| Members' Equity | Note 18. Members' Equity General Pursuant to the terms of the Fifth Operating Agreement, the Company may issue up to 400,000,000 shares, 350,000,000 of which shares are currently designated as Class A, C, I, P-A, P-D, P-S, P-T, P-I shares and Earnout Shares (collectively, common shares), and 50,000,000 are designated as preferred shares. Except as described below, each class of common shares will have the same voting rights and rights to participate in distributions payable by the Company. In connection with the Acquisition, the Company issued 13,071,153 newly designated Earnout Shares to Group LLC pursuant to a certificate of share designation of Class EO common shares of the Company (the “Certificate of Designation”). Earnout Shares are divided into three separate series, designated as “Tranche 1 Earnout Shares,” “Tranche 2 Earnout Shares,” and “Tranche 3 Earnout Shares,” and are comprised of 4,357,051 Tranche 1 Earnout Shares, 4,357,051 Tranche 2 Earnout Shares, and 4,357,051 Tranche 3 Earnout Shares. Each separate series of Earnout Shares initially do not have the right to participate in any distributions paid by the Company. However, upon the achievement of separate benchmark targets applicable to each series in accordance with the terms of the Certificate of Designation, or upon the occurrence of certain liquidity events, each series of Earnout Shares can become “Participating Earnout Shares” and will become entitled to priority allocations of profits and increases in value from the Company, and will (i) have equivalent economic and other rights as the Class P-I shares of the Company, (ii) vote together as a single class with the Class P-I shares on all matters submitted to holders of Class P-I shares generally, (iii) not have separate voting rights on any matters (other than amendments to the terms of the Participating Earnout Shares that affect such Participating Earnout Shares adversely and in a manner that is different from the terms of the Class P-I shares), and (iv) have the right to participate in all distributions payable by the Company, as if they were, and on a pari passu basis with, the Class P-I shares for all purposes set forth in the Fifth Operating Agreement. Prior to the satisfaction of these targets, Earnout Shares will not be entitled to (x) vote with other shares on matters submitted to the holders of shares generally or (y) receive any distributions made to any other holders of shares (and will not be entitled to any accrual of distributions prior to achieving the targets described in the Certificate of Designation). As of September 30, 2023, certain Earnout Shares have earned participating status as discussed in Earnout Shares below. In connection with the Acquisition, Group LLC received consideration of 24,393,025 Class P-I shares and 13,071,153 Earnout Shares. Holders of the Class P-I shares or Earnout Shares issued pursuant to the Contribution Agreement will not be permitted to sell or transfer the Class P-I shares or Earnout Shares for twelve months after the closing date of the Acquisition. The Fifth Operating Agreement authorizes the Company's Board of Directors, without approval of any of the members, to increase the number of shares the Company is authorized to issue and to classify and reclassify any authorized but unissued class or series of shares into any other class or series of shares having such designations, preferences, right, power and duties as may be specified by the Company's Board of Directors. The Fifth Operating Agreement also authorizes the Company's Board of Directors, without approval of any of the members, to issue additional shares of any class or series for the consideration and on the terms and conditions established by the Company's Board of Directors. In addition, the Company may also issue additional limited liability company interests that have designations, preferences, right, powers and duties that are different from, and may be senior to, those applicable to the common shares. Distribution Reinvestment Plan The Company adopted a DRP through which the Company’s Class A, C and I shareholders could elect to purchase additional shares with distributions from the Company rather than receiving the cash distributions. The DRP was amended as of February 1, 2021 to include all share classes. Shares issued pursuant to the DRP will have the same voting rights as shares offered pursuant to the Company's prior public and private offerings. As of April 17, 2023, pursuant to the Company's Post-Effective Amendment No. 1 to Form S-3 on Form S-1 (File No. 333-251021), it is offering up to $20.0 million in Class A, C and I shares to its existing Class A, C, and I shareholders pursuant to the DRP. No dealer manager fees, selling commissions or other sales charges will be paid with respect to shares issued pursuant to the DRP except for distribution fees on Class C, P-S and P-T shares. At its discretion, the Board of Directors may amend, suspend or terminate the DRP. The Board of Directors may also modify or waive the terms of the DRP with respect to certain or all shareholders, in its discretion, to be in the best interests of the Company. A participant may terminate participation in the DRP by written notice to the plan administrator, received by the plan administrator at least 10 days prior to the distribution payment date. As of September 30, 2023, the Company issued 3,156,928 Class A shares, 569,856 Class C shares, 1,562,585 Class I shares, 74,369 Class P-A shares, 2,480,716 Class P-I shares, 3,360 Class P-D shares, 1,447,403 Class P-S shares, and 12,730 Class P-T shares for a total of 9,307,947 aggregate shares issued under the DRP. As of December 31, 2022, the Company issued 2,854,508 Class A shares, 501,816 Class C shares, 1,387,945 Class I shares, 48,899 Class P-A shares, 1,592,476 Class P-I shares, 2,380 Class P-D shares, 938,083 Class P-S shares, and 8,190 Class P-T shares for a total of 7,334,297 aggregate shares issued under the DRP. Share Repurchase Program The Company, through approval by its Board of Directors, adopted a SRP, pursuant to which the Company would conduct quarterly share repurchases to allow members to sell all or a portion of their shares (of any class) back to the Company at a price equal to the then current monthly share value for that class of shares. The SRP includes numerous restrictions that will limit a shareholder’s ability to sell shares. At the sole discretion of the Board of Directors, the Company may also use cash on hand (including the proceeds from the issuance of new shares), cash available from borrowings or other external financing sources and cash from liquidation of investments to repurchase shares. A shareholders’ right to purchase is subject to the availability of funds and the other provisions of the SRP. Additionally, a shareholder must hold his or her shares for a minimum of one year before he or she can participate in the SRP, subject to any of the following special circumstances: (i) the written request of the estate, heir or beneficiary or a deceased shareholder; (ii) a qualifying disability of the shareholder for a non-temporary period of time provided that the condition causing the qualifying disability was not pre-existing on the date that the shareholder became a shareholder; (iii) a determination of incompetence of the shareholder by a state or federal court located in the United States; or (iv) as determined by the Board of Directors, in their discretion, to be in the interests of the Company. If a member has made more than one purchase of shares, the one-year holding period will be calculated separately with respect to each purchase. The quarterly share repurchases limits for the Company’s SRP are set forth below. Quarter Ending Share Repurchase Limit(s) September 30, 2021, and each quarter thereafter During any 12-month period, 20.00% of the weighted average number of outstanding shares During any fiscal quarter, 5.00% of the weighted average number of shares outstanding in the prior four fiscal quarters The Company may repurchase fewer shares than have been requested in any particular quarter to be repurchased under the SRP, or none at all, in its discretion at any time. Further, the Board of Directors may modify, suspend or terminate the SRP if it deems such action to be in the best interest of the Company and its shareholders or in response to regulatory changes or changes in law. On September 23, 2023, the Board of Directors approved the suspension of the SRP effective immediately, except for repurchase requests made in connection with the death, qualifying disability or determination of incompetence of a shareholder. As a result of the suspension of the SRP, the Company will not accept or otherwise process any additional repurchase requests (except as noted above) until such time, if any, as the Board of Directors affirmatively authorizes the recommencement of the SRP. However, the Company can make no assurances as to whether this will happen, or the timing or terms of any recommencement. The Company has delayed the payment with respect to the shares repurchased by the Company for the second quarter and currently expects to distribute related proceeds in the fourth quarter of 2023. As of September 30, 2023, the Company recorded $32.6 million of redemptions payable related to the delayed payment on the Consolidated Balance Sheets. The Company will also pay an additional supplemental payment to these redeeming shareholders based on the amount of distributions that the redeeming shareholders would have received from July 1, 2023 through the final date on which the shares are paid, had the Company not repurchased the shares. During the three months ended September 30, 2023, the Company recorded $0.5 million related to this supplemental payment to Interest expense, net on the Consolidated Statements of Operations. The Company has received an order for the SRP from the SEC under Rule 102(a) of Regulation M under the Exchange Act. In addition, the SRP is substantially similar to repurchase programs for which the SEC has stated it will not recommend enforcement action under Rule 13e-4 and Regulation 14E under the Exchange Act. Liquidation Performance Unit In connection with the Acquisition, the Company issued a new Liquidation Performance Unit (the “LPU”) to the LPU Holder to replace the Special Unit previously issued to GCM. The Special Unit was contributed in connection with and immediately prior to the Acquisition from Group LLC, and therefore, was cancelled and terminated. The LPU Holder was formed on May 19, 2022 with the sole purpose of holding the LPU and is a wholly owned subsidiary of Group LLC. Upon an initial public offering of GREC (the “Listing”) or the liquidation of the Company, LPU Holder shall be entitled to the Liquidation Performance Participation Distribution, the value and character of which is determined as follows: a. if the Liquidation Performance Participation Distribution is payable as a result of a liquidation, the Liquidation Performance Participation Distribution will equal 20.00% of the net proceeds from the liquidation remaining after the other members of the Company have received their share of net proceeds; or b. if the Liquidation Performance Participation Distribution is payable as a result of a Listing, the Liquidation Performance Participation Distribution will equal 20.00% of any premium the Company receives from the Listing. Additionally, the Liquidation Performance Participation Distribution shall be payable by converting the LPU into a number of newly issued Class P-I shares equal to the Liquidation Performance Participation Distribution divided by the Class P-I share value as of the first month end following the 30th trading day Since none of the events that would trigger the Liquidation Performance Participation Distribution was considered probable to occur, no liability was recognized related to the LPU as of September 30, 2023. Additionally, certain employees of the Company received profits interest units from the LPU Holder in exchange for employment services. Since LPU Holder does not have any other operations or assets, the distribution an employee grantee shall receive from these profits interest units is the equivalent of the Liquidation Performance Participation Distribution the Company shall make to the LPU Holder. The Company has determined that the profits interest units do not represent a substantive class of the Company’s equity, and therefore, shall account for the potential distribution to employees as a payable in accordance with ASC Topic 710, Compensation—General. Since none of the events that would trigger the distribution was considered probable to occur, no liability was recognized as of September 30, 2023, and no compensation expense was recognized for the nine months ended September 30, 2023. Earnout Shares On May 19, 2022, the Company completed a management internalization transaction pursuant to which it acquired substantially all of the business and assets including intellectual property and personnel of its external advisor, GCM, Greenbacker Administration and GDEV GP (collectively, the “Acquired Entities”). The Acquisition was implemented under the terms of the Contribution Agreement, dated as of May 19, 2022, by and between the Company and GCM's former parent, Group LLC, a subsequent contribution agreement between the Company and GREC pursuant to which all the acquired businesses and assets were immediately contributed by the Company to GREC, and certain related agreements. In connection with the Acquisition, Group LLC received consideration of 24,365,133 Class P-I common shares, par value $0.001 per share (the “Class P-I shares”) and 13,071,153 of a newly created class of common shares of the Company designated as the Earnout Shares, par value $0.001 per share. In December 2022, the consideration was finalized, and 27,892 additional Class P-I shares were issued to Group LLC. The Earnout Shares are divided into three separate series, designated as “Tranche 1 Earnout Shares,” “Tranche 2 Earnout Shares,” and “Tranche 3 Earnout Shares.” The Earnout Shares are comprised of 4,357,051 Tranche 1 Earnout Shares, 4,357,051 Tranche 2 Earnout Shares, and 4,357,051 Tranche 3 Earnout Shares (consisting of 378,874 Class A Tranche 3 Earnout Shares and 3,978,177 Class B Tranche 3 Earnout Shares). All of the Earnout Shares except for the Class B Tranche 3 Earnout Shares were considered purchase consideration in the Acquisition. Each separate series of Earnout Shares initially do not have the right to participate in any distributions payable by the Company. However, upon the achievement of separate benchmark quarter-end run-rate revenue targets applicable to each series, or upon the occurrence of certain liquidity events, each series of Earnout Shares can become “Participating Earnout Shares.” The run-rate revenue of the Company or GREC (the “Run Rate Revenue”) upon which the benchmark targets are based is determined primarily by the calculation of third-party management fee revenue during each quarter and additional capital raised from the closing of the Acquisition through December 31, 2025 (as may be extended to December 31, 2026 upon the achievement of certain Run Rate Revenue targets). The Earnout Shares may become Participating Earnout Shares as follows: (i) if the Run Rate Revenue during any calendar quarter exceeds $8.3 million but is less than $12.5 million, 2,904,410 of the Tranche 1 Earnout Shares will automatically achieve the status of Participating Earnout Shares, with the balance of such Tranche 1 Earnout Shares becoming Participating Earnout Shares ratably up to $12.5 million of Run Rate Revenue, and if the Run Rate Revenue during any calendar quarter equals or exceeds $12.5 million, 100% of the Tranche 1 Earnout shares will automatically achieve the status of Participating Earnout Shares; (ii) if the Run Rate Revenue during any calendar quarter exceeds $16.7 million but is less than $25.0 million, 2,904,410 of the Tranche 2 Earnout Shares will automatically achieve the status of Participating Earnout Shares, with the balance of such Tranche 2 Earnout Shares becoming Participating Earnout Shares ratably up to $25.0 million of Run Rate Revenue, and if the Run Rate Revenue during any calendar quarter equals or exceeds $25.0 million, 100% of the Tranche 2 Earnout shares will automatically achieve the status of Participating Earnout Shares; and (iii) if the Run Rate Revenue during any calendar quarter exceeds $25.0 million but is less than $37.5 million, the Class A Tranche 3 Earnout Shares and 2,525,827 of the Class B Tranche 3 Earnout Shares will automatically achieve the status of Participating Earnout Shares, with the balance of such Class B Tranche 3 Earnout Shares becoming Participating Earnout Shares ratably up to $37.5 million of Run Rate Revenue, and if the Run Rate Revenue during any calendar quarter equals or exceeds $37.5 million, 100% of the Tranche 3 Earnout shares will automatically achieve the status of Participating Earnout Shares. Upon achieving Participating Earnout Share status, such Earnout Shares will become entitled to priority allocations of profits and increases in value from the Company, and will (i) have equivalent economic and other rights as the Class P-I shares of the Company, (ii) vote together as a single class with the Class P-I shares on all matters submitted to holders of Class P-I shares generally, (iii) not have separate voting rights on any matters (other than amendments to the terms of the Participating Earnout Shares that affect such Participating Earnout Shares adversely and in a manner that is different from the terms of the Class P-I shares), and (iv) have the right to participate in all distributions payable by the Company, as if they were, and on a pari passu basis with, the Class P-I shares, subject to, with respect to (i) and (iv), the allocation of sufficient amounts to the Earnout Shares. At its election, a holder may convert its Participating Earnout Shares into Class P-I shares after the holder’s Earnout Shares have been allocated sufficient profits or increases of value from the Company. The Earnout Shares included in purchase consideration are classified as contingent consideration liabilities and are subject to recurring fair value measurements until they reach the status of Participating Earnout Shares. As of September 30, 2023, the Run Rate Revenue exceeded $8.3 million but was less than $12,500,000. Accordingly, a total of 228,530 and 3,488,140 Tranche 1 Earnout Shares with a fair value of $2.0 million and $30.8 million achieved the status of Participating Earnout Shares for the three and nine months ended September 30, 2023, respectively, which was reclassified from Contingent consideration to Common stock, par value, and Additional paid-in capital, as well as Redeemable common shares, par value and Redeemable common shares, additional paid-in capital on the Consolidated Balance Sheets. As of September 30, 2023 and December 31, 2022, the fair value of the Earnout Shares that had not yet achieved the status of Participating Earnout Shares was $40.8 million and $75.7 million, respectively. The change in fair value of the contingent consideration is included in General and administrative expenses on the Consolidated Statements of Operations. The following table is a summary of the shares issued, participating and repurchased during the period and outstanding as of September 30, 2023: Class A Class C Class I Class P-A Class P-I Class P-D Class P-S Class P-T Class EO (1) Total Shares outstanding as of December 31, 2022 16,140,997 2,672,994 6,403,191 814,900 125,313,984 191,573 46,261,457 245,314 — 198,044,410 Shares issued through reinvestment of distributions during the period 101,010 22,320 57,590 8,270 297,870 320 167,310 1,470 — 656,160 Shares repurchased during the period (167,700) (40,960) (41,780) — (951,730) — (635,190) — — (1,837,360) Shares transferred during the period — — — — 11,170 — (11,100) — — 70 Other capital activity — — — — 5,540 — — — — 5,540 Shares outstanding as of March 31, 2023 16,074,307 2,654,354 6,419,001 823,170 124,676,834 191,893 45,782,477 246,784 — 196,868,820 Shares issued through reinvestment of distributions during the period 99,990 22,450 57,670 8,470 295,150 330 169,250 1,510 — 654,820 Shares repurchased during the period (514,610) (16,350) (59,690) — (1,766,010) — (1,512,800) (2,630) — (3,872,090) Other capital activity — — — — 5,530 — — — 3,259,610 3,265,140 Shares outstanding as of June 30, 2023 15,659,687 2,660,454 6,416,981 831,640 123,211,504 192,223 44,438,927 245,664 3,259,610 196,916,690 Shares issued through reinvestment of distributions during the period 101,420 23,270 59,380 8,730 295,220 330 172,760 1,560 — 662,670 Shares repurchased during the period (25,340) (2,600) (3,980) — (14,050) — — — — (45,970) Other capital activity — — — — 5,520 — — — 228,530 234,050 Shares outstanding as of September 30, 2023 15,735,767 2,681,124 6,472,381 840,370 123,498,194 192,553 44,611,687 247,224 3,488,140 197,767,440 (1) Class EO Other capital activity relates to shares that achieved participating earnout share status as discussed in Earnout Shares above. As of September 30, 2023, none of the Company’s preferred shares were issued and outstanding. Distributions On the last business day of each month, with the authorization of the board of directors of the Company (the “Board of Directors”), the Company declares distributions on each outstanding Class A, C, I, P-A, P-I, P-D, P-T, P-S shares and Earnout Shares. These distributions are calculated based on shareholders of record for each day in amounts equal to that exhibited in the table below based upon distribution period and class of share. Class of Share Distribution Period A C I P-A P-I P-D P-T P-S EO 1-Nov-15 31-Jan-16 $ 0.00165 $ 0.00165 $ 0.00165 $ — $ — $ — $ — $ — $ — 1-Feb-16 30-Apr-16 $ 0.00166 $ 0.00166 $ 0.00166 $ — $ — $ — $ — $ — $ — 1-May-16 31-Jul-16 $ 0.00166 $ 0.00166 $ 0.00166 $ 0.00158 $ 0.00158 $ — $ — $ — $ — 1-Aug-16 31-Oct-16 $ 0.00168 $ 0.00168 $ 0.00168 $ 0.00160 $ 0.00160 $ — $ — $ — $ — 1-Nov-16 31-Jan-17 $ 0.00169 $ 0.00164 $ 0.00169 $ 0.00160 $ 0.00160 $ — $ — $ — $ — 1-Feb-17 30-Apr-17 $ 0.00168 $ 0.00164 $ 0.00168 $ 0.00160 $ 0.00160 $ — $ — $ — $ — 1-May-17 31-Jul-17 $ 0.00167 $ 0.00163 $ 0.00167 $ 0.00160 $ 0.00158 $ — $ — $ — $ — 1-Aug-17 31-Oct-17 $ 0.00167 $ 0.00163 $ 0.00167 $ — $ 0.00159 $ — $ — $ — $ — 1-Nov-17 31-Oct-18 $ 0.00167 $ 0.00163 $ 0.00167 $ — $ 0.00158 $ — $ — $ — $ — 1-Nov-18 30-Apr-20 $ 0.00167 $ 0.00163 $ 0.00167 $ 0.00165 $ 0.00158 $ — $ — $ — $ — 1-May-20 30-Nov-20 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00153 $ 0.00158 $ — $ — $ — $ — 1-Dec-20 30-Jun-23 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00152 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158 $ — 1-Jul-23 30-Sep-23 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00152 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158 On the last business day of each month, with the authorization of the Company’s Board of Directors, the Company declares distributions on each outstanding Class A, C, I, P-A, P-I, P-D, P-T, P-S shares and Earnout Shares. The following table reflects the distributions declared during the nine months ended September 30, 2023: Pay Date Paid in Value of Total February 1, 2023 $ 7,385,833 $ 1,975,364 $ 9,361,197 March 1, 2023 6,678,931 1,776,832 8,455,763 March 31, 2023 7,420,114 1,942,196 9,362,310 May 1, 2023 7,114,291 1,888,056 9,002,347 June 1, 2023 7,373,263 1,933,639 9,306,902 July 3, 2023 7,144,663 1,871,338 9,016,001 August 1, 2023 7,232,490 1,926,332 9,158,822 September 1, 2023 7,225,557 1,935,326 9,160,883 October 2, 2023 7,003,135 1,872,347 8,875,482 Total $ 64,578,277 $ 17,121,430 $ 81,699,707 The following table reflects the distributions declared during the period from May 19, 2022 through September 30, 2022: Pay Date Paid in Value of Total June 1, 2022 $ 6,954,111 $ 2,020,049 $ 8,974,160 July 1, 2022 7,344,811 1,889,655 9,234,466 August 1, 2022 7,570,118 1,955,461 9,525,579 September 1, 2022 7,564,952 1,973,079 9,538,031 October 3, 2022 7,312,905 1,922,613 9,235,518 Total $ 36,746,897 $ 9,760,857 $ 46,507,754 All distributions paid for the nine months ended September 30, 2023 and the period from May 19, 2022 through September 30, 2022 are expected to be reported as a return of capital to members for tax reporting purposes. Cash distributions for the nine months ended September 30, 2023 were funded from cash on hand and other external financing sources. The Company expects to continue to fund distributions from a combination of cash on hand, cash from operations as well as other external financing sources. Due to the Company’s change in acquisition strategy to include a greater number of pre-operational assets that are not yet generating cash from operations, a significant amount of distributions will continue to be funded from other external financing sources until such projects become operational. Management fee and incentive fee revenue from our IM segment will also be utilized as a source of capital to fund distributions as this portion of our business grows. Beginning July 1, 2023, the Company authorized and declared distributions for Earnout Shares in cash. General Pursuant to the terms of the Operating Agreement, the LLC may issue up to 400,000,000 shares, of which 350,000,000 shares are currently designated as Class A, C, I, P-A, P-D, P-S, P-T and P-I shares (collectively, common shares), and 50,000,000 are designated as preferred shares and one special unit. Each class of common shares has the same voting rights. Class P-A shares were not offered for sale from March 29, 2019 through October 17, 2020, but were reinstated as of October 18, 2020, along with the commencement of three new share classes: P-D, P-T and P-S. The following table is a summary of the shares issued and repurchased during the period and outstanding as of May 18, 2022: Shares Outstanding as of December 31, Shares Shares Shares Shares Outstanding as of May 18, Class A shares 16,580,558 — 137,884 (91,469) 16,626,973 Class C shares 2,741,963 — 31,007 (6,210) 2,766,760 Class I shares 6,449,493 — 77,618 (82,049) 6,445,062 Class P-A shares 783,593 — 10,600 — 794,193 Class P-I shares 92,069,013 11,211,603 370,820 (317,209) 103,334,227 Class P-D shares 198,548 — 400 — 198,948 Class P-S shares 46,324,757 713,196 233,094 (223,209) 47,047,838 Class P-T shares 239,594 — 1,853 — 241,447 Total 165,387,519 11,924,799 863,276 (720,146) 177,455,448 The proceeds from shares sold and the value of shares issued through the reinvestment of distributions for each class of shares for the period from January 1, 2022 through May 18, 2022 were as follows: Class A Class C Class I Class P-A Class P-I Class P-D Class P-S Class P-T Total For the period from January 1, 2022 through May 18, 2022: Proceeds from Shares Sold $ — $ — $ — $ — $ 98,650,613 $ — $ 6,300,999 $ — $ 104,951,612 Proceeds from Shares Issued through Reinvestment of Distributions $ 1,148,176 $ 252,049 $ 646,222 $ 91,397 $ 3,262,904 $ 3,540 $ 2,065,980 $ 16,464 $ 7,486,732 Distribution Reinvestment Plan The LLC adopted a DRP through which the LLC’s Class A, C and I shareholders may elect to have the full amount of cash distributions reinvested in additional shares rather than receiving the cash distributions. The DRP was amended as of February 1, 2021 to include all share classes. Shares issued pursuant to the DRP will have the same voting rights as shares offered pursuant to the LLC’s prior public and current private offerings. As of November 30, 2020, pursuant to the LLC’s Registration Statement on Form S-3D (File No. 333-251021), the LLC was offering up to $20.0 million in Class A, C and I shares to our existing shareholders pursuant to the DRP. No dealer manager fees, selling commissions or other sales charges will be paid with respect to shares issued pursuant to the DRP except for distribution fees on Class C, P-S and P-T shares. At its discretion, the Board of Directors may amend, suspend or terminate the DRP. The Board of Directors may also modify or waive the terms of the DRP with respect to certain or all shareholders, in its discretion, to be in the best interests of the LLC. A participant may terminate participation in the DRP by written notice to the plan administrator, received by the plan administrator at least 10 days prior to the distribution payment date. As of May 18, 2022, the LLC issued 2,576,038 Class A shares, 440,664 Class C shares, 1,230,403 Class I shares, 27,032 Class P-A shares, 782,189 Class P-I shares, 1,543 Class P-D shares, 482,055 Class P-S shares and 4,323 Class P-T shares for a total of 5,544,247 aggregate shares issued under the DRP. Share Repurchase Program The LLC offers the SRP pursuant to which quarterly share repurchases will be conducted to allow members to sell shares back to the LLC at a price equal to the then current offering price less the selling commissions and dealer manager fees associated with that class of shares. The SRP includes numerous restrictions that will limit a shareholder’s ability to sell shares. At the sole discretion of the Board of Directors, the LLC may also use cash on hand (including the proceeds from the issuance of new shares), cash available from borrowings and cash from liquidation of investments to repurchase shares. A shareholders’ right to purchase is subject to the availability of funds and the other provisions of the SRP. Additionally, a member must hold his or her shares for a minimum of one year before he or she can participate in the SRP, subject to any of the following special circumstances: (i) the written request of the estate, heir or beneficiary or a deceased shareholder; (ii) a qualifying disability of the shareholder for a non-temporary period of time provided that the condition causing the qualifying disability was not pre-existing on the date that the shareholder became a shareholder; (iii) a determination of incompetence of the shareholder by a state or federal court located in the United States; or (iv) as determined by the Board of Directors, in their discretion, to be in the interests of the LLC. If a member has made more than one purchase of shares, the one-year holding period will be calculated separately with respect to each purchase. Through September 30, 2020, quarterly share repurchases were conducted to allow up to approximately 5.00% of the weighted average number of outstanding shares in any 12-month period to be repurchased by the LLC. Effective September 1, 2020, the LLC, through approval by its Board of Directors, adopted an amended SRP, pursuant to which the LLC will conduct quarterly share repurchases to allow members to sell all or a portion of their shares (of any class) back to the LLC. The quarterly share repurchase limits for the LLC's new SRP are set forth below. Quarter Ending Share Repurchase Limit(s) December 31, 2020 During such fiscal quarter, 1.88% of the weighted average number of shares outstanding in the prior four fiscal quarters March 31, 2021 During such fiscal quarter, 2.50% of the weighted average number of shares outstanding in the prior four fiscal quarters June 30, 2021 During such fiscal quarter, 3.75% of the weighted average number of shares outstanding in the prior four fiscal quarters September 30, 2021, and each quarter thereafter During any 12-month period, 20.00% of the weighted average number of outstanding shares During any fiscal quarter, 5.00% of the weighted average number of shares outstanding in the prior four fiscal quarters The LLC has received an order for the SRP from the SEC under Rule 102(a) of Regulation M under the Exchange Act. In addition, the SRP is substantially similar to repurchase programs for which the SEC has stated it will not recommend enforcement action under Rule 13e-4 and Regulation 14E under the Exchange Act. |
