its customer or vendor base or within the industry or the macroeconomic environment, generally, that may alter any material element of our original investment thesis. This analysis is specific to each portfolio company. We leverage the knowledge gained from our original due diligence process, augmented by this subsequent monitoring, to continually refine our outlook for each of our portfolio companies and ultimately form the valuation of our investment in each portfolio company. When an external event such as a purchase transaction, public offering or subsequent sale occurs, we will consider the pricing indicated by the external event to corroborate the private valuation.
For debt investments, we may employ the Market Based Approach (as described below) to assess the total enterprise value of the portfolio company, in order to evaluate the enterprise value coverage of our debt investment. For equity investments or in cases where the Market Based Approach implies a lack of enterprise value coverage for the debt investment, we may additionally employ a discounted cash flow analysis based on the free cash flows of the portfolio company to assess the total enterprise value. After enterprise value coverage is demonstrated for our debt investments through the method(s) above, the Income Based Approach (as described below) may be employed to estimate the fair value of the investment.
Market Based Approach: We may estimate the total enterprise value of each portfolio company by utilizing EBITDA or revenue multiples of publicly traded comparable companies and comparable transactions. We consider numerous factors when selecting the appropriate companies whose trading multiples are used to value our portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, and relevant risk factors, as well as size, profitability and growth expectations. We may apply an average of various relevant comparable company EBITDA or revenue multiples to the portfolio company's latest twelve month ("LTM") EBITDA or revenue or projected EBITDA or revenue to calculate the enterprise value of the portfolio company. Significant increases or decreases in the EBITDA or revenue multiples will result in an increase or decrease in enterprise value, which may result in an increase or decrease in the fair value estimate of the investment.
Income Based Approach: We also may use a discounted cash flow analysis to estimate the fair value of the investment. Projected cash flows represent the relevant security's contractual interest, fee and principal payments plus the assumption of full principal recovery at the investment's expected maturity date. These cash flows are discounted at a rate established utilizing a combination of a yield calibration approach and a comparable investment approach. The yield calibration approach incorporates changes in the credit quality (as measured by relevant statistics) of the portfolio company, as compared to changes in the yield associated with comparable credit quality market indices, between the date of origination and the valuation date. The comparable investment approach utilizes and average yield-to-maturity of a selected set of high-quality, liquid investments to determine a comparable investment discount rate. Significant increases or decreases in the discount rate would result in a decrease or increase in the fair value measurement.
See Item 1.—Financial Statements—Note 4. Fair Value in this Quarterly Report on Form 10-Q for additional information on unobservable inputs used in the fair value measurement of our Level III investments as of September 30, 2023.
Revenue Recognition
Sales and paydowns of investments: Realized gains and losses on investments are determined on the specific identification method.
Interest and dividend income: Interest income, including amortization of premium and discount using the effective interest method, is recorded on the accrual basis and periodically assessed for collectability. Interest income also includes interest earned from cash on hand. Upon the prepayment of a loan or debt security, any prepayment penalties are recorded as part of interest income. We have loans and certain preferred equity investments in the portfolio that contain a payment-in-kind ("PIK") interest or dividend provision. PIK interest and dividends are accrued and recorded as income at the contractual rates, if deemed collectible. The PIK interest and dividends are added to the principal balance on the capitalization date and are generally due at maturity or when redeemed by the issuer. For both the three and nine months ended September 30, 2023, we recognized PIK dividends from investments of less than $80 thousand, and PIK interest from investments of $0.7 million and $1.0 million, respectively. For both the three months ended September 30, 2022 and the period from May 9, 2022 (commencement of operations) to September 30, 2022, we recognized PIK dividends from investments of less than $30 thousand, and no PIK interest from investments.
Dividend income on preferred securities is recorded as dividend income on an accrual basis to the extent that such amounts are deemed collectible.
Non-accrual income: Investments are placed on non-accrual status when principal or interest payments are past due for 30 days or more and when there is reasonable doubt that principal or interest will be collected. Accrued cash and un-capitalized PIK interest or dividends are reversed when an investment is placed on non-accrual status. Previously capitalized PIK interest or dividends are not reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management's judgment of the ultimate collectability. Non-accrual investments are restored to accrual status when past due principal and interest is paid and,
in management's judgment, are likely to remain current. As of September 30, 2023 and December 31, 2022, no investments were on non-accrual status.
Fee income: Fee income represents delayed compensation, revolver fees, amendment fees, assignment fees, upfront fees and other miscellaneous fees received and are typically non-recurring in nature. Delayed compensation is income earned from counterparties on trades that do not settle within a set number of business days after the trade date. Fee income may also include fees from bridge loans. We may from time to time enter into bridge financing commitments, an obligation to provide interim financing to a counterparty until permanent credit can be obtained. These commitments are short-term in nature and may expire unfunded. A fee is received by us for providing such commitments. Structuring fees and upfront fees are recognized as income when earned, usually when paid at the closing of the investment, and are non-refundable. Income received in exchange for the provision of services such as recurring administration services are also recognized as fee income in the period in which it was earned.
Monitoring of Portfolio Investments
We monitor the performance and financial trends of our portfolio companies on at least a quarterly basis. We attempt to identify any developments within the portfolio company, the industry or the macroeconomic environment that may alter any material element of our original investment strategy. Our portfolio monitoring procedures are designed to provide a simple yet comprehensive analysis of our portfolio companies based on their operating performance and underlying business characteristics, which in turn forms the basis of its Risk Rating (as defined below).
We use an investment risk rating system to characterize and monitor the credit profile and expected level of returns on each investment in the portfolio. As such, we assign each investment a composite score ("Risk Rating") based on two metrics – 1) Operating Performance and 2) Business Characteristics:
•Operating Performance assesses the health of the investment in context of its financial performance and the market environment it faces. The metric is expressed in Tiers of "1" to "4", with "1" being the worst and "4" being the best:
◦Tier 1 – Severe business underperformance and/or severe market headwinds
◦Tier 2 – Significant business underperformance and/or significant market headwinds
◦Tier 3 – Moderate business underperformance and/or moderate market headwinds
◦Tier 4 – Business performance is in-line with or above expectations
•Business Characteristics assesses the health of the investment in context of the underlying portfolio company's business and credit quality, the underlying portfolio company's current balance sheet, and the level of support from the equity sponsor. The metric is expressed as on a qualitative scale of "A" to "C", with "A" being the best and "C" being the worst.
The Risk Rating for each investment is a composite of these two metrics. The Risk Rating is expressed in categories of Red, Orange, Yellow and Green, with Red reflecting an investment performing materially below expectations and Green reflecting an investment that is in-line with or above expectations. The mapping of the composite scores to these categories are below:
•Red – 1C (e.g., Tier 1 for Operating Performance and C for Business Characteristics)
•Orange – 2C and 1B
•Yellow – 3C, 2B, and 1A
•Green – 4C, 3B, 2A, 4B, 3A, and 4A
The following table shows the Risk Ratings of our portfolio companies as of September 30, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(in millions) | | As of September 30, 2023 |
Risk Rating | | Cost | | Percent | | Fair Value | | Percent |
Red | | $ | — | | | — | % | | $ | — | | | — | % |
Orange | | — | | | — | % | | — | | | — | % |
Yellow | | — | | | — | % | | — | | | — | % |
Green | | 341.3 | | | 100.0 | % | | 349.0 | | | 100.0 | % |
| | $ | 341.3 | | | 100.0 | % | | $ | 349.0 | | | 100.0 | % |
As of September 30, 2023, all investments in our portfolio had a Green Risk Rating.
Portfolio and Investment Activity
The fair value of our investments, as determined in good faith by our board of directors, was approximately $349.0 million in 57 portfolio companies at September 30, 2023 and approximately $123.2 million in 29 portfolio companies at December 31, 2022.
The following table shows our portfolio and investment activity for the nine months ended September 30, 2023 and for the period from May 9, 2022 (commencement of operations) to September 30, 2022:
| | | | | | | | | | | | | | |
| | Nine Months Ended |
(in millions) | | September 30, 2023 | | September 30, 2022(1) |
New investments in 42 and 23 portfolio companies, respectively | | $ | 217.7 | | | $ | 83.8 | |
Debt repayments in existing portfolio companies | | (1.0) | | | — | |
Sales of securities in 1 portfolio company | | (0.7) | | | — | |
Change in unrealized appreciation on 37 and 1 portfolio companies, respectively | | 8.2 | | | 0.1 | |
Change in unrealized depreciation on 15 and 22 portfolio companies, respectively | | (0.3) | | | (1.0) | |
(1) For the nine months ended September 30, 2022, amounts represent the period from May 9, 2022 (commencement of operations) to September 30, 2022.
Recent Accounting Standards Updates
See Item 1.—Financial Statements—Note 12. Recent Accounting Standards Updates for details on recent accounting standards updates.
Results of Operations for the Three Months Ended September 30, 2023 and September 30, 2022
Revenue
| | | | | | | | | | | | | | | | |
| | | | Three Months Ended |
(in thousands) | | | | September 30, 2023 | | September 30, 2022 |
Interest income | | | | $ | 8,850 | | | $ | 1,150 | |
Dividend income | | | | 26 | | | 23 |
Fee income | | | | 1,162 | | | 831 | |
Total investment income | | | | $ | 10,038 | | | $ | 2,004 | |
Our total investment income increased by approximately $8.0 million, or 401%, for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022. For the three months ended September 30, 2023, total investment income of approximately $10.0 million consisted of approximately $7.6 million in cash interest from investments, approximately $0.7 million in PIK and non-cash interest from investments, net amortization of purchase premiums and discounts of approximately $0.5 million, approximately less than $30 thousand in PIK dividends from investments and approximately $1.2 million in fee income.
The increase in interest income of approximately $7.7 million during the three months ended September 30, 2023 as compared to the three months ended September 30, 2022 was primarily attributable to our deployment of capital and increasing invested balances over the three months ended September 30, 2023 as compared to the three months ended September 30, 2022. Fee income during the three months ended September 30, 2023, which represents fees that are generally non-recurring in nature, was primarily attributable to upfront fees received from eleven different portfolio companies.
Operating Expenses
| | | | | | | | | | | | | | | | |
| | | | Three Months Ended |
(in thousands) | | | | September 30, 2023 | | September 30, 2022 |
Management fee | | | | $ | 675 | | | $ | 280 | |
Less: management fee waiver | | | | (14) | | | (185) | |
Net management fee | | | | 661 | | | 95 | |
Incentive fee | | | | 674 | | | 137 | |
Interest and other financing expenses | | | | 3,797 | | | 392 | |
| | | | | | |
Administrative expenses | | | | 299 | | | 225 | |
Professional fees | | | | 200 | | | 168 | |
Organizational and offering expenses | | | | 569 | | | 179 | |
| | | | | | |
Other general and administrative expenses | | | | 116 | | | 33 | |
Total expenses | | | | 6,316 | | | 1,229 | |
Less: expenses waived | | | | (95) | | | — | |
| | | | | | |
Net expenses | | | | $ | 6,221 | | | $ | 1,229 | |
Our total net operating expenses increased by $5.0 million for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022. Our net management fee increased by $0.6 million, and our incentive fee increased by $0.5 million for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022. Per the Investment Management Agreement (as defined below), the management fee was reduced by 50% until the one-year anniversary of the Initial Drawdown Date (as defined in the Investment Management Agreement). The base management fee may also be reduced by placement fees and a voluntary fee waiver made by the Investment Adviser. The increase in management fees and incentive fees was attributable to larger managed and invested capital balances over the three months ended September 30, 2023 as compared to the three months ended September 30, 2022, as well as the expiration of the 50% management fee waiver on May 9, 2023.
Interest and other financing expenses increased by approximately $3.4 million during the three months ended September 30, 2023 as compared to the three months ended September 30, 2022, primarily due to our entrance into the UBS Credit Facility (as defined below) and higher drawn balances on our BMO Subscription Line. Organization and offering expenses increased by approximately $0.4 million during the three months ended September 30, 2023 as compared to the three months ended September 30, 2022, primarily due acceptance of additional Capital Commitments from new investors during the period.
Our total administrative expenses, professional fees and other general and administrative expenses increased by $0.1 million during the three months ended September 30, 2023 as compared to the three months ended September 30, 2022 due to the continued ramp of of investment operations and deployment of capital.
Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation)
| | | | | | | | | | | | | | | | |
| | | | Three Months Ended |
(in thousands) | | | | September 30, 2023 | | September 30, 2022 |
Net realized gains (losses) on investments | | | | $ | 1 | | | $ | — | |
Net change in unrealized appreciation (depreciation) of investments | | | | 4,469 | | | (650) | |
| | | | | | |
Net realized and unrealized gain (loss) | | | | $ | 4,470 | | | $ | (650) | |
| | | | | | |
Our net realized gains and unrealized appreciation resulted in a net gain of approximately $4.5 million for the three months ended September 30, 2023 as compared to net realized and unrealized depreciation resulting in a net loss of approximately $0.7 million for the three months ended September 30, 2022. The net gain for the three months ended September 30, 2023, was primarily driven by the overall increase in market prices of our investments during the period. The net loss for the three months ended September 30, 2022 was primarily driven by the overall decrease in market prices of our investments during the period.Results of Operations for the Nine Months Ended September 30, 2023 and for the Period from May 9, 2022 (Commencement of Operations) to September 30, 2022
Revenue
| | | | | | | | | | | | | | | | |
| | | | Nine Months Ended |
(in thousands) | | | | September 30, 2023 | | September 30, 2022(1) |
Interest income | | | | $ | 19,652 | | | $ | 1,286 | |
Dividend income | | | | 75 | | | 25 |
Fee income | | | | 2,216 | | | 1,402 | |
Total investment income | | | | $ | 21,943 | | | $ | 2,713 | |
(1) For the nine months ended September 30, 2022, amounts represent the period from May 9, 2022 (commencement of operations) to September 30, 2022.
Our total investment income increased by approximately $19.3 million, or 709%, for the nine months ended September 30, 2023 as compared to the period from May 9, 2022 (commencement of operations) to September 30, 2022. For the nine months ended September 30, 2023, total investment income of approximately $21.9 million consisted of approximately $17.6 million in cash interest from investments, approximately $1.0 million in PIK and non-cash interest from investments, net amortization of purchase premiums and discounts of approximately $1.1 million, approximately less than $80 thousand in PIK dividends from investments and approximately $2.2 million in fee income.
The increase in interest income of approximately $18.4 million during the nine months ended September 30, 2023 as compared to the period from May 9, 2022 (commencement of operations) to September 30, 2022 was primarily attributable to our deployment of capital and increasing invested balances over the nine months ended September 30, 2023 as compared to the partial period from May 9, 2022 (commencement of operations) to September 30, 2022. Fee income during the nine months ended September 30, 2023, which represents fees that are generally non-recurring in nature, was primarily attributable to delayed compensation fees on trades received from six different portfolio companies and ticking and upfront fees received from thirty-two different portfolio companies.
Operating Expenses
| | | | | | | | | | | | | | | | |
| | | | Nine Months Ended |
(in thousands) | | | | September 30, 2023 | | September 30, 2022(1) |
Management fee | | | | $ | 1,489 | | | $ | 376 | |
Less: management fee waiver | | | | (295) | | | (249) | |
Net management fee | | | | 1,194 | | | 127 | |
Incentive fee | | | | 1,454 | | | 137 | |
Interest and other financing expenses | | | | 8,522 | | | 424 | |
| | | | | | |
Administrative expenses | | | | 862 | | | 370 | |
Organizational and offering expenses | | | | 987 | | | 884 | |
Professional fees | | | | 617 | | | 259 | |
Other general and administrative expenses | | | | 270 | | | 60 | |
Total expenses | | | | 13,906 | | | 2,261 | |
Less: expenses waived | | | | (201) | | | — | |
| | | | | | |
Net expenses | | | | $ | 13,705 | | | $ | 2,261 | |
(1) For the nine months ended September 30, 2022, amounts represent the period from May 9, 2022 (commencement of operations) to September 30, 2022.
Our total net operating expenses increased by $11.4 million for the nine months ended September 30, 2023 as compared to the period from May 9, 2022 (commencement of operations) to September 30, 2022. Our management fee increased by approximately $1.1 million, and our incentive fee increased by approximately $1.3 million for the nine months ended September 30, 2023 as compared to the period from May 9, 2022 (commencement of operations) to September 30, 2022. Per the Investment Management Agreement (as defined below), the management fee was reduced by 50% until the one-year anniversary of the Initial Drawdown Date (as defined in the Investment Management Agreement). The base management fee may also be reduced by placement fees and a voluntary fee waiver made by the Investment Adviser. The increase in management fees and incentive fees was attributable to larger managed and invested capital balances over the nine month period September 30, 2023 as compared to the partial period from May 9, 2022 (commencement of operations) to September 30, 2022, as well as the expiration of the 50% management fee waiver on May 9, 2023.
Interest and other financing expenses increased by approximately $8.1 million during the nine months ended September 30, 2023 as compared to the period from May 9, 2022 (commencement of operations) to September 30, 2022, primarily due to our entrance into the UBS Credit Facility (as defined below) and higher drawn balances on our BMO Subscription Line. Organization and offering expenses remained relatively flat during the nine months ended September 30, 2023 as compared to the period from May 9, 2022 (commencement of operations) to September 30, 2022.
Our total administrative expenses, professional fees and other general and administrative expenses, net of expenses waived, increased by approximately $0.8 million during the nine months ended September 30, 2023 as compared to the period from May 9, 2022 (commencement of operations) to September 30, 2022 due to the continued ramp of investment operations and deployment of capital.
Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation)
| | | | | | | | | | | | | | | | |
| | | | Nine Months Ended |
(in thousands) | | | | September 30, 2023 | | September 30, 2022(1) |
Net realized gains (losses) on investments | | | | $ | 1 | | | $ | — | |
Net change in unrealized appreciation (depreciation) of investments | | | | 7,912 | | | (884) | |
| | | | | | |
Net realized and unrealized gain (loss) | | | | $ | 7,913 | | | $ | (884) | |
(1) For the nine months ended September 30, 2022, amounts represent the period from May 9, 2022 (commencement of operations) to September 30, 2022.
Our net realized gains and unrealized appreciation resulted in a net gain of approximately $7.9 million for the nine months ended September 30, 2023 as compared to net realized and unrealized depreciation resulting in a net loss of
approximately $0.9 million for the period from May 9, 2022 (commencement of operations) to September 30, 2022. The net gain for the nine months ended September 30, 2023 was primarily driven by the overall increase in market prices of our investments during the period. The net loss for the period from May 9, 2022 (commencement of operations) to September 30, 2022 was primarily driven by the overall decrease in market prices of our investments during the period.
Liquidity, Capital Resources, Off-Balance Sheet Arrangements, Borrowings and Contractual Obligations
Liquidity and Capital Resources
The primary use of existing funds and any funds raised in the future is expected to be for repayment of indebtedness, investments in portfolio companies, cash distributions to our unitholders or for other general corporate purposes.
We expect to generate cash from (1) drawing down capital in respect of Units, (2) cash flows from investments and operations and (3) borrowings from banks or other lenders. We will seek to enter into any bank debt, credit facility or other financing arrangements on at least customary market terms, however, we cannot assure you we will be able to do so. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. Upon organization, we adopted the application of the modified asset coverage requirements set forth in Section 61(a) of the 1940 Act, as amended by the Small Business Credit Availability Act, which resulted in the reduction of the minimum asset coverage ratio applicable to us from 200.0% to 150.0%. In connection with their subscriptions of the Units, our unitholders were required to acknowledge our ability to operate with an asset coverage ratio that may be as low as 150.0%. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to borrow amounts such that our asset coverage, calculated pursuant to the 1940 Act, is at least 150.0% after such borrowing (which means we can borrow $2 for every $1 of our equity). As of September 30, 2023, our asset coverage ratio was 292.5%.
Since our inception on March 18, 2022, we have entered into Subscription Agreements with several investors on various dates. We expect closings of the Private Offering will occur, from time to time, in the Investment Adviser's sole discretion, during the Closing Period. On September 30, 2023 and December 31, 2022, we had aggregate capital commitments and undrawn capital commitments from investors as follows:
| | | | | | | | | | | | | | |
(in millions) | | September 30, 2023 | | December 31, 2022 |
Capital Commitments | | $ | 670.9 | | | $ | 249.4 | |
Unfunded Capital Commitments | | 436.1 | | | 174.5 | |
% of Capital Commitments funded | | 35.0 | % | | 30.0 | % |
As of September 30, 2023 and December 31, 2022, we had cash and cash equivalents of approximately $35.0 million and $5.8 million, respectively. Our cash used in operating activities for the nine months ended September 30, 2023 and the period from May 9, 2022 (commencement of operations) to September 30, 2022 was approximately $194.1 million and $82.4 million, respectively. We expect that all current liquidity needs will be met with cash flows from drawdowns on Capital Commitments, investments and operations and borrowings from banks or other lenders.
Off-Balance Sheet Arrangements
We may become a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of September 30, 2023 and December 31, 2022, we had outstanding commitments to third parties to fund investments totaling $92.3 million and $36.2 million, respectively, under various undrawn revolving credit facilities, delayed draw commitments or other future funding commitments.
We may from time to time enter into financing commitment letters or bridge financing commitments, which could require funding in the future. As of September 30, 2023 and December 31, 2022, we had commitment letters to purchase investments in the aggregate par amount of $8.0 million and $33.9 million, respectively, which could require funding in the future. As of September 30, 2023 and December 31, 2022, we had not entered into any bridge financing commitments which could require funding in the future.
Borrowings
BMO Subscription Line—On May 9, 2022, we entered into a Loan Authorization Agreement with BMO Bank N.A. (formerly known as BMO Harris Bank N.A., "BMO") (as amended, from time to time, and most recently amended on October 25, 2023, the "Loan Authorization Agreement"), which allows us to borrow on a revolving credit basis an aggregate principal amount which cannot exceed $200.0 million (the "BMO Subscription Line"). All outstanding borrowings under the BMO Subscription Line are due on BMO's demand within 15 business days or the earliest to occur on the date (x) 6 months after each advance date and (y) 30 days prior to the termination of the Investment Period , which varies throughout the period. The BMO Subscription Line is collateralized by the unfunded Capital Commitments of each of our unitholders. All fees associated with
the origination and amendment of the BMO Subscription Line are capitalized on the Consolidated Statements of Assets, Liabilities and Members’ Capital and amortized as a charge against income as other financing costs over the life of the BMO Subscription Line. The BMO Subscription Line bears interest at the greater of the prime commercial rate minus 0.25% per annum or the Secured Overnight Financing Rate ("SOFR") Quoted Rate (as defined below) for such day plus 2.50% per annum. SOFR Quoted Rate means as of any day of determination, 3-month Term SOFR on the date that is two U.S. Government Securities Business Days prior to such day of determination as such rate is published by the Term SOFR Administrator plus a credit spread adjustment of 0.15%.
As of September 30, 2023 and December 31, 2022, the outstanding balance on the BMO Subscription Line was $0.0 and $53.7 million, respectively, and we were in compliance with the applicable covenants under the Loan Authorization Agreement on such dates.
See Item 1.—Financial Statements—Note 6. Borrowings in this Quarterly Report on Form 10-Q for additional information on costs incurred on the BMO Subscription Line for the three and nine months ended September 30, 2023, for the three months ended September 30, 2022, and for the period from May 9, 2022 (commencement of operations) to September 30, 2022.
UBS Credit Facility—On January 25, 2023, our wholly-owned subsidiary, GIV SPV, entered into the Loan and Security Agreement (as amended, from time to time, and most recently amended on June 28, 2023, the "Loan and Security Agreement") as the borrower, us as collateral manager and equityholder, the lenders from time to time party thereto, UBS AG London Branch ("UBS"), as the administrative agent, U.S. Bank Trust Company, National Association as the collateral agent, and U.S. Bank National Association as the document custodian, which is structured as a secured revolving credit facility (the "UBS Credit Facility"). The UBS Credit Facility will mature on January 25, 2028 and has a maximum facility amount of $250.0 million. Under the UBS Credit Facility, GIV SPV is permitted to borrow up to 30.0%, 40.0%, 50.0%, 65.0%, 70.0% or 75.0% of the purchase price of pledged assets, subject to approval by UBS. The UBS Credit Facility is collateralized by all of the investments of GIV SPV on an investment by investment basis. All fees associated with the origination, amending or upsizing of the UBS Credit Facility are capitalized on our Consolidated Statements of Assets, Liabilities and Members' Capital and charged against income as other financing expenses over the life of the UBS Credit Facility. The UBS Credit Facility contains certain customary affirmative and negative covenants and events of default. The covenants are generally not tied to mark to market fluctuations in the prices of GIV SPV investments, but rather to the performance of the underlying portfolio companies.
The UBS Credit Facility bears interest at a rate of Term SOFR plus 2.85% per annum. The UBS Credit Facility also charges a non-usage fee, based on the unused facility amount multiplied by the Non-Usage Fee Rate (as defined in the Loan and Security Agreement).
See Item 1.—Financial Statements—Note 6. Borrowings in this Quarterly Report on Form 10-Q for additional information on costs incurred on the UBS Credit Facility for the three and nine months ended September 30, 2023, for the three months ended September 30, 2022, and for the period from May 9, 2022 (commencement of operations) to September 30, 2022.
As of September 30, 2023, the outstanding balance on the UBS Credit Facility was $125.0 million, and we were in compliance with the applicable covenants under the Loan and Security Agreement on such date.
Contractual Obligations
A summary of our significant contractual payment obligations as of September 30, 2023 is as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Contractual Obligations Payments Due by Period |
(in millions) | Total | | Less than 1 Year | | 1 - 3 Years | | 3 - 5 Years | | More than 5 Years |
BMO Subscription Line (1) | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
UBS Credit Facility (2) | 125.0 | | | — | | | — | | | 125.0 | | | — | |
Total Contractual Obligations | $ | 125.0 | | | $ | — | | | $ | — | | | $ | 125.0 | | | $ | — | |
| | | | | | | | | |
(1)Under the terms of the BMO Subscription Line, all outstanding borrowings under that facility are due on BMO's demand within 15 business days or on the date 6 months after each advance date, which varies throughout the period. The BMO Subscription Line will terminate when all Capital Commitments have been funded. See "Borrowings", for material details on the BMO Subscription Line.
(2)Under the terms of the $250.0 million UBS Credit Facility, all outstanding borrowings under that facility ($125.0 million as of September 30, 2023) must be repaid on or before January 25, 2028. As of September 30, 2023, there was approximately $125.0 million of possible capacity remaining under the UBS Credit Facility. See "Borrowings", for material details on the UBS Credit Facility.
We have entered into the investment advisory and management agreement (the "Investment Management Agreement") with the Investment Adviser in accordance with the 1940 Act. Under the Investment Management Agreement, the Investment
Adviser has agreed to provide us with investment advisory and management services. We have agreed to pay for these services (1) a management fee and (2) an incentive fee based on our performance.
We have also entered into an administration agreement (the "Administration Agreement") with the Administrator. Under the Administration Agreement, the Administrator has agreed to arrange office space for us and provide office equipment and clerical, bookkeeping and record keeping services and other administrative services necessary to conduct our respective day-to-day operations. The Administrator has also agreed to maintain, or oversee the maintenance of, our financial records, our reports to unitholders and reports filed with the SEC. The Administrator has hired a third-party sub-administrator to assist with the provision of administrative services.
If any of the contractual obligations discussed above are terminated, our costs under any new agreements that are entered into may increase. In addition, we would likely incur significant time and expense in locating alternative parties to provide the services we expect to receive under the Investment Management Agreement and the Administration Agreement.
Distributions and Dividends
Distributions declared to unitholders for the nine months ended September 30, 2023 and for the period from May 9, 2022 (commencement of operations) to September 30, 2022 totaled approximately $9.0 million and $1.3 million, respectively.
Tax characteristics of all distributions paid are reported to unitholders on Form 1099 or Form 1042 after the end of the calendar year. For the year ended December 31, 2022, total distributions declared were $2.6 million, of which the distributions were comprised of approximately 100.0% of ordinary income, 0.0% of long-term capital gains and 0.0% of a return of capital. Future quarterly distributions, if any, will be determined by our board of directors.
We intend to pay quarterly distributions to our unitholders in amounts sufficient to qualify as and maintain our status as a RIC. We intend to distribute approximately all of our net investment income on a quarterly basis and substantially all of our taxable income on an annual basis, except that we may retain certain net capital gains for reinvestment.
Related Parties
We have entered into a number of business relationships with affiliated or related parties, including the following:
•We have entered into the Investment Management Agreement with the Investment Adviser, a wholly-owned subsidiary of New Mountain Capital. Therefore, New Mountain Capital is entitled to any profits earned by the Investment Adviser, which includes any fees payable to the Investment Adviser under the terms of the Investment Management Agreement, less expenses incurred by the Investment Adviser in performing its services under the Investment Management Agreement.
•We have entered into the Expense Limitation and Reimbursement Agreement with the Investment Adviser. The Investment Adviser has agreed to reduce and/or waive its management fee (the "Specified Expenses Cap") each year such that we will not be required to pay certain expenses in excess of a maximum aggregate amount defined in the Expense Limitation and Reimbursement Agreement.
•We have entered into the Administration Agreement with the Administrator, a wholly-owned subsidiary of New Mountain Capital. The Administrator arranges our office space and provides office equipment and administrative services necessary to conduct our respective day-to-day operations pursuant to the Administration Agreement. The Administrator has hired a third-party sub-administrator to assist with the provision of administrative services. We reimburse the Administrator for the allocable portion of overhead and other expenses incurred by it in performing its obligations to us under the Administration Agreement, which includes the fees and expenses associated with performing administrative, finance, and compliance functions, and the compensation of our chief financial officer and chief compliance officer and their respective staffs. Pursuant to the Administration Agreement and further restricted by us, the Administrator may, in its own discretion, submit to us for reimbursement some or all of the expenses that the Administrator has incurred on our behalf during any quarterly period. As a result, the amount of expenses for which we will have to reimburse the Administrator may fluctuate in future quarterly periods and there can be no assurance given as to when, or if, the Administrator may determine to limit the expenses that the Administrator submits to us for reimbursement in the future. The Administrator cannot recoup any expenses that the Administrator has previously waived. For the three and nine months ended September 30, 2023, approximately $0.2 million and $0.5 million, respectively, of indirect administrative expenses were included in administrative expenses, of which $0.1 million and $0.2 million, respectively, were waived by the Administrator. As of September 30, 2023, $0.1 million of indirect administrative expenses were included in payable to affiliates on the Consolidated Statements of Assets, Liabilities and Members' Capital.
•We, the Investment Adviser and the Administrator have entered into a royalty-free Trademark License Agreement with New Mountain Capital, pursuant to which New Mountain Capital has agreed to grant us, the Investment Adviser and the Administrator a non-exclusive, royalty-free license to use the name "New Mountain Capital".
In addition, we have adopted a formal code of ethics that governs the conduct of our officers and directors. These officers and directors also remain subject to the duties imposed by the 1940 Act and the Delaware Limited Liability Company Act.
The Investment Adviser and its affiliates may also manage other funds in the future that may have investment mandates that are similar, in whole or in part, to our investment mandates. The Investment Adviser and its affiliates may determine that an investment is appropriate for us and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, the Investment Adviser or its affiliates may determine that we should invest side-by-side with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff, and consistent with the Investment Adviser's allocation procedures. On October 8, 2019, the SEC issued an exemptive order (the "Exemptive Order") to the Investment Adviser and certain of its affiliates, which superseded a prior order issued on December 18, 2017, which permits us to co-invest in portfolio companies with certain funds or entities managed by the Investment Adviser or its affiliates in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act, subject to the conditions of the Exemptive Order. Pursuant to the Exemptive Order, we are permitted to co-invest with our affiliates if a "required majority" (as defined in Section 57 (o) of the 1940 Act) of our Independent Directors make certain conclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the potential co-investment transaction, including the consideration to be paid, are reasonable and fair to us and our unitholders and do not involve overreaching in respect of us or our unitholders on the part of any person concerned, and (2) the potential co-investment transaction is consistent with the interests of our unitholders and is consistent with our then-current investment objective and strategies. The Exemptive Order was amended on August 30, 2022 to permit us to complete follow-on investments in existing portfolio companies with certain affiliates that are private funds if such private funds do not hold an investment in such existing portfolio company, subject to certain conditions.
See Item 1.—Financial Statements—Note 5. Agreements and Related Parties in this Quarterly Report on Form 10-Q for more information.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to certain financial market risks, such as interest rate fluctuations. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. Since March 2022, the Federal Reserve has been rapidly raising interest rates and has indicated that it would consider additional rate hikes in response to ongoing inflation concerns. In a rising interest rate environment, our net investment income would increase due to an increase in interest income generated by our investment portfolio. However, our cost of funds would also increase, which could also impact net investment income. It is possible that the Federal Reserve's tightening cycle could result in a recession in the United States, which would likely decrease interest rates. Alternatively, in a prolonged low interest rate environment, including a reduction of base rates, such as SOFR to zero, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net interest income and potentially adversely affecting our operating results. During the nine months ended September 30, 2023, certain of the loans held in our portfolio had floating LIBOR or SOFR interest rates. As of September 30, 2023, approximately 93.45% of investments at fair value (excluding unfunded debt investments and non-interest bearing equity investments) represent floating-rate investments with a LIBOR or SOFR floor (includes investments bearing prime interest rate contracts) and approximately 6.55% of investments at fair value represent fixed-rate investments. Additionally, our senior secured revolving credit facilities are also subject to floating interest rates and are currently paid based on floating SOFR rates and prime interest rates.
The following table estimates the potential changes in interest income net of interest expense, should interest rates increase by 100, 200 or 300 basis points, or decrease by 25 basis points. Interest income is calculated as revenue from interest generated from our portfolio of investments held on September 30, 2023. Interest expense is calculated based on the terms of our UBS Credit Facility and BMO Subscription Line. For our credit facilities, we use the outstanding balance as of September 30, 2023. This analysis does not take into account the impact of the incentive fee or other expenses. The base interest rate case assumes the rates on our portfolio investments remain unchanged from the actual effective interest rates as of September 30, 2023. These hypothetical calculations are based on a model of the investments in our portfolio, held as of September 30, 2023, and are only adjusted for assumed changes in the underlying base interest rates.
Actual results could differ significantly from those estimated in the table.
| | | | | | |
Change in Interest Rates | Estimated Percentage Change in Interest Income Net of Interest Expense (unaudited) | |
–25 Basis Points | (1.59) | % | |
Base Interest Rate | — | % | |
+100 Basis Points | 6.38 | % | |
+200 Basis Points | 12.75 | % | |
+300 Basis Points | 19.13 | % | |
Item 4. Controls and Procedures
(a)Evaluation of Disclosure Controls and Procedures
As of September 30, 2023 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.
(b)Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
The terms "we", "us", "our" and the "Company" refers to New Mountain Guardian IV BDC, L.L.C. and its consolidated subsidiaries.
Item 1. Legal Proceedings
We, and our consolidated subsidiary, the Investment Adviser and the Administrator are not currently subject to any material legal proceedings as of September 30, 2023. From time to time, we or our consolidated subsidiary may be a party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our business, financial condition or results of operations.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which could materially affect our business, financial condition and/or operating results, including the Risk Factor titled "Fund-Level Borrowings". The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results. There have been no material changes during the nine months ended September 30, 2023 to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, other than those set forth below.
Covenant-lite loans may offer us fewer protections than traditional investments.
Some of our debt investments may have less restrictive covenant terms that provide us with fewer protections, called "covenant-lite" loans, that generally provide for fewer financial covenants on the borrower. In particular, borrowers under such covenant-lite loans may have greater flexibility in how they manage their financial condition. As a result, we may face challenges in recovering on such covenant-lite loans, to the extent they go into distress, and may lack options that would normally be available to us as a lender under more traditional debt structures.
Our business is dependent on bank relationships and recent strain on the banking system may adversely impact us.
The financial markets recently have encountered volatility associated with concerns about the balance sheets of banks, especially small and regional banks that may have significant losses associated with investments that make it difficult to fund demands to withdraw deposits and other liquidity needs. Although the federal government has announced measures to assist these banks and protect depositors, some banks have already been impacted and others may be materially and adversely impacted. Our business is dependent on bank relationships, and we are proactively monitoring the financial health of banks with which we (or our portfolio companies) do or may in the future do business. Continued strain on the banking system may adversely impact our business, financial condition and results of operations.
The alternative reference rates that have replaced LIBOR in our credit arrangements and other financial instruments may not yield the same or similar economic results as LIBOR over the life of such transactions.
LIBOR, the London Interbank Offered Rate, is an index rate that historically was widely used in lending transactions and was a common reference rate for setting the floating interest rate on private loans. LIBOR was typically the reference rate used in floating-rate loans extended to our portfolio companies.
The ICE Benchmark Administration ("IBA") (the entity that is responsible for calculating LIBOR) ceased providing overnight, one, three, six and twelve months USD LIBOR tenors on June 30, 2023. In addition, the United Kingdom’s Financial Conduct Authority ("FCA"), which oversees the IBA, now prohibits entities supervised by the FCA from using LIBORs, including USD LIBOR, except in very limited circumstances.
In the United States, the Secured Overnight Financing Rate ("SOFR") is the preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. SOFR is published by the Federal Reserve Bank of New York each U.S. Government Securities Business Day, for transactions made on the immediately preceding US. Government Securities Business Day. Alternative reference rates that may replace LIBOR, including SOFR for USD transactions, may not yield the same or similar economic results as LIBOR over the lives of such transactions.
Substantially all of our loans that referenced LIBOR have been amended to reference the forward-looking term rate published by CME Group Benchmark Administration Limited based on the secured overnight financing rate ("CME Term SOFR"). CME Term SOFR rates are forward-looking rates that are derived by compounding projected overnight SOFR rates over one, three, and six months taking into account the values of multiple consecutive, executed, one-month and three-month CME Group traded SOFR futures contracts and, in some cases, over-the-counter SOFR Overnight Indexed Swaps as an indicator of CME Term SOFR reference rate values. CME Term SOFR and the inputs on which it is based are derived from
SOFR. Since CME Term SOFR is a relatively new market rate, there will likely be no established trading market for credit agreements or other financial instruments when they are issued, and an established market may never develop or may not be liquid. Market terms for instruments referencing CME Term SOFR rates may be lower than those of later-issued CME Term SOFR indexed instruments. Similarly, if CME Term SOFR does not prove to be widely used, the trading price of instruments referencing CME Term SOFR may be lower than those of instruments indexed to indices that are more widely used.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
None, other than those already disclosed in certain current reports on Form 8-K filed with the SEC.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
(a) Going forward, Robert A. Hamwee remains as one of the Company's portfolio managers but will transition from a New Mountain Managing Director to a Senior Advisor with the freedom to allocate his time to activities outside of credit and the Company. As part of his responsibilities, Mr. Hamwee will continue to: (i) serve as a senior member of the Investment Committee of the Company’s investment adviser and (ii) be involved in other parts of leadership that the Company’s board of directors considers core to the Company’s performance. The Company’s investment adviser believes that its management team, with the overall support of New Mountain Capital’s team of approximately 250 employees and senior advisors, is adequately staffed to support the Company.
(b) None.
(c) For the period covered by this Quarterly Report on Form 10-Q, no director or officer has adopted or terminated (i) any contract, instruction or written plan for the purchase or sale of securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or (ii) any non-Rule 10b5-1 trading arrangement.
We have adopted insider trading policies and procedures governing the purchase, sale, and disposition of our securities by our officers and directors that are reasonably designed to promote compliance with insider trading laws, rules and regulations.
Item 6. Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the U.S. Securities and Exchange Commission:
| | | | | | | | |
Exhibit Number | | Description |
3.1 | | | |
4.1 | | | |
| | |
10.1 | | | |
10.2 | | | |
31.1 | | | |
31.2 | | | |
32.1 | | | |
32.2 | | | |
101.INS | | Inline XBRL Instance Document. |
101.SCH | | Inline XBRL Taxonomy Extension Schema Document |
101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 | | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
(1)Previously filed in connection with New Mountain Guardian IV BDC, L.L.C.'s Registration Statement on Form 10 (File No. 000-56437) filed on May 6, 2022.
(2)Previously filed in connection with New Mountain Guardian IV BDC, L.L.C.'s Registration Statement on Form 10 Pre-Effective Amendment No.1 (File No. 000-56437) filed on July 1, 2022.
(3)Previously filed in connection with New Mountain Guardian IV BDC, L.L.C.'s Current Report on Form 8-K filed on July 31, 2023.
* Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on November 13, 2023.
| | | | | | | | | | | |
| NEW MOUNTAIN GUARDIAN IV BDC, L.L.C. |
| | | |
| By: | | /s/ JOHN R. KLINE |
| | | John R. Kline President and Chief Executive Officer (Principal Executive Officer) |
| | | |
| By: | | /s/ LAURA C. HOLSON |
| | | Laura C. Holson Chief Financial Officer (Principal Financial and Accounting Officer), Chief Operating Officer and Treasurer |