Related Party Transactions | 8. Related Party Transactions Management Fee The Company has entered into an investment management agreement, as amended and restated on June 20, 2022, (as amended, the “Management Agreement”) with the Investment Manager. Pursuant to the Management Agreement the Company will pay the Investment Manager, on a quarterly basis, a management fee (the “Management Fee”) in respect of each Member, in arrears, equal to the Applicable Percentage (as defined below) of such Member multiplied by the sum of (i) the net asset value (“NAV”) of the Units and (ii) the product of (a) all unfunded commitment amounts under any investments (“Portfolio Investments”) with ongoing funding obligations (e.g., delayed-draw term loans) and (b) the Indebtedness Fraction (as defined below), each of (i) and (ii) as of the last day of each calendar quarter. The Management Fee shall not be charged with respect to any portion of the Company’s assets that are attributable to direct leverage. The “Indebtedness Fraction” means an amount equal to one minus a fraction, the numerator of which is the total outstanding portfolio level indebtedness of the Company, and the denominator of which is the principal amount of any Portfolio Investments held by the Company. The portfolio indebtedness used to calculate the ratio includes the debt obligations noted in the accompanying balance sheet. The Investment Management Agreement clarifies that loan servicing fees and expenses, and other fees and expenses incurred in connection with the acquisition, disposition, ownership and operation of the Portfolio Investments (as defined therein) are not to be included as Company Expenses (as defined therein) for purposes of calculating the Organizational Expenses and Company Expenses limit. A Member’s “Applicable Percentage” is set forth below: Aggregate Capital Commitment of a Member Applicable Percentage $50,000 - $500,000 1.50 % $500,001 - $1,000,000 1.40 % $1,000,001 - $3,000,000 1.30 % $3,000,001 - $5,000,000 1.15 % $5,000,001 and over 1.00 % Notwithstanding the foregoing, with respect to any Member that makes a capital commitment (“Capital Commitment”) on the initial closing (“Initial Closing Date”) (each, a “Founding Member”), the Management Fee shall be waived with respect to such Founding Member (including any additional Capital Commitments made by such Member) until the six-month anniversary of the Initial Closing Date. Payment of the Management Fee will be made within ten (10) days of the last day of each calendar quarter, or as soon as reasonably practicable thereafter. The Management Fee charged with respect to a Member will be prorated for any capital contribution or repurchase of Units, as defined by the Management Agreement, that is effective other than as of the first day of a calendar quarter. The Investment Manager may, in its discretion, reduce, waive or calculate differently the Management Fee charged at the Company level with regard to the Units held by certain Members, including, without limitation, a related party investor (“Related Investor”), so long as such reduction, waiver or calculation does not result in a preferential dividend under Section 562(c) of the Code. For the years ended December 31, 2023 and 2022, the Company incurred Management Fees of $2.6 million and $1.2 million, respectively, of which the Investment Manager waived $0 and $0.3 million, respectively. As of December 31, 2023, and December 31, 2022 the Management Fees payable amounted to $1.0 million and $0.9 million, respectively and is included in the consolidated balance sheets in the accompanying financial statements. Investment Activity As disclosed in Note 5, the Company holds interests in AB CRED II and AB CRED III, affiliated entities of the Company and unconsolidated joint ventures. During the year ended December 31, 2022, the Company purchased Loan 6 and Loan 7 from a related party which remain outstanding as of December 31, 2023. An affiliate of the Investment Manager previously originated a loan to an unaffiliated borrower in 2019 secured by the same collateral as Loan 11. The unaffiliated borrower used the refinancing proceeds from Loan 11 to repay the loan of the affiliate of the Investment Manager. Incentive Fee Pursuant to the Management Agreement at the end of each calendar quarter, the Investment Manager is entitled to receive an incentive fee (the “Incentive Fee”) equal to the difference between (x) the product of (A) 15% and (B) the difference between (1) Core Earnings (as defined below) of the Company for the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable), and (2) the product of (I) the weighted average of the Company’s NAV of the three previous calendar quarters (or such lesser number of completed calendar quarters, if applicable) and the Company’s NAV as of the beginning of the then current calendar quarter, and (II) 6% per annum, and (y) the sum of the Incentive Fee previously paid to the Investment Manager with respect to the first three calendar quarters of the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable); provided, that no Incentive Fee is payable to the Investment Manager with respect to any calendar quarter unless the Core Earnings for the twelve (12) most recently completed calendar quarters (or such lesser number of completed calendar quarters following the date of the Initial Closing Date is greater than zero. The Incentive Fee is prorated for partial periods, to the extent necessary, based on the number of days elapsed or remaining in such periods as the case may be. Unless otherwise determined by the Investment Manager, the Company’s NAV at the beginning of a calendar quarter for purposes of this Incentive Fee calculation shall be equal to the Company’s NAV as of the end of the previous calendar quarter as increased by capital contributions and decreased by repurchases. For purposes of the foregoing, “Core Earnings” means the net income (loss) attributable to the holders of Units, computed in accordance with GAAP, including realized gains and losses not otherwise included in net income (loss), and excluding (i) the Incentive Fee, (ii) depreciation and amortization, (iii) any unrealized gains or losses or other similar non-cash items that are included in net income for the Applicable Period (as defined below), regardless of whether such items are included in other comprehensive income or loss or in net income and (iv) one-time events pursuant to changes in GAAP and certain material non-cash income or expense items, in each case after discussions between the Investment Manager and the Board and approved by a majority of the Board. “Applicable Period” means the calendar quarter (or part thereof) for which the calculation of the Incentive Fee is being made. The Investment Manager is entitled to receive an Incentive Fee with respect to any Units that are repurchased at the end of any calendar quarter (in connection with repurchases of such Units pursuant to the Unit repurchase plan) in an amount calculated as described above with the relevant period being the portion of the calendar quarter for which such Unit was outstanding, and proceeds for any such Unit repurchase will be reduced by the amount of any such Incentive Fee. In the sole discretion of the Company, the Incentive Fee may be waived, reduced or calculated differently with respect to the Units held by certain Members, including, without limitation, a Related Investor, so long as such waiver, reduction or calculation does not result in a preferential dividend under Section 562(c) of the Code. Due to the fact that the Incentive Fee is calculated at the Company level in the aggregate and not charged separately with respect to each Member, it is possible that the Company may be charged the Incentive Fee despite the Member’s particular investment in the Company having a negative performance during a calendar quarter. For the years ended December 31, 2023 and 2022, the Company incurred Incentive Fees of $1.5 million and $0.3 million, respectively of which the Investment Manager waived $0 and $0, respectively. As of December 31, 2023 and December 31, 2022 the Incentive Fees payable amounted to $1.5 million and $0.3 million, respectively and are included in the consolidated balance sheets in the accompanying financial statements. Expense Reimbursement Pursuant to an Expense Limitation Agreement, as amended on June 20, 2022, the Investment Manager may determine to cap Organizational Expenses and Company Expenses in the aggregate that are borne by the Company to the extent necessary to prevent Organizational Expenses and Company Expenses, on an annualized basis, from exceeding a percentage determined by the Investment Manager in its discretion. This cap will be maintained until the third anniversary of the Initial Closing. Pursuant to the cap, any fees waived and expenses borne by the Investment Manager may be charged to the Company during the three year period that the Expense Cap is in place, provided that no such payment will be made that would cause the Company’s expenses to exceed the same cap. Extraordinary expenses (including, but not limited to, litigation expenses, indemnification expenses, lender liability expenses and other expenses not incurred in the ordinary course of the Company’s business), the Management Fee, the Incentive Fee, interest expenses, financing costs and expenses, reserves for and costs associated with determining current expected credit losses, loan servicing fees and expenses and other fees and expenses incurred in connection with the acquisition, disposition, ownership and operating of the Portfolio Investments will not be included as Company Expenses for purposes of calculating the expense cap. For the years ended December 31, 2023 and 2022, the Company incurred expenses in excess of the Expense Cap totaling $0 million and $0.4 million, respectively. As of December 31, 2023 and December 31, 2022 the Company is owed reimbursements of $0 million and $0.9 million, respectively, from the Investment Manager and is included in the consolidated balance sheets in the accompanying financial statements. It is expected the reimbursement amounts will be fully paid by at the third anniversary of the initial closing or as soon as practical. |