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Consolidation | 3 Months Ended
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Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Consolidation | Consolidation The condensed consolidated financial statements include the accounts of the Company, its subsidiaries and investment products that are consolidated. A voting interest entity ("VOE") is consolidated when the Company is considered to have a controlling financial interest, which is typically present when the Company owns a majority of the voting interest in an entity or otherwise has the power to govern the financial and operating policies of the entity. The Company evaluates any variable interest entity ("VIE") in which the Company has a variable interest for consolidation. A VIE is an entity in which either (i) the equity investment at risk is not sufficient to permit the entity to finance its own activities without additional financial support, or (ii) where as a group, the holders of the equity investment at risk do not possess any one of the following: (a) the power through voting or similar rights to direct the activities that most significantly impact the entity's economic performance, (b) the obligation to absorb expected losses or the right to receive expected residual returns of the entity, or (c) proportionate voting and economic interests and where substantially all of the entity's activities either involve or are conducted on behalf of an investor with disproportionately fewer voting rights. If an entity has any of these characteristics, it is considered a VIE and is required to be consolidated by its primary beneficiary. The primary beneficiary is the entity that has both the power to direct the activities that most significantly impact the VIE's economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. In the normal course of its business, the Company sponsors various investment products, some of which are consolidated by the Company. CIP includes both VOEs, made up primarily of U.S. retail funds and ETFs in which the Company holds a controlling financial interest, and VIEs, which consist of collateralized loan obligations ("CLO") and certain global and private funds ("GF") of which the Company is considered the primary beneficiary. The consolidation and deconsolidation of these investment products have no impact on the Company's net income (loss). The Company's risk with respect to these investment products is limited to its beneficial interests in these products. The Company has no right to the benefits from, and does not bear the risks associated with, these investment products beyond the Company's investments in, and fees generated from, these products. The following table presents the balances of CIP that, after intercompany eliminations, were reflected on the Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023:
| As of
| March 31, 2024 |  | December 31, 2023
| VOEs |  | VIEs |  | VOEs |  | VIEs
(in thousands) |  |  | CLOs |  | GFs |  |  |  | CLOs |  | GFs
Cash and cash equivalents | $ | 1,271 |  |  | $ | 119,914 |  |  | $ | 2,612 |  |  | $ | 1,223 |  |  | $ | 98,101 |  |  | $ | 2,088 |
Investments | 40,591 |  |  | 1,962,697 |  |  | 77,937 |  |  | 30,985 |  |  | 1,972,342 |  |  | 79,386 |
Other assets | 616 |  |  | 30,064 |  |  | 1,168 |  |  | 174 |  |  | 41,985 |  |  | 1,076 |
Notes payable | — |  |  | (1,922,051) |  |  | — |  |  | — |  |  | (1,922,243) |  |  | — |
Securities purchased payable and other liabilities | (1,019) |  |  | (88,270) |  |  | (1,999) |  |  | (740) |  |  | (89,167) |  |  | (616) |
Noncontrolling interests | (12,311) |  |  | (4,351) |  |  | (22,878) |  |  | (7,316) |  |  | (4,363) |  |  | (23,327) |
Net interests in CIP | $ | 29,148 |  |  | $ | 98,003 |  |  | $ | 56,840 |  |  | $ | 24,326 |  |  | $ | 96,655 |  |  | $ | 58,607 |
Consolidated CLOs The majority of the Company's CIP that are VIEs are CLOs. The financial information of certain CLOs is included on the Company's condensed consolidated financial statements on a one-month lag based upon the availability of their financial information. A majority-owned consolidated private fund, whose primary purpose is to invest in CLOs for which the Company serves as the collateral manager, is also included. At March 31, 2024, the Company consolidated seven CLOs. Investments of CLOs The CLOs held investments of $2.0 billion at March 31, 2024, consisting of bank loan investments that comprise the majority of the CLOs' portfolio asset collateral and are senior secured corporate loans across a variety of industries. These bank loan investments mature at various dates between 2024 and 2032 and generally pay interest at SOFR plus a spread. Notes Payable of CLOs The CLOs held notes payable with a total value, at par, of $2.1 billion at March 31, 2024, consisting of senior secured floating rate notes payable with a par value of $1.9 billion and subordinated notes with a par value of $215.1 million. These note obligations bear interest at variable rates based on SOFR plus a pre-defined spread. The Company's beneficial interests and maximum exposure to loss related to these consolidated CLOs is limited to (i) ownership in the subordinated notes and (ii) accrued management fees. The secured notes of the consolidated CLOs have contractual recourse only to the related assets of the CLO and are classified as financial liabilities. Although these beneficial interests are eliminated upon consolidation, the application of the measurement alternative prescribed by ASU 2014-13, Consolidation (Topic 810) ("ASU 2014-13"), results in the net assets of the consolidated CLOs shown above to be equivalent to the beneficial interests retained by the Company at March 31, 2024, as shown in the table below:
| (in thousands)
Subordinated notes | $ | 96,416 |
Accrued investment management fees | 1,587 |
Total Beneficial Interests | $ | 98,003 |
The following table represents income and expenses of the consolidated CLOs included on the Company’s Condensed Consolidated Statements of Operations for the period indicated:
| Three Months Ended March 31, 2024
| (in thousands)
Income: |
Realized and unrealized gain (loss), net | $ | 1 |
Interest income | 49,280 |
Total Income | 49,281 |
Expenses: |
Other operating expenses | 499 |
Interest expense | 40,011 |
Total Expense | 40,510 |
Noncontrolling interests | (391) |
Net Income (Loss) Attributable to CLOs | $ | 8,380 |
The following table represents the Company’s own economic interests in the consolidated CLOs, which are eliminated upon consolidation:
| Three Months Ended March 31, 2024 |  |
| (in thousands) |  |
Distributions received and unrealized gains (losses) on the subordinated notes held by the Company | $ | 6,083 |  |  |
Investment management fees | 2,297 |  |  |
Total Economic Interests | $ | 8,380 |  |  |
Fair Value Measurements of CIP The assets and liabilities of CIP measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 by fair value hierarchy level were as follows: As of March 31, 2024
(in thousands) | Level 1 |  | Level 2 |  | Level 3 |  | Total
Assets |  |  |  |  |  |  |
Cash equivalents | $ | 119,914 |  |  | $ | — |  |  | $ | — |  |  | $ | 119,914 |
Debt investments | — |  |  | 2,003,579 |  |  | 47,551 |  |  | 2,051,130 |
Equity investments | 29,469 |  |  | 384 |  |  | 242 |  |  | 30,095 |
Total assets measured at fair value | $ | 149,383 |  |  | $ | 2,003,963 |  |  | $ | 47,793 |  |  | $ | 2,201,139 |
Liabilities |  |  |  |  |  |  |
Notes payable | $ | — |  |  | $ | 1,922,051 |  |  | $ | — |  |  | $ | 1,922,051 |
Short sales | 485 |  |  | — |  |  | — |  |  | 485 |
Total liabilities measured at fair value | $ | 485 |  |  | $ | 1,922,051 |  |  | $ | — |  |  | $ | 1,922,536 |
As of December 31, 2023
(in thousands) | Level 1 |  | Level 2 |  | Level 3 |  | Total
Assets |  |  |  |  |  |  |
Cash equivalents | $ | 98,101 |  |  | $ | — |  |  | $ | — |  |  | $ | 98,101 |
Debt investments | 241 |  |  | 2,012,760 |  |  | 36,616 |  |  | 2,049,617 |
Equity investments | 32,642 |  |  | 8 |  |  | 446 |  |  | 33,096 |
Total assets measured at fair value | $ | 130,984 |  |  | $ | 2,012,768 |  |  | $ | 37,062 |  |  | $ | 2,180,814 |
Liabilities |  |  |  |  |  |  |
Notes payable | $ | — |  |  | $ | 1,922,243 |  |  | $ | — |  |  | $ | 1,922,243 |
Short sales | 518 |  |  | — |  |  | — |  |  | 518 |
Total liabilities measured at fair value | $ | 518 |  |  | $ | 1,922,243 |  |  | $ | — |  |  | $ | 1,922,761 |
The following is a discussion of the valuation methodologies used for the assets and liabilities of the Company’s CIP measured at fair value: Level 1 assets represent cash investments in money market funds and debt and equity investments that are valued using published net asset values or the official closing price on the exchange on which the securities are traded. Level 2 assets represent most debt securities (including bank loans) and certain equity securities (including non-U.S. securities), for which closing prices are not readily available or are deemed to not reflect readily available market prices, and are valued using an independent pricing service. Debt investments, other than bank loans, are valued based on quotations received from independent pricing services or from dealers who make markets in such securities. Bank loan investments, which are included as debt investments, are generally priced at the average mid-point of bid and ask quotations obtained from a third-party pricing service. Fair value may also be based upon valuations obtained from independent third-party brokers or dealers utilizing matrix pricing models that consider information regarding securities with similar characteristics. Level 3 assets include debt and equity securities that are not widely traded, are illiquid or are priced by dealers based on pricing models used by market makers in the security. These securities are valued using unadjusted prices from an independent pricing service. Level 1 liabilities consist of short sales transactions in which a security is sold that is not owned or is owned but there is no intention to deliver, in anticipation that the price of the security will decline. Short sales are recorded on the Condensed Consolidated Balance Sheets within other liabilities of CIP and are classified as Level 1 based on the underlying equity security. Level 2 liabilities consist of notes payable issued by CLOs and are measured using the measurement alternative in ASU 2014-13. Accordingly, the fair value of CLO liabilities was measured as the fair value of CLO assets less the sum of (i) the fair value of the beneficial interests held by the Company, and (ii) the carrying value of any beneficial interests that represent compensation for services. The fair value of the beneficial interests held by the Company is based on third-party pricing information without adjustment. The securities purchased payable at March 31, 2024 and December 31, 2023 approximated fair value due to the short-term nature of the instruments. The following table is a reconciliation of assets of CIP for Level 3 investments for which significant unobservable inputs were used to determine fair value:
| Three Months Ended March 31, |  |
(in thousands) | 2024 |  | 2023 |  |
Balance at beginning of period | $ | 37,062 |  |  | $ | 43,581 |  |  |
Realized and unrealized gains (losses), net | (324) |  |  | 111 |  |  |
Purchases | — |  |  | 4 |  |  |
Sales | (14,625) |  |  | (7,195) |  |  |
Transfers to Level 2 | (13,468) |  |  | (35,747) |  |  |
Transfers from Level 2 | 39,148 |  |  | 9,904 |  |  |
Balance at end of period (1) | $ | 47,793 |  |  | $ | 10,658 |  |  |
(1)The investments that are categorized as Level 3 were valued utilizing third-party pricing information without adjustment. Transfers in and/or out of levels are reflected when significant inputs, including market inputs or performance attributes, used for the fair value measurement become observable/unobservable at period end. Nonconsolidated VIEs The Company serves as the collateral manager for other CLOs that are not consolidated. The assets and liabilities of these CLOs reside in bankruptcy remote, special purpose entities in which the Company has no ownership of, nor holds any notes issued by, the CLOs, and provides neither recourse nor guarantees. The Company has determined that the investment management fees it receives for serving as collateral manager for these CLOs did not represent a variable interest as (i) the fees the Company earns are compensation for services provided and are commensurate with the level of effort required to provide the investment management services, (ii) the Company does not hold other interests in the CLOs that individually, or in the aggregate, would absorb more than an insignificant amount of the CLOs' expected losses or receive more than an insignificant amount of the CLOs' expected residual return, and (iii) the investment management arrangement only includes terms, conditions and amounts that are customarily present in arrangements for similar services negotiated at arm's length. The Company has interests in certain other VIEs that the Company does not consolidate as it is not the primary beneficiary since its interest in these entities does not provide the Company with the power to direct the activities that most significantly impact the entities' economic performance. At March 31, 2024, the carrying value and maximum risk of loss related to the Company's interest in these VIEs was $29.1 million.

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