Blackstone Secured Lending Fund - Quarter Report: 2021 September (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________

FORM 10-Q

_______________________________________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 814-01299

_______________________________________________________________________

Blackstone Secured Lending Fund

(Exact name of Registrant as specified in its Charter)

_______________________________________________________________________


Delaware						82-7020632
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

345 Park Avenue, 31st Floor New York, New York						10154
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (212) 503-2100

_______________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Common Shares of Beneficial Interest, $0.001 par value per share

BXSL

New York Stock Exchange

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☐ NO ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒

The number of the Registrant’s Common Shares, $0.001 par value per share, outstanding as of November 11, 2021 was 168,946,951.

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		Page

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Assets and Liabilities as of Sept ember 30, 2021 (Unaudited) and December 31, 2020	2
	Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020 (Unaudited)	3
	Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, 2021 and 2020 (Unaudited)	4
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020 (Unaudited)	6
	Consolidated Schedules of Investments as of September 30, 2021 (Unaudited) and December 31, 2020	8
	Notes to Consolidated Financial Statements (Unaudited)	25
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	54
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	65
Item 4.	Controls and Procedures	67

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	67
Item 1A.	Risk Factors	67
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	75
Item 3.	Defaults Upon Senior Securities	75
Item 4.	Mine Safety Disclosures	75
Item 5.	Other Information	75
Item 6.	Exhibits	76
Signatures

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about Blackstone Secured Lending Fund (together, with its consolidated subsidiaries, the “Company,” “we,” "us" or “our”), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

•our future operating results;

•our business prospects and the prospects of the companies in which we may invest;

•the impact of the investments that we expect to make;

•our ability to raise sufficient capital to execute our investment strategy;

•general economic, logistical and political trends and other external factors, including the current novel coronavirus ("COVID-19") pandemic and recent supply chain disruptions;

•the ability of our portfolio companies to achieve their objectives;

•our current and expected financing arrangements and investments;

•changes in the general interest rate environment;

•the adequacy of our cash resources, financing sources and working capital;

•the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;

•our contractual arrangements and relationships with third parties;

•actual and potential conflicts of interest with Blackstone Credit BDC Advisors LLC (the “Adviser”) or any of its affiliates;

•the elevating levels of inflation, and its impact on our portfolio companies and on the industries in which we invest;

•the dependence of our future success on the general economy and its effect on the industries in which we may invest;

•our use of financial leverage;

•our business prospects and the prospects of our portfolio companies, including our and their ability to achieve our respective objectives as a result of the current COVID-19 pandemic;

•the ability of the Adviser to source suitable investments for us and to monitor and administer our investments;

•the ability of the Adviser or its affiliates to attract and retain highly talented professionals;

•our ability to qualify for and maintain our qualification as a regulated investment company and as a business development company (“BDC”);

•the impact on our business of U.S. and international financial reform legislation, rules and regulations;

•the effect of changes to tax legislation and our tax position; and

•the tax status of the enterprises in which we may invest.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of any projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2020 and Part II, Item 1A of this Form 10-Q. These projections and forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements, except as required by applicable law. Because we are an investment company, the forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”).

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Blackstone Secured Lending Fund

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share amounts)


	September 30, 2021		December 31, 2020
ASSETS	(Unaudited)
Investments at fair value
Non-controlled/non-affiliated investments (cost of $8,098,713 and $5,575,482 at September 30, 2021 and December 31, 2020, respectively)	$	8,195,938	$	5,585,942
Non-controlled/affiliated investments (cost of $26,608 and $0 at September 30, 2021 and December 31, 2020, respectively)	27,109		—
Total investments at fair value (cost of $8,125,321 and $5,575,482 at September 30, 2021 and December 31, 2020, respectively)	8,223,047		5,585,942
Cash and cash equivalents	259,620		217,993
Interest receivable from non-controlled/non-affiliated investments	51,885		21,456
Deferred financing costs	9,251		6,933
Receivable for investments sold	277,584		114,537
Subscription receivable	—		3,427
Other assets	331		578
Total assets	$	8,821,718	$	5,950,866
LIABILITIES
Debt (net of unamortized debt issuance costs of $46,803 and $14,170 at September 30, 2021 and December 31, 2020, respectively)	$	4,457,715	$	2,500,393
Payable for investments purchased	74,728		48,582
Due to affiliates	7,264		5,546
Management fees payable	15,445		10,277
Income based incentive fee payable	16,983		15,262
Capital gains incentive fee payable	15,677		1,077
Interest payable	14,823		14,715
Distribution payable (Note 8)	74,049		86,638
Accrued expenses and other liabilities	2,583		567
Total liabilities	4,679,267		2,683,057
Commitments and contingencies (Note 7)
NET ASSETS
Common shares, $0.001 par value (unlimited shares authorized; 158,389,951 and 129,661,586 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively)	158		130
Additional paid in capital	3,974,783		3,232,562
Distributable earnings (loss)	167,510		35,117
Total net assets	4,142,451		3,267,809
Total liabilities and net assets	$	8,821,718	$	5,950,866
NET ASSET VALUE PER SHARE	$	26.15	$	25.20

The accompanying notes are an integral part of these consolidated financial statements.

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Blackstone Secured Lending Fund

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	165,417	$	90,303	$	424,141	$	246,388
Payment-in-kind interest income	1,000		1,282		3,279		6,525
Fee income	458		14		5,262		40
Total investment income	166,875		91,599		432,682		252,953
Expenses:
Interest expense	32,740		14,766		81,053		45,278
Management fees	15,445		8,606		40,394		22,597
Income based incentive fee	16,983		9,837		45,130		26,721
Capital gains incentive fee	2,430		—		14,600		(4,218)
Professional fees	939		462		2,179		1,322
Board of Trustees' fees	141		108		416		334
Administrative service expenses (Note 3)	500		547		1,623		1,638
Other general and administrative	1,670		1,104		4,215		2,572
Amortization of offering costs	—		427		—		966
Total expenses	70,848		35,857		189,610		97,210
Recoupment of expense support (Note 3)	—		400		—		1,200
Net expenses	70,848		36,257		189,610		98,410
Net investment income before excise tax	96,027		55,342		243,072		154,543
Excise tax expense	2,220		—		1,938		104
Net investment income after excise tax	93,807		55,342		241,134		154,439
Realized and unrealized gain (loss):
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments	18,035		120,893		92,124		(59,061)
Non-controlled/affiliated investments	(7)		—		501		—
Translation of assets and liabilities in foreign currencies	5		(2)		(597)		(1)
Net unrealized appreciation (depreciation)	18,033		120,891		92,028		(59,062)
Realized gain (loss):
Non-controlled/non-affiliated investments	(1,808)		104		6,509		2,453
Foreign currency transactions	(25)		(5)		(1,201)		19
Net realized gain (loss)	(1,833)		99		5,308		2,472
Net realized and unrealized gain (loss)	16,200		120,990		97,336		(56,590)
Net increase (decrease) in net assets resulting from operations	$	110,007	$	176,332	$	338,470	$	97,849
Net investment income per share (basic and diluted)	$	0.63	$	0.55	$	1.76	$	1.70
Earnings (loss) per share (basic and diluted)	$	0.74	$	1.75	$	2.47	$	1.08
Weighted average shares outstanding (basic and diluted)	147,932,846		101,030,065		137,294,502		90,696,327
Distributions declared per share	$	0.50	$	0.50	$	1.50	$	1.50

The accompanying notes are an integral part of these consolidated financial statements.

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Blackstone Secured Lending Fund

Consolidated Statements of Changes in Net Assets

(in thousands)

(Unaudited)


	Par Amount		Additional Paid in Capital		Distributable Earnings (Loss)		Total Net Assets
Balance, June 30, 2021	$	144	$	3,609,406	$	131,552	$	3,741,102
Issuance of common shares	13		356,237		—		356,250
Reinvestment of dividends	1		9,140		—		9,141
Net investment income	—		—		93,807		93,807
Net realized gain (loss)	—		—		(1,833)		(1,833)
Net change in unrealized appreciation (depreciation)	—		—		18,033		18,033
Dividends declared from net investment income	—		—		(74,049)		(74,049)
Balance, September 30, 2021	$	158	$	3,974,783	$	167,510	$	4,142,451


	Par Amount		Additional Paid in Capital		Distributable Earnings (Loss)		Total Net Assets
Balance, December 31, 2020	$	130	$	3,232,562	$	35,117	$	3,267,809
Issuance of common shares	27		713,227		—		713,254
Reinvestment of dividends	1		28,994		—		28,995
Net investment income	—		—		241,134		241,134
Net realized gain (loss)	—		—		5,308		5,308
Net change in unrealized appreciation (depreciation)	—		—		92,028		92,028
Dividends declared from net investment income	—		—		(206,077)		(206,077)
Balance, September 30, 2021	$	158	$	3,974,783	$	167,510	$	4,142,451

The accompanying notes are an integral part of these consolidated financial statements.

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Blackstone Secured Lending Fund

Consolidated Statements of Changes in Net Assets

(in thousands)

(Unaudited)


	Par Amount		Additional Paid in Capital		Distributable Earnings (Loss)		Total Net Assets
Balance, June 30, 2020	$	96	$	2,407,906	$	(126,857)	$	2,281,145
Issuance of common shares	6		128,519		—		128,525
Reinvestment of dividends	—		5,437		—		5,437
Net investment income	—		—		55,342		55,342
Net realized gain (loss)	—		—		99		99
Net change in unrealized appreciation (depreciation)	—		—		120,891		120,891
Dividends declared from net investment income	—		—		(50,536)		(50,536)
Balance, September 30, 2020	$	102	$	2,541,862	$	(1,061)	$	2,540,903


	Par Amount		Additional Paid in Capital		Distributable Earnings (Loss)		Total Net Assets
Balance, December 31, 2019	$	64	$	1,635,915	$	37,138	$	1,673,117
Issuance of common shares	38		893,384		—		893,422
Reinvestment of dividends	—		12,563		—		12,563
Net investment income	—		—		154,439		154,439
Net realized gain (loss)	—		—		2,472		2,472
Net change in unrealized appreciation (depreciation)	—		—		(59,062)		(59,062)
Dividends declared from net investment income	—		—		(136,048)		(136,048)
Balance, September 30, 2020	$	102	$	2,541,862	$	(1,061)	$	2,540,903

The accompanying notes are an integral part of these consolidated financial statements.

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Blackstone Secured Lending Fund

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)


	Nine Months Ended September 30,
	2021		2020
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	338,470	$	97,849
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net unrealized (appreciation) depreciation on investments	(92,625)		59,061
Net unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies	597		1
Net realized (gain) loss on investments	(6,509)		(2,453)
Payment-in-kind interest capitalized	(3,139)		(6,555)
Net accretion of discount and amortization of premium	(47,969)		(20,121)
Amortization of deferred financing costs	1,831		2,107
Amortization of debt issuance costs	586		64
Amortization of discount on unsecured bonds	3,876		393
Amortization of offering costs	—		966
Purchases of investments	(4,438,514)		(2,499,754)
Proceeds from sale of investments and principal repayments	1,945,636		682,764
Changes in operating assets and liabilities:
Interest receivable	(30,429)		(8,184)
Receivable for investments sold	(163,047)		(16,521)
Other assets	247		301
Payable for investments purchased	26,146		45,674
Due to affiliates	1,279		994
Management fee payable	5,168		3,561
Income based incentive fee payable	1,721		3,492
Capital gains incentive fee payable	14,600		(4,218)
Interest payable	108		1,141
Accrued expenses and other liabilities	2,015		(228)
Net cash provided by (used in) operating activities	(2,439,952)		(1,659,666)
Cash flows from financing activities:
Borrowings of debt	4,365,875		1,905,855
Repayments of debt	(2,406,427)		(1,025,768)
Deferred financing costs paid	(4,214)		(6,699)
Debt issuance costs paid	(1,276)		(282)
Deferred offering costs paid	—		(256)
Dividends paid in cash	(189,670)		(100,769)
Proceeds from issuance of common shares	716,681		899,364
Net cash provided by (used in) financing activities	2,480,969		1,671,445
Net increase (decrease) in cash and cash equivalents	41,017		11,779
Effect of foreign exchange rate changes on cash and cash equivalents	610		—
Cash and cash equivalents, beginning of period	217,993		65,495
Cash and cash equivalents, end of period	$	259,620	$	77,274

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Blackstone Secured Lending Fund Consolidated Statement of Cash Flows (in thousands) (Unaudited)

Supplemental information and non-cash activities:
Interest paid during the period	$	83,098	$	41,084
Distribution payable	$	74,049	$	50,536
Reinvestment of distributions during the period	$	28,994	$	12,563
Non-cash deferred financing costs activity	$	(64)	$	(1,401)
Accrued but unpaid debt issuance costs	$	500	$	618
Accrued but unpaid offering costs	$	—	$	132
Excise taxes paid	$	131	$	570

The accompanying notes are an integral part of these consolidated financial statements.

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Blackstone Secured Lending Fund Consolidated Schedule of Investments September 30, 2021 (in thousands) (Unaudited)


Investments (1)	Reference Rate and Spread	Interest Rate (2)	Maturity Date	Par Amount/Units		Cost (3)		Fair Value		Percentage of Net Assets
Investments - non-controlled/non-affiliated
First Lien Debt
Aerospace & Defense
Corfin Holdings, Inc. (4)(11)	L + 6.00%	7.00%	2/5/2026	$	272,064	$	267,838	$	271,383	6.55	%
Linquest Corp. (4)(5)(7)(10)	L + 5.75%	6.50%	7/28/2028	17,500		17,110		17,100		0.41
MAG DS Corp. (4)(11)	L + 5.50%	6.50%	4/1/2027	85,438		78,572		79,671		1.92
Maverick Acquisition, Inc. (4)(7)(11)	L + 6.00%	7.00%	6/1/2027	21,000		20,521		20,493		0.49
TCFI AEVEX, LLC (4)(7)(11)	L + 6.00%	7.00%	3/18/2026	112,829		110,798		111,380		2.69
						494,839		500,027		12.06
Air Freight & Logistics
AGI-CFI Holdings, Inc. (4)(7)(10)	L + 5.50%	6.25%	6/11/2027	94,920		93,048		93,021		2.25
Livingston International, Inc. (4)(6)(10)	L + 5.50%	6.25%	4/30/2027	130,487		127,152		129,182		3.12
Mode Purchaser, Inc. (4)(11)	L + 6.25%	7.25%	12/9/2026	175,650		173,047		173,894		4.20
Omni Intermediate Holdings, LLC - Revolving Term Loan (4)(5)(7)(11)	L + 5.00%	6.00%	12/30/2025	368		356		368		0.01
Omni Intermediate Holdings, LLC (4)(5)(11)	L + 5.00%	6.00%	12/30/2026	9,457		9,267		9,457		0.23
R1 Holdings, LLC (4)(7)(11)	L + 6.00%	7.00%	1/2/2026	57,231		56,620		57,231		1.38
SEKO Global Logistics Network, LLC (4)(5)(11)	L + 5.00%	6.00%	12/30/2026	€	1,863	2,126		2,126		0.05
SEKO Global Logistics Network, LLC (4)(5)(7)(11)	L + 5.00%	6.00%	12/30/2026	5,330		5,247		5,319		0.13
						466,863		470,598		11.37
Building Products
Fencing Supply Group Acquisition, LLC (4)(5)(11)	L + 6.00%	7.00%	2/26/2027	52,896		51,970		52,367		1.26
Jacuzzi Brands, LLC (4)(11)	L + 6.50%	7.50%	2/25/2025	94,817		93,791		94,817		2.29
L&S Mechanical Acquisition, LLC (4)(5)(7)(10)	L + 5.75%	6.50%	9/1/2027	12,787		12,535		12,531		0.30
Latham Pool Products, Inc. (8)	L + 6.00%	6.08%	6/18/2025	46,814		45,962		47,048		1.14
Lindstrom, LLC (4)(11)	L + 6.25%	7.25%	4/7/2025	122,466		121,100		122,466		2.96
Windows Acquisition Holdings, Inc. (4)(5)(11)	L + 6.50%	7.50%	12/29/2026	55,558		54,573		55,558		1.34
						379,931		384,787		9.29
Chemicals
Polymer Additives, Inc. (8)	L + 6.00%	6.13%	7/31/2025	24,239		23,442		23,645		0.57
USALCO, LLC (4)(7)(12)	L + 7.25%	8.50%	6/1/2026	165,497		162,060		171,834		4.15
USALCO, LLC (4)(12)	L + 6.50%	7.75%	6/1/2026	35,425		34,815		36,842		0.89
VDM Buyer, Inc. (4)(8)	L + 6.75%	6.89%	4/22/2025	€	23,840	26,519		26,801		0.65
VDM Buyer, Inc. (4)(8)	L + 6.75%	6.89%	4/22/2025	62,609		61,867		60,731		1.47
						308,703		319,853		7.73

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Blackstone Secured Lending Fund Consolidated Schedule of Investments September 30, 2021 (in thousands) (Unaudited)


Investments (1)	Reference Rate and Spread	Interest Rate (2)	Maturity Date	Par Amount/Units	Cost (3)	Fair Value	Percentage of Net Assets
First Lien Debt (continued)
Commercial Services & Supplies
Bazaarvoice, Inc. (4)(7)(8)	L + 5.75%	5.83%	5/7/2028	248,111	248,111	248,111	5.99
JSS Holdings, Inc. (4)(11)	L + 6.25%	7.25%	12/17/2027	289,541	285,709	290,264	7.01
Sciens Building Solutions, LLC (4)(7)(11)	L + 5.75%	6.75%	5/21/2027	29,612	29,010	29,210	0.71
The Action Environmental Group, Inc. (4)(12)	L + 6.00%	7.25%	1/16/2026	117,379	115,673	114,445	2.76
Veregy Consolidated, Inc. (11)	L + 6.00%	7.00%	11/2/2027	21,152	20,640	21,258	0.51
					699,143	703,288	16.98
Construction & Engineering
COP Home Services TopCo IV, Inc. (4)(5)(7)(11)	L + 5.00%	6.00%	12/31/2027	22,163	21,552	21,924	0.53
Containers & Packaging
Ascend Buyer, LLC (4)(7)(10)	L + 5.75%	6.50%	9/30/2028	19,077	18,657	18,657	0.45
Distributors
Bution Holdco 2, Inc. (4)(11)	L + 6.25%	7.25%	10/17/2025	102,149	100,772	100,872	2.44
Dana Kepner Company, LLC (4)(7)(11)	L + 6.25%	7.25%	12/29/2026	64,106	62,985	64,266	1.55
EIS Buyer, LLC (4)(13)	L + 6.25%	7.75%	9/30/2025	120,565	118,717	118,455	2.86
NDC Acquisition Corp. (4)(11)	L + 5.75%	6.75%	3/9/2027	13,733	13,355	13,596	0.33
NDC Acquisition Corp. (4)(5)(7)(11) - Revolving Term Loan	L + 5.75%	6.75%	3/9/2027	728	642	694	0.02
Tailwind Colony Holding Corporation (4)(7)(11)	L + 7.50%	8.50%	11/13/2024	35,668	35,392	34,954	0.84
Unified Door & Hardware Group, LLC (4)(11)	L + 6.25%	7.25%	6/30/2025	95,580	94,071	95,580	2.31
					425,934	428,417	10.35
Diversified Consumer Services
Cambium Learning Group, Inc. (4)(7)(10)	L + 5.50%	6.25%	7/20/2028	436,950	432,705	432,581	10.44
Diversified Financial Services
Barbri Holdings, Inc. (4)(7)(10)	L + 5.75%	6.50%	4/30/2028	61,845	60,683	61,381	1.48
SelectQuote, Inc. (4)(10)	L + 5.00%	5.75%	11/5/2024	59,714	58,457	59,714	1.44
					119,140	121,095	2.92
Electric Utilities
Qualus Power Services Corp. (4)(7)(11)	L + 5.50%	6.50%	3/26/2027	25,760	24,911	25,214	0.61
Electrical Equipment
Emergency Power Holdings, LLC (4)(5)(7)(11)	L + 5.50%	6.50%	8/17/2028	65,000	63,539	63,513	1.53
Radwell International, LLC (4)(6)(7)(10)	L + 5.50%	6.25%	7/13/2027	119,854	119,367	119,403	2.88
Shoals Holdings, LLC (4)(11)	L + 3.25%	4.25%	11/25/2026	84,573	82,726	84,996	2.05
					265,632	267,912	6.46
Electronic Equipment, Instruments & Components
Albireo Energy, LLC (4)(5)(7)(11)	L + 6.00%	7.00%	12/23/2026	110,431	108,298	109,541	2.64

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments September 30, 2021 (in thousands) (Unaudited)


Investments (1)	Reference Rate and Spread	Interest Rate (2)	Maturity Date	Par Amount/Units		Cost (3)	Fair Value	Percentage of Net Assets
First Lien Debt (continued)
Energy Equipment & Services
Abaco Energy Technologies, LLC (4)(13)	L + 8.00% (incl. 1.00% PIK)	9.50%	10/4/2024	49,457		48,570	47,602	1.15
Tetra Technologies, Inc. (4)(6)(11)	L + 6.25%	7.25%	9/10/2025	19,208		19,123	19,112	0.46
						67,693	66,714	1.61
Health Care Equipment & Supplies
GCX Corporation Buyer, LLC (4)(5)(7)(10)	L + 5.50%	6.25%	9/13/2027	22,000		21,489	21,485	0.52
Mozart Borrower LP (9)	L + 3.25%	3.75%	9/20/2028	10,000		9,950	9,950	0.24
						31,439	31,435	0.76
Health Care Providers & Services
ACI Group Holdings, Inc. (4)(5)(7)(10)	L + 5.50%	6.25%	8/2/2028	109,276		106,524	106,457	2.57
ADCS Clinics Intermediate Holdings, LLC (4)(7)(11)	L + 6.25%	7.25%	5/7/2027	5,963		5,765	5,845	0.14
Canadian Hospital Specialties Ltd. (4)(5)(6)(7)(11)	L + 4.50%	5.50%	4/14/2028	C$	27,120	21,291	21,076	0.51
Cross Country Healthcare, Inc. (4)(10)	L + 5.75%	6.50%	6/8/2027	29,676		29,113	29,082	0.70
DCA Investment Holdings, LLC (4)(7)(10)	L + 6.25%	7.00%	3/12/2027	13,303		13,046	13,126	0.32
Epoch Acquisition, Inc. (4)(11)	L + 6.75%	7.75%	10/4/2024	24,623		24,453	24,623	0.59
Healthcomp Holding Company, LLC (4)(5)(7)(11)	L + 5.75%	6.75%	10/27/2026	77,219		75,368	76,960	1.86
Jayhawk Buyer, LLC (4)(7)(11)	L + 5.00%	6.00%	10/15/2026	142,583		139,599	141,157	3.41
Navigator Acquiror, Inc. (4)(7)(9)	L + 5.50%	6.00%	7/16/2027	201,924		199,976	199,905	4.83
Odyssey Holding Company, LLC (4)(11)	L + 5.75%	6.75%	11/16/2025	17,989		17,810	17,989	0.43
Snoopy Bidco, Inc. (4)(7)(10)	L + 6.00%	6.75%	6/1/2028	172,560		167,368	167,122	4.03
SpecialtyCare, Inc. (4)(5)(7)(11)	L + 5.75%	6.75%	6/18/2028	12,225		11,826	11,930	0.29
The GI Alliance Management, LLC (4)(11)	L + 6.25%	7.25%	11/4/2024	272,949		267,717	270,902	6.54
WHCG Purchaser III, Inc. (4)(5)(7)(10)	L + 5.75%	6.50%	6/22/2028	45,257		44,050	43,998	1.06
						1,123,906	1,130,172	27.28
Health Care Technology
Edifecs, Inc. (4)(11)	L + 7.00%	8.00%	9/21/2026	221,956		217,357	228,614	5.52
Edifecs, Inc. (4)(10)	L + 5.50%	6.25%	9/21/2026	5,836		5,721	5,719	0.14
NMC Crimson Holdings, Inc. (4)(7)(10)	L + 6.00%	6.75%	3/1/2028	71,173		68,785	69,101	1.67
Project Ruby Ultimate Parent Corp. (10)	L + 3.25%	4.00%	3/3/2028	8,569		8,529	8,569	0.21
						300,392	312,003	7.54

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments September 30, 2021 (in thousands) (Unaudited)


Investments (1)	Reference Rate and Spread	Interest Rate (2)	Maturity Date	Par Amount/Units		Cost (3)	Fair Value	Percentage of Net Assets
First Lien Debt (continued)
Insurance
Alera Group, Inc. (4)(6)(7)(10)	L + 5.50%	6.25%	9/30/2028	2,920		2,887	2,887	0.07
Benefytt Technologies, Inc. (4)(7)(10)	L + 6.00%	6.75%	8/12/2027	10,500		10,266	10,260	0.25
Galway Borrower, LLC (4)(5)(7)(10)	L + 5.25%	6.00%	9/24/2028	8,853		7,787	7,787	0.19
High Street Buyer, Inc. (4)(5)(7)(10)	L + 6.00%	6.75%	4/14/2028	27,375		26,568	26,260	0.63
Integrity Marketing Acquisition, LLC (4)(5)(7)(10)	L + 5.50%	6.25%	8/27/2025	60,111		58,945	59,805	1.44
Integrity Marketing Acquisition, LLC (4)(5)(11)	L + 5.75%	6.75%	8/27/2025	19,929		19,673	19,879	0.48
Jones Deslauriers Insurance Management, Inc. (5)(6)(7)(10)	L + 4.25%	5.00%	3/28/2028	C$	68,375	53,290	53,780	1.30
SG Acquisition, Inc. (4)(9)	L + 5.00%	5.50%	1/27/2027	110,586		109,080	110,033	2.66
Tennessee Bidco Limited (4)(5)(6)(8)	L + 7.00%	7.15%	8/3/2028	54,034		52,437	52,413	1.27
Tennessee Bidco Limited (4)(5)(6)(7)(8)	L + 7.00%	7.05%	8/3/2028	£16,190		21,154	20,400	0.49
Westland Insurance Group LTD (4)(5)(6)(7)(11)	L + 7.00%	8.00%	1/5/2027	42,483		39,095	40,890	0.99
Westland Insurance Group LTD (4)(5)(6)(7)(11)	L + 7.00%	8.00%	1/5/2027	C$	86,520	62,923	67,031	1.62
						464,105	471,425	11.39
Interactive Media & Services
Bungie, Inc. (4)(11)	L + 6.25%	7.25%	8/28/2024	47,200		46,788	47,200	1.14
Internet & Direct Marketing Retail
Donuts, Inc. (4)(11)	L + 6.00%	7.00%	12/29/2026	326,583		320,874	324,950	7.84
IT Services
Red River Technology, LLC (4)(7)(11)	L + 6.00%	7.00%	5/26/2027	100,800		99,139	99,036	2.39
Machinery
MHE Intermediate Holdings, LLC (4)(5)(7)(11)	L + 5.75%	6.75%	7/21/2027	3,100		3,031	3,029	0.07
Oil, Gas & Consumable Fuels
Eagle Midstream Canada Finance, Inc. (4)(6)(13)	L + 6.25%	7.75%	11/26/2024	150,862		149,435	150,862	3.64
Professional Services
ALKU, LLC (4)(10)	L + 5.25%	6.00%	3/1/2028	79,768		78,998	78,971	1.91
ASP Endeavor Acquisition, LLC (4)(5)(9)	L + 6.50%	7.00%	5/3/2027	23,940		23,494	23,701	0.57
BPPH2 Limited (4)(5)(6)(8)	L + 6.75%	6.82%	3/2/2028	£	25,500	34,366	34,383	0.83
Clearview Buyer, Inc. (4)(5)(7)(10)	L + 5.25%	6.00%	8/26/2027	16,890		16,503	16,498	0.40
HIG Orca Acquisition Holdings, Inc. (4)(5)(7)(11)	L + 6.00%	7.00%	6/30/2026	32,492		31,756	31,729	0.77
IG Investments Holdings, LLC (4)(5)(7)(10)	L + 6.00%	6.75%	9/22/2028	46,000		45,008	45,008	1.09
Material Holdings, LLC (4)(5)(7)(10)	L + 5.75%	6.50%	8/19/2027	27,201		26,633	26,622	0.64
Titan Investment Company, Inc. (4)(5)(8)	L + 5.75%	5.88%	3/20/2027	42,580		40,329	42,793	1.03
Trinity Air Consultants Holdings Corp. (4)(7)(10)	L + 5.25%	6.00%	6/29/2027	63,806		62,222	62,151	1.50
						359,309	361,856	8.74

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments September 30, 2021 (in thousands) (Unaudited)


Investments (1)	Reference Rate and Spread	Interest Rate (2)	Maturity Date	Par Amount/Units		Cost (3)	Fair Value	Percentage of Net Assets
First Lien Debt (continued)
Real Estate Management & Development
Cumming Group, Inc. (4)(7)(11)	L + 6.00%	7.00%	5/26/2027	73,235		71,761	71,681	1.73
Progress Residential PM Holdings, LLC (4)(7)(10)	L + 6.25%	7.00%	2/16/2028	70,324		68,690	69,620	1.68
						140,451	141,301	3.41
Road & Rail
Gruden Acquisition, Inc. (4)(5)(7)(11)	L + 5.50%	6.50%	7/1/2028	25,875		25,135	25,106	0.61
Software
AxiomSL Group, Inc. (4)(7)(11)	L + 6.00%	7.00%	12/3/2027	42,652		41,735	41,676	1.01
Connatix Buyer, Inc. (4)(5)(7)(10)	L + 6.00%	6.75%	7/14/2027	38,356		37,417	37,382	0.90
Diligent Corporation (4)(11)	L + 5.75%	6.75%	8/4/2025	59,700		58,961	59,252	1.43
Episerver, Inc. (4)(5)(7)(11)	L + 5.50%	6.50%	4/9/2026	9,766		9,601	9,589	0.23
Experity, Inc. (4)(5)(7)(10)	L + 5.50%	6.25%	7/22/2027	8,527		8,344	8,338	0.20
GraphPAD Software, LLC - Revolving Term Loan (4)(7)(11)	L + 6.00%	7.00%	4/27/2027	531		501	499	0.01
GraphPAD Software, LLC (4)(11)	L + 5.50%	6.50%	4/27/2027	13,092		12,910	12,961	0.31
LD Lower Holdings, Inc. (4)(7)(11)	L + 6.50%	7.50%	2/8/2026	89,340		87,618	88,404	2.13
Mandolin Technology Intermediate Holdings, Inc. (4)(5)(7)(9)	L + 3.75%	4.25%	7/6/2028	8,700		8,561	8,558	0.21
MRI Software, LLC (5)(7)(11)	L + 5.50%	6.50%	2/10/2026	27,359		27,178	27,340	0.66
Relativity ODA, LLC (4)(7)(11)	L + 7.50% PIK	8.50%	5/12/2027	28,814		28,083	28,011	0.68
Relay Purchaser, LLC (4)(5)(7)(10)	L + 6.00%	6.75%	8/30/2028	50,000		48,942	48,929	1.18
Spitfire Parent, Inc. (4)(5)(11)	L + 5.50%	6.50%	3/11/2027	€	10,474	12,427	12,017	0.29
Spitfire Parent, Inc. (4)(7)(11)	L + 5.50%	6.50%	3/11/2027	43,890		42,961	43,304	1.05
Triple Lift, Inc. (4)(7)(10)	L + 5.75%	6.50%	5/6/2028	48,878		47,811	47,746	1.15
						473,050	474,006	11.44
Specialty Retail
CustomInk, LLC (4)(11)	L + 6.21%	7.21%	5/3/2026	133,125		131,418	131,461	3.17
Technology Hardware, Storage & Peripherals
Deliver Buyer, Inc. (11)	L + 6.25%	7.25%	5/1/2024	49,500		48,491	49,732	1.20
Electronics For Imaging, Inc. (8)	L + 5.00%	5.08%	7/23/2026	4,695		4,441	4,443	0.11
Lytx, Inc. (4)(7)(11)	L + 6.50%	7.50%	2/28/2026	74,362		73,419	74,790	1.81
						126,351	128,965	3.12
Trading Companies & Distributors
Porcelain Acquisition Corp. (4)(7)(11)	L + 6.00%	7.00%	4/30/2027	47,676		45,758	45,700	1.10
The Cook & Boardman Group, LLC (11)	L + 5.75%	6.75%	10/17/2025	49,847		49,475	49,390	1.19
						95,233	95,090	2.29

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments September 30, 2021 (in thousands) (Unaudited)


Investments (1)	Reference Rate and Spread	Interest Rate (2)	Maturity Date	Par Amount/Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Transportation Infrastructure
Capstone Logistics, LLC (7)(11)	L + 4.75%	5.75%	11/12/2027	5,419		5,379		5,445		0.13
Frontline Road Safety, LLC (4)(7)(10)	L + 5.75%	6.50%	5/3/2027	91,299		89,599		89,473		2.16
Helix TS, LLC (4)(5)(7)(10)	L + 5.75%	6.50%	8/4/2027	31,641		31,025		31,008		0.75
Roadsafe Holdings, Inc. (4)(7)(11)	L + 5.75%	6.75%	10/19/2027	42,091		41,044		40,966		0.99
Safety Borrower Holdings LP (4)(5)(7)(11)	L + 5.75%	6.75%	9/1/2027	4,195		4,145		4,145		0.10
Sam Holding Co, Inc. (4)(7)(11)	L + 5.50%	6.50%	9/24/2027	38,000		37,020		37,019		0.89
Spireon, Inc. (4)(11)	L + 6.50%	7.50%	10/4/2024	22,790		22,646		22,790		0.55
TRP Infrastructure Services, LLC (4)(7)(11)	L + 5.50%	6.50%	7/9/2027	39,784		38,951		38,917		0.94
						269,809		269,763		6.51
Total First Lien Debt						$	7,993,866	$	8,068,267	194.78	%
Second Lien Debt
Construction & Engineering
COP Home Services TopCo IV, Inc. (4)(5)(11)	L + 8.75%	9.75%	12/31/2028	$	7,517	$	7,364	$	7,517	0.18	%
Health Care Providers & Services
Canadian Hospital Specialties Ltd. (4)(5)(6)(8)	8.75%	8.75%	4/15/2029	C$	10,533	8,261		8,231		0.20
Jayhawk Buyer, LLC (4)(11)	L + 8.75%	9.75%	10/15/2027	5,183		5,085		5,118		0.12
						13,346		13,349		0.32
Insurance
Jones Deslauriers Insurance Management, Inc. (5)(6)(7)(9)	L + 7.50%	8.00%	3/26/2029	C$	25,495	19,745		20,271		0.49
Software
Mandolin Technology Intermediate Holdings, Inc. (4)(5)(9)	L + 6.50%	7.00%	7/6/2029	3,150		3,104		3,103		0.07
Total Second Lien Debt						$	43,559	$	44,240	1.06	%
Unsecured Debt
Communications Equipment
Plantronics, Inc. (5)(6)(8)	4.75%	4.75%	3/1/2029	$	3,723	$	3,723	$	3,492	0.08	%
Total Unsecured Debt						$	3,723	$	3,492	0.08	%
Warrants
Software
Mermaid EquityCo L.P. - Class B Units (4)				4,550,697		$	865	$	5,233	0.13	%
Total Warrants						$	865	$	5,233	0.13	%
Equity
Aerospace & Defense
Corfin Holdco, Inc. - Common Stock (4)				2,137,866		$	4,767	$	5,131	0.12	%

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments September 30, 2021 (in thousands) (Unaudited)


Investments (1)	Reference Rate and Spread	Interest Rate (2)	Maturity Date	Par Amount/Units	Cost (3)		Fair Value		Percentage of Net Assets
Equity (continued)
Air Freight & Logistics
AGI Group Holdings LP - A2 Units (4)				902	902		902		0.02
Mode Holdings, L.P. - Class A-2 Common Units (4)				5,486,923	5,487		6,036		0.15
					6,389		6,938		0.17
Distributors
EIS Acquisition Holdings, LP - Class A Common Units (4)				7,519	1,773		2,123		0.05
Diversified Consumer Services
Cambium Holdings, LLC - Senior Preferred Interests (4)				9,839	12,318		12,315		0.30
Health Care Equipment & Supplies
GCX Corporation Group Holdings, L.P. - Class A-2 Units (4)				500	500		500		0.01
Health Care Providers & Services
Jayhawk Holdings, LP - A-1 Common Units (4)				2,201	392		442		0.01
Jayhawk Holdings, LP - A-2 Common Units (4)				1,185	211		238		0.01
					603		680		0.02
Professional Services
OHCP V TC COI, LP. - LP Interest (4)				3,500,000	3,500		3,500		0.08
Software
Connatix Parent, LLC - Class L Common Units (4)				42,045	462		462		0.01
Mandolin Technology Holdings, Inc.- Series A Preferred Shares (4)				3,150	3,058		3,056		0.07
Mermaid Equity Co. L.P. - Class A-2 Common Units (4)				14,849,355	14,849		31,184		0.75
					18,369		34,702		0.83
Specialty Retail
CustomInk, LLC - Series A Preferred Units (4)				384,520	5,200		5,003		0.12
Transportation Infrastructure
Frontline Road Safety Investments, LLC - Class A Common Units (4)				27,536	2,909		3,442		0.08	%
Ncp Helix Holdings, LLC. - Preferred Shares (4)				369	372		372		0.01	%
					3,281		3,814		0.09
Total Equity Investments					$	56,700	$	74,706	1.79	%
Total Investments - non-controlled/non-affiliated					$	8,098,713	$	8,195,938	197.84	%

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments September 30, 2021 (in thousands) (Unaudited)


Investments (1)	Reference Rate and Spread	Interest Rate (2)	Maturity Date	Par Amount/Units	Cost (3)		Fair Value		Percentage of Net Assets
Investments - non-controlled/affiliated
Equity
Insurance
Blackstone Donegal Holdings LP - LP Interests (Westland Insurance Group LTD) (4)(5)(6)(14)					$	26,608	$	27,109	0.65	%
Total Equity					$	26,608	$	27,109	0.65	%
Total Investments - non-controlled/affiliated					$	26,608	$	27,109	0.65	%
Total Investment Portfolio					$	8,125,321	$	8,223,047	198.49	%
Cash and Cash Equivalents
Other Cash and Cash Equivalents					$	259,620	$	259,620	6.27	%
Total Cash and Cash Equivalents					$	259,620	$	259,620	6.27	%
Total Portfolio Investments, Cash and Cash Equivalents					$	8,384,941	$	8,482,667	204.76	%

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”) or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of September 30, 2021. As of September 30, 2021, the reference rates for our variable rate loans were the 30-day L at 0.08%, the 90-day L at 0.13% and the 180-day L at 0.16% and P at 3.25%. Variable rate loans typically include an interest reference rate floor feature, which is generally 1.00%. As of September 30, 2021, 93.0% of the portfolio at fair value had a base rate floor above zero.

(3)The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

(4)These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board of Trustees (the "Board") (see Note 2 and Note 5), pursuant to the Company’s valuation policy.

(5)These debt investments are not pledged as collateral under any of the Company's credit facilities. For other debt investments that are pledged to the Company's credit facilities, a single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.

(6)The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of September 30, 2021, non-qualifying assets represented 12.6% of total assets as calculated in accordance with regulatory requirements.

(7)Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments (all commitments are first lien, unless otherwise noted):

Investments—non-controlled/non-affiliated

Commitment Type

Commitment
Expiration Date

Unfunded
Commitment

Fair
Value

First and Second Lien Debt

ACI Group Holdings, Inc.

Delayed Draw Term Loan

8/2/2023

40,224

—

ACI Group Holdings, Inc.

Revolver

8/2/2027

11,567

(231)

ADCS Clinics Intermediate Holdings, LLC

Delayed Draw Term Loan

5/7/2023

3,196

—

ADCS Clinics Intermediate Holdings, LLC

Revolver

5/7/2027

1,301

(26)

AGI-CFI Holdings, Inc.

Delayed Draw Term Loan

6/11/2023

22,700

—

Albireo Energy, LLC

Delayed Draw Term Loan

6/23/2022

33,799

—

Alera Group, Inc.

Delayed Draw Term Loan

9/30/2028

830

—

Ascend Buyer, LLC

Revolver

9/30/2027

1,940

(39)

AxiomSL Group, Inc.

Delayed Draw Term Loan

12/3/2027

2,949

(59)

AxiomSL Group, Inc.

Revolver

12/3/2025

3,221

(64)

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments September 30, 2021 (in thousands) (Unaudited)

Investments—non-controlled/non-affiliated

Commitment Type

Commitment
Expiration Date

Unfunded
Commitment

Fair
Value

First and Second Lien Debt (continued)

Barbri , Inc.

Delayed Draw Term Loan

4/28/2023

18,834

—

Bazaarvoice, Inc.

Delayed Draw Term Loan

11/7/2022

38,288

—

Bazaarvoice, Inc.

Revolver

5/7/2026

28,662

—

Benefytt Technologies, Inc.

Delayed Draw Term Loan

8/12/2023

2,985

(30)

Cambium Learning Group, Inc.

Revolver

7/20/2028

43,592

—

Canadian Hospital Specialties Ltd.

Delayed Draw Term Loan

4/14/2023

5,754

—

Canadian Hospital Specialties Ltd.

Revolver

4/14/2027

2,877

—

Capstone Logistics, LLC

Delayed Draw Term Loan

11/12/2027

547

—

Clearview Buyer, Inc.

Delayed Draw Term Loan

8/26/2024

3,668

—

Clearview Buyer, Inc.

Revolver

2/26/2027

898

(18)

Connatix Buyer, Inc.

Delayed Draw Term Loan

7/14/2023

10,900

(109)

Connatix Buyer, Inc.

Revolver

7/14/2027

4,888

—

COP Home Services TopCo IV, Inc.

Revolver

12/31/2025

1,608

—

Cumming Group, Inc.

Delayed Draw Term Loan

5/26/2027

2,209

—

Cumming Group, Inc.

Revolver

5/26/2027

4,475

—

Dana Kepner Company, LLC

Delayed Draw Term Loan

12/29/2021

26,920

—

DCA Investment Holdings, LLC

Delayed Draw Term Loan

3/12/2023

5,142

—

Emergency Power Holdings, LLC

Delayed Draw Term Loan

8/17/2023

18,700

—

Episerver, Inc.

Revolver

4/9/2026

2,064

(31)

Experity, Inc.

Revolver

7/22/2027

948

(19)

Frontline Road Safety, LLC - A

Delayed Draw Term Loan

5/3/2027

3,419

—

Frontline Road Safety, LLC - B

Delayed Draw Term Loan

5/3/2022

26,351

—

Galway Borrower, LLC

Delayed Draw Term Loan

9/30/2023

50,886

(509)

Galway Borrower, LLC

Revolver

9/30/2027

19,017

(380)

GCX Corporation Buyer, LLC

Delayed Draw Term Loan

9/13/2023

7,500

—

GI Consilio Parent, LLC

Revolver

5/14/2026

4,200

—

GraphPAD Software, LLC

Revolver

4/27/2027

1,593

—

Gruden Acquisition, Inc.

Delayed Draw Term Loan

7/1/2023

3,750

(47)

Gruden Acquisition, Inc.

Revolver

7/1/2026

3,000

(75)

Healthcomp Holding Company, LLC

Delayed Draw Term Loan

4/27/2022

20,754

(259)

Helix TS, LLC

Delayed Draw Term Loan

8/3/2023

21,052

—

HIG Orca Acquisition Holdings, Inc.

Delayed Draw Term Loan

8/17/2023

6,210

(62)

HIG Orca Acquisition Holdings, Inc.

Revolver

8/17/2027

2,591

—

High Street Buyer, Inc. - B

Delayed Draw Term Loan

4/16/2028

3,579

(451)

High Street Buyer, Inc.

Revolver

4/16/2027

24,797

(45)

IG Investments Holdings, LLC

Revolver

9/22/2027

3,583

(72)

Integrity Marketing Acquisition, LLC

Delayed Draw Term Loan

8/27/2025

62,530

—

Jayhawk Buyer, LLC

Delayed Draw Term Loan

10/15/2021

6,652

—

Jones Deslauriers Insurance Management, Inc.

Delayed Draw Term Loan

3/28/2022

15,248

—

Jones Deslauriers Insurance Management, Inc. (2nd Lien)

Delayed Draw Term Loan

3/28/2022

2,441

—

L&S Mechanical Acquisition, LLC

Delayed Draw Term Loan

9/1/2022

4,088

—

LD Lower Holdings, Inc.

Delayed Draw Term Loan

2/8/2023

19,979

—

Linquest Corp.

Delayed Draw Term Loan

1/27/2023

4,975

(50)

Lytx, Inc.

Delayed Draw Term Loan

2/28/2022

11,174

—

Mandolin Technology Intermediate Holdings, Inc.

Revolver

7/30/2026

1,200

—

Material Holdings, LLC

Delayed Draw Term Loan

8/19/2023

3,533

—

Material Holdings, LLC

Revolver

8/17/2027

1,766

(35)

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments September 30, 2021 (in thousands) (Unaudited)

Investments—non-controlled/non-affiliated

Commitment Type

Commitment
Expiration Date

Unfunded
Commitment

Fair
Value

First and Second Lien Debt (continued)

Maverick Acquisition, Inc.

Delayed Draw Term Loan

6/1/2023

8,715

(87)

MHE Intermediate Holdings, LLC

Delayed Draw Term Loan

7/21/2023

382

—

MHE Intermediate Holdings, LLC

Revolver

7/21/2027

268

(5)

MRI Software, LLC

Delayed Draw Term Loan

1/31/2022

829

—

MRI Software, LLC

Revolver

2/10/2026

1,516

—

Navigator Acquiror, Inc.

Delayed Draw Term Loan

7/16/2023

65,988

—

NDC Acquisition Corp.

Revolver

3/9/2027

2,697

—

NMC Crimson Holdings, Inc.

Delayed Draw Term Loan

3/1/2023

31,400

(471)

Omni Intermediate Holdings, LLC

Revolver

12/30/2025

188

—

Porcelain Acquisition Corp.

Delayed Draw Term Loan

4/30/2022

22,627

(665)

Progress Residential PM Holdings, LLC

Delayed Draw Term Loan

2/16/2022

16,623

—

Qualus Power Services Corp.

Delayed Draw Term Loan

3/26/2023

12,359

—

R1 Holdings, LLC

Delayed Draw Term Loan

4/19/2022

12,341

—

Radwell International, LLC

Delayed Draw Term Loan

7/13/2023

9,740

—

Radwell International, LLC

Revolver

7/13/2027

7,906

—

Red River Technology, LLC

Delayed Draw Term Loan

5/26/2023

31,888

—

Relativity ODA, LLC

Revolver

5/12/2027

3,292

(82)

Relay Purchaser, LLC

Revolver

8/30/2026

7,143

(71)

Roadsafe Holdings, Inc.

Delayed Draw Term Loan

10/19/2021

28,317

(283)

Safety Borrower Holdings LP

Delayed Draw Term Loan

9/1/2022

932

—

Safety Borrower Holdings LP

Revolver

9/1/2027

373

(4)

Sam Holding Co, Inc.

Delayed Draw Term Loan

9/24/2023

34,000

—

Sam Holding Co, Inc.

Revolver

3/24/2027

6,000

(120)

Sciens Building Solutions, LLC

Delayed Draw Term Loan

6/1/2027

14,427

—

Sciens Building Solutions, LLC

Revolver

6/1/2027

5,850

(73)

SEKO Global Logistics Network, LLC

Delayed Draw Term Loan

12/30/2022

800

(11)

SEKO Global Logistics Network, LLC

Revolver

12/30/2026

346

—

Snoopy Bidco, Inc.

Delayed Draw Term Loan

6/1/2023

17,440

—

SpecialtyCare, Inc.

Delayed Draw Term Loan

9/18/2021

1,260

—

SpecialtyCare, Inc.

Revolver

6/18/2026

1,047

—

Spitfire Parent, Inc.

Delayed Draw Term Loan

9/4/2022

14,755

(148)

Tailwind Colony Holding Corporation

Delayed Draw Term Loan

2/10/2022

7,584

—

TCFI AEVEX, LLC

Delayed Draw Term Loan

12/31/2021

1,579

—

TCFI AEVEX, LLC

Delayed Draw Term Loan

12/31/2021

30,445

(304)

Tennessee Bidco Limited

Delayed Draw Term Loan

8/3/2028

57,134

—

Trinity Air Consultants Holdings Corp.

Delayed Draw Term Loan

6/29/2023

24,085

(241)

Trinity Air Consultants Holdings Corp.

Revolver

6/29/2027

6,881

—

Triple Lift, Inc.

Revolver

5/6/2028

7,698

(154)

TRP Infrastructure Services, LLC

Delayed Draw Term Loan

1/9/2023

7,101

(71)

USALCO, LLC

Delayed Draw Term Loan

6/1/2022

11,295

(282)

Westland Insurance Group LTD

Delayed Draw Term Loan

7/5/2022

17,767

—

WHCG Purchaser III, Inc.

Delayed Draw Term Loan

6/22/2023

21,890

(219)

WHCG Purchaser III, Inc.

Revolver

6/22/2026

6,723

(134)

Total Unfunded Commitments

1,243,185

(6,036)

(8)There are no interest rate floors on these investments.

(9)The interest rate floor on these investments as of September 30, 2021 was 0.50%.

(10)The interest rate floor on these investments as of September 30, 2021 was 0.75%.

(11)The interest rate floor on these investments as of September 30, 2021 was 1.00%.

(12)The interest rate floor on these investments as of September 30, 2021 was 1.25%.

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments September 30, 2021 (in thousands) (Unaudited)

(13)The interest rate floor on these investments as of September 30, 2021 was 1.50%.

(14)Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of September 30, 2021, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of September 30, 2021, the Company’s non-controlled/affiliated investments were as follows:


	Fair value as of December 31, 2020		Gross Additions		Gross Reductions		Change in Unrealized Gains (Losses)		Fair value as of September 30, 2021		Dividend and Interest Income
Non-controlled/Affiliated Investments
Blackstone Donegal Holdings LP	$	—	$	26,608	$	—	$	501	$	27,109	$	—
Total	$	—	$	26,608	$	—	$	501	$	27,109	$	—

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2020 (in thousands)


Investments—non-controlled/non-affiliated (1)	Reference Rate and Spread	Interest Rate (2)	Maturity Date	Par Amount/Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt
Aerospace & Defense
Corfin Holdings, Inc. (4)(9)	L + 6.00%	7.00%	2/5/2026	$	203,463	$	200,008	$	202,954	6.21	%
MAG DS Corp (9)	L + 5.50%	6.50%	4/1/2027	87,607		79,610		83,884		2.57
TCFI AEVEX, LLC (4)(7)(9)	L + 6.00%	7.00%	3/18/2026	102,020		100,089		100,868		3.09
						379,707		387,706		11.87
Air Freight & Logistics
Livingston International Inc. (4)(6)(9)	L + 5.75%	6.75%	4/30/2026	122,138		118,447		121,527		3.72
Mode Purchaser, Inc. (4)(9)	L + 6.25%	7.25%	12/9/2026	176,988		173,986		171,235		5.24
Omni Intermediate Holdings, LLC (4)(5)(7)(9)	L + 5.00%	6.00%	12/30/2026	5,000		4,875		4,875		0.15
Omni Intermediate Holdings, LLC - Revolving Term Loan (4)(5)(7)(9)	L + 5.00%	6.00%	12/30/2025	42		28		28		—
R1 Holdings, LLC (4)(7)(9)	L + 6.00%	7.06%	1/2/2026	57,669		56,856		57,093		1.75
						354,192		354,758		10.86
Building Products
Jacuzzi Brands, LLC (4)(9)	L + 6.50%	7.50%	2/25/2025	99,228		97,922		95,755		2.93
Latham Pool Products, Inc. (8)	L + 6.00%	6.15%	6/18/2025	49,193		47,888		49,117		1.50
Lindstrom, LLC (4)(9)	L + 6.25%	7.25%	4/7/2025	129,650		127,891		127,057		3.89
The Wolf Organization, LLC (4)(9)	L + 6.50%	7.50%	9/3/2026	95,750		94,204		96,707		2.96
Windows Acquisition Holdings, Inc. (4)(5)(9)	L + 6.50%	7.50%	12/29/2026	62,996		61,737		61,736		1.89
Windows Acquisition Holdings, Inc. - Revolving Term Loan (4)(5)(7)(9)	L + 6.50%	7.50%	12/29/2025	4,620		4,620		4,620		0.14
						434,262		434,992		13.31
Capital Markets
Advisor Group Holdings, Inc. (8)	L + 5.00%	5.15%	7/31/2026	6,430		5,981		6,390		0.20
Chemicals
DCG Acquisition Corp. (4)(7)(9)	L + 7.50%	8.50%	9/30/2026	39,800		38,886		39,402		1.21
LSF11 Skyscraper US Bidco 2, LLC (4)(6)(9)	L + 5.50%	6.50%	9/29/2027	106,878		101,786		106,344		3.25
LSF11 Skyscraper Holdco S.à r.l, LLC (4)(6)(9)	L + 5.50%	6.50%	9/29/2027	335		319		334		0.01
Polymer Additives, Inc. (8)	L + 6.00%	6.21%	7/31/2025	29,452		28,400		24,726		0.76
USALCO, LLC (4)(7)(10)	L + 7.25%	8.50%	6/1/2026	166,751		162,734		168,553		5.16
USALCO, LLC (4)(9)	L + 6.50%	7.50%	6/1/2026	35,693		34,979		34,979		1.07
VDM Buyer, Inc. (4)(8)	L + 6.75%	6.97%	4/22/2025	€	24,023	26,651		28,512		0.87
VDM Buyer, Inc. (4)(8)	L + 6.75%	6.97%	4/22/2025	63,089		62,184		61,197		1.87
						455,939		464,046		14.20

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2020 (in thousands)


Investments—non-controlled/non-affiliated (1)	Reference Rate and Spread	Interest Rate (2)	Maturity Date	Par Amount/Units	Cost (3)	Fair Value	Percentage of Net Assets
First Lien Debt (continued)
Commercial Services & Supplies
Veregy Consolidated, Inc. (9)	L + 6.00%	7.00%	11/3/2027	20,000	19,413	19,850	0.61
JSS Holdings, Inc. (4)(9)	L + 6.25%	7.25%	12/17/2027	327,174	322,295	322,266	9.86
The Action Environmental Group, Inc. (4)(7)(10)	L + 6.00%	7.25%	1/16/2026	118,275	116,101	113,544	3.47
					457,809	455,660	13.94
Construction & Engineering
Brand Industrial Services, Inc. (9)	L + 4.25%	5.25%	6/21/2024	7,884	7,317	7,706	0.24
COP Home Services TopCo IV, Inc. (4)(5)(7)(9)	L + 5.00%	6.00%	12/31/2027	16,162	15,482	15,482	0.47
IEA Energy Services, LLC (8)	L + 6.75%	7.00%	9/25/2024	30,517	29,556	30,466	0.93
					52,355	53,654	1.64
Distributors
Bution Holdco 2, Inc. (4)(9)	L + 6.25%	7.25%	10/17/2025	123,438	121,467	120,969	3.70
Dana Kepner Company, LLC (4)(7)(9)	L + 6.25%	7.25%	12/29/2026	71,667	70,236	70,234	2.15
EIS Buyer, LLC (4)(11)	L + 6.25%	7.75%	9/30/2025	81,984	80,687	79,524	2.43
Fastlane Parent Company, Inc. (8)	L + 4.50%	4.65%	2/4/2026	12,481	12,285	12,450	0.38
PSS Industrial Group Corp. (11)	L + 6.00%	7.50%	4/10/2025	56,162	53,161	39,875	1.22
SEKO Global Logistics Network, LLC (4)(5)(7)(9)	L + 5.00%	6.00%	12/30/2026	4,700	4,609	4,608	0.14
Tailwind Colony Holding Corporation (4)(9)	L + 7.50%	8.50%	11/13/2024	33,045	32,698	31,971	0.98
Unified Door & Hardware Group, LLC (4)(9)	L + 6.25%	7.25%	6/30/2025	91,063	89,440	91,063	2.79
					464,583	450,695	13.79
Diversified Financial Services
SelectQuote, Inc. (4)(9)	L + 6.00%	7.00%	11/5/2024	59,714	58,153	60,311	1.85
Electrical Equipment
Shoals Holdings, LLC (4)(9)	L + 3.25%	4.25%	11/25/2026	149,687	145,982	145,944	4.47
Electronic Equipment, Instruments & Components
Albireo Energy, LLC (4)(5)(7)(9)	L + 6.00%	7.00%	12/23/2026	111,978	108,911	108,899	3.34
Convergeone Holdings, Inc. (8)	L + 5.00%	5.15%	1/4/2026	14,617	14,187	13,849	0.42
					123,098	122,748	3.76
Energy Equipment & Services
Abaco Energy Technologies, LLC (4)(11)	L + 7.00%	8.50%	10/4/2024	58,246	56,934	53,877	1.65
Tetra Technologies, Inc. (4)(6)(9)	L + 6.25%	7.25%	9/10/2025	23,296	23,174	21,666	0.66
					80,108	75,543	2.31
Health Care Equipment & Supplies
Lifescan Global Corporation (8)	L + 6.00%	6.23%	10/1/2024	5,797	5,633	5,537	0.17
Surgical Specialties Corp (US) Inc. (4)(6)(8)	L + 5.00%	5.25%	5/7/2025	32,998	32,036	32,997	1.01
					37,669	38,535	1.18

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2020 (in thousands)


Investments—non-controlled/non-affiliated (1)	Reference Rate and Spread	Interest Rate (2)	Maturity Date	Par Amount/Units	Cost (3)	Fair Value	Percentage of Net Assets
First Lien Debt (continued)
Health Care Providers & Services
Epoch Acquisition, Inc. (4)(9)	L + 6.75%	7.75%	10/4/2024	24,813	24,598	24,689	0.76
Healthcomp Holding Company, LLC (4)(5)(7)(9)	L + 6.00%	7.00%	10/27/2026	87,300	84,901	84,827	2.60
Jayhawk Buyer, LLC (4)(7)(9)	L + 5.75%	6.75%	10/15/2026	107,884	105,283	105,187	3.22
Monroe Capital Holdings, LLC (4)(7)(9)	L + 6.75%	7.75%	9/8/2026	107,359	105,317	106,286	3.25
Odyssey Holding Company, LLC (4)(9)	L + 5.75%	6.75%	11/16/2025	18,898	18,680	18,898	0.58
The GI Alliance Management, LLC (4)(7)(9)	L + 6.25%	7.25%	11/4/2024	189,409	184,953	180,127	5.51
					523,732	520,014	15.92
Health Care Technology
Edifecs, Inc. (4)(9)	L + 7.50%	8.50%	9/21/2026	263,008	256,739	259,063	7.93
Project Ruby Ultimate Parent Corp (4)(9)	L + 4.25%	5.25%	2/9/2024	30,000	29,550	30,075	0.92
					286,289	289,138	8.85
Hotels, Restaurants & Leisure
Excel Fitness Holdings, Inc (9)	L + 5.25%	6.25%	10/7/2025	46,588	44,918	42,939	1.31
Industrial Conglomerates
Tailwind Smith Cooper Intermediate Corporation (8)	L + 5.00%	5.15%	5/28/2026	30,682	29,746	29,190	0.89
Insurance
Integrity Marketing Acquisition, LLC (4)(5)(7)(9)	L + 6.25%	7.25%	8/27/2025	32,651	31,962	31,902	0.98
SG Acquisition, Inc. (4)(8)	L + 5.75%	5.90%	1/27/2027	102,895	101,111	101,352	3.10
					133,073	133,254	4.08
Interactive Media & Services
Bungie, Inc. (4)(9)	L + 6.25%	7.25%	8/28/2024	47,200	46,683	47,200	1.44
Internet & Direct Marketing Retail
Shutterfly, Inc. (9)	L + 6.00%	7.00%	9/25/2026	26,457	24,488	26,386	0.81
Donuts, Inc. (4)(7)(9)	L + 6.00%	7.00%	12/29/2026	381,538	373,918	373,908	11.44
					398,405	400,294	12.25
IT Services
Ahead Data Blue, LLC (9)	L + 5.00%	6.00%	10/13/2027	13,207	12,180	13,025	0.40
Park Place Technologies, LLC (9)	L + 5.00%	6.00%	11/10/2027	45,000	43,232	43,350	1.33
					55,412	56,375	1.73
Machinery
Apex Tool Group, LLC (10)	L + 5.25%	6.50%	8/1/2024	53,301	52,194	52,845	1.62
Oil, Gas & Consumable Fuels
Eagle Midstream Canada Finance, Inc (4)(6)(11)	L + 6.25%	7.75%	11/26/2024	150,862	149,099	148,599	4.55
Paper & Forest Products
Pixelle Specialty Solutions, LLC (9)	L + 6.50%	7.50%	10/31/2024	14,380	14,146	14,373	0.44
Personal Products
Paula's Choice Holdings, Inc. (4)(9)	L + 6.25%	7.25%	11/17/2025	55,000	53,523	53,488	1.64

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2020 (in thousands)


Investments—non-controlled/non-affiliated (1)	Reference Rate and Spread	Interest Rate (2)	Maturity Date	Par Amount/Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Professional Services
APFS Staffing Holdings, Inc. (8)	L + 4.75%	4.90%	4/15/2026	18,201		17,922		17,916		0.55
GI Revelation Acquisition LLC (8)	L + 5.00%	5.15%	4/16/2025	32,163		29,987		31,681		0.97
Minotaur Acquisition, Inc. (8)	L + 5.00%	5.15%	3/27/2026	33,180		31,782		32,641		1.00
Titan Investment Company, Inc. (4)(5)(8)	L + 5.75%	5.99%	3/20/2027	42,892		40,812		42,356		1.30
VT Topco, Inc. (8)	L + 3.50%	3.65%	8/1/2025	4,866		4,562		4,811		0.15
						125,065		129,405		3.97
Software
LD Intermediate Holdings, Inc. (4)(9)	L + 5.88%	6.88%	12/9/2022	17,105		16,633		17,041		0.52
MRI Software, LLC (4)(5)(7)(9)	L + 5.50%	6.50%	2/10/2026	22,329		22,081		22,220		0.68
PaySimple, Inc. (4)(7)(8)	L + 5.50%	5.65%	8/23/2025	53,058		51,710		51,824		1.58
Vero Parent, Inc. (9)	L + 6.00%	7.00%	8/16/2024	45,528		41,661		45,598		1.40
						132,085		136,683		4.18
Specialty Retail
CustomInk, LLC (4)(9)	L + 6.21%	7.21%	5/3/2026	133,125		131,139		130,130		3.98
Spencer Spirit Holdings, Inc. (8)	L + 6.00%	6.15%	6/19/2026	45,037		42,941		44,896		1.38
						174,080		175,026		5.36
Technology Hardware, Storage & Peripherals
Deliver Buyer, Inc. (4)(9)	L + 6.25%	7.25%	5/1/2024	49,875		48,564		50,187		1.54
Electronics For Imaging, Inc. (8)	L + 5.00%	5.15%	7/23/2026	34,650		32,723		29,788		0.90
Lytx, Inc. (4)(7)(9)	L + 6.00%	7.00%	2/28/2026	69,313		68,327		69,146		2.12
						149,614		149,121		4.56
Trading Companies & Distributors
The Cook & Boardman Group, LLC (9)	L + 5.75%	6.75%	10/17/2025	50,233		49,859		48,035		1.47
Transportation Infrastructure
Capstone Logistics, LLC (5)(7)(9)	L + 4.75%	5.75%	11/12/2027	3,053		3,020		3,094		0.09
Spireon, Inc. (4)(9)	L + 6.50%	7.50%	10/4/2024	22,961		22,780		22,847		0.70
						25,800		25,941		0.79
Total First Lien Debt						$	5,493,561	$	5,502,899	168.40	%
Second Lien Debt
Construction & Engineering
COP Home Services TopCo IV, Inc. (4)(5)(9)	L + 8.75%	9.75%	12/31/2028	$	6,061	$	5,925	$	5,925	0.18	%
Health Care Technology
Project Ruby Ultimate Parent Corp (4)(5)(9)	L + 8.25%	9.25%	2/10/2025	17,900		17,542		18,079		0.55
IT Services
WEB.COM Group, Inc. (8)	L + 7.75%	7.90%	10/9/2026	15,098		14,485		14,488		0.45
Software
Epicor Software Corp. (5)(9)	L + 7.75%	8.75%	7/31/2028	11,186		11,027		11,707		0.36
Total Second Lien Debt						$	48,979	$	50,199	1.54	%

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Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2020 (in thousands)


Investments—non-controlled/non-affiliated (1)	Reference Rate and Spread	Interest Rate (2)	Maturity Date	Par Amount/Units	Cost (3)		Fair Value		Percentage of Net Assets
Warrants
Software
Mermaid EquityCo L.P. - Class B Units (4)				4,550,697	$	865	$	865	0.03	%
Total Warrants					$	865	$	865	0.03	%
Equity
Aerospace & Defense
Corfin Holdco, Inc. - Common Stock (4)				2,137,866	$	4,767	$	4,767	0.15	%
Air Freight & Logistics
Mode Holdings, L.P. - Class A-2 Common Units (4)				5,486,923	5,487		5,487		0.17
Distributor
EIS Acquisition Holdings, LP - Class A Common Units (4)				7,519	1,773		1,873		0.06
Software
Mermaid EquityCo L.P. - Class A-2 Common Units (4)				14,849,355	14,850		14,849		0.45
Specialty Retail
CustomInk, LLC - Series A Preferred Units (4)				384,520	5,200		5,003		0.15
Total Equity Investments					$	32,077	$	31,979	0.98	%
Total Investment Portfolio					$	5,575,482	$	5,585,942	170.94	%
Cash and Cash Equivalents
State Street Institutional U.S. Government Money Market Fund					$	29,427	$	29,427	0.90	%
Other Cash and Cash Equivalents					188,566		188,566		5.77
Total Cash and Cash Equivalents					$	217,993	$	217,993	6.67	%
Total Portfolio Investments, Cash and Cash Equivalents					$	5,793,475	$	5,803,935	177.61	%

(1)Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2020, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2020, the Company is not an “affiliated person” of any of its portfolio companies. The total par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Each of the Company’s investments is pledged as collateral, under one or more of its credit facilities unless otherwise indicated.

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”) or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2020. As of December 31, 2020, the reference rates for our variable rate loans were the 30-day L at 0.14%, the 90-day L at 0.24% and the 180-day L at 0.26% and P at 3.25%. Variable rate loans typically include an interest reference rate floor feature, which is generally 1.00%. As of December 31, 2020, 88.0% of the debt portfolio at fair value had an interest rate floor above zero.

(4)These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board (see Note 2 and Note 5), pursuant to the Company’s valuation policy.

(6)The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2020, non-qualifying assets represented 9.7% of total assets as calculated in accordance with regulatory requirements.

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Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2020 (in thousands)


Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
First Lien Debt
Albireo Energy, LLC - Delayed Draw A	Delayed Draw Term Loan	2/21/2021	$	25,404	$	(254)
Albireo Energy, LLC - Delayed Draw B	Delayed Draw Term Loan	6/23/2022	45,043		(450)
Albireo Energy, LLC	Revolver	12/23/2026	9,009		(135)
Capstone Logistics, LLC	Delayed Draw Term Loan	11/12/2027	547		—
COP Home Services TopCo IV, Inc.	Delayed Draw Term Loan	12/31/2022	3,328		(92)
COP Home Services TopCo IV, Inc.	Revolver	12/31/2025	1,941		(63)
Dana Kepner Company, LLC	Delayed Draw Term Loan	12/29/2021	29,861		—
DCG Acquisition Corporation	Delayed Draw Term Loan	6/30/2021	50,000		—
Donuts, Inc.	Revolver	12/29/2026	10,598		—
Healthcomp Holding Company, LLC	Delayed Draw Term Loan	4/27/2022	23,280		(291)
Integrity Marketing Acquisition, LLC	Delayed Draw Term Loan	2/7/2022	17,267		—
Jayhawk Buyer, LLC	Delayed Draw Term Loan	10/15/2021	25,173		—
Lytx, Inc.	Delayed Draw Term Loan	2/28/2022	16,761		(168)
Monroe Capital Holdings, LLC	Delayed Draw Term Loan	6/8/2022	22,269		—
MRI Software, LLC	Delayed Draw Term Loan	1/31/2022	6,055		(15)
MRI Software, LLC	Revolver	2/10/2026	1,516		(38)
Omni Intermediate Holdings, LLC	Delayed Draw Term Loan	12/30/2021	3,250		—
Omni Intermediate Holdings, LLC	Revolver	12/30/2025	514		—
PaySimple, Inc.	Delayed Draw Term Loan	8/23/2025	8,652		—
R1 Holdings, LLC	Delayed Draw Term Loan	1/2/2021	6,851		—
SEKO Global Logistics Network, LLC	Delayed Draw Term Loan	12/30/2022	800		(12)
SEKO Global Logistics Network, LLC	Revolver	12/30/2026	600		(9)
TCFI AEVEX, LLC	Delayed Draw Term Loan	12/31/2021	13,158		(132)
The Action Environmental Group, Inc.	Delayed Draw Term Loan	4/16/2021	7,992		—
The GI Alliance Management, LLC	Delayed Draw Term Loan	5/3/2022	85,236		(852)
USALCO, LLC	Delayed Draw Term Loan	6/1/2022	11,295		(282)
Windows Acquisition Holdings, Inc.	Revolver	12/29/2025	5,880		—
Total First Lien Debt Unfunded Commitments			$	432,280	$	(2,793)

(8)There are no interest rate floors on these investments.

(9)The interest rate floor on these investments as of December 31, 2020 was 1.00%.

(10)The interest rate floor on these investments as of December 31, 2020 was 1.25%.

(11)The interest rate floor on these investments as of December 31, 2020 was 1.50%.

The accompanying notes are an integral part of these consolidated financial statements.

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Blackstone Secured Lending Fund

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except per share data, percentages and as otherwise noted)

Note 1. Organization

Blackstone Secured Lending Fund (together with its consolidated subsidiaries, the “Company”), is a Delaware statutory trust formed on March 26, 2018, and structured as an externally managed, non-diversified closed-end investment company. On October 26, 2018, the Company elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, the Company elected to be treated for U.S. federal income tax purposes, as a regulated investment company (“RIC”), as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company also intends to continue to comply with the requirements prescribed by the Code in order to maintain tax treatment as a RIC.

The Company’s investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. The Company seeks to achieve its investment objective primarily through originated loans and other securities, including syndicated loans, of private U.S. companies, typically in the form of first lien senior secured and unitranche loans (including first out/last out loans), and to a lesser extent, second lien, third lien, unsecured and subordinated loans and other debt and equity securities.

The Company is externally managed by Blackstone Credit BDC Advisors LLC (the “Adviser”). Blackstone Alternative Credit Advisors LP (the “Administrator” and, collectively with its affiliates in the credit-focused business of Blackstone Inc. ("Blackstone"), “Blackstone Credit,” which, for the avoidance of doubt, excludes Harvest Fund Advisors LLC and Blackstone Insurance Solutions) provides certain administrative and other services necessary for the Company to operate pursuant to an administration agreement (the “Administration Agreement”). Blackstone Credit is part of the credit-focused platform of Blackstone and is the primary part of its credit reporting segment.

The Company previously conducted a private offering (the “Private Offering”) of its common shares of beneficial interest (i) to accredited investors, as defined in Regulation D under the Securities Act of 1933, as amended (the “1933 Act”), and (ii) in the case of shares sold outside the United States, to persons that are not “U.S. persons,” as defined in Regulation S under the 1933 Act, in reliance on exemptions from the registration requirements of the 1933 Act. At each closing of the Private Offering, each investor made a capital commitment (“Capital Commitment”) to purchase shares of the beneficial interest of the Company pursuant to a subscription agreement entered into with the Company. Investors were required to fund drawdowns to purchase the Company’s shares up to the amount of their Capital Commitments on as as-needed basis each time the Company delivered a notice to investors.

On October 31, 2018, the Company began its initial period of closing of capital commitments ("Initial Closing Period") which ended on October 31, 2020. The Company commenced its loan origination and investment activities on November 20, 2018, the date of receipt of the initial drawdown from investors in the Private Offering (the "Initial Drawdown Date"). On September 8, 2021, the Company closed on its final outstanding Capital Commitments.

Effective on December 10, 2020, the Company changed its name from “Blackstone / GSO Secured Lending Fund" to “Blackstone Secured Lending Fund”.

On October 28, 2021, the Company closed its initial public offering (“IPO”), issuing 9,180,000 of its common shares of beneficial interest at a public offering price of $26.15 per share. Net of underwriting fees, the Company received net cash proceeds, before offering expenses, of $230.6 million. On November 4, 2021, the underwriters exercised their option to purchase an additional 1,377,000 shares of common shares, which resulted in net cash proceeds, before offering expenses, of $33.8 million. The Company’s common shares began trading on the NYSE under the symbol “BXSL” on October 28, 2021.

Note 2. Significant Accounting Policies

Basis of Presentation

The consolidated financial statements have been prepared on the accrual basis of accounting in accordance with U.S. GAAP. As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards

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Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”). U.S. GAAP for an investment company requires investments to be recorded at fair value.

The interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 6 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of the consolidated financial statements for the interim period presented, have been included. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, 2021. All intercompany balances and transactions have been eliminated.

Certain prior period information has been reclassified to conform to the current period presentation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Such amounts could differ from those estimates and such differences could be material. Assumptions and estimates regarding the valuation of investments involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements.

Consolidation

As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the results of the Company’s wholly-owned subsidiaries.

As of September 30, 2021, the Company's consolidated subsidiaries were BGSL Jackson Hole Funding LLC (“Jackson Hole Funding”), BGSL Breckenridge Funding LLC (“Breckenridge Funding”), BGSL Big Sky Funding LLC ("Big Sky Funding") and BGSL Investments LLC ("BGSL Investments").

Cash and Cash Equivalents

Cash and cash equivalents consist of demand deposits and highly liquid investments, such as money market funds, with original maturities of three months or less. Cash and cash equivalents are carried at cost, which approximates fair value. The Company deposits its cash and cash equivalents with financial institutions and, at times, may exceed the Federal Deposit Insurance Corporation insured limit.

Investments

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.

The Company is required to report its investments for which current market values are not readily available at fair value. The Company values its investments in accordance with FASB ASC 820, Fair Value Measurements (“ASC 820”), which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. ASC 820 prioritizes the use of observable market prices derived from such prices over entity-specific inputs. Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See “– Note 5. Fair Value Measurements.”

Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. The Company utilizes mid-market pricing (i.e., mid-point of average bid and ask prices) to value these investments. These market quotations are obtained from independent pricing services, if available; otherwise from at least two principal market makers or primary market dealers. To assess the continuing appropriateness of pricing sources and methodologies, the

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Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. The Adviser does not adjust the prices unless it has a reason to believe market quotations are not reflective of the fair value of an investment. Examples of events that would cause market quotations to not reflect fair value could include cases when a security trades infrequently or not at all, causing a quoted purchase or sale price to become stale, or in the event of a “fire sale” by a distressed seller. All price overrides require approval from the Board.

Where prices or inputs are not available or, in the judgment of the Board, not reliable, valuation techniques based on the facts and circumstances of the particular investment will be utilized. Securities that are not publicly traded or for which market prices are not readily available are valued at fair value as determined in good faith by the Board, based on, among other things, the input of the Adviser, the Audit Committee of the Board (the “Audit Committee”) and independent valuation firms engaged on the recommendation of the Adviser and at the direction of the Board. These valuation approaches involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments’ complexity.

The Company’s Board undertakes a multi-step valuation process each quarter in connection with determining the fair value of the Company’s investments for which reliable market quotations are not readily available, or are available but deemed not reflective of the fair value of an investment, which includes, among other procedures, the following:

•The valuation process begins with each investment being preliminarily valued by the Adviser’s valuation team in conjunction with the Adviser’s investment professionals responsible for each portfolio investment;

•In addition, independent valuation firms engaged by the Board prepare quarter-end valuations of such investments except de minimis investments, as determined by the Adviser. The independent valuation firms provide a final range of values on such investments to the Board and the Adviser. The independent valuation firms also provide analyses to support their valuation methodology and calculations;

•The Adviser's Valuation Committee reviews each valuation recommendation to confirm they have been calculated in accordance with the valuation policy and compares such valuations to the independent valuation firms’ valuation ranges to ensure the Adviser’s valuations are reasonable;

•The Adviser's Valuation Committee makes valuation recommendations to the Audit Committee;

•The Audit Committee reviews the valuation recommendations made by the Adviser's Valuation Committee, including the independent valuation firms' quarterly valuations, and once approved, recommends them for approval by the Board; and

•The Board reviews the valuation recommendations of the Audit Committee and determines the fair value of each investment in the portfolio in good faith based on the input of the Audit Committee, the Adviser's Valuation Committee and, where applicable, the independent valuation firms and other external service providers.

Valuation of each of our investments will generally be made as described above as of the end of each fiscal quarter. In cases where the Company determines its net asset value ("NAV") at times other than a quarter end, the Company updates the value of securities with market quotations to the most recent market quotation. For securities without market quotations, non-quarterly valuations will generally be the most recent quarterly valuation unless the Adviser determines that a significant observable change has occurred since the most recent quarter end with respect to the investment (which determination may be as a result of a material event at a portfolio company, material change in market spreads, secondary market transaction in the securities of an investment or otherwise). If the Adviser determines such a change has occurred with respect to one or more investments, the Adviser will determine whether to update the value for each relevant investment using a range of values from an independent valuation firm, where applicable, in accordance with the Company's valuation policy, pursuant to authority delegated by the Board.

As part of the valuation process, the Board takes into account relevant factors in determining the fair value of the Company's investments for which reliable market quotations are not readily available, many of which are loans, including and in combination, as relevant, of: (i) the estimated enterprise value of a portfolio company, (ii) the nature and realizable value of any collateral, (iii) the portfolio company’s ability to make payments based on its earnings and cash flow, (iv) the markets in which the portfolio company does business, (v) a comparison of the portfolio company’s securities to any similar publicly traded securities, and (vi) overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity or debt sale occurs, the Board considers whether the pricing indicated by the external event corroborates its valuation. See “—Note 5. Fair Value Measurements.”

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The Board has and will continue to engage independent valuation firms to provide assistance regarding the determination of the fair value of the Company’s portfolio securities for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment each quarter, and the Board may reasonably rely on that assistance. However, the Board is responsible for the ultimate valuation of the portfolio investments at fair value as determined in good faith pursuant to the Company’s valuation policy and a consistently applied valuation process.

Receivables/Payables From Investments Sold/Purchased

Receivables/payables from investments sold/purchased consist of amounts receivable to or payable by the Company for transactions that have not settled at the reporting date. As of September 30, 2021 and December 31, 2020, the Company had $277.6 million and $114.5 million, respectively, of receivables for investments sold. As of September 30, 2021 and December 31, 2020, the Company had $74.7 million and $48.6 million, respectively, of payables for investments purchased.

Derivative Instruments

The Company recognizes all derivative instruments as assets or liabilities at fair value in its consolidated financial statements. Derivative contracts entered into by the Company are not designated as hedging instruments, and as a result the Company presents changes in fair value through current period gains or losses.

In the normal course of business, the Company has commitments and risks resulting from its investment transactions, which may include those involving derivative instruments. Derivative instruments are measured in terms of the notional contract amount and derive their value based upon one or more underlying instruments. While the notional amount gives some indication of the Company’s derivative activity, it generally is not exchanged, but is only used as the basis on which interest and other payments are exchanged. Derivative instruments are subject to various risks similar to non-derivative instruments including market, credit, liquidity, and operational risks. The Company manages these risks on an aggregate basis as part of its risk management process.

Foreign Currency Transactions

Amounts denominated in foreign currencies are translated into U.S. dollars on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates effective on the last business day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates prevailing on the transaction dates.

The Company includes net changes in fair values on investments held resulting from foreign exchange rate fluctuations in translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations, if any. Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.

Revenue Recognition

Interest Income

Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period. For the three and nine months ended September 30, 2021, the Company recorded $16.4 million and $41.0 million, respectively, in non-recurring interest income (e.g. prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts). For the three and nine months ended September 30, 2020, the Company recorded $7.5 million and $12.6 million, respectively, in non-recurring interest income.

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PIK Income

The Company has loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in payment-in-kind interest income in the Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to shareholders in the form of dividends, even though the Company has not yet collected cash. For the three and nine months ended September 30, 2021, the Company recorded PIK income of $1.0 million and $3.3 million, respectively. For the three and nine months ended September 30, 2020, the Company recorded PIK income of $1.3 million and $6.5 million, respectively.

Dividend Income

Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.

Fee Income

The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment, syndication and other miscellaneous fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered. For the three and nine months ended September 30, 2021, the Company recorded fee income of $0.5 million and $5.3 million, respectively. For the three and nine months ended September 30, 2020, the Company recorded fee income of $0.0 million and $0.0 million, respectively.

Non-Accrual Income

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

Organization Expenses and Offering Expenses

Costs associated with the organization of the Company were expensed as incurred, subject to the limitations discussed below. These expenses consist primarily of legal fees and other costs of organizing the Company.

Costs associated with the Private Offering of the Company’s shares are capitalized as “deferred offering costs” on the Consolidated Statements of Assets and Liabilities and amortized over a twelve-month period from incurrence, subject to the limitation below. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s continuous Private Offering of its shares. Upon the expiration of the Initial Closing Period, the Company expensed the remaining deferred offering costs. The Company will record expenses related to public equity offerings as a reduction of capital upon completion of an offering of registered securities. The costs associated with any renewals of the Company’s shelf registration statement will be expensed as incurred.

For the three and nine months ended September 30, 2021, the Company did not accrue any organization costs or offering costs. For the three and nine months ended September 30, 2020, the Company accrued offering costs of $0.4 million and $1.0 million, respectively.

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Deferred Financing Costs and Debt Issuance Costs

Deferred financing and debt issuance costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. These expenses are deferred and amortized into interest expense over the life of the related debt instrument using the straight-line method. Deferred financing costs related to revolving credit facilities are presented separately as an asset on the Company’s Statements of Assets and Liabilities. Debt issuance costs related to any issuance of installment debt or notes are presented net against the outstanding debt balance of the related security.

Income Taxes

The Company has elected to be treated as a BDC under the 1940 Act. The Company also has elected to be treated as a RIC under the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Rather, any tax liability related to income earned and distributed by the Company would represent obligations of the Company’s investors and would not be reflected in the consolidated financial statements of the Company.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.

To qualify for and maintain qualification as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its shareholders, for each taxable year, at least 90% of the sum of (i) its “investment company taxable income” for that year (without regard to the deduction for dividends paid), which is generally its ordinary income plus the excess, if any, of its realized net short-term capital gains over its realized net long-term capital losses and (ii) its net tax-exempt income.

In addition, based on the excise tax distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner in each taxable year an amount at least equal to the sum of (i) 98% of its ordinary income for the calendar year, (ii) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (iii) any income realized, but not distributed, in prior years. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed.

For the three and nine months ended September 30, 2021, the Company incurred $2.2 million and $1.9 million, respectively, of U.S. federal excise tax. For the three and nine months ended September 30, 2020, the Company incurred $0.0 million and $0.1 million, respectively, of U.S. federal excise tax.

Distributions

To the extent that the Company has taxable income available, the Company intends to make quarterly distributions to its shareholders. Distributions to shareholders are recorded on the record date. All distributions will be paid at the discretion of the Board and will depend on the Company's earnings, financial condition, maintenance of the Company's tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time.

Recent Accounting Pronouncements

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained

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through the end of the hedging relationship. The Company is currently evaluating the impact of the adoption of ASU 2020-04 and 2021-01 on its consolidated financial statements.

Note 3. Agreements and Related Party Transactions

Investment Advisory Agreement

On October 1, 2018, the Company entered into the original investment advisory agreement with the Adviser. The Adviser is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring the Company’s investments and monitoring its investments and portfolio companies on an ongoing basis.

On October 18, 2021, the Board determined to amend and restate the original investment advisory agreement (as amended and restated, the “Investment Advisory Agreement”), pursuant to which the Adviser manages the Company on a day-to-day basis. The Investment Advisory Agreement is substantially the same as the prior investment advisory agreement except, following the IPO, the incentive fee on income will be subject to a twelve-quarter lookback quarterly hurdle rate of 1.50% as opposed to a single quarter measurement and will become subject to an Incentive Fee Cap (as defined below) based on the Company’s Net Cumulative Return (as defined below). The amendment to the Investment Advisory Agreement will not result in higher fees (on a cumulative basis) payable to the Adviser than the fees that would have otherwise been payable to the Adviser under the original investment advisory agreement.

The Company pays the Adviser a fee for its services under the Investment Advisory Agreement consisting of two components: a management fee and an incentive fee. The cost of both the management fee and the incentive fee is borne by the shareholders. The initial term of the Investment Advisory Agreement was two years from October 1, 2018, and on May 6, 2020 and May 6, 2021, it was renewed and approved by the Board, including a majority of trustees who are not parties to the Investment Advisory Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) (the “Independent Trustees”), for a one-year period. On October 18, 2021, the Board approved the amended and restated Investment Advisory Agreement for an initial term ending May 31, 2022. Unless earlier terminated, the Investment Advisory Agreement will renew automatically for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of the Board and by the vote of a majority of the Independent Trustees.

The Adviser has implemented a waiver effective upon consummation of the IPO to extend the Company’s current fee structure for a period of two years. With the waiver in place, instead of having the base management fee and each incentive fee increase to 1.00% and 17.5%, respectively, following the IPO, each such fee will remain at 0.75% and 15.0% for a period of two years following the IPO (the “Waiver Period”). As a result of the fee waiver, the pre-listing management fee and incentive fee rates paid by the Company to the Adviser will not increase during the Waiver Period. Amounts waived by the Adviser are not subject to recoupment by the Adviser.

Base Management Fee

Upon completion of the IPO, the management fee pursuant to the Investment Advisory Agreement will be payable quarterly in arrears at an annual rate of 1.0% of the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters. For purposes of the Investment Advisory Agreement, gross assets means the Company’s total assets determined on a consolidated basis in accordance with U.S. GAAP, excluding undrawn commitments but including assets purchased with borrowed amounts. If the IPO occurs on a date other than the first day of a calendar quarter, the management fee will be calculated for such calendar quarter at a weighted rate calculated based on the fee rates applicable before and after the consummation of the IPO based on the number of days in such calendar quarter before and after the consummation of the IPO.

Prior to the consummation of the IPO, the management fee was 0.75% of the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters. In order to maintain the same management fee arrangement that the Company currently has in place for a period of time following the completion of the IPO, the Adviser voluntarily waived its right to receive the base management fee in excess of 0.75% of the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters during the Waiver Period. Amounts waived by the Adviser are not subject to recoupment by the Adviser.

For the three and nine months ended September 30, 2021, base management fees were $15.4 million and $40.4 million, respectively. For the three and nine months ended September 30, 2020, base management fees were $8.6 million and

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$22.6 million, respectively. As of September 30, 2021 and December 31, 2020, $15.4 million and $10.3 million, respectively, was payable to the Adviser relating to management fees.

Incentive Fees

The incentive fee consists of two components that are determined independently of each other, with the result that one component may be payable even if the other is not. One component is based on income and the other component is based on capital gains, each as described below:

(i) Income based incentive fee:

The first part of the incentive fee, an income based incentive fee, is calculated and payable quarterly in arrears based on the Company’s pre-incentive fee net investment income as defined in the Investment Advisory Agreement. Pre-incentive fee net investment income means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Company’s net assets at the end of the immediately preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee. Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities)), accrued income that the Company has not yet received in cash. Pre-incentive fee net investment income excludes any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The Company excludes the impact of expense support payments and recoupments from pre-incentive fee net investment income.

Pursuant to the Investment Advisory Agreement, the Company is required to pay an income based incentive fee of 15% prior to the consummation of the IPO and 17.5% following the consummation of the IPO, with a 1.5% hurdle and 100% catch-up. However, the Adviser has implemented a voluntary waiver with respect to the income based incentive fee. The Adviser has voluntarily waived its right to receive an income based incentive fee above 15% during the Waiver Period and amounts waived by the Adviser are not subject to recoupment by the Adviser.

Following the IPO, the Company will pay its Adviser an income based incentive fee based on its aggregate pre-incentive fee net investment income, as adjusted as described above, from the calendar quarter then ending (including the quarter in which the IPO is consummated) and the eleven preceding calendar quarters (including the quarters prior to the consummation of the IPO) (such period, the “Trailing Twelve Quarters”).

The hurdle amount for the income based incentive fee will be determined on a quarterly basis and is equal to 1.5% multiplied by the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The hurdle amount is calculated after making appropriate adjustments for issuances by the Company of common shares, including issuances pursuant to its dividend reinvestment plan and distributions that occurred during the relevant Trailing Twelve Quarters. The income based incentive fee for any partial period will be appropriately prorated.

For the income based incentive fee, the Company will pay the Adviser a quarterly incentive fee based on the amount by which (A) aggregate pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters exceeds (B) the hurdle amount for such Trailing Twelve Quarters. The amount of the excess of (A) over (B) described in this paragraph for such Trailing Twelve Quarters is referred to as the “Excess Income Amount.

The income based incentive fee for each quarter will be determined as follows:

•No income based incentive fee is payable to the Adviser for any calendar quarter for which there is no Excess Income Amount.

•The Adviser will be paid 100% of the pre-incentive fee net investment income in respect of the Trailing Twelve Quarters, if any, that exceeds the hurdle amount for such Trailing Twelve Quarters, but is less than or equal to an amount, which we refer to as the “Catch-up Amount,” determined as the sum of 1.76% (7.06% annualized) prior to the end of the Waiver Period, or 1.82% (7.27% annualized) following the Waiver Period, multiplied by the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters that is included in the calculation of the incentive fee based on income.

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•The Adviser will be paid 15% prior to the end of the Waiver Period, or 17.5% following the Waiver Period, of the pre-incentive fee net investment income in respect of the Trailing Twelve Quarters that exceeds the Catch-up Amount.

The amount of the income based incentive fee that will be paid to the Adviser for a particular quarter will equal the excess of (a) the income based incentive fee so calculated over (b) the aggregate income based incentive fee that was paid in respect of the first eleven calendar quarters included in the relevant Trailing Twelve Quarters subject to the Incentive Fee Cap as described below.

The income based incentive fee that will be paid to the Adviser for a particular quarter is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap for any quarter is an amount equal to (a) 15% prior to the end of the Waiver Period, or 17.5% following the Waiver Period, of the Cumulative Net Return (as defined below) during the relevant Trailing Twelve Quarters minus (b) the aggregate income based incentive fee that was paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters.

“Cumulative Net Return” means (x) the pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters minus (y) any Net Capital Loss (as defined below), if any, in respect of the relevant Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no income based incentive fee to the Adviser for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the income based incentive fee that is payable to the Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company will pay an income based incentive fee to the Adviser equal to the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the income based incentive fee that is payable to the Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company will pay an income based incentive fee to the Adviser equal to the incentive fee calculated as described above for such quarter without regard to the Incentive Fee Cap.

“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.

These calculations are prorated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. If the consummation of the IPO occurs on a date other than the first day of a calendar quarter, the income based incentive fee with respect to the Company’s pre-incentive fee net investment income shall be calculated for such calendar quarter at a weighted rate calculated based on the fee rates applicable before and after the consummation of the IPO based on the number of days in such calendar quarter before and after the consummation of the IPO. In no event will the amendments to the income based incentive fee to include the three year income and total return lookback features allow the Adviser to receive greater cumulative income based incentive fees under the Investment Advisory Agreement than it would have under the prior investment advisory agreement. Amounts waived by the Adviser are not subject to recoupment by the Adviser.

(ii) Capital gains based incentive fee:

Upon completion of the IPO, the second part of the incentive fee, a capital gains incentive fee, will be determined and payable in arrears as of the end of each calendar year in an amount equal to 17.5% of realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees as calculated in accordance with U.S. GAAP.

Prior to the IPO, the second part of the incentive fee, a capital gains incentive fee, will be determined and payable in arrears as of the end of each calendar year in an amount equal to 15.0% of realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees as calculated in accordance with U.S. GAAP. However, similar to the voluntary waivers referenced above, the Adviser voluntarily waived its right to receive a capital gains based incentive fee above 15% from the date of consummation of the IPO through the Waiver Period. The Company will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Adviser if the Company were to sell the relevant investment and realize a capital gain. Amounts waived by the Adviser are not subject to recoupment by the Adviser.

For the three and nine months ended September 30, 2021, the Company accrued income based incentive fees of $17.0 million and $45.1 million, respectively. For the three and nine months ended September 30, 2020, the Company accrued

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income based incentive fees of $9.8 million and $26.7 million, respectively. As of September 30, 2021 and December 31, 2020, $17.0 million and $15.3 million, respectively, was payable to the Adviser for income based incentive fees.

For the three and nine months ended September 30, 2021, the Company accrued capital gains incentive fees of $2.4 million and $14.6 million, respectively. For the three and nine months ended September 30, 2020, the Company accrued capital gains incentive fees of $0.0 million and $(4.2) million, respectively. As of September 30, 2021 and December 31, 2020, the Company had accrued capital gains incentive fees of $15.7 million and $1.1 million, respectively, none of which was payable on such dates under the Investment Advisory Agreement.

Administration Agreement

On October 1, 2018, the Company entered into an Administration Agreement with the Administrator. Under the terms of the Administration Agreement, the Administrator provides, or oversees the performance of, administrative and compliance services, including, but not limited to, maintaining financial records, overseeing the calculation of NAV, compliance monitoring (including diligence and oversight of the Company’s other service providers), preparing reports to shareholders and reports filed with the United States Securities and Exchange Commission (“SEC”), preparing materials and coordinating meetings of the Company’s Board, managing the payment of expenses and the performance of administrative and professional services rendered by others and providing office space, equipment and office services. The Administrator may also offer to provide, on the Company’s behalf, managerial assistance to the Company’s portfolio companies. The initial term of the agreement was two years from October 1, 2018, and on May 6, 2020 and May 6, 2021 it was renewed and approved by the Board and a majority of the Independent Trustees for one-year periods. Unless earlier terminated, the Administration Agreement will renew automatically for successive annual periods, provided that such continuance is approved at least annually by (i) the vote of the Board or by a majority vote of the outstanding voting securities of the Company and (ii) the vote of a majority of the Independent Trustees.

For providing these services, the Company will reimburse the Administrator for its costs, expenses and allocable portion of overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) the Company’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, information technology, operations and other non-investment professionals at the Administrator that perform duties for the Company; and (iii) any internal audit group personnel of Blackstone or any of its affiliates. The Administrator has elected to forgo any reimbursement for rent and other occupancy costs for the three and nine months ended September 30, 2021 and 2020.

For the three and nine months ended September 30, 2021, the Company incurred $0.5 million and $1.6 million, respectively, in expenses under the Administration Agreement, which were recorded in administrative service expenses in the Company’s Consolidated Statements of Operations. For the three and nine months ended September 30, 2020, the Company incurred $0.5 million and $1.6 million, respectively, in expenses under the Administration Agreement, which were recorded in administrative service expenses in the Company’s Consolidated Statements of Operations. As of September 30, 2021 and December 31, 2020, $0.8 million and $1.1 million, respectively, was unpaid and included in "due to affiliates" in the Consolidated Statements of Assets and Liabilities.

Sub-Administration and Custody Agreement

On October 1, 2018, the Administrator entered into a sub-administration agreement (the “Sub-Administration Agreement”) with State Street Bank and Trust Company (the “Sub-Administrator”) under which the Sub-Administrator provides various accounting and administrative services to the Company. The Sub-Administrator also serves as the Company’s custodian (the “Custodian”). The initial term of the Sub-Administration Agreement is two years from the effective date and after expiration of the initial term and the Sub-Administration Agreement shall automatically renew for successive one-year periods, unless a written notice of non-renewal is delivered prior to 120 days prior to the expiration of the initial term or renewal term.

Expense Support and Conditional Reimbursement Agreement

On December 12, 2018, the Company entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Adviser. The Adviser may elect to pay certain expenses of the Company on the Company’s behalf (each, an “Expense Payment”), provided that no portion of the payment will be used to pay any interest of the Company. Any Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Company in any combination of cash or other immediately available funds no later than forty-five days after such commitment was made in writing, and/or offset against amounts due from the Company to the Adviser or its affiliates.

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Following any calendar quarter in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s shareholders based on distributions declared with respect to record dates occurring in such calendar quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Company shall be referred to herein as a “Reimbursement Payment.” Available Operating Funds means the sum of (i) the Company’s net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the Company’s net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

No Reimbursement Payment for any calendar quarter shall be made if the annualized rate of regular cash distributions declared by the Company on record dates in the applicable calendar quarter of such Reimbursement Payment is less than the annualized rate of regular cash distributions declared by the Company on record dates in the calendar quarter in which the Expense Payment was committed to which such Reimbursement Payment relates. The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar quarter.

The following table presents a summary of Expense Payments and the related Reimbursement Payments since the Company's commencement of operations:


For the Quarters Ended	Expense Payments by Adviser		Reimbursement Payments to Adviser		Unreimbursed Expense Payments
December 31, 2018	$	1,696	$	(1,696)	$	—
March 31, 2019	570		(570)		—
Total	$	2,266	$	(2,266)	$	—

As of September 30, 2021 there was no unreimbursed Expense Payments remaining. For the three and nine months ended September 30, 2020, the Company made Reimbursement Payments related to Expense Payments by the Adviser of $0.4 million and $1.2 million, respectively.

Note 4. Investments

The composition of the Company’s investment portfolio at cost and fair value was as follows:


	September 30, 2021						December 31, 2020
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
First lien debt	$	7,993,866	$	8,068,267	98.12	%	$	5,493,561	$	5,502,899	98.51	%
Second lien debt	43,559		44,240		0.54		48,979		50,199		0.90
Unsecured debt	3,723		3,492		0.04		—		—		—
Equity investments	84,173		107,048		1.30		32,942		32,844		0.59
Total	$	8,125,321	$	8,223,047	100.00	%	$	5,575,482	$	5,585,942	100.00	%

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The industry composition of investments at fair value was as follows:


	September 30, 2021		December 31, 2020
Aerospace & Defense	6.14	%	7.03	%
Air Freight & Logistics	5.81		6.44
Building Products	4.68		7.79
Capital Markets	—		0.11
Chemicals	3.89		8.31
Commercial Services & Supplies	8.55		8.16
Communications Equipment	0.04		—
Construction & Engineering	0.36		1.07
Containers & Packaging	0.23		—
Distributors	5.24		8.10
Diversified Consumer Services	5.41		—
Diversified Financial Services	1.47		1.08
Electrical Equipment	3.26		2.61
Electronic Equipment, Instruments & Components	1.33		2.19
Electric Utilities	0.31		—
Energy Equipment & Services	0.81		1.35
Health Care Equipment & Supplies	0.39		0.69
Health Care Providers & Services	13.91		9.31
Health Care Technology	3.79		5.50
Hotels, Restaurants & Leisure	—		0.77
Industrial Conglomerates	—		0.52
Insurance	6.31		2.39
Interactive Media & Services	0.57		0.84
Internet & Direct Marketing Retail	3.95		7.17
IT Services	1.20		1.27
Machinery	0.04		0.95
Oil, Gas & Consumable Fuels	1.83		2.66
Paper & Forest Products	—		0.26
Personal Products	—		0.96
Professional Services	4.44		2.32
Real Estate Management & Development	1.72		—
Road & Rail	0.31		—
Software	6.29		2.94
Specialty Retail	1.66		3.22
Technology Hardware, Storage & Peripherals	1.57		2.67
Trading Companies & Distributors	1.16		0.86
Transportation Infrastructure	3.33		0.46
Total	100.00	%	100.00	%

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The geographic composition of investments at cost and fair value was as follows:


	September 30, 2021
	Cost		Fair Value		% of Total Investments at Fair Value		Fair Value as % of Net Assets
United States	$	7,622,078	$	7,711,068	93.77	%	186.14	%
Canada	468,878		477,596		5.81		11.52
United Kingdom	34,365		34,383		0.42		0.83
Total	$	8,125,321	$	8,223,047	100.00	%	198.49	%


	December 31, 2020
	Cost		Fair Value		% of Total Investments at Fair Value		Fair Value as % of Net Assets
United States	$	5,205,832	$	5,209,138	93.25	%	159.41	%
Canada	267,544		270,126		4.84		8.27
Germany	102,106		106,678		1.91		3.26
Total	$	5,575,482	$	5,585,942	100.00	%	170.94	%

As of September 30, 2021 and December 31, 2020, no loans in the portfolio were on non-accrual status.

As of September 30, 2021 and December 31, 2020, on a fair value basis, approximately 99.9% and 100.0%, respectively, of our performing debt investments bore interest at a floating rate and approximately 0.1% and 0.0%, respectively, of our performing debt investments bore interest at a fixed rate.

Note 5. Fair Value Measurements

The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date.

The fair value hierarchy under ASC 820 prioritizes the inputs to valuation methodology used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:

•Level 1: Inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.

•Level 2: Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities and certain over-the-counter derivatives where the fair value is based on observable inputs.

•Level 3: Inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include debt and equity investments in privately held entities, collateralized loan obligations (“CLOs”) and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfer occurs.

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In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC 820. Consistent with the valuation policy, the Company evaluates the source of the inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), the Company subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment.

In the absence of independent, reliable market quotes, an enterprise value analysis is typically performed to determine the value of equity investments, control debt investments and non-control debt investments that are credit-impaired, and to determine if debt investments are credit impaired. Enterprise value (“EV”) means the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time. When an investment is valued using an EV analysis, the EV of a portfolio company is first determined and allocated over the portfolio company’s securities in order of their preference relative to one another (i.e. “waterfall” allocation).

If debt investments are credit-impaired, which occurs when there is insufficient coverage under the EV analysis through the respective investment’s position in the capital structure, the Adviser uses the enterprise value “waterfall” approach or a recovery method (if a liquidation or restructuring is deemed likely) to determine fair value. For debt investments that are not determined to be credit-impaired, the Adviser uses a market interest rate yield analysis (discussed below) to determine fair value.

The Adviser will generally utilize approaches including the market approach, the income approach or both approaches, as appropriate, when calculating EV. The primary method for determining EV for non-control investments, and control investments without reliable projections, uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) or another key financial metric (e.g. such as revenues, cash flows or net income) (“Performance Multiple”). Performance Multiples are typically determined based upon a review of publicly traded comparable companies and market comparable transactions, if any. The second method for determining EV (and primary method for control investments with reliable projections) uses a discounted cash flow analysis whereby future expected cash flows and the anticipated terminal value of the portfolio company are discounted to determine a present value using estimated discount rates. The income approach is generally used when the Adviser has visibility into the long term projected cash flows of a portfolio company, which is more common with control investments.

Subsequently, for non-control debt investments that are not credit-impaired, and where there is an absence of available market quotations, fair value is determined using a yield analysis. To determine fair value using a yield analysis, the expected cash flows are projected based on the contractual terms of the debt security and discounted back to the measurement date based on a market yield. A market yield is determined based upon an assessment of current and expected market yields for similar investments and risk profiles. The Company considers the current contractual interest rate, the maturity and other terms of the investment relative to risk of the company and the specific investment. A key determinant of risk, among other things, is the leverage through the investment relative to the enterprise value of the portfolio company. As debt investments held by the Company are substantially illiquid with no active transaction market, the Company depends on primary market data, including newly funded transactions, as well as secondary market data with respect to high yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable. The fair value of loans with call protection is generally capped at par plus applicable prepayment premium in effect at the measurement date.

The following table presents the fair value hierarchy of financial instruments:


	September 30, 2021
	Level 1		Level 2		Level 3		Total
First lien debt	$	—	$	300,599	$	7,767,668	$	8,068,267
Second lien debt	—		20,271		23,969		44,240
Unsecured debt	—		3,492		—		3,492
Equity investments	—		—		107,048		107,048
Total	$	—	$	324,362	$	7,898,685	$	8,223,047

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	December 31, 2020
	Level 1		Level 2		Level 3		Total
First lien debt	$	—	$	774,421	$	4,728,478	$	5,502,899
Second lien debt	—		26,196		24,003		50,199
Equity investments	—		—		32,844		32,844
Total	$	—	$	800,617	$	4,785,325	$	5,585,942

The following table presents changes in the fair value of financial instruments for which Level 3 inputs were used to determine the fair value:


	Three Months Ended September 30, 2021
	First Lien Debt		Second Lien Debt		Equity Investments		Total Investments
Fair value, beginning of period	$	6,606,052	$	40,199	$	77,212	$	6,723,463
Purchases of investments	1,727,691		4,550		17,266		1,749,507
Proceeds from principal repayments and sales of investments	(542,193)		—		—		(542,193)
Accretion of discount/amortization of premium	17,546		22		—		17,568
Net realized gain (loss)	899		—		—		899
Net change in unrealized appreciation (depreciation)	3,123		(59)		12,570		15,634
Transfers into Level 3 (1)	85,533		—		—		85,533
Transfers out of Level 3 (1)	(130,983)		(20,743)		—		(151,726)
Fair value, end of period	$	7,767,668	$	23,969	$	107,048	$	7,898,685
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2021	$	16,862	$	(59)	$	12,570	$	29,373


	Nine Months Ended September 30, 2021
	First Lien Debt		Second Lien Debt		Equity Investments		Total Investments
Fair value, beginning of period	$	4,728,478	$	24,003	$	32,844	$	4,785,325
Purchases of investments	3,988,596		17,847		51,232		4,057,675
Proceeds from principal repayments and sales of investments	(1,052,778)		(17,900)		—		(1,070,678)
Accretion of discount/amortization of premium	35,285		401		—		35,686
Net realized gain (loss)	3,003		—		—		3,003
Net change in unrealized appreciation (depreciation)	53,644		(382)		22,972		76,234
Transfers into Level 3 (1)	83,884		—		—		83,884
Transfers out of Level 3 (1)	(72,444)		—		—		(72,444)
Fair value, end of period	$	7,767,668	$	23,969	$	107,048	$	7,898,685
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2021	$	64,060	$	155	$	22,972	$	87,187

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	Three Months Ended September 30, 2020
	First Lien Debt		Second Lien Debt		Equity Investments		Total Investments
Fair value, beginning of period	$	3,158,291	$	—	$	15,735	$	3,174,026
Purchases of investments	592,892		—		—		592,892
Proceeds from principal repayments and sales of investments	(37,148)		—		—		(37,148)
Accretion of discount/amortization of premium	3,690		—		—		3,690
Net realized gain (loss)	52		—		—		52
Net change in unrealized appreciation (depreciation)	77,040		—		1,771		78,811
Transfers into Level 3 (1)	7,079		—		—		7,079
Transfers out of Level 3 (1)	(33,681)		—		—		(33,681)
Fair value, end of period	$	3,768,215	$	—	$	17,506	$	3,785,721
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2020	$	75,612	$	—	$	1,771	$	77,383


	Nine Months Ended September 30, 2020
	First Lien Debt		Second Lien Debt		Equity Investments		Total Investments
Fair value, beginning of period	$	2,241,393	$	—	$	13,920	$	2,255,313
Purchases of investments	1,597,218		—		4,456		1,601,674
Proceeds from principal repayments and sales of investments	(137,289)		—		(715)		(138,004)
Accretion of discount/amortization of premium	11,514		—		—		11,514
Net realized gain (loss)	53		—		—		53
Net change in unrealized appreciation (depreciation)	(34,220)		—		(155)		(34,375)
Transfers into Level 3 (1)	148,271		—		—		148,271
Transfers out of Level 3 (1)	(58,725)		—		—		(58,725)
Fair value, end of period	$	3,768,215	$	—	$	17,506	$	3,785,721
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2020	$	(33,797)	$	—	$	(155)	$	(33,952)

(1) For the three and nine months ended September 30, 2021 and 2020, transfers into or out of Level 3 were primarily due to decreased or increased price transparency, respectively.

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The following table presents quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments. The table is not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to the Company’s determination of fair value.


	September 30, 2021
					Range
	Fair Value		Valuation Technique	Unobservable Input	Low		High		Weighted Average (1)
Investments in first lien debt	$	7,565,520	Yield analysis	Discount rate	4.53	%	9.91	%	7.35	%
	202,148		Market quotations	Broker quoted price	93.25		100.27		97.30
	7,767,668
Investments in second lien debt	23,969		Yield analysis	Discount rate	8.23	%	10.33	%	9.48	%
Investment in warrant	5,233		Option pricing model	Expected volatility	25.00	%	25.00	%	25.00	%
Investments in equity	86,443		Market approach	Performance multiple	7.00x		21.79x		12.15x
	2,673		Option pricing model	Expected volatility	65.00	%	65.00	%	65.00	%
	12,699		Yield analysis	Discount rate	11.51%		12.52%		12.28%
	101,815
Total	$	7,898,685


	December 31, 2020
					Range
	Fair Value		Valuation Technique	Unobservable Input	Low		High		Weighted Average (1)
Investments in first lien debt	$	4,255,348	Yield analysis	Discount rate	5.85	%	10.98	%	7.79	%
	468,483		Market quotations	Broker quoted price	98.00		100.63		99.05
	4,647		Recent transaction	Recent transaction	97.50		100.00		99.99
	4,728,478
Investments in second lien debt	5,924		Yield analysis	Discount rate	10.26	%	10.26	%	10.26	%
	18,079		Market quotations	Broker quoted price	101.00		101.00		101.00
	24,003
Investments in warrant	865		Option pricing model	Expected volatility	25.00	%	25.00	%	25.00	%
Investments in equity	31,979		Market approach	Performance multiple	9.17x		13.25x		10.60x
Total	$	4,785,325

(1)Weighted averages are calculated based on fair value of investments.

The significant unobservable input used in the yield analysis is the discount rate based on comparable market yields. The significant unobservable input used for market quotations are broker quoted prices provided by independent pricing services. The significant unobservable input used under the market approach is the performance multiple. Significant increases in discount rates would result in a significantly lower fair value measurement. Significant decreases in quoted prices or performance multiples would result in a significantly lower fair value measurement.

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Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of the Company’s investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, it could realize significantly less than the value at which the Company has recorded it. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned.

Financial Instruments Not Carried at Fair Value

Debt

The fair value of the Company’s credit facilities, which would be categorized as Level 3 within the fair value hierarchy, as of September 30, 2021 and December 31, 2020, approximates their carrying value as the credit facilities have variable interest based on selected short term rates.

The fair value of the Company’s 2023 Notes, 2026 Notes, New 2026 Notes, 2027 Notes and 2028 Notes (as defined in Note 6), which would be categorized as Level 2 within the fair value hierarchy, as of September 30, 2021 was $417.9 million, $845.5 million, $715.1 million, $643.1 million and $646.1 million, respectively, based on vendor pricing received by the Company. As of December 31, 2020, the fair value of the Company’s 2023 Notes and 2026 Notes was $416.2 million and $823.2 million, respectively.

Other

The carrying amounts of the Company’s assets and liabilities, other than investments at fair value and the 2023 Notes, the 2026 Notes, the New 2026 Notes, the 2027 Notes and the 2028 Notes (as defined in Note 6), approximate fair value. These financial instruments are categorized as Level 3 within the hierarchy.

Note 6. Borrowings

In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. As of September 30, 2021 and December 31, 2020, the Company’s asset coverage was 192.0% and 230.0%, respectively.

The following wholly-owned subsidiaries of the Company have entered into secured financing facilities, as described below: Jackson Hole Funding, Breckenridge Funding and Big Sky Funding which are collectively referred to as the “SPVs”, and such secured financing facilities described below are collectively referred to as the “SPV Financing Facilities”.

The obligations of each SPV to the lenders under the applicable SPV Financing Facility are secured by a first priority security interest in all of the applicable SPV’s portfolio investments and cash. The obligations of each SPV under the applicable SPV Financing Facility are non-recourse to the Company, and the Company’s exposure to the credit facility is limited to the value of its investment in the applicable SPV.

In connection with the SPV Financing Facilities, the applicable SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. Each SPV Financing Facility contains customary events of default for similar financing transactions, including if a change of control of the applicable SPV occurs. Upon the occurrence and during the continuation of an event of default, the lenders under the applicable SPV Financing Facility may declare the outstanding advances and all other obligations under the applicable SPV Financing Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that the applicable SPV obtain the consent of the lenders under the applicable SPV Financing Facility prior to entering into any sale or disposition with respect to portfolio investments.

As of September 30, 2021 and December 31, 2020, the Company was in compliance with all covenants and other requirements of the SPV Financing Facilities.

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Jackson Hole Funding Facility

On November 16, 2018, Jackson Hole Funding, the Company’s wholly-owned subsidiary that holds primarily originated loan investments, entered into a senior secured revolving credit facility (which was subsequently amended on February 6, 2019, September 20, 2019 and July 28, 2020 and as further amended from time to time, the “Jackson Hole Funding Facility”) with JPMorgan Chase Bank, National Association (“JPM”). JPM serves as administrative agent, Citibank, N.A., serves as collateral agent and securities intermediary, Virtus Group, LP serves as collateral administrator and the Company serves as portfolio manager under the Jackson Hole Funding Facility.

Advances under the Jackson Hole Funding Facility bear interest at a per annum rate equal to the three-month LIBOR in effect, plus the applicable margin of 2.375% per annum. Effective January 16, 2019, Jackson Hole Funding pays a commitment fee of 0.60% per annum (or 0.375% per annum until March 20, 2020) on the average daily unused amount of the financing commitments until the third anniversary of the Jackson Hole Funding Facility.

The initial maximum commitment amount of the Jackson Hole Funding Facility was $300 million. Effective September 20, 2019, the maximum commitment amount of the Jackson Hole Funding Facility was increased to $600 million and effective July 28, 2020, the maximum commitment amount of the Jackson Hole Funding Facility was reduced to $400 million. The Jackson Hole Funding Facility has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the Jackson Hole Funding Facility to up to $900 million. Proceeds from borrowings under the Jackson Hole Funding Facility may be used to fund portfolio investments by Jackson Hole Funding and to make advances under delayed draw term loans where Jackson Hole Funding is a lender. The period during which Jackson Hole Funding may make borrowings under the Jackson Hole Funding Facility expires on November 16, 2021 and the Jackson Hole Funding Facility is scheduled to mature on May 16, 2023.

Breckenridge Funding Facility

On December 21, 2018, Breckenridge Funding, the Company’s wholly owned subsidiary that holds primarily syndicated loan investments, entered into a senior secured revolving credit facility (which was subsequently amended on June 11, 2019, August 2, 2019, September 27, 2019 and April 13, 2020, and as further amended from time to time, the “Breckenridge Funding Facility”) with BNP Paribas (“BNP”). BNP serves as administrative agent, Wells Fargo Bank, National Association serves as collateral agent and the Company serves as servicer under the Breckenridge Funding Facility.

Advances under the Breckenridge Funding Facility bear interest at a per annum rate equal to the three-month LIBOR (or other Base Rate) in effect, plus an applicable margin of 1.75%, 2.00% or 2.22% per annum, as applicable, depending on the nature of the advances being requested under the facility. Breckenridge Funding will pay a commitment fee of 0.70% per annum if the unused facility amount is greater than 50% or 0.35% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments until December 21, 2022, in addition to certain other fees as agreed between Breckenridge Funding and BNP.

The initial maximum commitment amount of the Breckenridge Funding Facility was $400 million. Effective June 11, 2019, the maximum commitment amount of the Breckenridge Funding Facility was increased to $575 million; effective September 27, 2019, the maximum commitment amount of the Breckenridge Funding Facility was increased to $875 million and on April 13, 2020, the maximum commitment amount of the Breckenridge Funding Facility was increased to $1,125 through April 13, 2021 and $825 million thereafter. Proceeds from borrowings under the Breckenridge Funding Facility may be used to fund portfolio investments by Breckenridge Funding and to make advances under delayed draw and revolving loans where Breckenridge Funding is a lender. The period during which Breckenridge Funding may make borrowings under the Breckenridge Funding Facility for the remaining commitment amounts expires on December 21, 2021 (or such later date as may be agreed by Breckenridge Funding, BNP, as administrative agent, and the lenders under the Breckenridge Funding Facility), except for $300 million of outstanding principal which expired on September 27, 2020. The Breckenridge Funding Facility is scheduled to mature on December 21, 2023.

Big Sky Funding Facility

On December 10, 2019, Big Sky Funding, the Company’s wholly-owned subsidiary, entered into a senior secured revolving credit facility (which was subsequently amended on December 30, 2020 and September 30, 2021, and as further amended from time to time, the (“Big Sky Funding Facility”) with Bank of America, N.A. (“Bank of America”). Bank of America serves as administrative agent, Wells Fargo Bank, N.A. serves as collateral administrator and the Company serves as manager under the Big Sky Funding Facility.

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Advances under the Big Sky Funding Facility bear interest at a per annum rate equal to the one-month or three-month London Interbank Offered Rate in effect, plus, before September 30, 2021 the applicable margin of 1.60% per annum, and after September 30, 2021, the applicable margin of 1.70% per annum. Big Sky Funding is required to utilize a minimum percentage of the financing commitments (the “Minimum Utilization Amount”), which amount increases in three-month intervals from 20% six months after the closing date of the Big Sky Funding Facility to 80% 15 months after the closing date of the Revolving Credit Facility and thereafter. Unused amounts below the Minimum Utilization Amount accrue a fee at a rate of 1.60% per annum. In addition, Big Sky Funding will pay an unused fee of 0.45% per annum on the daily unused amount of the financing commitments in excess of the Minimum Utilization Amount, commencing three months after the closing date of the Big Sky Funding Facility.

The initial maximum commitment amount of the Big Sky Funding Facility is $400 million. Effective May 14, 2020, Big Sky Funding exercised its accordion feature under the Big Sky Funding Facility, which increased the maximum commitment amount to $500 million. Effective December 30, 2020, the maximum commitment amount of the Big Sky Funding Facility was reduced to $400 million. Effective September 30, 2021, the maximum commitment amount of the Big Sky Funding Facility was increased to $500 million. Proceeds from borrowings under the Big Sky Funding Facility may be used to fund portfolio investments by Big Sky Funding and to make advances under revolving loans or delayed draw term loans where Big Sky Funding is a lender. All amounts outstanding under the Big Sky Funding Facility must be repaid by September 30, 2026.

Revolving Credit Facility

On June 15, 2020, the Company entered into a senior secured revolving credit facility (which was subsequently amended on June 29, 2020 and June 30, 2021 and as further amended from time to time, the “Revolving Credit Facility”) with Citibank, N.A. (“Citi”). Citi serves as administrative agent and collateral agent.

The Revolving Credit Facility provides for borrowings in U.S. dollars and certain agreed upon foreign currencies in an initial aggregate amount of up to $550 million. Effective June 29, 2020, the maximum commitment amount of the Revolving Credit Facility increased to $650 million. Effective November 3, 2020, the maximum commitment amount of the Revolving Credit Facility increased to $745 million. Effective June 30, 2021, the maximum commitment amount of the Revolving Credit Facility increased to $1,275 million. Effective August 4, 2021, the maximum commitment amount of the Revolving Credit Facility increased to $1,325 million. Borrowings under the Revolving Credit Facility are subject to compliance with a borrowing base. The Revolving Credit Facility has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the Revolving Credit Facility to up to $2,275 million. The Revolving Credit Facility provides for the issuance of letters of credit on behalf of the Company in an aggregate face amount not to exceed $100 million. Proceeds from the borrowings under the Revolving Credit Facility may be used for general corporate purposes of the Company and its subsidiaries in the ordinary course of business. Availability of the revolver under the Revolving Credit Facility will terminate on June 15, 2024 and all amounts outstanding under the Revolving Credit Facility must be repaid by June 15, 2025 pursuant to an amortization schedule.

Loans under the Revolving Credit Facility bear interest at a per annum rate equal to, (x) for loans for which the Company elects the base rate option, the “alternate base rate” (which is the greatest of (a) the prime rate as publicly announced by Citi, (b) the sum of (i) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System plus (ii) 0.5%, and (c) one month LIBOR plus 1% per annum) plus (A) if the gross borrowing base is equal to or greater than 1.6 times the combined revolving debt amount, 0.75%, or (B) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 0.875%, and (y) for loans for which the Company elects the Eurocurrency option, the applicable LIBOR Rate for the related Interest Period for such Borrowing plus (A) if the gross borrowing base is equal to or greater than 1.6 times the combined revolving debt amount, 1.75%, or (B) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 1.875%. The Company will pay an unused fee of 0.375% per annum on the daily unused amount of the revolver commitments. The Company will pay letter of credit participation fees and a fronting fee on the average daily amount of any lender’s exposure with respect to any letters of credit issued under the Revolving Credit Facility.

The Company’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in substantially all of the Company’s assets.

In connection with the Revolving Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. In addition, the Company must comply with the following financial covenants: (a) the Company must maintain a minimum shareholders’ equity, measured as of each fiscal quarter end; and (b) the Company must maintain at all times a 150% asset coverage ratio.

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The Revolving Credit Facility contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, Citi may terminate the commitments and declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable.

As of September 30, 2021, the Company was in compliance with all covenants and other requirements of the Revolving Credit Facility.

Unsecured Bonds

The Company issued unsecured notes, as further described below: 2023 Notes, 2026 Notes, New 2026 Notes, 2027 Notes and 2028 Notes which are collectively referred to as the “Unsecured Notes.”

The Unsecured Notes contain certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, whether or not it is subject to those requirements, and to provide financial information to the holders of the Unsecured Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in each respective Unsecured Notes Indenture.

In addition, on the occurrence of a “change of control repurchase event,” as defined in each respective Unsecured Notes Indenture, the Company will generally be required to make an offer to purchase the outstanding Unsecured Notes at a price equal to 100% of the principal amount of such Unsecured Notes plus accrued and unpaid interest to the repurchase date.

As of September 30, 2021, the Company was in compliance with all covenants and other requirements of the Unsecured Notes.

2023 Notes

On July 15, 2020, the Company issued $400 million aggregate principal amount of 3.650% notes due 2023 (the “2023 Notes”) pursuant to an indenture (the “Base Indenture”) and a supplemental indenture, each dated as of July 15, 2020 (and together with the Base Indenture, the “2023 Notes Indenture”), between the Company and U.S. Bank National Association (the “Trustee”).

The 2023 Notes will mature on July 14, 2023 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the 2023 Notes Indenture. The 2023 Notes bear interest at a rate of 3.650% per year payable semi-annually on January 14 and July 14 of each year, commencing on January 14, 2021. The 2023 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2023 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

2026 Notes

On October 23, 2020 and December 1, 2020, the Company issued $500 million aggregate principal amount and $300 million aggregate principal amount, respectively, of 3.625% notes due 2026 (the “2026 Notes”) pursuant to a supplemental indenture, dated as of October 23, 2020 (and together with the Base Indenture, the “2026 Notes Indenture”), to the Base Indenture between the Company and the Trustee.

The 2026 Notes will mature on January 15, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the 2026 Notes Indenture. The 2026 Notes bear interest at a rate of 3.625% per year payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2021. The 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company's existing and future indebtedness that is expressly subordinated in right of payment to the 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries, financing vehicles or similar facilities.

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New 2026 Notes

On March 16, 2021 and April 27, 2021, the Company issued $400 million aggregate principal amount and $300 million aggregate principal amount, respectively, of 2.750% notes due 2026 (the “New 2026 Notes”) pursuant to a supplemental indenture, dated as of July 15, 2020 (and together with the Base Indenture, the "New 2026 Notes Indenture"), to the Base Indenture between the Company and the Trustee.

The New 2026 Notes will mature on September 16, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The New 2026 Notes bear interest at a rate of 2.750% per year payable semi-annually on March 16 and September 16 of each year, commencing on September 16, 2021. The New 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the New 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

2027 Notes

On July 23, 2021, the Company issued $650 million aggregate principal amount of 2.125% notes due 2027 (the “ 2027 Notes”) pursuant to a supplemental indenture, dated as of July 15, 2020 (and together with the Base Indenture, the "2027 Notes Indenture"), to the Base Indenture between the Company and the Trustee.

The 2027 Notes will mature on February 15, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The 2027 Notes bear interest at a rate of 2.125% per year payable semi-annually on February 15 and August 15 of each year, commencing on February 15, 2022. The 2027 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2027 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

2028 Notes

On September 30, 2021, the Company issued $650 million in aggregate principal amount of its 2.850% notes due 2028 (the “2028 Notes”) pursuant to a supplemental indenture, dated as of September 30, 2021 (and together with the Base Indenture, the “2028 Notes Indenture”), to the Base Indenture between the Company and the Trustee.

The 2028 Notes will mature on September 30, 2028 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the 2028 Notes Indenture. The 2028 Notes bear interest at a rate of 2.850% per year payable semi-annually on March 30 and September 30 of each year, commencing on March 30, 2022. The 2028 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2028 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

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The Company’s outstanding debt obligations were as follows:


	September 30, 2021
	Aggregate Principal Committed		Outstanding Principal		Carrying Value		Unused Portion (1)		Amount Available (2)
Jackson Hole Funding Facility(3)	$	400,000	$	361,584	$	361,584	$	38,416	$	38,416
Breckenridge Funding Facility	825,000		295,780		295,780		529,220		529,220
Big Sky Funding Facility	500,000		320,506		320,506		179,494		179,494
Revolving Credit Facility(4)	1,325,000		326,648		326,648		998,352		998,352
2023 Notes(5)	400,000		400,000		396,160		—		—
2026 Notes(5)	800,000		800,000		792,311		—		—
New 2026 Notes(5)	700,000		700,000		691,220		—		—
2027 Notes(5)	650,000		650,000		635,630		—		—
2028 Notes(5)	650,000		650,000		637,876		—		—
Total	$	6,250,000	$	4,504,518	$	4,457,715	$	1,745,482	$	1,745,482


	December 31, 2020
	Aggregate Principal Committed		Outstanding Principal		Carrying Value		Unused Portion (1)		Amount Available (2)
Jackson Hole Funding Facility (3)	$	400,000	$	362,316	$	362,316	$	37,684	$	37,684
Breckenridge Funding Facility	825,000		569,000		569,000		256,000		256,000
Big Sky Funding Facility	400,000		200,346		200,346		199,654		117,599
Revolving Credit Facility (4)	745,000		182,901		182,901		562,099		562,099
2023 Notes(5)	400,000		400,000		394,549		—		—
2026 Notes(5)	800,000		800,000		791,281		—		—
Total	$	3,570,000	$	2,514,563	$	2,500,393	$	1,055,437	$	973,382

(1)The unused portion is the amount upon which commitment fees, if any, are based.

(2)The amount available reflects any limitations related to each respective credit facility’s borrowing base.

(3)Under the Jackson Hole Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2021 and December 31, 2020, the Company had borrowings denominated in Euros (EUR) of 23.4 million and 23.5 million, respectively.

(4)Under the Revolving Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2021, the Company had borrowings denominated in Canadian Dollars (CAD), Euros (EUR) and British Pounds (GBP) of 239.2 million, 9.8 million and 38.5 million, respectively. As of December 31, 2020, the Company had borrowings denominated in Canadian Dollars (CAD) of 138.1 million.

(5)The carrying value of the Company's 2023 Notes, 2026 Notes, New 2026 Notes, 2027 Notes and 2028 Notes is presented net of unamortized debt issuance costs of $3.8 million, $7.7 million, $8.8 million, $14.4 million and $12.1 million, respectively, as of September 30, 2021. The carrying value of the Company's 2023 Notes and 2026 Notes is presented net of unamortized debt issuance costs of $5.5 million and $8.7 million, respectively, as of December 31, 2020.

As of September 30, 2021 and December 31, 2020, $14.2 million and $14.1 million, respectively, of interest expense and $0.6 million and $0.6 million, respectively, of unused commitment fees were included in interest payable. For the three and nine months ended September 30, 2021, the weighted average interest rate on all borrowings outstanding was 2.83% and 2.92% (including unused fees and accretion of net discounts on unsecured debt), respectively, and the average principal debt outstanding was $4,487.3 million and $3,546.3 million, respectively. For the three and nine months ended September 30, 2020, the weighted average interest rate on all borrowings outstanding was 2.96% and 3.36% (including unused fees and accretion of net discounts on unsecured debt), respectively, and the average principal debt outstanding was $1,865.2 million and $1,711.7 million, respectively.

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The components of interest expense were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Borrowing interest expense	$	29,363	$	12,054	$	72,752	$	40,372
Facility unused fees	611		1,337		2,005		2,342
Amortization of financing costs and debt issuance costs	1,020		982		2,420		2,171
Accretion of original issue discount	1,746		393		3,876		393
Total Interest Expense	$	32,740	$	14,766	$	81,053	$	45,278
Cash paid for interest expense	$	50,386	$	10,137	$	83,097	$	41,084

Note 7. Commitments and Contingencies

Portfolio Company Commitments

The Company’s investment portfolio may contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of September 30, 2021 and December 31, 2020, the Company had unfunded delayed draw term loans and revolvers in the aggregate principal amount of $1,243.2 million and $432.3 million, respectively.

Additionally, from time to time, the Adviser and its affiliates may commit to an investment on behalf of the funds it manages. Certain terms of these investments are not finalized at the time of the commitment and each respective fund's allocation may change prior to the date of funding. In this regard, as of September 30, 2021 and December 31, 2020, the Company estimates that $1,247.1 million and $0.0 million, respectively, of investments that were committed but not yet funded.

Other Commitments and Contingencies

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. At September 30, 2021 and December 31, 2020, management is not aware of any pending or threatened material litigation.

Note 8. Net Assets

The Company has the authority to issue an unlimited number of shares at $0.001 per share par value.

Since commencement of operations on November 20, 2018, the Company entered into additional subscription agreements (the “Subscription Agreements”) with investors providing for the private placement of the Company’s shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase the Company’s shares up to the amount of their respective Capital Commitment on an as-needed basis each time the Company delivers a drawdown notice to its investors. As of September 8, 2021, all Capital Commitments in the amount of $3,926.3 million ($80.0 million from affiliates of the Adviser) had been drawn.

The following table summarizes the total shares issued and proceeds received related to the Company’s capital drawdowns delivered pursuant to the Subscription Agreements for the nine months ended September 30, 2021 (dollars in millions except share amounts):


Common Share Issuance Date	Number of Common Shares Issued	Aggregate Offering Proceeds
June 8, 2021	13,869,637	$	357.0
September 8, 2021	13,723,035	356.3
Total	27,592,672	$	713.3

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millions except share amounts):


Common Share Issuance Date	Number of Common Shares Issued	Aggregate Offering Proceeds
January 30, 2020	16,864,983	$	440.9
April 8, 2020	14,864,518	324.0
July 15, 2020	5,304,125	125.6
July 28, 2020	123,229	2.9
Total	37,156,855	$	893.4

Distributions

The following table summarizes the Company’s distributions declared and payable for the nine months ended September 30, 2021 (dollars in thousands except per share amounts):


Date Declared	Record Date	Payment Date	Per Share Amount		Total Amount
February 24, 2021	March 31, 2021	May 14, 2021	$	0.5000	$	65,052
June 7, 2021	June 7, 2021	August 13, 2021	0.3736		48,734
June 7, 2021	June 30, 2021	August 13, 2021	0.1264		18,241
September 7, 2021	September 7, 2021	November 12, 2021	0.3750		54,250
September 7, 2021	September 30, 2021	November 12, 2021	0.1250		19,800
Total distributions			$	1.5000	$	206,077

The following table summarizes the Company’s distributions declared and payable for the nine months ended September 30, 2020 (dollars in thousands except per share amounts):


Date Declared	Record Date	Payment Date	Per Share Amount		Total Amount
January 29, 2020	January 29, 2020	May 15, 2020	$	0.1593	$	10,241
February 26, 2020	March 31, 2020	May 15, 2020	0.3407		27,688
April 7, 2020	April 7, 2020	August 14, 2020	0.0385		3,129
June 29, 2020	June 30, 2020	August 14, 2020	0.4615		44,454
July 14, 2020	July 14, 2020	November 13, 2020	0.0761		7,330
July 27, 2020	July 27, 2020	November 13, 2020	0.0707		7,185
August 26, 2020	September 30, 2020	November 13, 2020	0.3532		36,021
Total distributions			$	1.5000	$	136,048

Dividend Reinvestment

The Company has adopted a dividend reinvestment plan ("DRIP"), pursuant to which it reinvests all cash dividends declared by the Board on behalf of its shareholders who do not elect to receive their dividends in cash. As a result, if the Board and the Company declares, a cash dividend or other distribution, then the Company’s shareholders who have not opted out of its dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places. A participating shareholder will receive an amount of shares equal to the amount of the distribution on that participant’s shares divided by the most recent quarter-end NAV per share that is available on the date such distribution was paid (unless the Board determines to use the NAV per share as of another time). Shareholders who receive distributions in the form of shares will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions; however, since their cash distributions will be reinvested, those shareholders will not receive cash with which to pay any applicable taxes. The Company intends to use newly issued shares to implement the plan. Shares issued under the dividend reinvestment plan will not reduce outstanding Capital Commitments.

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The following table summarizes the amounts received and shares issued to shareholders who have not opted out of the Company's DRIP during the nine months ended September 30, 2021 (dollars in thousands except share amounts):


Payment Date	DRIP Shares Value		DRIP Shares Issued
January 29, 2021	$	11,179	443,639
May 14, 2021	8,674		339,398
August 13, 2021	9,142		352,656
Total distributions	$	28,995	1,135,693

The following table summarizes the amounts received and shares issued to shareholders who have not opted out of the Company's DRIP during the nine months ended September 30, 2020 (dollars in thousands except share amounts):


Payment Date	DRIP Shares Value		DRIP Shares Issued
January 30, 2020	$	2,882	112,302
May 15, 2020	4,244		194,694
August 14, 2020	5,437		229,591
Total distributions	$	12,563	536,587

Note 9. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net increase (decrease) in net assets resulting from operations	$	110,007	$	176,332	$	338,470	$	97,849
Weighted average shares outstanding (basic and diluted)	147,932,846		101,030,065		137,294,502		90,696,327
Earnings (loss) per common share (basic and diluted)	$	0.74	$	1.75	$	2.47	$	1.08

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Note 10. Financial Highlights

The following are the financial highlights for the nine months ended September 30, 2021 and 2020:


	Nine Months Ended September 30,
	2021			2020
Per Share Data:
Net asset value, beginning of period	$	25.20		$	26.02
Net investment income (1)	1.76			1.70
Net unrealized and realized gain (loss) (2)	0.69			(1.31)
Net increase (decrease) in net assets resulting from operations	2.45			0.39
Distributions declared (3)	(1.50)			(1.50)
Total increase (decrease) in net assets	0.95			(1.11)
Net asset value, end of period	$	26.15		$	24.91
Shares outstanding, end of period	158,389,951			101,983,184
Total return based on NAV (4)	9.90		%	1.99		%
Ratios:
Ratio of net expenses to average net assets (5)	7.17		%	6.09		%
Ratio of net investment income to average net assets (5)	9.03		%	9.54		%
Portfolio turnover rate	28.18		%	17.13		%
Supplemental Data:
Net assets, end of period	$	4,142,451		$	2,540,903
Total capital commitments, end of period	$	3,926,295		$	3,770,397
Ratios of total contributed capital to total committed capital, end of period	100.00		%	67.01		%
Asset coverage ratio	192.0		%	208.5		%

(1)The per share data was derived by using the weighted average shares outstanding during the period.

(2)For the nine months ended September 30, 2021 and 2020, the amount shown does not correspond with the aggregate amount for the period as it includes a $(0.02) and $(0.70) impact, respectively, from the effect of the timing of capital transactions.

(3)The per share data for distributions was derived by using the actual shares outstanding at the date of the relevant transactions (refer to Note 8).

(4)Total return (not annualized) is calculated as the change in NAV per share during the period, plus distributions per share (assuming dividends and distributions are reinvested in accordance with the Company's dividend reinvestment plan) divided by the beginning NAV per share. Total return does not include sales load.

(5)Amounts are annualized except for expense support amounts relating to organizational costs. For the nine months ended September 30, 2021 and 2020, the ratio of total operating expenses to average net assets was 7.17% and 6.01%, respectively, on an annualized basis, excluding the effect of expense support/(recoupment) by the Adviser which represented 0.00% and (0.08%), respectively, of average net assets.

Note 11. Subsequent Events

The Company’s management evaluated subsequent events through the date of issuance of the consolidated financial statements. There have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in, the consolidated financial statements as of September 30, 2021, except as discussed below and elsewhere in the notes to the consolidated financial statements.

IPO

In connection with the listing of the Company’s common shares on the NYSE, the Board decided to eliminate any outstanding fractional common shares (the “Fractional Shares”), as permitted by Delaware law by rounding down the number of Fractional Shares held by each of our shareholders to the nearest whole share and paying each shareholder cash for such Fractional Shares.

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Investment Advisory Agreement

On October 18, 2021, the Company entered into an amended and restated investment advisory agreement with the Adviser, pursuant to which the Adviser manages the Company on a day-to-day basis. As discussed in Note 3, the Adviser entered into a new investment advisory agreement to include a three-year total return lookback feature on the income based incentive fee. Beginning with the first calendar quarter in which the IPO was consummated, this lookback feature provides that the Adviser’s income based incentive fee may be reduced if the Company’s portfolio experiences aggregate write-downs or net capital losses during the applicable Trailing Twelve Quarters. The Adviser also implemented a waiver effective upon consummation of the IPO to extend the Company’s current fee structure for a period of two years instead of the step up in fees that was scheduled to occur upon the IPO. With the waiver in place, instead of having the base management fee and each incentive fee increase to 1.00% and 17.5%, respectively, each such fee will remain at 0.75% and 15.0% for a period of two years following the IPO. As a result of the fee waiver, the pre-listing management fee and incentive fee rates paid by the Company to the Adviser will not increase during the Waiver Period. Amounts waived by the Adviser are not subject to recoupment by the Adviser.

Dividend Declarations

On October 18, 2021, the Board increased the Company’s quarterly distribution from $0.50 per share to $0.53 per share payable to shareholders of record on December 31, 2021, which will be paid on or around January 31, 2022.

On October 18, 2021, the Board also declared the following special distributions:


Record Date	Payment Date	Special Distribution Amount (per share)
January 18, 2022	May 13, 2022	$	0.10
March 16, 2022	May 13, 2022	$	0.15
May 16, 2022	August 12, 2022	$	0.20
July 18, 2022	November 14, 2022	$	0.20

Shareholder Transfer Restrictions

For shareholders who held common shares prior to the IPO, following, without the consent of the Adviser:

•prior to January 3, 2022, a shareholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber any common share held by such shareholder prior to the IPO (and any DRIP shares received with respect to such common shares);

•prior to March 1, 2022, a shareholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber 90% of the common shares held by such shareholder prior to the IPO (and any DRIP shares received with respect to such common shares);

•prior to May 1, 2022, a shareholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber 75% of the common shares held by such shareholder prior to the IPO (and any DRIP shares received with respect to such common shares); and

•prior to July 1, 2022, a shareholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber 50% of the common shares held by such shareholder prior to the date of the IPO (and any DRIP shares received with respect to such common shares).

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180 days after the date of the IPO and the Company’s executive officers who are not trustees have agreed for a period of 180 days after the date of the IPO, not to transfer (whether by sale, gift, merger, by operation of law or otherwise) their common shares without the prior written consent of the representatives on behalf of the underwriters, subject to certain exceptions.

Share Repurchase Plan

On October 18, 2021, the Board approved a share repurchase plan (the “Company 10b5-1 Plan”) to acquire up to the greater of $250 million and the net proceeds from the IPO in the aggregate of the Company’s common shares at prices below net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Exchange Act. The Company put the 10b5-1 Plan in place because it believes that, in the current market conditions, if its common shares are trading below its then-current net asset value per share, it is in the best interest of the Company’s shareholders for the Company to reinvest in its portfolio.

The Company 10b5-1 Plan is intended to allow the Company to repurchase its common shares at times when it otherwise might be prevented from doing so under insider trading laws. The Company 10b5-1 Plan requires Morgan Stanley & Co. LLC, as the Company’s agent, to repurchase common shares on the Company’s behalf when the market price per share is below the most recently reported net asset value per share (including any updates, corrections or adjustments publicly announced by the Company to any previously announced net asset value per share). The most recently reported net asset value per share will also be adjusted on the record date of any special distributions declared. Under the Company 10b5-1 Plan, the agent will increase the volume of purchases made as the price of our common shares declines, subject to volume restrictions. The timing and amount of any share repurchases will depend on the terms and conditions of the Company 10b5-1 Plan, the market price of our common shares and trading volumes, and no assurance can be given that any particular amount of common shares will be repurchased.

The purchase of shares pursuant to the Company 10b5-1 Plan is intended to satisfy the conditions of Rule 10b5-1 and Rule 10b-18 under the Exchange Act, and will otherwise be subject to applicable law, including Regulation M, which may prohibit purchases under certain circumstances.

The Company 10b5-1 Plan will commence on the later of (i) 30 calendar days following the date of the IPO and (ii) four full calendar weeks following the completion of the offering and will terminate upon the earliest to occur of (i) 12-months (tolled for periods during which the Company 10b5-1 Plan is suspended), (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the Company 10b5-1 Plan equals the greater of $250 million and the net proceeds from the IPO and (iii) the occurrence of certain other events described in the Company 10b5-1 Plan.

Dividend Reinvestment

Following an IPO, if newly issued shares are used to implement the dividend reinvestment plan, the number of shares to be issued to a shareholder will be determined by dividing the total dollar amount of the cash dividend or distribution payable to a shareholder by the market price per common share at the close of regular trading on the NYSE on the payment date of a distribution, or if no sale is reported for such day, the average of the reported bid and ask prices. However, if the market price per share on the payment date of a cash dividend or distribution exceeds the most recently computed net asset value per share, the Company will issue shares at the greater of (i) the most recently computed net asset value per share and (ii) 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeded the most recently computed net asset value per share). For example, if the most recently computed net asset value per share is $25.00 and the market price on the payment date of a cash dividend is $24.00 per share, the Company will issue shares at $24.00 per share. If the most recently computed net asset value per share is $25.00 and the market price on the payment date of a cash dividend is $27.00 per share, the Company will issue shares at $25.65 per share (95% of the current market price). If the most recently computed net asset value per share is $25.00 and the market price on the payment date of a cash dividend is $26.00 per share, the Company will issue shares at $25.00 per share.

Other

Effective October 18, 2021, the Board appointed Vikrant Sawhney to the Board. Mr. Sawhney’s appointment brings the total number of trustees on the Board to seven, four of whom are not “interested persons” of the Company as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The information contained in this section should be read in conjunction with “Item 1. Financial Statements.” This discussion contains forward-looking statements, which relate to future events our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2020 and Part II, Item 1A of and elsewhere in this Form 10-Q.

Overview and Investment Framework

We are a Delaware statutory trust structured as a non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. In addition, for U.S. federal income tax purposes, we elected to be treated as a RIC under the Code. We are managed by our Adviser. The Administrator will provide the administrative services necessary for us to operate.

Our investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation.

Under normal market conditions, we generally invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in secured debt investments (including investments that are secured by equity interests) and our portfolio is composed primarily of first lien senior secured and unitranche loans. To a lesser extent, we have and may continue to also invest in second lien, third lien, unsecured or subordinated loans and other debt and equity securities. We do not currently focus on investments in issuers that are distressed or in need of rescue financing.

We commenced our loan origination and investment activities contemporaneously with the Initial Drawdown on November 20, 2018. The proceeds from the Initial Drawdown and availability under our credit facilities provided us with the necessary seed capital to commence operations. See “—Financial Condition, Liquidity and Capital Resources—Borrowings.”

On October 28, 2021, the Company closed its initial public offering (“IPO”), issuing 9,180,000 of its common shares of beneficial interest at a public offering price of $26.15 per share. Net of underwriting fees, the Company received total cash proceeds, before offering expenses, of $230.6 million. The Company has granted the underwriters an option to purchase up to an additional 1,377,000 shares of common shares from, at the public offering price, less the sales load payable by the Company, on or before November 27, 2021. The Company’s common shares began trading on the New York Stock Exchange (“NYSE”) under the symbol “BXSL” on October 28, 2021.

Key Components of Our Results of Operations

Investments

We focus primarily on loans and securities, including syndicated loans, of private U.S. companies, specifically small and middle market companies. In many market environments, we believe such a focus offers an opportunity for superior risk-adjusted returns.

Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment, trading prices of loans and other securities and the competitive environment for the types of investments we make.

Revenues

We generate revenues in the form of interest income from the debt securities we hold and dividends. Our debt investments typically have a term of five to eight years and bear interest at floating rates on the basis of a benchmark such as LIBOR. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we may receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. In some cases, our investments may provide for deferred interest payments or PIK interest. The principal amount of loans and any accrued but unpaid interest generally become due at the maturity date.

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In addition, we generate revenue from various fees in the ordinary course of business such as in the form of structuring, consent, waiver, amendment, syndication and other miscellaneous fees as well as fees for managerial assistance rendered by us.

Expenses

Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. We bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement; (b) our allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) our chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for us; and (iii) any internal audit group personnel of Blackstone or any of its affiliates; and (c) all other expenses of our operations, administrations and transactions.

From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. We will reimburse the Adviser, Administrator or such affiliates thereof for any such amounts paid on our behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. In this regard, the Administrator has waived the right to be reimbursed for rent and related occupancy costs. However, the Administrator may seek reimbursement for such costs in future periods. All of the foregoing expenses will ultimately be borne by our shareholders.

Costs and expenses of the Administrator and the Adviser that are eligible for reimbursement by us will be reasonably allocated on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator in accordance with policies adopted by the Board.

On December 12, 2018, we entered into an Expense Support Agreement with the Adviser. The Expense Support Agreement provides that, at such times as the Adviser determines, the Adviser may pay certain Expense Payments on behalf of us, provided that no portion of the payment will be used to pay any of our interest expense. Such Expense Payment must be made in any combination of cash or other immediately available funds no later than forty-five days after a written commitment from the Adviser to pay such expense, and/or by an offset against amounts due from us to the Adviser or its affiliates. Following any calendar quarter in which Available Operating Funds (as defined in the Expense Support Agreement) exceed Excess Operating Funds, we shall pay Reimbursement Payments to the Adviser until such time as all Expense Payments made by the Adviser to us within three years prior to the last business day of such calendar quarter have been reimbursed. The amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by the Adviser to us within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by us to the Adviser. The Expense Support Agreement provides additional restrictions on the amount of each Reimbursement Payment for any calendar quarter. The Adviser may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, so that such Reimbursement Payment may be reimbursable in a future calendar quarter. As of September 30, 2021 there were no unreimbursed Expense Payments remaining.

Portfolio and Investment Activity

For the three months ended September 30, 2021, we acquired $2,440.2 million aggregate principal amount of investments (including $569.2 million of unfunded commitments), $2,406.3 million of which was first lien debt, $4.6 million of which was second lien debt, $12.5 million of which was unsecured debt and $16.8 million of which was equity.

For the three months ended September 30, 2020, we acquired $1,095.8 million aggregate principal amount of investments (including $89.4 million of unfunded commitments), $1,011.9 million of which was first lien debt, $11.4 million of which was second lien debt, and $72.5 million of which was unsecured debt.

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Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated) (dollar amounts in thousands):


	As of and for the three months ended September 30,
	2021			2020
Investments:
Total investments, beginning of period	$	7,270,312		$	4,189,892
New investments purchased	1,846,526			989,930
Net accretion of discount on investments	17,146			6,460
Net realized gain (loss) on investments	(1,808)			104
Investments sold or repaid	(1,006,855)			(272,504)
Total investments, end of period	$	8,125,321		$	4,913,882
Amount of investments funded at principal:
First lien debt investments	$	1,837,094		$	944,372
Second lien debt investments	4,606			11,392
Unsecured debt	12,537			72,489
Equity investments	16,760			—
Total	$	1,870,997		$	1,028,253
Proceeds from investments sold or repaid:
First lien debt investments	$	(972,550)		$	(197,184)
Second lien debt investments	(15,026)			—
Unsecured debt	(19,279)			(75,320)
Equity investments	—			—
Total	$	(1,006,855)		$	(272,504)
Number of portfolio companies	117			78
Weighted average yield on debt and income producing investments, at cost(1)(2)	7.34		%	7.81		%
Weighted average yield on debt and income producing investments, at fair value(1)(2)	7.28		%	7.87		%
Average loan to value (LTV)(3)	45.2		%	48.7		%
Percentage of debt investments bearing a floating rate	99.9		%	99.5		%
Percentage of debt investments bearing a fixed rate	0.1		%	0.5		%

(1)Computed as (a) the annual stated interest rate or yield plus the annual accretion of discounts or less the annual amortization of premiums, as applicable, on accruing debt included in such securities, divided by (b) total debt investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.

(2)As of September 30, 2021 and 2020, the weighted average total portfolio yield at cost was 7.27% and 7.78%, respectively. The weighted average total portfolio yield at fair value was 7.18% and 7.84%, respectively.

(3)Includes all private debt investments for which fair value is determined by our Board in conjunction with a third-party valuation firm and excludes quoted assets. Average loan-to-value represents the net ratio of loan-to-value for each portfolio company, weighted based on the fair value of total applicable private debt investments. Loan-to-value is calculated as the current total net debt through each respective loan tranche divided by the estimated enterprise value of the portfolio company as of the most recent quarter end.

Our investments consisted of the following (dollar amounts in thousands):


	September 30, 2021						December 31, 2020
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
First lien debt	$	7,993,866	$	8,068,267	98.12	%	$	5,493,561	$	5,502,899	98.51	%
Second lien debt	43,559		44,240		0.54		48,979		50,199		0.90
Unsecured debt	3,723		3,492		0.04		—		—		—
Equity investments	84,173		107,048		1.30		32,942		32,844		0.59
Total	$	8,125,321	$	8,223,047	100.00	%	$	5,575,482	$	5,585,942	100.00	%

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As of September 30, 2021 and December 31, 2020, no loans in the portfolio were on non-accrual status.

Results of Operations

The following table represents the operating results (dollar amounts in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Total investment income	$	166,875	$	91,599	$	432,682	$	252,953
Net expenses	70,848		36,257		189,610		98,410
Net investment income before excise tax	96,027		55,342		243,072		154,543
Excise tax expense	2,220		—		1,938		104
Net investment income after excise tax	93,807		55,342		241,134		154,439
Net unrealized appreciation (depreciation)	18,033		120,891		92,028		(59,062)
Net realized gain (loss)	(1,833)		99		5,308		2,472
Net increase (decrease) in net assets resulting from operations	$	110,007	$	176,332	$	338,470	$	97,849

Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. As a result, comparisons may not be meaningful.

Investment Income

Investment income was as follows (dollar amounts in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Interest income	$	165,417	$	90,303	$	424,141	$	246,388
Payment-in-kind interest income	1,000		1,282		3,279		6,525
Fee income	458		14		5,262		40
Total investment income	$	166,875	$	91,599	$	432,682	$	252,953

Total investment income increased to $166.9 million for the three months ended September 30, 2021 from $91.6 million for the same period in the prior year primarily driven by our deployment of capital and the increased balance of our investments partially offset by a lower weighted average yield on our debt investments, at fair value, which decreased to 7.28% as of September 30, 2021 from 7.87% as of September 30, 2020. The size of our investment portfolio at fair value increased to $8,223.0 million at September 30, 2021 from $4,880.7 million at September 30, 2020. Additionally, for the three months ended September 30, 2021, we accrued $16.4 million and $0.5 million of non-recurring income (e.g. prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts) and other fee income, respectively, as compared to $7.5 million and $0.0 million for the same period in the prior year.

Total investment income increased to $432.7 million for the nine months ended September 30, 2021 from $253.0 million for the same period in the prior year primarily driven by our deployment of capital and the increased balance of our investments partially offset by a lower weighted average yield on our debt investments, at fair value, which decreased to 7.28% as of September 30, 2021 from 7.87% as of September 30, 2020. The size of our investment portfolio at fair value increased to $8,223.0 million at September 30, 2021 from $4,880.7 million at September 30, 2020. Additionally, for the nine months ended September 30, 2021, we accrued $41.0 million and $5.3 million of non-recurring income (e.g. prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts) and other fee income, respectively, as compared to $12.6 million and $0.0 million, respectively, for the same periods in the prior year.

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As the impact of COVID-19 persists, it could cause operational and/or liquidity issues at our portfolio companies which could restrict their ability to make cash interest payments. Additionally, we may experience full or partial losses on our investments which may ultimately reduce our investment income in future periods.

Expenses

Expenses were as follows (dollar amounts in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Interest expense	$	32,740	$	14,766	$	81,053	$	45,278
Management fees	15,445		8,606		40,394		22,597
Income based incentive fee	16,983		9,837		45,130		26,721
Capital gains incentive fee	2,430		—		14,600		(4,218)
Professional fees	939		462		2,179		1,322
Board of Trustees' fees	141		108		416		334
Administrative service expenses	500		547		1,623		1,638
Other general and administrative	1,670		1,104		4,215		2,572
Amortization of offering costs	—		427		—		966
Excise tax expense	2,220		—		1,938		104
Total expenses (including excise tax expense)	73,068		35,857		191,548		97,314
Recoupment of expense support	—		400		—		1,200
Net expenses (including excise tax expense)	$	73,068	$	36,257	$	191,548	$	98,514

Interest Expense

Total interest expense (including unused fees and other debt financing expenses), increased to $32.7 million for the three months ended September 30, 2021 from $14.8 million for the same period in the prior year primarily driven by increased borrowings under our credit facilities and our unsecured bond issuances resulting from increased deployment of capital for investments. The average principal debt outstanding increased to $4,487.3 million for the three months ended September 30, 2021 from $1,865.2 million for the same period in the prior year, partially offset by a decrease in our weighted average interest rate to 2.83% for the three months ended September 30, 2021 from 2.96% for the same period in the prior year.

Total interest expense (including unused fees and other debt financing expenses), increased to $81.1 million for the nine months ended September 30, 2021 from $45.3 million for the same period in the prior year primarily driven by increased borrowings under our credit facilities and our unsecured bond issuances resulting from increased deployment of capital for investments. The average principal debt outstanding increased to $3,546.3 million for the nine months ended September 30, 2021 from $1,711.7 million for the same period in the prior year, partially offset by a decrease in our weighted average interest rate to 2.92% for the nine months ended September 30, 2021 from 3.36% for the same period in the prior year.

Management Fees

Management fees increased to $15.4 million for the three months ended September 30, 2021 from $8.6 million for the same period in the prior year primarily due to an increase in gross assets. Management fees increased to $40.4 million for the nine months ended September 30, 2021 from $22.6 million for the same period in the prior year primarily due to an increase in gross assets. Our total gross assets increased to $8,821.7 million at September 30, 2021 from $5,011.2 million at September 30, 2020.

Income Based Incentive Fees

Income based incentive fees increased to $17.0 million for the three months ended September 30, 2021 from $9.8 million for the same period in the prior year primarily due to our deployment of capital. Pre-incentive fee net investment income increased to $113.2 million for the three months ended September 30, 2021 from $65.6 million for the same period in the prior year.

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Income based incentive fees increased to $45.1 million for the nine months ended September 30, 2021 from $26.7 million for the same period in the prior year primarily due to our deployment of capital. Pre-incentive fee net investment income increased to $300.9 million for the nine months ended September 30, 2021 from $178.1 million for the same period in the prior year.

Capital Gains Incentive Fees

We accrued capital gains incentive fees of $2.4 million for the three months ended September 30, 2021 compared to $0.0 million for the same period in the prior year, primarily due to net realized and unrealized gains in the current period. We accrued capital gains incentive fees of $14.6 million for the nine months ended September 30, 2021 compared to $(4.2) million for the same period in the prior year, primarily due to net realized and unrealized gains in the current year contrasted by a reversal of previously accrued incentive fees due to net realized and unrealized losses during the nine months ended September 30, 2020.

The accrual for any capital gains incentive fee under U.S. GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less in the prior period. If such cumulative amount is negative, then there is no accrual.

Other Expenses

Organization costs and offering costs include expenses incurred in our initial formation and our Private Offering. Professional fees include legal, rating agencies, audit, tax, valuation, technology and other professional fees incurred related to the management of us. Administrative service fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of certain of our executive officers, their respective staff and other non-investment professionals that perform duties for us. Other general and administrative expenses include insurance, filing, research, our sub-administrator, subscriptions and other costs.

Total other expenses increased to $3.3 million for the three months ended September 30, 2021 from $2.6 million for the same period in the prior year primarily driven by larger other general and administrative costs, including expenses associated with our Sub-Administrator.

Total other expenses increased to $8.4 million for the nine months ended September 30, 2021 from $6.8 million for the same period in the prior year primarily driven by larger other general and administrative costs and professional fees, including expenses associated with our Sub-Administrator.

The Adviser may elect to make Expense Payments on our behalf, subject to future Reimbursement Payments pursuant to the Expense Support Agreement described above in “—Key Components of Our Results of Operations—Expenses.”

Income Taxes, Including Excise Taxes

We elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our shareholders in each taxable year generally at least 90% of the sum of our investment company taxable income, as defined by the Code (without regard to the deduction for dividends paid), and net tax-exempt income for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our shareholders, which generally relieve us from corporate-level U.S. federal income taxes.

Depending on the level of taxable income earned in a tax year, we may carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we will accrue excise tax on estimated excess taxable income.

For the three and nine months ended September 30, 2021, we incurred $2.2 million and $1.9 million, respectively, of U.S. federal excise tax. For the three and nine months ended September 30, 2020, we incurred $0.0 million and $0.1 million, respectively, of U.S. federal excise tax.

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Net Unrealized Gain (Loss)

Net unrealized gain (loss) was comprised of the following (dollar amounts in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net unrealized gain (loss) on investments	$	18,028	$	120,893	$	92,625	$	(59,061)
Net unrealized gain (loss) on translation of assets and liabilities in foreign currencies	5		(2)		(597)		(1)
Net unrealized gain (loss)	$	18,033	$	120,891	$	92,028	$	(59,062)

For the three months ended September 30, 2021, the net unrealized gain was primarily driven by an increase in the fair value of our debt investments during the period. The fair value of our debt investments as a percentage of principal increased by 0.3% as compared to the prior quarter. The unrealized gains for the three months ended September 30, 2020 were mainly driven by a recovery from the COVID-19 pandemic as credit spreads tightened and the private and syndicated leverage loan markets significantly rebounded from the March 2020 lows.

For the nine months ended September 30, 2021, the net unrealized gain was primarily driven by an increase in the fair value of our debt investments during the period. The fair value of our debt investments as a percentage of principal increased by 1.3% as compared to a 1.7% decrease for the same period in the prior year. The unrealized losses during the nine months ended September 30, 2020 were driven by market volatility resulting from the onset of the COVID-19 pandemic.

Net Realized Gain (Loss)

The realized gains and losses on fully exited and partially exited investments comprised of the following (dollar amounts in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net realized gain (loss) on investments	$	(1,808)	$	104	$	6,509	$	2,453
Net realized gain (loss) on foreign currency transactions	(25)		(5)		(1,201)		19
Net realized gain (loss)	$	(1,833)	$	99	$	5,308	$	2,472

For the three and nine months ended September 30, 2021, we generated realized gains of $7.0 million and $15.5 million, respectively, partially offset by realized losses of $8.8 million and $9.0 million, respectively, primarily from full or partial sales of our debt investments.

For the three and nine months ended September 30, 2020, we generated realized gains of $6.0 million and $10.5 million, respectively, partially offset by realized losses of $5.9 million and $8.0 million, respectively (inclusive of a $4.4 million loss relating to a restructuring of one of our portfolio companies), primarily from full or partial sales of quoted loans.

As the impact of COVID-19 persists, it may cause us to experience full or partial losses on our investments upon the exit or restructuring of our investments.

Financial Condition, Liquidity and Capital Resources

We generate cash from the net proceeds from the issuance of our equity securities (including the drawdown of Capital Commitments prior to our IPO), issuances of unsecured debt, proceeds from net borrowings on our credit facilities and income earned on our debt investments. The primary uses of our cash and cash equivalents are for (i) originating loans and purchasing senior secured debt investments, (ii) funding the costs of our operations (including fees paid to our Adviser and expense reimbursements paid to our Administrator), (iii) debt service, repayment and other financing costs of our borrowings and (iv) cash distributions to the holders of our shares.

As of September 30, 2021 and December 31, 2020, we had four and four credit facilities outstanding and we had four and two issuances of unsecured bonds outstanding, respectively. We may from time to time enter into additional credit facilities, increase the size of our existing credit facilities or issue further debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities

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or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As of September 30, 2021 and December 31, 2020, we had an aggregate amount of $4,504.5 million and $2,514.6 million of senior securities outstanding and our asset coverage ratio was 192.0% and 230.0%, respectively. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation to cover any outstanding unfunded commitments we are required to fund.

Cash and cash equivalents as of September 30, 2021, taken together with our $1,745.5 million of available capacity under our credit facilities (subject to borrowing base availability) is expected to be sufficient for our investing activities and to conduct our operations in the near term. Additionally, we held $324.4 million of Level 2 debt investments as of September 30, 2021, which could provide additional liquidity if necessary. Although we were able to issue unsecured debt during the period ended September 30, 2021, disruption in the financial markets caused by the COVID-19 outbreak or any other negative economic development could restrict our access to financing in the future. We may not be able to find new financing for future investments or liquidity needs and, even if we are able to obtain such financing, such financing may not be on as favorable terms as we have recently obtained. These factors may limit our ability to make new investments and adversely impact our results of operations.

As of September 30, 2021, we had $259.6 million in cash and cash equivalents. During the nine months ended September 30, 2021, cash used in operating activities was $2,440.0 million, primarily as a result of funding portfolio investments of $4,438.5 million; partially offset by proceeds from sales/repayments of investments of $1,945.6 million. Cash provided by financing activities was $2,481.0 million during the period, which was primarily as a result of net borrowings on our credit facilities and our unsecured debt issuances of $1,959.4 million; our proceeds from issuance of common shares of $716.7 million; and partially offset by dividends paid in cash of $189.7 million.

As of September 30, 2020, we had $77.3 million in cash and cash equivalents. During the nine months ended September 30, 2020, cash used in operating activities was $1,659.7 million, primarily as a result of funding portfolio investments of $2,499.8 million; partially offset by proceeds from sales/repayments of investments of $682.8 million and an increase in payables for investments purchased of $45.7 million. Cash provided by financing activities was $1,671.4 million during the period, which was primarily the result of proceeds from the issuance of shares of $899.4 million, net borrowings on our credit facilities of $880.1 million; partially offset by dividends paid in cash of $100.8 million.

Equity

The following table summarizes the total shares issued and proceeds received related to our capital drawdowns delivered pursuant to the Subscription Agreements for the nine months ended September 30, 2021 (dollars in millions except share amounts):


Common Share Issuance Date	Number of Common Shares Issued	Aggregate Offering Proceeds
June 8, 2021	13,869,637	$	357.0
September 8, 2021	13,723,035	356.3
Total	27,592,672	$	713.3

The following table summarizes the total shares issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the nine months ended September 30, 2020 (dollar amounts in millions, except share amounts):


Common Share Issuance Date	Number of Common Shares Issued	Aggregate Offering Proceeds
January 30, 2020	16,864,983	$	440.9
April 8, 2020	14,864,518	324.0
July 15, 2020	5,304,125	125.6
July 28, 2020	123,229	2.9
Total	37,156,855	$	893.4

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Distributions and Dividend Reinvestment

The following table summarizes our distributions declared and payable for the nine months ended September 30, 2021 (dollar amounts in thousands, except per share amounts):


Date Declared	Record Date	Payment Date	Per Share Amount		Total Amount
February 24, 2021	March 31, 2021	May 14, 2021	$	0.5000	$	65,052
June 7, 2021	June 7, 2021	August 13, 2021	0.3736		48,734
June 7, 2021	June 30, 2021	August 13, 2021	0.1264		18,241
September 7, 2021	September 7, 2021	November 12, 2021	0.3750		54,250
September 7, 2021	September 30, 2021	November 12, 2021	0.1250		19,800
Total distributions			$	1.5000	$	206,077

The following table summarizes our distributions declared and payable for the nine months ended September 30, 2020 (dollar amounts in thousands, except per share amounts):


Date Declared	Record Date	Payment Date	Per Share Amount		Total Amount
January 29, 2020	January 29, 2020	May 15, 2020	$	0.1593	$	10,241
February 26, 2020	March 31, 2020	May 15, 2020	0.3407		27,688
April 7, 2020	April 7, 2020	August 14, 2020	0.0385		3,129
June 29, 2020	June 30, 2020	August 14, 2020	0.4615		44,454
July 14, 2020	July 14, 2020	November 13, 2020	0.0761		7,330
July 27, 2020	July 27, 2020	November 13, 2020	0.0707		7,185
August 26, 2020	September 30, 2020	November 13, 2020	0.3532		36,021
Total distributions			$	1.5000	$	136,048

With respect to distributions, we have adopted an “opt out” dividend reinvestment plan for shareholders. As a result, in the event of a declared cash distribution or other distribution, each shareholder that has not “opted out” of the dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares rather than receiving cash distributions. Shareholders who receive distributions in the form of shares will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.

The following table summarizes the amounts received and shares issued to shareholders who have not opted out of our dividend reinvestment plan during the nine months ended September 30, 2021 (dollars in thousands except share amounts):


Payment Date	DRIP Shares Value		DRIP Shares Issued
January 29, 2021	$	11,179	443,639
May 14, 2021	8,674		339,398
August 13, 2021	9,142		352,656
Total distributions	$	28,995	1,135,693


Payment Date	DRIP Shares Value		DRIP Shares Issued
January 30, 2020	$	2,882	112,302
May 15, 2020	4,244		194,694
August 14, 2020	5,437		229,591
Total distributions	$	12,563	536,587

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Borrowings

Our outstanding debt obligations were as follows (dollar amounts in thousands):


	September 30, 2021
	Aggregate Principal Committed		Outstanding Principal		Carrying Value		Unused Portion (1)		Amount Available (2)
Jackson Hole Funding Facility(3)	$	400,000	$	361,584	$	361,584	$	38,416	$	38,416
Breckenridge Funding Facility	825,000		295,780		295,780		529,220		529,220
Big Sky Funding Facility	500,000		320,506		320,506		179,494		179,494
Revolving Credit Facility(4)	1,325,000		326,648		326,648		998,352		998,352
2023 Notes(5)	400,000		400,000		396,160		—		—
2026 Notes(5)	800,000		800,000		792,311		—		—
New 2026 Notes(5)	700,000		700,000		691,220		—		—
2027 Notes(5)	650,000		650,000		635,630		—		—
2028 Notes(5)	650,000		650,000		637,876		—		—
Total	$	6,250,000	$	4,504,518	$	4,457,715	$	1,745,482	$	1,745,482


	December 31, 2020
	Aggregate Principal Committed		Outstanding Principal		Carrying Value		Unused Portion (1)		Amount Available (2)
Jackson Hole Funding Facility (3)	$	400,000	$	362,316	$	362,316	$	37,684	$	37,684
Breckenridge Funding Facility	825,000		569,000		569,000		256,000		256,000
Big Sky Funding Facility	400,000		200,346		200,346		199,654		117,599
Revolving Credit Facility (4)	745,000		182,901		182,901		562,099		562,099
2023 Notes(5)	400,000		400,000		394,549		—		—
2026 Notes(5)	800,000		800,000		791,281		—		—
Total	$	3,570,000	$	2,514,563	$	2,500,393	$	1,055,437	$	973,382

(1)The unused portion is the amount upon which commitment fees, if any, are based.

(2)The amount available reflects any limitations related to each respective credit facility’s borrowing base.

For additional information on our debt obligations see “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 6. Borrowings."

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Off-Balance Sheet Arrangements

Portfolio Company Commitments

Our investment portfolio contains and is expected to continue to contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of September 30, 2021 and December 31, 2020, we had unfunded delayed draw term loans and revolvers with an aggregate principal amount of $1,243.2 million and $432.3 million, respectively.

Additionally, from time to time, the Adviser and its affiliates may commit to an investment on behalf of the funds it manages. Certain terms of these investments are not finalized at the time of the commitment and each respective fund's allocation may change prior to the date of funding. In this regard, as of September 30, 2021 and December 31, 2020, we estimate that $1,247.1 million and $0.0 million, respectively, of investments that were committed but not yet funded.

Other Commitments and Contingencies

From time to time, we may become a party to certain legal proceedings incidental to the normal course of its business. At September 30, 2021, management is not aware of any pending or threatened litigation.

Contractual Obligations

Our contractual obligations consisted of the following as of September 30, 2021 (dollar amounts in thousands):


	Payments Due by Period
	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Jackson Hole Funding Facility	$	361,584	$	—	$	361,584	$	—	$	—
Breckenridge Funding Facility	295,780		—		295,780		—		—
Big Sky Funding Facility	320,506		—		—		320,506		—
Revolving Credit Facility	326,648		—		—		326,648		—
2023 Notes	400,000		—		400,000		—		—
2026 Notes	800,000		—		—		800,000		—
New 2026 Notes	700,000		—		—		700,000		—
2027 Notes	650,000		—		—		—		650,000
2028 Notes	650,000		—		—		—		650,000
Total Contractual Obligations	$	4,504,518	$	—	$	1,057,364	$	2,147,154	$	1,300,000

Related-Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the following:

•the Investment Advisory Agreement;

•the Administration Agreement; and

•Expense Support and Conditional Reimbursement Agreement.

In addition to the aforementioned agreements, we, our Adviser and certain of our Adviser’s affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by our Adviser or its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. See “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 3. Agreements and Related Party Transactions.”

COVID-19 Update

There is an ongoing global outbreak of COVID-19, which has spread to over 200 countries and territories, including the United States, and has spread to every state in the United States. The global impact of the outbreak has been rapidly evolving, and as cases of COVID-19, including new variants, have continued to be identified in additional countries, many countries have reacted by instituting quarantines and restrictions on travel, closing financial markets and/or restricting trading,

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and limiting operations of non-essential businesses. Such actions have created disruption in global supply chains, and adversely impacted many industries. The COVID-19 pandemic (including the restrictive measures taken in response thereto) has to date (i) created temporary business disruption issues for certain of our portfolio companies, and (ii) materially and adversely impacted the value and performance of certain of our portfolio companies in previous periods. More recently, robust economic activity in the U.S. has supported a continued recovery, which nevertheless may remain uneven with dispersion across sectors and regions.

Although vaccines have been widely distributed in the U.S., certain U.S. states are planning on reopening and we believe the economy is beginning to rebound in certain respects, the uncertainty surrounding the COVID-19 pandemic, including uncertainty regarding new variants of COVID-19 that have emerged in, at least, the United Kingdom, South Africa, India and Brazil, and other factors have and may continue to contribute to significant volatility in the global markets. COVID-19 and the current financial, economic and capital markets environment, and future developments in these and other areas present uncertainty and risk with respect to our performance, financial condition, results of operations and ability to pay distributions.

Critical Accounting Policies

The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies, including those relating to the valuation of our investment portfolio, are described in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 4, 2021, and elsewhere in our filings with the SEC. There have been no significant changes in our critical accounting policies and practices.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Uncertainty with respect to the economic effects of the COVID-19 outbreak has introduced significant volatility in the financial markets, and the effect of the volatility could materially impact our market risks, including those listed below. We are subject to financial market risks, including valuation risk and interest rate risk.

Valuation Risk

We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and we value these investments at fair value as determined in good faith by the Board, based on, among other things, the input of the Adviser, our Audit Committee and independent third-party valuation firms engaged at the direction of the Board, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.

Interest Rate Risk

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We intend to fund portions of our investments with borrowings, and at such time, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure shareholders that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of September 30, 2021, 99.9% of our debt investments at fair value were at floating rates. Based on our Consolidated Statements of Assets and Liabilities as of September 30, 2021, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates (considering base rate floors and ceilings for floating rate

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instruments assuming no changes in our investment and borrowing structure) (dollar amounts in thousands):


	Interest Income		Interest Expense		Net Income
Up 300 basis points	$	183,148	$	(39,209)	$	143,939
Up 200 basis points	101,207		(26,139)		75,068
Up 100 basis points	20,841		(13,070)		7,771
Down 100 basis points	(751)		1,699		948
Down 200 basis points	(751)		1,699		948

Inflation and Supply Chain Risk

Economic activity has continued to accelerate across sectors and regions. Nevertheless, due to global supply chain issues, a rise in energy prices and strong consumer demand as economies continue to reopen, inflation is showing signs of acceleration in the U.S. and globally. Inflation is likely to continue in the near to medium-term, particularly in the U.S., with the possibility that monetary policy may tighten in response. Persistent inflationary pressures could affect our portfolio companies profit margins.

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Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q.

(b) Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.

Item 1A. Risk Factors.

In addition to the other information set forth in this report and the risk factors set forth below, you should carefully consider the risk factors disclosed under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020.

Certain provisions of our Declaration of Trust could deter takeover attempts and have an adverse impact on the value of our common shares.

Our Declaration of Trust contains anti-takeover provisions that could have the effect of limiting the ability of other entities or persons to acquire control of the Company or to change the composition of our Board of Trustees. Our Board of Trustees is divided into three classes of trustees serving staggered three-year terms. This provision could delay for up to two years the replacement of a majority of our Board of Trustees. These provisions could have the effect of depriving shareholders of an opportunity to sell their common shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain control over the Company.

The current outbreak of the novel coronavirus, or COVID-19, has caused severe disruptions in the U.S. and global economy and already has had and is expected to continue to have a materially adverse impact on our financial condition and results of operations.

During the first quarter of 2020, there was a global outbreak of COVID-19, which has spread to over 200 countries and territories, including the United States, and has spread to every state in the United States. On March 11, 2020, the World Health Organization designated COVID-19 as a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. The global impact of the outbreak has been rapidly evolving, and as cases of COVID-19 have continued to be identified in additional countries, many countries have reacted by instituting quarantines, restrictions on travel, closing financial markets and/or restricting trading, and limiting hours of operations of non-essential businesses. Such actions are creating disruption in global supply chains, and adversely impacting a number of industries, including industries in which our portfolio companies operate. The outbreak of COVID-19 could have a continued adverse impact on economic and market conditions and has triggered a period of global economic slowdown.

The outbreak of COVID-19 and related effects, which continue to be unpredictable, could have a material adverse impact on our NAV, financial condition, liquidity, results of operations, and the businesses of our portfolio companies, among other factors. Negative impacts to our business as a result of the pandemic could exacerbate other risks described herein, including:

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• weakening financial conditions of or the bankruptcy or insolvency of portfolio companies, which may result in the inability of such portfolio companies to meet debt obligations, delays in collecting accounts receivable, defaults, or forgiveness or deferral of interest payments from such portfolio companies;

•significant volatility in the markets for syndicated loans, which could cause rapid and large fluctuations in the values of such investments and adverse effects on the liquidity of any such investments;

•deterioration in credit and financing market conditions, which may adversely impact our ability to access financing for our investments on favorable terms or at all;

•operational impacts on our Adviser, Administrator and our other third-party advisors, service providers, vendors and counterparties, including independent valuation firms, our sub-administrator, our lenders and other providers of financing, brokers and other counterparties that we purchase and sell assets to and from, derivative counterparties, and legal and diligence professionals that we rely on for acquiring our investments;

•limitations on our ability to ensure business continuity in the event our, or our third-party advisors’ and service providers’ continuity of operations plan is not effective or improperly implemented or deployed during a disruption;

•the availability of key personnel of the Adviser, Administrator and our other service providers as they face changed circumstances and potential illness during the pandemic;

•difficulty in valuing our assets in light of significant changes in the financial markets, including difficulty in forecasting discount rates and making market comparisons, and circumstances affecting the Adviser’s, Administrator’s and our service providers’ personnel during the pandemic;

•limitations on our ability to raise new capital;

•significant changes to the valuations of pending investments; and

•imitations on our ability to make distributions to our shareholders due to material adverse impacts on our cash flows from operations or liquidity.

The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19 on economic and market conditions, and, as a result, present material uncertainty and risk with respect to us and the performance of our investments. The full extent of the impact and effects of COVID-19 will depend on future developments, including, among other factors, the duration and spread of the outbreak, along with related travel advisories, quarantines and restrictions, the recovery time of the disrupted supply chains and industries, the impact of labor market interruptions, the impact of government interventions, the availability and use of effective vaccines, and uncertainty with respect to the duration of the global economic slowdown. COVID-19 and the current financial, economic and capital markets environment, and future developments in these and other areas present uncertainty and risk with respect to our performance, financial condition, results of operations and ability to pay distributions.

The United Kingdom’s exit from the European Union may create significant risks and uncertainty for global markets and our investments.

The United Kingdom (the “UK”) formally left the European Union (the “EU”) on January 31, 2020 (commonly known as “Brexit”), followed by an implementation period, during which EU law continued to apply in the UK and the UK maintained its EU single market access rights and EU customs union membership. The implementation period expired on December 31, 2020. Consequently, the UK has become a third country vis-à-vis the EU, without access to the single market or membership of the EU customs union.

During the implementation period, on December 30, 2020, the UK and the EU signed a trade and cooperation agreement (the “TCA”) to govern their ongoing relationship. The TCA was officially ratified by the UK Parliament on December 30, 2020, and was ratified by the EU Parliament and Council on April 27, 2021. It is anticipated that further details of the relationship between the UK and the EU will continue to be negotiated even after formal ratification of the TCA.

Over time, UK regulated firms and other UK businesses may be adversely affected by the terms of the TCA (assuming it is formally ratified by the EU), as compared with the position prior to the expiration of the implementation period on December 31, 2020. For example, the TCA introduces new customs checks, as well as new restrictions on the provision of cross-border services and on the free movement of employees. These changes have the potential to materially impair the profitability of a business, and to require it to adapt or even relocate.

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Although it is probable that any adverse effects flowing from the UK’s withdrawal from the EU will principally affect the UK (and those having an economic interest in, or connected to, the UK), given the size and global significance of the UK’s economy, the impact of the withdrawal is unpredictable and likely to be an ongoing source of instability, produce significant currency fluctuations, and/or have other adverse effects on international markets, international trade agreements and/or other existing cross-border cooperation arrangements (whether economic, tax, fiscal, legal, regulatory or otherwise). The withdrawal of the UK from the EU could therefore adversely affect us. In addition, although it seems less likely following the expiration of the transition period than at the time of the UK’s referendum, the withdrawal of the UK from the EU could have a further destabilizing effect if any other member states were to consider withdrawing from the EU, presenting similar and/or additional potential risks and consequences to our business and financial results.

Our Declaration of Trust includes exclusive forum and jury trial waiver provisions that could limit a shareholder’s ability to bring a claim or, if such provisions are deemed inapplicable or unenforceable by a court, may cause the Company to incur additional costs associated with such action.

Our Declaration of Trust provides that, to the fullest extent permitted by law, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a duty owed by any trustee, officer or other agent of the Company to the Company or our shareholders, (iii) any action asserting a claim arising pursuant to any provision of Title 12 of the Delaware Code, Delaware statutory or common law, our Declaration of Trust, or (iv) any action asserting a claim governed by the internal affairs doctrine (for the avoidance of doubt, including any claims brought to interpret, apply or enforce the federal securities laws of the United States, including, without limitation, the 1940 Act or the securities or antifraud laws of any international, national, state, provincial, territorial, local or other governmental or regulatory authority, including, in each case, the applicable rules and regulations promulgated thereunder) shall be the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, any other court in the State of Delaware with subject matter jurisdiction. In addition, our Declaration of Trust provides that no shareholder may maintain a derivative action on behalf of the Company unless holders of at least ten percent (10%) of the outstanding shares join in the bringing of such action. These provisions of our Declaration of Trust may make it more difficult for shareholders to bring a derivative action than a company without such provisions.

Our Declaration of Trust also includes an irrevocable waiver of the right to trial by jury in all such claims, suits, actions and proceedings. Any person purchasing or otherwise acquiring any of our Common Shares shall be deemed to have notice of and to have consented to these provisions of our Declaration of Trust. These provisions may limit a shareholder’s ability to bring a claim in a judicial forum or in a manner that it finds favorable for disputes with the Company or the Company’s trustees or officers, which may discourage such lawsuits. Alternatively, if a court were to find the exclusive forum provision or the jury trial waiver provision to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions or in other manners, which could have a material adverse effect on our business, financial condition and results of operations.

Notwithstanding any of the foregoing, neither we nor any of our investors are permitted to waive compliance with any provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.

Our investments in prospective portfolio companies may be risky, and we could lose all or part of our investment.

Risk Retention Vehicles. We may invest in CLO debt and equity tranches and warehouse investments directly or indirectly through an investment in U.S. and/or European vehicles (“Risk Retention Vehicles”) established for the purpose of satisfying U.S. and/or E.U. regulations that require eligible risk retainers to purchase and retain specified amounts of the credit risk associated with certain CLOs, which vehicles themselves are invested in CLO securities, warehouse investments and/or senior secured obligations. Risk Retention Vehicles will be structured to satisfy the retention requirements by purchasing and retaining the percentage of CLO notes prescribed under the applicable retention requirements (the “Retention Notes”) and will include Risk Retention Vehicles with respect to CLOs managed by other collateral managers, but will not include Risk Retention Vehicles with respect to CLOs for which the Adviser or its affiliates acts as collateral manager.

Indirect investments in CLO equity securities (and in some instances more senior CLO securities) and warehouse investments through entities that have been established to satisfy the U.S. retention requirements and/or the European retention requirements may allow for better economics for us (including through fee rebate arrangements) by creating stronger negotiating positions with CLO managers and underwriting banks who are incentivized to issue CLOs and who require the participation of a Risk Retention Vehicle to enable the CLO securities to be issued. However, Retention Notes differ from other securities of the same ranking since the retention requirements prescribe that such Retention Notes must be held by the relevant risk retainer for a specified period. In the case of European Risk Retention Vehicles, the prescribed holding period is the lifetime of the CLO, and in the case of U.S. Risk Retention Vehicles it is the longer of (x) the period until the CLO has paid down its securities to 33% of their original principal amount, (y) the period until the CLO has sold down its assets to 33% of their original principal amount and (z) two years after the closing of the CLO. In addition, Retention Notes are subject to other restrictions not imposed on other securities of the same ranking; for example, Retention Notes may not be subject to credit risk

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mitigation, and breach of the retention requirements may result in the imposition of regulatory sanctions or, in the case of the European retention requirements, in claims being brought against the retaining party.

A portion of our portfolio may be invested in the life sciences industry.

Investments in the life sciences industry involve a high degree of risk that can result in substantial losses. For example, investing in these assets involves substantial risks, including, but not limited to, the following: the obsolescence of products; erosion of sales due to generic or biosimilar competition; change in government policies and governmental investigations; potential litigation alleging negligence, products liability torts, breaches of warranty, intellectual property infringement and other legal theories; extensive and evolving government regulation; disappointing results from preclinical testing in new indications; indications of safety concerns; insufficient clinical trial data in certain jurisdictions to support the safety or efficacy of the product candidate; difficulty in obtaining all necessary regulatory approvals in each additional proposed jurisdiction; inability to manufacture sufficient quantities of the product for development or commercialization in a timely or cost-effective manner; substantial commercial risk; and the fact that, even after regulatory approval has been obtained, the product and its manufacturer are subject to continual regulatory review, and any discovery of previously unknown problems with the product or the manufacturer may result in restrictions or recalls. Many of these companies may operate as a loss, or with substantial variations in operating results for a period of time after product approval. In addition, many of the companies will need substantial additional capital to support additional research and development activities and may face intense competition from biopharmaceutical companies with greater financial resources, more extensive research and development capabilities and a larger number of qualified managerial and technical personnel.

Biopharmaceutical product sales may also be lower than expected due to pricing pressures, insufficient demand, product competition, failure of clinical trials, lack of market acceptance, obsolescence, loss of patent protection, the impact of the COVID-19 global pandemic or other factors and development-stage product candidates may fail to reach the market. Unexpected side effects, safety or efficacy concerns can arise with respect to a product, leading to product recalls, withdrawals or declining sales of our life sciences portfolio companies.

We may enter into repurchase agreements or reverse repurchase agreements.

Subject to our investment objectives and policies, we may invest in repurchase agreements as a buyer for investment purposes. Repurchase agreements typically involve the acquisition by us of debt securities from a selling financial institution such as a bank, savings and loan association or broker-dealer. The agreement provides that we will sell the securities back to the institution at a fixed time in the future for the purchase price plus premium (which often reflects the interests). We do not bear the risk of a decline in the value of the underlying security unless the seller defaults under its repurchase obligation. In the event of the bankruptcy or other default of a seller of a repurchase agreement, we could experience both delays in liquidating the underlying securities and losses, including (1) possible decline in the value of the underlying security during the period in which we seek to enforce its rights thereto; (2) possible lack of access to income on the underlying security during this period; and (3) expenses of enforcing its rights. In addition, as described above, the value of the collateral underlying the repurchase agreement will be at least equal to the repurchase price, including any accrued interest earned on the repurchase agreement. In the event of a default or bankruptcy by a selling financial institution, we generally will seek to liquidate such collateral. However, the exercise of our right to liquidate such collateral could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the repurchase price, we could suffer a loss.

Subject to our investment objectives and policies, we invest in repurchase agreements as a seller, also known as a “reverse repurchase agreement.” Our use of reverse repurchase agreements involves many of the same risks involved in our use of leverage, as the proceeds from reverse repurchase agreements generally will be invested in additional portfolio investments. There is a risk that the market value of the securities acquired in the reverse repurchase agreement may decline below the price of the securities that we have sold but remains obligated to repurchase. If the buyer of securities under a reverse repurchase agreement were to file for bankruptcy or experiences insolvency, we may be adversely affected. Also, in entering into reverse repurchase agreements, we would bear the risk of loss to the extent that the proceeds of the reverse repurchase agreement are less than the value of the underlying securities. In addition, due to the interest costs associated with reverse repurchase agreements transactions, our NAV will decline, and, in some cases, we may be worse off than if we had not used such instruments.

We may invest through various joint ventures.

From time to time, we may hold a portion of its investments through partnerships, joint ventures, securitization vehicles or other entities with third-party investors (collectively, “joint ventures”). Joint venture investments involve various risks, including the risk that we will not be able to implement investment decisions or exit strategies because of limitations on our control under applicable agreements with joint venture partners, the risk that a joint venture partner may become bankrupt or may at any time have economic or business interests or goals that are inconsistent with those of the Company, the risk that a joint venture partner may be in a position to take action contrary to the Company’s objectives, the risk of liability based upon

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the actions of a joint venture partner and the risk of disputes or litigation with such partner and the inability to enforce fully all rights (or the incurrence of additional risk in connection with enforcement of rights) one partner may have against the other, including in connection with foreclosure on partner loans, because of risks arising under state law. In addition, we may, in certain cases, be liable for actions of our joint venture partners. The joint ventures in which we participate may sometimes be allocated investment opportunities that might have otherwise gone entirely to the Company, which may reduce our return on equity. Additionally, our joint venture investments may be held on an unconsolidated basis and at times may be highly leveraged. Such leverage would not count toward the investment limits imposed on us by the 1940 Act

The incentive fee based on income takes into account our past performance.

Upon consummation of the IPO, the Incentive Fee based on income will be determined and paid quarterly in arrears at the end of each calendar quarter by reference to our aggregate net investment income, as adjusted, from the calendar quarter then ending and the Trailing Twelve Quarters. The effect of calculating the incentive fee using reference to the Trailing Twelve Quarters is that, in certain circumstances, an incentive fee based on income will be payable to the Adviser although our net income for such quarter did not exceed the hurdle rate or the incentive fee will be higher than it would have been if calculated based on our performance for the applicable quarter without taking into account the Trailing Twelve Quarters. For example, if we experience a net loss for any particular quarter, an incentive fee may still be paid to the Adviser if such net loss is less than the net loss for the most recent quarter that preceded the Trailing Twelve Quarters. In such circumstances, the Adviser would be entitled to an incentive fee whereas it would not have been entitled to an incentive fee if calculated solely on the basis of our performance for the applicable quarter.

Segregation and asset coverage requirements may limit our investment discretion.

Certain portfolio management techniques, such as engaging in reverse repurchase agreements or firm commitments may be considered senior securities unless appropriate steps are taken to segregate our assets or otherwise cover its obligations. When employing these techniques, we may segregate liquid assets, enter into offsetting transactions or own positions covering its obligations. To the extent we cover our commitment under such a portfolio management technique, such instrument will not be considered a senior security for the purposes of the 1940 Act. We may cover such transactions using other methods currently or in the future permitted under the 1940 Act, the rules and regulations thereunder, or orders issued by the SEC thereunder. For these purposes, interpretations and guidance provided by the SEC staff may be taken into account when deemed appropriate by us. These segregation and coverage requirements could result in the Company maintaining securities positions that we would otherwise liquidate, segregating assets at a time when it might be disadvantageous to do so or otherwise restricting portfolio management and limit our investment discretion. Such segregation and cover requirements will not limit or offset losses on related positions. In connection with the adoption of Rule 18f-4 of the 1940 Act, the SEC eliminated the asset segregation framework arising from prior SEC guidance for covering positions in derivatives and certain financial instruments. Among other things, Rule 18f-4 limits a company’s derivatives exposure through a value-at-risk test and requires the adoption and implementation of a derivatives risk management program for certain derivatives users. Subject to certain conditions, limited derivatives users (as defined in Rule 18f-4), such as the Company, however, would not be subject to the full requirements of Rule 18f-4. We will comply with the requirements of the new rule on or before the SEC’s compliance date in 2022.

Prior to the IPO, there has been no public market for our common shares, and we cannot assure you that a market for our common shares will develop or that the market price of common shares will not decline following the offering. Our common share price may be volatile and may fluctuate substantially.

The Company is listed on the NYSE under the symbol “BXSL.” We cannot assure you that a trading market will develop for our common shares after the IPO or, if one develops, that the trading market can be sustained. In addition, we cannot predict the prices at which our common shares will trade. The offering price for our common shares will be determined through our negotiations with the underwriters and may not bear any relationship to the market price at which it may trade after the IPO. Shares of companies offered in an initial public offering often trade at a discount to the initial offering price due to underwriting discounts and commissions and related offering expenses. Also, shares of closed-end investment companies, including BDCs, frequently trade at a discount from their net asset value and our shares may also be discounted in the market. This characteristic of closed-end investment companies is separate and distinct from the risk that our net asset value per share may decline. We cannot predict whether our common shares will trade at, above or below net asset value. The risk of loss associated with this characteristic of closed-end management investment companies may be greater for investors expecting to sell common shares purchased in the offering soon after the offering. In addition, if our common shares trades below its net asset value, we will generally not be able to sell additional common shares to the public at its market price without first obtaining the approval of a majority of our shareholders (including a majority of our unaffiliated shareholders) and our independent directors for such issuance.

The market price and liquidity of the market for our common shares may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:

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•significant volatility in the market price and trading volume of securities of BDCs or other companies in the sector in which we operate, which are not necessarily related to the operating performance of these companies;

•changes in regulatory policies or tax guidelines, particularly with respect to RICs or BDCs;

•loss of RIC status;

•changes in earnings or variations in operating results;

•changes in the value of our portfolio of investments;

•any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;

•departure of key personnel from our Adviser;

•operating performance of companies comparable to us;

•general economic trends and other external factors; and

•loss of a major funding source.

A shareholder’s interest in us will be diluted if we issue additional shares, which could reduce the overall value of an investment in us.

Our shareholders do not have preemptive rights to purchase any shares we issue in the future. Our charter authorizes us to issue an unlimited number of shares. Our Board may elect to sell additional shares in the future or issue equity interests in private offerings. To the extent we issue additional equity interests at or below net asset value, your percentage ownership interest in us may be diluted. In addition, depending upon the terms and pricing of any additional offerings and the value of our investments, you may also experience dilution in the book value and fair value of your shares.

Under the 1940 Act, we generally are prohibited from issuing or selling our common shares at a price below net asset value per share, which may be a disadvantage as compared with certain public companies. We may, however, sell our common shares, or warrants, options, or rights to acquire our common shares, at a price below the current net asset value of our common shares if our Board and independent directors determine that such sale is in our best interests and the best interests of our shareholders, and our shareholders, including a majority of those shareholders that are not affiliated with us, approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board, closely approximates the fair value of such securities (less any distributing commission or discount). If we raise additional funds by issuing common shares or senior securities convertible into, or exchangeable for, our common shares, then the percentage ownership of our shareholders at that time will decrease and you will experience dilution.

Sales of substantial amounts of our common shares in the public market may have an adverse effect on the market price of our common shares.

The common shares sold in the IPO will be freely tradable without restriction or limitation under the Securities Act.

Any shares purchased in the IPO or currently owned by our affiliates, as defined in the Securities Act, will be subject to the public information, manner of sale and volume limitations of Rule 144 under the Securities Act. The remaining common shares that will be outstanding upon the completion of the IPO will be “restricted securities” under the meaning of Rule 144 promulgated under the Securities Act and may only be sold if such sale is registered under the Securities Act or exempt from registration, including the exemption under Rule 144.

In addition, without the consent of the Adviser:

• prior to January 3, 2022, a shareholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber any common share held by such shareholder prior to the date of the IPO (and any DRIP shares received with respect to such common shares);

• prior to March 1, 2022, a shareholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber 90% of the common shares held by such shareholder prior to the date of the IPO (and any DRIP shares received with respect to such common shares);

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• prior to May 1, 2022, a shareholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber 75% of the common shares held by such shareholder prior to the date of the IPO (and any DRIP shares received with respect to such common shares); and

• prior to July 1, 2022, a shareholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber 50% of the common shares held by such shareholder prior to the date of the IPO (and any DRIP shares received with respect to such common shares).

This means that, as a result of these transfer restrictions, without the consent of the Adviser, a shareholder who owned 100 common shares on the date of the IPO could not sell any of such shares until January 3, 2022; prior to March 1, 2022, such shareholder could only sell up to 10 of such shares; prior to May 1, 2022 , such shareholder could only sell up to 25 of such shares; prior to July 1, 2022, such shareholder could only sell up to 50 of such shares; and after July 1, 2022, such shareholder could sell all of such shares. Consent by the Adviser to waive any of the foregoing transfer restrictions is subject to the consent of the representatives on behalf of the underwriters in the IPO. In addition, our trustees have agreed for a period of 180 days after the date of the IPO and our executive officers who are not trustees have agreed for a period of 180 days after the date of the IPO, not to transfer (whether by sale, gift, merger, by operation of law or otherwise) their common shares without the prior written consent of the representatives on behalf of the underwriters, subject to certain exceptions.

Following the IPO and the expiration of applicable lock-up periods, subject to applicable securities laws, sales of substantial amounts of our common shares, or the perception that such sales could occur, could adversely affect the prevailing market prices for our common shares. If this occurs, it could impair our ability to raise additional capital through the sale of equity securities should we desire to do so. We cannot predict what effect, if any, future sales of securities, or the availability of securities for future sales, will have on the market price of our common shares prevailing from time to time.

Distributions on our common shares may exceed our taxable earnings and profits. Therefore, portions of the distributions that we pay may represent a return of capital to you. A return of capital is a return of a portion of your original investment in common shares. As a result, a return of capital will (i) lower your tax basis in your shares and thereby increase the amount of capital gain (or decrease the amount of capital loss) realized upon a subsequent sale or redemption of such shares, and (ii) reduce the amount of funds we have for investment in portfolio companies. We have not established any limit on the extent to which we may use offering proceeds to fund distributions.

We may pay our distributions from offering proceeds in anticipation of future cash flow, which may constitute a return of your capital and will lower your tax basis in your shares, thereby increasing the amount of capital gain (or decreasing the amount of capital loss) realized upon a subsequent sale or redemption of such shares, even if such shares have not increased in value or have, in fact, lost value.

Shareholders will experience dilution in their ownership percentage if they do not participate in our dividend reinvestment plan.

Shareholders may experience dilution in the net asset value of their shares if they do not participate in our dividend reinvestment plan and if our shares are trading at a discount to net asset value.

All distributions declared in cash payable to shareholders that are participants in our dividend reinvestment plan will generally be automatically reinvested in common shares if the investor opts in to the plan. As a result, shareholders who do not elect to participate in our dividend reinvestment plan may experience accretion to the net asset value of their shares if our shares are trading at a premium to net asset value and dilution if our shares are trading at a discount to net asset value. The level of accretion or discount would depend on various factors, including the proportion of our shareholders who participate in the plan, the level of premium or discount at which our shares are trading and the amount of the distribution payable to shareholders.

Purchases of our common shares by us under the Company 10b5-1 Plan may result in the price of our common shares being higher than the price that otherwise might exist in the open market.

On October 18, 2021, our Board approved the Company 10b5-1 Plan. Under the Company 10b5-1 Plan, Morgan Stanley & Co. LLC, as agent for the Company, will acquire up to the greater of $250 million and the net proceeds from the IPO in the aggregate of our common shares during the period beginning on the later of (i) 30 calendar days following the date of the IPO and (ii) four full calendar weeks following the completion of the offering and will terminate upon the earliest to occur of (i) 12-months (tolled for periods during which the Company 10b5-1 Plan is suspended), (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the Company 10b5-1 Plan equals the greater of $250 million and the net proceeds from the IPO and (iii) the occurrence of certain other events described in the Company 10b5-1 Plan.

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Whether purchases will be made under the Company 10b5-1 Plan and how much will be purchased at any time is uncertain, dependent on prevailing market prices and trading volumes, all of which we cannot predict. These activities may have the effect of maintaining the market price of our common shares or retarding a decline in the market price of the common shares, and, as a result, the price of our common shares may be higher than the price that otherwise might exist in the open market.

Purchases of our common shares by us under the Company 10b5-1 Plan may result in dilution to our net asset value per share.

The Company 10b5-1 Plan is intended to require Morgan Stanley & Co. LLC, as our agent, to repurchase our common shares on our behalf when the market price per share is below the most recently reported net asset value per share (including any updates, corrections or adjustments publicly announced by us to any previously announced net asset value per share). Under the Company 10b5-1 Plan, the agent will increase the volume of purchases made as the price of our common shares declines, subject to volume restrictions.

Because purchases under the Company 10b5-1 Plan will be made beginning at any price below our most recently reported net asset value per share, if our net asset value per share as of the end of a quarter is lower than the net asset per share as of the end of the prior quarter, purchases under the Company 10b5-1 Plan during the period from the end of a quarter to the time of our earnings release announcing the new net asset value per share for that quarter may result in dilution to our net asset value per share. This dilution would occur because we would repurchase shares under the Company 10b5-1 Plan at a price above the net asset value per share as of the end of the most recent quarter end, which would cause a proportionately smaller increase in our shareholders’ interest in our earnings and assets and their voting interest in us than the decrease in our assets resulting from such repurchase. As a result of any such dilution, our market price per share may decline. The actual dilutive effect will depend on the number of common shares that could be so repurchased, the price and the timing of any repurchases under the Company 10b5-1 Plan.

If we issue preferred shares or convertible debt securities, the net asset value of our common shares may become more volatile.

We cannot assure you that the issuance of preferred shares and/or convertible debt securities would result in a higher yield or return to the holders of our common shares. The issuance of preferred shares or convertible debt would likely cause the net asset value of our common shares to become more volatile. If the dividend rate on the preferred shares, or the interest rate on the convertible debt securities, were to approach the net rate of return on our investment portfolio, the benefit of such leverage to the holders of our common shares would be reduced. If the dividend rate on the preferred shares, or the interest rate on the convertible debt securities, were to exceed the net rate of return on our portfolio, the use of leverage would result in a lower rate of return to the holders of common shares than if we had not issued the preferred shares or convertible debt securities. Any decline in the net asset value of our investment would be borne entirely by the holders of our common shares. Therefore, if the market value of our portfolio were to decline, the leverage would result in a greater decrease in net asset value to the holders of our common shares than if we were not leveraged through the issuance of preferred shares or debt securities. This decline in net asset value would also tend to cause a greater decline in the market price, if any, for our common shares.

There is also a risk that, in the event of a sharp decline in the value of our net assets, we would be in danger of failing to maintain required asset coverage ratios, which may be required by the preferred shares or convertible debt, or our current investment income might not be sufficient to meet the dividend requirements on the preferred shares or the interest payments on the debt securities. In order to counteract such an event, we might need to liquidate investments in order to fund the redemption of some or all of the preferred shares or convertible debt. In addition, we would pay (and the holders of our common shares would bear) all costs and expenses relating to the issuance and ongoing maintenance of the preferred shares, debt securities, convertible debt, or any combination of these securities. Holders of preferred shares or convertible debt may have different interests than holders of common shares and may at times have disproportionate influence over our affairs.

Holders of any preferred shares that we may issue will have the right to elect certain members of our Board and have class voting rights on certain matters.

The 1940 Act requires that holders of preferred shares must be entitled as a class to elect two trustees at all times and to elect a majority of the trustees if dividends on such preferred shares are in arrears by two years or more, until such arrearage is eliminated. In addition, certain matters under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred shares, including changes in fundamental investment restrictions and conversion to open-end status and, accordingly, preferred shareholders could veto any such changes. Restrictions imposed on the declarations and payment of dividends or other distributions to the holders of our common shares and preferred shares, both by the 1940 Act and by requirements imposed by rating agencies, might impair our ability to maintain our tax treatment as a RIC for U.S. federal income tax purposes.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Refer to "Item 1. Financial Statements—Notes to Consolidated Financial Statements—Note 8. Net Assets" in this Form 10-Q for issuances of our shares during the quarter. Such issuances were part of our Private Offering pursuant to Section 4(a)(2) of the 1933 Act and Regulation D thereunder.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Exhibit Number						Description of Exhibits
3.1						Fourth Amended and Restated Declaration of Trust, dated as of October 18, 2021 (incorporated by reference to Exhibit (a)(1) to the Registrant’s Registration Statement on Form N-2 filed on October 18, 2021).

3.2						Amended and Restated Bylaws, dated as of October 18, 2021 (incorporated by reference to Exhibit (b) to the Registrant’s Registration Statement on Form N-2 filed on October 18, 2021).

4.1						Indenture, dated as of July 15, 2020, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on July 15, 2020).

4 .2						Fourth Supplemental Indenture, dated as of July 23, 2021, relating to the 2.125% Notes due 2027, by and between the Fund and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on July 27, 2021).

4 .3						Form of 2.125% Notes due 2027 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on July 27, 2021).

4 .4						Registration Rights Agreement, dated as of July 23, 2021, by and among the Fund and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC, as the representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on July 27, 2021).

4 .5						Fifth Supplemental Indenture, dated as of September 30, 2021, relating to the 2.850% Notes due 2028, by and between the Fund and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 1, 2021).

4.6						Form of 2.850% Notes due 2028 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on October 1, 2021).

4.7						Registration Rights Agreement, dated as of September 30, 2021, by and among the Fund and Citigroup Global Markets Inc., J.P. Morgan Securities, LLC, RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., and Wells Fargo Securities, LLC, as the representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on October 1, 2021).

4.8						Amended and Restated Investment Advisory Agreement between Blackstone Secured Lending Fund and the Blackstone Credit BDC Advisors LLC, dated as of October 18, 2021 (incorporated by reference to Exhibit (g) to the Registrant’s Registration Statement on Form N-2 filed on October 18, 2021).

4.9						Waiver Letter Agreement between Blackstone Secured Lending Fund and the Blackstone Credit BDC Advisors LLC, dated October 18, 2021 (incorporated by reference to Exhibit (k)(23) to the Registrant’s Registration Statement on Form N-2 filed on October 18, 2021).

10.1						Amendment and R estated A greement , dated as of June 30 , 2021, to the Senior Secured Credit Agreement, dated as of June 15, 2020, by and among the Company, each of the lenders from time to time party thereto and Citibank, N.A., as administrative agent. *

10.2						Incremental Assumption Agreement, dated as of August 4, 2021, to the Senior Secured Credit Agreement, dated as of June 15, 2020, by and among the Company, each of the lenders from time to time party thereto and Citibank, N.A., as administrative agent. *

31.1						Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2						Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

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Exhibit Number						Description of Exhibits
32.2						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

_________________________

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		Blackstone Secured Lending Fund


Date:	November 12, 2021	/s/ Brad Marshall
		Brad Marshall
		Chief Executive Officer

Date:	November 12, 2021	/s/ Stephan Kuppenheimer
		Stephan Kuppenheimer
		Chief Financial Officer