Diameter Credit Co 8-K

What Happened

• Diameter Credit Company announced that on April 24, 2026 its consolidated, indirect subsidiary Diameter Capital PC CLO 2 LLC completed a $412,600,000 term debt securitization (a collateralized loan obligation, or CLO). The transaction included issuance of rated secured notes and subordinated notes and the incurrence of secured loans, and is backed primarily by a diversified portfolio of first‑lien commercial loans. The Company also entered into related purchase, placement, indenture, credit, collateral management and master loan sale agreements in connection with the transaction.

Key Details

• Total transaction size: $412,600,000 of notes issued; plus $200,000,000 of Class A‑1 loans incurred by the CLO Issuer (secured debt and loans together form the CLO debt).
• Note classes and pricing: $40,700,000 Class A‑1 Senior Secured Notes (AAA(sf), SOFR + 1.70%), $16,600,000 Class A‑2 Senior Secured Notes (AAA(sf), SOFR + 1.85%), $24,900,000 Class B Secured Notes (AA(sf), SOFR + 2.00%).
• Subordinated position: $130,400,000 of Subordinated Notes due 2126 (no interest). The Company, through its CLO retention holder, retained 15.66% of the Class B Notes and 100% of the Subordinated Notes to satisfy regulatory retention requirements.
• Governance and mechanics: Debt matures April 15, 2038 (secured debt) and subordinated notes mature April 15, 2126; redemption is permitted on/after April 15, 2028 at the direction of the CLO retention holder. The Company is the collateral manager (collateral management fee set at 0.0% per annum while it serves).

Why It Matters

• This CLO provides Diameter Credit a substantial source of secured financing to fund purchases of commercial loans (the CLO will buy collateral from the Company under a master loan sale agreement). Because the CLO Issuer is an indirect, consolidated subsidiary, the transaction affects the Company’s consolidated balance sheet and asset coverage requirements. The Company also retains the subordinated exposure required by regulation, meaning it keeps first‑loss economic risk on the retained portion of the CLO. The filing is a routine material agreement disclosure and includes related agreements as exhibits; the issued debt is unregistered and restricted from public U.S. resale absent registration or an exemption.