Investments and Fair Value Disclosures | INVESTMENTS AND FAIR VALUE DISCLOSURES The following table presents the components of the Company’s investments as reported in the consolidated balance sheets: September 30, 2022 December 31, 2021 (dollars in thousands) U.S. government obligations, at fair value $ 79,283 $ 205,400 CLOs, at fair value 189,214 219,510 Equity method investments 93,408 158,712 Total Investments $ 361,905 $ 583,622 Investments of Consolidated Entities $ 543,843 $ — The Company invests in U.S. government obligations to manage excess liquidity. CLOs, at fair value, consist of investments in notes of unconsolidated CLOs. These investments are carried at fair value under the irrevocable fair value option election at initial recognition. Changes in fair value are recorded within net (losses) gains on investments in the consolidated statements of operations. Interest income on these investments is accrued using the effective interest method and separately presented from the overall change in fair value and is recognized in other revenue in the consolidated statement of operations. The Company’s equity method investments include investments in funds, which are not consolidated, but in which the Company exerts significant influence, but not control. The Company has not elected the fair value option and accounts for such investments under the equity method. Under the equity method of accounting, the Company recognizes its share of the underlying earnings (losses) from equity method investments within net (losses) gains on investments in the consolidated statements of operations. The carrying amounts of equity method investments are recorded in investments in the consolidated balance sheets. Refer to Note 15 for details of the related party nature of such investments. Investments of consolidated entities include both investments of the Company’s consolidated SPAC, which consists of investments in U.S. Treasury bills held in a trust account, as well as investments held by the Company’s consolidated structured alternative investment solution. The investments of the consolidated structured alternative investment solution that the Company manages are generally measured at fair value using the NAV per share practical expedient. The Company may determine based on its own due diligence and investment procedures, that NAV per share does not represent fair value. In such circumstances, the Company will estimate the fair value in good faith and in a manner that it reasonably chooses in accordance with GAAP. The Company does not categorize investments where fair value is measured using the NAV practical expedient within the fair value hierarchy. The following table summarizes the fair value of the investments of the structured alternative investment solution that are measured at NAV by strategy type and ability to redeem such investments as of September 30, 2022. Fund Type (1) Fair Value (as of September 30, 2022) Redemption Frequency (2) Redemption Notice Period (2) (dollars in thousands) Multi-strategy 81,783 Quarterly - Annually 30 days - 90 days Credit 212,940 Monthly - Annually (3) 30 days - 90 days Real estate 7,153 None (4) N/A Total $ 301,876 _______________ (1) The structured alternative investment solution invests in both open-ended and close-ended funds. The investments in each fund may represent investments in a particular tranche of such fund subject to different withdrawal rights. (2) $148.7 million of investments are subject to an initial lock-up period of three years during which time no withdrawals or redemptions are allowed. Once the lock-up period ends, the investments are able to be redeemed with the frequency noted above. (3) 18% of these investments are in closed-end funds which cannot be redeemed, as distributions will be received as the underlying assets are liquidated, which is expected to be approximately six years. (4) 100% of these investments are in closed-end funds which cannot be redeemed, as distributions will be received as the underlying assets are liquidated, which is expected to be approximately seven As of September 30, 2022, the structured alternative investment solution had unfunded commitments of $104.7 million related to the investments presented in the table above. See Note 2 for additional information regarding the investments of consolidated entities. Fair Value Disclosures Fair value represents the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date (i.e., an exit price). The Company and the funds it manages hold a variety of investments, certain of which are not publicly traded or that are otherwise illiquid. Significant judgement and estimation go into the assumptions that drive the fair value of these investments. The fair value of these investments may be estimated using a combination of observed transaction prices, prices from third parties (including independent pricing services and relevant broker quotes), models or other valuation methodologies based on pricing inputs that are neither directly nor indirectly market observable. Due to the inherent uncertainty of valuations of investments that are determined to be illiquid or do not have readily ascertainable fair values, the estimates of fair value may differ from the values ultimately realized, and those differences can be material. GAAP establishes a hierarchical disclosure framework that prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is impacted by a number of factors, including the type and the specific characteristics of the financial instrument, including existence and transparency of transactions between market participants. Financial instruments with readily available actively quoted prices or for which fair value can be measured from actively-quoted prices generally will have a higher degree of market price observability and lesser degree of judgment used in measuring fair value. Financial instruments measured at fair value are classified and disclosed into one of the following categories based on the observability of inputs used in the determination of fair values: • Level I – Quoted prices that are available in active markets for identical financial instruments as of the reporting date. The types of financial instruments that would generally be included in this category are listed equities, U.S. government obligations and listed derivatives. The Company does not adjust the quoted price for these investments. • Level II – Quotations received from dealers making a market for financial instruments (“broker quotes”), valuations obtained from independent third-party pricing services, the use of models or other valuation methodologies based on pricing inputs that are either directly or indirectly observable as of the reporting date. The types of financial instruments that would generally be included in this category are certain corporate bonds and loans, certain credit default swap contracts, certain bank debt securities, certain commercial real estate debt, less liquid equity securities, forward contracts and certain over the-counter (“OTC”) derivatives where the fair value is based on observable inputs. These financial instruments exhibit higher levels of liquid market observability as compared to Level III financial instruments. • Level III – Pricing inputs that are unobservable for the financial instruments and includes situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value of financial instruments in this category may require significant management judgment or estimation. The fair value of these financial instruments may be estimated using a combination of observed transaction prices, independent pricing services, relevant broker quotes, models or other valuation methodologies based on pricing inputs that are neither directly or indirectly market observable (e.g., cash flows, implied yields, EBITDA multiples). The types of financial instruments that would generally be included in this category include CLOs, certain warrant liabilities, certain credit default swap contracts, certain bank debt securities, certain OTC derivatives, asset-backed securities, collateralized debt obligations and investments in affiliated credit funds. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument when the fair value is based on unobservable inputs. For financial instruments for which the Company uses independent pricing services for valuation, the Company performs analytical procedures and compares independent pricing service valuations to other vendors’ pricing as applicable. The Company also performs due diligence reviews on independent pricing services on an annual basis and performs other due diligence procedures as may be deemed necessary. Fair Value Measurements Categorized within the Fair Value Hierarchy The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis within the fair value hierarchy as of September 30, 2022: As of September 30, 2022 Level I Level II Level III NAV Total (dollars in thousands) Assets, at Fair Value Included within cash and cash equivalents: U.S. government obligations $ 67,853 $ — $ — $ — $ 67,853 Included within investments: U.S. government obligations $ 79,283 $ — $ — $ — $ 79,283 CLOs (1) $ — $ — $ 189,214 $ — $ 189,214 Included within investments of consolidated entities: U.S. government obligations $ 236,017 $ — $ — $ — $ 236,017 Bank Debt — 5,950 — — 5,950 Investments in funds — — — 301,876 301,876 Investments of Consolidated Entities $ 236,017 $ 5,950 $ — $ 301,876 $ 543,843 Liabilities, at Fair Value Warrants $ — $ — $ 24,597 $ — $ 24,597 Liabilities of consolidated entities: Warrants $ 1,639 $ — $ — $ — $ 1,639 Notes payable $ — $ — $ 207,978 $ — $ 207,978 _______________ (1) As of September 30, 2022, investments in CLOs had contractual principal amounts of $198.2 million outstanding, which excludes the Company’s investments in subordinated tranches of the notes, as these do not have contractual principal payments. The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis within the fair value hierarchy as of December 31, 2021: As of December 31, 2021 Level I Level II Level III Total (dollars in thousands) Assets, at Fair Value Included within investments: U.S. government obligations $ 205,400 $ — $ — $ 205,400 CLOs (1) $ — $ — $ 219,510 $ 219,510 Included within restricted cash of consolidated entities: U.S. government obligations $ 234,601 $ — $ — $ 234,601 Liabilities, at Fair Value Warrants $ — $ — $ 65,287 $ 65,287 Liabilities of consolidated entities: Warrants $ — $ — $ 7,590 $ 7,590 _______________ (1) As of December 31, 2021, investments in CLOs had contractual principal amounts of $205.9 million outstanding, which excludes the Company’s investments in subordinated tranches of the notes, as these do not have contractual principal payments. Reconciliation of Fair Value Measurements Categorized within Level III Gains and losses on investments categorized within Level III, excluding those related to investments of consolidated entities and foreign currency translation adjustments, are recorded within net (losses) gains on investments in the consolidated statements of operations. Gains and losses related to foreign currency translation adjustments are recorded in the statements of comprehensive income (loss), and gains and losses related to investment of consolidated entities are recorded within net losses of consolidated entities. Amortization of premium, accretion of discount and foreign exchange gains and losses on non-U.S. dollar investments are also included within gains and losses in the tables below. Changes in fair value of warrant liabilities are included in other loss in the consolidated statements of operations. In the first quarter of 2022, the warrants of the consolidated SPAC began to trade publicly, and as such, were transferred from Level III to Level I. Changes in fair value of warrant liabilities and notes payable of the consolidated entities are included in net losses of consolidated entities in the consolidated statements of operations. The Company elected to measure its investments in CLOs, U.S. government obligations and notes payable of the consolidated fund at fair value through consolidated net (loss) income in order to simplify its accounting for these instruments. The following table summarizes the changes in the Company’s Level III financial assets and liabilities for the three months ended September 30, 2022: June 30, 2022 Transfers In Transfers Out Purchases / Issuances Investment Sales / Settlements Gains / (Losses) Included in Earnings Gains / (Losses) Included in Other Comprehensive Income September 30, 2022 (dollars in thousands) Assets, at Fair Value CLOs $ 203,631 $ — $ — $ 248 $ (40) $ (4,143) $ (10,482) $ 189,214 Investments of consolidated entities: Bank Debt $ 40,226 $ — $ (16,296) $ — $ (23,930) $ — $ — $ — Liabilities, at Fair Value Warrants $ 22,211 $ — $ — $ — $ — $ (2,386) $ — $ 24,597 Liabilities of consolidated entities: Notes payable $ 201,985 $ — $ — $ — $ — $ (5,993) $ — $ 207,978 The following table summarizes the changes in the Company’s Level III financial assets and liabilities for the three months ended September 30, 2021: June 30, 2021 Purchases / Issuances Investment Sales / Settlements Gains / (Losses) Included in Earnings Gains / (Losses) Included in Other Comprehensive Income September 30, 2021 (dollars in thousands) Assets, at Fair Value Included within investments: CLOs $ 219,433 $ 982 $ (286) $ 335 $ (3,928) $ 216,536 Liabilities, at Fair Value Warrants $ 76,002 $ — $ — $ (12,710) $ — $ 88,712 The following table summarizes the changes in the Company’s Level III financial assets and liabilities for the nine months ended September 30, 2022: December 31, 2021 Transfers In Transfers Out Purchases / Issuances Investment Sales / Settlements Gains / (Losses) Included in Earnings Gains / (Losses) Included in Other Comprehensive Income September 30, 2022 (dollars in thousands) Assets, at Fair Value Included within investments: CLOs $ 219,510 $ — $ — $ 30,087 $ (12,413) $ (22,931) $ (25,039) $ 189,214 Investments of consolidated entities: Bank Debt $ — $ 3,603 (1) $ (47,258) (1) $ 98,217 $ (51,335) $ (3,227) $ — $ — Liabilities, at Fair Value Warrants $ 65,287 $ — $ — $ — $ — $ 40,690 $ — $ 24,597 Liabilities of consolidated entities: Warrants $ 7,590 $ — $ (3,450) (2) $ — $ — $ 4,140 $ — $ — Notes payable $ — $ — $ — $ 215,733 $ — $ 7,755 $ — $ 207,978 _______________ (1) Transfers into and out of Level III in bank debt include $2.3 million related to the consolidation and $14.0 million related to the subsequent deconsolidation of a fund that the Company manages. (2) Transfers out of Level III into Level I related to warrants of consolidated entities that became publicly traded with available quoted prices during the first quarter of 2022. The following table summarizes the changes in the Company’s Level III financial assets for the nine months ended September 30, 2021: December 31, 2020 Purchases / Issuances Investment Sales / Settlements Gains / (Losses) Included in Earnings Gains / (Losses) Included in Other Comprehensive Income September 30, 2021 (dollars in thousands) Assets, at Fair Value Included within investments: CLOs $ 205,510 $ 34,276 $ (16,431) $ 2,088 $ (8,907) $ 216,536 Liabilities, at Fair Value Warrants $ 37,827 $ — $ — $ (50,885) $ — $ 88,712 The table below summarizes the net change in unrealized gains and (losses) on the Company’s Level III financial instruments still held as of the reporting date: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (dollars in thousands) Assets, at Fair Value Included within investments: CLOs $ (14,625) $ (3,593) $ (47,970) $ (6,063) Liabilities, at Fair Value Warrants $ (2,386) $ (12,710) $ 40,690 $ (50,885) Liabilities of consolidated entities: Notes payable $ (5,993) $ — $ 7,755 $ — Level II Valuation Techniques Financial instruments classified within Level II of the fair value hierarchy are comprised of bank debt held by the Company’s consolidated structured alternative investment solution. These investments are valued using independent pricing services. There are no unobservable valuation inputs used in determining the fair value of these investments. Level III Valuation Techniques Financial instruments classified within Level III of the fair value hierarchy are comprised of CLOs, warrant liabilities and warrants and notes payable of consolidated entities. Investments in CLOs are valued using independent pricing services. The Company performs procedures over the values provided by the pricing services, as discussed above. Warrant liabilities of the Company are valued by independent pricing services using a Black-Scholes option pricing model, for which the Company’s Class A share price, warrant exercise price, risk free rate, volatility, dividend yield and term to expiry are the primary inputs to the valuation. The are no unobservable quantitative valuation inputs used in determining the fair value of the warrant liabilities. The warrant liabilities of the consolidated SPAC are currently valued using quoted prices. Prior to being transferred to Level I, they were valued by independent pricing services using a Monte Carlo simulation model. As noted above, the warrant liabilities of the consolidated SPAC were transferred from Level III to Level I in the first quarter of 2022. Notes payable of consolidated entities are valued using independent pricing services. The Company measures the financial liabilities of its consolidated entity based on the fair value of the financial assets of the consolidated entity, as the Company believes the fair value of the financial assets is more observable. Refer to Note 2 for additional valuation considerations of the notes payable of consolidated entities. Financial Instruments Not Measured at Fair Value As of September 30, 2022, the Company’s debt obligations had a fair value of $105.2 million and a carrying value of $123.8 million. Management estimates that the carrying value of the Company’s repurchase agreements approximated their fair value as of September 30, 2022. The fair value measurements for the Company’s debt obligations and repurchase agreements are categorized as Level III within the fair value hierarchy and were determined using independent pricing services. Management estimates that the carrying value of the Company’s other financial instruments approximated their fair values as of September 30, 2022. Loans Sold to CLOs Managed by the Company From time to time the Company may sell loans to CLOs managed by the Company. These loans are purchased by the Company in the open market and simultaneously sold for cash to the CLOs. The loans are accounted for as transfers of financial assets as they meet the criteria for derecognition under U.S. GAAP. No loans were sold in each of the nine months ended September 30, 2022 and 2021. The Company invests in senior secured and subordinated notes issued by certain CLOs to which it sold loans in the past. These investments represent retained interests to the Company and are in the form of a 5% vertical strip (i.e., 5% of each of the senior and subordinated tranches of notes issued by each CLO). The retained interests are reported within investments on the Company’s consolidated balance sheet. As of September 30, 2022 and December 31, 2021, the Company’s investments in these retained interests had a fair value of $74.6 million and $87.9 million, respectively. The Company is subject to risks associated with the performance of the underlying collateral and the market yield of the assets. The Company’s risk of loss from retained interest is limited to its investments in these interests. The Company receives quarterly payments of interest and principal, as applicable, on these retained interests. For the nine months ended September 30, 2022 and 2021, the Company received $2.0 million and $2.1 million, respectively, of interest and principal payments related to the retained interests. The Company uses independent pricing services to value its investments in the CLOs, including the retained interests, and therefore the only key assumption is the price provided by such service. A corresponding adverse change of 10% or 20% on price would have a corresponding impact on the fair value of the Company’s investments in CLOs. |