6. BORROWINGS

The Company’s debt obligations consist of the following:

 

 

As of

 

As of

 

($ in thousands)

December 31, 2025

 

December 31, 2024

 

4.875% Notes due 2026 (net of deferred financing costs and original issue discount of $ and $1,017, respectively)

$

 

$

106,983

 

Great Lakes Portman Ridge Funding LLC Revolving Credit Facility (net of deferred financing costs of $825 and $1,322, respectively)

 

106,804

 

 

158,157

 

2026 Notes (net of deferred financing costs and original issue discount of $312 and $—, respectively)

 

49,688

 

 

 

2032 Convertible Notes (net of deferred financing costs and original issue discount of $102 and $—, respectively)

 

1,898

 

 

 

KeyBank Credit Facility (net of deferred financing costs of $904 and $—, respectively)

 

41,765

 

 

 

2028 Notes (net of deferred financing costs and original issue discount of $851 and $—, respectively)

 

34,149

 

 

 

2030 Notes (net of deferred financing costs and original issue discount of $2,423 and $—, respectively)

 

72,577

 

 

 

Total

$

306,881

 

$

265,140

 

 

The weighted average stated interest rate and weighted average maturity on all our debt outstanding as of December 31, 2025 were 6.9% and 2.7 years, respectively, and as of December 31, 2024 were 6.2% and 2.1 years, respectively.

2018-2 Secured Notes

On October 28, 2020, the Company completed the GARS Acquisition, pursuant to the terms and conditions of the GARS Merger Agreement. In connection therewith, the Company now consolidates the financial statements the 2018-2 CLO a $420.0 million par value CLO facility. On the date of the transaction the debt assumed was recognized at fair value, resulting in a $2.4 million discount which is amortized over the remaining term of the borrowings.

The CLO was executed by GF 2018-2 (the “Issuer”) and Portman Ridge Funding 2018-2 LLC (formerly known as Garrison Funding 2018-2 LLC, together with the Issuer, the “Co-Issuers”) who issued $312.0 million of senior secured notes (collectively referred to as the “2018-2 Secured Notes” and individually defined above in the table) and $108.0 million of subordinated notes (the “2018-2 Subordinated Notes” and, together with the 2018-2 Secured Notes, the “2018-2 Notes”) backed by a diversified portfolio of primarily senior secured loans. The Company owns all $108.0 million of the 2018-2 Subordinated Notes and $18.3 million of the Class B-R Notes and serves as collateral manager for the Co-Issuers. The Company is entitled to receive interest from the Class B-R Notes, distributions from the 2018-2 Subordinated Notes and fees for serving as collateral manager in accordance with the CLO’s governing documents and to the extent funds are available for such purposes. However, as a result of retaining all of the 2018-2 Subordinated Notes, the Company consolidates the accounts of the Co-Issuers into its financial statements and all transactions between the Company and the Co-Issuers are eliminated on consolidation. As a result of this consolidation, the 2018-2 Secured Notes issued by the CLO is treated as the Company’s indebtedness, except any 2018-2 Secured Notes owned by the Company, which are eliminated in consolidation. The 2018-2 Notes are scheduled to mature on November 20, 2029, however the Co-Issuers may redeem the 2018-2 Notes on any business day after November 20, 2020. The indenture governing the 2018-2 Notes provides that, to the extent cash is available from cash collections, the holders of the 2018-2 Notes are to receive quarterly interest payments on the 20th day or, if not a business day, the next succeeding business day of February, May, August and November of each year until the stated maturity or earlier redemption. On July 18, 2019, $25.0 million outstanding of the aggregate $50.0 million Class A-1 R-R Notes available under the CLO converted to Class A-1 T-R Notes. On November 18, 2022, the Company drew $14.3 million of the $25.0 million unfunded Class A-1 R-R Notes. The Reinvestment Period ended on November 20, 2022, and the remaining amount of the unfunded Class A-1 R-R Notes terminated.

During the first quarter of 2021, the Company redeemed approximately $88.0 million of the 2018-2 Secured Notes. In connection therewith, the Company recognized a realized loss on extinguishment of debt of approximately $0.9 million.

During the year ended December 31, 2023, the Company redeemed approximately $52.5 million of the par value of 2018-2 Secured Notes. In connection therewith, the Company recognized a realized loss on extinguishment of approximately $0.4 million.

On August 20, 2024, an optional redemption of the CLO occurred and all rated notes were repaid in full. As of December 31, 2024, no 2018-2 Secured Notes were outstanding. Accordingly, during 2024 the Company redeemed approximately $125.7 million of the par value of 2018-2 Secured Notes. In connection therewith, the Company recognized a realized loss on extinguishment of approximately $0.7 million.

The following table summarizes the interest expense, amortization of original issue discount, average outstanding balance, and average stated interest rate on the 2018-2 secured notes for the years ended December 31, 2025, 2024 and 2023:

 

For the Year Ended December 31,

 

($ in thousands)

2025

 

2024

 

2023

 

Interest expense

N/A

 

$

4,952

 

$

11,357

 

Amortization of original issue discount

N/A

 

 

57

 

 

151

 

Total interest and financing expenses

N/A

 

$

5,009

 

$

11,508

 

Average outstanding balance

N/A

 

$

96,356

 

$

153,330

 

Average stated interest rate

N/A

 

 

7.99

%

 

7.35

%

4.875% Notes due 2026

Notes Offering

On April 30, 2021, the Company issued $80.0 million in aggregate principal amount of unsecured 4.875% Notes due 2026 (the “4.875% Notes due 2026”) in a private placement exempt from registration under the Section 4(a)(2) of the Securities Act. The 4.875% Notes due 2026 were not registered under the Securities Act or any state securities laws and may not be reoffered or resold in the United States absent registration or an applicable exemption from such registration requirements. The net proceeds to the Company were approximately $77.7 million, after deducting estimated offering expenses. The Company used the net proceeds of the offering to redeem in full its 6.125% Notes due 2022, to make investments in portfolio companies in accordance with its investment objectives, and for general corporate purposes.

On April 30, 2021, the Company and U.S. Bank Trust Company, National Association (the “Trustee”) entered into a Supplemental Indenture (the “Third Supplemental Indenture”), which supplements that certain Base Indenture, dated as of October 10, 2012 (as may be further amended, supplemented or otherwise modified from time to time, the “Base Indenture” and, together with the Third Supplemental Indenture, the “Indenture”). The Third Supplemental Indenture relates to the Company’s issuance of the 4.875% Notes due 2026.

The 4.875% Notes due 2026 will mature on April 30, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture and bear interest at a rate of 4.875% per year payable semi-annually on April 30 and October 30 of each year. The 4.875% Notes due 2026 are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 4.875% Notes due 2026, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Sections 18(a)(1)(A) and 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act, whether or not it is subject to those requirements, and to provide financial information to the holders of the Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. Additionally, the Company has agreed to use its commercially reasonable efforts to maintain a rating of the 4.875% Notes due 2026 from a rating agency, as long as the notes are outstanding. These covenants are subject to important limitations and exceptions that are described in the Indenture.

In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, the Company will generally be required to make an offer to purchase the outstanding notes at a price equal to 100% of the principal amount of such notes plus accrued and unpaid interest to the repurchase date.

Sale of Additional 4.875% Notes due 2026

On June 23, 2021, the Company issued $28.0 million in aggregate principal amount of its 4.875% Notes due 2026 (the “New Notes”) in a private placement exempt from registration under the Section 4(a)(2) of the Securities Act. The New Notes have not been registered under the Securities Act or any state securities laws and may not be reoffered or resold in the United States absent registration or an applicable exemption from such registration requirements. The net proceeds to the Company were approximately $27.4 million, after deducting estimated offering expenses. The Company intends to use the net proceeds of the offering to redeem in full its HCAP Notes (as defined below), make investments in portfolio companies in accordance with its investment objectives, and for general corporate purposes.

The New Notes were issued under the Indenture governing the 4.875% Notes due 2026. The New Notes were issued as “Additional Notes” under the Indenture and have identical terms to Company’s $80.0 million of aggregate principal amount of 4.875% Notes due 2026 that were issued on April 30, 2021, other than the issue date. The New Notes will be treated as a single class of notes with the Company’s existing 4.875% Notes due 2026 for all purposes under the Indenture.

In connection with the issuance of the 4.875% Notes due 2026, (including the New Notes) the Company incurred approximately $2.4 million of original issue discount, and $1.2 million of debt offering costs, both of which are being amortized over the expected term of the facility on an effective yield method.

Exchange of 4.875% Notes due 2026

On October 5, 2021, the Company filed with the SEC a registration statement relating to an offer to exchange the 4.875% Notes due 2026 for new notes issued by the Company that are registered under the Securities Act (the “Exchange Offer”), which registration statement was declared effective on December 2, 2021. Upon the terms and subject to the conditions in the prospectus relating to the Exchange Offer, the Company accepted any existing 4.875% Notes due 2026 (the “Restricted Notes”) validly tendered and not withdrawn prior to January 3, 2022, the expiration date of the Exchange Offer, and issued new 4.875% Notes due 2026 that have been registered under the Securities Act (the “Exchange Notes”). The form and terms of the Exchange Notes are substantially identical to those of the Restricted Notes, except that the transfer restrictions and registration rights relating to the Restricted Notes do not apply to the Exchange Notes, and the Exchange Notes do not provide for the payment of additional interest in the event of a registration default. In addition, the Exchange Notes bear a different CUSIP number than the Restricted Notes. The Exchange Notes are issued under and entitled to the benefits of the same indenture that authorized the issuance of the Restricted Notes.

On the expiration date of the Exchange Offer, all of the Restricted Notes had been validly tendered, and all of the outstanding Restricted Notes were exchanged for newly issued Exchange Notes.

Redemption of 4.875% Notes due 2026

The 4.875% Notes due 2026 were issued during the second quarter of 2021 and on October 14, 2025, the Company notified the Trustee of its election to redeem in full the $108.0 million aggregate principal amount outstanding of its 4.875% Notes due 2026 and redemption occurred on November 13, 2025. The 4.875% Notes due 2026 were redeemed at par plus accrued interest which resulted in a loss of approximately $0.4 million.

The following table summarizes the interest expense, amortization of original issue discount, deferred financing costs, average outstanding balance, and average stated interest rate on the 4.875% Notes due 2026 for the years ended December 31, 2025, 2024 and 2023:

 

For the Year Ended December 31,

 

($ in thousands)

2025

 

2024

 

2023

 

Interest expense

$

4,563

 

$

5,265

 

$

5,265

 

Amortization of original issue discount

 

462

 

 

506

 

 

479

 

Deferred financing costs

 

193

 

 

263

 

 

256

 

Total interest and financing expenses

$

5,218

 

$

6,034

 

$

6,000

 

Average outstanding balance

$

108,000

 

$

108,000

 

$

108,000

 

Average stated interest rate

 

4.88

%

 

4.88

%

 

4.88

%

2026 Notes

Effective July 15, 2025, as a result of the completion of the LRFC Acquisition, the Company succeeded to the obligations of LRFC under LRFC’s fixed rate notes due October 30, 2026 (the “2026 Notes”). The 2026 Notes were originally issued on October 29, 2021, in an aggregate principal amount of $50.0 million pursuant to a supplemental indenture with the Trustee, which supplements the base indenture, dated June 16, 2014. At the time of the LRFC Acquisition, the unamortized portion of the discount and deferred financing costs were $0.3 million and $0.2 million, respectively, and have continued to be amortized throughout the period.

The 2026 Notes were initially issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and subsequently exchanged in July 2022 for registered notes with substantially identical terms. The net proceeds from the original issuance were approximately $48.8 million, after deducting estimated offering expenses.

The 2026 Notes mature on October 30, 2026, and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the indenture. The 2026 Notes bear interest at a rate of 5.25% per annum, payable semi-annually on April 30 and October 30 of each year, commencing April 30, 2022. On March 28, 2024, the notes were downgraded below Investment Grade by a Nationally Recognized Statistical Rating Organization (“NRSRO”), resulting in a step-up in the interest rate to 6.00% per annum.

The 2026 Notes are general unsecured obligations of the Company, ranking senior in right of payment to all existing and future indebtedness that is expressly subordinated to the notes, pari passu with all existing and future unsecured unsubordinated indebtedness, effectively junior to any secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally junior to all existing and future indebtedness incurred by the Company’s subsidiaries or financing vehicles.

On October 7, 2025, the Company obtained a BBB- rating from a NRSRO with respect to the 2026 Notes. Starting on October 7, 2025, as a result of the rating, the 2026 Notes have a fixed interest rate of 5.25% per annum, which remained the rate applicable from the date of the change through December 31, 2025.

The following table summarizes the interest expense, amortization of original issue discount, amortization of deferred financing costs, average outstanding balance, and average stated interest rate on the 2026 Notes for the period from July 15, 2025 through December 31, 2025:

 

For the period July 15, 2025

 

($ in thousands)

through December 31, 2025

 

 Interest expense

$

1,286

 

 Amortization of original issue discount

 

88

 

 Deferred financing costs

 

96

 

 Total interest and financing expenses

$

1,470

 

 Average outstanding balance

$

50,000

 

 Average stated interest rate

 

5.62

%

2028 Notes

On October 10, 2025, the Company entered into a note purchase agreement (the “2028 & 2030 Note Purchase Agreement”), by and among the Company and each purchaser named therein, in connection with the issuance and sale of $35.0 million in aggregate principal amount of the Company’s 7.50% notes due 2028 (the “2028 Notes”) at a price of 98.5% of par, pursuant to an effective shelf registration statement on Form N-2, as amended, which was declared effective on February 10, 2025. The net proceeds to the Company were approximately $34.1 million, which is net of a discount and allocated deferred financing costs. The Company used the net proceeds of the offering to redeem in full its 4.875% Notes due 2026 and to pay down existing indebtedness.

In conjunction therewith, the Company and the Trustee entered into a Fourth Supplemental Indenture relating to the 2028 Notes (the “Fourth Supplemental Indenture”), which supplements that certain Base Indenture, dated as of October 10, 2012 (as may be further amended, supplemented or otherwise modified from time to time, the “Base Indenture” and, together with the Fourth Supplemental Indentures, the “2028 Notes Indenture”).

The 2028 Notes will mature on October 15, 2028. The 2028 Notes may be redeemed in whole or in part at the Company’s option at any time or from time to time prior to July 15, 2028 at par value plus a “make-whole” premium calculated in accordance with the terms under “optional redemption” in the 2028 Notes Indenture and at par value on July 15, 2028 or thereafter.

The 2028 Notes bear interest at the rate of 7.50% per year, payable semi-annually on April 30 and October 30 of each year, commencing on October 30, 2025. The Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The 2028 Notes Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Sections 18(a)(1)(A) and 18(a)(1)(B) as modified by Section 61(a)(2) of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and to provide financial information to the holders of the Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. Additionally, the Company has agreed to use its commercially reasonable efforts to maintain a rating of the 2028 Notes from a rating agency, as defined in the 2028 Notes Indenture, as long as the Notes are outstanding. These covenants are subject to important limitations and exceptions that are described in the 2028 Notes Indenture. As of December 31, 2025, the Company is in compliance with all associated covenants.

In addition, on the occurrence of a “change of control repurchase event,” as defined in the 2028 Notes Indenture, the Company will generally be required to make an offer to purchase the outstanding Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest to the repurchase date. Also, on the occurrence of an “Interest Rate Adjustment Event,” as defined in the 2028 Notes Indenture, the Notes will bear interest at a fixed rate per annum which is 0.75% in excess of the initial rate of the Notes, as applicable, from the date of the occurrence of the Interest Rate Adjustment Event to and until the date on which the Interest Rate Adjustment Event is no longer continuing.

The following table summarizes the interest expense, amortization of original issue discount, amortization of deferred financing costs, average outstanding balance, and average stated interest rate on the 2028 Notes for the period from October 15, 2025 through December 31, 2025:

 

For the period October 15, 2025

 

($ in thousands)

through December 31, 2025

 

 Interest expense

$

554

 

 Amortization of original issue discount

 

33

 

 Deferred financing costs

 

24

 

 Total interest and financing expenses

$

611

 

 Average outstanding balance

$

35,000

 

 Average stated interest rate

 

7.50

%

2030 Notes

On October 10, 2025, the Company entered into a 2028 & 2030 Note Purchase Agreement, by and among the Company and each purchaser named therein, in connection with the issuance and sale of $75.0 million in aggregate principal amount of the Company’s 7.75% notes due 2030 (the “2030 Notes”) at a price of 97.75% of par, pursuant to an effective shelf registration statement on Form N-2, as amended, which was declared effective on February 10, 2025. The net proceeds to the Company were approximately $72.5 million, which is net of a discount and allocated deferred financing costs. The Company used the net proceeds of the offering to redeem in full its 4.875% Notes due 2026 and to pay down existing indebtedness.

In conjunction therewith, the Company and the Trustee entered into a Fifth Supplemental Indenture relating to the 2030 Notes (the “Fifth Supplemental Indenture”), which supplements the Base Indenture (together with the Fifth Supplemental Indentures, the “2030 Notes Indenture”).

The 2030 Notes will mature on October 15, 2030. The 2030 Notes may be redeemed in whole or in part at the Company’s option at any time or from time to time prior to April 15, 2030 at par value plus a “make-whole” premium calculated in accordance with the terms under “optional redemption” in the Indenture and at par value on April 15, 2030 or thereafter.

The 2030 Notes bear interest at the rate of 7.75% per year, payable semi-annually on April 30 and October 30 of each year, commencing on October 30, 2025. The Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The 2030 Notes Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Sections 18(a)(1)(A) and 18(a)(1)(B) as modified by Section 61(a)(2) of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and to provide financial information to the holders of the Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. Additionally, the Company has agreed to use its commercially reasonable efforts to maintain a rating of the 2030 Notes from a rating agency, as defined in the 2030 Notes Indenture, as long as the Notes are outstanding. These covenants are subject to important limitations and exceptions that are described in the 2030 Notes Indenture. As of December 31, 2025, the Company is in compliance with all associated covenants.

In addition, on the occurrence of a “change of control repurchase event,” as defined in the 2030 Notes Indenture, the Company will generally be required to make an offer to purchase the outstanding Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest to the repurchase date. Also, on the occurrence of an “Interest Rate Adjustment Event,” as defined in the 2030 Notes Indenture, the Notes will bear interest at a fixed rate per annum which is 0.75% in excess of the initial rate of the Notes, as applicable, from the date of the occurrence of the Interest Rate Adjustment Event to and until the date on which the Interest Rate Adjustment Event is no longer continuing.

The following table summarizes the interest expense, amortization of original issue discount, amortization of deferred financing costs, average outstanding balance, and average stated interest rate on the 2030 Notes for the period from October 15, 2025 through December 31, 2025:

 

For the period October 15, 2025

 

($ in thousands)

through December 31, 2025

 

 Interest expense

$

1,227

 

 Amortization of original issue discount

 

58

 

 Deferred financing costs

 

25

 

 Total interest and financing expenses

$

1,310

 

 Average outstanding balance

$

75,000

 

 Average stated interest rate

 

7.75

%

2032 Convertible Notes

Effective July 15, 2025, as a result of the completion of the LRFC Acquisition, the Company succeeded to the obligations of LRFC under LRFC’s fixed rate convertible notes due April 1, 2032 (the “2032 Convertible Notes”). The 2032 Convertible Notes were originally issued by LRFC on April 1, 2022, in an aggregate principal amount of $15.0 million. At the time of the LRFC Acquisition, the unamortized portion of the discount and deferred financing costs were $0.1 million and $0.02 million, respectively, and have continued to be amortized throughout the period.

As of July 15, 2025, the Company assumed $2.5 million in outstanding principal amount of the 2032 Convertible Notes. The notes are convertible, at the holder’s option and at any time prior to maturity, into shares of the Company’s common stock based on a conversion formula defined in the governing purchase agreement (the “Purchase Agreement”). The maximum number of shares issuable under the Purchase Agreement is 539,503, subject to adjustment for stock splits and other anti-dilutive provisions. The conversion price is equal to the average closing sale price of the Company’s common stock over the five trading days immediately preceding the conversion date, subject to a quarterly conversion cap of $7.5 million in principal amount.

The embedded conversion feature has been evaluated under U.S. GAAP and determined not to require separate accounting as a derivative instrument.

The 2032 Convertible Notes bear interest at a fixed rate of 6.00% per annum, payable semi-annually on March 31 and September 30 of each year. The interest rate reflects a step-up from the original 5.25% rate following a downgrade below Investment Grade by a Nationally Recognized Statistical Rating Organization (“NRSRO”) on March 28, 2024. Additional interest of 2.0% per annum applies to overdue interest payments and during the continuance of an event of default.

The notes are redeemable prior to maturity and are not subject to a sinking fund. In the event of a “Change in Control Repurchase Event” or “Delisting Event,” as defined in the Purchase Agreement, the Company is generally required to offer to repurchase the notes at 100% of the principal amount plus accrued and unpaid interest.

On October 7, 2025, the Company obtained a BBB- rating from a NRSRO with respect to the 2032 Convertible Notes. Starting on October 7, 2025, as a result of the rating, the 2032 Convertible Notes have a fixed interest rate of 5.25% per annum, which remained the rate applicable from the date of the change through December 31, 2025.

The following table summarizes the interest expense, amortization of original issue discount, amortization of deferred financing costs, average outstanding balance, and average stated interest rate on the 2032 Convertible Notes for the period from July 15, 2025 through December 31, 2025:

 

For the period July 15, 2025

 

($ in thousands)

through December 31, 2025

 

 Interest expense

$

60

 

 Amortization of original issue discount

 

6

 

 Deferred financing costs

$

1

 

 Total interest and financing expenses

$

67

 

 Average outstanding balance

$

2,421

 

 Average stated interest rate

 

5.62

%

 

Revolving Credit Facility

On December 18, 2019, Great Lakes Portman Ridge Funding LLC (“GLPRF LLC”), our wholly-owned subsidiary, entered into a senior secured revolving credit facility (as amended, restated or otherwise modified from time to time, the “Revolving Credit Facility”) with JPMorgan Chase Bank, National Association (“JPM”). JPM serves as administrative agent, the Trustee serves as collateral agent, securities intermediary and collateral administrator, and we serve as portfolio manager under the Revolving Credit Facility.

GLPRF LLC is required to utilize a minimum of the commitments under the Revolving Credit Facility. Unused amounts below such minimum utilization amount accrue interest as if such amounts are outstanding as borrowings under the Revolving Credit Facility. In addition, GLPRF LLC pays a non-usage fee during the reinvestment period on the average daily unborrowed portion of the financing commitments in excess of such minimum utilization amount.

The initial principal amount of the Revolving Credit Facility was $115.0 million. The Revolving Credit Facility has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the Revolving Credit Facility to up to $215.0 million. Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by GLPRF LLC and to make advances under delayed draw term loans where GLPRF LLC is a lender.

GLPRF LLC’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of GLPRF LLC’s portfolio of investments and cash. The obligations of GLPRF LLC under the Revolving Credit Facility are non-recourse to us, and our exposure under the Revolving Credit Facility is limited to the value of our investment in GLPRF LLC. In connection with the Revolving Credit Facility, GLPRF LLC has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of GLPRF LLC occurs or if we are no longer the portfolio manager of GLPRF LLC.

On April 29, 2022, GLPRF LLC amended the Revolving Credit Facility with JPM as administrative agent. The amended agreement replaced three-month SOFR as the benchmark interest rate and reduced the applicable margin to 2.80% per annum from 2.85% per annum.

On July 23, 2024, GLPRF LLC amended the Revolving Credit Facility with JPM as administrative agent. The amended agreement, among other things, (i) provided for a committed increase to the aggregate principal amount of the Revolving Credit Facility in an amount not to exceed $85.0 million, for a total commitment of $200.0 million, which increase became effective on August 20, 2024, (ii) provided for a committed seven-day bridge advance in an aggregate principal amount of $18.3 million, which advance became effective on August 20, 2024, (iii) reduced the applicable margin on the Revolving Credit Facility to 2.50% per annum, (iv) extended the period in which the Company may request advances under the Revolving Credit Facility to August 29, 2026, (v) extended the stated maturity of the Revolving Credit Facility to August 29, 2027, (vi) reduced the requirement to utilize a minimum of commitments under the Revolving Credit Facility to 70%, (vii) reduced the non-usage fee applicable during the reinvestment period to 0.55% per annum on the average daily unborrowed portion of the financing commitments in excess of the minimum utilization amount, (viii) extended the non-call period under the Revolving Credit Facility to April 29, 2025, and (ix) provided for certain fees to be paid to the administrative agent and the lenders in connection therewith.

As of December 31, 2025, GLPRF LLC was in compliance with all of its debt covenants and approximately $107.6 million principal amount of borrowings was outstanding under the Revolving Credit Facility. The assets pledged to secure the Revolving Credit Facility had a fair value of $218.8 million as of December 31, 2025. As of December 31, 2024, approximately $159.5 million principal amount of borrowings was outstanding under the Revolving Credit Facility.

The following table summarizes the interest expense, deferred financing costs, average outstanding balance, and average stated interest rate on the Revolving Credit Facility for the years ended December 31, 2025, 2024 and 2023:

 

For the Year Ended December 31,

 

($ in thousands)

2025

 

2024

 

2023

 

Interest expense

$

9,914

 

$

9,334

 

$

7,465

 

Deferred financing costs

 

497

 

 

405

 

 

333

 

Total interest and financing expenses

$

10,411

 

$

9,739

 

$

7,798

 

Average outstanding balance

$

138,693

 

$

116,548

 

$

80,136

 

Average stated interest rate

 

6.70

%

 

7.67

%

 

7.84

%

KeyBank Credit Facility

Effective July 15, 2025, as a result of the completion of the LRFC Acquisition, the Company succeeded to the obligations of the LRFC’s wholly owned subsidiary, Capitala Business Lending, LLC (“CBL”), under a senior secured revolving credit facility (as amended, the “KeyBank Credit Facility”). The KeyBank Credit Facility was originally entered into on October 30, 2020, and has been subsequently amended on May 10, 2022, October 20, 2022, and August 21, 2024. The KeyBank Credit Facility provides for secured borrowings of up to $75.0 million, with an uncommitted accordion feature allowing for additional borrowings of up to $125.0 million, subject to availability and borrowing restrictions under the Investment Company Act of 1940. At the time of the LRFC Acquisition, the unamortized deferred financing costs were $1.0 million, and have continued to be amortized throughout the period.

The revolving period under the KeyBank Credit Facility extends through August 21, 2027, with a stated maturity date of August 21, 2029, unless terminated earlier due to an event of default or other conditions. Borrowings under the KeyBank Credit Facility bear interest at a rate equal to 1-month Term SOFR plus 2.80% during the reinvestment period and 3.20% thereafter, subject to a 0.40% SOFR floor. Interest and fees are payable quarterly. CBL will also pay an unused commitment fee at a rate of (1) 0.75% if utilization is less than or equal to 50.0%, (2) 0.50% if utilization is greater than 50.0% but less than or equal to 75.0%, or (3) 0.25% if utilization is greater than 75.0%, per annum on the unutilized portion of the aggregate commitments under the KeyBank Credit Facility.

As of December 31, 2025, outstanding borrowings under the KeyBank Credit Facility were $42.7 million and assets pledged to secure the KeyBank Credit Facility had a fair value of $104.8 million.

The KeyBank Credit Facility is secured by a first lien security interest on substantially all of the assets of CBL and includes customary affirmative and negative covenants, including limitations on the incurrence of additional indebtedness and liens, as well as standard events of default for senior secured revolving credit facilities of this nature.

The following table summarizes the interest expense, deferred financing costs, unused commitment fees, average outstanding balance, and average stated interest rate on the KeyBank Credit Facility for the period from July 15, 2025 through December 31, 2025:

 

For the period July 15, 2025

 

($ in thousands)

through December 31, 2025

 

 Interest expense

$

1,293

 

 Deferred financing costs

 

116

 

 Unused commitment fees

 

106

 

 Total interest and financing expenses

$

1,515

 

 Average outstanding balance

$

38,857

 

 Average stated interest rate

 

6.95

%

Financial Instruments Disclosed, But Not Carried, At Fair Value

The following table presents the outstanding principal and fair value of the Company’s financial liabilities disclosed, but not carried, at fair value as of December 31, 2025, and the level of each financial liability within the fair value hierarchy (dollars in thousands):

 

($ in thousands)

Outstanding Principal

 

Fair Value

 

Level I

 

Level II

 

Level III

 

Great Lakes Portman Ridge Funding LLC Revolving Credit Facility

$

107,629

 

$

107,629

 

$

 

$

 

$

107,629

 

2026 Notes

 

50,000

 

 

48,875

 

 

 

 

 

 

48,875

 

2032 Convertible Notes

 

2,000

 

 

1,892

 

 

 

 

 

 

1,892

 

KeyBank Credit Facility

 

42,669

 

 

42,669

 

 

 

 

 

 

42,669

 

2028 Notes

 

35,000

 

 

34,475

 

 

 

 

 

 

34,475

 

2030 Notes

 

75,000

 

 

73,313

 

 

 

 

 

 

73,313

 

Total

$

312,298

 

$

308,853

 

$

 

$

 

$

308,853

 

The following table presents the outstanding principal and fair value of the Company’s financial liabilities disclosed, but not carried, at fair value as of December 31, 2024, and the level of each financial liability within the fair value hierarchy (dollars in thousands):

 

($ in thousands)

Outstanding Principal

 

Fair Value

 

Level I

 

Level II

 

Level III

 

4.875% Notes due 2026

$

108,000

 

$

103,820

 

$

 

$

 

$

103,820

 

Great Lakes Portman Ridge Funding LLC Revolving Credit Facility

 

159,479

 

 

160,276

 

 

 

 

 

 

160,276

 

Total

$

267,479

 

$

264,096

 

$

 

$

 

$

264,096

 

 

Senior Securities

Information about the Company’s senior securities is shown as of the dates indicated in the below table (dollars in thousands, except per unit amounts):

 

Class and Period

 

Total Amount Outstanding Exclusive of Treasury Securities(1)

 

 

Asset Coverage per
Unit
(2)

 

 

Involuntary Liquidating Preference per Unit(3)

 

 

Average Market
Value per Unit
(4)

 

($ in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Convertible Notes due March 15, 2016

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2015

 

$

19,299

 

 

$

2,025

 

 

$

 

 

N/A

 

7.375% Notes due 2019

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2017

 

$

27,000

 

 

$

2,713

 

 

$

 

 

$

1,016

 

Fiscal 2016

 

 

33,531

 

 

 

2,048

 

 

 

 

 

 

1,000

 

Fiscal 2015

 

 

41,400

 

 

 

2,025

 

 

 

 

 

 

1,012

 

Notes Issued by KCAP Senior Funding I, LLC

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2016

 

$

147,350

 

 

$

2,048

 

 

$

 

 

N/A

 

Fiscal 2015

 

 

147,350

 

 

 

2,025

 

 

 

 

 

N/A

 

6.125% Notes due 2022

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2020

 

$

76,726

 

 

$

1,560

 

 

$

 

 

$

953

 

Fiscal 2019

 

 

77,407

 

 

 

1,950

 

 

 

 

 

 

1,010

 

Fiscal 2018

 

 

77,407

 

 

 

2,490

 

 

 

 

 

 

1,009

 

Fiscal 2017

 

 

77,407

 

 

 

2,713

 

 

 

 

 

 

1,006

 

KCAP Funding I, LLC Revolving Credit Facility

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2018

 

$

26,356

 

 

$

2,490

 

 

$

 

 

N/A

 

Revolving Credit Facility

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2025

 

$

107,629

 

 

$

1,670

 

 

$

 

 

N/A

 

Fiscal 2024

 

 

159,479

 

 

 

1,667

 

 

 

 

 

N/A

 

Fiscal 2023

 

 

92,000

 

 

 

1,646

 

 

 

 

 

N/A

 

Fiscal 2022

 

 

92,000

 

 

 

1,601

 

 

 

 

 

N/A

 

Fiscal 2021

 

 

80,571

 

 

 

1,780

 

 

 

 

 

N/A

 

Fiscal 2020

 

 

49,321

 

 

 

1,560

 

 

 

 

 

N/A

 

Fiscal 2019

 

 

79,571

 

 

 

1,950

 

 

 

 

 

N/A

 

2018-2 Secured Notes

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2023

 

$

125,683

 

 

$

1,646

 

 

$

 

 

N/A

 

Fiscal 2022

 

 

178,163

 

 

 

1,601

 

 

 

 

 

N/A

 

Fiscal 2021

 

 

163,863

 

 

 

1,780

 

 

 

 

 

N/A

 

Fiscal 2020

 

 

251,863

 

 

 

1,560

 

 

 

 

 

N/A

 

4.875% Notes due 2026

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2024

 

$

108,000

 

 

$

1,667

 

 

$

 

 

N/A

 

Fiscal 2023

 

 

108,000

 

 

 

1,646

 

 

 

 

 

N/A

 

Fiscal 2022

 

 

108,000

 

 

 

1,601

 

 

 

 

 

N/A

 

Fiscal 2021

 

 

108,000

 

 

 

1,780

 

 

 

 

 

N/A

 

2026 Notes

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2025

 

$

50,000

 

 

$

1,670

 

 

$

 

 

N/A

 

2032 Convertible Notes

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2025

 

$

2,000

 

 

$

1,670

 

 

$

 

 

N/A

 

KeyBank Credit Facility

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2025

 

$

42,669

 

 

$

1,670

 

 

$

 

 

N/A

 

2028 Notes

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2025

 

$

35,000

 

 

$

1,670

 

 

$

 

 

N/A

 

2030 Notes

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2025

 

$

75,000

 

 

$

1,670

 

 

$

 

 

N/A

 

 

 

(1)
Total amount of each class of senior securities outstanding at the end of the period presented.
(2)
Asset coverage per unit is the ratio of the carrying value of the Company’s total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness.
(3)
The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it. The “—” indicates information which the SEC expressly does not require to be disclosed for certain types of senior securities.
(4)
Not applicable, except with respect to the 7.375% Notes due 2019 and the 6.125% Notes due 2022, as other debt securities are not registered for public trading. For the years ended December 31, 2017, 2016, and 2015, the average market value per $1,000 of par value of the 7.375% Notes due 2019 was $1,016.04, $1,000.00, and $1,011.96, respectively. For the years-ended December 31, 2020, 2019 and 2018 and for the period from August 14, 2017 (date of issuance) to December 31, 2017, the average market value per $1,000 of par value of the 6.125% Notes due 2022 was $953.20, $1,009.93, $1,009.20 and $1,006.00, respectively. Average market value is computed by taking the daily average of the closing prices for the period.

Historical Timeline

Fiscal YearFiled
2025Mar 5, 2026Showing above
2024Mar 13, 2025
2023Mar 13, 2024
2022Mar 9, 2023

About Debt Disclosures

Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.

Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.