The Company

Overview

• Structure: Externally managed, non-diversified closed-end investment company that elected to be treated as a business development company (BDC) under the 1940 Act on November 5, 2024. Non-exchange-traded, perpetual-life BDC; Common Shares are not listed and are intended to be sold monthly at NAV.
• Formation and governance: Formed as a Delaware statutory trust on May 1, 2023. Board of five trustees, including three Independent Trustees.
• Primary objective: Provide risk-adjusted returns and current income to shareholders by investing primarily in loans to U.S. borrowers.

Investment strategy and portfolio

• Core focus: Private credit investments structured as Portfolio Loans to U.S. borrowers.
  • Portfolio Loans may be senior secured (first lien, second lien, or unitranche) and include term loans, delayed draw term loans, and revolving loans.
  • Most Portfolio Loans are expected to be senior secured and largely unrated; when rated, they tend to be below investment grade.
  • A portion of investments may be covenant-lite; occasional allocations may include junior debt (mezzanine), preferred equity, and equity-related securities (such as warrants).
  • The Company may use derivatives (futures, swaps, options) to manage interest rate, currency, or credit risk.
• Sourcing and origination: Loans are sourced and underwritten primarily by Adviser Parties. The Adviser and its affiliates (Antares Lending Platform) originate and/or select loans; the Company may also acquire loans originated by other originators, including joint ventures.
• Geography: Primarily focused on U.S. borrowers, with potential investments in Canada, Europe, and other locations, subject to the BDC requirement that 70% of assets be in eligible portfolio companies.
• Public securities and liquidity: Smaller allocations to broadly syndicated loans and corporate bonds; opportunistic investments in public securities from larger issuers may occur when conditions are favorable and within BDC constraints.
• Co-investment and competition: The Company has exemptive co-investment relief with certain Adviser affiliates and funds; allocations across Antares Lending Platform accounts may be non-pro rata. Competitors include banks, other private lenders, CLOs, and other BDCs.
• Portfolio management: Managed by the Adviser’s Investment Team; lead portfolio manager is Mr. Lindblad. The Adviser’s platform provides underwriting and sponsor relationships.

Management, platform, and corporate services

• Adviser: Antares Capital Credit Advisers LLC (registered investment adviser) — responsible for day-to-day investment management, origination, underwriting, structuring, monitoring, and voting rights on portfolio securities.
• Administrator: Antares Capital Credit Advisers LLC provides or oversees administrative and compliance services; the Company reimburses costs and allocable overhead.
• Platform: Antares Lending Platform (including Antares Holdings, Antares Assetco, Antares Vesta Funding, Antares Venus, and Antares Capital) acts as originator and lender; the Adviser has ongoing access to platform resources and personnel.
• Employees:
  • The Company has no employees.
  • As of December 31, 2025, Antares Capital had about 230 investment professionals and approximately 465 total employees.
• Governance: Investment Committee comprises named members; Independent Trustees provide oversight.

Capitalization, offering, and economics

• Offering:
  • Continuous offering of up to $2.0 billion of Common Shares.
  • As of December 31, 2025, 29,065,193 Common Shares were sold and issued for approximately $728.0 million in aggregate consideration.
• Share classes and pricing:
  • Class I initial purchase price: $25.00 per share.
  • Class S and Class D had not been issued as of the filing date; future monthly closings are priced at NAV.
• Liquidity and repurchases:
  • Perpetual-life structure with monthly share issuance; the Company may offer quarterly repurchases.
  • Share repurchase program: Up to 5% of outstanding Common Shares may be repurchased in each quarterly period (by count or aggregate NAV), subject to board discretion.
• Fees and fee waivers:
  • Management fee: 1.25% per year of net assets (charged monthly based on beginning-of-month NAV).
  • Incentive fees:
    • Income-based: 12.5% of Pre-Incentive Fee Net Investment Income Returns, subject to a hurdle and catch-up (hurdle rate 1.5% per quarter / 6.0% annualized; catch-up up to a 1.71% quarterly return).
    • Capital gains: 12.5% of cumulative realized capital gains (net of realized losses and depreciation), with adjustments for previously paid incentives.
  • Class-specific servicing/distribution fees (annualized as a percentage of NAV): Class S 0.85%; Class D 0.25%; Class I: N/A (as of the filing date).
  • The Adviser agreed to waive the Management Fee and Incentive Fee for the first six months following the effective date of the Company’s Form N-2 filing (effective February 12, 2025).
• Capital structure and leverage:
  • Uses leverage via credit facilities and other senior securities, with asset coverage requirements.
  • Asset coverage threshold: 150% (adopted October 16, 2024; effective October 17, 2024) — for every $100 of net assets, up to $200 may be borrowed or used for senior securities.
  • Temporary borrowings up to 5% of total assets are allowed.
  • The Company may use a TRS, securitizations (including CLOs), and other financing techniques.

Taxes and regulatory

• The Company intends to qualify as a Regulated Investment Company (RIC) under Subchapter M of the Code and must satisfy income source and asset diversification tests and distribute at least 90% of its investment income to avoid corporate-level tax.

Current scale and key numbers

• Shares sold and issued: 29,065,193 Common Shares (as of December 31, 2025).
• Aggregate proceeds: Approximately $728.0 million.
• Offering capacity: Continuous offering up to $2.0 billion.
• Class I initial price: $25.00 per share.
• Asset coverage requirement: 150% (effective October 17, 2024); temporary borrowings up to 5% of total assets.
• Repurchase program: Up to 5% of outstanding Common Shares may be repurchased each quarter.
• Adviser personnel: About 230 investment professionals and ~465 total employees (Antares Capital, as of December 31, 2025).
• Fees: Management fee 1.25% annually; income incentive 12.5%; capital gains incentive 12.5%; Class S servicing fee 0.85% of NAV; Class D servicing fee 0.25% of NAV; six-month fee waiver post-Effective Date.

Quick take

The Company is a perpetual-life, non-exchange-traded BDC that raises capital through a continuous offering and invests primarily in senior secured Portfolio Loans to U.S. middle-market companies, with limited exposure to non-U.S. investments consistent with BDC rules. It relies on the Adviser and the Antares Lending Platform to source, underwrite, structure, and monitor investments, and it uses credit facilities and other financing structures for leverage. The Company targets risk-adjusted returns and current income, distributes at least 90% of its investment income to maintain RIC status, and maintains a board-approved repurchase program allowing quarterly repurchases of up to 5% of outstanding shares.