Contractual Obligations
We have entered into the Investment Advisory Agreement with the Advisor to provide us with investment advisory services and the Administration Agreement with the Administrator to provide us with administrative services. We have also entered into the Expense Support Agreement with the Advisor to provide us with support with respect to certain expenses and subject to reimbursement. Payments for investment advisory services under the Investment Advisory Agreements, reimbursements under the Administration Agreement and support and reimbursements under the Expense Support Agreement are described in “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Note 4. Agreements and Related Party Transactions.”
On February 22, 2024, the Company, through its wholly-owned financing subsidiary Overland Financing MS, LLC, entered into the MS Revolving Credit Facility. Under the MS Revolving Credit Facility, MS has agreed to make available to Overland Financing MS, LLC a revolving loan facility in the maximum principal amount of up to $300 million. On June 6, 2024 and November 15, 2024 certain terms, including the applicable margins, in the MS Revolving Credit Facility were amended. As of September 30, 2025, $195 million had been drawn under the MS Revolving Credit Facility. See also “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Note 7. Borrowings.”
On July 10, 2024, the Company entered into the SMTB Credit Facility. Under the SMTB Credit Facility, SMTB has agreed to make available to the Company, a revolving credit facility secured by a first-priority interest in the capital commitments of the Company’s Shareholders (including Overland Advantage Feeder Fund, L.P., as the guarantor (the “Guarantor”)) and the Guarantor’s Shareholders, and certain related assets of up to $100 million.
On December 9, 2024, certain terms, including the maximum commitments, in the SMTB Credit Facility were amended. Among other things, the First Amendment temporarily increased the maximum commitments under the SMTB Credit Facility from $100 million to $200 million until March 31, 2025, after which the maximum commitments under the SMTB Credit Facility will be automatically reduced to $100 million. As of December 31, 2024, $150 million had been drawn under the SMTB Credit Facility. On February 14, 2025, certain terms, including the applicable margin, in the SMTB Credit Facility were amended. On March 26, 2025, the scheduled reduction date on the $100 million temporary increased commitment was extended from March 31, 2025 to June 30, 2025. On May 1, 2025, the Company entered into a Form of Facility Increase, pursuant to which the maximum commitments under the SMTB Credit Facility (including the $100 million temporary increased commitment) increased from $200 million to $275 million. On June 27, 2025, the maximum commitments under the SMTB Credit Facility were permanently increased to $400 million (the “Fourth Amendment”).
On August 13, 2025, the Company entered into an amendment (the “Fifth Amendment”) to the SMTB Credit Facility. Among other things, the Fifth Amendment incorporated term loan tranche mechanics and reallocated $200 million of the $400 million maximum commitment under the SMTB Credit Facility to the SMTB Term Loan. The Company has the option under the SMTB Credit Facility to increase the aggregate maximum commitment to up to $700 million, and allocate between the SMTB Term Loan and the SMTB Credit Facility at the Company’s discretion. The Fifth Amendment also added a new applicable margin for the term loan tranche at 195 basis points (1.95%), keeping the applicable margin for the revolving loan tranche the same at 225 basis points (2.25%). As of September 30, 2025, $180 million had been drawn under the SMTB Credit Facility and $200 million was outstanding under the SMTB Term Loan. See also “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Note 7. Borrowings.”
On December 17, 2024, the Company, through its wholly-owned financing subsidiary Overland Financing B, LLC, entered into the BNP Revolving Credit Facility. Under the BNP Revolving Credit Facility, BNP has agreed to make available to Overland Financing B, LLC, a revolving loan facility in the maximum facility amount of $340 million from January 2, 2025 through March 31, 2025, a maximum facility amount of $330 million from April 1, 2025 through June 30, 2025, a maximum facility amount of $270 million from July 1, 2025 through September 30, 2025 and, as extended, a maximum facility amount of $139 million from October 1, 2025 through December 31, 2025. On September 26, 2025, the BNP Revolving Credit Facility was amended to extend the maturity date to December 31, 2025 and other conforming changes. As of September 30, 2025, $139 million had been drawn under the BNP Revolving Credit Facility. See also “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Note 7. Borrowings.”
From time to time in the future, we may establish one or more additional credit facilities or enter into other financing arrangements to facilitate investments and the timely payment of our expenses. It is anticipated that any such credit facilities will bear interest at floating rates at to-be-determined spreads over the Secured Overnight Financing Rate (“SOFR”), or an alternative reference rate. We cannot assure Shareholders that we will be able to enter into a credit facility on favorable terms or at all. In connection with a credit facility or other borrowings, lenders may require us to pledge assets, commitments and/or drawdowns (and the ability to enforce the payment thereof) and may ask to comply with positive or negative covenants that could have an effect on our operations.
In order to finance certain investment transactions, the Company may, from time to time, enter into secured borrowing agreements with Macquarie Bank Limited (“Macquarie”), whereby the Company sells to Macquarie an investment that it holds and concurrently