In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, the Fund will generally be required to make an offer to purchase the outstanding Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest to the repurchase date.
The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture, filed as exhibits hereto and incorporated by reference herein.
The Notes were offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act (the “Notes Offering”). The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The Notes Offering closed on January 14, 2025. The net proceeds to the Fund were approximately $1.23 billion, after deducting the initial purchaser discounts and estimated offering expenses. The Fund expects to use the net proceeds of the Notes Offering to make investments in accordance with its investment strategy and policies, to reduce borrowings and repay indebtedness incurred under various financing agreements the Fund has entered into, and for general corporate purposes of the Fund and its subsidiaries.
In connection with the Notes Offering, the Fund entered into interest rate swap agreements to more closely align the interest rates of the Fund’s liabilities attributable to the Notes with the Fund’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreements, the Fund receives (i) a fixed interest rate of 5.450% per annum and pays a floating interest rate of 3-month Term SOFR plus 1.2855% per annum on $750,000,000, and (ii) a fixed interest rate of 5.950% per annum and pays a floating interest rate of 3-month Term SOFR plus 1.756% per annum on $500,000,000. The Fund designated the interest rate swaps as hedging instruments in qualifying hedge accounting relationships.
Registration Rights Agreements
In connection with the Notes Offering, the Fund entered into (i) a Registration Rights Agreement, dated as of January 14, 2025, with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc., Wells Fargo Securities, LLC, BNP Paribas Securities Corp. and RBC Capital Markets, LLC, as the representatives of the initial purchasers of the 2028 Notes (the “2028 Notes Registration Rights Agreement”), and (ii) a Registration Rights Agreement, dated as of January 14, 2025, with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc., Wells Fargo Securities, LLC and BofA Securities, Inc., as the representatives of the initial purchasers of the 2032 Notes (the “2032 Notes Registration Rights Agreement”, and together with the 2028 Notes Registration Rights Agreement, the “Registration Rights Agreements”). Pursuant to the Registration Rights Agreements, the Fund is obligated to file with the Securities and Exchange Commission a registration statement relating to an offer to exchange the Notes for new notes issued by the Fund that are registered under the Securities Act and otherwise have terms substantially identical to those of the Notes, and to use its commercially reasonable efforts to cause such registration statement to be declared effective. If the Fund is not able to effect the exchange offer, the Fund will be obligated to file a shelf registration statement covering the resale of the Notes and use its commercially reasonable efforts to cause such registration statement to be declared effective. If the Fund fails to satisfy its registration obligations by certain dates specified in the Registration Rights Agreements, it will be required to pay additional interest to the holders of the Notes.
The foregoing description of the Registration Rights Agreements does not purport to be complete and is qualified in their entirety by reference to the full text of the Registration Rights Agreements, filed as exhibits hereto and incorporated by reference herein.
