T. ROWE PRICE OHA FLEXIBLE CREDIT INCOME FUND
Quarterly Holdings Report - Part F
As of September 30, 2024
T. Rowe Price OHA Flexible Credit Income Fund
Schedule of Investments
September 30, 2024
(Unaudited)
(in thousands)
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Investments (1) | Footnotes | Reference Rate and Spread | Interest Rate (2) | Maturity Date | Par Amount/Units | Cost (3) | Fair Value | % of Net Assets |
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Investments - Corporate Loans | | | | | | | | | | |
First Lien Debt | | | | | | | | | | |
Broadcasting and Entertainment | | | | | | | | | | |
Global Music Rights | (4) (5) (6) | S+ | 5.50% | | 10.20 | % | 8/27/2029 | $ | 163 | $ | (1) | $ | — | —% |
Global Music Rights | (4) (5) (7) | S+ | 5.50% | | 10.20 | % | 8/27/2030 | 1,785 | 1,777 | 1,785 | 1.65 |
Learfield Communications | (5) (7) | S+ | 5.50% | | 10.35 | % | 6/30/2028 | 900 | 900 | 900 | 0.83 |
| | | | | | | | 2,676 | 2,685 | 2.48 |
Chemicals, Plastics and Rubber | | | | | | | | | | |
ASP Unifrax Holdings, Inc. | (4) (5) | S+ | 7.75% | | 12.35 | % | 9/28/2029 | 5,000 | 4,788 | 4,788 | 4.43 |
| | | | | | | | 4,788 | | 4,788 | | 4.43 | |
Consumer Goods: Durable | | | | | | | | | | |
Marcone Yellowstone Buyer, Inc. | (4) (5) (7) | S+ | 6.25% | | 11.73 | % | 6/23/2028 | 899 | 878 | 865 | 0.80 |
Marcone Yellowstone Buyer, Inc. | (4) (5) | S+ | 6.25% | | 11.73 | % | 6/23/2028 | 98 | 95 | 94 | 0.09 |
Marcone Yellowstone Buyer, Inc. | (4) (5) (7) | S+ | 6.25% | | 11.73 | % | 6/23/2028 | 2,704 | 2,643 | 2,603 | 2.41 |
| | | | | | | | 3,616 | 3,562 | 3.30 |
Finance | | | | | | | | | | |
Beacon Pointe Advisors, LLC | (4) (5) (8) | S+ | 4.75% | | 9.49 | % | 12/29/2028 | 210 | 210 | 210 | 0.19 |
Beacon Pointe Advisors, LLC | (4) (5) (8) | S+ | 4.75% | | 9.49 | % | 12/29/2028 | 736 | 736 | 734 | 0.68 |
Beacon Pointe Advisors, LLC | (4) (5) (6) | S+ | 4.75% | | 9.49 | % | 12/29/2027 | 199 | — | — | — |
Beacon Pointe Advisors, LLC | (4) (5) (7) (8) | S+ | 4.75% | | 9.49 | % | 12/29/2028 | 1,877 | 1,877 | 1,873 | 1.73 |
Spectrum Automotive Holdings, Corp. | (4) (5) (6) | S+ | 5.25% | | 9.85 | % | 6/29/2028 | 763 | 753 | 753 | 0.70 |
Spectrum Automotive Holdings, Corp. | (4) (5) (6) | S+ | 5.25% | | 9.85 | % | 6/29/2027 | 104 | (1) | (1) | — |
Spectrum Automotive Holdings, Corp. | (4) (5) (7) (8) | S+ | 5.25% | | 9.85 | % | 6/29/2028 | 2,736 | 2,722 | 2,722 | 2.52 |
| | | | | | | | 6,297 | 6,291 | 5.82 |
Healthcare, Education and Childcare | | | | | | | | | | |
CNSI Holdings, LLC | (4) (5) (6) | S+ | 5.50% | | 10.14 | % | 12/17/2029 | 311 | (1) | (1) | — |
CNSI Holdings, LLC | (4) (5) (7) (8) | S+ | 5.50% | | 10.10 | % | 12/17/2029 | 2,037 | 2,032 | 2,032 | 1.88 |
Antylia Scientific | (4) (5) (8) | S+ | 5.50% | | 10.82 | % | 11/1/2028 | 391 | 387 | 387 | 0.36 |
Antylia Scientific | (4) (5) (6) | S+ | 5.50% | | 10.82 | % | 10/30/2026 | 424 | (4) | (4) | — |
Antylia Scientific | (4) (5) (8) | S+ | 5.50% | | 10.82 | % | 11/1/2028 | 3,915 | 3,876 | 3,876 | 3.58 |
| | | | | | | | 6,290 | 6,290 | 5.82 |
High Tech | | | | | | | | | | |
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Investments (1) | Footnotes | Reference Rate and Spread | Interest Rate (2) | Maturity Date | Par Amount/Units | Cost (3) | Fair Value | % of Net Assets |
Diligent Corporation | (4) (5) (7) | S+ | 5.00% | | 10.09 | % | 8/2/2030 | 842 | 836 | 840 | 0.78 |
Diligent Corporation | (4) (5) (7) | S+ | 5.00% | | 10.09 | % | 8/2/2030 | 144 | 143 | 144 | 0.13 |
Diligent Corporation | (4) (5) (6) | S+ | 5.00% | | 10.09 | % | 8/2/2030 | 187 | (1) | — | — |
GS AcquisitionCo, Inc. | (4) (5) (6) | S+ | 5.25% | | 9.85 | % | 5/25/2028 | 12 | — | — | — |
GS AcquisitionCo, Inc. | (4) (5) (7) | S+ | 5.25% | | 9.85 | % | 5/25/2028 | 1,254 | 1,248 | 1,248 | 1.15 |
Ministry Brands Purchaser, LLC | (4) (5) | S+ | 5.50% | | 10.45 | % | 12/29/2028 | 154 | 150 | 152 | 0.14 |
Ministry Brands Purchaser, LLC | (4) (5) (6) | S+ | 5.50% | | 10.45 | % | 12/30/2027 | 149 | (3) | (2) | — |
Ministry Brands Purchaser, LLC | (4) (5) | S+ | 5.50% | | 10.45 | % | 12/29/2028 | 1,519 | 1,488 | 1,500 | 1.39 |
Finastra USA, Inc. | (4)(5) | S+ | 7.25% | | 12.18 | % | 9/13/2029 | 3,516 | 3,551 | 3,551 | 3.28 |
Finastra USA, Inc. | (4)(5)(6) | S+ | 7.25% | | 12.18 | % | 9/13/2029 | 367 | 170 | 170 | 0.16 |
MRI Software LLC | (4) (5) (7) (8) | S+ | 4.75% | | 9.35 | % | 2/10/2027 | 1,965 | 1,955 | 1,945 | 1.80 |
MRI Software LLC | (4) (5) (7) (8) | S+ | 4.75% | | 9.35 | % | 2/10/2027 | 311 | 310 | 308 | 0.28 |
MRI Software LLC | (4) (5) (6) | S+ | 5.50% | | 10.93 | % | 2/10/2027 | 139 | (1) | (1) | — |
| | | | | | | | 9,846 | 9,855 | 9.11 |
Insurance | | | | | | | | | | |
Alera Group Holdings, Inc. | (4) (5) (7) | S+ | 5.25% | | 10.10 | % | 10/2/2028 | 718 | 718 | 718 | 0.66 |
Alera Group Holdings, Inc. | (4) (5) (7) | S+ | 5.25% | | 10.10 | % | 10/2/2028 | 2,526 | 2,526 | 2,526 | 2.34 |
Peter C. Foy & Associates Insurance Services, LLC | (4) (5) (7) | S+ | 5.50% | | 10.75 | % | 11/1/2028 | 777 | 775 | 775 | 0.72 |
Peter C. Foy & Associates Insurance Services, LLC | (4) (5) (6) | S+ | 5.50% | | 10.75 | % | 11/1/2027 | 133 | — | — | — |
Peter C. Foy & Associates Insurance Services, LLC | (4) (5) (7) | S+ | 5.50% | | 10.59 | % | 11/1/2028 | 2,798 | 2,791 | 2,791 | 2.58 |
RSC Acquisition, Inc. | (4) (5) (6) | S+ | 4.75% | | 9.87 | % | 11/1/2029 | 97 | — | — | — |
RSC Acquisition, Inc. | (4) (5) (8) | S+ | 4.75% | | 9.35 | % | 11/1/2029 | 781 | 777 | 777 | 0.72 |
RSC Acquisition, Inc. | (4) (5) (8) | S+ | 4.75% | | 9.35 | % | 11/1/2029 | 2,957 | 2,943 | 2,943 | 2.72 |
| | | | | | | | 10,530 | 10,530 | 9.74 |
Media: Diversified & Production | | | | | | | | | | |
Circana Group, L.P. | (4) (5) (6) | S+ | 5.00% | | 9.85 | % | 12/1/2027 | 230 | 153 | 154 | 0.14 |
Circana Group, L.P. | (4) (5) (7) (8) | S+ | 5.00% | | 9.85 | % | 12/1/2028 | 3,579 | 3,541 | 3,543 | 3.28 |
| | | | | | | | 3,694 | 3,697 | 3.42 |
Personal and Nondurable Consumer Products (Manufacturing only) | | | | | | | | | | |
Revlon | (5) (7) | S+ | 6.88% | | 11.28 | % | 5/2/2028 | 2,000 | 1,998 | 1,978 | 1.83 |
| | | | | | | | 1,998 | 1,978 | 1.83 |
Services: Business | | | | | | | | | | |
IG Investment Holdings, LLC | (4) (5) (6) | S+ | 6.00% | | 11.35 | % | 9/22/2027 | 260 | (1) | — | — |
IG Investment Holdings, LLC | (4) (5) (7) | S+ | 6.00% | | 11.35 | % | 9/22/2028 | 3,248 | 3,240 | 3,248 | 3.00 |
GC Waves Holdings, Inc. | (4)(5) | S+ | 5.25% | | 10.20 | % | 8/10/2029 | 3,613 | 3,613 | 3,613 | 3.34 |
PT Intermediate Holdings III, LLC | (4) (5) (6) | S+ | 4.75% | (1.75% PIK) | 9.35 | % | 4/9/2030 | 86 | 9 | 9 | 0.01 |
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Investments (1) | Footnotes | Reference Rate and Spread | Interest Rate (2) | Maturity Date | Par Amount/Units | Cost (3) | Fair Value | % of Net Assets |
PT Intermediate Holdings III, LLC | (4) (5) (7) | S+ | 5.00% | (1.75% PIK) | 9.60 | % | 4/9/2030 | 4,034 | 4,038 | 4,027 | 3.72 |
USIC Holdings Inc. | (4) (5) (6) | S+ | 5.50% | | 10.35 | % | 9/10/2031 | 215 | 103 | 100 | 0.09 |
USIC Holdings Inc. | (4) (5) (6) | S+ | 5.25% | | 10.10 | % | 9/10/2031 | 99 | — | — | — |
USIC Holdings Inc. | (4) (5) | S+ | 5.50% | | 10.35 | % | 9/10/2031 | 1,686 | 1,678 | 1,668 | 1.54 |
| | | | | | | | 12,680 | 12,665 | 11.70 |
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First Lien Debt Total | | | | | | | | $ | 62,415 | $ | 62,341 | 57.65% |
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Second Lien Debt | | | | | | | | | | |
Aerospace and Defense | | | | | | | | | | |
Peraton Corp. | (4) (7) | S+ | 7.75% | | 12.97 | % | 2/1/2029 | 1,256 | 1,264 | 1,183 | 1.09 |
Peraton Corp. | (4) (7) | S+ | 8.00% | | 13.22 | % | 2/1/2029 | 1,900 | 1,915 | 1,790 | 1.65 |
| | | | | | | | 3,179 | 2,973 | 2.74 |
Banking | | | | | | | | | | |
Orion Advisor Solutions, Inc. | (4) (5) | S+ | 8.00% | | 13.25 | % | 9/24/2028 | 5,296 | 5,348 | 5,258 | 4.86 |
| | | | | | | | 5,348 | 5,258 | 4.86 |
Capital Equipment | | | | | | | | | | |
Infinite Bidco LLC | (4) (7) | S+ | 7.00% | | 12.51 | % | 3/2/2029 | 800 | 684 | 677 | 0.63 |
| | | | | | | | 684 | 677 | 0.63 |
Healthcare, Education and Childcare | | | | | | | | | | |
Electron BidCo Inc. | (4) (5) (7) | S+ | 6.75% | | 11.71 | % | 11/1/2029 | 3,731 | 3,712 | 3,731 | 3.45 |
Bella Holding Company, LLC | (4) (5) (7) | S+ | 7.00% | | 11.95 | % | 5/10/2029 | 1,633 | 1,633 | 1,633 | 1.51 |
| | | | | | | | 5,345 | 5,364 | 4.96 |
High Tech | | | | | | | | | | |
OceanKey (U.S.) II Corp. | (4) (5) (7) | S+ | 6.75% | | 11.70 | % | 12/17/2029 | 3,700 | 3,663 | 3,672 | 3.39 |
Polaris Newco LLC | (4) (5) (7) | S+ | 9.00% | | 14.16 | % | 6/4/2029 | 8,000 | 8,000 | 8,000 | 7.40 |
| | | | | | | | 11,663 | 11,672 | 10.79 |
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Services: Business | | | | | | | | | | |
Vision Solutions, Inc. | (4) | S+ | 7.25% | | 12.76 | % | 4/23/2029 | 3,430 | 3,315 | 3,231 | 2.99 |
| | | | | | | | | | |
| | | | | | | | 3,315 | 3,231 | 2.99 |
Services: Consumer | | | | | | | | | | |
All My Sons Moving and Storage of Kansas LLC | (4) (5) (7) | S+ | 7.75% | | 12.71 | % | 10/25/2029 | 2,900 | 2,893 | 2,893 | 2.67 |
| | | | | | | | 2,893 | 2,893 | 2.67 |
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Second Lien Debt Total | | | | | | | | $ | 32,427 | $ | 32,068 | 29.64% |
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Investments (1) | Footnotes | Reference Rate and Spread | Interest Rate (2) | Maturity Date | Par Amount/Units | Cost (3) | Fair Value | % of Net Assets |
Corporate Loans Total | | | | | | | | $ | 94,842 | $ | 94,409 | 87.29% |
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Investments - Asset Backed Securities | | | | | | | | | | |
Structured Finance | | | | | | | | | | |
Madison Park Funding XXVIII Ltd | | | | | | 7/15/2030 | 1,200 | 515 | 486 | 0.45 |
Magnetite XVII Ltd | | | | | | 7/20/2031 | 1,250 | 838 | 763 | 0.71 |
Magnetite XVII Ltd | | | | | | 7/20/2031 | 900 | 603 | 549 | 0.51 |
RR 7 | (7)(8) | | | | | 1/15/2033 | 1,000 | 504 | 462 | 0.43 |
Trinitas CLO XIV | | | | | | 1/25/2034 | 800 | 806 | 804 | 0.74 |
Asset Backed Securities Total | | | | | | | | 3,266 | 3,064 | 2.84 |
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Investments - Bonds | | | | | | | | | | |
Telecommunications | | | | | | | | | | |
CommScope, Inc. | | | | | 6.00 | % | 3/1/2026 | 400 | 357 | 389 | 0.36 |
Bonds Total | | | | | | | | 357 | 389 | 0.36 |
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Total Investments | | | | | | | | $ | 98,465 | $ | 97,862 | 90.49% |
(1)Unless otherwise indicated, issuers of debt investments held by T. Rowe Price OHA Flexible Credit Income Fund (the "Fund" or "OFLEX") (which such term “Fund” shall include the Fund’s subsidiaries for purposes of this Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated.
(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”), or SOFR including SOFR adjustment, if any, (“S”) at the borrower's option which generally resets periodically. L and S loans are typically indexed to 12 month, 6 month, 3 month or 1 month L or S rates. For each such loan, the Fund has provided the interest rate in effect on the date presented.
(3)The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
(4)Investment valued using unobservable inputs (Level 3). See Note 3.
(5)Loan includes interest rate floor feature
(6)Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See Note 4 Commitments and Contingencies for details of unfunded commitments.
(7)Position or portion thereof unsettled as of September 30, 2024.
(8)The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Fund may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Fund’s total assets. As of September 30, 2024, non-qualifying assets totaled 0.0% of the Fund’s total assets.
Notes to Financial Statements
Note 1. Organization
The Fund was formed on May 14, 2024 as a Delaware statutory trust and commenced operations on June 17, 2024. OHA Private Credit Advisors II, L.P. (the “Adviser”) is the investment adviser of the Fund. The Adviser is registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). The Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a non-diversified, closed-end management investment company that is operated as an interval fund. The Fund intends to elect to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
The Fund’s investment objective is to produce current income. The Fund seeks to achieve its investment objective by opportunistically allocating its assets across a wide range of credit strategies. Under normal circumstances, the Fund will invest at least 80% of its assets in fixed-income securities and credit instruments ("Credit"). The Fund will opportunistically allocate its investments in Credit across any number of the following credit strategies: (a) liquid credit (including broadly syndicated loans and credit selection in high yield bonds and leveraged loans); (b) direct lending (including first lien loans and unitranche loans); (c) junior capital solutions (including unsecured debt, second lien loans, mezzanine loans and preferred equity); (d) structured credit (including collateralized loan obligations, or “CLOs”); (e) asset-based lending (including, but not limited to, credit investments, investments in infrastructure, shipping, aviation and telecommunications); and (f) special situations (including stressed and non-control distressed credit and opportunities arising due to market dislocation).
The Fund may invest in additional strategies in the future. While some of the loans in which the Fund will invest pursuant to the foregoing may be secured, the Fund may also invest in debt securities that are either unsecured and subordinated to substantial amounts of senior indebtedness, or a significant portion of which may be unsecured. Some of the loans in which the Fund may invest may be “covenant-lite” loans. The Fund normally will invest in a number of different countries. There is no minimum or maximum limit on the amount of the Fund’s assets that may be invested in non-U.S. securities. The Fund’s portfolio composition is expected to change over time as the Adviser’s view changes on, among other things, the economic and credit environment (including with respect to interest rates) in which the Fund is operating.
The Fund will offer to sell any combination of three separate classes of common shares including Class A shares, Class D shares, and Class I shares. The share classes will have different ongoing shareholder servicing and/or distribution fees. The initial purchase price for the common shares of beneficial interest is $25.00 per share. Thereafter, the purchase price per share for each class of common shares equals the net asset value (“NAV”) per share, as of the effective date of the daily share purchase date when the Fund is offered on a daily basis and calculates a daily NAV per Share. T. Rowe Price Investment Services, Inc., the managing dealer (the “Managing Dealer”) will use its best efforts to sell shares, but is not obligated to purchase or sell any specific amount of shares in the offering. The Fund may also engage in private offerings of its common shares.
The Fund is operated as an interval fund under Rule 23c-3 of the 1940 Act. As an interval fund, the Fund has adopted a fundamental policy to conduct quarterly repurchase offers for at least 5% and up to 25% of the outstanding shares at NAV, subject to certain conditions. The Fund will not otherwise be required to repurchase or redeem shares at the option of a shareholder. It is possible that a repurchase offer may be oversubscribed, in which case shareholders may only have a portion of their shares repurchased.
Note 2. Significant Accounting Policies
Basis of Presentation
The Fund’s financial statements have been prepared in accordance with U.S. GAAP. The Fund is an investment company and accordingly will follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. U.S. GAAP for an investment company requires investments to be recorded at fair value. The carrying value for all other assets and liabilities approximates their fair value.
Basis of Accounting
The Fund is an investment company and, therefore, applies the specialized accounting and reporting guidance in ASC Topic 946, Financial Services – Investment Companies. ASC Topic 946 states that consolidation by the Fund of an investee that is not an investment company is not appropriate, except when the Fund holds a controlling interest in an
operating company that provides all or substantially all of its services directly to the Fund or to its portfolio companies. None of the portfolio investments made by the Fund qualify for this exception.
Note 3. Investments
Pursuant to Rule 2a-5 under the 1940 Act, the Board designated the Adviser as the Fund’s “valuation designee” to determine the valuation of the Fund’s investments. The Adviser values the investments owned by the Fund in accordance with the Adviser’s valuation policies and procedures, subject at all times to the oversight of the Board. The Adviser values the Fund’s investments in accordance with ASC 820, Fair Value Measurement (“ASC 820”), which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. ASC 820 prioritizes the use of observable market prices derived from such prices over entity-specific inputs. Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material.
Investments that are listed or traded on an exchange and are freely transferable are valued at either the closing price (in the case of securities and futures) or the mean of the closing bid and offer (in the case of options) on the principal exchange on which the investment is listed or traded. Investments for which other market quotations are readily available will typically be valued at such market quotations. Market quotations are obtained from an independent pricing service, where available. If a price cannot be obtained from an independent pricing service or if the independent pricing service is not deemed to be current with the market, certain investments held by the Fund will be valued on the basis of prices provided by principal market makers. Generally, investments marked in this manner will be marked at the mean of the bid and ask of the independent broker quotes obtained. To validate market quotations, the Fund utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available will be valued at a price that reflects such security’s fair value, as determined in good faith pursuant to procedures adopted by, and under the oversight of, the Board, based on, among other things, the input of the Adviser, the Audit Committee and independent valuation firms engaged at the direction of the Board to review the Fund’s investments.
With respect to unquoted portfolio investments, the Fund will value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public, and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Fund will use the pricing indicated by the external event to corroborate and/or assist in valuation.
With respect to the valuation of investments, the Fund undertakes a multi-step valuation process in connection with determining the fair value of its investments for which reliable market quotations are not readily available, which includes, among other procedures, the following:
•The valuation process begins with each investment being preliminarily valued by the Adviser’s valuation team in consultation with the Adviser’s investment professionals responsible for each portfolio investment;
•Generally, investments that constitute a material portion of the Fund’s portfolio are periodically reviewed by independent valuation firms. The independent valuation firms provide a final range of values on such investments to the Adviser. The independent valuation firms also provide analyses to support their valuation methodology and calculations;
•The Adviser’s valuation committee with respect to the Fund (the “Valuation Committee”) reviews each valuation recommendation to confirm they have been calculated in accordance with the Fund’s valuation policy and when applicable, compares such valuations to the independent valuation firms’ valuation ranges to ensure the Adviser’s valuations are reasonable;
•The Adviser’s Valuation Committee then determines fair value marks for each of the Fund’s portfolio investments; and
•The Board and Audit Committee periodically review the valuation process and provide oversight in accordance with the requirements of Rule 2a-5 under the 1940 Act.
As part of the valuation process, the Fund will take into account relevant factors in determining the fair value of the Fund’s investments for which reliable market quotations are not readily available, many of which are loans, including and in combination, as relevant: the estimated enterprise value of a portfolio company, analysis of discounted cash flows,
publicly traded comparable companies and comparable transactions; the nature and realizable value of any collateral; the portfolio company’s ability to make payments based on its earnings and cash flow; the markets in which the portfolio company does business; and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future.
The Fund has and will continue to engage independent valuation firms to provide assistance regarding the determination of the fair value of the Fund’s portfolio securities for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment, and the Adviser and the Fund may reasonably rely on that assistance. However, the Adviser is responsible for the ultimate valuation of the portfolio investments at fair value as determined in good faith pursuant to the Fund’s valuation policy, the Board’s oversight and a consistently applied valuation process.
The Fund applies ASC 820, which establishes a framework for measuring fair value in accordance with US GAAP and required disclosures of fair value measurements. The fair value of a financial instrument is the amount that would be received in an orderly transaction between market participants at the measurement date. The Fund determines the fair value of investments consistent with its valuation policy. The Fund discloses the fair value of its investments in a hierarchy which prioritizes and ranks the level of market observability used in the determination of fair value. In accordance with ASC 820, these levels are summarized below:
•Level 1 — Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date.
•Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
•Level 3 — Valuations based on inputs that are unobservable and significant to the fair value measurement.
A financial instrument’s level within the hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuations of Level 2 investments are generally based on quotations received from pricing services, dealers or brokers where there is sufficient quote depth. Consideration is given to the source and nature of the quotations and the relationship of recent market activity to the quotations provided.
Transfers between levels, if any, are recognized at the beginning of the reporting period in which the transfers occur. The Fund evaluates the source of inputs used in the determination of fair value, including any markets in which the investments, or similar investments, are trading. When the fair value of an investment is determined using inputs from a pricing service (or principal market makers), the Fund considers various criteria in determining whether the investment should be classified as a Level 2 or Level 3 investment. Criteria considered includes the pricing methodologies of the pricing services (or principal market makers) to determine if the inputs to the valuation are observable or unobservable, as well as the number of prices obtained and an assessment of the quality of the prices obtained. The level of an investment within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment.
The fair value assigned to these investments is based upon available information and may fluctuate from period to period. In addition, it does not necessarily represent the amount that might ultimately be realized upon sale. Due to inherent uncertainty of valuation, the estimated fair value of investments may differ from the value that would have been used had a ready market for the security existed, and the difference could be material
The composition of the Fund’s investment portfolio at cost and fair value as of September 30, 2024 was as follows:
| | | | | | | | | | | | | | | | | |
| September 30, 2024 |
| Amortized Cost | | Fair value | | % of Total Investments at Fair Value |
| | | | | |
First Lien Debt | $ | 62,415 | | $ | 62,341 | | 63.7% |
Second Lien Debt | 32,427 | | 32,068 | | 32.8% |
Asset-Backed Securities | 3,266 | | 3,064 | | 3.1% |
Corporate Bonds | 357 | | 389 | | 0.4% |
Total investments | $ | 98,465 | | $ | 97,862 | | 100.0% |
The following table presents the fair value hierarchy of investments as of September 30, 2024, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
| | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2024 |
| Level 1 | | Level 2 | | Level 3 | | Total |
First Lien Debt | $ | — | | $ | 2,877 | | $ | 59,464 | | $ | 62,341 |
Second Lien Debt | — | | 6,880 | | 25,188 | | 32,068 |
Asset-Backed Securities | — | | 3,064 | | — | | 3,064 |
Corporate Bonds | — | | 389 | | — | | 389 |
Total Investments | $ | — | | $ | 13,210 | | $ | 84,652 | | $ | 97,862 |
The following table presents change in the fair value of financial instruments for which Level 3 inputs were used to determine the fair value:
| | | | | | | | | | | | | | | | | | |
| For the period from June 17, 2024 (commencement of operations) to September 30, 2024 | |
| First Lien Debt | | Second Lien Debt | | Total Investments | |
Fair value, beginning of period | $ | — | | $ | — | | $ | — | |
Purchases of investments | 63,605 | | 30,865 | | 94,470 | |
Proceeds from principal repayments and sales of investments | (4,104) | | (5,620) | | (9,724) | |
Accretion of discount/amortization of premium | 19 | | — | | 19 | |
Net realized gain (loss) | 19 | | 7 | | 26 | |
Net change in unrealized appreciation (depreciation) | (75) | | (64) | | (139) | |
Transfers into Level 3 (1) | — | | — | | — | |
Transfers out of Level 3 (1) | — | | — | | — | |
Fair value, end of period | $ | 59,464 | | $ | 25,188 | | $ | 84,652 | |
Net change in unrealized appreciation (depreciation) related to financial instruments still held as of September 30, 2024 | $ | (75) | | $ | (64) | | $ | (139) | |
| | | | | | |
| | | | | | |
(1)For the period from June 17, 2024 (commencement of operations) to September 30, 2024, there were no transfers into or out of Level 3.
Significant Unobservable Inputs
In accordance with ASC 820, the following table provides quantitative information about the significant unobservable inputs of the Fund’s Level 3 investments as of September 30, 2024. The table is not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Fund’s determination of fair value.
| | | | | | | | | | | | | | |
| September 30, 2024 |
| Fair Value | Valuation Techniques | Unobservable Input | Range/Input (Weighted Average)(1) |
Assets: | | | | |
First Lien Debt | $ | 52,908 | Discounted cash flow | Comparative Yield | 8.1% - 11.0% (8.9%) |
First Lien Debt | 6,556 | Precedent Transaction | Cost | N/A |
Total First Lien Debt | 59,464 | | | |
Second Lien Debt | 25,188 | Discounted cash flow | Comparative Yield | 10.1% - 12.4% (11.0%) |
Total Second Lien Debt | 25,188 | | | |
Total Assets | $ | 84,652 | | | |
(1)Weighted averages are calculated based on fair value of investments.
The Fund used the income approach to determine the fair value of certain Level 3 assets as of September 30, 2024. The significant unobservable inputs used in the income approach is the comparative yield and discount rate. The comparative yield and discount rate is used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value.
Note 4: Commitments and Contingencies
The Fund’s investment portfolio may contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of September 30, 2024, the Fund had unfunded commitments to fund delayed draw and revolving debt of $0.2 million and $2.6 million, respectively. The fair value of the unfunded positions is included in the investments at fair value on the Schedule of Investments.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments— non-controlled/non-affiliated | | Commitment Type | | Commitment Expiration Date | | Unfunded | | Total Commitment Fair Value |
Antylia Scientific | | Revolver | | 10/30/2026 | | $ | 424 | | $ | (4) |
Beacon Pointe Advisors, LLC | | Revolver | | 12/29/2027 | | 199 | | (1) |
Circana Group, L.P. | | 2024 Revolver | | 12/01/2027 | | 74 | | 154 |
CNSI Holdings, LLC | | Revolver | | 12/17/2029 | | 311 | | (1) |
Diligent Corporation | | Incremental Revolver | | 08/02/2030 | | 187 | | — |
Finastra USA, Inc. | | 2023 Revolver | | 09/13/2029 | | 197 | | 170 |
Global Music Rights | | Revolver | | 08/27/2029 | | 163 | | — |
GS AcquisitionCo, Inc. | | Incremental Revolver | | 05/25/2028 | | 12 | | — |
IG Investment Holdings, LLC | | Revolver | | 09/22/2027 | | 260 | | — |
Ministry Brands Purchaser, LLC | | Revolver | | 12/30/2027 | | 149 | | (2) |
MRI Software LLC | | Revolver | | 02/10/2027 | | 139 | | (1) |
Peter C. Foy & Associates Insurance Services, LLC | | Revolver | | 11/01/2027 | | 133 | | — |
PT Intermediate Holdings III, LLC | | 2024 Delayed Draw Term Loan | | 04/09/2030 | | 77 | | 9 |
RSC Acquisition, Inc. | | Revolver | | 10/30/2029 | | 97 | | — |
Spectrum Automotive Holdings, Corp. | | Delayed Draw Term Loan | | 06/29/2028 | | 6 | | 753 |
Spectrum Automotive Holdings, Corp. | | Revolver | | 06/29/2027 | | 104 | | (1) |
USIC Holdings Inc. | | Revolver | | 09/10/2031 | | 110 | | 100 |
USIC Holdings Inc. | | Delayed Draw Term Loan | | 09/10/2031 | | 99 | | — |
Total | | | | | | $ | 2,740 | | $ | 1,176 |
Note 5. Subsequent Events
Subsequent events have been evaluated through the dates the schedule of investments was issued. There have been no subsequent events that require recognition or disclosure through the date the schedule of investments was issued, except as disclosed below.
CIBC Credit Facility Agreement
On October 11, 2024 (the “Effective Date”), the Fund entered into a loan and servicing agreement (the “CIBC Loan Agreement” or the “CIBC Credit Facility”), among TRP OHA FCI SPV Funding I, LLC, as borrower, the Fund, as transferor, TRP OHA FCI Servicer Funding I, LLC, as servicer, The Bank of New York Mellon Trust Company, National Association, as securities intermediary, collateral custodian, collateral agent and collateral administrator, the lenders party thereto, and Canadian Imperial Bank of Commerce (“CIBC”), as administrative agent (the “Administrative Agent”). The facility amount under the CIBC Loan Agreement is $50.0 million (the “Maximum Commitment”).
Proceeds of the loans under the CIBC Loan Agreement may be used to acquire certain qualifying loans and such other uses as permitted under the CIBC Loan Agreement. The period from the closing date until October 11, 2027 is referred to as the reinvestment period and during such reinvestment period, the Borrower may request drawdowns under the CIBC Loan Agreement. The final maturity date is the earliest of: (a) the business day designated by the Borrower as the final maturity date upon not less than three business days’ prior written notice to the Administrative Agent, the Collateral Agent and the Lenders, (b) October 11, 2029, and (c) the date on which the Administrative Agent or the required lenders provide notice of the declaration of the final maturity date after the occurrence of an event of default. The CIBC Loan Agreement includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature.
Assets that are pledged as collateral under the CIBC Loan Agreement are not available to the creditors of the Fund to satisfy any obligations of the Fund other than the Fund’s obligations under the CIBC Loan Agreement.
Borrowings under the CIBC Loan Agreement bear interest at (a) in the case of borrowings denominated in USD, either Daily Simple SOFR or Term SOFR, at the election of the Borrower, plus 2.10%, (b) in the case of borrowings denominated in GBP, Daily Simple SONIA plus 2.10%, (c) the case of borrowings denominated in CAD, Term CORRA plus 2.10% or (d) the case of borrowings denominated in EUR, EURIBOR plus 2.10%. The Fund is to pay an unused commitment fee of 50 basis points (0.50%) per annum on certain unused amounts subject to a 50% minimum utilization beginning April 11, 2025. The stated maturity date is October 11, 2029.