N-2 | 12 Months Ended |
Dec. 31, 2022 |
Cover [Abstract] | |
Entity Central Index Key | 0001832148 |
Amendment Flag | false |
Securities Act File Number | 000-56247 |
Document Type | 10-K |
Entity Registrant Name | SLR HC BDC LLC |
Entity Address, Address Line One | 500 Park Avenue |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10022 |
City Area Code | 212 |
Local Phone Number | 993-1670 |
Entity Well-known Seasoned Issuer | No |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
General Description of Registrant [Abstract] | |
Risk Factors [Table Text Block] | Item 1A. Risk Factors. SUMMARY RISK FACTORS General Risks Related to Investment Strategy • The Company intends to make investments in the healthcare and life science industries, which involve substantial risks. • The success of the Company’s investments will depend on the successful implementation of its investment strategy and the healthcare industry generally. • Various segments of the life sciences industry are (or may become) (i) highly regulated, (ii) subject to frequent regulatory change and (iii) dependent upon various government or private insurance reimbursement programs. • The Company could be subject to the risks associated with investments in senior secured loans, subordinated loans, Mezzanine Securities (as defined below) and unsecured loans. • The Company’s loans may permit borrowers to prepay, which could affect the yield of the Company’s investments. • The Company may make investments in loans, or securities backed by loans, that are or may be non-performing loans. • The Company’s success will depend, in part, on originating loans on advantageous terms. • Bank loans and corporate loans may not be readily marketable and may be subject to restrictions on resale. • The value of the Company’s investments could be affected by factors affecting the economy and securities markets generally. • Periods of market volatility have occurred and could continue to occur in response to pandemics or other events. • The Adviser will rely on information provided by internal sources and third parties when conducting due diligence. • Fixed and floating rate debt instruments are subject to the risks associated with change in interest rates. • The Company could be subject to the risks associated with investments in smaller and middle market companies. • Most of the Company’s Portfolio Investments at any given time are expected to be illiquid. • Economic sanction laws may prohibit investments in certain countries and with certain individuals and companies. • The Company may choose to waive or defer enforcement of covenants in the debt securities held in its portfolio, which may cause the Company to lose all or part of its investment in these companies. General Risks Related to the Company • There can be no guarantee of returns and Unitholders may lose all of their money by investing in the Company. • Pursuant to the LLC Agreement, Units are not generally transferable and voluntary withdrawal of Units is not allowed. • The Company is subject to management risk because the Adviser actively manages its investment portfolio. • If the professional staff of the Adviser fail to maintain their existing relationships or develop new relationships with other sponsors or sources of investment opportunities, the Company will not be able to grow its investment portfolio. • The Company’s assets are available to satisfy all liabilities and other obligations of the Company. • There is no assurance that the Adviser’s analysis of potential investments will take into consideration all appropriate factors. • The Company could be substantially adversely affected by the unfavorable performance of any single investment. • The Company must meet requirements to maintain its qualification as a RIC. • The Company will include in its income certain amounts that the Company has not yet received in cash. • The Company may distribute taxable dividends that are payable in part in its Units. • It is expected that the majority of the Company’s investments will not have market quotations available. • Securities that the Adviser believes are not valued correctly may not ultimately be valued as projected. • The Adviser may employ financial/analytical models that may not reflect actual results. • The Company and the Adviser may be subject to the risks and costs of regulatory investigations or becoming involved in litigation with third parties. • A Unitholder in default with respect to its unfunded Commitment may experience material adverse effects on its investment. • The Company and/or the Adviser may enter into various indemnification agreements or arrangements with third parties. • Unitholders could be subject to cybersecurity risks associated with electronic databases and communications. Risks Related to RICs and BDCs • The Company intends to distribute to Unitholders substantially all of its ordinary income and capital gain. • No assurance can be given that the Company will be able to maintain qualification as a RIC. • Unitholders will experience the increased risks pertaining to the Company’s use of leverage to partially finance its investments. • A BDC must carry investments at market value or at fair value, as determined in good faith by the Board. • At least 70% of a BDC’s assets must consist of “qualifying assets”. Regulatory Risks Relating to the Company • The Company and its affiliates are substantially limited in their ability to co-invest in • The Company could be precluded from conducting Rule 506 Offerings (as defined below) due to “Bad Actor” restrictions. • The Company could be subject to the risks associated with complying with the Sarbanes-Oxley Act (as defined below). Other Risks Related to Portfolio Investments • The Company could be subject to the risks associated with investments in high yield securities, corporate debt securities, convertible securities, preferred stock, reverse repurchase agreements, and distressed companies. • The Company could be subject to the risks associated with the use of warrants and rights. • The Company could be subject to the risks associated with the elimination of LIBOR. • The Company could be subject to the risks associated with the effect of an economic slowdown on Portfolio Investments. • The Company’s Portfolio Investments will require active monitoring and may, at times, involve participation in business strategy or reorganization proceedings. • The Company could be subject to the risks associated with investments in zero-coupon bonds, deferred • The Company may dispose of its investments through whatever manner it deems to be advisable, including through asset sales, repackaging transactions, securitizations, initial public offerings, strategic transactions and other mergers and acquisitions activity, and/or any combination thereof. Therefore, the disposition of Company investments will be subject to the risks associated with the particular exit strategy utilized. RISK FACTORS The purchase of Units involves a number of significant risks and other important factors relating to investments in BDCs generally, and relating to the strategy and investment objective of the Company in particular. An investment in the Company is a potentially suitable investment only for a sophisticated investor for whom such an investment does not represent a complete investment program and who, in consultation with its investment and tax advisors, fully understands and is capable of assuming the risks of an investment in the Company. The Company holds certain investments and conducts certain activities through investing in wholly-owned SPVs. All references to investments by the Company in this annual report on Form 10-K refer, There can be no assurance that the Company will achieve its investment objective, that the Company will not lose capital, that the Adviser’s judgment will result in profitable investments by the Company or that the Adviser will successfully be able to implement the Company’s investment strategy. An investment in the Company involves investment considerations and risk factors that prospective investors should consider before subscribing. No guarantee or representation is made that the Company’s investments will succeed. Certain of the characteristics and risks of the portfolio instruments and investment, hedging, financing and disposition techniques that the Adviser may utilize in managing the Company are set forth below. This is not intended to be a complete description or enumeration of portfolio instruments, investment, hedging, financing or disposition techniques or risks. The Company’s ability to achieve its investment objective may be affected by, among other things, the factors described below. The Company may also invest in instruments or engage in investment, hedging, financing or disposition techniques other than those described below, including instruments or investment, hedging, financing or disposition techniques that are not in existence as of the date of this annual report on Form 10-K. Consistent The discussion below, to the extent it relates to bankruptcy law or proceedings or to debtors’ and creditors’ rights, is based upon principles of U.S. federal and state laws. Insofar as the Company’s Portfolio Investments, include obligations of non-U.S. issuers, or General Risks Related to Investment Strategy Healthcare and Life Science Industries’ Related Risks favorable. Also, obtaining government approval for new products from governmental agencies can be lengthy, expensive and uncertain, and withdrawal or curtailment of government support could have an adverse impact on the profitability or market price of healthcare and life sciences companies. Furthermore, delays in generating products (as well as more general ongoing capital requirements) may result in the need for companies to seek additional capital, potentially diluting the interest of existing investors, such as the Company (and indirectly, the Unitholders). Investments in Healthcare Companies Sector Risk. Concentration Risk. While investment in multiple opportunities may provide some diversification of investment risk, no assurance can be given that such diversification will occur, or if it does, that it will not reduce, rather than increase, potential net profits. Risks Inherent in Healthcare-Related Assets. Companies in the healthcare sector are subject to extensive government regulation and their profitability can be significantly affected by restrictions on government reimbursement for medical expenses, rising costs of medical products and services, pricing pressure (including price discounting), limited product lines and an increased emphasis on the delivery of healthcare through outpatient services. Companies in the healthcare sector are heavily dependent on obtaining and defending patents, which may be time consuming and costly, and the expiration of patents may also adversely affect the profitability of these companies. Healthcare companies are The Company’s assets will compete in a relatively uncertain political, economic, and regulatory environment, and instability or an overall decline within the healthcare sector will not be balanced by investments in industries not so affected. In addition, many healthcare companies may have substantial and ongoing capital needs for research and development, clinical trials and marketing and may have difficulty obtaining such funding under various market conditions or such capital may be obtained on terms that are not favorable to existing investors. Regulations of Healthcare Industry. Federal and state governments have intensified enforcement policies, resulting in a significant increase in the number of inspections, citations of regulatory deficiencies and other regulatory sanctions, including terminations from the Medicare and Medicaid programs, bans on Medicare and Medicaid payments for new admissions, civil monetary penalties and even criminal penalties. The Company’s investments could be forced to expend considerable resources on responding to an investigation or Senior Secured Loans e.g. Subordinated Loans —Senior Secured Loans Mezzanine Securities relatively high debt-to-equity ratios create Unsecured Loans or Debt Prepayment Risk Investment Modification Risk Collateral Risk Defaults acquisition, non-performing loans. operations. Other non-performing loans may trustee or debtor-in-possession to the Litigation and Related Risks Associated with Origination and Servicing Ability to Originate Loans on Advantageous Terms; Competition and Supply and to co-investors and/or third Risks Relating to Bank Loans and Corporate Loans Investments in Smaller and Middle Market Companies Holders of bank loans, corporate loans and other forms of direct indebtedness depend primarily upon the creditworthiness of the corporate or other borrower for payment of principal and interest. If the Company does not receive scheduled interest or principal payments on such indebtedness, the value of the Company’s investments could be adversely affected. The Company may invest in secured and unsecured bank loans and corporate loans. Bank loans and corporate loans that are fully secured may offer the Company more protection than an unsecured loan in the event of non-payment of scheduled Bank loans usually require, in addition to scheduled payments of interest and principal, the prepayment of the bank loan from free cash flow. The degree to which borrowers prepay bank loans, whether as a contractual requirement or at their election, may be affected by general business conditions, the financial condition of the borrower and competitive conditions among lenders, among others. As such, prepayments cannot be predicted with accuracy. Upon a prepayment, either in part or in full, the actual outstanding debt on which the Company derives interest income will be reduced. The effect of prepayments on the Company’s performance may or may not be mitigated by the receipt of prepayment fees and/or the Company’s reinvestment of prepayments in other bank loans that have similar or identical yields. The Company may purchase “assignments” of bank loans from lenders. The purchaser of an assignment typically succeeds to all the rights and obligations under the loan agreement with the same rights and obligations as the assigning lender. Assignments may, however, be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an assignment may differ from, and be more limited than, those held by the assigning lender. The Company may also invest in “participations” in bank loans. Participations by the Company in a lender’s portion of a bank loan typically will result in the Company having a contractual relationship only with such lender, not with the borrower. As a result, the Company may have the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the participation and only upon receipt by lenders through set-off against the In many cases bank loans and loan participations would not be deemed to be securities for purposes of U.S. federal and/or state securities laws. As a result, an investment in bank loans would not be afforded the same protections as an investment in securities, such as the extensive disclosure requirements under U.S. federal and/or state securities laws, which may adversely impact the Company’s ability to seek recourse in respect of such investments. Similarly, the documentation evidencing bank loans and loan participations will not necessarily be maintained with the Company’s custodian. General Economic and Market Risk Various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Such events, including rising trade tensions between the United States and China, other uncertainties regarding actual and potential shifts in U.S. and foreign, trade, economic and other policies with other countries, the large-scale invasion of Ukraine by Russia that began in February 2022 and resulting sanctions or other restrictive actions that the United States and other countries have imposed against Russia, and the COVID-19 pandemic, Additionally, the Federal Reserve raised the Federal Funds Rate in 2022 and in 2023, and may raise or announce its intention to raise, the Federal Funds Rate further. These developments, along with the United States government’s credit and deficit concerns, global economic uncertainties and market volatility and the impacts of COVID-19, could Continuing market uncertainty may have a significant impact on the business of the Company. Among other things, the level of investment opportunities may decline from the Adviser’s current expectations. One possible consequence is that the Company may take a longer than anticipated period to invest capital and/or the Company may be relatively concentrated in a limited number of investments. Consequently, during this period, the returns (if any) realized by Unitholders may be substantially adversely affected by the unfavorable performance of a small number of these investments. Furthermore, market conditions may unfavorably impact the Company’s ability to secure leverage on terms as favorable as more established borrowers in the market, or to obtain any leverage on commercially favorable terms. To the extent the Company is able to secure financing for investments, increases in interest rates or in the risk spread demanded by financing sources would make the use of leverage more expensive and could limit the Company’s ability to structure and consummate its investments. Although the Adviser believes that recent market dislocations will result in attractive investment opportunities, the Company may not be able to time the acquisition or disposition of its investments correctly, which could result in further depreciation in values. Public Health Crises Risk the COVID-19 pandemic COVID-19 re-introduction COVID-19 COVID-19 COVID-19 re-introduction COVID-19 Despite actions of the U.S. federal government and foreign governments, the uncertainty surrounding the COVID-19 General Credit Risk i.e. e.g. Although most of the Company’s investments will not be rated by any credit rating agency, in some cases, the credit risk of some of the Company’s Portfolio Investments may be broadly gauged by the credit ratings of such Portfolio Investments. However, ratings are only the opinions of the agencies issuing them, may change less quickly than relevant circumstances, are not absolute guarantees of the quality of the rated securities and are subject to downgrade. Credit ratings and ratings agencies have recently been criticized for ratings which did not fully reflect the risks of certain securities or which did not reflect such risks in a timely manner. For most investments, however, the Adviser will rely on its own independent analysis of the credit quality and risks associated with individual securities considered for the Company, rather than relying on ratings agencies or third-party research. Therefore, the Adviser’s capabilities in analyzing credit quality and associated risks will be particularly important (especially since it is currently anticipated that most of the Company’s assets will not be rated by a ratings agency or will be rated below investment grade), and there can be no assurance that the Adviser will be successful in this regard. See also “— High Yield Debt and Unrated Securities General Leverage Risks recourse or non-recourse basis (including Leveraged Companies The use of leverage has the potential to magnify the gains or the losses on investments and to make the Company’s returns more volatile. Moreover, if the Company is required to de-lever as In connection with any leverage utilized by the Company, the Company may secure its obligations with respect thereto with any and all of its assets, including its right to receive capital contributions from the Unitholders, pursuant to a pledge or other security agreement on terms that the Company determines are fair and reasonable to the Company. If the Company were to default on its obligations under such transactions, the counterparty could foreclose on the collateral and take possession of the Company’s assets and/or call capital from the Unitholders for purposes of repaying debt. The terms of any leverage utilized by the Company are likely to impose significant restrictions on the Company’s operations and investment program, including as to the Company’s ability to pay distributions, incur additional leverage and engage in certain transactions. Investments in Smaller and Middle Market Companies Hedging Transactions and Related Risks Due Diligence Risk Interest Rate Risk The prices of long-term debt obligations generally fluctuate more than prices of short-term debt obligations as interest rates change. To the extent the Company invests in longer-term Portfolio Investments, it will be impacted to a greater degree by changes in market interest rates than if the Company invested primarily in short-term debt securities. To the extent the Company borrows money or issues preferred Units to make investments, its net investment income will depend, in part, upon the difference between the rate at which it borrows funds or pays distributions on preferred Units and the rate at which the Company invests those funds. As a result, the Company can offer no assurance that a significant change in market interest rates will not have a material adverse effect on its net investment income in the event the Company uses debt to finance investments. In periods of rising interest rates, such as the current economic period, the Company’s cost of funds will increase because the interest rates on the amounts borrowed under the Company’s credit facilities or certain other financing arrangements will typically be floating, which could reduce the Company’s net investment income to the extent any Portfolio Investments have fixed interest rates, and the interest rate on Portfolio Investments with an interest rate floor (such as a SOFR (as defined below) floor) above then-current levels will not increase until interest rates exceed the applicable minimum interest rate floor. Rising interest rates may also increase the cost of debt for the Portfolio Investments, which could adversely impact the Portfolio Investment’s financial performance and ability to meet ongoing obligations to the Company. The Company expects that its long-term fixed-rate investments will be financed primarily with equity and long-term debt. The Company may use interest rate risk management techniques in an effort to limit its exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. These activities could limit the Company’s ability to participate in the benefits of lower interest rates with respect to the hedged borrowings. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on the Company’s business, financial condition and results of operations. Also, an increase in interest rates available to investors could make an investment in the Company’s Units less attractive if the Company is not able to increase its distribution rate, which could reduce the value of the Company’s Units. Liquidity Risk possess material, non-public information about Inflation/Deflation Risk re-pricing Inflation risk results from the variation in the value of cash flows from a security due to inflation, as measured in terms of purchasing power. The Company is exposed to inflation risk with respect to any fixed rate investments that it makes, if any, because the interest rate the issuer has to pay the Company is fixed for the life of the security. To the extent that interest rates reflect the expected inflation rate, floating rate loans have a lower level of inflation risk. Financial Fraud OFAC, FCPA and Related Considerations In some countries, there is a greater acceptance than in the U.S. of government involvement in commercial activities, and of corruption. The Company may be adversely affected because of its unwillingness to participate in transactions that violate such laws or regulations. Such laws and regulations may make it difficult in certain circumstances for the Company to act successfully on investment opportunities and for Portfolio Investments to obtain or retain business. In recent years, the U.S. Department of Justice and the SEC have devoted greater resources to enforcement of the U.S. Foreign Corrupt Practices Act (the “FCPA”). In addition, the United Kingdom has recently significantly expanded the reach of its anti-bribery laws. Violations of the FCPA or other applicable anti-corruption laws or anti-bribery laws could result in, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect the Company’s ability to achieve its investment objective and/or conduct its operations. Risks Relating to Waivers or Deferrals of Covenants and Covenant-Lite Loans In addition, some of the loans in which the Company may invest may be “covenant-lite” loans. The Company uses the term “covenant-lite” loans to refer generally to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent the Company invests in “covenant-lite” loans, the Company may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants. General Risks Related to the Company Risk of Loss underperforming or non-performing and/or in No Market for Units Management Risk and Reliance on Management The success of the Company is highly dependent on the financial and managerial experience of the Adviser and any consultants or other Service Providers retained by the Company. The success of the Adviser is highly dependent on the financial and managerial experience of the investment professionals, who may not continue to be employed by or associated with the Adviser during the entire term of the Company. In addition, a number of members of the professional staff of the Adviser are investors in other investment vehicles advised by SLR and are actively involved in managing the investment decisions of these investment vehicles, as well as investment decisions of other clients of SLR. Accordingly, the members of the professional staff of the Adviser have demands on their time for the investment, monitoring and other functions of other funds and other clients advised by SLR. In addition, competition in the financial services, private equity and alternative asset management industries for qualified investment professionals is intense. The Adviser’s continued ability to effectively manage the Company’s investments depends on its ability to attract new investment professionals and to retain and motivate its existing investment professionals. Notwithstanding the foregoing, at any time during the Company’s term, the Adviser may assign the full and exclusive authority and responsibility granted to it under the Investment Management Agreement to an investment adviser under common control with the Adviser, subject to applicable law. The Adviser may take any actions that are necessary or incidental to any such assignment, including assigning the Investment Management Agreement or causing the Company to enter into a new Investment Management Agreement. Although it is expected that (x) any new investment adviser would be a registered investment adviser under the Advisers Act, (y) the management fee and incentive fee payable by the Company to such entities would be identical to that payable to the Adviser and (z) certain investment professionals would continue to be responsible for managing the Company’s assets, there is no guarantee that any or all of such characteristics will apply to any such new investment adviser. The Investment Committee may delegate non-investment decisions (including similar non-material transactions involving material non-public information and Referral Relationships with Financial Sponsors Recourse to the Company’s Assets bona fides Unspecified Use of Proceeds Identification of Potential Investment Opportunities Regulatory Risks Relating to the Company Competition; Potential for Insufficient Investment Opportunities Insufficient Capital for Follow-On Investments will make follow-on investments or to make follow-on investments or Concentration of Portfolio Investments types. Such non-diversification would make Third-Party Involvement Leveraged Companies Portfolio Turnover No Assurance of Cash Distributions distributions or year-to-year increases in In certain cases, the Company may recognize income before or without receiving the accompanying cash. Depending on the amount of noncash income, this could result in difficulty satisfying the annual distribution requirement applicable to RICs. Accordingly, the Company may have to sell some Portfolio Investments at times it would not consider advantageous, raise additional debt or equity capital or reduce new investments to meet these distribution requirements. U.S. Dollar Denomination of Units investments in non-U.S. currencies in Forward-Looking Statements Form 10-K. Those Form 10-K. Projections Valuation of Illiquid Assets 2a-5 2a-5. Assets Believed to Be Undervalued or Incorrectly Valued Model Risks Regulatory Investigations or Third-Party Litigation The Company’s investment activities may subject it to the risks and costs of becoming involved in litigation with third parties due to, among other reasons, the fact that different investor groups may have qualitatively different, and frequently conflicting, interests with respect to certain Portfolio Investments. The risk of litigation with third parties will be elevated in situations where an issuer is stressed or distressed. See “— Litigation and Related Risks Associated with Origination and Servicing Risks Associated with Bankruptcy and Insolvency Cases Broad Indemnification The Company is required to indemnify the Adviser and its respective affiliates, each of the former, current and future shareholders, partners, members, other equity holders, officers, directors, employees, managers, trustees, agents and other representatives of the Adviser and its respective affiliates, and other persons set forth in the LLC Agreement as an “Indemnitee” for Claims (as defined in the LLC Agreement) that may accrue to or be incurred by an Indemnitee, in connection with any claim, demand, investigation, suit, proceeding or action in which an Indemnitee may become involved, as a party or otherwise, or with which an Indemnitee may be threatened, relating to or arising out of the investments or other activities of the Company, activities undertaken in connection with the Company, or otherwise relating to or arising out of the LLC Agreement or the Subscription Agreement, and otherwise as provided in the LLC Agreement or the Subscription Agreement. Such Claims may be material and have an adverse effect on the returns to the Unitholders. The Company may also provide broad indemnities, representations, warranties and covenants in connection with the acquisition, management and disposition of Portfolio Investments or otherwise in connection with the Company’s investment program. Any indemnification obligations of the Company would be payable from the assets of the Company, including the unfunded Commitments of the Unitholders, and would adversely affect the Company’s returns. Adverse Consequences of Default Upon the default of a Unitholder, the Company may deliver an amended funding notice to the non-defaulting Unitholders increasing The Board may require a defaulting Unitholder to contribute the entirety of its remaining Commitment to the Company. For any such Unitholder, the return on its Company investment may be materially lower than returns to Unitholders who do not pre-fund their Commitments. Distributions in Kind Risks Related to the Russian Invasion of Ukraine pre-positioned Risks Related to Electronic Communications/Cybersecurity Risk e-mail While the Adviser employs various measures to address cybersecurity-related issues, the Adviser, the Administrative Coordinator, the Company and their respective Service Providers may nevertheless be subject to operational and information security risks result |
Effects of Leverage [Text Block] | Leverage The Company is required to comply with the asset coverage requirements of the 1940 Act. The Company expects to employ leverage and otherwise incur indebtedness with respect to the portfolio both on a recourse and non-recourse |
Healthcare and Life Science Industries Related Risks [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Healthcare and Life Science Industries’ Related Risks favorable. |
Investments in Healthcare Companies [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Investments in Healthcare Companies |
Sector Risk [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Sector Risk. |
Concentration Risk [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Concentration Risk. |
Risks Inherent in HealthcareRelated Assets [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Risks Inherent in Healthcare-Related Assets. Companies in the healthcare sector are subject to extensive government regulation and their profitability can be significantly affected by restrictions on government reimbursement for medical expenses, rising costs of medical products and services, pricing pressure (including price discounting), limited product lines and an increased emphasis on the delivery of healthcare through outpatient services. Companies in the healthcare sector are heavily dependent on obtaining and defending patents, which may be time consuming and costly, and the expiration of patents may also adversely affect the profitability of these companies. Healthcare companies are The Company’s assets will compete in a relatively uncertain political, economic, and regulatory environment, and instability or an overall decline within the healthcare sector will not be balanced by investments in industries not so affected. In addition, many healthcare companies may have substantial and ongoing capital needs for research and development, clinical trials and marketing and may have difficulty obtaining such funding under various market conditions or such capital may be obtained on terms that are not favorable to existing investors. |
Regulations of Healthcare Industry [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Regulations of Healthcare Industry. Federal and state governments have intensified enforcement policies, resulting in a significant increase in the number of inspections, citations of regulatory deficiencies and other regulatory sanctions, including terminations from the Medicare and Medicaid programs, bans on Medicare and Medicaid payments for new admissions, civil monetary penalties and even criminal penalties. The Company’s investments could be forced to expend considerable resources on responding to an investigation or |
Prepayment Risks [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Prepayment Risk |
Investment Modification Risk [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Investment Modification Risk |
Collateral Risk [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Collateral Risk |
General Economic and Market Risk [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | General Economic and Market Risk Various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Such events, including rising trade tensions between the United States and China, other uncertainties regarding actual and potential shifts in U.S. and foreign, trade, economic and other policies with other countries, the large-scale invasion of Ukraine by Russia that began in February 2022 and resulting sanctions or other restrictive actions that the United States and other countries have imposed against Russia, and the COVID-19 pandemic, Additionally, the Federal Reserve raised the Federal Funds Rate in 2022 and in 2023, and may raise or announce its intention to raise, the Federal Funds Rate further. These developments, along with the United States government’s credit and deficit concerns, global economic uncertainties and market volatility and the impacts of COVID-19, could Continuing market uncertainty may have a significant impact on the business of the Company. Among other things, the level of investment opportunities may decline from the Adviser’s current expectations. One possible consequence is that the Company may take a longer than anticipated period to invest capital and/or the Company may be relatively concentrated in a limited number of investments. Consequently, during this period, the returns (if any) realized by Unitholders may be substantially adversely affected by the unfavorable performance of a small number of these investments. Furthermore, market conditions may unfavorably impact the Company’s ability to secure leverage on terms as favorable as more established borrowers in the market, or to obtain any leverage on commercially favorable terms. To the extent the Company is able to secure financing for investments, increases in interest rates or in the risk spread demanded by financing sources would make the use of leverage more expensive and could limit the Company’s ability to structure and consummate its investments. Although the Adviser believes that recent market dislocations will result in attractive investment opportunities, the Company may not be able to time the acquisition or disposition of its investments correctly, which could result in further depreciation in values. |
Public Health Crises Risk [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Public Health Crises Risk the COVID-19 pandemic COVID-19 re-introduction COVID-19 COVID-19 COVID-19 re-introduction COVID-19 COVID-19 |
General Credit Risk [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | General Credit Risk i.e. e.g. Although most of the Company’s investments will not be rated by any credit rating agency, in some cases, the credit risk of some of the Company’s Portfolio Investments may be broadly gauged by the credit ratings of such Portfolio Investments. However, ratings are only the opinions of the agencies issuing them, may change less quickly than relevant circumstances, are not absolute guarantees of the quality of the rated securities and are subject to downgrade. Credit ratings and ratings agencies have recently been criticized for ratings which did not fully reflect the risks of certain securities or which did not reflect such risks in a timely manner. For most investments, however, the Adviser will rely on its own independent analysis of the credit quality and risks associated with individual securities considered for the Company, rather than relying on ratings agencies or third-party research. Therefore, the Adviser’s capabilities in analyzing credit quality and associated risks will be particularly important (especially since it is currently anticipated that most of the Company’s assets will not be rated by a ratings agency or will be rated below investment grade), and there can be no assurance that the Adviser will be successful in this regard. See also “— High Yield Debt and Unrated Securities |
General Leverage Risks [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | General Leverage Risks recourse or non-recourse basis (including Leveraged Companies The use of leverage has the potential to magnify the gains or the losses on investments and to make the Company’s returns more volatile. Moreover, if the Company is required to de-lever as In connection with any leverage utilized by the Company, the Company may secure its obligations with respect thereto with any and all of its assets, including its right to receive capital contributions from the Unitholders, pursuant to a pledge or other security agreement on terms that the Company determines are fair and reasonable to the Company. If the Company were to default on its obligations under such transactions, the counterparty could foreclose on the collateral and take possession of the Company’s assets and/or call capital from the Unitholders for purposes of repaying debt. The terms of any leverage utilized by the Company are likely to impose significant restrictions on the Company’s operations and investment program, including as to the Company’s ability to pay distributions, incur additional leverage and engage in certain transactions. |
Hedging Transactions and Related Risks [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Hedging Transactions and Related Risks |
Due Diligence Risk [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Due Diligence Risk |
Interest Rate Risks [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Interest Rate Risk The prices of long-term debt obligations generally fluctuate more than prices of short-term debt obligations as interest rates change. To the extent the Company invests in longer-term Portfolio Investments, it will be impacted to a greater degree by changes in market interest rates than if the Company invested primarily in short-term debt securities. To the extent the Company borrows money or issues preferred Units to make investments, its net investment income will depend, in part, upon the difference between the rate at which it borrows funds or pays distributions on preferred Units and the rate at which the Company invests those funds. As a result, the Company can offer no assurance that a significant change in market interest rates will not have a material adverse effect on its net investment income in the event the Company uses debt to finance investments. In periods of rising interest rates, such as the current economic period, the Company’s cost of funds will increase because the interest rates on the amounts borrowed under the Company’s credit facilities or certain other financing arrangements will typically be floating, which could reduce the Company’s net investment income to the extent any Portfolio Investments have fixed interest rates, and the interest rate on Portfolio Investments with an interest rate floor (such as a SOFR (as defined below) floor) above then-current levels will not increase until interest rates exceed the applicable minimum interest rate floor. Rising interest rates may also increase the cost of debt for the Portfolio Investments, which could adversely impact the Portfolio Investment’s financial performance and ability to meet ongoing obligations to the Company. The Company expects that its long-term fixed-rate investments will be financed primarily with equity and long-term debt. The Company may use interest rate risk management techniques in an effort to limit its exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. These activities could limit the Company’s ability to participate in the benefits of lower interest rates with respect to the hedged borrowings. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on the Company’s business, financial condition and results of operations. Also, an increase in interest rates available to investors could make an investment in the Company’s Units less attractive if the Company is not able to increase its distribution rate, which could reduce the value of the Company’s Units. |
Liquidity Risk [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Liquidity Risk possess material, non-public information about |
InflationDeflation Risk [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Inflation/Deflation Risk re-pricing |
Management Risk and Reliance on Management [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Management Risk and Reliance on Management The success of the Company is highly dependent on the financial and managerial experience of the Adviser and any consultants or other Service Providers retained by the Company. The success of the Adviser is highly dependent on the financial and managerial experience of the investment professionals, who may not continue to be employed by or associated with the Adviser during the entire term of the Company. In addition, a number of members of the professional staff of the Adviser are investors in other investment vehicles advised by SLR and are actively involved in managing the investment decisions of these investment vehicles, as well as investment decisions of other clients of SLR. Accordingly, the members of the professional staff of the Adviser have demands on their time for the investment, monitoring and other functions of other funds and other clients advised by SLR. In addition, competition in the financial services, private equity and alternative asset management industries for qualified investment professionals is intense. The Adviser’s continued ability to effectively manage the Company’s investments depends on its ability to attract new investment professionals and to retain and motivate its existing investment professionals. Notwithstanding the foregoing, at any time during the Company’s term, the Adviser may assign the full and exclusive authority and responsibility granted to it under the Investment Management Agreement to an investment adviser under common control with the Adviser, subject to applicable law. The Adviser may take any actions that are necessary or incidental to any such assignment, including assigning the Investment Management Agreement or causing the Company to enter into a new Investment Management Agreement. Although it is expected that (x) any new investment adviser would be a registered investment adviser under the Advisers Act, (y) the management fee and incentive fee payable by the Company to such entities would be identical to that payable to the Adviser and (z) certain investment professionals would continue to be responsible for managing the Company’s assets, there is no guarantee that any or all of such characteristics will apply to any such new investment adviser. The Investment Committee may delegate non-investment decisions (including similar non-material transactions involving material non-public information and |
Model Risks [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Model Risks |
Risks Related to Electronic CommunicationsCybersecurity Risk [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Risks Related to Electronic Communications/Cybersecurity Risk e-mail While the Adviser employs various measures to address cybersecurity-related issues, the Adviser, the Administrative Coordinator, the Company and their respective Service Providers may nevertheless be subject to operational and information security risks resulting from cybersecurity incidents. A cybersecurity incident refers to both intentional and unintentional events that may cause the Adviser, the Company or their respective Service Providers to lose or compromise confidential information, suffer data corruption or lose operational capacity. Cybersecurity incidents include stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other operational disruptions. If unauthorized parties gain access to such information and technology systems, they may be able to steal, identified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing them from being addressed appropriately. The failure of these systems or of disaster recovery plans for any reason could cause significant interruptions in the Company’s and the Adviser’s operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to Unitholders, material nonpublic information and other sensitive information in the Adviser’s possession. A disaster or a disruption in the infrastructure that supports the Adviser’s business, including a disruption involving Electronic Communications or other services used by the Adviser or third parties with whom the Adviser conducts business, or directly affecting the Adviser’s headquarters, could have a material adverse impact on the Adviser’s ability to continue to operate its business without interruption. The Adviser’s disaster recovery programs may not be sufficient to mitigate the harm that may result from such a disaster or disruption. In addition, insurance and other safeguards might only partially reimburse the Adviser for its losses, if at all. In addition, cybersecurity has become a top priority for global lawmakers and regulators around the world, and some jurisdictions have proposed or enacted laws requiring companies to notify regulators and individuals of data security breaches involving certain types of personal data. In particular, state and federal laws and regulations related to cybersecurity compliance continue to evolve and change, which may require substantial investments in new technology, software and personnel, which could affect the Company’s profitability. These changes may also result in enhanced and unforeseen consequences for cyber-related breaches and incidents, which may further adversely affect the Company’s profitability. If the Adviser fails to comply with the relevant and increasing laws and regulations, the Adviser could suffer financial losses, a disruption of its businesses, liability to investors, regulatory intervention or reputational damage. The Company and its Service Providers may be impacted by quarantines and similar measures being enacted by governments in response to the global COVID-19 The Company’s business and the business of its Portfolio Investments rely upon secure information technology systems for data processing, storage and reporting. Despite careful security and controls design, implementation and updating, the Company’s and its Portfolio Investments’ information technology systems could become subject to cyber-attacks. Cyber-attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking”, malicious software coding, social engineering or “phishing” attempts) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusions, including by computer hackers, nation-state affiliated actors, and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of The Adviser’s and other Service Providers’ increased use of mobile and cloud technologies could heighten the risk of a cyber-attack as well as other operational risks, as certain aspects of the security of such technologies may be complex, unpredictable or beyond their control. The Adviser’s and other Service Providers’ reliance on mobile or cloud technology or any failure by mobile technology and cloud Service Providers to adequately safeguard their systems and prevent cyber-attacks could disrupt their operations and result in misappropriation, corruption or loss of personal, confidential or proprietary information. In addition, there is a risk that encryption and other protective measures against cyber-attacks may be circumvented, particularly to the extent that new computing technologies increase the speed and computing power available. Even the most well-protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, the Company and its Service Providers may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for the Company and its Service Providers to entirely mitigate this risk. Cybersecurity risks require continuous and increasing attention and other resources from the Company to, among other actions, identify and quantify these risks, upgrade and expand its technologies, systems and processes to adequately address such risks. Such attention diverts time and other resources from other activities and there is no assurance that the Company’s efforts will be effective. Cybersecurity incidents may adversely impact the Company and its Unitholders. There is no guarantee that the Company, the Adviser, and/or their respective Service Providers will be successful in protecting against cybersecurity incidents. |
Technological Innovation Risks [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Technological Innovation Risks |
Corporate Social Responsibility Risks [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Corporate Social Responsibility Risks The Company risks damage to its brand and reputation if it fails to act responsibly in a number of areas, including, but not limited to, diversity, equity and inclusion, human rights, climate change, environmental stewardship, corporate governance and considering ESG factors in the Company’s investment processes. Adverse incidents with respect to ESG activities could impact the value of the Company’s brand, its relationship with existing and future Portfolio Investments, the cost of the Company’s operations and relationships with investors, all of which could adversely affect its business and results of operations. However, regional and investor specific sentiment may differ in what constitutes a material positive or negative ESG corporate practice. There is no guarantee that the Company’s corporate social responsibility practices will uniformly fit every investor’s definition of best practices for all environmental, social and governance considerations across geographies and investor types. There is also a growing regulatory interest across jurisdictions in improving transparency regarding the definition, measurement and disclosure of ESG factors in order to allow investors to validate and better understand sustainability claims. For example, the SEC has proposed, or has announced that it is working on proposals for, rules that, among other matters, would establish a framework for reporting of climate-related risks, corporate and fund carbon emissions, broad diversity and capital management. At this time, there is uncertainty regarding the scope of such proposals or when they would become effective (if at all). In addition, in 2021 the SEC established an enforcement task force to look into ESG practices and disclosures by public companies and investment managers and has started to bring enforcement actions based on ESG disclosures not matching actual investment processes. The Company and its Portfolio Investments are subject to the risk that similar measures might be introduced in other jurisdictions in the future. Additionally, compliance with any new laws or regulations increases the Company’s regulatory burden and could make compliance more difficult and expensive, affect the manner in which the Company or its Portfolio Investments conduct its businesses and adversely affect the Company’s profitability. |
Climate Change Risks [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Climate Change Risks |
Senior Secured Loans [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Senior Secured Loans e.g. |
Subordinated Loans [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Subordinated Loans —Senior Secured Loans |
Mezzanine Securities [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Mezzanine Securities relatively high debt-to-equity ratios create |
Unsecured Loans or Debt [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Unsecured Loans or Debt |
Defaults [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Defaults acquisition, non-performing loans. operations. Other non-performing loans may trustee or debtor-in-possession to the |
Litigation and Related Risks Associated with Origination and Servicing [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Litigation and Related Risks Associated with Origination and Servicing |
Ability to Originate Loans on Advantageous Terms Competition and Supply [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Ability to Originate Loans on Advantageous Terms; Competition and Supply and to co-investors and/or third |
Risks Relating to Bank Loans and Corporate Loans [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Risks Relating to Bank Loans and Corporate Loans Investments in Smaller and Middle Market Companies Holders of bank loans, corporate loans and other forms of direct indebtedness depend primarily upon the creditworthiness of the corporate or other borrower for payment of principal and interest. If the Company does not receive scheduled interest or principal payments on such indebtedness, the value of the Company’s investments could be adversely affected. The Company may invest in secured and unsecured bank loans and corporate loans. Bank loans and corporate loans that are fully secured may offer the Company more protection than an unsecured loan in the event of non-payment of scheduled Bank loans usually require, in addition to scheduled payments of interest and principal, the prepayment of the bank loan from free cash flow. The degree to which borrowers prepay bank loans, whether as a contractual requirement or at their election, may be affected by general business conditions, the financial condition of the borrower and competitive conditions among lenders, among others. As such, prepayments cannot be predicted with accuracy. Upon a prepayment, either in part or in full, the actual outstanding debt on which the Company derives interest income will be reduced. The effect of prepayments on the Company’s performance may or may not be mitigated by the receipt of prepayment fees and/or the Company’s reinvestment of prepayments in other bank loans that have similar or identical yields. The Company may purchase “assignments” of bank loans from lenders. The purchaser of an assignment typically succeeds to all the rights and obligations under the loan agreement with the same rights and obligations as the assigning lender. Assignments may, however, be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an assignment may differ from, and be more limited than, those held by the assigning lender. The Company may also invest in “participations” in bank loans. Participations by the Company in a lender’s portion of a bank loan typically will result in the Company having a contractual relationship only with such lender, not with the borrower. As a result, the Company may have the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the participation and only upon receipt by lenders through set-off against the In many cases bank loans and loan participations would not be deemed to be securities for purposes of U.S. federal and/or state securities laws. As a result, an investment in bank loans would not be afforded the same protections as an investment in securities, such as the extensive disclosure requirements under U.S. federal and/or state securities laws, which may adversely impact the Company’s ability to seek recourse in respect of such investments. Similarly, the documentation evidencing bank loans and loan participations will not necessarily be maintained with the Company’s custodian. |
Investments in Smaller and Middle Market Companies [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Investments in Smaller and Middle Market Companies |
Financial Fraud [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Financial Fraud |
OFAC, FCPA and Related Considerations [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | OFAC, FCPA and Related Considerations In some countries, there is a greater acceptance than in the U.S. of government involvement in commercial activities, and of corruption. The Company may be adversely affected because of its unwillingness to participate in transactions that violate such laws or regulations. Such laws and regulations may make it difficult in certain circumstances for the Company to act successfully on investment opportunities and for Portfolio Investments to obtain or retain business. In recent years, the U.S. Department of Justice and the SEC have devoted greater resources to enforcement of the U.S. Foreign Corrupt Practices Act (the “FCPA”). In addition, the United Kingdom has recently significantly expanded the reach of its anti-bribery laws. Violations of the FCPA or other applicable anti-corruption laws or anti-bribery laws could result in, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect the Company’s ability to achieve its investment objective and/or conduct its operations. |
Risks Relating to Waivers or Deferrals of Covenants and CovenantLite Loans [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Risks Relating to Waivers or Deferrals of Covenants and Covenant-Lite Loans In addition, some of the loans in which the Company may invest may be “covenant-lite” loans. The Company uses the term “covenant-lite” loans to refer generally to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent the Company invests in “covenant-lite” loans, the Company may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants. |
Risk of Loss [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Risk of Loss underperforming or non-performing and/or in |
Referral Relationships with Financial Sponsors [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Referral Relationships with Financial Sponsors |
Recourse to the Companys Assets [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Recourse to the Company’s Assets bona fides |
Unspecified Use of Proceeds [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Unspecified Use of Proceeds |
Identification of Potential Investment Opportunities [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Identification of Potential Investment Opportunities Regulatory Risks Relating to the Company |
Competition Potential for Insufficient Investment Opportunities [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Competition; Potential for Insufficient Investment Opportunities |
Insufficient Capital for FollowOn Investments [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Insufficient Capital for Follow-On Investments will make follow-on investments or to make follow-on investments or |
Concentration of Portfolio Investments [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Concentration of Portfolio Investments types. Such non-diversification would make |
ThirdParty Involvement [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Third-Party Involvement |
Leveraged Companies [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Leveraged Companies |
Portfolio Turnover [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Portfolio Turnover |
U.S. Dollar Denomination of Units [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | U.S. Dollar Denomination of Units investments in non-U.S. currencies in |
Projections [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Projections |
Valuation of Illiquid Assets [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Valuation of Illiquid Assets 2a-5 2a-5. Assets Believed to Be Undervalued or Incorrectly Valued |
Regulatory Investigations or ThirdParty Litigation [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Regulatory Investigations or Third-Party Litigation The Company’s investment activities may subject it to the risks and costs of becoming involved in litigation with third parties due to, among other reasons, the fact that different investor groups may have qualitatively different, and frequently conflicting, interests with respect to certain Portfolio Investments. The risk of litigation with third parties will be elevated in situations where an issuer is stressed or distressed. See “— Litigation and Related Risks Associated with Origination and Servicing Risks Associated with Bankruptcy and Insolvency Cases |
Broad Indemnification [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Broad Indemnification The Company is required to indemnify the Adviser and its respective affiliates, each of the former, current and future shareholders, partners, members, other equity holders, officers, directors, employees, managers, trustees, agents and other representatives of the Adviser and its respective affiliates, and other persons set forth in the LLC Agreement as an “Indemnitee” for Claims (as defined in the LLC Agreement) that may accrue to or be incurred by an Indemnitee, in connection with any claim, demand, investigation, suit, proceeding or action in which an Indemnitee may become involved, as a party or otherwise, or with which an Indemnitee may be threatened, relating to or arising out of the investments or other activities of the Company, activities undertaken in connection with the Company, or otherwise relating to or arising out of the LLC Agreement or the Subscription Agreement, and otherwise as provided in the LLC Agreement or the Subscription Agreement. Such Claims may be material and have an adverse effect on the returns to the Unitholders. The Company may also provide broad indemnities, representations, warranties and covenants in connection with the acquisition, management and disposition of Portfolio Investments or otherwise in connection with the Company’s investment program. |
Distributions in Kind [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Distributions in Kind |
Failure to Qualify as a RIC [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Failure to Qualify as a RIC source-of-income, The income source requirement will be satisfied if the Company obtains at least 90% of gross income for each year from dividends, interest, foreign currency, payments with respect to loans of certain securities, gains from the sale of Units or other securities, net income from certain “qualified The asset diversification requirement will be satisfied if the Company meets certain asset diversification requirements at the end of each quarter of the taxable year. Failure to meet those requirements may result in the Company having to dispose of certain investments quickly in order to prevent the loss of qualification as a RIC. Because most of the Company’s investments will be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses. The annual distribution requirement will be satisfied if the Company distributes to its Unitholders on an annual basis at least 90% of net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. Because the Company may use debt financing, it is subject to certain asset coverage ratio requirements under the 1940 Act and financial covenants under loan and credit agreements that could, under certain circumstances, restrict the Company from making distributions necessary to satisfy the distribution requirement. If the Company is unable to obtain cash from other sources, it could fail to qualify as a RIC. If the Company fails to qualify as a RIC for any reason and therefore becomes subject to corporate income tax, the resulting corporate taxes could substantially reduce net assets, the amount of income available for distribution and the amount of distributions. |
Recognizing Income Before or Without Receiving Cash [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Recognizing Income Before or Without Receiving Cash contracted payment-in-kind (“PIK”) Since in certain cases the Company may recognize income before or without receiving cash representing such income, the Company may have difficulty meeting the requirement to timely distribute at least 90% of its net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to maintain its qualification as a RIC. In such a case, the Company may have to sell some of its Portfolio Investments at times the Company would not consider advantageous or raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements. If the Company is not able to obtain cash from other sources and is otherwise unable to satisfy such distribution requirement, the Company may fail to maintain its qualification as a RIC and become subject to corporate-level U.S. federal income tax. |
Tax Considerations Regarding Dividends for Private BDCs [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Tax Considerations Regarding Dividends for Private BDCs non-corporate non-corporate |
Potential Dividend Deferrals [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Potential Dividend Deferrals one-year Under the Code, the Company may pay certain RIC dividends after the end of the current year. In particular, if the Company pays a distribution in January of the following year that was declared in October, November, or December of the current year and is payable to Unitholders of record in the current year, the dividend will be treated for all U.S. federal income tax purposes as if it were paid on December 31 of the current year. In addition, under the Code, the Company may pay dividends, referred to as “spillover dividends,” that are paid during the following taxable year that will allow the Company to maintain its qualification for taxation as a RIC and eliminate its liability for corporate-level U.S. federal income tax. Under these spillover dividend procedures, the Company may defer distributions of income earned during the current year until December of the following year. For example, the Company may defer distributions of income earned during 2023 until as late as December 31, 2024. If the Company chooses to pay a spillover dividend, it will incur the 4% U.S. federal excise tax on some or all of the distribution. Due to events such as the COVID-19 In-Kind |
InKind Dividend Considerations [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | In-Kind Dividend Considerations non-U.S. |
Changes in Tax Law [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Changes in Tax Law |
Permissible Incurred Leverage [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Permissible Incurred Leverage |
Distribution and Asset Coverage Ratio Requirements [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Distribution and Asset Coverage Ratio Requirements To the extent the Company is constrained in its ability to issue debt or other senior securities, it will depend on issuances of capital interests to finance operations. As a BDC, the Company is generally not able to issue Units at a price below NAV without first obtaining required approvals of Unitholders and independent directors in accordance with the conditions set forth in Section 63(2) of the 1940 Act. If the Company raises additional funds by issuing more common Units or senior securities convertible into, or exchangeable for, common Units, the percentage ownership of Unitholders at that time would decrease and Unitholders may experience dilution. In addition to issuing securities to raise capital as described above, the Company could, in the future, securitize loans to generate cash for funding new investments. An inability to successfully securitize its loan portfolio could limit the Company’s ability to grow its business, fully execute its business strategy and improve profitability. |
Unrealized Depreciation [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Unrealized Depreciation |
Qualifying Asset Requirements [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Qualifying Asset Requirements non-qualifying |
Exemptive Relief [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Exemptive Relief to co-invest in negotiated co-investment transactions |
Risks Related to Changes in Regulatory Policy [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Risks Related to Changes in Regulatory Policy new and difficult-to-quantify macroeconomic and with potentially far-reaching implications. There |
Financial Services and Government Intervention [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Financial Services and Government Intervention |
U.S. DoddFrank Wall Street Reform and Consumer Protection Act [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act services industry, non-U.S. financial entities |
Changes to Derivatives Regulation [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Changes to Derivatives Regulation e.g. II”)), certain over-the-counter derivatives transactions electronic platforms, pre-and post-trade transparency and mandatory bi-lateral exchange of margin for non-cleared swaps. The Based on information available as of the date of this annual report on Form 10-K, the In November 2020, the SEC adopted new rules regarding the ability of a BDC (or a registered investment company) to use derivatives and other transactions that create future payment or delivery obligations. BDCs that use derivatives will be subject to a value-at-risk leverage |
Uncertainty of the U.S. Political Climate [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Uncertainty of the U.S. Political Climate difficult-to-quantify with potentially far-reaching implications. There has been a corresponding meaningful increase in the uncertainty surrounding interest rates, inflation, foreign exchange rates, trade volumes and fiscal and monetary policy. To the extent the U.S. Congress or the current administration implements changes to U.S. policy, those changes may impact, among other things, the U.S. and global economy, international trade and relations, unemployment, immigration, corporate taxes, healthcare, the U.S. regulatory environment, inflation and other areas. Although the Company cannot predict the impact, if any, of these changes to its business, they could adversely affect the Company’s business, financial condition, operating results and cash flows. Until the Company knows what policy changes are made and how those changes impact its business and the business of the Company’s competitors over the long term, the Company will not know if, overall, it will benefit from them or be negatively affected by them. “ Bad Actor” Restrictions for Private Placements Conducted Under Rule 506 of Regulation D (d) SEC cease-and-desist orders A disqualification will occur only in the case of a disqualifying event of a covered person that occurs on or after September 23, 2013, although issuers must disclose to potential investors in a Rule 506 Offering disqualifying events of covered persons that occurred before September 23, 2013. The rule provides an exception from disqualification if the issuer can show that it did not know and, in the exercise of reasonable care could not have known, that the issuer or any other covered person had a disqualifying event, although an issuer will not be able to establish that it has exercised reasonable care unless it has made, in light of the circumstances, factual inquiry into whether any disqualifications exist. The Adviser has made, and on a periodic basis will continue to make, inquiries into whether any persons that the Adviser has determined to be affiliated issuers have been subject to any disqualifying events; however, in some circumstances the Adviser’s ability to determine whether the Company would be disqualified from relying on Rule 506 may depend on cooperation of third parties over whom the Company may have limited control and influence. If any of the Adviser’s covered persons, including any affiliated issuer of the Company, is subject to a disqualifying event, the Company could lose the ability to raise capital in a future Rule 506 offering for a significant period of time and the Company’s business, financial condition and results of operations could be materially and adversely affected. |
Changes to Accounting Standards [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Changes to Accounting Standards |
Licensing Requirements [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Licensing Requirements such licenses, this process may be costly and take several months. There is no assurance that the Company will obtain all of the licenses that it desires or that the Company would not experience significant delays in seeking these licenses. In states and other jurisdictions in which it is licensed, the Company or the Adviser is required to comply with applicable laws and regulations, including possible information requirements, consumer protection and anti-fraud laws, which could impose restrictions on the Company’s or the Adviser’s ability to take certain actions to protect the value of its investments in such assets and impose compliance costs. Failure to comply with such laws and regulations could lead to, among other penalties, a loss of the Company’s or the Adviser’s license, which in turn could restrict the Company’s investment options or require the Company to divest assets located in or secured by real property located in that jurisdiction. These risks also apply to issuers and entities in which the Company invests that hold similar assets, as well as any origination company or servicer in which the Company owns an interest. |
Reporting Company Filing Requirements [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Reporting Company Filing Requirements The systems and resources necessary to comply with public company reporting requirements will increase further once the Company ceases to be an “emerging growth company” under the JOBS Act. As long as the Company remains an emerging growth company, it intends to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. The Company will remain an emerging growth company for up to five years following any future IPO (however, the Company does not anticipate engaging in an IPO of its Units), although if the market value of the Units that are held by non-affiliates exceeds $700 million |
Documentation of Internal Controls [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Documentation of Internal Controls The Company’s internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If the Company fails to maintain the adequacy of its internal controls, including any failure to implement required new or improved controls, or if the Company experiences difficulties in their implementation, the Company’s business and operating results could be harmed and it could fail to meet its financial reporting obligations. |
High Yield Debt and Unrated Securities [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | High Yield Debt and Unrated Securities for example, could cause a decline in the prices of high yield securities and unrated securities, because the advent of a recession could lessen the ability of an issuer to make principal and interest payments on its debt obligations. In addition, such securities have historically experienced greater default rates than investment grade securities. The ability of holders of high yield debt to influence a company’s affairs will be substantially less than that of senior creditors, especially during periods of financial distress or following insolvency. As with other Portfolio Investments, there may not be a liquid market for certain high yield debt which is held by the Company, which could result in the Company being unable to sell such securities for an extended period of time, if at all. In addition, as with other types of Portfolio Investments, the market for high yield debt has historically been subject to disruptions that have caused substantial volatility in the prices of such securities. Consolidation in the financial services industry has resulted in there being fewer market makers for high yield debt, which may result in further risk of illiquidity and volatility with respect to high yield debt held by the Company, and this trend may continue in the future. Furthermore, high yield debt which is held by the Company may not be registered under the Securities Act, and, unless so registered, the Company is not able to sell such high yield debt except pursuant to an exemption from registration under the Securities Act. Unrated securities may be less liquid than comparable rated securities and may also involve the risk that the Adviser may not accurately evaluate the security’s comparative credit rating. Analysis of creditworthiness of issuers of high yield and unrated securities may be more complex than for issuers of higher-quality fixed income securities. Since it is expected that most of the Company’s assets will not be rated by any rating agency or will be rated below investment grade, the Company is more dependent on the Adviser’s creditworthiness analysis than if the Company invested exclusively in higher-quality and rated securities. Securities rated below investment grade are often referred to as “leveraged loans,” “high yield” or “junk” securities, and may be considered “high risk” compared to debt instruments that are rated investment grade. See “— General Credit Risk |
EquityRelated Securities [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Equity-Related Securities |
Convertible Securities Risk [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Convertible Securities Risk yields than non-convertible debt securities The Company may invest in synthetic convertible securities, which are created through a combination of separate securities that possess the two principal characteristics of a traditional convertible security, i.e. non-convertible, |
Preferred Securities Risk [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Preferred Securities Risk purposes despite the fact that it is not receiving current income on this position. Preferred stock often is subject to legal provisions that allow for redemption in the event of certain tax or legal changes or at the issuer’s call. In the event of redemption, the Company may not be able to reinvest the proceeds at comparable rates of return. Preferred stock is subordinated to bonds and other debt securities in an issuer’s capital structure in terms of priority for corporate income and liquidation payments and, therefore, will be subject to greater credit risk than those debt securities. Preferred stock may trade less frequently and in a more limited volume and may be subject to more abrupt or erratic price movements than many other securities, such as common stocks, corporate debt securities and U.S. government securities. |
Forwards and Derivatives Transactions [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Forwards and Derivatives Transactions or other over-the-counter contracts. The All derivatives transactions involve risks different from, and potentially greater than, the risks associated with investing directly in securities and other more traditional assets, including: |
Market Risk [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Market Risk |
Management Risk [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Management Risk |
Documentation Risk [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Documentation Risk contracts for over-the-counter derivatives transactions e.g. e.g. e.g. |
Regulatory Risk [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Regulatory Risk Changes to Derivatives Regulation |
Other Risks [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Other Risks |
Warrants and Rights [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Warrants and Rights |
Risks Relating to Reference Rates [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Risks Relating to Reference Rates |
Risks Related to Economic Recessions [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Risks Related to Economic Recessions Many of the Company’s Portfolio Investments may be susceptible to economic slowdowns or recessions and may be unable to repay its loans during these periods. The global outbreak of COVID-19 non-performing A Portfolio Investment’s failure to satisfy financial or operating covenants imposed by the Company or other lenders could lead to defaults and, potentially, acceleration of the time when the loans are due and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize the Portfolio Investment’s ability to meet its obligations under the debt that the Company holds. The Company may incur additional expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting Portfolio Investment. In addition, if one of the Company’s Portfolio Investments were to go bankrupt, depending on the facts and circumstances, including the extent to which the Company actually provided significant managerial assistance to that Portfolio Investment, a bankruptcy court might re-characterize These Portfolio Investments may face intense competition, including competition from companies with greater financial resources, more extensive research and development, manufacturing, marketing and service capabilities and greater number of qualified and experienced managerial and technical personnel. They may need additional financing that they are unable to secure and that the Company is unable or unwilling to provide, or they may be subject to adverse developments unrelated to the technologies they acquire. The Company’s business is directly influenced by the economic cycle, and could be negatively impacted by a downturn in economic activity in the U.S. as well as globally. Fiscal and monetary actions taken by U.S. and non-U.S. COVID-19 impacts consumer confidence and consumer credit factors, the Company’s business, financial condition and results of operations could be adversely affected. Moreover, Federal Reserve policy, including with respect to certain interest rates and the decision to end its quantitative easing policy, along with the general policies of the current Presidential administration, may also adversely affect the value, volatility and liquidity of dividend- and interest-paying securities. Market volatility, periods of rising interest rates, such as the current economic period, and/or a return to unfavorable economic conditions could adversely affect its business. |
Risks Related to Portfolio Investment Monitoring and Involvement [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Risks Related to Portfolio Investment Monitoring and Involvement Control Positions |
Risks Associated with Bankruptcy and Insolvency Cases [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Risks Associated with Bankruptcy and Insolvency Cases Generally, the duration of a bankruptcy or insolvency case can only be roughly estimated. The reorganization of a company usually involves the design of a business plan, the development and negotiation of a plan of reorganization, plan approval by creditors and confirmation by the court. This process can involve substantial legal, professional and administrative costs to the company and to the Company; it is subject to unpredictable and lengthy delays; and during the process the company’s competitive position may erode, key management may depart and the company may not be able to invest adequately. In some cases, the company may not be able to reorganize and may be required to liquidate assets. In addition, the debt of companies in financial reorganization may, in some cases, not pay current interest and other charges, may not even accrue interest and other charges during reorganization, may be relieved of paying pre-payment premiums and During the pendency of a bankruptcy case, an automatic stay will prevent all creditors from taking action against the debtor to foreclose on collateral or otherwise to collect on amounts owed to such creditors. Unless a creditor’s claim in such case is secured by assets having a value in excess of such claim, or the bankruptcy estate is determined to be solvent, no interest will be permitted to accrue and, therefore, a creditor’s return on investment can be adversely affected by the passage of time during which the plan of reorganization of the debtor is being negotiated, approved by the creditors and confirmed by the bankruptcy court. The priority of perfected liens held by secured creditors as of the commencement of the bankruptcy case is typically recognized in a bankruptcy case, unless avoided. Occasionally, however, a court will allow a debtor-in-possession financing to that prime pre-existing, valid liens. The administrative costs in connection with a bankruptcy case are frequently high and will generally be paid out of the debtor’s estate prior to any return to creditors (other than out of assets or proceeds thereof which are subject to valid and enforceable liens and other security interests) and equity holders. In addition, certain unsecured claims that have priority by law over the claims of certain creditors (for example, claims arising post-petition and certain claims for taxes) may be quite high. U.S. bankruptcy law permits the classification of “substantially similar” claims in determining the classification of claims in a reorganization for the purpose of voting on a plan of reorganization. Because the standard for classification is vague, there exists a significant risk that the Company’s influence with respect to a class of securities can be lost by the inflation of the number and the amount of claims in, or other gerrymandering of, the class. Although a creditor is not typically compelled to release direct claims it may have against non-debtor third parties, Claims in bankruptcy cases are often paid at less than par and, depending on the debtor’s assets and liabilities, there may be no recovery at all for some classes of creditors. The claims of even over-secured secured creditors permits other parties-in-interest to file Even if a class of claims is entitled to a recovery in a reorganization or liquidation proceeding, such recovery could be in the form of instruments or interests different from the form of instrument or interest which formed the basis for the claim, including debt securities, equity securities, convertible securities, warrants, options, cash, interests in litigation claims or trusts formed to pursue such litigation claims, interests in liquidation trusts, or other property or interests, any of which could be illiquid and/or difficult to value. Furthermore, the terms of instruments or interests distributed in a bankruptcy or insolvency proceeding may differ from prevailing market terms for similar instruments or interests, and may have a market value of less than par. The Company may be presented with the opportunity to make new investments in connection with the reorganization or liquidation of an issuer of Portfolio Investments, including, without limitation, through a rights offering, litigation financing, bridge financing or other exit financing. The Company may make such investments as part of an in-court or out-of-court restructuring of Contractual subordination provisions are enforceable when a borrower is in bankruptcy, as are most inter-creditor agreement terms. Furthermore, there are instances where creditors and equity holders may lose their ranking and priority when they take over management and functional operating control of a debtor. In those cases where the Company, by virtue of such action, is found to exercise “domination and control” of a debtor, the Company may lose its priority if the debtor or other creditors can demonstrate that the debtor’s business was adversely impacted or other creditors and/or equity holders were harmed by improper or unfair actions of the Company, whether or not the Company is found to be a controlling party of the debtor. In addition, loans extended to a financially distressed borrower by an entity that owns an equity interest in the borrower may be reclassified as having been an equity capital contribution, rather than a debt obligation. Notwithstanding the corporate structure of various debtor entities, such as special purpose entities created to hold assets and to structure for bankruptcy remoteness, such entities may, in certain cases, be consolidated in bankruptcy proceedings, which can affect the outcome of such proceedings and the amounts ultimately received by creditors. In addition, if a claim can be asserted against only a parent holding entity, such claim may be structurally subordinated to claims against a subsidiary entity that owns assets. The U.S. Bankruptcy Code and other laws and regulations affecting debtors’ and creditors’ rights are subject to change, including by way of legislative action or judicial interpretation. The U.S. Bankruptcy Code and other laws and regulations affecting debtors’ and creditors’ rights are subject to change, including by way of legislative action or judicial interpretation. In addition, governmental actors have recently shown a willingness to intervene in bankruptcy-related matters (for example, the U.S. government’s bailouts of General Motors and Chrysler), which may increase uncertainty regarding the enforcement of creditors’ rights and the bankruptcy process generally. Any such actions could alter the expected outcome or introduce greater uncertainty regarding the expected outcome of an investment situation of the Company, which may adversely affect such investment or the Company’s investment program. |
Lack of Control over Investments [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Lack of Control over Investments hold a non-controlling interest in objectives. A non-controlling interest may |
Control Positions [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Control Positions e.g., To the extent that the Company owns a controlling stake in or is deemed an affiliate of a particular company, it may also be subject to certain additional bankruptcy or securities laws restrictions that could affect both the liquidity of the Company’s interest and the Company’s ability to liquidate its interest without adversely impacting the price thereof, including insider trading restrictions, the affiliate sale restrictions of Rule 144 of the Securities Act and the disclosure requirements of Sections 13 and 16 of the 1934 Act. Further, to the extent that affiliates of the Company or the Adviser are subject to such restrictions, the Company, by virtue of its affiliation with such entities, may be similarly restricted, regardless of whether the Company stands to benefit from such affiliate’s ownership. If the Company, alone or as part of a group acting together for certain purposes, becomes the beneficial owner of more than 10% of certain classes of securities of a U.S. public company or places a director on the board of directors of such a company, the Company may be subject to certain additional reporting requirements and to liability for short-swing profits under Section 16 of the 1934 Act. Furthermore, the Company may also be subject to similar reporting requirements and other limitations in non-U.S. jurisdictions where The exercise of control over a company, depending upon the amount and type of securities owned by the Company, contractual arrangements between the company and the Company, and other relevant factual circumstances, could result in an extension to one year of the 90-day bankruptcy preference Fraudulent Conveyance and Preference Considerations Lender Liability Considerations and Equitable Subordination |
Lender Liability Considerations and Equitable Subordination [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Lender Liability Considerations and Equitable Subordination |
Fraudulent Conveyance and Preference Considerations [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Fraudulent Conveyance and Preference Considerations creditor, a debtor-in-possession, a trustee lien, the issuer or obligor (i) was insolvent, (ii) was engaged in a business for which the remaining assets of such issuer constituted unreasonably small capital or (iii) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature, such court could, under certain circumstances, invalidate, in whole or in part, such indebtedness and such security interest or other lien as fraudulent conveyances, could subordinate such indebtedness to existing or future creditors of the borrower and could allow the borrower to recover amounts previously paid by the borrower to the creditor (including to the Company) in satisfaction of such indebtedness or proceeds of such security interest or other lien previously applied in satisfaction of such indebtedness. The measure of insolvency for purposes of the foregoing will vary. Generally, an issuer or obligor would be considered insolvent at a particular time if the sum of its debts were then greater than all of its property at a fair valuation, or if the present fair saleable value of its assets were less than the amount that would be required to pay its probable liabilities on its existing debts as they became absolute and matured. There can be no assurance as to what standard a court would apply in order to determine whether the issuer or obligor was “insolvent” after giving effect to the incurrence of the indebtedness and/or the granting of any security interest or other lien or that, regardless of the method of valuation, a court would not determine that the issuer was “insolvent” upon giving effect to such incurrence of indebtedness and/or grant of security interests or other lien. The Company may invest in bank debt or other indebtedness issued by a borrower which is guaranteed by other entities within the borrower’s corporate family. In such circumstances, the borrower often has little or no assets other than the stock of its subsidiaries and, as a result, any recovery is often available only, if at all, from the entities that guaranteed the indebtedness. There is a risk, however, that the obligations of such guarantors and any security interests or other liens issued by the guarantors to secure such obligations may be avoided as fraudulent conveyances in the event that a court were to determine that such guarantors did not receive reasonably equivalent value in exchange for the issuance of the guarantees and for the security interests or other liens. A court could determine that the guarantors did not receive reasonably equivalent value or fair consideration in incurring the obligations and granting the security interests or other liens despite the existence of “indirect” benefits to the guarantors, such as the strengthening of the corporate enterprise in the transaction. Additionally, provisions in guarantees and other similar documents governing similar obligations by which fraudulent conveyance exposure is sought to be reduced or eliminated, such as so-called “savings clauses,” If a transaction is found to have been a fraudulent conveyance, the transferee may be compelled to return the value of the assets transferred as of the time of the transfer, even if the then current value is substantially less. In addition, unless the transferee is deemed to be a “good faith” transferee, the return of the asset may not even provide for the compensation back to the transferee of the value paid to the transferor. In addition, in the event of the insolvency (as determined by a court based on the law of the jurisdiction which is being applied) of an issuer of a Portfolio Investment, payments made on the Company’s Portfolio Investment, or new liens granted, could be subject to avoidance as a “preference” if made within a certain period of time (which may be as long as one year) before insolvency, depending on a number of factors. In general, if payments on a Company’s Portfolio Investment are avoidable, whether as a fraudulent conveyance or preference, such payments can be recaptured either from the initial recipient (such as the Company) or from subsequent transferees of such payments, including Unitholders. Additionally, if the grant of a security interest or other lien is avoidable, whether as a fraudulent conveyance or preference, the value of the security interest or other lien can be recovered from the initial transferee or the entity for whose benefit such transfer was made (such as the Company), and such recovery could include the diminution in value of the property which was subject to the security interest or other lien from the date of transfer. There can be no assurance that a successful cause of action for fraudulent conveyance or preference will not occur, or as to whether any fund, lending institution or other party from which the Company may directly or indirectly acquire a Portfolio Investment engaged in any conduct to give rise to such causes of action, and if it did, as to whether such causes of action could be asserted against the Company and/or the Unitholders. |
Portfolio Investment Risk [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Portfolio Investment Risk addition, Portfolio Investments in which the Company invests may be required to comply with numerous U.S. and non-U.S. statutory and There can be no assurance that a Portfolio Investment’s management team will be able to operate such Portfolio Investment successfully. In addition, instances of fraud or other illegal practices committed by the management team of a Portfolio Investment may undermine the Company’s investment in such Portfolio Investment and the Company may suffer losses. Additionally, Portfolio Investments need to attract, retain and develop executives and members of their management teams. There can be no assurance that a Portfolio Investment will be able to attract and develop suitable members of its management team, which may adversely affect the Company. |
ZeroCoupon Bonds, Deferred Interest Rate Bonds and PaymentInKind Securities [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Zero-Coupon Bonds, Deferred Interest Rate Bonds and Payment-In-Kind Securities To the extent the Company invests in OID instruments, including PIK, zero coupon bonds, and debt securities with attached warrants, investors will be exposed to the risks associated with the inclusion of such non-cash income • The interest payments deferred on a PIK loan are subject to the risk that the borrower may default when the deferred payments are due in cash at the maturity of the loan; • The interest rates on PIK loans are higher to reflect the time-value of money on deferred interest payments and the higher credit risk of borrowers who may need to defer interest payments; • PIK instruments may have unreliable valuations because the accruals require judgments about ultimate collectability of the deferred payments and the value of the associated collateral; • An election to defer PIK income payments by adding them to principal increases the Company’s gross assets and, thus, increases future base fees to the Adviser and, because income payments will then be payable on a larger principal amount, the PIK election also increases the Adviser’s future income incentive fees at a compounding rate; • Market prices of OID instruments are more volatile because they are affected to a greater extent by interest rate changes than instruments that pay interest periodically in cash; • The deferral of interest on a PIK loan increases its loan-to-value ratio, • OID creates the risk of non-refundable cash on non-cash accruals |
Money Market and Other Liquid Instruments [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Money Market and Other Liquid Instruments Among other liquid investments, the Company may invest cash, pending investment, reinvestment or distribution thereof or in connection with the maintenance of reserves, in money fund products offered from time to time by its Custodian, including the use of bank “sweep” short-term offerings. |
Pooled Investment Vehicles and Passthrough Entities [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Pooled Investment Vehicles and Pass-through Entities funds and closed-end companies) and |
U.S. Government and Agency Securities [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | U.S. Government and Agency Securities Company may invest in debt securities issued or guaranteed by certain U.S. government agencies, instrumentalities and sponsored enterprises. Some U.S. government securities, such as Treasury bills, notes and bonds and MBS guaranteed by Ginnie Mae, are supported by the full faith and credit of the U.S.; others are supported by the right of the issuer to borrow from the U.S. Treasury; others are supported by the discretionary authority of the U.S. government to purchase the agency’s obligations; and still others are supported only by the credit of the instrumentality. Although U.S. government-sponsored enterprises, such as Fannie Mae and Freddie Mac, may be chartered or sponsored by Congress, they are not funded by Congressional appropriations, and their securities are not issued by the U.S. Treasury or supported by the full faith and credit of the U.S. government and involve increased credit risks. In addition, certain governmental entities have been subject to regulatory scrutiny regarding their accounting policies and practices and other concerns that may result in legislation, changes in regulatory oversight and/or other consequences that could adversely affect the credit quality, availability or investment character of securities issued by these entities. |
Restricted Securities [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Restricted Securities In addition, a debtor in a reorganization case may be granted a trading restriction order by a bankruptcy court in order to protect such debtor’s net operating losses (a “NOL Order”). Such an order may prohibit or severely restrict the ability of some creditors to sell their claims and interests in the debtor. The Company’s ability to transfer its interests in such a debtor may be impaired, delayed or prohibited as a consequence of a NOL Order. The Company may also incur added expenses if it attempts to challenge or limit the scope of a NOL Order, and such an attempt may not be successful. Similarly, issuers with net operating losses sometimes adopt Unitholder rights plans or similar arrangements in order to preserve the ability to utilize such net operating losses in the future; any such actions could also limit or otherwise adversely impact the Company’s ability to transfer or dispose of its interests in any such issuer. |
Risks Related to Disposition of Investments [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Risks Related to Disposition of Investments Risks Relating to Bank Loans and Corporate Loans |
Regulatory Risks Relating to the Company [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Regulatory Risks Relating to the Company state or non-U.S. laws or state and non-U.S. securities or sold to non-bank investors such The financial services industry is subject to extensive regulation. Banking regulators have broad and largely discretionary powers, which include prohibiting “unsafe or unsound” practices; requiring affirmative actions to correct any violation or practice; issuing administrative orders that can be judicially enforced; directing increases in capital; directing the sale of subsidiaries or other assets; limiting dividends and distributions; restricting growth; assessing civil monetary penalties; removing officers and directors; and terminating deposit insurance. These actions and other regulatory requirements could have a material adverse effect on an investment in the Company. The financial institutions in which the Company will invest and with which the Company will transact are subject to laws, regulations, administrative actions and policies in each location in which they operate. The regulatory environment for private investment funds is evolving, and changes in the regulation or taxation of private investment funds may adversely affect the value of the investments held by the Company and the ability of the Company to execute its investment strategy. In addition, the securities and futures markets are subject to comprehensive statutes, regulations and margin requirements. The SEC and other U.S. and non-U.S. regulators, self-regulatory |