UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-36364
Sixth Street Specialty Lending, Inc.
(Exact name of registrant as specified in its charter)
Delaware
27-3380000
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
2100 McKinney Avenue, Suite 1500,
Dallas, TX
75201
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (469) 621-3001
Not applicable
Former name, former address and former fiscal year, if changed since last report.
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
TSLX
The New York Stock Exchange
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 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 ☒ No ☐
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 ☒ No ☐
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
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of the registrant’s common stock, $.01 par value per share, outstanding at July 30, 2025 was 94,240,348.
SIXTH STREET SPECIALTY LENDING, INC.
INDEX
PAGE
NO.
PART I.
FINANCIAL INFORMATION
4
Item 1.
Financial Statements
Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024
Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 (Unaudited)
5
Consolidated Schedules of Investments as of June 30, 2025 (Unaudited) and December 31, 2024
6
Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2025 and 2024 (Unaudited)
24
Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (Unaudited)
26
Notes to Consolidated Financial Statements (Unaudited)
27
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
52
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
73
Item 4.
Controls and Procedures
74
PART II.
OTHER INFORMATION
75
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
76
SIGNATURES
77
2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.
In addition to factors previously identified elsewhere in the reports and other documents Sixth Street Specialty Lending, Inc. (the "Company", "we", "us", or "our") has filed with the Securities and Exchange Commission, or SEC, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions are based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law.
The “TSLX” and “TAO” marks are marks of Sixth Street.
3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
(Amounts in thousands, except share and per share amounts)
(Unaudited)
June 30,
December 31,
2025
2024
Assets
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost of $3,161,381 and $3,450,644, respectively)
$
3,228,407
3,453,317
Controlled, affiliated investments (amortized cost of $94,279 and $88,509, respectively)
66,498
65,095
Total investments at fair value (amortized cost of $3,255,660 and $3,539,153, respectively)
3,294,905
3,518,412
Cash and cash equivalents (restricted cash of $35,256 and $22,362, respectively)
39,169
27,328
Interest receivable
24,741
30,518
Prepaid expenses and other assets
57,033
5,967
Total Assets
3,415,848
3,582,225
Liabilities
Debt (net of deferred financing costs of $27,924 and $23,837, respectively)
1,726,557
1,901,142
Management fees payable to affiliate
12,620
12,953
Incentive fees on net investment income payable to affiliate
11,089
12,013
Incentive fees on net capital gains accrued to affiliate
2,822
5,071
Other payables to affiliate
5,360
3,635
Other liabilities
39,754
39,882
Total Liabilities
1,798,202
1,974,696
Commitments and contingencies (Note 8)
Net Assets
Preferred stock, $0.01 par value; 100,000,000 shares authorized; no shares issued and outstanding
—
Common stock, $0.01 par value; 400,000,000 shares authorized, 94,904,598 and 94,325,686 shares issued, respectively; and 94,240,348 and 93,661,436 shares outstanding, respectively
949
943
Additional paid-in capital
1,531,993
1,519,337
Treasury stock at cost; 664,250 and 664,250 shares held, respectively
(10,459
)
Distributable earnings
95,163
97,708
Total Net Assets
1,617,646
1,607,529
Total Liabilities and Net Assets
Net Asset Value Per Share
17.17
17.16
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statements of Operations
Three Months Ended
Six Months Ended
June 30, 2025
June 30, 2024
Income
Investment income from non-controlled, non-affiliated investments:
Interest from investments
98,684
102,707
202,877
205,114
Paid-in-kind interest income
5,783
9,435
11,143
17,543
Dividend income
387
1,815
1,295
2,596
Other income
7,609
5,533
11,068
9,787
Total investment income from non-controlled, non-affiliated investments
112,463
119,490
226,383
235,040
Investment income from controlled, affiliated investments:
2,549
2,320
4,977
4,551
8
Total investment income from controlled, affiliated investments
2,552
2,325
4,981
4,559
Total Investment Income
115,015
121,815
231,364
239,599
Expenses
Interest
33,647
39,234
66,617
78,266
Management fees
12,918
12,765
26,001
25,361
Incentive fees on net investment income
11,414
22,606
22,342
Incentive fees on net capital gains
1,438
(1,335
(2,248
(2,179
Professional fees
2,561
2,115
4,521
3,866
Directors’ fees
248
207
496
428
Other general and administrative
1,280
1,343
2,617
2,627
Total expenses
63,181
65,743
120,610
130,711
Management and incentive fees waived (Note 3)
(297
(706
(694
Net Expenses
62,884
65,446
119,904
130,017
Net Investment Income Before Income Taxes
52,131
56,369
111,460
109,582
Income taxes, including excise taxes
1,291
1,226
2,642
2,076
Net Investment Income
50,840
55,143
108,818
107,506
Unrealized and Realized Gains (Losses)
Net change in unrealized gains (losses):
Non-controlled, non-affiliated investments
73,790
(7,852
64,352
(17,166
Controlled, affiliated investments
(2,987
(4,366
(2,381
Translation of other assets and liabilities in foreign currencies
(25,764
(1,641
(36,807
3,085
Total net change in unrealized gains (losses)
45,039
(9,493
23,179
(16,462
Realized gains (losses):
(36,803
1,630
(35,688
3,863
Foreign currency transactions
(73
121
(352
12
Total net realized gains (losses)
(36,876
1,751
(36,040
3,875
Total Net Unrealized and Realized Gains (Losses)
8,163
(7,742
(12,861
(12,587
Increase (Decrease) in Net Assets Resulting from Operations
59,003
47,401
95,957
94,919
Earnings per common share—basic and diluted
0.63
0.51
1.02
1.04
Weighted average shares of common stock outstanding—basic and diluted
93,971,164
92,734,320
93,821,251
90,883,350
Consolidated Schedule of Investments as of June 30, 2025
(Amounts in thousands, except share amounts)
Company (1)
Investment
InitialAcquisitionDate
ReferenceRate andSpread
Interest Rate
AmortizedCost (2)(7)
Fair Value (8)
Percentageof Net Assets
Debt Investments
Business Services
Alpha Midco, Inc. (3)(5)
First-lien loan ($69,606 par, due 8/2028)
8/15/2019
SOFR + 6.88%
11.17
%
69,541
70,480
4.4
Artisan Bidco, Inc.(3)
First-lien loan ($38,634 par, due 11/2029)
11/7/2023
SOFR + 7.00%
11.21
38,041
38,730
2.4
First-lien loan (EUR 17,469 par, due 11/2029)
E + 7.00%
9.36
18,477
20,557 (EUR 17,513)
1.3
First-lien revolving loan ($2,191 par, due 11/2029)
2,108
2,206
0.1
Azurite Intermediate Holdings, Inc. (3)
First-lien loan ($42,750 par, due 3/2031)
3/19/2024
SOFR + 6.00%
10.33
42,082
42,988
2.7
BCTO Ignition Purchaser, Inc. (3)
First-lien holdco loan ($51,430 par, due 10/2030)
4/18/2023
SOFR + 7.50%
11.77% PIK
50,449
52,330
3.2
Crewline Buyer, Inc.(3)
First-lien loan ($58,384 par, due 11/2030)
11/8/2023
SOFR + 6.75%
11.08
57,046
59,026
3.6
Dye & Durham Corp. (3)(4)(9)
First-lien loan ($950 par, due 4/2031)
4/4/2024
SOFR + 4.35%
8.65
937
956
Elements Finco Limited (3)(4)
First-lien loan ($2,245 par, due 4/2031)
4/29/2024
SOFR + 5.00%
9.33% (incl. 2.25% PIK)
2,229
2,267
First-lien loan ($1,848 par, due 4/2031)
9.33
1,841
1,867
First-lien loan (GBP 10,396 par, due 4/2031)
S + 5.50%
9.72% (incl. 2.50% PIK)
12,915
14,424 (GBP 10,526)
0.9
ExtraHop Networks, Inc. (3)(5)
First-lien loan ($76,690 par, due 7/2027)
7/22/2021
SOFR + 6.60%
10.93
76,090
76,885
4.8
ForeScout Technologies, Inc. (3)
First-lien loan ($5,569 par, due 5/2031)
5/24/2024
5,516
5,553
0.3
Galileo Parent, Inc. (3)
First-lien loan ($63,768 par, due 5/2030)
5/3/2023
SOFR + 5.75%
10.05
62,292
64,406
4.0
First-lien revolving loan ($6,635 par, due 5/2030)
6,441
6,736
0.4
Lynx BidCo (3)(4)
First-lien loan ($1,461 par, due 7/2031)
7/5/2024
SOFR + 7.11%
11.32% (incl. 5.61% PIK)
1,423
1,444
First-lien loan (EUR 614 par, due 7/2031)
E + 7.11%
9.47% (incl. 5.61% PIK)
652
716 (EUR 610)
0.0
Mitnick Corporate Purchaser, Inc. (3)(9)
First-lien loan ($324 par, due 5/2029)
5/2/2022
SOFR + 4.60%
8.88
324
217
Price Fx Inc. (3)(4)
First-lien loan (EUR 910 par, due 10/2029)
10/27/2023
9.17
968
1,084 (EUR 924)
12/19/2024
E + 6.25%
8.42
923
1,095 (EUR 933)
USA DeBusk, LLC (3)
First-lien loan ($6,940 par, due 4/2031)
4/30/2024
SOFR + 5.25%
9.53
6,836
6,940
First-lien revolving loan ($397 par, due 4/2030)
9.58
386
397
Wrangler TopCo, LLC (3)
First-lien loan ($6,001 par, due 9/2029)
7/7/2023
10.32
5,898
6,087
463,415
477,391
29.5
Chemicals
Erling Lux Bidco SARL(3)(4)
First-lien loan (EUR 23,477 par, due 9/2028)
9/6/2022
9.10
22,909
28,240 (EUR 24,057)
1.7
First-lien loan (GBP 9,374 par, due 9/2028)
S + 7.00%
11.22
11,724
13,103 (GBP 9,562)
0.8
First-lien loan (NOK 7,428 par, due 9/2028)
N + 7.00%
11.59
711
749 (NOK 7,575)
First-lien revolving loan (GBP 280 par, due 9/2028)
367
392 (GBP 286)
35,711
42,484
2.5
Communications
Aurelia Netherlands MidCo 2 B.V. (3)(4)
First-lien loan (EUR 32,904 par, due 5/2031)
5/22/2024
E + 4.75%
6.83
34,964
38,720 (EUR 32,986)
X Holdings Inc. (3)(9)
First-lien loan ($9,386 par, due 10/2029)
3/7/2025
9,119
9,159
0.6
First-lien loan ($988 par, due 10/2029)
5/6/2025
9.50
969
960
45,052
48,839
3.1
Education
Astra Acquisition Corp. (3)(14)
Second-lien loan ($40,302 par, due 10/2029)
10/22/2021
P + 9.88%
17.38
39,703
1,511
EMS Linq, Inc. (3)
First-lien loan ($56,216 par, due 12/2027)
12/22/2021
SOFR + 6.35%
10.68
55,673
55,794
3.4
First-lien revolving loan ($5,095 par, due 12/2027)
5,022
5,029
7
Kangaroo Bidco AS (3)(4)
First-lien loan ($30,625 par, due 11/2030)
11/2/2023
SOFR + 6.25%
10.43
29,874
31,238
1.9
Severin Acquisition, LLC (3)
First-lien loan ($15,557 par, due 10/2031)
10/1/2024
15,555
15,557
1.0
First-lien revolving loan ($819 par, due 10/2031)
SOFR + 4.75%
9.08
802
819
146,629
109,948
6.8
Electronics
Sapphire Software Buyer, Inc. (3)
First-lien loan ($27,097 par, due 9/2031)
9/30/2024
SOFR + 5.50%
9.22
26,826
27,021
Financial Services
Alaska Bidco Oy (3)(4)
First-lien loan (EUR 727 par, due 5/2030)
5/30/2023
E + 5.75%
7.80
761
859 (EUR 732)
Arlberg Bidco LLC (3)(4)(5)
First-lien loan ($5,000 par, due 2/2031)
2/14/2025
10.06
4,897
4,938
BCTO Bluebill Buyer, Inc. (3)(5)
First-lien loan ($29,384 par, due 7/2029)
7/20/2023
10.28
28,617
29,898
1.8
BlueSnap, Inc. (3)(5)
First-lien loan ($49,331 par, due 8/2025)
10/25/2019
SOFR + 9.15%
13.45
49,262
49,331
Fullsteam Operations, LLC(3)
First-lien loan ($39,394 par, due 11/2029)
11/27/2023
SOFR + 8.40%
12.73
38,470
40,280
First-lien loan ($3,568 par, due 11/2029)
2/23/2024
SOFR + 7.15%
11.48
3,502
3,725
0.2
First-lien revolving loan ($758 par, due 11/2029)
12.71
725
792
GreenShoot BidCo B.V (3)(4)
First-lien loan (EUR 5,107 par, due 5/2030)
5/28/2024
7.76
5,422
5,930 (EUR 5,052)
Ibis Intermediate Co. (3)(5)
First-lien loan ($1,177 par, due 5/2027)
5/28/2021
SOFR + 4.65%
8.98
1,152
1,186
Ibis US Blocker Co. (3)
First-lien loan ($19,555 par, due 5/2028)
SOFR + 9.50%
13.83% PIK
19,398
19,750
1.2
Passport Labs, Inc.
Convertible Promissory Note A ($1,086 par, due 8/2026)
3/2/2023
8.00
1,086
1,178
TradingScreen, Inc. (3)(5)
First-lien loan ($55,244 par, due 4/2027)
4/30/2021
10.63
54,655
55,244
First-lien revolving loan ($1,232 par, due 5/2027)
11/1/2024
P + 5.25%
12.75
1,214
1,232
Volante Technologies, Inc.
First-lien loan ($3,332 par, due 9/2028)
9/29/2023
16.50
16.50% PIK
3,312
3,457
212,473
217,800
13.5
Healthcare
BCTO Ace Purchaser, Inc. (3)
First-lien loan ($70,048 par, due 11/2029)
11/23/2020
SOFR + 6.50%
10.83
69,493
71,100
4.5
Second-lien loan ($7,112 par, due 1/2030)
1/23/2023
SOFR + 10.70%
14.98% PIK
7,014
7,272
Edge Bidco B.V. (3)(4)(5)
First-lien loan (EUR 5,932 par, due 2/2029)
2/24/2023
E + 6.50%
8.48
6,223
7,085 (EUR 6,036)
Eventus Buyer, LLC (3)
First-lien loan ($25,835 par, due 11/2030)
9.80
25,446
25,507
1.6
First-lien revolving loan ($1,867 par, due 11/2030)
9.79
1,820
1,832
Ingenovis Health Finance, LLC (3)
First-lien revolving loan ($32,500 par, due 5/2030)
5/13/2025
10.31
31,235
31,525
Merative L.P. (3)(5)
First-lien loan ($70,103 par, due 6/2028)
6/30/2022
10.55
68,730
70,278
4.3
Raptor US Buyer II Corp. (3)(5)
First-lien loan ($18,041 par, due 3/2029)
3/24/2023
10.58
17,655
18,228
1.1
Symplr Software Inc. (3)
First-lien loan ($638 par, due 12/2027)
4/15/2025
545
580
228,161
233,407
14.3
Hotel, Gaming and Leisure
ASG II, LLC (3)(5)
First-lien loan ($65,000 par, due 5/2028)
5/25/2022
SOFR + 6.40%
64,114
64,187
AVSC Holding Corp. (3)
First-lien loan ($45,054 par, due 12/2031)
12/5/2024
44,122
44,431
Equinox Holdings, Inc.
First-lien loan ($50,624 par, due 3/2029)(3)
3/8/2024
SOFR + 8.25%
12.55% (incl. 4.13% PIK)
50,009
51,890
Second-lien loan ($2,537 par, due 6/2027)
3/13/2024
16.00
16.00% PIK
2,496
2,664
IRGSE Holding Corp. (3)(6)
First-lien loan ($30,261 par, due 6/2026)
12/21/2018
SOFR + 9.65%
13.95
28,594
27,159
First-lien revolving loan ($43,742 par, due 6/2026)
13.96
43,742
39,212
Sport Alliance GmbH (3)(4)
First-lien loan (EUR 4,553 par, due 4/2030)
4/10/2024
E + 7.25%
9.50% (incl. 3.88% PIK)
4,801
5,424 (EUR 4,621)
First-lien revolving loan (EUR 208 par, due 4/2030)
E + 6.75%
8.73
211
256 (EUR 218)
238,089
235,223
14.5
Human Resource Support Services
Axonify, Inc. (3)(4)(5)
First-lien loan ($45,113 par, due 5/2027)
5/5/2021
SOFR + 7.65%
11.91
44,760
45,226
2.8
bswift, LLC (3)(5)
First-lien loan ($44,684 par, due 11/2028)
11/7/2022
9.06
43,915
44,684
Elysian Finco Ltd. (3)(4)(5)
First-lien loan ($21,822 par, due 1/2028)
1/31/2021
SOFR + 5.15%
9.47
21,581
21,877
1.4
First-lien revolving loan (GBP 487 par, due 1/2028)
S + 4.00%
8.22
585
639 (GBP 467)
Employment Hero Holdings Pty Ltd. (3)(4)
First-lien loan (AUD 60,000 par, due 12/2026)
12/6/2021
B + 6.25%
9.94
41,482
39,424 (AUD 60,158)
HireVue, Inc.(3)
First-lien loan ($53,301 par, due 5/2029)
11.03
52,184
53,834
3.3
First-lien revolving loan ($3,493 par, due 5/2029)
11.04
3,364
3,562
Madcap Software, Inc.(3)(5)
First-lien loan ($32,013 par, due 12/2026)
12/15/2023
SOFR + 6.10%
10.40
31,616
32,173
2.0
PayScale Holdings, Inc. (3)(5)
First-lien loan ($70,099 par, due 5/2027)
5/3/2019
SOFR + 5.85%
10.15
69,884
70,800
309,371
312,219
19.3
Insurance
Disco Parent, Inc. (3)
First-lien loan ($5,319 par, due 3/2029)
3/30/2023
11.33
5,227
5,362
Internet Services
Arrow Buyer, Inc. (3)
First-lien loan ($36,838 par, due 7/2030)
6/30/2023
9.30
36,112
37,022
2.3
Bayshore Intermediate #2, L.P. (3)
First-lien loan ($41,356 par, due 10/2028)
10/1/2021
10.55% (incl. 3.38% PIK)
40,989
41,356
2.6
First-lien revolving loan ($436 par, due 10/2028)
416
436
Big Wombat Holdings, Inc. (3)
First-lien loan ($30,621 par, due 4/2031)
4/16/2025
11.26
29,976
30,042
Coupa Holdings, LLC (3)
First-lien loan ($42,759 par, due 2/2030)
2/27/2023
41,970
43,503
EDB Parent, LLC (3)(5)
First-lien loan ($74,047 par, due 7/2028)
7/7/2022
73,099
74,047
4.6
Flight Intermediate HoldCo, Inc.
First-lien loan ($40,000 par, due 4/2030)
10/3/2024
11.50
38,933
39,600
Hippo XPA Bidco AB (3)(4)
First-lien loan (SEK 84,719 par, due 2/2031)
2/20/2024
STIBOR + 6.50%
8.84% (incl. 3.50% PIK)
8,008
8,942 (SEK 85,221)
First-lien loan (SEK 125,000 par, due 2/2031)
6/12/2025
8.74% (incl. 3.50% PIK)
12,760
13,221 (SEK 126,000)
First-lien loan (EUR 2,515 par, due 2/2031)
8.98% (incl. 3.50% PIK)
2,686
2,966 (EUR 2,527)
Khoros, LLC
First-lien loan ($11,682 par, due 5/2030)
5/23/2025
10.00
11,682
0.7
Kryptona BidCo US, LLC (3)
First-lien loan ($20,253 par, due 12/2031)
12/18/2024
10.56% (incl. 3.38% PIK)
19,840
20,421
First-lien loan (EUR 4,687 par, due 12/2031)
8.25% (incl. 3.38% PIK)
4,824
5,543 (EUR 4,722)
LeanTaaS Holdings, Inc. (3)(5)
First-lien loan ($60,263 par, due 7/2028)
7/12/2022
11.80
59,586
60,414
3.7
Lucidworks, Inc. (3)(5)
First-lien loan ($9,740 par, due 2/2027)
2/11/2022
11.83% (incl. 3.50% PIK)
9,740
9,764
Merit Software Finance Holdings, LLC (3)
First-lien loan ($43,214 par, due 6/2029)
6/20/2024
11.83
42,060
42,939
RainFocus, LLC (3)(5)
First-lien loan ($61,099 par, due 4/2031)
4/25/2025
SOFR + 6.38%
10.49
60,517
60,793
3.8
SMA Technologies Holdings, LLC(3)(5)
First-lien loan ($53,991 par, due 10/2028)
10/31/2022
52,699
54,816
545,897
557,507
34.6
Manufacturing
ASP Unifrax Holdings, Inc. (9)
First-lien loan ($3,532 par, due 9/2029)(3)
SOFR + 7.75%
12.05% (incl. 4.75% PIK)
3,464
3,286
Second-lien note ($2,012 par, due 9/2029)
8/31/2023
7.10
7.10% (incl. 1.25% PIK)
1,562
905
Heritage Environmental Services, Inc. (3)
First-lien loan ($12,222 par, due 1/2031)
1/31/2024
9.78
12,167
12,363
First-lien loan ($1,325 par, due 1/2031)
9/27/2024
1,318
1,325
Skylark UK DebtCo Limited (3)(4)
First-lien loan ($16,340 par, due 9/2030)
9/7/2023
SOFR + 5.66%
9.96
15,977
16,503
9
First-lien loan (EUR 4,851 par, due 9/2030)
E + 5.66%
7.64
5,079
5,751 (EUR 4,900)
First-lien loan (GBP 22,186 par, due 9/2030)
S + 5.66%
9.88
27,083
30,707 (GBP 22,408)
First-lien loan (GBP 643 par, due 9/2030)
2/20/2025
S + 5.25%
796
874 (GBP 638)
Varinem German BidCo GMBH (3)(4)
First-lien loan (EUR 12,696 par, due 7/2031)
7/11/2024
E + 5.50%
8.15
13,689
15,127 (EUR 12,887)
First-lien loan (EUR 4,392 par, due 7/2031)
4,676
5,131 (EUR 4,371)
85,811
91,972
5.8
Office Products
USR Parent, Inc. (3)(5)
ABL FILO term loan ($10,809 par, due 4/2027)
4/25/2022
10.82
10,681
10,809
Oil, Gas and Consumable Fuels
Laramie Energy, LLC (3)
First-lien loan ($27,317 par, due 2/2027)
2/21/2023
SOFR + 7.10%
11.43
27,093
27,590
Northwind Midstream Partners LLC (3)
First-lien loan ($25,000 par, due 3/2029)
3/18/2025
10.70
24,514
24,938
1.5
TRP Assets, LLC (3)
First-lien loan ($54,834 par, due 12/2029)
12/20/2024
11.30
53,696
54,997
105,303
107,525
6.6
Other
Boréal Bidco (3)(4)
First-lien note (EUR 13,213 par, due 3/2032)
3/24/2025
9.23% (incl. 5.75% PIK)
13,976
15,355 (EUR 13,081)
Omnigo Software, LLC (3)(5)
First-lien loan ($39,328 par, due 3/2027)
3/31/2021
9.83
39,152
39,328
Scorpio Bidco (3)(4)
First-lien loan (EUR 2,511 par, due 4/2031)
7.73
2,676
2,965 (EUR 2,526)
Sky Bidco S.p.A.(3)(4)
First-lien note (EUR 6,368 par, due 10/2031)
10/29/2024
E + 5.00%
6.98
6,693
7,591 (EUR 6,467)
0.5
First-lien note ($14,085 par, due 10/2031)
13,830
14,225
76,327
79,464
4.9
Pharmaceuticals
Apellis Pharmaceuticals, Inc. (3)(4)
First-lien loan ($19,737 par, due 5/2030)
5/13/2024
19,737
19,924
Arrowhead Pharmaceuticals, Inc. (4)
First-lien loan ($27,388 par, due 8/2031)
8/7/2024
15.00
27,169
31,633
Elysium BidCo Limited (3)(4)
First-lien loan (EUR 17,985 par, due 12/2030)
12/11/2024
9.23
18,422
20,795 (EUR 17,715)
First-lien loan (GBP 9,953 par, due 12/2030)
S + 7.25%
11.47
12,383
13,469 (GBP 9,829)
77,711
85,821
5.3
Real Estate
Cirrus (BidCo) Limited (3)(4)(5)
First-lien loan (GBP 691 par, due 8/2030)
8/9/2024
S + 6.25%
10.47% (incl. 3.00% PIK)
859
940 (GBP 686)
Retail and Consumer Products
Acosta (3)(9)
First-lien loan ($13,950 par, due 8/2031)
8/20/2024
SOFR + 5.60%
9.92
13,668
13,880
American Achievement, Corp. (3)(14)
First-lien loan ($26,767 par, due 9/2026)
9/30/2015
SOFR + 7.35%
11.67% (incl. 11.17% PIK)
25,948
19,741
First-lien loan ($1,334 par, due 9/2026)
6/10/2021
SOFR + 15.10%
19.42% (incl. 18.92% PIK)
1,334
100
Subordinated note ($4,740 par, due 9/2026)
3/16/2021
SOFR + 1.15%
5.45
59
Bed Bath and Beyond Inc. (3)(15)
ABL FILO term loan ($6,023 par, due 8/2027)
9/2/2022
SOFR + 9.90%
14.23
5,946
5,361
Roll Up DIP term loan ($23,849 par)
4/24/2023
SOFR + 7.90%
12.23% PIK
23,849
21,226
Super-Priority DIP term loan ($3,590 par)
12.23
3,590
3,195
Belk, Inc. (3)
First-lien loan ($48,125 par, due 7/2029)
7/22/2024
47,444
48,005
3.0
Cordance Operations, LLC (3)
First-lien loan ($63,002 par, due 7/2028)
7/25/2022
SOFR + 9.10%
13.43
62,146
63,502
3.9
Neuintel, LLC (3)(5)
First-lien loan ($54,482 par, due 12/2026)
12/20/2021
SOFR + 6.85%
11.18
54,089
54,482
PDI TA Holdings, Inc. (3)
First-lien loan ($20,388 par, due 2/2031)
2/1/2024
20,140
20,439
First-lien revolving loan ($656 par, due 2/2031)
636
660
10
Rapid Data GmbH Unternehmensberatung (3)(4)
First-lien loan (EUR 7,491 par, due 7/2029)
7/11/2023
8.77% (incl. 3.00% PIK)
8,028
8,846 (EUR 7,535)
Tango Management Consulting, LLC (3)(5)
First-lien loan ($47,588 par, due 6/2031)
6/25/2025
9.82
46,479
46,477
2.9
313,842
305,973
18.9
Transportation
Ben Nevis Midco Limited (3)(4)
First-lien loan ($5,000 par, due 3/2028)
3/26/2024
9.81
4,955
5,025
Marcura Equities LTD (3)(4)
First-lien loan ($33,874 par, due 8/2029)
8/11/2023
33,130
34,382
2.1
First-lien loan (GBP 1,083 par, due 8/2029)
1,347
1,503 (GBP 1,097)
First-lien revolving loan ($1,667 par, due 8/2029)
1,610
1,708
Project44, Inc. (3)(5)
First-lien loan ($54,687 par, due 11/2027)
11/12/2021
10.67
54,032
54,550
Rail Acquisitions LLC
First-lien loan ($25,344 par, due 1/2030) (3)
1/27/2025
24,830
25,004
Second-lien note ($19,994 par, due 1/2031)
13.75
13.75% PIK
16,652
17,288
Shiftmove GMBH (3)(4)(5)
First-lien loan (EUR 31,875 par, due 9/2030)
E + 6.00%
7.98
34,641
37,152 (EUR 31,650)
171,197
176,612
10.9
Total Debt Investments
3,098,582
3,126,317
193.3
Equity and Other Investments
Automotive
Clarience Technologies, LLC
Class A Units (333 units)
2/12/2024
820
1,400
Artisan Topco LP(11)
Class A Preferred Units (2,117,264 units)
2,117
1,779
Dye & Durham, Ltd. (4)(10)
Common Shares (126,968 shares)
12/3/2021
3,909
893 (CAD 1,219)
Insight Hideaway Aggregator, L.P. (11)
Partnership Interest (329,861 units)
3,299
3,530
Mitnick TA Aggregator, L.P. (11)
Membership Interest (0.43% ownership)
5,249
3,202
Newark FP Co-Invest, L.P.(11)
Partnership (2,527,719 units)
2,533
1,450
Sprinklr, Inc. (10)(11)
Common Shares (283,499 shares)
6/24/2021
2,445
2,398
Warrior TopCo LP (11)
Class A Units (423,729 units)
424
661
19,976
13,913
Celtra Technologies, Inc. (11)
Class A Units (1,250,000 units)
11/19/2021
1,250
1,563
IntelePeer Holdings, Inc. (11)
Series C Preferred Shares (1,816,295 shares)
4/8/2021
1,816
372
Series D Preferred Shares (1,598,874 shares)
2,925
402
Series D Warrants (106,592 warrants)
5,991
2,337
Astra 2L Holdings II LLC (11)
Membership Interest (10.17% ownership)
1/13/2022
3,255
EMS Linq, Inc. (11)
Class B Units (5,522,526 units)
5,523
1,602
8,778
AF Eagle Parent, L.P.(11)
Partnership Units (121,329 units)
4,091
4,520
Newport Parent Holdings, L.P. (11)
Class A-2 Units (131,569 units)
12/10/2020
4,177
10,390
Oxford Square Capital Corp. (4)(10)
Common Shares (1,620 shares)
8/5/2015
Passport Labs, Inc. (11)
Warrants (17,534 warrants)
4/28/2021
192
TradingScreen, Inc. (13)
Class A Units (600,000 units) (11)
5/14/2021
600
668
Class AA Units (19,093 units) (12)
20.00
38
9,104
15,620
Caris Life Sciences, Inc. (10)(11)(12)
Common Shares (1,210,369 shares)
6/20/2025
13,991
32,341
Khoros, LLC (12)
Earnout Interests
7,533
Merative Topco L.P. (11)
Class A-1 Units (989,691 units)
9,897
10,639
11
Raptor US Buyer II Corp. (11)
Ordinary Shares (13,176 shares)
2,033
2,094
33,454
52,607
IRGSE Holding Corp. (6)(11)
Class A Units (33,790,171 units)
21,842
84
Class C-1 Units (8,800,000 units)
43
21,942
127
Axonify, Inc. (4)(11)(13)
Class A-1 Units (3,780,000 units)
3,780
4,848
bswift, LLC
Class A-1 Units (2,393,509 units)
2,394
4,835
DaySmart Holdings, LLC (11)
Class A Units (166,811 units)
12/18/2020
2,209
Employment Hero Holdings Pty Ltd. (4)(11)
Series E Preferred Shares (113,250 shares)
3/1/2022
2,134
3,573 (AUD 5,452)
9,655
15,465
Bayshore Intermediate #2, L.P. (11)(13)
Co-Invest Common Units (8,837,008 units)
8,837
11,996
Co-Invest 2 Common Units (3,493,701 units)
3,494
4,743
Bigtincan Holdings L.P. (11)(12)
Class A Units (2,333,333 Units)
2,333
Lucidworks, Inc. (11)
Series F Preferred Shares (199,054 shares)
8/2/2019
800
650
Piano Software, Inc. (11)
Series C-1 Preferred Shares (418,527 shares)
3,000
2,400
Series C-2 Preferred Shares (27,588 shares)
11/18/2022
198
316
SMA Technologies Holdings, LLC (11)(12)
Class A Units (1,584 units)
11/21/2022
1,584
2,530
Class B Units (1,124,813 units)
68
109
20,314
25,077
Marketing Services
Validity, Inc. (11)
Series A Preferred Shares (3,840,000 shares)
5/31/2018
3,840
10,176
Murchison Oil and Gas, LLC (11)(13)
Preferred Units (13,355 units)
TRP Assets, LLC (13)
Partnership Interest (1.89% ownership)
8/25/2022
8,855
8,014
TherapeuticsMD, Inc. (4)(11)
Warrants (14,256 warrants)
8/5/2020
1,029
Elysium BidCo Limited (4)(11)(12)
Convertible Preference Shares (4,976,563 Shares)
6,341
6,820 (GBP 4,977)
7,370
6,820
American Achievement, Corp. (11)
Class A Units (687 units)
50
Copper Bidco, LLC (9)
Trust Certificates (996,958 Certificates)
1/30/2021
1,262
12,213
Neuintel, LLC (11)(13)
Class A Units (1,176,494 units)
450
4,262
12,713
RailTrac Holdings Inc. (11)(12)
Warrants (3,059 warrants)
2,717
Total Equity and Other Investments
157,078
168,588
10.4
Total Investments
3,255,660
203.7
Interest Rate Swaps as of June 30, 2025
CompanyReceives
CompanyPays
Maturity Date
NotionalAmount
FairMarketValue
Upfront(Payments) /Receipts
Change inUnrealizedGains / (Losses)
Interest rate swap (a)(b)
2.50%
SOFR + 2.17%
8/1/2026
300,000
(11,422
6,196
6.95%
SOFR + 2.99%
8/14/2028
4,470
5,847
6.125%
SOFR + 2.44%
3/1/2029
350,000
3,005
8,248
5.625%
SOFR + 1.53%
8/15/2030
8,869
Total Hedge Accounting Swaps
1,250,000
4,922
29,160
Cash collateral
35,256
Total derivatives
40,178
Controlled, Affiliated Investments during the six months ended June 30, 2025
Company
FairValue atDecember 31,2024
GrossAdditions (a)
GrossReductions (b)
Net ChangeIn UnrealizedGain/(Loss)
RealizedGain/(Loss)
Transfers
FairValue atJune 30,2025
OtherIncome
InterestIncome
IRGSE Holding Corp.
5,769
Total
13
14
Consolidated Schedule of Investments as of December 31, 2024
15
Truck-Lite Co., LLC (3)
First-lien loan ($40,134 par, due 2/2031)
2/13/2024
10.27
39,707
40,256
First-lien loan ($69,624 par, due 8/2028)
11.20
69,361
69,975
First-lien loan ($38,830 par, due 11/2029)
11.39
38,090
38,830
First-lien loan (EUR 17,558 par, due 11/2029)
18,544
18,181 (EUR 17,558)
10.86
42,029
42,513
First-lien holdco loan ($36,231 par, due 10/2030)
SOFR + 8.50%
13.13% PIK
35,456
36,955
Crewline Buyer, Inc. (3)
11.11
56,953
58,866
First-lien loan ($955 par, due 4/2031)
SOFR + 4.10%
8.43
941
964
First-lien loan ($4,069 par, due 4/2031)
SOFR + 4.97%
9.33% (incl. 1.97% PIK)
4,045
4,069
First-lien loan (GBP 10,275 par, due 4/2031)
9.95% (incl. 2.25% PIK)
12,748
12,869 (GBP 10,275)
First-lien loan ($74,616 par, due 7/2027)
SOFR + 7.60%
11.96
73,874
74,616
First-lien loan ($5,597 par, due 5/2031)
9.52
5,541
5,565
First-lien loan ($64,093 par, due 5/2030)
10.08
62,493
64,093
First-lien revolving loan ($4,615 par, due 5/2030)
4,397
4,615
First-lien loan ($1,421 par, due 7/2031)
11.75% (incl. 5.61% PIK)
1,385
1,392
First-lien loan (EUR 597 par, due 7/2031)
10.38% (incl. 5.61% PIK)
633
611 (EUR 590)
First-lien loan ($326 par, due 5/2029)
SOFR + 4.50%
9.19
326
302
966
947 (EUR 915)
9.12
921
919 (EUR 887)
First-lien loan ($6,899 par, due 4/2031)
9.62
6,789
6,899
First-lien revolving loan ($275 par, due 4/2030)
9.59
263
275
First-lien loan ($5,484 par, due 9/2029)
10.38
5,369
441,124
449,009
28.0
Erling Lux Bidco SARL (3)(4)
First-lien loan (EUR 7,239 par, due 9/2028)
6,928
7,650 (EUR 7,388)
First-lien loan (GBP 19,591 par, due 9/2028)
11.70
23,020
24,904 (GBP 19,885)
11.69
664 (NOK 7,538)
30,659
33,218
8.93
34,915
34,157 (EUR 32,986)
Babylon Finco Limited (3)(4)
First-lien loan ($1,557 par, due 1/2031)
1/26/2024
10.37
1,557
Banyan Software Holdings, LLC (3)(4)
First-lien loan ($39,386 par, due 10/2026)
1/27/2023
11.71
38,748
40,173
First-lien loan ($16,045 par, due 10/2026)
10.61
15,768
16,594
Celtra Technologies, Inc. (3)(5)
First-lien loan ($26,437 par, due 11/2026)
10.34
26,075
26,503
117,017
118,984
7.4
SOFR + 9.14%
13.47
6,045
16
Destiny Solutions Parent Holding Company (3)(5)
First-lien loan ($58,950 par, due 6/2026)
6/8/2021
58,535
58,950
55,578
55,935
3.5
First-lien revolving loan ($4,216 par, due 12/2027)
10.81
4,129
4,172
10.66
29,804
30,800
First-lien loan ($15,046 par, due 10/2031)
9.36% (incl. 2.25% PIK)
15,028
15,046
202,777
170,948
10.6
First-lien loan ($26,962 par, due 9/2031)
9.75% (incl. 3.0% PIK)
26,672
26,811
8.51
759
765 (EUR 739)
First-lien loan ($29,532 par, due 7/2029)
10.84
28,681
29,827
First-lien loan ($45,106 par, due 8/2025)
13.48
44,928
44,749
BTRS Holdings, Inc. (3)
First-lien loan ($48,983 par, due 12/2028)
12/16/2022
SOFR + 7.25%
11.61
48,089
49,473
First-lien revolving loan ($1,807 par, due 12/2028)
11.76
1,712
1,855
CLGF Holdco 2, LLC (3)(4)
First-lien loan ($3,916 par, due 11/2027)
12.83
3,860
3,926
Second-lien loan ($3,357 par, due 11/2028)
SOFR + 12.00%
16.33
3,150
3,357
Fullsteam Operations, LLC (3)
First-lien loan ($40,048 par, due 11/2029)
SOFR + 8.38%
12.89
38,946
40,457
8.66
5,413
5,246 (EUR 5,066)
First-lien loan ($1,185 par, due 5/2027)
9.16
1,154
1,191
First-lien loan ($18,290 par, due 5/2028)
12.91% PIK
18,111
18,290
First-lien loan ($24,995, par, due 4/2026) (3)
12.91
24,914
25,058
First-lien loan ($55,528 par, due 4/2027)
54,788
55,528
First-lien revolving loan ($899 par, due 5/2027)
876
899
First-lien loan ($3,072 par, due 9/2028)
3,049
3,141
279,516
285,838
17.8
First-lien loan ($70,154 par, due 11/2029)
11.01
69,484
71,208
Second-lien loan ($6,596 par, due 1/2030)
15.33% PIK
6,488
6,745
First-lien loan (EUR 5,947 par, due 2/2029)
9.43
6,219
6,284 (EUR 6,068)
First-lien loan ($25,900 par, due 11/2030)
9.86
25,472
25,571
First-lien revolving loan ($467 par, due 11/2030)
10.03
432
11.58
68,543
69,928
First-lien loan ($18,133 par, due 3/2029)
17,695
18,368
SL Buyer Corp. (3)(5)
First-lien loan ($33,416 par, due 7/2029)
12.34
32,264
33,215
226,581
231,751
14.4
10.99
63,983
65,162
4.1
First-lien loan ($45,167 par, due 12/2031)
44,175
44,292
First-lien loan ($49,590 par, due 3/2029)(3)
12.58% (incl. 4.13% PIK)
48,934
49,714
Second-lien loan ($2,347 par, due 6/2027)
2,297
2,388
17
First-lien loan ($30,261 par, due 6/2025)
13.98
28,823
First-lien revolving loan ($37,972 par, due 6/2025)
14.14
37,972
36,144
2.2
QSR Acquisition Co. (3)(5)
First-lien loan ($30,000 par, due 10/2030)
10/31/2024
9.84
29,461
29,550
First-lien loan (EUR 4,494 par, due 4/2030)
10.15% (incl. 3.88% PIK)
4,712
4,601 (EUR 4,443)
260,128
260,674
16.2
First-lien loan ($44,419 par, due 5/2026)
12.20
43,982
44,532
First-lien loan ($43,910 par, due 11/2028)
11.05
43,029
44,569
First-lien loan ($21,899 par, due 1/2028)
SOFR + 6.65%
11.28
21,616
21,954
First-lien revolving loan (GBP 325 par, due 1/2028)
S + 5.00%
9.70
361
396 (GBP 316)
10.73
41,424
37,247 (AUD 60,158)
HireVue, Inc. (3)
First-lien loan ($53,572 par, due 5/2029)
11.34
52,335
54,240
First-lien revolving loan ($4,378 par, due 5/2029)
4,233
4,464
Madcap Software, Inc. (3)(5)
First-lien loan ($32,175 par, due 12/2026)
10.35
31,657
32,175
First-lien loan ($70,465 par, due 5/2027)
10.18
70,196
71,170
PrimePay Intermediate, LLC (3)(5)
First-lien loan ($34,025 par, due 12/2026)
12/17/2021
11.63
33,466
34,025
342,299
344,772
21.4
12.01
5,216
5,377
First-lien loan ($34,944 par, due 7/2030)
34,152
35,449
First-lien loan ($40,663 par, due 10/2028)
10.77% (incl. 3.38% PIK)
40,222
40,774
First-lien loan ($42,975 par, due 2/2030)
42,097
43,722
CrunchTime Information, Systems, Inc. (3)(5)
First-lien loan ($58,898 par, due 6/2028)
6/17/2022
10.11
58,078
58,898
First-lien loan ($69,873 par, due 7/2028)
68,832
69,349
38,851
38,900
Higher Logic, LLC (3)(5)
First-lien loan ($50,054 par, due 1/2025)
6/18/2018
50,047
50,054
First-lien loan (SEK 80,225 par, due 2/2031)
9.16% (incl. 3.50% PIK)
7,557
7,238 (SEK 79,977)
First-lien loan (EUR 2,472 par, due 2/2031)
9.87% (incl. 3.50% PIK)
2,636
2,554 (EUR 2,466)
First-lien loan ($19,912 par, due 12/2031)
10.10
19,472
19,526
First-lien loan (EUR 4,608 par, due 12/2031)
8.61
4,729
4,688 (EUR 4,527)
First-lien loan ($56,156 par, due 7/2028)
55,388
56,437
Lithium Technologies, LLC (3)(14)
First-lien loan ($61,483 par, due 1/2025)
10/3/2017
SOFR + 11.00%
15.59
61,483
22,287
First-lien loan ($9,477 par, due 2/2027)
11.86% (incl. 3.5% PIK)
9,477
9,501
11.85
41,939
42,389
SMA Technologies Holdings, LLC (3)(5)
52,542
54,678
587,502
556,444
34.7
Aptean, Inc. (3)
First-lien loan ($8,835 par, due 1/2031)
1/30/2024
8,748
8,860
18
First-lien loan ($3,449 par, due 9/2029)(3)
12.08% (incl. 4.75% PIK)
3,376
3,484
Second-lien note ($1,999 par, due 9/2029)
1,513
1,309
Avalara, Inc. (3)
First-lien loan ($38,636 par, due 10/2028)
10/19/2022
37,889
38,955
First-lien loan ($12,284 par, due 1/2031)
12,221
12,425
First-lien loan ($1,329 par, due 1/2031)
1,323
1,329
9.99
15,951
8.35
5,074 (EUR 4,900)
First-lien loan (GBP 16,640 par, due 9/2030)
10.36
20,115
21,117 (GBP 16,861)
9.42
13,681
13,105 (EUR 12,656)
119,888
122,161
7.6
ABL FILO term loan ($15,000 par, due 4/2027)
14,781
15,000
11.46
27,025
Mach Natural Resources LP (3)(4)
First-lien loan ($4,625 par, due 12/2026)
12/28/2023
10.98
4,561
4,660
53,540
54,834
85,126
87,084
5.4
First-lien loan ($39,533 par, due 3/2027)
39,244
39,533
2,671
2,584 (EUR 2,496)
Sky Bidco S.p.A. (3)(4)
E + 5.25%
8.20
6,671
6,415 (EUR 6,195)
10.51
13,810
13,838
62,396
62,370
First-lien loan ($33,059 par, due 8/2031)
32,758
44,133
10.07
18,396
18,204 (EUR 17,580)
First-lien loan (GBP 9,953 par, due 6/2030)
11.95
12,367
12,129 (GBP 9,684)
83,258
94,390
5.9
First-lien loan (GBP 675 par, due 8/2030)
10.95% (incl. 3.00% PIK)
836
836 (GBP 667)
First-lien loan ($10,000 par, due 8/2031)
10.12
9,806
9,925
First-lien loan ($26,864 par, due 9/2026)
11.90% (incl. 11.40% PIK)
26,042
20,551
First-lien loan ($1,341 par, due 9/2026)
19.65% (incl. 19.15% PIK)
1,341
101
5.74
ABL FILO term loan ($8,994 par, due 8/2027)
14.26
8,856
8,229
Roll Up DIP term loan ($24,924 par)
12.26% PIK
24,924
22,806
Super-Priority DIP term loan ($3,988 par)
12.26
3,988
3,649
19
First-lien loan ($49,375 par, due 7/2029)
11.51
48,637
49,005
First-lien loan ($60,781 par, due 7/2028)
SOFR + 9.25%
13.51
59,808
61,428
First-lien loan ($55,038 par, due 12/2026)
54,520
55,176
First-lien loan ($18,133 par, due 2/2031)
10.09
17,854
18,241
First-lien loan (EUR 7,378 par, due 7/2029)
9.47% (incl. 3.00% PIK)
7,885
7,685 (EUR 7,422)
First-lien loan ($69,218 par, due 12/2027)
12/1/2021
SOFR + 6.90%
11.56
68,671
69,045
First-lien revolving loan ($2,454 par, due 12/2027)
P + 6.75%
14.25
2,408
2,444
335,285
328,344
20.4
First-lien loan ($3,635 par, due 3/2028)
3,581
3,610
33,030
34,189
First-lien revolving loan ($2,333 par, due 8/2029)
2,269
2,358
First-lien loan ($54,824 par, due 11/2027)
10.75
54,087
54,824
8.68
34,509
32,191 (EUR 31,088)
127,476
127,172
7.9
3,388,244
3,361,439
209.2
Clarience Technologies, LLC (11)(12)
Artisan Topco LP (11)
1,773
1,552 (CAD 2,232)
Insight Hideaway Aggregator, L.P. (11)(12)
5,247
3,751
Newark FP Co-Invest, L.P. (11)
2,532
2,254
ReliaQuest, LLC (13)
Class A-1 Units (637,713 units) (11)
11/23/2021
1,120
1,658
Class A-2 Units (10,611 units) (11)(12)
6/21/2022
23
35
Class A-3 Units (16,957 units) (11)
11/10/2023
36
53
Series A Preferred Stock (1,667 units) (3)
12/20/2023
16.60% PIK
1,817
1,989
Warrants (90,634 warrants) (11)
102
126
2,395
Warrior TopCo LP
604
23,071
19,489
1,535
1,653
Series C Warrants (280,000 warrants)
2/28/2020
183
6,174
4,438
5,522
2,830
RMCF IV CIV XXXV, LP. (11)
Partnership Interest (11.94% ownership)
1,000
1,625
9,777
4,455
20
AF Eagle Parent, L.P. (11)
4,684
CLGF Holdings, L.P. (4)(11)
Warrants (334,682 warrants)
330
12,802
9,287
18,458
Caris Life Sciences, Inc. (11)
Series C Preferred Shares (1,915,114 shares)
10/13/2020
3,500
8,137
Series D Preferred Shares (1,240,740 shares)
5/11/2021
10,050
9,924
Warrants (633,376 warrants)
9/21/2018
1,672
Warrants (569,991 warrants)
4/2/2020
250
1,321
9,600
1,830
25,922
32,484
85
128
bswift, LLC (11)
2,393
5,062
2,148
2,819 (AUD 4,552)
9,654
14,877
10,870
4,297
776
317
99
17,981
21,056
10,752
Murchison Oil and Gas, LLC (13)
2,137
8,820
7,475
9,612
6,341 (GBP 5,063)
11,963
578
21
4,751
12,591
Structured Credit
Dryden Senior Loan Fund, Series 2020-86A (3)(4)(9)
Structured Credit ($1,500 par, due 7/2034)
8/17/2022
SOFR + 6.76%
11.41
1,500
1,472
150,909
156,973
9.7
3,539,153
218.9
Interest Rate Swaps as of December 31, 2024
(17,618
8,493
(1,377
(6,057
(5,243
950,000
(24,238
(2,807
46,601
22,363
Controlled, Affiliated Investments during the year ended December 31, 2024
FairValue atDecember 31,2023
59,913
10,351
(5,169
9,428
22
Consolidated Statements of Changes in Net Assets
Common Stock
Treasury Stock
Shares
ParAmount
Cost
Paid in Capital inExcess of Par
DistributableEarnings
Total NetAssets
Balance at December 31, 2024
93,661,436
664,250
Net increase (decrease) in net assets resulting from operations:
Net investment income
57,978
Net change in unrealized gains (losses) on investments and foreign currency translation
(21,860
Net realized gains (losses) on investments and foreign currency transactions
837
Dividends to stockholders:
Stock issued in connection with dividend reinvestment plan
302,922
6,437
6,440
Dividends declared from distributable earnings
(49,641
Balance at March 31, 2025
93,964,358
946
1,525,774
85,022
1,601,283
275,990
6,222
(48,862
Balance at June 30, 2025
94,240,348
Balance at December 31, 2023
87,829,499
885
1,405,173
100,776
1,496,375
52,362
(6,969
2,125
Increase (decrease) in Net Assets Resulting from Capital Share Transactions:
Issuance of common stock, net of offering and underwriting costs
4,000,000
40
81,417
81,457
292,057
5,921
5,924
(49,268
Balance at March 31, 2024
92,121,556
928
1,492,511
99,026
1,582,006
600,000
11,844
11,850
295,649
5,990
5,993
(48,215
Balance at June 30, 2024
93,017,205
1,510,345
98,212
1,599,035
25
Consolidated Statements of Cash Flows
(Amounts in thousands)
Cash Flows from Operating Activities
Increase (decrease) in net assets resulting from operations
Adjustments to reconcile increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net change in unrealized (gains) losses on investments
(59,986
19,547
Net change in unrealized (gains) losses on foreign currency transactions
36,807
(3,085
Net realized (gains) losses on investments
35,688
(3,863
Net realized (gains) losses on foreign currency transactions
41
(765
Net amortization of discount on investments
(14,125
(10,557
Amortization of deferred financing costs
3,231
3,446
Amortization of discount on debt
868
816
Purchases and originations of investments, net
(459,501
(458,946
Proceeds from investments, net
65,262
59,433
Repayments on investments
667,906
374,283
Paid-in-kind interest
(10,952
(16,292
Changes in operating assets and liabilities:
5,968
(1,518
Interest receivable paid-in-kind
(191
(1,251
(46,161
3,083
(333
506
(924
(37
(2,249
(2,180
Payable to affiliate
1,725
1,782
24,087
408
Net Cash Provided by (Used in) Operating Activities
343,118
59,729
Cash Flows from Financing Activities
Borrowings on debt
739,692
855,943
Repayments on debt
(977,811
(905,182
Deferred financing costs
(7,317
(8,778
Proceeds from issuance of common stock, net of offering and underwriting costs
93,307
Dividends paid to stockholders
(85,841
(85,566
Net Cash Provided by (Used in) Financing Activities
(331,277
(50,276
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash
11,841
9,453
Cash, cash equivalents, and restricted cash, beginning of period
25,196
Cash, Cash Equivalents, and Restricted Cash, End of Period
34,649
Supplemental Information:
Interest paid during the period
61,461
68,168
Excise and other taxes paid during the period
4,607
2,404
Dividends declared during the period
98,503
97,483
Non-Cash Financing Activities:
Reinvestment of dividends during the period
12,662
11,917
Notes to Consolidated Financial Statements
(Amounts in thousands, unless otherwise indicated)
1. Organization and Basis of Presentation
Organization
Sixth Street Specialty Lending, Inc. (the “Company”) is a Delaware corporation formed on July 21, 2010. The Company was formed primarily to lend to, and selectively invest in, middle-market companies in the United States. The Company has elected to be regulated as a business development company (“BDC”) under the 1940 Act. In addition, for tax purposes, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is managed by Sixth Street Specialty Lending Advisers, LLC (the “Adviser”). On June 1, 2011, the Company formed a wholly-owned subsidiary, TC Lending, LLC, a Delaware limited liability company. On March 22, 2012, the Company formed a wholly-owned subsidiary, Sixth Street SL SPV, LLC, a Delaware limited liability company. On May 19, 2014, the Company formed a wholly-owned subsidiary, Sixth Street SL Holding, LLC, a Delaware limited liability company. On December 9, 2020, the Company formed a wholly-owned subsidiary, Sixth Street Specialty Lending Sub, LLC, a Cayman Islands limited liability company.
On March 21, 2014, the Company completed its initial public offering (“IPO”) and the Company’s shares began trading on the New York Stock Exchange (“NYSE”) under the symbol “TSLX.”
Basis of Presentation
The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and include the accounts of the Company and its subsidiaries. In the opinion of management, all adjustments considered necessary for the fair presentation of the consolidated financial statements for the periods presented have been included. The results of operations for interim periods are not indicative of results to be expected for the full year. All intercompany balances and transactions have been eliminated in consolidation.
Certain financial information that is normally included in annual financial statements, including certain financial statement footnotes, prepared in accordance with U.S. GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission (“SEC”), on February 13, 2025.
The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies.
Fiscal Year End
The Company’s fiscal year ends on December 31.
2. Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual amounts could differ from those estimates and such differences could be material.
Cash and Cash Equivalents
Cash and cash equivalents may consist of demand deposits, highly liquid investments (e.g., money market funds, U.S. Treasury notes, and similar type instruments) with original maturities of three months or less, and restricted cash pledged as collateral for certain centrally cleared derivative instruments. Cash and cash equivalents denominated in U.S. dollars are carried at cost, which approximates fair value. The Company deposits its cash and cash equivalents with highly-rated banking corporations and, at times, cash deposits may exceed the insured limits under applicable law.
Investments at Fair Value
Loan originations are recorded on the date of the binding commitment, which is generally the funding date. Investment transactions purchased through the secondary markets are recorded on the trade date. Realized gains or losses are measured by the difference
between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values and also includes the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.
Investments for which market quotations are readily available are typically valued at those market quotations. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available, as is the case for substantially all of our investments, are valued at fair value as determined in good faith by the Company’s Board of Directors (the “Board”), based on, among other things, the input of the Adviser, the Company’s Audit Committee and independent third-party valuation firms engaged at the direction of the Board.
As part of the valuation process, the Board takes into account relevant factors in determining the fair value of our investments, including and in combination of: the estimated enterprise value of a portfolio company (that is, the total value of the portfolio company’s net debt and equity), the nature and realizable value of any collateral, the portfolio company’s ability to make payments based on its earnings and cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Board considers whether the pricing indicated by the external event corroborates its valuation.
The Board undertakes a multi-step valuation process, which includes, among other procedures, the following:
The Company conducts this valuation process on a quarterly basis.
The Board has engaged independent third-party valuation firms to perform certain limited procedures that the Board has identified and requested them to perform in connection with the valuation process of investments for which no market quotations are readily available. At June 30, 2025, the independent third-party valuation firms performed their procedures over substantially all of the Company’s investments. Upon completion of such limited procedures, the third-party valuation firms concluded that the fair value, as determined by the Board, of those investments subjected to their limited procedures, appeared reasonable.
The Company applies Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value Measurement (“ASC Topic 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC Topic 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC Topic 820, the Company considers its principal market to be the market that has the greatest volume and level of activity. ASC Topic 820 specifies a fair value
28
hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC Topic 820, these levels are summarized below:
Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur. In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC Topic 820. Consistent with the valuation policy, the Company evaluates the source of inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When a security is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), the Company subjects those prices to various additional criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, the Company reviews pricing provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs. Some additional factors considered include the number of prices obtained as well as an assessment as to their quality, such as the depth of the relevant market relative to the size of the Company’s position.
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. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.
In addition, changes in the market environment including the impact of changes in broader market indices and credit spreads and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.
Financial and Derivative Instruments
The Company recognizes all derivative instruments as assets or liabilities at fair value in its consolidated financial statements, pursuant to ASC Topic 815 Derivatives and Hedging, further clarified by the FASB’s issuance of the Accounting Standards Update (“ASU”) No. 2017-12, Derivatives and Hedging, which was adopted in 2019 by the Company. For all derivative instruments designated in a hedge accounting relationship, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Consolidated Statements of Operations as the hedged item. The Company uses certain interest rate swaps as derivative instruments to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Consolidated Statements of Operations. For derivative contracts entered into by the Company that are not designated in a hedge accounting relationship, the Company presents changes in the fair value through current period earnings.
In the normal course of business, the Company has commitments and risks resulting from its investment transactions, which may include those involving derivative instruments. Derivative instruments are measured in terms of the notional contract amount and derive their value based upon one or more underlying instruments. While the notional amount gives some indication of the Company’s derivative activity, it generally is not exchanged, but is only used as the basis on which interest and other payments are exchanged. Derivative instruments are subject to various risks similar to non-derivative instruments including market, credit, liquidity, and operational risks. The Company manages these risks on an aggregate basis as part of its risk management process.
Derivatives, including the Company’s interest rate swaps, for which broker quotes are available are typically valued at those broker quotes.
Offsetting Assets and Liabilities
Foreign currency forward contract and interest rate swap receivables or payables pending settlement are offset, and the net amount is included with receivable or payable for foreign currency forward contracts or interest rate swaps in the Consolidated Balance Sheets when, and only when, they are with the same counterparty, the Company has the legal right to offset the recognized amounts, and it intends to either settle on a net basis or realize the asset and settle the liability simultaneously.
Foreign Currency
29
Foreign currency amounts are translated into U.S. dollars on the following basis:
Although net assets and fair values are presented based on the applicable foreign exchange rates described above, 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 fair values of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. The Company’s current approach to hedging the foreign currency exposure in its non-U.S. dollar denominated investments is primarily to borrow the par amount in local currency under the Company’s Revolving Credit Facility to fund these investments. Fluctuations arising from the translation of foreign currency borrowings are included with the net change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar.
Equity Offering Expenses
The Company records expenses related to equity offerings as a reduction of capital upon completion of an offering of registered securities. The costs associated with renewals of the Company’s shelf registration statement are expensed as incurred.
Debt Issuance Costs
The Company records origination and other expenses related to its debt obligations as deferred financing costs, which are presented as a direct deduction from the carrying value of the related debt liability. These expenses are deferred and amortized using the effective interest method, or straight-line method, over the stated maturity of the debt obligation.
Interest and Dividend Income Recognition
Interest income is recorded on an accrual basis and includes the amortization of discounts and premiums. Discounts and premiums to par value on securities purchased or originated are amortized into interest income over the contractual life of the respective security using the effective interest method. The amortized cost of investments represents the original cost adjusted for the amortization of discounts and premiums, if any.
Unless providing services in connection with an investment, such as syndication, structuring or diligence, all or a portion of any loan fees received by the Company will be deferred and amortized over the investment’s life using the effective interest method.
Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when management has reasonable doubt that the borrower will pay principal or interest in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest has been paid and, in management’s judgment, the borrower is likely to make principal and interest payments in the future. Management may determine to not place a loan on non-accrual status if, notwithstanding any failure to pay, the loan has sufficient collateral value and is in the process of collection.
Dividend income on preferred equity securities is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
Other Income
From time to time, the Company may receive fees for services provided to portfolio companies by the Adviser. The services that the Adviser provides vary by investment, but may include syndication, structuring, diligence fees, or other service-based fees and fees for providing managerial assistance to our portfolio companies and are recognized as revenue when earned.
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Earnings per share
The Company's earnings per share (“EPS”) amounts have been computed based on the weighted-average number of shares of common stock outstanding for the period. Basic EPS is computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average number of shares of common stock assuming all potential shares had been issued and the additional shares of common stock were dilutive. Diluted EPS reflects the potential dilution, using the if-converted method for convertible debt, which could occur if all potentially dilutive securities were exercised.
Reimbursement of Transaction-Related Expenses
The Company may receive reimbursement for certain transaction-related expenses in pursuing investments. Transaction-related expenses, which are expected to be reimbursed by third parties, are typically deferred until the transaction is consummated and are recorded in Prepaid expenses and other assets on the date incurred. The transaction-related costs of pursuing investments not otherwise reimbursed are borne by the Company and for successfully completed investments included as a component of the investment’s cost basis.
Cash advances received in respect of transaction-related expenses are recorded as Cash and cash equivalents with an offset to Other liabilities or Other payables to affiliates. Other liabilities or Other payables to affiliates are relieved as reimbursable expenses are incurred.
Income Taxes, Including Excise Taxes
The Company has elected to be treated as a RIC under Subchapter M of the Code, and the Company intends to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must, among other things, distribute to its stockholders in each taxable year generally at least 90% of its investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain its RIC status, the Company, among other things, has made and intends to continue to make the requisite distributions to its stockholders, which generally relieves the Company from corporate-level U.S. federal income taxes.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.
Depending on the level of taxable income earned in a tax year, the Company can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that the Company determines that the estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, the Company accrues excise tax on estimated excess taxable income.
For the three and six months ended June 30, 2025, the Company recorded a net expense of $1.3 million and $2.6 million, respectively, for U.S. federal excise tax and other taxes. For the three and six months ended June 30, 2024, the Company recorded a net expense of $1.2 million and $2.1 million, respectively, for U.S. federal excise tax and other taxes.
Dividends to Common Stockholders
Dividends to common stockholders are recorded on the record date. The amount to be paid out as a dividend is determined by the Board and is generally based upon the earnings estimated by the Adviser. Net realized long-term capital gains, if any, would generally be distributed at least annually, although the Company may decide to retain such capital gains.
The Company has adopted a dividend reinvestment plan that provides for reinvestment of any dividends declared in cash on behalf of stockholders, unless a stockholder elects to receive cash. As a result, if the Board authorizes, and it declares, a cash dividend, then the stockholders who have not “opted out” of the dividend reinvestment plan will have their cash dividends automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash dividend. The Company expects to use newly issued shares to satisfy the dividend reinvestment plan.
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Segment Reporting
The Company has one reportable segment: Investment Activity. The Investment Activity segment generates revenue primarily in the form of interest income from the investments it holds. In addition, the Company may generate income from dividends on equity investments, capital gains on the sale of investments and various loan origination and other fees.
The Company’s chief operating decision maker (the “CODM”) is comprised of the senior executive committee that includes the Chief Executive Officer, President, Chief Financial Officer, and the Deputy Chief Financial Officer.
The CODM uses the net increase (decrease) in net assets resulting from operations to evaluate income generated from segment investment activities. The evaluation and assessment of this metric is used in implementing investment policy decisions, strategic initiatives, managing the Company’s portfolio, evaluation of the Company’s distribution policy and assessing the performance of the portfolio.
The accounting policies of the Investment Activity segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance for the segment and determines how to allocate resources based on the net increase (decrease) in net assets resulting from operations that also is reported on the Consolidated Statement of Operations. Significant segment expenses are reported as total expenses on the Consolidated Statement of Operations. The measure of segment assets is reported on the Consolidated Balance Sheet as total assets.
Recent Accounting Standards and Regulatory Updates
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”),” which intends to improve the transparency of income tax disclosures. ASU No. 2023-09 is effective for fiscal years beginning after December 15, 2024 and is to be adopted on a prospective basis with the option to apply retrospectively. The Company does not expect this update to have a material effect on the Company's consolidated financial statements.
In December 2024, the FASB issued ASU No. 2024-04, “Debt with Conversion and Other Options (Subtopic 470): Induced Conversions of Convertible Debt Instruments”, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions rather than as debt extinguishments. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years, though early adoption is permitted. The Company does not expect this update to have a material effect on the Company's consolidated financial statements.
3. Agreements and Related Party Transactions
Administration Agreement
On March 15, 2011, the Company entered into the Administration Agreement with the Adviser. Under the terms of the Administration Agreement, the Adviser provides administrative services to the Company. These services include providing office space, equipment and office services, maintaining financial records, preparing reports to stockholders and reports filed with the SEC, and managing the payment of expenses and the oversight of the performance of administrative and professional services rendered by others. Certain of these services are reimbursable to the Adviser under the terms of the Administration Agreement. In addition, the Adviser is permitted to delegate its duties under the Administration Agreement to affiliates or third parties and the Company pays or reimburses the Adviser for certain expenses incurred by any such affiliates or third parties for work done on its behalf.
In February 2017, the Board of Directors of the Company and the Adviser entered into an amended and restated administration agreement (the “Administration Agreement”) reflecting certain clarifications to the agreement to provide greater detail regarding the scope of the reimbursable costs and expenses of the Administrator’s services.
In November 2024, the Board renewed the Administration Agreement. Unless earlier terminated as described below, the Administration Agreement will remain in effect until November 2025, and may be extended subject to required approvals. The Administration Agreement may be terminated by either party without penalty on 60 days’ written notice to the other party.
No person who is an officer, director or employee of the Adviser or its affiliates and who serves as a director of the Company receives any compensation from the Company for his or her services as a director. However, the Company reimburses the Adviser (or its affiliates) for the allocable portion of the costs of compensation, benefits, and related administrative expenses of the Company’s officers who provide operational and administrative services to the Company pursuant to the Administration Agreement, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or an affiliate). Such reimbursable amounts include the allocable portion of the compensation paid by the Adviser or its affiliates to the Company’s Chief Financial Officer, Chief Compliance Officer, and other professionals who provide operational and administrative services to the Company pursuant to the Administration Agreement, including individuals who provide “back office” or “middle
32
office” financial, operational, legal and/or compliance services to the Company. The Company reimburses the Adviser (or its affiliates) for the allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals based on the percentage of time those individuals devote, on an estimated basis, to the business and affairs of the Company and in acting on behalf of the Company. The Company may also reimburse the Adviser or its affiliates for the allocable portion of overhead expenses (including rent, office equipment and utilities) attributable thereto. Directors who are not affiliated with the Adviser receive compensation for their services and reimbursement of expenses incurred to attend meetings.
For the three and six months ended June 30, 2025, the Company incurred expenses of $0.8 million and $1.7 million, respectively, for administrative services payable to the Adviser under the terms of the Administration Agreement, which is included in other general and administrative expenses in the Consolidated Statements of Operations. For the three and six months ended June 30, 2024, the Company incurred expenses of $1.0 million and $1.9 million, respectively, for administrative services payable to the Adviser under the terms of the Administration Agreement.
Investment Advisory Agreement
On April 15, 2011, the Company entered into the Investment Advisory Agreement with the Adviser. The Investment Advisory Agreement was subsequently amended on December 12, 2011. Under the terms of the Investment Advisory Agreement, the Adviser provides investment advisory services to the Company. The Adviser’s services under the Investment Advisory Agreement are not exclusive, and the Adviser is free to furnish similar or other services to others so long as its services to the Company are not impaired. Under the terms of the Investment Advisory Agreement, the Company will pay the Adviser the Management Fee and may also pay certain Incentive Fees.
The Management Fee is calculated at an annual rate of 1.5% based on the average value of the Company’s gross assets calculated using the values at the end of the two most recently completed calendar quarters, adjusted for any share issuances or repurchases during the period. The Management Fee is payable quarterly in arrears.
For the three and six months ended June 30, 2025, Management Fees (gross of waivers) were $12.9 million and $26.0 million, respectively. For the three and six months ended June 30, 2024, Management Fees (gross of waivers) were $12.8 million and $25.4 million, respectively.
Any waived Management Fees are not subject to recoupment by the Adviser.
The Adviser intends to waive a portion of the Management Fee payable under the Investment Advisory Agreement by reducing the Management Fee on assets financed using leverage over 200% asset coverage (in other words, over 1.0x debt to equity) (the “Leverage Waiver”). Pursuant to the Leverage Waiver, the Adviser intends to waive the portion of the Management Fee in excess of an annual rate of 1.0% (0.250% per quarter) on the average value of the Company's gross assets as of the end of the two most recently completed calendar quarters that exceeds the product of (i) 200% and (ii) the average value of our net asset value at the end of the two most recently completed calendar quarters. For the three and six months ended June 30, 2025, the Adviser waived Management Fees of $0.3 million and $0.7 million, respectively, pursuant to the Leverage Waiver. For the three and six months ended June 30, 2024, the Adviser waived Management Fees of $0.3 million and $0.7 million, respectively, pursuant to the Leverage Waiver.
The Incentive Fee consists of two parts, as follows:
Pre-Incentive Fee net investment income means dividends, interest and fee income accrued by the Company during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, 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 pay-in-kind interest and zero coupon securities), accrued income that the Company may not have received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital gains or losses.
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For purposes of determining whether pre-Incentive Fee net investment income exceeds the hurdle rate, pre-Incentive Fee net investment income is expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter.
Section 205(b)(3) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), prohibits the Adviser from receiving the payment of fees on unrealized gains until those gains are realized, if ever. There can be no assurance that such unrealized gains will be realized in the future.
For the three and six months ended June 30, 2025, Incentive Fees were $12.5 million and $20.4 million, respectively, of which $11.1 million and $22.6 million, respectively, were realized and payable to the Adviser. For the three and six months ended June 30, 2024, Incentive Fees were $10.1 million and $20.2 million, respectively, of which $11.4 million and $22.3 million, respectively, were realized and payable to the Adviser. For the three and six months ended June 30, 2025, $1.4 million and $(2.2) million, respectively, of Incentive Fees were accrued related to Capital Gains Fees. For the three and six months ended June 30, 2024, $(1.3) million and $(2.2) million, respectively, of Incentive Fees were accrued related to the reversal of Capital Gains Fees. As of June 30, 2025, the Capital Gains Fees accrued are not contractually payable to the Adviser.
Any waived Incentive Fees are not subject to recoupment by the Adviser.
Since the Company’s IPO, with the exception of its waiver of Management Fees and certain Incentive Fees attributable to the Company’s ownership of certain investments and the Leverage Waiver, the Adviser has not waived its right to receive any Management Fees or Incentive Fees payable pursuant to the Investment Advisory Agreement.
From time to time, the Adviser may pay amounts owed by the Company to third-party providers of goods or services, including the Board, and the Company will subsequently reimburse the Adviser for such amounts paid on its behalf. Amounts payable to the Adviser are settled in the normal course of business without formal payment terms.
4. Investments at Fair Value
Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or had the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled, affiliated investments is contained in the accompanying consolidated financial statements, including the Consolidated Schedules of Investments. The information in the tables below is presented on an aggregate portfolio basis, without regard to whether they are non-controlled, non-affiliated; non-controlled, affiliated; or controlled, affiliated investments.
Investments at fair value consisted of the following at June 30, 2025 and December 31, 2024:
Amortized Cost (1)
Fair Value
Net UnrealizedGain (Loss)
First-lien debt investments
2,979,075
3,043,110
64,035
Second-lien debt investments
67,427
29,640
(37,787
Mezzanine debt investments
52,080
53,567
1,487
Equity and other investments
11,510
39,245
34
December 31, 2024
3,298,006
3,302,504
4,498
53,151
19,844
(33,307
37,087
39,091
2,004
149,409
155,501
6,092
Structured credit investments
(28
(20,741
The industry composition of investments at fair value at June 30, 2025 and December 31, 2024 is as follows:
Automotive (1)
14.9
13.3
5.0
7.1
8.6
8.5
7.5
9.9
10.2
17.9
16.4
Real Estate (1)
100.0
The geographic composition of investments at fair value at June 30, 2025 and December 31, 2024 is as follows:
United States
Midwest
Northeast
18.3
21.7
South
20.5
20.6
West
30.1
28.8
Australia
Canada
Finland (1)
France
Germany
Italy
Netherlands
Norway
Sweden
United Kingdom
5. Derivatives
Interest Rate Swaps
The Company enters into interest rate swap transactions from time to time to hedge fixed rate debt obligations and certain fixed rate debt investments. The Company’s interest rate swaps are all with one counterparty and are centrally cleared through a registered commodities exchange. Refer to the Consolidated Schedule of Investments for additional disclosure regarding these interest rate swaps.
Cash flows related to the Company's derivatives are included within operating activities on the Consolidated Statements of Cash Flows. The following tables present the amounts paid and received on the Company’s interest rate swap transactions for the three and six months ended June 30, 2025 and 2024:
For the Three Months Ended June 30, 2025
For the Six Months Ended June 30, 2025
Notional Amount
Paid
Received
Net
Interest rate swap
(4,993
1,875
(3,118
(9,782
3,708
(6,074
(5,622
5,213
(409
(11,075
10,425
(650
(6,063
5,359
(704
(11,944
10,719
(1,225
(4,498
4,219
(279
(5,864
5,625
(239
(21,176
16,666
(4,510
(38,665
30,477
(8,188
For the Three Months Ended June 30, 2024
For the Six Months Ended June 30, 2024
(6,032
2,906
(3,126
(11,932
5,813
(6,119
50,000
(1,032
484
(548
(2,030
(1,061
2,500
(24
51
(48
(5,770
(3,895
(11,349
(7,641
(6,398
(1,185
(12,656
(2,231
(6,968
(1,609
(12,183
9,468
(2,715
1,302,500
(26,224
15,888
(10,336
(50,198
30,482
(19,716
For the three and six months ended June 30, 2025, the Company recognized $11.6 million and $29.2 million, respectively, of unrealized gains on interest rate swaps designated as hedging instruments in the Consolidated Statements of Operations. For the three and six months ended June 30, 2025, this amount was offset by an increase of $2.8 million and $6.2 million, respectively, for a change in carrying value of the 2026 Notes, an increase of $2.2 million and $5.8 million, respectively, for a change in carrying value of the
2028 Notes, an increase of $3.3 million and $8.3 million, respectively, for a change in carrying value of the 2029 Notes and an increase of $3.3 million and $8.9 million, respectively, for a change in carrying value of the 2030 Notes.
For the three and six months ended June 30, 2024, the Company recognized $3.0 million in unrealized gains and $7.4 million in unrealized losses, respectively, on interest rate swaps designated as hedging instruments in the Consolidated Statements of Operations. For the three and six months ended June 30, 2024, this amount was offset by an increase of $3.2 million and $5.4 million, respectively, for a change in the carrying value of the 2024 Notes, an increase of $2.0 million and $0.7 million, respectively, for a change in carrying value of the 2026 Notes, a decrease of $1.0 million and $7.2 million, respectively, for a change in carrying value of the 2028 Notes, and a decrease of $1.2 million and $6.3 million, respectively, for a change in carrying value of the 2029 Notes.
As of June 30, 2025, the swap transactions had a fair value of $4.9 million, which is netted against cash collateral of $35.3 million. Cash is pledged as collateral under the Company’s derivative agreements and is included in restricted cash as a component of cash and cash equivalents on the Company’s Consolidated Balance Sheet. As of December 31, 2024, the swap transactions had a fair value of $(24.2) million, which is netted against cash collateral of $46.6 million. Cash is pledged as collateral under the Company’s derivative agreements and is included in restricted cash as a component of cash and cash equivalents on the Company’s Consolidated Balance Sheet.
The Company is required under the terms of its derivatives agreements to pledge assets as collateral to secure its obligations underlying the derivatives. The amount of collateral required varies over time based on the mark-to-market value, notional amount and remaining term of the derivatives, and may exceed the amount owed by the Company on a mark-to-market basis. Any failure by the Company to fulfill any collateral requirement (e.g., a so-called “margin call”) may result in a default. In the event of a default by a counterparty, the Company would be an unsecured creditor to the extent of any such overcollateralization.
The Company may enter into other derivative instruments and incur other exposures with the same or other counterparties in the future.
6. Fair Value of Financial Instruments
Investments
The following tables present fair value measurements of investments as of June 30, 2025 and December 31, 2024:
Fair Value Hierarchy at June 30, 2025
Level 1
Level 2
Level 3
29,039
3,014,071
28,735
35,636
120,739
Total investments at fair value
42,157
3,217,112
Interest rate swaps
47,079
3,299,827
Fair Value Hierarchy at December 31, 2024
14,675
3,287,829
18,535
3,952
139,586
29,419
3,485,041
5,181
3,494,174
Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur.
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The following tables present the changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the three and six months ended June 30, 2025:
As of and for the Three Months Ended
First-liendebtinvestments
Second-liendebtinvestments
Mezzanine debtinvestments
Equityand otherinvestments
Balance, beginning of period
3,144,798
32,301
52,179
141,952
3,371,230
Purchases or originations
252,448
2,366
254,814
Repayments / redemptions
(376,332
(3,357
(379,689
Sales Proceeds
(36,910
(6,641
(43,551
3,453
1,026
1,143
5,622
Net change in unrealized gains (losses)
68,075
(1,540
212
(5,732
61,015
Net realized gains (losses)
(41,507
3,279
(38,228
Net amortization of discount on securities
7,579
305
7,917
Transfers within Level 3
(7,533
Transfers into (out of) Level 3
(22,018
Balance, End of Period
Caris Life Sciences, Inc. was transferred out of Level 3 into Level 1 for fair value measurement purposes during the three months ended June 30, 2025, as a result of changes in the observability of inputs into the security valuation for this portfolio company.
As of and for the Six Months Ended
396,218
15,359
12,740
5,088
429,405
(664,222
(667,579
(8,198
(45,108
1,831
2,200
81
10,857
59,751
(4,026
(516
(4,986
50,223
(41,483
3,653
(37,830
13,676
393
14,121
Caris Life Sciences, Inc. was transferred out of Level 3 into Level 1 for fair value measurement purposes during the six months ended June 30, 2025, as a result of changes in the observability of inputs into the security valuation for this portfolio company.
The following tables present the changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the three and six months ended June 30, 2024:
3,114,679
28,669
40,077
147,344
3,330,769
246,590
246,613
(282,738
(1,535
(284,273
Sale Proceeds
(9,109
7,656
338
1,111
9,181
(6,705
481
1,076
629
(4,519
(1,772
6,393
6,451
3,074,994
27,993
42,282
148,072
3,293,341
2,993,786
35,975
38,865
140,331
3,208,957
450,028
4,151
456,183
(370,087
(371,622
13,387
569
2,178
157
16,291
(10,482
(9,093
1,200
3,433
(14,942
(2,391
9,862
39
9,974
The following table presents information with respect to the net change in unrealized gains or losses on investments for which Level 3 inputs were used in determining fair value that are still held by the Company at June 30, 2025 and 2024:
Net Change in Unrealized
Gains or (Losses)
for the Three Months Ended
June 30, 2025 on
June 30, 2024 on
Investments Held at
31,358
(4,758
(1,066
480
(1,250
29,254
(2,573
for the Six Months Ended
30,038
(5,875
(3,820
(9,094
(2,461
23,241
The following tables present the fair value of Level 3 Investments and the significant unobservable inputs used in the valuations as of June 30, 2025 and December 31, 2024. The tables are not intended to be all-inclusive, but instead capture the significant unobservable inputs relevant to the Company’s determination of fair values.
Valuation
Unobservable
Range (Weighted
Impact to Valuationfrom an
Technique
Input
Average)
Increase to Input
Income approach (1)
Discount rate
6.5% — 16.3% (11.4%)
Decrease
Income approach (2)
13.1% — 14.8% (14.2%)
Income approach (3)
11.5% — 20.0% (11.6%)
Market Multiple (4)
Comparable multiple
1.9x — 20.0x (9.2x)
Increase
7.7% — 17.7% (12.1%)
14.6% — 18.1% (15.6%)
12.2% — 22.5% (12.7%)
2.3x — 20.0x (7.8x)
The Company typically determines the fair value of its performing Level 3 debt investments utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to the expected life, portfolio company performance since close, and other terms and risks associated with an investment. Among other factors, a determinant of risk is the amount of leverage used by the portfolio company relative to the total enterprise value of the company, and the rights and remedies of our investment within each portfolio company’s capital structure.
Significant unobservable quantitative inputs typically considered in the fair value measurement of the Company’s Level 3 debt investments primarily include current market yields, including relevant market indices, but may also include quotes from brokers, dealers, and pricing services as indicated by comparable investments. If debt investments are credit impaired, an enterprise value analysis may be used to value such debt investments; however, in addition to the methods outlined above, other methods such as a liquidation or wind-down analysis may be utilized to estimate enterprise value. For the Company’s Level 3 equity investments,
multiples of similar companies’ revenues, earnings before income taxes, depreciation and amortization (“EBITDA”) or some combination thereof and comparable market transactions are typically used.
Financial Instruments Not Carried at Fair Value
Debt
The fair value of the Company’s Revolving Credit Facility, which is categorized as Level 3 within the fair value hierarchy, as of June 30, 2025 and December 31, 2024, approximates its carrying value as the outstanding balance is callable at carrying value.
The following table presents the fair value of the Company’s 2026 Notes, 2028 Notes, 2029 Notes and 2030 Notes as of June 30, 2025 and December 31, 2024.
OutstandingPrincipal
FairValue (1)
2026 Notes
292,631
287,911
2028 Notes
315,477
312,012
2029 Notes
358,182
354,338
2030 Notes
300,547
1,266,837
954,261
Other Financial Assets and Liabilities
The carrying amounts of the Company’s assets and liabilities, other than investments at fair value and the 2026 Notes, 2028 Notes, 2029 Notes and 2030 Notes, approximate fair value due to their short maturities or their close proximity of the originations to the measurement date. Under the fair value hierarchy, cash and cash equivalents are classified as Level 1 while the Company’s other assets and liabilities, other than investments at fair value and Revolving Credit Facility, are classified as Level 2.
7. Debt
Revolving Credit Facility
On August 23, 2012, the Company entered into a senior secured revolving credit agreement with Truist Bank (as a successor by merger to SunTrust Bank), as administrative agent, and J.P. Morgan Chase Bank, N.A., as syndication agent, and certain other lenders (as amended and restated, the “Revolving Credit Facility”).
As of June 30, 2025, aggregate commitments under the Revolving Credit Facility were $1.675 billion. The Revolving Credit Facility includes an uncommitted accordion feature that allows the Company, under certain circumstances, to increase the size of the Revolving Credit Facility to up to $2.5 billion.
Pursuant to the Fifteenth Amendment dated April 24, 2024, aggregate commitments were increased to $1.7 billion. With respect to $1.505 billion of commitments, the revolving period was extended to April 24, 2028 and the stated maturity was extended to April 24, 2029. For the remaining $195.0 million of commitments, (A) with respect to $25.0 million of commitments, the revolving period ended on February 4, 2025 and the stated maturity is February 4, 2026 and (B) with respect to $170.0 million of commitments, the revolving period ends April 24, 2026 and the stated maturity is April 23, 2027.
Pursuant to the Sixteenth Amendment dated March 4, 2025, with respect to $1.525 billion of commitments, the revolving period, during which period we, subject to certain conditions, may make borrowings under the Revolving Credit Facility, was extended to March 2, 2029 and the stated maturity was extended to March 4, 2030. For the remaining $150.0 million of commitments the revolving period ends April 24, 2026 and the stated maturity is April 23, 2027.
The Company may borrow amounts in U.S. dollars or certain other permitted currencies. As of June 30, 2025, the Company had outstanding debt denominated in Australian dollars (AUD) of 63.0 million, British pounds (GBP) of 70.3 million, Canadian dollars (CAD) of 9.5 million, Swedish Krona (SEK) of 209.7 million and Euro (EUR) of 189.3 million on its Revolving Credit Facility, included in the Outstanding Principal amount in the table above. As of December 31, 2024, the Company had outstanding debt denominated in Australian dollars (AUD) of 63.0 million, British pounds (GBP) of 62.4 million, Canadian dollars (CAD) of 5.0 million, Swedish Krona (SEK) of 80.2 million and Euro (EUR) of 167.2 million on its Revolving Credit Facility, included in the Outstanding Principal amount in the table above.
The Revolving Credit Facility also provides for the issuance of letters of credit up to an aggregate amount of $75 million. As of June 30, 2025 and December 31, 2024, the Company had $19.7 million and $21.8 million outstanding letters of credit issued through the Revolving Credit Facility. The amount available for borrowing under the Revolving Credit Facility is reduced by any letters of credit issued through the Revolving Credit Facility.
For the $1.525 billion of commitments, amounts drawn under the Revolving Credit Facility, including amounts drawn in respect of letters of credit, bear interest at either the applicable reference rate plus an applicable credit spread adjustment, plus a margin of either 1.525%, 1.65% or 1.775%, or the base rate plus a margin of either 0.525%, 0.65% or 0.775%, in each case, based on the total amount of the borrowing base relative to the sum of the total commitments (or, if greater, the total exposure) under the Revolving Credit Facility plus certain other designated secured debt. For the remaining $150.0 million of commitments, amounts drawn under the Revolving Credit Facility, including amounts drawn in respect of letters of credit, bear interest at either the applicable reference rate plus an applicable credit spread adjustment, plus a margin of either 1.75% or 1.875% or the base rate plus a margin of either 0.75% or 0.875%, in each case, based on the total amount of the borrowing base relative to the sum of the total commitments (or, if greater, the total exposure) under the Revolving Credit Facility plus certain other designated secured debt. The Company may elect either the applicable reference rate or base rate at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. The Company also pays a fee of 0.325% on undrawn amounts and, in respect of each undrawn letter of credit, a fee and interest rate equal to the then applicable margin while the letter of credit is outstanding.
The Revolving Credit Facility is guaranteed by Sixth Street SL SPV, LLC, TC Lending, LLC and Sixth Street SL Holding, LLC. The Revolving Credit Facility is secured by a perfected first-priority security interest in substantially all the portfolio investments held by the Company and each guarantor. Proceeds from borrowings may be used for general corporate purposes, including the funding of portfolio investments.
The Revolving Credit Facility includes customary events of default, as well as customary covenants, including restrictions on certain distributions and financial covenants. In accordance with the terms of the Sixteenth Amendment, the financial covenants require:
The Revolving Credit Facility also contains certain additional concentration limits in connection with the calculation of the borrowing base, based on the Obligor Asset Coverage Ratio.
Net proceeds received from the Company’s issuance of the 2030 Notes were used to pay down borrowings on the Revolving Credit Facility.
As of June 30, 2025 and December 31, 2024, the Company was in compliance with the terms of the Revolving Credit Facility.
2024 Notes
In November 2019, the Company issued $300.0 million aggregate principal amount of unsecured notes that matured on November 1, 2024 (the “2024 Notes”). The principal amount of the 2024 Notes was payable at maturity. The 2024 Notes bear interest at a rate of 3.875% per year, payable semi-annually commencing on May 1, 2020, and may be redeemed in whole or in part at our option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2024 Notes, net of underwriting discounts, offering costs and original issue discount were $292.9 million. The Company used the net proceeds of the 2024 Notes to repay outstanding indebtedness under the Revolving Credit Facility.
In February 2020, the Company issued an additional $50.0 million aggregate principal amount of unsecured notes that mature on November 1, 2024. The additional 2024 Notes are a further issuance of, fungible with, rank equally in right of payment with and have the same terms (other than the issue date and the public offering price) as the initial issuance of 2024 Notes. Total proceeds from the issuance of the additional 2024 Notes, net of underwriting discounts, offering costs and original issue premium were $50.1 million. The Company used the net proceeds of the 2024 Notes to repay outstanding indebtedness under the Revolving Credit Facility.
42
During the year ended December 31, 2020, the Company repurchased on the open market and extinguished $2.5 million in aggregate principal amount of the 2024 Notes for $2.4 million. These repurchases resulted in a gain on extinguishment of debt of less than $0.1 million. This gain is included in the extinguishment of debt in the accompanying Consolidated Statements of Operations.
The Company's 2024 Notes matured on November 1, 2024 and were fully repaid. The corresponding swap transaction associated with the issuance of the 2024 Notes also matured on November 1, 2024.
In February 2021, the Company issued $300.0 million aggregate principal amount of unsecured notes that mature on August 1, 2026 (the “2026 Notes”). The principal amount of the 2026 Notes is payable at maturity. The 2026 Notes bear interest at a rate of 2.50% per year, payable semi-annually commencing on August 1, 2021, and may be redeemed in whole or in part at the Company’s option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2026 Notes, net of underwriting discounts and estimated offering costs, were $293.7 million. The Company used the net proceeds of the 2026 Notes to repay outstanding indebtedness under the Revolving Credit Facility.
In connection with the issuance of the 2026 Notes, the Company entered into an interest rate swap to align the interest rates of its liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $300.0 million, which matures on August 1, 2026, matching the maturity date of the 2026 Notes. As a result of the swap, the Company’s effective interest rate on the 2026 Notes is SOFR plus 2.17%. The interest expense related to the 2026 Notes is offset by proceeds received from the interest rate swaps designated as a hedge. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of June 30, 2025 and December 31, 2024, the effective hedge interest rate swaps had a fair value of $(11.4) million and $(17.6) million, respectively, which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2026 Notes.
In August 2023, the Company issued $300.0 million aggregate principal amount of unsecured notes that mature on August 14, 2028 (the “2028 Notes”). The principal amount of the 2028 Notes is payable at maturity. The 2028 Notes bear interest at a rate of 6.95% per year, payable semi-annually commencing on February 14, 2024, and may be redeemed in whole or in part at the Company’s option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2028 Notes, net of underwriting discounts, offering costs and original issue discount, were $293.9 million. The Company used the net proceeds of the 2028 Notes to repay outstanding indebtedness under the Revolving Credit Facility.
In connection with the issuance of the 2028 Notes, the Company entered into an interest rate swap to align the interest rates of its liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $300.0 million, which matures on August 14, 2028, matching the maturity date of the 2028 Notes. As a result of the swap, the Company’s effective interest rate on the 2028 Notes is SOFR plus 2.99%. The interest expense related to the 2028 Notes is offset by proceeds received from the interest rate swaps designated as a hedge. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of June 30, 2025 and December 31, 2024, the effective hedge interest rate swaps had a fair value of $4.5 million and $(1.4) million, respectively, which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2028 Notes.
In January 2024, the Company issued $350.0 million aggregate principal amount of unsecured notes that mature on March 1, 2029 (the “2029 Notes”). The principal amount of the 2029 Notes is payable at maturity. The 2029 Notes bear interest at a rate of 6.125% per year, payable semi-annually commencing on September 1, 2024, and may be redeemed in whole or in part at the Company’s option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2029 Notes, net of underwriting discounts, offering costs and original issue discount, were $341.6 million. The Company used the net proceeds of the 2029 Notes to repay outstanding indebtedness under the Revolving Credit Facility.
In connection with the issuance of the 2029 Notes, the Company entered into an interest rate swap to align the interest rates of its liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $350.0 million, which matures on March 1, 2029, matching the maturity date of the 2029 Notes. As a result of the swap, the Company’s effective interest rate on the 2029 Notes is SOFR plus 2.44%. The interest expense related to the 2029 Notes is offset by proceeds received from the interest rate swaps designated as a hedge. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of June 30, 2025 and December 31, 2024, the effective hedge interest rate swaps had a fair value of $3.0 million and $(5.2) million, respectively, which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2029 Notes.
In February 2025, the Company issued $300.0 million aggregate principal amount of unsecured notes that mature on August 15, 2030 (the “2030 Notes”). The principal amount of the 2030 Notes is payable at maturity. The 2030 Notes bear interest at a rate of 5.625% per year, payable semi-annually commencing on August 15, 2025, and may be redeemed in whole or in part at our option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2030 Notes, net of underwriting discounts, offering costs and original issue discount, were $293.4 million. The Company used the net proceeds of the 2030 Notes to repay outstanding indebtedness under the Revolving Credit Facility.
In connection with the issuance of the 2030 Notes, the Company entered into an interest rate swap to align the interest rates of its liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $300.0 million, which matures on August 15, 2030, matching the maturity date of the 2030 Notes. As a result of the swap, the Company's effective interest rate on the 2030 Notes is SOFR plus 1.53%. The interest expense related to the 2030 Notes is offset by proceeds received from the interest rate swaps designated as a hedge. The swap adjusted interest expense is included as a component of interest expense on the Company's Consolidated Statements of Operations. As of June 30, 2025, the effective hedge interest rate swaps had a fair value of $8.9 million which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2030 Notes.
For the three and six months ended June 30, 2025 and 2024, the components of interest expense related to the 2024 Notes, 2026 Notes, 2028 Notes, 2029 Notes, and 2030 Notes were as follows:
Interest expense
15,813
30,733
Accretion of original issue discount
474
421
833
900
1,544
1,757
Total Interest Expense
17,973
17,134
33,212
33,306
Total interest expense in the table above does not include the effect of the interest rate swaps related to the 2024 Notes, 2026 Notes, 2028 Notes, 2029 Notes and 2030 Notes. During the three and six months ended June 30, 2025, the Company received $16.7 million and $30.5 million, respectively, and paid $21.2 million and $38.7 million respectively, related to the settlements of its interest rate swaps related to the 2026 Notes, 2028 Notes, 2029 Notes and 2030 Notes. During the three and six months ended June 30, 2024, the Company received $15.9 million and $30.5 million, respectively, and paid $26.2 million and $50.2 million, respectively, related to the settlements of its interest rate swaps, excluding upfront fees, related to the 2024 Notes, 2026 Notes, 2028 Notes and 2029 Notes. These net amounts are included in interest expense in the Company’s Consolidated Statements of Operations. Please see Note 5 for further information about the Company’s interest rate swaps.
As of June 30, 2025, the components of the carrying value of the 2026 Notes, 2028 Notes, 2029 Notes and 2030 Notes and the stated interest rates were as follows:
Principal amount of debt
Original issue discount, net of accretion
(459
(1,190
(2,521
(3,389
(812
(2,699
(3,611
(3,838
Fair value of an effective hedge
Carrying value of debt
287,307
300,581
346,873
301,642
Stated interest rate
2.50
6.95
6.13
5.63
As of December 31, 2024, the components of the carrying value of the 2026 Notes, 2028 Notes and 2029 Notes and the stated interest rates were as follows:
(666
(1,357
(2,819
(1,182
(3,127
(4,093
280,534
294,139
337,845
44
The stated interest rate in the table above does not include the effect of the interest rate swaps. As of June 30, 2025, the Company's swap-adjusted interest rate on the 2026 Notes, 2028 Notes, 2029 Notes and 2030 notes was SOFR plus 2.17%, 2.99%, 2.44% and 1.53%, respectively. As of December 31, 2024, the Company's swap-adjusted interest rate on the 2026 Notes, 2028 Notes and 2029 Notes was SOFR plus 2.17%, 2.99% and 2.44%, respectively.
As of June 30, 2025, the Company was in compliance with the terms of the indentures governing the 2026 Notes, 2028 Notes, 2029 Notes and 2030 Notes. As of December 31, 2024, the Company was in compliance with the terms of the indentures governing the 2026 Notes, 2028 Notes and 2029 Notes.
In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. As of June 30, 2025 and December 31, 2024, the Company’s asset coverage was 192.5% and 182.5% respectively.
Debt obligations consisted of the following as of June 30, 2025 and December 31, 2024:
AggregatePrincipalAmountCommitted
AmountAvailable (1)
CarryingValue (2)(3)
1,675,000
507,117
1,148,178
490,154
Total Debt
2,925,000
1,757,117
1,700,000
1,004,058
674,190
988,624
2,650,000
1,954,058
45
For the three and six months ended June 30, 2025 and 2024, the components of interest expense were as follows:
26,031
25,646
52,811
52,198
Commitment fees
895
1,090
1,519
2,090
1,737
1,741
Swap settlement
4,510
10,336
8,188
19,716
Average debt outstanding (in millions)
1,928.8
1,857.8
1,918.5
1,870.9
Weighted average interest rate
6.3
7.7
6.4
8. Commitments and Contingencies
Portfolio Company Commitments
From time to time, the Company may enter into commitments to fund investments; such commitments are incorporated into the Company’s assessment of its liquidity position. The Company’s senior secured revolving loan commitments are generally available on a borrower’s demand and may remain outstanding until the maturity date of the applicable loan. The Company’s senior secured delayed draw term loan commitments are generally available on a borrower’s demand and, once drawn, generally have the same remaining term as the associated loan agreement. Undrawn senior secured delayed draw term loan commitments generally have a shorter availability period than the term of the associated loan agreement.
As of June 30, 2025 and December 31, 2024, the Company had the following commitments to fund investments in current portfolio companies:
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Alaska Bidco Oy - Delayed Draw & Revolver
245
Alpha Midco, Inc. - Delayed Draw & Revolver
331
452
American Achievement, Corp. - Revolver
2,403
Apellis Pharmaceuticals, Inc. - Delayed Draw
5,263
Aptean, Inc. - Delayed Draw & Revolver
1,126
Arrow Buyer, Inc. - Delayed Draw
5,479
Arrowhead Pharmaceuticals, Inc. - Delayed Draw
29,723
31,961
Artisan Bidco, Inc. - Revolver
3,525
5,717
Avalara, Inc. - Revolver
3,864
AVSC Holding Corp. - Revolver
4,833
Axonify, Inc. - Delayed Draw
694
Azurite Intermediate Holdings, Inc. - Revolver & Equity
5,575
Babylon Finco Limited - Delayed Draw
287
Banyan Software Holdings, LLC - Delayed Draw
3,898
Bayshore Intermediate #2, L.P. - Revolver
3,199
BCTO Ace Purchaser, Inc. - Delayed Draw & Revolver
BCTO Bluebill Buyer, Inc. - Delayed Draw
4,144
Ben Nevis Midco Limited - Delayed Draw
1,365
Big Wombat Holdings, Inc. - Revolver
2,469
BlueSnap, Inc. - Delayed Draw & Revolver
2,534
5,069
BTRS Holdings, Inc. - Delayed Draw & Revolver
3,029
Cirrus (Bidco) Ltd - Delayed Draw
457
417
Cordance Operations, LLC - Delayed Draw & Revolver
6,719
Coupa Holdings, LLC - Delayed Draw & Revolver
6,809
Crewline Buyer, Inc. - Revolver & Equity
6,148
Disco Parent, Inc. - Revolver
455
EDB Parent, LLC - Delayed Draw
953
5,127
Edge Bidco B.V. - Delayed Draw & Revolver
993
Elysian Finco Ltd. - Delayed Draw & Revolver
1,881
Elysium BidCo Limited - Revolver
2,493
Employment Hero Holdings Pty Ltd. - Delayed Draw & Revolver
1,966
1,857
EMS Linq, Inc. - Revolver
3,689
4,568
Erling Lux Bidco SARL - Delayed Draw & Revolver
6,541
2,772
Eventus Buyer, LLC - Delayed Draw & Revolver
8,633
10,033
ExtraHop Networks, Inc. - Delayed Draw & Revolver
1,115
3,384
Flight Intermediate HoldCo, Inc. - Delayed Draw
34,608
37,860
ForeScout Technologies, Inc. - Delayed Draw & Revolver
Fullsteam Operations, LLC - Delayed Draw & Revolver
8,885
Galileo Parent, Inc. - Revolver
3,462
5,481
Greenshoot Bidco B.V. - Revolver
461
407
Heritage Environmental Services, Inc. - Delayed Draw & Revolver
2,521
Hippo XPA Bidco AB - Delayed Draw & Revolver
9,509
1,697
HireVue, Inc. - Revolver
3,394
2,509
Ingenovis Health Finance, LLC - Revolver
32,500
IRGSE Holding Corp. - Revolver
458
528
Kangaroo Bidco AS - Delayed Draw
4,375
Kryptona BidCo US, LLC - Revolver
2,165
LeanTaaS Holdings, Inc. - Delayed Draw
14,737
18,844
Lynx BidCo - Delayed Draw & Revolver
891
Marcura Equities LTD - Delayed Draw & Revolver
8,452
9,133
Merit Software Finance Holdings, LLC - Delayed Draw & Revolver
11,786
PDI TA Holdings, Inc. - Delayed Draw & Revolver
984
PrimePay Intermediate, LLC - Delayed Draw
4,000
PrimeRevenue, Inc. - Revolver
6,250
QSR Acquisition Co. - Delayed Draw
Rail Acquisitions LLC - Delayed Draw & Revolver
5,660
47
RainFocus, LLC - Delayed Draw
8,455
Rapid Data GmbH Unternehmensberatung - Delayed Draw & Revolver
1,615
1,425
Raptor US Buyer II Corp. - Revolver
682
Sapphire Software Buyer, Inc. - Revolver
3,243
Scorpio Bidco - Delayed Draw
574
Severin Acquisition, LLC - Delayed Draw & Revolver
3,805
5,039
Shiftmove GmbH - Delayed Draw
15,407
13,591
Sky Bidco S.p.A. - Delayed Draw
4,111
3,627
SkyLark UK DebtCo Limited - Delayed Draw
489
6,946
SL Buyer Corp. - Delayed Draw
11,234
SMA Technologies Holdings, LLC - Revolver
1,009
Sport Alliance GmbH - Revolver
647
Tango Management Consulting, LLC - Delayed Draw & Revolver
1,479
Tango Management Consulting, LLC #2 - Delayed Draw & Revolver
25,380
TradingScreen, Inc. - Revolver
435
768
TRP Assets, LLC - Delayed Draw
10,166
Truck-Lite Co., LLC - Delayed Draw & Revolver
8,743
USA Debusk LLC - Delayed Draw & Revolver
2,611
2,809
Varinem German Bidco GmbH - Delayed Draw
4,914
3,553
Wrangler Topco, LLC - Delayed Draw & Revolver
888
1,433
Total Portfolio Company Commitments (1)(2)
341,014
356,309
Other Commitments and Contingencies
As of June 30, 2025 and December 31, 2024, the Company did not have any unfunded commitments to fund investments to new borrowers that were not current portfolio companies as of such date.
From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of June 30, 2025 and December 31, 2024, management is not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.
9. Net Assets
On March 5, 2024, the Company issued a total of 4,000,000 shares of common stock at $20.52 per share. Net of underwriting fees and offering costs, the Company received total cash proceeds of $81.5 million. Subsequent to the offering, the Company issued an additional 600,000 shares on April 1, 2024 pursuant to the overallotment option granted to underwriters and received, net of offering and underwriting fees, additional total cash proceeds of $11.9 million.
The Company has a dividend reinvestment plan, whereby the Company may buy shares of its common stock in the open market or issue new shares in order to satisfy dividend reinvestment requests. The number of shares to be issued to a stockholder is determined by dividing the total dollar amount of the cash dividend or distribution payable to a stockholder by the market price per share of the Company’s common stock at the close of regular trading on the NYSE on the payment date of a distribution, or if no sale is reported for such day, the average of the reported bid and ask prices. However, if the market price per share on the payment date of a cash dividend or distribution exceeds the most recently computed net asset value per share, the Company will issue shares at the greater of (i) the most recently computed net asset value per share and (ii) 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeded the most recently computed net asset value per share). Shares purchased in open market transactions by the plan administrator will be allocated to a stockholder based on the average purchase price, excluding any brokerage charges or other charges, of all shares of common stock purchased in the open market.
48
Pursuant to the Company’s dividend reinvestment plan, the following tables summarize the shares issued to stockholders who have not opted out of the Company’s dividend reinvestment plan during the six months ended June 30, 2025 and 2024. All shares issued to stockholders in the tables below are newly issued shares.
For the Six Months Ended
Date
Date Declared
Dividend (1)
Record Date
Shares Issued
February 13, 2025
Supplemental
February 28, 2025
March 20, 2025
39,839
Base
March 14, 2025
March 31, 2025
263,083
April 30, 2025
May 30, 2025
June 20, 2025
34,339
June 16, 2025
241,651
Total Shares Issued
578,912
February 15, 2024
February 29, 2024
March 20, 2024
36,749
March 15, 2024
March 28, 2024
255,308
May 1, 2024
May 31, 2024
June 20, 2024
34,318
June 14, 2024
June 28, 2024
261,331
587,706
On August 4, 2015, the Company's Board authorized the Company to acquire up to $50 million in aggregate of the Company’s common stock from time to time over an initial six month period, and has continued to authorize the refreshment of the $50 million amount authorized under and extension of the stock repurchase program prior to its expiration since that time, most recently as of April 30, 2025 (effective May 31, 2025). The amount and timing of stock repurchases under the program may vary depending on market conditions, and no assurance can be given that any particular amount of common stock will be repurchased.
No shares were repurchased during the six months ended June 30, 2025 and 2024.
At the Market Offerings
The Company is a party to equity distribution agreements with several banks (the “Equity Distribution Agreements”). The Equity Distribution Agreements provide that the Company may from time to time issue and sell, by means of “at the market” offerings, up to $100 million of the Company's common stock. Subject to the terms and conditions of the Equity Distribution Agreements, sales of common stock, if any, may be made in transactions that are deemed to be “at the market” offerings as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Under the currently effective Equity Distribution Agreements, common stock with an aggregate offering amount of $100 million remained available for issuance as of June 30, 2025.
10. Earnings per share
The following table sets forth the computation of basic and diluted earnings per common share for the three and six months ended June 30, 2025 and 2024:
Increase in net assets resulting from operations
49
11. Dividends
The Company has historically paid a dividend to stockholders on a quarterly basis. The Company has a dividend framework that provides for a quarterly base dividend and a variable supplemental dividend, subject to satisfaction of certain measurement tests and the approval of the Board.
The following tables summarize dividends declared during the six months ended June 30, 2025 and 2024:
Dividend
Payment Date
Dividend per Share
0.07
0.46
0.06
Total Dividends Declared
1.05
0.08
1.06
The dividends declared during the six months ended June 30, 2025 and 2024 were derived from net investment income and long-term capital gains, determined on a tax basis.
12. Financial Highlights
The following per share data and ratios have been derived from information provided in the consolidated financial statements. The following are the financial highlights for one share of common stock outstanding during the six months ended June 30, 2025 and 2024:
Per Share Data (8)
Net asset value, beginning of period
17.04
Net investment income (1)
1.16
1.18
Net realized and unrealized gains (losses) (1)
(0.14
Total from operations
Issuance of common stock, net of offering costs (2)
0.04
0.17
Dividends declared from net investment income (2)
(1.05
(1.06
Total increase/(decrease) in net assets
0.01
0.15
Net Asset Value, End of Period
17.19
Per share market value at end of period
23.81
21.35
Total return based on market value with reinvestment of dividends (3)
17.23
4.10
Total return based on market value (4)
16.71
3.75
Total return based on net asset value (5)
6.18
7.12
Shares Outstanding, End of Period
Ratios / Supplemental Data (6)
Ratio of net expenses to average net assets (7)
15.23
16.94
Ratio of net investment income to average net assets
13.53
13.79
Portfolio turnover
26.96
23.94
Net assets, end of period
13. Subsequent Events
The Company’s management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been no subsequent events, except as already disclosed, that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized in the consolidated financial statements as of and for the three and six months ended June 30, 2025.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. This discussion also should be read in conjunction with the “Cautionary Statement Regarding Forward-Looking Statements” set forth on page 3 of this Quarterly Report on Form 10-Q.
Overview
Sixth Street Specialty Lending, Inc. is a Delaware corporation formed on July 21, 2010. The Adviser is our external manager. We have four wholly owned subsidiaries, TC Lending, LLC, a Delaware limited liability company, which holds a California finance lender and broker license, Sixth Street SL SPV, LLC, a Delaware limited liability company, Sixth Street SL Holding, LLC, a Delaware limited liability company, and Sixth Street Specialty Lending Sub, LLC, a Cayman Islands limited liability company.
We have elected to be regulated as a BDC under the 1940 Act and as a RIC under the Code. We made our BDC election on April 15, 2011. As a result, we are required to comply with various statutory and regulatory requirements, such as:
Our shares are listed on the NYSE under the symbol “TSLX.”
Our Investment Framework
We are a specialty finance company focused on lending to middle-market companies. Since we began our investment activities in July 2011, through June 30, 2025, we have originated approximately $48.1 billion aggregate principal amount of investments and retained more than $11.2 billion aggregate principal amount of these investments on our balance sheet prior to any subsequent exits and repayments. We seek to generate current income primarily in U.S.-domiciled middle-market companies through direct investment originations of senior secured loans and, to a lesser extent, originations of mezzanine and unsecured loans and investments in corporate bonds, equity securities, and other instruments.
By “middle-market companies,” we mean companies that have annual EBITDA, which we believe is a useful proxy for cash flow, of $10 million to $250 million, although we may invest in larger or smaller companies on occasion. As of June 30, 2025, our core portfolio companies, which exclude certain investments that fall outside of our typical borrower profile and represent 94.6% of our total investments based on fair value, had weighted average annual revenue of $377.5 million and weighted average annual EBITDA of $114.1 million. As of June 30, 2025, our core portfolio companies had a median annual revenue of $146.7 million and a median annual EBITDA of $46.4 million.
We invest in first-lien debt, second-lien debt, mezzanine and unsecured debt and equity and other investments. Our first-lien debt may include stand-alone first-lien loans; “last out” first-lien loans, which are loans that have a secondary priority behind super-senior “first out” first-lien loans; “unitranche” loans, which are loans that combine features of first-lien, second-lien and mezzanine debt, generally in a first-lien position; and secured corporate bonds with similar features to these categories of first-lien loans. Our second-lien debt may include secured loans, and, to a lesser extent, secured corporate bonds, with a secondary priority behind first-lien debt.
The debt in which we invest typically is not rated by any rating agency, but if these instruments were rated, they would likely receive a rating of below investment grade (that is, below BBB- or Baa3 as defined by Standard & Poor’s and Moody’s Investors Services, respectively), which is often referred to as “junk.”
The companies in which we invest use our capital to support organic growth, acquisitions, market or product expansion and recapitalizations (including restructurings). As of June 30, 2025, the largest single investment based on fair value represented 2.5% of our total investment portfolio.
As of June 30, 2025, the average investment size in each of our portfolio companies was approximately $30.2 million based on fair value.
Through our Adviser, we consider potential investments utilizing a four-tiered investment framework and against our existing portfolio as a whole:
Business and sector selection. We focus on companies with enterprise value between $50 million and $1 billion. When reviewing potential investments, we seek to invest in businesses with high marginal cash flow, recurring revenue streams and where we believe credit quality will improve over time. We look for portfolio companies that we think have a sustainable competitive advantage in growing industries or distressed situations. We also seek companies where our investment will have a low loan-to-value ratio.
We currently do not limit our focus to any specific industry and we may invest in larger or smaller companies on occasion. We classify the industries of our portfolio companies by end-market (such as healthcare, and business services) and not by the products or services (such as software) directed to those end-markets.
As of June 30, 2025, the largest industry represented 17.9% of our total investment portfolio based on fair value.
Investment Structuring. We focus on investing at the top of the capital structure and protecting that position. As of June 30, 2025, approximately 93.3% of our portfolio was invested in secured debt, including 92.4% in first-lien debt investments. We carefully perform diligence and structure investments to include strong investor covenants. As a result, we structure investments with a view to creating opportunities for early intervention in the event of non-performance or stress. In addition, we seek to retain effective voting control in investments over the loans or particular class of securities in which we invest through maintaining affirmative voting positions or negotiating consent rights that allow us to retain a blocking position. We also aim for our loans to mature on a medium term, between two to seven years after origination. For the three months ended June 30, 2025, the weighted average term on new investment commitments in new portfolio companies was 6.2 years.
Deal Dynamics. We focus on, among other deal dynamics, direct origination of investments, where we identify and lead the investment transaction. A substantial majority of our portfolio investments are sourced through our direct or proprietary relationships.
Risk Mitigation. We seek to mitigate non-credit-related risk on our returns in several ways, including call protection provisions to protect future interest income. As of June 30, 2025, we had call protection on 82.9% of our debt investments based on fair value, with weighted average call prices of 108.4% for the first year, 104.5% for the second year and 101.6% for the third year, in each case from the date of the initial investment. As of June 30, 2025, 96.5% of our debt investments based on fair value bore interest at floating rates, with 100.0% of these subject to interest rate floors, which we believe helps act as a portfolio-wide hedge against inflation.
Relationship with our Adviser and Sixth Street
Our Adviser is a Delaware limited liability company. Our Adviser acts as our investment adviser and administrator and is a registered investment adviser with the SEC under the Advisers Act. Our Adviser sources and manages our portfolio through a dedicated team of investment professionals predominately focused on direct lending, which we refer to as our Investment Team. Our Investment Team is led by our Chairman and Chief Executive Officer and our Adviser’s Co-Chief Investment Officer Joshua Easterly and our Adviser’s Co-Chief Investment Officer Alan Waxman, both of whom have substantial experience in credit origination, underwriting and asset management. Our investment decisions are made by our Investment Review Committee, which includes senior personnel of our Adviser and affiliates of Sixth Street Partners, LLC, or “Sixth Street.”
Sixth Street is a global investment business with over $115 billion of assets under management as of June 30, 2025. Sixth Street’s direct lending platforms include Sixth Street Specialty Lending and Sixth Street Lending Partners, which are aimed at U.S. upper middle-market loan originations, Sixth Street Specialty Lending Europe, which is aimed at European middle-market loan originations. Additional Sixth Street core platforms include Sixth Street TAO, which has the flexibility to invest across all of Sixth Street’s private credit market investments, Sixth Street Opportunities, which focuses on actively managed opportunistic investments across the credit cycle, Sixth Street Credit Market Strategies, which is the firm’s “public-side” credit investment platform focused on investment opportunities in broadly syndicated leveraged loan markets, Sixth Street Growth, which provides financing solutions to growing companies, Sixth Street Fundamental Strategies, which primarily invests in secondary credit, and Sixth Street Agriculture, which invests in niche agricultural opportunities. Sixth Street has a long-term oriented, highly flexible capital base that allows it to invest across industries, geographies, capital structures and asset classes. Sixth Street has extensive experience with highly complex, global public and private investments executed through primary originations, secondary market purchases and restructurings, and has a team of over 690 investment and operating professionals. As of June 30, 2025, seventy-two (72) of these personnel are dedicated to direct lending, including fifty-seven (57) investment professionals.
Our Adviser consults with Sixth Street in connection with a substantial number of our investments. The Sixth Street platform provides us with a breadth of large and scalable investment resources. We believe we benefit from Sixth Street’s market expertise, insights into industry, sector and macroeconomic trends and intensive due diligence capabilities, which help us discern market conditions that vary across industries and credit cycles, identify favorable investment opportunities and manage our portfolio of investments. Sixth Street and its affiliates will refer all middle-market loan origination activities for companies domiciled in the United States to us and conduct those activities through us. The Adviser will determine whether it would be permissible, advisable or otherwise appropriate for us to pursue a particular investment opportunity allocated to us.
On May 6, 2025, we, the Adviser and certain of our affiliates were granted an exemptive order from the SEC that allows us to co-invest, subject to certain conditions, with certain of our affiliates (including affiliates of Sixth Street) in middle-market loan origination activities for companies domiciled in the United States.
We believe our ability to co-invest with Sixth Street affiliates is particularly useful where we identify larger capital commitments than otherwise would be appropriate for us. We expect that with the ability to co-invest with Sixth Street affiliates we will continue to be able to provide “one-stop” financing to a potential portfolio company in these circumstances, which may allow us to capture opportunities where we alone could not commit the full amount of required capital or would have to spend additional time to locate unaffiliated co-investors.
Under the terms of the Investment Advisory Agreement and Administration Agreement, the Adviser’s services are not exclusive, and the Adviser is free to furnish similar or other services to others, so long as its services to us are not impaired. Under the terms of the Investment Advisory Agreement, we will pay the Adviser the base management fee (the “Management Fee”), and may also pay certain incentive fees (the “Incentive Fees”).
Under the terms of the Administration Agreement, the Adviser also provides administrative services to us. These services include providing office space, equipment and office services, maintaining financial records, preparing reports to stockholders and reports filed with the SEC, and managing the payment of expenses and the oversight of the performance of administrative and professional services rendered by others. Certain of these services are reimbursable to the Adviser under the terms of the Administration Agreement.
General Economic Conditions
To date, 2025 has been marked by continued uncertainty in global markets, driven by investor concerns over inflation, elevated interest rates, ongoing political and regulatory uncertainty, including potential shifts in U.S. trade policy and the imposition of new tariffs, as well as geopolitical instability stemming from the conflicts in Ukraine and the Middle East.
Further contributing to economic uncertainty, the current U.S. presidential administration has signaled its intention to implement, and has started to implement, significant changes to U.S. trade policy, the size of the federal government, tax policy and the enforcement of various regulations. These policy shifts could introduce additional market instability and reduce investor confidence. For example, the U.S. government recently announced tariffs on goods imported from various countries to the United States. Countries subject to such tariffs have imposed, or may in the future, impose reciprocal or retaliatory tariffs and other trade measures. We are actively monitoring the tariff developments and analyzing the potential impacts on our business, the businesses of our portfolio companies and the broader economic environment. In light of these developments, there can be no assurances that political and regulatory conditions will not worsen and/or adversely affect the Company, its portfolio companies or their respective financial performance.
Key Components of Our Results of Operations
We focus primarily on the direct origination of loans to middle-market companies domiciled in the United States.
Our level of investment activity (both the number of investments and the size of each investment) can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital generally available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make.
In addition, as part of our risk strategy on investments, we may reduce certain levels of investments through partial sales or syndication to additional investors.
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Revenues
We generate revenues primarily in the form of interest income from the investments we hold. In addition, we may generate income from dividends on direct equity investments, capital gains on the sale of investments and various loan origination and other fees. Our debt investments typically have a term of two to seven years, and, as of June 30, 2025, 96.5% of these investments based on fair value bore interest at a floating rate, with 100.0% of these subject to interest rate floors. Interest on debt investments is generally payable monthly or quarterly. Some of our investments provide for deferred interest payments or PIK interest. For the three and six months ended June 30, 2025, 5.0% and 4.8%, respectively, of our total investment income was comprised of PIK interest. For the three and six months ended June 30, 2024, 7.7% and 7.3%, respectively, of our total investment income was comprised of PIK interest.
Changes in our net investment income are primarily driven by the spread between the payments we receive from our investments in our portfolio companies against our cost of funding, rather than by changes in interest rates. Our investment portfolio primarily consists of floating rate loans, and our Revolving Credit Facility, 2026 Notes, 2028 Notes, 2029 Notes, and 2030 Notes after taking into account the effect of the interest rate swaps we have entered into in connection with these securities, all bear interest at floating rates. Macro trends in base interest rates like SOFR or other reference rates may affect our net investment income over the long term. However, because we generally originate loans to a limited number of portfolio companies each quarter, and those investments also vary in size, our results in any given period—including the interest rate on investments that were sold or repaid in a period compared to the interest rate of new investments made during that period—often are idiosyncratic, and reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business.
In addition to interest income, our net investment income is also driven by prepayment and other fees, which also can vary significantly from quarter to quarter. The level of prepayment fees is generally correlated to the movement in credit spreads and risk premiums, but also will vary based on corporate events that may take place at an individual portfolio company in a given period—e.g., merger and acquisition activity, initial public offerings and restructurings. As noted above, generally a small but varied number of portfolio companies may make prepayments in any quarter, meaning that changes in the amount of prepayment fees received can vary significantly between periods and can vary without regard to underlying credit trends.
Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts as interest income using the effective interest method for term instruments and the straight-line method for revolving or delayed draw instruments. Repayments of our debt investments can reduce interest income from period to period. We record prepayment premiums on loans as interest income when earned. We also may generate revenue in the form of commitment, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees. The frequency or volume of these items of revenue may fluctuate significantly.
Dividend income on common equity investments is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.
Our portfolio activity also reflects the proceeds of sales of investments. We recognize realized gains or losses on investments based on the difference between the net proceeds from the disposition and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized. We record current period changes in fair value of investments that are measured at fair value as a component of the net change in unrealized gains (losses) on investments in the Consolidated Statements of Operations.
Our primary operating expenses include the payment of fees to our Adviser under the Investment Advisory Agreement, expenses reimbursable under the Administration Agreement and other operating costs described below. Additionally, we pay interest expense on our outstanding debt. We bear all other costs and expenses of our operations, administration and transactions, including those relating to:
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We expect that during periods of asset growth, our general and administrative expenses will be relatively stable or will decline as a percentage of total assets, and will increase as a percentage of total assets during periods of asset declines.
Leverage
While as a BDC the amount of leverage that we are permitted to use is limited in significant respects, we use leverage to increase our ability to make investments. The amount of leverage we use in any period depends on a variety of factors, including cash available for investing, the cost of financing and general economic and market conditions, however, under the 1940 Act, our total borrowings are limited so that our asset coverage ratio cannot fall below 150% immediately after any borrowing, as defined in the 1940 Act. In any period, our interest expense will depend largely on the extent of our borrowing and we expect interest expense will increase as we increase leverage over time within the limits of the 1940 Act. In addition, we may dedicate assets as collateral to financing facilities from time to time.
Market Trends
We believe trends in the middle-market lending environment, including the limited availability of capital from traditional regulated financial institutions, strong demand for debt capital and specialized lending requirements, are likely to continue to create favorable opportunities for us to invest at attractive risk-adjusted rates.
Subsequent to the global financial crisis, the implementation of regulatory changes such as Basel III requirements, Leverage Lending Guidance, and the Volcker Rule, tightened risk appetites and reduced the capacity of traditional lenders to serve middle-market companies. We believe that these dynamics create a significant opportunity for us to directly originate investments. We also believe that the large amount of uninvested capital held by private equity firms will continue to drive deal activity, which may in turn create additional demand for debt capital.
This market dynamic is further exacerbated by the specialized due diligence and underwriting capabilities, as well as extensive ongoing monitoring, required for middle-market lending. We believe middle-market lending is generally more labor-intensive than lending to larger companies due to smaller investment sizes and the lack of publicly available information on these companies. As a result, the opportunities for dedicated private lenders such as us has continued to expand.
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An imbalance between the supply of, and demand for, middle-market debt capital creates attractive pricing dynamics for investors such as BDCs. The negotiated nature of middle-market financings also generally provides for more favorable terms to the lenders, including stronger covenant and reporting packages, better call protection and lender-protective change of control provisions. We believe that BDCs have flexibility to develop loans that reflect each borrower’s distinct situation, provide long-term relationships and a potential source for future capital, which renders BDCs, including us, attractive lenders.
Portfolio and Investment Activity
As of June 30, 2025, our portfolio based on fair value consisted of 92.4% first-lien debt investments, 0.9% second-lien debt investments, 1.6% mezzanine debt investments and 5.1% equity investments. As of December 31, 2024, our portfolio based on fair value consisted of 93.9% first-lien debt investments, 0.6% second-lien debt investments, 1.1% mezzanine debt investments, 4.4% equity and other investments and less than 0.1% structured credit investments.
As of June 30, 2025 and December 31, 2024, our weighted average total yield of debt and income producing securities at fair value (which includes interest income and amortization of fees and discounts) was 11.7% and 12.3%, respectively, and our weighted average total yield of debt and income-producing securities at amortized cost (which includes interest income and amortization of fees and discounts) was 12.0% and 12.5%, respectively.
As of June 30, 2025, we had investments in 109 portfolio companies with an aggregate fair value of $3,294.9 million. As of December 31, 2024, we had investments in 116 portfolio companies (including one structured credit investment, which include each series of collateralized loan obligation as a separate portfolio company investment) with an aggregate fair value of $3,518.4 million.
For the three months ended June 30, 2025, the principal amount of new investments funded was $208.6 million in thirteen new portfolio companies and four existing portfolio companies. For this period, we had $388.7 million aggregate principal amount in exits and repayments.
For the three months ended June 30, 2024, the principal amount of new investments funded was $163.6 million in eight new portfolio companies and five existing portfolio companies. For this period, we had $290.3 million aggregate principal amount in exits and repayments.
Our investment activity for the three months ended June 30, 2025 and 2024 is presented below (information presented herein is at par value unless otherwise indicated).
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($ in millions)
New investment commitments:
Gross originations (1)
604.1
1,858.8
Less: Syndications/sell downs (1)
306.4
1,627.8
Total new investment commitments
297.7
231.0
Principal amount of investments funded:
First-lien
190.1
163.6
Second-lien
Mezzanine
Equity and other
208.6
Principal amount of investments sold or repaid:
365.9
265.2
25.1
388.7
290.3
Number of new investment commitments in new portfolio companies
Average new investment commitment amount in new portfolio companies
20.0
21.2
Weighted average term for new investment commitments in new portfolio companies (in years)
6.2
6.1
Percentage of new debt investment commitments at floating rates
99.7
Percentage of new debt investment commitments at fixed rates
Weighted average interest rate of new investment commitments
10.7
11.6
Weighted average spread over reference rate of new floating rate investment commitments
6.7
Weighted average interest rate on investments fully sold or paid down
12.2
13.4
(1) Includes affiliates of Sixth Street
As of June 30, 2025 and December 31, 2024, our investments consisted of the following:
Amortized Cost
2,979.1
3,043.1
3,298.0
3,302.5
67.4
29.6
53.2
19.8
52.1
53.6
37.1
39.1
157.1
168.6
149.4
155.5
3,255.7
3,294.9
3,539.2
3,518.4
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The following tables show the fair value and amortized cost of our performing and non-accrual investments as of June 30, 2025 and December 31, 2024:
Percentage
Performing
3,273.5
99.4
3,469.4
98.6
Non-accrual (1)
49.0
3,188.2
97.9
3,410.1
96.4
67.5
129.1
The weighted average yields and interest rates of our performing debt investments at fair value as of June 30, 2025 and December 31, 2024 were as follows:
Weighted average total yield of debt and income producing securities (1)
11.7
12.3
Weighted average interest rate of debt and income producing securities
11.2
11.8
Weighted average spread over reference rate of all floating rate investments
7.3
The Adviser monitors our portfolio companies on an ongoing basis. The Adviser monitors the financial trends of each portfolio company to determine if it is meeting its business plans and to assess the appropriate course of action for each company. The Adviser has a number of methods of evaluating and monitoring the performance of our investments, which may include the following:
As part of the monitoring process, the Adviser regularly assesses the risk profile of each of our investments and, on a quarterly basis, grades each investment on a risk scale of 1 to 5. Risk assessment is not standardized in our industry and our risk assessment may not be comparable to ones used by our competitors. Our assessment is based on the following categories:
The following table shows the distribution of our investments on the 1 to 5 investment performance rating scale at fair value as of June 30, 2025 and December 31, 2024. Investment performance ratings are accurate only as of those dates and may change due to subsequent developments relating to a portfolio company’s business or financial condition, market conditions or developments, and other factors.
Investments at
Performance
Percentage of
Rating
Total Portfolio
1
3,045.8
92.5
3,345.8
95.1
197.9
6.0
88.9
29.8
Results of Operations
Operating results for the three and six months ended June 30, 2025 and 2024 were as follows:
($ in millions)(1)
Total investment income
115.0
121.8
231.4
239.6
Less: Net expenses
62.9
65.4
119.9
130.0
Net investment income before income taxes
56.4
111.5
109.6
Less: Income taxes, including excise taxes
50.8
55.1
108.8
107.5
Net realized gains (losses) (2)
(36.9
(36.0
Net change in unrealized gains (losses) (2)
45.0
(9.5
23.2
(16.5
Net increase (decrease) in net assets resulting from operations
59.0
47.4
96.0
94.9
60
Investment Income
101.2
105.0
207.9
209.7
9.4
11.1
17.5
5.6
9.8
Interest from investments, which includes amortization of upfront fees and prepayment fees, decreased from $105.0 million for the three months ended June 30, 2024 to $101.2 million for the three months ended June 30, 2025. The decrease in interest from investments was primarily the result of a decrease in reference rates for the three months ended June 30, 2025 compared to the same period in 2024. Paid-in-kind interest income decreased from $9.4 million for the three months ended June 30, 2024 to $5.8 million for the three months ended June 30, 2025 due to decreased PIK investments. Dividend income decreased from $1.8 million for the three months ended June 30, 2024 to $0.4 million for the three months ended June 30, 2025 due to the timing of dividend payments in 2025. Other income increased from $5.6 million for the three months ended June 30, 2024 to $7.6 million for the three months ended June 30, 2025, primarily due to increased miscellaneous fees earned during the three months ended June 30, 2025.
Interest from investments, which includes amortization of upfront fees and prepayment fees, decreased from $209.7 million for the six months ended June 30, 2024 to $207.9 million for the six months ended June 30, 2025. The decrease in interest from investments was primarily the result of a decrease in references rates for the six months ended June 30, 2025 compared to the same period in 2024. Paid-in-kind interest income decreased from $17.5 million for the six months ended June 30, 2024 to $11.1 million for the six months ended June 30, 2025 due to decreased PIK investments. Dividend income decreased from $2.6 million for the six months ended June 30, 2024 to $1.3 million for the six months ended June 30, 2025 due to the timing of dividend payments in 2025. Other income increased from $9.8 million for the six months ended June 30, 2024 to $11.1 million for the six months ended June 30, 2025, primarily due to increased miscellaneous fees earned during the six months ended June 30, 2025.
Operating expenses for the three and six months ended June 30, 2025 and 2024 were as follows:
33.6
39.2
66.6
78.3
Management fees (net of waivers)
12.6
12.5
25.3
24.7
11.4
22.6
22.3
(1.3
(2.2
Interest expense, including other debt financing expenses, decreased from $39.2 million for the three months ended June 30, 2024 to $33.6 million for the three months ended June 30, 2025. This decrease was primarily due to a decrease in the average interest rate on our debt outstanding, which decreased from 7.7% for the three months ended June 30, 2024 to 6.3% for the three months ended June 30, 2025 due to a change in the mix of our debt financing sources and a change in SOFR rates.
Interest expense, including other debt financing expenses, decreased from $78.3 million for the six months ended June 30, 2024 to $66.6 million for the six months ended June 30, 2025. This decrease was primarily due to a decrease in the average interest rate on our debt outstanding, which decreased from 7.7% for the six months ended June 30, 2024 to 6.4% for the six months ended June 30, 2025 due to a change in the mix of our debt financing sources and a change in SOFR rates.
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Management Fees
Management Fees (gross of waivers) increased from $12.8 million for the three months ended June 30, 2024 to $12.9 million for the three months ended June 30, 2025 due to an increase in average assets. Management Fees (net of waivers) increased from $12.5 million for the three months ended June 30, 2024 to $12.6 million for the three months ended June 30, 2025. Management Fees waived were $0.3 million for the three months ended June 30, 2025 and $0.3 million for the three months ended June 30, 2024, pursuant to the Leverage Waiver. Any waived management fees are not subject to recoupment by the Adviser.
Management Fees (gross of waivers) increased from $25.4 million for the six months ended June 30, 2024 to $26.0 million for the six months ended June 30, 2025 due to an increase in average assets. Management Fees (net of waivers) increased from $24.7 million for the six months ended June 30, 2024 to $25.3 million for the six months ended June 30, 2025. Management Fees waived were $0.7 million for the six months ended June 30, 2025 and $0.7 million for the six months ended June 30, 2024, pursuant to the Leverage Waiver. Any waived management fees are not subject to recoupment by the Adviser.
Incentive Fees
For the three months ended June 30, 2025 and 2024, Incentive Fees were $12.5 million and $10.1 million, respectively, of which $11.1 million and $11.4 million, respectively, were realized and payable to the Adviser. For the three months ended June 30, 2025 and 2024, $1.4 million and $(1.3) million, respectively, of Incentive Fees were accrued related to Capital Gains Fees. As of June 30, 2025, these accrued Incentive Fees are not contractually payable to the Adviser.
For the six months ended June 30, 2025 and 2024, Incentive Fees were $20.4 million and $20.1 million, respectively, of which $22.6 million and $22.3 million, respectively, were realized and payable to the Adviser. For the six months ended June 30, 2025 and 2024, $(2.2) million and $(2.2) million, respectively, of Incentive Fees were accrued related to Capital Gains Fees. As of June 30, 2025, these accrued Incentive Fees are not contractually payable to the Adviser.
Professional Fees and Other General and Administrative Expenses
Professional fees increased from $2.1 million for the three months ended June 30, 2024 to $2.6 million for the three months ended June 30, 2025 due to higher legal and audit related fees. Other general and administrative fees were $1.3 million for the three months ended June 30, 2024 and $1.3 million for the three months ended June 30, 2025.
Professional fees increased from $3.9 million for the six months ended June 30, 2024 to $4.5 million for the six months ended June 30, 2025 due to higher legal and audit related fees. Other general and administrative fees were $2.6 million for the six months ended June 30, 2024 and $2.6 million for the six months ended June 30, 2025.
We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify as a RIC, we must, among other things, distribute to our stockholders in each taxable year generally at least 90% of our investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain our RIC status, we, among other things, have made and intend to continue to make the requisite distributions to our stockholders, which generally relieve us from corporate-level U.S. federal income taxes.
Depending on the level of taxable income earned in a tax year, we can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we accrue excise tax on estimated excess taxable income.
For the three and six months ended June 30, 2025, we recorded a net expense of $1.3 million and $2.6 million, respectively, for U.S. federal excise tax and other taxes. For the three and six months ended June 30, 2024, we recorded a net expense of $1.2 million and $2.1 million, respectively, for U.S. federal excise tax and other taxes.
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Net Realized and Unrealized Gains and Losses
The following table summarizes our net realized and unrealized gains (losses) for the three and six months ended June 30, 2025 and 2024:
Net realized gains (losses) on investments
(36.8
(35.7
Net realized gains (losses) on foreign currency transactions
(0.1
(0.8
Net realized gains (losses) on foreign currency investments
(1.7
(2.4
Net realized gains (losses) on foreign currency borrowings
(1.0
Net Realized Gains (Losses)
Change in unrealized gains on investments
94.6
13.9
104.9
23.7
Change in unrealized (losses) on investments
(23.8
(21.8
(44.9
(43.2
Net Change in Unrealized Gains (Losses) on Investments
70.8
(7.9
60.0
(19.5
Unrealized gains (losses) on foreign currency borrowings
(25.8
(1.6
Unrealized gains (losses) on foreign currency transactions (2)(3)
(0.0)
Net Change in Unrealized Gains (Losses) on Foreign Currency Transactions
Net Change in Unrealized Gains (Losses)
For the three and six months ended June 30, 2025, we had net realized losses on investments of $36.8 million and $35.7 million, respectively. For the three and six months ended June 30, 2025, we had net realized gains of $0.1 million and net realized losses of $0.1 million, respectively, on foreign currency transactions, primarily as a result of translating foreign currency related to our non-USD denominated investments. For the three and six months ended June 30, 2025, we had net realized gains on foreign currency investments of $0.8 million and $0.8 million, respectively. For the three and six months ended June 30, 2025, we had net realized losses on foreign currency borrowings of $1.0 million and $1.0 million, respectively. The net realized losses on foreign currency borrowings were a result of payments on our revolving credit facility.
For the three months ended June 30, 2025, we had $94.6 million in unrealized gains on 77 portfolio company investments, which was offset by $23.8 million in unrealized losses on 40 portfolio company investments. Unrealized gains for the three months ended June 30, 2025 resulted from positive portfolio company specific developments, tightening credit spreads, and the reversal of prior period unrealized losses due to realizations. Unrealized losses for the three months ended June 30, 2025 resulted from negative credit-related adjustments and the reversal of prior period unrealized gains due to realizations. For the six months ended June 30, 2025, we had $104.9 million in unrealized gains on 67 portfolio company investments, which was offset by $44.9 million in unrealized losses on 57 portfolio company investments. Unrealized gains for the six months ended June 30, 2025 resulted from positive portfolio company specific developments, tightening credit spreads, and the reversal of prior period unrealized losses due to realizations. Unrealized losses for the six months ended June 30, 2025 resulted from negative credit-related adjustments and the reversal of prior period unrealized gains due to realizations.
For the three and six months ended June 30, 2025 we had unrealized losses on foreign currency borrowings of $25.8 million and $36.8 million, respectively, on foreign currency borrowings, primarily as a result of fluctuations in the AUD, CAD, SEK, GBP and EUR exchange rates. For the three and six months ended June 30, 2025, we had unrealized gains of less than $0.1 million and unrealized losses of less than $0.1 million, respectively, on foreign currency transactions.
For the three and six months ended June 30, 2024, we had net realized gains on investments of $1.6 million and $3.9 million,respectively, primarily driven by nineteen investments and thirty-six investments, respectively. For the three and six months ended June 30, 2024, we had net realized losses of $0.1 million and $0.8 million, respectively on foreign currency transactions, primarily as a result of translating foreign currency related to our non-USD denominated investments. For the three and six months ended June 30, 2024, we had net realized losses of $1.7 million and $2.4 million, respectively, on foreign currency investments. For the three and six
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months ended June 30, 2024, we had net realized gains of $2.0 million and $3.2 million, respectively, on foreign currency borrowings. The net realized gains and losses on foreign currency borrowings were a result of payments on our revolving credit facility.
For the three months ended June 30, 2024, we had $13.9 million in unrealized gains on 57 portfolio company investments, whichwas offset by $21.8 million in unrealized losses on 73 portfolio company investments. Unrealized gains primarily resulted fromtightening credit spreads and positive portfolio company specific developments. Unrealized losses primarily resulted from negativeportfolio company specific developments and the reversal of prior period unrealized gains due to realizations. For the six months ended June 30, 2024, we had $23.7 million in unrealized gains on 63 portfolio company investments, which was offset by $43.2million in unrealized losses on 89 portfolio company investments. Unrealized gains primarily resulted from tightening credit spreadsand positive portfolio company specific developments. Unrealized losses primarily resulted from negative portfolio company specificdevelopments and the reversal of prior period unrealized gains due to realizations.
For the three and six months ended June 30, 2024, we had unrealized losses on foreign currency borrowings of $1.6 million andunrealized gains of $3.0 million, respectively, on foreign currency borrowings, as a result of fluctuations in the AUD, CAD, EUR,SEK and GBP exchange rates. For the three and six months ended June 30, 2024, we had unrealized losses on foreign currency cash ofless than $0.1 million and less than $0.1 million, respectively.
Realized Gross Internal Rate of Return
Since we began investing in 2011 through June 30, 2025, weighted by capital invested, our exited investments have generated an average realized gross internal rate of return to us of 17.1% (based on total capital invested of $8.6 billion and total proceeds from these exited investments of $11.0 billion). Ninety-two percent of these exited investments resulted in a realized gross internal rate of return to us of 10% or greater.
Gross IRR, with respect to an investment, is calculated based on the dates that we invested capital and dates we received distributions, regardless of when we made distributions to our stockholders. Initial investments are assumed to occur at time zero, and all cash flows are deemed to occur on the fifteenth of each month in which they occur.
Gross IRR reflects historical results relating to our past performance and is not necessarily indicative of our future results. In addition, gross IRR does not reflect the effect of Management Fees, expenses, Incentive Fees or taxes borne, or to be borne, by us or our stockholders, and would be lower if it did.
Average gross IRR is the average of the gross IRR for each of our exited investments (each calculated as described above), weighted by the total capital invested for each of those investments.
Average gross IRR on our exited investments reflects only invested and realized cash amounts as described above, and does not reflect any unrealized gains or losses in our portfolio.
Internal rate of return, or IRR, is a measure of our discounted cash flows (inflows and outflows). Specifically, IRR is the discount rate at which the net present value of all cash flows is equal to zero. That is, IRR is the discount rate at which the present value of total capital invested in each of our investments is equal to the present value of all realized returns from that investment. Our IRR calculations are unaudited.
Capital invested, with respect to an investment, represents the aggregate cost basis allocable to the realized or unrealized portion of the investment, net of any upfront fees paid at closing for the term loan portion of the investment. Capital invested also includes realized losses on hedging activity, with respect to an investment, which represents any inception-to-date realized losses on foreign currency forward contracts allocable to the investment, if any.
Realized returns, with respect to an investment, represents the total cash received with respect to each investment, including all amortization payments, interest, dividends, prepayment fees, upfront fees, administrative fees, agent fees, amendment fees, accrued interest, and other fees and proceeds. Realized returns also include realized gains on hedging activity, with respect to an investment, which represents any inception-to-date realized gains on foreign currency forward contracts allocable to the investment, if any.
Interest Rate and Foreign Currency Hedging
We use interest rate swaps to hedge our fixed rate debt and certain fixed rate investments. We have designated certain interest rate swaps to be in a hedge accounting relationship. See Note 2 for additional disclosure regarding our accounting for derivative instruments designated in a hedge accounting relationship. See Note 5 for additional disclosure regarding these derivative instruments and the interest payments paid and received. See Note 7 for additional disclosure regarding the carrying value of our debt.
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Our current approach to hedging the foreign currency exposure in our non-U.S. dollar denominated investments is primarily to borrow the par amount in local currency under our Revolving Credit Facility to fund these investments. For the six months ended June 30, 2025 and 2024, we had $36.8 million of unrealized losses and $3.0 million of unrealized gains, respectively, on the translation of our non-U.S. dollar denominated debt into U.S. dollars; such amounts approximate the corresponding unrealized gains and losses on the translation of our non-U.S. dollar denominated investments into U.S. dollars for the six months ended June 30, 2025 and 2024. See Note 2 for additional disclosure regarding our accounting for foreign currency. See Note 7 for additional disclosure regarding the amounts of outstanding debt denominated in each foreign currency at June 30, 2025. See our Consolidated Schedule of Investments for additional disclosure regarding the foreign currency amounts (in both par and fair value) of our non-U.S. dollar denominated investments.
Financial Condition, Liquidity and Capital Resources
Our liquidity and capital resources are derived primarily from proceeds from equity issuances, advances from our credit facilities, and cash flows from operations. The primary uses of our cash and cash equivalents are:
We intend to continue to generate cash primarily from cash flows from operations, future borrowings and future offerings of securities. We may from time to time enter into additional debt facilities, increase the size of existing facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock if immediately after the borrowing or issuance our ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. For more information, see “Key Components of Our Results of Operations — Leverage” above. As of June 30, 2025 and December 31, 2024, our asset coverage ratio was 192.5% and 182.5%, respectively. We carefully consider our unfunded commitments for the purpose of planning our capital resources and ongoing liquidity, including our financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation under the 1940 Act and the asset coverage limitation under our credit facilities to cover any outstanding unfunded commitments we are required to fund.
Cash and cash equivalents as of June 30, 2025, taken together with cash available under our credit facilities, is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of June 30, 2025, we had approximately $1.1 billion of availability on our Revolving Credit Facility, subject to asset coverage limitations.
As of June 30, 2025, we had $39.2 million in cash and cash equivalents, including $35.3 million of restricted cash. During the six months ended June 30, 2025, cash provided by operating activities was $343.1 million, primarily attributable to repayments and proceeds from investments of $733.2 million and an increase in net assets resulting from operations of $96.0 million, which was partially offset by cash used in other operating activities of $26.6 million and funding portfolio investments of $459.5 million. Cash used in financing activities was $331.3 million during the period due to paydowns on our Revolving Credit Facility of $977.8 million, dividends paid of $85.9 million and deferred financing costs of $7.3 million, which was partially offset by borrowings of $739.7 million.
As of June 30, 2024, we had $34.6 million in cash and cash equivalents, including $29.5 million of restricted cash. During the six months ended June 30, 2024, cash provided by operating activities was $59.7 million, primarily attributable to an increase in net assetsresulting from operations of $94.9 million and repayments and proceeds from investments of $433.7 million, which was offset byfunding portfolio investments of $458.9 million and other operating activity of $10.0 million. Cash used in financing activities was$(50.3) million during the period, primarily attributable to paydowns on our Revolving Credit Facility of $905.2 million, dividendspaid to stockholders of $85.6 million, deferred financing costs of $8.8 million, which was offset due to borrowings of $856.0 millionand proceeds from the issuance of common stock $93.3 million.
Equity
On March 5, 2024, we issued a total of 4,000,000 shares of common stock at $20.52 per share. Net of underwriting fees and offering costs, we received total cash proceeds of $81.5 million. Subsequent to the offering, we issued an additional 600,000 shares on April 1, 2024 pursuant to the overallotment option granted to underwriters and received, net of offering and underwriting fees, additional total cash proceeds of $11.9 million.
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We are a party to equity distribution agreements with several banks (the “Equity Distribution Agreements”). The Equity Distribution Agreements provide that we may from time to time issue and sell, by means of “at the market” offerings, up to $100 million of the Company's common stock. Under the currently effective Equity Distribution Agreements, common stock with an aggregate offering amount of $100 million remained available for issuance as of June 30, 2025.
During the six months ended June 30, 2025 and 2024, we issued 578,912 and 587,706 shares of our common stock, respectively, to investors who have not opted out of our dividend reinvestment plan for proceeds of $12.7 million and $11.9 million, respectively.
On August 4, 2015, our Board authorized us to acquire up to $50 million in aggregate of our common stock from time to time over an initial six month period, and has continued to authorize the refreshment of the $50 million amount authorized under and extension of the stock repurchase program prior to its expiration since that time, most recently as of April 30, 2025 (effective May 31, 2025). The amount and timing of stock repurchases under the program may vary depending on market conditions, and no assurance can be given that any particular amount of common stock will be repurchased.
No shares were repurchased for the three and six months ended June 30, 2025 and 2024.
On August 23, 2012, we entered into a senior secured revolving credit agreement with Truist Bank (as a successor by merger to SunTrust Bank), as administrative agent, and J.P. Morgan Chase Bank, N.A., as syndication agent, and certain other lenders (as amended and restated, the “Revolving Credit Facility”).
As of June 30, 2025, aggregate commitments under the Revolving Credit Facility were $1.675 billion. The Revolving Credit Facility includes an uncommitted accordion feature that allows us, under certain circumstances, to increase the size of the Revolving Credit Facility to up to $2.5 billion.
We may borrow amounts in U.S. dollars or certain other permitted currencies. As of June 30, 2025, we had outstanding debt denominated in Australian dollars (AUD) of 63.0 million, British pounds (GBP) of 70.3 million, Canadian dollars (CAD) of 9.5 million, Swedish Krona (SEK) of 209.7 million and Euro (EUR) of 189.3 million on our Revolving Credit Facility, included in the Outstanding Principal amount in the table below. As of December 31, 2024, we had outstanding debt denominated in Australian dollars (AUD) of 63.0 million, British pounds (GBP) of 62.4 million, Canadian dollars (CAD) of 5.0 million, Swedish Krona (SEK) of 80.2 million and Euro (EUR) of 167.2 million on our Revolving Credit Facility, included in the Outstanding Principal amount in the table below.
The Revolving Credit Facility also provides for the issuance of letters of credit up to an aggregate amount of $75 million. As of June 30, 2025 and December 31, 2024, we had $19.7 million and $21.8 million respectively in outstanding letters of credit issued through the Revolving Credit Facility. The amount available for borrowing under the Revolving Credit Facility is reduced by any letters of credit issued through the Revolving Credit Facility.
For the $1.525 billion of commitments, amounts drawn under the Revolving Credit Facility, including amounts drawn in respect of letters of credit, bear interest at either the applicable reference rate plus an applicable credit spread adjustment, plus a margin of either 1.525%, 1.65% or 1.775%, or the base rate plus a margin of either 0.525%, 0.65% or 0.775%, in each case, based on the total amount of the borrowing base relative to the sum of the total commitments (or, if greater, the total exposure) under the Revolving Credit Facility plus certain other designated secured debt. For the remaining $150.0 million of commitments, amounts drawn under the Revolving Credit Facility, including amounts drawn in respect of letters of credit, bear interest at either the applicable reference rate plus an applicable credit spread adjustment, plus a margin of either 1.75% or 1.875% or the base rate plus a margin of either 0.75% or 0.875%, in each case, based on the total amount of the borrowing base relative to the sum of the total commitments (or, if greater, the
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total exposure) under the Revolving Credit Facility plus certain other designated secured debt. We may elect either the applicable reference rate or base rate at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. We also pay a fee of 0.325% on undrawn amounts and, in respect of each undrawn letter of credit, a fee and interest rate equal to the then applicable margin while the letter of credit is outstanding.
The Revolving Credit Facility is guaranteed by Sixth Street SL SPV, LLC, TC Lending, LLC and Sixth Street SL Holding, LLC. The Revolving Credit Facility is secured by a perfected first-priority security interest in substantially all the portfolio investments held by us and each guarantor. Proceeds from borrowings may be used for general corporate purposes, including the funding of portfolio investments.
Net proceeds received from the issuance of the 2030 Notes were used to pay down borrowings on the Revolving Credit Facility.
As of June 30, 2025 and December 31, 2024, we were in compliance with the terms of the Revolving Credit Facility.
In November 2019, we issued $300.0 million aggregate principal amount of unsecured notes that matured on November 1, 2024 (the “2024 Notes”). The principal amount of the 2024 Notes was payable at maturity. The 2024 Notes bear interest at a rate of 3.875% per year, payable semi-annually commencing on May 1, 2020, and may be redeemed in whole or in part at our option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2024 Notes, net of underwriting discounts, offering costs and original issue discount were $292.9 million. We used the net proceeds of the 2024 Notes to repay outstanding indebtedness under the Revolving Credit Facility.
In February 2020, we issued an additional $50.0 million aggregate principal amount of unsecured notes that mature on November 1, 2024. The additional 2024 Notes are a further issuance of, fungible with, rank equally in right of payment with and have the same terms (other than the issue date and the public offering price) as the initial issuance of 2024 Notes. Total proceeds from the issuance of the additional 2024 Notes, net of underwriting discounts, offering costs and original issue premium were $50.1 million. We used the net proceeds of the 2024 Notes to repay outstanding indebtedness under the Revolving Credit Facility.
During the year ended December 31, 2020, we repurchased on the open market and extinguished $2.5 million in aggregate principal amount of the 2024 Notes for $2.4 million. These repurchases resulted in a gain on extinguishment of debt of less than $0.1 million. This gain is included in the extinguishment of debt in the accompanying Consolidated Statements of Operations.
The 2024 Notes matured on November 1, 2024 and were fully repaid. The corresponding swap transaction associated with the issuance of the 2024 Notes also matured on November 1, 2024.
In February 2021, we issued $300.0 million aggregate principal amount of unsecured notes that mature on August 1, 2026 (the “2026 Notes”). The principal amount of the 2026 Notes is payable at maturity. The 2026 Notes bear interest at a rate of 2.50% per year, payable semi-annually commencing on August 1, 2021, and may be redeemed in whole or in part at our option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2026 Notes, net of underwriting discounts, offering costs and original issue discount, were $293.7 million. We used the net proceeds of the 2026 Notes to repay outstanding indebtedness under the Revolving Credit Facility.
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In connection with the issuance of the 2026 Notes, we entered into an interest rate swap to align the interest rates of our liabilities with our investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $300.0 million, which matures on August 1, 2026, matching the maturity date of the 2026 Notes. As a result of the swap, our effective interest rate on the 2026 Notes is SOFR plus 2.17%. The interest expense related to the 2026 Notes is offset by proceeds received from the interest rate swaps designated as a hedge. The swap adjusted interest expense is included as a component of interest expense on our Consolidated Statements of Operations. As of June 30, 2025 and December 31, 2024, the effective hedge interest rate swaps had a fair value of $(11.4) million and $(17.6) million, respectively, which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2026 Notes.
In August 2023, we issued $300.0 million aggregate principal amount of unsecured notes that mature on August 14, 2028 (the “2028 Notes”). The principal amount of the 2028 Notes is payable at maturity. The 2028 Notes bear interest at a rate of 6.95% per year, payable semi-annually commencing on February 14, 2024, and may be redeemed in whole or in part at our option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2028 Notes, net of underwriting discounts, offering costs and original issue discount, were $293.9 million. We used the net proceeds of the 2028 Notes to repay outstanding indebtedness under the Revolving Credit Facility.
In connection with the issuance of the 2028 Notes, we entered into an interest rate swap to align the interest rates of our liabilities with our investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $300.0 million, which matures on August 14, 2028, matching the maturity date of the 2028 Notes. As a result of the swap, our effective interest rate on the 2028 Notes is SOFR plus 2.99%. The interest expense related to the 2028 Notes is offset by proceeds received from the interest rate swaps designated as a hedge. The swap adjusted interest expense is included as a component of interest expense on our Consolidated Statements of Operations. As of June 30, 2025 and December 31, 2024, the effective hedge interest rate swaps had a fair value of $4.5 million and $(1.4) million, respectively, which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2028 Notes.
In January 2024, we issued $350.0 million aggregate principal amount of unsecured notes that mature on March 1, 2029 (the “2029 Notes”). The principal amount of the 2029 Notes is payable at maturity. The 2029 Notes bear interest at a rate of 6.125% per year, payable semi-annually commencing on September 1, 2024, and may be redeemed in whole or in part at our option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2029 Notes, net of underwriting discounts, offering costs and original issue discount, were $341.6 million. We used the net proceeds of the 2029 Notes to repay outstanding indebtedness under the Revolving Credit Facility.
In connection with the issuance of the 2029 Notes, we entered into an interest rate swap to align the interest rates of its liabilities with our investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $350.0 million, which matures on March 1, 2029, matching the maturity date of the 2029 Notes. As a result of the swap, our effective interest rate on the 2029 Notes is SOFR plus 2.44%. The interest expense related to the 2029 Notes is offset by proceeds received from the interest rate swaps designated as a hedge. The swap adjusted interest expense is included as a component of interest expense on our Consolidated Statements of Operations. As of June 30, 2025 and December 31, 2024, the effective hedge interest rate swaps had a fair value of $3.0 million and $(5.2) million, respectively, which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2029 Notes.
In February 2025, we issued $300.0 million aggregate principal amount of unsecured notes that mature on August 15, 2030 (the “2030 Notes”). The principal amount of the 2030 Notes is payable at maturity. The 2030 Notes bear interest at a rate of 5.625% per year, payable semi-annually commencing on August 15, 2025, and may be redeemed in whole or in part at our option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2030 Notes, net of underwriting discounts, offering costs and original issue discount, were $293.4 million. We used the net proceeds of the 2030 Notes to repay outstanding indebtedness under the Revolving Credit Facility.
In connection with the issuance of the 2030 Notes, we entered into an interest rate swap to align the interest rates of its liabilities with our investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $300.0 million, which matures on August 15, 2030, matching the maturity date of the 2030 Notes. As a result of the swap, our effective interest rate on the 2030 Notes is SOFR plus 1.53%. The interest expense related to the 2030 Notes is offset by proceeds received from the interest rate swaps designated as a hedge. The swap adjusted interest expense is included as a component of interest
expense on our Consolidated Statements of Operations. As of June 30, 2025, the effective hedge interest rate swaps had a fair value of $8.9 million which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2030 Notes.
Aggregate Principal
Outstanding
Amount
Carrying
Amount Committed
Principal
Available (1)
Value (2)(3)
1,675.0
507.1
1,148.2
490.2
300.0
287.3
300.6
350.0
346.9
301.6
2,925.0
1,757.1
1,726.6
1,700.0
1,004.1
674.2
988.6
280.5
294.1
337.9
2,650.0
1,954.1
1,901.1
As of June 30, 2025 and December 31, 2024, we were in compliance with the terms of our debt arrangements. We intend to continue to utilize our credit facilities to fund investments and for other general corporate purposes.
Off-Balance Sheet Arrangements
From time to time, we may enter into commitments to fund investments. We incorporate these commitments into our assessment of our liquidity position. Our senior secured revolving loan commitments are generally available on a borrower’s demand and may remain outstanding until the maturity date of the applicable loan. Our senior secured delayed draw term loan commitments are generally available on a borrower’s demand and, once drawn, generally have the same remaining term as the associated loan agreement. Undrawn senior secured delayed draw term loan commitments generally have a shorter availability period than the term of the associated loan agreement. As of June 30, 2025 and December 31, 2024, we had the following commitments to fund investments in current portfolio companies:
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5.5
29.7
32.0
5.7
5.1
6.5
10.0
37.9
5.2
8.9
9.5
32.5
14.7
18.8
9.1
70
15.0
8.4
15.4
13.6
6.9
25.4
8.7
341.0
356.3
As of June 30, 2025 and December 31, 2024, we did not have any unfunded commitments to fund investments to new borrowers that were not current portfolio companies as of such date.
From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business. As of June 30, 2025, management is not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.
We have certain contracts under which we have material future commitments. Under the Investment Advisory Agreement, our Adviser provides us with investment advisory and management services. For these services, we pay the Management Fee and the Incentive Fee.
Under the Administration Agreement, our Adviser furnishes us with office facilities and equipment, provides us clerical, bookkeeping and record keeping services at such facilities and provides us with other administrative services necessary to conduct our day-to-day operations. We reimburse our Adviser for the allocable portion (subject to the review and approval of our Board) of expenses incurred by it in performing its obligations under the Administration Agreement, the fees and expenses associated with performing compliance functions and our allocable portion of the compensation of our Chief Compliance Officer, Chief Financial Officer and other professionals who spend time on those related activities (based on a percentage of time those individuals devote, on an estimated basis, to our business and affairs). Our Adviser also offers on our behalf significant managerial assistance to those portfolio companies to which we are required to offer to provide such assistance.
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Contractual Obligations
A summary of our contractual payment obligations as of June 30, 2025 is as follows:
Payments Due by Period
Less than
1 year
1-3 years
3-5 years
After 5 years
Total Contractual Obligations
1,157.1
In addition to the contractual payment obligations in the tables above, we also have commitments to fund investments and to pledge assets as collateral under the terms of our derivatives agreements.
Distributions
We have elected and qualified to be treated for U.S. federal income tax purposes as a RIC under subchapter M of the Code. To maintain our RIC status, we must distribute (or be treated as distributing) in each taxable year dividends for tax purposes equal to at least 90 percent of the sum of our:
As a RIC, we (but not our stockholders) generally will not be subject to U.S. federal income tax on investment company taxable income and net capital gains that we distribute to our stockholders.
We intend to distribute annually all or substantially all of such income. To the extent that we retain our net capital gains or any investment company taxable income, we generally will be subject to corporate-level U.S. federal income tax. We may choose to retain our net capital gains or any investment company taxable income, and pay the U.S. federal excise tax described below.
Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% U.S. federal excise tax payable by us. To avoid this tax, we must distribute (or be treated as distributing) during each calendar year an amount at least equal to the sum of:
While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% U.S. federal excise tax, sufficient amounts of our taxable income and capital gains may not be distributed to avoid entirely the imposition of this tax. In that event, we will be liable for this tax only on the amount by which we do not meet the foregoing distribution requirement.
We intend to pay quarterly dividends to our stockholders out of assets legally available for distribution. All dividends will be paid at the discretion of our Board and will depend on our earnings, financial condition, maintenance of our RIC status, compliance with applicable BDC regulations and such other factors as our Board may deem relevant from time to time.
To the extent our current taxable earnings for a year fall below the total amount of our distributions for that year, a portion of those distributions may be deemed a return of capital to our stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to our stockholders may be the original capital invested by the stockholder rather than our income or gains. Stockholders should read any written disclosure carefully and should not assume that the source of any distribution is our ordinary income or gains.
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We have adopted an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a cash dividend or other distribution, each stockholder that has not “opted out” of our dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of our common stock rather than receiving cash dividends. Stockholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.
Related-Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the following:
Critical Accounting Estimates
Our critical accounting policies and estimates, including those relating to the valuation of our investment portfolio, are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 13, 2025, and elsewhere in our filings with the SEC. The critical accounting policies and estimates should be read in connection with our risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are subject to financial market risks, including valuation risk, interest rate risk and currency risk.
Valuation Risk
We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and we value these investments at fair value as determined in good faith by our Board in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.
Interest Rate Risk
Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We also fund portions 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. Accordingly, we cannot assure you that a significant change in market interest rates will not have a material adverse effect on our net investment income.
We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate-sensitive assets to our interest rate-sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.
As of June 30, 2025, 96.5% of our debt investments based on fair value in our portfolio bore interest at floating rates, with 100.0% of these subject to interest rate floors. Our credit facilities also bear interest at floating rates, and in connection with our 2026 Notes, 2028 Notes, 2029 Notes and 2030 Notes, which bear interest at fixed rates, we entered into fixed-to-floating interest rate swaps in order to align the interest rates of our liabilities with our investment portfolio.
Assuming that our Consolidated Balance Sheet as of June 30, 2025 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates (considering interest rate floors for floating rate instruments):
Basis Point Change
Interest Income
Interest Expense
Net Interest Income
Up 300 basis points
90.3
52.7
37.6
Up 200 basis points
60.2
35.1
Up 100 basis points
17.6
Down 25 basis points
(7.5
(4.4
(3.1
Down 50 basis points
(15.0
(8.8
(6.2
Although we believe that this analysis is indicative of our existing sensitivity to interest rate changes, it does not adjust for changes in the credit market, credit quality, the size and composition of the assets in our portfolio and other business developments that could affect our net income. Accordingly, we cannot assure you that actual results would not differ materially from the analysis above.
We may in the future hedge against interest rate fluctuations by using hedging instruments such as additional interest rate swaps, futures, options and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of changes in interest rates with respect to our portfolio investments.
Currency Risk
From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at each balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates. We also have the ability to borrow in certain foreign currencies under our Revolving Credit Facility. Instead of entering into a foreign exchange forward contract in connection with loans or other investments we have made that are denominated in a foreign currency, we may borrow in that currency to establish a natural hedge against our loan or investment. To the extent the loan or investment is based on a floating rate other than a rate under which we can borrow under our Revolving Credit Facility, we may seek to utilize interest rate derivatives to hedge our exposure to changes in the associated rate.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them to material information relating to us that is required to be disclosed by us in the reports we file or submit under the Exchange Act.
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
ITEM 1. Legal Proceedings
From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which could materially affect our business, financial condition and/or operating results. These risks are not the only risks facing our Company. 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.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Mine Safety Disclosures
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the three months ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
ITEM 6. Exhibits
Exhibit No
Description of Exhibits
Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Company’s Current Report on Form 8-K filed on June 19, 2020).
Second Amended and Restated Bylaws dated July 10, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K/A filed on July 17, 2023).
31.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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Pursuant to the requirements 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.
Date: July 30, 2025
/s/ Joshua Easterly
Joshua Easterly
Chief Executive Officer
(Principal Executive Officer)
/s/ Ian Simmonds
Ian Simmonds
Chief Financial Officer
(Principal Financial Officer)