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Operator: Ladies and gentlemen, thank you for standing by, and welcome to the Runway Growth Finance Third Quarter 2024 Earnings Conference Call. Please be advised that today’s conference is being recorded. I would now like to hand the conference over to Quinlan Abel, Assistant Vice President, Investor Relations. Please go ahead.

Quinlan Abel: Thank you, Operator. Good evening, everyone, and welcome to the Runway Growth Finance conference call for the third quarter ended September 30, 2024. Joining us on the call today from Runway Growth Finance are David Spreng, Chairman, President, and Chief Executive Officer; Greg Greifeld, Managing Director, Deputy Chief Investment Officer and Head of Credit of Runway Growth Capital; and Tom Raterman, Chief Financial Officer and Chief Operating Officer. Runway Growth Finance’s third quarter 2024 financial results were released just after today’s market close and can be accessed from Runway Growth Finance’s Investor Relations website at investors.runwaygrowth.com. We have arranged for a replay of the call to be available on the Runway Growth Finance web page.

During this call, I want to remind you that we may make forward-looking statements based on current expectations. The statements on this call that are not purely historical are forward-looking statements. These forward-looking statements are not a guarantee of future performance and are subject to uncertainties and other factors that could cause actual results to differ materially from those expressed in the forward-looking statements, including and without limitation, market conditions caused by uncertainties surrounding interest rates, changing economic conditions, and other factors we identified in our filings with the SEC. Although, we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions can prove to be inaccurate.

And as a result, the forward-looking statements based on those assumptions can be incorrect. You should not place undue reliance on these forward-looking statements. The forward-looking statements contained on this call are made as of the date hereof, and Runway Growth Finance assumes no obligation to update the forward-looking statements or subsequent events. To obtain copies of SEC-related filings, please visit our website. With that, I will turn the call over to David.

David Spreng: Thank you, Quinlan, and thanks, everyone, for joining us this evening. Tonight, we want to detail our third quarter financial results and share more about the recently announced combination between Runway Growth Capital, the investment adviser to Runway Growth Finance and BC Partners. We believe this transaction is set to position Runway Growth Finance to deliver consistent, steady returns to stockholders. Additionally, on tonight’s call, we plan to offer an overview of the investment environment and discuss our outlook heading into 2025. We are pleased with our steady execution in Q3, which demonstrates the underlying strength of our BDC. We executed on attractive investments with new and existing portfolio companies.

We completed two investments with new companies, four investments with existing companies, and one investment with the joint venture, representing $75.3 million in funded loans. Additionally, Runway delivered total investment income of $36.7 million and net investment income of $15.9 million or $0.41 per share, which covered our base dividend for the quarter. Subsequent to quarter end, Runway Growth Capital, our investment adviser, entered into a definitive agreement to be acquired by BC Partners Credit as a long-term strategic investment. BC Partners Credit is the $8 billion credit arm of BC Partners, an alternative investment firm with over $40 billion in assets under management. Following the transaction, Runway Growth Capital will continue to operate independently and remain the investment adviser to Runway Growth Finance.

The current leadership and investment teams will remain in place. We believe our investors and borrowers alike will benefit from Runway Growth Capital’s joining BC Partners’ industry-leading platform due to our combined scale, resources, expertise and network. Further, we anticipate this will enable us to accelerate originations in our ideal transaction size. We believe that the combination will enhance our capabilities by introducing structured equity preferred investment, asset-based lending, and the ability to operate in new strategies such as equipment leasing. It is also set to strengthen our sponsor relationships through fund finance and other fund-level offerings. We expect both the wider funnel and additional solutions to help our team further diversify our portfolio across both financing products and size of investments.

For our shareholders, this translates to more access and exposure to a broader range of investment opportunities designed to enhance value and the potential for attractive risk-adjusted returns. To reiterate, this transaction positions the current leadership of Runway Growth Capital and Runway Growth Finance to execute its long-term vision. We believe it will enable us to strengthen our existing strategy of lending to high-quality late and growth stage companies. For the last several quarters, we’ve made it clear that we are focused on reaccelerating our portfolio expansion with selectivity and prudence, and this focus manifested in several ways throughout the year. Namely, we have established an operational infrastructure that positions Runway for the opportunities that we believe to be ahead.

Through both our joint venture, and our proposed transaction with BC Partners, we have meaningfully expanded origination channels, investment solutions, and potential growth strategies for both the adviser and the BDC. This has all been done while consistently driving originations and executing attractive investments that augment our portfolio. As we have said before, these efforts will not necessarily result in linear portfolio expansion quarter-to-quarter, but we are confident that we are positioning our portfolio and stockholders for long-term returns. With that, I’ll turn it over to Greg.

Greg Greifeld: Thanks, David. I will offer a market overview, discuss the performance of our portfolio and then hone in on the venture ecosystem. While still in the early innings of its taper, we believe the Federal Reserve’s recent rate cuts are an encouraging sign to borrowers across the BDC’s landscape who are often subject to floating rate loans. This does not change our approach to investments, and we believe potential rate cuts over the quarters to come will only benefit our pipeline and ability to execute on loans to high-quality companies with sound fundamentals. As we enter this dynamic rate environment, we will continue to maintain our disciplined underwriting standards. That said, as borrowers experience improved conditions, we will follow through on our strategy to be opportunistic with deployment as we focus on diversifying our portfolio.

As some of our large share deals refinance, we will replace them with smaller loans. We are confident in our ability to execute on that objective. And in the third quarter, we were pleased to fund seven investments in high-growth potential software and business processing technology companies, which included investments to two new companies. Our new investments during the quarter included the completion of a $23 million senior secured term loan to Snap! Mobile, and we partnered with Vista Credit on a senior secured term loan to Zinnia. Our portion of the financing was $45.3 million. Snap! provides a software platform designed to help schools and organizations fundraise, manage their rosters and sell merchandise, while Zinnia provides business processing and technology solutions to the life insurance and annuity industry.

These companies exemplify the high-performing technology industries within our late-stage senior weighted loan portfolio. Our joint venture purchased a portion of our Airship loan, resulting in a $5 million equity investment in the JV subsidiary. We believe we are making steady progress on expanding and diversifying our portfolio, and we expect to meaningfully add new investments to the portfolio over the coming months and quarters as our loans mature. Lastly, I want to touch on credit quality. Our weighted average portfolio risk rating remained stable at 2.48 in the third quarter compared to 2.47 in the second quarter of 2024. We continue to proactively monitor our portfolio for potential issues that may arise regardless of market conditions, and we uphold our commitment to supporting borrowers throughout the entire lifetime of a loan.

Further, we believe that our focus on originating investments at the top of the capital stack, while avoiding situations with significant downstream financing risk and junior capital at play, reduces our risk of exposure to the volatility often associated with investing in earlier-stage companies. Now, I’d like to take a moment to focus on U.S. venture equity deal activity during the third quarter, which continued to experience high deal counts contrasted with low deal value to ongoing liquidity constraints. According to recent PitchBook data, late-stage deal value is 53% lower than it was at the peak levels in 2021. As noted previously, companies at the later stages of venture have been the most apt to lengthen Runway and the most cautious to stay out of the markets to stem further dilution.

Despite the Fed’s recent rate cuts, many late and growth stage companies continue to face fundraising pressure and liquidity constraints in the third quarter as the economy grappled with some uncertainty associated with the U.S. election cycle. We anticipate the market for borrowers would gradually improve over the coming quarters and will benefit our strong pipeline. Further, our ability to capitalize on attractive new opportunities in the dynamic environment that shaped 2024 is a testament to our deep sector relationships, along with our targeted outreach and marketing efforts. We expect that continued rate cuts, combined with Runway Growth Capital’s pending transaction with BC Partners, will serve as tailwinds for the company as we focus on amplifying our reach and the breadth of our investments moving forward.

With that, I will now turn it over to Tom to dive deeper into our financials.

Tom Raterman: Thank you, Greg, and good evening, everyone. During the third quarter of 2024, Runway continued to expand deal flow, completing two investments in new companies and five investments in existing companies, representing $75.3 million in funded loans. As Greg mentioned, our weighted average portfolio risk rating remained stable at 2.48 in the third quarter, compared to 2.47 in the second quarter of 2024. Our rating system is based on a scale of 1 to 5, where 1 represents the most favorable credit rating. As with previous quarters, we calculated the loan-to-value for loans that were in our portfolio at the end of the second quarter and at the end of the third quarter. In comparing this consistent grouping of loans based on investments held in the prior quarter, we found that our dollar weighted loan-to-value ratio increased from 26.7% to 28.6% sequentially.

Our total investment portfolio had a fair value of approximately $1.07 billion, an increase from $1.06 billion in the second quarter of 2024, and an increase of 5.5% from $1.01 billion for the comparable prior year period. Our loan portfolio continues to be comprised almost exclusively of first lien senior secured loans. As of September 30, 2024, Runway had net assets of $507.4 million, increasing from $506.4 million at the end of the second quarter of 2024. NAV per share was $13.39 at the end of the third quarter compared to $13.14 at the end of the second quarter of 2024. Our loan portfolio is comprised of 100% floating rate assets. All loans are currently earning interest at or above agreed-upon interest rate floors, which generally reflect the base rate plus the credit spread set at the time of closing or signing of the term sheet.

In the third quarter, we received $75 million in principal repayments, an increase from $25.3 million in the second quarter of 2024. We generated total investment income of $36.7 million and net investment income of $15.9 million in the third quarter of 2024 compared to $34.2 million and $14.6 million in the second quarter of 2024. Our debt portfolio generated a dollar weighted average annualized yield of 15.9% for the third quarter of 2024, as compared to 15.1% for the second quarter of 2024, and 18.3% for the comparable period last year. Moving to our expenses, total operating expenses were $20.8 million for the third quarter, up 6% from $19.6 million for the second quarter of 2024. We recorded a net unrealized gain on investments of $9.2 million in the third quarter, compared to a net unrealized loss of $6.3 million in the second quarter of 2024.

The net change in unrealized gain on investments was primarily due to an increase in the fair value of our investments in Gynesonics and Snagajob. As of September 30, 2024, we had two loans on non-accrual status, Mingle Healthcare and Snagajob. Our loan to Mingle Healthcare has a cost basis of $5 million and a fair market value of $2.6 million or 53% of cost, while our loan to Snagajob has a cost basis of $42.7 million and fair market value of $37.3 million or 87% of cost. At the end of the third quarter of 2024, our leverage ratio and asset coverage were 1.08x and 1.92x, respectively, compared to 1.1x and 1.91x at the end of the second quarter of 2024. As of September 30, 2024, our total available liquidity was $251.6 million, including unrestricted cash and cash equivalents, and we had borrowing capacity of $248 million.

This reflects an increase from $249.8 million and $241 million, respectively, on June 30, 2024. At quarter end, we had unfunded financing commitments to portfolio companies of $260.4 million, the majority of which were subject to specific performance milestones. During the third quarter, we experienced one prepayment totaling $75 million and scheduled amortization of $0.6 million. The prepayment included full principal repayment of our senior secured term loan to CloudPay. In October, we continued to monitor and manage our portfolio to yield long-term benefits for our stockholders. Subsequent to quarter end, on October 16, 2024, the company sold its outstanding warrants in Dtex Systems for proceeds of $1.9 million. And on October 9, 2024, Betterment Holdings prepaid its outstanding principal balance of $8 million on the company’s senior secured loan.

Additionally, at the end of October, we received a partial prepayment of $2.1 million from FiscalNote Holdings and Predactiv, formerly known as ShareThis, repaid its outstanding principal balance of $18.5 million on its senior secured loans. As discussed last quarter, prepayments enabled the Runway to deploy capital across our pipeline to drive portfolio replenishment and expansion. We believe our level of prepayments in the latter half of 2024 demonstrates the health and strong performance of our borrowers. As mentioned on our previous earnings call, on July 30, 2024, our Board of Directors approved a new stock repurchase program of $15 million, which will expire on July 30, 2025, or earlier if we repurchased the total amount of stock authorized for repurchase under the program.

During the quarter, Runway repurchased 644,763 shares of the company’s stock. As David touched on earlier, subsequent to quarter end, Runway Growth Capital entered into a definitive agreement to be acquired by BC Partners Credit. We have filed a preliminary proxy statement seeking our stockholders’ approval of the new investment advisory agreement that the BDC will enter into in connection with the transaction. More information is available on the proxy materials we have and will file with the SEC. Finally, on November 5, 2024, our Board of Directors declared a regular distribution for the fourth quarter of $0.40 per share. Additionally, the Board has passed our supplemental dividend program. Management and the Board believe it is prudent to focus our near-term capital allocation strategy on preserving and building NAV as we seek to accelerate growth and create value for our shareholders.

With that, operator, please open the line for questions.

Operator: Thank you. [Operator Instructions]. Our first question comes from the line of Finian O’Shea with WFS. Your line is now open.

Finian O’Shea: Hey everyone, good afternoon. A couple of questions on the adviser merger to start. Is BC Partners buying just the Oaktree stake or the whole thing? And then, also, can you — it looks like it’s being bought from a fund again. So maybe is it less strategic than another sort of fund investment and if you could kind of opine on what that means for the future of the company? Thank you.

David Spreng: Sure, Fin. Thanks for the question. They are buying the whole thing, Oaktree’s stake in the adviser as well as all of the other shareholders. There aren’t many. Most of the remainder of the adviser is owned by myself and Tom and Greg. And so they will be buying 100% of the adviser. And it is being acquired by a fund, but I believe that the intention is for it to be a long-term holding and a strategic part of their best there — of their growth plan, and we’re very much looking forward to working with Ted Goldthorpe and his team. It’s really important to us, and it’s a part of our plan. It expands our origination capability. It extends our leadership team. It fortifies our position in the market and allows us to participate in other types of financing that we don’t currently do and lets us tap into their originations, which has already been quite active in showing us deals.

We’ll be announcing some very soon. But most importantly, it positions us to be able to deliver for shareholders in terms of increased share value and increased return on their investment.

Operator: Okay. Thank you. Our next question comes from the line of Melissa Wedel with JPMorgan. Your line is now open.

Melissa Wedel: Good afternoon. Thanks for taking my questions. I wanted to follow-up on the question about the acquisition by BC Partners. I think one of the things that you indicated in the press release and then in the earlier announcement was that it expands the offerings and the types of solutions. I’m curious, there’s — I think there’s a lot to understand about just sort of the earnings profile going forward of the portfolio as you diversify into other solutions and other products, how will that — how do you expect that to impact sort of the asset yield on the portfolio?

Greg Greifeld: Yes. Thanks, Melissa. And I do think it’s key for us to say that this wall is expanding the product suite that we are able to offer potential borrowers, does not change our return target in terms of the asset level on both the levered and unlevered basis, and we expect it to provide a similar stream of income to what we’ve seen historically.

Melissa Wedel: Okay. As we look at sort of the environment going forward, I think, we’ve heard a range of outlooks in terms of what the M&A environment could be. As you start to look forward to additional rate cuts or just a new administration coming in that may be pro-growth, are you thinking that this is an environment where you could see additional churn in terms of exits from your portfolio as companies get acquired? Or is there still quite an overhang on valuation in the space where you operate?

David Spreng: Thanks, Melissa. So we are really optimistic about the current environment. I think getting the election behind us and having some certainty there is important. The view that interest rates are most likely on a downward trajectory has brought a lot of positivity and optimism to the market. And when we combine that with the deal flow that we’re seeing from BC, we feel really good about what’s happening, and we’re hearing that from the entrepreneurs in the market. Now on the other hand, you contrast that with some of the difficulties that are taking place in the venture equity market where there is money being invested, but quite often, it’s at a down round. I think we’re at an all-time high for down rounds in terms of percentage of all rounds. And one way to avoid a down round is to use debt. So more and more people are coming to us. Greg, do you want to add some more color?

Greg Greifeld: Yes. The one thing I would add in terms of M&A is since we play in the latest stage of venture and growth companies, for the most part, not only our borrowers’ potential targets from much bigger companies, but they’re also acquirers. And as we see potential financing becoming cheaper in terms of rates potentially coming down, seeing greater certainty in terms of antitrust and other things like that, we do believe that there’s not only going to be a significant use case for us to potentially upsize our loans to existing portfolio companies as they look to do M&A, but also have opportunities to finance new companies who are out there looking to go back and find additional M&A opportunities.

Melissa Wedel: Okay. Understood. One final question, if I could. In the press release today, I think you identified maybe about $30 million of repayments and I guess, post-quarter end. Can you help contextualize that for us? Fourth quarter can be a seasonally busy one. Are you surprised, not surprised to see $30 million rotate out in the first month of fourth quarter? Thank you.

Tom Raterman: Earlier — thanks, Melissa. Earlier in the year, we talked about a level of — our expectations for the level of prepayments during the third and fourth quarter. And as always, what happens is you tend to get a lot of prepayments at the beginning of the quarter and you replace the assets at the end of the quarter. So these were transactions that made good strategic sense. One was refinancing of us out and the other was a sale of one of the company’s business units. So we’re not — we weren’t surprised. We expected them, and there are other M&A transactions that are announced that could yet close this quarter and add to that prepayment. So no surprise and we’re working to redeploy those assets.

Operator: Okay. Thank you. Your next question comes from the line of Mickey Schleien with Ladenburg Thalmann. Your line is now open.

Mickey Schleien: Yes. Good afternoon, everyone. Most of my questions have been asked, but I just wanted to quickly get your insight on Snagajob, which is now valued much closer to par. Can we expect that investment to go back on accrual soon or some other expected outcome in the near future?

Tom Raterman: Thanks, Mickey. Our strategy with Snagajob is to really preserve and restore NAV. And so there is a plan in place that will lead to protecting the NAV. I don’t expect that in the short-term, it will be back on an accrual basis. We would expect over the long-term that it does return to accrual status. But in the short-term, it will stay on non-accrual, but there is a plan in place that really protects the value of the asset for us.

Mickey Schleien: I understand. Those are all my questions this afternoon. Thank you for your time.

Operator: Thank you. Your next question comes from the line of Finian O’Shea with WFS. Your line is now open.

Finian O’Shea: Hey everyone, just a follow-up on just a housekeeping question on the merger. Should we expect any like deal-related expenses when it closed and what that might look like?

Tom Raterman: Yes. Thanks. Thanks, Fin. So under the ’40 Act, all of the transaction expenses cost of the proxy, cost of legal around that, anything related to the transaction from a deal cost perspective is borne by the adviser.

Finian O’Shea: That’s very helpful. Thank you so much.

Operator: Thank you. I’m showing no further questions at this time. And I would now like to turn it back to David Spreng for closing remarks.

David Spreng: Thank you, Operator. We are pleased with the momentum achieved during the third quarter and believe Runway is advantageously positioned to meaningfully accelerate originations. With the partnership of BC Partners, we look forward to executing on attractive investments that diversify our portfolio and drive long-term returns for our stockholders. Thank you all for joining us today. We look forward to updating you on our fourth quarter and full year 2024 financial results in March.

Operator: This does conclude the program, and you may now disconnect.