What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-11-07 compared with 2024-08-08 · 133 added, 105 removed, 369 unchanged (39% of the section changed)

34 unchanged sentences

• future changes in laws or regulations and conditions in our operating areas;

• the price at which shares of our common stock may trade on and volume fluctuations in the NYSE;

• the prices at which shares of our common stock and our 2029 Notes may trade on and volume fluctuations in the NYSE;

• the costs associated with being a publicly traded company.

14 unchanged sentences

On February 26, 2023, our shares of common stock and our Series A Notes listed and commenced trading in Israel on the TASE under the ticker symbol “CION” and "CION B1", respectively.

On October 9, 2024, our 2029 Notes listed and commenced trading on the NYSE under the ticker symbol “CICB”.

We are managed by CIM, our affiliate and a registered investment adviser.

31 unchanged sentences

Q4 Base Distribution

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:

On November 4, 2024, our co-chief executive officers declared a quarterly base distribution of $0.36 per share for the fourth quarter of 2024, payable on December 16, 2024 to shareholders of record as of December 2, 2024.

On October 3, 2024, we issued and sold $172,500 in aggregate principal amount of our 2029 Notes, which includes $22,500 in aggregate principal amount of the 2029 Notes issued and sold pursuant to the exercise in full of the underwriters’ option to purchase additional 2029 Notes to cover overallotments.

The 2029 Notes were issued pursuant to the Indenture between us and the Trustee.

We used the net proceeds of the offering of the 2029 Notes to pay down borrowings under our senior secured credit facility with JPM.

The 2029 Notes began trading on the NYSE under the ticker symbol “CICB” on October 9, 2024.

The 2029 Notes will mature on December 30, 2029, unless previously redeemed or repurchased in accordance with their terms.

The interest rate of the 2029 Notes is 7.50% per year and will be paid quarterly in arrears on March 30, June 30, September 30 and December 30 of each year, commencing December 30, 2024.

The 2029 Notes are our direct unsecured obligations and rank pari passu with our existing and future unsecured, unsubordinated indebtedness;

senior to any series of preferred stock that we may issue in the future;

senior to any of our future indebtedness that expressly provides it is subordinated to the 2029 Notes;

effectively subordinated to all of our existing and future secured indebtedness (including indebtedness that is initially unsecured to which we subsequently grant security), to the extent of the value of the assets securing such indebtedness;

and structurally subordinated to all existing and future indebtedness and other obligations of any of our existing or future subsidiaries.

The 2029 Notes may be redeemed in whole or in part at any time or from time to time at our option on or after December 30, 2026, upon not less than 30 days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof, at a redemption price of $25 per 2029 Note plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to the date fixed for redemption.

The Indenture contains certain covenants, including covenants requiring us to comply with the asset coverage ratio requirements set forth in the 1940 Act, but giving effect to any exemptive relief granted to us by the SEC, and certain other exceptions, and to provide financial information to the holders of the 2029 Notes and the Trustee if we should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended.

The 2029 Notes were offered and sold in an offering registered under the Securities Act of 1933, as amended, pursuant to our shelf registration statement on Form N-2 (Registration No.

333-278658) previously filed with the SEC, as supplemented by a preliminary prospectus supplement dated September 26, 2024 and a final prospectus supplement dated September 26, 2024.

Portfolio Investment Activity for the Three and Nine Months Ended September 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 nine months ended September 30, 2024 and 2023 and the year ended December 31, 2023:

Three Months Ended

June 30, Six Months Ended

June 30, Year Ended

September 30, Nine Months Ended

September 30, Year Ended

Net Investment Activity 2024 2023 2024 2023 2023

5 unchanged sentences

Net portfolio activity $ (61,111) $ 6,670 $ (86,531) $ (21,270) $ 49,937

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

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

September 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 June 30, 2024 and December 31, 2023, excluding short term investments of $83,162 and $113,446, respectively:

June 30, 2024 December 31, 2023

The following table summarizes the composition of our investment portfolio by the type of interest rate as of September 30, 2024 and December 31, 2023, excluding short term investments of $53,503 and $113,446, respectively:

September 30, 2024 December 31, 2023

Interest Rate Allocation Investments Cost Investments Fair Value Percentage of

5 unchanged sentences

Total investments $ 1,796,741 $ 1,752,726 100.0 % $ 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 June 30, 2024 and December 31, 2023:

June 30, 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 September 30, 2024 and December 31, 2023:

September 30, 2024 December 31, 2023

Industry Classification Investments Fair Value Percentage of

7 unchanged sentences

Advertising, Printing & Publishing 106,365 6.1 % 116,100 6.3 %

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

Construction & Building 101,037 5.8 % 104,727 5.7 %

Consumer Goods:

Durable 96,513 5.5 % 59,955 3.3 %

Oil & Gas 94,504 5.4 % 104,893 5.7 %

Beverage, Food & Tobacco 89,320 5.1 % 68,780 3.7 %

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

Banking, Finance, Insurance & Real Estate 63,644 3.6 % 52,272 2.8 %

1 unchanged sentence

Hotel, Gaming & Leisure 50,199 2.9 % 50,906 2.8 %

Capital Equipment 39,092 2.2 % 49,571 2.7 %

Consumer Goods:

Non-Durable 33,468 1.9 % 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 30,934 1.8 % 12,403 0.7 %

2 unchanged sentences

High Tech Industries 18,529 1.1 % 22,671 1.2 %

Telecommunications 17,504 1.0 % 17,768 1.0 %

Metals & Mining 14,815 0.8 % 13,957 0.8 %

2 unchanged sentences

Cargo 11,533 0.7 % 12,201 0.7 %

Telecommunications 6,538 0.4 % 17,768 1.0 %

Chemicals, Plastics & Rubber 3,411 0.2 % 82,597 4.5 %

Subtotal/total percentage 1,752,726 100.0 % 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 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.

As of September 30, 2024 and December 31, 2023, our unfunded commitments amounted to $71,113 and $47,349, respectively.

As of October 30, 2024, our unfunded commitments amounted to $69,980.

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 June 30, 2024 and December 31, 2023, excluding short term investments of $83,162 and $113,446, respectively:

June 30, 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 September 30, 2024 and December 31, 2023, excluding short term investments of $53,503 and $113,446, respectively:

September 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 July 31, 2024:

The following table summarizes the composition of our investment portfolio at fair value as of October 30, 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 June 30, 2024 and 2023

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

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

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

Three Months Ended

September 30,

Investment income $ 59,627 $ 67,540

1 unchanged sentence

Net investment income after taxes 21,618 29,990

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

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

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

Net realized gain (loss) on investments and foreign currency 3,938 (8,123)

Net change in unrealized (depreciation) appreciation on investments (25,935) 25,606

Net (decrease) increase in net assets resulting from operations $ (379) $ 47,473

Investment Income

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.

For the three months ended September 30, 2024 and 2023, we generated investment income of $59,627 and $67,540, respectively, consisting primarily of interest income on investments in senior secured debt, collateralized securities and structured products, and unsecured debt of 99 and 101 portfolio companies held during each respective period.

The decrease in total investment income was primarily driven by a decrease in transaction fees on investments received during the three months ended September 30, 2024 compared to the three months ended September 30, 2023.

Operating Expenses and Income Taxes

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

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

Three Months Ended

September 30,

Management fees $ 6,854 $ 6,741

3 unchanged sentences

Interest expense 23,551 21,757

Income tax expense, including excise tax 4 118

Income tax benefit, including excise tax (21) (237)

Total operating expenses and income taxes $ 38,009 $ 37,550

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:

The increase in interest expense was primarily the result of higher average borrowings under our financing arrangements during the three months ended September 30, 2024 compared to the three months ended September 30, 2023.

The decrease in subordinated incentive fee on income was primarily the result of the decrease in investment income during the three months ended September 30, 2024 compared to the three months ended September 30, 2023.

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

Three Months Ended

September 30,

Professional fees $ 777 $ 405

Valuation expense 205 212

Director fees and expenses 177 179

Insurance expense 195 168

Printing and marketing expense 162 269

Director fees and expenses 171 177

Accounting and administrative costs 137 282

Printing and marketing expense 127 284

Transfer agent expense 121 189

3 unchanged sentences

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

Our net investment income after taxes totaled $21,618 and $29,990 for the three months ended September 30, 2024 and 2023, respectively.

The decrease in net investment income was a result of a decrease in our investment income during the three months ended September 30, 2024 compared to the three months ended September 30, 2023.

Net Realized Gain (Loss) on Investments and Foreign Currency

Our net realized gain (loss) on investments and foreign currency totaled $3,938 and $(8,123) for the three months ended September 30, 2024 and 2023, respectively.

This change was driven primarily by lower realized losses due to the restructure of certain investments during the three months ended September 30, 2024 compared to the three months ended September 30, 2023.

Net Change in Unrealized (Depreciation) Appreciation on Investments

The net change in unrealized (depreciation) appreciation on our investments totaled $(25,935) and $25,606 for the three months ended September 30, 2024 and 2023, respectively.

This change was primarily due to the decline in fair value of certain investments from mark-to-market adjustments during the three months ended September 30, 2024 compared to during the three months ended September 30, 2023.

Net (Decrease) Increase in Net Assets Resulting from Operations

For the three months ended September 30, 2024 and 2023, we recorded a net (decrease) increase in net assets resulting from operations of $(379) and $47,473, respectively, as a result of our operating activity for the respective periods.

Results of Operations for the Nine Months Ended September 30, 2024 and 2023

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

Nine Months Ended

September 30,

Investment income $ 194,538 $ 191,011

2 unchanged sentences

Net realized loss on investments and foreign currency (26,075) (31,576)

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)

Net change in unrealized depreciation on investments (22,655) (7,366)

Net increase in net assets resulting from operations $ 28,444 $ 44,322

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.

For the nine months ended September 30, 2024 and 2023, we generated investment income of $194,538 and $191,011, respectively, consisting primarily of interest income on investments in senior secured debt, collateralized securities and structured products, and unsecured debt of 104 and 107 portfolio companies held during each respective period.

The increase in total investment income was primarily driven by an increase in certain transaction fees on investments received during the nine months ended September 30, 2024 compared to the nine months ended September 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

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

Nine Months Ended

September 30,

Management fees $ 20,559 $ 19,963

3 unchanged sentences

Interest expense 71,626 61,533

Income tax expense, including excise tax 9 123

Income tax benefit, including excise tax (12) (114)

Total operating expenses and income taxes $ 117,364 $ 107,747

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

The increase in interest expense was primarily the result of higher average borrowings under our financing arrangements during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

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

Nine Months Ended

September 30,

Professional fees $ 1,753 $ 1,576

1 unchanged sentence

Valuation expense 578 637

Director fees and expenses 348 348

Insurance expense 533 504

Director fees and expenses 519 525

Accounting and administrative costs 459 606

4 unchanged sentences

Net Investment Income After Taxes

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.

Our net investment income after taxes totaled $77,174 and $83,264 for the nine months ended September 30, 2024 and 2023, respectively.

The decrease in our net investment income was primarily the result of an increase in our interest expense during the nine months ended September 30, 2024 compared to during the nine months ended September 30, 2023.

Net Realized Loss on Investments and Foreign Currency

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 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.

Our net realized loss on investments and foreign currency totaled $(26,075) and $(31,576) for the nine months ended September 30, 2024 and 2023, respectively.

This decrease was driven primarily by lower realized losses due to the restructure of certain investments during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

Net Change in Unrealized Depreciation on Investments

The net change in unrealized depreciation on our investments totaled $(22,655) and $(7,366) for the nine months ended September 30, 2024 and 2023, respectively.

This increase was driven primarily by the decline in fair value of certain investments from mark-to-market adjustments during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

Net Increase in Net Assets Resulting from Operations

For the nine months ended September 30, 2024 and 2023, we recorded a net increase in net assets resulting from operations of $28,444 and $44,322, 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 June 30, 2024 and December 31, 2023, our asset coverage ratio was 1.80 and 1.81, respectively.

As of September 30, 2024 and December 31, 2023, our asset coverage ratio was 1.78 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.

On August 27, 2024, 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, 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.

As of September 30, 2024, we had cash of $29,765 and short term investments of $53,503 invested in a fund that primarily invests in U.S.

government securities.

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.

Cash and short term investments as of September 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 September 30, 2024, we had $162 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 19, 2025, and is subject to price, market volume and timing restrictions.

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.

During the nine months ended September 30, 2024, we repurchased an aggregate of 824,750 shares under the 10b5-1 trading plan for an aggregate purchase price of $9,344, or an average purchase price of $11.33 per share.

From October 1, 2024 to October 30, 2024, we repurchased an aggregate of 73,943 shares of common stock under the 10b5-1 trading plan for an aggregate purchase price of $881, or an average purchase price of $11.92 per share.

From the inception of the 10b5-1 trading plan in August 2022 through October 30, 2024, we repurchased an aggregate of 3,672,497 shares of common stock under the 10b5-1 trading plan for an aggregate purchase price of $37,187, or an average purchase price of $10.13 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 six months ended June 30, 2024:

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

Distributions

7 unchanged sentences

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.

September 30, 2024 (one record date) 0.36 19,234

Total distributions for the nine months ended September 30, 2024 $ 1.11 $ 59,473

On November 4, 2024, our co-chief executive officers declared a quarterly base distribution of $0.36 per share for the fourth quarter of 2024 payable on December 16, 2024 to shareholders of record as of December 2, 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 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.

As of September 30, 2024 and October 30, 2024, our aggregate outstanding borrowings under the JPM Credit Facility were $450,000 and the aggregate unfunded principal amount in connection with the JPM Credit Facility was $112,500.

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

As of September 30, 2024 and October 30, 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 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.

As of September 30, 2024 and October 30, 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 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 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.

2021 Term Loan

On September 24, 2024, the Company fully repaid all outstanding principal and interest on and otherwise satisfied all its obligations under the 2021 Term Loan.

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

2022 Term Loan

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

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

2024 Term Loan

As of September 30, 2024 and October 30, 2024, our outstanding borrowings under the 2024 Term Loan were $30,000 and there was no unfunded principal amount in connection with the 2024 Term Loan.

For a detailed discussion of our 2024 Term Loan, refer to Note 8 to our consolidated financial statements included in this report.

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.

As of September 30, 2024 and October 30, 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 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 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.

As of September 30, 2024 and October 30, 2024, we had $200,000 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.

As of October 30, 2024, we had $172,500 in aggregate principal amount of 2029 Notes outstanding and there was no unfunded principal amount in connection with the 2029 Notes.

For a detailed discussion of our 2029 Notes, refer to Note 14 to our consolidated financial statements included in this report.

Unfunded Commitments

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

As of September 30, 2024 and October 30, 2024, our unfunded commitments amounted to $71,113 and $69,980, respectively.

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

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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, May 15, 2023, May 14, 2024, June 17, 2024 and July 15, 2024.

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

On August 26, 2016, 34th Street entered into the JPM Credit Facility with JPM, as amended on September 30, 2016, July 11, 2017, November 28, 2017, May 23, 2018, May 15, 2020, February 26, 2021, March 28, 2022, May 15, 2023, May 14, 2024, June 17, 2024 and July 15, 2024.

See Note 8 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.

2 unchanged sentences

See Note 8 to our consolidated financial statements for a more detailed description of the 2026 Notes.

On April 14, 2021, we entered into the 2021 More Term Loan with More.

See Note 8 to our consolidated financial statements for a more detailed description of the 2021 More Term Loan.

On April 27, 2022, we entered into the 2022 More Term Loan with More.

See Note 8 to our consolidated financial statements for a more detailed description of the 2022 More Term Loan.

On April 14, 2021, we entered into the 2021 Term Loan with an Israeli institutional investor.

See Note 8 to our consolidated financial statements for a more detailed description of the 2021 Term Loan.

On April 27, 2022, we entered into the 2022 Term Loan with an Israeli institutional investor.

See Note 8 to our consolidated financial statements for a more detailed description of the 2022 Term Loan.

On February 28, 2023, we entered into a Deed of Trust with Mishmeret Trust Company Ltd., as trustee, pursuant to which we issued our Series A Notes.

See Notes 8 to our consolidated financial statements for a more detailed description of the Deed of Trust and the Series A Notes.

On November 8, 2023, we entered into the 2027 Note Purchase Agreement with purchasers of the 2027 Notes.

On November 8, 2023, we entered into the 2027 Note Purchase Agreement with purchasers of the 2027 Notes (Tranche A) and on September 18, 2024, we entered into the AR Note Purchase Agreement with purchasers of the 2027 Notes (Tranche B).

See Note 8 to our consolidated financial statements for a more detailed description of the 2027 Notes.

On September 30, 2024, we entered into the 2024 Term Loan with an Israeli institutional investor.

See Note 8 to our consolidated financial statements for a more detailed description of the 2024 Term Loan.

On October 3, 2024, we issued and sold our 2029 Notes under the Indenture pursuant to a U.S.

public offering.

See Note 14 to our consolidated financial statements for a more detailed description of the 2029 Notes.

Commitments and Contingencies

6 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