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Term Loan B4 Reference Rate and Spread 1M SOFR + 4.25% Interest Rate 8.61% Initial Acquisition Date 12/11/2024 Maturity Date 12/31/20312024-12-310001860424IMB Midco LLC (formerly, WSP Midco LLC) Type Revolver2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals Celerion Buyer, Inc. Revolving Loan Reference Rate and Spread 6M SOFR +6.50% Floor 0.75% Initial Acquisition Date 11/7/2022 Maturity Date 11/3/20282023-12-310001860424srt:MaximumMember2023-10-012023-10-010001860424us-gaap:CashDistributionMemberck0001860424:DistributionDeclaredDateMarchOneTwoThousandTwentyFourMember2024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals Amplity Parent, Inc. 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Initial Term Loan Reference Rate and Spread 1M SOFR + 6.00% Floor 0.75% Interest Rate 10.52% Initial Acquisition Date 8/16/2022 Maturity Date 8/16/20292024-12-310001860424Non-controlled/Non-affiliated investments Equity Consumer Goods: Non-durable Connect America.com, LLC Common Equity Initial Acquisition Date 12/15/20222024-01-012024-12-310001860424ck0001860424:OnexCreditFinancingCorporationMember2022-09-082022-09-080001860424ck0001860424:OfferDateJulyFifteenTwoThousandTwentyFourMember2024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Automotive Crash Champions Intermediate, LLC 2022 Term Loan Reference Rate and Spread 1M SOFR + 7.00% Floor 0.75% Interest Rate 12.36% Initial Acquisition Date 8/8/2022 Maturity Date 8/1/20292023-12-310001860424us-gaap:CashDistributionMemberck0001860424:DistributionDeclaredDateMayNineTwoThousandTwentyFourMember2024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals Spark DSO, LLC First Lien Term Loan Reference Rate and Spread 3M SOFR + 7.75% Floor 1.00% Interest Rate 12.49% (5.75% PIK) Initial Acquisition Date 2/9/2022 Maturity Date 4/20/20262024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Forest Products & Paper2024-12-310001860424ck0001860424:DistributionDeclaredDateAugustElevenTwoThousandTwentyTwoMemberus-gaap:CashDistributionMember2022-01-012022-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Consumer Services Zips Car Wash, LLC Delayed Draw Term Loan Reference Rate and Spread 3M SOFR + 7.25% Floor 1.00% Interest Rate 11.91% PIK Initial Acquisition Date 7/13/2022 Maturity Date 12/31/20242024-12-310001860424Non-controlled/Non-affiliated investments Equity Business Services KeyData Associates Inc. Common Equity Initial Acquisition Date 10/1/20212023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals Amplity Parent, Inc. Revolving Credit Facility Reference Rate and Spread 1M SOFR + 7.50% Floor 1.00% Interest Rate 12.96% (1.50% PIK) Initial Acquisition Date 2/4/2022 Maturity Date 1/31/20272023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals APT Opco, LLC Senior Secured Term Loan Reference Rate and Spread 3M SOFR + 6.50% Floor 1.00% Interest Rate 11.09% Initial Acquisition Date 12/28/2021 Maturity Date 12/28/20262024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries SailPoint Technologies Holdings Inc. Revolving Loan Reference Rate and Spread 1M SOFR + 6.00% Floor 0.75% Initial Acquisition Date 8/16/2022 Maturity Date 8/16/20282023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Wholesale IMB Midco LLC (formerly, WSP Midco LLC) Revolving Loan Reference Rate and Spread 3M SOFR + 7.00% Floor 1.00% Initial Acquisition Date 10/1/2021 Maturity Date 4/27/20272024-12-310001860424ck0001860424:InsuranceMember2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Teneo Holdings LLC Initial Term Loan Reference Rate and Spread 3M SOFR + 4.75% Floor 1.00% Interest Rate 9.11% Initial Acquisition Date 10/18/2024 Maturity Date 3/13/20312024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Insurance Asurion, LLC New B-12 Term Loan (First Lien) Reference Rate and Spread 1M SOFR + 4.25% Interest Rate 8.61% Initial Acquisition Date 9/13/2024 Maturity Date 9/19/20302024-12-310001860424ck0001860424:ContainersPackagingGlassMember2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries Apryse Software Corp (fka PDFTron US Acquisition Corp.) 2024 Refinancing Term Loan Reference Rate and Spread 3M SOFR + 5.00% Floor 1.00% Interest Rate 9.59% Initial Acquisition Date 7/25/2024 Maturity Date 7/15/20272024-12-3100018604242023-12-310001860424ck0001860424:OnexFalconDirectLendingBdcSpvLlcMemberck0001860424:SpvFacilityMember2022-07-142022-07-1400018604242021-09-300001860424ck0001860424:RevolverMember2023-12-310001860424us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberck0001860424:OnexFalconDirectLendingBdcSpvLlcMemberck0001860424:SpvFacilityMembersrt:MaximumMember2021-10-042021-10-040001860424Non-controlled/Non-affiliated investments Debt Investments Wholesale IMB Midco LLC (formerly, WSP Midco LLC)Term Loan B Reference Rate and Spread 8.00% Interest Rat 8.00% PIKAcquisition Date 5/20/2024Maturity Date 4/27/20282024-01-012024-12-3100018604242023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Equity Sovereign & Public Finance2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Financial Services OneZero Financial Systems, LLC Initial Term Loan Reference Rate and Spread 3M SOFR + 5.0% Floor 0.75% Interest Rate 10.59%Initial Acquisition Date 10/7/2024 Maturity Date 10/7/20312024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Consumer Goods: Durable Hy Cite Enterprises, L L C Term Loan Reference Rate and Spread 3 M S O F R + 8.00% Floor 1.50% Interest Rate 13.65% Initial Acquisition Date 11/12/2021 Maturity Date 11/12/20262023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Construction & Building Steele Solutions, Inc. 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Delayed Draw Term Loan Reference Rate and Spread 3M SOFR +5.00% Floor 0.75% Initial Acquisition Date 11/7/2022 Maturity Date 11/5/20292024-12-310001860424ck0001860424:ConsumerServicesMember2024-12-310001860424Non-controlled/Non-affiliated investments Equity Sovereign & Public Finance S4T Holdings Corp. 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Initial Term Loan Reference Rate and Spread 1M SOFR + 6.00% Floor 0.75% Interest Rate 11.36% Initial Acquisition Date 8/16/2022 Maturity Date 8/16/20292023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Automotive Crash Champions Intermediate, LLC Revolving Credit Loan Reference Rate and Spread PRIME + 5.25% Floor 0.75% Interest Rate 13.75% Initial Acquisition Date 8/8/2022 Maturity Date 8/1/20282023-01-012023-12-310001860424us-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberus-gaap:SeniorLoansMemberck0001860424:ValuationTechniqueYieldAnalysisMemberck0001860424:MeasurementInputMarketYieldMember2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals Celerion Buyer, Inc. Delayed Draw Term Loan Reference Rate and Spread 3M SOFR +5.00% Floor 0.75% Initial Acquisition Date 11/7/2022 Maturity Date 11/5/20292024-01-012024-12-310001860424us-gaap:CashDistributionMemberck0001860424:DistributionDeclaredDateDecemberSevenThousandTwentyThreeMember2023-01-012023-12-3100018604242024-04-012024-06-300001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Milestone Technologies, Inc. First Amendment Term Loan Reference Rate and Spread 3M SOFR + 6.75% Floor 1.00% Interest Rate 11.23% Initial Acquisition Date 1/3/2024 Maturity Date 12/7/20282024-12-310001860424ck0001860424:OneMonthSofrMember2024-12-310001860424Non-controlled/Non-affiliated investments Equity Sovereign & Public Finance S4T Holdings Corp. (Vistria ESS Holdings, LLC) Equity Units Initial Acquisition Date 12/27/20212023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries2023-12-310001860424Celerion Buyer Inc. Type Delayed Draw Term Loan2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries Apryse Software Corp (fka PDFTron US Acquisition Corp.) 2022-1 Incremental Term Loan Reference Rate and Spread 1M SOFR + 5.50% Floor 1.00% Interest Rate 10.86% Initial Acquisition Date 3/23/2022 Maturity Date 7/15/20272023-01-012023-12-310001860424ck0001860424:AfterTheTwelveMonthAnniversaryOfClosingDateMemberck0001860424:OnexFalconDirectLendingBdcSpvLlcMember2024-10-032024-10-030001860424us-gaap:FairValueInputsLevel3Memberus-gaap:SeniorLoansMemberck0001860424:ValuationTechniqueYieldAnalysisMemberck0001860424:MeasurementInputMarketYieldMembersrt:MaximumMember2023-12-310001860424country:CA2023-12-310001860424ck0001860424:AerospaceDefenseMember2024-12-310001860424ck0001860424:AutomotiveMember2023-12-310001860424IMB Midco LLC (formerly, WSP Midco LLC) Type Delayed Draw Term Loan2023-12-310001860424ck0001860424:DistributionDeclaredDateAugustNineTwoThousandTwentyThreeMemberus-gaap:CashDistributionMember2023-01-012023-12-3100018604242023-01-012023-03-3100018604242023-01-012023-09-300001860424us-gaap:FairValueInputsLevel3Memberus-gaap:EquitySecuritiesMember2022-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Financial Services OneZero Financial Systems, LLC Revolving Loan Reference Rate and Spread 3M SOFR + 5.0% Floor 0.75% Initial Acquisition Date 10/7/2024 Maturity Date 10/7/20312024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Equity Business Services Milestone Technologies, Inc. (Maverick Acquisition Holdings, LP) Common Equity Initial Acquisition Date 12/7/20222023-01-012023-12-310001860424us-gaap:FairValueInputsLevel3Memberck0001860424:ValuationTechniqueEnterpriseValueWaterfallMemberus-gaap:MeasurementInputEbitdaMultipleMemberus-gaap:EquitySecuritiesMember2023-12-310001860424us-gaap:CashDistributionMemberck0001860424:DistributionDeclaredDateNovemberSixTwoThousandTwentyFourMember2024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals MMS Bidco LLC Term Loan (First Lien) Reference Rate and Spread 6M SOFR +5.38% Floor 1.00% Interest Rate 9.80% Initial Acquisition Date 6/30/2022 Maturity Date 6/30/20292024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals Amplity Parent, Inc. Revolving Credit Facility Reference Rate and Spread 3M SOFR + 8.50% Floor 1.00% Interest Rate 13.11% (4.50% PIK) Initial Acquisition Date 2/4/2022 Maturity Date 1/31/20272024-01-012024-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:SeniorLoansMembersrt:WeightedAverageMemberus-gaap:MeasurementInputEbitdaMultipleMemberck0001860424:ValuationTechniqueEnterpriseValueWaterfallMember2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Construction & Building2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Consumer Goods: Durable2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals Celerion Buyer, Inc. Term Loan (First Lien) Reference Rate and Spread 6M SOFR +6.50% Floor 0.75% Interest Rate 11.93% Initial Acquisition Date 11/7/2022 Maturity Date 11/3/20292023-12-310001860424ck0001860424:OnexFalconInvestmentAdvisorsLlcMember2024-12-310001860424Non-controlled/Non-affiliated investments Equity Wholesale IMB Holdco LLC (formerly, WSP Holdco LLC) Class A Common Units Initial Acquisition Date 10/1/20212023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services MIS Acquisition, LLC Initial Term Loan Reference Rate and Spread 3M SOFR + 6.25% Floor 1.00% Interest Rate 10.77% Initial Acquisition Date 11/16/2023 Maturity Date 11/17/20282024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries Apryse Software Corp (fka PDFTron US Acquisition Corp.) 2022-1 Incremental Term Loan Reference Rate and Spread 1M SOFR + 5.50% Floor 1.00% Interest Rate 10.86% Initial Acquisition Date 3/23/2022 Maturity Date 7/15/20272023-12-3100018604242023-07-012023-09-300001860424Non-controlled/Non-affiliated investments Debt Investments Financial Services The Ultimus Group Midco, LLC Delayed Draw Term Loan Reference Rate and Spread 3M SOFR + 5.25% Floor 0.75% Initial Acquisition Date 3/7/2024 Maturity Date 3/7/20312024-12-310001860424ck0001860424:RevolvingOcfIiLoanMember2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Containers, Packaging & Glass Valcour Packaging, LLC Tranche A-1 Term Loan Reference Rate and Spread 3M SOFR + 5.25% Floor 1.00% Interest Rate 9.73% Initial Acquisition Date 10/17/2024 Maturity Date 10/4/20282024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries Ellucian Holdings Inc. Second Lien Term Loan Reference Rate and Spread 1M SOFR + 4.75% Interest Rate 9.11% Initial Acquisition Date 12/17/2024 Maturity Date 11/22/20322024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries Ellucian Holdings Inc. Second Lien Term Loan Reference Rate and Spread 1M SOFR + 4.75% Interest Rate 9.11% Initial Acquisition Date 12/17/2024 Maturity Date 11/22/20322024-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:SeniorLoansMemberus-gaap:MeasurementInputDiscountRateMember2023-12-310001860424Montana Buyer Inc. Type Revolver2024-12-310001860424country:CA2024-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:SeniorLoansMemberck0001860424:ValuationTechniqueYieldAnalysisMemberck0001860424:MeasurementInputMarketYieldMembersrt:MaximumMember2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Aerospace & Defense Burgess Point Purchaser Corporation Initial Term Loan (First Lien) Reference Rate and Spread 3M SOFR + 5.25% Interest Rate 9.68% Initial Acquisition Date 11/25/2024 Maturity Date 7/25/20292024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Insurance Foundation Risk Partners, Corp. Term Loan Reference Rate and Spread 3M SOFR + 5.25% Floor 0.75% Interest Rate 9.58% Initial Acquisition Date 3/8/2023 Maturity Date 10/29/20302024-01-012024-12-310001860424us-gaap:FairValueInputsLevel2Member2023-12-310001860424NON-CONTROLLED/NON-AFFILIATED INVESTMENTS DEBT INVESTMENTS CONSUMER GOODSNon-durable Connect America.com, L L C Term Loan B Reference Rate and Spread 3 M S O F R + 5.5% Floor 1.75% Interest Rate 9.83% Initial Acquisition Date 10/11/2024 Maturity Date 10/11/20292024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Axiom Global Inc. Amendment No. 4 Refinancing Term Loan Reference Rate and Spread 3M SOFR + 4.75% Floor 0.75% Interest Rate 9.44% Initial Acquisition Date 8/1/2024 Maturity Date 10/2/20282024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Consumer Goods: Non-durable Wellful Inc. Amendment No. 1 Incremental Term Loan Reference Rate and Spread 3 M S O F R + 6.25% Floor 0.75% Interest Rate 11.72% Initial Acquisition Date 11/16/2021 Maturity Date 4/21/20272023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Insurance Foundation Risk Partners, Corp. Term Loan Reference Rate and Spread 3M SOFR + 6.75% Floor 0.75% Interest Rate 12.20% Initial Acquisition Date 3/8/2023 Maturity Date 10/29/20282023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services ONBE, Inc. Initial Term Loan Reference Rate and Spread 1M SOFR + 5.50% Interest Rate 9.86% Initial Acquisition Date 7/25/2024 Maturity Date 7/25/20312024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals Celerion Buyer, Inc. Revolving Loan Reference Rate and Spread 3M SOFR +5.00% Floor 0.75% Initial Acquisition Date 11/7/2022 Maturity Date 11/3/20282024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries Apryse Software Corp (fka PDFTron US Acquisition Corp.) 2023-1 Incremental Term Loan Reference Rate and Spread 1M SOFR + 6.00% Floor 1.00% Interest Rate 11.36% Initial Acquisition Date 3/21/2023 Maturity Date 7/15/20272023-01-012023-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:SeniorLoansMemberus-gaap:MeasurementInputDiscountRateMember2024-01-012024-12-310001860424ck0001860424:OfferDateJanuaryThirteenTwoThousandTwentyThreeMember2023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services MIS Acquisition, LLC Initial Term Loan Reference Rate and Spread 3M SOFR + 6.75% Floor 1.00% Interest Rate 12.12% Initial Acquisition Date 11/16/2023 Maturity Date 11/17/20282023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Transportation: Cargo Keystone Purchaser, L L C Term Loan Reference Rate and Spread 6 M S O F R + 5.75% Floor 1.00% Interest Rate 11.64% Initial Acquisition Date 2/1/2022 Maturity Date 5/7/20272023-01-012023-12-310001860424ck0001860424:ConsumerServicesMember2023-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:EquitySecuritiesMember2023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries Medallia, Inc. Initial Term Loan Reference Rate and Spread 3M SOFR + 6.50% Floor 0.75% Interest Rate 10.85% (4.00% PIK) Initial Acquisition Date 10/29/2021 Maturity Date 10/29/20282024-12-310001860424Liabilities in Excess of Other Assets2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Insurance2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals Spark DSO, LLC Revolver Reference Rate and Spread 1M SOFR + 7.75% Floor 1.00% Interest Rate 13.29% (5.75% PIK) Initial Acquisition Date 2/9/2022 Maturity Date 4/19/20262023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services DTI Holdco, Inc. Initial Term Loan (First Lien) Reference Rate and Spread 1M SOFR + 4.75% Interest Rate 9.11% Initial Acquisition Date 7/17/2024 Maturity Date 4/26/20292024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Wholesale2024-12-310001860424us-gaap:RetainedEarningsMember2024-01-012024-12-310001860424Accession Risk Management Group, Inc. Type Delayed Draw Term Loan2024-12-310001860424Project Cloud Holdings, LLC Type Revolver2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Financial Services The Edelman Financial Engines Center, LLC 2024 Refinancing Term Loan (Second Lien) Reference Rate and Spread 1M SOFR + 5.25% Interest Rate 9.61% Initial Acquisition Date 5/23/2024 Maturity Date 10/6/20282024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Beverage, Food & Tobacco2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries Cornerstone OnDemand, Inc. Initial Term Loan (First Lien) 1M SOFR + 3.75% Floor 0.50% Interest Rate 8.22% Initial Acquisition Date 6/4/2024 Maturity Date 10/16/20282024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Kelso Industries LLC Revolving Loan Reference Rate and Spread 1M SOFR + 6.50% Floor 1.00% Interest Rate 12.04% Initial Acquisition Date 11/17/2023 Maturity Date 5/16/20272023-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:EquitySecuritiesMember2024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries Bullhorn, Inc. Amendment No. 1 Term Loan Reference Rate and Spread 1M SOFR + 5.00% Floor 1.00% Interest Rate 9.36% Initial Acquisition Date 11/10/2021 Maturity Date 10/1/20292024-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:SeniorLoansMembersrt:MinimumMemberus-gaap:MeasurementInputEbitdaMultipleMemberck0001860424:ValuationTechniqueEnterpriseValueWaterfallMember2024-12-310001860424us-gaap:CashDistributionMember2022-01-012022-12-310001860424MIS Acquisition, LLC Type Revolver2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Montana Buyer Inc. Revolving Loan Reference Rate and Spread PRIME + 4.00% Floor 0.75% Interest Rate 10.35% Initial Acquisition Date 7/22/2022 Maturity Date 7/22/20282024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Wholesale IMB Midco LLC (formerly, WSP Midco LLC)Term Loan B Reference Rate and Spread 8.00% Interest Rat 8.00% PIKAcquisition Date 5/20/2024Maturity Date 4/27/20282024-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputEbitdaMultipleMemberck0001860424:ValuationTechniqueEnterpriseValueWaterfallMemberus-gaap:EquitySecuritiesMember2023-01-012023-12-310001860424us-gaap:FairValueInputsLevel3Memberck0001860424:ValuationTechniqueEnterpriseValueWaterfallMemberus-gaap:MeasurementInputEbitdaMultipleMember2024-12-310001860424Celerion Buyer Inc. Type Delayed Draw Term Loan2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries Cornerstone OnDemand, Inc. Initial Term Loan (First Lien) 1M SOFR + 3.75% Floor 0.50% Interest Rate 8.22% Initial Acquisition Date 6/4/2024 Maturity Date 10/16/20282024-12-310001860424ck0001860424:SumitomoMitsuiBankingCorporationMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMembersrt:MinimumMemberck0001860424:AfterReinvestmentPeriodMember2024-10-032024-10-030001860424us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberck0001860424:OnexCreditFinancingCorporationMember2024-01-012024-12-310001860424us-gaap:CashDistributionMemberck0001860424:DistributionDeclaredDateMarchTwoTwoThousandTwentyThreeMember2023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Financial Services OneZero Financial Systems, LLC Revolving Loan Reference Rate and Spread 3M SOFR + 5.0% Floor 0.75% Initial Acquisition Date 10/7/2024 Maturity Date 10/7/20312024-12-310001860424Foundation Risk Partners, Corp. Type Delayed Draw Term Loan2023-12-310001860424ck0001860424:OfferDateJulySeventeenTwoThousandTwentyThreeMember2023-01-012023-12-310001860424us-gaap:FairValueInputsLevel3Member2023-12-310001860424us-gaap:BaseRateMemberck0001860424:SumitomoMitsuiBankingCorporationMembersrt:MinimumMemberck0001860424:ReinvestmentPeriodMember2024-10-032024-10-030001860424us-gaap:SeniorLoansMemberus-gaap:FairValueInputsLevel2Member2023-12-310001860424ck0001860424:ChemicalsMember2024-12-310001860424Non-controlled/Non-affiliated investments Equity Wholesale IMB Holdco LLC (formerly, WSP Holdco LLC) Class A Common Units Initial Acquisition Date 10/1/20212024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Chemicals Hexion Holdings Corporation 2024 Refinancing Term Loan Reference Rate and Spread 1M SOFR + 4.00% Floor 0.50% Interest Rate 8.45% Initial Acquisition Date 12/19/2024 Maturity Date 3/15/20292024-01-012024-12-3100018604242022-07-012022-09-300001860424Non-controlled/Non-affiliated investments Debt Investments Consumer Services2024-12-310001860424ck0001860424:TenderOfferMember2024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Construction & Building Steele Solutions, Inc. Revolving Loan Reference Rate and Spread 3M SOFR + 7.75% Floor 0.50% Initial Acquisition Date 3/18/2022 Maturity Date 3/18/20272024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Sovereign & Public Finance S4T Holdings Corp. Term Loan (First Lien) Reference Rate and Spread M SOFR + 6.00% Floor 1.00% Interest Rate 10.47% Initial Acquisition Date 12/27/2021 Maturity Date 12/28/20262024-12-310001860424Zips Car Wash, LLC Type Delayed Draw Term Loan2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services MIS Acquisition, LLC Initial Term Loan Reference Rate and Spread 3M SOFR + 6.25% Floor 1.00% Interest Rate 10.77% Initial Acquisition Date 11/16/2023 Maturity Date 11/17/20282024-01-012024-12-310001860424ck0001860424:TransportationCargoMember2023-12-310001860424Project Cloud Holdings, LLC Type Revolver2024-12-310001860424Non-controlled/Non-affiliated investments Equity Wholesale IMB Holdco LLC (formerly, WSP Holdco LLC) Series P Units Initial Acquisition Date 5/15/20232024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Milestone Technologies, Inc. Revolving Loan Reference Rate and Spread 3M SOFR + 6.75% Floor 1.00% Interest Rate 11.23% Initial Acquisition Date 12/7/2022 Maturity Date 12/7/20282024-12-310001860424us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2021-12-310001860424Total Net Assets2022-12-310001860424ck0001860424:ThreeMonthSofrMember2024-12-310001860424ck0001860424:SumitomoMitsuiBankingCorporationMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberck0001860424:AfterReinvestmentPeriodMember2024-10-032024-10-030001860424us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2024-12-3100018604242024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Equity Consumer Goods: Non-durable2024-12-310001860424Steele Solutions, Inc. Type Delayed Draw Term Loan2024-12-310001860424us-gaap:CommonStockMemberus-gaap:SubsequentEventMemberus-gaap:PrivatePlacementMember2025-01-022025-01-020001860424ck0001860424:OnexFalconDirectLendingBdcSpvLlcMemberck0001860424:SpvFacilityMember2021-10-052022-04-040001860424Non-controlled/Non-affiliated investments Debt Investments Consumer Goods: Non-durable Connect America.com, L L C Term Facility Reference Rate and Spread 6 M S O F R + 7.00% Floor 1.00% Interest Rate 12.43% Initial Acquisition Date 10/1/2021 Maturity Date 6/30/20262023-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputEbitdaMultipleMemberck0001860424:ValuationTechniqueEnterpriseValueWaterfallMemberus-gaap:EquitySecuritiesMember2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Financial Services OneZero Financial Systems, LLC Delayed Draw Term Loan Reference Rate and Spread 3M SOFR + 5.0% Floor 0.75% Initial Acquisition Date 10/7/2024 Maturity Date 10/7/20312024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Sovereign & Public Finance S4T Holdings Corp. Term Loan (First Lien) Reference Rate and Spread 1M SOFR + 6.00% Floor 1.00% Interest Rate 11.47% Initial Acquisition Date 12/27/2021 Maturity Date 12/27/20262023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals Celerion Buyer, Inc. Term Loan (First Lien) Reference Rate and Spread 3M SOFR +5.00% Floor 0.75% Interest Rate 9.53% Initial Acquisition Date 11/7/2022 Maturity Date 11/5/20292024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Insurance Foundation Risk Partners, Corp. Delayed Draw Term Loan Reference Rate and Spread 3M SOFR + 6.75% Floor 0.75% Interest Rate 12.20% Initial Acquisition Date 3/8/2023 Maturity Date 10/29/20282023-12-310001860424us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberus-gaap:SeniorLoansMemberus-gaap:MeasurementInputDiscountRateMembersrt:MaximumMember2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Construction & Building Steele Solutions, Inc. Initial Term Loan Reference Rate and Spread 3M SOFR + 7.75% Floor 0.50% Interest Rate 11.82% Initial Acquisition Date 3/18/2022 Maturity Date 3/18/20272024-12-310001860424us-gaap:CashDistributionMemberck0001860424:DistributionDeclaredDateNovemberEightTwoThousandTwentyThreeMember2023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Financial Services The Ultimus Group Midco, LLC Delayed Draw Term Loan Reference Rate and Spread 3M SOFR + 5.25% Floor 0.75% Initial Acquisition Date 3/7/2024 Maturity Date 3/7/20312024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Forest Products & Paper Jackson Paper Manufacturing Company Revolving Loan Reference Rate and Spread 3M SOFR + 7.25% Floor 1.00% Initial Acquisition Date 10/1/2021 Maturity Date 8/26/20262023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Sovereign & Public Finance S4T Holdings Corp. Term Loan (First Lien) Reference Rate and Spread M SOFR + 6.00% Floor 1.00% Interest Rate 10.47% Initial Acquisition Date 12/27/2021 Maturity Date 12/28/20262024-01-012024-12-310001860424us-gaap:FairValueInputsLevel3Memberck0001860424:ValuationTechniqueEnterpriseValueWaterfallMemberus-gaap:MeasurementInputEbitdaMultipleMembersrt:MaximumMemberus-gaap:EquitySecuritiesMember2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries Apryse Software Corp (fka PDFTron US Acquisition Corp.) 2023-1 Incremental Delayed Draw Term Loan Reference Rate and Spread 1M SOFR + 6.00% Floor 1.00% Initial Acquisition Date 3/21/2023 Maturity Date 3/21/20252023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services BCP V Everise Acquisition LLC Cov-Lite Term Loan B Reference Rate and Spread 3M SOFR + 6.00% Interest Rate 11.39% Initial Acquisition Date 12/14/2023 Maturity Date 12/14/20292023-01-012023-12-310001860424ck0001860424:OfferDateJanuaryTwelveTwoThousandTwentyFourMember2024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Transportation: Cargo AIT Worldwide Logistics Holdings, Inc. Add-on Term Loan B Reference Rate and Spread 3M SOFR + 4.75% Floor 0.75% Interest Rate 9.28% Initial Acquisition Date 11/14/2024 Maturity Date 4/8/20302024-12-310001860424NON-CONTROLLED/NON-AFFILIATED INVESTMENTS DEBT INVESTMENTS CONSUMER GOODSDurable B C D I Meteor Acquisition, L L C Initial Term Loan Reference Rate and Spread 3 M SO FR + 7.00% Floor 1.00% Interest Rate 11.43% Initial Acquisition Date 12/29/2022 Maturity Date 6/29/20282024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Consumer Services2023-12-3100018604242024-01-012024-03-310001860424Non-controlled/Non-affiliated investments Debt Investments Insurance2024-12-310001860424Kelso Industries LLC. Type Revolver2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services AmSpec Parent, LLC Term Loan B Reference Rate and Spread 3M SOFR + 4.25% Interest Rate 8.58% Initial Acquisition Date 12/12/2024 Maturity Date 12/11/20312024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals Spark DSO, LLC First Lien Term Loan Reference Rate and Spread 3M SOFR + 7.75% Floor 1.00% Interest Rate 12.49% (5.75% PIK) Initial Acquisition Date 2/9/2022 Maturity Date 4/20/20262024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Milestone Technologies, Inc. Revolving Loan Reference Rate and Spread 3M SOFR + 6.75% Floor 1.00% Interest Rate 11.23% Initial Acquisition Date 12/7/2022 Maturity Date 12/7/20282024-01-012024-12-310001860424Non-controlled/Non-affiliated investments2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries Bullhorn, Inc. Amendment No. 1 Term Loan Reference Rate and Spread 1M SOFR + 5.50% Floor 1.00% Interest Rate 10.96% Initial Acquisition Date 11/10/2021 Maturity Date 9/30/20262023-01-012023-12-310001860424S4T Holdings Corp. Type Delayed Draw Term Loan2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Milestone Technologies, Inc. Revolving Loan Reference Rate and Spread 3M SOFR + 6.50% Floor 1.00% Interest Rate 12.00% Initial Acquisition Date 12/7/2022 Maturity Date 12/8/20282023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Equity Business Services2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries Commscope, LLC Initial Term Loan Reference Rate and Spread 1M SOFR + 5.50% Floor 2.00% Interest Rate 9.86% Initial Acquisition Date 10/30/2024 Maturity Date 12/17/20292024-01-012024-12-310001860424ck0001860424:BusinessServicesMember2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries Project Alpha Intermediate Holding, Inc. Incremental Second Lien Term Loan Reference Rate and Spread 1M SOFR + 5.00% Initial Acquisition Date 11/21/20242024-01-012024-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:SeniorLoansMemberck0001860424:ValuationTechniqueYieldAnalysisMemberck0001860424:MeasurementInputMarketYieldMember2024-01-012024-12-310001860424us-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberck0001860424:ValuationTechniqueEnterpriseValueWaterfallMemberus-gaap:MeasurementInputEbitdaMultipleMemberus-gaap:EquitySecuritiesMember2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Aerospace & Defense Chromalloy Corporation Term Loan Reference Rate and Spread 3M SOFR + 3.75% Interest Rate 8.35% Initial Acquisition Date 11/18/2024 Maturity Date 3/27/20312024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Beverage, Food & Tobacco2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals MMS Bidco LLC Term Loan (First Lien) Reference Rate and Spread 6M SOFR +6.00% Floor 1.00% Interest Rate 11.69% Initial Acquisition Date 6/30/2022 Maturity Date 6/30/20272023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Equity Business Services Milestone Technologies, Inc. (Maverick Acquisition Holdings, LP) Common Equity Initial Acquisition Date 12/7/20222024-01-012024-12-310001860424us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2024-01-012024-12-310001860424Milestone Technologies, Inc. Type Revolver2023-12-310001860424Celerion Buyer Inc. Type Revolver2023-12-310001860424ck0001860424:RevolverMember2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services MIS Acquisition, LLC Revolving Loan Reference Rate and Spread 3M SOFR + 6.25% Floor 1.00% Initial Acquisition Date 11/16/2023 Maturity Date 11/17/20282024-12-310001860424NON-CONTROLLED/NON-AFFILIATED INVESTMENTS DEBT INVESTMENTS CONSUMER GOODS Non-durable Wellful Inc. Tranche A Term Loan Reference Rate and Spread 1 M SOFR + 5.00% Floor 1.00% Interest Rate 9.48% Initial Acquisition Date 12/31/2024 Maturity Date 4/19/2030 2024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Equity Sovereign & Public Finance S4T Holdings Corp. (Vistria ESS Holdings, LLC) Equity Units Initial Acquisition Date 12/27/20212024-01-012024-12-310001860424Milestone Technologies, Inc. Type Revolver2024-12-310001860424us-gaap:AdditionalPaidInCapitalMember2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services DTI Holdco, Inc. Initial Term Loan (First Lien) Reference Rate and Spread 1M SOFR + 4.75% Interest Rate 9.11% Initial Acquisition Date 7/17/2024 Maturity Date 4/26/20292024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services MH Sub I, LLC (Micro Holding Corp.) 2023 May Incremental Term Loan (First Lien) Reference Rate and Spread 1M SOFR + 4.25% Interest Rate 8.61% Initial Acquisition Date 12/4/2024 Maturity Date 5/3/20282024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Wholesale IMB Midco LLC (formerly, WSP Midco LLC)Term Loan A Reference Rate and Spread 3M SOFR + 5.00% Interest Rat 9.74% (4.00% PIK)Acquisition Date 5/20/2024Maturity Date 4/27/20282024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals Celerion Buyer, Inc. Term Loan (First Lien) Reference Rate and Spread 6M SOFR +6.50% Floor 0.75% Interest Rate 11.93% Initial Acquisition Date 11/7/2022 Maturity Date 11/3/20292023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Equity Business Services KeyData Associates Inc. Common Equity Initial Acquisition Date 10/1/20212024-01-012024-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:SeniorLoansMember2023-01-012023-12-310001860424us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Sovereign & Public Finance Pansophic Learning Ltd. Senior Secured Term Loan Reference Rate and Spread 3M SOFR + 7.25% Floor 1.00% Interest Rate 12.90% Initial Acquisition Date 3/25/2022 Maturity Date 3/25/20272023-01-012023-12-310001860424ck0001860424:WholesaleMember2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services MH Sub I, LLC (Micro Holding Corp.) 2023 May Incremental Term Loan (First Lien) Reference Rate and Spread 1M SOFR + 4.25% Interest Rate 8.61% Initial Acquisition Date 12/4/2024 Maturity Date 5/3/20282024-12-310001860424Jackson Paper Manufacturing Company Type Revolver2024-12-3100018604242023-07-012023-07-010001860424Steele Solutions, Inc. Type Revolver2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Nielsen Consumer Inc. Ninth Amendment Dollar Refinancing Term Loan Reference Rate and Spread 1M SOFR + 4.75% Floor 0.50% Interest Rate 9.11% Initial Acquisition Date 6/18/2024 Maturity Date 3/6/20282024-12-310001860424Steele Solutions, Inc. Type Delayed Draw Term Loan2023-12-310001860424ck0001860424:ForestProductsAndPaperMember2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services BCP V Everise Acquisition LLC Cov-Lite Term Loan B Reference Rate and Spread 3M SOFR + 6.00% Interest Rate 11.39% Initial Acquisition Date 12/14/2023 Maturity Date 12/14/20292023-12-310001860424ck0001860424:OfferDateJanuaryOneTwoThousandTwentyFiveMemberus-gaap:SubsequentEventMemberck0001860424:TenderOfferMember2025-02-072025-02-070001860424us-gaap:DelayedDrawTermLoanMember2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Consumer Services Zips Car Wash, LLC Delayed Draw Term Loan Reference Rate and Spread 3M SOFR + 7.25% Floor 1.00% Interest Rate 11.91% PIK Initial Acquisition Date 7/13/2022 Maturity Date 12/31/20242024-01-012024-12-310001860424ck0001860424:ConsumerGoodsDurableMember2024-12-310001860424ck0001860424:InvestmentAdvisoryAgreementMember2022-01-012022-12-310001860424ck0001860424:ConstructionBuildingMember2024-12-310001860424Montana Buyer Inc. Type Revolver2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Milestone Technologies, Inc. Term Loan (First Lien) Reference Rate and Spread 3M SOFR + 6.50% Floor 1.00% Interest Rate 12.00% Initial Acquisition Date 12/7/2022 Maturity Date 12/7/20282023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Beverage, Food & Tobacco Project Cloud Holdings, LLC Term Loan Reference Rate and Spread 1M SOFR + 6.50% Floor 1.00% Interest Rate 11.96% Initial Acquisition Date 4/10/2023 Maturity Date 3/31/20292023-12-310001860424ck0001860424:OfferDateAprilFifteenTwoThousandTwentyFourMember2024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services CoolSys, Inc. Closing Date Initial Term Loan Reference Rate and Spread 3M SOFR + 4.75% Floor 0.75% Interest Rate 9.42% Initial Acquisition Date 5/1/2024 Maturity Date 8/11/20282024-12-310001860424us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberus-gaap:SeniorLoansMemberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMember2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Aerospace & Defense Chromalloy Corporation Term Loan Reference Rate and Spread 3M SOFR + 3.75% Interest Rate 8.35% Initial Acquisition Date 11/18/2024 Maturity Date 3/27/20312024-12-310001860424ck0001860424:FinancialServicesMember2024-12-3100018604242022-01-012022-03-3100018604242022-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Financial Services The Ultimus Group Midco, LLC Revolving Loan Reference Rate and Spread 3M SOFR + 5.25% Floor 0.75% Initial Acquisition Date 3/7/2024 Maturity Date 3/7/20302024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Aerospace & Defense Burgess Point Purchaser Corporation Initial Term Loan (First Lien) Reference Rate and Spread 3M SOFR + 5.25% Interest Rate 9.68% Initial Acquisition Date 11/25/2024 Maturity Date 7/25/20292024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Non-controlled/Non-affiliated investments Debt Investments Transportation: Cargo Keystone Purchaser, LLC Term Loan Reference Rate and Spread 1M SOFR + 5.75% Floor 1.00% Interest Rate 10.44% Initial Acquisition Date 2/1/2022 Maturity Date 5/7/20272024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Containers, Packaging & Glass Valcour Packaging, LLC Tranche A-1 Term Loan Reference Rate and Spread 3M SOFR + 5.25% Floor 1.00% Interest Rate 9.73% Initial Acquisition Date 10/17/2024 Maturity Date 10/4/20282024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Insurance Accession Risk Management Group, Inc. 2024 Delayed Draw Term Loan Reference Rate and Spread 3M SOFR + 4.75% Floor 0.75% Initial Acquisition Date 8/15/2024 Maturity Date 11/1/20292024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Beverage, Food & Tobacco Project Cloud Holdings, LLC Revolving Loan Reference Rate and Spread 1M SOFR + 6.25% Floor 1.00% Interest Rate 10.71% Initial Acquisition Date 6/5/2023 Maturity Date 3/31/20282024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Sovereign & Public Finance S4T Holdings Corp. Term Loan (First Lien) Reference Rate and Spread 1M SOFR + 6.00% Floor 1.00% Interest Rate 11.47% Initial Acquisition Date 12/27/2021 Maturity Date 12/27/20262023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries Medallia, Inc. Initial Term Loan Reference Rate and Spread 3M SOFR + 6.00% Floor 0.75% Interest Rate 11.95% (4.00% PIK) Initial Acquisition Date 10/29/2021 Maturity Date 10/29/20282023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Forest Products & Paper2023-12-310001860424ck0001860424:AutomotiveMember2024-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:SeniorLoansMemberck0001860424:MeasurementInputTransactionPriceMemberck0001860424:ValuationTechniqueRecentTransactionsMember2024-12-310001860424Steele Solutions, Inc.Type Delayed Draw Term Loan2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Construction & Building Steele Solutions, Inc. Revolving Loan Reference Rate and Spread 3M SOFR + 7.25% Floor 0.50% Initial Acquisition Date 3/18/2022 Maturity Date 3/18/20272023-01-012023-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:SeniorLoansMembersrt:MinimumMemberus-gaap:MeasurementInputDiscountRateMember2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Wholesale IMB Midco LLC (formerly, WSP Midco LLC)Term Loan A Reference Rate and Spread 3M SOFR + 5.00% Interest Rat 9.74% (4.00% PIK)Acquisition Date 5/20/2024Maturity Date 4/27/20282024-01-012024-12-310001860424ck0001860424:OnexFalconDirectLendingBdcSpvLlcMemberck0001860424:SpvFacilityMember2022-04-052022-06-270001860424Non-controlled/Non-affiliated investments Equity Wholesale IMB Holdco LLC (formerly, WSP Holdco LLC) Series P Units Initial Acquisition Date 5/15/20232023-12-310001860424Non-controlled/Non-affiliated investments Equity Business Services Milestone Technologies, Inc. (Maverick Acquisition Holdings, LP) Common Equity Initial Acquisition Date 12/7/20222023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals Spark DSO, LLC First Lien Term Loan Reference Rate and Spread 3M SOFR + 7.75% Floor 1.00% Interest Rate 13.29%(5.75% PIK) Initial Acquisition Date 2/9/2022 Maturity Date 4/19/20262023-01-012023-12-310001860424Spark DSO, LLC Type Revolver2024-12-310001860424Non-controlled/Non-affiliated investments Equity Wholesale2023-12-310001860424srt:MaximumMember2023-01-012023-03-310001860424Non-controlled/Non-affiliated investments Equity Wholesale2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services2023-12-310001860424us-gaap:FairValueInputsLevel3Member2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Forest Products & Paper Jackson Paper Manufacturing Company Initial Term Loan Reference Rate and Spread 1M SOFR + 7.25% Floor 1.00% Interest Rate 11.90% Initial Acquisition Date 10/1/2021 Maturity Date 8/26/20262024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries Apryse Software Corp (fka PDFTron US Acquisition Corp.) 2024 Refinancing Term Loan Reference Rate and Spread 3M SOFR + 5.00% Floor 1.00% Interest Rate 9.59% Initial Acquisition Date 7/25/2024 Maturity Date 7/15/20272024-01-012024-12-310001860424ck0001860424:SumitomoMitsuiBankingCorporationMemberus-gaap:BaseRateMemberck0001860424:AfterReinvestmentPeriodMembersrt:MaximumMember2024-10-032024-10-030001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries Bullhorn, Inc. Amendment No. 1 Term Loan Reference Rate and Spread 1M SOFR + 5.50% Floor 1.00% Interest Rate 10.96% Initial Acquisition Date 11/10/2021 Maturity Date 9/30/20262023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Milestone Technologies, Inc. Term Loan (First Lien) Reference Rate and Spread 3M SOFR + 6.50% Floor 1.00% Interest Rate 12.00% Initial Acquisition Date 12/7/2022 Maturity Date 12/7/20282023-01-012023-12-310001860424srt:MaximumMember2024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Consumer Goods: Non-durable2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Montana Buyer Inc. Initial Term Loan Reference Rate and Spread 1M SOFR + 5.00% Floor 0.75% Interest Rate 9.36% Initial Acquisition Date 7/22/2022 Maturity Date 7/22/20292024-12-310001860424NON-CONTROLLED/NON-AFFILIATED INVESTMENTS DEBT INVESTMENTS CONSUMER GOODSNon-durable Connect America.com, L L C Term Loan B Reference Rate and Spread 3 M S O F R + 5.5% Floor 1.75% Interest Rate 9.83% Initial Acquisition Date 10/11/2024 Maturity Date 10/11/20292024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries GS AcquisitionCo, Inc. Initial Term Loan Reference Rate and Spread 3M SOFR + 5.50% Floor 1.00% Interest Rate 11.00% Initial Acquisition Date 11/3/2021 Maturity Date 5/25/20262023-12-310001860424ck0001860424:ConsumerGoodsNonDurableMember2024-12-310001860424NON-CONTROLLED/NON-AFFILIATED INVESTMENTS DEBT INVESTMENTS CONSUMER GOODS Durable Hy Cite Enterprises, L L C Term Loan Reference Rate and Spread 3 M S O F R + 8.00% Floor 1.50% Interest Rate 12.75% Initial Acquisition Date 11/12/2021 Maturity Date 11/10/20262024-01-012024-12-3100018604242023-10-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Wholesale IMB Midco LLC (formerly, WSP Midco LLC) Initial Term Loan Reference Rate and Spread 3M SOFR + 7.00% Floor 1.00% Interest Rate 12.53% Initial Acquisition Date 10/1/2021 Maturity Date 4/27/20272023-01-012023-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:SeniorLoansMember2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Containers, Packaging & Glass2024-12-310001860424Total Commitment2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Axiom Global Inc. Amendment No. 4 Refinancing Term Loan Reference Rate and Spread 3M SOFR + 4.75% Floor 0.75% Interest Rate 9.44% Initial Acquisition Date 8/1/2024 Maturity Date 10/2/20282024-01-012024-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:SeniorLoansMembersrt:WeightedAverageMemberck0001860424:ValuationTechniqueYieldAnalysisMemberck0001860424:MeasurementInputMarketYieldMember2023-12-3100018604242022-04-012022-06-300001860424ck0001860424:ForestProductsAndPaperMember2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Financial Services OneZero Financial Systems, LLC Delayed Draw Term Loan Reference Rate and Spread 3M SOFR + 5.0% Floor 0.75% Initial Acquisition Date 10/7/2024 Maturity Date 10/7/20312024-01-012024-12-310001860424us-gaap:FairValueInputsLevel3Member2023-01-012023-12-310001860424us-gaap:SeniorLoansMember2023-12-310001860424NON-CONTROLLED/NON-AFFILIATED INVESTMENTS DEBT INVESTMENTS CONSUMER GOODS Durable Hy Cite Enterprises, L L C Term Loan Reference Rate and Spread 3 M S O F R + 8.00% Floor 1.50% Interest Rate 12.75% Initial Acquisition Date 11/12/2021 Maturity Date 11/10/20262024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Forest Products & Paper Jackson Paper Manufacturing Company Initial Term Loan Reference Rate and Spread 1M SOFR + 7.25% Floor 1.00% Interest Rate 11.90% Initial Acquisition Date 10/1/2021 Maturity Date 8/26/20262024-12-310001860424Non-controlled/Non-affiliated investments2023-12-310001860424ck0001860424:OnexFalconDirectLendingBdcSpvLlcMemberck0001860424:SpvFacilityMember2022-06-282022-07-130001860424ck0001860424:OfferDateOctoberElevenTwoThousandTwentyFourMember2024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Beverage, Food & Tobacco BCPE North Star US Holdco 2, Inc Initial Term Loan (First Lien) Reference Rate and Spread 1M SOFR + 4.00% Floor 0.75% Interest Rate 8.47% Initial Acquisition Date 12/11/2024 Maturity Date 6/9/20282024-01-012024-12-310001860424us-gaap:FoodAndBeverageMember2023-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:SeniorLoansMemberck0001860424:ValuationTechniqueYieldAnalysisMembersrt:MinimumMemberck0001860424:MeasurementInputMarketYieldMember2023-12-310001860424Jackson Paper Manufacturing Company Type Revolver2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals Spark DSO, LLC Revolver Reference Rate and Spread 3M SOFR + 7.75% Floor 1.00% Interest Rate 12.49% (5.75% PIK) Initial Acquisition Date 2/9/2022 Maturity Date 4/20/20262024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Consumer Goods: Non-durable Connect America.com, L L C Incremental Term Facility Reference Rate and Spread 6 M S O F R + 7.00% Floor 1.00% Interest Rate 12.74% Initial Acquisition Date 4/6/2022 Maturity Date 6/30/20262023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Sovereign & Public Finance S4T Holdings Corp. Delayed Draw Term Loan Reference Rate and Spread M SOFR + 6.00% Floor 1.00% Interest Rate 10.47% Initial Acquisition Date 12/27/2021 Maturity Date 12/28/20262024-12-310001860424ck0001860424:SumitomoMitsuiBankingCorporationMemberus-gaap:BaseRateMemberck0001860424:ReinvestmentPeriodMembersrt:MaximumMember2024-10-032024-10-030001860424Accession Risk Management Group, Inc. Type Revolver 2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Automotive Crash Champions Intermediate, LLC Delayed Draw Term Loan Reference Rate and Spread 1M SOFR + 7.00% Floor 0.75% Interest Rate 12.36% Initial Acquisition Date 8/8/2022 Maturity Date 8/1/20292023-01-012023-12-310001860424ck0001860424:SixMonthSofrMember2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments2023-12-310001860424us-gaap:CashDistributionMember2024-01-012024-12-310001860424us-gaap:CashDistributionMemberck0001860424:DistributionDeclaredDateMayElevenTwoThousandTwentyThreeMember2023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Consumer Goods: Durable Hy Cite Enterprises, L L C Term Loan Reference Rate and Spread 3 M S O F R + 8.00% Floor 1.50% Interest Rate 13.65% Initial Acquisition Date 11/12/2021 Maturity Date 11/12/20262023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Milestone Technologies, Inc. Term Loan (First Lien) Reference Rate and Spread 3M SOFR + 6.75% Floor 1.00% Interest Rate 11.23% Initial Acquisition Date 12/7/2022 Maturity Date 12/7/20282024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services MIS Acquisition, LLC Revolving Loan Reference Rate and Spread 3M SOFR + 6.25% Floor 1.00% Initial Acquisition Date 11/16/2023 Maturity Date 11/17/20282024-01-012024-12-310001860424us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2023-01-012023-12-310001860424Liabilities in Excess of Other Assets2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Insurance Accession Risk Management Group, Inc. Supplemental Revolving Loan Reference Rate and Spread 3M SOFR + 4.75% Floor 0.75% Initial Acquisition Date 8/15/2024 Maturity Date 11/1/20292024-12-310001860424country:US2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals Celerion Buyer, Inc. Delayed Draw Term Loan Reference Rate and Spread 6M SOFR +6.50% Floor 0.75% Initial Acquisition Date 11/7/2022 Maturity Date 11/3/20292023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals APT Opco, LLC Senior Secured Term Loan Reference Rate and Spread 3M SOFR + 6.50% Floor 1.00% Interest Rate 11.09% Initial Acquisition Date 12/28/2021 Maturity Date 12/28/20262024-12-310001860424Total Net Assets2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Insurance Foundation Risk Partners, Corp. Term Loan Reference Rate and Spread 3M SOFR + 6.75% Floor 0.75% Interest Rate 12.20% Initial Acquisition Date 3/8/2023 Maturity Date 10/29/20282023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Insurance Accession Risk Management Group, Inc. Supplemental Revolving Loan Reference Rate and Spread 3M SOFR + 4.75% Floor 0.75% Initial Acquisition Date 8/15/2024 Maturity Date 11/1/20292024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Milestone Technologies, Inc. First Amendment Term Loan Reference Rate and Spread 3M SOFR + 6.75% Floor 1.00% Interest Rate 11.23% Initial Acquisition Date 1/3/2024 Maturity Date 12/7/20282024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries Medallia, Inc. Initial Term Loan Reference Rate and Spread 3M SOFR + 6.00% Floor 0.75% Interest Rate 11.95% (4.00% PIK) Initial Acquisition Date 10/29/2021 Maturity Date 10/29/20282023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries SailPoint Technologies Holdings Inc. Revolving Loan Reference Rate and Spread 1M SOFR + 6.00% Floor 0.75% Initial Acquisition Date 8/16/2022 Maturity Date 8/16/20282024-12-310001860424us-gaap:RevolvingCreditFacilityMember2024-10-030001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries SailPoint Technologies Holdings Inc. Revolving Loan Reference Rate and Spread 1M SOFR + 6.00% Floor 0.75% Initial Acquisition Date 8/16/2022 Maturity Date 8/16/20282023-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputEbitdaMultipleMemberck0001860424:ValuationTechniqueEnterpriseValueWaterfallMemberus-gaap:EquitySecuritiesMember2024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Wholesale IMB Midco LLC (formerly, WSP Midco LLC) Initial Term Loan Reference Rate and Spread 3M SOFR + 7.00% Floor 1.00% Interest Rate 12.53% Initial Acquisition Date 10/1/2021 Maturity Date 4/27/20272023-12-310001860424ck0001860424:SovereignAndPublicFinanceMember2023-12-310001860424us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberus-gaap:SeniorLoansMemberus-gaap:MeasurementInputDiscountRateMember2023-01-012023-12-310001860424us-gaap:SubsequentEventMember2025-03-050001860424Non-controlled/Non-affiliated investments Debt Investments Insurance Foundation Risk Partners, Corp. Delayed Draw Term Loan Reference Rate and Spread 3M SOFR + 5.25% Floor 0.75% Interest Rate 9.58% Initial Acquisition Date 3/8/2023 Maturity Date 10/29/20302024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Forest Products & Paper Jackson Paper Manufacturing Company Initial Term Loan Reference Rate and Spread 3M SOFR + 7.25% Floor 1.00% Interest Rate 12.79% Initial Acquisition Date 10/1/2021 Maturity Date 8/26/20262023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Financial Services The Edelman Financial Engines Center, LLC 2024 Refinancing Term Loan (Second Lien) Reference Rate and Spread 1M SOFR + 5.25% Interest Rate 9.61% Initial Acquisition Date 5/23/2024 Maturity Date 10/6/20282024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services AmSpec Parent, LLC Delayed Draw Term Loan Reference Rate and Spread 3M SOFR + 4.25% Initial Acquisition Date 12/20/2024 Maturity Date 12/20/20312024-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:SeniorLoansMemberck0001860424:ValuationTechniqueYieldAnalysisMemberck0001860424:MeasurementInputMarketYieldMembersrt:MinimumMember2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Transportation: Cargo2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Non-controlled/Non-affiliated investments Debt Investments Transportation: Cargo Keystone Purchaser, LLC Term Loan Reference Rate and Spread 1M SOFR + 5.75% Floor 1.00% Interest Rate 10.44% Initial Acquisition Date 2/1/2022 Maturity Date 5/7/20272024-01-012024-12-310001860424us-gaap:FairValueInputsLevel3Member2024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Insurance Accession Risk Management Group, Inc. 2024 Delayed Draw Term Loan Reference Rate and Spread 3M SOFR + 4.75% Floor 0.75% Initial Acquisition Date 8/15/2024 Maturity Date 11/1/20292024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Financial Services2024-12-310001860424us-gaap:CashDistributionMemberck0001860424:DistributionDeclaredDateMarchTwelveTwoThousandTwentyTwoMember2022-01-012022-12-310001860424us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberck0001860424:OnexCreditFinanceIICorporationMember2023-05-052023-05-050001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries Apryse Software Corp (fka PDFTron US Acquisition Corp.) 2023-1 Incremental Term Loan Reference Rate and Spread 1M SOFR + 6.00% Floor 1.00% Interest Rate 11.36% Initial Acquisition Date 3/21/2023 Maturity Date 7/15/20272023-12-310001860424us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberck0001860424:OnexFalconDirectLendingBdcSpvLlcMembersrt:MinimumMemberck0001860424:SpvFacilityMember2021-10-042021-10-040001860424Non-controlled/Non-affiliated investments Debt Investments Beverage, Food & Tobacco Project Cloud Holdings, LLC Revolving Loan Reference Rate and Spread 1M SOFR + 6.25% Floor 1.00% Interest Rate 10.71% Initial Acquisition Date 6/5/2023 Maturity Date 3/31/20282024-01-012024-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:SeniorLoansMember2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Automotive Crash Champions Intermediate, LLC Revolving Credit Loan Reference Rate and Spread PRIME + 5.25% Floor 0.75% Interest Rate 13.75% Initial Acquisition Date 8/8/2022 Maturity Date 8/1/20282023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals Celerion Buyer, Inc. Revolving Loan Reference Rate and Spread 3M SOFR +5.00% Floor 0.75% Initial Acquisition Date 11/7/2022 Maturity Date 11/3/20282024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Construction & Building Steele Solutions, Inc. Initial Term Loan Reference Rate and Spread 3M SOFR + 7.25% Floor 0.50% Interest Rate 12.91% Initial Acquisition Date 3/18/2022 Maturity Date 3/18/20272023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Sovereign & Public Finance Pansophic Learning Ltd. Senior Secured Term Loan Reference Rate and Spread 3M SOFR + 7.25% Floor 1.00% Interest Rate 12.90% Initial Acquisition Date 3/25/2022 Maturity Date 3/25/20272023-12-310001860424Foundation Risk Partners, Corp. Type Delayed Draw Term Loan2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals APT Opco, LLC Delayed Draw Term Loan Reference Rate and Spread 3M SOFR + 6.50% Floor 1.00% Interest Rate 11.15% Initial Acquisition Date 12/28/2021 Maturity Date 12/28/20262024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services ONBE, Inc. Initial Term Loan Reference Rate and Spread 1M SOFR + 5.50% Interest Rate 9.86% Initial Acquisition Date 7/25/2024 Maturity Date 7/25/20312024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Aerospace & Defense 2024-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputEbitdaMultipleMemberck0001860424:ValuationTechniqueEnterpriseValueWaterfallMembersrt:MaximumMemberus-gaap:EquitySecuritiesMember2024-12-310001860424ck0001860424:OnexCreditFinancingCorporationMember2022-09-080001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Milestone Technologies, Inc. Term Loan (First Lien) Reference Rate and Spread 3M SOFR + 6.75% Floor 1.00% Interest Rate 11.23% Initial Acquisition Date 12/7/2022 Maturity Date 12/7/20282024-01-012024-12-310001860424us-gaap:CashDistributionMemberck0001860424:DistributionDeclaredDateNovemberSixteenTwoThousandTwentyTwoMember2022-01-012022-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries Project Alpha Intermediate Holding, Inc. Incremental Second Lien Term Loan Reference Rate and Spread 1M SOFR + 5.00% Initial Acquisition Date 11/21/20242024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Beverage, Food & Tobacco Project Cloud Holdings, LLC Revolving Loan Reference Rate and Spread 1M SOFR + 6.50% Floor 1.00% Interest Rate 11.96% Initial Acquisition Date 4/10/2023 Maturity Date 3/31/20282023-01-012023-12-3100018604242021-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Forest Products & Paper Jackson Paper Manufacturing Company Revolving Loan Reference Rate and Spread 1M SOFR + 7.25% Floor 1.00% Initial Acquisition Date 10/1/2021 Maturity Date 8/26/20262024-01-012024-12-310001860424us-gaap:CommonStockMember2024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Wholesale2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Beverage, Food & Tobacco Project Cloud Holdings, LLC Term Loan Reference Rate and Spread 1M SOFR + 6.25% Floor 1.00% Interest Rate 10.71% Initial Acquisition Date 6/5/2023 Maturity Date 3/31/20292024-01-012024-12-310001860424ck0001860424:OnexFalconInvestmentAdvisorsLlcMember2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Insurance Foundation Risk Partners, Corp. Term Loan Reference Rate and Spread 3M SOFR + 5.25% Floor 0.75% Interest Rate 9.58% Initial Acquisition Date 3/8/2023 Maturity Date 10/29/20302024-12-310001860424ck0001860424:InsuranceMember2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals APT Opco, LLC Senior Secured Term Loan Reference Rate and Spread 3M SOFR + 6.50% Floor 1.00% Interest Rate 12.11% Initial Acquisition Date 12/28/2021 Maturity Date 12/28/20262023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Consumer Goods: Durable B C D I Meteor Acquisition, L L C Initial Term Loan Reference Rate and Spread 3 M S O F R + 7.00% Floor 1.00% Interest Rate 12.45% Initial Acquisition Date 12/29/2022 Maturity Date 10/29/20282023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Financial Services OneZero Financial Systems, LLC Initial Term Loan Reference Rate and Spread 3M SOFR + 5.0% Floor 0.75% Interest Rate 10.59%Initial Acquisition Date 10/7/2024 Maturity Date 10/7/20312024-12-310001860424Celerion Buyer Inc. Type Revolver2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Construction & Building Steele Solutions, Inc. Initial Term Loan Reference Rate and Spread 3M SOFR + 7.25% Floor 0.50% Interest Rate 12.91% Initial Acquisition Date 3/18/2022 Maturity Date 3/18/20272023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals2023-12-310001860424APT Opco, LLC Type Delayed Draw Term Loan2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals Celerion Buyer, Inc. Revolving Loan Reference Rate and Spread 6M SOFR +6.50% Floor 0.75% Initial Acquisition Date 11/7/2022 Maturity Date 11/3/20282023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Equity Consumer Goods: Non-durable Connect America.com, LLC Common Equity Initial Acquisition Date 12/15/20222024-12-310001860424Crash Champions Intermediate, LLC Type Revolver2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals APT Opco, LLC Delayed Draw Term Loan Reference Rate and Spread 3M SOFR + 6.50% Floor 1.00% Interest Rate 12.13% Initial Acquisition Date 12/28/2021 Maturity Date 12/28/20262023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries Apryse Software Corp (fka PDFTron US Acquisition Corp.) 2023-1 Incremental Delayed Draw Term Loan Reference Rate and Spread 1M SOFR + 6.00% Floor 1.00% Initial Acquisition Date 3/21/2023 Maturity Date 3/21/20252023-12-310001860424ck0001860424:AdministrationAgreementMember2023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Consumer Goods: Non-durable Wellful Inc. Amendment No. 1 Incremental Term Loan Reference Rate and Spread 3 M S O F R + 6.25% Floor 0.75% Interest Rate 11.72% Initial Acquisition Date 11/16/2021 Maturity Date 4/21/20272023-01-012023-12-3100018604242023-10-012023-10-010001860424Non-controlled/Non-affiliated investments Debt Investments Transportation: Cargo Keystone Purchaser, L L C Term Loan Reference Rate and Spread 6 M S O F R + 5.75% Floor 1.00% Interest Rate 11.64% Initial Acquisition Date 2/1/2022 Maturity Date 5/7/20272023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Sovereign & Public Finance S4T Holdings Corp. Delayed Draw Term Loan Reference Rate and Spread 1M SOFR + 6.00% Floor 1.00% Interest Rate 11.47% Initial Acquisition Date 12/27/2021 Maturity Date 12/27/20262023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Montana Buyer Inc. Revolving Loan Reference Rate and Spread FFR + 4.75% Floor 0.75% Interest Rate 11.11% Initial Acquisition Date 7/22/2022 Maturity Date 7/22/20282023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Wholesale IMB Midco LLC (formerly, WSP Midco LLC) Revolving Loan Reference Rate and Spread 3M SOFR + 7.00% Floor 1.00% Initial Acquisition Date 10/1/2021 Maturity Date 4/27/20272023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Construction & Building2024-12-310001860424us-gaap:SeniorLoansMemberus-gaap:FairValueInputsLevel2Member2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Financial Services The Ultimus Group Midco, LLC Revolving Loan Reference Rate and Spread 3M SOFR + 5.25% Floor 0.75% Initial Acquisition Date 3/7/2024 Maturity Date 3/7/20302024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Consumer Goods: Non-durable Connect America.com, L L C Incremental Term Facility Reference Rate and Spread 6 M S O F R + 7.00% Floor 1.00% Interest Rate 12.74% Initial Acquisition Date 4/6/2022 Maturity Date 6/30/20262023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Consumer Services Zips Car Wash, LLC Delayed Draw Term Loan Reference Rate and Spread 1M SOFR + 7.25% Floor 1.00% Interest Rate 12.71% Initial Acquisition Date 7/13/2022 Maturity Date 3/1/20242023-12-310001860424ck0001860424:WholesaleMember2024-12-3100018604242022-01-012022-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:SeniorLoansMemberck0001860424:MeasurementInputTransactionPriceMemberck0001860424:ValuationTechniqueRecentTransactionsMember2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals Amplity Parent, Inc. Restatement Date Term Loan (First Lien) Reference Rate and Spread 3M SOFR + 8.50% Floor 1.00% Interest Rate 13.11% (4.50% PIK) Initial Acquisition Date 2/4/2022 Maturity Date 1/31/20272024-12-310001860424Non-controlled/Non-affiliated investments Equity Wholesale IMB Holdco LLC (formerly, WSP Holdco LLC) Series P Units Initial Acquisition Date 5/15/20232024-01-012024-12-310001860424us-gaap:CommonStockMember2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries SailPoint Technologies Holdings Inc. Initial Term Loan Reference Rate and Spread 1M SOFR + 6.00% Floor 0.75% Interest Rate 10.52% Initial Acquisition Date 8/16/2022 Maturity Date 8/16/20292024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services MH Sub I, LLC (Micro Holding Corp.) Term Loan B4 Reference Rate and Spread 1M SOFR + 4.25% Interest Rate 8.61% Initial Acquisition Date 12/11/2024 Maturity Date 12/31/20312024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Beverage, Food & Tobacco Project Cloud Holdings, LLC Term Loan Reference Rate and Spread 1M SOFR + 6.25% Floor 1.00% Interest Rate 10.71% Initial Acquisition Date 6/5/2023 Maturity Date 3/31/20292024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Nielsen Consumer Inc. Ninth Amendment Dollar Refinancing Term Loan Reference Rate and Spread 1M SOFR + 4.75% Floor 0.50% Interest Rate 9.11% Initial Acquisition Date 6/18/2024 Maturity Date 3/6/20282024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals APT Opco, LLC Delayed Draw Term Loan Reference Rate and Spread 3M SOFR + 6.50% Floor 1.00% Interest Rate 11.15% Initial Acquisition Date 12/28/2021 Maturity Date 12/28/20262024-12-310001860424ck0001860424:SumitomoMitsuiBankingCorporationMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberck0001860424:ReinvestmentPeriodMember2024-10-032024-10-030001860424NON-CONTROLLED/NON-AFFILIATED INVESTMENTS DEBT INVESTMENTS CONSUMER GOODS Non-durable Wellful Inc Tranche B Term Loan Reference Rate and Spread 1 M S O F R + 6.25% Floor 1.00% Interest Rate 10.72% Initial Acquisition Date 12/19/2024 Maturity Date 10/19/20302024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Consumer Goods: Durable2023-12-310001860424us-gaap:DelayedDrawTermLoanMember2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Automotive Crash Champions Intermediate, LLC Initial Term Loan Reference Rate and Spread 1M SOFR + 7.00% Floor 0.75% Interest Rate 12.36% Initial Acquisition Date 8/8/2022 Maturity Date 8/1/20292023-12-310001860424us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberck0001860424:OnexCreditFinancingCorporationMember2022-09-082022-09-080001860424Non-controlled/Non-affiliated investments Debt Investments Sovereign & Public Finance S4T Holdings Corp. Delayed Draw Term Loan Reference Rate and Spread 1M SOFR + 6.00% Floor 1.00% Interest Rate 11.47% Initial Acquisition Date 12/27/2021 Maturity Date 12/27/20262023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Financial Services The Ultimus Group Midco, LLC Term Loan Reference Rate and Spread 3M SOFR + 5.25% Floor 0.75% Interest Rate 9.68% Initial Acquisition Date 3/7/2024 Maturity Date 3/7/20312024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Automotive Crash Champions Intermediate, LLC Delayed Draw Term Loan Reference Rate and Spread 1M SOFR + 7.00% Floor 0.75% Interest Rate 12.36% Initial Acquisition Date 8/8/2022 Maturity Date 8/1/20292023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries Bullhorn, Inc. Amendment No. 1 Term Loan Reference Rate and Spread 1M SOFR + 5.00% Floor 1.00% Interest Rate 9.36% Initial Acquisition Date 11/10/2021 Maturity Date 10/1/20292024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries SailPoint Technologies Holdings Inc. Initial Term Loan Reference Rate and Spread 1M SOFR + 6.00% Floor 0.75% Interest Rate 11.36% Initial Acquisition Date 8/16/2022 Maturity Date 8/16/20292023-12-310001860424SailPoint Technologies Holdings Inc. Type Revolver2023-12-310001860424us-gaap:SeniorLoansMember2024-12-310001860424ck0001860424:HighTechIndustriesMember2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services CoolSys, Inc. Closing Date Initial Term Loan Reference Rate and Spread 3M SOFR + 4.75% Floor 0.75% Interest Rate 9.42% Initial Acquisition Date 5/1/2024 Maturity Date 8/11/20282024-01-012024-12-310001860424Steele Solutions, Inc. Type Revolver2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Chemicals Plaskolite PPC Intermediate II LLC 2021-1 Refinancing Term Loan (First Lien) Reference Rate and Spread 3M SOFR + 4.00% Floor 0.00% Interest Rate 8.78% Initial Acquisition Date 8/20/2024 Maturity Date 12/15/20252024-01-012024-12-310001860424us-gaap:CommonStockMember2023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals Spark DSO, LLC First Lien Term Loan Reference Rate and Spread 3M SOFR + 7.75% Floor 1.00% Interest Rate 13.29%(5.75% PIK) Initial Acquisition Date 2/9/2022 Maturity Date 4/19/20262023-12-310001860424us-gaap:AdditionalPaidInCapitalMember2023-01-012023-12-310001860424us-gaap:EquitySecuritiesMember2023-12-310001860424ck0001860424:AdministrationAgreementMember2024-01-012024-12-310001860424us-gaap:PrimeRateMember2023-12-310001860424us-gaap:AdditionalPaidInCapitalMember2021-12-310001860424ck0001860424:ConsumerGoodsDurableMember2023-12-310001860424ck0001860424:SovereignAndPublicFinanceMember2024-12-310001860424Non-controlled/Non-affiliated investments Equity Wholesale IMB Holdco LLC (formerly, WSP Holdco LLC) Class A Common Units Initial Acquisition Date 10/1/20212024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Kelso Industries LLC Eight Amendment Term Loan Reference Rate and Spread 1M SOFR + 6.50% Floor 1.00% Interest Rate 12.02% Initial Acquisition Date 11/17/2023 Maturity Date 5/16/20272023-01-012023-12-310001860424us-gaap:AdditionalPaidInCapitalMember2022-01-012022-12-310001860424us-gaap:CommonStockMember2022-12-310001860424ck0001860424:TransportationCargoMember2024-12-310001860424us-gaap:PrimeRateMember2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Consumer Goods: Non-durable Wellful Inc. Initial Term Loan ( First Lien) Reference Rate and Spread 6 M S O F R + 6.25% Floor 0.75% Interest Rate 11.72% Initial Acquisition Date 11/16/2021 Maturity Date 4/21/20272023-01-012023-12-310001860424NON-CONTROLLED/NON-AFFILIATED INVESTMENTS DEBT INVESTMENTS CONSUMER GOODS Non-durable Wellful Inc Tranche B Term Loan Reference Rate and Spread 1 M S O F R + 6.25% Floor 1.00% Interest Rate 10.72% Initial Acquisition Date 12/19/2024 Maturity Date 10/19/20302024-12-310001860424us-gaap:FairValueInputsLevel2Member2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals Celerion Buyer, Inc. Delayed Draw Term Loan Reference Rate and Spread 6M SOFR +6.50% Floor 0.75% Initial Acquisition Date 11/7/2022 Maturity Date 11/3/20292023-01-012023-12-310001860424us-gaap:CommonStockMember2023-12-310001860424ck0001860424:OnexFalconDirectLendingBdcSpvLlcMemberck0001860424:SpvFacilityMember2022-07-142023-01-130001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals Spark DSO, LLC Revolver Reference Rate and Spread 1M SOFR + 7.75% Floor 1.00% Interest Rate 13.29% (5.75% PIK) Initial Acquisition Date 2/9/2022 Maturity Date 4/19/20262023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services2024-12-310001860424MIS Acquisition, LLC Type Revolver2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services BCP V Everise Acquisition LLC Term B Loan (First Lien) Reference Rate and Spread 3M SOFR + 6.00% Interest Rate 10.57% Initial Acquisition Date 12/14/2023 Maturity Date 12/14/20292024-12-310001860424Kelso Industries LLC. Type Revolver2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Montana Buyer Inc. Initial Term Loan Reference Rate and Spread 1M SOFR + 5.00% Floor 0.75% Interest Rate 9.36% Initial Acquisition Date 7/22/2022 Maturity Date 7/22/20292024-01-012024-12-3100018604242022-10-012022-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services MIS Acquisition, LLC Initial Term Loan Reference Rate and Spread 3M SOFR + 6.75% Floor 1.00% Interest Rate 12.12% Initial Acquisition Date 11/16/2023 Maturity Date 11/17/20282023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Montana Buyer Inc. Initial Term Loan Reference Rate and Spread 1M SOFR + 5.75% Floor 0.75% Interest Rate 11.11% Initial Acquisition Date 7/22/2022 Maturity Date 7/22/20292023-01-012023-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:EquitySecuritiesMember2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals Amplity Parent, Inc. Restatement Date Term Loan (First Lien) Reference Rate and Spread 1M SOFR + 7.50% Floor 1.00% Interest Rate 12.96% (1.50% PIK) Initial Acquisition Date 2/4/2022 Maturity Date 1/31/20272023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Financial Services The Ultimus Group Midco, LLC Term Loan Reference Rate and Spread 3M SOFR + 5.25% Floor 0.75% Interest Rate 9.68% Initial Acquisition Date 3/7/2024 Maturity Date 3/7/20312024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries Medallia, Inc. Initial Term Loan Reference Rate and Spread 3M SOFR + 6.50% Floor 0.75% Interest Rate 10.85% (4.00% PIK) Initial Acquisition Date 10/29/2021 Maturity Date 10/29/20282024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Equity Sovereign & Public Finance2024-12-310001860424Non-controlled/Non-affiliated investments Equity Wholesale IMB Holdco LLC (formerly, WSP Holdco LLC) Series P Units Initial Acquisition Date 5/15/20232023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services MIS Acquisition, LLC Revolving Loan Reference Rate and Spread 3M SOFR + 6.75% Floor 1.00% Initial Acquisition Date 11/16/2023 Maturity Date 11/17/20282023-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:SeniorLoansMemberck0001860424:ValuationTechniqueEnterpriseValueWaterfallMemberus-gaap:MeasurementInputEbitdaMultipleMembersrt:MaximumMember2024-12-310001860424Amplity Parent, Inc. Type Revolver2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals Amplity Parent, Inc. Revolving Credit Facility Reference Rate and Spread 3M SOFR + 8.50% Floor 1.00% Interest Rate 13.11% (4.50% PIK) Initial Acquisition Date 2/4/2022 Maturity Date 1/31/20272024-12-310001860424ck0001860424:OnexFalconDirectLendingBdcSpvLlcMemberck0001860424:PriorToOneYearAnniversaryOfClosingDateMember2024-10-032024-10-030001860424us-gaap:CommonStockMember2021-12-310001860424us-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberck0001860424:ValuationTechniqueEnterpriseValueWaterfallMemberus-gaap:MeasurementInputEbitdaMultipleMemberus-gaap:EquitySecuritiesMember2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Insurance Accession Risk Management Group, Inc. Term Loan Reference Rate and Spread 3M SOFR + 4.75% Floor 0.75% Interest Rate 9.33% Initial Acquisition Date 10/30/2024 Maturity Date 11/1/20292024-12-310001860424Total Net Assets2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Construction & Building Steele Solutions, Inc. Revolving Loan Reference Rate and Spread 3M SOFR + 7.75% Floor 0.50% Initial Acquisition Date 3/18/2022 Maturity Date 3/18/20272024-01-012024-12-310001860424us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2022-01-012022-12-310001860424Non-controlled/Non-affiliated investments Equity Wholesale IMB Holdco LLC (formerly, WSP Holdco LLC) Series Z Units Initial Acquisition Date 5/20/20242024-12-310001860424ck0001860424:SumitomoMitsuiBankingCorporationMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberck0001860424:ReinvestmentPeriodMembersrt:MaximumMember2024-10-032024-10-030001860424Non-controlled/Non-affiliated investments Debt Investments Business Services AmSpec Parent, LLC Term Loan B Reference Rate and Spread 3M SOFR + 4.25% Interest Rate 8.58% Initial Acquisition Date 12/12/2024 Maturity Date 12/11/20312024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Consumer Goods: Non-durable2023-12-310001860424ck0001860424:InvestmentAdvisoryAgreementMember2023-01-012023-06-300001860424us-gaap:BaseRateMemberck0001860424:SumitomoMitsuiBankingCorporationMembersrt:MinimumMemberck0001860424:AfterReinvestmentPeriodMember2024-10-032024-10-030001860424Spark DSO, LLC Type Revolver2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Kelso Industries LLC Revolving Loan Reference Rate and Spread 1M SOFR + 6.50% Floor 1.00% Interest Rate 12.04% Initial Acquisition Date 11/17/2023 Maturity Date 5/16/20272023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals Celerion Buyer, Inc. Term Loan (First Lien) Reference Rate and Spread 3M SOFR +5.00% Floor 0.75% Interest Rate 9.53% Initial Acquisition Date 11/7/2022 Maturity Date 11/5/20292024-01-012024-12-310001860424ck0001860424:SumitomoMitsuiBankingCorporationMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberck0001860424:AfterReinvestmentPeriodMembersrt:MaximumMember2024-10-032024-10-030001860424Non-controlled/Non-affiliated investments Debt Investments Transportation: Cargo AIT Worldwide Logistics Holdings, Inc. Add-on Term Loan B Reference Rate and Spread 3M SOFR + 4.75% Floor 0.75% Interest Rate 9.28% Initial Acquisition Date 11/14/2024 Maturity Date 4/8/20302024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Milestone Technologies, Inc. Revolving Loan Reference Rate and Spread 3M SOFR + 6.50% Floor 1.00% Interest Rate 12.00% Initial Acquisition Date 12/7/2022 Maturity Date 12/8/20282023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Beverage, Food & Tobacco Project Cloud Holdings, LLC Delayed Draw Term Loan Reference Rate and Spread 1M SOFR + 6.50% Floor 1.00% Interest Rate 11.96% Initial Acquisition Date 4/10/2023 Maturity Date 3/31/20292023-01-012023-12-310001860424ck0001860424:OnexFalconDirectLendingBdcSpvLlcMemberck0001860424:SpvFacilityMembersrt:MaximumMember2021-10-042021-10-040001860424Non-controlled/Non-affiliated investments Equity Consumer Goods: Non-durable2023-12-310001860424ck0001860424:InvestmentAdvisoryAgreementMember2023-01-012023-12-310001860424NON-CONTROLLED/NON-AFFILIATED INVESTMENTS DEBT INVESTMENTS CONSUMER GOODS Non-durable Wellful Inc. Tranche A Term Loan Reference Rate and Spread 1 M SOFR + 5.00% Floor 1.00% Interest Rate 9.48% Initial Acquisition Date 12/31/2024 Maturity Date 4/19/2030 2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals MMS Bidco LLC Term Loan (First Lien) Reference Rate and Spread 6M SOFR +6.00% Floor 1.00% Interest Rate 11.69% Initial Acquisition Date 6/30/2022 Maturity Date 6/30/20272023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Montana Buyer Inc. Initial Term Loan Reference Rate and Spread 1M SOFR + 5.75% Floor 0.75% Interest Rate 11.11% Initial Acquisition Date 7/22/2022 Maturity Date 7/22/20292023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Kelso Industries LLC Eight Amendment Term Loan Reference Rate and Spread 1M SOFR + 6.50% Floor 1.00% Interest Rate 12.02% Initial Acquisition Date 11/17/2023 Maturity Date 5/16/20272023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Sovereign & Public Finance S4T Holdings Corp. Delayed Draw Term Loan Reference Rate and Spread M SOFR + 6.00% Floor 1.00% Interest Rate 10.47% Initial Acquisition Date 12/27/2021 Maturity Date 12/28/20262024-01-012024-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:SeniorLoansMemberck0001860424:ValuationTechniqueYieldAnalysisMemberck0001860424:MeasurementInputMarketYieldMember2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Automotive Crash Champions Intermediate, LLC 2022 Term Loan Reference Rate and Spread 1M SOFR + 7.00% Floor 0.75% Interest Rate 12.36% Initial Acquisition Date 8/8/2022 Maturity Date 8/1/20292023-01-012023-12-310001860424S4T Holdings Corp. Type Delayed Draw Term Loan2023-12-310001860424OneZero Financial Systems, LLC Type Delayed Draw Term Loan2024-12-310001860424NON-CONTROLLED/NON-AFFILIATED INVESTMENTS DEBT INVESTMENTS CONSUMER GOODSDurable B C D I Meteor Acquisition, L L C Initial Term Loan Reference Rate and Spread 3 M SO FR + 7.00% Floor 1.00% Interest Rate 11.43% Initial Acquisition Date 12/29/2022 Maturity Date 6/29/20282024-01-012024-12-310001860424ck0001860424:RevolvingOcfIiLoanMember2023-12-310001860424ck0001860424:OnexFalconDirectLendingBdcSpvLlcMemberck0001860424:SpvFacilityMember2023-04-0400018604242025-03-050001860424Crash Champions Intermediate, LLC Type Delayed Draw Term Loan2023-12-310001860424Project Cloud Holdings, LLC Type Delayed Draw Term Loan2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Forest Products & Paper Jackson Paper Manufacturing Company Initial Term Loan Reference Rate and Spread 3M SOFR + 7.25% Floor 1.00% Interest Rate 12.79% Initial Acquisition Date 10/1/2021 Maturity Date 8/26/20262023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Consumer Goods: Non-durable Wellful Inc. Initial Term Loan ( First Lien) Reference Rate and Spread 6 M S O F R + 6.25% Floor 0.75% Interest Rate 11.72% Initial Acquisition Date 11/16/2021 Maturity Date 4/21/20272023-12-310001860424srt:MinimumMember2023-10-012023-10-010001860424Total Commitment2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Forest Products & Paper Jackson Paper Manufacturing Company Revolving Loan Reference Rate and Spread 3M SOFR + 7.25% Floor 1.00% Initial Acquisition Date 10/1/2021 Maturity Date 8/26/20262023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Equity2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Beverage, Food & Tobacco BCPE North Star US Holdco 2, Inc Initial Term Loan (First Lien) Reference Rate and Spread 1M SOFR + 4.00% Floor 0.75% Interest Rate 8.47% Initial Acquisition Date 12/11/2024 Maturity Date 6/9/20282024-12-310001860424us-gaap:RetainedEarningsMember2023-01-012023-12-310001860424us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberck0001860424:OnexFalconDirectLendingBdcSpvLlcMemberck0001860424:SpvFacilityMember2024-01-012024-12-310001860424ck0001860424:OnexCreditFinanceIICorporationMember2023-05-052023-05-050001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals MMS Bidco LLC Term Loan (First Lien) Reference Rate and Spread 6M SOFR +5.38% Floor 1.00% Interest Rate 9.80% Initial Acquisition Date 6/30/2022 Maturity Date 6/30/20292024-12-310001860424us-gaap:AdditionalPaidInCapitalMember2022-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services MIS Acquisition, LLC Revolving Loan Reference Rate and Spread 3M SOFR + 6.75% Floor 1.00% Initial Acquisition Date 11/16/2023 Maturity Date 11/17/20282023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Equity Business Services2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Automotive2024-12-310001860424Amspec Parent Type Delayed Draw Term Loan2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals APT Opco, LLC Senior Secured Term Loan Reference Rate and Spread 3M SOFR + 6.50% Floor 1.00% Interest Rate 12.11% Initial Acquisition Date 12/28/2021 Maturity Date 12/28/20262023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Wholesale IMB Midco LLC (formerly, WSP Midco LLC) Revolving Loan Reference Rate and Spread 3M SOFR + 7.00% Floor 1.00% Initial Acquisition Date 10/1/2021 Maturity Date 4/27/20282024-01-012024-12-310001860424us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberus-gaap:SeniorLoansMembersrt:WeightedAverageMemberus-gaap:MeasurementInputDiscountRateMember2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Chemicals Plaskolite PPC Intermediate II LLC 2021-1 Refinancing Term Loan (First Lien) Reference Rate and Spread 3M SOFR + 4.00% Floor 0.00% Interest Rate 8.78% Initial Acquisition Date 8/20/2024 Maturity Date 12/15/20252024-12-3100018604242021-01-012021-12-310001860424ck0001860424:SumitomoMitsuiBankingCorporationMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberck0001860424:ReinvestmentPeriodMembersrt:MinimumMember2024-10-032024-10-030001860424ck0001860424:HealthcareAndPharmaceuticalsMember2023-12-310001860424us-gaap:FoodAndBeverageMember2024-12-310001860424ck0001860424:OnexCreditFinanceIICorporationMember2024-01-012024-12-310001860424us-gaap:AdditionalPaidInCapitalMember2024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Beverage, Food & Tobacco Project Cloud Holdings, LLC Revolving Loan Reference Rate and Spread 1M SOFR + 6.50% Floor 1.00% Interest Rate 11.96% Initial Acquisition Date 4/10/2023 Maturity Date 3/31/20282023-12-310001860424ck0001860424:OnexFalconDirectLendingBdcSpvLlcMemberck0001860424:PriorToTwoYearAnniversaryOfClosingDateMember2024-10-032024-10-030001860424us-gaap:FairValueInputsLevel3Memberus-gaap:SeniorLoansMemberck0001860424:ValuationTechniqueYieldAnalysisMemberck0001860424:MeasurementInputMarketYieldMember2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries GS AcquisitionCo, Inc. Initial Term Loan Reference Rate and Spread 3M SOFR + 5.50% Floor 1.00% Interest Rate 11.00% Initial Acquisition Date 11/3/2021 Maturity Date 5/25/20262023-01-012023-12-310001860424SailPoint Technologies Holdings Inc. Type Revolver2024-12-3100018604242021-10-012021-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals APT Opco, LLC Delayed Draw Term Loan Reference Rate and Spread 3M SOFR + 6.50% Floor 1.00% Interest Rate 12.13% Initial Acquisition Date 12/28/2021 Maturity Date 12/28/20262023-01-012023-12-310001860424ck0001860424:InvestmentAdvisoryAgreementMember2024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Wholesale IMB Midco LLC (formerly, WSP Midco LLC) Revolving Loan Reference Rate and Spread 3M SOFR + 7.00% Floor 1.00% Initial Acquisition Date 10/1/2021 Maturity Date 4/27/20272024-01-012024-12-310001860424ck0001860424:HighTechIndustriesMember2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Montana Buyer Inc. Revolving Loan Reference Rate and Spread PRIME + 4.00% Floor 0.75% Interest Rate 10.35% Initial Acquisition Date 7/22/2022 Maturity Date 7/22/20282024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Equity2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Business Services Teneo Holdings LLC Initial Term Loan Reference Rate and Spread 3M SOFR + 4.75% Floor 1.00% Interest Rate 9.11% Initial Acquisition Date 10/18/2024 Maturity Date 3/13/20312024-01-012024-12-310001860424ck0001860424:OnexCreditFinanceIICorporationMember2023-05-050001860424Non-controlled/Non-affiliated investments Equity Consumer Goods: Non-durable Connect America.com, LLC Common Equity Initial Acquisition Date 12/15/20222023-01-012023-12-310001860424Apryse Software Corp (fka PDFTron US Acquisition Corp.) Type Delayed Draw Term Loan2023-12-310001860424us-gaap:CashDistributionMemberck0001860424:DistributionDeclaredDateMarchTwentyNineTwoThousandTwentyTwoMember2022-01-012022-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Insurance Asurion, LLC New B-12 Term Loan (First Lien) Reference Rate and Spread 1M SOFR + 4.25% Interest Rate 8.61% Initial Acquisition Date 9/13/2024 Maturity Date 9/19/20302024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries SailPoint Technologies Holdings Inc. Revolving Loan Reference Rate and Spread 1M SOFR + 6.00% Floor 0.75% Initial Acquisition Date 8/16/2022 Maturity Date 8/16/20282024-01-012024-12-310001860424ck0001860424:OnexFalconDirectLendingBdcSpvLlcMemberck0001860424:SpvFacilityMember2024-01-012024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Consumer Services Zips Car Wash, LLC Delayed Draw Term Loan Reference Rate and Spread 1M SOFR + 7.25% Floor 1.00% Interest Rate 12.71% Initial Acquisition Date 7/13/2022 Maturity Date 3/1/20242023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Wholesale IMB Midco LLC (formerly, WSP Midco LLC) Revolving Loan Reference Rate and Spread 3M SOFR + 7.00% Floor 1.00% Initial Acquisition Date 10/1/2021 Maturity Date 4/27/20272023-01-012023-12-310001860424ck0001860424:BusinessServicesMember2024-12-310001860424us-gaap:CashDistributionMember2023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Sovereign & Public Finance2023-12-310001860424ck0001860424:ConstructionBuildingMember2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Chemicals Hexion Holdings Corporation 2024 Refinancing Term Loan Reference Rate and Spread 1M SOFR + 4.00% Floor 0.50% Interest Rate 8.45% Initial Acquisition Date 12/19/2024 Maturity Date 3/15/20292024-12-310001860424Non-controlled/Non-affiliated investments Equity Wholesale IMB Holdco LLC (formerly, WSP Holdco LLC) Class A Common Units Initial Acquisition Date 10/1/20212023-01-012023-12-310001860424us-gaap:FairValueInputsLevel3Membersrt:MinimumMemberck0001860424:ValuationTechniqueEnterpriseValueWaterfallMemberus-gaap:MeasurementInputEbitdaMultipleMemberus-gaap:EquitySecuritiesMember2023-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:SeniorLoansMember2024-01-012024-12-310001860424ck0001860424:OfferDateOctoberThirteenTwoThousandTwentyThreeMember2023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Automotive2023-12-310001860424us-gaap:FairValueInputsLevel3Member2022-12-310001860424Non-controlled/Non-affiliated investments Equity Business Services KeyData Associates Inc. Common Equity Initial Acquisition Date 10/1/20212024-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:SeniorLoansMemberus-gaap:MeasurementInputDiscountRateMember2024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Healthcare & Pharmaceuticals Amplity Parent, Inc. Restatement Date Term Loan (First Lien) Reference Rate and Spread 1M SOFR + 7.50% Floor 1.00% Interest Rate 12.96% (1.50% PIK) Initial Acquisition Date 2/4/2022 Maturity Date 1/31/20272023-01-012023-12-310001860424us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2022-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Sovereign & Public Finance2024-12-310001860424ck0001860424:SixMonthSofrMember2024-12-310001860424country:US2023-12-310001860424Non-controlled/Non-affiliated investments Debt Investments Insurance Accession Risk Management Group, Inc. Term Loan Reference Rate and Spread 3M SOFR + 4.75% Floor 0.75% Interest Rate 9.33% Initial Acquisition Date 10/30/2024 Maturity Date 11/1/20292024-01-012024-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:SeniorLoansMemberus-gaap:MeasurementInputEbitdaMultipleMemberck0001860424:ValuationTechniqueEnterpriseValueWaterfallMember2024-01-012024-12-310001860424ck0001860424:SMBCFacilityMember2024-12-310001860424ck0001860424:OfferDateAprilSeventeenTwoThousandTwentyThreeMember2023-01-012023-12-310001860424Non-controlled/Non-affiliated investments Equity Business Services Milestone Technologies, Inc. (Maverick Acquisition Holdings, LP) Common Equity Initial Acquisition Date 12/7/20222024-12-310001860424us-gaap:FairValueInputsLevel3Memberus-gaap:SeniorLoansMemberus-gaap:MeasurementInputEbitdaMultipleMemberck0001860424:ValuationTechniqueEnterpriseValueWaterfallMember2024-12-310001860424ck0001860424:SumitomoMitsuiBankingCorporationMember2024-10-030001860424ck0001860424:OnexFalconDirectLendingBdcSpvLlcMemberck0001860424:SpvFacilityMember2021-10-040001860424us-gaap:FairValueInputsLevel3Memberus-gaap:EquitySecuritiesMember2024-12-310001860424IMB Midco LLC (formerly, WSP Midco LLC) Type Revolver2024-12-3100018604242024-12-310001860424Non-controlled/Non-affiliated investments Debt Investments High Tech Industries Commscope, LLC Initial Term Loan Reference Rate and Spread 1M SOFR + 5.50% Floor 2.00% Interest Rate 9.86% Initial Acquisition Date 10/30/2024 Maturity Date 12/17/20292024-12-31xbrli:purexbrli:sharesck0001860424:Segmentiso4217:USDxbrli:sharesiso4217:USD

eae

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2024

☐ 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: 814-01405

Onex Direct Lending BDC Fund

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State of Incorporation)

86-3687484

(I.R.S Employer Identification No.)

930 Sylvan Avenue

Englewood Cliffs, NJ 07632

(Address of principal executive offices)

(201) 541-2121

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol	Name of each exchange on which registered
None	None	None

Securities registered pursuant to Section 12(g) of the Act:

Common shares of beneficial interest, par value $0.001 per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ☐ No ☒

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 ☒ 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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☐

		Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There is currently no established public market for the registrant’s Common Shares of beneficial interest, $0.001 par value per share (“Common Shares”).

The registrant had 10,797,540 Common Shares, $0.001 par value per share, outstanding as of March 5, 2025.


		Page
PART I		6
Item 1.	Business	6
Item 1A.	Risk Factors	46
Item 1B.	Unresolved Staff Comments	78
Item 1C.	Cybersecurity	78
Item 2.	Properties	79
Item 3.	Legal Proceedings	79
Item 4.	Mine Safety Disclosures	80

PART II		81
Item 5.	Market For Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	81
Item 6.	[Reserved.]	81
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	81
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	98
Item 8.	Consolidated Financial Statements and Supplementary Data	100
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	127
Item 9A.	Controls and Procedures	127
Item 9B.	Other Information	128
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	128

PART III		129
Item 10.	Trustees, Executive Officers and Corporate Governance	129
Item 11.	Executive Compensation	132
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	133
Item 13.	Certain Relationships and Related Transactions, and Trustee Independence	133
Item 14.	Principal Accountant Fees and Services	140

PART IV		142
Item 15.	Exhibits and Consolidated Financial Statement Schedules	142
Signatures		144

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report on Form 10-K (the “Annual Report”) contains forward-looking statements that involve substantial known and unknown risks, uncertainties and other factors. Undue reliance should not be placed on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our company, our current and prospective portfolio investments, our industry, our beliefs and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” 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:

•

our future operating results;

•

our business prospects and the prospects of the companies in which we may invest;

•

the impact of the investments that we expect to make;

•

our ability to raise sufficient capital to execute our investment strategy;

•

the impact of geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing conflicts between Russia and Ukraine and in the Middle East;

•

general economic, logistical and political trends and other external factors, including inflation and supply chain and labor market disruptions;

•

turmoil in Ukraine and Russia and in the Middle East and the potential for volatility in energy prices and its impact on the industries in which we invest;

•

the ability of our portfolio companies to achieve their objectives;

•

our current and expected financing arrangements and investments;

•

changes in the general interest rate environment;

•

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

•

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

•

our contractual arrangements and relationships with third parties;

•

actual and potential conflicts of interest with Onex Credit Advisor, LLC (the “Adviser”) and its affiliates, and its senior investment team;

•

the elevating levels of inflation, and its impact on our portfolio companies and on the industries in which we may invest;

•

the dependence of our future success on the general economy and its effect on the industries in which we may invest;

•

our use of financial leverage, including the use of borrowed money to finance a portion of our investments;

•

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

•

the impact of any future acquisitions or divestitures;

•

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 business development company (“BDC”) and as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”);

•

the effect of changes to tax legislation and our tax position; and

•

the tax status of the enterprises in which we may invest.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult

any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

PART I

Item 1. Business.

General

The Onex Direct Lending BDC Fund (“we,” “us,” or “our,” or the “Company”), a Delaware statutory trust formed on April 27, 2021, is a non-diversified, closed-end management investment company that has elected to be treated as a BDC under Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes, we have elected to be treated, and intend to qualify annually, as a RIC under Subchapter M of the Code. As a BDC and a RIC, we must comply with certain regulatory requirements. See “Item 1. Business—Regulation” and “Item 1. Business—Material U.S. Federal Income Tax Considerations.”

We are externally managed by the Adviser, which is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). To achieve our investment objective, we will leverage Onex Credit’s (as defined below) investment team’s 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. The Adviser is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis.

Effective March 5, 2024, Falcon Investment Advisors, LLC (formerly known as Onex Falcon Investment Advisors, LLC), the Company’s prior investment adviser (the “Prior Adviser”), assigned the Investment Advisory Agreement (as defined herein) to the Adviser, a wholly-owned subsidiary of Onex Corp., pursuant to Rule 2a-6 under the 1940 Act. Accordingly, the Adviser is now the Company’s investment adviser. The Company and the Adviser amended and restated the Investment Advisory Agreement in its entirety to acknowledge such assignment. There will be no change to the fees, nor to the personnel overseeing the provision of investment management services to the Company.

Our investment objective is to generate current income while preserving capital and, to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. We seek to meet our investment objectives by:

•

investing in high-quality1 senior secured first lien loans to “middle market companies” with an emphasis on generating steady income with capital preservation through a diversified portfolio;

•

combining top of the balance sheet loans (i.e., senior secured loans) with rationally calibrated risk-adjusted pricing, leading to investments generating attractive returns with reduced volatility relative to public credit;

•

seeking to maintain low loss rates by avoiding deals that we believe have higher potential credit risk;

•

capitalizing on lender-favorable direct lending market trends, including (i) higher interest rates allowing for higher yields on floating rate investments; (ii) increased market share from syndicated markets; (iii) borrowers opting for lender-friendly economics and terms in favor of execution certainty; (iv) less competition in the middle market compared to the upper middle market, with ample deal flow for true middle market lenders; and

•

leveraging the sector and research expertise of the broader Onex platform to deliver differentiated sourcing, deeper underwriting, and superior results.2

We seek to make investments in high-quality senior secured first lien loans and other credit investments of “middle market companies” located in the United States. We define “middle market companies” generally to mean companies with earnings before interest expense, income tax expense, depreciation and amortization, or “EBITDA,” between $35 million and $100 million annually, and even though we will not seek to invest in such opportunities, we may on occasion invest in smaller or larger companies if an opportunity presents itself. Most of our investments will be in private U.S. companies (subject to compliance with the regulatory requirement that a BDC invest at least 70% of its assets in private U.S. companies); however, we also expect to invest from time to time in Canadian, European and other non-U.S. companies. We expect to invest primarily in high-quality first lien senior secured loans, and, to a lesser extent, second-lien loans, last-out tranches of unitranche loans and other credit investments. When we invest in such loans, we may acquire equity securities, such as warrants, options and convertible instruments, as well. We may also invest in total return swaps (“TRS”), which are contracts in which one party agrees to make periodic payments to another party based on the

1 We define “high-quality” as investments deemed by the Adviser, after diligence and underwriting, to have favorable risk-reward characteristics including, but not limited to, a low probability of default, favorable investment terms, and an appropriate capital structure to companies of high creditworthiness with stable cash flow generation.

2 Policies and procedures implemented by Onex (as defined herein) from time to time (including as may be implemented in the future) to mitigate potential conflicts of interest and address certain regulatory requirements and contractual restrictions may reduce the synergies across Onex’s areas of operation or expertise that we draw on for purposes of pursuing attractive investment opportunities.

change in the market value of the assets underlying the TRS, which may include a specified security, basket of securities or securities indices during a specified period, in return for periodic payments based on a fixed or variable interest rate.

Our approach generally combines top of the balance sheet loans with rationally calibrated risk-adjusted pricing, leading to investments that we believe offer an attractive blend of consistent income generation and downside protection. We also prioritize portfolio companies with strong management teams that understand and manage their key environmental and social risks and demonstrate good governance practices. We focus on financing buyouts, acquisition opportunities, organic growth of businesses, refinancing, recapitalizations, spin-offs and take-privates.

The loans in which we invest will generally pay floating interest rates based on a variable base rate. The senior secured loans and bonds in which we will primarily invest generally have stated terms of five to eight years, but the expected average life of such investments is generally between three and five years. However, there is no limit on the maturity or duration of any security we may hold in our portfolio. Loans and securities purchased in the secondary market will generally have shorter remaining terms to maturity than newly issued investments. We expect most of our debt investments will be unrated. Our debt investments may also be rated by a nationally recognized statistical rating organization, and, in such case, generally will carry a rating below investment grade (rated lower than “Baa3” by Moody’s Investors Service, Inc. or lower than “BBB-” by Standard & Poor’s Ratings Services). We expect that our unrated debt investments will generally have credit quality consistent with below investment grade securities. In addition, we may invest in collateralized loan obligations (“CLOs”), in which case we will have the right to receive payments only from the CLOs, and will generally not have direct rights against the underlying borrowers or entities that sponsored the CLOs, which means we will not be able to directly enforce any rights and remedies in the event of a default of a loan held by a CLO vehicle.

We may, but are not required to, enter into interest rate, foreign exchange or other derivative agreements to hedge interest rate, currency, credit or other risks, but we do not generally intend to enter into any such derivative agreements for speculative purposes. Any derivative agreements entered into for speculative purposes are not expected to be material to our business or results of operations. These hedging activities, which will be in compliance with applicable legal and regulatory requirements, may include the use of futures, options and forward contracts. We will bear the costs incurred in connection with entering into, administering and settling any such derivative contracts. There can be no assurance any hedging strategy we employ will be successful.

We employ leverage as market conditions permit and at the discretion of the Adviser, but in no event will leverage employed exceed the limitations set forth in the 1940 Act. Pursuant to the 1940 Act, we are required to have an asset coverage of at least 150% (i.e., the amount of debt may not exceed two-thirds of the value of our assets). We use leverage in the form of borrowings, including loans from certain financial institutions and the issuance of debt securities. We may also use leverage in the form of the issuance of preferred shares, but do not currently intend to do so. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. Any such leverage, if incurred, would be expected to increase the total capital available for investment by us.

We may borrow money from time to time if immediately after such borrowing, the ratio of our total assets (less total liabilities other than indebtedness represented by senior securities) to our total indebtedness represented by senior securities plus preferred stock, if any, is at least 150%. This means that generally, we can borrow up to $2 for every $1 of investor equity.

Investments

Our underwriting process is geared towards principal protection and risk/return calibration and will include an assessment of both the absolute value of a prospective investment as well as relative value across the portfolio and the broader opportunity set. Our Adviser conducts due diligence on prospective portfolio companies. In conducting its due diligence, our Adviser uses information provided by the company and its management team, publicly available information, information from its extensive relationships with former and current management teams, consultants, competitors and investment bankers and the direct experience of the senior partners of our affiliates.

When identifying prospective investment opportunities, the Adviser currently relies on a combination of quantitative and qualitative information derived through due diligence with deep investing experience gained from evaluating thousands of investment opportunities. The Adviser seeks to invest in companies possessing the following attributes, which it believes will help achieve our investment objective:

•

high-quality management;

•

strong market positions;

•

demonstrable cash flow;

•

seasoned and incentivized management teams; and

•

healthy historical performance.

We may co-invest on a concurrent basis with our affiliates, subject to compliance with applicable regulations and our allocation procedures. Certain types of negotiated co-investments may be made only in accordance with the terms of the exemptive order we received from the U.S. Securities and Exchange Commission (the “SEC”) permitting us to do so. On March 29, 2022, the SEC issued an order, which was amended on September 26, 2023, granting our application for exemptive relief to co-invest, subject to the satisfaction of certain conditions, in certain private placement transactions, with other funds managed by the Adviser or its affiliates. Under the terms of such exemptive order, in order for us to participate in a co-investment transaction, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent trustees must conclude that (i) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to us and our shareholders and do not involve overreaching with respect to us or our shareholders on the part of any person concerned, and (ii) the proposed transaction is consistent with the interests of our shareholders and is consistent with our investment objectives and strategies and certain criteria established by the board of trustees (the “Board”). There is no guarantee that the Board will be able to make such findings.

Upon the completion of due diligence and a decision to seek approval for an investment in a company, the professionals leading the proposed investment generally present the investment opportunity to and seek approval in accordance with our investment approval process. Additional due diligence with respect to any investment may be conducted on our behalf by attorneys and accountants prior to the closing of the investment, as well as other outside advisers, as appropriate.

The following is a representative list of the industries in which we have invested as of December 31, 2024. We may also invest in other industries if we are presented with attractive opportunities.

•

Aerospace & Defense

•

Automotive

•

Beverage, Food & Tobacco

•

Business Services

•

Chemicals

•

Construction & Building

•

Consumer Goods: Durable

•

Consumer Goods: Non-durable

•

Consumer Services

•

Containers, Packaging & Glass

•

Financial Services

•

Forest Products & Paper

•

Healthcare & Pharmaceuticals

•

High Tech Industries

•

Insurance

•

Sovereign & Public Finance

•

Transportation: Cargo

•

Wholesale

During the year ended December 31, 2024, we invested $209.7 million, comprised of investments in 31 new portfolio companies and incremental commitments to existing portfolio companies, as well as draws made on existing commitments and payment-in-kind (“PIK”) received on existing investments. The weighted average yield on our total debt portfolio was 10.46% and 12.11% as of December 31, 2024 and 2023, respectively. For the years ended December 31, 2024 and 2023, the total return based on net asset value (“NAV”) and taking into account distributions and reinvestment of any distributions was 7.9% and 11.1%, respectively.

As of December 31, 2024, our portfolio consisted of 50 portfolio companies with 99% in secured debt and 1% in common and preferred equity. As of December 31, 2023, our portfolio consisted of 30 portfolio companies with 99% in secured debt and 1% in common and preferred equity. As of December 31, 2024, the percentage of Level 2 securities, consisting primarily of broadly syndicated loans, increased from 3% to 21% based on fair market value.

The following table summarizes our top ten portfolio companies and industries based on fair value as of December 31, 2024:


Portfolio Company	% of Portfolio	Industry	% of Portfolio
Foundation Risk Partners, Corp.	5.6%	Business Services	19.3%
Medallia, Inc.	4.9%	High Tech Industries	18.9%
BCDI Meteor Acquisition, LLC	4.7%	Healthcare & Pharmaceuticals	16.7%
MMS Bidco LLC	4.7%	Consumer Goods: Durable	8.9%
Hy Cite Enterprises, LLC	4.2%	Insurance	6.6%
APT Opco, LLC	4.1%	Consumer Goods: Non-durable	5.0%
Keystone Purchaser, LLC	4.0%	Transportation: Cargo	4.7%
S4T Holdings Corp.	3.9%	Sovereign & Public Finance	3.9%
Wellful Inc.	3.4%	Construction & Building	2.6%
Apryse Software Corp (fka PDFTron US Acquisition Corp.)	3.4%	Beverage, Food & Tobacco	2.6%

The following table summarizes our top ten portfolio companies and industries based on fair value as of December 31, 2023:


Portfolio Company	% of Portfolio	Industry	% of Portfolio
Foundation Risk Partners, Corp.	5.5%	Healthcare & Pharmaceuticals	17.8%
Hy Cite Enterprises, LLC	5.0%	High Tech Industries	17.1%
MIS Acquisition, LLC	4.7%	Business Services	16.4%
Connect America.com, LLC	4.7%	Consumer Goods: Durable	9.6%
Medallia, Inc.	4.7%	Consumer Goods: Non-durable	7.9%
MMS Bidco LLC	4.6%	Sovereign & Public Finance	6.2%
BCDI Meteor Acquisition, LLC	4.6%	Insurance	5.5%
SailPoint Technologies Holdings Inc.	4.3%	Transportation: Cargo	3.8%
Montana Buyer Inc.	4.1%	Automotive	3.6%
APT Opco, LLC	4.0%	Beverage, Food & Tobacco	3.2%

Investment Valuation Process

The Board has designated the Adviser as its “valuation designee” pursuant to Rule 2a-5 under the 1940 Act, and in that role the Adviser is responsible for performing fair value determinations relating to all of the Company’s investments, including periodically assessing and managing any material valuation risks and establishing and applying fair value methodologies, in accordance with valuation policies and procedures that have been approved by the Board. Although the Board designated the Adviser as “valuation designee,” the Board ultimately is responsible for fair value determinations under the 1940 Act.

Investments for which market quotes are readily available are typically valued at the average bid and ask prices of such market quotes, which are generally obtained from independent pricing services, broker-dealers or market makers. To validate market quotes, the Company will utilize a number of factors to determine if the quotes are representative of fair value, including the source and number of the quotes. Debt and equity securities for which market quotes are not readily available or are deemed not to represent fair value, are valued at fair value as determined in good faith by the Adviser, in accordance with a valuation policy approved by the Board and a consistently applied valuation process, which includes input from management and independent valuation firms that have been engaged to assist in the valuation of portfolio investments without readily available market quotes. Accordingly, such investments go through the Company’s multi-step valuation process as described below. Investments purchased within the quarter before the valuation date may each be valued at cost, unless such valuation, in the judgment of the Adviser, does not represent fair value.

The Adviser undertakes a multi-step valuation process, which includes, among other procedures, the following:

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The Company’s quarterly valuation process begins with each portfolio company or investment being initially valued using certain inputs, among others, provided by the Onex Credit investment professionals that are responsible for the portfolio investment;

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Preliminary valuation conclusions are then documented and discussed with the Adviser's valuation committee;

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At least once annually, the valuation for each portfolio investment is reviewed by an independent valuation firm. In each case, the Company’s independent third-party valuation firms consider observable market inputs together with significant unobservable inputs in arriving at their valuation recommendations for such investments; and

•

The Adviser then reviews the valuations and determines the fair value of each investment.

As part of the valuation process, the Adviser may consider other information and may use valuation methods including but not limited to (i) market quotes for similar investments, (ii) recent trading activity, (iii) discounting forecasted cash flows of the

investment, (iv) models that consider the implied yields from comparable debt, (v) third party appraisals, (vi) sale negotiations and purchase offers received from independent parties and (vii) estimated value of underlying assets to be received in any liquidation or restructuring.

As part of the valuation process, the Adviser will primarily use the “income approach” by using a present value technique that discounts the estimated contractual cash flows. Discount rates applied to estimated contractual cash flows for an underlying asset vary by specific investment, industry, priority and nature of the debt security and are assessed relative to leveraged loan and high-yield bond indices at the valuation date. The use of market indices as part of the valuation methodology is subject to adjustment for many factors, including priority, collateral used as security, structure, performance and other quantitative and qualitative attributes of the asset being valued. When an external event such as a purchase transaction, public offering or subsequent equity or debt sale occurs, the Board or its delegates will consider whether the pricing indicated by the external event corroborates its valuation.

When the Company determines its NAV as of the last day of a month that is not also the last day of a calendar quarter, the Company intends to update the value of securities with reliable market quotes to the most recent market quotation. For securities without reliable market quotes, the Adviser’s valuation team will generally value such assets at the most recent quarterly valuation unless the Adviser determines that a significant observable change has occurred since the most recent quarter end with respect to the investment (which determination may be as a result of a material event at a portfolio company, material change in market spreads, secondary market transaction in the securities of an investment or otherwise). If the Adviser’s valuation team determines such a change has occurred with respect to one or more investments, the Adviser’s valuation team will determine whether to update the value for each relevant investment, using positive assurance from an independent valuation firm where applicable in accordance with our valuation policy, pursuant to authority delegated by the Board.

Financial Accounting Standards Board Accounting Standards Codification Topic 820: Fair Value Measurements and Disclosures (“ASC 820”) specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. ASC 820 also provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings and provides for enhanced disclosures determined by the level of information used in the valuation.

We classify the inputs used to measure fair values into the following hierarchy:

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Level 1—Valuations are based on quoted prices in active markets for identical assets or liabilities that are accessible to the Company at the measurement date.

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Level 2—Valuations are based on similar assets or liabilities in active markets, or quoted prices identical or similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly and model-based valuation techniques for which all significant inputs are observable.

•

Level 3—Valuations are based on inputs that are unobservable and significant to the overall fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models incorporating significant unobservable inputs, such as discounted cash flow models and other similar valuation techniques. The valuation of Level 3 assets and liabilities generally requires significant management judgment due to the inability to observe inputs to valuation.

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 Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and it considers factors specific to the investment.

Transfers between levels, if any, are recognized at the beginning of the year in which the transfer occurs. In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC 820. Consistent with the valuation policy, the Company evaluates the source of inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When a security is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), the Company subjects those prices to various additional 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 reviews pricing provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs. Some additional factors considered include the number of prices obtained as well as an assessment as to their quality, such as the depth of the relevant market relative to the size of the Company’s position.

A determination of fair value involves subjective judgments and estimates and depends on the facts and circumstances present at each valuation date. 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, including the impact of changes in broader market indices and credit spreads, 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.

Term

Our Common Shares are non-exchange traded, meaning our shares are not listed for trading on a stock exchange or other securities market. We are a perpetual-life BDC, meaning we are an investment vehicle of indefinite duration, whose Common Shares are intended to be sold by us quarterly on a continuous basis at a price generally equal to our quarterly NAV per share; however, we may sell Common Shares intra-quarter. In our perpetual-life structure, we may offer investors an opportunity to tender their shares for repurchase by us on a quarterly basis, but we are not obligated to offer to repurchase any Common Shares in any particular quarter in our discretion. We believe that our perpetual nature enables us to execute a patient and opportunistic strategy and be able to invest across different market environments. This may reduce the risk of us being a forced seller of assets in market downturns compared to non-perpetual funds. While we may consider a liquidity event (e.g., a merger or sale) at any time in the future, we currently do not intend to undertake a liquidity event, and we are not obligated by our charter or otherwise to effect a liquidity event at any time. We will not list our Common Shares on a national securities exchange unless the holders of a majority of the outstanding Common Shares vote to approve such listing.

Private Offering

To date we have conducted a private offering (the “Private Offering”) of our Common Shares to investors in reliance on exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”).

The Private Offering is being conducted in reliance on Regulation D under the Securities Act. Investors in the Private Offering are required to be “accredited investors” as defined in Regulation D of the Securities Act. We will also offer Common Shares offshore in reliance on Regulation S of the Securities Act. Common Shares will be offered for subscription on a continuous basis. Each investor in the Private Offering will purchase Common Shares pursuant to a subscription agreement entered into with us (a “Subscription Agreement”).

Subscriptions to purchase Common Shares are made on an ongoing basis pursuant to accepted subscription orders effective as of the first business day of each quarter (based on the NAV per share as determined as of the last day of the preceding quarter), or if intra-quarter, the first business day of a month (based on the NAV per share as determined as of the last day of the preceding month) and to be accepted, a subscription request including the full subscription amount and payment must be received in good order at least five business days prior to the first day of the quarter or month, as applicable (unless waived by the Adviser).

Notice of each share transaction will be furnished to shareholders (or their financial representatives) as soon as practicable but not later than seven business days after our NAV is determined and credited to the shareholder’s account, together with information relevant for personal and tax records. While a shareholder will not know the NAV applicable on the effective date of the share purchase, our NAV applicable to a purchase of shares will be available generally within 20 business days after the effective date of the share purchase; at that time, the number of shares based on that NAV and each shareholder’s purchase will be determined and shares are credited to the shareholder’s account as of the effective date of the share purchase.

The following table summarizes the total shares issued and proceeds received during the year ended December 31, 2024:


Period Ended	Shares Issued		Proceeds Received
March 31, 2024		21,853	$	532,335
June 30, 2024		158,415		3,859,000
September 30, 2024		—		—
December 31, 2024		1,581,385		37,000,000
		1,761,653	$	41,391,335

The following table summarizes the total shares issued and proceeds received during the year ended December 31, 2023:


Period Ended	Shares Issued		Proceeds Received
March 31, 2023		44,339	$	1,088,965
June 30, 2023		18,186		445,000
September 30, 2023		637,710		15,694,043
December 31, 2023		38,744		950,000
		738,979		18,178,008

Share Repurchase Program

We do not intend to list our Common Shares on a securities exchange and do not expect there to be a public market for our Common Shares. As a result, the ability to sell Common Shares will be limited.

We commenced a quarterly share repurchase program during the first quarter of 2023. In each quarter, we expect to repurchase up to 5% of Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. Although we intend to offer to repurchase up to 5% of our Common Shares outstanding in each quarter, the Board has in the past, and may in the future, increase the size of the tender offer, if the Board determines such an increase to be in the best interest of the Company and its shareholders. The Board may amend, suspend or terminate the share repurchase program at any time if it deems such action to be in our best interest and the best interest of shareholders. 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 (the “Exchange Act”), and the 1940 Act. All shares purchased by us 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, we expect to repurchase shares pursuant to tender offers on a certain date (the “Repurchase Date”) using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date. For example, if you purchase shares as of July 1, 2024, and you tender those shares on June 30, 2025, such shares will be subject to the Early Repurchase Deduction. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by us for the benefit of remaining shareholders.

In the event the amount of shares tendered exceeds the repurchase offer amount, shares will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted in the next quarterly tender offer, or upon the recommencement of the share repurchase program, as applicable.

The following table presents the share repurchases completed during the year ended December 31, 2024:


Tender Offer Date	Tender Offer Expiration Date	Total Number of Shares the Company Offered to Repurchase		Price Paid per Share		Total Number of Shares Repurchased		Maximum Number of Shares that may yet be purchased under the repurchase plan (1)
January 12, 2024	February 9, 2024		736,400	$	24.36		677,139		—
April 15, 2024	May 10, 2024		531,022	$	24.36		314,031		—
July 15, 2024	August 9, 2024		525,744	$	23.98		223,570		—
October 11, 2024	November 8, 2024		722,113	$	23.42		695,492		—
							1,910,232

(1)

All repurchase requests were satisfied in full.

The following table presents the share repurchases completed during the year ended December 31, 2023:


Tender Offer Date	Tender Offer Expiration Date	Total Number of Shares the Company Offered to Repurchase		Price Paid per Share		Total Number of Shares Repurchased		Maximum Number of Shares that may yet be purchased under the repurchase plan (1)
January 13, 2023	February 10, 2023		622,786	$	24.56		418,189		—
April 17, 2023	May 12, 2023		613,037	$	24.47		549,357		—
July 17, 2023	August 11, 2023		1,786,378	$	24.61		1,515,317		—
October 13, 2023	November 9, 2023		560,843	$	24.52		292,023		—
							2,774,886

(1)

All repurchase requests were satisfied in full.

Distributions

To qualify for tax treatment as a RIC, we must distribute (or be treated as distributing) in each taxable year at least 90% of our investment company taxable income and our net tax-exempt income for such taxable year. Generally, we intend to distribute to our shareholders, at least annually, substantially all of our investment company taxable income and net capital gains, if any. As a RIC, we generally will not be subject to corporate-level U.S. federal income tax on our taxable income and net capital gains that we distribute to shareholders. We may be subject to a nondeductible 4% U.S. federal excise tax if we do not distribute (or are not treated as distributing) in each calendar year an amount at least equal to the sum of (i) 98% of our ordinary income for the calendar year; (ii) 98.2% of our capital gains in excess of our capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 of the calendar year, and (iii) any ordinary income and capital gains for previous years that were not distributed during those years.

While we intend to distribute income and capital gains to minimize exposure to the 4% excise tax, we may not be able to, or may not choose to, distribute amounts sufficient to avoid the imposition of the excise tax entirely. In that event, we will be liable for the tax only on the amount by which we do not meet the foregoing distribution requirement.

On March 5, 2025, the Board declared a distribution of $0.55 per share for shareholders of record on March 5, 2025, payable on March 20, 2025.

Dividend Reinvestment Plan

We have adopted a dividend reinvestment plan (the “DRP”), pursuant to which we will reinvest all cash distributions declared by the Board on behalf of our shareholders who do not elect to receive all or a portion of their distributions in cash as provided below. As a result, if the Board authorizes, and we declare, a cash distribution, then our shareholders who have not opted out of our DRP will have their cash distributions automatically reinvested in additional Common Shares as described below, rather than receiving the cash distribution. Distributions of fractional Common Shares will be credited to each participating shareholder’s account to three decimal places.

A participating shareholder will receive an amount of Common Shares equal to the amount of the distribution on that participant’s Common Shares divided by the NAV per Common Share as of the last day of our fiscal quarter immediately preceding the date such distribution was declared, provided that in the event a distribution is declared on the last day of a fiscal quarter, the NAV shall be deemed to be the NAV per Common Share as of such day.

We intend to use newly issued common shares to implement the DRP.

No action is required on the part of a shareholder to have his, her or its cash distribution reinvested in our Common Shares. Shareholders can elect to “opt out” of our DRP in their Subscription Agreement. A shareholder may elect to receive its entire dividend or a portion of its dividend in cash at any time by notifying our transfer agent in writing. If, however, a shareholder requests to change its election, it must do so at least 10 business days prior to a distribution. Otherwise, the request will be effective only with respect to distributions made after the 10 business days following such shareholder’s request to change its election.

There are no brokerage charges or other charges to shareholders who participate in the DRP.

The DRP may be terminated by us at any time upon notice in writing mailed to each shareholder of record.

During each quarter, our transfer agent or another designated agent will mail and/or make electronically available to each participant in the DRP, a statement of account describing, as to such participant, the distributions received during such quarter, the number of common shares purchased during such quarter, and the per share purchase price for such shares. Annually, as required by the Code, we (or the applicable withholding agent) will include tax information for income earned on shares under the DRP on a Form 1099-DIV that is mailed to shareholders subject to Internal Revenue Service (“IRS”) tax reporting. We reserve the right to amend, suspend or terminate the DRP. U.S. Bancorp Fund Services, LLC acts as the administrator of the DRP.

The following table summarizes the distribution declarations and common shares issued pursuant to the DRP for the year ended December 31, 2024:


Date Declared	Record Date	Payment Date	Amount Per Share		Distribution Declared		DRP Shares Issued
March 1, 2024	March 5, 2024	March 21, 2024	$	0.77	$	8,116,595		79,402
May 9, 2024	May 14, 2024	June 20, 2024		0.70		7,325,374		50,065
August 7, 2024	August 13, 2024	September 19, 2024		0.68		6,998,094		24,587
November 6, 2024	November 12, 2024	December 19, 2024		0.67		7,303,916		19,969
			$	2.82	$	29,743,979		174,023

The following table summarizes the distribution declarations and common shares issued pursuant to the DRP for the year ended December 31, 2023:


Date Declared	Record Date	Payment Date	Amount Per Share		Distribution Declared		DRP Shares Issued
March 2, 2023	March 2, 2023	March 23, 2023	$	0.58	$	7,007,486		178,875
May 11, 2023	May 16, 2023	June 22, 2023		0.60		7,037,746		179,607
August 9, 2023	August 15, 2023	September 21, 2023		0.70		7,717,295		185,275
November 8, 2023	November 8, 2023	December 21, 2023		0.77		8,441,950		190,654
December 7, 2023	December 7, 2023	December 21, 2023		0.17		1,863,807		42,092
			$	2.82	$	32,068,284		776,503

Our Adviser

The Adviser is an investment adviser registered with the SEC under the Advisers Act and, serves as our investment adviser pursuant to an investment advisory agreement between us and the Adviser (the “Investment Advisory Agreement”). The principal executive offices of our Adviser are located at 930 Sylvan Avenue, Englewood Cliffs, NJ 07632. Pursuant to the Investment Advisory Agreement, the Adviser manages us on a day-to-day basis and is responsible for sourcing, reviewing and structuring investment opportunities for us, underwriting and performing due diligence on our investments and monitoring our investment portfolio on an ongoing basis.

Our Adviser leverages the broader resources of Onex and the entire Onex Credit Platform (as defined below). 3

Our Adviser’s investment committee for the direct lending strategy (the “Investment Committee”) is responsible for reviewing and approving our investment opportunities. The Investment Committee review process is multi-step and iterative and occurs in parallel with the diligence and structuring of investments. The Investment Committee utilizes a consensus-driven approach and currently consists of the following senior investment professionals: Ronnie Jaber, Andy Wishner, Bala Ramakrishnan, Chad Valerio, and Aniket Kotnis (observer). Others who participate in the investment committee process include the entire investment team of the Adviser and all other senior members of the Adviser.

Prior to July 1, 2023, the base management fee was payable quarterly in arrears at an annual rate of 1.25% of our total assets (excluding cash and cash equivalents) at the end of the most recently completed calendar quarter. As of July 1, 2023, the base management fee is calculated at an annual rate of 1.25% of our net assets as of the end of the most recently completed calendar quarter; provided that the base management fee shall not be greater than 1.25% of our total assets (excluding cash and cash equivalents) at the end of the most recently completed calendar quarter. We will also pay the Adviser incentive fees based on income and capital gains. For purposes of the incentive fee calculations, each calendar quarter comprising the relevant trailing twelve quarters that commenced prior to October 1, 2023, shall be known as a “Legacy Fee Quarter,” while a calendar quarter that commenced on or after October 1, 2023 shall be known as a “Current Fee Quarter.” The income component of the incentive fee will be the amount, if positive, equal to 15.0%, with respect to each Legacy Fee Quarter, and 12.5%, with respect to each Current Fee Quarter, of the aggregate net investment income before incentive compensation earned for the most recent calendar quarter and the preceding eleven calendar quarters (or if shorter, the number of calendar quarters that have occurred since commencement of operations), less aggregate income incentive compensation previously paid and/or waived with respect to the first eleven calendar quarters (or the portion thereof) included in the relevant trailing twelve quarters. The income component of the incentive fee is subject to a 7.0% hurdle on our net assets at the beginning of each applicable calendar quarter and subject to a cap of 15.0% during the relevant Legacy Fee Quarters and 12.5% during the relevant Current Fee Quarters of the cumulative net return comprising the relevant trailing twelve quarters. The capital gains component of the incentive fee will be the amount, if positive, equal to 15.0%, prior to October 1, 2023, and 12.5%,

3 Policies and procedures implemented by Onex (as defined herein) from time to time (including as may be implemented in the future) to mitigate potential conflicts of interest and address certain regulatory requirements and contractual restrictions may reduce the synergies across Onex’s areas of operation or expertise that we draw on for purposes of pursuing attractive investment opportunities.

beginning October 1, 2023, of the aggregate realized capital gains (computed net of realized capital losses and unrealized capital depreciation, if any) for the most recent calendar quarter and the preceding eleven calendar quarters (or if shorter, the number of calendar quarters that have occurred since commencement of the fund), less capital gains incentive compensation previously paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant trailing twelve quarters.

The members of the senior management and investment team of the Onex Credit Platform serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do, or of investment funds managed by the same personnel. Our investment objective may overlap with the investment objectives of such investment funds, accounts or other investment vehicles. As a result, the Adviser, its officers and employees and certain of its affiliates will have conflicts of interest in allocating their time between us and other activities in which they are or may become involved, including the management of its affiliated equipment funds.

Our Administrator

The Adviser, subject to the overall supervision of the Board, also serves as our administrator (the “Administrator”) pursuant to an administration agreement between us and the Adviser (the “Administration Agreement”) and provides the administrative services necessary for us to operate. The Administrator hired a sub-administrator, U.S. Bank Global Fund Services, to assist in the provision of administrative services. The sub-administrator will receive compensation from us for its sub-administrative services under a sub-administration agreement.

Onex Corporation

The Adviser is a subsidiary of Onex Corporation (“Onex Corp.” and together with its subsidiaries and affiliates, “Onex”). Onex Corp. is an investor and asset manager that invests capital on behalf of Onex Corp. shareholders and clients across the globe. Formed in 1984, Onex Corp. has a long track record of creating value for its clients and shareholders. Onex’s two primary businesses are Private Equity and Credit. In Private Equity, Onex raises funds from third-party investors, or limited partners, and invests them, along with Onex Corp.’s own investing capital, through the funds of its private equity platforms, Onex Partners and ONCAP. Similarly, Onex’s Credit team (the “Onex Credit Platform” or “Onex Credit”) raises and invests capital across several private credit, public credit and public equity strategies. Onex’s investors include a broad range of global clients, including public and private pension plans, sovereign wealth funds, insurance companies and family offices. In total, as of December 31, 2024, Onex had approximately $51.1 billion of assets under management, of which $8.5 billion was its own investing capital. With offices in Toronto, New York, New Jersey and London, Onex and its experienced management teams are collectively the largest investors across Onex’s platforms.

As of December 31, 2024, the Onex Credit Platform had approximately $25.2 billion in assets under management. Onex Corp. provides the Adviser with an established network of relationships with commercial and investment banks, finance companies and other investment funds as a result of the long track record of its investment professionals.

Market Opportunity

The leveraged finance market has grown dramatically since the global financial crisis in 2008-2009, more than doubling in size across leveraged loans, high yield, and private credit.4 Regulatory and structural changes in the market have reduced the amount of capital available from traditional lending sources. Many commercial and investment banks have de-emphasized their service and product offerings as they seek to meet leveraged lending guidelines, shared national credit guidelines, regulatory capital requirements and other regulatory limitations. As traditional lending markets have pulled back, private credit has taken market share from syndicated markets. The need for financing remains acute, particularly in the middle market where companies may not be able to access traditional public sources of capital. As direct lending capital provides certainty of price, capital availability and execution to the borrower, borrowers are more often accepting lender-friendly economics and documentation in favor of execution offered by private credit solutions.

4 Source: Preqin, Credit Suisse Leveraged Loan Index and ICE BofA High Yield Index.

Size of the Leveraged Finance Market5

Since 2008, the U.S. leveraged finance market has more than doubled in size to $3.8 trillion, driven by strong performance through the global financial crisis and investor demand for yield, U.S. private credit has grown substantially over this period, as new bank regulation post-global financial crisis deterred banks from holding leveraged credit on their balance sheets and direct lenders and other non-bank corporate lenders stepped in to the fill the void.6 In particular, the U.S. direct lending assets under management increased from $25.7 billion at the end of 2008 to $485.3 billion as of June 2024, increasing by 19x.7

    US Leveraged Finance Market Has More Than Doubled Since the Global Financial Crisis

   

Rapid Growth in Private Credit Markets Provides a Compelling Opportunity

Regulatory and structural changes in the market have reduced the amount of capital available from traditional lending sources. Annual private debt raised has grown materially post-global financial crisis to meet this gap in supply of capital from traditional bank channels. Onex Credit has a proven track record through various cycles, and we believe has the workout experience that many competitors do not.

Opportunity in the Core Middle Market

The U.S. middle market represents one of the largest segments of the U.S. economy and accounts for an outsized share of revenues, employees and total number of businesses. Onex Credit and the Adviser believe that their strategy is well-suited to address the needs of borrowers looking for senior debt financing to execute on a wide range of transactions. While there are numerous lenders targeting the middle market, Onex Credit and the Adviser believe there is a scarcity of direct lenders that have Onex Credit’s depth of sector expertise and long-dated historical track record of low loss rates. The Adviser believes that Onex Credit’s experience provides significant advantages towards managing a portfolio that generates steady income while focusing on capital preservation. Onex Credit and the Adviser believe that the current state of financing options creates an advantageous environment for experienced credit investors, as the momentum in direct lending continues due to a variety of factors, including execution certainty for borrowers in exchange for more favorable terms and information access for lenders.

The middle market is one of the most active and growing segments for private credit deal flow. Making high-quality loans in the middle market, as compared to making broadly-syndicated loans in the upper middle market, offers many advantages to lenders, such as: (i) typically one or more financial covenants; (ii) direct access to ownership and/or management throughout due diligence and in

5 As of December 31, 2024. Credit Suisse Leveraged Loan Index par amount for U.S. Leveraged Loan Market, ICE BofA High Yield Index face value for U.S. High Yield Market, and Preqin for U.S. Private Credit Market.

6 Source: S&P LCD Leveraged Lending Review 2021 and 2022 Outlook.

7 Source: Preqin as of January 2025.

post-closing; and (iii) less competitive market segment with ample deal flow despite lower mergers and acquisitions activity in the broader market.

Onex Credit and the Adviser remain committed and focused on the middle market for senior direct lending opportunities. The following table details that along several lines of comparison, middle market loans are more attractive than those in the upper middle market and broadly syndicated space.

1 Broadly Syndicated Leverage Loans per Pitchbook | LCD Q4 2024 Quarterly Trend Lines; Upper Middle Market Direct Lending per KBRA DLD Monthly Insights & Outlook Report – December 2024.

Competitive Strengths

The Adviser believes that a disciplined approach to origination, fundamental credit analysis, portfolio construction and risk management will allow us to seek to deliver steady income while preserving our capital. The Adviser believes that we represent an attractive investment opportunity for the following reasons:

Cohesive Team with Access to the Broader Onex Platform 8

We believe the Adviser’s team is well positioned to invest in this strategy successfully due to a combination of (i) global fundamental credit expertise, (ii) a team of seasoned credit investors, (iii) a historical track record of lower loss rates than peers and the broader market9, and (iv) high-quality structuring and sourcing capabilities. We believe that these are key drivers for the successful deployment of capital in this asset class and the current market environment.

The Onex Credit team consists of approximately 45 investment professionals with deep industry expertise, and benefits from the considerable institutional resources allocated to researching and understanding the industries in which Onex Corp. invests across its platforms. The investment team has invested in our core sectors of focus through multiple credit cycles. The Onex Credit Platform’s

8 Policies and procedures implemented by Onex (as defined herein) from time to time (including as may be implemented in the future) to mitigate potential conflicts of interest and address certain regulatory requirements and contractual restrictions may reduce the synergies across Onex’s areas of operation or expertise that we draw on for purposes of pursuing attractive investment opportunities.

9 Onex Credit bases its default rates on the history of its Senior Loan Strategies. For the purpose of calculating the default rates, Onex Credit excludes senior loan strategies that are not invested primarily (> 50%) in broadly syndicated senior secured loans. The “Senior Loan Strategies” include Onex Credit’s senior loan funds, separately managed accounts, and all U.S. CLOs in issue over the relevant time period, all of which are or were invested primarily in broadly syndicated senior secured loans and selectively in other loan and bond investments. Default Rates. The annualized default rate for the Senior Loan Strategies is calculated as the average of the annual default rates over the period from December 2007 for the Senior Loan Strategies (or from inception for other strategies) through December 2024. The source of historical U.S. market default rates is JPM’s U.S. High-Yield and Leveraged Loan Strategy. The rate is calculated as the average leveraged loan default rate from December 2007 to December 31, 2024 using each year’s LTM rate at December 31. Loss Rates. Annualized loss rates following defaults are calculated as the annual loss rates over the period from inception through December 31, 2024. When available, the ultimate loss is used; where ultimate loss is unknown, market value at time of default is used. The source of historical market loss rates is JPM’s U.S. High-Yield and Leveraged Loan Strategy. The market loss rate is calculated as the product of (i) the annualized default rates and (ii) 1 minus the corresponding annualized recovery rates.

broadly syndicated loan and high yield bond portfolios have historically outperformed the market in defaults by focusing on loss avoidance. Onex Credit has had a lower default rate on senior loan strategies (broadly syndicated loans and high yield bonds) than the U.S. leveraged loan index in 16 of the last 17 years.10 Since 2008, Onex Credit’s average U.S. annual default rate has been 1/6 of the index: 0.4% Onex senior loans vs 2.6% index default rate. In addition, Onex Credit has invested approximately $3.2 billion across direct lending strategies since 2017, resulting in a low annualized loss rate of 0.12% and zero losses in the Company’s portfolio.11

We also expect to benefit from sitting under the Onex umbrella: interaction with the private equity investment teams to glean market insights, industry contacts, negotiating leverage with key counterparties, and overlapping supplemental sector expertise.

Compelling Middle Market Opportunity Set

The middle market, defined by us as companies with EBITDA between $35 million and $100 million annually, represents one of the most compelling investment segments of the U.S. economy. As tens of thousands of companies face competitive challenges and strategic change, they seek opportunities within this dynamic ecosystem; many such companies require additional financing or need to augment their capital structures in order to execute on their strategic plans. The Adviser believes that while there are many mainstream senior lenders, there is a scarcity of providers focused on providing creative capital solutions to companies in the middle market.

The Adviser’s approach to focusing on the middle market has resulted in consistent, deep and varied deal flow across industry types, transaction types and owner types. Current market conditions are particularly favorable for financing core middle market companies with creative senior debt solutions. Such favorable conditions include: (i) regulatory and structural changes in the market having reduced the amount of capital available from traditional lending sources; (ii) a reallocation over the last several years of billions of dollars from public fixed income to private credit; (iii) a growing demand from investors for direct lending strategies that offer potential yield enhancement; (iv) fund raising by private equity firms continuing to grow at record levels and, (v) an opportunity for differentiated business models with access to institutional capital to improve their competitive standing in their industries. The Adviser believes its direct lending strategy is well-positioned to address this investor interest given its proven track record as a differentiated capital provider and its established presence in the middle market.

Power of the Onex Platform

The Adviser believes that the Onex platform is greater than the sum of its parts, with each investment strategy building off the success of other Onex strategies. Direct lending benefits from multiple touchpoints across Onex, including: (i) an enhanced origination engine driven by regular dialogue with borrowers and sponsors; (ii) extensive coverage of liquid and private markets, which provides flexibility as investment opportunities evolve; and (iii) an opportunistic team that supports watchlist credits and provides an early warning of impending sector weakness.

10 See Note 8 above.

11 Annualized Net Loss Rate is calculated as of December 31, 2024, and includes assets that have defaulted or been placed on non-accrual status. This rate is determined by dividing the total net dollars gained/lost by the total invested dollars since inception. Net loss is defined as the sum of realized and unrealized gains or losses, plus total interest received on the asset since acquisition, excluding capitalized interest.

Experienced Team with Established Track Record in Credit Investing

Onex Credit’s investment team consists of approximately 45 members12, including portfolio managers, investment and risk analysts, and traders. The team is further segmented by industry focus or strategy focus. The portfolio management team is supported by the credit investment analyst team which has an average of 14 years of investment experience. Notably, the credit team has invested in the Company’s target loan market across sectors through multiple credit cycles.

As of December 31, 2024, Onex manages U.S. and European CLOs, a direct lending strategy, tactical and opportunistic credit funds, and tradeable credit strategies that include leveraged loans and high yield bond investing. The Credit Team believes there to be synergies across its product lines and that the breadth of its offerings adds depth of knowledge.

We believe our outperformance is driven by insightful credit selection and vigilant risk management. Onex Credit has employed a consistent investment philosophy that focuses on capital preservation, predicated on bottom-up fundamental research and a goal of minimizing default risk by identifying and avoiding marginal quality credit. We believe Onex Credit’s deep and tenured industry experience and investing across multiple cycles, integration across the platform, extensive research capabilities, and longstanding relationships are key differentiators relative to peers.

Differentiated Sourcing Engine

Onex Credit specializes in sourcing and structuring a mix of sponsored and non-sponsored transactions. Onex Credit has deep relationship networks within global private equity and credit markets that have been developed and nurtured over decades. We believe that Onex Credit offers these groups significant benefits, including capital resources, expertise in financial structuring, in-depth knowledge of certain industry sectors, and certainty of execution.

Investing Across the Capital Structure

The Adviser has a differentiated perspective compared to many traditional managers given its extensive knowledge of investing across the capital structure. The Adviser’s focus on investing in defensive industries and issuers has historically resulted in the preservation of portfolio price through periods of volatility. The Adviser believes making high-quality loans by avoiding credits with higher credit risk and having more protections through covenants offers the ability to generate a premium risk-adjusted return with

12 Team headcount is as of December 31, 2024 and is subject to change.

reduced volatility relative to public credit. The Adviser believes that visibility across the entire credit spectrum leads to informed investment decisions and operating with a credit-first mentality. The Adviser believes this allows it to identify where on the balance sheet is the most opportune to lend, which in turn provides sourcing flexibility for strategies such as direct lending as investment opportunities evolve, and a deep understanding of both the private and public markets.

Data as of December 31, 2024, unless stated otherwise.

1 Onex investments in Onex Credit are calculated inception to date on a cumulative basis.

2 Credit investment professionals include portfolio management and credit leadership, research analysts, dedicated traders and risk management.

3 Please contact us for past performance of Onex High Yield Bond Fund (Canada), a Canadian public mutual fund with similar strategy.

Delivering a High-Quality Portfolio

The Adviser considers high-quality senior secured opportunities to be investments that are senior secured credit obligations of performing middle market companies with risk-reward characteristics and targeted returns that meet our profile. Such opportunities can be found in the following situations among others:

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Existing portfolio companies of private equity firms.

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Private equity sponsored buyouts that need a true capital solution.

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To a lesser extent, non-sponsored transactions.

The Adviser seeks to avoid investing in companies with stressed or distressed operations, or companies that exhibit early-stage or venture risk. The Adviser also seeks to avoid investing in companies that it believes face binary risk, including situations where a company has excessive exposure to commodity prices, technology risk, or fashion risk. Furthermore, the Adviser believes it can source and evaluate high-quality opportunities through its origination funnel that covers both sponsor and non-sponsor transactions and the depth of its diligence platform. The Adviser believes that the institutional-scale resources of the full Onex platform leads to differentiated sourcing, deeper underwriting, and superior results.

The Adviser specializes in lending to both sponsor and non-sponsor owned companies with an emphasis on relationships, deep diligence and analysis, married with strong structuring skills and experience. The Adviser anticipates that its deal-sourcing network

will continue to create significant high-quality investment opportunities that will enable the Adviser to directly structure and negotiate senior credit investments rather than compete in more competitive transactions.

Compared to many mainstream and more liquid investments, the Adviser expects its high-quality direct lending offering to:

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Remain focused in the U.S. middle market.

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Be originated through less competitively-pursued opportunities and sources.

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Be negotiated directly with borrowers and sponsors.

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Contain stronger lender protections via a first lien collateral package, maintenance covenants, negative covenant restrictions, call protection and other protections.

Alignment of Interests

Onex Corp. and its employees have been significant investors across the Onex platform and intend to invest in one or more investment vehicles for this strategy. The Adviser believes this meaningful financial commitment and alignment has been a key factor in the firm’s successful long-term performance and track record of capital preservation. Onex Corp. and its team have cumulatively invested over $2 billion in Onex Credit strategies. A core part of Onex Corp.’s philosophy includes a meaningful investment in its credit and private equity fund strategies. Onex believes the significant commitment from Onex Corp. and team members leads to a close alignment of interests with investors.

Environmental, Social and Governance (“ESG”)

The Adviser strives to provide attractive risk adjusted returns for its clients and believes the consideration of ESG matters in its investment activities advances this goal. Formally assessing ESG risks and opportunities in its investments enables the Adviser to be a good steward of the capital entrusted to it. Identifying risks and opportunities is essential to the research process, and the Adviser believes the most effective way to manage ESG factors is through integrating them into the credit due diligence and portfolio management processes. We recognize that a range of ESG issues can impact risk-adjusted returns that we seek and, as such, we consider ESG factors in our investment process alongside other non-ESG factors.

The Adviser’s approach incorporates ESG across all stages of the investment process, from origination to exit. During the diligence process, the investment teams identify and evaluate ESG risks and opportunities, guided by the Sustainability Accounting Standards Board Standards (“SASB Standards”). These ESG considerations are included in the Adviser’s Investment Committee-approval process. After an investment is made, the Adviser monitors those ESG parameters identified during diligence.

Investment Strategy

Our investment objective is to generate current income while preserving capital, and to a lesser extent, capital appreciation, by targeting investment opportunities with favorable risk-adjusted returns.

We seek to make investments in high-quality senior secured first lien loans and other credit investments of “middle market companies” located in the United States. We define “middle market companies” generally to mean companies with earnings before interest expense, income tax expense, depreciation and amortization, or “EBITDA,” between $35 million and $100 million annually, and even though we will not seek to invest in such opportunities, we may on occasion invest in smaller or larger companies if an opportunity presents itself. While most of our investments will be in private U.S. companies (subject to compliance with BDC regulatory requirement to invest at least 70% of its assets in private U.S. companies), we also expect to invest from time to time in Canadian, European and other non-U.S. companies. We expect to invest primarily in high-quality first lien senior secured loans, and, to a lesser extent, second-lien loans, last-out tranches of unitranche loans and other credit investments. When we invest in such loans, we may acquire equity securities, such as warrants, options and convertible instruments, as well. We may also invest in TRS, which are a contract in which one party agrees to make periodic payments to another party based on the change in the market value of the assets underlying the TRS, which may include a specified security, basket of securities or securities indices during a specified period, in return for periodic payments based on a fixed or variable interest rate.

securities is generally between three and five years. However, there is no limit on the maturity or duration of any security we may hold in our portfolio. Loans and securities purchased in the secondary market will generally have shorter remaining terms to maturity than newly issued investments. We expect most of our debt investments will be unrated. Our debt investments may also be rated by a nationally recognized statistical rating organization, and, in such case, generally will carry a rating below investment grade (rated lower than “Baa3” by Moody’s Investors Service, Inc. or lower than “BBB-” by Standard & Poor’s Ratings Services). We expect that our unrated debt investments will generally have credit quality consistent with below investment grade securities. In addition, we may invest in collateralized loan obligations (“CLOs”), in which case we will have the right to receive payments only from the CLOs, and will generally not have direct rights against the underlying borrowers or entities that sponsored the CLOs, which means we will not be able to directly enforce any rights and remedies in the event of a default of a loan held by a CLO vehicle.

We employ leverage as market conditions permit and at the discretion of the Adviser, but in no event will leverage employed exceed the limitations set forth in the 1940 Act. Pursuant to the 1940 Act, we are required to have an asset coverage of at least 150% (i.e., the amount of debt may not exceed two-thirds of the value of our assets). We intend to use leverage in the form of borrowings, including loans from certain financial institutions and the issuance of debt securities. We may also use leverage in the form of the issuance of preferred shares, but do not currently intend to do so. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. Any such leverage, if incurred, would be expected to increase the total capital available for investment by us.

Investment Process

The Adviser applies a fundamental approach to the senior secured loans of companies seeking third party capital. Credit selection is driven by in-depth, company and sector specific fundamental research and analysis, direct negotiation of structures and documentation terms, and financial covenants, all with a focus on capital preservation.

Researching and Understanding Industries

The Adviser devotes considerable resources to researching and understanding the industries in which it invests. The Adviser’s senior leadership team has dedicated industry vertical coverage, which enables the team to develop deep specialized industry knowledge and extensive relationships with issuers, sponsors, management teams, industry consultants, bulge bracket and boutique investment bankers, lawyers and other private credit professionals. As part of the Onex Corp. franchise, the Adviser has access to over 170 credit and equity professionals with deep industry expertise, in overlapping industry verticals, and can leverage the considerable institutional resources allocated to researching and understanding the industries in which Onex invests across its platforms.13

Onex Corp. generally has strong relationships with major capital markets businesses, and seeks to maintain active dialogue with sponsors and management teams. The Adviser’s deal team leaders commit significant time in sourcing and evaluating investment opportunities within its industries of expertise. This domain expertise, coupled with relevant experience and past successes, makes the Adviser an attractive capital source for sponsors.

The Adviser’s investment approach is built on high industry selectivity, targeting more stable and less capital-intensive industries and avoiding more volatile sectors susceptible to market cyclicality and economic shocks. Over time, this selective approach has yielded default rates and loss rates meaningfully lower than the market average. Onex Credit has had a lower default rate on senior loan strategies (broadly syndicated loans and high yield bonds) than U.S. leveraged loan index in 16 of the last 17 years.14 Since 2008, Onex Credit’s average U.S. annual default rate has been 1/6 of the index: 0.4% Onex senior loans vs 2.6% index default rate. In addition, Onex Credit has invested approximately $3.2 billion across direct lending strategies since 2017, resulting in a low annualized loss rate of 0.12% and zero losses in the Company’s portfolio.15

13 Policies and procedures implemented by Onex from time to time (including as may be implemented in the future) to mitigate potential conflicts of interest and address certain regulatory requirements and contractual restrictions may reduce the synergies across Onex’s areas of operation or expertise that we draw on for purposes of pursuing attractive investment opportunities.

14 See Note 8 above.

15 See Note 10 above.

Actively Sourcing Opportunities

The Adviser believes that its ability to generate differentiated and high-quality deal flow is critical to the Adviser’s overall investment strategy. The Adviser has and seeks relationships with investment bankers, advisors, sponsors and owners who value collaboration in due diligence, balance sheet structuring and transaction execution. The objective is to forge true partnerships between the Adviser, the equity investor, and the portfolio company, and create an alignment of interests among the capital partners and the management team, so that all parties are committed to their roles in the successful execution of the value creation strategy.

Diverse Sourcing Networks

Onex Credit’s team has deep relationship networks that lead to a robust pipeline of potential investment opportunities. These extensive networks across the industry have been nurtured over the last 20-plus years as senior investment professionals of Onex Credit have been active in the private credit and private equity markets through multiple economic cycles.

Key sources of origination include full-service investment banks, regional intermediaries and specialized advisory firms. Onex Credit carefully considers the historic performance and behavior of sponsors. Additionally, Onex Credit’s Risk Management team presents on sponsor exposures at regularly scheduled risk meetings.

Onex Credit also sources opportunities from various types of sponsors including private equity sponsors, independent or fundless sponsors, management teams and entrepreneurs. Onex Credit prioritizes working with private equity firms that value having a lender-partner as opposed to solely as a credit provider. Onex Credit’s capabilities across the capital structure have a broad appeal to private equity sponsors in both new buyouts and acquisitions, as well as legacy portfolio companies. Onex Credit has established deep relationships within the private equity sponsor community, resulting in recurring partnerships and a diverse mix of private equity and independent or fundless sponsor transactions.

Deep and Seasoned Origination platform

Onex Credit has consistently invested in its origination platform with responsibilities shared across the business development and investment teams. Today, this sourcing effort is led by industry veterans dedicated to sourcing and business development and executed by Onex Credit’s approximately 45 credit investment professionals who each leverage their relationships to generate deal flow from a variety of deal sources. The efforts of these investment professionals are augmented by, and coordinated with, a dedicated business development and sponsor coverage team and additional resources from the broader Onex franchise. The key value driver within the sourcing process is to identify and develop those relationships in which the investment banker, sponsor, owner and/or management team values Onex Credit’s collaborative approach to solving complex and/or time-sensitive financing needs.

Broader Onex Network

Onex’s private equity platforms offer the Adviser additional value-added resources and relationships. Onex Partners, beginning in 2000, and ONCAP, beginning in 2003, have collectively invested in over 110 companies, representing a total value of approximately $104 billion. With 100 private equity investment professionals, the opportunity to access knowledge and viewpoints on industries, companies and management teams offers significant opportunity. The Adviser intends to work collaboratively with the

Onex private equity teams on select investment opportunities, particularly in the non-sponsored space, to lever firm domain knowledge and experience.

Regimented Deal and Relationship Tracking

The large universe of potential transactions that the Adviser reviews provides market insight, and when combined with the Adviser’s experience and resources, positions the Adviser to evaluate opportunities with a high degree of investment selectivity. The Adviser leverages a customer relationship management platform to track and manage its network of professional contacts, as well as the thousands of transactions reviewed throughout the Adviser’s history, to enhance its institutional knowledge.

Conducting Comprehensive Due Diligence

The Adviser will seek to rigorously underwrite investment opportunities, employing a variety of quantitative and qualitative analyses to develop a comprehensive investment thesis and establish expectations for performance and returns which will be regularly tested against company-specific, sector-specific, and macroeconomic news or events. The Adviser’s investment team will draw on their years of experience and will leverage relationships with legal and financial advisors, peer investment funds and financial sponsors to best position us to meet our investment objectives. The Adviser’s underwriting process is geared towards principal protection and risk/return calibration and will include an assessment of both the absolute value of a prospective investment as well as relative value across the portfolio and the broader opportunity set.

The Adviser’s standard due diligence procedures include meetings with the management team and sponsors, and may also include discussions with a combination of competitors, suppliers, customers and industry experts. The deal team also prepares and analyzes detailed financial models and prepares investment memoranda addressing risks and opportunities. Regular internal conversations among both the deal team, the broader team of the Adviser, and our investment committee ensure collaboration and the sharing of best practices and past experiences across Onex.

Combining quantitative and qualitative information derived through due diligence with deep investing experience gained from evaluating thousands of investment opportunities, Onex Credit’s investment professionals judge the likelihood that our management team and sponsor are capable of effectively executing the proposed strategy.

When evaluating a potential investment, the investment team will consider factors including the following:

Quality of Management

The Adviser utilizes multiple criteria in assessing the quality and suitability of a company’s management team. Ultimately, this due diligence seeks to determine the key personnel’s:

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Integrity

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Industry knowledge, experience and vision of market opportunity

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Level of financial acuity and competence

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Leadership ability and team building skill

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Ability to execute complex business plans within a team environment

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Crisis management ability

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Personal commitment and long-term goals consistent with the Adviser’s interests

In addition, the Adviser contacts references provided by company management as well as references that may include competitors, industry organizations, lenders, equity investors and bankers. During the due diligence process, the Adviser may also conduct meetings with operations managers. Over the many hours spent with management in the due diligence process and additional time spent in objective reference checking, a clear picture of the strengths and weaknesses of the management team emerges.

Business Quality and Market Position

The Adviser’s investment process favors companies with strong market positions, demonstrable cash flow and seasoned and incentivized management teams. Such companies are better suited to grow market share, improve their competitive positions during inevitable industry downturns and offer investors a broader range of exit options. The Adviser’s investment team will seek to develop a detailed view of an issuer’s business trajectory and value which will typically consider factors including: (i) competitive advantages; (ii) presence of any proprietary assets; (iii) end market size and growth trajectory; (iv) economies of scale; (v) cyclicality and seasonality; (vi) competitive landscape; (vii) market share; (viii) customer concentration; and (ix) supplier concentration.

The Adviser tests and verifies management’s assumptions through a variety of sources including customers, competitors, industry studies, public analyst reports, government sanctioned reports and consultants. Threats to the market, such as obsolescence or substitute product/services, are also evaluated. If we operate in a market against a dominant competitor, the market demand for an alternative product that can compete effectively (on price, quality, etc.) is carefully analyzed.

The Adviser seeks to understand the market positioning, long-term viability and growth prospects of a company’s products and services. Changes in market share over time can provide insight into the strength of a brand’s product or service versus its competitors. Where appropriate and permitted, the Adviser seeks further insight through customer accounts, competitor accounts and third-party research. If the target company is involved with a retail product or service, customer reviews and our own diligence of the product provide incremental perspectives and input. For specialized products and services, the Adviser may hire outside consultants to help evaluate a company’s market positioning to augment our own research which may include “no-names” research directly with competitors to help determine both the perceived and actual strengths and weaknesses of the target company and its competitors. In many cases, this body of research triggers additional avenues of discussion with management.

The Adviser will seek differentiated business models that are resilient and well positioned to improve their competitive standing in their industries. The Adviser will examine the overall financial health, market positioning, and expertise of the management team to determine whether the business is in a strong position to withstand changes in the market. The Adviser has approached these investment opportunities with a heightened focus on diligence and selectivity, and an emphasis on strong sponsorship, size of company, and economically resilient industries.

Financial Analysis

The investment team will generally consider a variety of financial analyses including: (i) capital structure and liquidity analysis, (ii) operating trends including growth, margins, and volatility, (iii) operating leverage, (iv) unit economics, (v) capex requirements, (vi) return on invested capital, (vii) cash flow projections under various scenarios including recessionary environments or periods of industry-specific stress, and (viii) enterprise valuation. Emphasis will be placed on those factors which could lead to operational or return underperformance.

The Adviser conducts a detailed review of a company’s consolidated historical financial performance, including its audited historical financial statements and the accompanying footnotes and management letters. Such information is reviewed for the past three to five years and over longer time periods if such information is available and pertinent. Consolidated financial information is also reviewed for time periods in which a company may have undergone significant changes (e.g., recessionary periods, inflationary periods, periods of acquisition integration, changes in industry dynamics, etc.). If a company completed acquisitions or major expansions, results of these acquisitions, integrations and expansions are also evaluated.

The Adviser evaluates how each business segment (subsidiary/division/product line) contributed to the financial and operational results. Revenues, profitability, margins, capital expenditures, working capital requirements and other items are analyzed. Results or conclusions are shared with senior management and where appropriate, operational and product line/division managers to test and affirm the findings. As part of this detailed review of historical financial performance, the Adviser examines a company’s performance through various economic cycles, and generally hires a service provider to perform a quality of earnings report.

Companies exhibiting increased risk due to the complexity of historic or projected financial statements are subject to a more detailed accounting review. In these complex cases, the Adviser often bolsters its own due diligence by using outside consultants such as mergers and acquisitions or forensic accountants, industry consultants, pension consultants, law firms and environmental consultants. Examples of these projects are an evaluation of the IT system supporting the accounting function or the use of forensic accountants to do a detailed inventory analysis or a review of certain transactions with affiliates.

With all this information, the Adviser builds a detailed financial model, focusing on revenues by business line and/or key customers as well as expenses and margins. This model shows the key variables that drive the profitability and cash flow of the business as well as the sensitivities around these factors. The investment team conducts detailed valuation methodologies, including discounted cash flow analysis, comparable companies, and precedent transactions, under various operating scenarios to determine the underlying enterprise value of a company and corresponding asset coverage on the investment.

Contracts / Liabilities

The Adviser’s due diligence process may include the review of material contracts with suppliers, customers and other parties. Such reviews are performed to understand the contract’s impact on the business and whether the major terms conform to typical industry practices. Important contractual features include pricing methodology, performance assurance mechanisms, delivery timetables and dispute resolutions. The impact of such contractual relationships is often fundamental to a company’s ability to operate and react in a variety of business environments.

The Adviser evaluates liabilities arising from business activities including potential contractual, regulatory, environmental and insurance exposures, and assesses whether a company is adequately protected through insurance or otherwise to prudently operate its business. The Adviser may hire outside consultants to review a company’s insurance policies and the sufficiency of the protection these policies provide. Evaluating a company’s liabilities is crucial in building financial and pricing models that take into account potential downside scenarios.

Enterprise Value / Asset Value

The Adviser’s due diligence and financial modeling process also seeks to understand the true enterprise value and asset value of the business, with particular emphasis on those factors which could lead to operational or return underperformance. In some instances, the Adviser will also assess a company’s asset value and the ability of physical infrastructure and information systems to handle anticipated growth.

ESG

We comply with the exclusion criteria which are set out in the Onex Responsible Investment policy meaning that we will not make any investments in companies:

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deriving significant revenue (>10%) from the manufacturing of tobacco, adult entertainment, controversial weapons (chemical and biological weapons, anti-personnel land mines, cluster munitions, depleted uranium, white phosphorus, nuclear weapons), the mining of thermal coal, or the manufacturing of automatic or semi-automatic firearms for the civilian market; or

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whose principal business (>50% revenue) involves the production of palm oil that has not been certified as sustainable by the Roundtable on Sustainable Palm Oil, or the operation or management of private prisons.

Documentation and Closing

The Adviser’s diligence process is designed to understand the true value of a business, and to price, structure and document its investments in a disciplined manner such that risk and return are rationally calibrated, all within a framework focused on downside protection. Documentation is an integral part of the Adviser’s decision-making process, as such terms and conditions specifically affect the risk/return characteristics of the investment. The Adviser’s investment team negotiates for relevant protections to ensure that the Adviser’s interests are protected. Outside counsel is used for advice and expertise in documentation, but never as a replacement for the Adviser’s direct involvement. The Adviser’s approach utilizes debt instruments with a variety of tailored terms and conditions including various combinations of coupons, length of call protection, non-call provisions, and other pricing mechanisms. Working with counsel we will structure the financing with an appropriate mix and attention to (i) financial maintenance covenants; (ii) restrictions on incremental debt; (iii) restrictions on ability to grant additional liens; (iv) limitations on making distributions or moving assets; and (v) limitations on making investments (including into unrestricted subsidiaries; etc.).

Thoughtfully Monitoring and Exiting Investments

The Adviser’s investment team will monitor the performance of investments to identify any material deviation from the assumptions, projections or conclusions of the Adviser’s investment team from the original underwriting. The Adviser’s investment team will monitor and evaluate ongoing data points including quarterly financial and operating reports from the business and relevant industry reporting to drive value-preservation and value-creation opportunities. The Adviser’s investment team remains in regular dialogue with its network of industry executives, investment bankers, legal and financial advisors, and industry experts and consultants to remain informed about any company or industry news and understand market dynamics or developments.

The Adviser generally requires portfolio companies to provide monthly and quarterly unaudited financial information, annual audited financial information, a detailed annual financial budget and any other information that the Adviser requests. The Adviser also reviews operational information (such as volume, units, subscribers, etc.) in order to better understand the financial results. Most importantly, the Adviser maintains ongoing contact with management and the sponsor through frequent telephone calls, email updates and meetings.

Investment professionals are expected to maintain “ownership” of an investment from the underwriting process through investment exit and provide the Adviser’s applicable investment committee with verbal and investment update memoranda when warranted by relevant news or company actions. When reviewing portfolio holdings, the Adviser’s investment team will re-underwrite the investment considering the same factors as upon original investment as well as any new developments, comparing actual performance to the Adviser’s initial thesis for the investment.

Frequent updates are provided to the Adviser’s applicable investment committee to allow for senior oversight and feedback. The team may be augmented with additional staff members as certain projects arise at the portfolio company. In the event a portfolio

company experiences difficulties, the Adviser understands that defending its position may require the infusion of additional capital at attractive risk-adjusted returns during periods of rapid growth or during business downturns. Under the right circumstances, the Adviser remains prepared to provide support to a portfolio company and expects the same from the transaction sponsor; this approach enables it to invest as a true financial partner, actively supporting a portfolio company and its management team as they pursue the successful execution of a value-creation strategy.

The Adviser will evaluate all investments on a hold-to-maturity basis. Potential factors that may drive exits include (but are not limited to): strong bid for the position above where the Adviser sees fair value, change in view on underlying credits, poor manager performance and change in macroeconomic outlook.

Leveraging Onex Resources

In addition to its own dedicated finance, operations and legal teams, the Adviser is able to leverage shared resources including Onex’s corporate infrastructure, which provides access to various support functions.

Competition

We compete for investments with other BDCs and investment funds (including private equity funds, mezzanine funds, performing and other credit funds, and funds that invest in CLOs, structured notes, derivatives and other types of collateralized securities and structured products), as well as traditional financial services companies such as commercial banks and other sources of funding. These other BDCs and investment funds might be reasonable investment alternatives to us and may be less costly or complex with fewer and/or different risks than we have. Moreover, alternative investment vehicles, such as hedge funds, have begun to invest in areas in which they have not traditionally invested, including making investments in mid-sized private U.S. companies. As a result of these new entrants, competition for investment opportunities in middle market private U.S. companies may intensify. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of capital and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments than we have. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we are able to do. We may lose investment opportunities if we do not match our competitors’ pricing, terms or structure. If we are forced to match our competitors’ pricing, terms or structure, we may not be able to achieve acceptable returns on our investments or may bear substantial risk of capital loss. A significant part of our competitive advantage stems from the fact that the market for investments in middle market private U.S. companies is underserved by traditional commercial banks and other financial sources. A significant increase in the number and/or the size of our competitors in this target market could force us to accept less attractive investment terms. Furthermore, many of our competitors have greater experience operating under, or are not subject to, the regulatory restrictions that the 1940 Act imposes on us as a BDC.

Human Resource Capital

We have no employees. Each of our executive officers described herein is employed by the Adviser or its affiliates. Our day-to-day investment operations are managed by the Adviser. Services necessary for our business, including sourcing and administration of our investment portfolio, are provided by individuals who are employees of the Adviser or its affiliates pursuant to the terms of the Investment Advisory Agreement and the Administrator or its affiliates pursuant to the Administration Agreement. In addition, we reimburse our Adviser for the allocable portion of our Adviser’s overhead and other expenses incurred by the Adviser and requested to be reimbursed by the Adviser in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs.

Investment Advisory Agreement

The Adviser serves as our investment adviser pursuant to an investment advisory agreement between us and the Adviser. The Investment Advisory Agreement was initially in effect for a period of two years from the date it first became effective and will remain in effect from year-to-year thereafter if approved annually by (i) the vote of the Board, or by the vote of a majority of our outstanding voting securities, and (ii) the vote of a majority of our Board who are not parties to the Investment Advisory Agreement or “interested persons” of us, of the Adviser or of any of their respective affiliates, as defined in the 1940 Act. The Investment Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice and, in certain circumstances, upon 120 days’ written notice, by the vote of a majority of our outstanding voting shares or by the vote of the Board or by the Adviser. The Investment Advisory Agreement was approved by our Board.

Effective March 5, 2024, the Prior Adviser assigned the Investment Advisory Agreement to the Adviser, a wholly-owned subsidiary of Onex Corp., pursuant to Rule 2a-6 under the 1940 Act. Accordingly, the Adviser is now the Company’s investment adviser. The Company and the Adviser amended and restated the Investment Advisory Agreement in its entirety to acknowledge such

assignment. There will be no change to the fees, nor to the personnel overseeing the provision of investment management services to the Company.

Subject to the overall supervision of our Board and in accordance with the 1940 Act, the Adviser will manage our day-to-day operations and provide investment advisory services to us. Under the terms of the Investment Advisory Agreement, our Adviser:

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determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes in accordance with our investment objective, policies and restrictions;

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identifies investment opportunities and makes investment decisions for us, including negotiating the terms of investments in, and dispositions of, portfolio securities and other instruments on our behalf;

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executes, closes, services and monitors the investments we make;

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determines the securities and other assets that we will purchase, retain or sell;

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exercises voting rights in respect of portfolio securities and other investments for us;

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serving on, and exercising observer rights for, boards of directors and similar committees of our portfolio companies;

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negotiates, obtains and manages financing facilities and other forms of leverage;

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performs due diligence on prospective investments; and

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provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.

The Adviser’s services under the Investment Advisory Agreement are not exclusive, and it is free to furnish similar services to other entities, and it intends to do so, so long as its services to us are not impaired.

Pursuant to the Investment Advisory Agreement, we will pay the Adviser a fee for its investment advisory and management services consisting of two components—a base management fee and performance-based incentive fees. The cost of both the base management fee and the incentive fee will be borne by our shareholders.

Base Management Fee

Incentive Fee

The incentive fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of our income and a portion is based on a percentage of our capital gains, each as described below.

A. Subordinated Incentive Fee on Income:

The Subordinated Incentive Fee on Income will be determined and paid quarterly in arrears based on the amount by which (x) the “Pre-Incentive Fee Net Investment Income” (as defined below) in respect of the current calendar quarter and the eleven preceding calendar quarters (in either case, the “Trailing Twelve Quarters”) exceeds (y) the Preferred Return Amount (as defined below) in respect of the Trailing Twelve Quarters. For purposes of the Subordinated Incentive Fee on Income calculations, each calendar quarter comprising the relevant Trailing Twelve Quarters that commenced prior to October 1, 2023, shall be known as a “Legacy Fee Quarter” while a calendar quarter that commenced on or after October 1, 2023, shall be known as a “Current Fee Quarter.” The Preferred Return Amount will be determined on a quarterly basis, and will be calculated by multiplying 1.75% by our NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Preferred Return Amount will be calculated after making appropriate adjustments to our NAV at the beginning of each applicable calendar quarter for our subscriptions and distributions during the applicable calendar quarter. The amount of the Subordinated Incentive Fee on Income that will be paid to the Adviser for a particular quarter will equal the excess of the Subordinated Incentive Fee on Income so calculated less the aggregate

Subordinated Incentive Fees on Income that were paid to the Adviser and/or earned, but waived, by the Adviser, in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.

For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including, without limitation, any accrued income that we have not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) (the “Ordinary Income”) accrued during the calendar quarter, minus our operating expenses accrued during the calendar quarter (including, without limitation, the management fee, administration expenses and any interest expense and distributions paid on any issued and outstanding preferred shares, but excluding the Subordinated Incentive Fee on Income and the Incentive Fee on Capital Gains). For the avoidance of doubt, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.

Prior to October 1, 2023, the calculation of the Subordinated Incentive Fee on Income for each quarter is as follows:

(a)

No Subordinated Incentive Fee on Income shall be payable to the Adviser in any calendar quarter in which our Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters does not exceed the Preferred Return Amount;

(b)

100% of our Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters, if any, that exceeds the Preferred Return Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.0588% by our NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15.0% on all of our Pre-Incentive Fee Net Investment Income when our Pre-Incentive Fee Net Investment Income reaches 2.0588% per quarter (8.24% annualized) during the Trailing Twelve Quarters; and

(c)

For any quarter in which our Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters exceeds the Catch-Up Amount, the Subordinated Incentive Fee on Income shall equal 15.0% of the amount of our Pre-Incentive Fee Net Investment Income for such Trailing Twelve Quarters, as the Preferred Return Amount and Catch-Up Amount will have been achieved.

Beginning on October 1, 2023, the calculation of the Subordinated Incentive Fee on Income for each quarter is as follows:

(a)

(b)

100% of our Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters, if any, that exceeds the Preferred Return Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying (i) 2.0588% by our NAV at the beginning of each applicable Legacy Fee Quarter comprising the relevant Trailing Twelve Quarters, or (ii) 2.0% by our NAV at the beginning of each applicable Current Fee Quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15.0%, with respect to each Legacy Fee Quarter, and 12.5%, with respect to each Current Fee Quarter, on all of the Company’s Pre-Incentive Fee Net Investment Income when our Pre-Incentive Fee Net Investment Income reaches 2.0588% or 2.0% (8.24% or 8.0% annualized, respectively), as applicable, during the Trailing Twelve Quarters; and

(c)

For any quarter in which our Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters exceeds the Catch-Up Amount, the Subordinated Incentive Fee on Income shall equal 15.0% for each Legacy Fee Quarter and 12.5% for each Current Fee Quarter of the amount of our Pre-Incentive Fee Net Investment Income for such Trailing Twelve Quarters, as the Preferred Return Amount and Catch-Up Amount will have been achieved, provided, however, that the Subordinated Incentive Fee on Income for any quarter shall not be greater than 15.0% or 12.5%, as applicable, of the amount of our current quarter’s Pre-Incentive Fee Net Investment Income.

The Subordinated Incentive Fee on Income is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to (a) 15.0% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Legacy Fee Quarters included in the relevant Trailing Twelve Quarters and 12.5% of the cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Current Fee Quarters included in the relevant Trailing Twelve Quarters less (b) the aggregate Subordinated Incentive Fees on Income that were paid to the Adviser and/or earned, but waived, by the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, we shall pay no Subordinated Incentive Fee on Income to the Adviser in that quarter. If, in any

quarter, the Incentive Fee Cap is a positive value but is less than the Subordinated Incentive Fee on Income calculated in accordance with the above, we shall pay the Adviser the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap is equal to or greater than the Subordinated Incentive Fee on Income calculated in accordance with the above, we shall pay the Adviser the Subordinated Incentive Fee on Income for such quarter.

The following is a graphical representation of the calculation of the Incentive Fee based on Income, prior to October 1, 2023:

Percentage of Pre-Incentive Fee Net Investment Income comprising the Incentive Fee based on Income

(expressed as an annualized rate(1) of return on the value of

net assets as of the beginning of each of the quarters included in the Trailing Twelve Quarters)

(1)

The incentive fee is determined on a quarterly basis but has been annualized for purposes of the above diagram. The diagram also does not reflect the Incentive Fee Cap.

The following is a graphical representation of the calculation of the Incentive Fee based on Income, beginning October 1, 2023:

Percentage of Pre-Incentive Fee Net Investment Income comprising the Incentive Fee based on Income

(expressed as an annualized rate(1) of return on the value of

net assets as of the beginning of each of the quarters included in the Trailing Twelve Quarters)

(1)

The incentive fee is determined on a quarterly basis but has been annualized for purposes of the above diagram. The diagram also does not reflect the Incentive Fee Cap.

B. Incentive Fee on Capital Gains:

The second component of the incentive fee, the Incentive Fee on Capital Gains, shall be determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement). This fee shall equal 15.0% prior to October 1, 2023 and 12.5% beginning October 1, 2023 of our realized capital gains on a cumulative basis from inception, calculated as of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any Incentive Fees on Capital Gains previously paid to the Adviser. The aggregate unrealized capital depreciation of ours shall be calculated as the sum of the differences, if negative, between (a) the valuation of each investment in our portfolio as of the applicable calculation date and (b) the accreted or amortized cost basis of such investment.

For accounting purposes only, we accrue, but do not pay, a capital gains incentive fee with respect to unrealized capital appreciation. The accrual of this theoretical capital gains incentive fee assumes all unrealized capital appreciation is realized in order to reflect a theoretical capital gains incentive fee that would be payable to the Investment Adviser at each measurement date. It should be noted that a fee so calculated and accrued would not be payable under the Investment Advisers Act of 1940 (the “Advisers Act”) or the Investment Advisory Agreement, and would not be paid based upon such computation of capital gains incentive fees in subsequent periods. Amounts actually paid to the Adviser will be consistent with the Advisers Act and formula reflected in the Investment Advisory Agreement which specifically excludes consideration of unrealized capital gain.

The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately prorated.

Example of Calculation of the Subordinated Incentive Fee on Income

For illustrative purposes, NAV is assumed to be constant as of the beginning of all four quarters and does not give effect to gains or losses in the preceding quarters.

Quarter 1:

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Net Asset Value at the start of Quarter 1 = $100.0 million

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Quarter 1 Pre-Incentive Fee Net Investment Income = $6.0 million

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Quarter 1 Net Capital Gain = $1.0 million

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Quarter 1 Hurdle Amount = $1.75 million (calculated based on an annualized 7.00% hurdle rate on $100.0 million of NAV)

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Quarter 1 Catch-up Amount = $2.0 million (calculated based on an annualized 8.00% rate)

In Quarter 1, the Pre-Incentive Fee Net Investment Income of $6.0 million exceeds the Hurdle Amount of $1.75 million and the Catch-up Amount of $2.0 million. There are no Net Capital Losses (i.e., there is a Net Capital Gain). As a result, the Subordinated Incentive Fee on Income for the quarter would be $750,000. This is calculated as follows:

nil for Pre-Incentive Fee Net Investment Income up to the hurdle rate (i.e., up to $1.75 million);

100% of the amount above the Hurdle Amount up to the Catch-up Amount (100% of the difference between $2.0 million and $1.75 million or $250,000);

12.5% of the amount above the Catch-up Amount (12.5% of the difference between $6.0 million and $2.0 million: $4,000,000 X 12.5% = $500,000)

Therefore, $250,000 + $500,000 = $750,000 which is the first quarter Subordinated Incentive Fee on Income due to the Adviser.

There is no Net Capital Loss and therefore no net downward adjustment giving effect to the Incentive Fee Cap.

Quarter 2:

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Net Asset Value at the start of Quarter 2 = $100.0 million

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Quarter 2 Pre-Incentive Fee Net Investment Income = $1.5 million

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Quarter 2 Net Capital Gain = $1.0 million

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Quarter 2 Hurdle Amount = $1.75 million (calculated based on an annualized 7.00% hurdle rate on $100.0 million of NAV)

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Quarter 2 Catch-up Amount = $2.0 million (calculated based on an annualized 8.00% rate)

In Quarter 2, the Pre-Incentive Fee Net Investment Income of $1.5 million does not exceed the Quarter 2 Hurdle Amount of $1.75 million, but the aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters of $7.5 million (Quarter 1 Pre-Incentive Fee Net Investment Income of $6.0 million + Quarter 2 Pre-Incentive Fee Net Investment Income of $1.5 million) exceeds the aggregate Hurdle Amount for the Trailing Twelve Quarters of $3.5 million ($1.75 million quarterly hurdle for 2 quarters) and the aggregate Catch-up Amount for the Trailing Twelve Quarters of $4.0 million ($2.0 million quarterly Catch-up Amount for 2 quarters). There are no Net Capital Losses. As a result, the Subordinated Incentive Fee on Income for the quarter would be $187,500. This is calculated as follows:

nil for Pre-Incentive Fee Net Investment Income up to the hurdle rate (i.e., up to $3.5 million);

100% of the amount above the Hurdle Amount up to the Catch-up Amount (100% of the difference between $4.0 million and $3.5 million or $500,000);

12.5% of the amount above the Catch-up Amount (12.5% of the difference between $7.5 million and $4.0 million: $3,500,000 X 12.5% = $437,500);

Less the $750,000 paid in Quarter 1.

Therefore: $500,000 + $437,500 - $750,000 = $187,500 and is the second quarter Subordinated Incentive Fee on Income due to the Adviser.

There is no Net Capital Loss and therefore no net downward adjustment giving effect to the Incentive Fee Cap.

Quarter 3:

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Net Asset Value at the start of Quarter 3 = $100.0 million

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Quarter 3 Pre-Incentive Fee Net Investment Income = $2.0 million

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Quarter 3 Net Capital Loss = ($6.0) million

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Quarter 3 Hurdle Amount = $1.75 million (calculated based on an annualized 7.00% hurdle rate on $100.0 million of NAV)

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Quarter 3 Catch-up Amount = $2.0 million (calculated based on an annualized 8.00% rate)

In Quarter 3, the aggregate Pre-Incentive Fee Net Investment Income of the Trailing Twelve Quarters of $9.5 million (Quarter 1 Pre-Incentive Fee Net Investment Income of $6.0 million + Quarter 2 Pre-Incentive Fee Net Investment Income of $1.5 million + Quarter 3 Pre-Incentive Fee Net Investment Income of $2.0 million) exceeds the aggregate Hurdle Amount for the Trailing Twelve Quarters of $5.25 million ($1.75 million quarterly hurdle for 3 quarters) and the aggregate Catch-up Amount for the Trailing Twelve Quarters of $6.0 million ($2.0 million quarterly Catch-up Amount for 3 quarters). However, there is an aggregate Net Capital Loss of ($4.0) million for the Trailing Twelve Quarters. As a result, the Incentive Fee Cap would apply, and the calculations are as follows:

nil for Pre-Incentive Fee Net Investment Income up to the hurdle rate (i.e., up to $5.25 million);

100% of the amount above the Hurdle Amount up to the Catch-up Amount (100% of the difference between $6.0 million and $5.25 million or $750,000);

12.5% of the amount above the Catch-up Amount (12.5% of the difference between $9.5 million and $6.0 million: $3,500,000 X 12.5% = $437,500);

Less the $750,000 paid in Quarter 1 and $187,500 paid in Quarter 2 (for $937,500).

Therefore: $750,000 + $437,500 - $937,500 = $250,000. There is however an aggregate Net Capital Loss of ($4.0) million and the Incentive Fee Cap applies.

Incentive Fee Cap of ($250,000) is calculated as:

12.5% of aggregate Pre-Incentive Fee Net Investment Income ($9.5 million) minus aggregate Net Capital Loss ($4.0 million): 12.5% X $5.5 million = $687,500;

Less Incentive Fees paid in prior Quarters of $937,500.

The result is a negative number and the third quarter Subordinated Incentive Fee on Income due to the Adviser is nil.

Quarter 4:

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Net Asset Value at the start of Quarter 4 = $100.0 million

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Quarter 4 Pre-Incentive Fee Net Investment Income = $3.5 million

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Quarter 4 Net Capital Gain = $3.0 million

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Quarter 4 Hurdle Amount = $1.75 million (calculated based on an annualized 7.00% hurdle rate on $100.0 million of NAV)

•

Quarter 4 Catch-up Amount = $2.0 million (calculated based on an annualized 8.00% rate)

In Quarter 4, the aggregate Pre-Incentive Fee Net Investment Income of the Trailing Twelve Quarters of $13.0 million (Quarter 1 Pre-Incentive Fee Net Investment Income of $6.0 million + Quarter 2 Pre-Incentive Fee Net Investment Income of $1.5 million + Quarter 3 Pre-Incentive Fee Net Investment Income of $2.0 million + Quarter 4 Pre-Incentive Fee Net Investment Income of $3.5 million) exceeds the aggregate Hurdle Amount for the Trailing Twelve Quarters of $7.0 million ($1.75 million quarterly hurdle for 4 quarters) and the aggregate Catch-up Amount for the Trailing Twelve Quarters of $8.0 million ($2.0 million quarterly Catch-up Amount for 4 quarters). There are no Net Capital Losses for the period; however, there is an aggregate Net Capital Loss of ($1.0) million for the Trailing Twelve Quarters. As a result, the Incentive Fee Cap would apply, and the calculations are as follows:

nil for Pre-Incentive Fee Net Investment Income up to the hurdle rate (i.e., up to $7.0 million);

100% of the amount above the Hurdle Amount up to the Catch-up Amount (100% of the difference between $8.0 million and $7.0 million or $1,000,000);

12.5% of the amount above the Catch-up Amount (12.5% of the difference between $13.0 million and $8.0 million: $5,000,000 X 12.5% = $625,000);

Less the $937,500 paid in prior quarters.

Therefore: $1,000,000 + $625,000 - $937,500 = $687,500. There is, however, an aggregate Net Capital Loss of ($1.0) million and the Incentive Fee Cap applies.

The Incentive Fee Cap of $562,500 is calculated as follows:

12.5% of aggregate Pre-Incentive Fee Net Investment Income ($13.0 million) minus aggregate Net Capital Loss ($1.0 million): 12.5% X $12.0 million = $1,500,000;

Less Incentive Fees paid in prior Quarters of $937,500.

Therefore, because the Incentive Fee Cap is positive but less than the calculated Subordinated Incentive Fee on Income of $687,500 calculated prior to applying the Incentive Fee Cap, the incentive fee is limited to the cap and a Subordinated Incentive Fee on Income of $562,500 is payable to the Adviser for Quarter 4.

Examples of Calculation of Incentive Fee on Capital Gains

Assumptions

•

Year 1: $20 million investment made in Company A (“Investment A”), $30 million investment made in Company B (“Investment B”) and $25 million investment made in Company C (“Investment C”)

The Incentive Fee on Capital Gains, if any, would be:

None

•

Year 2: Investment A sold for $30 million, fair value of Investment B determined to be $25 million and fair value of Investment C determined to be $27 million. Result: Realized Gain of $10 million, Unrealized Loss of $5.0 million, and Unrealized Gain of $2.0 million

Using the assumptions above, the Incentive Fee on Capital Gains equals:

(A) 12.5% X ($10.0 million - $5.0 million = $625,000)

(B) minus $0.

Therefore, the Incentive Fee on capital gains equals $625,000.

•

Year 3: fair value of Investment B determined to be $29 million, and Investment C sold for $30 million resulting in Realized Gains since inception of $15 million, Unrealized Gains since inception of “0” and Unrealized Losses since inception of $1.0 million.

Using the assumptions above, the Incentive Fee on Capital Gains equals:

(A) 12.5% X ($15.0 million - $1.0 million = $1,750,000)

(B) minus $625,000.

Therefore, the Incentive Fee based on capital gains equals $1,125,000.

•

Year 4: fair value of Investment B determined to be $40 million resulting in Realized Gains since inception of $15 million, Unrealized Gains since inception of $10 million and Unrealized Losses since inception of “0”

Using the assumptions above, the Incentive Fee based on capital gains equals:

(A) 12.5% X ($15.0 million - $0 million = $1,875,000)

(B) minus $1,125,000

Therefore, the Incentive Fee on Capital Gains equals $125,000.

Payment of Our Expenses

The expenses of our operations borne by us include, by way of illustration and not limitation, the following: trustees’ fees paid to those trustees who are not interested trustees under the 1940 Act; the costs of preparing and printing our registration statements required under the Exchange Act and the 1940 Act (and amendments thereto); the expense of registering our Common Shares with the

SEC and in the various states, as applicable; offering expenses associated with offering our Common Shares; the cost of trustee and officer liability insurance, reports to shareholders, reports to government authorities, and proxy statements; interest charges; taxes; legal expenses; salaries of personnel specifically employed or engaged by us and approved by our Board (including, but not limited to, our Chief Financial Officer and Chief Compliance Officer); association membership dues; auditing, accounting, and tax services; insurance premiums; brokerage and other costs incurred in connection with the purchase and sale of securities; fees and expenses of the custodian of our assets; shareholder servicing fees; expenses of calculating the NAV and repurchasing and redeeming shares; charges and expenses of dividend disbursing agents, registrars and stock transfer agents, fund administrators, and fund accountants; and the cost of keeping all necessary shareholder records and accounts.

From time to time, the Adviser or its affiliates may pay third-party providers of goods or services on our behalf. We reimburse the Adviser or such affiliates thereof for any such amounts paid on our behalf. From time to time, the Adviser may defer or waive fees and/or rights to be reimbursed for expenses. All of our expenses will ultimately be borne by shareholders.

Administration Agreement

Pursuant to the terms of the Administration Agreement, the Administrator performs (or oversees, or arranges for, the performance of) the administrative and compliance services necessary for our operations, including, but not limited to, maintaining financial records, filing of our tax returns, overseeing the calculation of our NAV, compliance monitoring (including diligence and oversight of our other service providers), preparing reports to our shareholders and reports filed with the SEC and other regulators, preparing materials and coordinating meetings of the Board, managing the payment of expenses, the payment and receipt of funds for investments and the performance of administrative and professional services rendered by others, providing office space, equipment and office services, and such other services as the Administrator, subject to review by the Board, shall from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. The Administrator also conducts our relations with any sub-administrators, custodians, depositories, transfer agents, escrow agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and intermediaries, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable in fulfilling its administrative duties. The Administrator will assist the Adviser when providing on our behalf significant managerial assistance to those portfolio companies that request such assistance.

Payments under the Administration Agreement are equal to our allocable portion of our Administrator’s overhead resulting from its obligations under the Administration Agreement, including rent and the allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs. In addition, if requested to provide significant managerial assistance to our portfolio companies, we will reimburse the allocated costs incurred by our Adviser and Administrator in providing those services.

The Board will annually review our performance to determine that the provisions of the Administration Agreement are carried out satisfactorily and to determine, among other things, whether the fees payable under such agreement are reasonable in light of the services provided. The Board reviews the methodology employed in determining how the expenses are allocated to us and the proposed allocation of administrative expenses among us and any affiliates. The Board then assesses the reasonableness of such reimbursements for expenses allocated to us based on the breadth, depth and quality of such services as compared to the estimated cost to us of obtaining similar services from third-party service providers known to be available.

Certain Terms of the Investment Advisory Agreement and Administration Agreement

Each of the Investment Advisory Agreement and the Administration Agreement was approved by the Board. Each of the Investment Advisory Agreement and the Administration Agreement was initially in effect for a period of two years from the date it first became effective and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of our outstanding voting securities and, in each case, a majority of the Independent Trustees. We may terminate the Investment Advisory Agreement or the Administration Agreement, without payment of any penalty, upon 60 days’ written notice. The decision to terminate either agreement may be made by a majority of the Board or the shareholders holding a majority of our outstanding voting securities, which means the lesser of (1) 67% or more of the voting securities present at a meeting if more than 50% of the outstanding voting securities are present or represented by proxy, or (2) more than 50% of the outstanding voting securities. In addition, the Adviser may terminate the Investment Advisory Agreement or the Administrator may terminate the Administration Agreement, without payment of any penalty, upon 60 days’ written notice. The Investment Advisory Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its assignment.

The Adviser and the Administrator will not be liable for any error of judgment or mistake of law or for any act or omission or any loss suffered by us in connection with the matters to which the Investment Advisory Agreement and Administration Agreement, respectively, relate, provided that the Adviser and Administrator shall not be protected against any liability to us or our shareholders to which the Adviser or Administrator would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its

part in the performance of its duties or by reason of the reckless disregard of its duties and obligations (“disabling conduct”). Each of the Investment Advisory Agreement and the Administration Agreement provide that, absent disabling conduct, each of our Adviser and our Administrator, as applicable, and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it will be entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of our Adviser’s services under the Investment Advisory Agreement and our Administrator’s services under the Administration Agreement or otherwise as adviser or administrator for us. The Adviser and the Administrator will not be liable under their respective agreements with us or otherwise for any loss due to the mistake, action, inaction, negligence, dishonesty, fraud or bad faith of any broker or other agent; provided, that such broker or other agent shall have been selected, engaged or retained and monitored by the Adviser or the Administrator in good faith, unless such action or inaction was made by reason of disabling conduct, or in the case of a criminal action or proceeding, where the Adviser or Administrator had reasonable cause to believe its conduct was unlawful.

License Agreement

We have entered into a license agreement with Onex Corp. (the “License Agreement”) that grants us a non-exclusive, royalty-free license to use the name “Onex,” “Onex Credit” and the Onex logo. Under the License Agreement, we have a right to use the “Onex” and “Onex Credit” names for so long as our Adviser or one of its affiliates remains our Adviser. Other than with respect to this limited license, we have no legal right to the “Onex,” or “Onex Credit” names. The License Agreement will remain in effect for so long as the Investment Advisory Agreement with our Adviser is in effect.

Regulation

The following discussion is a general summary of the material prohibitions and descriptions governing BDCs generally. It does not purport to be a complete description of all of the laws and regulations affecting BDCs.

Qualifying Assets. Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as “Qualifying Assets,” unless, at the time the acquisition is made, Qualifying Assets represent at least 70% of our total assets. The principal categories of Qualifying Assets relevant to our business are any of the following:

(1)

Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an Eligible Portfolio Company (as defined below), or from any person who is, or has been during the preceding 13 months, an affiliated person of an Eligible Portfolio Company, or from any other person, subject to such rules as may be prescribed by the SEC. An “Eligible Portfolio Company” is defined in the 1940 Act as any issuer which:

(a)

is organized under the laws of, and has its principal place of business in, the United States;

(b)

is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and

(c)

satisfies any of the following:

(i)

does not have any class of securities that is traded on a national securities exchange;

(ii)

has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting common equity of less than $250 million;

(iii)

is controlled by a BDC or a group of companies, including a BDC and the BDC has an affiliated person who is a director of the Eligible Portfolio Company; or

(iv)

is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2 million.

(2)

Securities of any Eligible Portfolio Company controlled by us.

(3)

Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.

(4)

Securities of an Eligible Portfolio Company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the Eligible Portfolio Company.

(5)

Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities.

(6)

Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.

In addition, a BDC must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above.

Significant Managerial Assistance. A BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described above. However, in order to count portfolio securities as Qualifying Assets for the purpose of the 70% test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities (other than small and solvent companies described above) significant managerial assistance; except that, where the BDC purchases such securities in conjunction with one or more other persons acting together, one of the other persons in the group makes available such managerial assistance. Making available significant managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company through monitoring of portfolio company operations, selective participation in board and management meetings, consulting with and advising a portfolio company’s officers or other organizational or financial guidance.

Temporary Investments. Pending investment in other types of Qualifying Assets, as described above, our investments may consist of cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, which we refer to, collectively, as “temporary investments,” so that 70% of our assets would be Qualifying Assets. We may also invest in U.S. Treasury bills or in repurchase agreements, provided that such agreements are fully collateralized by cash or securities issued by the U.S. government or its agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price which is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements. However, if more than 25% of our gross assets constitute repurchase agreements from a single counterparty, we would not meet the diversification tests in order to qualify as a RIC. Thus, we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit. Our Adviser will monitor the creditworthiness of the counterparties with which we enter into repurchase agreement transactions.

Warrants. Under the 1940 Act, a BDC is subject to restrictions on the issuance, terms and amount of warrants, options or rights to purchase shares that it may have outstanding at any time. In particular, the amount of shares that would result from the conversion or exercise of all outstanding warrants, options or rights to purchase shares cannot exceed 25% of the BDC’s total outstanding shares.

Leverage and Senior Securities. We are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of shares senior to Common Shares if our asset coverage, as defined in the 1940 Act, would at least equal 150% immediately after each such issuance. On September 16, 2021, our sole initial shareholder approved the adoption of this 150% threshold pursuant to Section 61(a)(2) of the 1940 Act. In addition, while any senior securities remain outstanding, we will be required to make provisions to prohibit any dividend distribution to shareholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the dividend distribution or repurchase. We will also be permitted to borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes, which borrowings would not be considered senior securities.

We expect to employ leverage and otherwise incur indebtedness with respect to our portfolio including entry (directly or indirectly) into one or more credit facilities, including asset-based loan facilities, and/or enter into other financing arrangements to facilitate investments, the timely payment of expenses and other purposes. We cannot assure investors that we will be able to enter into a credit facility. Investors will indirectly bear the costs associated with the establishment of a credit facility and with any borrowings under a credit facility or otherwise. In connection with a credit facility or other borrowings, lenders may require us to pledge assets and may ask us to comply with positive or negative covenants that could have an effect on our operations. We may pledge and may grant a security interest in all of our assets under the terms of any debt instruments that we enter into with lenders. In addition, from time to time, our losses on investments may result in the liquidation of other investments held by us.

Onex Direct Lending BDC SPV, LLC (“ODL SPV”), a direct wholly-owned subsidiary of ours, as borrower, and us, as equity holder and collateral manager, entered into a Loan and Servicing Agreement dated as of October 4, 2021 (as amended December 27, 2021, March 31, 2022, July 14, 2022, and April 4, 2023, the “SPV Facility”) with Société Générale, as initial lender and agent, and certain financial institutions (the "Lenders"), and U.S. Bank National Association as collateral agent and collateral custodian. Under the SPV Facility, the amount available to ODL SPV to borrow up to $340.0 million. Borrowings under the SPV Facility bore interest at the secured overnight financing rate (“SOFR”) plus a spread of 1.75% or 2.40% based on certain conditions (or an alternative rate of interest for certain loans denominated in Canadian Dollars, Euros or Sterling). ODL SPV was obligated to pay an unused commitment fee on the unused commitment amount at rate of (1) 1.00% if the amount drawn under the SPV Facility is less than the minimum commitment usage (the “Minimum Commitment Usage”) and (2) 0.40% if the amount drawn under the SPV Facility is greater than or equal to the Minimum Commitment Usage. The Minimum Commitment Usage is equal to (1) 0.0% for the first six

months ended April 4, 2022; (2) 37.5% for the period from April 5, 2022 through June 27, 2022; (3) 75% for the period from June 28, 2022 through July 13, 2022; (4) $150.0 million for the period from July 14, 2022 through January 13, 2023; and (5) $255.0 million thereafter. The Company was also obligated to pay a fee of 0.20% per annum on the outstanding balance under the SPV Facility beginning on July 14, 2022. The SPV Facility was secured by a lien on assets held by the ODL SPV and on any payments received by ODL SPV in respect of those assets. The SPV Facility was scheduled to terminate on October 2, 2026, but on October 3, 2024, the ODL SPV terminated and repaid in full the SPV Facility.

On October 3, 2024, ODL SPV and us, solely in our capacity as the transferor and as the servicer, entered into a Loan and Servicing Agreement with Sumitomo Mitsui Banking Corporation (“SMBC”), as initial lender and as the administrative agent and as the collateral agent, and U.S. Bank National Association as account bank and as the collateral custodian (the “SMBC Facility”). The current maximum principal amount of the SMBC Facility is $300.0 million (which consists of $300.0 million of revolving commitments), which may be increased up to a maximum facility amount of $1,500.0 million subject to the requirements set forth in the SMBC Facility, including lender consent. The availability of this amount is subject to an overcollateralization ratio test, which is based on the value of ODL SPV’s assets from time to time, and satisfaction of certain conditions, including an interest coverage ratio test, certain concentration limits and collateral quality tests. The SMBC Facility provides for the ability to draw and redraw revolving loans under the SMBC Facility through October 3, 2027, unless the revolving commitments are terminated sooner in the SMBC Facility. The reinvestment period end date (after which no borrowings may be drawn under the SMBC Facility) and the maturity date under the SMBC Facility are October 3, 2027 and October 3, 2029, respectively, unless otherwise terminated in accordance with its terms. Subject to certain conditions set forth in the SMBC Facility, advances (i) during the reinvestment period will bear interest at SOFR plus a spread of 1.65% or 2.30% per annum with respect to SOFR advances and will bear interest at the base rate plus a spread of 0.65% or 1.30% per annum with respect to base rate advances and (ii) after the reinvestment period will bear interest at SOFR plus a spread of 2.15% or 2.80% per annum with respect to SOFR advances and will bear interest at the base rate plus a spread of 1.15% or 1.80% per annum with respect to base rate advances. The SMBC Facility includes customary covenants, including certain financial maintenance covenants, limitation on the activities of ODL SPV, including limitations on incurrence of incremental indebtedness, and customary events of default. The SMBC Facility is secured by a lien on assets held by the ODL SPV and on any payments received by ODL SPV in respect of those assets.

On September 8, 2022, we entered into an unsecured revolving loan agreement (the “Revolving Onex Loan”) with Onex Credit Finance Corporation, a subsidiary of the ultimate parent entity of the Adviser (the “Onex Entity”), whereby the Onex Entity may advance amounts to us (each such amount, an “Onex Loan”) with a maximum outstanding principal amount of $80.0 million and a maturity date with respect to each Onex Loan of the day falling two years after the funding of such Onex Loan. We were required to meet certain requirements, including a leverage ratio threshold, before the Onex Entity was obligated to make a loan to us. The Revolving Onex Loan was intended to provide us with the ability to fund investments, pay related costs and expenses, and for general corporate purposes. Amounts drawn under an Onex Loan bore interest at SOFR plus a spread of 2.60%.

On May 5, 2023, we terminated the Revolving Onex Loan and entered into an unsecured revolving loan agreement with Onex Credit Finance II Corporation (“OCF II”) (the “Revolving OCF II Loan”), a subsidiary of the ultimate parent entity of the Adviser, whereby OCF II may advance amounts to us (each such amount, an “Onex Loan II”) with a maximum outstanding principal amount of $80.0 million and a maturity date with respect to each Onex Loan II of the day falling two years after the funding of such Onex Loan II. We are required to meet certain criteria, including a leverage ratio threshold, before OCF II is obligated to make a loan to us. The Revolving OCF II Loan is intended to provide us with the ability to fund investments, pay related costs and expenses, and for general corporate purposes. Amounts drawn under an Onex Loan II will bear interest at SOFR plus a spread of 2.60%.

Code of Ethics. We and the Adviser have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, respectively, that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to the code are permitted to invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are permitted and made in accordance with the code’s requirements.

Affiliated Transactions. As a BDC, we are subject to certain regulatory restrictions in making our investments. For example, BDCs generally are not permitted to co-invest with certain affiliated entities in transactions originated by the BDC or its affiliates in the absence of an exemptive order from the SEC. However, BDCs are permitted to, and may, simultaneously co-invest in transactions where price is the only negotiated term. On March 29, 2022, the SEC issued an order, which was amended on September 26, 2023 (the “Order”), granting our application for exemptive relief to co-invest in portfolio companies with certain other funds managed by the Adviser or its affiliates (the “Affiliated Funds”) and, subject to satisfaction of certain conditions, proprietary accounts of the Adviser or its affiliates (“Proprietary Accounts”) in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to the Order, we are permitted to co-invest with Affiliated Funds and/or Proprietary Accounts if, among other things, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent trustees make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our shareholders and do not involve

overreaching of us or our shareholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our shareholders and is consistent with our investment objective and strategies and certain criteria established by the Board.

Reporting Obligations. We will furnish to shareholders as soon as practicable after the end of each taxable year and each calendar year such information as is necessary for them to complete U.S. federal and state income tax or information returns, along with any other tax information required by law. We will send to shareholders three quarterly financial reports and investor statement, an annual report and a quarterly statement providing material information regarding the shareholder’s participation in the DRP and an annual statement providing tax information with respect to income earned on shares under the DRP for the calendar year.

Depending on legal requirements, we may provide this information to shareholders via U.S. mail or other courier, electronic delivery, or some combination of the foregoing. Information about us will also be available on the SEC’s website at www.sec.gov.

Proxy Voting Policies and Procedures

We have delegated our proxy voting responsibility to the Adviser. The proxy voting policies and procedures of the Adviser are set forth below. The guidelines will be reviewed periodically by the Adviser, and, accordingly, are subject to change.

As an investment adviser registered under the Advisers Act, the Adviser has a duty to monitor corporate events and to vote proxies, as well as a duty to cast votes in the best interest of clients and not subrogate client interests to its own interests. Rule 206(4)-6 under the Advisers Act places specific requirements on registered investment advisers with proxy voting authority.

Proxy Policies

The Adviser’s policies and procedures are reasonably designed to ensure that the Adviser votes proxies in our best interest and addresses how it will resolve any conflict of interest that may arise when voting proxies and, in so doing, to maximize the value of the investments made by us, taking into consideration our investment horizons and other relevant factors. The Adviser will review on a case-by-case basis each proposal submitted for a shareholder vote to determine its impact on the portfolio securities held by us. Although the Adviser will generally vote against proposals that may have a negative impact on our portfolio securities, it may vote for such a proposal if there exists compelling long-term reasons to do so.

Decisions on how to vote a proxy generally are made by the Adviser. The Investment Committee and the members of the investment team covering the applicable security often have the most intimate knowledge of both a company’s operations and the potential impact of a proxy vote’s outcome. Decisions are based on a number of factors which may vary depending on a proxy’s subject matter, but are guided by the general policies described in the proxy policy. In addition, the Adviser may determine not to vote a proxy after consideration of the vote’s expected benefit to clients and the cost of voting the proxy. Prior to exercising its voting authority, the Adviser, in consultation with the Adviser’s Investment Committee, the Adviser’s Chief Compliance Officer and outside counsel, as appropriate, reviews the relevant facts and determines whether or not a material conflict of interest may arise due to business, personal or family relationships of the Adviser or the Investment Committee having an interest in the outcome of the vote. If a material conflict exists, the Adviser takes steps to ensure that its voting decision made on our behalf is based on our best interests.

Proxy Voting Records

You may obtain information, without charge, regarding how we voted proxies with respect to our portfolio securities by making a written request for proxy voting information to: Chief Compliance Officer, Mariel Reilly, mreilly@onex.com.

The Adviser is subject to privacy and data protection laws in the jurisdictions in which the Adviser operates, including Regulation S-P, 17 C.F.R. 248.1–248.30 (“Regulation S-P”). Pursuant to Regulation S-P, institutions that provide certain financial products or services to individuals to be used for personal, family, or household purposes are required to provide written notice to their customers regarding disclosure of nonpublic personal information. The Adviser restricts access to nonpublic personal information about shareholders to those employees of the Adviser who need to know such information to provide services to us. The Adviser maintains physical, electronic, and procedural safeguards to guard nonpublic personal information of our shareholders. The Adviser may collect, and may disclose to our affiliates and service providers (e.g., attorneys, accountants, entities that assist the Adviser with the administration of fund accounts and financial information) on a “need to know” basis, certain nonpublic personal information about our shareholders. The Adviser will retain such personal information for the time required by the varied legal requirements to which it is subject and consistent with its legitimate interests for its business operations and in connection with its relationships with shareholders to improve services and for security. If the security of personal information is compromised, the affected individuals will receive notice of the data security incident where required by and consistent with applicable law.

Emerging Growth Company. We are an “emerging growth company,” as defined by the JOBS Act. As an emerging growth company, we are eligible to take advantage of certain exemptions from various reporting and disclosure requirements that are applicable to public companies that are not emerging growth companies. For so long as we remain an emerging growth company, we will not be required to:

•

have an auditor attestation report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, which may increase the risk that material weaknesses or other deficiencies in our internal control over financial reporting go undetected;

•

submit certain executive compensation matters to shareholder advisory votes pursuant to the “say on frequency” and “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; or

•

disclose certain executive compensation related items, such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.

In addition, the JOBS Act provides that an emerging growth company may take advantage of an extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies. This means that an emerging growth company can delay adopting certain accounting standards until such standards are otherwise applicable to private companies.

We do not believe that being an emerging growth company will have a significant impact on our business or our public or private offering of shares. As stated above, we have elected to opt into the extended transition period for complying with new or revised accounting standards available to emerging growth companies. Also, because we are not a large accelerated filer or an accelerated filer under Section 12b-2 of the Exchange Act, and will not be for so long as our Common Shares are not traded on a securities exchange, we will not be subject to auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act even once we are no longer an emerging growth company. In addition, so long as we are externally managed by the Adviser and we do not directly compensate our executive officers, or reimburse the Adviser or its affiliates for the salaries, bonuses, benefits and severance payments for persons who also serve as one of our executive officers or as an executive officer of the Adviser, we do not expect to include disclosures relating to executive compensation in our periodic reports or proxy statements and, as a result, do not expect to be required to seek shareholder approval of executive compensation and golden parachute compensation arrangements pursuant to Section 14A(a) and (b) of the Exchange Act.

Other. We will be periodically examined by the SEC for compliance with the 1940 Act, and we are subject to the periodic reporting and related requirements of the Exchange Act. We are also required to provide and maintain a bond issued by a reputable fidelity insurance company to protect against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any trustee or officer against any liability to our shareholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

We are also required to designate a Chief Compliance Officer and to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws and to review these policies and procedures annually for their adequacy and the effectiveness of their implementation.

We are not permitted to change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by a majority of our outstanding voting securities. A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser of: (i) 67% or more of such company’s shares present at a meeting if more than 50% of the outstanding shares of such company are present or represented by proxy, or (ii) more than 50% of the outstanding shares of such company.

ERISA. We intend to conduct affairs so that our assets should not be deemed to constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and certain U.S. Department of Labor regulations promulgated thereunder, as modified by Section 3(42) of ERISA (the “Plan Asset Regulations”). In this regard, until such time as the Common Shares are considered “publicly-offered securities” within the meaning of the Plan Asset Regulations, we intend to limit investment in Common Shares by “benefit plan investors” to less than 25% of the total value of the Common Shares, within the meaning of the Plan Asset Regulations.

In addition, each prospective investor that is, or is acting on behalf of any (i) “employee benefit plan” (within the meaning of Section 3(3) of ERISA) whether or not subject to Title I of ERISA, (ii) “plan” described in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code (including, for example, an individual retirement account and a “Keogh” plan), (iii) plan, account or other arrangement that is subject to the provisions of any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”), or (iv) entity whose underlying assets are considered to include the assets of any of the foregoing described in clauses (i), (ii) and (iii), pursuant to ERISA or otherwise (each of the foregoing described in clauses (i), (ii), (iii) and (iv) referred to as a “Plan”), must independently determine that the Common Shares are an appropriate investment for the Plan, taking into account its obligations under ERISA, the Code and applicable Similar Laws, and the facts and circumstances of each investing Plan.

Material U.S. Federal Income Tax Considerations

The following discussion is a general summary of certain U.S. federal income tax considerations applicable to us and the purchase, ownership and disposition of our Common Shares. This discussion does not purport to be complete or to deal with all aspects of U.S. federal income taxation that may be relevant to shareholders in light of their particular circumstances. Unless otherwise noted, this discussion applies only to U.S. shareholders that hold our Common Shares as capital assets. A U.S. shareholder is an individual who is a citizen or resident of the United States, a U.S. corporation, a trust if it (a) is subject to the primary supervision of a court in the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) has made a valid election to be treated as a U.S. person, or any estate the income of which is subject to U.S. federal income tax regardless of its source. This discussion is based upon present provisions of the Code, the regulations promulgated thereunder, and judicial and administrative ruling authorities, all of which are subject to change, or differing interpretations (possibly with retroactive effect). This discussion does not represent a detailed description of the U.S. federal income tax consequences relevant to special classes of taxpayers including, without limitation, financial institutions, insurance companies, investors in pass-through entities, U.S. shareholders whose “functional currency” is not the U.S. dollar, tax-exempt organizations, dealers in securities or currencies, traders in securities or commodities that elect mark to market treatment, or persons that will hold our Common Shares as a position in a “straddle,” “hedge” or as part of a “constructive sale” for U.S. federal income tax purposes. In addition, this discussion does not address U.S. federal estate or gift taxes, the application of the Medicare tax on net investment income or the U.S. federal alternative minimum tax, or any tax consequences attributable to persons being required to accelerate the recognition of any item of gross income with respect to our Common Shares as a result of such income being recognized on an applicable financial statement. Prospective investors should consult their tax advisors with regard to the U.S. federal tax consequences of the purchase, ownership, or disposition of our Common Shares, as well as the tax consequences arising under the laws of any state, foreign country or other taxing jurisdiction.

Taxation as a Regulated Investment Company

We elected to be treated, and intend to qualify each taxable year thereafter, as a RIC under Subchapter M of the Code.

To qualify for the favorable tax treatment accorded to RICs under Subchapter M of the Code, we must, among other things: (1) have an election in effect to be treated as a BDC under the 1940 Act at all times during each taxable year; (2) have filed with our return for the taxable year an election to be a RIC or have made such election for a previous taxable year; (3) derive in each taxable year at least 90% of our gross income from (a) dividends, interest, payments with respect to certain securities loans, and gains from the sale or other disposition of stock or securities or foreign currencies, or other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities, or currencies; and (b)

net income derived from an interest in certain publicly-traded partnerships that are treated as partnerships for U.S. federal income tax purposes and that derive less than 90% of their gross income from the items described in (a) above (each, a “Qualified Publicly-Traded Partnership”); and (4) diversify our holdings so that, at the end of each quarter of each taxable year (a) at least 50% of the value of our total assets is represented by cash and cash items (including receivables), U.S. government securities and securities of other RICs, and other securities for purposes of this calculation limited, in respect of any one issuer to an amount not greater in value than 5% of the value of our total assets, and to not more than 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of our total assets is invested in the securities (other than U.S. government securities or securities of other RICs) of (I) any one issuer, (II) any two or more issuers which we control and which are determined to be engaged in the same or similar trades or businesses or related trades or businesses or (III) any one or more Qualified Publicly-Traded Partnerships (described in 3(b) above).

As a RIC, we generally will not be subject to U.S. federal income tax on its investment company taxable income (as that term is defined in the Code, but determined without regard to the deduction for dividends paid) and net capital gain (the excess of net long-term capital gain over net short-term capital loss), if any, that we distribute in each taxable year to our shareholders, provided that we distribute at least 90% of the sum of our investment company taxable income and its net tax-exempt income for such taxable year. Generally, we intend to distribute to our shareholders, at least annually, substantially all of our investment company taxable income and net capital gains, if any.

Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% U.S. federal excise tax. To prevent imposition of the excise tax, we must distribute during each calendar year an amount at least equal to the sum of (i) 98% of our ordinary income for the calendar year, (ii) 98.2% of our capital gains in excess of our capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 of the calendar year and (iii) any ordinary income and capital gains for previous years that were not distributed during those years. For these purposes, we will be deemed to have distributed any income or gains on which we paid U.S. federal income tax.

A distribution will be treated as paid on December 31 of any calendar year if it is declared by us in October, November or December with a record date in such a month and paid by us during January of the following calendar year. Such distributions will be taxable to shareholders in the calendar year in which the distributions are declared, rather than the calendar year in which the distributions are received.

If we failed to qualify as a RIC or failed to satisfy the 90% distribution requirement in any taxable year, we would be subject to U.S. federal income tax at regular corporate rates on our taxable income (including distributions of net capital gain), even if such income were distributed to our shareholders, and all distributions out of earnings and profits would be taxed to shareholders as ordinary dividend income. Such distributions generally would be eligible (i) to be treated as “qualified dividend income” in the case of individual and other non-corporate shareholders and (ii) for the dividends received deduction in the case of corporate shareholders. In addition, we could be required to recognize unrealized gains, pay taxes and make distributions (which could be subject to interest charges) before requalifying for taxation as a RIC.

Distributions

We generally intend to distribute substantially all of our available earnings annually by paying distributions on a quarterly basis, as determined by the Board in its discretion. We cannot assure investors that we will achieve investment results that will allow us to make a specified level of cash distributions (particularly during the early stages of our operations) or year-to-year increases in cash distributions. We anticipate that our distributions will generally be paid from post-offering taxable earnings, including interest and capital gains generated by our investment portfolio, and any other income, including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees, that we receive from portfolio companies. However, if we do not generate sufficient taxable earnings during a year, all or part of a distribution may constitute a return of capital. The specific tax characteristics of our dividends and other distributions will be reported to shareholders after the end of each calendar year.

Specifically, subject to the requirements in the Code and the terms of any borrowings or other financings or similar obligations, and as determined by our Board in its discretion, we generally intend to distribute to our investors (i) pro rata based on the number of our common shares held by the shareholder, before the end of each taxable year, or in certain cases, during the following taxable year, net proceeds attributable to the repayment or disposition of investments (together with any interest, dividends and other net cash flow in respect of such investments), and (ii) substantially all of our available earnings, on a quarterly basis (i.e., proceeds received in respect of interest payments, dividends or fees, net of expenses, as opposed to proceeds received in connection with the disposition or repayment of an investment). We elected to be treated as a RIC and intend to qualify annually. To maintain our qualification as a RIC, we must, among other things, distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, to our shareholders on an annual basis. In order to avoid certain excise taxes imposed on RICs, we intend to distribute during each calendar year 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 on October 31 of the calendar year; and (3) any undistributed ordinary income and capital gain net income for preceding years on which we paid no U.S. federal income tax less certain over-distributions in prior years. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, we may in the future decide to retain such capital gains for investment, pay U.S. federal income tax on such amounts at regular corporate tax rates, and elect to treat such gains as deemed distributions to you. If this happens, you will be treated as if you had received an actual distribution of the capital gains we retain and reinvested the net after-tax proceeds in us. In this situation, you would be eligible to claim a tax credit (or, in certain circumstances, a tax refund) equal to your allocable share of the tax we paid on the capital gains deemed distributed to you.

Depending on the level of taxable income and net capital gain earned in a year, we may choose to carry forward taxable income or net capital gain for distribution in the following year and pay the applicable U.S. federal excise tax. Distributions will be appropriately adjusted for any taxes payable by us or any direct or indirect subsidiary through which we invest (including any corporate, state, local, non-U.S. and withholding taxes). Any incentive fee to be paid to our Adviser will not be reduced to take into account any such taxes.

We intend to pay dividends and distributions, if any, in cash to our shareholders. However, we can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, if we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.

Distributions to shareholders by us of ordinary income (including “market discount” realized by us on the sale of debt securities), and of net short-term capital gains, if any, realized by us will generally be taxable to shareholders as ordinary income to the extent such distributions are paid out of our current or accumulated earnings and profits. Distributions, if any, of net capital gains properly reported as “capital gain dividends” will be taxable as long-term capital gains, regardless of the length of time the shareholder has owned our common shares. A distribution of an amount in excess of our current and accumulated earnings and profits (as determined for U.S. federal income tax purposes) will be treated by a shareholder as a return of capital which will be applied against and reduce the shareholder’s basis in his or her shares. To the extent that the amount of any such distribution exceeds the shareholder’s basis in his or her shares, the excess will be treated by the shareholder as gain from a sale or exchange of the shares. Distributions paid by us generally will not be eligible for the dividends received deduction allowed to corporations or for the reduced rates applicable to certain qualified dividend income received by non-corporate shareholders.

Distributions will be treated in the manner described above regardless of whether such distributions are paid in cash or invested in additional shares pursuant to the DRP. Shareholders receiving distributions in the form of additional shares will generally be treated as receiving a distribution in the amount of cash that they would have received if they had elected to receive the distribution in cash. The additional shares received by a shareholder pursuant to the DRP will have a new holding period commencing on the day following the day on which the shares were credited to the shareholder’s account.

We may elect to retain our net capital gain or a portion thereof for investment and be taxed at corporate rates on the amount retained. In such case, we may designate the retained amount as undistributed capital gains in a notice to our shareholders, who will be treated as if each received a distribution of his or her pro rata share of such gain, with the result that each shareholder will (i) be required to report his or her pro rata share of such gain on his or her tax return as long-term capital gain, (ii) receive a refundable tax credit for his or her pro rata share of tax paid by us on the gain and (iii) increase the tax basis for his or her common shares by an amount equal to the deemed distribution less the tax credit.

The Internal Revenue Service currently requires that a RIC that has two or more classes of stock allocate to each such class proportionate amounts of each type of its income (such as ordinary income and capital gains) based upon the percentage of total dividends paid to each class for the tax year. Accordingly, if we issue preferred shares, we intend to allocate capital gain dividends, if any, between its common shares and preferred shares in proportion to the total dividends paid to each class with respect to such tax year. Shareholders will be notified annually as to the U.S. federal tax status of distributions, and Shareholders receiving distributions in the form of additional shares will receive a report as to the NAV of those shares.

Sale or Exchange of Shares

Upon the sale, exchange or other disposition of our common shares (except pursuant to a repurchase by us, as described below), a shareholder will generally realize a capital gain or loss in an amount equal to the difference between the amount realized and the shareholder’s adjusted tax basis in the shares. Such gain or loss will be long-term or short-term, depending upon the shareholder’s holding period of the shares. Generally, a shareholder’s gain or loss will be a long-term gain or loss if the shares have been held for more than one year. For non-corporate taxpayers, long-term capital gains are currently eligible for reduced rates of taxation.

No loss will be allowed on the sale, exchange or other disposition of shares if the owner acquires (including pursuant to the DRP) or enters into a contract or option to acquire securities that are substantially identical to such shares within 30 days before or after the disposition. In such a case, the basis of the securities acquired will be adjusted to reflect the disallowed loss. Losses realized by a shareholder on the sale, exchange or other disposition of shares held for six months or less are treated as long-term capital losses to the extent of any distribution of long-term capital gain received (or amounts designated as undistributed capital gains) with respect to such shares.

From time to time, we may offer to repurchase our outstanding shares. Shareholders who tender all common shares held, or considered to be held, by them will be treated as having sold their shares and generally will realize a capital gain or loss. If a shareholder tenders fewer than all of his or her common shares or fewer than all shares tendered are repurchased, such shareholder may be treated as having received a taxable dividend upon the tender of his or her common shares. In such a case, there is a risk that non-tendering shareholders, and shareholders who tender some but not all of their shares or fewer than all of whose shares are repurchased, in each case whose percentage interests in us increase as a result of such tender, will be treated as having received a taxable distribution from us. The extent of such risk will vary depending upon the particular circumstances of the tender offer, and in particular whether such offer is a single and isolated event or is part of a plan for periodically redeeming our common shares.

Under U.S. Treasury regulations, if a shareholder recognizes a loss with respect to shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the Internal Revenue Service a disclosure statement on Internal Revenue Service Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.

Nature of Our Investments

Certain of our hedging and derivatives transactions are subject to special and complex U.S. federal income tax provisions that may, among other things, (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (ii) convert lower-taxed long-term capital gain into higher-taxed short-term capital gain or ordinary income, (iii) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (iv) cause the Company to recognize income or gain without a corresponding receipt of cash, (v) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (vi) adversely alter the intended characterization of certain complex financial transactions and (vii) produce income that will not be treated as qualifying income for purposes of the 90% gross income test described above.

These rules could therefore affect the character, amount and timing of distributions to shareholders and our status as a RIC. We will monitor our transactions and may make certain tax elections in order to mitigate the effect of these provisions.

Below Investment Grade Instruments

We invest in debt securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Investments in these types of instruments may present special tax issues for us. U.S. federal income tax rules are not entirely clear about issues such as when we may cease to accrue interest, original issue discount or market discount, when and to what extent deductions may be taken for bad debts or worthless instruments, how payments received on obligations in default should be allocated between principal and income and whether exchanges of debt obligations in a bankruptcy or workout context are taxable. These and other issues will be addressed by us, to the extent necessary, to preserve our status as a RIC and to distribute sufficient income to not become subject to U.S. federal income tax.

Original Issue Discount

For federal income tax purposes, we may be required to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as zero coupon securities, debt instruments with PIK interest or, in certain cases, increasing interest rates or debt instruments that were issued with warrants), we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. Because any original issue discount will be included in our investment company taxable income for the year of the accrual, we may be required to make a distribution to our shareholders in order to satisfy the annual distribution requirement, even though we will not have received any corresponding cash amount. As a result, we may have difficulty meeting the annual distribution requirement necessary to qualify for and maintain RIC tax treatment under Subchapter M of the Code. We may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for

this purpose. If we are not able to obtain cash from other sources, we may not qualify for or maintain RIC tax treatment and thus become subject to corporate-level income tax.

Market Discount

In general, we will be treated as having acquired a security with market discount if its stated redemption price at maturity (or, in the case of a security issued with original issue discount, its revised issue price) exceeds our initial tax basis in the security by more than a statutory de minimis amount. We will be required to treat any principal payments on, or any gain derived from the disposition of, any securities acquired with market discount as ordinary income to the extent of the accrued market discount, unless we make an election to accrue market discount on a current basis. If this election is not made, all or a portion of any deduction for interest expense incurred to purchase or carry a market discount security may be deferred until we sell or otherwise disposes of such security.

Currency Fluctuations

Under Section 988 of the Code, gains or losses attributable to fluctuations in exchange rates between the time we accrue income or receivables or expenses or other liabilities denominated in a foreign currency and the time we actually collect such income or receivables or pays such liabilities are generally treated as ordinary income or loss. Similarly, gains or losses on foreign currency, foreign currency forward contracts, certain foreign currency options or futures contracts and the disposition of debt securities denominated in foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss.

Foreign Taxes

Our investment in non-U.S. securities may be subject to non-U.S. withholding taxes. In that case, our yield on those securities would be decreased. Shareholders will generally not be entitled to claim a credit or deduction with respect to foreign taxes paid by us.

Preferred Shares or Borrowings

If we utilize leverage through the issuance of preferred shares or borrowings, it may be restricted by certain covenants with respect to the declaration of, and payment of, dividends on shares in certain circumstances. Limits on our payment of dividends on shares may prevent us from meeting the distribution requirements described above, and may, therefore, jeopardize our qualification for taxation as a RIC and possibly subject us to the 4% excise tax. We will endeavor to avoid restrictions on its ability to make dividend payments.

Backup Withholding

We may be required to withhold from all distributions and redemption proceeds payable to U.S. shareholders who fail to provide us with their correct taxpayer identification numbers or to make required certifications, or who have been notified by the Internal Revenue Service that they are subject to backup withholding. Certain shareholders specified in the Code generally are exempt from such backup withholding. This backup withholding is not an additional tax. Any amounts withheld may be refunded or credited against the shareholder’s U.S. federal income tax liability, provided the required information is timely furnished to the Internal Revenue Service.

Foreign Shareholders

U.S. taxation of a shareholder who is a nonresident alien individual, a foreign trust or estate or a foreign corporation, as defined for U.S. federal income tax purposes (a “foreign Shareholder”), depends on whether the income from us is “effectively connected” with a U.S. trade or business carried on by the shareholder.

If the income from us is not “effectively connected” with a U.S. trade or business carried on by the foreign Shareholder, distributions of investment company taxable income will be subject to a U.S. tax of 30% (or lower treaty rate), which tax is generally withheld from such distributions. However, dividends paid by us that are “interest-related dividends” or “short-term capital gain dividends” will generally be exempt from such withholding, in each case to the extent we properly report such dividends to shareholders. For these purposes, interest-related dividends and short-term capital gain dividends generally represent distributions of U.S.-source interest (but not non-U.S. source interest) or short-term capital gains that would not have been subject to U.S. federal withholding tax at the source if received directly by a foreign Shareholder, and that satisfy certain other requirements. Certain special rules apply if we qualify as a U.S. real property holding corporation. We do not expect these special rules to apply but there cannot be any assurance thereof. A foreign Shareholder whose income from us is not “effectively connected” with a U.S. trade or business would generally be exempt from U.S. federal income tax on capital gain dividends, any amounts retained by us that are designated as

undistributed capital gains and any gains realized upon the sale, exchange or other disposition of shares. However, a foreign Shareholder who is a nonresident alien individual and is physically present in the United States for more than 182 days during the taxable year and meets certain other requirements will nevertheless be subject to a U.S. tax of 30% on such capital gain dividends, undistributed capital gains and gains realized upon the sale, exchange or other disposition of shares.

If the income from us is “effectively connected” with a U.S. trade or business carried on by a foreign Shareholder, then distributions of investment company taxable income, any capital gain dividends, any amounts retained by us that are designated as undistributed capital gains and any gains realized upon the sale, exchange or other disposition of shares will be subject to U.S. federal income tax at the graduated rates applicable to U.S. citizens, residents or domestic corporations. Foreign corporate shareholders may also be subject to the branch profits tax imposed by the Code. We may be required to withhold from distributions that are otherwise exempt from U.S. federal withholding tax (or taxable at a reduced treaty rate) unless the foreign shareholder certifies his or her foreign status under penalties of perjury or otherwise establishes an exemption. The tax consequences to a foreign shareholder entitled to claim the benefits of an applicable tax treaty may differ from those described herein. Foreign shareholders are advised to consult their own tax advisers with respect to the particular tax consequences to them of an investment in us.

Additional Withholding Requirements

Under Sections 1471 through 1474 of the Code (such Sections commonly referred to as “FATCA”), a 30% U.S. federal withholding tax may apply to any dividends that we pay to (i) a “foreign financial institution” (as specifically defined in the Code), whether such foreign financial institution is the beneficial owner or an intermediary, unless such foreign financial institution agrees to verify, report and disclose its United States “account” holders (as specifically defined in the Code) and meets certain other specified requirements or (ii) a non-financial foreign entity, whether such nonfinancial foreign entity is the beneficial owner or an intermediary, unless such entity provides a certification that the beneficial owner of the payment does not have any substantial United States owners or provides the name, address and taxpayer identification number of each such substantial United States owner and certain other specified requirements are met. In certain cases, the relevant foreign financial institution or non-financial foreign entity may qualify for an exemption from, or be deemed to be in compliance with, these rules. In addition, foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. You should consult your own tax advisor regarding FATCA and whether it may be relevant to your ownership and disposition of our Common Shares.

Other Taxation

Shareholders may be subject to state, local and foreign taxes on their distributions from us. Shareholders are advised to consult their own tax advisers with respect to the particular tax consequences to them of an investment in us.

Available Information

We file with or submit to the SEC annual, quarterly and current periodic reports, proxy statements and other information meeting the informational requirements of the Exchange Act. Such information is also available on the SEC’s website at https://www.sec.gov.

RISK FACTORS

Item 1A.

You should carefully consider the risk factors described below, together with all of the other information included in this Annual Report, including our financial statement and the related notes thereto, before you decide whether to make an investment in our securities. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition and results of operations could be materially and adversely affected. In such case, the net asset value of our Common Shares could decline, and you may lose all or part of your investment.

Risk Factor Summary

The following is only a summary of the principal risks that may materially adversely affect our business, financial condition, results of operations and cash flows. The following should be read in conjunction with the complete discussion of risk factors we face, which are set forth below under “Risk Factors.”

Risks Related to Our Business and Structure

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Our Board may change our operating policies, strategies and Declaration of Trust without prior notice or shareholder approval, the effects of which may be adverse to our results of operations and financial condition.

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We may face increasing competition for investment opportunities, which could delay deployment of our capital, reduce returns and result in losses.

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As required by the Investment Company Act of 1940, as amended (the “1940 Act”), a significant portion of our investment portfolio is and will be recorded at fair value as determined in good faith and, as a result, there is and will be uncertainty as to the value of our portfolio investments.

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There is a risk that investors in our Common Shares may not receive distributions or that our distributions may decrease over time. Also, the amount of any distributions we may make is uncertain.

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Although we have adopted a share repurchase program, we have discretion to not repurchase your shares, to suspend the program, and to cease repurchases.

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Changes in existing laws or regulations, the interpretations thereof or newly enacted laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy.

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General economic conditions could adversely affect the performance of our investments.

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The ongoing conflicts as a result of the Russian invasion of Ukraine and the conflict in the Middle East may have a material adverse impact on us and our portfolio companies.

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We may face a breach of our cyber security, which could result in adverse consequences to our and our portfolio companies’ operations and exposure of confidential information.

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Compliance with the SEC’s Regulation Best Interest may negatively impact our ability to raise capital, which would harm our ability to achieve our investment objectives.

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Inflation has adversely affected and may continue to adversely affect the business, results of operations and financial condition of our portfolio companies.

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Disruptions to the global supply chain may have adverse impact on our portfolio companies and, in turn, harm us.

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Changes to United States tariff and import/export regulations may have a negative effect on our portfolio companies and in turn, harm us.

Risks Related to Our Investments

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Our investments in portfolio companies may be risky, and we could lose all or part of our investment.

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Our portfolio companies may be highly leveraged and a covenant breach by our portfolio companies may harm our operating results, or incur debt that ranks equally with, or senior to, our investments in such companies.

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Changes in interest rates may adversely affect the value of our portfolio investments, which could have an adverse effect on our business, financial condition, and results of operations.

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Economic recessions or downturns could impair our portfolio companies and adversely affect our operating results.

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An investment strategy focused primarily on privately held companies presents certain challenges, including, but not limited to, the lack of available information about these companies.

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A lack of liquidity in certain of our investments may adversely affect our business.

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The effect of global climate change may impact the operations of our portfolio companies.

Risks Related to the Adviser and Its Affiliates; Conflicts of Interest

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The Adviser and its affiliates, including our officers and interested Trustees, face conflicts of interest caused by compensation arrangements with us and our affiliates, which could result in actions that are not in the best interests of our shareholders.

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The Adviser relies on key personnel, the loss of any of whom could impair its ability to successfully manage us and whose misconduct could negatively impact the Adviser or us.

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There may be trademark risk, as we do not own the Onex name.

Risks Related to Business Development Companies

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The requirement that we invest a sufficient portion of our assets in Qualifying Assets could preclude us from investing in accordance with our current business strategy; conversely, the failure to invest a sufficient portion of our assets in Qualifying Assets could result in our failure to maintain our status as a BDC.

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Regulations governing our operation as a BDC and RIC will affect our ability to raise, and the way in which we raise, additional capital or borrow for investment purposes, which may have a negative effect on our growth.

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We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer.

Risks Related to Debt Financing

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We borrow money, which magnifies the potential for loss on amounts invested in us and may increase the risk of investing in us. We may default under our credit facilities and provisions in a credit facility may limit our investment discretion.

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Changes in interest rates may affect our cost of capital and net investment income.

Federal Income Tax Risks

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We will be subject to corporate-level income tax if we are unable to maintain our status as a RIC.

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We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.

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If we do not qualify as a “publicly offered regulated investment company,” as defined in the Code, a non-corporate Shareholder will be taxed as though it received a distribution of some of our expenses.

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Some of our investments may be subject to corporate-level income tax and our portfolio investments may present special tax issues.

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Legislative or regulatory tax changes could adversely affect investors.

Risks Related to an Investment in Common Shares

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If we are unable to raise substantial funds, then we will be more limited in the number and type of investments we may make, our expenses may be higher relative to our total assets, and the value of your investment in us may be reduced in the event our assets under-perform.

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We may be unable to invest the net proceeds raised from offerings on acceptable terms, which would harm our financial condition and operating results.

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An investment in our shares will have limited liquidity.

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No shareholder approval is required for certain mergers and shareholders may experience dilution. Additionally, investing in our Common Shares involves a high degree of risk and their net asset value (“NAV”) may fluctuate significantly.

Risk Factors

Risks Related to Our Business and Structure

Our Board may change our operating policies and strategies without prior notice or shareholder approval, the effects of which may be adverse to our results of operations and financial condition.

Our Board has the authority to modify or waive our current operating policies, investment criteria and strategies without prior notice and without shareholder approval. We cannot predict the effect any changes to our current operating policies, investment criteria and strategies would have on our business, NAV, operating results and value of our Common Shares. However, the effects might be adverse, which could negatively impact our ability to pay you distributions and cause you to lose all or part of your investment. Moreover, we have significant flexibility in investing the net proceeds from our continuous offering and may use the net proceeds from our continuous offering in ways with which investors may not agree.

Our Board may amend our Declaration of Trust without prior shareholder approval.

Our Board may, without shareholder vote, subject to certain exceptions, amend or otherwise supplement our Declaration of Trust by making an amendment, a Declaration of Trust supplemental thereto or an amended and restated Declaration of Trust, including without limitation to classify the Board, to impose advance notice provisions for Trustee nominations or for shareholder proposals and to require super-majority approval of transactions with significant shareholders or other provisions that may be characterized as anti-takeover in nature.

Price declines in the medium-sized U.S. corporate debt market may adversely affect the fair value of our portfolio, reducing our NAV through increased unrealized depreciation.

Conditions in the medium-sized U.S. corporate debt market may deteriorate, as seen during the 2008 financial crisis, which may cause pricing levels to similarly decline or be volatile. During the 2008 financial crisis, many institutions were forced to raise cash by selling their interests in performing assets in order to satisfy margin requirements or the equivalent of margin requirements imposed by their lenders and/or, in the case of hedge funds and other investment vehicles, to satisfy widespread redemption requests. This resulted in a forced deleveraging cycle of price declines, compulsory sales and further price declines, with falling underlying credit values, and other constraints resulting from the credit crisis generating further selling pressure. If similar events occurred in the medium-sized U.S. corporate debt market, our NAV could decline through an increase in unrealized depreciation and incurrence of realized losses in connection with the sale of our investments, which could have a material adverse impact on our business, financial condition and results of operations.

Our ability to achieve our investment objective depends on the ability of the Adviser to manage and support our investment process. If the Adviser were to lose any members of the senior management team, our ability to achieve our investment objective could be significantly harmed.

Since we have no employees, we depend on the investment expertise, skill and network of business contacts of the broader networks of the Adviser and its affiliates. The Adviser evaluates, negotiates, structures, executes, monitors and services our investments. Our future success depends to a significant extent on the continued service and coordination of the Adviser and its senior management team. Changes in the Adviser’s senior management team could have a material adverse effect on our ability to achieve our investment objective.

Our ability to achieve our investment objective depends on the Adviser’s ability to identify and analyze, and to invest in, finance and monitor companies that meet our investment criteria. The Adviser’s capabilities in structuring the investment process, providing competent, attentive and efficient services to us, and facilitating access to financing on acceptable terms depend on the employment of investment professionals in an adequate number and of adequate sophistication to match the corresponding flow of transactions. To achieve our investment objective, the Adviser may need to hire, train, supervise and manage new investment professionals to participate in our investment selection and monitoring process. The Adviser may not be able to find investment professionals in a timely manner or at all. Failure to support our investment process could have a material adverse effect on our business, financial condition and results of operations.

The Investment Advisory Agreement was approved pursuant to Section 15 of the 1940 Act. In addition, the Investment Advisory Agreement has termination provisions that allow the parties to terminate the agreement. The Investment Advisory

Agreement may be terminated at any time, without penalty, by us or by the Adviser upon 60 days’ written notice. If the Investment Advisory Agreement is terminated, it may adversely affect the quality of our investment opportunities. In addition, in the event the Investment Advisory Agreement is terminated, it may be difficult for us to replace the Adviser.

We may face increasing competition for investment opportunities, which could delay deployment of our capital, reduce returns and result in losses.

We will compete for investments with other BDCs and investment funds (including private equity funds, mezzanine funds, performing and other credit funds, and funds that invest in CLOs, structured notes, derivatives and other types of collateralized securities and structured products), as well as traditional financial services companies such as commercial banks and other sources of funding. Moreover, alternative investment vehicles, such as hedge funds, have begun to invest in areas in which they have not traditionally invested, including making investments in mid-sized private U.S. companies. As a result of these new entrants, competition for investment opportunities in middle market private U.S. companies may intensify. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of capital and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments than we have. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we are able to do. We may lose investment opportunities if we do not match our competitors’ pricing, terms or structure. If we are forced to match our competitors’ pricing, terms or structure, we may not be able to achieve acceptable returns on our investments or may bear substantial risk of capital loss. A significant part of our competitive advantage stems from the fact that the market for investments in middle market private U.S. companies is underserved by traditional commercial banks and other financial sources. A significant increase in the number and/or the size of our competitors in this target market could force us to accept less attractive investment terms. Furthermore, many of our competitors have greater experience operating under, or are not subject to, the regulatory restrictions that the 1940 Act imposes on us as a BDC.

As required by the 1940 Act, a significant portion of our investment portfolio is and will be recorded at fair value as determined in good faith and, as a result, there is and will be uncertainty as to the value of our portfolio investments.

Under the 1940 Act, we are required to carry our portfolio investments at market value or, if there is no readily available market value, at fair value as determined pursuant to policies adopted by, and subject to the oversight of, our Board. There is not a public market for the securities of the privately-held companies in which we invest. Most of our investments will not be publicly-traded or actively traded on a secondary market. As a result, we value these securities quarterly at fair value as determined in good faith as required by the 1940 Act. In connection with striking a NAV as of the last day of a month that is not also the last day of a calendar quarter, the Company will consider whether there has been a material change to such investments as to affect their fair value, but such analysis will be more limited than the quarter end process.

As part of our valuation process, we will take into account relevant factors in determining the fair value of the Company’s investments without market quotes, many of which are loans, including and in combination, as relevant: (i) the estimated enterprise value of a portfolio company, (ii) the nature and realizable value of any collateral, (iii) the portfolio company’s ability to make payments based on its earnings and cash flow, (iv) the markets in which the portfolio company does business, (v) a comparison of the portfolio company’s securities to any similar publicly traded securities, and (vi) 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. Our determinations of fair value may differ materially from the values that would have been used if a ready market for these non-traded securities existed. Due to this uncertainty, our fair value determinations may cause our NAV on a given date to materially differ from the value that we may ultimately realize upon the sale of one or more of our investments.

There is a risk that investors in our Common Shares may not receive distributions or that our distributions may decrease over time.

We may not achieve investment results that will allow us to make a specified or stable level of cash distributions and our distributions may decrease over time. In addition, due to the asset coverage test applicable to us as a BDC, we may be limited in our ability to make distributions.

The amount of any distributions we may make is uncertain. Our distributions may exceed our earnings, particularly during the period before we have substantially invested the net proceeds from our private offering. Therefore, portions of the distributions that we make may represent a return of capital to you that will lower your tax basis in your shares and reduce the amount of funds we have for investment in targeted assets.

We may fund our cash distributions to shareholders from any sources of funds available to us, including offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to us on account of preferred and common equity investments in portfolio

companies and fee and expense reimbursement waivers from the Adviser or the Administrator, if any. Our ability to pay distributions might be adversely affected by, among other things, the impact of one or more of the risk factors described in this Annual Report. In addition, the inability to satisfy the asset coverage test applicable to us as a BDC may limit our ability to pay distributions. All distributions are and will be paid at the discretion of our Board and will depend on our earnings, our financial condition, maintenance of our RIC status, compliance with applicable BDC regulations and such other factors as our Board may deem relevant from time to time. We cannot assure you that we will continue to pay distributions to our shareholders in the future. In the event that we encounter delays in locating suitable investment opportunities, we may pay all or a substantial portion of our distributions from the proceeds of our private offering or from borrowings in anticipation of future cash flow, which may constitute a return of your capital. A return of capital is a return of your investment, rather than a return of earnings or gains derived from our investment activities.

Our distributions to shareholders may be funded from expense reimbursements or waivers of investment advisory fees that are subject to repayment pursuant to our Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”).

Substantial portions of our distributions may be funded through the reimbursement of certain expenses by our Adviser and its affiliates, including through the waiver of certain investment advisory fees by our Adviser. Any such distributions funded through expense reimbursements or waivers of investment advisory fees will not be based on our investment performance, and can only be sustained if we achieve positive investment performance in future periods and/or our Adviser and its affiliates continue to make such reimbursements or waivers of such fees. Our future repayments of amounts reimbursed or waived by our Adviser or its affiliates will reduce the distributions that shareholders would otherwise receive in the future. There can be no assurance that we will achieve the performance necessary to be able to pay distributions at a specific rate or at all. Our Adviser and its affiliates have no obligation to waive advisory fees or otherwise reimburse expenses in future periods.

We have not established any limit on the amount of funds we may use from available sources, such as borrowings, if any, or proceeds from this offering to fund distributions (which may reduce the amount of capital we ultimately invest in assets).

We intend to generally fund distributions from operating cash flow in the ordinary course. However, shareholders should understand that we may make distributions from sources other than cash flow from operations or relying on fee or expense reimbursement waivers, if any, from the Adviser and/or the Administrator and that such distributions are not based on our investment performance, and can only be sustained if we achieve positive investment performance in future periods and/or the Adviser or the Administrator continues to make such fee or expense reimbursements, if any. The extent to which we pay distributions from sources other than cash flow from operations will depend on various factors, including the level of participation in our DRP, how quickly we invest the proceeds from this and any future offering and the performance of our investments. To the extent that we borrow to fund distributions, the payment of interest on such borrowings will decrease our NAV, which would also cause the price per share to decrease. Shareholders should also understand that our future repayments to the Adviser or any lender will reduce the distributions that they would otherwise receive. There can be no assurance that we will achieve such performance in order to sustain these distributions, or be able to pay distributions at all. The Adviser and the Administrator have no obligation to waive fees or make expense reimbursements, if any.

Although we have adopted a share repurchase program, we have discretion to not repurchase your shares, to suspend the program, and to cease repurchases.

Our Board may amend, suspend or terminate the share repurchase program at any time in its discretion. You may not be able to sell your shares at all in the event our Board amends, suspends or terminates the share repurchase program, absent a liquidity event, and we currently do not intend to undertake a liquidity event, and we are not obligated by our charter or otherwise to effect a liquidity event at any time. We will notify you of such developments in our quarterly reports or other filings. If less than the full amount of Common Shares requested to be repurchased in any given repurchase offer are repurchased, funds will be allocated pro rata based on the total number of Common Shares being repurchased without regard to class. The share repurchase program has many limitations and should not be relied upon as a method to sell shares promptly or at a desired price.

The timing of our repurchase offers pursuant to our share repurchase program may be at a time that is disadvantageous to our shareholders.

In the event a shareholder chooses to participate in our share repurchase program, the shareholder will be required to provide us with notice of intent to participate prior to knowing what the NAV per share of the class of shares being repurchased will be on the Repurchase Date. Although a shareholder will have the ability to withdraw a repurchase request prior to the Repurchase Date, to the extent a shareholder seeks to sell shares to us as part of our periodic share repurchase program, the shareholder will be required to do so without knowledge of what the repurchase price of our Common Shares will be on the Repurchase Date.

We and our portfolio companies are subject to regulation at the local, state and federal level. New legislation may be enacted or new interpretations, rulings or regulations could be adopted, including those governing the types of investments we are permitted to make, any of which could harm us and our shareholders, potentially with retroactive effect.

Additionally, any changes to the laws and regulations governing our operations relating to permitted investments may cause us to alter our investment strategy to avail ourselves of new or different opportunities. Such changes could result in material changes to our strategies and plans as set forth in this Annual Report and may result in our investment focus shifting from the areas of expertise of the Adviser to other types of investments in which the Adviser may have less expertise or little or no experience. Thus, any such changes, if they occur, could have a material adverse effect on our financial condition and results of operations and the value of your investment.

We are an “emerging growth company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our securities less attractive to investors.

We are and we will remain an “emerging growth company” as defined in the JOBS Act until the earlier of (a) the last day of the fiscal year (i) following the fifth anniversary of the completion of the initial offering, (ii) in which we have total annual gross revenue of at least $1.235 billion, or (iii) in which we are deemed to be a large accelerated filer, which means the market value of our Common Shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (b) the date on which we have issued more than $1.07 billion in non-convertible debt during the prior three-year period. For so long as we remain an “emerging growth company” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We cannot predict if investors will find our Common Shares less attractive because we will rely on some or all of these exemptions.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of such extended transition periods.

Our status as an “emerging growth company” under the JOBS Act may make it more difficult to raise capital as and when we need it.

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

We may expend significant financial and other resources to comply with the requirements of being a public reporting entity.

We are subject to the reporting requirements of the Exchange Act and requirements of the Sarbanes-Oxley Act. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting, which are discussed below. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal controls, significant resources and management oversight are required. We have implemented procedures, processes, policies and practices for the purpose of addressing the standards and requirements applicable to public companies. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The systems and resources necessary to comply with public company reporting requirements will increase further once we cease to be an “emerging growth company” under the JOBS Act. As long as we remain an “emerging growth company,” we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.

We may experience fluctuations in our quarterly results.

We could experience fluctuations in our quarterly operating results due to a number of factors, including our ability or inability to make investments in companies that meet our investment criteria, the interest rate payable on the loans or other debt securities we originate or acquire, the level of our expenses (including our borrowing costs), variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic and political conditions. As a result of these factors, results for any previous period should not be relied upon as being indicative of performance in future periods.

Our business model depends upon the development and maintenance of strong referral relationships with other asset managers and investment banking firms.

We are substantially dependent on our informal relationships, which we use to help identify and gain access to investment opportunities. If we fail to maintain our relationships with key firms, or if we fail to establish strong referral relationships with other firms or other sources of investment opportunities, we will not be able to grow our portfolio of investments and achieve our investment objective. In addition, persons with whom we have informal relationships are not obligated to inform us of investment opportunities, and therefore such relationships may not lead to the origination of equity or other investments. Any loss or diminishment of such relationships could effectively reduce our ability to identify attractive portfolio companies that meet our investment criteria, either for direct equity investments or secondary transactions.

General economic conditions could adversely affect the performance of our investments.

The success of our investment strategy and our investment activities will be affected by, and will depend, in part, upon general economic and market conditions in the U.S. and global economies, such as interest rates, currency exchange rates, availability of credit, credit defaults, inflation rates, economic uncertainty, as well as changes in applicable laws and regulations (including laws relating to taxation of our investments), trade barriers, currency exchange controls, asset re-investment, resource self-sufficiency and national and international political and socioeconomic circumstances in respect of the countries in which we may invest. These factors may affect the level and volatility of securities prices and the liquidity of our portfolio investments, which could impair our profitability or result in losses. In addition, general fluctuations in the market prices of securities and interest rates may affect our investment opportunities and the value of our investments and prolonged disruption may prevent us from advantageously realizing or disposing of portfolio investments. We may maintain substantial trading positions that can be adversely affected by the level of volatility in the financial markets; the larger the positions, the greater the potential for loss. Declines in the performance of national economies or the credit markets in certain jurisdictions have had a negative impact on general economic and market conditions globally, and as a result, could have a material adverse effect on our business, financial condition and results of operations.

Investments in Canadian companies may subject us to regulatory, political, currency, security and economic risk specific to Canada. Among other things, the Canadian economy is heavily dependent on relationships with certain key trading partners, including the United States and China. Developments in the United States, the United States-Mexico-Canada Agreement and the imposition of additional tariffs by the United States may have implications for the trade arrangements between the United States and Canada. The Canadian economy is sensitive to fluctuations in certain commodity markets.

Further, the Adviser’s financial condition may be adversely affected by a significant general economic downturn and it may be subject to legal, regulatory, reputational and other unforeseen risks that could have a material adverse effect on the Adviser’s businesses and operations (including those of us).

Uncertainty and volatility in the financial markets and political systems of the United States, the United Kingdom and other countries may have adverse spill-over effects into the global financial markets generally. Moreover, a recession, slowdown and/or a sustained downturn in the United States or global economy (or any particular segment thereof) will have a pronounced impact on us and could adversely affect our profitability, impede the ability of our portfolio companies to perform under or refinance their existing obligations, and impair our ability to effectively deploy our capital or realize upon portfolio investments on favorable terms and may have an adverse impact on our business and operations. The Adviser may also be affected by difficult conditions in the capital markets and any overall weakening of the financial services industry of the United States and/or global economies. Any of the foregoing events could result in substantial or total losses in respect of certain or all portfolio investments, which losses will likely be exacerbated by the presence of leverage in our capital structure. An economic downturn could adversely affect the financial resources of our portfolio companies and their ability to make principal and interest payments on, or refinance, outstanding debt when due. In the event of such defaults, whereby portfolio companies default under our loans to them, we could lose both invested capital in, and anticipated profits from, the affected portfolio companies. Such marketplace events may also impact the availability and terms of financing for leveraged transactions. Private equity investors have recently been required to finance transactions with a greater proportion of equity relative to prior periods and the terms of debt financing are significantly less flexible for borrowers compared to prior periods. These developments may impair our ability to consummate transactions and may cause us to enter into transactions on

less attractive terms than those executed by other Onex funds. In addition, new regulations may be issued in response to economic or political developments that could limit our activities and investment opportunities.

Finally, economic problems in a single country are increasingly affecting other markets and economies. A continuation of this trend could adversely affect global economic conditions and world markets and, in turn, could adversely affect our performance.

Any of the foregoing events could result in substantial or total losses in respect of certain of our investments, which losses will likely be exacerbated by the presence of leverage in a portfolio company’s capital structure.

The ongoing armed conflicts as a result of the Russian invasion of Ukraine and the conflict in the Middle East may have a material adverse impact on us and our portfolio companies.

On October 7, 2023, Hamas (an organization which governs Gaza, and which has been designated as a terrorist organization by the United States, the United Kingdom, the European Union, Australia and other nations), committed a terrorist attack within Israel (the “October 7th Attacks”). As of the date of this Annual Report, Israel and Hamas remain in active armed conflict. The ongoing military conflict between Israel and Hamas, and the recent escalation in Israel’s conflicts with Iran and Lebanon, could have a negative impact on the economy and business activity globally (including in countries in which the Company invests), and therefore could adversely affect our performance. The severity and duration of the conflict and its future impact on global economic and market conditions (including, for example, oil prices) are impossible to predict, and as a result, present material uncertainty and risk with respect to us and the performance of our investments and operations, and our ability to achieve its investment objectives. Similar risks exist to the extent that any portfolio companies, service providers, vendor or certain other parties have material operations or assets in the Middle East, or the immediate surrounding areas. The United States has announced sanctions and other measures against Hamas-related persons and organizations in response to the October 7th Attacks, and the United States (and/or other countries) may announce further sanctions related to the ongoing conflict in the future.

On February 24, 2022, the President of Russia, Vladimir Putin, announced a military invasion of Ukraine. In response, countries worldwide, including the United States, have imposed sanctions against Russia on certain businesses and individuals, including, but not limited to, those in the banking, import and export sectors. This invasion has led, is currently leading, and for an unknown period of time will continue to lead to disruptions in local, regional, national, and global markets and economies affected thereby. These disruptions caused by the invasion have included, and may continue to include, political, social, and economic disruptions and uncertainties and material increases in certain commodity prices that may affect our business operations or the business operations of our portfolio companies.

Economic and trade sanctions could make it more difficult or costly for us to conduct our operations or achieve our business objectives.

Economic and trade sanctions laws in the United States and other jurisdictions may prohibit us from transacting with or in certain countries and with certain individuals, companies and industry sectors. In the United States, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), administers and enforces laws, Executive Orders and regulations establishing U.S. sanctions. Such sanctions prohibit among other things, transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. These entities and individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. In addition, certain sanctions programs prohibit dealing with individuals or entities in certain countries, or certain securities and certain industry sectors regardless of whether relevant individuals or entities appear on the lists maintained by OFAC, which may make it more difficult for us to comply with applicable sanctions. These types of sanctions may significantly restrict or limit our investment activities in certain countries (in particular, certain emerging market countries). We may from time to time be subject to trade sanctions laws and regulations of other jurisdictions, which may be inconsistent with or even seek to prohibit compliance with certain sanctions programs administered by OFAC. The legal uncertainties arising from those conflicts may make it more difficult or costly for us to navigate investment activities that are subject to sanctions administered by OFAC or the laws and regulations of other jurisdictions. Some jurisdictions where the Company or its portfolio companies do business from time to time have adopted measures prohibiting compliance with certain U.S. sanctions programs, which may make compliance with all applicable sanctions impossible.

At the same time, the Company may be obligated to comply with certain anti-boycott laws and regulations that prevent us from engaging in certain discriminatory practices that may be allowed or required in certain jurisdictions. the Company’s refusal to discriminate in this manner could make it more difficult for us to pursue certain investments and engage in certain business activities, and any compliance with such practices could subject us to fines, penalties, and adverse legal and reputational consequences.

It may be difficult to bring suit or foreclosure in non-U.S. countries.

Because the effectiveness of the judicial systems in the countries in which we may invest varies, we (or any portfolio company) may have difficulty in foreclosing or successfully pursuing claims in the courts of such countries, as compared to the United States or other countries. Further, to the extent we may obtain a judgment but is required to seek its enforcement in the courts of one of these countries in which we invest, there can be no assurance that such courts will enforce such judgment. The laws of other countries often lack the sophistication and consistency found in the United States with respect to foreclosure, bankruptcy, corporate reorganization or creditors’ rights.

Any unrealized losses we experience on our portfolio may be an indication of future realized losses, which could reduce our income available for distribution.

As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at the fair value as determined in good faith pursuant to procedures adopted by, and under the oversight of, our Board. Decreases in the market value or fair value of our investments relative to amortized cost will be recorded as unrealized depreciation. Any unrealized losses in our portfolio could be an indication of a portfolio company’s inability to meet its repayment obligations to us with respect to the affected loans. This could result in realized losses in the future and ultimately in reductions of our income available for distribution in future periods. In addition, decreases in the market value or fair value of our investments will reduce our NAV.

Terrorist attacks, acts of war or natural disasters may adversely affect our operations.

Terrorist acts, acts of war or natural disasters may disrupt our operations, as well as the operations of the businesses in which we invest. Such acts have created, and continue to create, economic and political uncertainties and have contributed to recent global economic instability. Future terrorist activities, military or security operations, or natural disasters could further weaken the domestic/global economies and create additional uncertainties, which may negatively impact the businesses in which we invest directly or indirectly and, in turn, could have a material adverse impact on our business, operating results and financial condition. Losses from terrorist attacks and natural disasters are generally uninsurable.

Force Majeure events may adversely affect our operations.

We may be affected by force majeure events (e.g., acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism, nationalization of industry and labor strikes). Force majeure events could adversely affect the ability of us or a counterparty to perform its obligations. The liability and cost arising out of a failure to perform obligations as a result of a force majeure event could be considerable and could be borne by us. Certain force majeure events, such as war or an outbreak of an infectious disease, could have a broader negative impact on the global or local economy, thereby affecting us. Additionally, a major governmental intervention into industry, including the nationalization of an industry or the assertion of control, could result in a loss to us if an investment is affected, and any compensation provided by the relevant government may not be adequate.

Certain of our portfolio companies’ businesses could be adversely affected by the effects of health pandemics or epidemics, which have a negative impact on our and our portfolio companies’ businesses and operations.

Certain of our portfolio companies’ businesses could be adversely affected by the effects of health pandemics or epidemics. Recurrence of COVID-19 outbreaks, including any new and potentially more dangerous virus variants, could lead to the re-introduction of restrictions that were in place in 2020, 2021, and to a lesser extent in 2022, or even the adoption of other more strict measures to combat outbreaks. Another pandemic could disrupt our and our portfolio companies’ businesses and materially and adversely impact our and/or their financial results.

We may face a breach of our cyber security, which could result in adverse consequences to our and our portfolio companies’ operations and exposure of confidential information.

Cyber security incidents and cyber-attacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future. The Adviser and its affiliates’ and service providers’ information and technology systems may be vulnerable to damage or interruption from cyber security breaches, computer viruses or other malicious code, network failures, computer and telecommunication failures, infiltration by unauthorized persons and other security breaches, or usage errors by their respective professionals or service providers. Attacks could also involve ransomware, data exfiltration and publication, or other forms of cyber extortion. Cyber incidents could originate from a wide variety of external sources, including cyber criminals, nation state hackers, hacktivists, and other outside parties, or from the malicious or accidental acts of insiders, such as employees, independent contractors or other services providers. Recent geopolitical tensions could have increased the scale and sophistication deliberate cyber security attacks, particularly those from nation-states or from entities with nation-state backing.

The increased use of mobile and cloud technologies in a remote working environment introduces risks such as unauthorized access, data breaches, and loss of sensitive information. Mobile devices may be vulnerable to theft, unauthorized viewing of data, or malware, while cloud services pose risks related to data loss, third-party access, and compliance with security standards. These challenges are further amplified by the need for secure remote access and robust data handling practices.

Onex mitigates these risks through a comprehensive strategy focused on encryption, access control, and proactive monitoring. Mobile devices are managed via Mobile Device Management solutions and full-disk encryption, while access to company resources requires two-factor authentication. Cloud and third-party services undergo rigorous evaluation to ensure compliance with security standards, and access is segmented using VLANs and firewalls. Data loss prevention tools monitor for unauthorized data transmissions, and all Protected and Confidential information is encrypted both in transit and at rest. Employees are trained at least annually on security best practices, while regular incident response testing and encrypted backups further strengthen Onex's risk mitigation efforts. These measures ensure secure operations in a distributed working environment while safeguarding Onex's critical data.

If unauthorized parties gain access to such information and technology systems, they may be able to steal, publish, delete or modify private and sensitive information, including non-public personal information related to shareholders (and their beneficial owners) and material non-public information. Although the Adviser has implemented, and portfolio companies and service providers may implement, various measures to manage risks relating to these types of events, such systems could prove to be inadequate and, if compromised, could become inoperable for extended periods of time, cease to function properly or fail to adequately secure private information. The Adviser does not control the cyber security plans and systems put in place by third-party service providers, and such third-party service providers may have limited indemnification obligations to the Adviser, its affiliates, us and/or the shareholders, each of which could be negatively impacted as a result. Breaches such as those involving covertly introduced malware, impersonation of authorized users and industrial or other espionage may not be identified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing them from being addressed appropriately. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in the Adviser, its affiliates’ and/or our operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to shareholders (and their beneficial owners), material non-public information and the intellectual property and trade secrets and other sensitive information of the Adviser. The Adviser and/or us could be required to make a significant investment to remedy the effects of any such failures, harm to their reputations, legal claims that they and their respective affiliates may be subjected to, regulatory action or enforcement arising out of applicable privacy and other laws, adverse publicity, and other events that may affect their business and financial performance.

Failure or alleged failure to comply with applicable data protection and privacy laws and regulations could subject us to ongoing costs and, in some cases, fines and reputational harm.

We and the Adviser and its affiliates are subject to numerous laws and regulations in various jurisdictions relating to privacy and the storage, sharing, use, processing, disclosure and protection of information that we and our affiliates hold. The EU’s General Data Protection Regulation, the Cayman Islands Data Protection Act (2021 Revision), and the California Consumer Privacy Act of 2018, as amended, are recent examples of such laws, and we anticipate new privacy and data protection laws and regulations will be passed in other jurisdictions in the future. For example, the SEC has adopted changes to Regulation S-P, which requires, among other things, that registered investment advisers notify affected individuals of a breach involving their personal information when there has been an incident that rises to the level of being a reportable breach. In general, these laws and regulations introduce many new obligations on us and create new rights for parties who have given any of us their personal information, such as investors and others. The scope of data protection and privacy laws and regulations is rapidly evolving, and such laws and regulations are subject to differing interpretations. Any inability or perceived inability to adequately address privacy concerns, or comply with applicable laws and regulations, even if unfounded, could result in regulatory and third-party liability, increased costs, disruption to our operations, and reputational damage. Obligations to which we are subject impose compliance costs and risks of penalties, which could increase as such laws and regulations evolve globally. Moreover, as data protection and privacy laws and regulations continue to develop, it could be more difficult and/or more costly for us to collect, store, use, transmit and process personal information.

The costs of monitoring, interpreting and, where applicable, complying with global data protection and privacy laws and regulations could have a material adverse effect on the business, results of the operations and financial condition of us and of our portfolio companies. The continued development of these laws and regulations and their interpretations could increase compliance costs, restrict our ability to offer services in certain locations, require changes to business practices, result in negative publicity or significant costs or penalties associated with litigation and/or regulatory action, all of which could adversely affect our business, financial conditions and results of operations, including affecting investment returns.

While we, the Adviser and its affiliates take reasonable efforts to comply with data protection and privacy laws and regulations, it is possible that we will not be able to accurately anticipate the ways in which regulators and courts will apply or interpret these laws, and there can be no assurance that we will not be subject to regulatory or individual legal action, including fines, in the event of a

security incident, alleged non-compliance with applicable data protection and privacy laws or regulations, or other claim that an individual’s privacy rights have been violated. Many regulators have indicated an intention to take more aggressive enforcement actions regarding data privacy matters, and private litigation resulting from such matters is increasing and resulting in large judgments and settlements.

Compliance with the SEC’s Regulation Best Interest may negatively impact our ability to raise capital, which would harm our ability to achieve our investment objectives.

Commencing June 30, 2020, broker-dealers must comply with Regulation Best Interest, which, among other requirements, enhances the existing standard of conduct for broker-dealers and natural persons who are associated persons of a broker-dealer when recommending to a retail customer any securities transaction or investment strategy involving securities to a retail customer. The impact of Regulation Best Interest on broker-dealers participating in our offering cannot be determined at this time, but it may negatively impact whether broker-dealers and their associated persons recommend this offering to retail customers. If Regulation Best Interest reduces our ability to raise capital in this offering, it would harm our ability to create a diversified portfolio of investments and achieve our investment objectives and would result in our fixed operating costs representing a larger percentage of our gross income. Our inability to raise capital may result from broker-dealers determining not to recommend us to their customers because doing so may not be in the customers’ best interest.

Our Declaration of Trust includes exclusive forum and jury trial waiver provisions that could limit a shareholder’s ability to bring a claim or, if such provisions are deemed inapplicable or unenforceable by a court, may cause us to incur additional costs associated with such action.

Our Declaration of Trust provides that, to the fullest extent permitted by law, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of a duty owed by any trustee, officer or other agent of ours to us or our shareholders, (iii) any action asserting a claim arising pursuant to any provision of Title 12 of the Delaware Code, Delaware statutory or common law, our Declaration of Trust, or (iv) any action asserting a claim governed by the internal affairs doctrine (for the avoidance of doubt, including any claims brought to interpret, apply or enforce the federal securities laws of the United States, including, without limitation, the 1940 Act or the securities or antifraud laws of any international, national, state, provincial, territorial, local or other governmental or regulatory authority, including, in each case, the applicable rules and regulations promulgated thereunder) shall be the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, any other court in the State of Delaware with subject matter jurisdiction. In addition, our Declaration of Trust provides that no shareholder may maintain a derivative action on behalf of us unless holders of at least ten percent (10%) of the outstanding shares join in the bringing of such action. These provisions of our Declaration of Trust may make it more difficult for shareholders to bring a derivative action than a company without such provisions.

Our Declaration of Trust also includes an irrevocable waiver of the right to trial by jury in all such claims, suits, actions and proceedings. Any person purchasing or otherwise acquiring any of our Common Shares shall be deemed to have notice of and to have consented to these provisions of our Declaration of Trust. These provisions may limit a shareholder’s ability to bring a claim in a judicial forum or in a manner that it finds favorable for disputes with us or our trustees or officers, which may discourage such lawsuits. Alternatively, if a court were to find the exclusive forum provision or the jury trial waiver provision to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions or in other manners, which could have a material adverse effect on our business, financial condition and results of operations.

Notwithstanding any of the foregoing, neither we nor any of our investors are permitted to waive compliance with any provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.

We are exposed to risks associated with changes in interest rates, including the current interest rate environment.

General interest rate fluctuations may have a substantial negative impact on our investments and our investment returns and, accordingly, may have a material adverse effect on our investment objective and our net investment income.

Because we borrow money and may issue debt securities or preferred stock to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds or pay interest or dividends on such debt securities or preferred stock and the rate at which we invest these funds. In periods of rising interest rates, our interest income will increase as the majority of our portfolio bears interest at variable rates while our cost of funds will also increase, to a lesser extent, with the net impact being an increase to our net investment income. Conversely, if interest rates decrease we may earn less interest income from investments and our cost of funds will also decrease, to a lesser extent, resulting in lower net investment income. From time to time, we may also enter into certain hedging transactions to mitigate our exposure to changes in interest rates. However, we cannot assure

you that such transactions will be successful in mitigating our exposure to interest rate risk. 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.

Rising interest rates may also increase the cost of debt for our underlying portfolio companies, which could adversely impact their financial performance and ability to meet ongoing obligations to us. Also, an increase in interest rates available to investors could make an investment in our common shares less attractive if we are not able to pay dividends at a level that provides a similar return, which could reduce the value of our common shares.

Inflation has adversely affected and may continue to adversely affect the business, results of operations and financial condition of our portfolio companies.

Certain of our portfolio companies are in industries that have been, or may be, impacted by inflation. Recent inflationary pressures have increased the costs of labor, energy and raw materials and have adversely affected consumer spending, economic growth and our portfolio companies’ operations. If such portfolio companies are unable to pass any increases in their costs of operations along to their customers, it could adversely affect their operating results and impact their ability to pay interest and principal on our loans, particularly if interest rates rise in response to inflation. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future realized or unrealized losses and therefore reduce our net assets resulting from operations. Additionally, the Federal Reserve has raised, and may in the future continue to raise, certain benchmark interest rates in an effort to combat inflation. See “—We are exposed to risks associated with changes in interest rates, including the current interest rate environment.”

Disruptions to the global supply chain may have adverse impact on our portfolio companies and, in turn, harm us.

Supply chain disruptions may have an adverse impact on the business of our portfolio companies. Potential adverse impacts to certain of our portfolio companies may include, among others, increased costs, inventory shortages, shipping and project completion delays, and inability to meet customer demand.

The failure of major financial institutions, namely banks, or sustained financial market illiquidity, could adversely affect our and/or our portfolio companies’ businesses and results of operations.

The failure of certain financial institutions, namely banks, may increase the possibility of a sustained deterioration of financial market liquidity, or illiquidity at clearing, cash management and/or custodial financial institutions. The failure of a bank (or banks) with which we and/or our portfolio companies have a commercial relationship could adversely affect, among other things, our and/or our portfolio companies’ ability to pursue key strategic initiatives, including by affecting our ability to access funds or other assets, make any required payments under debt or other contractual obligations, pay distributions or pursue key strategic initiations and/or borrow from financial institutions on favorable terms, or at all. In the event a portfolio company, or potential portfolio company, has a commercial relationship with a bank that has failed or is otherwise distressed, such portfolio company may experience delays or other issues in meeting certain obligations or consummating transactions. Additionally, if a portfolio company’s sponsor has a commercial relationship with a bank that has failed or is otherwise distressed, the portfolio company may experience issues receiving financial support from a sponsor to support its operations or consummate transactions, to the detriment of their business, financial condition and/or results of operations. In addition, such bank failure(s) could affect, in certain circumstances, the ability of both affiliated and unaffiliated co-lenders, including syndicate banks or other fund vehicles, to undertake and/or execute co-investment transactions with us, which in turn may result in fewer co-investment opportunities being made available to us or impact our ability to provide additional follow-on support to portfolio companies. Bank failure(s) or distress could also impact the ability of the Company and portfolio companies to access hedging, loan servicing, monitoring, compliance (including compliance with anti-money laundering and related laws and regulations), administration, intermediation or other services, either permanently or for an extended period of time. Our and our portfolio companies’ ability to spread banking relationships among multiple institutions may be limited by certain contractual arrangements, including liens placed on their respective assets as a result of a bank agreeing to provide financing.

Uncertainty caused by recent bank failures – and general concern regarding the financial health and outlook for other financial institutions – could have an overall negative effect on banking systems and financial markets generally. These recent developments may also have other implications for broader economic and monetary policy, including interest rate policy. For the foregoing reasons, there can be no assurances that conditions in the banking sector and in global financial markets will not worsen and/or adversely affect us, our portfolio companies or our respective financial performance.

We may invest in transactions on an expedited basis

Investment analyses and decisions by the Company may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to the Company at the time of making an investment

decision may be limited, and the Company may not have access to detailed information regarding the underlying asset. Therefore, no assurance can be given that the Company will have knowledge of all circumstances that may adversely affect an investment. In addition, the Company expects to rely upon certain independent consultants in connection with its evaluation of proposed investments. No assurance can be given as to the accuracy or completeness of the information provided by such independent consultants, and we may incur liability as a result of such consultants’ actions.

Changes to United States tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, harm us.

As a result of the 2024 U.S. election, the Republican Party currently controls the executive branch of government. Significant changes to U.S. trade policy may occur as a result of the administration change, including the United States re-entering, withdrawing from or renegotiate various trade agreements or other actions that would change current trade policies of the United States. We cannot predict which, if any, of these actions will be taken or, if taken, their effect on the financial stability of the United States. Such actions could have a significant adverse effect on our business, financial condition and results of operations.

Risks Related to Our Investments

Our investments in portfolio companies may be risky, and we could lose all or part of our investment.

Our investments in first-lien senior secured loans, and unsecured loans and other credit investments of “middle market companies,” may be risky and there is no limit on the amount of any such investments in which we may invest.

Loans Risk. The loans that we may invest in include loans that are unitranche, first lien, second lien, third lien or that are unsecured. In addition, the loans we will invest in will usually be rated below investment grade or may also be unrated. Loans are subject to a number of risks described elsewhere in this Annual Report, including credit risk, liquidity risk, below investment grade instruments risk and management risk.

Although certain loans in which we may invest will be secured by collateral, there can be no assurance that such collateral could be readily liquidated or that the liquidation of such collateral would satisfy the borrower’s obligation in the event of non-payment of scheduled interest or principal. In the event of the bankruptcy or insolvency of a borrower, we could experience delays or limitations with respect to our ability to realize the benefits of the collateral securing a loan. In the event of a decline in the value of the already pledged collateral, if the terms of a loan do not require the borrower to pledge additional collateral, we will be exposed to the risk that the value of the collateral will not at all times equal or exceed the amount of the borrower’s obligations under the loans. To the extent that a loan is collateralized by stock in the borrower or its subsidiaries, such stock may lose some or all of its value in the event of the bankruptcy or insolvency of the borrower. Those loans that are under-collateralized involve a greater risk of loss.

Further, there is a risk that any collateral pledged by portfolio companies in which we have taken a security interest may decrease in value over time or lose its entire value, may be difficult to sell in a timely manner, may be difficult to appraise and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the portfolio company to raise additional capital. To the extent our debt investment is collateralized by the securities of a portfolio company’s subsidiaries, such securities may lose some or all of their value in the event of the bankruptcy or insolvency of the portfolio company. Also, in some circumstances, our security interest may be contractually or structurally subordinated to claims of other creditors. In addition, deterioration in a portfolio company’s financial condition and prospects, including its inability to raise additional capital, may be accompanied by deterioration in the value of the collateral for the debt. Secured debt that is under-collateralized involves a greater risk of loss. In addition, second lien debt is granted a second priority security interest in collateral, which means that any realization of collateral will generally be applied to pay senior secured debt in full before second lien debt is paid. Consequently, the fact that debt is secured does not guarantee that we will receive principal and interest payments according to the debt’s terms, or at all, or that we will be able to collect on the debt should it be forced to enforce remedies.

Loans are not registered with the SEC, or any state securities commission, and are not listed on any national securities exchange. There is less readily available or reliable information about most loans than is the case for many other types of securities, including securities issued in transactions registered under the Securities Act or registered under the Exchange Act. No active trading market may exist for some loans, and some loans may be subject to restrictions on resale. A secondary market may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods, which may impair the ability to realize full value and thus cause a material decline in our NAV. In addition, we may not be able to readily dispose of our loans at prices that approximate those at which we could sell such loans if they were more widely-traded and, as a result of such illiquidity, we may have to sell other investments or engage in borrowing transactions if necessary to raise cash to meet our obligations. During periods of limited supply and liquidity of loans, our yield may be lower.

Some loans are subject to the risk that a court, pursuant to fraudulent conveyance or other similar laws, could subordinate the loans to presently existing or future indebtedness of the borrower or take other action detrimental to lenders, including us. Such court action could under certain circumstances include invalidation of loans.

If legislation of state or federal regulations impose additional requirements or restrictions on the ability of financial institutions to make loans, the availability of loans for investment by us may be adversely affected. In addition, such requirements or restrictions could reduce or eliminate sources of financing for certain borrowers. This would increase the risk of default.

If legislation or federal or state regulations require financial institutions to increase their capital requirements this may cause financial institutions to dispose of loans that are considered highly levered transactions. Such sales could result in prices that, in the opinion of the Adviser, do not represent fair value. If we attempt to sell a loan at a time when a financial institution is engaging in such a sale, the price we could get for the loan may be adversely affected.

We may acquire loans through assignments or participations. The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, the purchaser’s rights can be more restricted than those of the assigning institution, and we may not be able to unilaterally enforce all rights and remedies under the loan and with regard to any associated collateral.

A participation typically results in a contractual relationship only with the institution selling the participation interest, not with the borrower. Sellers of participations typically include banks, broker-dealers, other financial institutions and lending institutions. Certain participation agreements also include the option to convert the participation to a full assignment under agreed upon circumstances.

In purchasing participations, we generally will have no right to enforce compliance by the borrower with the terms of the loan agreement against the borrower, and we may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, we will be exposed to the credit risk of both the borrower and the institution selling the participation. Further, in purchasing participations in lending syndicates, we may not be able to conduct the due diligence on the borrower or the quality of the loan with respect to which it is buying a participation that we would otherwise conduct if it were investing directly in the loan, which may result in us being exposed to greater credit or fraud risk with respect to the borrower or the loan than we expected when initially purchasing the participation.

We also may originate loans or acquire loans by participating in the initial issuance of the loan as part of a syndicate of banks and financial institutions, or receive its interest in a loan directly from the borrower.

The Adviser regularly reviews each broker-dealer counterparty for, among other things, its quality and the quality of its execution. The established procedures and guidelines require trades to be placed for execution only with broker counterparties approved by the Adviser. The factors considered by the Adviser when selecting and approving brokers and dealers include, but are not limited to: (i) quality, accuracy, and timeliness of execution, (ii) review of the reputation, financial strength and stability of the financial institution, (iii) willingness and ability of the counterparty to commit capital, (iv) ongoing reliability and (v) access to underwritten offerings and secondary markets.

Subordinated Debt. Our subordinated debt investments will generally rank junior in priority of payment to senior debt and will generally be unsecured. This may result in a heightened level of risk and volatility or a loss of principal, which could lead to the loss of the entire investment. These investments may involve additional risks that could adversely affect our investment returns. To the extent interest payments associated with such debt are deferred, such debt may be subject to greater fluctuations in valuations, and such debt could subject us and our shareholders to non-cash income. Because we will not receive any principal repayments prior to the maturity of some of our subordinated debt investments, such investments will be of greater risk than amortizing loans.

Non-U.S. Securities. We may invest in non-U.S. securities, which may include securities denominated in U.S. dollars or in non-U.S. currencies, to the extent permitted by the 1940 Act. Because evidence of ownership of such securities usually is held outside the United States, we would be subject to additional risks if we invested in non-U.S. securities, which include possible adverse political and economic developments, seizure or nationalization of foreign deposits and adoption of governmental restrictions, which might adversely affect or restrict the payment of principal and interest on the non-U.S. securities to shareholders located outside the country of the issuer, whether from currency blockage or otherwise. Because non-U.S. securities may be purchased with and payable in foreign currencies, the value of these assets as measured in U.S. dollars may be affected unfavorably by changes in currency rates and exchange control regulations.

Junior, Unsecured Securities. Our strategy may entail acquiring securities that are junior or unsecured instruments. While this approach can facilitate obtaining control and then adding value through active management, it also means that certain of our

investments may be unsecured. If a portfolio company becomes financially distressed or insolvent and does not successfully reorganize, we will have no assurance (compared to those distressed securities investors that acquire only fully collateralized positions) that we will recover any of the principal that we have invested. Similarly, investments in “last out” pieces of unitranche loans will be similar to second lien loans in that such investments will be junior in priority to the “first out” piece of the same unitranche loan with respect to payment of principal, interest and other amounts. Consequently, the fact that debt is secured does not guarantee that we will receive principal and interest payments according to the debt’s terms, or at all, or that we will be able to collect on the debt should it be forced to enforce its remedies.

While such junior or unsecured investments may benefit from the same or similar financial and other covenants as those enjoyed by the indebtedness ranking more senior to such investments and may benefit from cross-default provisions and security over the issuer’s assets, some or all of such terms may not be part of particular investments. Moreover, our ability to influence an issuer’s affairs, especially during periods of financial distress or following insolvency, is likely to be substantially less than that of senior creditors. For example, under typical subordination terms, senior creditors are able to block the acceleration of the junior debt or the exercise by junior debt holders of other rights they may have as creditors. Accordingly, we may not be able to take steps to protect investments in a timely manner or at all, and there can be no assurance that our rate of return objectives or any particular investment will be achieved. In addition, the debt securities in which we will invest may not be protected by financial covenants or limitations upon additional indebtedness, may have limited liquidity and are not expected to be rated by a credit rating agency.

Early repayments of our investments may have a material adverse effect on our investment objectives. In addition, depending on fluctuations of the equity markets and other factors, warrants and other equity investments may become worthless.

There can be no assurance that attempts to provide downside protection through contractual or structural terms with respect to our investments will achieve their desired effect and potential investors should regard an investment in us as being speculative and having a high degree of risk. Furthermore, we have limited flexibility to negotiate terms when purchasing newly issued investments in connection with a syndication of mezzanine or certain other junior or subordinated investments or in the secondary market.

Below Investment Grade Risk. In addition, we intend to invest in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade 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. They may also be difficult to value and illiquid. The major risks of below investment grade securities include:

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Below investment grade securities may be issued by less creditworthy issuers. Issuers of below investment grade securities may have a larger amount of outstanding debt relative to their assets than issuers of investment grade securities. In the event of an issuer’s bankruptcy, claims of other creditors may have priority over the claims of holders of below investment grade securities, leaving few or no assets available to repay holders of below investment grade securities.

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Prices of below investment grade securities are subject to extreme price fluctuations. Adverse changes in an issuer’s industry and general economic conditions may have a greater impact on the prices of below investment grade securities than on other higher-rated fixed-income securities.

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Issuers of below investment grade securities may be unable to meet their interest or principal payment obligations because of an economic downturn, specific issuer developments or the unavailability of additional financing.

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Below investment grade securities frequently have redemption features that permit an issuer to repurchase the security from us before it matures. If the issuer redeems below investment grade securities, we may have to invest the proceeds in securities with lower yields and may lose income.

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Below investment grade securities may be less liquid than higher-rated fixed-income securities, even under normal economic conditions. There are fewer dealers in the below investment grade securities market, and there may be significant differences in the prices quoted by the dealers. Judgment may play a greater role in valuing these securities and we may be unable to sell these securities at an advantageous time or price.

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We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting issuer.

The credit rating of a high-yield security does not necessarily address its market value risk. Ratings and market value may change from time to time, positively or negatively, to reflect new developments regarding the issuer.

Mezzanine Loans. Our mezzanine debt securities generally will have ratings or implied or imputed ratings below investment grade. They will be obligations of corporations, partnerships or other entities that are generally unsecured, typically are subordinated to other obligations of the obligor and generally have greater credit and liquidity risk than is typically associated with investment

grade corporate obligations. Accordingly, the risks associated with mezzanine debt securities include a greater possibility that adverse changes in the financial condition of the obligor or in general economic conditions (including a sustained period of rising interest rates or an economic downturn) may adversely affect the obligor’s ability to pay principal and interest on its debt. Many obligors on mezzanine debt securities are highly leveraged, and specific developments affecting such obligors, including reduced cash flow from operations or the inability to refinance debt at maturity, may also adversely affect such obligors’ ability to meet debt service obligations. Mezzanine debt securities are often issued in connection with leveraged acquisitions or recapitalizations, in which the issuers incur a substantially higher amount of indebtedness than the level at which they had previously operated. Default rates for mezzanine debt securities have historically been higher than has been the case for investment grade securities.

Equity Investments. We may make select equity investments. In addition, in connection with our debt investments, we on occasion may receive equity interests such as warrants or options as additional consideration. The equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.

Preferred Securities. Investments in preferred securities involve certain risks. Certain preferred securities contain provisions that allow an issuer under certain conditions to skip or defer distributions. If we own a preferred security that is deferring its distribution, we may be required to include the amount of the deferred distribution in its taxable income for tax purposes although it does not currently receive such amount in cash. In order to receive the special treatment accorded to RICs and their shareholders under the Code and to avoid U.S. federal income and/or excise taxes at the company level, we may be required to distribute this income to shareholders in the tax year in which the income is recognized (without a corresponding receipt of cash). Therefore, we may be required to pay out as an income distribution in any such tax year an amount greater than the total amount of cash income we actually received, and to sell portfolio securities, including at potentially disadvantageous times or prices, to obtain cash needed for these income distributions. Preferred securities often are subject to legal provisions that allow for redemption in the event of certain tax or legal changes or at the issuer’s call. In the event of redemption, we may not be able to reinvest the proceeds at comparable rates of return. Preferred securities are subordinated to bonds and other debt securities in an issuer’s capital structure in terms of priority for corporate income and liquidation payments, and therefore will be subject to greater credit risk than those debt securities. Preferred securities may trade less frequently and in a more limited volume and may be subject to more abrupt or erratic price movements than many other securities, such as common stocks, corporate debt securities and U.S. government securities.

“Covenant-lite” Obligations. We may invest in, or obtain exposure to, obligations that may be “covenant-lite,” which means such obligations lack certain financial maintenance covenants. While these loans may still contain other collateral protections, a covenant-lite loan may carry more risk than a covenant-heavy loan made by the same borrower, as it does not require the borrower to provide affirmation that certain specific financial tests have been satisfied on a routine basis as is required under a covenant-heavy loan agreement. Should a loan we hold begin to deteriorate in quality, our ability to negotiate with the borrower may be delayed under a covenant-lite loan compared to a loan with full maintenance covenants. This may in turn delay our ability to seek to recover our investment.

Bridge Financings. From time to time, we may lend to portfolio companies on a short-term, unsecured basis or otherwise invest on an interim basis in portfolio companies in anticipation of a future issuance of equity or long-term debt securities or other refinancing or syndication. Such bridge loans would typically be convertible into a more permanent, long-term security; however, for reasons not always in our control, such long-term securities issuance or other refinancing or syndication may not occur and such bridge loans and interim investments may remain outstanding. In such event, the interest rate on such loans or the terms of such interim investments may not adequately reflect the risk associated with the position taken by us.

Restructurings. Investments in companies operating in workout or bankruptcy modes present additional legal risks, including fraudulent conveyance, voidable preference and equitable subordination risks. The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There is no assurance that we will correctly evaluate the value of the assets collateralizing our loans or the prospects for a successful reorganization or similar action.

Our portfolio companies may have, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt in which we invest. By their terms, such debt instruments may entitle the holders to receive payment of interest or principal on or before the dates on which we are entitled to receive payments with respect to the debt instruments in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any proceeds. After repaying such senior creditors, such portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt instruments in which we invest, we would have to share on an equal basis any

distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.

There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.

If one of our portfolio companies were to file for bankruptcy, depending on the facts and circumstances, including the extent to which we actually provided managerial assistance to that portfolio company, a bankruptcy court might re-characterize our debt investment and subordinate all or a portion of our claim to that of other creditors. We may also be subject to lender liability claims for actions taken by us with respect to a borrower’s business or instances where we exercise control over the borrower.

We generally will not control our portfolio companies.

We do not expect to control most of our portfolio companies, even though we may have board representation or board observation rights, and our debt agreements with such portfolio companies may contain certain restrictive covenants. As a result, we are subject to the risk that a portfolio company in which we invest may make business decisions with which we disagree and the management of such company, as representatives of the holders of the company’s common equity, may take risks or otherwise act in ways that do not serve our interests as debt investors. Due to the lack of liquidity for our investments in non-traded companies, we may not be able to dispose of our interests in our portfolio companies as readily as we would like or at an appropriate valuation. As a result, a portfolio company may make decisions that could decrease the value of our portfolio holdings. In addition, in the event of fraud by any portfolio company or any of its managers or affiliates, the Company may suffer a partial or total loss of capital invested in that portfolio company.

Changes in interest rates may adversely affect the value of our portfolio investments, which could have an adverse effect on our business, financial condition, and results of operations.

We are subject to financial market risks, including changes in interest rates. General interest rate fluctuations may have a substantial negative impact on our investments and investment opportunities and, accordingly, have a material adverse effect on our investment objectives and our rate of return on invested capital. In addition, an increase in interest rates would make it more expensive to use debt for our financing needs.

In the current interest rate environment, payments under floating rate debt instruments generally will rise and there may be a significant number of issuers of such floating rate debt instruments that are unable or unwilling to pay such increased interest costs and may otherwise be unable to repay their loans. Investments in floating rate debt instruments may also decline in value in response to rising interest rates if the interest rates of such investments do not rise as much, or as quickly, as market interest rates in general. Similarly, during periods of rising interest rates, fixed-rate debt instruments may decline in value because the fixed rates of interest paid thereunder may be below market interest rates.

Second priority liens on collateral securing debt investments that we make to our portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us.

Certain debt investments that we make to portfolio companies may be secured on a second priority basis by the same collateral securing first priority debt of such companies. The first priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the loans. The holders of obligations secured by the first priority liens on the collateral will generally control the liquidation of and be entitled to receive proceeds from any realization of the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from the sale or sales of all of the collateral would be sufficient to satisfy the debt obligations secured by the second priority liens after payment in full of all obligations secured by the first priority liens on the collateral. If such proceeds are not sufficient to repay amounts outstanding under the debt obligations secured by the second priority liens, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company’s remaining assets, if any.

We may also make unsecured debt investments in portfolio companies, meaning that such investments will not benefit from any interest in collateral of such companies. Liens on such portfolio companies’ collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt and may secure certain future debt that is permitted to be incurred by the portfolio company under its secured debt agreements. The holders of obligations secured by such liens will generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before we are so entitled. In

addition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from the sale or sales of such collateral would be sufficient to satisfy its unsecured debt obligations after payment in full of all secured debt obligations. If such proceeds are not sufficient to repay the outstanding secured debt obligations, then its unsecured claims would rank equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if any.

The rights we may have with respect to the collateral securing the debt investments we make to our portfolio companies with senior debt outstanding may also be limited pursuant to the terms of one or more intercreditor agreements that we enter into with the holders of senior debt. Under such an intercreditor agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first priority liens: the ability to cause the commencement of enforcement proceedings against the collateral; the ability to control the conduct of such proceedings; the approval of amendments to collateral documents; releases of liens on the collateral; and waivers of past defaults under collateral documents. We may not have the ability to control or direct such actions, even if our rights are adversely affected.

Economic recessions or downturns could impair our portfolio companies and adversely affect our operating results.

Many of our portfolio companies may be susceptible to economic recessions or downturns and may be unable to repay our debt investments during these periods. Therefore, our non-performing assets are likely to increase, and the value of our portfolio is likely to decrease during these periods. Adverse economic conditions may also decrease the value of any collateral securing our senior secured debt. A prolonged recession may further decrease the value of such collateral and result in losses of value in our portfolio and a decrease in our revenues, net income and NAV. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us on terms we deem acceptable. These events could prevent us from increasing investments and adversely affect our operating results.

Our portfolio companies may be highly leveraged.

Some of our portfolio companies may be highly leveraged, which may have adverse consequences to these companies and to us as an investor. These companies may be subject to restrictive financial and operating covenants and the leverage may impair these companies’ ability to finance their future operations and capital needs. As a result, these companies’ flexibility to respond to changing business and economic conditions and to take advantage of business opportunities may be limited. Further, a leveraged company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used.

Investing in middle market companies involves a number of significant risks, any one of which could have a material adverse effect on our operating results.

Investments in middle market companies involve the same risks that apply generally to investments in larger, more established companies. However, such investments have more pronounced risks in that middle market companies:

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may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing on any guarantees we may have obtained in connection with our investment;

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have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tends to render them more vulnerable to competitors’ actions and changing market conditions, as well as general economic downturns;

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are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us;

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generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. In addition, our executive officers, trustees and members of the Adviser may, in the ordinary course of business, be named as defendants in litigation arising from our investments in the portfolio companies; and

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may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity.

We may not realize gains from our equity investments.

Certain investments that we may make could include warrants or other equity securities. In addition, we may make direct equity investments in portfolio companies. Our goal is ultimately to realize gains upon our disposition of such equity interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience. We also may be unable to realize any value if a portfolio company does not have a liquidity event, such as a sale of the business, recapitalization or public offering, which would allow us to sell the underlying equity interests.

An investment strategy focused primarily on privately-held companies presents certain challenges, including, but not limited to, the lack of available information about these companies.

We intend to invest primarily in privately-held companies. Investments in private companies pose significantly greater risks than investments in public companies. First, private companies have reduced access to the capital markets, resulting in diminished capital resources and the ability to withstand financial distress. Second, the depth and breadth of experience of management in private companies tends to be less than that at public companies, which makes such companies more likely to depend on the management talents and efforts of a smaller group of persons and/or persons with less depth and breadth of experience. Therefore, the decisions made by such management teams and/or the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our investments and, in turn, on us. Third, the investments themselves tend to be less liquid. As such, we may have difficulty exiting an investment promptly or at a desired price prior to maturity or outside of a normal amortization schedule. As a result, the relative lack of liquidity and the potential diminished capital resources of our target portfolio companies may affect our investment returns. Fourth, little public information generally exists about private companies. Further, these companies may not have third-party debt ratings or audited financial statements. We must therefore rely on the ability of the Adviser to obtain adequate information through due diligence to evaluate the creditworthiness and potential returns from investing in these companies. The Adviser would typically assess an investment in a portfolio company based on the Adviser’s estimate of the portfolio company’s earnings and enterprise value, among other things, and these estimates may be based on limited information and may otherwise be inaccurate, causing the Adviser to make different investment decisions than it may have made with more complete information. These companies and their financial information will generally not be subject to the Sarbanes-Oxley Act and other rules that govern public companies. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose money on our investments.

Our investments in securities or assets of publicly-traded companies are subject to the risks inherent in investing in public securities.

We may invest a portion of our portfolio in publicly-traded assets. For example, it is not expected that we will be able to negotiate additional financial covenants or other contractual rights, which we might otherwise be able to obtain in making privately negotiated investments. In addition, by investing in publicly-traded securities or assets, we will be subject to U.S. federal and state securities laws, as well as non-U.S. securities laws, that may, among other things, restrict or prohibit our ability to make or sell an investment. Moreover, we may not have the same access to information in connection with investments in public securities, either when investigating a potential investment or after making an investment, as compared to privately negotiated investments. Furthermore, we may be limited in our ability to make investments and to sell existing investments in public securities because the Adviser may be deemed to have material, non-public information regarding the issuers of those securities or as a result of other internal policies. Such limitations may result from, for example, the antifraud provisions of the federal securities laws. The inability to sell public securities in these circumstances could materially adversely affect our investment results. In addition, an investment may be sold by us to a public company where the consideration received is a combination of cash and stock of the public company, which may, depending on the securities laws of the relevant jurisdiction, be subject to lock-up periods.

A lack of liquidity in certain of our investments may adversely affect our business.

We intend to invest in certain companies whose securities are not publicly-traded or actively traded on the secondary market, and whose securities are subject to legal and other restrictions on resale or will otherwise be less liquid than publicly-traded securities. The illiquidity of certain of our investments may make it difficult for us to sell these investments when desired. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we had previously recorded these investments. The reduced liquidity of our investments may make it difficult for us to dispose of them at a favorable price, and, as a result, we may suffer losses.

Our investments may include original issue discount and payment-in-kind instruments.

To the extent that we invest in original issue discount or PIK instruments and the accretion of original issue discount or PIK interest income constitutes a portion of our income, we will be exposed to risks associated with the requirement to include such non-cash income in taxable and accounting income prior to receipt of cash, including the following:

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the higher interest rates on PIK instruments reflect the payment deferral and increased credit risk associated with these instruments, and PIK instruments generally represent a significantly higher credit risk than coupon loans;

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original issue discount and PIK instruments may have unreliable valuations because the accruals require judgments about collectability of the deferred payments and the value of any associated collateral;

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an election to defer PIK interest payments by adding them to the principal on such instruments increases our future investment income which increases our net assets and, as such, increases the Adviser’s future base management fees which, thus, increases the Adviser’s future income incentive fees at a compounding rate;

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market prices of PIK instruments and other zero coupon instruments are affected to a greater extent by interest rate changes, and may be more volatile than instruments that pay interest periodically in cash. While PIK instruments are usually less volatile than zero coupon debt instruments, PIK instruments are generally more volatile than cash pay securities;

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the deferral of PIK interest on an instrument increases the loan-to-value ratio, which is a measure of the riskiness of a loan, with respect to such instrument;

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even if the conditions for income accrual under U.S. generally accepted accounting principles (“U.S. GAAP”) are satisfied, a borrower could still default when actual payment is due upon the maturity of such loan;

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for accounting purposes, cash distributions to investors representing original issue discount income do not come from paid-in capital, although they may be paid from the offering proceeds. Thus, although a distribution of original issue discount income may come from the cash invested by investors, the 1940 Act does not require that investors be given notice of this fact;

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the required recognition of original issue discount or PIK interest for U.S. federal income tax purposes may have a negative impact on liquidity, as it represents a non-cash component of our investment company taxable income that may require cash distributions to shareholders in order to maintain our ability to be subject to tax as a RIC; and

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original issue discount may create a risk of non-refundable cash payments to the Adviser based on non-cash accruals that may never be realized.

We may enter into a TRS agreement that exposes us to certain risks, including market risk, liquidity risk and other risks similar to those associated with the use of leverage.

A TRS is a contract in which one party agrees to make periodic payments to another party based on the change in the market value of the assets underlying the TRS, which may include a specified security, basket of securities or securities indices during a specified period, in return for periodic payments based on a fixed or variable interest rate. A TRS effectively adds leverage to a portfolio by providing investment exposure to a security or market without owning or taking physical custody of such security or investing directly in such market. Because of the unique structure of a TRS, a TRS often offers lower financing costs than are offered through more traditional borrowing arrangements.

A TRS is subject to market risk, liquidity risk and risk of imperfect correlation between the value of the TRS and the loans underlying the TRS. In addition, we may incur certain costs in connection with the TRS that could in the aggregate be significant. A TRS is also subject to the risk that a counterparty will default on its payment obligations thereunder or that we will not be able to meet our obligations to the counterparty.

We may enter into repurchase agreements.

Subject to our investment objective and policies, we may invest in repurchase agreements as a buyer for investment purposes. Repurchase agreements typically involve the acquisition by us of debt securities from a selling financial institution such as a bank, savings and loan association or broker-dealer. The agreement provides that we will sell the securities back to the institution at a fixed time in the future for the purchase price plus premium (which often reflects the interests). We do not bear the risk of a decline in the value of the underlying security unless the seller defaults under its repurchase obligation. In the event of the bankruptcy or other default of a seller of a repurchase agreement, we could experience both delays in liquidating the underlying securities and losses, including (1) possible decline in the value of the underlying security during the period in which we seek to enforce our rights thereto; (2) possible lack of access to income on the underlying security during this period; and (3) expenses of enforcing our rights. In

addition, as described above, the value of the collateral underlying the repurchase agreement will be at least equal to the repurchase price, including any accrued interest earned on the repurchase agreement. In the event of a default or bankruptcy by a selling financial institution, we generally will seek to liquidate such collateral. However, the exercise of our right to liquidate such collateral could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the repurchase price, we could suffer a loss.

We may enter into securities lending agreements.

We may from time to time make secured loans of our marginable securities to brokers, dealers and other financial institutions if our asset coverage, as defined in the 1940 Act, would at least equal 150% immediately after each such loan. The risks in lending portfolio securities, as with other extensions of credit, consist of possible delay in recovery of the securities or possible loss of rights in the collateral should the borrower fail financially. However, such loans will be made only to brokers and other financial institutions that are believed by the Adviser to be of high credit standing. Securities loans are made to broker-dealers pursuant to agreements requiring that loans be continuously secured by collateral consisting of U.S. government securities, cash or cash equivalents (e.g., negotiable certificates of deposit, bankers’ acceptances or letters of credit) maintained on a daily mark-to-market basis in an amount at least equal at all times to the market value of the securities lent. If we enter into a securities lending arrangement, the Adviser, as part of its responsibilities under the Investment Advisory Agreement, will invest our cash collateral in accordance with our investment objectives and strategies. We will pay the borrower of the securities a fee based on the amount of the cash collateral posted in connection with the securities lending program. The borrower will pay to us, as the lender, an amount equal to any dividends or interest received on the securities lent.

We may invest the cash collateral received only in accordance with our investment objectives, subject to our agreement with the borrower of the securities. In the case of cash collateral, we expect to pay a rebate to the borrower. The reinvestment of cash collateral will result in a form of effective leverage for us.

Although voting rights or rights to consent with respect to the loaned securities pass to the borrower, we, as the lender, will retain the right to call the loans and obtain the return of the securities loaned at any time on reasonable notice, and it will do so in order that the securities may be voted by us if the holders of such securities are asked to vote upon or consent to matters materially affecting the investment. We may also call such loans in order to sell the securities involved. When engaged in securities lending, our performance will continue to reflect changes in the value of the securities loaned and will also reflect the receipt of interest through investment of cash collateral by us in permissible investments.

We may from time to time enter into credit default swaps or other derivative transactions which expose us to certain risks, including credit risk, market risk, liquidity risk and other risks similar to those associated with the use of leverage.

We may from time to time enter into credit default swaps or other derivative transactions that seek to modify or replace the investment performance of a particular reference security or other asset. These transactions are typically individually negotiated, non-standardized agreements between two parties to exchange payments, with payments generally calculated by reference to a notional amount or quantity. Swap contracts and similar derivative contracts are not traded on exchanges; rather, banks and dealers act as principals in these markets. These investments may present risks in excess of those resulting from the referenced security or other asset. Because these transactions are not an acquisition of the referenced security or other asset itself, the investor has no right directly to enforce compliance with the terms of the referenced security or other asset and has no voting or other consensual rights of ownership with respect to the referenced security or other asset. In the event of insolvency of a counterparty, we will be treated as a general creditor of the counterparty and will have no claim of title with respect to the referenced security or other asset.

A credit default swap is a contract in which one party buys or sells protection against a credit event with respect to an issuer, such as an issuer’s failure to make timely payments of interest or principal on its debt obligations, bankruptcy or restructuring during a specified period. Generally, if we sell credit protection using a credit default swap, we will receive fixed payments from the swap counterparty and if a credit event occurs with respect to the applicable issuer, we will pay the swap counterparty par for the issuer’s defaulted debt securities and the swap counterparty will deliver the defaulted debt securities to us. Generally, if we buy credit protection using a credit default swap, we will make fixed payments to the counterparty and if a credit event occurs with respect to the applicable issuer, we will deliver the issuer’s defaulted securities underlying the swap to the swap counterparty and the counterparty will pay us par for the defaulted securities. Alternatively, a credit default swap may be cash settled and the buyer of protection would receive the difference between the par value and the market value of the issuer’s defaulted debt securities from the seller of protection.

Credit default swaps are subject to the credit risk of the underlying issuer. If we are selling credit protection, there is a risk that we will not properly assess the risk of the underlying issuer, a credit event will occur and we will have to pay the counterparty. If we are buying credit protection, there is a risk that we will not properly assess the risk of the underlying issuer, no credit event will occur and we will receive no benefit for the premium paid.

A derivative transaction is also subject to the risk that a counterparty will default on its payment obligations thereunder or that we will not be able to meet our obligations to the counterparty. In some cases, we may post collateral to secure our obligations to the counterparty, and we may be required to post additional collateral upon the occurrence of certain events such as a decrease in the value of the reference security or other asset. In some cases, the counterparty may not collateralize any of its obligations to us. Derivative investments effectively add leverage to a portfolio by providing investment exposure to a security or market without owning or taking physical custody of such security or investing directly in such market. In addition to the risks described above, such arrangements are subject to risks similar to those associated with the use of leverage.

We may acquire various financial instruments for purposes of “hedging” or reducing our risks, which may be costly and ineffective and could reduce our cash available for distribution to our shareholders.

We may seek to hedge against interest rate and currency exchange rate fluctuations and credit risk by using financial instruments such as futures, options, swaps and forward contracts, subject to the requirements of the 1940 Act. These financial instruments may be purchased on exchanges or may be individually negotiated and traded in over-the-counter markets. Use of such financial instruments for hedging purposes may present significant risks, including the risk of loss of the amounts invested. Defaults by the other party to a hedging transaction can result in losses in the hedging transaction. Hedging activities also involve the risk of an imperfect correlation between the hedging instrument and the asset being hedged, which could result in losses both on the hedging transaction and on the instrument being hedged. Use of hedging activities may not prevent significant losses and could increase our losses. Further, hedging transactions may reduce cash available to pay distributions to our shareholders.

Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity.

We are subject to the risk that the investments we make in our portfolio companies may be repaid prior to maturity. When this occurs, we will generally reinvest these proceeds in temporary investments, pending their future investment in new portfolio companies. These temporary investments will typically have substantially lower yields than the debt being prepaid and we could experience significant delays in reinvesting these amounts. Any future investment in a new portfolio company may also be at lower yields than the debt that was repaid. As a result, our results of operations could be materially adversely affected if one or more of our portfolio companies elect to prepay amounts owed to us. Additionally, prepayments, net of prepayment fees, could negatively impact our return on equity.

Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.

Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments in order to: (1) increase or maintain in whole or in part our equity ownership percentage; (2) exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or (3) attempt to preserve or enhance the value of our initial investment.

We may elect not to make follow-on investments or otherwise lack sufficient funds to make those investments. Our failure to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful operation. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make such follow-on investment because we may not want to increase our concentration of risk, because we prefer other opportunities, because we are inhibited by compliance with BDC requirements or because we desire to maintain our tax status.

The effect of global climate change may impact the operations of our portfolio companies.

Climate change creates physical and financial risk and some of our portfolio companies may be adversely affected by climate change. For example, the needs of customers of energy companies vary with weather conditions, primarily temperature and humidity. To the extent weather conditions are affected by climate change, energy use could increase or decrease depending on the duration and magnitude of any changes. Increases in the cost of energy could adversely affect the cost of operations of our portfolio companies if the use of energy products or services is material to their business. A decrease in energy use due to weather changes may affect some of our portfolio companies’ financial condition, through decreased revenues. Extreme weather conditions in general require more system backup, adding to costs, and can contribute to increased system stresses, including service interruptions.

Technological innovations and industry disruptions.

Current trends in the market generally have been toward disrupting a traditional approach to an industry with technological innovation, and multiple young companies have been successful where this trend toward disruption in markets and market practices

has been critical to their success. In this period of rapid technological and commercial innovation, new businesses and approaches may be created that will compete with us and/ or our investments or alter the market practices our strategy has been designed to function within and depend on for investment returns. Any of these new approaches could damage our investments, significantly disrupt the market in which we operate and subject us to increased competition, which could materially and adversely affect our business, financial condition and results of investments.

We are subject to risks associated with artificial intelligence and machine learning technology.

Recent technological advances in artificial intelligence and machine learning technology, or Machine Learning Technology, including OpenAI’s release of its ChatGPT application, pose risks to us and our portfolio investments. While the Company may utilize Machine Learning Technology in connection with its business activities, including investment activities, the Company intends to periodically evaluate and/or adjust internal policies governing use of Machine Learning Technology by its personnel. Notwithstanding any such policies, the Company’s personnel, portfolio managers, senior executives, industry specialists and other associated persons or any affiliates of the Company could, unbeknownst to the Company, utilize Machine Learning Technology in contravention of such policies. We could be further exposed to the risks of Machine Learning Technology if third-party service providers or any counterparties, whether or not known to the Company, also use Machine Learning Technology in their business activities. the Company will not be in a position to control the use of Machine Learning Technology in third-party products or services, including those provided by the Company’s and its affiliates service providers.

Use of Machine Learning Technology by any of the parties described in the previous paragraph could include the input of confidential information (including material non-public information)-either by third parties in contravention of non-disclosure agreements, or by the Company personnel or the aforementioned Company advisors and affiliates in contravention of the Company’s policies, contractual or other obligations or restrictions to which any of the foregoing or any of their affiliates or representatives are subject, or otherwise in violation of applicable laws or regulations relating to treatment of confidential and/or personally identifiable information (including material non-public information) - into Machine Learning Technology applications, resulting in such confidential information becoming part of a dataset that is accessible by other third-party Machine Learning Technology applications and users.

Independent of its context of use, Machine Learning Technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that Machine Learning Technology utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error - potentially materially so - and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of Machine Learning Technology. To the extent that we, or our portfolio investments are exposed to the risks of Machine Learning Technology use, any such inaccuracies or errors could have adverse impacts on us, or our portfolio investments. Conversely, to the extent competitors of the Company and its portfolio companies utilize Machine Learning Technology more extensively than us, there is a possibility that such competitors will gain a competitive advantage.

Machine Learning Technology and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict the future risks that may arise from such developments.

We are subject to risks related to corporate social responsibility.

Businesses, including ours, face increasing public scrutiny related to environmental, social and governance, or ESG activities, which are increasingly considered to contribute to the long-term sustainability of a company’s performance. A variety of organizations measure the performance of companies on ESG topics, and the results of these assessments are widely publicized. In addition, certain major institutional investors have publicly emphasized the importance of such ESG measures to their investment decisions.

Our brand and reputation could be negatively impacted if we fail to act responsibly (or are perceived to have failed to act responsibly) in a number of areas, such as considering ESG factors in our investment processes. Adverse incidents with respect to ESG activities could impact the value of our brand and our relationships with investors, private equity sponsors, or portfolio companies which could adversely affect our business and results of operations. At the same time, there are various approaches to responsible investing activities and divergent views on the consideration of ESG topics. These differing views increase the risk that any action or lack thereof with respect to our Investment Adviser’s consideration of responsible investing or ESG-related practices will be perceived negatively. “Anti-ESG” sentiment has also gained momentum across the U.S., with several states having enacted or proposed “anti-ESG” policies, legislation or issued related legal opinions. If investors subject to such legislation view our practices as being in contradiction of such “anti-ESG” policies, legislation or legal opinions, such investors may not invest in us. Further, asset managers have been subject to recent scrutiny related to ESG-focused industry working groups, initiatives and associations, including organizations advancing action to address climate change or climate-related risk. Such scrutiny could expose the Adviser to the risk of antitrust investigations or challenges by federal authorities, result in reputational harm and discourage certain investors from investing

in us. If the Adviser does not successfully manage expectations across these varied interests, it could erode trust, impact our and their reputation and constrain our investment and fundraising opportunities.

Additionally, new state-level, federal and international regulatory initiatives related to ESG could adversely affect our business. The SEC has proposed rules that, in addition to other matters, would establish a framework for reporting of climate-related risks. There is also a risk that a significant reorientation in the market following the implementation of these and further measures could be adverse to our portfolio companies if they are perceived to be less valuable as a consequence of, for example, their carbon footprint or “greenwashing” (i.e., the holding out of a product as having green or sustainable characteristics where this is not, in fact, the case). We are, and our portfolio companies could be, or could in the future become subject to the risk that similar measures might be introduced in other jurisdictions. At this time, there is uncertainty regarding the scope of such proposals or when they would become effective (if at all). Compliance with any new laws or regulations increases our regulatory burden and could make compliance more difficult and expensive, affect the manner in which we or our portfolio companies conduct our businesses and adversely affect our profitability.

Our investments in CLOs may be riskier and less transparent to us and our shareholders than direct investments in the underlying companies.

We may invest in CLOs. Generally, there may be less information available to us regarding the underlying debt investments held by CLOs than if we had invested directly in the debt of the underlying companies. As a result, our shareholders will not know the details of the underlying securities of the CLOs in which we will invest. Our CLO investments will also be subject to the risk of leverage associated with the debt issued by such CLOs and the repayment priority of senior debt holders in such CLOs. Our investments in prospective portfolio companies may be risky, and we could lose all or part of our investment.

CLOs typically will have no significant assets other than their underlying loans. Accordingly, payments on CLO investments are and will be payable solely from the cash flows from such loans, net of all management fees and other expenses. Payments to us as a holder of CLO investments are and will be met only after payments due on the senior notes (and, where appropriate, the junior secured notes) from time to time have been made in full. This means that relatively small numbers of defaults of loans may adversely impact our returns.

We may be in a subordinated position with respect to realized losses on loans underlying our investments in CLOs. The leveraged nature of CLOs, in particular, magnifies the adverse impact of loan defaults. CLO investments represent a leveraged investment with respect to the underlying loans. Therefore, changes in the market value of the CLO investments could be greater than the change in the market value of the underlying loans, which are subject to credit, liquidity and interest rate risk.

Risks Related to the Adviser and Its Affiliates; Conflicts of Interest

The Adviser and its affiliates receive substantial fees from us in return for their services, and these fees could influence the advice provided to us. We pay to the Adviser an incentive fee that is based on the performance of our portfolio and an annual base management fee that is based on the value of our net assets at the end of the most recently completed calendar quarter. Although the Adviser has a fiduciary duty to us, including with respect to its receipt of compensation, because the incentive fee is based on the performance of our portfolio, the Adviser may be incentivized to make investments on our behalf that are riskier or more speculative than would be the case in the absence of such compensation arrangement. The way in which the incentive fee is determined may also encourage the Adviser to use leverage to increase the return on our investments. Our compensation arrangements could therefore result in us making riskier or more speculative investments than would otherwise be the case. This could result in higher investment losses, particularly during cyclical economic downturns.

In addition, any pre-incentive fee net investment income returns may be computed and paid on income that may include interest that has been accrued but not yet received. If a portfolio company defaults on a loan that is structured to provide accrued interest, it is possible that accrued interest previously included in the calculation of the incentive fee will become uncollectible. The Adviser is not under any obligation to reimburse us for any part of the incentive fee it received that was based on accrued income that we never received as a result of a default by an entity on the obligation that resulted in the accrual of such income, and such circumstances would result in our paying an incentive fee on income we never received.

There may be conflicts of interest related to obligations that the Adviser’s senior management and investment team have to other clients.

The members of the senior management and investment team of the Adviser serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do, or of investment funds managed by the same

personnel. In serving in these multiple capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in our best interests or in the best interest of our shareholders. Our investment objective may overlap with the investment objectives of such investment funds, accounts or other investment vehicles. In particular, we will rely on the Adviser to manage our day-to-day activities and to implement our investment strategy. The Adviser and certain of its affiliates are presently, and plan in the future to continue to be, involved with activities that are unrelated to us. As a result of these activities, the Adviser, its officers and employees and certain of its affiliates will have conflicts of interest in allocating their time between us and other activities in which they are or may become involved, including the management of its affiliated equipment funds. The Adviser and its officers and employees will devote only as much of its or their time to our business as the Adviser and its officers and employees, in their judgment, determine is reasonably required, which may be substantially less than their full time.

We rely, in part, on the Adviser to assist with identifying investment opportunities and making investment recommendations. The Adviser and its affiliates are not restricted from forming additional investment funds, entering into other investment advisory relationships or engaging in other business activities. These activities could be viewed as creating a conflict of interest in that the time and effort of the members of the Adviser, its affiliates and their officers and employees will not be devoted exclusively to our business, but will be allocated between us and such other business activities of the Adviser and its affiliates in a manner that the Adviser deems necessary and appropriate.

The time and resources that individuals employed by Onex Credit devote to us may be diverted and we may face additional competition due to the fact that individuals employed by Onex Credit are not prohibited from raising capital for or managing other investment entities that make the same types of investments that we target.

The Adviser and individuals employed by Onex Credit are generally not prohibited from raising capital for or managing other investment entities that make the same types of investments that we target. As a result, the time and resources that these individuals may devote to us may be diverted. In addition, we may compete with any such investment entity for the same investors and investment opportunities.

The Adviser relies on key personnel, the loss of any of whom could impair its ability to successfully manage us and whose misconduct could negatively impact the Adviser or us.

Our future success depends, to a significant extent, on the continued services of the officers and employees of the Adviser or its affiliates. The loss of services of one or more members of the Adviser’s management team, including members of our investment committee, could adversely affect our financial condition, business and results of operations. Although the Adviser has employment agreements with some or all of these key personnel, employment is “at-will,” and we cannot guarantee that all, or any particular one, will remain affiliated with us and/or the Adviser. Further, we do not intend to separately maintain key person life insurance on any of these individuals.

Misconduct by employees or by third-party service providers could cause significant losses to us. Employee misconduct could include, among other things, binding us to transactions that exceed authorized limits or present unacceptable risks and other unauthorized activities or concealing unsuccessful investments (which, in either case, may result in unknown and unmanaged risks or losses), or otherwise charging (or seeking to charge) inappropriate expenses to us or Onex. In addition, employees and third-party service providers may improperly use or disclose confidential information, which could result in litigation or serious financial harm, including limiting our business prospects or future activities.

There may be trademark risk, as we do not own the Onex name.

We do not own the Onex name, but we are permitted to use it as part of our corporate name pursuant to the License Agreement for so long as our Adviser or one of its affiliates remains our investment adviser. Use of the Onex name by other parties or the termination of the License Agreement may harm our business.

Risks Related to Business Development Companies

Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in section 55(a) of the 1940 Act described as “qualifying” assets, (“Qualifying Assets”) unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are Qualifying Assets. Therefore, we may be precluded from investing in what we believe are attractive investments if such investments are not Qualifying Assets. Conversely, if we fail to invest a sufficient portion of our assets in Qualifying Assets, we could lose our status as a BDC, which would have a material adverse effect on our business, financial condition and results of

operations. Similarly, these rules could prevent us from making additional investments in existing portfolio companies, which could result in the dilution of our position, or could require us to dispose of investments at an inopportune time to comply with the 1940 Act. If we were forced to sell non-Qualifying Assets in the portfolio for compliance purposes, the proceeds from such sale could be significantly less than the current value of such investments.

Failure to maintain our status as a BDC would reduce our operating flexibility.

If we do not remain a BDC, we might be regulated as a registered closed-end investment company under the 1940 Act, which would subject us to substantially more regulatory restrictions under the 1940 Act and correspondingly decrease our operating flexibility.

As a result of the annual distribution requirement to qualify as a RIC, we may need to periodically access the capital markets to raise cash to fund new investments. We may issue “senior securities,” as defined under the 1940 Act, including borrowing money from banks or other financial institutions only in amounts such that our asset coverage meets the threshold set forth in the 1940 Act immediately after each such issuance. The 1940 Act currently requires an asset coverage of at least 150% (i.e., the amount of debt may not exceed two-thirds of the value of our assets). Our ability to issue different types of securities is also limited. Compliance with these requirements may unfavorably limit our investment opportunities and reduce our ability in comparison to other companies to profit from favorable spreads between the rates at which we can borrow and the rates at which we can lend. As a BDC, therefore, we intend to continuously issue equity at a rate more frequent than our privately-owned competitors, which may lead to greater shareholder dilution.

We expect to borrow for investment purposes. If the value of our assets declines, we may be unable to satisfy the asset coverage test, which would prohibit us from paying distributions and could prevent us from qualifying as a RIC. If we cannot satisfy the asset coverage test, we may be required to sell a portion of our investments and, depending on the nature of our debt financing, repay a portion of our indebtedness at a time when such sales may be disadvantageous.

Under the 1940 Act, we generally are prohibited from issuing or selling our Common Shares at a price per share, after deducting selling commissions, that is below our NAV per share, which may be a disadvantage as compared with public companies. In order to determine that we are not selling Common Shares below their then-current NAV, we are required to determine the NAV of its shares within 48 hours prior to the sale of its shares. We may, however, sell our Common Shares, or warrants, options or rights to acquire our Common Shares, at a price below the then-current NAV of our Common Shares if our Board, including our independent Trustees, determines that such sale is in our best interests and the best interests of our shareholders, and our shareholders, as well as those shareholders that are not affiliated with us, approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board, closely approximates the fair value of such securities.

Our ability to enter into transactions with our affiliates is restricted.

We are prohibited under the 1940 Act from participating in certain transactions with certain of our affiliates (including portfolio companies of other clients) without the prior approval of a majority of the independent members of our Board and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities will be our affiliate for purposes of the 1940 Act and generally we will be prohibited from buying or selling any securities from or to such affiliate, absent the prior approval of our Board. However, we may under certain circumstances purchase any such affiliate’s loans or securities in the secondary market, which could create a conflict for the Adviser between our interests and the interests of such affiliate, in that the ability of the Adviser to recommend actions in our best interest may be limited. The 1940 Act also prohibits certain “joint” transactions with certain of our affiliates, which could include investments in the same portfolio company (whether at the same or closely related times), without prior approval of our Board and, in some cases, the SEC. If a person acquires more than 25% of our voting securities, we will be prohibited from buying or selling any security from or to such person or certain of that person’s affiliates, or entering into prohibited joint transactions (including certain co-investments) with such persons, absent the prior approval of the SEC. Similar restrictions limit our ability to transact business with our officers, Trustees, investment advisers, sub-advisers or their affiliates. As a result of these restrictions, we may be prohibited from buying or selling any security from or to any fund or any portfolio company of a fund managed by the Adviser, or entering into joint arrangements such as certain co-investments with these companies or funds without the prior approval of the SEC, which may limit the scope of investment opportunities that would otherwise be available to us. On March 29, 2022, the SEC issued an order, which was amended on September 26, 2023, granting our application for exemptive relief to co-invest, subject to the satisfaction of certain conditions, in certain private placement transactions, with other funds managed by the Adviser or its affiliates. Under the terms of such exemptive order, in order for us to participate in a co-investment transaction, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent trustees must conclude that (i) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to us and our

shareholders and do not involve overreaching with respect of us or our shareholders on the part of any person concerned, and (ii) the proposed transaction is consistent with the interests of our shareholders and is consistent with our investment objectives and strategies and certain criteria established by the Board.

We are uncertain of our sources for funding our future capital needs; if we cannot obtain debt or equity financing on acceptable terms, our ability to acquire investments and to expand our operations will be adversely affected.

The net proceeds from the sale of shares will be used for our investment opportunities, operating expenses and for payment of various fees and expenses such as base management fees, incentive fees and other expenses. Any working capital reserves we maintain may not be sufficient for investment purposes, and we may require debt or equity financing to operate. Accordingly, in the event that we develop a need for additional capital in the future for investments or for any other reason, these sources of funding may not be available to us. Consequently, if we cannot obtain debt or equity financing on acceptable terms, our ability to acquire investments and to expand our operations will be adversely affected. As a result, we would be less able to create and maintain a broad portfolio of investments and achieve our investment objective, which may negatively impact our results of operations and reduce our ability to make distributions to our shareholders.

We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. Under the 1940 Act, a “diversified” investment company is required to invest at least 75% of the value of its total assets in cash and cash items, government securities, securities of other investment companies and other securities limited in respect of any one issuer to an amount not greater than 5% of the value of the total assets of such company and no more than 10% of the outstanding voting securities of such issuer. As a non-diversified investment company, we are not subject to this requirement. To the extent that we assume large positions in the securities of a small number of issuers, or within a particular industry, our NAV may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company or to a general downturn in the economy.

The Adviser will endeavor to build and manage a diversified portfolio of investments with representation in various industries and economic sectors, geographic regions, including non-U.S. markets, and deal types which may include growth financings, recapitalizations and buyouts. Despite the foregoing objectives, we may be concentrated in certain industries and/or economic sectors, geographic regions and/or deal types. We also may be more concentrated than other funds with similar diversification objectives.

However, we will be subject to the diversification requirements applicable to RICs under Subchapter M of the Code, which include single issuer concentration limits. See “Item 1. Business—Material U.S. Federal Income Tax Considerations.”

Risks Related to Debt Financing

We borrow money, which magnifies the potential for loss on amounts invested in us and may increase the risk of investing in us. Borrowed money may also adversely affect the return on our assets, reduce cash available for distribution to our shareholders, and result in losses.

The use of borrowings, also known as leverage, increases the volatility of investments by magnifying the potential for loss on invested equity capital. When we use leverage to partially finance our investments, through borrowing from banks and other lenders, you will experience increased risks of investing in our Common Shares. If the value of our assets decreases, leveraging would cause NAV to decline more sharply than it otherwise would have had we not leveraged. Similarly, any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to make distributions to our shareholders. In addition, our shareholders will bear the burden of any increase in our expenses as a result of our use of leverage, including interest expenses and any increase in the management or incentive fees payable to the Adviser.

We may use leverage to finance our investments. The amount of leverage that we employ will depend on the Adviser’s and our Board’s assessment of market and other factors at the time of any proposed borrowing. There can be no assurance that leveraged financing will be available to us on favorable terms or at all. However, to the extent that we use leverage to finance our assets, our financing costs will reduce cash available for distributions to shareholders. Moreover, we may not be able to meet our financing obligations and, to the extent that we cannot, 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 a BDC, we generally are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any preferred shares that we may issue in the future, of at least 150%. If this ratio were to fall below 150%, we could not incur additional debt and could be required to sell a portion of our investments to repay some debt when it is disadvantageous to do so. This could have a material adverse effect on our operations and investment activities. Moreover, our ability to make distributions to our shareholders may be significantly restricted or we may not be able to make any such distributions whatsoever. The amount of leverage that we will employ will be subject to oversight by our Board, a majority of whom are independent trustees with no material interests in such transactions.

Although borrowings by us have the potential to enhance overall returns that exceed our cost of funds, they will further diminish returns (or increase losses on capital) to the extent overall returns are less than our cost of funds. In addition, borrowings by us may be secured by our assets and the documentation relating to such borrowing may provide that during the continuance of a default under such borrowing, the interests of the investors may be subordinated to such borrowing.

We may default under our credit facilities.

In the event we default under our credit facilities or other borrowings, our business could be adversely affected as we may be forced to sell a portion of our investments quickly and prematurely at what may be disadvantageous prices to us in order to meet our outstanding payment obligations and/or support working capital requirements under such borrowing facility, any of which would have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, following any such default, the agent for the lenders under such borrowing facility could assume control of the disposition of any or all of our assets, including the selection of such assets to be disposed and the timing of such disposition, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.

Provisions in a credit facility may limit our investment discretion.

A credit facility may be backed by all or a portion of our loans and securities on which the lenders will have a security interest. We may pledge up to 100% of our assets and may grant a security interest in all of our assets under the terms of any debt instrument we enter into with lenders. We expect that any security interests we grant will be set forth in a pledge and security agreement and evidenced by the filing of financing statements by the agent for the lenders. In addition, we expect that the custodian for our securities serving as collateral for such loan would include in its electronic systems notices indicating the existence of such security interests and, following notice of occurrence of an event of default, if any, and during its continuance, will only accept transfer instructions with respect to any such securities from the lender or its designee. If we were to default under the terms of any debt instrument, the agent for the applicable lenders would be able to assume control of the timing of disposition of any or all of our assets securing such debt, which would have a material adverse effect on our business, financial condition, results of operations and cash flows. In connection with one or more credit facilities entered into by us, distributions to shareholders may be subordinated to payments required in connection with any indebtedness contemplated thereby.

In addition, any security interests and/or negative covenants required by a credit facility may limit our ability to create liens on assets to secure additional debt and may make it difficult for us to restructure or refinance indebtedness at or prior to maturity or obtain additional debt or equity financing. In addition, if our borrowing base under a credit facility were to decrease, we may be required to secure additional assets in an amount sufficient to cure any borrowing base deficiency. In the event that all of our assets are secured at the time of such a borrowing base deficiency, we could be required to repay advances under a credit facility or make deposits to a collection account, either of which could have a material adverse impact on our ability to fund future investments and to make distributions.

In addition, we may be subject to limitations as to how borrowed funds may be used, which may include restrictions on geographic and industry concentrations, loan size, payment frequency and status, average life, collateral interests and investment ratings, as well as regulatory restrictions on leverage which may affect the amount of funding that may be obtained. There may also be certain requirements relating to portfolio performance, including required minimum portfolio yield and limitations on delinquencies and charge-offs, a violation of which could limit further advances and, in some cases, result in an event of default. An event of default under a credit facility could result in an accelerated maturity date for all amounts outstanding thereunder, which could have a material adverse effect on our business and financial condition. This could reduce our liquidity and cash flow and impair our ability to grow our business.

Changes in interest rates may affect our cost of capital and net investment income.

Since we intend to use debt to finance a portion of our investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In periods of rising interest rates when we have debt outstanding, our cost of funds will increase, which could reduce our net investment

income. We expect that our long-term fixed or floating-rate investments will be financed primarily with equity and long-term debt. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities that include, but are not limited to, interest rate caps and interest rate swaps, to the extent permitted by the 1940 Act. These activities may limit our ability to participate in the benefits of lower interest rates with respect to the hedged portfolio. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations. Also, we have limited experience in entering into hedging transactions, and we will initially have to purchase or develop such expertise.

A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to our debt investments. Accordingly, an increase, if any, in interest rates would make it easier for us to meet or exceed the incentive fee hurdle rate and may result in a substantial increase in the amount of incentive fees payable to the Adviser with respect to the incentive fee based on income.

Federal Income Tax Risks

We will be subject to corporate-level income tax if we are unable to qualify as a RIC under Subchapter M of the Code or to satisfy RIC distribution requirements.

To obtain and maintain RIC tax treatment under Subchapter M of the Code, we must, among other things, meet annual distribution, income source and asset diversification requirements. If we do not qualify for or maintain RIC tax treatment for any reason and are subject to corporate income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions.

We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.

For federal income tax purposes, we may be required to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as zero coupon securities, debt instruments with PIK interest or, in certain cases, increasing interest rates or debt instruments that were issued with warrants), we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in income other amounts that we have not yet received in cash, such as deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. We anticipate that a portion of our income may constitute original issue discount or other income required to be included in taxable income prior to receipt of cash. Further, we may elect to amortize market discount and include such amounts in our taxable income in the current year, instead of upon disposition, as an election not to do so would limit our ability to deduct interest expenses for tax purposes.

Because any original issue discount or other amounts accrued will be included in our investment company taxable income for the year of the accrual, we may be required to make a distribution to our shareholders in order to satisfy the annual distribution requirement, even though we will not have received any corresponding cash amount. As a result, we may have difficulty meeting the annual distribution requirement necessary to qualify for and maintain RIC tax treatment under Subchapter M of the Code. We may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may not qualify for or maintain RIC tax treatment and thus become subject to corporate-level income tax.

A “publicly offered regulated investment company” or “publicly offered RIC” is a RIC whose shares are either (i) continuously offered pursuant to a public offering within the meaning of Section 4 of the Securities Act, (ii) regularly traded on an established securities market or (iii) held by at least 500 persons at all times during the taxable year. If we are a RIC that is not a publicly offered RIC for any period, a non-corporate shareholder’s allocable portion of our affected expenses, including our management fees, will be treated as an additional distribution to the shareholder and will be treated as miscellaneous itemized deductions that are deductible only to the extent permitted by applicable law. Under current law, such expenses will not be deductible by any such shareholder for tax years that begin prior to January 1, 2026 and are deductible subject to limitation thereafter.

Some of our investments may be subject to corporate-level income tax.

We may invest in certain debt and equity investments through taxable subsidiaries and the taxable income of these taxable subsidiaries will be subject to federal and state corporate income taxes. We may invest in certain foreign debt and equity investments which could be subject to foreign taxes (such as income tax, withholding and value added taxes).

Our portfolio investments may present special tax issues.

We expect to invest in debt securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Investments in these types of instruments may present special tax issues for us. U.S. federal income tax rules are not entirely clear about issues such as when we may cease to accrue interest, original issue discount or market discount, when and to what extent deductions may be taken for bad debts or worthless instruments, how payments received on obligations in default should be allocated between principal and income and whether exchanges of debt obligations in a bankruptcy or workout context are taxable. These and other issues will be addressed by us, to the extent necessary, to preserve our status as a RIC and to distribute sufficient income to not become subject to U.S. federal income tax.

Legislative or regulatory tax changes could adversely affect investors.

At any time, the federal income tax laws governing RICs or the administrative interpretations of those laws or regulations may be amended. Any of those new laws, regulations or interpretations may take effect retroactively and could adversely affect the taxation of us or our shareholders. Therefore, changes in tax laws, regulations or administrative interpretations or any amendments thereto could diminish the value of an investment in our shares or the value or the resale potential of our investments.

Risks Related to an Investment in Our Common Shares

Amounts that we raise may not be sufficient for us to purchase a broad portfolio of investments. To the extent that less than the maximum number of Common Shares is subscribed for, the opportunity for us to purchase a broad portfolio of investments may be decreased and the returns achieved on those investments may be reduced as a result of allocating all of our expenses among a smaller capital base. If we are unable to raise substantial funds, we may not achieve certain economies of scale and our expenses may represent a larger proportion of our total assets.

We may have difficulty sourcing investment opportunities.

We cannot assure investors that we will be able to locate a sufficient number of suitable investment opportunities to allow us to deploy all investments successfully. In addition, privately-negotiated investments in loans and illiquid securities of private middle market companies require substantial due diligence and structuring, and we cannot assure investors that we will achieve our anticipated investment pace. As a result, investors will be unable to evaluate any future portfolio company investments prior to purchasing our shares. Our shareholders will have no input with respect to such investment decisions. These factors increase the uncertainty, and thus the risk, of investing in our shares. To the extent we are unable to deploy all investments, our investment income and, in turn, our results of operations, will likely be materially adversely affected. There is no assurance that we will be able to consummate investment transactions or that such transactions will be successful.

We may be unable to invest the net proceeds raised from offerings on acceptable terms, which would harm our financial condition and operating results.

Delays in investing the net proceeds of our offerings may impair our performance. We cannot assure you that we will be able to continue to identify investments that meet our investment objective or that any investment that we make will produce a positive return. We may be unable to invest the net proceeds of our offering on acceptable terms within the time period that we anticipate or at all, which could harm our financial condition and operating results.

Before making investments, we will invest the net proceeds of our offerings primarily in cash, cash-equivalents, U.S. government securities, repurchase agreements, and/or other high-quality debt instruments maturing in one year or less from the time of investment. This will produce returns that are significantly lower than the returns which we expect to achieve when our portfolio is fully invested in securities and loans meeting our investment objective. As a result, any distributions that we pay while our portfolio is

not fully invested may be lower than the distributions that we may be able to pay when our portfolio is fully invested in securities meeting our investment objective.

We may have difficulty paying distributions and the tax character of any distributions is uncertain.

We generally intend to distribute substantially all of our available earnings annually by paying distributions on a quarterly basis, as determined by the Board in its discretion. We cannot assure investors that we will achieve investment results that will allow us to make a specified level of cash distributions (particularly during the early stages of our operations) or year-to-year increases in cash distributions. Our ability to pay distributions might be adversely affected by the impact of one or more of the risk factors described in this Annual Report. Due to the asset coverage test applicable to us under the 1940 Act as a BDC, we may be limited in our ability to make distributions. In addition, if we enter into a credit facility or any other borrowing facility, for so long as such facility is outstanding, we anticipate that we may be required by its terms to use all payments of interest and principal that we receive from our current investments as well as any proceeds received from the sale of our current investments to repay amounts outstanding thereunder, which could adversely affect our ability to make distributions.

Furthermore, the tax treatment and characterization of our distributions may vary significantly from time to time due to the nature of our investments. The ultimate tax characterization of our distributions made during a taxable year may not finally be determined until after the end of that taxable year. We may make distributions during a taxable year that exceed our investment company taxable income and net capital gains for that taxable year. In such a situation, the amount by which our total distributions exceed investment company taxable income and net capital gains generally would be treated as a return of capital up to the amount of a shareholder’s tax basis in the shares, with any amounts exceeding such tax basis treated as a gain from the sale or exchange of such shares. A return of capital generally is a return of a shareholder’s investment rather than a return of earnings or gains derived from our investment activities. Moreover, we may pay all or a substantial portion of our distributions from the proceeds of the sale of our shares or from borrowings in anticipation of future cash flow, which could constitute a return of shareholders’ capital and will lower such shareholders’ tax basis in our shares, which may result in increased tax liability to shareholders when they sell such shares.

An investment in our shares will have limited liquidity.

Our shares constitute illiquid investments for which there is not, and will likely not be, a secondary market at any time. Investment in the Company is suitable only for sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in the Company. A shareholder generally may not sell, assign or transfer its Common Shares without prior written consent of the Adviser, which the Adviser may grant or withhold in its sole discretion. Except in limited circumstances for legal or regulatory purposes, shareholders are not entitled to redeem their shares. Shareholders must be prepared to bear the economic risk of an investment in our shares for an extended period of time.

Certain investors will be subject to Exchange Act filing requirements.

Because our Common Shares are registered under the Exchange Act, ownership information for any person who beneficially owns 5% or more of our Common Shares will have to be disclosed in a Schedule 13G or other filings with the SEC. Beneficial ownership for these purposes is determined in accordance with the rules of the SEC, and includes having voting or investment power over the securities. In some circumstances, our shareholders who choose to reinvest their dividends may see their percentage stake in the Company increased to more than 5%, thus triggering this filing requirement. Each shareholder is responsible for determining their filing obligations and preparing the filings. In addition, our shareholders who hold more than 10% of a class of our shares may be subject to Section 16(b) of the 1934 Act, which recaptures for the benefit of the Company’s profits from the purchase and sale of registered stock (and securities convertible or exchangeable into such registered stock) within a six-month period.

Special considerations for certain benefit plan investors.

We intend to conduct our affairs so that our assets should not be deemed to constitute “plan assets” under ERISA and the Plan Asset Regulations. In this regard, until such time as all classes of our Common Shares are considered “publicly-offered securities” within the meaning of the Plan Asset Regulations, we intend to limit investment in each class of our Common Shares by “benefit plan investors” to less than 25% of the total value of each class of our Common Shares (within the meaning of the Plan Asset Regulations).

If, notwithstanding our intent, the assets of the Company were deemed to constitute “plan assets” of any shareholder that is a “benefit plan investor” under the Plan Asset Regulations, this would result, among other things, in (i) the application of the prudence and other fiduciary responsibility standards of ERISA to investments made by the Company, and (ii) the possibility that certain transactions in which the Company might seek to engage could constitute “prohibited transactions” under ERISA and the Code. If a prohibited transaction occurs for which no exemption is available, the Adviser and/or any other fiduciary that has engaged in the prohibited transaction could be required to (i) restore to the “benefit plan investor” any profit realized on the transaction and (ii)

reimburse the benefit plan investor for any losses suffered by the “benefit plan investor” as a result of the investment. In addition, each disqualified person (within the meaning of Section 4975 of the Code) involved could be subject to an excise tax equal to 15% of the amount involved in the prohibited transaction for each year the transaction continues and, unless the transaction is corrected within statutorily required periods, to an additional tax of 100%. The fiduciary of a “benefit plan investor” who decides to invest in the Company could, under certain circumstances, be liable for prohibited transactions or other violations as a result of their investment in the Company or as co-fiduciaries for actions taken by or on behalf of the Company or the Adviser. With respect to a “benefit plan investor” that is an individual retirement account (an “IRA”) that invests in the Company, the occurrence of a prohibited transaction involving the individual who established the IRA, or his or her beneficiaries, would cause the IRA to lose its tax-exempt status.

Until such time as all the classes of our Common Shares constitute “publicly traded securities” within the meaning of the Plan Asset Regulations, we have the power to (a) exclude any shareholder or potential shareholder from purchasing our Common Shares; (b) prohibit any redemption of our Common Shares; and (c) redeem some or all Common Shares held by any holder if, and to the extent that, our Board determines that there is a substantial likelihood that such holder’s purchase, ownership or redemption of Common Shares would result in our assets to be characterized as “plan assets,” for purposes of the fiduciary responsibility or prohibited transaction provisions of ERISA or Section 4975 of the Code, and all Common Shares of the Company shall be subject to such terms and conditions.

No shareholder approval is required for certain mergers.

Our Board may undertake to approve mergers between us and certain other funds or vehicles. Subject to the requirements of the 1940 Act, such mergers will not require shareholder approval so you will not be given an opportunity to vote on these matters unless such mergers are reasonably anticipated to result in a material dilution of the NAV per share of the Company. These mergers may involve funds managed by affiliates of Onex Corp. The Board may also convert the form and/or jurisdiction of organization, including to take advantage of laws that are more favorable to maintaining board control in the face of dissident shareholders.

Shareholders may experience dilution.

All distributions declared in cash payable to shareholders that are participants in our DRP will generally be automatically reinvested in our Common Shares. As a result, shareholders that do not participate in our DRP may experience dilution over time.

Holders of our Common Shares will not have preemptive rights to any shares we issue in the future. Our charter allows us to issue an unlimited number of Common Shares. Our Board may elect, without shareholder approval, to: (1) sell additional shares in future offerings; (2) issue Common Shares or interests in any of our subsidiaries in private offerings; (3) issue Common Shares upon the exercise of the options we may grant to our independent trustees or future employees; or (4) subject to applicable law, issue Common Shares in payment of an outstanding obligation to pay fees for services rendered to us. To the extent we issue additional Common Shares in the future, your percentage ownership interest in us will be diluted. Because of these and other reasons, our shareholders may experience substantial dilution in their percentage ownership of our shares or their interests in the underlying assets held by our subsidiaries.

Investing in our shares involves a high degree of risk.

The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and volatility or loss of principal. Our investments in portfolio companies may be highly speculative and aggressive and, therefore, an investment in our shares may not be suitable for someone with lower risk tolerance.

The NAV of our shares may fluctuate significantly.

The NAV and liquidity, if any, of the market for our shares may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:

•

changes in regulatory policies or tax guidelines, particularly with respect to RICs or BDCs;

•

loss of RIC or BDC status;

•

changes in earnings or variations in operating results;

•

changes in the value of our portfolio investments;

•

changes in accounting guidelines governing valuation of our investments;

•

any shortfall in revenue or net income or any increase in losses from levels expected by investors;

•

departure of either of our Adviser or certain of its respective key personnel;

•

general economic trends and other external factors; and

•

loss of a major funding source.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

Cybersecurity Risk Management and Strategy

As an externally managed closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act, our day-to-day operations are managed by the Adviser, Administrator and our executive officers under the oversight of our Board of Trustees. Our executive officers are senior professionals of Onex Credit and each of the Adviser and Administrator is a subsidiary of Onex Corp. As such, we are reliant on Onex Corp. for assessing, identifying and managing material risks to our business from cybersecurity threats. Below are details Onex Corp. has provided to us regarding its cybersecurity program that are relevant to us.

Onex Corp. has established a dedicated cybersecurity team which maintains a comprehensive firmwide cybersecurity program to protect its systems, operations and the information stored within. Onex Corp.’s Audit, Nominating and Corporate Governance Committee receives at minimum, quarterly cybersecurity updates from the Managing Director – Enterprise Technology, who leads Onex Corp.’s program and who works closely with senior management to develop and advance Onex’s cybersecurity strategy.

As part of Onex Corp.’s ongoing cybersecurity operations, the cybersecurity team regularly conducts testing to identify vulnerabilities that could be exploited by attackers often using various automated tools as well as a managed service provider. The team examines and validates the cybersecurity program and cyber risk posture annually with third parties, measuring it against industry standards and established frameworks, such as the National Institute of Standards and Technology (“NIST”), Center for Internet Security and the International Organization for Standardization (ISO). Onex maintains a comprehensive Security Incident Response Policy, an Incident Response Plan, and Incident Response Playbooks to ensure that any non-routine events are properly investigated and escalated where necessary. On an annual basis, these plans, policies and processes are validated and practiced with senior executives and representatives from key areas of the firm through a cyber-incident tabletop simulation exercise. Onex Corp. engages with a Managed Security Services Provider (the “MSSP”) who conducts vulnerability scanning and cyber threat intelligence on a weekly basis at minimum. Additionally, third-party cybersecurity consultants are engaged to perform penetration testing on a bi-annual basis. The findings are reviewed, prioritized and remediated in alignment with the recommendations from the external consultant.

In addition to Onex Corp.’s cybersecurity team’s internal exercises to test aspects of its cybersecurity program, Onex Corp. periodically engages independent third parties to assess the risks associated with its information technology resources and information assets. Among other matters, these third parties analyze data on the interactions of users of enterprise information technology resources, including employees, and conduct penetration tests and scanning exercises to assess the performance of the cybersecurity systems and processes.

Onex Corp. maintains a formal cybersecurity risk management process and cybersecurity risk register, designed to track cybersecurity risks at the firm, and integrates these processes into the firm’s overall risk management practices described above. Onex Corp.’s cybersecurity management team periodically discusses and reviews cybersecurity risks and related mitigants at its Cybersecurity Excellence Quarterly Forum.

Onex Corp. employs a process designed to assess, typically prior to onboarding, the cybersecurity risks associated with the engagement of third-party vendors, including those of its externally managed companies such as us. This assessment is conducted on the basis of, among other factors, the types of services provided and the extent and type of data accessed or processed by a third-party vendor. On the basis of its preliminary risk assessment of a third-party vendor, Onex Corp. may conduct further cybersecurity reviews or request remediation of, or contractual protections related to, any actual or potential identified cybersecurity risks. In addition, where appropriate, Onex Corp. seeks to include in its contractual arrangements with certain of its third-party vendors provisions addressing best practices with respect to data and cybersecurity, as well as the right to assess, monitor, audit and test such vendors’ cybersecurity

programs and practices. Onex Corp. also utilizes a number of digital controls, which are reviewed at least annually, to monitor and manage third-party access to its internal systems and data.

For a discussion of how risks from cybersecurity threats affect our business, and our reliance on Onex Corp. and its affiliates in managing these risks, see “Item 1A. Risk Factors— Risks Related to Our Business and Structure—We may face a breach of our cyber security, which could result in adverse consequences to our operations and exposure of confidential information” in this Annual Report on Form 10-K.

Cybersecurity Governance

Onex Corp. has a dedicated cybersecurity team, led by the Managing Director – Enterprise Technology Services, who works closely with senior management, including Onex Corp.’s Chief Financial Officer, to develop and advance the firm’s cybersecurity strategy, which applies to us.

The Managing Director – Enterprise Technology and Manager, Cybersecurity has extensive experience in technology and cybersecurity, respectively. The cybersecurity team of Onex Corp. is responsible for all aspects of cyber security across Onex.

The Managing Director – Enterprise Technology has 18 years of IT experience across financial services, healthcare and manufacturing industries in Canada including as the VP Financial Crimes and Enterprise Risk Technology at CIBC that provided cybersecurity platforms and services to protect the bank. Reporting to the Managing Director – Enterprise Technology, is the Manager, Cybersecurity who has over 15 years of experience in cybersecurity including Incident Readiness and Response, Strategy, GRC, Vulnerability and Threat Management, Business Continuity, Disaster Recovery. The Manager, Cybersecurity holds the CISSP (Certified Information Systems Security Professional) designation, has a BSc in Business Information Systems, and a Cybersecurity Bootcamp Certification from the University of Toronto. Reporting to the Manager, Cybersecurity is an IT Security Analyst who has over 5 years of experience in cybersecurity, including Digital Forensics, Identity and Access Management, Third-Party Risk Management. The IT Security Analyst also has a BSc in Forensic Science, an MSc in Information Security and Digital Forensics, and is currently pursuing a PHD in Information Systems and Design.

Onex Corp. conducts periodic cybersecurity risk assessments, including assessments or audits of third-party vendors, and assists with the management and mitigation of identified cybersecurity risks. The cybersecurity team of Onex Corp. reviews the cybersecurity framework annually as well as on an event-driven basis as necessary. Onex Corp.’s cybersecurity team and Onex Corp.’s MSSP also review the scope of the cybersecurity measures periodically, including in the event of a change in business practices that may implicate the security or integrity of Onex Corp.’s and its affiliates’ information and systems.

Our Board is responsible for understanding the primary risks to our business. The Board is responsible for reviewing periodically our and the Adviser’s information technology security controls and related compliance matters, with management. Onex Corp.’s cybersecurity team reports to the Board at least annually on cybersecurity matters, including risks facing us and the Adviser and, as applicable, certain incidents. In addition to such periodic reports, the Board or a committee thereof may receive updates from management as to our and the Adviser’s cybersecurity risks and Onex Corp.’s cybersecurity program developments.

Impact of Cybersecurity Risks

In 2024, we did not experience a material cybersecurity incident. While we do not believe that our business strategy, results of operations or financial condition have been materially adversely affected by any cybersecurity incidents, we describe whether and how future incidents could have a material impact on our business strategy, results of operations or financial condition in “Risks Related to Our Business and Structure— We may face a breach of our cyber security, which could result in adverse consequences to our operations and exposure of confidential information.”

Item 2. Properties.

We do not own any real estate or other physical properties materially important to our operation. Our corporate headquarters are located at 930 Sylvan Avenue, Englewood Cliffs, NJ 07632 and are provided by the Adviser in accordance with the terms of our Administration Agreement. We believe that our office facilities are suitable and adequate for our business as it is contemplated to be conducted.

Item 3. Legal Proceedings.

We are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceeding threatened against us. From time to time, we 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 also subject to extensive regulation, which may result in regulatory proceedings against us.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities.

Market Information

Our outstanding Common Shares are offered and sold in private offerings exempt from registration under the Securities Act under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, Regulation S under the Securities Act and other exemptions from the registration requirements of the Securities Act. There is no public market for our Common Shares currently, nor can we give any assurance that one will develop.

Because our Common Shares are being acquired by investors in one or more transactions “not involving a public offering,” they are “restricted securities” and may be required to be held indefinitely. Our Common Shares may not be sold, transferred, assigned, pledged or otherwise disposed of unless (1) our consent is granted, and (2) the Common Shares are registered under applicable securities laws or specifically exempted from registration (in which case the shareholder may, at our option, be required to provide us with a legal opinion, in form and substance satisfactory to us, that registration is not required). Accordingly, an investor must be willing to bear the economic risk of investment in the Common Shares until we are liquidated. No sale, transfer, assignment, pledge or other disposition, whether voluntary or involuntary, of the Common Shares may be made except by registration of the transfer on our books. Each transferee will be required to execute an instrument agreeing to be bound by these restrictions and the other restrictions imposed on the Common Shares and to execute such other instruments or certifications as are reasonably required by us.

Holders

As of March 3, 2025, there were eight holders of record of our Common Shares.

Distributions

On March 5, 2025, the Board declared a distribution of $0.55 per share for shareholders of record on March 5, 2025, payable on March 20, 2025. We currently intend to distribute distributions to our shareholders on a quarterly basis out of assets legally available for distribution, as determined by our Board in its discretion.

Recent Sales of Unregistered Securities and Use of Proceeds

The following table summarizes the unregistered common shares of beneficial interest, par value $0.001, sold to investors, including feeder vehicles:


Date of Unregistered Sale	Amount of Common Shares		Consideration
January 3, 2022 (number of shares finalized on January 24, 2022)		2,514,909	$	62,973,318
April 1, 2022 (number of shares finalized on April 21, 2022)		864,352		21,600,167
July 5, 2022 (number of shares finalized on July 22, 2022)		519,027		12,809,581
October 3, 2022 (number of shares finalized on October 24, 2022)		246,090		6,036,592
January 3, 2023 (number of shares finalized on January 23, 2023)		44,339		1,088,965
April 3, 2023 (number of shares finalized on April 24, 2023)		18,186		445,000
July 3, 2023 (number of shares finalized on July 24, 2023)		630,841		15,525,000
September 1, 2023 (number of shares finalized on September 29, 2023)		6,869		169,043
October 2, 2023 (number of shares finalized on October 20, 2023)		38,744		950,000
January 2, 2024 (number of shares finalized on January 19, 2024)		21,853		532,335
April 1, 2024 (number of shares finalized on April 19, 2024)		158,415		3,859,000
October 1, 2024 (number of shares finalized on October 18, 2024)		1,280,956		30,000,000
December 2, 2024 (number of shares finalized on December 16, 2024)		300,429		7,000,000

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and the Results of Operations.

The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Annual Report. This discussion contains forward-looking statements and involves substantial risks and uncertainties, and should be read in conjunction with the “Cautionary Statement Regarding Forward-Looking Statements” set

forth on page 4 of this Annual Report. Actual results could differ materially from those implied or expressed in any forward-looking statements. Except as otherwise indicated, the terms “we,” “us,” “our,” and the “Company” refer to Onex Direct Lending BDC Fund.

Overview

We are a Delaware statutory trust structured as a non-diversified, closed-end management investment company that has elected to be treated as a BDC under the 1940 Act. In addition, for U.S. federal income tax purposes, we elected to be treated as a RIC under Subchapter M of the Code. To qualify as a RIC, we must, among other things, invest at least 70% of our total assets in “qualifying assets”, meet certain source-of-income and asset diversification requirements, and timely distribute to our shareholders generally at least 90% of our investment company taxable income for each year. As of December 31, 2024 and 2023, the total amount of non-qualifying assets to total assets was approximately 9.1% and 5.8%, respectively.

Our investment objective is to generate current income while preserving capital, and to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns.

We invest primarily in high-quality senior secured first lien loans and other credit investments of “middle market companies” located in the United States. The Company defines “high-quality” as investments deemed by the Adviser, after diligence and underwriting, to have favorable risk-reward characteristics including, but not limited to, a low probability of default, favorable investment terms, and an appropriate capital structure to companies of high creditworthiness with stable cash flow generation. The Company may also seek to invest in the subordinated debt and equity, including warrants, options, convertible instruments, of middle market companies.

On August 25, 2021, we formed a wholly-owned blocker entity, Onex Direct Lending BDC Blocker LLC (formerly known as Onex Falcon Direct Lending BDC Blocker LLC), which holds certain of our portfolio equity investments. On September 21, 2021, we formed a wholly-owned, special-purpose, bankruptcy-remote subsidiary, Onex Direct Lending BDC SPV, LLC (formerly known as Onex Falcon Direct Lending BDC SPV, LLC), which holds certain of our portfolio loan investments that are used as collateral for the debt financing facility with Société Générale. On December 13, 2022, we formed a wholly-owned entity, Connect America OFDL BDC Holdings, LLC, which holds certain of our portfolio equity investments.

On October 1, 2021, we closed on our initial private offering and commenced operations. We conduct private offerings of our common shares to accredited investors and non-U.S. persons pursuant to a subscription agreement entered into with us.

We are externally managed by the Adviser, a subsidiary of Onex Corporation, as investment adviser. The Adviser also serves as our administrator and provides administrative services necessary for us to operate.

Key Components of Our Results of Operations

Investments

Our level of investment activity can and does 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, the amount of capital we have available to us and the competitive environment for the type of investments we make.

Revenues

The principal measure of our financial performance is the net increase or decrease in net assets resulting from operations, which includes net investment income or loss and net realized and unrealized gain or loss on investments. Net investment income or loss is the difference between our income from interest, distributions, fees, and other investment income and our operating expenses, including interest expense. Net realized gain or loss on investments is the difference between the proceeds received from dispositions of portfolio investments and their amortized cost, including the respective realized gain or loss on foreign currency for any non-U.S. dollar denominated investment transactions. Net change in unrealized appreciation or depreciation on investments is the net change in the fair value of our investment portfolio, including the respective unrealized appreciation or depreciation on foreign currency for any non-U.S. dollar denominated investments.

We primarily generate revenue in the form of interest income from our investments in debt investments that consist primarily of senior and junior secured loans. Our debt investments are spread across multiple industries and geographic locations and, as such, we are broadly exposed to market conditions and business environments. As a result, although our investments are exposed to market risks, we continuously seek to limit concentration of exposure in any particular sector or issuer. Our debt investments typically have a

term of five to 10 years, but the expected average life of such securities is generally between three and five years. The loans in which we invest will generally bear interest at a floating rate usually determined on the basis of a benchmark, such as SOFR, or an alternate base rate. In addition, some of our investments may provide for PIK interest. Such amounts of accrued PIK interest are added to the cost of the investment on the respective capitalization dates and generally become due at maturity of the investment or upon the investment being called by the issuer. To a lesser extent, we may also generate revenues in the form of dividends and other distributions on the equity or other securities we anticipate holding. In addition, we may generate revenues in the form of non-recurring commitment, closing, origination, structuring or diligence fees, fees for providing managerial assistance, consulting fees, prepayment fees and performance-based fees. Any such fees generated in connection with our investments will be recognized when earned.

Expenses

Our primary operating expenses include the payment of management and incentive fees, if any, and other expenses under the Investment Advisory Agreement, interest expense from financing arrangements, and other expenses necessary for our operations. The management and incentive fees will compensate the Adviser for its work in identifying, evaluating, negotiating, executing, monitoring and servicing our investments.

We reimburse the Administrator for expenses necessary to perform services related to our administration and operations, including the Adviser’s portion of the compensation and related expenses for certain personnel who provide administrative services. Such services include, among other things, clerical, bookkeeping and recordkeeping services, investor relations, performing or overseeing the performance of our corporate operations (which includes being responsible for the financial records that we are required to maintain and preparing reports for our shareholders and reports filed with the SEC), assisting us in calculating the NAV per share, overseeing the preparation and filing of tax returns and the printing and dissemination of reports to our shareholders, compliance monitoring and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others.

We will also bear all other costs and expenses of our operations, administration and transactions, including but not limited to:

•

the cost of our organization and the offering;

•

the cost of calculating our NAV, including the cost of any third-party valuation services;

•

the cost of effecting any sales and repurchases of our common shares and other securities;

•

fees and expenses payable under any dealer manager or placement agent agreements, if any;

•

administration fees payable under the Administration Agreement and any sub-administration agreements, including related expenses, such as our allocable portion of compensation, overhead and other expenses incurred by the Administrator in performing its administrative obligations;

•

debt service and other costs of borrowings or other financing arrangements;

•

costs of hedging;

•

expenses, including travel expense, incurred by the Adviser, or members of the investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing our rights;

•

transfer agent and custodial fees;

•

fees and expenses associated with marketing efforts;

•

federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies;

•

federal, state and local taxes;

•

independent trustees’ fees and expenses including certain travel expenses;

•

costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation of the foregoing;

•

the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs), the costs of any shareholder or trustee meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters;

•

commissions and other compensation payable to brokers or dealers;

•

research and market data;

•

fidelity bond, trustees’ and officers’ errors and omissions liability insurance and other insurance premiums;

•

direct costs and expenses of administration, including printing, mailing, long distance telephone and staff;

•

fees and expenses associated with independent audits, outside legal and consulting costs;

•

costs of winding up our affairs;

•

costs incurred by either the Administrator or us in connection with administering our business, including payments under the Administration Agreement;

•

extraordinary expenses (such as litigation or indemnification); and

•

costs associated with reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws.

We are obligated to reimburse the Adviser for expense payments made by the Adviser to us in connection with the Expense Support Agreement following any calendar quarter in which we have available operating funds. The amount of the reimbursement payment for any calendar quarter will be equal to the lesser of (i) the excess operating funds in such calendar quarter, and (ii) the aggregate amount of all expense payments made by the Adviser to us within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by us to the Adviser.

In addition, we and our Administrator have contracted with U.S. Bank N.A. to provide custodial and various accounting and administrative services, including but not limited to, preparing preliminary financial information for review by the Adviser, maintaining accounting and corporate books and records, processing trade information provided by us and performing testing in respect to RIC compliance.

We expect 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.

Leverage

The amount of leverage we intend to use in any period depends on a number of factors, including cash on-hand available for investing, the cost of financing, general economic and market conditions. We are permitted to incur indebtedness as long as immediately after such incurrence we have an asset coverage ratio of at least 150%.

Portfolio and Investment Activity

As of December 31, 2024, we had investments in 50 portfolio companies with an aggregate fair value of $517.9 million. As of December 31, 2024 and 2023, the total amount of non-qualifying assets to total assets was approximately 9.1% and 5.8%, respectively.

Our investment activity for the years ended December 31, 2024 and 2023 was as follows:


	Year Ended December 31,
	2024			2023
Investments made in portfolio companies	$	209,662,485		$	108,266,876
Investments repayments		(218,187,175	)		(81,295,385	)
Net investment activity	$	(8,524,690	)	$	26,971,491
Portfolio companies at beginning of year		30			28
Number of investments in new portfolio companies		31			5
Number of exited portfolio companies		11			3
Portfolio companies at end of year		50			30
Percentage of investment commitments at floating rates		98.9	%		100.0	%
Percentage of investment commitments at fixed rates		1.1	%		—
Weighted average contractual interest rate of investments based on par		10.46	%		12.11	%

The following table summarizes our top ten portfolio companies and industries based on fair value as of December 31, 2024:


Portfolio Company	% of Portfolio	Industry	% of Portfolio
Foundation Risk Partners, Corp.	5.6%	Business Services	19.3%
Medallia, Inc.	4.9%	High Tech Industries	18.9%
BCDI Meteor Acquisition, LLC	4.7%	Healthcare & Pharmaceuticals	16.7%
MMS Bidco LLC	4.7%	Consumer Goods: Durable	8.9%
Hy Cite Enterprises, LLC	4.2%	Insurance	6.6%
APT Opco, LLC	4.1%	Consumer Goods: Non-durable	5.0%
Keystone Purchaser, LLC	4.0%	Transportation: Cargo	4.7%
S4T Holdings Corp.	3.9%	Sovereign & Public Finance	3.9%
Wellful Inc.	3.4%	Construction & Building	2.6%
Apryse Software Corp (fka PDFTron US Acquisition Corp.)	3.4%	Beverage, Food & Tobacco	2.6%

The following table summarizes our top ten portfolio companies and industries based on fair value as of December 31, 2023:


Portfolio Company	% of Portfolio	Industry	% of Portfolio
Foundation Risk Partners, Corp.	5.5%	Healthcare & Pharmaceuticals	17.8%
Hy Cite Enterprises, LLC	5.0%	High Tech Industries	17.1%
MIS Acquisition, LLC	4.7%	Business Services	16.4%
Connect America.com, LLC	4.7%	Consumer Goods: Durable	9.6%
Medallia, Inc.	4.7%	Consumer Goods: Non-durable	7.9%
MMS Bidco LLC	4.6%	Sovereign & Public Finance	6.2%
BCDI Meteor Acquisition, LLC	4.6%	Insurance	5.5%
SailPoint Technologies Holdings Inc.	4.3%	Transportation: Cargo	3.8%
Montana Buyer Inc.	4.1%	Automotive	3.6%
APT Opco, LLC	4.0%	Beverage, Food & Tobacco	3.2%

The industry composition of our portfolio at fair value at December 31, 2024 and 2023 was as follows:


	December 31, 2024			December 31, 2023
Aerospace & Defense		0.2	%		—	%
Automotive		1.0	%		3.6	%
Beverage, Food & Tobacco		2.6	%		3.2	%
Business Services		19.3	%		16.4	%
Chemicals		1.5	%		—	%
Construction & Building		2.6	%		2.5	%
Consumer Goods: Durable		8.9	%		9.6	%
Consumer Goods: Non-durable		5.0	%		7.9	%
Consumer Services		1.8	%		1.6	%
Containers, Packaging & Glass	— (1)				—	%
Financial Services		2.3	%		—	%
Forest Products & Paper		2.1	%		2.0	%
Healthcare & Pharmaceuticals		16.7	%		17.8	%
High Tech Industries		18.9	%		17.1	%
Insurance		6.6	%		5.5	%
Sovereign & Public Finance		3.9	%		6.2	%
Transportation: Cargo		4.7	%		3.8	%
Wholesale		1.9	%		2.8	%
Total Investments		100.0	%		100.0	%

(1)

Represents less than 0.1%

As of December 31, 2024 and 2023, our investments consisted of the following:


	December 31, 2024				December 31, 2023
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Senior Secured Loans	$	521,570,752	$	511,948,518	$	532,378,544	$	526,032,489
Equity		9,748,921		5,961,599		9,585,173		7,033,311
Total Investments	$	531,319,673	$	517,910,117	$	541,963,717	$	533,065,800

The following table shows the fair value of our performing and non-accrual investments as of December 31, 2024 and 2023:


	December 31, 2024					December 31, 2023
	Fair Value		Percentage			Fair Value		Percentage
Performing	$	501,553,914		96.8	%	$	533,065,800		100.0	%
Non-accrual		16,356,203		3.2	%		—		0.0	%
Total Investments	$	517,910,117		100.0	%	$	533,065,800		100.0	%

Results of Operations

For information regarding results of operations for the year ended December 31, 2022, see our Form 10-K for the year ended December 31, 2023.

Our operating results for the years ended December 31, 2024 and 2023 were as follows:


	Year Ended December 31,
	2024			2023
Total investment income	$	61,484,481		$	66,639,937
Net expenses before excise tax		30,420,275			34,595,214
Net investment income before excise tax		31,064,206			32,044,723
Excise tax expense		107,614			—
Net investment income after excise tax		30,956,592			32,044,723
Net realized and unrealized gain (loss)		(11,214,757	)		(2,254,796	)

Onex Direct Lending BDC Fund 10-K