| COMMITMENTS AND CONTINGENCIES |
COMMITMENTS AND CONTINGENCIES At December 31, 2023, Main Street had the following outstanding commitments (in thousands):
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| Investments with equity capital commitments that have not yet funded: |
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Amount |
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| Brightwood Capital Fund Investments |
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| Brightwood Capital Fund V, LP |
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$ |
3,000 |
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| Brightwood Capital Fund III, LP |
|
649 |
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3,649 |
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| EnCap Equity - Fund XII, LP |
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10,000 |
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| Freeport Fund Investments |
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| Freeport First Lien Loan Fund III LP |
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8,340 |
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| Freeport Financial SBIC Fund LP |
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4,490 |
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12,830 |
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| Harris Preston Fund Investments |
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| HPEP 4, L.P. |
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8,378 |
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| HPEP 3, L.P. |
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1,308 |
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| HPEP 423 COR, LP |
|
600 |
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| 2717 MH, L.P. |
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52 |
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10,338 |
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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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8,847 |
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| UnionRock Energy Fund Investments |
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| UnionRock Energy Fund III, LP |
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7,500 |
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| UnionRock Energy Fund II, LP |
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1,465 |
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8,965 |
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| Total Equity Commitments (1)(2) |
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$ |
55,379 |
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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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$ |
26,500 |
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| MS Private Loan Fund I, LP |
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10,000 |
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| Power System Solutions |
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9,255 |
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| Garyline, LLC |
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8,824 |
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| CQ fluency, LLC |
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6,750 |
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| Insight Borrower Corporation |
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6,688 |
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| PTL US Bidco, Inc |
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6,520 |
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| SI East, LLC |
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6,375 |
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| AB Centers Acquisition Corporation |
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6,172 |
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| Veregy Consolidated, Inc. |
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5,875 |
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| JTI Electrical & Mechanical, LLC |
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5,284 |
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| Paragon Healthcare, Inc. |
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4,327 |
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| Cody Pools, Inc. |
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4,214 |
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| Bettercloud, Inc. |
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4,189 |
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| Channel Partners Intermediateco, LLC |
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4,143 |
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| Richardson Sales Solutions |
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4,030 |
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| South Coast Terminals Holdings, LLC |
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4,018 |
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| IG Investor, LLC |
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4,000 |
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| NexRev LLC |
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4,000 |
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| AVEX Aviation Holdings, LLC |
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3,684 |
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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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| Watterson Brands, LLC |
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3,546 |
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| Eastern Wholesale Fence LLC |
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3,495 |
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| Classic H&G Holdco, LLC |
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3,440 |
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| HEADLANDS OP-CO LLC |
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3,375 |
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| VVS Holdco, LLC |
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3,200 |
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| SPAU Holdings, LLC |
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3,194 |
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| Mini Melts of America, LLC |
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3,045 |
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| RTIC Subsidiary Holdings, LLC |
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2,877 |
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| Metalforming Holdings, LLC |
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2,795 |
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| ArborWorks, LLC |
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2,779 |
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| Engineering Research & Consulting, LLC |
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2,621 |
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| IG Parent Corporation |
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2,500 |
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| Nebraska Vet AcquireCo, LLC |
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2,500 |
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| Superior Rigging & Erecting Co. |
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2,500 |
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| Centre Technologies Holdings, LLC |
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2,400 |
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| Batjer TopCo, LLC |
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2,070 |
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| Cybermedia Technologies, LLC |
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2,000 |
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| Purge Rite, LLC |
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1,969 |
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| Elgin AcquireCo, LLC |
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1,877 |
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| Burning Glass Intermediate Holding Company, Inc. |
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1,859 |
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| Career Team Holdings, LLC |
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1,800 |
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| GULF PACIFIC ACQUISITION, LLC |
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1,767 |
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| NinjaTrader, LLC |
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1,750 |
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| Acousti Engineering Company of Florida |
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1,730 |
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| Bluestem Brands, Inc. |
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1,716 |
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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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| Acumera, Inc. |
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1,598 |
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| Pearl Meyer Topco LLC |
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1,500 |
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| ITA Holdings Group, LLC |
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1,466 |
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| ATS Operating, LLC |
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1,440 |
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| Bond Brand Loyalty ULC |
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1,427 |
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| Imaging Business Machines, L.L.C. |
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1,384 |
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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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| CaseWorthy, Inc. |
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1,230 |
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| Gamber-Johnson Holdings, LLC |
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1,200 |
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| Pinnacle TopCo, LLC |
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1,140 |
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| Infolinks Media Buyco, LLC |
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1,008 |
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| GRT Rubber Technologies LLC |
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950 |
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| Evergreen North America Acquisitions, LLC |
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927 |
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| Orttech Holdings, LLC |
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800 |
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| Mystic Logistics Holdings, LLC |
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800 |
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| Roof Opco, LLC |
|
778 |
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| Project BarFly, LLC |
|
760 |
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| GS HVAM Intermediate, LLC |
|
727 |
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| Analytical Systems Keco Holdings, LLC |
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580 |
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| Invincible Boat Company, LLC. |
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561 |
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| RA Outdoors LLC |
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454 |
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| Clad-Rex Steel, LLC |
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400 |
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| Wall Street Prep, Inc. |
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400 |
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| Gulf Publishing Holdings, LLC |
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400 |
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| AAC Holdings, Inc. |
|
200 |
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| Inspire Aesthetics Management, LLC |
|
50 |
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| Adams Publishing Group, LLC |
|
41 |
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| Interface Security Systems, L.L.C |
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1 |
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| Total Loan Commitments |
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$ |
236,586 |
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| Total Commitments |
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$ |
291,965 |
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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 three 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 December 31, 2023.
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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