INVESTMENTS AND FAIR VALUE DISCLOSURES | 4. INVESTMENTS AND FAIR VALUE DISCLOSURES The following table presents the components of the Company’s investments: (dollars in thousands) March 31, December 31, Loans, at amortized cost (includes $207,500 and $207,500 of investments in the Company’s products, respectively) $ 214,038 $ 214,170 Equity investments in the Company’s products, equity method 55,677 51,316 Equity investments in the Company’s products, at fair value 85,682 76,258 Investments in the Company’s CLOs, at fair value 2,377 2,521 Total $ 357,774 $ 344,265 Fair Value Measurements Categorized within the Fair Value Hierarchy 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 products it manages hold a variety of assets and liabilities, 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 assets and liabilities. The fair value of these assets and liabilities 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 assets and liabilities 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 prioritizes the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is impacted by a number of factors, including the type of assets and liabilities and the specific characteristics of the financial assets and liabilities. Financial assets and liabilities 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 assets and liabilities 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 assets or liabilities as of the reporting date. • Level II – 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 market observable as of the measurement date. These financial assets and liabilities exhibit higher levels of liquid market observability as compared to Level III financial assets and liabilities. • Level III – Pricing inputs that are unobservable in the market and includes situations where there is little, if any, market activity for the financial asset or liability. The inputs into the determination of fair value of financial assets and liabilities in this category may require significant management judgment or estimation. The fair value of these financial assets and liabilities may be estimated using a combination of observed transaction prices, independent pricing services, models or other valuation methodologies based on pricing inputs that are neither directly nor indirectly market observable (e.g., cash flows, implied yields). 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 asset or liability’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 asset or liability when the fair value is based on unobservable inputs. The tables below summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023: March 31, 2024 (dollars in thousands) Level I Level II Level III Total Investments, at Fair Value Equity investments in the Company’s products $ — $ 85,682 $ — $ 85,682 CLOs — — 2,377 2,377 Total Assets, at Fair Value $ — $ 85,682 $ 2,377 $ 88,059 Liabilities, at Fair Value TRA liability $ — $ — $ 107,311 $ 107,311 Warrant liability — — 37,300 37,300 Earnout liability — 973 9,646 10,619 Total Liabilities, at Fair Value $ — $ 973 $ 154,257 $ 155,230 December 31, 2023 (dollars in thousands) Level I Level II Level III Total Investments, at Fair Value Equity investments in the Company’s products $ — $ 76,258 $ — $ 76,258 CLOs — — 2,521 2,521 Total Assets, at Fair Value $ — $ 76,258 $ 2,521 $ 78,779 Liabilities, at Fair Value TRA liability $ — $ — $ 116,398 $ 116,398 Warrant liability — — 22,600 22,600 Earnout liability — 790 92,119 92,909 Total Liabilities, at Fair Value $ — $ 790 $ 231,117 $ 231,907 Reconciliation of Fair Value Measurements Categorized within Level III Unrealized gains and losses on the Company’s assets and liabilities carried at fair value on a recurring basis are included within other loss in the consolidated statements of operations. There were no transfers in or out of Level III. The following table sets forth a summary of changes in the fair value of the Level III measurements for the three months ended March 31, 2024 and 2023: (dollars in thousands) Level III Assets Investment in CLOs Three Months Ended March 31, 2024 2023 Beginning balance $ 2,521 $ 2,843 Net losses (144) (165) Ending Balance $ 2,377 $ 2,678 Change in net unrealized losses on assets still recognized at the reporting date $ (144) $ (165) Three Months Ended March 31, 2024 Level III Liabilities (dollars in thousands) TRA Liability Warrant Liability Earnout Liability Total Beginning balance $ 116,398 $ 22,600 $ 92,119 $ 231,117 Settlements (8,551) — (82,875) (91,426) Net (gains) losses (536) 14,700 402 14,566 Ending Balance $ 107,311 $ 37,300 $ 9,646 $ 154,257 Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ (536) $ 14,700 $ 402 $ 14,566 Three Months Ended March 31, 2023 Level III Liabilities (dollars in thousands) TRA Liability Warrant Liability Earnout Liability Total Beginning balance $ 120,587 $ 8,550 $ 172,070 $ 301,207 Settlements — — (81,250) (81,250) Net losses 2,364 1,950 994 5,308 Ending Balance $ 122,951 $ 10,500 $ 91,814 $ 225,265 Change in net unrealized losses on liabilities still recognized at the reporting date $ 2,364 $ 1,950 $ 994 $ 5,308 Valuation Methodologies for Fair Value Measurements Categorized within Levels II and III Equity Investments in the Company’s Products The fair value of equity investments in the Company’s products is determined based on the published net asset value of these investments, as such values are the price at which contributions and redemptions are effectuated on a monthly basis. These investments are generally classified as Level II. The remaining balance is generally redeemable on a monthly basis at the Company’s option. CLOs The fair value of CLOs are determined based on inputs from independent pricing services. These investments are classified as Level III. The Company obtains prices from independent pricing services that utilize discounted cash flows, which take into account unobservable significant inputs, such as yield, prepayments and credit quality. TRA Liability The TRA related to the Dyal Acquisition is considered contingent consideration and is measured at fair value based on discounted future cash flows. The remaining TRA liability on the Company’s consolidated statements of financial condition is not measured at fair value. Warrant Liability The Company uses a Monte Carlo simulation model to value the Private Placement Warrants. The Company estimates the volatility of its Class A Shares based on the volatility implied by our peer group. The risk-free interest rate is based on U.S. Treasuries for a maturity similar to the expected remaining life of the warrants. The expected term of the warrants is assumed to be equivalent to their remaining contractual term. Earnout Liability As of March 31, 2024, the earnout liability was comprised of the Wellfleet Earnouts. As of December 31, 2023, the earnout liability was comprised of the Oak Street Cash Earnout and the Wellfleet Earnouts, each of which were deemed to be contingent consideration on the Oak Street Acquisition and Wellfleet Acquisition, respectively. The fair value of the Oak Street Cash Earnout was determined using a discounted cash flow model as of December 31, 2023. The fair value of the Wellfleet Earnouts, which are primarily comprised of future contingent cash payments, was determined using a discounted cash flow model. Quantitative Inputs and Assumptions for Fair Value Measurements Categorized within Level III The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of March 31, 2024: (dollars in thousands) Fair Value Valuation Technique Significant Unobservable Inputs Range Weighted Average Impact to Valuation from an Increase in Input Assets CLOs $ 2,377 Discounted cash flow Yield 13 % - 17% 15 % Decrease Liabilities TRA liability $ 107,311 Discounted cash flow Discount Rate 12 % - 12% 12 % Decrease Warrant liability 37,300 Monte Carlo Simulation Volatility 27 % - 27% 27 % Increase Earnout liability: Wellfleet Earnouts 9,646 Discounted cash flow Discount Rate 6 % - 6% 6 % Decrease Total Liabilities, at Fair Value $ 154,257 The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of December 31, 2023: (dollars in thousands) Fair Value Valuation Technique Significant Unobservable Inputs Range Weighted Average Impact to Valuation from an Increase in Input Assets CLOs $ 2,521 Discounted cash flow Yield 15 % - 19% 17 % Decrease Liabilities TRA liability $ 116,398 Discounted cash flow Discount Rate 11 % - 11% 11 % Decrease Warrant liability 22,600 Monte Carlo Simulation Volatility 31 % - 31% 31 % Increase Earnout liability: Oak Street Earnouts 82,875 Discounted cash flow Discount Rate 16 % - 16% 16 % Decrease - Wellfleet Earnouts 9,244 Discounted cash flow Discount Rate 6 % - 6% 6 % Decrease 92,119 Total Liabilities, at Fair Value $ 231,117 Fair Value of Other Financial Instruments As of March 31, 2024, the fair value of the Company’s debt obligations was approximately $1.8 billion compared to a carrying value of $2.1 billion, of which $1.2 billion of the fair value would have been categorized as Level II within the fair value hierarchy and the remainder as Level III. As of December 31, 2023, the fair value of the Company’s debt obligations was approximately $1.4 billion compared to a carrying value of $1.7 billion, of which $1.2 billion of the fair value would have been categorized as Level II within the fair value hierarchy and the remainder as Level III. Management estimates that the carrying value of the Company’s other financial instruments, which are not carried at fair value, approximated their fair values as of March 31, 2024 and December 31, 2023, respectively, and such fair value measurements are categorized as Level III within the fair value hierarchy. |