As filed with the Securities and Exchange Commission on December 19, 2025

Securities Act File No. 333-    

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-14

 

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. ☐

Post-Effective Amendment No. ☐

 

 

MSD INVESTMENT CORP.

(Exact name of registrant as specified in charter)

 

 

550 Madison Ave, 20th Floor

New York, New York 10022

(212) 303-4728

(Address and telephone number, including area code, of principal executive offices)

Saritha Reddy

Chief Compliance Officer

MSD Investment Corp.

550 Madison Ave, 20th Floor

New York, New York 10022

(Name and address of agent for service)

 

 

COPIES TO:

 

Monica J. Shilling Van Whiting Kirkland & Ellis LLP 2049 Century Park East, 37th Floor Los Angeles, California 90067 (310) 552-4200		Nicole M. Runyan Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (212) 446-4800

 

 

Approximate Date of Proposed Public Offering: As soon as practicable after this registration statement becomes effective and upon completion of the transactions described in the enclosed document.

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

The information in this preliminary prospectus is not complete and may be changed. We may not complete exchange offers until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED DECEMBER 19, 2025

PRELIMINARY PROSPECTUS

MSD Investment Corp.

Offer to Exchange

$500,000,000 aggregate principal amount of 6.250% Notes due 2030

$400,000,000 aggregate principal amount of 6.125% Notes due 2031

For

$500,000,000 aggregate principal amount of 6.250% Notes due 2030

$400,000,000 aggregate principal amount of 6.125% Notes due 2031

Registered under the Securities Act of 1933, as amended

 

 

MSD Investment Corp., a Maryland corporation (together, with its consolidated subsidiaries, the “Company,” “we,” “us” or “our”), is an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). We are offering to exchange all of our outstanding (i) 6.250% Notes due 2030 (the “2030 Restricted Notes”) that were issued in a transaction on April 2, 2025 not requiring registration with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) for an equal aggregate principal amount of our new 6.250% Notes due 2030 that have been registered with the SEC under the Securities Act (the “2030 Exchange Notes”) and (ii) 6.125% Notes due 2031 (the “2031 Restricted Notes”) that were issued in a transaction on December 5, 2025 not requiring registration with the SEC under the Securities Act for an equal aggregate principal amount of our new 6.125% Notes due 2031 that have been registered with the SEC under the Securities Act (the “2031 Exchange Notes”). We refer to the 2030 Restricted Notes and 2030 Exchange Notes collectively as the “2030 Notes” and to the 2031 Restricted Notes and 2031 Exchange Notes collectively as the “2031 Notes.” We refer to the 2030 Restricted Notes and 2031 Restricted Notes collectively as the “Restricted Notes” and to the 2030 Exchange Notes and 2031 Exchange Notes collectively as the “Exchange Notes.” We refer to the 2030 Notes and 2031 Notes collectively as the “Notes.” We will pay interest on the 2030 Notes on May 31 and November 30 of each year. We will pay interest on the 2031 Notes on February 5 and August 5 of each year, beginning August 5, 2026. The 2030 Notes will mature on May 31, 2030. The 2031 Notes will mature on February 5, 2031.

If you participate in the exchange offer, you will receive the applicable series of Exchange Notes for the applicable series of Restricted Notes that you validly tendered. The terms of the applicable series of Exchange Notes are substantially identical to those of the applicable series of Restricted Notes, except that the transfer restrictions and registration rights relating to the Restricted Notes will not apply to the Exchange Notes, and the Exchange Notes will not provide for the payment of additional interest in the event of a Registration Default (as defined herein). In addition, each series of Exchange Notes will bear different CUSIP numbers than the corresponding series of Restricted Notes. If an active trading market in the Exchange Notes does not develop, you may not be able to resell the Exchange Notes at their fair market value or at all.

We may redeem the Notes in whole or in part at any time or from time to time at the redemption price discussed under the caption “Description of the Exchange Notes — Optional Redemption” in this prospectus. In addition, holders of the Notes can require us to repurchase the Notes at 100% of their principal amount upon the occurrence of a Change of Control Repurchase Event (as defined herein). The Exchange Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The Notes will be our general unsecured obligations that rank senior in right of payment to all of our existing and future indebtedness that is expressly subordinated in right of payment to the Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by us, rank effectively junior to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the

assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

Our investment objective is to invest in a broad range of portfolio companies, primarily through senior secured loans and notes where we believe the probability of losses are limited and the opportunity to generate attractive risk adjusted returns is maximized. Our Adviser (as defined below) seeks to execute this strategy by continuing its long history of leveraging its network to source and diligence what it believes to be attractive opportunities across a broad range of industries. The strategy is executed by a team of experienced investment professionals who have more than a 20-year history of successfully deploying capital in both liquid and illiquid investments.

BDT & MSD BDC Management, LLC, a Delaware limited liability company, serves as our investment adviser (our “Adviser”) and our administrator (our “Administrator”). MSD Partners, L.P., a Delaware limited partnership, served as our investment adviser prior to June 30, 2025 and our administrator prior to August 11, 2025.

 

 

Investing in the Notes involves risks that are described in the “Risk Factors” section beginning on page 17 of this prospectus, including the risk of leverage.

This prospectus and the documents incorporated by reference herein provide important information about us that you should know before investing in the Exchange Notes. Please read this prospectus, and the documents incorporated by reference herein, before you invest and keep it for future reference. See “Incorporation of Certain Information by Reference” for additional detail regarding those documents incorporated by reference into this prospectus. We file annual, quarterly and current periodic reports, proxy statements and other information with the SEC. This information is available free of charge by contacting Investor Relations by telephone at (212) 303-5499, by email at IR@bdtmsd.com or mailing your request to MSD Investment Corp., 550 Madison Avenue, 20th Floor, New York, New York 10022. To obtain timely delivery, you must request information no later than five business days prior to the expiration of the exchange offer, which expiration is 5:00 p.m., New York City time, on     ,  . The SEC also maintains a website at www.sec.gov that contains such information. The information on the websites referred to herein is not incorporated by reference into this prospectus.

THE EXCHANGE NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

MATERIAL TERMS OF THE EXCHANGE OFFER

The exchange offer expires at 5:00 p.m., New York City time, on      ,  , unless extended.

We will exchange all the 2030 Restricted Notes and 2031 Restricted Notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer for the 2030 Exchange Notes and 2031 Exchange Notes, respectively. You may withdraw tendered Restricted Notes at any time prior to the expiration of the exchange offer.

The only conditions to completing the exchange offer are that the exchange offer not violate any applicable law or applicable interpretation of the staff of the SEC and that no injunction, order or decree has been or is issued that would prohibit, prevent or materially impair our ability to complete the exchange offer.

We will not receive any cash proceeds from the exchange offer.

While a trading market developed after issuing the Restricted Notes, we cannot assure you that an active and liquid market for the Restricted Notes will be maintained or that a trading market will develop for the Exchange Notes, and we do not intend to list the Restricted Notes or the Exchange Notes on any securities exchange or to seek approval for quotations through any automated dealer quotation system.

The date of this prospectus is     ,

TABLE OF CONTENTS

 

FORWARD-LOOKING STATEMENTS			ii
PROSPECTUS SUMMARY			1
RISK FACTORS			17
THE EXCHANGE OFFER			22
DESCRIPTION OF THE EXCHANGE NOTES			31
USE OF PROCEEDS			49
FINANCIAL HIGHLIGHTS			50
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			51
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			52
BUSINESS			53
FINANCIAL STATEMENTS			54
SENIOR SECURITIES			55
PORTFOLIO COMPANIES			57
MANAGEMENT OF THE COMPANY			64
PORTFOLIO MANAGEMENT			72
MANAGEMENT AND OTHER AGREEMENTS AND FEES			74
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			83
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS			87
DESCRIPTION OF OUR COMMON SHARES			89
PLAN OF DISTRIBUTION			96
DISTRIBUTION REINVESTMENT PLAN			97
REGULATION			98
CUSTODIAN, TRANSFER AND DISTRIBUTION PAYING AGENT AND REGISTRAR			99
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			100
BROKERAGE ALLOCATION AND OTHER PRACTICES			101
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			102
LEGAL MATTERS			103
AVAILABLE INFORMATION			104
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			105

We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in, or incorporated by reference in this prospectus is, or will be, accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since any such date.

Each broker-dealer that receives Exchange Notes for its own account in the exchange offer for Restricted Notes that were acquired as a result of market-making or other trading activities must acknowledge that it will comply with the prospectus delivery requirements of the Securities Act in connection with any resale or other transfer of the Exchange Notes received in the exchange offer. The accompanying letter of transmittal relating to the Exchange Offer states that, by so acknowledging and delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” of the Exchange Notes within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by such broker-dealer in connection with resales or other transfers of Exchange Notes received in the exchange offer for Restricted Notes that were acquired by the broker-dealer as a result of market-making or other trading activities.

 

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FORWARD-LOOKING STATEMENTS

Some of the statements included or incorporated by reference in this prospectus constitute forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed on such forward-looking statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, this offering, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements include these words. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:

 

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changes in the general economy, including those caused by tariffs and trade disputes with other countries, changes in inflation and risk of recession;

 

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the return or impact of current and future investments;

 

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the valuation of our investments in portfolio companies, particularly those having no liquid trading market;

 

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the impact of a contraction of available credit and/or an inability to access the equity or debt markets;

 

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the impact of interest rate volatility and currency fluctuations;

 

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political and regulatory conditions that contribute to uncertainty and market volatility including the impact of any prolonged government shutdowns as well as the legislative, regulatory, trade, immigration and other policies associated with the current U.S. presidential administration;

 

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our or our portfolio companies’ future operating results or prospects;

 

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the impact of interest rate volatility and inflation rates and the risk of recession on us or our portfolio companies;

 

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our contractual arrangements and relationships with third parties;

 

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the ability of our portfolio companies to achieve their objectives;

 

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competition with other entities and our affiliates for investment opportunities;

 

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the adequacy of our cash resources, financing sources and working capital;

 

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the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;

 

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our use of financial leverage;

 

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the impact of geopolitical conditions, including the potential for increased tariffs and trade barriers, revolution, insurgency, terrorism or war, including those arising out of the ongoing wars between Russia and Ukraine and Israel and Iran, as well as other ongoing conflicts in the Middle East, and general uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union, China, and other countries;

 

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the impact that environmental, social, and governance matters could have on us or our portfolio companies;

 

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the ability of our Adviser to source suitable investments for us and to monitor and administer our investments;

 

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the ability of our Adviser or its affiliates to attract and retain highly talented professionals; and

 

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the effect of legal, tax and regulatory changes on our business and our portfolio companies.

 

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Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this prospectus or document incorporated by reference herein should not be regarded as a representation by us that our plans and objectives will be achieved. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this prospectus or other information incorporated herein by reference, as applicable. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained in this prospectus, or any documents incorporated by reference herein, except as required by applicable law. The safe harbor provisions of Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this prospectus because we are a BDC. Our actual results and condition could differ materially from those implied or expressed in the forward-looking statements or from our historical performance for any reason, including the factors set forth in “Risk Factors” in this prospectus and the other information included in this prospectus, including the documents we incorporate by reference herein. In addition to the information set forth in “Risk Factors” below and the other information set forth in this prospectus, you should carefully consider the information included in the documents we incorporate by reference herein and in our other filings with the SEC, including the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 19, 2025 (“2024 Annual Report”) and in our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, filed with the SEC on November 14, 2025 (“Q3 2025 Quarterly Report”). These factors could materially affect our business, financial condition and/or operating results.

 

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RISK FACTORS

Investing in the Exchange Notes involves substantial risks. You should carefully consider the following risks in addition to the risk factors incorporated by reference herein from our 2024 Annual Report and Q3 2025 Quarterly Report and the other information contained in or incorporated by reference into this prospectus, including our consolidated financial statements and the related notes thereto, before you decide whether to make an investment in the Exchange Notes. The occurrence of any of these risks could materially and adversely affect our business, prospects, financial condition, results of operations and cash flow and might cause you to lose all or part of your investment in the Exchange Notes. The risks described in these documents are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition and results of operations could be materially adversely affected.

Risks Related to the Exchange Notes

The Exchange Notes will be unsecured and therefore will be effectively subordinated to any secured indebtedness we have currently incurred or may incur in the future.

The Exchange Notes will not be secured by any of our assets or any of the assets of our subsidiaries. As a result, the Exchange Notes are effectively subordinated, or junior, to any secured indebtedness we or our subsidiaries have currently incurred and may incur in the future (or any indebtedness that is initially unsecured to which we subsequently grant security) to the extent of the value of the assets securing such indebtedness. The Exchange Notes will be our direct senior unsecured obligations and rank pari passu, or equally, with all outstanding and future unsecured unsubordinated indebtedness issued by us (including the Restricted Notes). In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or future secured indebtedness and the secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before the assets may be used to pay other creditors, including the holders of the Exchange Notes.

As of September 30, 2025, we had approximately $635 million aggregate principal amount of outstanding indebtedness under our senior secured credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (the “Revolving Credit Facility”). The Revolving Credit Facility is secured by a material portion of our assets (excluding, among other things, investments held in and by certain of our subsidiaries that secure other credit facilities or debt securitizations as described below).

The indebtedness under the Revolving Credit Facility is therefore effectively senior to the Exchange Notes to the extent of the value of the assets that secure such facilities.

The Exchange Notes will be structurally subordinated to the indebtedness and other liabilities of our subsidiaries.

The Exchange Notes are our exclusive obligations and not of any of our subsidiaries. None of our subsidiaries is a guarantor of the Exchange Notes and the Exchange Notes are not required to be guaranteed by any subsidiaries we may acquire or create in the future. A significant portion of the indebtedness required to be consolidated on our balance sheet is held through subsidiary financing vehicles and secured by certain assets of such subsidiaries. For example, the secured indebtedness with respect to the SPV I Facility, the SPV II Facility and the 2023 Debt Securitization (each as defined below, and, together with the Revolving Credit Facility, our “Credit Facilities”) is held through our wholly-owned subsidiaries, SPV I, SPV II and CLO I, respectively (each as defined below). The assets of such subsidiaries are not directly available to satisfy the claims of our creditors, including holders of the Exchange Notes. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition, Liquidity and Capital Resources — Capital Resources” in our 2024 Annual Report and our Q3 2025 Quarterly Report incorporated by reference herein.

 

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Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors (including trade creditors) and holders of preferred stock, if any, of our subsidiaries will have priority over our equity interests in such subsidiaries (and therefore the claims of our creditors, including holders of the Exchange Notes) with respect to the assets of such subsidiaries. Even if we are recognized as a creditor of one or more of our subsidiaries, our claims would still be effectively subordinated to any security interests in the assets of any such subsidiary and to any indebtedness or other liabilities of any such subsidiary senior to our claims. Consequently, the Exchange Notes will be structurally subordinated to all indebtedness and other liabilities (including trade payables) of any of our subsidiaries and any subsidiaries that we may in the future acquire or establish as financing vehicles or otherwise.

As of September 30, 2025, we had approximately $514 million aggregate principal amount of outstanding indebtedness under the revolving credit facility entered into through our wholly-owned subsidiary MSD BDC SPV I, LLC (“SPV I”), with Deutsche Bank AG, New York Branch and the other lenders party thereto (the “SPV I Facility”), approximately $449 million aggregate principal amount of outstanding indebtedness under a loan and security agreement entered into through our wholly-owned subsidiary MSD BDC SPV II, LLC (“SPV II”) with Citizens Bank N.A and the other lenders party thereto (the “SPV II Facility”) and approximately $390 million aggregate principal amount of outstanding indebtedness under the term debt securitization entered into through our wholly-owned subsidiary MSD BDC CLO I, LLC (“CLO I” and, such securitization, the “2023 Debt Securitization”). All of such indebtedness would be structurally senior to the Exchange Notes. In addition, our subsidiaries may incur substantial additional indebtedness in the future, all of which would be structurally senior to the Exchange Notes.

An increase in market interest rates could result in a decrease in the market value of the Exchange Notes.

The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could have an adverse effect on the market prices of the Exchange Notes. In general, as market interest rates rise, debt securities bearing interest at fixed rates of interest decline in value. Consequently, if market interest rates increase, the market values of Exchange Notes bearing interest at fixed rates may decline. We cannot predict the future level of market interest rates.

The indenture contains limited protection for holders of the Exchange Notes.

The indenture offers limited protection to holders of the Exchange Notes. The terms of the indenture do not and the Exchange Notes will not restrict our or any of our subsidiaries’ ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances or events that could have an adverse impact on your investment in the Exchange Notes. In particular, the terms of the indenture do not and the Exchange Notes will not place any restrictions on our or our subsidiaries’ ability to:

 

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issue securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or other obligations that would be equal in right of payment to the Exchange Notes, (2) any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to the Notes to the extent of the values of the assets securing such debt, (3) indebtedness of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to the Exchange Notes and (4) securities, indebtedness or obligations issued or incurred by our subsidiaries that would be senior to our equity interests in our subsidiaries and therefore rank structurally senior to the Exchange Notes with respect to the assets of our subsidiaries, in each case other than an incurrence of indebtedness or other obligation that would cause a violation of Section 18(a)(1)(A) as modified by Section 61(a) of the 1940 Act or any successor provisions (giving effect to any exemptive relief granted to us by the SEC);

 

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pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities ranking junior in right of payment to the Exchange Notes;

 

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sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets);

 

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create liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback transactions;

 

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enter into transactions with affiliates;

 

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make investments; or

 

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create restrictions on the payment of dividends or other amounts to us from our subsidiaries.

Furthermore, the terms of the indenture and the Exchange Notes do not protect holders of the Exchange Notes in the event that we experience changes (including significant adverse changes) in our financial condition, results of operations or credit ratings, as they do not require that we or our subsidiaries adhere to any financial tests or ratios or specified levels of net worth, revenues, income, cash flow, or liquidity.

Our ability to recapitalize, incur additional debt and take a number of other actions that are not limited by the terms of the Exchange Notes may have important consequences for you as a holder of the Exchange Notes, including making it more difficult for us to satisfy our obligations with respect to the Exchange Notes or negatively affecting the trading value of the Exchange Notes.

Certain of our current debt instruments include more protections for their holders than the indenture and the Exchange Notes. See “Risk Factors — Risks Relating to Our Business and Structure — We borrow money, which magnifies the potential for gain or loss and may increase the risk of investing in us.” in our 2024 Annual Report, which is incorporated by reference herein. In addition, other debt we issue or incur in the future could contain more protections for its holders than the indenture and the Exchange Notes, including additional covenants and events of default. The issuance or incurrence of any such debt with incremental protections could affect the market for and trading levels and prices of the Exchange Notes.

We may not be able to repurchase the Exchange Notes upon a Change of Control Repurchase Event.

Upon the occurrence of a Change of Control Repurchase Event, as defined in the indenture, as supplemented, subject to certain conditions, we will be required to offer to repurchase all outstanding Exchange Notes (and any remaining Restricted Notes) at 100% of their principal amount, plus accrued and unpaid interest. The source of funds for that purchase of Exchange Notes will be our available cash or cash generated from our operations or other potential sources, including borrowings, investment repayments, sales of assets or sales of equity. We cannot assure you that sufficient funds from such sources will be available at the time of any Change of Control Repurchase Event to make required repurchases of Exchange Notes tendered. The terms of certain of our Credit Facilities provide that certain change of control events will constitute an event of default thereunder entitling the lenders to accelerate any indebtedness outstanding under such Credit Facilities at that time and to terminate the Credit Facilities.

In addition, the note purchase agreements governing our $69,000,000 Series A Senior Notes due August 7, 2027 (the “Series A Notes”), our $75,000,000 Series B Floating Rate Senior Notes due August 7, 2027 (the “Series B Notes”), our $116,000,000 Series C Senior Notes due August 7, 2029 (the “Series C Notes”), our $75,000,000 Series D Floating Rate Senior Notes due August 7, 2029 (the “Series D Notes”), our $50,000,000 Series E Floating Rate Senior Notes due May 20, 2028 (the “Series E Notes”), our $165,000,000 7.11% Series F Senior Notes due May 20, 2030 (the “Series F Notes”) and our $50,000,000 Series G Floating Rate Senior Notes due May 20, 2030 (the “Series G Notes” and, together with the Series A Notes, Series B Notes, Series C Notes, Series D Notes, Series E Notes and Series F Notes, the “Unsecured Notes”) each contain a provision that would require us to offer to prepay the applicable Unsecured Notes upon the occurrence of a change of control (as defined therein). A failure to repay any tendered Unsecured Notes would constitute an event of default under the applicable note purchase agreement for such Unsecured Notes. Our future debt instruments also may contain similar restrictions and provisions.

If the holders of the Exchange Notes (and any remaining Restricted Notes) exercise their right to require us to repurchase all the Exchange Notes upon a Change of Control Repurchase Event, the financial effect of this

 

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repurchase could cause a default under our future debt instruments, even if the Change of Control Repurchase Event itself would not cause a default. It is possible that we will not have sufficient funds at the time of the Change of Control Repurchase Event to make the required repurchase of the Exchange Notes and/or our other debt. See “Description of the Exchange Notes — Offer to Repurchase Upon a Change of Control Repurchase Event.”

If an active trading market does not develop for the Exchange Notes, you may not be able to resell them.

The Exchange Notes are new issues of debt securities for which there currently is no trading market, and there is no guarantee that an active trading market will develop. We do not intend to apply for listing of the Exchange Notes on any securities exchange or for quotation of the Exchange Notes on any automated dealer quotation system. If no active trading market develops, you may not be able to resell your Exchange Notes at their fair market value or at all. If the Exchange Notes are traded after their initial issuance, they may trade at a discount from the price investors paid for their Restricted Notes, depending on prevailing interest rates, the market for similar securities, our credit ratings, general economic conditions, our financial condition, performance and prospects and other factors. We cannot assure you that a liquid trading market will develop for the Exchange Notes, that you will be able to sell your Exchange Notes at a particular time or that the price you receive when you sell will be favorable. To the extent an active trading market does not develop, the liquidity and trading price for the Exchange Notes may be harmed. Accordingly, you may be required to bear the financial risk of an investment in the Exchange Notes for an indefinite period of time.

Any downgrade or withdrawal of the rating assigned by a rating agency to the Exchange Notes may cause their trading price to fall.

If a rating service were to rate the Exchange Notes and if such rating service were to downgrade or withdraw any such rating on the Exchange Notes or otherwise announces its intention to put the Exchange Notes on credit watch, the trading price of the Exchange Notes could decline.

Our credit ratings may not reflect all risks of an investment in the Exchange Notes.

Our credit ratings are an assessment by third parties of our ability to pay our obligations. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the Exchange Notes. Our credit ratings, however, may not reflect the potential impact of risks related to market conditions generally or other factors discussed in this prospectus on the market value of or trading market for the Exchange Notes.

Risks Related to the Exchange Offer

If you fail to exchange your Restricted Notes, they will continue to be restricted securities and may become less liquid.

Restricted Notes that you do not validly tender or that we do not accept will, following the exchange offer, continue to be restricted securities, and you may not offer to sell them except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We will issue the Exchange Notes in exchange for the Restricted Notes in the exchange offer only following the satisfaction of the procedures and conditions set forth in “The Exchange Offer — Procedures for Tendering Restricted Notes.” Because we anticipate that most holders of the Restricted Notes will elect to exchange their outstanding Restricted Notes, we expect that the liquidity of the market for the Restricted Notes remaining after the completion of the exchange offer will be substantially limited, which may have an adverse effect upon and increase the volatility of the market price of the outstanding Restricted Notes. Any Restricted Notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount of the outstanding Restricted Notes at maturity. Further, following the exchange offer, if you did not exchange your Restricted Notes, you generally will not have any further registration rights, and Restricted Notes will continue to be subject to certain transfer restrictions.

 

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Broker-dealers may need to comply with the registration and prospectus delivery requirements of the Securities Act.

Any broker-dealer that (1) exchanges its Restricted Notes in the exchange offer for the purpose of participating in a distribution of the Exchange Notes or (2) resells Exchange Notes that were received by it for its own account in the exchange offer may be deemed to have received restricted securities and will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction by that broker-dealer. Any profit on the resale of the Exchange Notes and any commission or concessions received by a broker-dealer may be deemed to be underwriting compensation under the Securities Act.

You may not receive the Exchange Notes in the exchange offer if the exchange offer procedures are not validly followed.

We will issue the Exchange Notes in exchange for your Restricted Notes only if you validly tender such Restricted Notes before expiration of the exchange offer. Neither we nor the exchange agent is under any duty to give notification of defects or irregularities with respect to the tenders of the Restricted Notes for exchange. If you are the beneficial holder of Restricted Notes that are held through your broker, dealer, commercial bank, trust company or other nominee, and you wish to tender such Restricted Notes in the exchange offer, you should promptly contact the person through whom your Restricted Notes are held and instruct that person to tender the Restricted Notes on your behalf. See “The Exchange Offer — Procedures for Tendering Restricted Notes” and “ — Consequences of Failure to Exchange.”

 

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

We issued (a) $500,000,000 aggregate principal amount of the 2030 Restricted Notes in a transaction not requiring registration under the Securities Act on April 2, 2025 and (b) $400,000,000 aggregate principal amount of the 2031 Restricted Notes in a transaction not requiring registration under the Securities Act on December 5, 2025. The 2030 Restricted Notes were issued and the 2030 Exchange Notes will be issued pursuant to a base indenture dated as of April 2, 2025 (the “base indenture”), and a first supplemental indenture, dated as of April 2, 2025, to the base indenture (the “first supplemental indenture” and, together with the base indenture, the “indenture”), each between us and U.S. Bank Trust Company, National Association, as trustee (the “trustee”). The 2031 Restricted Notes were issued and the 2031 Exchange Notes will be issued pursuant to the base indenture and a second supplemental indenture, dated as of December 5, 2025, to the base indenture (the “second supplemental indenture”), between us and the trustee.

In connection with such issuances, we entered into Registration Rights Agreements which require that we file the Exchange Offer Registration Statement under the Securities Act with respect to the Exchange Notes to be issued in the exchange offer and, upon the effectiveness of the Exchange Offer Registration Statement, offer to you the opportunity to exchange your Restricted Notes for a like principal amount of Exchange Notes.

Under each Registration Rights Agreement, we agreed, for the benefit of the holders of the applicable series of Restricted Notes, at our own expense, to use commercially reasonable efforts to:

 

•

file the Exchange Offer Registration Statement, with the SEC with respect to a registered exchange offer to exchange each series of Restricted Notes for new Exchange Notes registered under the Securities Act with terms substantially identical to those of the Restricted Notes being exchanged, except that the transfer restrictions and registration rights relating to the Restricted Notes will not apply to the Exchange Notes, and the Exchange Notes will not provide for the payment of additional interest in the event of a registration default;

 

•

cause the Exchange Offer Registration Statement to become or be declared effective by the SEC under the Securities Act; and

 

•

consummate the exchange offer on the earliest practicable date after the Exchange Offer Registration Statement has become or been declared effective but in no event later than 365 days after the date of the applicable Registration Rights Agreement.

Once the Exchange Offer Registration Statement has become or been declared effective, we will offer the Exchange Notes in exchange for surrender of the Restricted Notes. The exchange offer will be kept open for at least 20 business days (or longer if required by applicable law) after the date that notice of the exchange offer is mailed to holders of the Restricted Notes. For each Restricted Note surrendered pursuant to the exchange offer, the holder who surrendered such Restricted Note will receive an Exchange Note having a principal amount equal to that of the surrendered Restricted Note. Interest on each Exchange Note will accrue from the last interest payment date on which interest was paid on the Restricted Note surrendered in exchange therefor or, if no interest has been paid on such Restricted Note, from the issue date. See “Description of the Exchange Notes — Interest.”

If (i) we are not required to file the Exchange Offer Registration Statement or to consummate the exchange offer because the exchange offer is not permitted by applicable law or the SEC, (ii) for any reason the exchange offer is not consummated before 365 days after the date of the applicable Registration Rights Agreement or (iii) in certain circumstances, certain holders of an impacted series of Restricted Notes so request, then in each case we will, at our sole expense, (a) as soon as practicable (but in no event later than 60 days after so determined or requested in accordance with the above), file with the SEC a registration statement (a “resale registration statement”), covering resales of such Restricted Notes, (b) use our commercially reasonable efforts to cause the

 

22

resale registration statement to become or be declared effective by the SEC under the Securities Act at the earliest possible time (but in no event later than 120 days (or, if such day is not a business day, the next business day) after so determined or requested to file such resale registration statement in accordance with the above), and (c) use our commercially reasonable efforts to keep effective the resale registration statement until the earlier of one year after the effective date of the resale registration statement or such time as all of the Restricted Notes have been sold thereunder. Under certain circumstances, we may suspend the availability of the resale registration statement for certain periods of time.

We will, in the event that a resale registration statement is filed, provide to each holder of the applicable series of Restricted Notes copies of the prospectus that is a part of the resale registration statement, notify each such holder when the resale registration statement for such Restricted Notes has become effective and take certain other actions as are required to permit unrestricted resales of the Restricted Notes. A holder that sells Restricted Notes pursuant to the resale registration statement generally would be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Registration Rights Agreement that are applicable to such holder (including certain indemnification rights and obligations).

If a Registration Default occurs, then the interest rate borne by the impacted series of Restricted Notes will be increased by 0.25% per annum for the first 90-day period following the occurrence of such Registration Default and will increase by an additional 0.25% per annum with respect to the subsequent 90-day period, up to a maximum of additional interest of 0.50% per annum as set forth in the applicable Registration Rights Agreement (the “Additional Interest”).

Each of the following is a “Registration Default”:

(i) the exchange offer is not consummated on or prior to 365 days after the date of the applicable Registration Rights Agreement (unless the exchange offer is not permissible under applicable law or SEC policy),

(ii) if required to be filed, the resale registration statement is not filed by the 60^th day after we determine the Exchange Offer is not permitted by applicable law or SEC policy or the 60^th day after requested by certain holders of the Restricted Notes or has not become effective on or prior to the 120^th day after the shelf filing deadline, or

(iii) following effectiveness of the Exchange Offer Registration Statement or resale registration statement, such registration statement ceases to remain effective or otherwise usable for its intended purpose without being immediately succeeded by a post-effective amendment that cures such failure and that is itself immediately declared effective.

Following the cure of all Registration Defaults, the accrual of Additional Interest will cease. Upon the occurrence of such Registration Default, we shall deliver to the trustee an officer’s certificate (upon which the trustee may rely conclusively) stating (i) the amount of such additional interest that is payable and (ii) the date that such additional interest begins to accrue. Unless and until the trustee receives such a certificate, the trustee may assume without inquiry that no such additional interest is payable and the trustee shall not have any duty to verify our calculations of additional interest. This summary of certain provisions of the Registration Rights Agreements does not purport to be complete and is subject to, and is qualified in its entirety by, the complete provisions of the Registration Rights Agreements, copies of which have been filed as exhibits to the registration statement of which this prospectus is a part.

The Exchange Notes will be issued without a restrictive legend and, except as set forth below, you may resell or otherwise transfer them without compliance without additional registration under the Securities Act. After we complete the exchange offer, our obligation to register the exchange of Exchange Notes for Restricted Notes will terminate.

 

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Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties unrelated to us, including the No-Action Letters, subject to the limitations described in the succeeding three paragraphs, we believe that you may resell or otherwise transfer the Exchange Notes issued to you in the exchange offer without compliance with the registration and prospectus delivery requirements of the Securities Act. Our belief, however, is based on your representations to us that:

 

•

you are acquiring the Exchange Notes in the ordinary course of your business;

 

•

you are not engaging in and do not intend to engage in a distribution of the Exchange Notes;

 

•

you do not have an arrangement or understanding with any person or entity to participate in the distribution of the Exchange Notes;

 

•

you are not our “affiliate” as that term is defined in Rule 405 under the Securities Act;

 

•

you are not a broker-dealer tendering Restricted Notes acquired directly from us for your own account; and

 

•

you are not acting on behalf of any person that could not truthfully make these representations.

If you cannot make the representations described above, you may not participate in the exchange offer, you may not rely on the staff’s interpretations discussed above, and you must, in the absence of an exemption therefrom, comply with registration and the prospectus delivery requirements of the Securities Act in order to resell your Restricted Notes.

Each broker-dealer that receives Exchange Notes for its own account in the exchange offer for Restricted Notes that were acquired as a result of market-making activities or other trading activities must acknowledge that it will comply with the prospectus delivery requirements of the Securities Act in connection with any resale or other transfer of the Exchange Notes received in the exchange offer. See “Plan of Distribution.”

We have not asked the staff for a no-action letter in connection with the exchange offer, however, and we cannot assure you that the staff would make a similar determination with respect to the exchange offer. If you are not eligible to participate in the exchange offer, you can request, within 365 days of the date of the applicable Registration Rights Agreement, pursuant to such Registration Rights Agreement, that we file a “shelf” registration statement pursuant to Rule 415 under the Securities Act. If we are obligated to file a shelf registration statement, we will be required to use commercially reasonable efforts to keep the shelf registration statement effective to the extent necessary to ensure that it is available for resales of Registered Notes for a period of at least one year following the effective date of such shelf registration statement. See “— Procedures for Tendering Restricted Notes.”

Consequences of Failure to Exchange

If you do not participate or validly tender your Restricted Notes in the exchange offer:

 

•

you will retain your Restricted Notes that are not registered under the Securities Act and they will continue to be subject to restrictions on transfer that are described in the legend on the Restricted Notes;

 

•

you will not be able to require us to register your Restricted Notes under the Securities Act unless, as set forth above, you do not receive freely tradable Exchange Notes in the exchange offer or are not eligible to participate in the exchange offer, and we are obligated to file a shelf registration statement;

 

•

you will not be able to resell or otherwise transfer your Restricted Notes unless they are registered under the Securities Act or unless you offer to resell or transfer them pursuant to an exemption under the Securities Act; and

 

•

the trading market for your Restricted Notes will become more limited to the extent that other holders of Restricted Notes participate in the exchange offer.

 

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Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept any and all Restricted Notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of the Exchange Notes in exchange for each $1,000 principal amount of the Restricted Notes accepted in the exchange offer. You may tender some or all of your Restricted Notes pursuant to the exchange offer; however, Restricted Notes may be tendered only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The Exchange Notes issued to you in the exchange offer will be delivered by credit to the accounts at DTC of the applicable DTC participants.

The form and terms of the Exchange Notes are substantially identical to those of the Restricted Notes, except that the transfer restrictions and registration rights relating to the Restricted Notes will not apply to the Exchange Notes, and the Exchange Notes will not provide for the payment of Additional Interest in the event of a Registration Default. In addition, the Exchange Notes will bear different CUSIP numbers than the Restricted Notes (except for any Restricted Notes sold pursuant to the shelf registration statement described above). The Exchange Notes will be issued under and entitled to the benefits of the same indenture that authorized the issuance of the Restricted Notes.

As of the date of this prospectus, $500,000,000 aggregate principal amount of the 2030 Restricted Notes and $400,000,000 aggregate principal amount of the 2031 Restricted Notes are outstanding and registered in the name of Cede & Co., as nominee for DTC. This prospectus, together with the letter of transmittal, is being sent to the registered holder and to others believed to have beneficial interests in the Restricted Notes. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act, and the rules and regulations of the SEC promulgated under the Exchange Act.

We will be deemed to have accepted validly tendered Restricted Notes if and when we have given written notice of our acceptance to U.S. Bank Trust Company, National Association, the exchange agent for the exchange offer. The exchange agent will act as our agent for the purpose of receiving from us the Exchange Notes for the tendering noteholders. If we do not accept any tendered Restricted Notes because of an invalid tender, the occurrence of certain other events set forth in this prospectus or otherwise, we will return such Restricted Notes by credit to the accounts at DTC of the applicable DTC participants, without expense, to the tendering noteholder as promptly as practicable after the expiration date of the exchange offer.

You will not be required to pay brokerage commissions or fees or transfer taxes, except as set forth under “— Transfer Taxes,” with respect to the exchange of your Restricted Notes in the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, in connection with the exchange offer. See “— Fees and Expenses.”

Expiration Date; Extension; Amendment

The expiration date for the exchange offer will be 5:00 p.m., New York City time, on , , unless we determine, in our sole discretion, to extend the exchange offer, in which case it will expire at the later date and time to which it is extended. We do not currently intend to extend the exchange offer, although we reserve the right to do so. If we extend the exchange offer, we may delay acceptance of any Restricted Notes by giving oral (any such oral notice to be promptly confirmed in writing) or written notice of the extension to the exchange agent and give each registered holder of Restricted Notes notice by means of a press release or other public announcement of any extension prior to 9:00 a.m., New York City time, on the next business day after the scheduled expiration date.

We also reserve the right, in our sole discretion:

 

•

to accept tendered Restricted Notes upon the expiration of the exchange offer, and extend the exchange offer with respect to untendered Restricted Notes;

 

25

•

subject to applicable law, to delay accepting any Restricted Notes, to extend the exchange offer or to terminate the exchange offer if, in our reasonable judgment, any of the conditions set forth under “— Conditions” have not been satisfied or waived, to terminate the exchange offer by giving oral (any such oral notice to be promptly confirmed in writing) or written notice of such delay or termination to the exchange agent; or

 

•

to amend or waive the terms and conditions of the exchange offer in any manner by complying with Rule 14e-l(d) under the Exchange Act, to the extent that rule applies. We will notify you as promptly as we can of any extension, termination or amendment. In addition, we acknowledge and undertake to comply with the provisions of Rule 14e-l(c) under the Exchange Act, which requires us to issue the Exchange Notes, or return the Restricted Notes tendered for exchange, promptly after the termination or withdrawal of the exchange offer.

Procedures for Tendering Restricted Notes

The Restricted Notes are represented by global securities without interest coupons, registered in the name of Cede & Co., as nominee for DTC. Beneficial interests in the global securities are held by direct or indirect participants in DTC through certificate-less depositary interests and are shown on, and transfers of these interests are effected only through, records maintained in book-entry form by DTC with respect to its participants. You are not entitled to receive certificated Restricted Notes in exchange for your beneficial interest in these global securities except in limited circumstances described in “Description of the Exchange Notes — Book-Entry, Settlement and Clearance.”

Accordingly, you must tender your Restricted Notes pursuant to DTC’s ATOP procedures. As the DTC’s ATOP system is the only method of processing exchange offers through DTC, you must instruct a participant in DTC to transmit to the exchange agent on or prior to the expiration date for the exchange offer a computer- generated message transmitted by means of the ATOP system and received by the exchange agent and forming a part of a confirmation of book-entry transfer, in which you acknowledge and agree to be bound by the terms of the letter of transmittal, instead of sending a signed, hard copy letter of transmittal. DTC is obligated to communicate those electronic instructions to the exchange agent. To tender Restricted Notes through the ATOP system, the electronic instructions sent to DTC and transmitted by DTC to the exchange agent must contain the character by which the participant acknowledges its receipt of, and agrees to be bound by, the letter of transmittal, including the representations to us described above under “— Purpose and Effect of the Exchange Offer,” and be received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

If you hold Restricted Notes through a broker, dealer, commercial bank, trust company, other financial institution or other nominee, each referred to herein as an “intermediary,” and you wish to tender your Restricted Notes, you should contact such intermediary promptly and instruct such intermediary to tender on your behalf. So long as the Restricted Notes are in book-entry form represented by global securities, Restricted Notes may only be tendered by your intermediary pursuant to DTC’s ATOP procedures.

If you tender a Restricted Note and you do not properly withdraw the tender prior to the expiration date, you will have made an agreement with us to participate in the exchange offer in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

We will determine, in our sole discretion, all questions regarding the validity, form, eligibility, including time of receipt, acceptance and withdrawal of tendered Restricted Notes. Our determination will be final and binding. We reserve the absolute right to reject any and all Restricted Notes not validly tendered or any Restricted Notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to certain Restricted Notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties.

 

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You must cure any defects or irregularities in connection with tenders of your Restricted Notes within the time period that we determine unless we waive that defect or irregularity. Although we intend to notify you of defects or irregularities with respect to your tender of Restricted Notes, neither we, the exchange agent nor any other person will incur any liability for failure to give this notification. Your tender will not be deemed to have been made and your Restricted Notes will be returned to you unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration of the exchange offer, if:

 

•

you invalidly tender your Restricted Notes;

 

•

you have not cured any defects or irregularities in your tender; and

 

•

we have not waived those defects, irregularities or invalid tender.

In addition, we reserve the right in our sole discretion to:

 

•

purchase or make offers for, or offer Exchange Notes for, any Restricted Notes that remain outstanding subsequent to the expiration of the exchange offer;

 

•

terminate the exchange offer; and

 

•

to the extent permitted by applicable law, purchase Restricted Notes in the open market, in privately negotiated transactions or otherwise. The terms of any of these purchases of or offers for Restricted Notes could differ from the terms of the exchange offer.

In all cases, the issuance of Exchange Notes for Restricted Notes that are accepted for exchange in the exchange offer will be made only after timely receipt by the exchange agent of a timely book-entry confirmation of your Restricted Notes into the exchange agent’s account at DTC, a computer-generated message instead of the Letter of Transmittal, and all other required documents. If any tendered Restricted Notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if Restricted Notes are submitted for a greater principal amount than you indicate your desire to exchange, the unaccepted or non-exchanged Restricted Notes, or Restricted Notes in substitution therefor, will be returned without expense to you by credit to the accounts at DTC of the applicable DTC participant, as promptly as practicable after rejection of tender or the expiration or termination of the exchange offer.

Book-Entry Transfer

The exchange agent will make a request to establish an account with respect to the Restricted Notes at DTC for purposes of the exchange offer after the date of this prospectus, and any financial institution that is a participant in DTC’s systems may make book-entry delivery of Restricted Notes being tendered by causing DTC to transfer such Restricted Notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer.

Any DTC participant wishing to tender Restricted Notes in the exchange offer (whether on its own behalf or on behalf of the beneficial owner of Restricted Notes) should transmit its acceptance to DTC sufficiently far in advance of the expiration of the exchange offer so as to permit DTC to take the following actions prior to 5:00 p.m., New York City time, on the expiration date. DTC will verify such acceptance, execute a book-entry transfer of the tendered Restricted Notes into the exchange agent’s account at DTC and then send to the exchange agent a confirmation of such book-entry transfer. The confirmation of such book-entry transfer will include a confirmation that such DTC participant acknowledges and agrees (on behalf of itself and on behalf of any beneficial owner of the applicable Restricted Notes) to be bound by the letter of transmittal. All of the foregoing, together with any other required documents, must be delivered to and received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

No Guaranteed Delivery Procedures

Guaranteed delivery procedures are not available in connection with the exchange offer.

 

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Withdrawal Rights

You may withdraw tenders of your Restricted Notes at any time prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer.

For your withdrawal to be effective, the exchange agent must receive an electronic ATOP transmission of the notice of withdrawal at its address set forth below under “— Exchange Agent,” prior to 5:00 p.m., New York City time, on the expiration date.

The notice of withdrawal must:

 

•

specify the name and DTC account number of the DTC participant that tendered such Restricted Notes;

 

•

specify the principal amount of Restricted Notes to be withdrawn;

 

•

specify the name and account number of the DTC participant to which the withdrawn Restricted Notes should be credited; and

 

•

contain a statement that the holder is withdrawing its election to have the Restricted Notes exchanged.

We will determine all questions regarding the validity, form and eligibility, including time of receipt, of withdrawal notices. Our determination will be final and binding on all parties. Any Restricted Notes that have been withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any Restricted Notes that have been tendered for exchange but that are withdrawn and not exchanged will be returned by credit to the account at DTC of the applicable DTC participant without cost as soon as practicable after withdrawal. Properly withdrawn Restricted Notes may be retendered by following one of the procedures described under “— Procedures for Tendering Restricted Notes” above at any time on or prior to 5:00 p.m., New York City time, on the expiration date.

No Appraisal or Dissenters’ Rights

You do not have any appraisal or dissenters’ rights in connection with the exchange offer.

Conditions

Notwithstanding any other provision of the exchange offer, and subject to our obligations under the related Registration Rights Agreement, we will not be required to accept for exchange, or to issue Exchange Notes in exchange for, any Restricted Notes and may terminate or amend the exchange offer, if at any time before the acceptance of any Restricted Notes for exchange any one of the following events occurs:

 

•

any injunction, order or decree has been issued by any court or any governmental agency that would prohibit, prevent or otherwise materially impair our ability to complete the exchange offer; or

 

•

the exchange offer violates any applicable law or any applicable interpretation of the staff of the SEC.

These conditions are for our sole benefit, and we may assert them regardless of the circumstances giving rise to them, subject to applicable law. We also may waive in whole or in part at any time and from time to time any particular condition in our sole discretion. If we waive a condition, we may be required, in order to comply with applicable securities laws, to extend the expiration date of the exchange offer. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of these rights, and these rights will be deemed ongoing rights which may be asserted at any time and from time to time.

In addition, we will not accept for exchange any validly tendered Restricted Notes, and no Exchange Notes will be issued in exchange for any validly tendered Restricted Notes, if, at the time the Restricted Notes are tendered, any stop order is threatened by the SEC or in effect with respect to the registration statement of which this prospectus is a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended.

 

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The exchange offer is not conditioned on any minimum principal amount of Restricted Notes being tendered for exchange.

Exchange Agent

We have appointed U.S. Bank Trust Company, National Association as exchange agent for the exchange offer. Questions, requests for assistance and requests for additional copies of this prospectus, the Letter of Transmittal and other related documents should be directed to the exchange agent addressed as follows:

U.S. Bank Trust Company, National Association, as Exchange Agent

 

By Registered or Certified Mail: U.S. Bank Trust Company, National Association c/o 111 Fillmore Ave E. St. Paul, MN 55107 Attn: Specialized Finance		By Regular Mail or Overnight Courier: U.S. Bank Trust Company, National Association c/o 111 Fillmore Ave E. St. Paul, MN 55107 Attn: Specialized Finance		In Person by Hand Only: U.S. Bank Trust Company, National Association c/o 111 Fillmore Ave E. St. Paul, MN 55107 Attn: Specialized Finance
		For Information or Confirmation by Telephone or Email:   Brandon J Bonfig Vice President | Client Manager Phone: 651-466-6619 Email: brandon.bonfig@usbank.com

DELIVERY OF A LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF SUCH LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

The exchange agent also acts as the trustee under the indenture.

Fees and Expenses

We will not pay brokers, dealers or others soliciting acceptances of the exchange offer. The principal solicitation is being made by mail. Additional solicitations, however, may be made in person, by email or by telephone by our officers and employees.

We will pay the estimated cash expenses to be incurred in connection with the exchange offer. These are estimated in the aggregate to be approximately $    , which includes fees and expenses of the exchange agent and accounting, legal, printing and related fees and expenses.

Transfer Taxes

You will not be obligated to pay any transfer taxes in connection with a tender of your Restricted Notes unless Exchange Notes are to be registered in the name of, or Restricted Notes (or any portion thereof) not tendered or not accepted in the exchange offer are to be returned to, a person other than the registered tendering holder of the Restricted Notes, in which event the registered tendering holder will be responsible for the payment of any applicable transfer tax. In addition, tendering holders will be responsible for any transfer tax imposed for any reason other than the transfer of Restricted Notes to, or upon the order of, the Company pursuant to the exchange offer.

 

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Accounting Treatment

We will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will amortize the expense of the exchange offer over the term of the Exchange Notes under generally accepted accounting principles in the United States of America (“GAAP”). The unamortized debt issuance costs are reflected in the carrying value of the Notes as presented in the Consolidated Statements of Assets and Liabilities. Debt issuance costs are amortized through the life of the Notes and recorded as interest expense in the current period.

 

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DESCRIPTION OF THE EXCHANGE NOTES

We issued the 2030 Restricted Notes, and will issue the 2030 Exchange Notes, under the base indenture as supplemented by the first supplemental indenture. We issued the 2031 Restricted Notes, and will issue the 2031 Exchange Notes, under the base indenture as supplemented by the second supplemental indenture. Under the base indenture, we may issue debt securities in one or more series. As used in this section, all references to the “indenture” mean the base indenture as supplemented by the supplemental indentures. The 2030 Notes and the 2031 Notes that remain outstanding after the exchange offer will each be a single series under the indenture. We refer to the Restricted Notes and the Exchange Notes collectively as the “Notes.” The terms of the Notes include those expressly set forth in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended, or the TIA.

The following description is a summary of the material provisions of the Notes and the indenture and does not purport to be complete. This summary is subject to and is qualified by reference to all the provisions of the Notes and the indenture, including the definitions of certain terms used in the indenture. We urge you to read these documents, copies of which are filed as exhibits to the registration statement of which this prospectus forms a part, because they, and not this description, define your rights as a holder of the Notes.

For purposes of this description, references to “we,” “our” and “us” refer only to MSD Investment Corp. and not to any of its current or future subsidiaries and references to “subsidiaries” refer only to our consolidated subsidiaries and exclude any investments held by MSD Investment Corp. in the ordinary course of business which are not, under GAAP, consolidated on the financial statements of MSD Investment Corp. and its subsidiaries.

General

 

•

The Restricted Notes are, and the Exchange Notes will be, our general unsecured, senior obligations.

 

•

The 2030 Restricted Notes were initially issued in an aggregate principal amount of $500,000,000 and the 2031 Restricted Notes were initially issued in an aggregate principal amount of $400,000,000.

 

•

The 2030 Notes will mature on May 31, 2030 and the 2031 Notes will mature on February 5, 2031, in each case unless earlier redeemed or repurchased, as discussed below.

 

•

The 2030 Restricted Notes bear cash interest from April 2, 2025, at an annual rate of 6.250% payable semi-annually on May 31 and November 30 of each year, beginning on November 30, 2025.

 

•

The 2030 Exchange Notes will bear cash interest from the most recent date on which interest on the 2030 Restricted Notes has been paid or duly provided for at an annual rate of 6.250% payable semi-annually on May 31 and November 30 of each year.

 

•

The 2031 Restricted Notes bear cash interest from August 5, 2026, at an annual rate of 6.125% payable semi-annually on February 5 and August 5 of each year, beginning on August 5, 2026.

 

•

The 2031 Exchange Notes will bear cash interest from August 5, 2026 or the most recent date on which interest on the 2031 Restricted Notes has been paid or duly provided for at an annual rate of 6.125% payable semi-annually on February 5 and August 5 of each year, beginning on August 5, 2026.

 

•

The Restricted Notes were, and the Exchange Notes will be, subject to redemption at our option as described under “— Optional Redemption.”

 

•

The Restricted Notes are, and the Exchange Notes will be, subject to repurchase by us at the option of the holders following a Change of Control Repurchase Event (as defined below under “— Offer to Repurchase Upon a Change of Control Repurchase Event”), at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the date of repurchase.

 

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•

The Restricted Notes are, and the Exchange Notes will be, issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

 

•

The Restricted Notes are, and the Exchange Notes will be, represented by one or more registered Notes in global form, but in certain limited circumstances may be represented by Notes in definitive form. See “— Book-Entry, Settlement and Clearance.”

We issued the 2030 Restricted Notes and 2031 Restricted Notes in the aggregate principal amounts of $500,000,000 and $400,000,000, respectively, in transactions not requiring registration under the Securities Act on April 2, 2025 and December 5, 2025, respectively. The indenture does not limit the amount of debt that may be issued by us or our subsidiaries under the indenture or otherwise. The indenture does not contain any financial covenants and does not restrict us from paying dividends or issuing or repurchasing our other securities. Other than restrictions described under “— Offer to Repurchase Upon a Change of Control Repurchase Event” and “— Merger, Consolidation or Sale of Assets” below, the indenture does not contain any covenants or other provisions designed to afford holders of the Notes protection in the event of a highly leveraged transaction involving us or in the event of a decline in our credit rating as the result of a takeover, recapitalization, highly leveraged transaction or similar restructuring involving us that could adversely affect such holders. We may, without the consent of the holders, issue additional Notes of each series under the indenture with the same terms (except for the issue date, public offering price and, if applicable, the initial interest payment date) and with the same CUSIP numbers as the applicable series of Notes in an unlimited aggregate principal amount; provided that such additional Notes must be part of the same issue as the applicable series of Notes for U.S. federal income tax purposes.

We do not intend to list the Notes on any securities exchange or any automated dealer quotation system.

Payments on the Notes; Paying Agent and Registrar; Transfer and Exchange

We will pay the principal of, and interest on, the Notes in global form registered in the name of or held by DTC or its nominee in immediately available funds to DTC or its nominee, as the case may be, as the registered holder of such Global Note (as defined below).

Payment of principal of (and premium, if any) and interest on the Notes will be made at the corporate trust office of the trustee in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at our option payment of interest may be made by (i) check mailed to the address of the person entitled thereto as such address shall appear in the security register or (ii) transfer to an account maintained by the holder located in the United States.

A holder of certificated Notes may transfer or exchange Notes at the office of the registrar in accordance with the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents. No service charge will be imposed by us, the trustee or the registrar for any registration of transfer or exchange of Notes, but we may require a holder to pay a sum sufficient to cover any transfer tax or other similar governmental charge required by law or permitted by the indenture.

The registered holder of a Note will be treated as its owner for all purposes.

Interest

2030 Notes

The 2030 Restricted Notes bear, and the 2030 Exchange Notes will bear, cash interest at a rate of 6.250% per annum until maturity. Interest on the 2030 Notes will accrue from the most recent date on which interest has been paid or duly provided for. Interest on the 2030 Notes will be payable semiannually in arrears on May 31 and November 30 of each year.

 

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No interest will be paid on the 2030 Notes at the time of the exchange. The 2030 Exchange Notes will accrue interest from the most recent date on which interest has been paid or duly provided for on the 2030 Restricted Notes. Accordingly, the holders of 2030 Restricted Notes that are accepted for exchange will not receive accrued but unpaid interest on such 2030 Restricted Notes at the time of exchange. Rather, that interest will be payable on the 2030 Exchange Notes delivered in exchange for the 2030 Restricted Notes on the first interest payment date after the expiration of the Exchange Offer, which is expected to be     , 2025.

Interest will be paid to the person in whose name a 2030 Note is registered at 5:00 p.m. New York City time (the “close of business”) on May 17 or November 17, as the case may be, immediately preceding the relevant interest payment date. Interest on the 2030 Notes will be computed on the basis of a 360-day year composed of twelve 30-day months.

2031 Notes

The 2031 Restricted Notes bear, and the 2031 Exchange Notes will bear, cash interest at a rate of 6.125% per annum until maturity. Interest on the 2031 Notes will accrue from December 5, 2025 or the most recent date on which interest has been paid or duly provided for. Interest on the 2031 Notes will be payable semiannually in arrears on February 5 and August 5 of each year, beginning on August 5, 2026.

No interest will be paid on the 2031 Notes at the time of the exchange. The 2031 Exchange Notes will accrue interest from the most recent date on which interest has been paid or duly provided for on the2031 Restricted Notes. Accordingly, the holders of 2031 Restricted Notes that are accepted for exchange will not receive accrued but unpaid interest on such 2031 Restricted Notes at the time of exchange. Rather, that interest will be payable on the 2031 Exchange Notes delivered in exchange for the 2031 Restricted Notes on the first interest payment date after the expiration of the Exchange Offer, which is expected to be     , 2025.

Interest will be paid to the person in whose name a 2031 Note is registered at 5:00 p.m. New York City time (the “close of business”) on January 22 or July 22, as the case may be, immediately preceding the relevant interest payment date. Interest on the 2031 Notes will be computed on the basis of a 360-day year composed of twelve 30-day months.

The Notes

If any interest payment date, redemption date, the maturity date or any earlier required repurchase date upon a Change of Control Repurchase Event of a Note falls on a day that is not a business day, the required payment will be made on the next succeeding business day and no interest on such payment will accrue in respect of the delay. The term “business day” means, with respect to any Note, any day other than a Saturday, a Sunday or a day on which banking institutions in New York or the city in which the corporate trust office is located are authorized or obligated by law, regulation or executive order to remain closed.

Ranking

The Restricted Notes are, and the Exchange Notes will be, our general unsecured obligations that rank senior in right of payment to all of our future indebtedness that is expressly subordinated, or junior, in right of payment to the Notes. The Restricted Notes rank, and the Exchange Notes will rank, pari passu, or equally, in right of payment with all of our existing and future liabilities that are not so subordinated, or junior. The Restricted Notes effectively rank, and the Exchange Notes will effectively rank, senior to any series of preferred stock that we may issue in the future. The Restricted Notes effectively rank, and the Exchange Notes will effectively rank, subordinated, or junior, to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness. The Restricted Notes rank, and the Exchange Notes will rank, structurally subordinated, or junior, to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar

 

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facilities. In the event of our bankruptcy, liquidation, reorganization or other winding up, our assets that secure secured debt will be available to pay obligations on the Notes only after all indebtedness under such secured debt has been repaid in full from such assets. There may not be sufficient assets remaining to pay amounts due on any or all the Notes then outstanding.

As of September 30, 2025, our total consolidated indebtedness was approximately $3.1 billion of aggregate principal amount outstanding, of which approximately $635 million was secured indebtedness at the Company level, approximately $1.4 billion was indebtedness of our consolidated subsidiaries and approximately $1.1 billion was unsecured indebtedness at the Company level. Subsequent to September 30, 2025, on December 5, 2025 we issued $400 million of our 2031 Restricted Notes.

None of our current indebtedness will be subordinated to the Notes. Our capitalization will not change as a result of issuing the Exchange Notes.

Optional Redemption

2030 Notes

Prior to April 30, 2030 (one month prior to their maturity date), we may redeem the 2030 Notes at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

 

(1)

(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2030 Notes matured on the 2030 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the 2030 Treasury Rate plus 40 basis points less (b) interest accrued to the date of redemption, and

 

(2)

100% of the principal amount of the 2030 Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, we may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Note being redeemed plus accrued and unpaid interest thereon to the redemption date.

“2030 Treasury Rate” means, with respect to any redemption date, the yield determined by us in accordance with the following two paragraphs.

The 2030 Treasury Rate shall be determined by us after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the 2030 Treasury Rate, we shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the 2030 Par Call Date (the “2030 Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the 2030 Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the 2030 Remaining Life – and shall interpolate to the 2030 Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the 2030 Remaining Life, the yield for the single Treasury constant maturity on H.15

 

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closest to the 2030 Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third business day preceding the redemption date H.15 TCM or any successor designation or publication is no longer published, we shall calculate the 2030 Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the 2030 Par Call Date, as applicable. If there is no United States Treasury security maturing on the 2030 Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the 2030 Par Call Date, one with a maturity date preceding the 2030 Par Call Date and one with a maturity date following the 2030 Par Call Date, we shall select the United States Treasury security with a maturity date preceding the 2030 Par Call Date. If there are two or more United States Treasury securities maturing on the 2030 Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, we shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the 2030 Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

Our actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The trustee shall have no responsibility or liability for calculation or determination of the redemption price.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 calendar days but not more than 60 calendar days before the redemption date to each holder of 2030 Notes to be redeemed.

In the case of a partial redemption, selection of the 2030 Notes for redemption will be made pro rata, by lot or by such other method as the trustee in its sole discretion deems appropriate and fair. No 2030 Notes of a principal amount of $2,000 or less will be redeemed in part. If any 2030 Note is to be redeemed in part only, the notice of redemption that relates to the 2030 Note will state the portion of the principal amount of the 2030 Note to be redeemed. A new 2030 Note in a principal amount equal to the unredeemed portion of the 2030 Note will be issued in the name of the holder of the 2030 Note upon surrender for cancellation of the original 2030 Note. For so long as the Notes are held by DTC (or another depositary), the redemption of the 2030 Notes shall be done in accordance with the policies and procedures of the depositary.

Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the 2030 Notes or portions thereof called for redemption.

2031 Notes

Prior to January 5, 2031 (one month prior to their maturity date), we may redeem the 2031 Notes at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

 

(1)

(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2031 Notes matured on the 2031 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points less (b) interest accrued to the date of redemption, and

 

(2)

100% of the principal amount of the 2031 Notes to be redeemed,

 

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plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the 2031 Par Call Date, we may redeem the 2031 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2031 Note being redeemed plus accrued and unpaid interest thereon to the redemption date.

“2031 Treasury Rate” means, with respect to any redemption date, the yield determined by us in accordance with the following two paragraphs.

The 2031 Treasury Rate shall be determined by us after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as H.15 under the caption H.15 TCM. In determining the 2031 Treasury Rate, we shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the 2031 Par Call Date (the “2031 Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the 2031 Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the 2031 Remaining Life – and shall interpolate to the 2031 Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the 2031 Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third business day preceding the redemption date H.15 TCM or any successor designation or publication is no longer published, we shall calculate the 2031 Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the 2031 Par Call Date, as applicable. If there is no United States Treasury security maturing on the 2031 Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the 2031 Par Call Date, one with a maturity date preceding the 2031 Par Call Date and one with a maturity date following the 2031 Par Call Date, we shall select the United States Treasury security with a maturity date preceding the 2031 Par Call Date. If there are two or more United States Treasury securities maturing on the 2031 Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, we shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the 2031 Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

Our actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The trustee shall have no responsibility or liability for calculation or determination of the redemption price.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 calendar days but not more than 60 calendar days before the redemption date to each holder of 2031 Notes to be redeemed.

In the case of a partial redemption, selection of the 2031 Notes for redemption will be made pro rata, by lot or by such other method as the trustee in its sole discretion deems appropriate and fair. No 2031 Notes of a

 

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principal amount of $2,000 or less will be redeemed in part. If any 2031 Note is to be redeemed in part only, the notice of redemption that relates to the 2031 Note will state the portion of the principal amount of the Note to be redeemed. A new 2031 Note in a principal amount equal to the unredeemed portion of the 2031 Note will be issued in the name of the holder of the 2031 Note upon surrender for cancellation of the original 2031 Note. For so long as the 2031 Notes are held by DTC (or another depositary), the redemption of the 2031 Notes shall be done in accordance with the policies and procedures of the depositary.

Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the 2031 Notes or portions thereof called for redemption.

The Notes

Any notice of redemption may, in our discretion, be given subject to the satisfaction of one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in us or another entity). In that case, such notice of redemption shall describe each such condition, and, if applicable, shall state that, in our discretion, (i) the redemption date may be delayed until such time (including by more than 60 calendar days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied, or (ii) such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by us by the relevant redemption date, or by the redemption date as so delayed

Offer to Repurchase Upon a Change of Control Repurchase Event

If a Change of Control Repurchase Event occurs, unless we have exercised our right to redeem the Notes in full, we will make an offer to each holder of Notes to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 principal amount in excess thereof) of that holder’s Notes at a repurchase price in cash equal to 100% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest and additional interest, if any, on the Notes repurchased to, but not including, the date of purchase. Within 30 days following any Change of Control Repurchase Event or, at our option, prior to any Change of Control, but after the public announcement of the Change of Control, we will mail a notice to each holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict.

On the Change of Control Repurchase Event payment date, subject to extension if necessary to comply with the provisions of the 1940 Act, we will, to the extent lawful:

 

(1)

accept for payment all Notes or portions of Notes properly tendered pursuant to our offer;

 

(2)

deposit with the paying agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and

 

(3)

deliver or cause to be delivered to the trustee the Notes properly accepted, together with an officers’ certificate stating the aggregate principal amount of Notes being purchased by us.

 

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The paying agent will promptly remit to each holder of Notes properly tendered the purchase price for the Notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

We will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us and such third party purchases all Notes properly tendered and not withdrawn under its offer.

The source of funds that will be required to repurchase Notes in the event of a Change of Control Repurchase Event will be our available cash or cash generated from our operations or other potential sources, including funds provided by a purchaser in the Change of Control transaction, borrowings, sales of assets or sales of equity. We cannot assure you that sufficient funds from such sources will be available at the time of any Change of Control Repurchase Event to make required repurchases of Notes tendered. The terms of certain of our Credit Facilities provide that certain change of control events will constitute an event of default thereunder entitling the lenders to accelerate any indebtedness outstanding under the Credit Facilities at that time and to terminate such Credit Facilities. In addition, the note purchase agreements governing our Unsecured Notes each contain a provision that would require us to offer to prepay the applicable Unsecured Notes upon the occurrence of a change of control (as defined therein). A failure to repay any tendered Unsecured Notes would constitute an event of default under the applicable note purchase agreement for such Unsecured Notes. See “Note 7. Borrowings” in our consolidated financial statements in our 2024 Annual Report and our Q3 2025 Quarterly Report, each of which is incorporated by reference herein for a general discussion of our indebtedness. Our future debt instruments may contain similar restrictions and provisions. If the holders of the Notes exercise their right to require us to repurchase Notes upon a Change of Control Repurchase Event, the financial effect of this repurchase could cause a default under our future debt instruments, even if the Change of Control Repurchase Event itself would not cause a default. It is possible that we will not have sufficient funds at the time of the Change of Control Repurchase Event to make the required repurchase of the Notes and/or our other debt. See “Risk Factors — We may not be able to repurchase the Exchange Notes upon a Change of Control Repurchase Event.”

The definition of “Change of Control” includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of “all or substantially all” of our properties or assets and those of our subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise, established definition of the phrase under applicable law. Accordingly, the ability of a holder of Notes to require us to repurchase the Notes as a result of a sale, transfer, conveyance or other disposition of less than all of our assets and the assets of our subsidiaries taken as a whole to another person or group may be uncertain.

For purposes of the Notes:

“Below Investment Grade Rating Event for the 2030 Notes” means the 2030 Notes are downgraded below Investment Grade by both Rating Agencies on any date from the date of the public notice of an arrangement that results in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the 2030 Notes is under publicly announced consideration for possible downgrade by either of the Rating Agencies); provided that a Below Investment Grade Rating Event for the 2030 Notes otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for the 2030 Notes for purposes of the definition of Change of Control Repurchase Event hereunder) if either of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the trustee in writing at its

 

38

request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event for the 2030 Notes).

“Below Investment Grade Rating Event for the 2031 Notes” means the 2031 Notes are downgraded below Investment Grade by both Rating Agencies on any date from the date of the public notice of an arrangement that results in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the 2031 Notes is under publicly announced consideration for possible downgrade by either of the Rating Agencies); provided that a Below Investment Grade Rating Event for the 2031 Notes otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for the 2031 Notes for purposes of the definition of Change of Control Repurchase Event hereunder) if either of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event for the 2031 Notes).

“Change of Control” means the occurrence of any of the following:

 

(1)

the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation) in one or a series of related transactions, of all or substantially all of the assets of the Company and its Controlled Subsidiaries taken as a whole to any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act), other than to any Permitted Holders; provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Controlled Subsidiaries shall not be deemed to be any such sale, lease, transfer, conveyance or disposition;

 

(2)

the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) (other than any Permitted Holders) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Company, measured by voting power rather than number of shares; or

 

(3)

the approval by the Company’s shareholders of any plan or proposal relating to the liquidation or dissolution of the Company.

“Change of Control Repurchase Event” means (i) for the 2030 Notes, both the occurrence of a Change of Control event and a Below Investment Grade Rating Event for the 2030 Notes; and (ii) for the 2031 Notes, both the occurrence of a Change of Control event and a Below Investment Grade Rating Event for the 2031 Notes.

“Controlled Subsidiary” means any subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

“Fitch” means Fitch, Inc., also known as Fitch Ratings, or any successor thereto.

“Investment Grade” means, (i) in the case of the 2030 Notes, a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch) and Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) (or, in each case, if such Rating Agency ceases to rate the 2030 Notes for reasons outside of our control, the equivalent investment grade credit rating from any Rating Agency

 

39

selected by us as a replacement Rating Agency); and (ii) in the case of the 2031 Notes, a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch) and Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) (or, in each case, if such Rating Agency ceases to rate the 2031 Notes for reasons outside of our control, the equivalent investment grade credit rating from any Rating Agency selected by us as a replacement Rating Agency).

“Moody’s” means Moody’s Investor Services, Inc., or any successor thereto.

“Permitted Holders” means (i) us, (ii) one or more of our Controlled Subsidiaries (iii) MSD Partners, L.P. or any affiliate of MSD Partners, L.P. that is organized under the laws of a jurisdiction located in the United States of America and in the business of managing or advising clients and (iv) Michael S. Dell or any entities directly or indirectly owned or controlled by Michael S. Dell.

“Rating Agency” means:

 

(1)

each of Fitch and Moody’s; and

 

(2)

if either of Fitch or Moody’s ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of our control, a “nationally recognized statistical rating organization” as defined in Section (3)(a)(62) of the Exchange Act selected by us as a replacement agency for Fitch and/or Moody’s, as the case may be.

“Voting Stock” as applied to stock of any person, means shares, interests, participations or other equivalents in the equity interest (however designated) in such person having ordinary voting power for the election of a majority of the directors (or the equivalent) of such person, other than shares, interests, participations or other equivalents having such power only by reason of the occurrence of a contingency.

Covenants

The covenants in the base indenture shall apply to the Notes. Certain of such covenants are described in further detail below:

Merger, Consolidation or Sale of Assets

The indenture provides that we will not merge or consolidate with or into any other person (other than a merger of a wholly owned subsidiary into us), or sell, transfer, lease, convey or otherwise dispose of all or substantially all our property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Controlled Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in any one transaction or series of related transactions unless:

 

•

we are the surviving person (the “Surviving Person”) or the Surviving Person (if other than us) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America or any state or territory thereof;

 

•

the Surviving Person (if other than us) expressly assumes, by supplemental indenture in form reasonably satisfactory to the trustee, executed and delivered to the trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes outstanding, and the due and punctual performance and observance of all the covenants and conditions of the indenture and the Registration Rights Agreement to be performed by us;

 

•

immediately after giving effect to such transaction or series of related transactions, no default or event of default shall have occurred and be continuing; and

 

•

we shall deliver, or cause to be delivered, to the trustee, an officers’ certificate and an opinion of counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto, comply with this covenant and that all conditions precedent in the indenture relating to such transaction have been complied with.

 

40

For the purposes of this covenant, the sale, transfer, lease, conveyance or other disposition of all the property of one or more of our subsidiaries, which property, if held by us instead of such subsidiaries, would constitute all or substantially all of our property on a consolidated basis, shall be deemed to be the transfer of all or substantially all of our property.

Although there is a limited body of case law interpreting the phrase “substantially all”, there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the properties or assets of a person. As a result, it may be unclear as to whether the merger, consolidation or sale of assets covenant would apply to a particular transaction as described above absent a decision by a court of competent jurisdiction. Although these types of transactions are permitted under the indenture, certain of the foregoing transactions could constitute a Change of Control that results in a Change of Control Repurchase Event permitting each holder to require us to repurchase the Notes of such holder as described above.

An assumption by any person of obligations under the Notes and the indenture might be deemed for U.S. federal income tax purposes to be an exchange of the Notes for new Notes by the holders thereof, resulting in recognition of gain or loss for such purposes and possibly other adverse tax consequences to the holders. Holders are urged to consult their own tax advisors regarding the tax consequences of such an assumption.

Other Covenants

 

•

We agree that for the period of time during which the Notes are outstanding, we will not violate, whether or not we are subject to, Section 18(a)(1)(A) as modified by Section 61(a) of the 1940 Act or any successor provisions, as such obligation may be amended or superseded, giving effect to any exemptive relief that may be granted to us by the SEC.

 

•

If, at any time, we are not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with the SEC, we agree to furnish to holders of the Notes and the trustee, for the period of time during which the Notes are outstanding, our audited annual consolidated financial statements, within 90 days of our fiscal year end, and unaudited interim consolidated financial statements, within 45 days of our fiscal quarter end (other than our fourth fiscal quarter). All such financial statements will be prepared, in all material respects, in accordance with GAAP, as applicable.

Modification or Waiver

There are three types of changes we can make to the indenture and any debt securities issued thereunder, including the Notes.

Changes Requiring Your Approval

First, there are changes that we cannot make to your Notes without your specific approval. The following is a list of those types of changes:

 

•

change the stated maturity of the principal of or interest on a Note;

 

•

reduce any amounts due on a Note;

 

•

reduce the amount of principal payable upon acceleration of the maturity of a Note following a default;

 

•

adversely affect the right to receive payment of the principal of and interest on any Note;

 

•

change the currency of payment on a Note;

 

•

impair your right to sue for payment;

 

41

•

adversely affect any right to convert or exchange a Note in accordance with its terms;

 

•

modify the subordination provisions in the indenture in a manner that is adverse to holders of the Notes;

 

•

reduce the percentage of holders of Notes whose consent is needed to modify or amend the indenture;

 

•

reduce the percentage of holders of Notes whose consent is needed to waive compliance with certain provisions of the indenture or to waive certain defaults;

 

•

modify any other aspect of the provisions of the indenture dealing with supplemental indentures, modification and waiver of past defaults, changes to the quorum or voting requirements or the waiver of certain covenants; and

 

•

change any obligation we have to pay additional amounts.

Changes Not Requiring Approval

The second type of change does not require any vote by the holders of the Notes. This type is limited to clarifications, establishment of the form or terms of new securities of any series as permitted by the indenture and certain other changes that would not adversely affect holders of the outstanding Notes in any material respect. We also do not need any approval to make any change that affects only debt securities to be issued under the indenture after the change takes effect.

Changes Requiring Majority Approval

Any other change to the indenture and the Notes would require the following approval:

 

•

If the change affects only one series of debt securities, it must be approved by the holders of a majority in principal amount of that series.

 

•

If the change affects more than one series of debt securities issued under the indenture, it must be approved by the holders of a majority in principal amount of all of the series affected by the change, with all affected series voting together as one class for this purpose.

The holders of a majority in principal amount of all of the series of debt securities issued under the indenture, voting together as one class for this purpose, may waive our compliance with some of our covenants in the indenture. However, we cannot obtain a waiver of a payment default or of any of the matters covered by the bullet points included above under “— Changes Requiring Your Approval.”

Further Details Concerning Voting

When taking a vote, we will use the following rules to decide how much principal to attribute to a debt security:

 

•

For original issue discount securities, we will use the principal amount that would be due and payable on the voting date if the maturity of these debt securities were accelerated to that date because of a default.

 

•

For indexed debt securities, we will use the principal face amount of such indexed security at original issuance, unless otherwise provided.

 

•

For debt securities denominated in one or more foreign currencies, we will use the U.S. dollar equivalent.

Notes will not be considered outstanding, and therefore not eligible to vote, if we have deposited or set aside in trust money for their payment or redemption. Notes will also not be eligible to vote if they have been fully defeased as described later under “Satisfaction and Discharge; Defeasance.”

 

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We will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding Notes that are entitled to vote or take other action under the indenture. If we set a record date for a vote or other action to be taken by holders of one or more series, that vote or action may be taken only by persons who are holders of outstanding indenture securities of those series on the record date and must be taken within eleven months following the record date.

Book-entry and other indirect holders should consult their banks or brokers for information on how approval may be granted or denied if we seek to change the indenture or the Notes or request a waiver.

Events of Default

Each of the following is an event of default:

 

(1)

default in the payment of any interest upon any Note when due and payable and the default continues for a period of 30 calendar days;

 

(2)

default in the payment of the principal of (or premium, if any, on) any Note when it becomes due and payable at its maturity including upon any redemption date or required repurchase date;

 

(3)

default in the deposit of any sinking fund payment, when and as due by the terms of any Notes, and continuance of such default for a period of 5 days;

 

(4)

our failure for 60 consecutive calendar days after written notice from the trustee or the holders of at least 25% in principal amount of the Notes then outstanding has been received to comply with any of our other agreements contained in the Notes or indenture;

 

(5)

default by us or any of our significant subsidiaries, as defined in Article 1, Rule 1-02 of Regulation S-X under the Exchange Act (but excluding any subsidiary which is (a) a non-recourse or limited recourse subsidiary, (b) a bankruptcy remote special purpose vehicle or (c) is not consolidated with the Company for purposes of GAAP), with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $100 million in the aggregate of us and/or any such subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay the principal or interest of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, unless, in either case, such indebtedness is discharged, or such acceleration is rescinded, stayed or annulled, within a period of 30 calendar days after written notice of such failure is given to us by the trustee or to us and the trustee by the holders of at least 25% in aggregate principal amount of the Notes then outstanding;

 

(6)

pursuant to Section 18(a)(1)(C)(ii) and Section 61 of the 1940 Act, on the last business day of each of 24 consecutive calendar months, any class of securities shall have an asset coverage (as such term is used in the 1940 Act) of less than 100% or such lower percentage that is provided for by giving effect to any amendment to such provisions of the 1940 Act or to any no-action, interpretive or exemptive relief granted to us by the SEC; and

 

(7)

certain events of bankruptcy, insolvency, or reorganization involving us occur and remain undischarged or unstayed for a period of 60 days.

If an event of default occurs and is continuing, then and in every such case (other than an event of default specified in item (7) above) the trustee or the holders of at least 25% in principal amount of the outstanding Notes may declare the entire principal amount of Notes to be due and immediately payable, by a notice in writing to us (and to the trustee if given by the holders), and upon any such declaration such principal or specified portion thereof shall become immediately due and payable. Notwithstanding the foregoing, in the case of the events of bankruptcy, insolvency or reorganization described in item (7) above, 100% of the principal of and accrued and unpaid interest on the Notes will automatically become due and payable.

 

43

At any time after a declaration of acceleration with respect to the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of not less than a majority in principal amount of the outstanding Notes, by written notice to us and the trustee, may rescind and annul such declaration and its consequences if (i) we have paid or deposited with the trustee a sum sufficient to pay all overdue installments of interest, if any, on all outstanding Notes, the principal of (and premium, if any, on) all outstanding Notes that have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Notes, to the extent that payment of such interest is lawful interest upon overdue installments of interest at the rate or rates borne by or provided for in such Notes, and all sums paid or advanced by the trustee and the reasonable compensation, expenses, disbursements and advances of the trustee, its agents and counsel, and (ii) all events of default with respect to the Notes, other than the nonpayment of the principal of (or premium, if any, on) or interest on such Notes that have become due solely by such declaration of acceleration, have been cured or waived. No such rescission will affect any subsequent default or impair any right consequent thereon.

No holder of Notes will have any right to institute any proceeding, judicial or otherwise, with respect to the indenture, or for the appointment of a receiver or trustee, or for any other remedy under the indenture, unless:

 

(i)

such holder has previously given written notice to the trustee of a continuing event of default with respect to the Notes,

 

(ii)

the holders of not less than 25% in principal amount of the outstanding Notes shall have made written request to the trustee to institute proceedings in respect of such event of default;

 

(iii)

such holder or holders have offered, and, if requested, provided to the trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;

 

(iv)

the trustee for 60 calendar days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

 

(v)

no direction inconsistent with such written request has been given to the trustee during such 60-day period by the holders of a majority in principal amount of the outstanding Notes.

Notwithstanding any other provision in the indenture, the holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any, on) and interest, if any, on such Note on the stated maturity or maturity expressed in such Note (or, in the case of redemption, on the redemption date or, in the case of repayment at the option of the holders, on the repayment date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such holder.

The trustee shall be under no obligation to exercise any of the rights or powers vested in it by the indenture at the request or direction of any of the holders of the Notes unless such holders shall have offered to the trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. Subject to the foregoing, the holders of a majority in principal amount of the outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the Notes, provided that (i) such direction shall not be in conflict with any rule of law or with this indenture, (ii) the trustee may take any other action deemed proper by the trustee that is not inconsistent with such direction and (iii) the trustee need not take any action that it determines in good faith may involve it in personal liability or be unjustly prejudicial to the holders of Notes not consenting (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).

The holders of not less than a majority in principal amount of the outstanding Notes may on behalf of the holders of all of the Notes waive any past default under the indenture with respect to the Notes and its

 

44

consequences, except a default (i) in the payment of the principal of (or premium, if any, on) or interest, if any, on any Note, or (ii) in respect of a covenant or provision of the indenture which cannot be modified or amended without the consent of the holder of each outstanding Note affected. Upon any such waiver, such default shall cease to exist, and any event of default arising therefrom shall be deemed to have been cured, for every purpose, but no such waiver shall extend to any subsequent or other default or event of default or impair any right consequent thereto.

We are required to deliver to the trustee, within 120 days after the end of each fiscal year, an officers’ certificate stating whether to the knowledge of the signers any default or event of default occurred during the previous year that is continuing.

Within 90 days after the occurrence of any default under the indenture with respect to the Notes, the trustee shall transmit notice of such default known to the trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any, on) or interest, if any, on any Note, the trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors of the trustee in good faith determines that withholding of such notice is in the interest of the holders of the Notes.

If a default for a failure to deliver a required notice or certificate in connection with another default under the indenture (the “Initial Default”) occurs, then at the time such Initial Default is cured, such default for a failure to deliver a required notice or certificate in connection with another default that resulted solely because of that Initial Default will also be cured without any further action and any default or event of default for the failure to deliver any notice or certificate pursuant to any other provision of the indenture will be deemed to be cured upon the delivery of any such notice or certificate required by such covenant or such notice or certificate, as applicable, even though such delivery is not within the prescribed period specified in the indenture.

The following provisions from the base indenture shall not apply to the Notes: (i) the second to last paragraph of Section 3.05 of the base indenture, (ii) the last paragraph in Section 5.01 of the base indenture, (iii) the third, fourth, fifth and sixth paragraphs of Section 5.02 of the base indenture and (iv) the last sentence of the seventh paragraph of Section 5.02 of the base indenture.

Satisfaction and Discharge; Defeasance

We may satisfy and discharge our obligations under the indenture with respect to the Notes by delivering to the securities registrar for cancellation all outstanding Notes or by depositing with the trustee or delivering to the holders, as applicable, after the Notes have become due and payable, or otherwise moneys sufficient to pay all of the outstanding Notes and paying all other sums payable under the indenture by us. Such discharge is subject to terms contained in the indenture.

In addition, the Restricted Notes are, and the Exchange Notes will be, subject to defeasance and covenant defeasance, in each case, in accordance with the terms of the indenture. Defeasance means that, subject to the satisfaction of certain conditions, including, but not limited to, (i) depositing in trust for the benefit of the holders of the Notes a combination of money and/or U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Notes on their various due date and (ii) delivering to the trustee an opinion of counsel stating that (a) we have received from, or there has been published by, the Internal Revenue Service (the “IRS”) a ruling, or (b) since the date of execution of the indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon, the holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred, we can legally release ourselves from all payment and other obligations on the Notes. Covenant defeasance means that, subject to the satisfaction of certain conditions, including, but not limited to, (i) depositing in trust for the benefit

 

45

of the holders of the Notes a combination of money and/or U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Notes on their various due dates and (ii) delivering to the trustee an opinion of counsel to the effect that the holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred, we will be released from some of the restrictive covenants in the indenture.

No Personal Liability of Trustees, Officers, Employees and Shareholders

No past, present or future trustee, officer, employee, incorporator or shareholders of ours, as such, will have any liability for any obligations of ours under the indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each holder of the Notes will be deemed to waive and release all such liability, and such waiver and release are part of the consideration for the issuance of the Notes.

Trustee

U.S. Bank Trust Company, National Association, is the trustee, security registrar and paying agent. U.S. Bank Trust Company, National Association, in each of its capacities, including without limitation as trustee, security registrar and paying agent, assumes no responsibility for the accuracy or completeness of the information concerning us or our affiliates or any other party contained in this prospectus or the related documents or for any failure by us or any other party to disclose events that may have occurred and may affect the significance or accuracy of such information, or for any information provided to it by us, including but not limited to settlement amounts and any other information.

We may maintain banking relationships in the ordinary course of business with the trustee and its affiliates.

Governing Law

The indenture provides that it and the Notes shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws that would cause the application of laws of another jurisdiction.

Book-Entry, Settlement and Clearance

Global Notes

The Exchange Notes will be initially issued in the form of one or more registered Exchange Notes in global form, without interest coupons (the “Global Notes”).

Upon issuance, each of the Global Notes will be deposited with the trustee as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC.

Ownership of beneficial interests in a Global Note will be limited to persons who have accounts with DTC (“DTC participants”) or persons who hold interests through DTC participants. We expect that under procedures established by DTC:

 

•

upon deposit of a Global Note with DTC’s custodian, DTC will credit portions of the principal amount of the Global Note to the accounts of the applicable DTC participants; and

 

•

ownership of beneficial interests in a Global Note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the Global Note).

 

46

Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time. Beneficial interests in Global Notes may not be exchanged for Notes in physical, certificated form except in the limited circumstances described below.

Book-Entry Procedures for Global Notes

All interests in the Global Notes will be subject to the operations and procedures of DTC, Euroclear and Clearstream. We provide the following summary of those operations and procedures solely for the convenience of investors. The operations and procedures of each settlement system are controlled by that settlement system and may be changed at any time. Neither we nor the trustee nor the exchange agent are responsible for those operations or procedures.

DTC has advised us that it is:

 

•

a limited purpose trust company organized under the laws of the State of New York;

 

•

a “banking organization” within the meaning of the New York State Banking Law;

 

•

a member of the Federal Reserve System;

 

•

a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

 

•

a “clearing agency” registered under Section 17A of the Exchange Act.

DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers; banks and trust companies; clearing corporations and other organizations. Indirect access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

So long as DTC’s nominee is the registered owner of a Global Note, that nominee will be considered the sole owner or holder of the Notes represented by that Global Note for all purposes under the indenture. Except as provided below, owners of beneficial interests in a Global Note:

 

•

will not be entitled to have Notes represented by the Global Note registered in their names;

 

•

will not receive or be entitled to receive physical, certificated Notes; and

 

•

will not be considered the owners or holders of the Notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the indenture.

As a result, each investor who owns a beneficial interest in a Global Note must rely on the procedures of DTC to exercise any rights of a holder of Notes under the indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

Payments of principal and interest with respect to the Notes represented by a Global Note will be made by the trustee to DTC’s nominee as the registered holder of the Global Note. Neither we nor the trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a Global Note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

 

47

Payments by participants and indirect participants in DTC to the owners of beneficial interests in a Global Note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

Transfers between participants in DTC will be effected under DTC’s procedures and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way under the rules and operating procedures of those systems.

Cross-market transfers between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected within DTC through the DTC participants that are acting as depositaries for Euroclear and Clearstream. To deliver or receive an interest in a Global Note held in a Euroclear or Clearstream account, an investor must send transfer instructions to Euroclear or Clearstream, as the case may be, under the rules and procedures of that system and within the established deadlines of that system. If the transaction meets its settlement requirements, Euroclear or Clearstream, as the case may be, will send instructions to its DTC depositary to take action to effect final settlement by delivering or receiving interests in the relevant Global Notes in DTC, and making or receiving payment under normal procedures for same-day funds settlement applicable to DTC. Euroclear and Clearstream participants may not deliver instructions directly to the DTC depositaries that are acting for Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant that purchases an interest in a Global Note from a DTC participant will be credited on the business day for Euroclear or Clearstream immediately following the DTC settlement date. Cash received in Euroclear or Clearstream from the sale of an interest in a Global Note to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account as of the business day for Euroclear or Clearstream following the DTC settlement date.

DTC, Euroclear and Clearstream have agreed to the above procedures to facilitate transfers of interests in the Global Notes among participants in those settlement systems. However, the settlement systems are not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither we nor the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their participants or indirect participants of their obligations under the rules and procedures governing their operations.

Certificated Notes

Notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related Notes only if:

 

•

DTC notifies us at any time that it is unwilling or unable to continue as depositary for the Global Notes and a successor depositary is not appointed within 90 days;

 

•

DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days; or

 

•

an event of default with respect to the Notes has occurred and is continuing and such beneficial owner requests that its Notes be issued in physical, certificated form.

 

48

USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the Exchange Notes pursuant to the exchange offer. In consideration for issuing the Exchange Notes as contemplated in this prospectus, we will receive in exchange a like principal amount of Restricted Notes, the terms of which are substantially identical to the Exchange Notes. The Restricted Notes surrendered in exchange for the Exchange Notes will be retired and cancelled and cannot be reissued. Accordingly, the issuance of the Exchange Notes will not result in any change in our capitalization. We have agreed to bear the expenses of the exchange offer. These expenses are estimated to be approximately $    in the aggregate, which includes fees and expenses of the exchange agent and accounting, legal, printing and related fees and expenses. No underwriter is being used in connection with the exchange offer.

 

49

FINANCIAL HIGHLIGHTS

The information in “Consolidated Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 12. Financial Highlights” in Part II, Item 8 of our 2024 Annual Report and “Financial Statements – Notes to Consolidated Financial Statements (Unaudited) – Note 11. Financial Highlights” in Part I, Item 1 of our Q3 2025 Quarterly Report is incorporated by reference herein. You should read these financial highlights in conjunction with our consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for each period, each incorporated by reference into this prospectus and any documents incorporated by reference in this prospectus.

 

50

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our 2024 Annual Report and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2 of our Q3 2025 Quarterly Report is incorporated by reference herein.

 

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information in “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of our 2024 Annual Report and “Quantitative and Qualitative Disclosures About Market Risk” in Part I, Item 3 of our Q3 2025 Quarterly Report is incorporated by reference herein.

 

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BUSINESS

The information in “Consolidated Financial Statements and Supplementary Data” in Part II, Item 8, “Business” in Part I, Item 1 of our 2024 Annual Report, “Legal Proceedings” in Part I, Item 3 of our 2024 Annual Report, “Financial Statements” in Part I, Item 1 of our Q3 2025 Quarterly Report and “Legal Proceedings” in Part II, Item 1 of our Q3 2025 Quarterly Report is incorporated by reference herein.

 

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FINANCIAL STATEMENTS

The information in “Consolidated Financial Statements and Supplementary Data” in Part II, Item 8 of our 2024 Annual Report and “Financial Statements” in Part I, Item 1 of our Q3 2025 Quarterly Report is incorporated by reference herein.

 

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SENIOR SECURITIES

Information about our senior securities (including preferred stock, debt securities and other indebtedness) is shown in the following table as of December 31, 2024, 2023, 2022 and 2021. The report of our independent registered public accounting firm, Deloitte & Touche LLP, on the senior securities table is attached as an exhibit to the registration statement of which this prospectus is a part. The “ —” indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.

 

Class and Year		Total Amount Outstanding Exclusive of Treasury Securities (In thousands)(1)				Asset Coverage Per Unit(2)				Involuntary Liquidating Preference Per Unit(3)				Average Market Value Per Unit(4)
SPV I facility
Fiscal 2025 (as of September 30, 2025, unaudited)		$	514,000			$	1,898.72				—				N/A
Fiscal 2024			503,000				2,075.03				—				N/A
Fiscal 2023			378,000				1,815.51				—				N/A
Fiscal 2022			392,000				1,897.29				—				N/A
Fiscal 2021			220,000				1,736.58				—				N/A
SPV II facility
Fiscal 2025 (as of September 30, 2025, unaudited)		$	449,000			$	1,898.72				—				N/A
Fiscal 2024			537,000				2,075.03				—				N/A
Fiscal 2023			295,000				1,815.51				—				N/A
Collateralized loan obligations
Fiscal 2025 (as of September 30, 2025, unaudited)		$	390,000			$	1,898.72				—				N/A
Fiscal 2024			390,000				2,075.03				—				N/A
Fiscal 2023			390,000				1,815.51				—				N/A
Preferred Stock
Fiscal 2025 (as of September 30, 2025, unaudited)		$	750			$	1,898.72			$	3,390				N/A
Fiscal 2024			750				2,075.03				3,390				N/A
Fiscal 2023			750				1,815.51				3,390				N/A
Subscription facility
Fiscal 2023		$	35,000			$	1,815.51				—				N/A
Fiscal 2022			145,000				1,897.29				—				N/A
Fiscal 2021			190,000				1,736.58				—				N/A
Revolving credit facility
Fiscal 2025 (as of September 30, 2025, unaudited)		$	635,000			$	1,898.72				—				N/A
Fiscal 2024			150,000				2,075.03				—				N/A
Loan repurchase obligations
Fiscal 2025 (as of September 30, 2025, unaudited)		$	0			$	1,898.72				—				N/A
Fiscal 2024			52,043				2,075.03				—				N/A
Fiscal 2023			50,025				1,815.51				—				N/A
2030 Notes
Fiscal 2025 (as of September 30, 2025, unaudited)		$	500,000			$	1,898.72				—				N/A
Series A Notes
Fiscal 2025 (as of September 30, 2025, unaudited)		$	69,000			$	1,898.72				—				N/A

 

55

Class and Year		Total Amount Outstanding Exclusive of Treasury Securities (In thousands)(1)				Asset Coverage Per Unit(2)				Involuntary Liquidating Preference Per Unit(3)				Average Market Value Per Unit(4)
Fiscal 2024			69,000				2,075.03				—				N/A
Series B Notes
Fiscal 2025 (as of September 30, 2025, unaudited)		$	75,000			$	1,898.72				—				N/A
Fiscal 2024			75,000				2,075.03				—				N/A
Series C Notes
Fiscal 2025 (as of September 30, 2025, unaudited)		$	116,000			$	1,898.72				—				N/A
Fiscal 2024			116,000				2,075.03				—				N/A
Series D Notes
Fiscal 2025 (as of September 30, 2025, unaudited)		$	75,000			$	1,898.72				—				N/A
Fiscal 2024			75,000				2,075.03				—				N/A
Series E Notes
Fiscal 2025 (as of September 30, 2025, unaudited)		$	50,000			$	1,898.72				—				N/A
Fiscal 2024			50,000				2,075.03				—				N/A
Series F Notes
Fiscal 2025 (as of September 30, 2025, unaudited)		$	165,000			$	1,898.72				—				N/A
Fiscal 2024			165,000				2,075.03				—				N/A
Series G Notes
Fiscal 2025 (as of September 30, 2025, unaudited)		$	50,000			$	1,898.72				—				N/A
Fiscal 2024			50,000				2,075.03				—				N/A

(1)	Total amount of each class of senior securities outstanding at principal value at the end of the period presented.

(2)

The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total Assets, less all liabilities and indebtedness not represented by senior securities, divided by total senior securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine the “Asset Coverage Per Unit”.

(3)	The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it.

(4)	Not applicable because the securities are not registered for public trading on a stock exchange.

 

56

PORTFOLIO COMPANIES

The following table describes each of the businesses included in our portfolio and reflects data as of September 30, 2025. Percentages shown for class of investment securities held by us represent the percentage of the class owned and do not necessarily represent voting ownership. Percentages shown for equity securities, other than warrants or options, represent the actual percentage of the class of security held before dilution. Percentages shown for warrants and options held represent the percentage of the class of security we may own assuming we exercise our warrants or options before dilution.

Where we have indicated by footnote the amount of undrawn commitments to portfolio companies to fund various revolving and delayed draw senior secured and subordinated loans, such undrawn commitments are presented net of (i) standby letters of credit treated as drawn commitments because they are issued and outstanding, (ii) commitments substantially at our discretion and (iii) commitments that are unavailable due to borrowing base or other covenant restrictions.

PORTFOLIO COMPANIES

As of September 30, 2025

(dollar amounts in thousands)

 

Portfolio Company For SOI

Address

Moody’s Industry

Primary Asset Type

Current Interest Rate

Index

Effective/ Spread

Maturity Date

% of Class Held

Fair Value (in $ thousands)

1440 Foods Topco LLC

450 7th Ave, New York, New York 10001

Consumer Goods: Non-durable

First Lien Senior Secured Loan

9.2%

SOFR

5.000

%

10/31/2031

n/a

19,358

7Ridge Investments

130 Wood Street, London, United Kingdom

Banking, Finance, Insurance & Real Estate

First Lien Senior Secured Loan

12.00% PIK

SOFR

8.000

%

7/7/2028

n/a

44,922

7Ridge Investments—Delayed Draw Term Loan

130 Wood Street, London, United Kingdom

Banking, Finance, Insurance & Real Estate

First Lien Senior Secured Loan

12.0%

SOFR

8.000

%

7/7/2028

n/a

34

ALF Finance

2925 Richmond Ave Ste 1750, Houston, Texas 77002

Banking, Finance, Insurance & Real Estate

First Lien Senior Secured Loan

10.00% PIK

SOFR

6.000

%

12/10/2029

n/a

27,533

ALF Finance—Delayed Draw Term Loan

2925 Richmond Ave Ste 1750, Houston, Texas 77002

Banking, Finance, Insurance & Real Estate

First Lien Senior Secured Loan

10.00% PIK

SOFR

6.000

%

12/10/2029

n/a

37,657

ALF Finance— Incremental Term Loan

2925 Richmond Ave Ste 1750, Houston, Texas 77002

Banking, Finance, Insurance & Real Estate

First Lien Senior Secured Loan

10.00% PIK

SOFR

6.000

%

12/10/2029

n/a

6,932

Alteryx, Inc.

3347 Michelson Drive Suite 400, Irvine, California 92602

High Tech Industries

First Lien Senior Secured Loan

10.2%

SOFR

6.000

%

3/19/31

n/a

25,818

Alteryx, Inc.—Delayed Draw Term Loan

3347 Michelson Drive Suite 400, Irvine, California 92602

High Tech Industries

First Lien Senior Secured Loan

10.2%

SOFR

6.000

%

3/19/2031

n/a

58,678

Alteryx, Inc.—Revolving Credit Facility

3347 Michelson Drive Suite 400, Irvine, California 92602

High Tech Industries

First Lien Senior Secured Loan

10.0%

SOFR

6.000

%

3/19/2031

n/a

(112

)

American Auto Auction

10333 N Meridian St Ste 200, Carmel, Indiana 46032

Services: Business

First Lien Senior Secured Loan

8.5%

SOFR

4.500

%

5/22/2032

n/a

6,293

AmerSpirit FL LLC

1209 Orange Street, Wilmington, Delaware 19801

Hotel, Gaming & Leisure

First Lien Senior Secured Loan

8.8%

SOFR

4.750

%

8/15/2030

n/a

58,141

AmerSpirit FL LLC—Delayed Draw Term Loan

1209 Orange Street, Wilmington, Delaware 19801

Hotel, Gaming & Leisure

First Lien Senior Secured Loan

8.8%

SOFR

4.750

%

8/15/2030

n/a

171,333

AmerSpirit FL LLC—Delayed Draw Term Loan 2

1209 Orange Street, Wilmington, Delaware 19801

Hotel, Gaming & Leisure

First Lien Senior Secured Loan

8.8%

SOFR

4.750

%

8/15/2030

n/a

4,213

ASC Engineered Solutions

2001 Spring Road Suite 300, Oak Brook, Illinois 60523

Services: Business

First Lien Senior Secured Loan

9.1%

SOFR

5.000

%

7/10/2031

n/a

49,215

Aviation Institute of Maintenance

4455 South Blvd., Suite 250, Virginia Beach, Virginia 23451

Services: Consumer

First Lien Senior Secured Loan

11.0%

SOFR

7.000

%

5/3/2029

n/a

31,863

Aviation Institute of Maintenance— Delayed Draw Term Loan

4455 South Blvd., Suite 250, Virginia Beach, Virginia 23451

Services: Consumer

First Lien Senior Secured Loan

11.0%

SOFR

7.000

%

5/3/2029

n/a

18,564

AVSC Holding Corporation

5100 North River Road Suite 300, Schiller Park, Illinois 60176

Media: Diversified & Production

First Lien Senior Secured Loan

9.2%

SOFR

5.000

%

12/5/2031

n/a

57,390

AVSC Holding Corporation— Revolving Credit Facility

5100 North River Road Suite 300, Schiller Park, Illinois 60176

Media: Diversified & Production

First Lien Senior Secured Loan

9.1%

SOFR

5.000

%

12/5/2029

n/a

(105

)

BDO USA, P.C.

130 E Randolph St Ste 2800, Chicago, Illinois 60601

Services: Business

First Lien Senior Secured Loan

9.2%

SOFR

5.000

%

8/31/2028

n/a

65,342

Best Trash LLC

19430 FM 1093, Richmond, Texas 77469

Services: Business

First Lien Senior Secured Loan

9.0%

SOFR

4.750

%

7/10/2031

n/a

51,438

Best Trash LLC—Delayed Draw Term Loan

19430 FM 1093, Richmond, Texas 77469

Services: Business

First Lien Senior Secured Loan

9.2%

SOFR

4.750

%

7/10/2031

n/a

13,294

 

57

Portfolio Company For SOI

Address

Moody’s Industry

Primary Asset Type

Current Interest Rate

Index

Effective/ Spread

Maturity Date

% of Class Held

Fair Value (in $ thousands)

Best Trash LLC—Revolving Credit Facility

19430 FM 1093, Richmond, Texas 77469

Services: Business

First Lien Senior Secured Loan

9.0%

SOFR

5.000

%

7/10/2031

n/a

125

Bisnow

123 William St Suite 1505, New York, New York 10001

Media: Diversified & Production

First Lien Senior Secured Loan

11.5%

SOFR

7.500

%

5/9/2028

n/a

28,124

Boasso Global

16230 De Zavalla Road, Channelview, Texas 77530

Transportation: Cargo

First Lien Senior Secured Loan

8.9%

SOFR

4.750

%

7/1/2028

n/a

57,802

Boasso Global—Delayed Draw Term Loan

16230 De Zavalla Road, Channelview, Texas 77530

Transportation: Cargo

First Lien Senior Secured Loan

8.9%

SOFR

4.750

%

7/1/2028

n/a

8,003

Boasso Global—Revolving Credit Facility

16230 De Zavalla Road, Channelview, Texas 77530

Transportation: Cargo

First Lien Senior Secured Loan

8.7%

SOFR

4.750

%

3/31/2028

n/a

(10

)

Brock Holdings III, LLC

10343 Sam Houston Park Drive, Suite 200, Houston, Texas 77002

Services: Business

First Lien Senior Secured Loan

9.8%

SOFR

5.750

%

5/1/2030

n/a

24,255

Cadogan Tate

Cadogan House 239 Acton Lane, London, United Kingdom

Services: Consumer

First Lien Senior Secured Loan

9.9%

SOFR

5.750

%

11/7/2031

n/a

109,053

Cadogan Tate—Delayed Draw Term Loan

Cadogan House 239 Acton Lane, London, United Kingdom

Services: Consumer

First Lien Senior Secured Loan

9.7%

SOFR

5.750

%

11/7/2031

n/a

5,035

Cadogan Tate—Revolving Credit Facility

Cadogan House 239 Acton Lane, London, United Kingdom

Services: Consumer

First Lien Senior Secured Loan

9.9%

SOFR

5.750

%

11/7/2031

n/a

5,738

Candle Media Co Ltd

9200 Sunset Blvd, Los Angeles, California 90012

Media: Diversified & Production

First Lien Senior Secured Loan

10.10% (Incl 3.00% PIK)

SOFR

6.100

%

6/18/2029

n/a

25,199

Candle Media Co Ltd—Delayed Draw Term Loan

9200 Sunset Blvd, Los Angeles, California 90012

Media: Diversified & Production

First Lien Senior Secured Loan

10.10% (Incl 3.00% PIK)

SOFR

6.100

%

6/18/2029

n/a

9,976

CareVet LLC—Delayed Draw Term Loan A

8008 Carondelet Ave Ste 101, St. Louis, Missouri 63101

Healthcare & Pharmaceuticals

First Lien Senior Secured Loan

10.0%

SOFR

6.000

%

6/18/2029

n/a

(110

)

CareVet LLC—Delayed Draw Term Loan B

8008 Carondelet Ave Ste 101, St. Louis, Missouri 63101

Healthcare & Pharmaceuticals

First Lien Senior Secured Loan

10.0%

SOFR

6.000

%

6/18/2029

n/a

20,980

CareVet LLC—Revolving Credit Facility

8008 Carondelet Ave Ste 101, St. Louis, Missouri 63101

Healthcare & Pharmaceuticals

First Lien Senior Secured Loan

10.0%

SOFR

6.000

%

6/18/2029

n/a

(49

)

CareVet LLC—Term Loan A

8008 Carondelet Ave Ste 101, St. Louis, Missouri 63101

Healthcare & Pharmaceuticals

First Lien Senior Secured Loan

10.0%

SOFR

6.000

%

6/18/2029

n/a

111,575

CareVet LLC—Term Loan B

8008 Carondelet Ave Ste 101, St. Louis, Missouri 63101

Healthcare & Pharmaceuticals

First Lien Senior Secured Loan

14.75% (Incl 7.5% PIK)

N/A

6/18/2029

n/a

10,873

Chuck E. Cheese

1707 Market Pl Ste 200, Irving, Texas 75038

Hotel, Gaming & Leisure

First Lien Senior Secured Loan

10.0%

SOFR

6.000

%

9/26/2030

n/a

29,551

CITGO Petroleum Corp.

1293 Eldridge Pkwy, Houston, Texas 77002

Energy: Oil & Gas

First Lien Senior Secured Loan

6.4%

N/A

6/15/2026

n/a

2,121

Clarion Events Limited

Bedford House 69-79 Fulham High St, London, United Kingdom

Services: Business

First Lien Senior Secured Loan

9.9%

SOFR

5.725

%

9/30/2027

n/a

52,527

Clubcorp Holdings Inc.

5221 N O’Connor Blvd Ste 300, Irving, Texas 75038

Hotel, Gaming & Leisure

First Lien Senior Secured Loan

9.2%

SOFR

5.000

%

7/10/2032

n/a

145,062

Clubcorp Holdings Inc.—Delayed Draw Term Loan

5221 N O’Connor Blvd Ste 300, Irving, Texas 75038

Hotel, Gaming & Leisure

First Lien Senior Secured Loan

9.0%

SOFR

5.000

%

7/10/2032

n/a

(67

)

Clubcorp Holdings Inc.—Revolving Credit Facility

5221 N O’Connor Blvd Ste 300, Irving, Texas 75038

Hotel, Gaming & Leisure

First Lien Senior Secured Loan

9.0%

SOFR

5.000

%

7/10/2031

n/a

(231

)

Confluent Holdings LLC

7733 Forsyth Blvd Ste 1100, St. Louis, Missouri 63101

Containers, Packaging & Glass

First Lien Senior Secured Loan

11.0%

SOFR

7.000

%

3/28/2029

n/a

27,981

Confluent Holdings LLC—Delayed Draw Term Loan

7733 Forsyth Blvd Ste 1100, St. Louis, Missouri 63101

Containers, Packaging & Glass

First Lien Senior Secured Loan

11.0%

SOFR

7.000

%

3/28/2029

n/a

13,991

Confluent Holdings LLC—Delayed Draw Term Loan Add On

7733 Forsyth Blvd Ste 1100, St. Louis, Missouri 63101

Containers, Packaging & Glass

First Lien Senior Secured Loan

11.0%

SOFR

7.000

%

3/28/2029

n/a

4,660

Cook & Boardman Group

3916 Westpoint Blvd., Winston-Salem, North Carolina 27101

Construction & Building

First Lien Senior Secured Loan

10.0%

SOFR

6.000

%

3/4/2030

n/a

120,846

Cook & Boardman Group—Delayed Draw Term Loan

3916 Westpoint Blvd., Winston-Salem, North Carolina 27101

Construction & Building

First Lien Senior Secured Loan

10.0%

SOFR

6.000

%

3/4/2030

n/a

32,847

CoreWeave—Delayed Draw Term Loan

101 Eisenhower Pkwy, Livingston, New Jersey 07039

High Tech Industries

First Lien Senior Secured Loan

10.2%

SOFR

6.000

%

8/29/2030

n/a

34,994

CoreWeave—Delayed Draw Term Loan Add on

101 Eisenhower Pkwy, Livingston, New Jersey 07039

High Tech Industries

First Lien Senior Secured Loan

8.3%

SOFR

4.250

%

9/29/2030

n/a

48,014

Dellner Couplers Group AB

Vikavägen 44, Falun, Sweden

Containers, Packaging & Glass

First Lien Senior Secured Loan

7.4%

EUROLIBOR

5.500

%

6/29/2029

n/a

44,520

 

58

Portfolio Company For SOI

Address

Moody’s Industry

Primary Asset Type

Current Interest Rate

Index

Effective/ Spread

Maturity Date

% of Class Held

Fair Value (in $ thousands)

DFS Holdings Company, Inc.

607 W Dempster St, Mount Prospect, Illinois 60056

Wholesale

First Lien Senior Secured Loan

11.0%

SOFR

7.000

%

1/31/2029

n/a

20,402

DFS Holdings Company, Inc.—Delayed Draw Term Loan

607 W Dempster St, Mount Prospect, Illinois 60056

Wholesale

First Lien Senior Secured Loan

11.0%

SOFR

7.000

%

1/31/2029

n/a

1,540

DISA Holdings Corp.

10900 Corporate Centre Dr Ste 250, Houston, Texas 77002

Services: Business

Second Lien Senior Secured Loan

12.63% (Incl 2.00% PIK)

SOFR

8.500

%

3/9/2029

n/a

15,565

DISA Holdings Corp.

10900 Corporate Centre Dr Ste 250, Houston, Texas 77002

Services: Business

First Lien Senior Secured Loan

9.3%

SOFR

5.000

%

9/9/2028

n/a

16,293

DISA Holdings Corp.—Delayed Draw Term Loan

10900 Corporate Centre Dr Ste 250, Houston, Texas 77002

Services: Business

Second Lien Senior Secured Loan

12.63% (Incl 2.00% PIK)

SOFR

8.500

%

3/9/2029

n/a

2,919

DISA Holdings Corp.—Delayed Draw Term Loan

10900 Corporate Centre Dr Ste 250, Houston, Texas 77002

Services: Business

First Lien Senior Secured Loan

9.3%

SOFR

5.000

%

9/9/2028

n/a

11,959

DISA Holdings Corp.—Revolving Credit Facility

10900 Corporate Centre Dr Ste 250, Houston, Texas 77002

Services: Business

First Lien Senior Secured Loan

9.3%

SOFR

5.000

%

9/9/2028

n/a

792

Elessent Clean Technologies Inc.

575 Maryville Centre Dr Ste 400, St. Louis, Missouri 63101

Construction & Building

First Lien Senior Secured Loan

10.1%

SOFR

6.000

%

11/15/2029

n/a

133,573

Elessent Clean Technologies Inc.—Revolving Credit Facility

575 Maryville Centre Dr Ste 400, St. Louis, Missouri 63101

Construction & Building

First Lien Senior Secured Loan

10.0%

SOFR

6.000

%

11/15/2029

n/a

(217

)

Ethos

3100 S Sam Houston Pkwy, E, Houston, Texas 77002

Services: Business

First Lien Senior Secured Loan

10.0%

SOFR

6.000

%

12/30/2029

n/a

155,225

Ethos—PIK Note

3100 S Sam Houston Pkwy, E, Houston, Texas 77002

Services: Business

Subordinated Junior Unsecured Loan

13.00% PIK

N/A

3/31/2030

n/a

1,102

Faraday Buyer, LLC

481 Munn Rd E #300, Fort Mill, South Carolina 29708

Capital Equipment

First Lien Senior Secured Loan

10.0%

SOFR

6.000

%

10/10/2028

n/a

32,479

Faraday Buyer, LLC—Delayed Draw Term Loan

481 Munn Rd E #300, Fort Mill, South Carolina 29708

Capital Equipment

First Lien Senior Secured Loan

10.0%

SOFR

6.000

%

10/10/2028

n/a

(8

)

FEG, Inc.

72 Monroe Center St NW Ste B, Grand Rapids, Michigan 49503

Services: Consumer

First Lien Senior Secured Loan

8.9%

SOFR

4.750

%

5/10/2030

n/a

84,452

FEG, Inc.—Revolving Credit Facility

72 Monroe Center St NW Ste B, Grand Rapids, Michigan 49503

Services: Consumer

First Lien Senior Secured Loan

8.7%

SOFR

4.750

%

5/10/2030

n/a

(231

)

Foundation Risk Partners

780 W Granada Blvd, Ormond Beach, Florida 32174

Banking, Finance, Insurance & Real Estate

First Lien Senior Secured Loan

8.8%

SOFR

4.750

%

10/29/2030

n/a

19,549

Foundation Risk Partners—Delayed Draw Term Loan

780 W Granada Blvd, Ormond Beach, Florida 32174

Banking, Finance, Insurance & Real Estate

First Lien Senior Secured Loan

8.8%

SOFR

4.750

%

10/29/2030

n/a

44,276

Foundation Risk Partners—Delayed Draw Term Loan Incremental

780 W Granada Blvd, Ormond Beach, Florida 32174

Banking, Finance, Insurance & Real Estate

First Lien Senior Secured Loan

8.8%

SOFR

4.750

%

10/29/2030

n/a

9,895

Foundation Risk Partners—Delayed Draw Term Loan Second Incremental

780 W Granada Blvd, Ormond Beach, Florida 32174

Banking, Finance, Insurance & Real Estate

First Lien Senior Secured Loan

8.8%

SOFR

4.750

%

10/29/2030

n/a

560

Foundation Risk Partners—Revolving Credit Facility

780 W Granada Blvd, Ormond Beach, Florida 32174

Banking, Finance, Insurance & Real Estate

First Lien Senior Secured Loan

8.7%

SOFR

4.750

%

10/29/2029

n/a

(7

)

Foundation Risk Partners—Revolving Credit Facility Incremental

780 W Granada Blvd, Ormond Beach, Florida 32174

Banking, Finance, Insurance & Real Estate

First Lien Senior Secured Loan

8.7%

SOFR

4.750

%

10/29/2029

n/a

(16

)

Four Winds Interactive LLC

1221 N Broadway, Denver, Colorado 80202

Services: Business

First Lien Senior Secured Loan

10.5%

SOFR

6.500

%

2/20/2030

n/a

14,700

Four Winds Interactive LLC—Delayed Draw Term Loan

1221 N Broadway, Denver, Colorado 80202

Services: Business

First Lien Senior Secured Loan

10.5%

SOFR

6.500

%

2/20/2030

n/a

(22

)

Four Winds Interactive LLC—Revolving Credit Facility

1221 N Broadway, Denver, Colorado 80202

Services: Business

First Lien Senior Secured Loan

10.5%

SOFR

6.500

%

2/20/2030

n/a

(34

)

Frontgrade Technologies Inc.

4350 Centennial Blvd, Colorado Springs, Colorado 80903

Aerospace & Defense

First Lien Senior Secured Loan

9.2%

SOFR

5.000

%

1/9/2030

n/a

9,608

Frontgrade Technologies Inc.

4350 Centennial Blvd, Colorado Springs, Colorado 80903

Aerospace & Defense

First Lien Senior Secured Loan

9.2%

SOFR

5.000

%

1/9/2030

n/a

59,401

Frontgrade Technologies Inc.—Incremental Term Loan

4350 Centennial Blvd, Colorado Springs, Colorado 80903

Aerospace & Defense

First Lien Senior Secured Loan

9.2%

SOFR

5.000

%

1/9/2030

n/a

5,460

Frontgrade Technologies Inc.—Incremental Term Loan Add on

4350 Centennial Blvd, Colorado Springs, Colorado 80903

Aerospace & Defense

First Lien Senior Secured Loan

9.3%

SOFR

5.000

%

1/9/2030

n/a

4,385

 

59

Portfolio Company For SOI

Address

Moody’s Industry

Primary Asset Type

Current Interest Rate

Index

Effective/ Spread

Maturity Date

% of Class Held

Fair Value (in $ thousands)

Frontgrade Technologies Inc.—Revolving Credit Facility

4350 Centennial Blvd, Colorado Springs, Colorado 80903

Aerospace & Defense

First Lien Senior Secured Loan

9.0%

SOFR

5.000

%

1/9/2028

n/a

—

Fullsteam

540 Devall Dr Ste 301, Auburn, Alabama 36830

Banking, Finance, Insurance & Real Estate

First Lien Senior Secured Loan

9.5%

SOFR

5.250

%

8/8/2031

n/a

24,006

Fullsteam—Delayed Draw Term Loan

540 Devall Dr Ste 301, Auburn, Alabama 36830

Banking, Finance, Insurance & Real Estate

First Lien Senior Secured Loan

9.2%

SOFR

5.250

%

8/8/2031

n/a

(35

)

Fullsteam—Revolving Credit Facility

540 Devall Dr Ste 301, Auburn, Alabama 36830

Banking, Finance, Insurance & Real Estate

First Lien Senior Secured Loan

9.2%

SOFR

5.250

%

8/8/2031

n/a

(26

)

Gainwell Acquisition Corp

225 E. John Carpenter Freeway, Suite 500, Irving, Texas 75038

Healthcare & Pharmaceuticals

First Lien Senior Secured Loan

8.1%

SOFR

4.100

%

10/1/2027

n/a

968

Great Day Improvements LLC

2500 E Enterprise Pkwy, Twinsburg, Ohio 44087

Construction & Building

First Lien Senior Secured Loan

9.8%

SOFR

5.762

%

6/13/2030

n/a

83,589

Great Day Improvements LLC—Revolving Credit Facility

2500 E Enterprise Pkwy, Twinsburg, Ohio 44087

Construction & Building

First Lien Senior Secured Loan

9.7%

SOFR

5.762

%

6/13/2030

n/a

(220

)

GSM Outdoors

5250 Frye Road, Irving, Texas 75038

Consumer Goods: Non-durable

First Lien Senior Secured Loan

9.0%

SOFR

5.000

%

9/30/2031

n/a

12,134

Healthco Investment LTD—Delayed Draw Term Loan GBP

Hohenstaufenring 30-32, 50674 Köln, Dormagen, Germany

Banking, Finance, Insurance & Real Estate

First Lien Senior Secured Loan

10.0%

SONIA

5.750

%

9/9/2032

n/a

(66

)

Healthco Investment LTD EUR

Hohenstaufenring 30-32, 50674 Köln, Dormagen, Germany

Banking, Finance, Insurance & Real Estate

First Lien Senior Secured Loan

7.8%

EUROLIBOR

5.750

%

9/9/2032

n/a

26,612

Healthco Investment LTD GBP

Hohenstaufenring 30-32, 50674 Köln, Dormagen, Germany

Banking, Finance, Insurance & Real Estate

First Lien Senior Secured Loan

10.1%

SONIA

5.750

%

9/9/2032

n/a

6,589

Hexion Holdings Corporation

180 East Broad Street, Columbus, Ohio 43215

Chemicals, Plastics & Rubber

Second Lien Senior Secured Loan

11.7%

SOFR

7.538

%

3/15/2030

n/a

24,348

Highgate Hotels, L.P.

870 7th Avenue, 2nd Floor, New York, New York 10019

Hotel, Gaming & Leisure

First Lien Senior Secured Loan

9.5%

SOFR

5.500

%

11/5/2029

n/a

99,233

Highgate Hotels, L.P.—Revolving Credit Facility

870 7th Avenue, 2nd Floor, New York, New York 10019

Hotel, Gaming & Leisure

First Lien Senior Secured Loan

9.7%

SOFR

5.500

%

11/3/2029

n/a

2,750

Hotel Equities Group, LLC

4800 North Point Parkway, Suite 250, Alpharetta, Georgia 30022

Hotel, Gaming & Leisure

First Lien Senior Secured Loan

10.1%

SOFR

5.750

%

1/22/2029

n/a

28,904

Hotel Equities Group, LLC—Revolving Credit Facility

4800 North Point Parkway, Suite 250, Alpharetta, Georgia 30022

Hotel, Gaming & Leisure

First Lien Senior Secured Loan

10.1%

SOFR

5.750

%

1/22/2029

n/a

2,767

Inframark

220 Gibraltar Rd #200, Horsham, Pennsylvania 19044

Environmental Industries

First Lien Senior Secured Loan

9.45% (Incl 2.75% PIK)

SOFR

5.250

%

7/31/2031

n/a

18,543

Inframark—Delayed Draw Term Loan

220 Gibraltar Rd #200, Horsham, Pennsylvania 19044

Environmental Industries

First Lien Senior Secured Loan

9.45% (Incl 2.75% PIK)

SOFR

5.250

%

7/31/2031

n/a

1,698

Inmar, Inc.

1 W. 4th St., Suite 500, Winston-Salem, North Carolina 27101

High Tech Industries

First Lien Senior Secured Loan

8.6%

SOFR

4.500

%

10/30/2031

n/a

33,047

Innovate Corp.

295 Madison Avenue, 12th Floor, New York, New York 10017

Telecommunications

First Lien Senior Secured Loan

10.50% PIK

N/A

2/1/2027

n/a

23,672

Inspired Pet Nutrition—Delayed Draw Term Loan

Dalton Airfield, Thirsk, United Kingdom

Beverage, Food & Tobacco

First Lien Senior Secured Loan

9.5%

SOFR

5.500

%

6/30/2030

n/a

(211

)

Inspired Pet Nutrition EUR

Dalton Airfield, Thirsk, United Kingdom

Beverage, Food & Tobacco

First Lien Senior Secured Loan

7.6%

EUROLIBOR

5.500

%

6/30/2030

n/a

49,133

Inspired Pet Nutrition GBP

Dalton Airfield, Thirsk, United Kingdom

Beverage, Food & Tobacco

First Lien Senior Secured Loan

9.7%

SONIA

5.500

%

6/30/2030

n/a

102,661

J&J Ventures Gaming LLC

1500 S Raney St, Effingham, Illinois 62401

Hotel, Gaming & Leisure

First Lien Senior Secured Loan

9.3%

SOFR

5.114

%

4/26/2028

n/a

132,665

J&J Ventures Gaming LLC Add on

1500 S Raney St, Effingham, Illinois 62401

Hotel, Gaming & Leisure

First Lien Senior Secured Loan

9.2%

SOFR

5.000

%

4/26/2030

n/a

29,719

JLL Partners Fund VII Secondary

300 Park Ave 18th Fl, New York, New York 10001

Banking, Finance, Insurance & Real Estate

First Lien Senior Secured Loan

10.75% PIK

SOFR

6.750

%

4/29/2032

n/a

51,882

K1 Speed Inc.

18500 Von Karman Ave Ste 1100, Irvine, California 92602

Hotel, Gaming & Leisure

First Lien Senior Secured Loan

10.5%

SOFR

6.250

%

1/2/2029

n/a

17,930

K1 Speed Inc.—Delayed Draw Term Loan

18500 Von Karman Ave Ste 1100, Irvine, California 92602

Hotel, Gaming & Leisure

First Lien Senior Secured Loan

10.5%

SOFR

6.250

%

1/2/2029

n/a

3,548

K1 Speed Inc.—Delayed Draw Term Loan B

18500 Von Karman Ave Ste 1100, Irvine, California 92602

Hotel, Gaming & Leisure

First Lien Senior Secured Loan

10.3%

SOFR

6.250

%

1/2/2029

n/a

3,586

K1 Speed Inc. Incremental

18500 Von Karman Ave Ste 1100, Irvine, California 92602

Hotel, Gaming & Leisure

First Lien Senior Secured Loan

10.5%

SOFR

6.250

%

1/2/2029

n/a

4,184

 

60