CreditDetail · Covenants

MFIC — Covenants & Triggers

Contractual and statutory triggers from the filed Third A&R Senior Secured Revolving Credit Agreement (October 2025) and the 1940 Act, evaluated against the certified March 31, 2026 balance sheet. Sorted tightest first — the cushion column is distance to breach.

TriggerRequiredCurrentCushion
facility-asset-coveragecredit agreement · default1.50×1.629×0.129×
statutory-asset-coverage-1501940 Act · distribution block1.50×1.629×0.129×
facility-min-shareholders-equitycredit agreement · default$1,000.0m$1,176.3m$176.3m (15.0% of equity)

Financial covenants

Verbatim from the agreement (gate COV-001 proves each excerpt appears in the filed text).

Asset Coverage Ratio SECTION 6.07(b)
The Borrower will not permit the Asset Coverage Ratio to be less than 1.50 to 1 at any time.
Minimum Shareholders’ Equity SECTION 6.07(a)
The Borrower will not permit Shareholders’ Equity as at the last day of any fiscal quarter of the Borrower to be less than $1,000,000,000 plus 25% of the net proceeds of the sale of common Equity Interests by the Borrower after April 1, 2025.

Events of default — Article VII

The acceleration triggers of the recourse facility.

The Borrower shall (i) fail to pay any principal of any Article VII (a)
the Borrower shall (i) fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise or (ii) fail to deposit any amount into the Letter of Credit Collateral Account as contemplated by Section 2.05(k)
The Borrower shall fail to pay any interest on any Loan or Article VII (b)
the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or under any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five or more Business Days
Any representation or warranty made or deemed made by or on Article VII (c)
any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries (other than any Immaterial Subsidiary) in or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, or in any report, certificate, financial statement or other document furnished by or on behalf of the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, shall prove to have been incorrect when made or deemed made in any material respect and such failure, if capable of cure, shall continue unremedied for a period of ten (10) Business Days after the earlier of notice thereof by the Administrative Agent (given at the request of any Lender) to the Borrower and the Borrower’s actual knowledge thereof
The Borrower shall fail to observe or perform any covenant Article VII (d)
the Borrower shall fail to observe or perform any covenant, condition or agreement contained in (i) Section 5.03 (with respect to the Borrower’s existence) or Sections 5.08(a) and (b) or in Article VI or any Obligor shall default in the performance of any of its obligations contained in Section 7 of the Guarantee and Security Agreement or (ii) Sections 5.01(d) and (e) or 5.02 and such failure, in the case of this clause (ii), shall continue unremedied for a period of five or more Business Days, and in the case of Sections 5.01(d) and (e), five or more Business Days after notice thereof by the Administrative Agent (given at the request of any Lender) to the Borrower
A Borrowing Base Deficiency or a Contingent Borrowing Base Article VII (e)
a Borrowing Base Deficiency or a Contingent Borrowing Base Deficiency shall occur and continue unremedied for a period of five or more Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency or such Contingent Borrowing Base Deficiency, as applicable, pursuant to Section 5.01(e), provided that it shall not be a Default or an Event of Default hereunder if the Borrower shall present the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency or such Contingent Borrowing Base Deficiency, as the case may be, to be cured within 30 Business Days (which 30-Business Day period shall include the five Business Days permitted for delivery of such plan), so long as such Borrowing Base Deficiency or such Contingent Borrowing Base Deficiency, as the case may be, is cured within such 30-Business Day period, provided that such 30-Business Day period shall be extended by an additional 15 Business Days to the extent such Borrowing Base Deficiency or such Contingent Borrowing Base Deficiency, as applicable, is a result of the failure of the Borrowing Base to include the minimum Senior Investments required pursuant to Section 5.13(k) because of a change in either (i) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (ii) the Relevant Asset Coverage Ratio
The Borrower or any other Obligor, as applicable, shall Article VII (f)
the Borrower or any other Obligor, as applicable, shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b), (d) or (e) of this Article) or any other Loan Document and such failure shall continue unremedied for a period of 30 or more days after notice thereof from the Administrative Agent (given at the request of any Lender) to the Borrower
The Borrower or any of its Subsidiaries shall fail to make Article VII (g)
the Borrower or any of its Subsidiaries shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, taking into account (other than with respect to payments of principal) any applicable grace or cure periods
Any event or condition occurs that (i) results in any Article VII (h)
any event or condition occurs that (i) results in any Material Indebtedness becoming due prior to its scheduled maturity or (ii) shall continue unremedied for any applicable period of time sufficient to enable or permit the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity (for the avoidance of doubt, other than as permitted under Section 6.12 and that is not a result of a breach, default or other violation or failure in respect of such Material Indebtedness by the Borrower or any of its Subsidiaries and, after giving effect to any applicable grace or cure period), unless, in the case of this clause (ii), so long as all Commitments have not been terminated and the Loans declared due and payable in whole, such event or condition is no longer continuing or has been waived in accordance with the terms of such Material Indebtedness such that the holder or holders thereof or any trustee or agent on its or their behalf are no longer enabled or permitted to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled 148 maturity
An involuntary proceeding shall be commenced or an Article VII (i)
an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any of its Significant Subsidiaries (or group of Subsidiaries that if consolidated would constitute a Significant Subsidiary) or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any of its Significant Subsidiaries (or group of Subsidiaries that if consolidated would constitute a Significant Subsidiary) or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed and unstayed for a period of 60 or more days or an order or decree approving or ordering any of the foregoing shall be entered
The Borrower or any of its Significant Subsidiaries (or Article VII (j)
the Borrower or any of its Significant Subsidiaries (or group of Subsidiaries that if consolidated would constitute a Significant Subsidiary) shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (i) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any of its Significant Subsidiaries (or group of Subsidiaries that if consolidated would constitute a Significant Subsidiary) or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing
The Borrower or any of its Significant Subsidiaries (or Article VII (k)
the Borrower or any of its Significant Subsidiaries (or group of Subsidiaries that if consolidated would constitute a Significant Subsidiary) shall become unable, admit in writing its inability or fail generally to pay its debts as they become due
One or more judgments for the payment of money in an Article VII (l)
one or more judgments for the payment of money in an aggregate amount in excess of $50,000,000 shall be rendered against the Borrower or any of its Subsidiaries or any combination thereof and (i) if not covered by insurance, the same shall remain undischarged for a period of 30 consecutive days following the entry of such judgment during which 30-day period such judgment shall not have been vacated, stayed, discharged or bonded pending appeal, or liability for such judgment amount shall not have been admitted by an insurer of reputable standing, or (ii) any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any of its Subsidiaries to enforce any such judgment
An ERISA Event shall have occurred that, when taken Article VII (m)
an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect
A Change in Control shall occur Article VII (n)
a Change in Control shall occur
The Investment Advisor shall cease to be the investment Article VII (o)
the Investment Advisor shall cease to be the investment advisor for the Borrower
The Liens created by the Security Documents shall, at any Article VII (p)
the Liens created by the Security Documents shall, at any time with respect to Portfolio Investments intended to be included in the Borrowing Base, having an aggregate Value in excess of 5% of the aggregate Value of all Portfolio Investments, not be valid and perfected (to the extent perfection by filing, registration, recordation, possession or control is required herein or therein) in favor of the Collateral Agent, free and clear of all other Liens (other than Liens permitted under Section 6.02 or under the respective Security Documents)
Except for expiration or termination in accordance with its Article VII (q)
except for expiration or termination in accordance with its terms, any of the Security Documents shall for whatever reason be terminated or cease to be in full force and effect in any material respect, or the enforceability thereof shall be contested by the Borrower
The Obligors shall at any time, without the consent of the Article VII (r)
the Obligors shall at any time, without the consent of the Required Lenders, modify, supplement or waive in any material respect the Investment Policies (other than any modification, supplement or waiver required by any applicable law, rule or regulation or Governmental Authority), provided that it shall not be deemed a modification in any material respect of the Investment Policies if the effect of such modification, supplement or waiver is that the permitted investment size of the Portfolio Investments proportionately increases as the size of the Borrower’s capital base changes or if the Investment Policies are modified so as to permit up to 30% (or such lesser percentage as may be allowed under the Investment Company Act) of the value of Portfolio Investments to be made in assets that would not be qualified assets under Section 55 of the Investment Company Act
Except for expiration or termination in accordance with its Article VII (s)
except for expiration or termination in accordance with its terms, any material provision of any Loan Document ceases to be in full force and effect

CLO 2 coverage tests — non-recourse

Overcollateralization and interest-coverage tests from the filed Bethesda CLO 2 indenture. Failing a test diverts cash to noteholders — a liquidity squeeze at the BDC, not a claim on it. Current values are shown as not computable: certified statements carry no CLO collateral balances; the ratios are reported in CLO trustee reports, not SEC filings.

TestRequiredCurrent
Class A/Binterest-coverage · cash diversion120.0%not computable
Class Cinterest-coverage · cash diversion115.0%not computable
Class Dinterest-coverage · cash diversion110.0%not computable
Class A/Bovercollateralization · cash diversion137.1%not computable
Class Covercollateralization · cash diversion123.6%not computable
Class Dovercollateralization · cash diversion116.0%not computable
Interest Coverage Test
“ Interest Coverage Test ”: A test that is satisfied with respect to any designated Class or Classes of Secured Notes as of any date of determination on, or subsequent to, the Determination Date occurring immediately prior to the second Payment Date following the Closing Date, if (i) the Interest Coverage Ratio for such Class or Classes on such date is at least equal to the Required Interest
Overcollateralization Ratio Test
“ Overcollateralization Ratio Test ”: A test that is satisfied with respect to any designated Class or Classes of Secured Notes as of any date of determination on which such test is applicable if (i) the Overcollateralization Ratio for such Class or Classes on such date is at least equal to the Required Overcollateralization Ratio for such Class or Classes or (ii) such Class or Classes of Secured

Defined terms

Every term the covenants use, resolved to its Section 1.01 definition (gate COV-002).

Administrative Agent
“ Administrative Agent ” means JPMCB (or any of its designated branch offices or affiliates), in its capacity as administrative agent for the Lenders hereunder.
Asset Coverage Ratio
“ Asset Coverage Ratio ” means the ratio, determined on a consolidated basis for the Borrower and its Subsidiaries, without duplication, which the Value of total assets, less all liabilities and Indebtedness not represented by “Senior Securities”, bears to the aggregate amount of “Senior Securities” representing Indebtedness of the Borrower and its Subsidiaries (all as determined pursuant to the
Borrowing
“ Borrowing ” means (a) all ABR Loans of the same Class made, converted or continued on the same date, (b) all Term Benchmark Loans of the same Class denominated in the same Currency that have the same Interest Period, (c) all RFR Loans of the same Class denominated in the same Currency or (d) a Swingline Loan. 10 “ Borrowing Base ” has the meaning assigned to such term in Section 5.13.
Borrowing Base Certificate
“ Borrowing Base Certificate ” means a certificate of a Financial Officer of the Borrower, substantially in the form of Exhibit C and appropriately completed.
Business Day
“ Business Day ” means, any day (other than a Saturday or a Sunday) on which banks are open for business in New York City or Chicago; provided that, (a) in relation to Loans denominated in Pounds Sterling, any day (other than a Saturday or a Sunday) on which banks are open for business in London, (b) in relation to any Loan denominated in a Local Rate Currency, any day (other than a Saturday or a
Change in Control
“ Change in Control ” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) other than the Investment Advisor or any of its Affiliates that are in the business of managing and
Collateral Agent
“ Collateral Agent ” means JPMCB in its capacity as Collateral Agent under the Guarantee and Security Agreement, and includes any successor Collateral Agent thereunder.
Commitments
“ Commitments ” means, collectively, the Term Commitments and the Revolving Commitments.
Contingent Borrowing Base Deficiency
“ Contingent Borrowing Base Deficiency ” means, at any time that any Contingent Secured Indebtedness is outstanding, if the inclusion of all such Contingent Secured Indebtedness and the Portfolio Investments subject to the underlying repurchase transactions in the Covered Debt Amount and the Borrowing Base, respectively, would result in a Borrowing Base Deficiency. 16
Default
“ Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. “ Default Right ” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
ERISA Event
“ ERISA Event ” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of a failure to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived;
Equity Interests
“ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest. As used in this Agreement, “Equity Interests” shall not include
Governmental Authority
“ Governmental Authority ” means the government of the United States of America, or of any other nation, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. “
Guarantee and Security Agreement
“ Guarantee and Security Agreement ” means the Amended and Restated Guarantee and Security Agreement, dated December 22, 2016, between the Borrower, the Subsidiary Guarantors, the Administrative Agent, each holder (or a representative or trustee therefor) from time to time of any Designated Indebtedness, each holder of any Designated LC Obligations, and the Collateral Agent, as the same shall be
Immaterial Subsidiary
“ Immaterial Subsidiary ” means any Subsidiary that (i) is not an Obligor and (ii) does not own, legally or beneficially, or directly or indirectly, assets (including, without limitation, Portfolio Investments) which in aggregate have a value not in excess of the greater of (a) $50,000,000 and (b) 5% of the consolidated assets of the Borrower as of such date. “ Increasing Lender ” has the meaning
Investment Advisor
“ Investment Advisor ” means Apollo Investment Management, L.P. or any Affiliate of Apollo Investment Management, L.P. that is organized under the laws of a jurisdiction located in the United States of America and in the business of managing or advising clients that replaces the Investment Advisor (or any such permitted successor).
Investment Company Act
“ Investment Company Act ” means the Investment Company Act of 1940, as amended from time to time, and the rules and regulations promulgated thereunder.
Investment Policies
“ Investment Policies ” means the investment objectives, policies, restrictions and limitations of the Borrower as described in its Form 10-K filed for the fiscal year ending on December 31, 2024, as amended, as such investment objectives, policies, restrictions and limitations may be amended, amended and restated, supplemented or otherwise modified from time to time in a manner that does not
LC Disbursement
“ LC Disbursement ” means a payment made by any Issuing Bank pursuant to a Letter of Credit.
Letter of Credit
“ Letter of Credit ” means any letter of credit issued pursuant to this Agreement. “ Letter of Credit Collateral Account ” has the meaning assigned to such term in Section 2.05(k).
Loans
“ Loans ” means the loans of any Class made by the Lenders to the Borrower pursuant to this Agreement, including the Revolving Loans and the Term Loans.
Material Adverse Effect
“ Material Adverse Effect ” means a material adverse effect on (a) the business, Portfolio Investments and other assets, liabilities and financial condition of the Borrower and its Subsidiaries taken as a whole (excluding in any case a decline in the net asset value of the Borrower or its Subsidiaries or a change in general market conditions or values of the Borrower’s or any of its Subsidiaries’
Material Indebtedness
“ Material Indebtedness ” means (a) Indebtedness (other than the Loans, Letters of Credit and Swap Agreements), of any one or more of the Borrower and its Subsidiaries in an aggregate outstanding principal amount exceeding $50,000,000 and (b) obligations in respect of one or more Swap Agreements under which the maximum Swap Termination Value would exceed $50,000,000. 33
Obligors
“ Obligors ” means, collectively, the Borrower and the Subsidiary Guarantors.
Relevant Asset Coverage Ratio
“ Relevant Asset Coverage Ratio ” means, as of any date, the Asset Coverage Ratio as of the most recent Quarterly Date.
Required Lenders
“ Required Lenders ” means, at any time, Lenders having Credit Exposures and unused Commitments representing more than 50% of the sum of the total Credit Exposures and unused Commitments at such time. The Required Lenders of a Class (which shall include the terms “Required Term Lenders”, “Required Revolving Lenders”, “Required Dollar Lenders” and “Required Multicurrency Lenders”) means Lenders
Security Documents
“ Security Documents ” means, collectively, the Guarantee and Security Agreement, all Uniform Commercial Code financing statements filed with respect to the security interests in personal property created pursuant to the Guarantee and Security Agreement and all other assignments, pledge agreements, security agreements, control agreements and other instruments executed and delivered on or after
Shareholders’ Equity
“ Shareholders’ Equity ” means, at any date, the amount determined on a consolidated basis, without duplication, in accordance with GAAP, of shareholders’ equity for the Borrower and its Subsidiaries at such date.
Significant Subsidiary
“ Significant Subsidiary ” means, at any time of determination, any (a) Obligor or (b) any other Subsidiary that, on a consolidated basis with its Subsidiaries, has aggregate assets or aggregate revenues greater than 10% of the aggregate assets or aggregate revenues of the Borrower and its Subsidiaries, on a consolidated basis, at such time.

Gates: COV-001-citation: pass · COV-002-definitional-closure: pass · COV-004-distance: pass