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Financial report summary
?Risks
- We cannot guarantee that we will be able to replicate the historical results achieved by other TPG Angelo Gordon products.
- Our Board of Trustees may change our operating policies and strategies without prior notice or shareholder approval, the effects of which may be adverse to our results of operations and financial condition.
- Our Board of Trustees may amend our Declaration of Trust without prior shareholder approval.
- Our ability to achieve our investment objective depends on the ability of the Adviser to manage and support our investment process. If the Adviser or TPG Angelo Gordon were to lose any members of their respective senior management teams, our ability to achieve our investment objective could be significantly harmed.
- Because our business model depends to a significant extent upon relationships with private equity sponsors, investment banks and commercial banks, the inability of the Adviser to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.
- We may face increasing competition for investment opportunities, which could delay deployment of our capital, reduce returns and result in losses.
- As required by the 1940 Act, a significant portion of our investment portfolio is and will be recorded at fair value as determined in good faith and, as a result, there is and will be uncertainty as to the value of our portfolio investments.
- The amount of any distributions we may make is uncertain and there is a risk that investors in our shares may not receive distributions or that our distributions may decrease over time. Our distributions may exceed our earnings, particularly during the period before we have substantially invested the net proceeds from our public offering. Therefore, portions of the distributions that we make may represent a return of capital to shareholders that will lower their tax basis in their shares and reduce the amount of funds we have for investment in targeted assets.
- Our distributions to shareholders may be funded from expense reimbursements or waivers of investment advisory fees that are subject to repayment pursuant to our Expense Support and Conditional Reimbursement Agreement.
- We have not established any limit on the amount of funds we may use from available sources, such as borrowings, if any, or proceeds from our continuous offering, to fund distributions (which may reduce the amount of capital we ultimately invest in assets).
- Although we have implemented a share repurchase program, we have discretion to not repurchase shares, and our Board of Trustees has the ability to amend or to suspend the program.
- The timing of our repurchase offers pursuant to our share repurchase program may be at a time that is disadvantageous to our shareholders.
- As a public company, we are subject to regulations not applicable to private companies, such as provisions of the Sarbanes-Oxley Act. Efforts to comply with such regulations will involve significant expenditures, and non-compliance with such regulations may adversely affect us.
- We may experience fluctuations in our quarterly results.
- General economic conditions could adversely affect the performance of our investments and implementation of our investment strategy.
- We are exposed to risks associated with changes in interest rates, including the current rising interest rate environment.
- Inflation has adversely affected and may continue to adversely affect the business, results of operations and financial condition of our portfolio companies.
- It may be difficult to bring suit or foreclosure in non-U.S. countries.
- The nature of bankruptcy proceedings may impact the value of the Fund’s investments.
- The insolvency of a portfolio company and related proceedings may have a materially adverse effect on the performance of the Fund.
- The Fund may invest in portfolio companies whose capital structures may have significant leverage, which may impair these companies’ ability to finance their future operations and capital needs.
- We are an “emerging growth company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our shares less attractive to investors.
- Failure of the U.S. federal government to manage its fiscal matters or to raise or further suspend the debt ceiling, and changes in the amount of federal debt, may negatively impact the economic environment and adversely impact our results of operations.
- Any unrealized losses we experience on our portfolio may be an indication of future realized losses, which could reduce our income available for distribution.
- Terrorist attacks, acts of war, global health emergencies or natural disasters may adversely affect our operations.
- The ongoing armed conflicts as a result of the Russian invasion of Ukraine and the war between Israel and Hamas may have a material adverse impact on us and our portfolio companies.
- Force Majeure events may adversely affect our operations.
- Governmental intervention in the financial markets may increase volatility.
- The current period of capital markets disruption and economic uncertainty may make it difficult to obtain indebtedness and any failure to do so could have a material adverse effect on our business, financial condition or results of operations.
- We may face a breach of our cyber security, which could result in adverse consequences to our operations and exposure of confidential information.
- We may not be able to obtain all required state licenses or in any other jurisdiction where they may be required in the future.
- We are subject to risks related to corporate social responsibility.
- Compliance with the SEC’s Regulation Best Interest may negatively impact our ability to raise capital in our continuous offering, which would harm our ability to achieve our investment objectives.
- We may have difficulty paying distributions and the tax character of any distributions is uncertain.
- Shareholders may experience dilution.
- Investing in our shares involves a high degree of risk.
- The NAV of our shares may fluctuate significantly.
- Provisions of our Declaration of Trust and bylaws could deter takeover attempts.
- Our investments in prospective portfolio companies may be risky, and we could lose all or part of our investment.
- Risk Associated with Unspecified Transactions; No Assurance of Investment Return.
- Price declines in the medium-sized U.S. corporate debt market may adversely affect the fair value of our portfolio, reducing our NAV through increased net unrealized depreciation.
- Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.
- There could be circumstances in which the Fund may not be able to control the modification, waiver or amendment of the terms and conditions of a loan agreement if a sufficient number of the other lenders act contrary to the Fund’s preferences.
- There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.
- We generally will not control our portfolio companies and, due to the illiquid nature of our holdings in our portfolio companies, we may not be able to dispose of our interests in our portfolio companies.
- We will be exposed to risks associated with changes in interest rates.
- Any inaccuracy, incompleteness or breach of covenants by a portfolio company may adversely affect the valuation of the collateral underlying the loans or the ability of the lenders to perfect or effectuate a lien on the collateral securing the loan or the Fund’s ability to otherwise realize on or avoid losses in respect of the investment.
- Second priority liens on collateral securing debt investments that we make to our portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us.
- The portfolio investments in which the Fund invests and TPG Angelo Gordon’s portfolio companies will be subject to various laws for the protection of creditors in the jurisdictions of the portfolio companies concerned.
- Limited amortization requirements may extend the expected weighted average life of the investment.
- Economic recessions or downturns could impair our portfolio companies and adversely affect our operating results.
- Our ability to successfully implement the Fund’s strategy is dependent in part on the extent of market dislocation impacting the global credit markets.
- A covenant breach or other default by our portfolio companies may adversely affect our operating results.
- Our portfolio companies may be highly leveraged.
- Risks related to potential failure to make follow-on investments in our portfolio companies.
- We may not realize gains from our equity investments.
- An investment strategy focused primarily on privately-held companies presents certain challenges, including, but not limited to, the lack of available information about these companies.
- Our investments in securities or assets of publicly-traded companies are subject to the risks inherent in investing in public securities.
- A lack of liquidity in our investments may adversely affect our business.
- Our investments may include original issue discount and payment-in-kind instruments.
- The prices of the debt instruments and other securities in which we invest may decline substantially.
- We may from time to time enter into credit default swaps or other derivative transactions which expose us to certain risks, including credit risk, market risk, liquidity risk and other risks similar to those associated with the use of leverage.
- We may acquire various financial instruments for purposes of “hedging” or reducing our risks, which may be costly and ineffective and could reduce our cash available for distribution to our shareholders.
- Our investments in the healthcare and pharmaceutical services industry sector are subject to extensive federal, state and local healthcare laws and regulations and certain other risks particular to that industry.
- Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity.
- Technological innovations and industry disruptions could adversely impact our business.
- We may not be successful in the syndication of co-investments.
- We invest in middle market companies, including lower middle market companies, which involves a number of significant risks, any one of which could have a material adverse effect on our operating results.
- The Adviser and its affiliates, including our officers and some of our Trustees, face conflicts of interest caused by compensation arrangements with us and our affiliates, which could result in actions that are not in the best interests of our shareholders.
- We may be obligated to pay the Adviser incentive compensation even if we incur a net loss due to a decline in the value of our portfolio.
- There may be conflicts of interest related to TPG Angelo Gordon and the Adviser’s allocation of investment opportunities.
- There may be conflicts of interest related to obligations that the Adviser’s senior management and Investment Team have to other clients.
- The time and resources that individuals employed by the Adviser devote to us may be diverted and we may face additional competition due to the fact that individuals employed by the Adviser are not prohibited from raising money for or managing other entities that make the same types of investments that we target.
- Our shares may be purchased by the Adviser or its affiliates.
- The Adviser relies on key personnel, the loss of any of whom could impair its ability to successfully manage us.
- Risks related to limited liability and indemnification of the Adviser and its affiliates under the Investment Management Agreement.
- The requirement that we invest a sufficient portion of our assets in Qualifying Assets could preclude us from investing in accordance with our current business strategy; conversely, the failure to invest a sufficient portion of our assets in Qualifying Assets could result in our failure to maintain our status as a BDC.
- Failure to maintain our status as a BDC would reduce our operating flexibility.
- Regulations governing our operation as a BDC and RIC will affect our ability to raise, and the way in which we raise, additional capital or borrow for investment purposes, which may have a negative effect on our growth.
- Our ability to enter into transactions with our affiliates is restricted.
- We are uncertain of our sources for funding our future capital needs; if we cannot obtain debt or equity financing on acceptable terms, our ability to acquire investments and to expand our operations will be adversely affected.
- We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer.
- As a BDC, we are subject to limitations on the ability to use derivatives and other transactions creating future payment or delivery obligations.
- When we borrow money, the potential for loss on amounts invested in us will be magnified and may increase the risk of investing in us. Borrowed money may also adversely affect the return on our assets, reduce cash available for distribution to our shareholders and result in losses.
- We may default under our credit facilities.
- Provisions in a credit facility may limit our investment discretion.
- Changes in interest rates may affect our cost of capital and net investment income.
- We may enter into repurchase agreements.
- We will be subject to corporate-level income tax if we are unable to qualify as a RIC under Subchapter M of the Code or to satisfy RIC distribution requirements.
- We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.
- Some of our investments may be subject to corporate-level income tax.
- Our portfolio investments may present special tax issues.
- Legislative or regulatory tax changes could adversely affect investors.
Management Discussion
- The Company may fund its cash distributions to shareholders from any source of funds available to the Company, including but not limited to offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and fee and expense reimbursement waivers from the Adviser, which is subject to recoupment, or the Administrator, if any.
- All of the dividends declared for the year ended December 31, 2023 and December 31, 2022 were derived from ordinary income, as determined on a tax basis. Taxable income is an estimate and is not fully determined until the Company's tax return is filed. Differences between taxable income and net investment income and realized gains on a U.S. GAAP basis are reconciled in Note 11 to the financial statements.
- In accordance with the 1940 Act, we can borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 150% after such borrowings, subject to certain limitations.