Annual report pursuant to Section 13 and 15(d)

Joint Venture

v3.24.1
Joint Venture
 12 Months Ended
Dec. 31, 2023
Equity Method Investments and Joint Ventures [Abstract]  
Joint Venture Joint Venture
On June 1, 2023, the Company entered into a limited liability company agreement (the “LLC Agreement”) with the Capital One Member (“COM”) to establish a joint venture to make certain unitranche loans to U.S. middle-market companies. The joint venture is called ULTRA III, LLC (“ULTRA III”). The Company and COM will provide capital to ULTRA III in the form of membership interests. The initial maximum investment amounts in ULTRA III for the Company and COM are approximately $200.0 million and $28.6 million, respectively, which correspond to initial membership interests of approximately 87.5% and 12.5%, respectively. The LLC Agreement is effective as of June 1, 2023.

The Company and COM may, from time-to-time, make additional contributions of capital or may receive returns of capital from ULTRA III. As of December 31, 2023, the Company had contributed $129.7 million and COM had contributed $18.5 million of capital and $70.3 million and $10.1 million of capital remained uncalled from the Company and COM, respectively. As of December 31, 2023, the Company and COM’s membership interests are 87.5% and 12.5%, respectively.

All portfolio decisions and generally all other decisions in respect of ULTRA III must be approved by a credit committee of ULTRA III consisting of representatives of the Company and COM (generally with approval from a representative of each required). A Capital One entity is providing a senior revolving financing facility to ULTRA III.

The Company has determined that ULTRA III is an investment company under ASC 946, and in accordance with ASC 946, the Company will generally not consolidate its investment in a company other than a wholly-owned investment company subsidiary. The Company and COM have equal voting rights with respect to the joint venture. The Company will not consolidate the assets and liabilities of the ULTRA III joint venture.

The Company's investment in ULTRA III is disclosed on the Company’s Schedule of Investments as of December 31, 2023.
The following table presents the schedule of investments of ULTRA III as of December 31, 2023
Company (1) . Reference Rate and Spread (2) . Interest Rate (2) . Maturity Date . Par Amount/Units . Amortized Cost (3) . Fair Value . Percentage of Net Assets
First Lien Debt
General Industrials
Bright Light Buyer, Inc. (4)(5) SF + 6.00% 11.37  % 11/8/2029 $ 245,500  $ 239,514  $ 239,511 
239,514  239,511  169.01  %
Medical Equipment and Services
EHOB, LLC (4)(5) SF + 5.75% 11.13  % 12/18/2029 125,000  122,205  122,204 
122,205  122,204  86.23  %
Total First Lien Debt $ 361,719  $ 361,715  255.24  %
Total Investment Portfolio $ 361,719  $ 361,715  255.24  %
Cash and Cash Equivalents
Cash 2,317  2,317  1.63  %
Total Cash and Cash Equivalents $ 2,317  $ 2,317  1.63  %
Total Portfolio Investments, Cash and Cash Equivalents $ 364,036  $ 364,032  256.87  %
(1) Unless otherwise indicated, issuers of debt and equity investments held by the Company are denominated in dollars. All debt investments are income producing unless otherwise indicated. Certain portfolio company investments are subject to contractual restrictions on sales. The total par amount is presented for debt investments.

(2) The investments bear interest at a rate that is determined by reference to the Secured Overnight Financing Rate ("SOFR" or "SF"), which reset, monthly or quarterly. For each such investment, the Company has provided the spread over SOFR and the current contractual interest rate in effect at December 31, 2023. Certain investments are subject to a SOFR interest rate floor, or rate cap. SOFR based contracts may include a credit spread adjustment, which is included within the stated all-in interest rate, if applicable, that is charged in addition to the base rate and the stated spread.

(3) The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

(4) These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by the Adviser as the Company’s valuation designee, subject to the oversight of the Board of Trustees (the “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.

(5) The interest rate floor on these investments as of December 31, 2023 was 1.00%.
The following table presents the selected statement of assets and liabilities information of ULTRA III as of December 31, 2023:

December 31, 2023
ASSETS
Investments at fair value (amortized cost of $361,719 at December 31, 2023)
 $ 361,715 
Cash and cash equivalents 2,317 
Interest receivable 2,401 
Total assets $ 366,433 
LIABILITIES
Debt $ 222,300 
Interest payable and other liabilities 2,415 
Total liabilities 224,715 
MEMBERS’ EQUITY
Members’ Equity 141,718 
Total Members’ Equity 141,718 
Total liabilities and members’ equity $ 366,433 

The following table presents the selected statement of operations information of ULTRA III for the year ended December 31, 2023:

Year Ended December 31, 2023
Investment income:
Interest income $ 4,887 
Total investment income 4,887 
Expenses:
Interest expense (2,159)
Other expenses (256)
Total expenses (2,415)
Net investment income 2,472 
Net realized and change in unrealized gain (loss) on investments
Net realized gain (loss) on investments — 
Net change in unrealized appreciation (depreciation) on investments (4)
Net realized and change in unrealized gain (loss) on investments (4)
Net increase (decrease) in net assets resulting from operations $ 2,468