What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-08-08 compared with 2024-05-09 · 118 added, 67 removed, 356 unchanged (34% of the section changed)

9 unchanged sentences

• our future operating results;

• our business prospects and the prospects of our portfolio companies, including our and their ability to achieve our respective objectives as a result of inflation, high interest rates and the risk of recession;

• our business prospects and the prospects of our portfolio companies, including our and their ability to achieve our respective objectives as a result of inflation and high interest rates;

• the impact of the investments that we expect to make;

72 unchanged sentences

Q3 Base Distribution

On May 6, 2024, our co-chief executive officers declared a quarterly base distribution of $0.36 per share for the second quarter of 2024, payable on June 17, 2024 to shareholders of record as of June 3, 2024.

Portfolio Investment Activity for the Three Months Ended March 31, 2024 and 2023 and the Year Ended December 31, 2023

The following table summarizes our investment activity, excluding short term investments and PIK securities, for the three months ended March 31, 2024 and 2023 and the year ended December 31, 2023:

On August 5, 2024, our co-chief executive officers declared a quarterly base distribution of $0.36 per share for the third quarter of 2024, payable on September 17, 2024 to shareholders of record as of September 3, 2024.

JPM Fifth Amendment

On July 15, 2024, 34th Street entered into the JPM Fifth Amendment with JPM.

Under the JPM Fifth Amendment, advances to 34th Street remain unchanged of up to $675,000, but the credit spread on the floating interest rate payable by 34th Street on all such advances was reduced from the three-month SOFR plus a credit spread of 3.20% per year to SOFR plus a credit spread of 2.55% per year.

Also under the JPM Fifth Amendment, the reinvestment period was extended from July 15, 2024 to June 15, 2026 and the maturity date was extended from May 15, 2025 to June 15, 2027.

34th Street incurred certain customary costs and expenses in connection with the JPM Fifth Amendment and will pay an annual administrative fee of 0.20% on JPM's total financing commitment.

Portfolio Investment Activity for the Three and Six Months Ended June 30, 2024 and 2023 and the Year Ended December 31, 2023

The following table summarizes our investment activity, excluding short term investments and PIK securities, for the three and six months ended June 30, 2024 and 2023 and the year ended December 31, 2023:

Three Months Ended

March 31, Year Ended

June 30, Six Months Ended

June 30, Year Ended

Net Investment Activity 2024 2023 2024 2023 2023

5 unchanged sentences

Net portfolio activity $ 70,565 $ 15,286 $ (25,420) $ (27,940) $ 49,937

The following tables summarize the composition of our investment portfolio at amortized cost and fair value as of March 31, 2024 and December 31, 2023:

March 31, 2024

The following tables summarize the composition of our investment portfolio at amortized cost and fair value as of June 30, 2024 and December 31, 2023:

June 30, 2024

Investments Cost(1) Investments Fair

37 unchanged sentences

(3) The gross annual portfolio yield does not represent and may be higher than an actual investment return to shareholders because it excludes our expenses and all sales commissions and dealer manager fees and does not consider the cost of leverage.

The following table summarizes the composition of our investment portfolio by the type of interest rate as of March 31, 2024 and December 31, 2023, excluding short term investments of $130,137 and $113,446, respectively:

March 31, 2024 December 31, 2023

The following table summarizes the composition of our investment portfolio by the type of interest rate as of June 30, 2024 and December 31, 2023, excluding short term investments of $83,162 and $113,446, respectively:

June 30, 2024 December 31, 2023

Interest Rate Allocation Investments Cost Investments Fair Value Percentage of

5 unchanged sentences

Total investments $ 1,841,039 $ 1,822,963 100.0 % $ 1,862,184 $ 1,840,824 100.0 %

The following table shows the composition of our investment portfolio by industry classification and the percentage, by fair value, of the total assets in such industries as of March 31, 2024 and December 31, 2023:

March 31, 2024 December 31, 2023

The following table shows the composition of our investment portfolio by industry classification and the percentage, by fair value, of the total assets in such industries as of June 30, 2024 and December 31, 2023:

June 30, 2024 December 31, 2023

Industry Classification Investments Fair Value Percentage of

7 unchanged sentences

Advertising, Printing & Publishing 102,556 5.6 % 116,100 6.3 %

Beverage, Food & Tobacco 91,436 5.3 % 68,780 3.7 %

Construction & Building 84,885 4.9 % 104,727 5.7 %

Diversified Financials 79,995 4.6 % 85,733 4.7 %

Oil & Gas 100,833 5.5 % 104,893 5.7 %

1 unchanged sentence

Durable 96,079 5.3 % 59,955 3.3 %

Beverage, Food & Tobacco 92,690 5.1 % 68,780 3.7 %

Construction & Building 83,483 4.6 % 104,727 5.7 %

Banking, Finance, Insurance & Real Estate 59,723 3.3 % 52,272 2.8 %

Diversified Financials 56,346 3.1 % 85,733 4.7 %

Hotel, Gaming & Leisure 49,870 2.7 % 50,906 2.8 %

Chemicals, Plastics & Rubber 42,557 2.4 % 82,597 4.5 %

Capital Equipment 42,340 2.4 % 49,571 2.7 %

Consumer Goods:

Non-Durable 44,763 2.5 % 42,381 2.3 %

Capital Equipment 44,041 2.4 % 49,571 2.7 %

Chemicals, Plastics & Rubber 42,762 2.3 % 82,597 4.5 %

Automotive 29,851 1.6 % 12,403 0.7 %

Environmental Industries 27,483 1.5 % 15,336 0.8 %

Containers, Packaging & Glass 18,786 1.0 % 18,480 1.0 %

2 unchanged sentences

Metals & Mining 15,872 0.9 % 13,957 0.8 %

Environmental Industries 15,297 0.9 % 15,336 0.8 %

Aerospace & Defense 12,000 0.7 % 12,000 0.6 %

Transportation:

Cargo 11,830 0.6 % 12,201 0.7 %

Aerospace & Defense 12,000 0.7 % 12,000 0.6 %

Automotive 11,177 0.6 % 12,403 0.7 %

Forest Products & Paper 8 — — —

Subtotal/total percentage 1,822,963 100.0 % 1,840,824 100.0 %

2 unchanged sentences

Our investment portfolio may contain senior secured investments that are in the form of lines of credit, delayed draw term loans, revolving credit facilities, or unfunded commitments, which may require us to provide funding when requested in accordance with the terms of the underlying agreements.

As of March 31, 2024 and December 31, 2023, our unfunded commitments amounted to $60,632 and $47,349 , respectively.

As of May 1, 2024, our unfunded commitments amount ed to $82,946, which includes $20,000 to a controlled investment, David's Bridal, Inc.

As of June 30, 2024 and December 31, 2023, our unfunded commitments amounted to $77,502 a nd $47,349 , respectively.

As of July 31, 2024, our unfunded commitments amount ed to $69,278.

Since these commitments may expire without being drawn upon, unfunded commitments do not necessarily represent future cash requirements or future earning assets for us.

17 unchanged sentences

For investments rated 3, 4, or 5, CIM enhances its level of scrutiny over the monitoring of such portfolio company.

The following table summarizes the composition of our investment portfolio based on the 1 to 5 investment rating scale at fair value as of March 31, 2024 and December 31, 2023, excluding short term investments of $130,137 and $113,446, respectively:

March 31, 2024 December 31, 2023

The following table summarizes the composition of our investment portfolio based on the 1 to 5 investment rating scale at fair value as of June 30, 2024 and December 31, 2023, excluding short term investments of $83,162 and $113,446, respectively:

June 30, 2024 December 31, 2023

Investment Rating Investments

12 unchanged sentences

Current Investment Portfolio

The following table summarizes the composition of our investment portfolio at fair value as of May 1, 2024:

The following table summarizes the composition of our investment portfolio at fair value as of July 31, 2024:

Investments Fair

15 unchanged sentences

(2) The gross annual portfolio yield does not represent and may be higher than an actual investment return to shareholders because it excludes our expenses and all sales commissions and dealer manager fees and does not consider the cost of leverage.

Results of Operations for the Three Months Ended March 31, 2024 and 2023

Our results of operations for the three months ended March 31, 2024 and 2023 were as follows:

Results of Operations for the Three Months Ended June 30, 2024 and 2023

Our results of operations for the three months ended June 30, 2024 and 2023 were as follows:

Three Months Ended

3 unchanged sentences

Net realized loss on investments and foreign currency (20,277) (18,928)

Net change in unrealized depreciation on investments (16,412) (56,378)

Net increase (decrease) in net assets resulting from operations $ 6,445 $ (31,045)

Net change in unrealized appreciation on investments 19,692 23,406

Net increase in net assets resulting from operations $ 22,378 $ 27,894

Investment Income

For the three months ended March 31, 2024 and 2023, we generated investment income of $73,554 and $64,975, respectively, consisting primarily of interest income on investments in senior secured debt, collateralized securities and structured products, and unsecured debt of 95 and 102 portfolio companies held during each respective period.

The increase in total investment income was primarily driven by an increase in base rates and origination fees, as well as additional investment income generated from restructured investments and yield-enhancement provisions from repayments on certain investments during the three months ended March 31, 2024 compared to the three months ended March 31, 2023.

These increases were partially offset by a reduction in dividend income for the three months ended March 31, 2024 compared to the three months ended March 31, 2023.

For the three months ended June 30, 2024 and 2023, we generated investment income of $61,357 and $58,496, respectively, consisting primarily of interest income on investments in senior secured debt, collateralized securities and structured products, and unsecured debt of 101 and 100 portfolio companies held during each respective period.

The increase in total investment income was primarily driven by an increase in non-recurring dividends received during the three months ended June 30, 2024 compared to the three months ended June 30, 2023.

Operating Expenses and Income Taxes

The composition of our operating expenses and income taxes for the three months ended March 31, 2024 and 2023 was as follows:

The composition of our operating expenses and income taxes for the three months ended June 30, 2024 and 2023 was as follows:

Three Months Ended

6 unchanged sentences

Total operating expenses and income taxes $ 38,394 $ 35,080

The increase in interest expense was primarily the result of (a) higher SOFR and LIBOR rates during the three months ended March 31, 2024 compared to the three months ended March 31, 2023 and (b) higher average borrowings under our financing arrangements during the three months ended March 31, 2024 compared to the three months ended March 31, 2023.

The increase in subordinated incentive fee on income was primarily the result of the increase in investment income during the three months ended March 31, 2024 compared to the three months ended March 31, 2023, which was partially offset by the increase in interest expense during the three months ended March 31, 2024 compared to the three months ended March 31, 2023.

The composition of our general and administrative expenses for the three months ended March 31, 2024 and 2023 was as follows:

The increase in interest expense was primarily the result of (a) higher average borrowings under our financing arrangements during the three months ended June 30, 2024 compared to the three months ended June 30, 2023 and (b) higher SOFR rates during the three months ended June 30, 2024 compared to the three months ended June 30, 2023.

The composition of our general and administrative expenses for the three months ended June 30, 2024 and 2023 was as follows:

Three Months Ended

Professional fees $ 455 $ 645

Dues and subscriptions 435 429

Valuation expense 229 252

Director fees and expenses 177 179

Insurance expense 169 169

Printing and marketing expense 162 269

Accounting and administrative costs 160 158

Transfer agent expense 124 279

Dues and subscriptions 97 44

Other expenses 86 79

Total general and administrative expense $ 1,659 $ 2,074

Net Investment Income After Taxes

Our net investment income after taxes totaled $22,963 and $23,416 for the three months ended June 30, 2024 and 2023, respectively.

The decrease in net investment income was a result of an increase in our operating expenses (primarily interest expense) during the three months ended June 30, 2024 compared to the three months ended June 30, 2023, which was mostly offset by an increase in our investment income during three months ended June 30, 2024.

Net Realized Loss on Investments and Foreign Currency

Our net realized loss on investments and foreign currency totaled $(20,277) and $(18,928) for the three months ended June 30, 2024 and 2023, respectively.

The increase was driven primarily by higher realized losses on the write-off of certain investments during the three months ended June 30, 2024 compared to realized losses recorded during the three months ended June 30, 2023 due to the restructure of certain investments.

Net Change in Unrealized Appreciation on Investments

The net change in unrealized appreciation on our investments totaled $19,692 and $23,406 for the three months ended June 30, 2024 and 2023, respectively.

This decrease was driven primarily by the purchase of additional membership units of Longview Intermediate Holdings C, LLC at a weighted average purchase price below fair market value during the three months ended June 30, 2024, compared to higher unrealized appreciation recorded during the three months ended June 30, 2023 due to the realization of previously unrealized losses on the restructuring of certain investments.

Net Increase in Net Assets Resulting from Operations

For the three months ended June 30, 2024 and 2023, we recorded a net increase in net assets resulting from operations of $22,378 and $27,894, respectively, as a result of our operating activity for the respective periods.

Results of Operations for the Six Months Ended June 30, 2024 and 2023

Our results of operations for the six months ended June 30, 2024 and 2023 were as follows:

Six Months Ended

Investment income $ 134,911 $ 123,471

Operating expenses and income taxes 79,355 70,197

Net investment income after taxes 55,556 53,274

Net realized loss on investments and foreign currency (30,013) (23,453)

Net change in unrealized appreciation (depreciation) on investments 3,280 (32,972)

Net increase (decrease) in net assets resulting from operations $ 28,823 $ (3,151)

Investment Income

For the six months ended June 30, 2024 and 2023, we generated investment income of $134,911 and $123,471, respectively, consisting primarily of interest income on investments in senior secured debt, collateralized securities and structured products, and unsecured debt of 103 and 104 portfolio companies held during each respective period.

An increase in repayment activity during the six months ended June 30, 2024 led to the recognition of additional OID as compared to the six months ended June 30, 2023.

Operating Expenses and Income Taxes

The composition of our operating expenses and income taxes for the six months ended June 30, 2024 and 2023 was as follows:

Six Months Ended

Management fees $ 13,705 $ 13,222

Administrative services expense 2,338 1,747

Subordinated incentive fee on income 11,785 11,300

General and administrative 3,443 4,029

Interest expense 48,075 39,776

Income tax expense, including excise tax 9 123

Total operating expenses and income taxes $ 79,355 $ 70,197

The increase in interest expense was primarily the result of (a) higher average borrowings under our financing arrangements during the six months ended June 30, 2024 compared to the six months ended June 30, 2023 and (b) higher SOFR rates during the six months ended June 30, 2024 compared to the six months ended June 30, 2023.

The composition of our general and administrative expenses for the six months ended June 30, 2024 and 2023 was as follows:

Six Months Ended

Professional fees $ 976 $ 1,171

Dues and subscriptions 532 473

Valuation expense 373 425

Director fees and expenses 348 348

Insurance expense 338 336

Accounting and administrative costs 322 324

Transfer agent expense 247 547

3 unchanged sentences

Net Investment Income After Taxes

Our net investment income after taxes totaled $32,593 and $29,858 for the three months ended March 31, 2024 and 2023, respectively.

The increase in net investment income was a result of an increase in our investment income during the three months ended March 31, 2024 compared to the three months ended March 31, 2023, which was partially offset by an increase in our operating expenses during the same period, which was driven primarily by increases in interest expense and the subordinated incentive fee on income.

Our net investment income after taxes totaled $55,556 and $53,274 for the six months ended June 30, 2024 and 2023, respectively.

The increase in our net investment income was a result of an increase in our investment income during the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, which was partially offset by an increase in our operating expenses during the three months ended June 30, 2024, which was driven primarily by increases in interest expense.

Net Realized Loss on Investments and Foreign Currency

Our net realized loss on investments and foreign currency totaled $(9,736) and $(4,525) for the three months ended March 31, 2024 and 2023, respectively.

The increase was driven primarily by higher realized losses on the restructure of certain investments during the three months ended March 31, 2024 compared to the three months ended March 31, 2023.

Net Change in Unrealized Depreciation on Investments

The net change in unrealized depreciation on our investments totaled $(16,412) and $(56,378) for the three months ended March 31, 2024 and 2023, respectively.

This decrease was driven primarily by realized losses on certain investments with previously unrealized depreciation during the three months ended March 31, 2024, as well as larger mark-to-market declines in certain investments during the three months ended March 31, 2023 as compared to the three months ended March 31, 2024.

Our net realized loss on investments and foreign currency totaled $(30,013) and $(23,453) for the six months ended June 30, 2024 and 2023, respectively.

This increase was driven primarily by realized losses on the restructure and write-off of certain investments during the six months ended June 30, 2024 compared to lower realized losses on the restructure of certain investments during the six months ended June 30, 2023.

Net Change in Unrealized Appreciation (Depreciation) on Investments

The net change in unrealized appreciation (depreciation) on our investments totaled $3,280 and $(32,972) for the six months ended June 30, 2024 and 2023, respectively.

This increase was driven primarily by the purchase of additional membership units of Longview Intermediate Holdings C, LLC at a weighted average purchase price below fair market value during the six months ended June 30, 2024.

This increase compares to the underperformance of certain investments during the six months ended June 30, 2023, which was partially offset by the realization of previously unrealized losses on the restructuring of certain investments.

Net Increase (Decrease) in Net Assets Resulting from Operations

For the three months ended March 31, 2024 and 2023, we recorded a net increase (decrease) in net assets resulting from operations of $6,445 and $(31,045), respectively, as a result of our operating activity for the respective periods.

For the six months ended June 30, 2024 and 2023, we recorded a net increase (decrease) in net assets resulting from operations of $28,823 and $(3,151), respectively, as a result of our operating activity for the respective periods.

Financial Condition, Liquidity and Capital Resources

7 unchanged sentences

Any increase to our leverage would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.

As of March 31, 2024 and December 31, 2023, our asset coverage ratio was 1.81 and 1.81, respectively.

As of June 30, 2024 and December 31, 2023, our asset coverage ratio was 1.80 and 1.81, respectively.

We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage and liquidity requirements.

On September 15, 2023, our shareholders authorized us to issue shares of our common stock at prices below the then current NAV per share in one or more offerings for a 12-month period following such shareholder approval.

As of the date of this report, we are not engaged in discussions to issue any such shares.

As of March 31, 2024, we had cash of $48,482 and short term investments of $130,137 invested in a fund that primarily invests in U.S.

As of the date of this report, we are not engaged in discussions to, or have any intent to, issue any such shares.

As of June 30, 2024, we had cash of $9,798 and short term investments of $83,162 invested in a fund that primarily invests in U.S.

government securities.

Cash and short term investments as of March 31, 2024, taken together with our available debt, is expected to be sufficient for our investing and financing activities and to conduct our operations in the near term.

As of March 31, 2024, we had $175 million available under our secured financing arrangements.

Cash and short term investments as of June 30, 2024, taken together with the undrawn debt available under our credit facilities, is expected to be sufficient for our investing and financing activities and to conduct our operations in the near term.

As of June 30, 2024, we had $175 million available under our secured financing arrangements.

Our short-term cash needs include the funding of additional portfolio investments, the payment of operating expenses including interest expense, management fees, incentive fees, administrative services expense and general and administrative expenses, as well as paying distributions to our shareholders.

13 unchanged sentences

The 10b5-1 trading plan expires on August 29, 2024, and is subject to price, market volume and timing restrictions.

During the three months ended March 31, 2024, we repurchased an aggregate of 424,031 shares under the 10b5-1 trading plan for an aggregate purchase price of $4,670, or an average purchase price of $11.01 per share.

From April 1, 2024 to May 1, 2024, we repurchased an aggregate of 171,481 shares of common stock under the 10b5-1 trading plan for an aggregate purchase price of $1,911, or an average purchase price of $11.14 per share.

From the inception of the 10b5-1 trading plan in August 2022 through May 1, 2024, we repurchased an aggregate of 3,369,316 shares of common stock under the 10b5-1 trading plan for an aggregate purchase price of $33,545, or an average purchase price of $9.96 per share.

During the six months ended June 30, 2024, we repurchased an aggregate of 659,013 shares under the 10b5-1 trading plan for an aggregate purchase price of $7,341, or an average purchase price of $11.14 per share.

From July 1, 2024 to July 31, 2024, we repurchased an aggregate of 71,305 shares of common stock under the 10b5-1 trading plan for an aggregate purchase price of $881, or an average purchase price of $12.35 per share.

From the inception of the 10b5-1 trading plan in August 2022 through July 31, 2024, we repurchased an aggregate of 3,504,122 shares of common stock under the 10b5-1 trading plan for an aggregate purchase price of $35,185, or an average purchase price of $10.04 per share.

RIC Status and Distributions

5 unchanged sentences

Base and any supplemental and/or special distributions in respect of future periods will be evaluated by management and our board of directors based on circumstances and expectations existing at the time of consideration.

The following table presents distributions per share that were declared during the year ended December 31, 2023 and the three months ended March 31, 2024:

The following table presents distributions per share that were declared during the year ended December 31, 2023 and the six months ended June 30, 2024:

Distributions

6 unchanged sentences

March 31, 2024 (one record date) $ 0.34 $ 18,279

Total distributions for the three months ended March 31, 2024 $ 0.34 $ 18,279

On May 6, 2024, our co-chief executive officers declared a quarterly base distribution of $0.36 per share for the second quarter of 2024 payable on June 17, 2024 to shareholders of record as of June 3, 2024.

June 30, 2024 (two record dates) 0.41 21,960

Total distributions for the six months ended June 30, 2024 $ 0.75 $ 40,239

On August 5, 2024, our co-chief executive officers declared a quarterly base distribution of $0.36 per share for the third quarter of 2024 payable on September 17, 2024 to shareholders of record as of September 3, 2024.

For an additional discussion of our RIC status and distributions, refer to Note 2 and Note 5, respectively, of our consolidated financial statements included in this report.

JPM Credit Facility

As of March 31, 2024 and May 1, 2024, our aggregate outstanding borrowings under the JPM Credit Facility were $550,000 and the aggregate unfunded principal amount in connection with the JPM Credit Facility was $125,000.

For a detailed discussion of our JPM Credit Facility, refer to Note 8 to our consolidated financial statements included in this report.

As of March 31, 2024 and May 1, 2024, our outstanding borrowings under the Amended UBS Facility were $100,000 and the aggregate unfunded principal amount in connection with the Amended UBS Facility was $50,000.

As of June 30, 2024 and July 31, 2024, our aggregate outstanding borrowings under the JPM Credit Facility were $550,000 and the aggregate unfunded principal amount in connection with the JPM Credit Facility was $125,000.

For a detailed discussion of our JPM Credit Facility, refer to Note 8 and Note 14 to our consolidated financial statements included in this report.

As of June 30, 2024 and July 31, 2024, our outstanding borrowings under the Amended UBS Facility were $100,000 and the aggregate unfunded principal amount in connection with the Amended UBS Facility was $50,000.

For a detailed discussion of our Amended UBS Facility, refer to Note 8 to our consolidated financial statements included in this report.

As of March 31, 2024 and May 1, 2024, we had $125,000 in aggregate principal amount of 2026 Notes outstanding and there was no unfunded principal amount in connection with the 2026 Notes.

As of June 30, 2024 and July 31, 2024, we had $125,000 in aggregate principal amount of 2026 Notes outstanding and there was no unfunded principal amount in connection with the 2026 Notes.

For a detailed discussion of our 2026 Notes, refer to Note 8 to our consolidated financial statements included in this report.

2021 More Term Loan

As of March 31, 2024 and May 1, 2024, our outstanding borrowings under the 2021 More Term Loan were $30,000 and there was no unfunded principal amount in connection with the 2021 More Term Loan.

As of June 30, 2024 and July 31, 2024, our outstanding borrowings under the 2021 More Term Loan were $30,000 and there was no unfunded principal amount in connection with the 2021 More Term Loan.

For a detailed discussion of our 2021 More Term Loan, refer to Note 8 to our consolidated financial statements included in this report.

2022 More Term Loan

As of March 31, 2024 and May 1, 2024, our outstanding borrowings under the 2022 More Term Loan were $50,000 and there was no unfunded principal amount in connection with the 2022 More Term Loan.

As of June 30, 2024 and July 31, 2024, our outstanding borrowings under the 2022 More Term Loan were $50,000 and there was no unfunded principal amount in connection with the 2022 More Term Loan.

For a detailed discussion of our 2022 More Term Loan, refer to Note 8 to our consolidated financial statements included in this report.

Series A Notes

As of March 31, 2024 and May 1, 2024, we had approximately $114,844 in aggregate principal amount of Series A Notes outstanding and there was no unfunded principal amount in connection with either the Series A Notes.

As of June 30, 2024 and July 31, 2024, we had approximately $114,844 in aggregate principal amount of Series A Notes outstanding and there was no unfunded principal amount in connection with either the Series A Notes.

For a detailed discussion of our Series A Notes, refer to Note 8 to our consolidated financial statements included in this report.

As of March 31, 2024 and May 1, 2024, we had $100,000 in aggregate principal amount of 2027 Notes outstanding and there was no unfunded principal amount in connection with the 2027 Notes.

As of June 30, 2024 and July 31, 2024, we had $100,000 in aggregate principal amount of 2027 Notes outstanding and there was no unfunded principal amount in connection with the 2027 Notes.

For a detailed discussion of our 2027 Notes, refer to Note 8 to our consolidated financial statements included in this report.

Unfunded Commitments

As of March 31, 2024 and May 1, 2024, our unfunded commitments amounted to $60,632 and $82,946, respectively.

As of June 30, 2024 and July 31, 2024, our unfunded commitments amounted to $77,502 and $69,278, respectively.

For a detailed discussion of our unfunded commitments, refer to Note 11 to our consolidated financial statements included in this report.

39 unchanged sentences

Contractual Obligations

On August 26, 2016, 34th Street entered into the JPM Credit Facility with JPM, as amended and restated on September 30, 2016, July 11, 2017, November 28, 2017, May 23, 2018, May 15, 2020, February 26, 2021, March 28, 2022 and May 15, 2023.

See Note 8 to our consolidated financial statements for a more detailed description of the JPM Credit Facility.

See Note 8 and Note 14 to our consolidated financial statements for a more detailed description of the JPM Credit Facility.

On May 19, 2017, Murray Hill Funding II entered into the UBS Facility with UBS, as amended on December 1, 2017, May 19, 2020, November 12, 2020, December 17, 2020 and June 14, 2023.

18 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis