| COMMITMENTS AND CONTINGENCIES |
COMMITMENTS AND CONTINGENCIES As of September 30, 2024, Main Street had the following outstanding commitments (in thousands):
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| Investments with equity capital commitments that have not yet funded: |
|
Amount |
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| Brightwood Capital Fund Investments |
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| Brightwood Capital Fund V, LP |
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$ |
2,000 |
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| Brightwood Capital Fund III, LP |
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65 |
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2,065 |
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| EnCap Equity - Fund XII, LP |
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6,285 |
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| Harris Preston Fund Investments |
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| HPEP 4, L.P. |
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7,495 |
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| HPEP 3, L.P. |
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1,308 |
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8,803 |
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| MS Private Loan Fund I, LP |
|
750 |
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| MS Private Loan Fund II, LP |
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4,966 |
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| UnionRock Energy Fund Investments |
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| UnionRock Energy Fund III, LP |
|
5,000 |
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| UnionRock Energy Fund II, LP |
|
1,969 |
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6,969 |
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| Total Equity Commitments (1)(2) |
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$ |
29,838 |
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| Investments with commitments to fund revolving loans that have not been fully drawn or term loans with additional commitments not yet funded: |
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| MS Private Loan Fund II, LP |
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$ |
66,500 |
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| ZRG Partners, LLC |
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29,897 |
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| HEADLANDS OP-CO LLC |
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16,875 |
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| Creative Foam Corporation |
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15,375 |
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| MS Private Loan Fund I, LP |
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10,000 |
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| Ansira Partners II, LLC |
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7,507 |
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| Computer Data Source, LLC |
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7,500 |
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| JDC Power Services, LLC |
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7,263 |
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| South Coast Terminals Holdings, LLC |
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7,160 |
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| CQ Fluency, LLC |
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6,750 |
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| Insight Borrower Corporation (Industrial Physics) |
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6,688 |
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| Veregy Consolidated, Inc. |
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5,875 |
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| SI East, LLC (Stavig) |
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5,250 |
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| Gulf Manufacturing, LLC |
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5,000 |
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| Pearl Meyer Topco LLC |
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5,000 |
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| Hornblower Sub, LLC |
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4,869 |
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| California Splendor Holdings LLC |
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4,487 |
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| Cody Pools, Inc. |
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4,214 |
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| BP Loenbro Holdings Inc. |
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4,196 |
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| Bettercloud, Inc. |
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4,189 |
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| AVEX Aviation Holdings, LLC |
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3,684 |
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| Sales Performance International, LLC |
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3,655 |
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| Mako Steel, LP |
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3,651 |
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| Microbe Formulas, LLC |
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3,601 |
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| Johnson Downie Opco, LLC |
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3,600 |
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| Titan Meter Midco Corp. |
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3,598 |
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| VVS Holdco LLC |
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3,200 |
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| Power System Solutions |
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3,085 |
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| Garyline, LLC |
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2,824 |
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| MetalForming AcquireCo, LLC |
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2,795 |
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| PTL US Bidco, Inc |
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2,703 |
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| Winter Services LLC |
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2,667 |
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| Centre Technologies Holdings, LLC |
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2,400 |
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| IG Investor, LLC (Ira Green) |
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2,400 |
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| Burning Glass Intermediate Holding Company, Inc. |
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2,397 |
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| IG Parent Corporation (Infogain) |
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2,041 |
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| NexRev LLC |
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2,040 |
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| Career Team Holdings, LLC |
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2,025 |
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| The Affiliati Network, LLC |
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2,000 |
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| Cybermedia Technologies, LLC |
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2,000 |
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| Buca C, LLC |
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1,981 |
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| PurgeRite, LLC |
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1,969 |
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| Coregistics Buyer LLC (Belvika) |
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1,908 |
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| Elgin AcquireCo, LLC |
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1,877 |
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| Imaging Business Machines, L.L.C. |
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1,779 |
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| NinjaTrader, LLC |
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1,750 |
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| Batjer TopCo, LLC |
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1,620 |
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| Trantech Radiator Topco, LLC |
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1,600 |
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| Chamberlin Holding LLC |
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1,600 |
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| Pinnacle TopCo, LLC |
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1,600 |
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| Colonial Electric Company LLC |
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1,600 |
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| Bond Brand Loyalty ULC |
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1,427 |
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| Bluestem Brands, Inc. |
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1,335 |
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| American Health Staffing Group, Inc. |
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1,333 |
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| Escalent, Inc. |
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1,326 |
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| Nebraska Vet AcquireCo, LLC (NVS) |
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1,250 |
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| Gamber-Johnson Holdings, LLC |
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1,200 |
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| Clad-Rex Steel, LLC |
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1,200 |
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| Channel Partners Intermediateco, LLC |
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1,139 |
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| ATS Operating, LLC |
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1,044 |
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| Mystic Logistics Holdings, LLC |
|
800 |
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| ASK (Analytical Systems Keco Holdings, LLC) |
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800 |
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| Orttech Holdings, LLC |
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800 |
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| Barfly Ventures, LLC |
|
760 |
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| ArborWorks, LLC |
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720 |
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| SPAU Holdings, LLC |
|
703 |
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| Eastern Wholesale Fence LLC |
|
520 |
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| Jensen Jewelers of Idaho, LLC |
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500 |
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| Island Pump and Tank, LLC |
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456 |
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| Gulf Publishing Holdings, LLC |
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400 |
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| Wall Street Prep, Inc. |
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400 |
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| GULF PACIFIC ACQUISITION, LLC |
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303 |
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| Roof Opco (Apple Roof), LLC |
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233 |
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| Mini Melts of America, LLC |
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230 |
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| GRT Rubber Technologies LLC |
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204 |
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| AAC Holdings, Inc. |
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200 |
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| GS HVAM Intermediate, LLC |
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182 |
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| LL Management, Inc.(Lab Logistics) |
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165 |
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| Obra Capital, Inc. |
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148 |
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| Inspire Aesthetics Management, LLC |
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50 |
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| Invincible Boat Company, LLC. |
|
42 |
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| Total Loan Commitments |
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$ |
320,115 |
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| Total Commitments |
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$ |
349,953 |
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____________________
(1)This table excludes commitments related to six additional Other Portfolio investments for which the investment period has expired and remaining commitments may only be drawn to pay fund expenses. The Company does not expect any material future capital to be called on its commitment to these investments and as a result has excluded those commitments from this table.
(2)This table excludes commitments related to five additional Other Portfolio investments for which the investment period has expired and remaining commitments may only be drawn to pay fund expenses or for follow on investments in existing portfolio companies. The Company does not expect any material future capital to be called on its commitment to these investments to pay fund expenses, and based on representations from the fund manager, the Company does not expect any further capital will be called on its commitment for follow on investments. As a result, the Company has excluded those commitments from this table.
Main Street will fund its unfunded commitments from the same sources it uses to fund its investment commitments that are funded at the time they are made (which are typically through existing cash and cash equivalents and borrowings under the Credit Facilities). Main Street follows a process to manage its liquidity and ensure that it has available capital to fund its unfunded commitments as necessary. The Company had no unrealized appreciation or depreciation on the outstanding unfunded commitments as of September 30, 2024.
Main Street may, from time to time, be involved in litigation arising out of its operations in the normal course of business or otherwise. Furthermore, third parties may try to impose liability on Main Street in connection with the activities of its portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, Main Street does not expect any current matters will materially affect its financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on Main Street’s financial condition or results of operations in any future reporting period.
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