| COMMITMENTS AND CONTINGENCIES |
COMMITMENTS AND CONTINGENCIES At June 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: |
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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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$ |
2,500 |
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| Brightwood Capital Fund III, LP |
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65 |
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2,565 |
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| EnCap Equity - Fund XII, LP |
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5,609 |
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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 |
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750 |
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| MS Private Loan Fund II, LP |
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8,691 |
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| UnionRock Energy Fund Investments |
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| UnionRock Energy Fund III, LP |
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5,000 |
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| UnionRock Energy Fund II, LP |
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527 |
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5,527 |
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| Total Equity Commitments (1)(2) |
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$ |
31,945 |
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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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| ZRG Partners, LLC |
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$ |
28,876 |
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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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| Computer Data Source, LLC |
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9,000 |
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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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| JDC Power Services, LLC |
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6,211 |
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| Garyline, LLC |
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6,000 |
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| California Splendor Holdings LLC |
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6,000 |
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| Veregy Consolidated, Inc. |
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5,875 |
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| SI East, LLC |
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5,250 |
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| Gulf Manufacturing, LLC |
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5,000 |
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| PTL US Bidco, Inc |
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4,612 |
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| South Coast Terminals Holdings, LLC |
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4,465 |
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| BP Loenbro Holdings Inc. |
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4,346 |
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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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| AB Centers Acquisition Corporation |
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3,910 |
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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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| Titan Meter Midco Corp. |
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3,598 |
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| Nello Industries Investco, LLC |
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3,426 |
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| VVS Holdco LLC |
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3,200 |
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| Watterson Brands, LLC |
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3,176 |
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| Coregistics Buyer LLC |
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3,100 |
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| Power System Solutions |
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3,085 |
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| MS Private Loan Fund |
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3,000 |
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| MetalForming AcquireCo, LLC |
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2,795 |
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| Winter Services LLC |
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2,667 |
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| IG Parent Corporation (Infogain) |
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2,500 |
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| NexRev LLC |
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2,400 |
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| Centre Technologies Holdings, LLC |
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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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| Engineering Research & Consulting, LLC |
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2,293 |
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| GS HVAM Intermediate, LLC |
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2,273 |
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| Imaging Business Machines, L.L.C. |
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2,174 |
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| Sales Performance International, LLC |
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2,130 |
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| Cybermedia Technologies, LLC |
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2,000 |
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| The Affiliati Network, LLC |
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2,000 |
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| PurgeRite, LLC |
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1,969 |
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| Elgin AcquireCo, LLC |
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1,877 |
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| Career Team Holdings, LLC |
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1,800 |
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| NinjaTrader, LLC |
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1,750 |
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| SPAU Holdings, LLC |
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1,661 |
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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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| Acumera, Inc. |
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1,598 |
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| Channel Partners Intermediateco, LLC |
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1,554 |
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| GULF PACIFIC ACQUISITION, LLC |
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1,515 |
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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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1,374 |
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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 |
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1,250 |
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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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| Clad-Rex Steel, LLC |
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1,200 |
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| Invincible Boat Company, LLC. |
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1,080 |
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| ATS Operating, LLC |
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1,044 |
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| ArborWorks, LLC |
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868 |
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| Mystic Logistics 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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| Mini Melts of America, LLC |
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655 |
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| Analytical Systems Keco Holdings, LLC |
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580 |
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| Eastern Wholesale Fence LLC |
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520 |
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| Jensen Jewelers of Idaho, LLC |
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500 |
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| MS Private Loan Fund II |
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500 |
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| Island Pump and Tank, LLC |
|
456 |
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| Jackmont Hospitality, Inc. |
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441 |
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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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| Vitesse Systems |
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386 |
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| ITA Holdings Group, LLC |
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286 |
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| Roof Opco, LLC |
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233 |
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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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| 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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| Buca C, LLC |
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32 |
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| Adams Publishing Group, LLC |
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2 |
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| Total Loan Commitments |
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$ |
256,215 |
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| Total Commitments |
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$ |
288,160 |
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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 June 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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