KBRA Affirms the Rating Assigned to a Senior Secured Subscription Facility to Main Foundation II Coöperatief U.A.
6 Oct 2026 | London
KBRA UK (KBRA) affirms the rating assigned to a senior secured subscription facility (the "Facility") to Main Foundation II Coöperatief U.A. ("Main Foundation II" or the “Fund”). The Outlook is Stable. The rating was requested by Main Capital Partners B.V. ("Main Capital Partners" or the "Firm").
The Facility is a €35 million bilateral, revolving subscription facility provided by ABN AMRO Bank N.V. (the “Lender”). The Facility was amended in May 2026, reducing its size from €60.0 million to €35.0 million. Additionally, the maturity date of the Facility was extended from May 2026 to May 2029, with further extensions subject to Lender’s discretion. The Facility remains available for investments, management fees, partnership expenses, financing costs, refinancing of existing loans and other permitted purposes.
The rating action reflects the credit quality and diversification of the investor base, the Fund’s stage within its lifecycle, and the Manager’s track record. The credit quality of the investor base has deteriorated since the previous surveillance, primarily reflecting updated information and assessments of certain unrated entities. The majority of LP commitments continue to be evaluated as equivalent to investment grade credit quality. The diversification of the investor base remains in line with the previous surveillance. As of June 2026, the Fund has called approximately 56.9% of investor commitments, compared to 22.0% at the previous surveillance. KBRA views the combination of these factors as supporting the continued willingness and ability of investors to meet future capital calls for repayment. The rating also reflects KBRA's assessment of Main Capital Partners, a software-focused investment manager.
Main Foundation II is a 2024 vintage fund, raising €507.0 million in total commitments. The Fund focuses on buyout, late-stage growth capital investments in the software and IT sectors across Benelux, DACH, the Nordics and the US.
Founded in 2003 and headquartered in the Hague, the Netherlands, Main Capital Partners is an investment manager focused on on small- to medium-sized enterprises, with particular expertise in B2B software and SaaS companies in Northwestern Europe, specifically Benelux, DACH and the Nordics region. As of June 2026, the Firm employs approximately 100 professionals and manages approximately €12 billion of assets under management.
Key Credit Considerations
Investment fund ratings are based on quantitative and qualitative factors. The five key quantitative determinants are as follows:
- In the Asset Quality determinant, KBRA generally measures the quality of the collateral based on a weighted average scoring. For Subscription Facilities (“Sublines”), this includes an assessment using a matrix-based approach that reflects the creditworthiness of the Fund’s Investor base.
- The Asset Coverage determinant measures the relative sufficiency of the pledged collateral value to repay the principal amount of the rated debt. For Sublines, this includes an evaluation of the covenants included in the Facility linked to uncalled committed capital (UCC) and net asset value (NAV) of the Fund, and/or advance rates applied to the UCC.
- The Liquidity determinant reflects KBRA’s assessment of the relative price discount that the underlying collateral may incur if the assets are subject to conversion into cash in order to meet scheduled or accelerated debt service requirements. Under the Liquidity determinant, KBRA considers three factors (type, complexity and price discovery / transparency) and scores these factors individually on a scale of zero to two, with two being the most liquid.
- In the Duration determinant, KBRA examines the tenor profile of the pledged collateral relative to the rated debt, and the associated vulnerability to changes in price of collateral over time.
- When appropriate, KBRA will perform a cash flow analysis in order to test the transaction’s ability to meet its rated interest and principal payment obligations under various economic, financial, and market scenarios. This is not applicable to Subscription Facilities, as LP capital calls typically occur on a non-periodic basis and the primary source of repayment for Sublines is the Fund’s UCC so once a capital call is issued, the LP is typically required to meet the capital call within a short window. Therefore, repayment capacity is analysed in the context of the prior rating determinants.
The above quantitative determinants produce a quantitative rating outcome. In addition to the above quantitative determinants, KBRA’s analysis considers a variety of qualitative factors, which can lead to upward or downward adjustments in the final rating outcome and these are assessed in the context of: (i) Manager Review; (ii) Legal Review, and (iii) Other Factors including alignment of interests, incentives to fund future capital calls and diversification within the LP base.
Rating Sensitivities
It should be noted that many aspects, including but not limited to, the rating sensitivities listed below, macroeconomic factors, market conditions, competitive landscape, and a fund manager’s investment acumen can impact the performance of the fund and influence KBRA’s rating decisions. If performance of the transaction differs meaningfully from the expected levels, KBRA may consider making a rating change.
Decline in Investor Credit Quality
A decline in the credit quality of the Fund’s Investors as a result of: (i) deterioration in the credit quality of underlying investors; (ii) transfer of interests to investors of lower credit quality characteristics; (iii) inclusion of investors with weak credit quality characteristics; and (iv) weaker than expected investor diversification, may result in negative rating changes.
Improvement in Investor Credit Quality
An overall higher credit quality of the Fund’s investors as a result of: (i) improvement in the credit quality of underlying investors; (ii) transfer of interests to investors with better credit characteristics; (iii) inclusion of investors with strong credit quality characteristics; and (iv) stronger than expected investor diversification, may result in positive rating changes.
Underperformance of Fund Assets or Investments
A decrease in the Fund’s NAV due to underperformance of the Fund’s underlying assets or investments may jeopardise debt repayment as the deterioration of the Fund may, for example, elicit hesitation of the Fund’s investors to fund their respective capital calls regardless of their contractual obligations to do so and the underlying LPs’ security and protections to the Lender.
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