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Commitment Type Delayed Draw Commitment Expiration Date 1/12/20322025-12-310001919369us-gaap:FairValueInputsLevel3Memberck0001919369:OtherEquitySecuritiesMemberus-gaap:MarketApproachValuationTechniqueMemberus-gaap:MeasurementInputEbitdaMultipleMember2025-12-310001919369Investments – non-controlled/non-affiliated First-Lien Debt Transportation, Logistics & Supply Chain Softeon, Inc. Reference Rate and Spread SOFR + 5.75% Interest Rate 9.42% Maturity Date 11/20/20302025-12-310001919369ck0001919369:DebtSecuritiesOtherEquityCommitmentsMember2025-12-310001919369ck0001919369:CommonClassIMemberck0001919369:O2024M12DividendsMember2025-01-012025-03-310001919369ck0001919369:FirstLienDebtMemberck0001919369:TransportationLogisticsSupplyChainMember2025-12-310001919369Investments – non-controlled/non-affiliated First-Lien Debt Infrastructure Software & DevOps Stateline Power, LLC Reference Rate and Spread SOFR + 4.31% Interest Rate 8.03% Maturity Date 3/31/20272025-12-310001919369us-gaap:PreferredStockMember2025-12-310001919369ck0001919369:CommonClassIMember2026-02-020001919369srt:AffiliatedEntityMemberck0001919369:AdministrationAgreementMember2026-01-012026-03-310001919369us-gaap:RetainedEarningsMemberck0001919369:CommonClassIMember2025-01-012025-03-310001919369us-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMemberus-gaap:MeasurementInputEbitdaMultipleMemberus-gaap:PreferredStockMembersrt:MaximumMember2025-12-310001919369ck0001919369:InterestRateFloorFiveMember2026-03-310001919369ck0001919369:FirstLienDebtMemberus-gaap:RealEstateMember2026-03-310001919369Investments – non-controlled/non-affiliated Other Equity Hotels, Restaurants & Leisure Mews Systems B.V. Maturity Date 9/16/20292025-12-310001919369ck0001919369:OtherEquityMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2025-12-310001919369Investments – Non-controlled/non-affiliated OEConnection LLC Commitment Type Revolver Commitment Expiration Date 12/23/20322026-03-310001919369us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2025-12-310001919369us-gaap:AdditionalPaidInCapitalMember2026-01-012026-03-310001919369Investments – non-controlled/non-affiliated First-Lien Debt IT Services & IT Systems Management (Ex-Security) Redwood Services Group, LLC Reference Rate and Spread SOFR + 5.00% Interest Rate 8.70% Maturity Date 6/15/20292026-03-310001919369ck0001919369:InvestmentAdvisoryAgreementMembersrt:AffiliatedEntityMember2025-12-310001919369Investments – Non-controlled/non-affiliated Integrity Marketing Acquisition, LLC Commitment Type Revolver Commitment Expiration Date 8/25/20282025-12-310001919369us-gaap:FairValueInputsLevel3Memberck0001919369:ValuationTechniqueRecentTransactionsMemberck0001919369:MeasurementInputTransactionPriceMemberck0001919369:DebtSecuritiesFirstLienMembersrt:MaximumMember2025-12-310001919369ck0001919369:TrancheANotesMemberck0001919369:INGCapitalMarketsLLCINGMember2026-03-310001919369Investments – non-controlled/non-affiliated Other Equity Transportation, Logistics & Supply Chain Metropolis Technologies, Inc. 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Interest Rate 17.50% Maturity Date 5/16/20342026-03-310001919369ck0001919369:O2025M1DividendsMemberck0001919369:CommonClassIMember2025-01-012025-03-310001919369us-gaap:InvestmentUnaffiliatedIssuerMember2026-01-012026-03-310001919369Investments – Non-controlled/non-affiliated BusBud Inc. Commitment Type Delayed Draw Commitment Expiration Date 8/12/20302026-03-310001919369country:CH2025-12-310001919369Investments – non-controlled/non-affiliated First-Lien Debt IT Services & IT Systems Management (Ex-Security) Solarwinds Holdings, Inc. 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Reference Rate and Spread SOFR + 5.75% Interest Rate 9.47% Maturity Date 7/30/20302025-12-310001919369Investments – non-controlled/non-affiliated First-Lien Debt Diversified Software ASG III, LLC Reference Rate and Spread SOFR + 6.50% Interest Rate 10.17% Maturity Date 10/31/20292026-03-310001919369Investments – Non-controlled/non-affiliated MS Buyer, Inc. Commitment Type Revolver Commitment Expiration Date 7/1/20312026-03-310001919369us-gaap:SeniorNotesMemberck0001919369:MasterNotePurchaseAgreementMember2025-10-022025-10-020001919369ck0001919369:InvestmentManagementAgreementIncentiveRateRealizedCapitalGainsMembersrt:AffiliatedEntityMember2026-01-012026-03-310001919369Investments – non-controlled/non-affiliated First-Lien Debt Healthcare IT & Technology QF Holdings, Inc. 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Maturity Date 9/13/20302026-03-310001919369Investments – non-controlled/non-affiliated First-Lien Debt Government & Public Service Aptean, Inc. Reference Rate and Spread SOFR + 4.75% Interest Rate 8.57% Maturity Date 1/30/20312025-12-310001919369Investments – non-controlled/non-affiliated First-Lien Debt Government, Risk & Compliance Diligent Corporation Reference Rate and Spread SOFR + 5.00% Interest Rate 8.67% Maturity Date 8/2/20302026-03-310001919369ck0001919369:PreferredEquityAndOtherEquityMember2025-03-310001919369us-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMemberus-gaap:MeasurementInputEbitdaMultipleMemberus-gaap:PreferredStockMembersrt:MaximumMember2026-03-310001919369Investments – Non-controlled/non-affiliated Jawbreaker Parent Inc Commitment Type Delayed Draw Commitment Expiration Date 1/30/20332026-03-310001919369Investments – non-controlled/non-affiliated Preferred Equity Transportation, Logistics & Supply Chain Metropolis Technologies, Inc. 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Reference Rate and Spread SOFR + 5.25% Interest Rate 8.92% Maturity Date 7/1/20312025-12-310001919369Investments – Non-controlled/non-affiliated Galaxy Buyer Inc Commitment Type Delayed Draw Commitment Expiration Date 1/12/2033 One2026-03-310001919369ck0001919369:INGCreditFacilityMember2026-01-012026-03-310001919369us-gaap:FairValueInputsLevel3Memberck0001919369:OtherEquitySecuritiesMemberus-gaap:MarketApproachValuationTechniqueMemberus-gaap:MeasurementInputEbitdaMultipleMember2026-03-310001919369ck0001919369:CommonClassSMember2026-01-012026-03-310001919369Investments – Non-controlled/non-affiliated Databricks, Inc. Commitment Type Delayed Draw Commitment Expiration Date 1/3/20312025-12-310001919369ck0001919369:INGCapitalMarketsLLCINGMemberck0001919369:ClassBTwoNotesMember2026-03-310001919369us-gaap:FairValueInputsLevel3Memberck0001919369:OtherEquitySecuritiesMemberus-gaap:MarketApproachValuationTechniqueMembersrt:MinimumMemberus-gaap:MeasurementInputEbitdaMultipleMember2026-03-310001919369us-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberck0001919369:OtherEquitySecuritiesMemberus-gaap:MarketApproachValuationTechniqueMemberus-gaap:MeasurementInputRevenueMultipleMember2025-12-310001919369ck0001919369:CommonClassSMember2025-06-300001919369ck0001919369:CommonClassIMemberck0001919369:O2025M2DividendsMember2025-01-012025-03-310001919369ck0001919369:CommonClassSMember2025-06-242025-06-240001919369us-gaap:FairValueInputsLevel1Memberck0001919369:InterestRateSwapsMember2026-03-310001919369us-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberck0001919369:OtherEquitySecuritiesMemberus-gaap:MarketApproachValuationTechniqueMemberus-gaap:MeasurementInputEbitdaMultipleMember2025-12-310001919369Investments – Non-controlled/non-affiliated Cdata Software, Inc. 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Reference Rate and Spread SOFR + 4.75% Interest Rate 8.42% Maturity Date 3/21/20312026-03-310001919369us-gaap:FairValueInputsLevel12And3Member2026-03-310001919369Investments – Non-controlled/non-affiliated Stax Purchaser LLC Commitment Type Revolver Commitment Expiration Date 6/6/20302026-03-310001919369us-gaap:FairValueInputsLevel3Memberck0001919369:ValuationTechniqueYieldAnalysisMemberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMemberck0001919369:DebtSecuritiesFirstLienMember2025-12-310001919369Investments – Non-controlled/non-affiliated QF Holdings, Inc. 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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2026
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 000-56562
VISTA CREDIT STRATEGIC LENDING CORP.
(Exact name of Registrant as specified in its Charter)
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Maryland |
88-1906598 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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50 Hudson Yards, Floor 77, New York, New York |
10001 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (212) 804-9100
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Small reporting company |
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Emerging growth company |
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Non-accelerated filer |
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Accelerated filer |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒
As of April 30, 2026, the registrant had 42,405,333.221, 5,290,455.270, and 0 shares of Class I, Class S, and Class D common stock, $0.01 par value per share, outstanding, respectively.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains 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 thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about Vista Credit Strategic Lending Corp., our current and prospective portfolio investments, 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. 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 without limitation:
•fluctuations in our operating results;
•our ability to source investment opportunities;
•our inability to control the business operations of our portfolio companies, and potential inability to dispose of our interests in our portfolio companies;
•the timing of cash flows, if any, from the operations of our portfolio companies;
•our use of borrowed money to finance a portion of our investments;
•provisions of a credit facility or other borrowings that may limit discretion in operating our business;
•the impact of changes in interest rates;
•the impact of competition for investment opportunities;
•our dependence on the ability of Vista Credit BDC Management, L.P. (the “Adviser”) to manage and support our investment process;
•the valuation of our investments in portfolio companies, particularly those having no liquid trading market;
•actual and potential conflicts of interest with the Adviser;
•our access to confidential information which may restrict our ability to take action with respect to some investments;
•restrictions on our ability to enter into transactions with our affiliates;
•the ability of the Adviser or its affiliates to attract and retain highly talented professionals;
•our ability to qualify and maintain our qualification as a regulated investment company (a “RIC”) and as a business development company;
•regulations governing our operations as a business development company and RIC that impact our ability to raise capital or borrow for investment purposes;
•the impact of global economic and market conditions, including the risks of a changing regulatory environment, slowing economy, inflation, tariffs and trade disputes with other countries and risk of recession;
•the impact of the Russian invasion of Ukraine, the conflicts in the Middle East and general uncertainty surrounding international financial and political stability on our portfolio companies and the global economy;
•the impact of adverse developments affecting the financial services and banking industries;
•the fact that our portfolio companies are expected to operate in the enterprise software, data and technology-enabled business sectors and are subject to risks particular to those industries;
•the impact of artificial intelligence and associated novel risks to both us and our portfolio companies; and
•changes in laws or regulations governing our operations.
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 Quarterly Report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. These forward-looking statements apply only as of the date of this Quarterly Report on Form 10-Q. Moreover, we assume no duty and do not undertake any obligation to update or revise these forward-looking statements or any other information, except as required by applicable law. Because we are an investment company, the forward-looking statements and projections contained in this Quarterly Report on Form 10-Q are excluded from the safe harbor protection provided by Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
PART I. CONSOLIDATED FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
VISTA CREDIT STRATEGIC LENDING CORP.
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (unaudited)
(dollars in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
Assets |
|
|
|
|
|
|
Investments, at fair value |
|
|
|
|
|
|
Investments – non-controlled/non-affiliated |
|
$ |
1,568,908 |
|
|
$ |
1,438,228 |
|
Investments – non-controlled/affiliated |
|
|
29,069 |
|
|
|
30,000 |
|
Total investments, at fair value (amortized cost of $1,614,726 and $1,460,156, respectively) |
|
|
1,597,977 |
|
|
|
1,468,228 |
|
Cash and cash equivalents |
|
|
33,637 |
|
|
|
19,482 |
|
Restricted cash and cash equivalents |
|
|
14,945 |
|
|
|
30,160 |
|
Receivable for interest, other income, and investments sold |
|
|
11,415 |
|
|
|
6,695 |
|
Subscription receivable |
|
|
- |
|
|
|
800 |
|
Deferred offering costs |
|
|
488 |
|
|
|
478 |
|
Prepaid expenses and other assets |
|
|
8,615 |
|
|
|
5,864 |
|
Expense support reimbursement (Note 5) |
|
|
3,600 |
|
|
|
3,600 |
|
Total assets |
|
$ |
1,670,677 |
|
|
$ |
1,535,307 |
|
Liabilities |
|
|
|
|
|
|
Debt (Note 6) |
|
$ |
629,676 |
|
|
$ |
544,819 |
|
Payable for investments purchased |
|
|
40,117 |
|
|
|
19,775 |
|
Interest and credit facility fees payable (Note 6) |
|
|
10,949 |
|
|
|
4,306 |
|
Net unrealized depreciation on derivatives |
|
|
2,479 |
|
|
|
480 |
|
Management and incentive fees payable (Note 5) |
|
|
6,318 |
|
|
|
5,441 |
|
Due to Adviser (Note 5) |
|
|
5,565 |
|
|
|
4,931 |
|
Distribution payable |
|
|
7,905 |
|
|
|
5,994 |
|
Accrued expenses and other liabilities |
|
|
1,708 |
|
|
|
1,936 |
|
Administrative service fees payable (Note 5) |
|
|
425 |
|
|
|
401 |
|
Common stock proceeds received in advance |
|
|
3,138 |
|
|
|
521 |
|
Total liabilities |
|
|
708,280 |
|
|
|
588,604 |
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets (Note 9) |
|
|
|
|
|
|
Common Stock, $0.01 par value (49,882,709.870 and 47,925,459.905 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively) |
|
|
499 |
|
|
|
479 |
|
Paid-in-capital in excess of par value |
|
|
978,325 |
|
|
|
940,156 |
|
Total distributable earnings |
|
|
(16,427 |
) |
|
|
6,068 |
|
Total net assets |
|
|
962,397 |
|
|
|
946,703 |
|
Total liabilities and net assets |
|
$ |
1,670,677 |
|
|
$ |
1,535,307 |
|
The accompanying notes are an integral part of these consolidated financial statements.
VISTA CREDIT STRATEGIC LENDING CORP.
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (unaudited) - (continued)
(dollars in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
Net Asset Value Per Share |
|
|
|
|
|
|
Class I Common Stock: |
|
|
|
|
|
|
Net assets |
|
$ |
857,881 |
|
|
$ |
845,177 |
|
Common Stock outstanding ($0.01 par value, 400,000,000.000 shares authorized as of March 31, 2026 and December 31, 2025) |
|
|
44,465,636.708 |
|
|
|
42,785,889.544 |
|
Net asset value per share |
|
$ |
19.29 |
|
|
$ |
19.75 |
|
Class S Common Stock: |
|
|
|
|
|
|
Net assets |
|
$ |
104,516 |
|
|
$ |
101,526 |
|
Common Stock outstanding ($0.01 par value, 50,000,000.000 shares authorized as of March 31, 2026 and December 31, 2025) |
|
|
5,417,073.162 |
|
|
|
5,139,570.361 |
|
Net asset value per share |
|
$ |
19.29 |
|
|
$ |
19.75 |
|
The accompanying notes are an integral part of these consolidated financial statements.
VISTA CREDIT STRATEGIC LENDING CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(dollars in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2026 |
|
|
2025 |
|
Investment income: |
|
|
|
|
|
|
From non-controlled/non-affiliated investments |
|
|
|
|
|
|
Interest income |
|
$ |
38,617 |
|
|
$ |
13,483 |
|
Dividend income |
|
|
21 |
|
|
|
191 |
|
Other income |
|
|
3,194 |
|
|
|
288 |
|
Total investment income from non-controlled/non-affiliated investments |
|
|
41,832 |
|
|
|
13,962 |
|
From non-controlled/affiliated investments |
|
|
|
|
|
|
Dividend income |
|
|
983 |
|
|
|
- |
|
Total investment income from non-controlled/affiliated investments |
|
|
983 |
|
|
|
- |
|
Total investment income |
|
|
42,815 |
|
|
|
13,962 |
|
Expenses: |
|
|
|
|
|
|
Interest expense and credit facility fees (Note 6) |
|
|
10,966 |
|
|
|
5,305 |
|
Management fees (Note 5) |
|
|
2,989 |
|
|
|
854 |
|
Incentive fees (Note 5) |
|
|
2,319 |
|
|
|
547 |
|
Distribution and shareholder servicing fees |
|
|
|
|
|
|
Class S |
|
|
215 |
|
|
|
- |
|
Professional fees |
|
|
439 |
|
|
|
456 |
|
Other general and administrative expenses |
|
|
713 |
|
|
|
522 |
|
Administrative service fees (Note 5) |
|
|
560 |
|
|
|
319 |
|
Offering costs |
|
|
174 |
|
|
|
21 |
|
Directors fees |
|
|
77 |
|
|
|
66 |
|
Insurance costs |
|
|
56 |
|
|
|
56 |
|
Total expenses before expense support and waivers |
|
|
18,508 |
|
|
|
8,146 |
|
Expense support and waivers (Note 5) |
|
|
- |
|
|
|
(109 |
) |
Net expenses after expense support and waivers |
|
|
18,508 |
|
|
|
8,037 |
|
Net investment income |
|
|
24,307 |
|
|
|
5,925 |
|
Net realized gain (loss) and change in unrealized appreciation (depreciation): |
|
|
|
|
|
|
Net realized gain (loss) on investments |
|
|
|
|
|
|
Non-controlled/non-affiliated investments |
|
|
1,317 |
|
|
|
(136 |
) |
Net change in unrealized appreciation (depreciation) on investments: |
|
|
|
|
|
|
Non-controlled/non-affiliated investments |
|
|
(24,821 |
) |
|
|
(1,962 |
) |
Net realized and unrealized gain (loss) on investments |
|
|
(23,504 |
) |
|
|
(2,098 |
) |
Net increase (decrease) in net assets resulting from operations (Note 10) |
|
$ |
803 |
|
|
$ |
3,827 |
|
The accompanying notes are an integral part of these consolidated financial statements.
VISTA CREDIT STRATEGIC LENDING CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (unaudited)
(dollars in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Par Amount |
|
|
Paid in Capital in Excess of Par |
|
|
Distributable Earnings (Loss) |
|
|
Total Net Assets |
|
Balance at December 31, 2025 |
|
|
47,925,459.905 |
|
|
$ |
479 |
|
|
$ |
940,156 |
|
|
$ |
6,068 |
|
|
$ |
946,703 |
|
Net investment income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
24,307 |
|
|
|
24,307 |
|
Net realized and unrealized gain (loss) on investments |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(23,504 |
) |
|
|
(23,504 |
) |
Net increase (decrease) in net assets resulting from operations |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
803 |
|
|
|
803 |
|
Shareholder distributions declared from net investment income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(20,963 |
) |
|
|
(20,963 |
) |
Class S |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2,335 |
) |
|
|
(2,335 |
) |
Net increase (decrease) in net assets from shareholder distributions |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(23,298 |
) |
|
|
(23,298 |
) |
Capital share transactions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock |
|
|
2,485,642.405 |
|
|
|
25 |
|
|
|
48,651 |
|
|
|
- |
|
|
|
48,676 |
|
Reinvestment of shareholder distributions, net |
|
|
228,925.696 |
|
|
|
2 |
|
|
|
4,478 |
|
|
|
- |
|
|
|
4,480 |
|
Redemptions |
|
|
(777,849.792 |
) |
|
|
(7 |
) |
|
|
(15,358 |
) |
|
|
- |
|
|
|
(15,365 |
) |
Transfer to Class S |
|
|
(256,971.145 |
) |
|
|
(3 |
) |
|
|
(5,046 |
) |
|
|
|
|
|
(5,049 |
) |
Class S: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock |
|
|
20,070.756 |
|
|
|
- |
|
|
|
389 |
|
|
|
- |
|
|
|
389 |
|
Reinvestment of shareholder distributions, net |
|
|
460.900 |
|
|
|
- |
|
|
|
9 |
|
|
|
- |
|
|
|
9 |
|
Transfer from Class I |
|
|
256,971.145 |
|
|
|
3 |
|
|
|
5,046 |
|
|
|
|
|
|
5,049 |
|
Net increase (decrease) in net assets resulting from capital share transactions |
|
|
1,957,249.965 |
|
|
|
20 |
|
|
|
38,169 |
|
|
|
- |
|
|
|
38,189 |
|
Total increase (decrease) for the three months ended |
|
|
1,957,249.965 |
|
|
|
20 |
|
|
|
38,169 |
|
|
|
(22,495 |
) |
|
|
15,694 |
|
Balance at March 31, 2026 |
|
|
49,882,709.870 |
|
|
$ |
499 |
|
|
$ |
978,325 |
|
|
$ |
(16,427 |
) |
|
$ |
962,397 |
|
Balance at December 31, 2024 |
|
|
13,426,673.156 |
|
|
$ |
134 |
|
|
$ |
262,626 |
|
|
$ |
3,064 |
|
|
$ |
265,824 |
|
Net investment income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
5,925 |
|
|
|
5,925 |
|
Net realized and unrealized gain (loss) on investments |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2,098 |
) |
|
|
(2,098 |
) |
Net increase (decrease) in net assets resulting from operations |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
3,827 |
|
|
|
3,827 |
|
Shareholder distributions declared from net investment income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(6,663 |
) |
|
|
(6,663 |
) |
Net increase (decrease) in net assets from shareholder distributions |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(6,663 |
) |
|
|
(6,663 |
) |
Capital share transactions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock |
|
|
2,604,259.886 |
|
|
|
26 |
|
|
|
51,060 |
|
|
|
- |
|
|
|
51,086 |
|
Reinvestment of shareholder distributions, net |
|
|
21,377.813 |
|
|
|
- |
|
|
|
422 |
|
|
|
- |
|
|
|
422 |
|
Net increase (decrease) in net assets resulting from capital share transactions |
|
|
2,625,637.699 |
|
|
|
26 |
|
|
|
51,482 |
|
|
|
- |
|
|
|
51,508 |
|
Total increase (decrease) for the three months ended |
|
|
2,625,637.699 |
|
|
|
26 |
|
|
|
51,482 |
|
|
|
(2,836 |
) |
|
|
48,672 |
|
Balance at March 31, 2025 |
|
|
16,052,310.855 |
|
|
$ |
160 |
|
|
$ |
314,108 |
|
|
$ |
228 |
|
|
$ |
314,496 |
|
The accompanying notes are an integral part of these consolidated financial statements.
VISTA CREDIT STRATEGIC LENDING CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(dollars in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
|
|
|
2026 |
|
|
2025 |
|
Cash flows from operating activities |
|
|
|
|
|
|
Net increase (decrease) in net assets resulting from operations |
|
$ |
803 |
|
|
$ |
3,827 |
|
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities |
|
|
|
|
|
|
Amortization of deferred offering costs |
|
|
174 |
|
|
|
21 |
|
Amortization of deferred financing costs |
|
|
838 |
|
|
|
397 |
|
Net accretion of discount on investments |
|
|
(3,573 |
) |
|
|
(356 |
) |
Net change in unrealized (appreciation) depreciation on investments |
|
|
24,821 |
|
|
|
1,962 |
|
Net change in unrealized (appreciation) depreciation on derivative instruments |
|
|
1,999 |
|
|
|
- |
|
Net realized gain on investments |
|
|
(1,317 |
) |
|
|
136 |
|
Cost of investments purchased |
|
|
(283,673 |
) |
|
|
(126,314 |
) |
Proceeds from repayments of investments |
|
|
157,111 |
|
|
|
25,128 |
|
Payment-in-kind interest capitalized |
|
|
(2,777 |
) |
|
|
(51 |
) |
Change in operating assets and liabilities: |
|
|
|
|
|
|
Expense support reimbursement |
|
|
- |
|
|
|
- |
|
Deferred offering costs |
|
|
(184 |
) |
|
|
(167 |
) |
Prepaid expenses and other assets |
|
|
102 |
|
|
|
57 |
|
Receivable for interest, other income, and investments sold |
|
|
(4,720 |
) |
|
|
(4,383 |
) |
Due to Adviser |
|
|
634 |
|
|
|
746 |
|
Management and incentive fees payable |
|
|
877 |
|
|
|
190 |
|
Administrative service fee payable |
|
|
24 |
|
|
|
210 |
|
Interest and credit facility fees payable |
|
|
6,643 |
|
|
|
333 |
|
Accrued expenses and other liabilities |
|
|
(229 |
) |
|
|
(522 |
) |
Net cash used in operating activities |
|
|
(102,447 |
) |
|
|
(98,786 |
) |
Cash flows from financing activities |
|
|
|
|
|
|
Proceeds from issuance of common stock |
|
|
49,860 |
|
|
|
51,086 |
|
Repurchase of common stock |
|
|
(15,358 |
) |
|
|
- |
|
Shareholder distributions paid |
|
|
(16,898 |
) |
|
|
(5,653 |
) |
Borrowings on debt |
|
|
581,857 |
|
|
|
106,000 |
|
Repayments on debt |
|
|
(497,000 |
) |
|
|
(38,000 |
) |
Debt issuance costs paid |
|
|
(3,691 |
) |
|
|
- |
|
Common stock proceeds received in advance |
|
|
2,617 |
|
|
|
6,930 |
|
Net cash provided by financing activities |
|
|
101,387 |
|
|
|
120,363 |
|
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents |
|
|
(1,060 |
) |
|
|
21,577 |
|
Cash and cash equivalents and restricted cash and cash equivalents, beginning of period |
|
|
49,642 |
|
|
|
33,335 |
|
Cash and cash equivalents and restricted cash and cash equivalents, end of period |
|
$ |
48,582 |
|
|
$ |
54,912 |
|
Supplemental disclosures |
|
|
|
|
|
|
Interest, including credit facility fees, paid during the period |
|
$ |
4,323 |
|
|
$ |
4,972 |
|
Reinvestment of shareholder distributions |
|
|
4,489 |
|
|
|
422 |
|
Shareholder distributions declared |
|
|
23,298 |
|
|
|
6,663 |
|
Change in distribution payable |
|
|
1,911 |
|
|
|
588 |
|
The accompanying notes are an integral part of these consolidated financial statements.
VISTA CREDIT STRATEGIC LENDING CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - (continued)
(dollars in thousands, except share and per share data)
The following table provides a reconciliation of cash and cash equivalents and restricted cash and cash equivalents reported within the Consolidated Statements of Assets and Liabilities that sum to the total of the same such amounts in the Consolidated Statements of Cash Flows:
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
Cash and cash equivalents |
|
$ |
33,637 |
|
|
$ |
19,482 |
|
Restricted cash and cash equivalents |
|
|
14,945 |
|
|
|
30,160 |
|
Total cash and cash equivalents and restricted cash and cash equivalents |
|
$ |
48,582 |
|
|
$ |
49,642 |
|
See Note 2. Significant Accounting Policies for a description of cash and cash equivalents and restricted cash and cash equivalents.
VISTA CREDIT STRATEGIC LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited)
March 31, 2026
(dollars in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments(1)(16)(24) |
|
Footnotes |
|
Reference Rate and Spread |
|
Interest Rate(2) (14) |
|
|
Maturity Date |
|
Par Amount/ Units(1) |
|
|
Amortized Cost(3) |
|
|
Fair Value |
|
|
% of Net Assets |
|
Investments – Non-controlled/non-affiliated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First-Lien Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobiles & Automobile Parts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Central Parent, Inc. |
|
(7) (21) (23) |
|
SOFR + 3.25% |
|
|
6.95 |
% |
|
7/6/2029 |
|
$ |
9,850 |
|
|
$ |
9,866 |
|
|
$ |
7,056 |
|
|
|
0.7 |
% |
LeadVenture Inc. |
|
(4) (9) (21) (22) (23) (24) |
|
SOFR + 5.00% |
|
|
8.70 |
% |
|
6/23/2032 |
|
|
29,316 |
|
|
|
28,857 |
|
|
|
29,002 |
|
|
|
3.0 |
|
OEConnection LLC |
|
(4) (9) (21) (22) (23) (24) |
|
SOFR + 4.50% |
|
|
8.17 |
% |
|
12/23/2032 |
|
|
22,615 |
|
|
|
22,414 |
|
|
|
22,714 |
|
|
|
2.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,137 |
|
|
|
58,772 |
|
|
|
6.1 |
|
Data & Analytics |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Azurite Intermediate Holdings, Inc. |
|
(4) (9) (21) (22) (23) (24) |
|
SOFR + 6.00% |
|
|
9.67 |
% |
|
3/19/2031 |
|
|
17,578 |
|
|
|
17,352 |
|
|
|
17,480 |
|
|
|
1.8 |
|
CData Software, Inc. |
|
(4) (9) (21) (22) (23) (24) |
|
SOFR + 6.25% |
|
|
9.95 |
% |
|
7/18/2030 |
|
|
23,163 |
|
|
|
22,818 |
|
|
|
23,017 |
|
|
|
2.4 |
|
Databricks, Inc. |
|
(4) (9) (14) (21) (22) (23) (24) |
|
SOFR + 4.50% |
|
|
8.17 |
% |
|
1/5/2032 |
|
|
20,000 |
|
|
|
19,916 |
|
|
|
20,000 |
|
|
|
2.1 |
|
Inmar, Inc. |
|
(7) (21) |
|
SOFR + 4.50% |
|
|
8.18 |
% |
|
10/30/2031 |
|
|
27,160 |
|
|
|
27,127 |
|
|
|
26,159 |
|
|
|
2.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
87,213 |
|
|
|
86,656 |
|
|
|
9.0 |
|
Diversified Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MS Buyer Inc. |
|
(4) (9) (21) (22) (23) (24) |
|
SOFR + 5.25% |
|
|
8.95 |
% |
|
7/1/2031 |
|
|
22,414 |
|
|
|
22,218 |
|
|
|
22,271 |
|
|
|
2.3 |
|
Denali Intermediate Holdings, Inc. |
|
(9) (21) (22) (23) (24) |
|
SOFR + 5.50% |
|
|
9.18 |
% |
|
8/26/2032 |
|
|
84,622 |
|
|
|
83,791 |
|
|
|
83,784 |
|
|
|
8.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
106,009 |
|
|
|
106,055 |
|
|
|
11.0 |
|
Diversified Financial Institutions & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rapyd Netherlands B.V. |
|
(4) (5) (13) (19) (21) (22) (23) |
|
SOFR + 9.00% (9.00% PIK) |
|
|
12.64 |
% |
|
9/13/2030 |
|
|
48,468 |
|
|
|
44,132 |
|
|
|
47,426 |
|
|
|
4.9 |
|
SumUp Holdings Midco S.à r.l |
|
(4) (5) (12) (18) (21) |
|
SOFR + 5.50% |
|
|
9.17 |
% |
|
5/23/2031 |
|
|
10,127 |
|
|
|
10,045 |
|
|
|
10,127 |
|
|
|
1.1 |
|
Stax Purchaser LLC |
|
(4) (10) (21) (22) (23) (24) |
|
SOFR + 7.00% |
|
|
10.66 |
% |
|
6/6/2030 |
|
|
61,051 |
|
|
|
60,282 |
|
|
|
60,355 |
|
|
|
6.3 |
|
Tuple US Bidco LLC |
|
(7) (14) |
|
SOFR + 3.75% |
|
N/A |
|
|
1/18/2033 |
|
|
3,500 |
|
|
|
3,483 |
|
|
|
3,404 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
117,942 |
|
|
|
121,312 |
|
|
|
12.7 |
|
Diversified Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASG III, LLC |
|
(4) (10) (21) (22) (23) (24) |
|
SOFR + 6.50% |
|
|
10.17 |
% |
|
10/31/2029 |
|
|
4,463 |
|
|
|
4,373 |
|
|
|
4,448 |
|
|
|
0.5 |
|
ASG III, LLC |
|
(4) (10) (21) (22) (23) (24) |
|
SOFR + 6.25% |
|
|
9.92 |
% |
|
10/31/2029 |
|
|
1,593 |
|
|
|
1,548 |
|
|
|
1,558 |
|
|
|
0.2 |
|
ASG III, LLC |
|
(4) (10) (21) (22) (23) (24) |
|
SOFR + 7.00% |
|
|
10.67 |
% |
|
10/31/2029 |
|
|
332 |
|
|
|
323 |
|
|
|
325 |
|
|
|
0.0 |
|
Rocket Software, Inc. |
|
(8) (21) (22) |
|
SOFR + 3.75% |
|
|
7.42 |
% |
|
11/28/2028 |
|
|
24,752 |
|
|
|
24,515 |
|
|
|
23,798 |
|
|
|
2.5 |
|
Stryder Corp. |
|
(4) (7) |
|
N/A |
|
|
17.98 |
% |
|
4/3/2026 |
|
|
9,375 |
|
|
|
9,375 |
|
|
|
9,840 |
|
|
|
1.0 |
|
Stryder Corp. |
|
(4) (10) |
|
SOFR + 5.50% |
|
|
9.17 |
% |
|
2/2/2031 |
|
|
22,952 |
|
|
|
21,194 |
|
|
|
21,141 |
|
|
|
2.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,328 |
|
|
|
61,110 |
|
|
|
6.4 |
|
Education |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
McKissock Investment Holdings |
|
(6) (9) (21) |
|
SOFR + 5.00% |
|
|
8.67 |
% |
|
3/12/2029 |
|
|
19,494 |
|
|
|
19,462 |
|
|
|
17,037 |
|
|
|
1.8 |
|
Government & Public Service |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aptean, Inc. |
|
(9) (21) (22) (23) (24) |
|
SOFR + 4.75% |
|
|
8.43 |
% |
|
1/30/2031 |
|
|
45,513 |
|
|
|
45,295 |
|
|
|
45,176 |
|
|
|
4.7 |
|
Government, Risk & Compliance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diligent Corporation |
|
(4) (9) (21) (22) (23) (24) |
|
SOFR + 5.00% |
|
|
8.67 |
% |
|
8/2/2030 |
|
|
15,326 |
|
|
|
15,214 |
|
|
|
15,226 |
|
|
|
1.6 |
|
Maverick Bidco Inc. |
|
(4) (9) (21) (22) (23) (24) |
|
SOFR + 4.75% |
|
|
8.42 |
% |
|
12/2/2031 |
|
|
59,633 |
|
|
|
59,329 |
|
|
|
59,308 |
|
|
|
6.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74,543 |
|
|
|
74,534 |
|
|
|
7.8 |
|
Healthcare IT & Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A Place For Mom, Inc. |
|
(4) (10) (14) (21) (22) (23) |
|
SOFR + 5.50% |
|
|
9.17 |
% |
|
2/10/2028 |
|
|
39,761 |
|
|
|
38,940 |
|
|
|
39,284 |
|
|
|
4.1 |
|
Arcadia Solutions, Inc. |
|
(4) (10) (21) (22) (23) (24) |
|
SOFR + 5.50% |
|
|
9.20 |
% |
|
8/12/2032 |
|
|
75,000 |
|
|
|
74,248 |
|
|
|
74,081 |
|
|
|
7.7 |
|
Athenahealth Group, Inc. |
|
(8) (21) |
|
SOFR + 2.75% |
|
|
6.42 |
% |
|
2/15/2029 |
|
|
5,420 |
|
|
|
5,406 |
|
|
|
5,329 |
|
|
|
0.6 |
|
Gainwell Acquisition Corp. |
|
(9) (14) (21) (23) |
|
SOFR + 4.00% |
|
N/A |
|
|
10/1/2027 |
|
|
6,830 |
|
|
|
6,530 |
|
|
|
6,645 |
|
|
|
0.7 |
|
QF Holdings, Inc. |
|
(4) (8) (22) (24) |
|
SOFR + 4.50% |
|
|
8.20 |
% |
|
12/15/2032 |
|
|
33,449 |
|
|
|
33,248 |
|
|
|
33,224 |
|
|
|
3.5 |
|
Zelis Payments Buyer Inc |
|
(7) (21) (22) |
|
SOFR + 3.25% |
|
|
6.92 |
% |
|
11/26/2031 |
|
|
11,790 |
|
|
|
11,256 |
|
|
|
11,438 |
|
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
169,628 |
|
|
|
170,001 |
|
|
|
17.8 |
|
VISTA CREDIT STRATEGIC LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) - (continued)
March 31, 2026
(dollars in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments(1)(16)(24) |
|
Footnotes |
|
Reference Rate and Spread |
|
Interest Rate(2) (14) |
|
|
Maturity Date |
|
Par Amount/ Units(1) |
|
|
Amortized Cost(3) |
|
|
Fair Value |
|
|
% of Net Assets |
|
Hotels, Restaurants & Leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mews Systems B.V. |
|
(4) (5) (10) (19) (21) (22) (23) (24) |
|
SOFR + 9.00% |
|
|
12.68 |
% |
|
9/16/2029 |
|
$ |
19,013 |
|
|
$ |
18,011 |
|
|
$ |
19,003 |
|
|
|
2.0 |
% |
Infrastructure Software & DevOps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Passport Labs, Inc. |
|
(4) (13) (21) (23) |
|
SOFR + 5.25% |
|
|
8.92 |
% |
|
4/24/2030 |
|
|
28,599 |
|
|
|
28,477 |
|
|
|
29,257 |
|
|
|
3.0 |
|
Perforce Software, Inc. |
|
(8) (21) (22) (23) |
|
SOFR + 4.75% |
|
|
8.42 |
% |
|
3/21/2031 |
|
|
41,603 |
|
|
|
37,133 |
|
|
|
28,435 |
|
|
|
3.0 |
|
Stateline Power, LLC |
|
(4) (7) (22) |
|
SOFR + 4.31% |
|
|
7.98 |
% |
|
3/31/2027 |
|
|
9,786 |
|
|
|
9,786 |
|
|
|
9,786 |
|
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,396 |
|
|
|
67,478 |
|
|
|
7.0 |
|
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Integrity Marketing Acquisition, LLC |
|
(4) (9) (21) (22) (23) (24) |
|
SOFR + 5.00% |
|
|
8.67 |
% |
|
8/25/2028 |
|
|
46,319 |
|
|
|
46,304 |
|
|
|
46,182 |
|
|
|
4.8 |
|
Zinnia Corporate Holdings, LLC |
|
(4) (13) (21) (22) (23) (24) |
|
SOFR + 6.50% |
|
|
10.21 |
% |
|
8/30/2029 |
|
|
26,471 |
|
|
|
26,078 |
|
|
|
26,246 |
|
|
|
2.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72,382 |
|
|
|
72,428 |
|
|
|
7.5 |
|
IT Security |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Digicert, Inc. |
|
(4) (9) (22) (23) (24) |
|
SOFR + 5.75% |
|
|
9.42 |
% |
|
7/30/2030 |
|
|
52,565 |
|
|
|
51,823 |
|
|
|
52,565 |
|
|
|
5.5 |
|
IT Services & IT Systems Management (Ex-Security) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boxer Parent Company Inc. |
|
(7) (14) (21) (22) |
|
SOFR + 3.00% |
|
N/A |
|
|
7/30/2031 |
|
|
19,957 |
|
|
|
18,829 |
|
|
|
18,558 |
|
|
|
1.9 |
|
Flash Charm, Inc. |
|
(9) (21) |
|
SOFR + 3.50% |
|
|
7.16 |
% |
|
3/2/2028 |
|
|
16,111 |
|
|
|
15,380 |
|
|
|
12,845 |
|
|
|
1.3 |
|
Intelishift Technologies, LLC |
|
(4) (10) (14) |
|
SOFR + 7.50% (5.50% PIK) |
|
N/A |
|
|
12/31/2027 |
|
|
18,000 |
|
|
|
17,820 |
|
|
|
17,820 |
|
|
|
1.9 |
|
Jawbreaker Parent Inc |
|
(4) (8) (21) (22) (23) |
|
SOFR + 4.75% |
|
|
8.45 |
% |
|
1/30/2033 |
|
|
26,828 |
|
|
|
26,362 |
|
|
|
26,328 |
|
|
|
2.7 |
|
Redwood Services Group, LLC |
|
(4) (6) (9) (21) (22) (23) (24) |
|
SOFR + 5.00% |
|
|
8.70 |
% |
|
6/15/2029 |
|
|
34,628 |
|
|
|
34,226 |
|
|
|
34,328 |
|
|
|
3.6 |
|
SMR Holdings, LLC |
|
(4) (10) (21) (22) (23) (24) |
|
SOFR + 5.50% |
|
|
9.20 |
% |
|
12/24/2029 |
|
|
72,121 |
|
|
|
71,200 |
|
|
|
72,009 |
|
|
|
7.5 |
|
Solarwinds Holdings, Inc. |
|
(7) (21) (22) |
|
SOFR + 4.00% |
|
|
7.67 |
% |
|
4/16/2032 |
|
|
27,363 |
|
|
|
26,905 |
|
|
|
23,327 |
|
|
|
2.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
210,722 |
|
|
|
205,215 |
|
|
|
21.3 |
|
Life Sciences, Biotechnology, and Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Galaxy Buyer Inc |
|
(4) (10) (21) (22) |
|
SOFR + 4.75% |
|
|
8.40 |
% |
|
1/12/2033 |
|
|
33,388 |
|
|
|
32,909 |
|
|
|
32,769 |
|
|
|
3.4 |
|
Media, Entertainment & Publishing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bending Spoons US Inc. |
|
(10) (22) |
|
SOFR + 5.88% |
|
|
9.54 |
% |
|
3/7/2031 |
|
|
16,425 |
|
|
|
15,808 |
|
|
|
15,060 |
|
|
|
1.6 |
|
MH Sub I, LLC |
|
(8) (21) |
|
SOFR + 4.25% |
|
|
7.92 |
% |
|
12/31/2031 |
|
|
17,660 |
|
|
|
17,476 |
|
|
|
13,868 |
|
|
|
1.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,284 |
|
|
|
28,928 |
|
|
|
3.0 |
|
Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
InhabitIq, Inc. |
|
(4) (9) (21) (22) (23) (24) |
|
SOFR + 4.50% |
|
|
8.17 |
% |
|
1/12/2032 |
|
|
20,516 |
|
|
|
20,400 |
|
|
|
20,427 |
|
|
|
2.1 |
|
MRI Software, LLC |
|
(10) (21) (22) (23) (24) |
|
SOFR + 4.75% |
|
|
8.45 |
% |
|
2/10/2028 |
|
|
26,887 |
|
|
|
26,803 |
|
|
|
26,714 |
|
|
|
2.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,203 |
|
|
|
47,141 |
|
|
|
4.9 |
|
Retail - Consumer Staples |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
G3 Frax Acquisition LLC |
|
(4) (10) (21) (22) |
|
SOFR + 6.00% |
|
|
9.67 |
% |
|
1/30/2032 |
|
|
52,500 |
|
|
|
51,494 |
|
|
|
51,472 |
|
|
|
5.3 |
|
Telecom Services & IT Hardware |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Angel Lux Bidco SA RL |
|
(4) (5) (6) (7) (17) (21) (22) (23) |
|
SOFR + 5.25% |
|
|
8.92 |
% |
|
12/19/2032 |
|
|
67,666 |
|
|
|
66,993 |
|
|
|
66,916 |
|
|
|
7.0 |
|
Ark Data Centers, LLC |
|
(4) (9) (21) (22) (23) (24) |
|
SOFR + 4.75% |
|
|
8.45 |
% |
|
11/27/2030 |
|
|
27,250 |
|
|
|
26,723 |
|
|
|
26,800 |
|
|
|
2.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93,716 |
|
|
|
93,716 |
|
|
|
9.8 |
|
Transportation, Logistics & Supply Chain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BusBud Inc. |
|
(4) (5) (12) (20) (21) (22) (23) (24) |
|
SOFR + 7.25% |
|
|
10.92 |
% |
|
8/12/2030 |
|
|
27,603 |
|
|
|
26,481 |
|
|
|
26,561 |
|
|
|
2.8 |
|
Metropolis Technologies, Inc. |
|
(7) (21) (22) (23) |
|
SOFR + 5.25% |
|
|
8.98 |
% |
|
10/20/2032 |
|
|
74,813 |
|
|
|
74,064 |
|
|
|
74,111 |
|
|
|
7.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,545 |
|
|
|
100,672 |
|
|
|
10.5 |
|
Utilities & Utility Equipment and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edition Holdings, Inc. |
|
(9) (21) (22) (23) (24) |
|
SOFR + 4.50% |
|
|
8.17 |
% |
|
12/20/2032 |
|
|
32,546 |
|
|
|
32,405 |
|
|
|
32,434 |
|
|
|
3.4 |
|
Total First-Lien Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,562,447 |
|
|
|
1,544,474 |
|
|
|
160.9 |
|
VISTA CREDIT STRATEGIC LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) - (continued)
March 31, 2026
(dollars in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments(1)(16)(24) |
|
Footnotes |
|
Reference Rate and Spread |
|
Interest Rate(2) (14) |
|
|
Maturity Date |
|
Par Amount/ Units(1) |
|
|
Amortized Cost(3) |
|
|
Fair Value |
|
|
% of Net Assets |
|
Preferred Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transportation, Logistics & Supply Chain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Metropolis Technologies, Inc. |
|
(4) (22) (23) |
|
N/A |
|
|
12.00 |
% |
|
N/A |
|
|
11,082 |
|
|
$ |
355 |
|
|
$ |
360 |
|
|
|
0.0 |
% |
Metropolis Technologies, Inc. |
|
(4) (22) (23) (26) |
|
N/A |
|
|
17.50 |
% |
|
5/16/2034 |
|
|
480,000 |
|
|
|
457 |
|
|
|
480 |
|
|
|
0.1 |
|
Total Preferred Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
812 |
|
|
|
840 |
|
|
|
0.1 |
|
Other Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversified Financial Institutions & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rapyd Financial Network, Ltd. |
|
(4) (5) (15) (19) (22) (23) |
|
|
|
|
|
|
9/13/2030 |
|
|
120,812 |
|
|
|
4,383 |
|
|
|
4,712 |
|
|
|
0.5 |
|
HPC Preferred Opportunities, L.P. |
|
(22) (24) (26) |
|
|
|
|
|
|
1/30/2036 |
|
|
10,065 |
|
|
|
10,065 |
|
|
|
10,063 |
|
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,448 |
|
|
|
14,775 |
|
|
|
1.5 |
|
Diversified Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stryder Corp. |
|
(4) (15) (22) |
|
|
|
|
|
|
2/2/2036 |
|
|
34,849 |
|
|
|
1,579 |
|
|
|
1,579 |
|
|
|
0.2 |
|
Life Sciences, Biotechnology, and Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Galaxy Topco I, L.P. |
|
(4) (15) (22) (26) |
|
|
|
|
|
|
N/A |
|
|
1,252 |
|
|
|
1,252 |
|
|
|
1,252 |
|
|
|
0.1 |
|
Hotels, Restaurants & Leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mews Systems B.V. |
|
(4) (5) (15) (19) (22) (23) |
|
|
|
|
|
|
9/16/2029 |
|
|
19,200 |
|
|
|
1,312 |
|
|
|
1,997 |
|
|
|
0.2 |
|
Financials |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HPC GPFS Arsenal Co-Invest (Cayman) LP |
|
(22) (24) (26) |
|
|
|
|
|
|
5/14/2036 |
|
|
2,403 |
|
|
|
2,403 |
|
|
|
2,381 |
|
|
|
0.2 |
|
Transportation, Logistics & Supply Chain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BusBud Inc. |
|
(4) (5) (15) (20) (22) (23) |
|
|
|
|
|
|
8/11/2030 |
|
|
178,935 |
|
|
|
1,384 |
|
|
|
1,306 |
|
|
|
0.1 |
|
Metropolis Technologies, Inc. |
|
(4) (15) (22) (23) (27) |
|
|
|
|
|
|
5/16/2034 |
|
|
280 |
|
|
|
20 |
|
|
|
304 |
|
|
|
0.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,404 |
|
|
|
1,610 |
|
|
|
0.1 |
|
Total Other Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,398 |
|
|
|
23,594 |
|
|
|
2.3 |
|
Total Investments - Non-controlled/non-affiliated |
|
|
|
|
|
|
|
|
1,585,657 |
|
|
|
1,568,908 |
|
|
|
163.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments – Non-controlled/affiliated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Architecture, Construction & Engineering |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tactical Equipment III, L.P. |
|
(22) (26) |
|
|
|
|
|
|
3/17/2033 |
|
|
30,000 |
|
|
|
29,069 |
|
|
|
29,069 |
|
|
|
3.0 |
|
Total Other Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,069 |
|
|
|
29,069 |
|
|
|
3.0 |
|
Total Investments - Non-controlled/affiliated |
|
|
|
|
|
|
|
|
29,069 |
|
|
|
29,069 |
|
|
|
3.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments |
|
|
|
|
|
|
|
|
1,614,726 |
|
|
|
1,597,977 |
|
|
|
166.3 |
|
Cash and Cash Equivalents and Restricted Cash and Cash Equivalents |
|
|
|
|
|
48,582 |
|
|
|
48,582 |
|
|
|
5.0 |
|
Total Investments, Cash and Cash Equivalents and Restricted Cash and Cash Equivalents |
|
|
$ |
1,663,308 |
|
|
$ |
1,646,559 |
|
|
|
171.3 |
% |
1.Unless otherwise indicated, all investments held by the Company (the “Company” includes the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in U.S. dollars and headquartered in the United States. All investments are income producing unless otherwise indicated. Certain portfolio company investments are subject to contractual restrictions on sales. The total par amount (in thousands) is presented for all debt investment and preferred equity. Unit amount is presented for Other Equity, with the exception of HPC GPFS Arsenal Co-Invest (Cayman) LP, HPC Preferred Opportunities, L.P. and Tactical Equipment III, L.P., which presents investment cost.
2.Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to the Secured Overnight Financing Rate (“SOFR”) or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of March 31, 2026. Variable rate loans typically include an interest reference rate floor feature.
3.The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
4.These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by the Adviser and under the direction of the Board of Directors (the “Board”) (see Note 4. Fair Value Measurements), pursuant to the Company’s valuation policy.
5.The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). The Company may not acquire any nonqualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of March 31, 2026, nonqualifying assets represented 9.4% of total assets as calculated in accordance with regulatory requirements.
6.Loans include a credit spread adjustment of 0.10%.
7.There are no interest rate floors on these investments.
8.The interest rate floor on these investments as of March 31, 2026 was 0.50%.
9.The interest rate floor on these investments as of March 31, 2026 was 0.75%.
10.The interest rate floor on these investments as of March 31, 2026 was 1.00%.
11.The interest rate floor on these investments as of March 31, 2026 was 1.25%.
12.The interest rate floor on these investments as of March 31, 2026 was 1.50%.
13.The interest rate floor on these investments as of March 31, 2026 was 2.00%.
14.For unsettled positions the interest rate is not presented.
15.Equity investment that is a non-income producing security.
16.The Company uses an internally developed industry classification system which was developed using the Global Industry Classification Standard (“GICS”®) as a reference. All investments are ultimately focused in enterprise software, data and technology-enabled business sectors.
17.The headquarters of this portfolio company is located in Switzerland.
18.The headquarters of this portfolio company is located in Luxembourg.
19.The headquarters of this portfolio company is located in Netherlands.
20.The headquarters of this portfolio company is located in Canada.
21.All or a portion of these investments are being secured as collateral in relation to the DB Credit Facility (as defined in Note 6. Borrowings).
22.All or a portion of these investments are being secured as collateral in relation to the ING Credit Facility (as defined in Note 6. Borrowings).
23.All or a portion of these investments are being secured as collateral in relation to the Securitization Debt (as defined in Note 6. Borrowings).
24.Position or portion thereof is an unfunded commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value, if applicable, results primarily from unamortized fees, which are capitalized to the investment cost. The unfunded commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments:
VISTA CREDIT STRATEGIC LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) - (continued)
March 31, 2026
(dollars in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments – Non-controlled/non-affiliated |
|
Commitment Type |
|
Commitment Expiration Date |
|
Unfunded Commitment |
|
|
Fair Value |
|
Angel Lux Bidco SA RL |
|
Delayed Draw |
|
12/19/2032 |
|
$ |
7,334 |
|
|
$ |
(73 |
) |
Aptean, Inc. |
|
Delayed Draw |
|
1/30/2031 |
|
|
4,844 |
|
|
|
(24 |
) |
Aptean, Inc. |
|
Revolver |
|
1/30/2031 |
|
|
2,290 |
|
|
|
(69 |
) |
Arcadia Solutions, Inc. |
|
Revolver |
|
8/12/2032 |
|
|
12,500 |
|
|
|
(131 |
) |
Ark Data Centers, LLC |
|
Delayed Draw |
|
11/27/2030 |
|
|
9,625 |
|
|
|
(116 |
) |
Ark Data Centers, LLC |
|
Revolver |
|
11/27/2030 |
|
|
625 |
|
|
|
(8 |
) |
ASG III, LLC |
|
Delayed Draw |
|
10/31/2029 |
|
|
3,749 |
|
|
|
(28 |
) |
ASG III, LLC |
|
Revolver |
|
10/31/2029 |
|
|
1,325 |
|
|
|
(3 |
) |
Azurite Intermediate Hold, Inc. |
|
Revolver |
|
3/19/2031 |
|
|
1,953 |
|
|
|
(10 |
) |
BusBud Inc. |
|
Delayed Draw |
|
8/12/2030 |
|
|
9,737 |
|
|
|
(248 |
) |
BusBud Inc. |
|
Delayed Draw |
|
8/12/2030 |
|
|
3,555 |
|
|
|
(91 |
) |
Cdata Software, Inc. |
|
Delayed Draw |
|
7/18/2030 |
|
|
2,041 |
|
|
|
(10 |
) |
Cdata Software, Inc. |
|
Delayed Draw |
|
7/18/2030 |
|
|
1,735 |
|
|
|
(9 |
) |
Cdata Software, Inc. |
|
Revolver |
|
7/18/2030 |
|
|
2,449 |
|
|
|
(12 |
) |
Databricks, Inc. |
|
Delayed Draw |
|
1/5/2032 |
|
|
4,500 |
|
|
|
- |
|
Denali Intermediate Holdings, Inc. |
|
Revolver |
|
8/26/2032 |
|
|
8,483 |
|
|
|
(76 |
) |
Digicert, Inc. |
|
Revolver |
|
7/10/2030 |
|
|
3,702 |
|
|
|
- |
|
Diligent Corporation |
|
Delayed Draw |
|
8/2/2030 |
|
|
3,400 |
|
|
|
(17 |
) |
Diligent Corporation |
|
Revolver |
|
8/2/2030 |
|
|
1,293 |
|
|
|
(6 |
) |
Edition Holdings, Inc. |
|
Revolver |
|
12/20/2032 |
|
|
2,825 |
|
|
|
(64 |
) |
Edition Holdings, Inc. |
|
Delayed Draw |
|
12/20/2032 |
|
|
6,795 |
|
|
|
(8 |
) |
G3 Frax Acquisition LLC |
|
Revolver |
|
1/30/2032 |
|
|
6,250 |
|
|
|
(109 |
) |
Galaxy Buyer Inc |
|
Revolver |
|
1/12/2032 |
|
|
5,217 |
|
|
|
(52 |
) |
Galaxy Buyer Inc |
|
Delayed Draw |
|
1/12/2033 |
|
|
20,868 |
|
|
|
(209 |
) |
Galaxy Buyer Inc |
|
Delayed Draw |
|
1/12/2033 |
|
|
2,504 |
|
|
|
(25 |
) |
HPC GPFS Arsenal Co-Invest (Cayman) LP |
|
Other Equity |
|
5/14/2036 |
|
|
7,597 |
|
|
|
(22 |
) |
HPC Preferred Opportunities, L.P. |
|
Other Equity |
|
1/30/2036 |
|
|
54,935 |
|
|
|
- |
|
InhabitIQ, Inc. |
|
Delayed Draw |
|
1/12/2032 |
|
|
5,742 |
|
|
|
(17 |
) |
InhabitIQ, Inc. |
|
Revolver |
|
1/12/2032 |
|
|
3,589 |
|
|
|
(11 |
) |
Integrity Marketing Acquisition, LLC |
|
Delayed Draw |
|
8/25/2028 |
|
|
2,363 |
|
|
|
(6 |
) |
Integrity Marketing Acquisition, LLC |
|
Revolver |
|
8/25/2028 |
|
|
5,942 |
|
|
|
(15 |
) |
Jawbreaker Parent Inc |
|
Delayed Draw |
|
1/30/2033 |
|
|
12,828 |
|
|
|
(128 |
) |
Jawbreaker Parent Inc |
|
Delayed Draw |
|
1/30/2033 |
|
|
5,172 |
|
|
|
(52 |
) |
Jawbreaker Parent Inc |
|
Revolver |
|
1/30/2033 |
|
|
5,172 |
|
|
|
(52 |
) |
LeadVenture Inc. |
|
Delayed Draw |
|
6/23/2032 |
|
|
3,064 |
|
|
|
(28 |
) |
LeadVenture Inc. |
|
Revolver |
|
6/23/2032 |
|
|
2,475 |
|
|
|
(22 |
) |
Maverick Bidco Inc. |
|
Revolver |
|
12/2/2031 |
|
|
2,385 |
|
|
|
(12 |
) |
Maverick Bidco Inc. |
|
Delayed Draw |
|
12/2/2031 |
|
|
2,982 |
|
|
|
(15 |
) |
Mews Systems B.V. |
|
Delayed Draw |
|
9/14/2029 |
|
|
701 |
|
|
|
- |
|
MRI Software, LLC |
|
Revolver |
|
2/10/2028 |
|
|
1,389 |
|
|
|
(45 |
) |
MRI Software, LLC |
|
Delayed Draw |
|
2/10/2028 |
|
|
1,363 |
|
|
|
(10 |
) |
MS Buyer, Inc. |
|
Revolver |
|
7/1/2031 |
|
|
1,347 |
|
|
|
(8 |
) |
OEConnection LLC |
|
Delayed Draw |
|
12/23/2032 |
|
|
1,693 |
|
|
|
6 |
|
OEConnection LLC |
|
Revolver |
|
12/23/2032 |
|
|
2,116 |
|
|
|
8 |
|
QF Holdings, Inc. |
|
Delayed Draw |
|
12/15/2032 |
|
|
7,219 |
|
|
|
(36 |
) |
QF Holdings, Inc. |
|
Revolver |
|
12/15/2032 |
|
|
4,332 |
|
|
|
(22 |
) |
Redwood Services Group, LLC |
|
Delayed Draw |
|
6/15/2029 |
|
|
1,825 |
|
|
|
(9 |
) |
Redwood Services Group, LLC |
|
Delayed Draw |
|
6/15/2029 |
|
|
23,554 |
|
|
|
(118 |
) |
SMR Holdings, LLC |
|
Revolver |
|
12/24/2029 |
|
|
2,750 |
|
|
|
(4 |
) |
Stax Purchaser LLC |
|
Delayed Draw |
|
6/6/2030 |
|
|
4,038 |
|
|
|
(40 |
) |
Stax Purchaser LLC |
|
Delayed Draw |
|
6/6/2030 |
|
|
1,804 |
|
|
|
(18 |
) |
Stax Purchaser LLC |
|
Revolver |
|
6/6/2030 |
|
|
2,692 |
|
|
|
(27 |
) |
Zinnia Corporate Holdings, LLC |
|
Delayed Draw |
|
8/30/2029 |
|
|
3,529 |
|
|
|
(26 |
) |
Total Unfunded Commitments |
|
|
|
|
|
$ |
304,197 |
|
|
$ |
(2,127 |
) |
25.The following table shows the portfolio composition by geographic region at amortized cost and fair value as a percentage of total investments in portfolio companies. The geographic composition is determined by the location of the corporate headquarters of the portfolio company, which is not always indicative of the primary source of the portfolio company’s business:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2026 |
|
Geography - % of Fair Value |
|
Amortized Cost |
|
|
Fair Value |
|
United States |
|
$ |
1,441,985 |
|
|
|
89.3 |
% |
|
$ |
1,419,929 |
|
|
|
88.9 |
% |
Canada |
|
|
27,865 |
|
|
|
1.7 |
|
|
|
27,867 |
|
|
|
1.7 |
|
Luxembourg |
|
|
10,045 |
|
|
|
0.6 |
|
|
|
10,127 |
|
|
|
0.6 |
|
Netherlands |
|
|
67,838 |
|
|
|
4.2 |
|
|
|
73,138 |
|
|
|
4.6 |
|
Switzerland |
|
|
66,993 |
|
|
|
4.2 |
|
|
|
66,916 |
|
|
|
4.2 |
|
Total |
|
$ |
1,614,726 |
|
|
|
100.0 |
% |
|
$ |
1,597,977 |
|
|
|
100.0 |
% |
26.The Company, as a practical expedient, estimates the fair value of these investments using the net asset value of the Company’s interests in HPC GPFS Arsenal Co-Invest (Cayman) LP, HPC Preferred Opportunities, L.P. and Tactical Equipment III, L.P.. As such, the fair value of the Company’s investments in HPC GPFS Arsenal Co-Invest (Cayman) LP, HPC Preferred Opportunities, L.P. and Tactical Equipment III, L.P. have not been categorized within the fair value hierarchy.
27.The Company’s preferred equity investment is held through a limited partnership interest in Sharp FundingCo LP, whose sole underlying investments are preferred equity and warrants in Metropolis Technologies, Inc.
VISTA CREDIT STRATEGIC LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2025
(dollars in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments(1)(16)(24) |
|
Footnotes |
|
Reference Rate and Spread |
|
Interest Rate(2) (14) |
|
|
Maturity Date |
|
Par Amount/ Units(1) |
|
|
Amortized Cost(3) |
|
|
Fair Value |
|
|
% of Net Assets |
|
Investments – Non-controlled/non-affiliated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First-Lien Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobiles & Automobile Parts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Central Parent, Inc. |
|
(7) (21) |
|
SOFR + 3.25% |
|
|
6.92 |
% |
|
7/6/2029 |
|
$ |
9,875 |
|
|
$ |
9,892 |
|
|
$ |
8,397 |
|
|
|
0.9 |
% |
LeadVenture Inc. |
|
(4) (9) (21) (22) (23) |
|
SOFR + 5.25% |
|
|
8.92 |
% |
|
6/23/2032 |
|
|
29,380 |
|
|
|
28,910 |
|
|
|
29,118 |
|
|
|
3.1 |
|
OEConnection LLC |
|
(4) (9) (21) (22) (23) |
|
SOFR + 4.50% |
|
|
8.23 |
% |
|
12/23/2032 |
|
|
22,615 |
|
|
|
22,409 |
|
|
|
22,615 |
|
|
|
2.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,211 |
|
|
|
60,130 |
|
|
|
6.4 |
|
Data & Analytics |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Azurite Intermediate Holdings, Inc. |
|
(4) (9) (21) (22) (23) |
|
SOFR + 6.00% |
|
|
9.72 |
% |
|
3/19/2031 |
|
|
17,578 |
|
|
|
17,344 |
|
|
|
17,578 |
|
|
|
1.9 |
|
CData Software, Inc. |
|
(4) (9) (21) (22) (23) |
|
SOFR + 5.75% |
|
|
9.44 |
% |
|
7/18/2030 |
|
|
23,163 |
|
|
|
22,805 |
|
|
|
23,134 |
|
|
|
2.4 |
|
Databricks, Inc. |
|
(4) (7) (14) (21) (22) (23) |
|
SOFR + 4.50% |
|
|
8.27 |
% |
|
1/3/2031 |
|
|
20,000 |
|
|
|
19,916 |
|
|
|
20,000 |
|
|
|
2.1 |
|
Inmar, Inc. |
|
(7) (21) |
|
SOFR + 4.50% |
|
|
8.25 |
% |
|
10/30/2031 |
|
|
27,229 |
|
|
|
27,195 |
|
|
|
26,957 |
|
|
|
2.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
87,260 |
|
|
|
87,669 |
|
|
|
9.2 |
|
Diversified Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MS Buyer Inc. |
|
(4) (9) (21) (22) (23) |
|
SOFR + 5.25% |
|
|
8.92 |
% |
|
7/1/2031 |
|
|
15,794 |
|
|
|
15,640 |
|
|
|
15,687 |
|
|
|
1.7 |
|
Denali Intermediate Holdings, Inc. |
|
(9) (21) (22) (23) |
|
SOFR + 5.50% |
|
|
9.23 |
% |
|
8/26/2032 |
|
|
84,834 |
|
|
|
83,984 |
|
|
|
85,996 |
|
|
|
9.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99,624 |
|
|
|
101,683 |
|
|
|
10.8 |
|
Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blackhawk Network Holdings, Inc. |
|
(10) (21) (22) |
|
SOFR + 4.00% |
|
|
7.67 |
% |
|
3/12/2029 |
|
|
14,910 |
|
|
|
14,974 |
|
|
|
15,000 |
|
|
|
1.6 |
|
Diversified Financial Institutions & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rapyd Netherlands B.V. |
|
(4) (5) (13) (19) (21) (22) |
|
SOFR + 9.00% (9.00% PIK) |
|
|
12.83 |
% |
|
9/13/2030 |
|
|
45,742 |
|
|
|
41,234 |
|
|
|
44,141 |
|
|
|
4.7 |
|
SumUp Holdings Midco S.à r.l |
|
(4) (5) (12) (18) (21) |
|
SOFR + 6.00% |
|
|
9.82 |
% |
|
5/23/2031 |
|
|
10,127 |
|
|
|
10,042 |
|
|
|
10,127 |
|
|
|
1.1 |
|
Stax Purchaser LLC |
|
(4) (10) (21) (22) (23) |
|
SOFR + 7.00% |
|
|
10.76 |
% |
|
6/6/2030 |
|
|
59,581 |
|
|
|
58,777 |
|
|
|
59,058 |
|
|
|
6.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110,053 |
|
|
|
113,326 |
|
|
|
12.0 |
|
Diversified Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASG III, LLC |
|
(4) (10) (21) (22) (23) |
|
SOFR + 6.50% |
|
|
10.34 |
% |
|
10/31/2029 |
|
|
4,463 |
|
|
|
4,370 |
|
|
|
4,462 |
|
|
|
0.5 |
|
ASG III, LLC |
|
(4) (10) (21) (22) (23) |
|
SOFR + 6.25% |
|
|
10.09 |
% |
|
10/31/2029 |
|
|
1,593 |
|
|
|
1,545 |
|
|
|
1,570 |
|
|
|
0.2 |
|
ASG III, LLC |
|
(4) (10) (21) (22) (23) |
|
SOFR + 7.00% |
|
|
10.84 |
% |
|
10/31/2029 |
|
|
332 |
|
|
|
322 |
|
|
|
327 |
|
|
|
0.0 |
|
Rocket Software, Inc. |
|
(8) (21) |
|
SOFR + 3.75% |
|
|
7.47 |
% |
|
11/28/2028 |
|
|
19,639 |
|
|
|
19,577 |
|
|
|
19,660 |
|
|
|
2.1 |
|
Stryder Corp. |
|
(4) (7) |
|
N/A |
|
|
17.98 |
% |
|
4/3/2026 |
|
|
9,375 |
|
|
|
9,375 |
|
|
|
9,375 |
|
|
|
1.0 |
|
X.AI Corp. |
|
(7) (21) (22) |
|
SOFR + 7.25% |
|
|
10.85 |
% |
|
6/28/2030 |
|
|
73,827 |
|
|
|
71,099 |
|
|
|
73,095 |
|
|
|
7.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
106,288 |
|
|
|
108,489 |
|
|
|
11.5 |
|
Education |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
McKissock Investment Holdings |
|
(6) (9) (21) |
|
SOFR + 5.00% |
|
|
8.96 |
% |
|
3/12/2029 |
|
|
19,545 |
|
|
|
19,510 |
|
|
|
18,396 |
|
|
|
1.9 |
|
Government & Public Service |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aptean, Inc. |
|
(9) (21) (22) (23) |
|
SOFR + 4.75% |
|
|
8.57 |
% |
|
1/30/2031 |
|
|
45,441 |
|
|
|
45,215 |
|
|
|
45,366 |
|
|
|
4.8 |
|
Government, Risk & Compliance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diligent Corporation |
|
(4) (9) (21) (22) (23) |
|
SOFR + 5.00% |
|
|
8.82 |
% |
|
8/2/2030 |
|
|
15,351 |
|
|
|
15,234 |
|
|
|
15,287 |
|
|
|
1.6 |
|
Maverick Bidco Inc. |
|
(4) (9) (21) (22) (23) |
|
SOFR + 4.75% |
|
|
8.54 |
% |
|
12/2/2031 |
|
|
59,633 |
|
|
|
59,320 |
|
|
|
59,308 |
|
|
|
6.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74,554 |
|
|
|
74,595 |
|
|
|
7.9 |
|
Healthcare IT & Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A Place For Mom, Inc. |
|
(4) (10) (14) (21) (22) |
|
SOFR + 5.50% |
|
|
9.22 |
% |
|
2/10/2028 |
|
|
39,894 |
|
|
|
39,032 |
|
|
|
39,495 |
|
|
|
4.2 |
|
Arcadia Solutions, Inc. |
|
(4) (10) (21) (22) (23) |
|
SOFR + 5.50% |
|
|
9.17 |
% |
|
8/12/2032 |
|
|
75,000 |
|
|
|
74,222 |
|
|
|
74,213 |
|
|
|
7.8 |
|
Athenahealth Group, Inc. |
|
(8) (21) |
|
SOFR + 2.75% |
|
|
6.47 |
% |
|
2/15/2029 |
|
|
5,434 |
|
|
|
5,418 |
|
|
|
5,451 |
|
|
|
0.6 |
|
QF Holdings, Inc. |
|
(4) (8) (22) (23) |
|
SOFR + 4.50% |
|
|
8.19 |
% |
|
12/15/2032 |
|
|
33,449 |
|
|
|
33,242 |
|
|
|
33,224 |
|
|
|
3.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
151,914 |
|
|
|
152,383 |
|
|
|
16.1 |
|
VISTA CREDIT STRATEGIC LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
DECEMBER 31, 2025
(dollars in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments(1)(16)(24) |
|
Footnotes |
|
Reference Rate and Spread |
|
Interest Rate(2) (14) |
|
|
Maturity Date |
|
Par Amount/ Units(1) |
|
|
Amortized Cost(3) |
|
|
Fair Value |
|
|
% of Net Assets |
|
Hotels, Restaurants & Leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mews Systems B.V. |
|
(4) (5) (10) (19) (21) (22) (23) |
|
SOFR + 9.00% |
|
|
12.70 |
% |
|
9/16/2029 |
|
$ |
18,428 |
|
|
$ |
17,380 |
|
|
$ |
18,418 |
|
|
|
1.9 |
% |
Infrastructure Software & DevOps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Passport Labs, Inc. |
|
(4) (13) (21) |
|
SOFR + 6.00% |
|
|
9.72 |
% |
|
4/24/2030 |
|
|
28,599 |
|
|
|
28,472 |
|
|
|
28,571 |
|
|
|
3.0 |
|
Perforce Software, Inc. |
|
(8) (21) |
|
SOFR + 4.75% |
|
|
8.47 |
% |
|
3/21/2031 |
|
|
26,715 |
|
|
|
25,884 |
|
|
|
23,185 |
|
|
|
2.4 |
|
Stateline Power, LLC |
|
(4) (7) (22) |
|
SOFR + 4.31% |
|
|
8.03 |
% |
|
3/31/2027 |
|
|
5,217 |
|
|
|
5,217 |
|
|
|
5,217 |
|
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,573 |
|
|
|
56,973 |
|
|
|
6.0 |
|
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Integrity Marketing Acquisition, LLC |
|
(4) (9) (21) (22) (23) |
|
SOFR + 5.00% |
|
|
8.82 |
% |
|
8/25/2028 |
|
|
46,436 |
|
|
|
46,419 |
|
|
|
46,436 |
|
|
|
4.9 |
|
Zinnia Corporate Holdings, LLC |
|
(4) (13) (21) (22) (23) |
|
SOFR + 6.00% |
|
|
9.69 |
% |
|
8/30/2029 |
|
|
26,471 |
|
|
|
26,052 |
|
|
|
26,441 |
|
|
|
2.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72,471 |
|
|
|
72,877 |
|
|
|
7.7 |
|
IT Security |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Digicert, Inc. |
|
(4) (9) (22) (23) |
|
SOFR + 5.75% |
|
|
9.47 |
% |
|
7/30/2030 |
|
|
52,697 |
|
|
|
51,923 |
|
|
|
52,697 |
|
|
|
5.6 |
|
Noynim, LLC |
|
(4) (11) (21) (22) (23) |
|
SOFR + 5.50% |
|
|
9.25 |
% |
|
11/12/2029 |
|
|
31,610 |
|
|
|
31,337 |
|
|
|
31,390 |
|
|
|
3.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83,260 |
|
|
|
84,087 |
|
|
|
8.9 |
|
IT Services & IT Systems Management (Ex-Security) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acronis International |
|
(4) (5) (6) (10) (17) (21) |
|
SOFR + 5.85% (1.00% PIK) |
|
|
9.82 |
% |
|
4/1/2027 |
|
|
20,361 |
|
|
|
20,215 |
|
|
|
20,361 |
|
|
|
2.2 |
|
Flash Charm, Inc. |
|
(9) (21) |
|
SOFR + 3.50% |
|
|
7.35 |
% |
|
3/2/2028 |
|
|
16,152 |
|
|
|
15,333 |
|
|
|
15,114 |
|
|
|
1.6 |
|
Redwood Services Group, LLC |
|
(4) (6) (9) (21) (22) (23) |
|
SOFR + 5.25% |
|
|
8.93 |
% |
|
6/15/2029 |
|
|
34,705 |
|
|
|
34,337 |
|
|
|
34,522 |
|
|
|
3.6 |
|
SMR Holdings, LLC |
|
(4) (10) (21) (22) (23) |
|
SOFR + 5.25% |
|
|
8.92 |
% |
|
12/24/2029 |
|
|
76,664 |
|
|
|
75,635 |
|
|
|
76,506 |
|
|
|
8.1 |
|
Solarwinds Holdings, Inc. |
|
(7) (21) (22) |
|
SOFR + 4.00% |
|
|
7.70 |
% |
|
4/16/2032 |
|
|
27,431 |
|
|
|
26,965 |
|
|
|
27,448 |
|
|
|
2.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
172,485 |
|
|
|
173,951 |
|
|
|
18.4 |
|
Media, Entertainment & Publishing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bending Spoons US Inc. |
|
(10) (14) (22) |
|
SOFR + 5.25% |
|
N/A |
|
|
3/7/2031 |
|
|
16,425 |
|
|
|
15,785 |
|
|
|
15,973 |
|
|
|
1.7 |
|
MH Sub I, LLC |
|
(8) (21) |
|
SOFR + 4.25% |
|
|
7.97 |
% |
|
12/31/2031 |
|
|
17,705 |
|
|
|
17,509 |
|
|
|
15,997 |
|
|
|
1.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,294 |
|
|
|
31,970 |
|
|
|
3.4 |
|
Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
InhabitIq, Inc. |
|
(4) (9) (21) (22) (23) |
|
SOFR + 4.50% |
|
|
8.22 |
% |
|
1/12/2032 |
|
|
20,568 |
|
|
|
20,448 |
|
|
|
20,538 |
|
|
|
2.2 |
|
MRI Software, LLC |
|
(10) (21) (22) (23) |
|
SOFR + 4.75% |
|
|
8.42 |
% |
|
2/10/2028 |
|
|
26,270 |
|
|
|
26,189 |
|
|
|
26,219 |
|
|
|
2.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46,637 |
|
|
|
46,757 |
|
|
|
5.0 |
|
Telecom Services & IT Hardware |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ark Data Centers, LLC |
|
(4) (9) (21) (22) (23) |
|
SOFR + 4.75% |
|
|
8.47 |
% |
|
11/27/2030 |
|
|
25,875 |
|
|
|
25,326 |
|
|
|
25,369 |
|
|
|
2.7 |
|
Transportation, Logistics & Supply Chain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BusBud Inc. |
|
(4) (5) (12) (20) (21) (22) (23) |
|
SOFR + 7.25% |
|
|
11.00 |
% |
|
8/12/2030 |
|
|
27,344 |
|
|
|
26,188 |
|
|
|
26,056 |
|
|
|
2.8 |
|
Metropolis Technologies, Inc. |
|
(7) (21) (22) |
|
SOFR + 5.25% |
|
|
8.98 |
% |
|
10/20/2032 |
|
|
75,000 |
|
|
|
74,250 |
|
|
|
74,438 |
|
|
|
7.9 |
|
Softeon, Inc. |
|
(4) (9) (21) (23) |
|
SOFR + 5.75% |
|
|
9.42 |
% |
|
11/20/2030 |
|
|
12,281 |
|
|
|
12,069 |
|
|
|
12,281 |
|
|
|
1.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112,507 |
|
|
|
112,775 |
|
|
|
12.0 |
|
Utilities & Utility Equipment and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edition Holdings, Inc. |
|
(4) (9) (21) (22) (23) |
|
SOFR + 4.50% |
|
|
8.20 |
% |
|
12/20/2032 |
|
|
27,787 |
|
|
|
27,652 |
|
|
|
27,629 |
|
|
|
2.9 |
|
Total First-Lien Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,421,188 |
|
|
|
1,427,843 |
|
|
|
151.1 |
|
VISTA CREDIT STRATEGIC LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
DECEMBER 31, 2025
(dollars in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments(1)(16)(24) |
|
Footnotes |
|
Reference Rate and Spread |
|
Interest Rate(2) (14) |
|
|
Maturity Date |
|
Par Amount/ Units(1) |
|
|
Amortized Cost(3) |
|
|
Fair Value |
|
|
% of Net Assets |
|
Preferred Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transportation, Logistics & Supply Chain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Metropolis Technologies, Inc. |
|
(4) (22) |
|
N/A |
|
|
12.00 |
% |
|
N/A |
|
|
11,082 |
|
|
$ |
355 |
|
|
$ |
362 |
|
|
|
0.0 |
% |
Metropolis Technologies, Inc. |
|
(4) (22) (26) |
|
N/A |
|
|
17.50 |
% |
|
5/16/2034 |
|
|
480,000 |
|
|
|
456 |
|
|
|
480 |
|
|
|
0.1 |
|
Total Preferred Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
811 |
|
|
|
842 |
|
|
|
0.1 |
|
Other Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversified Financial Institutions & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rapyd Financial Network, Ltd. |
|
(4) (5) (15) (19) (22) |
|
|
|
|
|
|
9/13/2030 |
|
|
120,812 |
|
|
|
4,383 |
|
|
|
4,712 |
|
|
|
0.5 |
|
Financials |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HPC GPFS Arsenal Co-Invest (Cayman) LP |
|
(22) (23) (25) |
|
|
|
|
|
|
5/14/2036 |
|
|
1,081 |
|
|
|
1,083 |
|
|
|
1,056 |
|
|
|
0.1 |
|
Transportation, Logistics & Supply Chain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BusBud Inc. |
|
(4) (5) (15) (20) (22) |
|
|
|
|
|
|
8/11/2030 |
|
|
178,935 |
|
|
|
1,359 |
|
|
|
1,414 |
|
|
|
0.1 |
|
Metropolis Technologies, Inc. |
|
(4) (15) (22) (26) |
|
|
|
|
|
|
5/16/2034 |
|
|
280 |
|
|
|
20 |
|
|
|
307 |
|
|
|
0.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,379 |
|
|
|
1,721 |
|
|
|
0.1 |
|
Hotels, Restaurants & Leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mews Systems B.V. |
|
(4) (5) (15) (19) (22) |
|
|
|
|
|
|
9/16/2029 |
|
|
19,200 |
|
|
|
1,312 |
|
|
|
2,054 |
|
|
|
0.2 |
|
Total Other Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,157 |
|
|
|
9,543 |
|
|
|
0.9 |
|
Total Investments - Non-controlled/non-affiliated |
|
|
|
|
|
|
|
|
1,430,156 |
|
|
|
1,438,228 |
|
|
|
152.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments – Non-controlled/affiliated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Architecture, Construction & Engineering |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tactical Equipment III, L.P. |
|
(22) (25) |
|
|
|
|
|
|
3/17/2033 |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
30,000 |
|
|
|
3.2 |
|
Total Other Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000 |
|
|
|
30,000 |
|
|
|
3.2 |
|
Total Investments - Non-controlled/affiliated |
|
|
|
|
|
|
|
|
30,000 |
|
|
|
30,000 |
|
|
|
3.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments |
|
|
|
|
|
|
|
|
1,460,156 |
|
|
|
1,468,228 |
|
|
|
155.3 |
|
Cash and Cash Equivalents and Restricted Cash and Cash Equivalents |
|
|
|
|
|
49,642 |
|
|
|
49,642 |
|
|
|
5.2 |
|
Total Investments, Cash and Cash Equivalents and Restricted Cash and Cash Equivalents |
|
|
$ |
1,509,798 |
|
|
$ |
1,517,870 |
|
|
|
160.5 |
% |
1.Unless otherwise indicated, all investments held by the Company (the “Company” includes the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in U.S. dollars and headquartered in the United States. All investments are income producing unless otherwise indicated. Certain portfolio company investments are subject to contractual restrictions on sales. The total par amount (in thousands) is presented for all debt investment and preferred equity. Unit amount is presented for Other Equity, with the exception of HPC GPFS Arsenal Co-Invest (Cayman) LP and Tactical Equipment III, L.P., which presents investment cost.
2.Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to the Secured Overnight Financing Rate (“SOFR”) or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2025. Variable rate loans typically include an interest reference rate floor feature.
3.The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
4.These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by the Adviser and under the direction of the Board of Directors (the “Board”) (see Note 4. Fair Value Measurements), pursuant to the Company’s valuation policy.
5.The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). The Company may not acquire any nonqualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2025, nonqualifying assets represented 8.4% of total assets as calculated in accordance with regulatory requirements.
6.Loans include a credit spread adjustment of 0.10%.
7.There are no interest rate floors on these investments.
8.The interest rate floor on these investments as of December 31, 2025 was 0.50%.
9.The interest rate floor on these investments as of December 31, 2025 was 0.75%.
10.The interest rate floor on these investments as of December 31, 2025 was 1.00%.
11.The interest rate floor on these investments as of December 31, 2025 was 1.25%.
12.The interest rate floor on these investments as of December 31, 2025 was 1.50%.
13.The interest rate floor on these investments as of December 31, 2025 was 2.00%.
14.For unsettled positions the interest rate is not presented.
15.Equity investment that is a non-income producing security.
16.The Company uses an internally developed industry classification system which was developed using the Global Industry Classification Standard (“GICS”®) as a reference. All investments are ultimately focused in enterprise software, data and technology-enabled business sectors.
17.The headquarters of this portfolio company is located in Switzerland.
18.The headquarters of this portfolio company is located in Luxembourg.
19.The headquarters of this portfolio company is located in Netherlands.
20.The headquarters of this portfolio company is located in Canada.
21.All or a portion of these investments are being secured as collateral in relation to the DB Credit Facility (as defined in Note 6. Borrowings).
22.All or a portion of these investments are being secured as collateral in relation to the ING Credit Facility (as defined in Note 6. Borrowings).
VISTA CREDIT STRATEGIC LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS - (continued)
DECEMBER 31, 2025
(dollars in thousands, except share and per share data)
23.Position or portion thereof is an unfunded commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value, if applicable, results primarily from unamortized fees, which are capitalized to the investment cost. The unfunded commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments – Non-controlled/non-affiliated |
|
Commitment Type |
|
Commitment Expiration Date |
|
Unfunded Commitment |
|
|
Fair Value |
|
Aptean, Inc. |
|
Delayed Draw |
|
1/30/2031 |
|
$ |
5,198 |
|
|
$ |
- |
|
Aptean, Inc. |
|
Revolver |
|
1/30/2031 |
|
|
2,120 |
|
|
|
(53 |
) |
Arcadia Solutions, Inc. |
|
Revolver |
|
8/12/2032 |
|
|
12,500 |
|
|
|
(113 |
) |
Ark Data Centers, LLC |
|
Delayed Draw |
|
11/27/2030 |
|
|
9,625 |
|
|
|
(130 |
) |
Ark Data Centers, LLC |
|
Revolver |
|
11/27/2030 |
|
|
2,000 |
|
|
|
(27 |
) |
ASG III, LLC |
|
Delayed Draw |
|
10/31/2029 |
|
|
3,749 |
|
|
|
(19 |
) |
ASG III, LLC |
|
Revolver |
|
10/31/2029 |
|
|
1,325 |
|
|
|
- |
|
Azurite Intermediate Hold, Inc. |
|
Revolver |
|
3/19/2031 |
|
|
1,953 |
|
|
|
- |
|
BusBud Inc. |
|
Delayed Draw |
|
8/12/2030 |
|
|
9,737 |
|
|
|
(307 |
) |
BusBud Inc. |
|
Delayed Draw |
|
8/12/2030 |
|
|
3,814 |
|
|
|
(120 |
) |
Cdata Software, Inc. |
|
Delayed Draw |
|
7/18/2030 |
|
|
2,041 |
|
|
|
(2 |
) |
Cdata Software, Inc. |
|
Delayed Draw |
|
7/18/2030 |
|
|
1,735 |
|
|
|
(2 |
) |
Cdata Software, Inc. |
|
Revolver |
|
7/18/2030 |
|
|
2,449 |
|
|
|
(2 |
) |
Databricks, Inc. |
|
Delayed Draw |
|
1/3/2031 |
|
|
4,500 |
|
|
|
- |
|
Denali Intermediate Holdings, Inc. |
|
Revolver |
|
8/26/2032 |
|
|
8,483 |
|
|
|
(5 |
) |
Digicert, Inc. |
|
Revolver |
|
7/10/2030 |
|
|
3,702 |
|
|
|
- |
|
Diligent Corporation |
|
Delayed Draw |
|
8/2/2030 |
|
|
3,400 |
|
|
|
- |
|
Diligent Corporation |
|
Revolver |
|
8/2/2030 |
|
|
1,268 |
|
|
|
- |
|
Edition Holdings, Inc. |
|
Revolver |
|
12/20/2032 |
|
|
2,825 |
|
|
|
(11 |
) |
Edition Holdings, Inc. |
|
Delayed Draw |
|
12/20/2032 |
|
|
7,533 |
|
|
|
(28 |
) |
Edition Holdings, Inc. |
|
Delayed Draw |
|
12/20/2032 |
|
|
4,020 |
|
|
|
(15 |
) |
HPC GPFS Arsenal Co-Invest (Cayman) LP |
|
Other Equity |
|
5/14/2036 |
|
|
8,919 |
|
|
|
(22 |
) |
InhabitIQ, Inc. |
|
Delayed Draw |
|
1/12/2032 |
|
|
5,742 |
|
|
|
(6 |
) |
InhabitIQ, Inc. |
|
Revolver |
|
1/12/2032 |
|
|
3,589 |
|
|
|
(4 |
) |
Integrity Marketing Acquisition, LLC |
|
Delayed Draw |
|
8/25/2028 |
|
|
2,363 |
|
|
|
- |
|
Integrity Marketing Acquisition, LLC |
|
Revolver |
|
8/25/2028 |
|
|
5,942 |
|
|
|
- |
|
LeadVenture Inc. |
|
Delayed Draw |
|
6/23/2032 |
|
|
3,474 |
|
|
|
(26 |
) |
LeadVenture Inc. |
|
Revolver |
|
6/23/2032 |
|
|
2,074 |
|
|
|
(16 |
) |
Maverick Bidco Inc. |
|
Revolver |
|
12/2/2031 |
|
|
2,385 |
|
|
|
(12 |
) |
Maverick Bidco Inc. |
|
Delayed Draw |
|
12/2/2031 |
|
|
2,982 |
|
|
|
(15 |
) |
Mews Systems B.V. |
|
Delayed Draw |
|
9/14/2029 |
|
|
1,286 |
|
|
|
(1 |
) |
MRI Software, LLC |
|
Revolver |
|
2/10/2028 |
|
|
1,481 |
|
|
|
(41 |
) |
MRI Software, LLC |
|
Delayed Draw |
|
2/10/2028 |
|
|
1,956 |
|
|
|
- |
|
MS Buyer, Inc. |
|
Delayed Draw |
|
7/1/2031 |
|
|
2,539 |
|
|
|
(9 |
) |
MS Buyer, Inc. |
|
Revolver |
|
7/1/2031 |
|
|
1,479 |
|
|
|
(41 |
) |
Noynim, LLC |
|
Delayed Draw |
|
11/12/2029 |
|
|
1,402 |
|
|
|
(9 |
) |
Noynim, LLC |
|
Revolver |
|
11/12/2029 |
|
|
864 |
|
|
|
(6 |
) |
OEConnection LLC |
|
Delayed Draw |
|
12/23/2032 |
|
|
1,693 |
|
|
|
- |
|
OEConnection LLC |
|
Revolver |
|
12/23/2032 |
|
|
2,116 |
|
|
|
- |
|
QF Holdings, Inc. |
|
Delayed Draw |
|
12/15/2032 |
|
|
7,219 |
|
|
|
(36 |
) |
QF Holdings, Inc. |
|
Revolver |
|
12/15/2032 |
|
|
4,332 |
|
|
|
(22 |
) |
Redwood Services Group, LLC |
|
Delayed Draw |
|
6/15/2029 |
|
|
1,825 |
|
|
|
(9 |
) |
SMR Holdings, LLC |
|
Revolver |
|
12/24/2029 |
|
|
2,750 |
|
|
|
(6 |
) |
Softeon, Inc. |
|
Delayed Draw |
|
11/20/2030 |
|
|
1,667 |
|
|
|
- |
|
Softeon, Inc. |
|
Revolver |
|
11/20/2030 |
|
|
1,667 |
|
|
|
- |
|
Stax Purchaser LLC |
|
Delayed Draw |
|
6/6/2030 |
|
|
4,038 |
|
|
|
(30 |
) |
Stax Purchaser LLC |
|
Delayed Draw |
|
6/6/2030 |
|
|
3,413 |
|
|
|
(26 |
) |
Stax Purchaser LLC |
|
Revolver |
|
6/6/2030 |
|
|
2,692 |
|
|
|
(20 |
) |
Zinnia Corporate Holdings, LLC |
|
Delayed Draw |
|
8/30/2029 |
|
|
3,529 |
|
|
|
(4 |
) |
Total Unfunded Commitments |
|
|
|
|
|
$ |
179,395 |
|
|
$ |
(1,195 |
) |
VISTA CREDIT STRATEGIC LENDING CORP.
CONSOLIDATED SCHEDULE OF INVESTMENTS - (continued)
DECEMBER 31, 2025
(dollars in thousands, except share and per share data)
24.The following table shows the portfolio composition by geographic region at amortized cost and fair value as a percentage of total investments in portfolio companies. The geographic composition is determined by the location of the corporate headquarters of the portfolio company, which is not always indicative of the primary source of the portfolio company’s business:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2025 |
|
Geography - % of Fair Value |
|
Amortized Cost |
|
|
Fair Value |
|
United States |
|
$ |
1,338,043 |
|
|
|
91.6 |
% |
|
$ |
1,340,945 |
|
|
|
91.3 |
% |
Canada |
|
|
27,547 |
|
|
|
1.9 |
|
|
|
27,470 |
|
|
|
1.9 |
|
Luxembourg |
|
|
10,042 |
|
|
|
0.7 |
|
|
|
10,127 |
|
|
|
0.7 |
|
Netherlands |
|
|
64,309 |
|
|
|
4.4 |
|
|
|
69,325 |
|
|
|
4.7 |
|
Switzerland |
|
|
20,215 |
|
|
|
1.4 |
|
|
|
20,361 |
|
|
|
1.4 |
|
Total |
|
$ |
1,460,156 |
|
|
|
100.0 |
% |
|
$ |
1,468,228 |
|
|
|
100.0 |
% |
25.The Company, as a practical expedient, estimates the fair value of these investments using the net asset value of the Company’s interests in HPC GPFS Arsenal Co-Invest (Cayman) LP and Tactical Equipment III, L.P.. As such, the fair value of the Company’s investments in HPC GPFS Arsenal Co-Invest (Cayman) LP and Tactical Equipment III, L.P. have not been categorized within the fair value hierarchy.
26.The Company’s preferred equity investment is held through a limited partnership interest in Sharp FundingCo LP, whose sole underlying investments are preferred equity and warrants in Metropolis Technologies, Inc.
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
Vista Credit Strategic Lending Corp. (the “Company”) is incorporated under the laws of the State of Maryland and was formed on March 15, 2022, its date of inception (“Inception Date” or “inception”). The Company is structured as a closed-end management investment company. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is externally managed by Vista Credit BDC Management, L.P. (the “Adviser”), an investment adviser that is registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended. The Adviser also provides the administrative services necessary for the Company to operate pursuant to an administration agreement (the “Administration Agreement”). The Adviser is a wholly owned subsidiary of VEP Group, LLC (together with its affiliates, including Vista Credit Partners, L.P., “Vista”).
The Company is conducting a private offering (the “Private Offering”) of its shares of common stock to accredited investors, as defined in Regulation D under the Securities Act of 1933, as amended (the “1933 Act”) and outside the United States in accordance with Regulation S or Regulation D under the 1933 Act, in reliance on exemptions from the registration requirements of the 1933 Act. The Company is a privately placed, perpetual-life BDC, which is a BDC whose shares are not listed for trading on a stock exchange or other securities market. Each investor in the Private Offering will purchase shares of common stock of the Company pursuant to a subscription agreement entered into with the Company. Generally, investors fully fund their purchases at one point in time on the date their subscription agreement is accepted by the Company. The Company has, from time to time, also allowed certain investors to fund their share purchases over time, when capital is called by the Company under a drawdown notice. On June 16, 2023, the Adviser purchased 1,250 shares of the Company’s common stock at $20.00 per share. On September 8, 2023, the Company began accepting subscription agreements from third-party investors acquiring shares of the Company’s common stock in the Private Offering.
The Company invests in “middle-market companies,” which the Company defines to generally mean companies with earnings before interest, taxes, depreciation and amortization (“EBITDA”) of less than $250 million annually and/or annual revenue of $25 million to $2.5 billion at the time of investment, in the enterprise software, data and technology-enabled business sectors. The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation by investing in a portfolio of investments that primarily consists of senior or subordinated debt, preferred stock or other interests senior to common equity as well as equity securities (or rights to acquire equity securities) acquired in connection with debt financing transactions in management buyouts, recapitalizations and other opportunities.
On June 30, 2025, the Company filed Articles of Amendment (the “Articles of Amendment”) to its charter with the State Department of Assessments and Taxation of Maryland (“SDAT”) to rename and redesignate the authorized shares of the Company’s common stock, $0.01 par value per share, as Class I Common Stock, $0.01 par value per share (the “Class I Common Stock”). The Articles of Amendment became effective on June 30, 2025.
Also on June 30, 2025, the Company filed with SDAT Articles Supplementary (the “Articles Supplementary”) to its charter, pursuant to which the Company reclassified and redesignated (i) 50,000,000 shares of Class I Common Stock as shares of Class S Common Stock, $0.01 par value per share (the “Class S Common Stock”), and (ii) 50,000,000 shares of Class I Common Stock as shares of Class D Common Stock, $0.01 par value per share (the “Class D Common Stock” and, together with the Class I Common Stock and the Class S Common Stock, the “Common Stock”). The Articles Supplementary became effective on June 30, 2025, immediately after the effectiveness of the Articles of Amendment. See Note 9. Net Assets, for total shares issued and outstanding for all share classes as of and for the three months ended March 31, 2026 and 2025.
2.SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). In the opinion of management, all adjustments considered necessary for the fair presentation of the consolidated financial statements have been included.
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
The Company is an investment company for the purposes of accounting and financial reporting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies (“ASC 946”).
Interim financial statements are prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 or 10 of Regulation S-X. In the opinion of management, all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of financial statements for the interim periods presented, have been included. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, 2026.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. It also requires management to exercise judgment in the process of applying the Company’s accounting policies. Actual results could differ from those estimates.
Consolidation
As provided under ASC 946 and Regulation S-X, the Company will generally not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the results of the Company’s wholly-owned subsidiaries, BDC CA Lender, LLC, VCSL Funding 1 LLC (“VCSL Funding 1”), VCSL Funding 2 LLC, VCP RRL ABS V, LLC and VCP RRL ABS V Investor, LLC (“ABS V Investor”). All significant intercompany balances and transactions have been eliminated.
Investments
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method without regard to unrealized appreciation or depreciation previously recognized, and includes investments charged off during the period, net of recoveries. Net change in unrealized appreciation or depreciation on investments as presented in the accompanying Consolidated Statements of Operations reflects the net change in the fair value of investments, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized. See Note 4. Fair Value Measurements, for further information about fair value measurements.
Cash and Cash Equivalents and Restricted Cash and Cash Equivalents
Cash and cash equivalents consist of demand deposits and highly liquid investments (e.g., money market funds, U.S. treasury notes) with original maturities of three months or less. Cash and cash equivalents are denominated in U.S. dollars and are carried at cost, which approximates fair value. The Company deposits its cash and cash equivalents with highly-rated banking corporations and, at times, cash deposits may exceed the insured limits under applicable law.
Restricted cash and cash equivalents include amounts that are collected and are held by trustees who have been appointed as custodians of the assets securing certain of the Company’s financing transactions. Restricted cash and cash equivalents are held by the trustees for payment of interest expense and principal on the outstanding borrowings or reinvestment into new assets. Restricted cash also includes amounts for capital received in advance of the closing date.
Derivative instruments
The Company follows the guidance in ASC Topic 815, Derivatives and Hedging, when accounting for derivative instruments.
The Company designated interest rate swaps as the hedging instruments in qualifying fair value hedge accounting relationships, and as a result, the change in fair value of the hedging instruments and hedged items is recorded as interest expense and included in interest expense and credit facility fees in the accompanying Consolidated Statements of
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
Operations. The fair value of the interest rate swaps is recorded on the Consolidated Statements of Assets and Liabilities as a component of “Net unrealized appreciation on derivatives” or “Net unrealized depreciation on derivatives” by counterparty on a net basis across all derivative instruments when a master netting agreement is in place, not taking into account collateral posted which is recorded separately, if applicable. Refer to Note 3. Derivatives and Note 6. Borrowings for more information regarding the interest rate swaps.
Revenue Recognition
Interest income is recorded on an accrual basis and includes the accretion of discounts, amortization of premiums and payment-in-kind (“PIK”) interest. Discounts from and premiums to par value on investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. To the extent loans contain PIK provisions, PIK interest, computed at the contractual rates, is accrued and recorded as interest income and added to the principal balance of the loan. PIK interest income added to the principal balance is generally collected upon repayment of the outstanding principal. As of both March 31, 2026 and December 31, 2025, there were three and one loans, respectively, in the portfolio that earned PIK income. For the three months ended March 31, 2026 and 2025, the Company earned $1,513 and $51 of PIK interest income, respectively. For the three months ended March 31, 2026 and 2025, the Company capitalized $2,777 and $51 of PIK interest income, respectively.
Loans are generally placed on non-accrual status when interest and/or principal payments become materially past due and there is reasonable doubt that principal or interest will be collected in full. Recognition of interest income of that loan will be ceased until all principal and interest is current through payment or until a restructuring occurs, such that the interest income is deemed to be collectible. However, the Company remains contractually entitled to this interest. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon the Company’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid or there is no longer any reasonable doubt that such principal or interest will be collected in full and, in the Company’s judgment, are likely to remain current. The Company may make exceptions to this policy if the loan has sufficient collateral value or is in the process of collection. Accrued interest is written off when it becomes probable that the interest will not be collected, and the amount of uncollectible interest can be reasonably estimated. The Company did not have any loans on non-accrual status as of March 31, 2026 or December 31, 2025.
Other income may include income such as consent, waiver, amendment, unused, underwriting, arranger and prepayment fees associated with the Company’s investment activities as well as any fees for managerial assistance services rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered. For the three months ended March 31, 2026 and 2025, the Company earned $3,194 and $288, respectively, in other income, primarily from prepayment fees and unused fees.
Dividend income on equity securities in limited liability companies, partnerships, and other private entities, is recorded as dividend on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on preferred equity is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. To the extent a preferred equity investment contains PIK provisions, PIK dividends, computed at the contractual rates, are accrued, recorded as dividend income and added to the principal balance of the preferred equity. PIK dividends added to the principal balance are generally collected upon redemption of the equity. For the three months ended March 31, 2026 and 2025, the Company earned $1,004 and $191, respectively, in dividend income.
Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Each distribution received from limited liability company (“LLC”) and limited partnership (“LP”) investments is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Company will not record distributions from equity investments in LLCs and LPs as dividend income unless there are sufficient accumulated tax-basis earnings and profits in the LLC or LP prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
Offering Costs
Offering costs associated with the Private Offering and in excess of the Expense Support Agreement (defined below in Note 5. Related Party Transactions) will be borne by the Company. These offering costs are capitalized as deferred offering costs on the Consolidated Statements of Assets and Liabilities and amortized over a twelve-month period. These costs consist primarily of legal fees and other fees incurred in connection with the Private Offering. Refer to Note 5. Related Party Transactions for further details on the Expense Support Agreement.
For the three months ended March 31, 2026, the Company incurred $184 of offering costs, and amortized $174 of offering costs. For the three months ended March 31, 2025, the Company incurred $242 of offering costs, and amortized $21 of offering costs.
Deferred Financing Costs, Interest Expense, and Credit Facility Fees
Interest expense and unused commitment fees on the Company’s borrowings are recorded on an accrual basis. Unused commitment fees are included in interest expense and credit facility fees in the accompanying Consolidated Statements of Operations.
Deferred financing costs represent capitalized fees and other direct incremental costs incurred in connection with the Company’s borrowings. These amounts are amortized on a straight-line basis over the expected term of the credit facility. The unamortized balance of such costs is included in prepaid expenses and other assets in the accompanying Consolidated Statements of Assets and Liabilities. The amortization of such costs is included in interest expense and credit facility fees in the accompanying Consolidated Statements of Operations.
As of March 31, 2026 and December 31, 2025, the Company had $8,572 and $5,694 of unamortized deferred financing costs, respectively. Amortization expense for deferred financing costs for the three months ended March 31, 2026 and 2025 was $838 and $397, respectively.
Expenses
The Company is responsible for software costs, insurance costs and other expenses related to the Company’s operations. Such expenses, including expenses incurred and paid by the Adviser on behalf of the Company, are generally expected to be reimbursed by the Company. Costs incurred for annual subscriptions and insurance policies are generally recorded as a deferred charge and are amortized using the straight-line method over the term of the subscription or policy period. Deferred costs related to the Company’s directors and officers liability insurance are presented in prepaid expenses and other assets on the Company’s Consolidated Statements of Assets and Liabilities.
Allocation of Income, Expenses, Gains and Losses
Income, expenses (other than those attributable to a specific class of Common Stock), gains and losses are allocated to each class of Common Stock based on the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class of Common Stock are charged against the operations of that class.
Distributions
Distributions to stockholders are recorded on the record date. All distributions will be paid at the discretion of the Board and will depend on the Company’s earnings, financial condition, maintenance of the Company’s tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time. Although the gross distribution per share is generally equivalent for each class of Common Stock, the net distribution for each class of Common Stock is reduced for any class-specific expenses, including distribution and shareholder servicing fees, if any.
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
Income Taxes
The Company has elected to be treated as a RIC under the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it timely distributes (or is deemed to distribute) at least annually to its stockholders as dividends. Therefore, no provision for federal income taxes is recorded in the consolidated financial statements of the Company. Rather, any tax liability related to income earned and distributed by the Company would represent obligations of the Company’s investors.
To qualify for and maintain qualification as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must also annually distribute dividends for U.S. federal income tax purposes to its stockholders out of the assets legally available for distribution of an amount generally at least equal to 90% of the sum of its investment company taxable income, determined without regard to any deduction for dividends paid.
Depending on the level of taxable income earned in a tax year, the Company can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that the Company determines that the estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, the Company accrues excise tax on estimated excess taxable income.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as tax benefits or expenses in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, ongoing analyses of tax laws, regulations and interpretations thereof.
Functional Currency
The functional currency of the Company is the U.S. dollar, and all transactions were in U.S. dollars.
Earnings per Share of Common Stock
The Company computes earnings per share of Common Stock in accordance with ASC 260, Earnings Per Share (“ASC 260”). Basic earnings per share of Common Stock is calculated by dividing the net increase (decrease) in net assets resulting from operations attributable to common stock by the weighted average number of shares of Common Stock outstanding. Diluted earnings per share of Common Stock reflects the assumed conversion of all dilutive securities.
Segment Reporting
In accordance with ASC Topic 280 - Segment Reporting, the Company has determined that it has a single operating and reporting segment. As a result, the Company’s segment accounting policies are the same as described herein and the Company does not have any intra-segment sales or transfers of assets.
Recent Accounting Updates
In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU No. 2023-09 requires additional disaggregated disclosures on the entity’s effective tax rate reconciliation and additional details on income taxes paid. ASU No. 2023-09 is effective on a prospective basis, with the option for retrospective application. The Company adopted ASU 2023-09 effective December 31, 2025 and concluded that the application of this guidance did not have any material impact on its consolidated financial statements.
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
The Company enters into derivatives from time to time to help mitigate its interest rate risk exposure.
Interest Rate Swaps
In connection with the 2025 Notes (as defined in Note 6. Borrowings), the Class A-2 Notes and the Class B-2 Notes issued in the ABS V Securitization (as defined in Note 6. Borrowings), the Company entered into interest rate swap agreements with ING Capital Markets LLC (“ING”) to more closely align the interest rate of these liabilities with the Company's investment portfolio, which consists primarily of variable rate loans. The Company designated these interest rate swaps and the 2025 Notes, the Class A-2 Notes and the Class B-2 Notes as a qualifying fair value hedge accounting relationship. See Note 6. Borrowings for more information on the 2025 Notes, the Class A-2 Notes and the Class B-2 Notes. The outstanding interest rate swap contracts as of March 31, 2026 and December 31, 2025 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Counterparty |
|
Hedged item |
|
Company receives |
|
Company pays |
|
Maturity date |
|
Notional amount |
|
|
Unrealized appreciation |
|
|
Unrealized depreciation |
|
ING |
|
Tranche A Notes |
|
5.85% |
|
3M SOFR+ |
|
2.512% |
|
10/2/2028 |
|
$ |
62,500 |
|
|
$ |
- |
|
|
$ |
(521 |
) |
ING |
|
Tranche B Notes |
|
6.22% |
|
3M SOFR+ |
|
2.8155% |
|
10/2/2030 |
|
|
37,500 |
|
|
|
- |
|
|
|
(461 |
) |
ING |
|
Tranche C Notes |
|
5.85% |
|
3M SOFR+ |
|
2.448% |
|
10/2/2028 |
|
|
62,500 |
|
|
|
- |
|
|
|
(424 |
) |
ING |
|
Tranche D Notes |
|
6.22% |
|
3M SOFR+ |
|
2.736% |
|
10/2/2030 |
|
|
37,500 |
|
|
|
- |
|
|
|
(336 |
) |
ING |
|
Class A-2 Notes |
|
5.49% |
|
3M SOFR+ |
|
1.974% |
|
1/20/2029 |
|
|
179,350 |
|
|
|
- |
|
|
|
(658 |
) |
ING |
|
Class B-2 Notes |
|
7.24% |
|
3M SOFR+ |
|
3.692% |
|
1/20/2029 |
|
|
21,541 |
|
|
|
- |
|
|
|
(79 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
400,891 |
|
|
$ |
- |
|
|
$ |
(2,479 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Counterparty |
|
Hedged item |
|
Company receives |
|
Company pays |
|
Maturity date |
|
Notional amount |
|
|
Unrealized appreciation |
|
|
Unrealized depreciation |
|
ING |
|
Tranche A Notes |
|
5.85% |
|
3M SOFR+ |
|
2.512% |
|
10/2/2028 |
|
$ |
62,500 |
|
|
$ |
- |
|
|
$ |
(128 |
) |
ING |
|
Tranche B Notes |
|
6.22% |
|
3M SOFR+ |
|
2.8155% |
|
10/2/2030 |
|
|
37,500 |
|
|
|
- |
|
|
|
(230 |
) |
ING |
|
Tranche C Notes |
|
5.85% |
|
3M SOFR+ |
|
2.448% |
|
10/2/2028 |
|
|
62,500 |
|
|
|
- |
|
|
|
(23 |
) |
ING |
|
Tranche D Notes |
|
6.22% |
|
3M SOFR+ |
|
2.736% |
|
10/2/2030 |
|
|
37,500 |
|
|
|
- |
|
|
|
(99 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
200,000 |
|
|
$ |
- |
|
|
$ |
(480 |
) |
As a result of the Company’s designation as a hedging instrument in a qualifying fair value hedge accounting relationship, the Company is required to fair value the hedging instrument and the related hedged item, with the changes in the fair value of each being recorded in interest expense. For the three months ended March 31, 2026, the net unrealized gain related to the fair value hedge was $34, which is included in interest expense and credit facility fees in the Consolidated Statements of Operations. There were no derivatives designated in a qualifying hedge accounting relationship for the three months ended March 31, 2025. The table below presents the components of the net unrealized gain (loss) related to the fair value hedge recognized for the hedging instrument, the interest rate swaps, the hedged items, the 2025 Notes, the Class A-2 Notes and the Class B-2 Notes, from derivatives designated in a qualifying hedge accounting relationship for the three months ended March 31, 2026 and 2025.
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
|
|
|
2026 |
|
|
2025 |
|
Hedging instruments (Interest rate swaps) |
|
$ |
(1,999 |
) |
|
$ |
- |
|
Hedged items (2025 Notes, Class A-2 Notes and Class B-2 Notes) |
|
|
2,033 |
|
|
|
- |
|
Fair market value adjustments for hedge accounting recognized in interest expense |
|
$ |
34 |
|
|
$ |
- |
|
The table below presents the carrying value of the 2025 Notes, the Class A-2 Notes and the Class B-2 Notes as of March 31, 2026 and December 31, 2025 that are designated in qualifying hedging relationships and the related cumulative hedging adjustment (increase (decrease)) from the current hedging relationships included in such carrying value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2026 |
|
|
As of December 31, 2025 |
|
|
|
Carrying Value |
|
|
Cumulative Hedging Adjustment |
|
|
Carrying Value |
|
|
Cumulative Hedging Adjustment |
|
Tranche A Notes |
|
$ |
62,042 |
|
|
$ |
458 |
|
|
$ |
62,444 |
|
|
$ |
56 |
|
Tranche B Notes |
|
|
37,117 |
|
|
|
383 |
|
|
|
37,359 |
|
|
|
141 |
|
Tranche C Notes |
|
|
62,129 |
|
|
|
371 |
|
|
|
62,538 |
|
|
|
(38 |
) |
Tranche D Notes |
|
|
37,231 |
|
|
|
269 |
|
|
|
37,478 |
|
|
|
22 |
|
Class A-2 Notes |
|
|
178,695 |
|
|
|
655 |
|
|
|
- |
|
|
|
- |
|
Class B-2 Notes |
|
|
21,463 |
|
|
|
78 |
|
|
|
- |
|
|
|
- |
|
|
|
$ |
398,677 |
|
|
$ |
2,214 |
|
|
$ |
199,819 |
|
|
$ |
181 |
|
Offsetting Derivatives
In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, the Company has entered into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) with its derivative counterparty, ING. The ISDA Master Agreement is a bilateral agreement between the Company and ING that governs over the counter derivatives, including interest rate swaps, and contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of the ISDA Master Agreement with ING permits a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of ING.
For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Company and cash collateral received from ING, if any, is included in the Consolidated Statements of Assets and Liabilities as restricted cash. As of March 31, 2026 and December 31, 2025, there was $4,101 and $501, respectively, of collateral pledged for derivatives which is included in restricted cash and cash equivalents on the Consolidated Statements of Assets and Liabilities. The Company minimizes counterparty credit risk by only entering into agreements with counterparties that it believes to be of good standing and by monitoring the financial stability of those counterparties.
The following table is intended to provide additional information about the effect of the offsetting derivative contracts on the consolidated financial statements of the Company including: the location of those fair values on the Consolidated Statements of Assets and Liabilities, and the Company’s gross and net amount of assets and liabilities available for offset under netting arrangements as well as any related collateral received or pledged by the Company as of March 31, 2026 and December 31, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Counterparty |
|
Statement of Assets and Liabilities Location of Amounts |
|
Gross Amount of Recognized Assets |
|
|
Gross Amount of Recognized (Liabilities) |
|
|
Net amounts presented in the Consolidated Statements of Assets and Liabilities |
|
|
Collateral (Received) / Pledged (1) |
|
|
Net Amounts (2) |
|
ING |
|
Net unrealized depreciation on derivatives |
|
$ |
- |
|
|
$ |
(2,479 |
) |
|
$ |
|
|
(2,479 |
) |
|
$ |
4,101 |
|
|
$ |
- |
|
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Counterparty |
|
Statement of Assets and Liabilities Location of Amounts |
|
Gross Amount of Recognized Assets |
|
|
Gross Amount of Recognized (Liabilities) |
|
|
Net amounts presented in the Consolidated Statements of Assets and Liabilities |
|
|
Collateral (Received) / Pledged (1) |
|
|
Net Amounts (2) |
|
ING |
|
Net unrealized depreciation on derivatives |
|
$ |
- |
|
|
$ |
(480 |
) |
|
$ |
|
|
(480 |
) |
|
$ |
501 |
|
|
$ |
- |
|
(1)The actual collateral pledged could be more than the amount shown due to over collateralization.
(2)Represents the net amount due from/(to) counterparties in the event of default.
Exclusion of the Adviser from Commodity Pool Operator Definition
Engaging in commodity interest transactions such as swap transactions for the Company could cause the Adviser to fall within the definition of “commodity pool operator” under the Commodity Exchange Act (the “CEA”) and related Commodity Futures Trading Commission (“CFTC”) regulations. The Adviser has claimed an exclusion from the definition of the term “commodity pool operator” under the CEA and the CFTC regulations in connection with its management of the Company and, therefore, is not subject to CFTC registration or regulation under the CEA as a commodity pool operator with respect to its management of the Company.
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
4.FAIR VALUE MEASUREMENTS
The Company applies ASC Topic 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, the Company considers its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:
•Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
•Level 2—Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
•Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of observable input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment. For certain investments structured as interests in limited partnerships, the Company applies the practical expedient, or net asset value method, to determine the fair value of such investments.
The Adviser, as the valuation designee pursuant to Rule 2a-5 under the 1940 Act, determines in good faith the fair value of the Company’s investment portfolio for which market quotations are not readily available. In addition to using the above inputs in investment valuations, the Adviser will apply a valuation policy approved by the Board that is consistent with ASC 820. Consistent with the valuation policy, the Company evaluates the source of the inputs, including any markets in which the Company’s investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), the Company subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, the Company, or the independent valuation firm(s), reviews pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.
Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur. For the three months ended March 31, 2026, there were two transfers from Level 2 to Level 3 and one transfer from Level 3 to Level 2 that was a result of changes in the observability of significant inputs for these portfolio companies. For the three months ended March 31, 2025, there were no transfers from Level 3 to Level 2 that were a result of changes in the observability of significant inputs for these portfolio companies.
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
The following tables summarize the Company’s investments and certain liabilities measured at fair value on a recurring basis by the above fair value hierarchy levels as of March 31, 2026 and December 31, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2026 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
First-lien debt |
|
$ |
- |
|
|
$ |
414,106 |
|
|
$ |
1,130,368 |
|
|
$ |
1,544,474 |
|
Other equity |
|
|
- |
|
|
|
- |
|
|
|
11,150 |
|
|
|
11,150 |
|
Preferred equity |
|
|
- |
|
|
|
- |
|
|
|
840 |
|
|
|
840 |
|
Total |
|
$ |
- |
|
|
$ |
414,106 |
|
|
$ |
1,142,358 |
|
|
|
1,556,464 |
|
Investments measured at net asset value(1) |
|
|
|
|
|
|
|
|
|
|
|
41,513 |
|
Total Investments |
|
|
|
|
|
|
|
|
|
|
$ |
1,597,977 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Swaps |
|
$ |
- |
|
|
$ |
2,479 |
|
|
$ |
- |
|
|
$ |
2,479 |
|
Total |
|
|
|
|
|
|
|
|
|
|
$ |
2,479 |
|
(1)Amounts represent the Company’s investments in HPC GPFS Arsenal Co-Invest (Cayman) LP, HPC Preferred Opportunities, L.P. and Tactical Equipment III, L.P. The Company, as a practical expedient, estimates the fair value of these investments using the net asset value of the Company’s interests in HPC GPFS Arsenal Co-Invest (Cayman) LP, HPC Preferred Opportunities, L.P. and Tactical Equipment III, L.P. As such, the fair value of the Company’s investments in HPC GPFS Arsenal Co-Invest (Cayman) LP, HPC Preferred Opportunities, L.P. and Tactical Equipment III, L.P. have not been categorized within the fair value hierarchy.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2025 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
First-lien debt |
|
$ |
- |
|
|
$ |
496,692 |
|
|
$ |
931,151 |
|
|
$ |
1,427,843 |
|
Other equity |
|
|
- |
|
|
|
- |
|
|
|
8,487 |
|
|
|
8,487 |
|
Preferred equity |
|
|
- |
|
|
|
- |
|
|
|
842 |
|
|
|
842 |
|
Total |
|
$ |
- |
|
|
$ |
496,692 |
|
|
$ |
940,480 |
|
|
|
1,437,172 |
|
Investments measured at net asset value(1) |
|
|
|
|
|
|
|
|
|
|
|
31,056 |
|
Total Investments |
|
|
|
|
|
|
|
|
|
|
$ |
1,468,228 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Swaps |
|
$ |
- |
|
|
$ |
480 |
|
|
$ |
- |
|
|
$ |
480 |
|
Total |
|
|
|
|
|
|
|
|
|
|
$ |
480 |
|
(1)Amounts represent the Company’s investments in HPC GPFS Arsenal Co-Invest (Cayman) LP and Tactical Equipment III, L.P. The Company, as a practical expedient, estimates the fair value of these investments using the net asset value of the Company’s interests in HPC GPFS Arsenal Co-Invest (Cayman) LP and Tactical Equipment III, L.P. As such, the fair value of the Company’s investments in HPC GPFS Arsenal Co-Invest (Cayman) LP and Tactical Equipment III, L.P. have not been categorized within the fair value hierarchy.
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
The changes in the Company’s investments at fair value for which the Company has used Level 3 inputs to determine fair value and net change in unrealized appreciation (depreciation) included in earnings for Level 3 investments that continue to be held are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Assets For the Three Months Ended March 31, 2026 |
|
|
|
First-Lien Debt |
|
|
Preferred Equity and Other Equity |
|
|
Total |
|
Balance, beginning of period |
|
$ |
931,151 |
|
|
$ |
9,329 |
|
|
$ |
940,480 |
|
Purchases |
|
|
241,946 |
|
|
|
2,856 |
|
|
|
244,802 |
|
Paydowns |
|
|
(79,025 |
) |
|
|
- |
|
|
|
(79,025 |
) |
Accretion of discount |
|
|
518 |
|
|
- |
|
|
|
518 |
|
PIK interest |
|
|
2,777 |
|
|
- |
|
|
|
2,777 |
|
Net change in unrealized appreciation (depreciation) |
|
|
(2,347 |
) |
|
|
(195 |
) |
|
|
(2,542 |
) |
Transfers into Level 3 |
|
|
90,496 |
|
|
|
- |
|
|
|
90,496 |
|
Transfers out of Level 3 |
|
|
(55,148 |
) |
|
|
- |
|
|
|
(55,148 |
) |
Balance, end of period |
|
$ |
1,130,368 |
|
|
$ |
11,990 |
|
|
$ |
1,142,358 |
|
Net change in unrealized appreciation (depreciation) included in earnings related to investments that continue to be held at the reporting date included in net change in unrealized appreciation on investments on the Consolidated Statements of Operations |
|
$ |
(1,937 |
) |
|
$ |
(195 |
) |
|
$ |
(2,132 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Assets For the Three Months Ended March 31, 2025 |
|
|
|
First-Lien Debt |
|
|
Preferred Equity and Other Equity |
|
|
Total |
|
Balance, beginning of period |
|
$ |
265,090 |
|
|
$ |
5,987 |
|
|
$ |
271,077 |
|
Purchases |
|
|
58,455 |
|
|
|
2,939 |
|
|
|
61,394 |
|
Paydowns |
|
|
(208 |
) |
|
|
- |
|
|
|
(208 |
) |
Accretion of discount |
|
|
260 |
|
|
- |
|
|
|
260 |
|
PIK interest |
|
|
51 |
|
|
- |
|
|
|
51 |
|
Net change in unrealized appreciation |
|
|
1,218 |
|
|
|
441 |
|
|
|
1,659 |
|
Transfers out of Level 3 |
|
|
- |
|
|
- |
|
|
|
- |
|
Balance, end of period |
|
$ |
324,866 |
|
|
$ |
9,367 |
|
|
$ |
334,233 |
|
Net change in unrealized appreciation included in earnings related to investments that continue to be held at the reporting date included in net change in unrealized appreciation on investments on the Consolidated Statements of Operations |
|
$ |
1,218 |
|
|
$ |
441 |
|
|
$ |
1,659 |
|
The Company generally uses the following framework when determining the fair value of investments that are categorized as Level 3:
The Board has appointed the Adviser as its valuation designee, in accordance with Rule 2a-5 under the 1940 Act. The fair value is determined by the Adviser’s valuation committee, subject to oversight by the Board, consistent with a documented valuation policy and consistently applied valuation process. In connection with that determination, investment valuations will be prepared using ranges of valuations obtained from independent valuation firms, and/or proprietary models depending on the materiality of the investments, the availability of information on the Company’s investments and the type of investment being valued, all in accordance with the Company’s valuation policy.
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
Determination of fair value of Level 3 debt and equity investments involves subjective judgments and estimates. As part of the valuation process, the factors that may be taken into account in determining the fair value of the Company’s investments, include, as relevant: the estimated enterprise value of a portfolio company (i.e., the total fair value of the portfolio company’s debt and equity), the nature and realizable value of any collateral, the portfolio company’s ability to make payments based on its earnings and cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Adviser’s valuation committee will consider whether the pricing indicated by the external event corroborates its valuation.
The primary method for determining enterprise value uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s net income before net interest expense, income tax expense, depreciation and amortization (“EBITDA”). A portfolio company’s EBITDA can include pro forma adjustments for items such as acquisitions, divestitures, or expense reductions. The Adviser may also employ other valuation multiples to determine enterprise value, such as revenues. The Adviser carefully considers numerous factors when selecting the appropriate companies whose multiples are used to value the Company’s portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability and growth expectations. The enterprise value analysis is performed to determine the value of equity investments and to determine if debt investments are credit impaired.
If debt investments are credit impaired, the Adviser will use the enterprise value analysis or a liquidation basis analysis to determine fair value. For debt investments that are not determined to be credit impaired, the Adviser uses a market interest rate yield analysis to determine fair value. In addition, for certain debt investments, the Adviser bases its valuation on indicative bid and ask prices provided by an independent third-party pricing service. Bid prices reflect the highest price that the Company and others could be willing to pay. Ask prices represent the lowest price that the Company and others could be willing to accept. The Adviser generally uses the midpoint of the bid/ask range as its best estimate of fair value of such investment.
The following table summarizes the quantitative information related to the significant unobservable inputs for Level 3 instruments which are carried at fair value as of March 31, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Range |
|
|
|
|
|
|
Fair Value as of March 31, 2026 |
|
|
Valuation Techniques |
|
Significant Unobservable Inputs |
|
Low |
|
|
High |
|
|
Weighted Average |
|
First-lien debt |
|
$ |
935,061 |
|
|
Yield Analysis |
|
Discount Rate |
|
|
8.17 |
% |
|
|
18.43 |
% |
|
|
9.93 |
% |
|
|
|
195,307 |
|
|
Recent Transactions |
|
Transaction Price |
|
|
98.25 |
|
|
|
99.50 |
|
|
|
98.80 |
|
Preferred equity |
|
|
480 |
|
|
Yield Analysis |
|
Discount Rate |
|
|
19.00 |
% |
|
|
19.00 |
% |
|
|
19.00 |
% |
|
|
|
360 |
|
|
Market Approach |
|
EBITDA Multiple |
|
30.25x |
|
|
30.25x |
|
|
|
30.25 |
x |
Other equity |
|
|
304 |
|
|
Market Approach |
|
EBITDA Multiple |
|
30.25x |
|
|
30.25x |
|
|
|
30.25 |
x |
|
|
|
9,594 |
|
|
Market Approach |
|
Revenue Multiple |
|
|
5.50 |
x |
|
|
11.75 |
x |
|
|
7.15 |
x |
|
|
|
1,252 |
|
|
Recent Transactions |
|
Transaction Price |
|
|
100.00 |
|
|
|
100.00 |
|
|
|
100.00 |
|
Total Level 3 investments |
|
$ |
1,142,358 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the quantitative information related to the significant unobservable inputs for Level 3 instruments which are carried at fair value as of December 31, 2025:
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Range |
|
|
|
|
|
|
Fair Value as of December 31, 2025 |
|
|
Valuation Techniques |
|
Significant Unobservable Inputs |
|
Low |
|
|
High |
|
|
Weighted Average |
|
First-lien debt |
|
$ |
778,997 |
|
|
Yield Analysis |
|
Discount Rate |
|
|
8.50 |
% |
|
|
15.34 |
% |
|
|
10.25 |
% |
|
|
|
152,154 |
|
|
Recent Transactions |
|
Transaction Price |
|
|
99.50 |
|
|
|
100.00 |
|
|
|
99.63 |
|
Preferred equity |
|
|
480 |
|
|
Yield Analysis |
|
Discount Rate |
|
|
19.00 |
% |
|
|
19.00 |
% |
|
|
19.00 |
% |
|
|
|
362 |
|
|
Market Approach |
|
EBITDA Multiple |
|
30.50x |
|
|
30.50x |
|
|
30.50x |
|
Other equity |
|
|
307 |
|
|
Market Approach |
|
EBITDA Multiple |
|
30.50x |
|
|
30.50x |
|
|
30.50x |
|
|
|
|
8,180 |
|
|
Market Approach |
|
Revenue Multiple |
|
6.00x |
|
|
12.00x |
|
|
7.76x |
|
Total Level 3 investments |
|
$ |
940,480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The significant unobservable inputs used in the fair value measurement of the Company’s investments in first-lien debt securities and preferred equity investments are discount rates and transaction prices. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement. Significant decreases in transactions prices in isolation would result in a significantly lower fair value measurement.
The significant unobservable input used in the market approach for equity securities is the performance multiple, which may include a revenue multiple, EBITDA multiple, or forward-looking metrics. The multiple is used to estimate the enterprise value of the underlying investment. An increase or decrease in the multiple would result in an increase or decrease, respectively, in the fair value.
Other Financial Assets and Liabilities
ASC 820 requires disclosure of the fair value of financial instruments for which it is practical to estimate such value. As a result, with the exception of the line item titled “debt” which is reported at cost or the carrying value (as defined in the table below), all assets and liabilities approximate fair value on the Consolidated Statements of Assets and Liabilities. The fair value of the Company’s revolving credit facilities approximates their carrying value due to their interest rates based on selected short-term rates. The fair value of the 2025 Notes and Securitization Debt (each as defined in Note 6. Borrowings) is estimated using a discounted cash flow methodology, whereby the instrument’s contractual principal and interest payments are discounted at a market interest available to the Company for debt with similar terms, maturities and credit risk, which are considered Level 2 observable inputs. The carrying value of the 2025 Notes and Securitization Debt includes a fair value hedge basis adjustment associated with designated interest rate swaps.
The following table presents the carrying value and fair value of the Company’s debt as of March 31, 2026 and December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2026 |
|
|
As of December 31, 2025 |
|
|
|
Carrying Value |
|
|
Fair Value |
|
|
Carrying Value |
|
|
Fair Value |
|
Debt |
|
$ |
629,676 |
|
|
$ |
629,676 |
|
|
$ |
544,819 |
|
|
$ |
544,819 |
|
5.RELATED PARTY TRANSACTIONS
Investment Advisory Agreement
On June 16, 2023, the Company entered into an investment advisory agreement (the “Investment Advisory Agreement”) with the Adviser, pursuant to which the Adviser will manage the Company’s investment program and related activities. The Board most recently approved the Investment Advisory Agreement in May 2025. For providing these services, the Adviser will receive fees from the Company consisting of two components: (1) a Management Fee and (2) an Incentive Fee (both as described below). The cost of the Management Fee and the Incentive Fee will ultimately be borne by the Company’s stockholders. No Management Fee or Incentive Fee was payable to the Adviser until the commencement of
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
investment activities. Without payment of any penalty, the Company will have the right to terminate the Investment Advisory Agreement upon 60 days’ written notice.
The Management Fee is payable quarterly in arrears at an annual rate of 1.25% of the Company’s net asset value as of the last day of the immediately preceding quarter. Such amount shall be appropriately adjusted (based on the actual number of days elapsed relative to the total number of days in such calendar quarter) for any share issuances or repurchases during a calendar quarter. In addition, the Management Fee for any partial quarter shall be appropriately prorated. For the purposes of the Investment Advisory Agreement, “net assets” means the Company’s total assets less indebtedness and before taking into account any incentive fees payable during the period. The Management Fee incurred for the three months ended March 31, 2026 and 2025 was $2,989 and $854, respectively. As of March 31, 2026 and December 31, 2025, $2,989 and $2,098, respectively, remain payable.
The Incentive Fee consists of two components: the investment income component (the “Investment Income Incentive Fee”), and the capital gains component (the “Capital Gains Incentive Fee”). The two components are independent of each other, with the result that one component may be payable even if the other is not.
(i)Investment Income Incentive Fee
The Investment Income Incentive Fee is calculated quarterly in arrears based on pre-incentive fee net investment income for the immediately preceding calendar quarter. “Pre-incentive fee net investment income” means dividends (including reinvested dividends), interest and fee income accrued by the Company during the calendar quarter, minus operating expenses for the calendar quarter (including the Management Fee, expenses payable to the Adviser under the Administration Agreement and any interest expense and dividends paid on any issued and outstanding preferred stock but excluding the Incentive Fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK and zero-coupon securities), accrued income that the Company may not have received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
Pre-incentive fee net investment income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding quarter, is compared to a “hurdle rate” of 1.25% per quarter (5.0% annualized).
The Company will pay the Adviser an Investment Income Incentive Fee in each calendar quarter as follows:
•No Investment Income Incentive Fee in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the hurdle rate of 1.25% per quarter (5.00% annualized);
•100% of the pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.43% (5.72% annualized). This portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.43%) is referred to as the “catch-up”; and
•12.5% of the Company’s pre-incentive fee net investment income, if any, that exceeds 1.43% (5.72% annualized).
For the three months ended March 31, 2026 and 2025, the Company incurred an Investment Income Incentive Fee of $3,329 and $809, respectively. As of March 31, 2026 and December 31, 2025, $3,329 and $2,333, respectively, remain payable.
(ii)Capital Gains Incentive Fee
The second component of the Incentive Fee, the Capital Gains Incentive Fee, is payable in arrears at the end of each calendar year in an amount equal to 12.5% of cumulative realized capital gains from initial drawdown through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis less the aggregate amount of any previously paid Capital Gains Incentive Fee.
The Company will accrue, but will not pay, a Capital Gains Incentive Fee with respect to aggregate unrealized appreciation on investments because a Capital Gains Incentive Fee would be owed to the Adviser if the Company were to
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
sell the relevant investments and realize a capital gain. If the Capital Gains Incentive Fee base, adjusted to include unrealized capital appreciation, is positive at the end of a period, then the Company will accrue a Capital Gains Incentive Fee equal to 12.5% of such amount, less the aggregate amount of the actual Capital Gains Incentive Fee paid and Capital Gains Incentive Fee accrued in all prior periods. If such amount is negative, then there is no accrual for such period. The resulting accrual in a given period may result in additional expense if such cumulative amount is greater than in the prior period or a reversal of previously recorded expense if such cumulative amount is less than in the prior period. There can be no assurance that such unrealized capital appreciation will be realized in the future. For the three months ended March 31, 2026 and 2025, the Company had reversals in the Capital Gains Incentive Fee of $(1,009) and $(262), respectively. As of March 31, 2026 and December 31, 2025, there was a $0 and $1,009, respectively, of Capital Gains Incentive Fee payable, none of which is contractually payable under the terms of the Investment Advisory Agreement.
Notwithstanding the foregoing, if the Company is required by U.S. GAAP to record an investment at its fair value as of the time of acquisition instead of at the actual amount paid for such investment (including, for example, as a result of the application of the asset acquisition method of accounting), then solely for the purposes of calculating the Capital Gains Incentive Fee, the “accreted or amortized cost basis” of an investment shall be an amount (the “Contractual Cost Basis”) equal to (1) (x) the actual amount paid by the Company for such investment plus (y) any amounts recorded in the Company’s financial statements as required by U.S. GAAP that are attributable to the accretion of such investment plus (z) any other adjustments made to the cost basis included in the Company’s financial statements, including payment-in-kind interest or additional amounts funded (net of repayments) minus (2) any amounts recorded in the Company’s financial statements as required by U.S. GAAP that are attributable to the amortization of such investment, whether such calculated Contractual Cost Basis is higher or lower than the fair value of such investment (as determined in accordance with U.S. GAAP) at the time of acquisition.
The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately prorated and adjusted for any share issuances or repurchases during the relevant period. For the three months ended March 31, 2026 and 2025, $5,308 and $1,401 of management and incentive fees were incurred, respectively, and $6,318 and $5,441 remain payable as of March 31, 2026 and December 31, 2025, respectively.
Administration Agreement
On June 16, 2023, the Company entered into the Administration Agreement with its Adviser. The Administration Agreement was most recently approved by the Board in May 2026. Pursuant to the Administration Agreement, the Adviser will perform, or oversee the performance of, administrative services, which includes, but is not limited to, providing office facilities, equipment and office services, maintaining financial records, preparing reports to stockholders and the Board and reports filed with the SEC, managing the payment of expenses, providing significant managerial assistance to those portfolio companies to which the Company is required to provide such assistance, assisting the Company in determining and publishing (as necessary or appropriate) the Company’s net asset value and overseeing the preparation and filing of the Company’s tax returns and the performance of administrative and professional services rendered by others, which could include employees of the Adviser or its affiliates. The Company will reimburse the Adviser (and/or one or more of its affiliates) for costs and expenses incurred by the Adviser for services performed for the Company pursuant to the terms of the Administration Agreement. In addition, pursuant to the terms of the Administration Agreement, the Adviser may delegate its obligations under the Administration Agreement to an affiliate and/or to a third party and the Company will reimburse the Adviser (or its affiliate(s)) for any services performed for it by such affiliate or third party. To the extent that the Adviser outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Adviser. The Company will bear its allocable portion of the costs of the compensation, benefits, administrative expenses (including travel expenses in accordance with the Adviser’s travel and expense policy) and related overhead expenses of the Company’s officers who provide operational, administrative, legal, compliance, finance and accounting services hereunder, their respective staffs and other professionals who are employed by any of the Adviser’s affiliates that provide services to the Company, and who assist with the preparation, coordination and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. The Company shall reimburse the Adviser (or its affiliate(s)) for an allocable portion of the compensation (including benefits) and overhead paid by the Adviser (or its affiliate(s)) to such individuals. The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party.
Beginning with the three months ended September 30, 2024, the Adviser agreed to voluntarily waive costs and expenses reimbursable by the Company to the Adviser under the Administration Agreement to the extent such costs and
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
expenses exceed an amount equal to 15 basis points (annualized) of the weighted average fair value of the Company’s total investments for such period.
For the three months ended March 31, 2026 and 2025, the Company incurred $560 and $319, respectively, in administrative service fees under the Administration Agreement, of which $0 and $109, respectively, were waived by the Adviser. As of March 31, 2026 and December 31, 2025, $425 and $401, respectively, was unpaid and included in administrative service fees payable in the accompanying Consolidated Statements of Assets and Liabilities.
Shareholder Servicing and/or Distribution Fees
On June 24, 2025, the Board adopted a multi-class plan in accordance with Rule 18f-3 under the 1940 Act and a distribution and shareholder servicing plan (the “Distribution and Shareholder Servicing Plan”). The primary difference among the Common Stock classes relates to ongoing shareholder servicing and/or distribution fees. There will be no upfront transaction fees paid with respect to Class I Common Stock, Class S Common Stock or Class D Common Stock. However, if shareholders purchase Class S Common Stock or Class D Common Stock through certain financial intermediaries, brokers, advisers or other selling agents (collectively, “Selling Agents”), they may directly charge shareholders transaction or other fees, including upfront placement fees or brokerage commissions (collectively, an “Upfront Sales Load”), in such amount as they may determine, provided that Selling Agents limit such charges to a 3.5% cap on net asset value (“NAV”) for Class S Common Stock and a 1.5% cap on NAV for Class D Common Stock. Selling Agents may not charge an Upfront Sales Load on Class I Common Stock. The Selling Agents will be entitled to receive shareholder servicing and/or distribution fees monthly in arrears at an annual rate of 0.85% and 0.25% of the value of the Company’s net assets attributable to Class S and Class D Common Stock, respectively, as of the beginning of the first calendar day of the month. No shareholder servicing and/or distribution fees will be paid with respect to Class I Common Stock. The shareholder servicing and/or distribution fees will be payable to the Company, but the Company anticipates that all of the shareholder servicing fees and/or distribution fees will be retained by, or reallowed (paid) to, participating Selling Agents. The shareholder servicing and/or distribution fees are ongoing fees that are paid out of our assets attributable to those classes on an ongoing basis related to Class S Common Stock or Class D Common Stock.
Distribution and Servicing Plan
On June 24, 2025, the Board approved the Distribution and Shareholder Servicing Plan. The following table shows the shareholder servicing and/or distribution fees the Company pays the intermediary manager with respect to the Common Stock on an annualized basis as a percentage of the Company’s NAV for such class.
|
|
|
|
|
|
|
|
|
Shareholder Servicing and/or Distribution Fees as a % of NAV |
Class I Common Stock |
|
|
0.00 |
|
% |
Class S Common Stock |
|
0.85 |
|
% |
Class D Common Stock |
|
0.25 |
|
% |
The shareholder servicing and/or distribution fees are paid monthly in arrears, calculated using the NAV of the applicable class as of the beginning of the first calendar day of the month and subject to the Financial Industry Regulatory Authority and other limitations on underwriting compensation.
The Company will reallow (pay) all of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services. Because the shareholder servicing and/or distribution fees with respect to Class S Common Stock and Class D Common Stock are calculated based on the aggregate NAV for all of the outstanding shares of each such class, it reduces the NAV with respect to all shares of each such class, including shares issued under the Company’s distribution reinvestment plan.
Eligibility to receive the shareholder servicing and/or distribution fees is conditioned on a broker providing the following ongoing services with respect to the Class S Common Stock or Class D Common Stock: assistance with recordkeeping, answering investor inquiries regarding the Company, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. If the applicable broker is not eligible to receive the shareholder servicing and/or distribution fees due to failure to provide these services, the Company will waive the shareholder servicing fee and/or distribution that broker would have
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
otherwise been eligible to receive. The shareholder servicing and/or distribution fees are ongoing fees that are not paid at the time of purchase.
For the three months ended March 31, 2026 and 2025, the Company accrued distribution and shareholder servicing fees of $215 and $0, respectively, which were attributable to Class S Common Stock. There were no shares of Class D Common Stock outstanding during the three months ended March 31, 2026.
Expense Support and Conditional Reimbursement Agreement
The Company entered into an expense support and conditional reimbursement agreement (the “Expense Support Agreement”) with the Adviser pursuant to which the Adviser may elect to pay a portion of the Company’s expenses from time to time, which the Company will be obligated to reimburse to the Adviser at a later date if certain conditions are met as described below.
Following any calendar quarter in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s stockholders based on distributions declared with respect to record dates occurring in such calendar quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser to, or on behalf of, the Company within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Company shall be referred to herein as a “Reimbursement Payment.” Reimbursement Payments are conditioned on (i) a distribution level (exclusive of return of capital and declared special dividends or special distributions, if any) equal to, or greater than, the rate at the time of the reimbursement, (ii) an operating expense ratio (excluding any interest expense, organizational and offering expenses, Management or Incentive Fee) that is lower than the expense ratio (excluding any interest expense, organizational and offering expenses, Management or Incentive Fee) at the time of the expense reimbursement and (iii) a distribution level (exclusive of return of capital, if any) equal to, or greater than, the rate at the time of the waiver or reimbursement. “Available Operating Funds” means the sum of (i) net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).
The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar quarter, except to the extent the Adviser has waived its right to receive such payment for the applicable quarter. The Company has not made any Reimbursement Payments to the Adviser. For the three months ended March 31, 2026 and 2025, the Adviser did not pay for any operating expenses subject to the Expense Support Agreement. As of each of March 31, 2026 and December 31, 2025, $3,600 of the Company’s expenses are subject to the Expense Support Agreement and $1,965 and $1,331, respectively, of the Company’s expenses that are not subject to the Expense Support Agreement are presented as Due to Adviser on the Company’s Consolidated Statements of Assets and Liabilities.
Board of Directors
The Board currently consists of five members, three of whom are independent directors. The Board has established a Nominating and Corporate Governance Committee and an Audit Committee of the Board, and may establish additional committees in the future. For the three months ended March 31, 2026 and 2025, the Company incurred $77 and $66, respectively, in fees and expenses associated with its independent directors’ services on the Board and its committees. These fees are included in directors fees in the accompanying Consolidated Statements of Operations. As of March 31, 2026 and December 31, 2025, $0 was unpaid and included in accrued expenses and other liabilities in the accompanying Consolidated Statements of Assets and Liabilities.
Capital Commitments
Total capital commitments as of March 31, 2026 and December 31, 2025, include a $50,000 capital commitment from VHG Capital, L.P., an entity affiliated with the Company and the Adviser. During the three months ended March 31, 2026 and 2025, VHG Capital, L.P. purchased 0.000 and 138,423.924 shares of common stock, respectively, for a total purchase price of $0 and $2,712, respectively.
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
In accordance with the 1940 Act, the Company is currently only allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. As of March 31, 2026 and December 31, 2025, asset coverage was 252.8% and 273.8%, respectively.
DB Credit Facility
On June 26, 2024 (the “Effective Date”), the Company entered into a loan financing and servicing agreement, (as amended, the “DB Credit Facility”) by and among VCSL Funding 1, a direct wholly owned subsidiary of the Company, as borrower, the Company, as equityholder and as servicer, Deutsche Bank AG, New York Branch, as facility agent, State Street Bank and Trust Company, as collateral agent and as collateral custodian, and each of the lenders, other agents and securitization subsidiaries that are parties thereto from time to time. On December 10, 2024, the Company amended the DB Credit Facility to allow for the Company to increase the maximum commitment from $200,000 up to $350,000. Effective December 29, 2024 the Company increased the maximum commitment to $275,000.
On April 7, 2025, the Company amended the DB Credit Facility to allow for the Company to increase the maximum commitment from $275,000 up to $350,000. Additionally, the DB Credit Facility was amended to provide that borrowings under the DB Credit Facility will bear interest at a floating rate equal to the base rate plus (i) 2.15% per annum (reduced from 2.40% per annum) during the Revolving Period (as defined below), and (ii) 2.30% per annum (reduced from 2.90% per annum) following expiration of the Revolving Period (as defined below) for the remaining term of the DB Credit Facility. Effective May 28, 2025 the Company increased the maximum commitment to $325,000 and effective June 24, 2025, the Company further increased the maximum commitments to $350,000.
On July 18, 2025, the Company amended the DB Credit Facility to increase the maximum commitment under the DB Credit Facility from $350,000 to $450,000.
The period during which VCSL Funding 1 may request drawdowns under the DB Credit Facility (the “Revolving Period”) commenced on the Effective Date and will continue through June 26, 2027 unless there is an earlier termination or event of default. The DB Credit Facility will mature on the earliest of (i) two years from the last day of the Revolving Period, (ii) the date on which the Company ceases to exist or (iii) the occurrence of an event of default.
The base rate under the DB Credit Facility is the three-month secured overnight funding rate (“Term SOFR”). A facility agent fee is payable to the facility agent each quarter and is calculated based on the aggregate commitments outstanding each day during the preceding collection period at a rate of 1/360 of 0.25% of the aggregate commitments on each day.
The DB Credit Facility is secured by all of the assets held by VCSL Funding 1. VCSL Funding 1 has made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. VCSL Funding 1 was in compliance with all covenants and other requirements as of March 31, 2026 and December 31, 2025.
ING Credit Facility
On September 5, 2025, the Company entered into a senior secured revolving credit agreement (as amended, the “ING Credit Facility”) by and among the Company, as Borrower, ING Capital LLC, as Administrative Agent, Sole Bookrunner and Arranger, and the other lenders and issuing banks from time to time party thereto.
On January 30, 2026, the Company entered into an amendment to the ING Credit Facility. The amendment, among other things, increased the total amount available to be borrowed under the ING Credit Facility from $150,000 to $200,000. Maximum capacity under the ING Credit Facility may be increased to $500,000 if the Company exercises the uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing.
The ING Credit Facility is subject to availability under a borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness. The Revolving Period under the ING Credit Facility will terminate on September 5, 2029 and the facility will mature on September 5, 2030.
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
Interest under the ING Credit Facility is payable, at the Company’s election, at either Daily Simple RFR, Term SOFR (or other term benchmark rate) or the Alternate Base Rate (defined as the greater of (i) the prime rate as last quoted by The Wall Street Journal, (ii) the federal funds effective rate for such day plus 0.5%, (iii) Term SOFR for a period of one month plus the applicable credit adjustment spread plus 1.0% and (iv) 1.0% plus an applicable margin equal to (I) (a) during any period in which the Company fails to maintain a credit rating of at least BBB-/Baa3 (or equivalent) from at least one of S&P, Moody’s or Fitch, (i) with respect to any ABR Loan, 1.25% per annum; and (ii) with respect to any Term Benchmark Loan or RFR Loan, 2.25% per annum; or (b) during any period in which the Company maintains a credit rating of at least BBB-/Baa3 (or equivalent) from at least one of S&P, Moody’s or Fitch, (i) with respect to any ABR Loan, 1.00% per annum; and (ii) with respect to any Term Benchmark Loan or RFR Loan, 2.00% per annum plus (II) an applicable credit adjustment spread of (a) with respect to any Term Benchmark Loan denominated in USD, 0.10%, (b) with respect to any RFR Loan denominated in GBP, 0.0326% and (c) with respect to Term Benchmark Loans denominated in CAD, 0.29547% for loans with an interest period of one month and 0.32138% for loans with an interest period of three months. The Company will also pay a fee of 0.375% on daily undrawn amounts under the ING Credit Facility.
The Company was in compliance with all covenants and other requirements under the ING Credit Facility as of March 31, 2026 and December 31, 2025.
2025 Notes
On October 2, 2025, the Company entered into a Master Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of $200,000 in aggregate principal amount of its: (i) 5.85% Series 2025 Senior Notes, Tranche A, due October 2, 2028, in the aggregate principal amount of $62,500 (the “Tranche A Notes”), (ii) 6.22% Series 2025 Senior Notes, Tranche B, due October 2, 2030, in the aggregate principal amount of $37,500 (the “Tranche B Notes”), (iii) 5.85% Series 2025 Senior Notes, Tranche C, due October 2, 2028, in the aggregate principal amount of $62,500 (the “Tranche C Notes”) and (iv) 6.22% Series 2025 Senior Notes, Tranche D, due October 2, 2030, in the aggregate principal amount of $37,500 (the “Tranche D Notes” and, together with the Tranche A Notes, the Tranche B Notes and the Tranche C Notes, the “2025 Notes”) to institutional investors in a private placement. Interest on the Notes is due semiannually. The interest rates applicable to the 2025 Notes are subject to increase (up to a maximum increase of 2.00% above the stated rate for each of the 2025 Notes) in the event that, subject to certain exceptions, the 2025 Notes cease to have an investment grade rating and the Company’s secured debt ratio exceeds certain thresholds. In addition, the Company is obligated to offer to repay the 2025 Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest if certain change in control events occur. The 2025 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured, unsubordinated indebtedness issued by the Company.
The closing of the Tranche A Notes and Tranche B Notes occurred on October 2, 2025. The closing of the Tranche C Notes and the Tranche D Notes occurred on December 1, 2025.
On November 4, 2025, the Company entered into forward-starting interest rate swaps related to the Tranche A Notes and Tranche B Notes. The forward-starting interest rate swaps have an effective date of January 2, 2026. Under the forward-starting interest rate swap agreement related to the Tranche A Notes, the Company receives a fixed interest rate of 5.85% per annum and pays a floating interest rate of SOFR + 2.51% per annum on the $62,500 of the Tranche A Notes. Under the forward-starting interest rate swap agreement related to the Tranche B Notes, the Company receives a fixed interest rate of 6.22% per annum and pays a floating interest rate of SOFR + 2.82% per annum on the $37,500 of the Tranche B Notes. The Company designated each forward-starting interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
On December 8, 2025, the Company entered into forward-starting interest rate swaps related to the Tranche C Notes and the Tranche D Notes. The forward-starting interest rate swaps have an effective date of January 2, 2026. Under the forward-starting interest rate swap agreement related to the Tranche C Notes, the Company receives a fixed interest rate of 5.85% per annum and pays a floating interest rate of SOFR + 2.45% per annum on the $62,500 of the Tranche C Notes. Under the forward-starting interest rate swap agreement related to the Tranche D Notes, the Company receives a fixed interest rate of 6.22% per annum and pays a floating interest rate of SOFR + 2.74% per annum on the $37,500 of the Tranche D Notes. The Company designated each forward-starting interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
The Note Purchase Agreement contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants, such as information reporting, maintenance of the Company’s status as a business development company, maintaining a minimum amount of stockholders’ equity and a minimum asset coverage ratio. The Company was in compliance with all terms and conditions of the Note Purchase Agreement and the 2025 Notes as of March 31, 2026 and December 31, 2025.
ABS V Securitization
On February 26, 2026 (the “Closing Date”), the Company completed a $517,188 asset backed securitization (“ABS V Securitization”). The debt issued in the ABS V Securitization was issued by VCP RRL ABS V (the “Issuer”), a wholly owned subsidiary of ABS V Investor (itself fully owned by the Company), pursuant to the Indenture, dated as of the Closing Date (the “Indenture”), by and between the Issuer and State Street Bank and Trust Company, as Trustee, and the Class A-L Credit Agreement, dated as of the Closing Date, by and among the Issuer, as borrower, EverBank N.A., as lender, and State Street Bank and Trust Company, as Trustee and as Loan Agent.
The debt issued by VCP RRL ABS V consists of (i) the Class A-L Floating Rate Loans, Class A-1 Floating Rate Term Notes, Class A-VF Variable Funding Notes, Class A-2 Fixed Rate Term Notes, Class B-1 Floating Rate Term Notes, Class B-2 Fixed Rate Term Notes (collectively, the “Securitization Debt”), Class C Floating Rate Term Notes, and the subordinated notes (the “Subordinated Notes” and, together with the Securitization Debt, the “Debt”). The Company indirectly retained the Class C and Subordinated Notes which are eliminated in consolidation. The terms of the Debt are summarized in the table below:
|
|
|
|
|
|
|
Class |
Par Size ($) |
|
Ratings (S&P) |
Coupon |
Class A-L Loans |
|
80,000 |
|
A(sf) |
SOFR + 2.15% |
Class A-1 Notes |
|
7,000 |
|
A(sf) |
SOFR + 2.15% |
Class A-VF Notes |
|
75,000 |
|
A(sf) |
(1) |
Class A-2 Notes |
|
179,350 |
|
A(sf) |
5.49% |
Class B-1 Notes |
|
25,000 |
|
BBB(sf) |
SOFR + 3.90% |
Class B-2 Notes |
|
21,541 |
|
BBB(sf) |
7.24% |
Class C Notes |
|
36,203 |
|
BB(sf) |
SOFR + 7.00% |
Subordinated Notes |
|
93,094 |
|
N/A |
N/A |
(1)The coupon for the Class A-VF Notes will be a per annum rate equal to (a) with respect to a conduit investor, to the extent funded through asset-backed commercial paper, the CP Rate or (b) in any other case, the benchmark, in each case, plus 2.15%. The benchmark with respect to the Class A-VF Notes is determined as set forth in the Class A-VF Purchase Agreement (as defined below).
The Class A-VF Notes were sold by the Issuer pursuant to the Class A-VF Purchase Agreement, dated as of the Closing Date (the “Class A-VF Purchase Agreement”), by and among the Issuer, as issuer, MUFG Bank, Ltd., as committed note purchaser, funding agent and administrative agent, Gotham Funding Corporation and Victory Receivables Corporation, as conduit investors, and the Company, as collateral manager. The Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes and the Class B-2 Notes (collectively, the “Offered Notes”) were sold by the Issuer pursuant to the ABS V Note Purchase Agreement, dated as of the Closing Date, by and among the Issuer, and Deutsche Bank Securities Inc. and MUFG Securities Americas Inc., as initial purchasers of the Offered Notes.
The reinvestment period, during which the Issuer may acquire additional collateral obligations, ends on January 20, 2028. Subject to certain conditions as specified in the Indenture, the reinvestment period end date may be extended to January 20, 2029. Following the end of the reinvestment period, principal collections will be applied to repay the Securitization Debt in accordance with the priority of payments set forth in the Indenture. The Securitization Debt matures on January 20, 2038; however, it may be redeemed or repaid on any business day after August 26, 2027. The Securitization Debt is backed by a diversified portfolio of senior secured loans and is subject to the Company’s overall asset coverage requirement.
On March 13, 2026, the Company entered into forward-starting interest rate swaps related to the Class A-2 Notes and Class B-2 Notes. The forward-starting interest rate swaps have an effective date of March 17, 2026. Under the forward-starting interest rate swap agreement related to the Class A-2 Notes, the Company receives a fixed interest rate of 5.49% per annum and pays a floating interest rate of SOFR + 1.974% per annum on the $179,350 of the Class A-2 Notes. Under
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
the forward-starting interest rate swap agreement related to the Class B-2 Notes, the Company receives a fixed interest rate of 7.24% per annum and pays a floating interest rate of SOFR + 3.692% per annum on the $21,541 of the Class B-2 Notes. The Company designated each forward-starting interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
The Indenture contains customary terms and conditions for asset-backed securitization transactions, including, without limitation, affirmative and negative covenants of the Issuer, such as maintenance of the Issuer’s existence, protection of assets, restrictions on the Issuer’s business activities and reporting obligations. The Issuer and the Company, in its capacity as Collateral Manager, were in compliance with all applicable terms and conditions of the Indenture as of March 31, 2026.
Other Short-Term Borrowings
Borrowings with original maturities of less than one year are classified as short-term. The Company’s short-term borrowings are the result of investments that were sold under repurchase agreements. Investments sold under repurchase agreements are accounted for as collateralized borrowings as the sale of the investment does not qualify for sale accounting under ASC Topic 860, Transfers and Servicing, and remain as an investment on the Consolidated Statements of Assets and Liabilities. The Company includes other short-term borrowings in the balance of outstanding indebtedness in the calculation of the Company’s asset coverage requirement under the 1940 Act.
As of March 31, 2026 and December 31, 2025, the Company had no short-term borrowings.
The Company’s debt obligations consisted of the following as of March 31, 2026 and December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2026 |
|
|
|
Total Facility |
|
|
Borrowings Outstanding |
|
|
Unused Portion(1) |
|
|
Amount Available(2) |
|
ING Credit Facility |
|
$ |
200,000 |
|
|
$ |
- |
|
|
$ |
200,000 |
|
|
$ |
200,000 |
|
DB Credit Facility |
|
|
450,000 |
|
|
|
119,000 |
|
|
|
331,000 |
|
|
|
331,000 |
|
Securitization Debt |
|
|
387,891 |
|
|
|
312,891 |
|
|
|
75,000 |
|
|
|
75,000 |
|
2025 Notes |
|
|
200,000 |
|
|
|
200,000 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2025 |
|
|
|
Total Facility |
|
|
Borrowings Outstanding |
|
|
Unused Portion(1) |
|
|
Amount Available(2) |
|
ING Credit Facility |
|
$ |
150,000 |
|
|
$ |
- |
|
|
$ |
150,000 |
|
|
$ |
150,000 |
|
DB Credit Facility |
|
|
450,000 |
|
|
|
345,000 |
|
|
|
105,000 |
|
|
|
105,000 |
|
2025 Notes |
|
|
200,000 |
|
|
|
200,000 |
|
|
|
- |
|
|
|
- |
|
(1)The unused portion is the amount upon which commitment fees are based.
(2)Available for borrowing based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.
For the three months ended March 31, 2026 and 2025, the components of interest expense and credit facility fees were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
|
March 31, 2026 |
|
|
March 31, 2025 |
|
Interest expense |
|
$ |
9,504 |
|
|
$ |
4,623 |
|
Facility unused commitment fee |
|
|
624 |
|
|
|
285 |
|
Amortization of deferred financing costs |
|
|
838 |
|
|
|
397 |
|
Total interest expense and credit facility fees |
|
$ |
10,966 |
|
|
$ |
5,305 |
|
Cash paid for interest expense and credit facility fees |
|
$ |
4,323 |
|
|
$ |
4,972 |
|
Weighted average contractual interest rate (1) |
|
|
6.07 |
% |
|
|
6.84 |
% |
Average principal debt outstanding |
|
$ |
633,792 |
|
|
$ |
273,328 |
|
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
(1)Weighted average contractual interest rate for the three months ended March 31, 2026 and 2025 is calculated as interest expense (excluding unused commitment fees and amortization of deferred financing costs) divided by weighted average debt outstanding.
As of March 31, 2026 and December 31, 2025, the components of interest and credit facility fees payable were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
Interest expense payable |
|
$ |
10,566 |
|
|
$ |
4,116 |
|
Unused commitment fee payable |
|
|
383 |
|
|
|
190 |
|
Total interest expense and credit facility fees payable |
|
$ |
10,949 |
|
|
$ |
4,306 |
|
7.COMMITMENTS AND CONTINGENCIES
In the ordinary course of its business, the Company enters into contracts or agreements that contain indemnification provisions or warranties. Future events could occur that lead to the execution of these provisions against the Company. The Company believes that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in the consolidated financial statements as of March 31, 2026 or December 31, 2025, for any such exposure.
A summary of significant contractual payment obligations was as follows as of March 31, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period As of March 31, 2026 |
|
|
|
Total |
|
|
Less Than 1 Year |
|
|
1 to 3 Years |
|
|
3 to 5 Years |
|
|
More Than 5 Years |
|
ING Credit Facility |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
DB Credit Facility |
|
|
119,000 |
|
|
|
- |
|
|
|
- |
|
|
|
119,000 |
|
|
|
- |
|
Securitization Debt |
|
|
312,891 |
|
|
|
- |
|
|
|
- |
|
|
|
312,891 |
|
|
|
- |
|
2025 Notes |
|
|
200,000 |
|
|
|
- |
|
|
|
125,000 |
|
|
|
75,000 |
|
|
|
- |
|
The Company had the following unfunded commitments to fund delayed draw, revolving senior secured loans, and other equity as of March 31, 2026 and December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
Par Value as of |
|
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
Delayed draw loan commitments |
|
$ |
158,564 |
|
|
$ |
100,480 |
|
Revolving loan commitments |
|
|
83,101 |
|
|
|
69,996 |
|
Other equity commitments |
|
|
62,532 |
|
|
|
8,919 |
|
Total unfunded commitments |
|
$ |
304,197 |
|
|
$ |
179,395 |
|
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
The following is a schedule of consolidated financial highlights for the three months ended March 31, 2026 and 2025.
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2026 |
|
|
|
Class I |
|
|
Class S |
|
Per Share Data: |
|
|
|
|
|
|
Net asset value per share, beginning of period |
|
$ |
19.75 |
|
|
$ |
19.75 |
|
Net investment income (loss) (1) |
|
|
0.50 |
|
|
|
0.46 |
|
Net realized gains (loss) and change in unrealized appreciation (depreciation) on investments (2) |
|
|
(0.48 |
) |
|
|
(0.48 |
) |
Net increase (decrease) in net assets resulting from operations |
|
|
0.02 |
|
|
|
(0.02 |
) |
Stockholder distributions from net investment income (3) |
|
|
(0.48 |
) |
|
|
(0.44 |
) |
Net asset value per share, end of period |
|
$ |
19.29 |
|
|
$ |
19.29 |
|
Number of shares outstanding, end of period |
|
|
44,465,636.708 |
|
|
|
5,417,073.162 |
|
Total return based on net asset value (4) |
|
|
0.10 |
% |
|
|
(0.11 |
)% |
Net assets, end of period |
|
$ |
857,881 |
|
|
$ |
104,516 |
|
Ratio to Average Net Assets (5): |
|
|
|
|
|
|
Expenses before incentive fees and waivers and reimbursements of expenses |
|
|
1.66 |
% |
|
|
1.88 |
% |
Expenses before incentive fees, after waivers and reimbursements of expenses |
|
|
1.66 |
% |
|
|
1.88 |
% |
Expenses after incentive fees, before waivers and reimbursements of expenses |
|
|
1.90 |
% |
|
|
2.12 |
% |
Expenses after incentive fees and waivers and reimbursements of expenses |
|
|
1.90 |
% |
|
|
2.12 |
% |
Net investment income (loss) |
|
|
2.57 |
% |
|
|
2.37 |
% |
Interest expense and credit facility fees |
|
|
1.15 |
% |
|
|
1.16 |
% |
Ratio/Supplemental Data: |
|
|
|
|
|
|
Asset coverage, end of period (6) |
|
|
252.84 |
% |
|
|
252.84 |
% |
Portfolio turnover |
|
|
10.25 |
% |
|
|
10.25 |
% |
Total committed capital, end of period |
|
$ |
1,111,295 |
|
|
$ |
101,260 |
|
Ratio of total contributed capital to total committed capital, end of period |
|
|
79.20 |
% |
|
|
100.00 |
% |
Weighted-average shares outstanding |
|
|
43,798,287.201 |
|
|
|
5,309,250.748 |
|
(1)Net investment income (loss) per share was calculated as net investment income (loss) for the period divided by the weighted average number of shares outstanding for the period.
(2)Includes the impact of different share amounts as a result of calculating certain per share data based on weighted average shares outstanding during the period.
(3)The per share data was derived using actual shares outstanding at the date of the relevant transaction.
(4)Total return is based on the change in net asset value per share of Common Stock during the year plus the declared dividends on shares, assuming reinvestment of dividends in accordance with the distribution reinvestment plan, divided by the beginning net asset value for the year. The total return has not been annualized.
(5)These ratios to average net assets have not been annualized. Average net assets are computed using the net assets at the end of each quarter of the reporting period.
(6)Represents a fund level calculation applicable to both Class I Common Stock and Class S Common Stock.
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
|
|
|
|
|
|
|
|
For the Three Months Ended March 31,2025 |
|
|
|
Class I |
|
Per Share Data: |
|
|
|
Net asset value per share, beginning of period |
|
$ |
19.80 |
|
Net investment income (loss) (1) |
|
|
0.42 |
|
Net realized gains (loss) and change in unrealized appreciation (depreciation) on investments (2) |
|
|
(0.15 |
) |
Net increase (decrease) in net assets resulting from operations |
|
|
0.27 |
|
Stockholder distributions from net investment income (3) |
|
|
(0.48 |
) |
Net asset value per share, end of period |
|
$ |
19.59 |
|
Number of shares outstanding, end of period |
|
|
16,052,310.855 |
|
Total return based on net asset value (4) |
|
|
1.35 |
% |
Net assets, end of period |
|
$ |
314,496 |
|
Ratio to Average Net Assets (5): |
|
|
|
Expenses before incentive fees and waivers and reimbursements of expenses |
|
|
2.62 |
% |
Expenses before incentive fees, after waivers and reimbursements of expenses |
|
|
2.58 |
% |
Expenses after incentive fees, before waivers and reimbursements of expenses |
|
|
2.81 |
% |
Expenses after incentive fees and waivers and reimbursements of expenses |
|
|
2.77 |
% |
Net investment income (loss) |
|
|
2.04 |
% |
Interest expense and credit facility fees |
|
|
1.83 |
% |
Ratio/Supplemental Data: |
|
|
|
Asset coverage, end of period |
|
|
206.55 |
% |
Portfolio turnover |
|
|
4.54 |
% |
Total committed capital, end of period |
|
$ |
554,226 |
|
Ratio of total contributed capital to total committed capital, end of period |
|
|
57.08 |
% |
Weighted-average shares outstanding |
|
|
13,990,345.513 |
|
(1)Net investment income (loss) per share was calculated as net investment income (loss) for the period divided by the weighted average number of shares outstanding for the period.
(2)Includes the impact of different share amounts as a result of calculating certain per share data based on weighted average shares outstanding during the period.
(3)The per share data was derived using actual shares outstanding at the date of the relevant transaction.
(4)Total return is based on the change in net asset value per share of Common Stock during the year plus the declared dividends on shares, assuming reinvestment of dividends in accordance with the distribution reinvestment plan, divided by the beginning net asset value for the year. The total return has not been annualized.
(5)These ratios to average net assets have not been annualized. Average net assets are computed using the net assets at the end of each quarter of the reporting period.
The Company has the authority to issue 400,000,000 shares of Class I Common Stock, 50,000,000 shares of Class S Common Stock and 50,000,000 shares of Class D Common Stock.
As of March 31, 2026 and December 31, 2025, the Company had $231,126 and $231,126, respectively, of uncalled capital commitments from stockholders and $16,615 and $16,615, respectively, of which is from entities affiliated with or related to the Adviser.
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
Total shares issued and outstanding for all share classes as of March 31, 2026 and December 31, 2025 were 49,882,709.870 and 47,925,459.905, respectively. The following tables summarize activity in the number of shares issued and proceeds received during the three months ended March 31, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I |
|
Date |
|
Shares Issued |
|
|
Proceeds Received |
|
|
Issuance Price per Share |
|
1/2/2026 |
|
|
1,143,056.311 |
|
|
$ |
22,580 |
|
|
$ |
19.75 |
|
2/2/2026 |
|
|
315,896.044 |
|
|
|
6,207 |
|
|
|
19.65 |
|
3/2/2026 |
|
|
1,026,690.050 |
|
|
|
19,889 |
|
|
|
19.37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class S |
|
Date |
|
Shares Issued |
|
|
Proceeds Received |
|
|
Issuance Price per Share |
|
2/2/2026 |
|
|
712.560 |
|
|
$ |
14 |
|
|
$ |
19.65 |
|
3/2/2026 |
|
|
19,358.196 |
|
|
|
375 |
|
|
|
19.37 |
|
For the three months ended March 31, 2026, the Company transferred 256,971.145 shares of Class I Common Stock to Class S Common Stock with an aggregate net asset value of $5,049. There were no share transfers for the three months ended March 31, 2025.
The following table summarizes activity in the number of shares issued and proceeds received during the three months ended March 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I |
|
Date |
|
Shares Issued |
|
|
Proceeds Received |
|
|
Issuance Price per Share |
|
1/6/2025 |
|
|
213,131.313 |
|
|
$ |
4,220 |
|
|
$ |
19.80 |
|
2/3/2025 |
|
|
273,654.822 |
|
|
|
5,391 |
|
|
|
19.70 |
|
3/3/2025 |
|
|
586,080.184 |
|
|
|
11,475 |
|
|
|
19.58 |
|
3/31/2025 |
|
|
1,531,393.567 |
|
|
|
30,000 |
|
|
|
19.59 |
|
The following table summarizes the Company’s distributions declared during the three months ended March 31, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
Class I |
|
Declared Date |
|
Record Date |
|
Payment Date |
|
Net Distributions per Share |
|
1/30/2026 |
|
1/30/2026 |
|
2/10/2026 |
|
$ |
0.16000 |
|
2/27/2026 |
|
2/27/2026 |
|
3/11/2026 |
|
|
0.16000 |
|
3/30/2026 |
|
3/31/2026 |
|
4/9/2026 |
|
|
0.16000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Class S |
|
Declared Date |
|
Record Date |
|
Payment Date |
|
Net Distributions per Share |
|
1/30/2026 |
|
1/30/2026 |
|
2/10/2026 |
|
$ |
0.14574 |
|
2/27/2026 |
|
2/27/2026 |
|
3/11/2026 |
|
|
0.14719 |
|
3/30/2026 |
|
3/31/2026 |
|
4/9/2026 |
|
|
0.14602 |
|
The following table summarizes the Company’s distributions declared during the three months ended March 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
Class I |
|
Declared Date |
|
Record Date |
|
Payment Date |
|
Net Distributions per Share |
|
1/30/2025 |
|
1/31/2025 |
|
2/6/2025 |
|
|
0.16000 |
|
2/28/2025 |
|
2/28/2025 |
|
3/6/2025 |
|
|
0.16000 |
|
3/28/2025 |
|
3/28/2025 |
|
4/7/2025 |
|
|
0.15500 |
|
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
The following table reflects the shares issued pursuant to the distribution reinvestment plan during the three months ended March 31, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I |
|
Declared Date |
|
Record Date |
|
Payment Date |
|
Shares Issued |
|
|
Proceeds Received |
|
|
Issuance Price per Share |
|
12/22/2025 |
|
12/29/2025 |
|
1/13/2026 |
|
|
57,143.660 |
|
|
$ |
1,129 |
|
|
$ |
19.75 |
|
1/30/2026 |
|
1/30/2026 |
|
2/10/2026 |
|
|
84,558.136 |
|
|
|
1,661 |
|
|
|
19.65 |
|
2/27/2026 |
|
2/27/2026 |
|
3/11/2026 |
|
|
87,223.900 |
|
|
|
1,690 |
|
|
|
19.37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class S |
|
Declared Date |
|
Record Date |
|
Payment Date |
|
Shares Issued |
|
|
Proceeds Received |
|
|
Issuance Price per Share |
|
12/22/2025 |
|
12/29/2025 |
|
1/13/2026 |
|
|
146.603 |
|
|
$ |
3 |
|
|
$ |
19.75 |
|
1/30/2026 |
|
1/30/2026 |
|
2/10/2026 |
|
|
148.331 |
|
|
|
3 |
|
|
|
19.65 |
|
2/27/2026 |
|
2/27/2026 |
|
3/11/2026 |
|
|
165.966 |
|
|
|
3 |
|
|
|
19.37 |
|
The following table reflects the shares issued pursuant to the distribution reinvestment plan during the three months ended March 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I |
|
Declared Date |
|
Record Date |
|
Payment Date |
|
Shares Issued |
|
|
Proceeds Received |
|
|
Issuance Price per Share |
|
12/23/2024 |
|
12/24/2024 |
|
1/8/2025 |
|
|
6,383.522 |
|
|
|
315 |
|
|
|
19.69 |
|
1/30/2025 |
|
1/31/2025 |
|
2/6/2025 |
|
|
6,937.876 |
|
|
|
137 |
|
|
|
19.80 |
|
2/28/2025 |
|
2/28/2025 |
|
3/6/2025 |
|
|
8,056.415 |
|
|
|
159 |
|
|
|
19.70 |
|
At the discretion of the Board, the Company has commenced a share repurchase program in which the Company may repurchase, in each quarter, up to 5% of the NAV of the Company’s Common Stock outstanding as of the close of the calendar quarter prior to the applicable valuation date. The Board may amend, suspend or terminate the share repurchase program if it deems such action to be in the best interest of stockholders. As a result, share repurchases may not be available each quarter. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the 1940 Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.
Under the share repurchase program, to the extent the Company offers to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers on or around the last business day of the first month of such quarter using a purchase price equal to the NAV per share as of the last calendar day of the prior quarter.
The following table presents share repurchases completed under the share repurchase program during the three months ended March 31, 2026. There were no share repurchases during the three months ended March 31, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase Deadline Request |
|
Total Number of Class I Common Stock Repurchased |
|
|
Percentage of Outstanding Shares Repurchased (1) |
|
|
Price Paid per Share |
|
|
Repurchase Pricing Date |
|
Amount Repurchased (2) |
|
January 22, 2026 |
|
|
777,849.792 |
|
|
|
2.62 |
% |
|
$ |
19.75 |
|
|
December 31, 2025 |
|
$ |
15,365 |
|
(1)Percentage is based on total shares as of the close of the previous calendar quarter.
(2)Amount repurchased is net of any early redemption fees.
VISTA CREDIT STRATEGIC LENDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(dollar amounts in thousands, except share and per share data, unless otherwise stated)
The Company computes earnings per share in accordance with ASC 260. Basic earnings per share was calculated by dividing net increase (decrease) in net assets resulting from operations attributable to the Company by the weighted-average number of shares outstanding for the period. Basic and diluted earnings per share was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Class I |
|
|
|
For the Three Months Ended March 31, 2026 |
|
|
For the Three Months Ended March 31, 2025 |
|
Net increase (decrease) in net assets resulting from operations |
|
$ |
925 |
|
|
$ |
3,827 |
|
Weighted average shares outstanding |
|
|
43,798,287.201 |
|
|
|
13,990,345.513 |
|
Basic and diluted earnings (loss) per share |
|
$ |
0.02 |
|
|
$ |
0.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Class S |
|
|
|
For the Three Months Ended March 31, 2026 |
|
|
For the Three Months Ended March 31, 2025 |
|
Net increase (decrease) in net assets resulting from operations |
|
$ |
(122 |
) |
|
$ |
- |
|
Weighted average shares outstanding |
|
|
5,309,250.748 |
|
|
|
- |
|
Basic and diluted earnings (loss) per share |
|
$ |
(0.02 |
) |
|
$ |
- |
|
The Company operates through a single operating and reporting segment with an investment objective to generate both current income and capital appreciation through debt and equity investments. The chief operating decision maker (“CODM”) is comprised of the Company’s chief executive officer and chief financial officer. The CODM assesses the performance of the Company and makes operating decisions on a consolidated basis, primarily based on the Company’s net increase in net assets resulting from operations (“net income”). In addition to numerous other factors and metrics, the CODM utilizes net income as a key metric in determining the amount of dividends to be distributed to the Company’s stockholders. As the Company’s operations comprise a single reporting segment, the segment assets are reflected on the accompanying Consolidated Statements of Assets and Liabilities as Total Assets and the significant segment expenses are listed on the accompanying Consolidated Statements of Operations.
The Company’s management evaluated subsequent events through the date the consolidated financial statements were available to be issued. There have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in, these consolidated financial statements, except as discussed below.
On April 28, 2026, the Company redeemed 2,310,571.682 and 126,891.906 shares of Class I Common Stock and Class S Common Stock, respectively, for total proceeds disbursed of $43,729 and $2,399, respectively, subject to a tender offer filed with the SEC on March 24, 2026.
On April 30, 2026, the Company declared a distribution for its Common Stock of $0.1600 per share, payable on May 27, 2026 to shareholders of record as of April 30, 2026.
As of May 1, 2026, the Company sold shares of its Common Stock with the final number of shares being determined within 20 business days. The sale of shares were pursuant to $5,047 of subscription agreements entered into by the Company and its investors.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information contained in this section should be read in conjunction with “ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS”. This discussion contains forward-looking statements, which relate to future events or the future performance or financial condition of Vista Credit Strategic Lending Corp. and involves numerous risks and uncertainties, including, but not limited to, those described in “ITEM 1A. RISK FACTORS” in the Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2026. This discussion also should be read in conjunction with the “Forward-Looking Statements” appearing elsewhere in this Quarterly Report on Form 10-Q. Actual results could differ materially from those implied or expressed in any forward-looking statements. In this report, “we”, “us”, and “our” refer to Vista Credit Strategic Lending Corp. and its wholly owned subsidiaries.
Overview
We were formed on March 15, 2022 as a corporation under the laws of the State of Maryland. We have elected to be treated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). We have also elected to be treated, and intend to qualify annually, as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) for U.S. federal income tax purposes. As a BDC, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in “qualifying” assets, source of income limitations, asset diversification requirements and the requirement to distribute annually at least 90% of our taxable income and tax-exempt interest.
Our investment objective is to generate current income and, to a lesser extent, capital appreciation by investing in a portfolio of investments that primarily consist of senior or subordinated debt, preferred stock or other interests senior to common equity as well as equity securities (or rights to acquire equity securities) acquired in connection with debt financing transactions in management buyouts, recapitalizations and other opportunities. Our investment strategy is intended to generate favorable returns across credit cycles with an emphasis on preserving capital. To achieve our investment objective, we leverage an extensive network of relationships with other sophisticated institutions to source, evaluate and, as appropriate, partner with on transactions. There are no assurances that we will achieve our investment objective.
We invest in “middle-market companies,” which we define to generally mean companies with earnings before interest, taxes, depreciation, and amortization (“EBITDA”) of less than $250 million annually, and/or annual revenue of $25 million to $2.5 billion at the time of investment, in the enterprise software, data and technology-enabled business sectors, which focus on designing and implementing software solutions specifically to meet the needs of large, complex organizations. We may on occasion invest in smaller or larger companies if an attractive opportunity presents itself, especially when we believe that there are dislocations in the capital markets such that assets are mispriced on an absolute or relative basis, including the high yield and syndicated loan markets. We generally invest in companies with a low loan-to-value ratio, which we consider to be 50% or below. The loan-to-value ratio measures the relationship between our investment and the enterprise value of the related borrower/issuer (i.e., the aggregate assets securing the investment). The enterprise value of our borrowers typically ranges from $500 million to over $5.0 billion. Our target credit investments typically have maturities between three and seven years with an average duration between three and five years and generally range in size between $10 million and $75 million. The investment size varies based on numerous factors, including the size of our capital base.
We generally invest in securities that have been rated below investment grade by independent rating agencies or that would be rated below investment grade if they were rated. These securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. In addition, many of our debt investments have floating interest rates that reset on a periodic basis and typically will not fully pay down principal prior to maturity, which could increase our risk of losing part or all of our investment. Under normal circumstances, we invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in credit investments (loans, bonds and other credit instruments). Our credit investments typically consist of first-lien, unitranche, and second-lien debt facilities, and may include mezzanine debt, any of which may be “covenant-lite” (i.e., loans that do not have a complete set of financial maintenance covenants).
On June 16, 2023, Vista Credit BDC Management, L.P. (our “Adviser”), purchased 1,250.000 shares of our Common Stock at $20.00 per share, which represented the initial public offering price of such shares.
On September 8, 2023 and September 22, 2023, we held our initial closings and entered into subscription agreements with investors providing for the private placement of our shares of common stock. As of March 31, 2026, we had received capital commitments totaling $1,212.6 million. As of March 31, 2026, we have issued 49,882,709.870 shares of our common stock, for gross proceeds of $998.0 million.
Total capital commitments as of March 31, 2026, include a $50.0 million capital commitment from VHG Capital, L.P., an entity affiliated with us and the Adviser. As of March 31, 2026, VHG Capital, L.P. had purchased 1,688,668.335 shares of common stock for a total purchase price of $33.4 million.
Investments
Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make.
In addition, as part of our risk strategy on investments, we may reduce the levels of certain investments through partial sales or syndication to additional lenders.
Revenues
We generate revenues primarily in the form of interest income from the debt securities we hold and dividends and capital appreciation on either direct equity investments or equity interests obtained in connection with originating loans, such as options, warrants or conversion rights. Discounts from and premiums to par value on investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. To the extent loans contain payment-in-kind (“PIK”) provisions, PIK interest, computed at the contractual rates is accrued and recorded as interest income and added to the principal balance of the loan. PIK interest income added to the principal balance is generally collected upon repayment of the outstanding principal. Repayments of our debt investments can reduce interest income from period to period. The frequency or volume of these repayments may fluctuate significantly. In addition, we may also generate revenue in the form of commitment, loan origination, structuring or diligence fees, fees for providing managerial assistance to our portfolio companies and possibly consulting fees. Certain of these fees may be capitalized and amortized as additional interest income over the life of the related loan. Our target credit investments will typically have maturities between three and seven years.
Many of our debt investments typically do not fully pay down principal prior to maturity and have floating interest rates that reset on a periodic basis, usually determined on the basis of a benchmark such as the Secured Overnight Financing Rate (“SOFR”) or an alternative reference rate which may affect our net investment income over the long term and increase the risk of losing part or all of the investment.
Dividend income on preferred equity is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. To the extent a preferred equity investment contains PIK provisions, PIK dividends, computed at the contractual rates, are accrued and recorded as dividend income and added to the principal balance of the preferred equity. PIK dividends added to the principal balance are generally collected upon redemption of the equity.
Our investment transactions also reflect the proceeds from repayment or sales of investments. We recognize realized gains or losses on investments based on the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. Unrealized gains or losses primarily reflect the change in investment values, including the reversal of previously recorded unrealized gains or losses when gains or losses are realized.
Expenses
Our primary operating expenses include the payment of the management fee, incentive fee, expenses reimbursable under the agreements between us and our Adviser, including an administration agreement (the “Administration Agreement”) and an investment advisory agreement (the “Investment Advisory Agreement”), legal and professional fees, interest and other debt expenses, offering and organization expenses, and other operating expenses.
We expect, but cannot ensure, that our general and administrative expenses will increase in dollar terms during periods of asset growth but will decline as a percentage of total assets during such periods.
Allocation of Income, Expenses, Gains and Losses
Income, expenses (other than those attributable to a specific class of common stock), gains and losses are allocated to each class of common stock based on the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class of common stock are charged against the operations of that class.
Distributions
Distributions to shareholders are recorded on the record date. All distributions will be paid at the discretion of the Board and will depend on the Company’s earnings, financial condition, maintenance of the Company’s tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time. Although the gross distribution per share is generally equivalent for each class of common stock, the net distribution for each class of common stock is reduced for any class-specific expenses, including distribution and shareholder servicing fees, if any.
Portfolio and Investment Activity
Portfolio Composition
Vista Credit Partners invests across three primary strategies. FounderDirect refers to directly originated credit investments in non-sponsored enterprise software companies where there is no single financial institution that owns more than 50% economic ownership or governance control. These are typically senior secured loans made to companies that have matured beyond the early stage and are seeking less dilutive capital to support continued growth, acquisitions, or stockholder liquidity. Sponsor Credit focuses on senior secured loans to sponsor-backed software businesses, leveraging Vista’s domain expertise and sponsor relationships to structure deals with strong protections. Syndicated Credit includes select participations in broadly syndicated first-lien loans to larger software companies, providing diversification and liquidity across the portfolio.
As of March 31, 2026 and December 31, 2025, our portfolio by investment strategy at fair value was comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2026 |
|
|
As of December 31, 2025 |
|
(In thousands) |
|
Fair Value |
|
|
% of Total Value |
|
|
Fair Value |
|
|
% of Total Value |
|
Sponsor Credit |
|
$ |
1,077,962 |
|
|
|
67.5 |
% |
|
$ |
927,884 |
|
|
|
63.2 |
% |
Founder Direct |
|
|
307,058 |
|
|
|
19.2 |
|
|
|
348,766 |
|
|
|
23.8 |
|
Syndicated Credit |
|
|
212,957 |
|
|
|
13.3 |
|
|
|
191,578 |
|
|
|
13.0 |
|
Total |
|
$ |
1,597,977 |
|
|
|
100.0 |
% |
|
$ |
1,468,228 |
|
|
|
100.0 |
% |
Below is a summary of certain characteristics of our investment portfolio as of March 31, 2026 and December 31, 2025. These calculations include all debt investments, as applicable, for which fair value is determined by the Adviser, in conjunction with third-party valuation firms, and excludes non-accrual assets. Amounts are weighted based on fair market value of each respective investment. Portfolio company information utilized in certain calculations was derived from the most recently available portfolio company financial statements, which has not been independently reviewed by us, and may reflect a normalized or adjusted amount. Accordingly, we make no representation or warranty in respect of this information. Revenues, EBITDA, gross margins, and EBITDA margins reported by our portfolio companies and used in the calculations below are generally for the trailing twelve-month period.
|
|
|
|
|
|
|
|
|
|
Portfolio Characteristics: |
|
As of March 31, 2026 |
|
|
As of December 31, 2025 |
|
Number of investments |
|
|
125 |
|
|
|
115 |
|
Number of portfolio companies |
|
|
55 |
|
|
|
49 |
|
Weighted average loan-to-value (“LTV”)(1) |
|
|
37.3 |
% |
|
|
37.2 |
% |
Weighted average gross margin(2) |
|
|
66.5 |
% |
|
|
65.5 |
% |
Weighted average EBITDA margin(3) |
|
|
36.6 |
% |
|
|
36.6 |
% |
Weighted average yield to maturity (“YTM”)(4) |
|
|
10.8 |
% |
|
|
10.5 |
% |
Percentage of total investments at fair value |
|
|
|
|
|
|
First-lien debt |
|
|
96.7 |
% |
|
|
97.2 |
% |
Preferred and Other Equity |
|
|
3.3 |
% |
|
|
2.8 |
% |
Percentage of debt investments at fair value |
|
|
|
|
|
|
Floating rate(5) |
|
|
99.4 |
% |
|
|
99.3 |
% |
Fixed interest rate |
|
|
0.6 |
% |
|
|
0.7 |
% |
(1)LTV is the ratio of total debt minus cash, divided by the estimated enterprise value or value of the underlying collateral of the portfolio company. Total debt only includes the debt issued through the tranche in which we are a lender and excludes any debt that is legally and contractually subordinated in ranking to the debt owned by us. We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration the contractual rights of repayment of the tranche of debt owned by us relative to other senior and junior creditors of a portfolio company. “Value” represents an estimate of enterprise value of each portfolio company, a calculation that will vary by portfolio company.
(2)Gross margin is calculated as gross profit divided by total revenue of the portfolio company. As of March 31, 2026 and December 31, 2025, excludes three and four portfolio company investments, respectively, where gross margin is not reported by the portfolio company.
(3)EBITDA margin is calculated as EBITDA divided by total revenue of the portfolio company. Excludes fourteen and thirteen portfolio company investments as of March 31, 2026 and December 31, 2025, respectively, where EBITDA margin may not be the appropriate measure of credit risk as the investments were underwritten and covenanted based on recurring revenue as opposed to EBITDA.
(4)YTM is calculated based on the amortized cost and contractual interest rate for the investment at the end of the applicable reporting period, and assumes the investment is held until the sooner of actual maturity or a three-year assumed life with no prepayments or losses and exited at par at maturity.
(5)Primarily subject to interest rate floors.
Our investment activity for the three months ended March 31, 2026 and 2025 is presented below (information presented herein is at amortized cost unless otherwise indicated):
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
For the Three Months Ended March 31, 2026 |
|
|
For the Three Months Ended March 31, 2025 |
|
Investments: |
|
|
|
|
|
|
Total investments at amortized cost, beginning of period |
|
$ |
1,460,156 |
|
|
$ |
504,119 |
|
New investments purchased |
|
|
304,014 |
|
|
|
118,571 |
|
Net accretion of discount on investments |
|
|
3,573 |
|
|
|
356 |
|
PIK interest capitalized |
|
|
2,777 |
|
|
|
51 |
|
Investments sold or repaid |
|
|
(155,794 |
) |
|
|
(25,128 |
) |
Total investments at amortized cost, end of period |
|
$ |
1,614,726 |
|
|
$ |
597,969 |
|
The industry(1) compositions of the portfolio at amortized cost and fair value as of March 31, 2026 and December 31, 2025 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2026 |
|
|
As of December 31, 2025 |
|
Industry Composition: |
|
Amortized Cost |
|
|
Fair Value |
|
|
Amortized Cost |
|
|
Fair Value |
|
Architecture, Construction & Engineering |
|
|
1.8 |
% |
|
|
1.9 |
% |
|
|
2.1 |
% |
|
|
2.0 |
% |
Automobiles & Automobile Parts |
|
|
3.8 |
|
|
|
3.7 |
|
|
|
4.2 |
|
|
|
4.1 |
|
Data & Analytics |
|
|
5.4 |
|
|
|
5.4 |
|
|
|
6.0 |
|
|
|
6.0 |
|
Diversified Business Services |
|
|
6.6 |
|
|
|
6.6 |
|
|
|
6.8 |
|
|
|
6.9 |
|
Diversified Consumer Services |
|
|
- |
|
|
|
- |
|
|
|
1.0 |
|
|
|
1.0 |
|
Diversified Financial Institutions & Services |
|
|
8.2 |
|
|
|
8.5 |
|
|
|
7.8 |
|
|
|
8.0 |
|
Diversified Software |
|
|
3.9 |
|
|
|
3.9 |
|
|
|
7.3 |
|
|
|
7.4 |
|
Education |
|
|
1.2 |
|
|
|
1.1 |
|
|
|
1.3 |
|
|
|
1.3 |
|
Financials |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.1 |
|
Government & Public Service |
|
|
2.8 |
|
|
|
2.8 |
|
|
|
3.1 |
|
|
|
3.1 |
|
Government, Risk & Compliance |
|
|
4.6 |
|
|
|
4.7 |
|
|
|
5.1 |
|
|
|
5.1 |
|
Healthcare IT & Technology |
|
|
10.5 |
|
|
|
10.6 |
|
|
|
10.4 |
|
|
|
10.4 |
|
Hotels, Restaurants & Leisure |
|
|
1.2 |
|
|
|
1.3 |
|
|
|
1.3 |
|
|
|
1.4 |
|
Infrastructure Software & DevOps |
|
|
4.7 |
|
|
|
4.2 |
|
|
|
4.1 |
|
|
|
3.9 |
|
Insurance |
|
|
4.5 |
|
|
|
4.5 |
|
|
|
5.0 |
|
|
|
5.0 |
|
IT Security |
|
|
3.2 |
|
|
|
3.3 |
|
|
|
5.7 |
|
|
|
5.7 |
|
IT Services & IT Systems Management (Ex-Security) |
|
|
13.0 |
|
|
|
12.9 |
|
|
|
11.7 |
|
|
|
11.7 |
|
Life Sciences, Biotechnology, and Pharmaceuticals |
|
|
2.1 |
|
|
|
2.1 |
|
|
|
- |
|
|
|
- |
|
Media, Entertainment & Publishing |
|
|
2.1 |
|
|
|
1.8 |
|
|
|
2.3 |
|
|
|
2.2 |
|
Real Estate |
|
|
2.9 |
|
|
|
3.0 |
|
|
|
3.2 |
|
|
|
3.2 |
|
Retail - Consumer Staples |
|
|
3.2 |
|
|
|
3.2 |
|
|
|
- |
|
|
|
- |
|
Telecom Services & IT Hardware |
|
|
5.8 |
|
|
|
5.9 |
|
|
|
1.7 |
|
|
|
1.7 |
|
Transportation, Logistics & Supply Chain |
|
|
6.4 |
|
|
|
6.5 |
|
|
|
7.9 |
|
|
|
7.9 |
|
Utilities & Utility Equipment and Services |
|
|
2.0 |
|
|
|
2.0 |
|
|
|
1.9 |
|
|
|
1.9 |
|
Total |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
(1)We use an internally developed industry classification system which was developed using the Global Industry Classification Standard (GICS®) as a reference. All investments are ultimately focused in enterprise software, data and technology-enabled business sectors.
As of March 31, 2026 and December 31, 2025, investments consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2026 |
|
|
As of December 31, 2025 |
|
|
|
Amortized Cost |
|
|
Fair Value |
|
|
Amortized Cost |
|
|
Fair Value |
|
First-Lien Term Loans |
|
$ |
1,562,447 |
|
|
$ |
1,544,474 |
|
|
$ |
1,421,188 |
|
|
$ |
1,427,843 |
|
Other Equity |
|
|
51,467 |
|
|
|
52,663 |
|
|
|
38,157 |
|
|
|
39,543 |
|
Preferred Equity |
|
|
812 |
|
|
|
840 |
|
|
|
811 |
|
|
|
842 |
|
Total |
|
$ |
1,614,726 |
|
|
$ |
1,597,977 |
|
|
$ |
1,460,156 |
|
|
$ |
1,468,228 |
|
The weighted average investment income yields(1) for our first-lien debt, based on the amortized cost and fair value were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2026 |
|
|
For the Year Ended December 31, 2025 |
|
|
|
Amortized Cost |
|
|
Fair Value |
|
|
Amortized Cost |
|
|
Fair Value |
|
First-Lien debt |
|
|
10.8 |
% |
|
|
10.8 |
% |
|
|
10.5 |
% |
|
|
10.5 |
% |
(1)The investment income yield is calculated as (a) the actual amount earned on earning debt investments, including interest and fee income and amortization of capitalized fees and discounts, divided by the weighted average of total earning debt investments.
As of March 31, 2026, all of our first-lien debt investments were performing and current on their interest payments.
As part of the monitoring process, our Adviser has developed risk assessment policies pursuant to which it regularly assesses the risk profile of each of our debt investments and rates each of them based on the following categories, which we refer to as “Internal Risk Ratings.” Pursuant to these risk policies, an Internal Risk Rating of 1 to 4, which ratings are
defined below, is assigned to each debt investment in our portfolio. Key drivers of internal risk ratings include financial metrics, financial covenants, liquidity and enterprise value coverage.
Internal Risk Ratings Definitions
|
|
|
Rating |
Description |
1 |
Investments with a grade of 1 involve the least amount of risk to our initial cost basis. The trends and risk factors for this investment since origination or acquisition are generally favorable, which may include the performance of the portfolio company or a potential exit. |
|
|
2 |
Investments with a grade of 2 involve a level of risk to our initial cost basis that is similar to the risk to our initial cost basis at the time of origination or acquisition. This portfolio company is generally performing as expected and/or unchanged; and the risk factors to our ability to ultimately recoup the cost of our investment are neutral to favorable. There is no concern about repayment of both interest and our costs basis. All investments or acquired investments in new portfolio companies are initially assessed a grade of 2. |
|
|
3 |
Investments with a grade of 3 indicate that the portfolio company is performing materially below expectations and the risk to our ability to recoup the initial cost basis of such investment has increased materially since origination or acquisition, including as a result of other factors such as non-compliance with debt covenants; however, payments are generally not more than 120 days past due. |
|
|
4 |
Investments with a grade of 4 indicate that the risk to our ability to recoup the initial cost basis of such investment has substantially increased since origination or acquisition, and the portfolio company likely has materially declining performance. For debt investments with an investment grade of 4, most or all of the debt covenants are out of compliance and payments are substantially delinquent. For investments graded 4, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis upon exit. |
Our Adviser monitors and, when appropriate, changes the risk ratings assigned to each debt investment in our portfolio. Our Adviser reviews our investment ratings in connection with our quarterly valuation process. The below table summarizes the Internal Risk Ratings assigned as of March 31, 2026 and December 31, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2026 |
|
|
As of December 31, 2025 |
|
(In thousands) |
|
Fair Value |
|
|
% of Fair Value |
|
|
Fair Value |
|
|
% of Fair Value |
|
Internal Risk Rating 1 |
|
$ |
29,257 |
|
|
|
1.8 |
% |
|
$ |
20,361 |
|
|
|
1.4 |
% |
Internal Risk Rating 2 |
|
|
1,568,720 |
|
|
|
98.2 |
|
|
|
1,447,867 |
|
|
|
98.6 |
|
Internal Risk Rating 3 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Internal Risk Rating 4 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Total |
|
$ |
1,597,977 |
|
|
|
100.0 |
% |
|
$ |
1,468,228 |
|
|
|
100.0 |
% |
As of March 31, 2026 and December 31, 2025, the weighted average Internal Risk Rating of our investment portfolio was 1.98 and 1.99, respectively.
Consolidated Results of Operations
For the three months ended March 31, 2026 and 2025
Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including the level of new investment commitments, expenses, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. In addition, as we have continued to raise and deploy capital, we have experienced significant growth in total assets, total liabilities and net assets since commencing operations in the fourth quarter of 2023. As a result, year-over-year comparisons of operating results may not be meaningful.
Investment Income
Investment income for the three months ended March 31, 2026 and 2025 was as follows:
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
For the Three Months Ended March 31, 2026 |
|
|
For the Three Months Ended March 31, 2025 |
|
First-lien debt |
|
$ |
42,794 |
|
|
$ |
13,771 |
|
Preferred stock dividends |
|
|
21 |
|
|
|
191 |
|
Total Investment Income |
|
$ |
42,815 |
|
|
$ |
13,962 |
|
Interest income on our debt investments is dependent on the composition and credit quality of the portfolio. Generally, we expect the portfolio to generate predictable quarterly interest income based on the terms stated in each loan’s credit agreement. As of March 31, 2026, there were no debt investments on non-accrual status.
Total investment income increased from $14.0 million for the three months ended March 31, 2025 to $42.8 million for the three months ended March 31, 2026 due to the increase in our investment portfolio from $598.5 million at March 31, 2025 to $1.6 billion at March 31, 2026.
Our weighted average investment income yield on total investments based on the fair market value of our earning investments was 10.7% for the twelve months ended March 31, 2026, and 10.5% for the twelve months ended December 31, 2025. The increase in the weighted average yield on total investments was primarily due to an increase in fee acceleration on debt investments that paid off.
Net investment income after giving effect to any expense support and waivers of expenses for the three months ended March 31, 2026 and 2025 was as follows:
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
For the Three Months Ended March 31, 2026 |
|
|
For the Three Months Ended March 31, 2025 |
|
Total investment income |
|
$ |
42,815 |
|
|
$ |
13,962 |
|
Total expenses |
|
|
18,508 |
|
|
|
8,146 |
|
Expense support and waivers |
|
|
- |
|
|
|
(109 |
) |
Net expenses after expense support and waivers |
|
|
18,508 |
|
|
|
8,037 |
|
Net investment income |
|
$ |
24,307 |
|
|
$ |
5,925 |
|
Net investment income increased from $5.9 million for the three months ended March 31, 2025 to $24.3 million for the three months ended March 31, 2026 due to the increase in our investment portfolio from $598.5 million at March 31, 2025 to $1.6 billion at March 31, 2026. Waivers and reimbursement of expenses for the three months ended March 31, 2025 are due to voluntarily waived costs and expenses due to the Adviser under the Administration Agreement as the Adviser was voluntarily capping expenses under the Administration Agreement at 15 basis points per annum of total weighted average investments. The voluntary waiver was not applicable for the three months ended March 31, 2026 and is no longer being provided by the Adviser as our costs pursuant to the Administration Agreement are now below the 15 basis points cap. See Note 5. Related-Party Transactions, to the consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q for more information on the expense waivers and reimbursement of expenses.
Expenses
Expenses for the three months ended March 31, 2026 and 2025 were as follows:
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
For the Three Months Ended March 31, 2026 |
|
|
For the Three Months Ended March 31, 2025 |
|
Expenses: |
|
|
|
|
|
|
Interest expense and credit facility fees |
|
$ |
10,966 |
|
|
$ |
5,305 |
|
Management fees |
|
|
2,989 |
|
|
|
854 |
|
Incentive fees |
|
|
2,319 |
|
|
|
547 |
|
Distribution and shareholder servicing fees |
|
|
|
|
|
|
Class S |
|
|
215 |
|
|
|
- |
|
Professional fees |
|
|
439 |
|
|
|
456 |
|
Other general and administrative expenses |
|
|
713 |
|
|
|
522 |
|
Administrative service fees |
|
|
560 |
|
|
|
319 |
|
Offering costs |
|
|
174 |
|
|
|
21 |
|
Directors fees |
|
|
77 |
|
|
|
66 |
|
Insurance costs |
|
|
56 |
|
|
|
56 |
|
Total expenses before expense support and waivers |
|
|
18,508 |
|
|
|
8,146 |
|
Expense support and waivers |
|
|
- |
|
|
|
(109 |
) |
Net expenses after expense support and waivers |
|
$ |
18,508 |
|
|
$ |
8,037 |
|
Interest expense and credit facility fees represents interest and fees incurred under the Credit Facilities (defined below). Total interest expense increased from $5.3 million for the three months ended March 31, 2025 to $11.0 million for the three months ended March 31, 2026 due to the increase in our total borrowings outstanding from $295.2 million at March 31, 2025 to $629.7 million at March 31, 2026. For more information about our outstanding borrowings, including the terms thereof, see Note 6. Borrowings in the notes to our consolidated financial statements and in the Liquidity and Capital Resources section below.
Management fees increased as a result of an increase in average gross assets for the three months ended March 31, 2025 to the three months ended March 31, 2026.
Incentive fees (includes both the Investment Income Incentive Fee and Capital Gains Incentive Fee as defined in Note 5. Related Party Transactions) increased due to an increase in the Investment Income Incentive Fee as a result of an increase in pre-incentive fee net investment income for the three months ended March 31, 2025 to the three months ended March 31, 2026. For the three months ended March 31, 2025 and for the three months ended March 31, 2026, we exceeded the 5.0% hurdle rate and the Adviser earned 12.5% of pre-incentive fee net investment income. For the three months ended March 31, 2026 and March 31, 2025, we had a reversal in the Capital Gains Incentive fee of $(1,009) and $(262), respectively, due to unrealized depreciation recorded in both time periods.
Professional fees include legal, rating agencies, tax, valuation, technology and other professional fees incurred relating to the management of us. Other general and administrative expenses include sub-administrative service fees, filing, research, subscriptions, and other costs. Sub-administrative service fees represent fees paid to State Street Bank and Trust Company pursuant to the State Street Sub-Administration Agreement. Administrative service fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the cost of certain of our executive officers and their respective staff. Offering costs include expenses incurred in our initial formation and in the offering of our common stock. In total, the majority of our operating expense categories have increased primarily due to the costs associated with servicing a growing portfolio.
Waivers and reimbursements of expenses include expenses the Adviser has voluntarily agreed to waive pursuant to the Administration Agreement and expenses reimbursed by the Adviser pursuant to the Expense Support Agreement. Under the terms of the Administration Agreement, we reimburse the Adviser for services performed for us. Beginning with the three months ended September 30, 2024, the Adviser agreed to voluntarily waive costs and expenses reimbursable by us to the Adviser under the Administration Agreement to the extent such costs and expenses exceed an amount equal to 15 basis points (annualized) of the weighted average fair value of our total investments for such period. For the three months ended March 31, 2026 and 2025, the Adviser agreed to waive $0 and $109 thousand, respectively, in administrative service fees under the Administration Agreement. There was no waiver for the three months ended March 31, 2026 as expenses
under the Administration Agreement were below 15 basis points (annualized) of the weighted average fair value of our total investments for such period.
We have entered into an expense support agreement with the Adviser. The Adviser may elect to pay the certain expenses on our behalf (the “Expense Payments”), provided that no portion of the payment will be used to pay any interest expense or distribution and/or servicing fees incurred by us. Any Expense Payment that the Adviser has elected to pay must be paid by the Adviser to us in any combination of cash or other immediately available funds no later than 45 days after such election was made in writing, and/or offset against amounts due from us to the Adviser or its affiliates.
The following table presents a summary of the Expense Payments and reimbursements of Expense Payments since our inception:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of (In thousands) |
|
Expense Payments Incurred by Adviser |
|
|
Reimbursement Payments to Adviser |
|
|
Unreimbursed Expense Payments |
|
March 31, 2026 |
|
$ |
3,600 |
|
|
$ |
- |
|
|
$ |
3,600 |
|
December 31, 2025 |
|
|
3,600 |
|
|
|
- |
|
|
|
3,600 |
|
Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation) on Investments
Net realized gain (loss) and net change in unrealized appreciation (depreciation) for the three months ended March 31, 2026 and 2025 were as follows:
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
For the Three Months Ended March 31, 2026 |
|
|
For the Three Months Ended March 31, 2025 |
|
Net realized gain (loss) on investments |
|
$ |
1,317 |
|
|
$ |
(136 |
) |
Net change in unrealized appreciation (depreciation) on investments |
|
|
(24,821 |
) |
|
|
(1,962 |
) |
Net realized and unrealized gain (loss) on investments |
|
$ |
(23,504 |
) |
|
$ |
(2,098 |
) |
During the three months ended March 31, 2026, we recorded a net realized gain on the partial sale of one investment totaling approximately $1.3 million. During the three months ended March 31, 2025, we recorded a net loss on the sale of one investment totaling $(136) thousand.
During the three months ended March 31, 2026 and 2025, we recorded unrealized appreciation on 26 and 51 investments totaling approximately $2.4 million and $4.3 million, respectively, and unrealized depreciation on 122 and 34 investments of approximately $(27.2) million and $(3.8) million, respectively. The net change in unrealized depreciation for the three months ended March 31, 2026 was due to the private credit markets experiencing notable volatility, driven primarily by widening credit spreads and a shift in investor risk appetite. This has had a direct impact on debt and equity valuations across our portfolio, particularly as we are focused on software and technology borrowers and increased scrutiny around the potential disruptive effects of artificial intelligence on certain software business models.
Income Taxes, Including Excise Taxes
We have elected to be treated and intend to operate in a manner so as to continuously qualify annually to maintain our election to be treated, as a RIC under Subchapter M of the Code. To maintain our RIC tax election, we must, among other requirements, meet certain annual source-of-income and quarterly asset diversification requirements. We also must annually distribute dividends for U.S. federal income tax purposes to our stockholders out of the assets legally available for distribution of an amount generally at least equal to 90% of the sum of our investment company taxable income, determined without regard to any deduction for dividends paid.
If we fail to distribute in a timely manner an amount at least equal to the sum of (1) 98% of our ordinary income for the calendar year, (2) 98.2% of our capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year (to the extent that income tax was not imposed on such amounts) less certain over-distributions in prior years (together, the “Excise Tax Distribution Requirements”), we will be liable for a 4% nondeductible excise tax on the portion of the undistributed amounts of such income that are less than the amounts required to be distributed based on the Excise Tax Distribution Requirements. For this purpose, however, any ordinary income or capital gain net income retained by us that is subject to corporate income tax for the tax year ending in that calendar year will be considered to have been distributed by year end
(or earlier if estimated taxes are paid). We currently intend to make sufficient distributions each taxable year to satisfy the Excise Tax Distribution Requirements. We intend to address these and other issues to the extent necessary in order to seek to ensure that we distribute sufficient income to avoid any material amount of either U.S. federal income tax or the 4% nondeductible U.S. federal excise tax. Although we generally intend to operate so as to meet the Excise Tax Distribution Requirements, no assurances can be provided in this regard and we may be required to pay the excise tax on a portion of our income.
We did not incur any excise tax expense for any of the periods presented.
Liquidity and Capital Resources
We generate cash primarily from (i) the net proceeds of capital drawdowns of our privately placed capital commitments, (ii) cash flows from our operations, (iii) our existing financing arrangements and any additional financing arrangements we may enter into in the future and (iv) any future offerings of our equity or debt securities. We may fund a portion of our investments through borrowings from banks and issuances of senior securities. Our primary use of cash is for (a) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (b) the cost of operations (including paying the Adviser), (c) debt service of any borrowings, (d) cash distributions to the holders of our common stock and (e) repurchases of our common stock. We believe our current cash position and net cash provided by operating activities, along with capital drawdowns from the private offering of our common stock and borrowings from financial institutions, will provide us with sufficient resources to meet our obligations and continue to support our investment objectives, including reserving for the capital needs that may arise at our portfolio companies, for the next 12 months and beyond.
As of March 31, 2026 and December 31, 2025, we had $48.6 million and $49.6 million, respectively, in cash, cash equivalents and restricted cash. For the three months ended March 31, 2026, our cash and cash equivalents balance decreased by $1.0 million. During that period, $102.4 million was used in operating activities, primarily due to investment purchases of $283.7 million, offset by $157.1 million in repayments of investments in portfolio companies. During the same period, $101.4 million was provided by financing activities, consisting primarily of proceeds from issuances of shares of common stock of $49.9 million and net proceeds from secured borrowings of $84.9 million.
We are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to the common stock if our asset coverage, as defined in the 1940 Act, would be at least equal to 200% immediately after each such issuance. However, recent legislation has modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur from an asset coverage ratio of 200% to an asset coverage ratio of 150%, if certain requirements are met. On June 16, 2023, our stockholders approved a proposal that allows us to reduce our asset coverage ratio to 150%, which proposal was effective as of June 17, 2023. This means that generally, we can borrow up to $2 for every $1 of investor equity. Asset coverage ratio per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage ratio per unit is expressed in terms of dollar amounts per $1,000 of indebtedness. As of March 31, 2026, asset coverage was 252.8% and the asset coverage per unit was $2,528.
On June 26, 2024 (the “Effective Date”) we entered into a loan financing and servicing agreement (as amended, the “DB Credit Facility”) with Deutsche Bank AG through our wholly owned and consolidated subsidiary, VCSL Funding 1 LLC (“VCSL Funding 1”). As of March 31, 2026 and December 31, 2025, the maximum commitment was $450.0 million and $450.0 million, respectively. The period during which VCSL Funding 1 may request drawdowns under the DB Credit Facility (the “Revolving Period”) commenced on the Effective Date and will continue through June 26, 2027 unless there is an earlier termination or event of default. The DB Credit Facility will mature on the earliest of (i) two years from the last day of the Revolving Period, (ii) the date on we cease to exist or (iii) the occurrence of an event of default.
On April 7, 2025, we amended the DB Credit Facility to provide that borrowings under the DB Credit Facility will bear interest at a floating rate equal to the base rate plus (i) 2.15% per annum (reduced from 2.40% per annum) during the Revolving Period, and (ii) 2.30% per annum (reduced from 2.90% per annum) following expiration of the Revolving Period for the remaining term of the DB Credit Facility. The base rate under the DB Credit Facility is three-month SOFR. A facility agent fee is payable to the facility agent each quarter and is calculated based on the aggregate commitments outstanding each day during the preceding collection period at a rate of 1/360 of 0.25% of the aggregate commitments on each day.
On July 18, 2025, we amended the DB Credit Facility to increase the maximum commitment under the DB Credit Facility from $350.0 million to $450.0 million.
The DB Credit Facility is secured by all of the assets held by VCSL Funding 1. VCSL Funding 1 has made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. As of March 31, 2026 and December 31, 2025, we were in compliance in all material respects with the terms of the DB Credit Facility.
On September 5, 2025, we entered into a senior secured revolving credit agreement (the “ING Credit Facility”) by and among the Company, as Borrower, ING Capital LLC, as Administrative Agent, Sole Bookrunner and Arranger, and the other lenders and issuing banks from time to time party thereto. Capitalized terms used but not defined in the next four paragraphs shall have the meanings set forth in the ING Credit Facility.
The ING Credit Facility provides for a revolving credit facility in an initial amount of up to $150.0 million, subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness. Maximum capacity under the ING Credit Facility may be increased to $500.0 million if we exercise the uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing.
The Revolving Period under the ING Credit Facility will terminate on September 5, 2029 and the facility will mature on September 5, 2030.
Interest under the ING Credit Facility is payable, at our election, at either Daily Simple RFR, Term SOFR (or other term benchmark rate) or the Alternate Base Rate (defined as the greater of (i) the prime rate as last quoted by The Wall Street Journal, (ii) the federal funds effective rate for such day plus 0.5%, (iii) Term SOFR for a period of one month plus the applicable credit adjustment spread plus 1.0% and (iv) 1.0% plus an applicable margin equal to (I) (a) during any period in which we fail to maintain a credit rating of at least BBB-/Baa3 (or equivalent) from at least one of S&P, Moody’s or Fitch, (i) with respect to any ABR Loan, 1.25% per annum; and (ii) with respect to any Term Benchmark Loan or RFR Loan, 2.25% per annum; or (b) during any period in which we maintain a credit rating of at least BBB-/Baa3 (or equivalent) from at least one of S&P, Moody’s or Fitch, (i) with respect to any ABR Loan, 1.00% per annum; and (ii) with respect to any Term Benchmark Loan or RFR Loan, 2.00% per annum plus (II) an applicable credit adjustment spread of (a) with respect to any Term Benchmark Loan denominated in Dollars, 0.10%, (b) with respect to any RFR Loan denominated in GBP, 0.0326% and (c) with respect to Term Benchmark Loans denominated in CAD, 0.29547% for Loans with an interest period of one month and 0.32138% for Loans with an interest period of three months. We will also pay a fee of 0.375% on daily undrawn amounts under the ING Credit Facility.
As of March 31, 2026 and December 31, 2025, we are in compliance in all material respects with the terms of the ING Credit Facility.
On October 2, 2025, we entered into a Master Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of $200.0 million in aggregate principal amount of its: (i) 5.85% Series 2025 Senior Notes, Tranche A, due October 2, 2028, in the aggregate principal amount of $62.5 million (the “Tranche A Notes”), (ii) 6.22% Series 2025 Senior Notes, Tranche B, due October 2, 2030, in the aggregate principal amount of $37.5 million (the “Tranche B Notes”), (iii) 5.85% Series 2025 Senior Notes, Tranche C, due October 2, 2028, in the aggregate principal amount of $62.5 million (the “Tranche C Notes”) and (iv) 6.22% Series 2025 Senior Notes, Tranche D, due October 2, 2030, in the aggregate principal amount of $37.5 million (the “Tranche D Notes” and, together with the Tranche A Notes, the Tranche B Notes and the Tranche C Notes, the “2025 Notes”) to institutional investors in a private placement. Interest on the 2025 Notes will be due semiannually. The interest rates applicable to the 2025 Notes are subject to increase (up to a maximum increase of 2.00% above the stated rate for each of the 2025 Notes) in the event that, subject to certain exceptions, the 2025 Notes cease to have an investment grade rating and our secured debt ratio exceeds certain thresholds. In addition, we are obligated to offer to repay the 2025 Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest if certain change in control events occur. The Notes are general unsecured obligations that rank pari passu with all outstanding and future unsecured, unsubordinated indebtedness issued by us.
The closing of the Tranche A Notes and Tranche B Notes occurred on October 2, 2025. The closing of the Tranche C Notes and the Tranche D Notes occurred on December 1, 2025. As of March 31, 2026 and December 31, 2025, we were in compliance in all material respects with the terms of the Note Purchase Agreement and the 2025 Notes.
On November 4, 2025, we entered into forward-starting interest rate swaps. The forward-starting interest rate swaps have an effective date of January 2, 2026. Under the forward-starting interest rate swap agreement related to the Tranche A Notes, we receive a fixed interest rate of 5.85% per annum and pay a floating interest rate of SOFR + 2.51% per annum on the $62.5 million of the Tranche A Notes. Under the forward-starting interest rate swap agreement related to the Tranche B Notes, we receive a fixed interest rate of 6.22% per annum and pay a floating interest rate of SOFR + 2.82% per annum on
the $37.5 million of the Tranche B Notes. We designate each forward-starting interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
On December 8, 2025, we entered into forward-starting interest rate swaps. The forward-starting interest rate swaps have an effective date of January 2, 2026. Under the forward-starting interest rate swap agreement related to the Tranche C Notes, we receive a fixed interest rate of 5.85% per annum and pay a floating interest rate of SOFR + 2.45% per annum on the $62.5 million of the Tranche C Notes. Under the forward-starting interest rate swap agreement related to the Tranche D Notes, we receive a fixed interest rate of 6.22% per annum and pay a floating interest rate of SOFR + 2.74% per annum on the $37.5 million of the Tranche D Notes. We designate each forward-starting interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
On February 26, 2026 (the “Closing Date”), we completed a $517,188 asset backed securitization (“ABS V Securitization”). The debt issued in the ABS V Securitization was issued by VCP RRL ABS V (the “Issuer”), a wholly owned subsidiary of ABS V Investor (itself fully owned by the Company), pursuant to the Indenture, dated as of the Closing Date (the “Indenture”), by and between the Issuer and State Street Bank and Trust Company, as Trustee, and the Class A-L Credit Agreement, dated as of the Closing Date, by and among the Issuer, as borrower, EverBank N.A., as lender, and State Street Bank and Trust Company, as Trustee and as Loan Agent.
The debt issued by VCP RRL ABS V consists of (i) the Class A-L Floating Rate Loans, Class A-1 Floating Rate Term Notes, Class A-VF Variable Funding Notes, Class A-2 Fixed Rate Term Notes, Class B-1 Floating Rate Term Notes, Class B-2 Fixed Rate Term Notes (collectively, the “Securitization Debt”), Class C Floating Rate Term Notes, and the subordinated notes (the “Subordinated Notes” and, together with the Securitization Debt, the “Debt”). The Company indirectly retained the Class C and Subordinated Notes which are eliminated in consolidation. The terms of the Debt are summarized in the table below:
|
|
|
|
|
|
|
Class |
Par Size ($) |
|
Ratings (S&P) |
Coupon |
Class A-L Loans |
|
80,000 |
|
A(sf) |
SOFR + 2.15% |
Class A-1 Notes |
|
7,000 |
|
A(sf) |
SOFR + 2.15% |
Class A-VF Notes |
|
75,000 |
|
A(sf) |
(1) |
Class A-2 Notes |
|
179,350 |
|
A(sf) |
5.49% |
Class B-1 Notes |
|
25,000 |
|
BBB(sf) |
SOFR + 3.90% |
Class B-2 Notes |
|
21,541 |
|
BBB(sf) |
7.24% |
Class C Notes |
|
36,203 |
|
BB(sf) |
SOFR + 7.00% |
Subordinated Notes |
|
93,094 |
|
N/A |
N/A |
(1)The coupon for the Class A-VF Notes will be a per annum rate equal to (a) with respect to a conduit investor, to the extent funded through asset-backed commercial paper, the CP Rate or (b) in any other case, the benchmark, in each case, plus 2.15%. The benchmark with respect to the Class A-VF Notes will be determined as set forth in the Class A-VF Purchase Agreement (as defined below).
The Class A-VF Notes were sold by the Issuer pursuant to the Class A-VF Purchase Agreement, dated as of the Closing Date (the “Class A-VF Purchase Agreement”), by and among the Issuer, as issuer, MUFG Bank Ltd., as committed note purchaser, funding agent and administrative agent, Gotham Funding Corporation and Victory Receivables Corporation, as conduit investors, and the Company, as collateral manager. The Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes and the Class B-2 Notes (collectively, the “Offered Notes”) were sold by the Issuer pursuant to the ABS V Note Purchase Agreement, dated as of the Closing Date, by and among the Issuer, and Deutsche Bank Securities Inc. and MUFG Securities Americas Inc., as initial purchasers of the Offered Notes.
The reinvestment period, during which the Issuer may acquire additional collateral obligations, ends on January 20, 2028. Subject to certain conditions as specified in the Indenture, the reinvestment period end date may be extended to January 20, 2029. Following the end of the reinvestment period, principal collections will be applied to repay the Securitization Debt in accordance with the priority of payments set forth in the Indenture. The Securitization Debt matures on January 20, 2038; however, it may be redeemed or repaid on any business day after August 26, 2027. The Securitization Debt is backed by a diversified portfolio of senior secured loans and is subject to our overall asset coverage requirement.
On March 13, 2026, we entered into forward-starting interest rate swaps related to the Class A-2 Notes and Class B-2 Notes. The forward-starting interest rate swaps have an effective date of March 17, 2026. Under the forward-starting interest rate swap agreement related to the Class A-2 Notes, we receive a fixed interest rate of 5.49% per annum and pay a floating interest rate of SOFR + 1.974% per annum on the $179,350 of the Class A-2 Notes. Under the forward-starting
interest rate swap agreement related to the Class B-2 Notes, we receive a fixed interest rate of 7.24% per annum and pay a floating interest rate of SOFR + 3.692% per annum on the $21,541 of the Class B-2 Notes. We designate each forward-starting interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
Although we believe that we will remain in compliance, there are no assurances that we will continue to comply with the covenants in the DB Credit Facility, the ING Credit Facility, the Note Purchase Agreement, the 2025 Notes or the Indenture (collectively the “Credit Facilities”), as applicable. Failure to comply with these covenants could result in a default under one or both of the Credit Facilities that, if we were unable to obtain a waiver from the applicable lenders, could result in the immediate acceleration of the amounts due under any or all of the Credit Facilities, and thereby have a material adverse impact on our business, financial condition and results of operations. Moreover, to the extent that we cannot meet our financing obligations, we risk the loss of some or all of our assets to liquidation or sale to satisfy the obligations. In such an event, we may be forced to sell assets at significantly depressed prices due to market conditions or otherwise, which may result in losses.
As of March 31, 2026, we were in compliance in all material respects with the terms of our Credit Facilities. For more information on the Credit Facilities, see Note 6. Borrowings, to the consolidated financial statements in Part I, Item 1, of this Quarterly Report on Form 10-Q.
Our debt obligations consisted of the following as of March 31, 2026 and December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2026 |
|
(In thousands) |
|
Total Facility |
|
|
Borrowings Outstanding |
|
|
Unused Portion(1) |
|
|
Amount Available(2) |
|
ING Credit Facility |
|
$ |
200,000 |
|
|
$ |
- |
|
|
$ |
200,000 |
|
|
$ |
200,000 |
|
DB Credit Facility |
|
|
450,000 |
|
|
|
119,000 |
|
|
|
331,000 |
|
|
|
331,000 |
|
Securitization Debt |
|
|
387,891 |
|
|
|
312,891 |
|
|
|
75,000 |
|
|
|
75,000 |
|
2025 Notes |
|
|
200,000 |
|
|
|
200,000 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2025 |
|
(In thousands) |
|
Total Facility |
|
|
Borrowings Outstanding |
|
|
Unused Portion(1) |
|
|
Amount Available(2) |
|
ING Credit Facility |
|
$ |
150,000 |
|
|
$ |
- |
|
|
$ |
150,000 |
|
|
$ |
150,000 |
|
DB Credit Facility |
|
|
450,000 |
|
|
|
345,000 |
|
|
|
105,000 |
|
|
|
105,000 |
|
2025 Notes |
|
|
200,000 |
|
|
|
200,000 |
|
|
|
- |
|
|
|
- |
|
(1)The unused portion is the amount upon which commitment fees are based.
(2)Available for borrowing based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.
Equity
As of March 31, 2026, we had $231.1 million of uncalled capital commitments from stockholders, including $16.6 million from entities affiliated with or related to our Adviser.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2026 |
|
|
As of December 31, 2025 |
|
(In thousands) |
|
Capital Commitments |
|
|
|
Unfunded Capital Commitments |
|
|
% of Capital Commitments Funded |
|
|
Capital Commitments |
|
|
|
Unfunded Capital Commitments |
|
|
% of Capital Commitments Funded |
|
Common Stock |
|
$ |
1,212,555 |
|
|
|
$ |
231,126 |
|
|
|
80.9 |
% |
|
$ |
1,178,814 |
|
|
|
$ |
231,126 |
|
|
|
80.4 |
% |
Borrowings with original maturities of less than one year are classified as short-term. Our short-term borrowings are the result of investments that were sold under repurchase agreements. Investments sold under repurchase agreements are accounted for as collateralized borrowings as the sale of the investment does not qualify for sale accounting under Accounting Standards Codification (“ASC”) Topic 860 and remains as an investment on the Consolidated Statements of Assets and Liabilities. We include other short-term borrowings in the balance of outstanding indebtedness in the calculation of our asset coverage requirement under the 1940 Act.
As of March 31, 2026, we had no short-term borrowings.
Subscriptions and Drawdowns
We have the authority to issue 400,000,000 shares of Class I common stock, 50,000,000 shares of Class S common stock and 50,000,000 shares of Class D common stock, each with a par value of $0.01 per share.
Total shares issued as of March 31, 2026 were 49,882,709.870. The following table summarizes activity in the number of shares issued (excluding shares issued via our distribution reinvestment plan) during the three months ended March 31, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I |
|
Date |
|
Shares Issued |
|
|
Proceeds Received (In thousands) |
|
|
Issuance Price per Share |
|
1/2/2026 |
|
|
1,143,056.311 |
|
|
$ |
22,580 |
|
|
$ |
19.75 |
|
2/2/2026 |
|
|
315,896.044 |
|
|
|
6,207 |
|
|
|
19.65 |
|
3/2/2026 |
|
|
1,026,690.050 |
|
|
|
19,889 |
|
|
|
19.37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class S |
|
Date |
|
Shares Issued |
|
|
Proceeds Received (In thousands) |
|
|
Issuance Price per Share |
|
2/2/2026 |
|
|
712.560 |
|
|
$ |
14 |
|
|
$ |
19.65 |
|
3/2/2026 |
|
|
19,358.196 |
|
|
|
375 |
|
|
|
19.37 |
|
Pursuant to our share repurchase program, $5,049 of Class I Common Stock, representing 256,971.145 shares, was transferred to Class S Common Stock during the three months ended March 31, 2026.
Dividends and Distributions
To the extent that we have taxable income available, we intend to make quarterly distributions to our stockholders. Dividends and distributions to stockholders are recorded on the applicable record date. The amount to be distributed to stockholders is determined by us each quarter and is generally based upon the taxable earnings estimated by management and available cash. Net realized capital gains, if any, will generally be distributed at least annually, although we may decide to retain such capital gains for investment.
We have adopted a distribution reinvestment plan under which shareholders will automatically receive dividends and other distributions in cash unless they elect to have their dividends and other distributions reinvested in additional shares. As a result of the foregoing, if our Board authorizes, and we declare a cash dividend or distribution, stockholders that have not “opted out” of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares rather than receiving cash.
The following table summarizes our distributions declared during the three months ended March 31, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
Class I |
|
Declared Date |
|
Record Date |
|
Payment Date |
|
Net Distributions per Share |
|
1/30/2026 |
|
1/30/2026 |
|
2/10/2026 |
|
$ |
0.16000 |
|
2/27/2026 |
|
2/27/2026 |
|
3/11/2026 |
|
|
0.16000 |
|
3/30/2026 |
|
3/31/2026 |
|
4/9/2026 |
|
|
0.16000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Class S |
|
Declared Date |
|
Record Date |
|
Payment Date |
|
Net Distributions per Share |
|
1/30/2026 |
|
1/30/2026 |
|
2/10/2026 |
|
$ |
0.14574 |
|
2/27/2026 |
|
2/27/2026 |
|
3/11/2026 |
|
|
0.14719 |
|
3/30/2026 |
|
3/31/2026 |
|
4/9/2026 |
|
|
0.14602 |
|
The following table reflects the shares issued pursuant to the distribution reinvestment plan during the three months ended March 31, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I |
|
Declared Date |
|
Record Date |
|
Payment Date |
|
Shares Issued |
|
|
Proceeds Received (In thousands) |
|
|
Issuance Price per Share |
|
12/22/2025 |
|
12/29/2025 |
|
1/13/2026 |
|
|
57,143.660 |
|
|
$ |
1,129 |
|
|
$ |
19.75 |
|
1/30/2026 |
|
1/30/2026 |
|
2/10/2026 |
|
|
84,558.136 |
|
|
|
1,661 |
|
|
|
19.65 |
|
2/27/2026 |
|
2/27/2026 |
|
3/11/2026 |
|
|
87,223.900 |
|
|
|
1,690 |
|
|
|
19.37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class S |
|
Declared Date |
|
Record Date |
|
Payment Date |
|
Shares Issued |
|
|
Proceeds Received (In thousands) |
|
|
Issuance Price per Share |
|
12/22/2025 |
|
12/29/2025 |
|
1/13/2026 |
|
|
146.603 |
|
|
$ |
3 |
|
|
$ |
19.75 |
|
1/30/2026 |
|
1/30/2026 |
|
2/10/2026 |
|
|
148.331 |
|
|
|
3 |
|
|
|
19.65 |
|
2/27/2026 |
|
2/27/2026 |
|
3/11/2026 |
|
|
165.966 |
|
|
|
3 |
|
|
|
19.37 |
|
Share Repurchases
At the discretion of the Board, we have commenced a share repurchase program in which we may repurchase, in each quarter, up to 5% of the NAV of our common stock outstanding as of the close of the calendar quarter prior to the applicable valuation date. The Board may amend, suspend or terminate the share repurchase program if it deems such action to be in the best interest of stockholders. As a result, share repurchases may not be available each quarter. We intend to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the 1940 Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.
Under the share repurchase program, to the extent we offer to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers on or around the last business day of the first month of such quarter using a purchase price equal to the NAV per share as of the last calendar day of the prior quarter.
The following table presents share repurchases completed under the share repurchase program during the three months ended March 31, 2026. There were no share repurchases during the three months ended March 31, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase Deadline Request |
|
Total Number of Shares of Class I Common Stock Repurchased |
|
|
Percentage of Outstanding Shares Repurchased (1) |
|
|
Price Paid per Share |
|
|
Repurchase Pricing Date |
|
Amount Repurchased (In thousands) (2) |
|
1/22/2026 |
|
|
777,849.792 |
|
|
|
2.62 |
% |
|
$ |
19.75 |
|
|
12/31/2025 |
|
$ |
15,365 |
|
(1)Percentage is based on total shares as of the close of the previous calendar quarter.
(2)Amount repurchased is net of any early redemption fees.
Contractual Obligations
We have entered into an Investment Advisory Agreement with the Adviser pursuant to the 1940 Act to provide us with investment advisory services, and an Administration Agreement with the Administrator to provide us with administrative services. For more information about payments for services provided under these agreements, see Note 5. Related Party Transactions, to the consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.
The following table shows the contractual maturities of our debt obligations as of March 31, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period As of March 31, 2026 |
|
(in thousands) |
|
Total |
|
|
Less Than 1 Year |
|
|
1 to 3 Years |
|
|
3 to 5 Years |
|
|
More Than 5 Years |
|
ING Credit Facility |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
DB Credit Facility |
|
|
119,000 |
|
|
|
- |
|
|
|
- |
|
|
|
119,000 |
|
|
|
- |
|
Securitization Debt |
|
|
312,891 |
|
|
|
- |
|
|
|
- |
|
|
|
312,891 |
|
|
|
- |
|
2025 Notes |
|
|
200,000 |
|
|
|
- |
|
|
|
125,000 |
|
|
|
75,000 |
|
|
|
- |
|
Off-Balance Sheet Arrangements
In the ordinary course of our business, we enter into contracts or agreements that contain indemnification provisions or warranties. Future events could occur that lead to the execution of these provisions against us. We believe that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in the consolidated financial statements as of March 31, 2026 or December 31, 2025, for any such exposure.
We currently are and may in the future become obligated to fund commitments such as revolving credit facilities, bridge financing commitments, or delayed draw commitments.
We had the following unfunded commitments to fund delayed draw, revolving senior secured loans, and other equity as of March 31, 2026 and December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
Par Value as of |
|
(In thousands) |
|
March 31, 2026 |
|
|
December 31, 2025 |
|
Unfunded delayed draw commitments |
|
$ |
158,564 |
|
|
$ |
100,480 |
|
Unfunded revolving commitments |
|
|
83,101 |
|
|
|
69,996 |
|
Other equity commitments |
|
|
62,532 |
|
|
|
8,919 |
|
Total unfunded commitments |
|
$ |
304,197 |
|
|
$ |
179,395 |
|
Related-Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the following:
•the Investment Advisory Agreement;
•the Administration Agreement;
•the Expense Support Agreement; and
•a license agreement (the “License Agreement”) with Vista Equity Partners Management LLC (and any other
relevant entities), pursuant to which we have been granted a non-exclusive license to use the name “Vista.”
Under the License Agreement, we have a right to use the Vista name for so long as the Adviser or one of its
affiliates remains our investment adviser.
In addition to the aforementioned agreements, we rely on exemptive relief that has been granted to us and certain of our affiliates to permit us to co-invest with other funds managed by the Adviser or certain affiliates, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.
Finally, the Adviser sponsored a program whereby investors who purchased shares of Common Stock from us between November 4, 2024 and December 31, 2025 were granted additional shares of Common Stock. Based on purchases of shares of common stock during that time period, investors received 557,525.581 shares on August 1, 2025 and 1,099,405.491 shares on February 2, 2026. Shares were transferred from VHG Capital, L.P., an affiliate of the Adviser. See Note 5. Related Party Transactions, to the consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the periods reported. We have identified investment valuation and revenue recognition as our most critical accounting estimates. On an ongoing basis, we evaluate our estimates, including those related to the matters described below. These estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions. A discussion of our critical accounting policies follows.
Fair Value Measurements
One of the critical accounting estimates inherent in the preparation of our financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded. Financial Accounting Standards Board ASC 820, Fair Value Measurements (“ASC 820”), as amended, establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, we consider its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:
•Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access.
•Level 2—Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
•Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of observable input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment. For certain investments structured as interests in limited partnerships, we apply the practical expedient, or net asset value method, to determine the fair value of such investments.
In addition to using the above inputs in investment valuations, the Adviser will apply a valuation policy approved by our Board that is consistent with ASC 820. Consistent with the valuation policy, we will evaluate the source of the inputs, including any markets in which our investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), we will subject those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, we, or the independent valuation firm(s), will review pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize amounts that are different from the amounts presented and such differences could be material.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.
Revenue Recognition
Interest income is recorded on an accrual basis and includes the accretion of discounts, amortization of premiums and PIK interest. Discounts from and premiums to par value on investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. To the extent loans contain PIK provisions, PIK interest, computed at the contractual rates, is accrued and recorded as interest income and added to the principal balance of the loan. PIK interest income added to the principal balance is generally collected upon repayment of the outstanding principal.
Loans are generally placed on non-accrual status when interest and/or principal payments become materially past due and there is reasonable doubt that principal or interest will be collected in full. Recognition of interest income of that loan will be ceased until all principal and interest is current through payment or until a restructuring occurs, such that the interest income is deemed to be collectible. However, we remain contractually entitled to this interest. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon our judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid or there is no longer any reasonable doubt that such principal or interest will be collected in full and, in our judgment, are likely to remain current. We may make exceptions to this policy if the loan has sufficient collateral value or is in the process of collection. Accrued interest is written off when it becomes probable that the interest will not be collected, and the amount of uncollectible interest can be reasonably estimated.
Investment Transactions
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. Unrealized gains or losses primarily reflect the change in investment values, including the reversal of previously recorded unrealized gains or losses when gains or losses are realized.
Other income may include income such as consent, waiver, amendment, unused, and prepayment fees associated with our investment activities, as well as any fees for managerial assistance services rendered by us to our portfolio companies. Such fees are recognized as income when earned or the services are rendered.
Income Taxes
We have elected to be treated, and intend to operate in a manner so as to continuously qualify annually to maintain our election to be treated, as a RIC under Subchapter M of the Code. To maintain our RIC tax election, we must, among other requirements, meet certain annual source-of-income and quarterly asset diversification requirements. We also must annually distribute dividends for U.S. federal income tax purposes to our stockholders out of the assets legally available for distribution of an amount generally at least equal to 90% of the sum of our investment company taxable income, determined without regard to any deduction for dividends paid.
If we fail to comply with the Excise Tax Distribution Requirements, we will be liable for a 4% nondeductible excise tax on the portion of the undistributed amounts of such income that are less than the amounts required to be distributed based on the Excise Tax Distribution Requirements. For this purpose, however, any net ordinary income or capital gain net income retained by us that is subject to corporate income tax for the tax year ending in that calendar year will be considered to have been distributed by year end (or earlier if estimated taxes are paid). We currently intend to make sufficient distributions each taxable year to satisfy the Excise Tax Distribution Requirements. Although we generally intend to operate so as to meet the Excise Tax Avoidance Requirement, no assurances can be provided in this regard and we may be required to pay the excise tax on a portion of our income.
Recent Developments
On April 28, 2026, we redeemed 2,310,571.682 and 126,891.906 shares of Class I Common Stock and Class S Common Stock, respectively, for total proceeds of $43.7 million and $2.4 million, respectively, subject to a tender offer filed with the SEC on March 24, 2026.
For the first time since our inception, total repurchase requests for the quarter exceeded the 5% of shares typically available for repurchase. Consistent with our governing documents, we fulfilled requests up to 5% of NAV; with each redeeming investor receiving approximately 50% of the shares tendered, after disregarding fractions.
The quarterly liquidity framework, including the 5% redemption cap, is duration-matched to the underlying portfolio, aligning investor liquidity with the natural realization profile of our assets. Our redemption cap provides an orderly liquidity mechanism that honors the interests of redeeming investors while preserving the long-term value of the portfolio and maintaining strong performance for all investors who remain invested.
Our portfolio remains fundamentally strong, with 100% of investments performing at or above underwriting expectations and zero non-accruals.
Net flows remain positive for three months ended March 31, 2026, following a record $360 million of net inflows in the three months ended December 31, 2025. Liquidity is further supported by a combination of cash and liquid assets, uncalled investor capital, available debt capacity, and ongoing portfolio cash generation, together providing meaningful flexibility to meet obligations. Taken together, we believe we are well positioned to navigate the current redemption environment while continuing to deliver attractive risk-adjusted returns.
On April 30, 2026, we declared a distribution for our Common Stock of $0.1600 per share, payable on May 27, 2026 to shareholders of record as of April 30, 2026.
As of May 1, 2026, we sold shares of our Common Stock with the final number of shares being determined within 20 business days. The sale of shares was pursuant to $5.0 million of subscription agreements entered into by us and our investors.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are subject to financial market risks, including changes in interest rates.
Valuation Risk
We invest primarily in illiquid debt and equity securities of private companies. Most of our investments do not have a readily available market price, and we value these investments at fair value as determined in good faith in accordance with valuation policy and procedures established by our Board. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make.
Interest Rate Risk
Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. Because we borrow money to make investments, our net investment income depends in part upon the difference between the rate at which we borrow funds and the rate at which we invest these funds as well as our level of leverage. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income or net assets.
We hedge against interest rate, and may hedge against foreign currency, fluctuations by using standard hedging instruments such as futures, swaps, options and forward contracts or a credit facility subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates and foreign currencies, such activities may also limit our ability to participate in benefits of lower interest rates or higher exchange rates with respect to the portion of our portfolio of investments, if any, with fixed interest rates or denominated in foreign currencies.
As of each of March 31, 2026 and December 31, 2025, on a fair value basis, less than 1.0% of our debt investments bear interest at a fixed rate. As of March 31, 2026, we have $200.0 million of fixed rate debt issued under the 2025 Notes, $312.9 million of fixed and variable rate debt issued under the Securitization Debt and $119.0 million of outstanding debt under our DB Credit Facility. Our DB Credit Facility is subject to floating interest rates and is currently paid based on floating SOFR rates. As further described in Note 6. Borrowings, we entered into a series of interest rate swap agreements with ING Capital Markets LLC to more closely align the interest rate on our fixed rate 2025 Notes and Securitization Debt with our investment portfolio, which consists primarily of variable rate loans. The interest rate swap agreements executed in late 2025 became effective January 2, 2026 for the 2025 Notes and the interest rate swaps executed on March 13, 2026 became effective March 17, 2026 for the Class A-2 Notes and Class B-2 Notes.
The following table estimates the potential changes of the net cash flow generated from interest income and expenses (in thousands), should interest rates increase or decrease by 100, 200 or 300 basis points. Interest income is calculated as revenue from interest generated from our portfolio of investments held on March 31, 2026. Interest expense is calculated based on the terms of the Credit Facilities, using the outstanding balance as of March 31, 2026. Interest expense on the Credit Facilities is calculated using the interest rate as of March 31, 2026, adjusted for the impact of hypothetical changes in rates, as shown below. The base interest rate case assumes the rates on our portfolio investments remain unchanged from the actual effective interest rates as of March 31, 2026. These hypothetical calculations are based on a model of the investments in our portfolio, held as of March 31, 2026, and are only adjusted for assumed changes in the underlying base interest rates. Actual results could differ significantly from those estimated in the table (dollar amounts in thousands).
Based on our March 31, 2026 consolidated statements of assets and liabilities, the following table shows the annualized net interest income, in thousands, of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure and includes the impact of the interest rate swap agreements referenced above.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in Interest Rates |
|
Interest Income |
|
|
Interest Expense |
|
|
Net Interest Income |
|
-100 Basis Points |
|
$ |
(15,232 |
) |
|
$ |
(6,319 |
) |
|
$ |
(8,913 |
) |
-200 Basis Points |
|
|
(30,132 |
) |
|
|
(12,638 |
) |
|
|
(17,494 |
) |
-300 Basis Points |
|
|
(42,196 |
) |
|
|
(18,957 |
) |
|
|
(23,239 |
) |
+100 Basis Points |
|
|
15,232 |
|
|
|
6,319 |
|
|
|
8,913 |
|
+200 Basis Points |
|
|
30,463 |
|
|
|
12,638 |
|
|
|
17,825 |
|
+300 Basis Points |
|
|
45,695 |
|
|
|
18,957 |
|
|
|
26,738 |
|
Item 4. Controls and Procedures.
(a)Evaluation of Disclosure Controls and Procedures
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report. The Chief Executive Officer and Chief Financial Officer determined that our disclosure controls and procedures are effective as of the end of the period covered by this Quarterly Report.
(b)Changes in Internal Controls Over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
As of March 31, 2026, we, our consolidated subsidiaries and the Adviser are not subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us or them. From time to time, we, our consolidated subsidiaries and/or the Adviser may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is subject to extensive regulation, which may result in regulatory proceedings against us.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in “ITEM 1A. RISK FACTORS” of our Annual Report on Form 10-K, filed with the SEC on March 11, 2026 (the “Form 10-K”), and “Item 1A. Risk Factors” of our Quarterly Report on Form 10-Q, filed with the SEC on August 6, 2025 (the “Q2 10-Q”). There have been no material changes from the risk factors disclosed in the Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
All sales of unregistered securities during the period covered by the Quarterly Report on Form 10-Q were reported in a Form 8-K filed with the SEC.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Insider Trading Arrangements
None.
Item 6. Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
|
|
|
No. |
Description |
3.1 |
Articles of Amendment and Restatement of Vista Credit Strategic Lending Corp. (as amended June 30, 2025) (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2025) |
3.2 |
Articles Supplementary of Vista Credit Strategic Lending Corp. (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2025) |
3.3 |
Amended and Restated Bylaws of Vista Credit Strategic Lending Corp. (incorporated by reference to Exhibit 3.2 to the Company’s Form 10 filed on June 15, 2023) |
10.1 |
Amendment No.1 to Senior Secured Revolving Credit Agreement, dated as of January 30, 2026, by and among the Company, as Borrower, the Subsidiary Guarantors party thereto solely with respect to Section 2.9 therein, the Consenting Lenders party thereto and ING Capital LLC, as Administrative Agent and as Issuing Bank (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 4, 2026) |
10.2 |
Incremental Commitment and Assumption Agreement, dated as of January 30, 2026, by and among the Company, as Borrower, Deutsche Bank AG New York Branch, as Assuming Lender, the Subsidiary Guarantors party thereto solely with respect to Section 6 therein and ING Capital LLC, as Administrative Agent and as Issuing Bank (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on February 4, 2026) |
10.3 |
Indenture, dated as of February 26, 2026, by and between VCP RRL ABS V, LLC, as issuer, and UMB Bank, National Association, as trustee (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 4, 2026) |
10.4 |
Collateral Management Agreement, dated as of February 26, 2026, by and between VCP RRL ABS V, LLC, as issuer, and Vista Credit Strategic Lending Corp., as collateral manager (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on March 4, 2026) |
10.5 |
Loan Sale and Contribution Agreement, dated as of February 26, 2026, by and among Vista Credit Strategic Lending Corp., as transferor, VCP RRL ABS V Investor, LLC, as intermediate transferee, and VCP RRL ABS V, LLC, as issuer (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on March 4, 2026) |
10.6 |
Master Participation Agreement for Par/Near Par Trades, dated as of February 26, 2026, by and among VCP RRL ABS V, LLC, as buyer, and Vista Credit Strategic Lending Corp., VCP RRL ABS V Investor, LLC, VCSL Funding 1 LLC and VCSL Funding 2 LLC, as sellers (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on March 4, 2026) |
10.7 |
Class A-L Credit Agreement, dated as of February 26, 2026, by and among VCP RRL ABS V, LLC, as borrower, EverBank N.A., as lender, State Street Bank and Trust Company, as loan agent, and State Street Bank and Trust Company, as trustee (incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K filed on March 4, 2026) |
10.8 |
Class A-VF Purchase Agreement, dated as of February 26, 2026, by and among VCP RRL ABS V, LLC, as issuer, MUFG Bank, Ltd., as committed note purchaser, funding agent and administrative agent, Gotham Funding Corporation and Victory Receivables Corporation, as conduit investors, and the Company, as collateral manager (incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K filed on March 4, 2026) |
10.9 |
Note Purchase Agreement, dated as of February 26, 2026, by and among VCP RRL ABS V, LLC, as issuer, and Deutsche Bank Securities Inc. and MUFG Securities Americas Inc., as initial purchasers (incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K filed on March 4, 2026) |
31.1* |
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
* Filed/Furnished herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Vista Credit Strategic Lending Corp. |
Date: May 8, 2026 |
By: |
/s/ Greg Galligan |
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Greg Galligan |
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Chief Executive Officer and President |
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Vista Credit Strategic Lending Corp. |
Date: May 8, 2026 |
By: |
/s/ Ross Teune |
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Ross Teune |
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Chief Financial Officer and Treasurer |