| COMMITMENTS AND CONTINGENCIES |
COMMITMENTS AND CONTINGENCIES At September 30, 2023, 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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$ |
3,000 |
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| Brightwood Capital Fund III, LP |
|
300 |
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3,300 |
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| Freeport Fund Investments |
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| Freeport First Lien Loan Fund III LP |
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7,172 |
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| Freeport Financial SBIC Fund LP |
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3,841 |
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11,013 |
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| Harris Preston Fund Investments |
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| HPEP 4, L.P. |
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7,204 |
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| HPEP 3, L.P. |
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1,555 |
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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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9,411 |
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| MS Private Loan Fund I, LP |
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750 |
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| MS Private Loan Fund II, LP |
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6,526 |
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| UnionRock Energy Fund Investments |
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| UnionRock Energy Fund III, LP |
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8,949 |
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| UnionRock Energy Fund II, LP |
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1,376 |
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10,325 |
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| Total Equity Commitments (1)(2) |
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$ |
41,325 |
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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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$ |
39,000 |
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| Dalton US Inc. |
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15,259 |
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| HEADLANDS OP-CO LLC |
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10,125 |
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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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| Xenon Arc, Inc. |
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8,568 |
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| AMEREQUIP LLC. |
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7,704 |
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| AB Centers Acquisition Corporation |
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7,457 |
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| NWN Corporation |
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7,298 |
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| Channel Partners Intermediateco, LLC |
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7,250 |
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| Archer Systems, LLC |
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7,115 |
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| JTI Electrical & Mechanical, LLC |
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6,737 |
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| Insight Borrower Corporation |
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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 |
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5,625 |
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| PTL US Bidco, Inc |
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5,566 |
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| Richardson Sales Solutions |
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4,500 |
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| South Coast Terminals Holdings, LLC |
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4,465 |
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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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| 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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| Microbe Formulas, LLC |
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3,601 |
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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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| VVS Holdco, LLC |
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3,200 |
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| Watterson Brands, LLC |
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3,175 |
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| Mako Steel, LP |
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2,921 |
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| Metalforming Holdings, LLC |
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2,795 |
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| Career Team Holdings, LLC |
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2,700 |
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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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| CaseWorthy, Inc. |
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2,459 |
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| Centre Technologies Holdings, LLC |
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2,400 |
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| Winter Services LLC |
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2,222 |
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| GULF PACIFIC ACQUISITION, LLC |
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2,222 |
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| AVEX Aviation Holdings, LLC |
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2,210 |
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| Hawk Ridge Systems, LLC |
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2,201 |
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| ITA Holdings Group, LLC |
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2,174 |
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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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| 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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| Johnson Downie Opco, LLC |
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1,800 |
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| NinjaTrader, LLC |
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1,750 |
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| GRT Rubber Technologies LLC |
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1,648 |
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| RTIC Subsidiary Holdings, LLC |
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1,644 |
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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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| Bond Brand Loyalty ULC |
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1,427 |
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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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| Evergreen North America Acquisitions, LLC |
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1,313 |
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| Project Eagle Holdings, LLC |
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1,250 |
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| West Star Aviation Acquisition, LLC |
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1,205 |
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| Gamber-Johnson Holdings, LLC |
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1,200 |
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| ATS Operating, LLC |
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1,080 |
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| Bluestem Brands, Inc. |
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1,043 |
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| Infolinks Media Buyco, LLC |
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1,012 |
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| Imaging Business Machines, L.L.C. |
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988 |
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| Orttech Holdings, LLC |
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800 |
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| Mystic Logistics Holdings, LLC |
|
800 |
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| Roof Opco, LLC |
|
778 |
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| Adams Publishing Group, LLC |
|
776 |
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| RA Outdoors LLC |
|
773 |
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| Invincible Boat Company, LLC. |
|
768 |
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| Project BarFly, LLC |
|
760 |
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| SPAU Holdings, LLC |
|
703 |
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| Analytical Systems Keco Holdings, LLC |
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640 |
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| Jensen Jewelers of Idaho, LLC |
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500 |
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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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| GS HVAM Intermediate, LLC |
|
318 |
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| Inspire Aesthetics Management, LLC |
|
219 |
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| AAC Holdings, Inc. |
|
200 |
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| Acousti Engineering Company of Florida |
|
53 |
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| Jackmont Hospitality, Inc. |
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33 |
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| SIB Holdings, LLC |
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22 |
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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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284,020 |
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| Total Commitments |
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$ |
325,345 |
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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 September 30, 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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