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Blackstone Secured Lending Fund - Quarter Report: 2023 June (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 June 30, 2023
OR
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
N/A
(Former name, former address and former fiscal year, if changed since last report)
_______________________________________________________________________

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, a smaller reporting company, or an emerging growth company. See the definitions 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 Exchange Act).   YES  ☐   NO  ☒
The number of shares of Registrant’s common shares of beneficial interest (“Common Shares”), $0.001 par value per share, outstanding as of August 7, 2023 was 165,623,817 .


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Condensed Consolidated Schedules of Investments as of June 30, 2023 and December 31, 2022 (Unaudited)
 

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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 and buy back shares to execute our investment strategy;
general economic, logistical and political trends and other external factors, including inflation and recent supply chain and labor market 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 including the use of borrowed money to finance a portion of our investments and the effect of the COVID-19 pandemic on the availability of equity and debt capital on favorable terms or at all;
our business prospects and the prospects of our portfolio companies, including our and their ability to effectively respond to challenges posed by COVID-19;
the ability of the Adviser to source suitable investments for us and to monitor and administer our investments;
the impact of future acquisitions and divestitures;
the ability of the Adviser or its affiliates to attract and retain highly talented professionals;
general price and volume fluctuations in the stock market;
our ability to 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, 2022 as updated by the Company's periodic filings with the United States Securities and Exchange Commission (the “SEC”). 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. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future file with the SEC including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K.
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 “Exchange Act”).
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WEBSITE DISCLOSURE
We use our website (www.bxsl.com) as a channel of distribution of company information. The information we post through this channel may be deemed material. Accordingly, investors should monitor this channel, in addition to following our press releases, SEC filings and public conference calls, and webcasts. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the “Contact Us” section of our website at http://ir.bxsl.com. The contents of our website and any alerts are not, however, a part of this report.
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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.
Blackstone Secured Lending Fund
Condensed Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share amounts)
(Unaudited)
 June 30, 2023December 31, 2022
ASSETS
Investments at fair value 
Non-controlled/non-affiliated investments (cost of $9,353,285 and $9,621,233 at June 30, 2023 and December 31, 2022, respectively)
$9,282,040 $9,560,664 
Non-controlled/affiliated investments (cost of $1 and $36,639 at June 30, 2023 and December 31, 2022, respectively)
6,491 56,584 
Total investments at fair value (cost of $9,353,286 and $9,657,872 at June 30, 2023 and December 31, 2022, respectively)
9,288,531 9,617,248 
Cash and cash equivalents147,383 131,272 
Interest receivable from non-controlled/non-affiliated investments74,843 97,874 
Deferred financing costs16,023 13,332 
Receivable for investments sold45,333 49,269 
Receivable for shares sold336 — 
Total assets$9,572,449 $9,908,995 
LIABILITIES
Debt (net of unamortized debt issuance costs of $30,162 and $35,289 at June 30, 2023 and December 31, 2022, respectively)
$4,977,981 $5,527,715 
Payable for investments purchased19,528 20,273 
Due to affiliates12,284 10,809 
Management fees payable (Note 3)18,207 18,595 
Income based incentive fees payable (Note 3)29,565 24,773 
Capital gains incentive fees payable (Note 3)— 5,506 
Interest payable45,281 45,289 
Distribution payable (Note 8)115,783 96,218 
Accrued expenses and other liabilities3,549 851 
Total liabilities5,222,178 5,750,029 
Commitments and contingencies (Note 7)
NET ASSETS
Common shares, $0.001 par value (unlimited shares authorized; 165,417,269 and 160,362,861 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively)
165 160 
Additional paid in capital4,168,948 4,033,113 
Distributable earnings (loss)181,158 125,693 
Total net assets4,350,271 4,158,966 
Total liabilities and net assets$9,572,449 $9,908,995 
NET ASSET VALUE PER SHARE$26.30 $25.93 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Blackstone Secured Lending Fund
Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(Unaudited)
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Investment income:
From non-controlled/non-affiliated investments:
Interest income$273,914 $174,855 $528,135 $345,844 
Payment in-kind interest income11,275 10,808 21,116 19,494 
Dividend income159 — 159 5,908 
Fee income5,017 1,328 5,893 1,342 
Total investment income290,365 186,991 555,303 372,588 
Expenses:
Interest expense66,148 45,084 132,876 85,385 
Management fees (Note 3)24,276 25,892 48,972 51,528 
Income based incentive fees (Note 3)34,493 20,880 64,886 42,164 
Capital gains incentive fees (Note 3)(3,949)(3,851)(5,506)(3,170)
Professional fees1,019 1,058 2,207 1,765 
Board of Trustees' fees236 209 461 390 
Administrative service expenses (Note 3)675 349 1,054 1,189 
Other general and administrative2,000 1,560 3,605 2,887 
Total expenses124,898 91,181 248,555 182,138 
Management fees waived (Note 3)(6,069)(6,473)(12,243)(12,882)
Incentive fees waived (Note 3)(4,928)(2,983)(9,270)(6,023)
Net expenses113,901 81,725 227,042 163,233 
Net investment income before excise tax176,464 105,266 328,261 209,355 
Excise tax expense4,979 — 7,601 1,386 
Net investment income after excise tax171,485 105,266 320,660 207,969 
Realized and unrealized gain (loss):
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments(28,456)(27,521)(35,218)(29,594)
Non-controlled/affiliated investments(8,814)(123)(13,455)(197)
Translation of assets and liabilities in foreign currencies(223)(333)(3,364)402 
Net unrealized appreciation (depreciation)(37,493)(27,977)(52,037)(29,389)
Realized gain (loss):
Non-controlled/non-affiliated investments(8,020)2,478 (11,506)7,860 
Non-controlled/affiliated investments7,207 — 7,207 — 
Foreign currency transactions11,671 (176)19,324 391 
Net realized gain (loss)10,858 2,302 15,025 8,251 
Net realized and unrealized gain (loss)(26,635)(25,675)(37,012)(21,138)
Net increase (decrease) in net assets resulting from operations$144,850 $79,591 $283,648 $186,831 
Net investment income per share (basic and diluted)$1.06 $0.62 $1.99 $1.23 
Earnings per share (basic and diluted)$0.90 $0.47 $1.76 $1.10 
Weighted average shares outstanding (basic and diluted)161,079,263 169,426,422 160,792,160 169,489,006 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Blackstone Secured Lending Fund
Condensed Consolidated Statements of Changes in Net Assets
(in thousands)
(Unaudited)
Par AmountAdditional Paid in CapitalDistributable Earnings (Loss)Total Net Assets
Balance, March 31, 2023$162 $4,038,243 $152,091 $4,190,496 
Issuance of common shares, net of offering and underwriting costs124,930 — 124,933 
Common shares sold, not yet issued (1)
— 336 — 336 
Reinvestment of dividends (1)
— 

5,439 — 5,439 
Net investment income— — 171,485 171,485 
Net realized gain (loss) on investments— — 10,858 10,858 
Net change in unrealized appreciation (depreciation) on investments— — (37,493)(37,493)
Dividends declared and payable from net investment income— — (115,783)(115,783)
Balance, June 30, 2023$165 $4,168,948 $181,158 $4,350,271 
Par AmountAdditional Paid in CapitalDistributable Earnings (Loss)Total Net Assets
Balance, December 31, 2022$160 $4,033,113 $125,693 $4,158,966 
Issuance of common shares, net of offering and underwriting costs124,930 — 124,933 
Common shares sold, not yet issued (1)
— 336 — 336 
Reinvestment of dividends10,569 — 10,571 
Net investment income— — 320,660 320,660 
Net realized gain (loss) on investments— — 15,025 15,025 
Net change in unrealized appreciation (depreciation) on investments— — (52,037)(52,037)
Dividends declared and payable from net investment income— — (228,183)(228,183)
Balance, June 30, 2023$165 $4,168,948 $181,158 $4,350,271 
(1) The par amount of the shares is less than 1,000 and rounds to zero.

The accompanying notes are an integral part of these condensed consolidated financial statements.
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Blackstone Secured Lending Fund
Condensed Consolidated Statements of Changes in Net Assets
(in thousands)
(Unaudited)
Par AmountAdditional Paid in CapitalDistributable Earnings (Loss)Total Net Assets
Balance, March 31, 2022$170 $4,256,593 $177,107 $4,433,870 
Reinvestment of dividends— 16,501 — 16,501 
Net investment income— — 105,266 105,266 
Net realized gain (loss) on investments— — 2,302 2,302 
Net change in unrealized appreciation (depreciation) on investments— — (27,977)(27,977)
Dividends declared and payable from net investment income— — (123,164)(123,164)
Repurchases(2)(51,723)— (51,725)
Balance, June 30, 2022$168 $4,221,371 $133,534 $4,355,073 
Par AmountAdditional Paid in CapitalDistributable Earnings (Loss)Total Net Assets
Balance, December 31, 2021$169 $4,245,125 $202,185 $4,447,479 
Reinvestment of dividends27,969 — 27,970 
Net investment income— — 207,969 207,969 
Net realized gain (loss) on investments— — 8,251 8,251 
Net change in unrealized appreciation (depreciation) on investments— — (29,389)(29,389)
Dividends declared and payable from net investment income— — (255,482)(255,482)
Repurchases(2)(51,723)— (51,725)
Balance, June 30, 2022$168 $4,221,371 $133,534 $4,355,073 

The accompanying notes are an integral part of these condensed consolidated financial statements.
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Blackstone Secured Lending Fund
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
Six Months Ended June 30,
 20232022
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations$283,648 $186,831 
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 investments48,673 29,791 
Net unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies3,364 (402)
Net realized (gain) loss on investments4,299 (7,860)
Payment-in-kind interest capitalized(24,198)(20,551)
Net accretion of discount and amortization of premium(30,190)(20,669)
Amortization of deferred financing costs2,459 1,705 
Amortization of debt financing and debt issuance costs5,127 5,193 
Purchases of investments(219,153)(574,076)
Proceeds from sale of investments and principal repayments573,828 347,142 
Changes in operating assets and liabilities:
Interest receivable23,031 (8,966)
Receivable for investments sold3,936 102,972 
Other assets— 194 
Payable for investments purchased(745)(24,517)
Due to affiliates1,475 4,459 
Management fee payable(388)1,607 
Income based incentive fee payable4,792 (1,912)
Capital gains incentive fee payable(5,506)(3,171)
Interest payable(8)1,791 
Accrued expenses and other liabilities2,698 (2,399)
Net cash provided by (used in) operating activities677,142 17,162 
Cash flows from financing activities:
Borrowings on debt474,000 516,748 
Repayments on debt(1,068,360)(215,068)
Deferred financing costs paid(5,149)(5,755)
Deferred offering costs paid on issuance of common shares— (1,531)
Dividends paid in cash(198,713)(194,062)
Proceeds from issuance of common shares124,933 — 
Repurchased shares— (51,725)
Net cash provided by (used in) financing activities(673,289)48,607 
Net increase (decrease) in cash and cash equivalents3,853 65,769 
Effect of foreign exchange rate changes on cash and cash equivalents12,258 — 
Cash and cash equivalents, beginning of period131,272 102,879 
Cash and cash equivalents, end of period$147,383 $168,648 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Blackstone Secured Lending Fund
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
Six Months Ended June 30,
20232022
Supplemental information and non-cash activities:
Interest paid during the period$126,014 $76,306 
Distribution payable$115,783 $123,164 
Reinvestment of distributions during the period$10,571 $27,970 
Receivable for shares sold$336 $— 
Excise taxes paid$5,245 $4,106 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Blackstone Secured Lending Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1)FootnotesReference Rate and SpreadInterest Rate (2)(15)Maturity DatePar Amount/Units (1)Cost (3)Fair Value% of Net Assets
Investments—non-controlled/non-affiliated
First Lien Debt
Aerospace & Defense
Cobham Holdings, Inc.(4)(7)(10)SOFR + 6.75%11.99%1/9/2030$1,995 $1,929 $1,948 0.04 %
Corfin Holdings, Inc. (4)(11)SOFR + 6.00%11.41%2/5/2026198,368 196,116 194,400 4.47 
Corfin Holdings, Inc. (4)(11)L + 6.00%11.41%2/5/202668,941 68,176 67,562 1.55 
Corfin Holdings, Inc. (4)(10)SOFR + 6.00%11.38%12/27/2027951 916 932 0.02 
Linquest Corp. (4)(5)(10)SOFR + 5.75%10.95%7/28/20289,788 9,646 9,396 0.22 
MAG DS Corp. (11)SOFR + 5.50%10.84%4/1/202780,879 76,445 76,330 1.75 
Maverick Acquisition, Inc. (4)(11)L + 6.25%11.44%6/1/202714,779 14,586 11,823 0.27 
Maverick Acquisition, Inc. (4)(12)L + 6.25%11.44%6/1/20273,914 3,859 3,132 0.07 
TCFI AEVEX, LLC (4)(11)SOFR + 6.00%11.25%3/18/2026110,801 109,763 106,923 2.46 
481,436 472,446 10.85 
Air Freight & Logistics
AGI-CFI Holdings, Inc. (4)(10)SOFR + 5.75%10.86%6/11/202795,906 94,590 92,789 2.13 
ENV Bidco AB (4)(6)(10)SOFR + 5.75%10.99%7/19/20291,006 984 991 0.02 
ENV Bidco AB (4)(6)(7)(8)E + 5.75%9.35%7/19/2029EUR1,122 977 1,081 0.02 
Livingston International, Inc. (4)(6)(10)L + 5.50%10.84%4/30/2027128,198 126,102 125,634 2.89 
Mode Purchaser, Inc. (4)(11)SOFR + 6.25%11.44%12/9/2026143,110 141,703 143,110 3.29 
Mode Purchaser, Inc. (4)(11)SOFR + 6.25%11.44%2/5/20294,085 4,020 4,085 0.09 
Redwood Services Group, LLC (4)(7)(10)SOFR + 6.15%11.50%6/15/20292,784 2,735 2,723 0.06 
RoadOne Inc (4)(7)(11)SOFR + 6.25%11.11%12/30/20281,091 1,051 1,061 0.02 
RWL Holdings, LLC (4)(7)(10)SOFR + 5.75%11.14%12/31/202824,011 23,586 23,466 0.54 
SEKO Global Logistics Network, LLC (4)(5)(11)SOFR + 4.75%10.14%12/30/20264,583 4,542 4,548 0.10 
SEKO Global Logistics Network, LLC (4)(5)(11)L + 4.75%9.48%12/30/2026529 520 525 0.01 
SEKO Global Logistics Network, LLC (4)(5)(7)(11)P +3.75%12.00%12/30/2026103 98 99 0.00 
SEKO Global Logistics Network, LLC (4)(5)(7)(11)SOFR + 4.75%10.02%12/30/2026870 860 859 0.02 
SEKO Global Logistics Network, LLC (4)(5)(11)E + 4.75%6.95%12/30/2026EUR1,839 2,110 1,992 0.05 
403,878 402,963 9.24 
Building Products
Fencing Supply Group Acquisition, LLC (4)(5)(11)SOFR + 6.00%11.65%2/26/202751,921 51,456 51,921 1.19 
Jacuzzi Brands, LLC(4)(10)SOFR + 6.00%11.24%2/25/202512,059 11,982 11,336 0.26 
Jacuzzi Brands, LLC (4)(11)SOFR + 6.00%11.24%2/25/202582,758 82,336 77,792 1.79 
L&S Mechanical Acquisition, LLC (4)(5)(10)SOFR + 7.75%12.80%9/1/202712,500 12,327 11,250 0.26 
Lindstrom, LLC (4)(11)SOFR + 6.25%11.51%4/7/2025121,633 120,945 120,416 2.77 
Windows Acquisition Holdings, Inc. (4)(5)(11)SOFR + 6.50%11.89%12/29/202649,997 49,415 49,997 1.15 
328,461 322,712 7.42 
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Blackstone Secured Lending Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1)FootnotesReference Rate and SpreadInterest Rate (2)(15)Maturity DatePar Amount/Units (1)Cost (3)Fair Value% of Net Assets
First Lien Debt (continued)
Commercial Services & Supplies
Bazaarvoice, Inc. (4)(7)(8)SOFR + 5.75%10.74%5/7/2028$227,323 $227,323 $227,323 5.23 %
Java Buyer, Inc. (4)(10)SOFR + 5.75%11.10%12/15/20274,055 3,995 3,933 0.09 
Java Buyer, Inc. (4)(7)(10)SOFR + 5.75%11.13%12/15/2027941 913 855 0.02 
JSS Holdings, Inc. (4)(10)SOFR + 6.00%11.31%12/18/2028284,511 281,805 284,511 6.54 
JSS Holdings, Inc. (4)(10)SOFR + 6.00%11.31%12/17/20284,913 4,855 4,913 0.11 
Knowledge Pro Buyer, Inc. (4)(7)(10)SOFR + 5.75%10.94%12/10/20275,893 5,797 5,882 0.14 
Knowledge Pro Buyer, Inc. (4)(7)(10)P +4.75%13.00%12/10/2027248 232 248 0.01 
KPSKY Acquisition, Inc. (4)(10)(18)SOFR + 5.60%10.65%10/19/202820,220 19,914 19,613 0.45 
KPSKY Acquisition, Inc. (4)(7)(10)SOFR + 5.50%10.75%10/19/20282,200 2,166 2,130 0.05 
Onex Baltimore Buyer, Inc. (4)(10)(18)SOFR + 6.25%10.95%12/1/202720,804 20,494 20,595 0.47 
Onex Baltimore Buyer, Inc. (4)(7)(10)SOFR + 5.75%10.95%12/1/20277,183 7,059 7,089 0.16 
The Action Environmental Group, Inc. (4)(5)(12)SOFR + 6.15%11.37%1/16/202611,075 11,045 10,937 0.25 
The Action Environmental Group, Inc. (4)(5)(12)SOFR + 6.00%11.37%1/16/2026133,007 131,648 131,345 3.02 
Veregy Consolidated, Inc. (11)SOFR + 6.00%11.31%11/2/202720,735 20,378 18,506 0.43 
737,624 737,880 16.97 
Construction & Engineering
ASP Endeavor Acquisition, LLC (4)(5)(9)L + 6.50%11.82%5/3/202713,695 13,520 12,805 0.29 
COP Home Services TopCo IV, Inc. (4)(5)(7)(11)SOFR + 6.00%11.20%12/31/202738,121 36,807 37,850 0.87 
50,327 50,655 1.16 
Containers & Packaging
Ascend Buyer, LLC (4)(7)(10)SOFR + 6.40%11.79%10/2/202818,791 18,481 18,396 0.42 
Ascend Buyer, LLC (4)(10)SOFR + 6.40%11.79%9/30/20281,985 1,932 1,945 0.04 
20,413 20,341 0.46 
Distributors
BP Purchaser, LLC (4)(10)SOFR + 5.50%11.00%12/10/20287,295 7,182 7,186 0.17 
Bution Holdco 2, Inc. (4)(11)SOFR + 6.25%11.45%10/17/202570,768 70,226 70,768 1.63 
Dana Kepner Company, LLC (4)(11)SOFR + 6.00%11.36%12/29/202662,965 62,231 62,650 1.44 
Dana Kepner Company, LLC (4)(11)SOFR + 6.00%11.36%12/29/20271,990 1,958 1,980 0.05 
Genuine Cable Group, LLC (4)(10)SOFR + 5.50%10.70%11/2/2026179,079 176,693 175,497 4.03 
Marcone Yellowstone Buyer, Inc. (4)(5)(10)SOFR + 6.25%11.64%6/23/20286,511 6,419 6,201 0.14 
Marcone Yellowstone Buyer, Inc. (4)(5)(7)(10)SOFR + 6.50%11.89%6/23/20281,574 1,523 1,498 0.03 
NDC Acquisition Corp. (4)(11)SOFR + 5.75%11.09%3/9/202713,492 13,264 13,222 0.30 
NDC Acquisition Corp. (4)(7)(11)L + 5.75%11.00%3/9/2027514 456 445 0.01 
Tailwind Colony Holding Corporation (4)(11)SOFR + 6.60%11.65%11/13/202410,446 10,354 10,185 0.23 
Tailwind Colony Holding Corporation (4)(11)SOFR + 6.60%11.63%5/13/2026998 971 958 0.02 
Tailwind Colony Holding Corporation (4)(11)SOFR + 6.50%11.65%11/13/202432,019 31,900 31,218 0.72 
Unified Door & Hardware Group, LLC (4)(11)SOFR + 5.85%11.09%6/30/2025993 959 953 0.02 
Unified Door & Hardware Group, LLC (4)(11)SOFR + 5.85%11.19%6/30/202593,873 92,913 90,118 2.07 
477,049 472,879 10.86 
10

Table of Contents
Blackstone Secured Lending Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1)FootnotesReference Rate and SpreadInterest Rate (2)(15)Maturity DatePar Amount/Units (1)Cost (3)Fair Value% of Net Assets
First Lien Debt (continued)
Diversified Consumer Services
BPPH2 Limited (4)(5)(6)(8)S + 6.87%11.30%3/2/2028GBP26,300 $35,711 $33,186 0.76 %
Cambium Learning Group, Inc. (4)(7)(10)SOFR + 5.50%10.65%7/20/2028$290,622 288,524 290,622 6.68 
Dreambox Learning Holding LLC (4)(5)(10)SOFR + 6.25%11.63%12/1/20277,087 6,982 6,555 0.15 
Go Car Wash Management Corp.(4)(11)SOFR + 6.25%11.45%12/31/202612,127 11,948 11,824 0.27 
Go Car Wash Management Corp. (4)(14)SOFR + 6.25%11.45%12/31/202610,516 10,357 10,253 0.24 
Go Car Wash Management Corp. (4)(7)(11)SOFR + 6.25%11.45%12/31/2026193 193 182 0.00 
Groundworks, LLC(4)(7)(11)SOFR + 6.50%11.65%3/14/2030715 691 693 0.02 
354,406 353,315 8.12 
Diversified Financial Services
Barbri Holdings, Inc. (4)(10)SOFR + 5.75%10.95%4/28/202864,241 63,330 63,302 1.46 
SelectQuote, Inc. (4)(10)SOFR + 8.00%
13.20% (incl. 2.00% PIK)
11/5/202474,849 74,223 67,364 1.55 
137,553 130,666 3.01 
Diversified Telecommunication Services
Point Broadband Acquisition, LLC (4)(11)SOFR + 6.00%11.02%10/1/202885,922 84,310 85,493 1.97 
Point Broadband Acquisition, LLC (4)(7)(11)SOFR + 6.00%11.18%10/1/202834,437 33,746 34,206 0.79 
118,056 119,699 2.76 
Electric Utilities
Qualus Power Services Corp. (4)(11)SOFR + 5.00%10.36%3/26/202733,291 32,792 32,959 0.76 
Electrical Equipment
Emergency Power Holdings, LLC (4)(5)(7)(11)SOFR + 5.50%10.84%8/17/202846,464 45,681 46,067 1.06 
Relay Purchaser, LLC (4)(5)(7)(10)L + 6.00%11.21%8/30/202834,451 33,898 34,380 0.79 
Shoals Holdings, LLC (4)(11)SOFR + 5.75%10.98%11/25/202683,076 81,877 83,491 1.92 
161,456 163,938 3.77 
Electronic Equipment, Instruments & Components
Albireo Energy, LLC (4)(5)(11)SOFR + 6.00%11.33%12/23/202678,549 77,638 71,087 1.63 
Albireo Energy, LLC (4)(5)(11)L + 6.00%11.38%12/23/20266,360 6,316 5,755 0.13 
Albireo Energy, LLC (4)(5)(11)L + 6.00%11.25%12/23/202623,576 23,361 21,336 0.49 
CPI Intermediate Holdings Inc (4)(7)(10)SOFR + 5.50%10.57%10/8/20294,024 3,939 3,934 0.09 
111,254 102,112 2.34 
Energy Equipment & Services
Abaco Energy Technologies, LLC (4)(13)L + 7.00%12.15%10/4/202425,820 25,628 25,820 0.59 
ISQ Hawkeye Holdco, Inc. (4)(7)(10)SOFR + 6.25%11.38%8/17/2029942 919 931 0.02 
Tetra Technologies, Inc. (4)(6)(11)SOFR + 6.25%11.45%9/10/202517,790 17,746 17,790 0.41 
44,293 44,541 1.02 
Ground Transportation
Quality Distribution LLC(4)(7)(11)SOFR + 6.75%11.92%6/30/2028622 599 599 0.01 
Quality Distribution LLC(4)(5)(7)(11)L +5.25%11.58%7/1/202818,448 18,141 17,483 0.40 
18,740 18,082 0.41 
11

Table of Contents
Blackstone Secured Lending Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1)FootnotesReference Rate and SpreadInterest Rate (2)(15)Maturity DatePar Amount/Units (1)Cost (3)Fair Value% of Net Assets
First Lien Debt (continued)
Health Care Equipment & Supplies
CPI Buyer, LLC (4)(7)(10)SOFR + 5.50%11.03%11/1/2028$31,183 $30,680 $30,027 0.69 %
GCX Corporation Buyer, LLC (4)(5)(10)SOFR + 5.50%10.68%9/13/202821,615 21,294 21,183 0.49 
GCX Corporation Buyer, LLC (4)(5)(7)(10)SOFR + 5.50%10.73%9/13/20285,473 5,376 5,343 0.12 
57,350 56,553 1.30 
Health Care Providers & Services
123Dentist, Inc. (4)(6)(7)(10)C + 5.50%10.65%8/10/2029CAD1,729 815 728 0.02 
ACI Group Holdings, Inc. (4)(5)(7)(10)SOFR + 5.75%
10.95% (incl. 1.25% PIK)
8/2/2028109,247 107,357 107,119 2.46 
ADCS Clinics Intermediate Holdings, LLC (4)(7)(11)L + 6.50%11.87%5/7/20276,884 6,781 6,755 0.16 
ADCS Clinics Intermediate Holdings, LLC (4)(11)SOFR + 6.50%11.94%5/7/20271,650 1,632 1,625 0.04 
Amerivet Partners Management, Inc. (4)(5)(10)SOFR + 5.50%10.55%2/25/20284,938 4,861 4,740 0.11 
Amerivet Partners Management, Inc. (4)(5)(7)(10)SOFR + 5.50%10.89%2/25/20281,374 1,330 1,315 0.03 
Canadian Hospital Specialties Ltd. (4)(5)(6)(11)C + 4.50%9.87%4/14/2028CAD29,779 23,566 25,349 0.58 
Canadian Hospital Specialties Ltd. (4)(5)(6)(7)(10)C + 4.86%
10.45%
4/15/2027CAD2,804 962 787 0.02 
CCBlue Bidco, Inc. (4)(7)(10)L + 6.25%
11.41% (incl. 2.75% PIK)
12/21/202810,536 10,371 9,758 0.22 
DCA Investment Holdings, LLC (4)(10)SOFR + 6.41%11.65%4/3/202833,039 32,765 32,296 0.74 
DCA Investment Holdings, LLC (4)(7)(10)SOFR + 6.50%11.74%4/3/2028522 515 507 0.01 
Epoch Acquisition, Inc. (4)(11)SOFR + 6.00%11.15%10/4/202624,180 24,110 24,060 0.55 
Healthcomp Holding Company, LLC (4)(5)(7)(11)SOFR + 5.50%10.69%10/27/2026108,009 106,396 107,769 2.48 
Jayhawk Buyer, LLC (4)(7)(11)SOFR + 5.00%
10.35%
10/15/2026154,477 152,411 151,387 3.48 
Navigator Acquiror, Inc. (4)(9)SOFR + 5.75%
10.93% (incl. 5.59% PIK)
7/16/2027190,016 188,829 185,265 4.26 
Navigator Acquiror, Inc. (4)(7)(9)SOFR + 5.75%10.63%7/16/202725,525 25,325 24,887 0.57 
Odyssey Holding Company, LLC (4)(11)SOFR + 5.75%10.98%11/16/202513,403 13,326 13,403 0.31 
Odyssey Holding Company, LLC (4)(11)SOFR + 5.75%11.00%11/16/20253,634 3,602 3,634 0.08 
Odyssey Holding Company, LLC(4)(11)SOFR +5.75%10.95%11/16/20251,635 1,619 1,635 0.04 
PPV Intermediate Holdings, LLC (4)(7)(10)SOFR + 5.75%11.01%8/31/20291,987 1,958 1,966 0.05 
Smile Doctors, LLC (4)(5)(10)SOFR + 5.90%11.14%12/23/20285,961 5,927 5,842 0.13 
Smile Doctors, LLC (4)(7)(10)SOFR + 5.75%11.09%12/23/20284,954 4,838 4,816 0.11 
Smile Doctors, LLC (4)(7)(10)P +5.75%13.00%12/23/202750 31 25 0.00 
Snoopy Bidco, Inc. (4)(7)(10)L + 6.00%11.50%6/1/2028304,214 299,484 289,814 6.66 
SpecialtyCare, Inc. (4)(5)(7)(11)L + 5.75%10.93%6/18/202812,182 11,906 11,393 0.26 
12

Table of Contents
Blackstone Secured Lending Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1)FootnotesReference Rate and SpreadInterest Rate (2)(15)Maturity DatePar Amount/Units (1)Cost (3)Fair Value% of Net Assets
First Lien Debt (continued)
Health Care Providers & Services (continued)
Stepping Stones Healthcare Services, LLC (4)(7)(10)SOFR + 5.75%11.09%1/2/2029$2,606 $2,564 $2,523 0.06 %
Stepping Stones Healthcare Services, LLC (4)(7)(10)SOFR + 5.75%11.00%12/30/202674 69 61 0.00 
The Fertility Partners, Inc. (4)(5)(6)(7)(10)L + 5.75%10.90%3/16/20285,225 5,143 4,723 0.11 
The Fertility Partners, Inc. (4)(5)(6)(10)C + 5.75%10.76%3/16/2028CAD4,950 3,823 3,385 0.08 
The Fertility Partners, Inc. (4)(5)(6)(7)(10)C + 5.75%10.79%9/16/2027CAD312 186 155 0.00 
The GI Alliance Management, LLC (4)(11)SOFR + 6.25%11.45%9/15/20284,086 3,980 4,046 0.09 
The GI Alliance Management, LLC (4)(11)SOFR + 6.25%11.55%9/15/2028880 858 872 0.02 
UMP Holdings, LLC (4)(10)SOFR + 5.50%10.41%7/15/20281,101 1,082 1,062 0.02 
UMP Holdings, LLC (4)(7)(10)SOFR + 5.50%10.56%7/15/20281,442 1,413 1,386 0.03 
Unified Physician Management, LLC (4)(7)(9)SOFR + 5.25%10.35%6/18/20292,105 2,105 2,105 0.05 
US Oral Surgery Management Holdco, LLC (4)(10)L + 6.00%11.38%11/18/202731,780 31,316 30,270 0.70 
US Oral Surgery Management Holdco, LLC (4)(7)(11)L + 6.00%11.48%11/18/202713,541 13,351 12,744 0.29 
WHCG Purchaser III, Inc. (4)(5)(10)SOFR + 5.75%11.25%6/22/202843,531 42,945 32,322 0.74 
WHCG Purchaser III, Inc. (4)(5)(7)(10)SOFR + 5.75%11.25%6/22/20266,682 6,601 4,950 0.11 
1,146,153 1,117,479 25.67 
Health Care Technology
Caerus US 1, Inc. (4)(6)(10)SOFR + 5.50%10.74%5/25/20299,937 9,770 9,738 0.22 
Caerus US 1, Inc. (4)(6)(7)(10)SOFR + 5.75%10.99%5/25/20292,209 2,166 2,184 0.05 
Caerus US 1, Inc. (4)(6)(7)(10)SOFR + 5.75%10.85%5/25/20291,005 970 977 0.02 
Color Intermediate LLC (4)(10)SOFR + 5.50%10.84%10/4/202920,262 19,805 20,059 0.46 
Edifecs, Inc. (4)(10)SOFR + 5.50%10.84%9/21/20265,734 5,660 5,734 0.13 
Edifecs, Inc. (4)(10)SOFR + 5.50%10.74%9/21/20267,782 7,677 7,782 0.18 
Edifecs, Inc. (4)(11)SOFR + 7.00%12.34%9/21/2026218,042 215,111 220,223 5.06 
GI Ranger Intermediate, LLC (4)(7)(10)SOFR + 5.75%11.14%10/29/202815,807 15,572 15,524 0.36 
GI Ranger Intermediate, LLC (4)(7)(10)SOFR + 5.75%11.14%10/29/2027480 463 462 0.01 
NMC Crimson Holdings, Inc. (4)(10)L + 6.00%11.04%3/1/202871,173 69,750 70,462 1.62 
NMC Crimson Holdings, Inc. (4)(7)(10)SOFR + 6.00%11.41%3/1/20284,815 4,614 4,578 0.11 
Project Ruby Ultimate Parent Corp. (10)SOFR + 3.25%8.47%3/10/20288,418 8,389 8,243 0.19 
RPBLS Midco, LLC (4)(10)SOFR + 5.75%10.74%4/1/20289,395 9,262 9,395 0.22 
369,209 375,361 8.63 
13

Table of Contents
Blackstone Secured Lending Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1)FootnotesReference Rate and SpreadInterest Rate (2)(15)Maturity DatePar Amount/Units (1)Cost (3)Fair Value% of Net Assets
First Lien Debt (continued)
Insurance
Alera Group, Inc. (4)(10)SOFR + 6.00%11.20%10/2/2028$3,685 $3,657 $3,593 0.08 %
Amerilife Holdings, LLC (4)(10)SOFR + 5.75%10.88%8/31/20291,792 1,760 1,774 0.04 
Amerilife Holdings, LLC (4)(7)(10)SOFR + 5.75%10.62%8/31/2029339 328 332 0.01 
Benefytt Technologies, Inc. (4)(10)(17)SOFR + 10.75%
15.85%
8/12/202710,879 10,736 5,168 0.12 
Benefytt Technologies, Inc. (4)(7)(10)(17)SOFR + 10.75%
15.74%
8/12/20272,661 2,623 1,260 0.03 
Foundation Risk Partners Corp. (4)(7)(10)SOFR + 6.25%11.49%10/29/202826,066 25,742 24,988 0.57 
Galway Borrower, LLC (4)(5)(7)(10)SOFR + 5.25%10.59%9/29/202819,894 19,638 19,451 0.45 
High Street Buyer, Inc. (4)(5)(7)(10)SOFR + 6.00%11.39%4/14/202852,678 51,913 52,238 1.20 
High Street Buyer, Inc. (4)(5)(7)(10)SOFR + 5.75%11.14%4/16/202810,592 10,341 10,279 0.24 
Integrity Marketing Acquisition, LLC (4)(5)(11)SOFR + 6.05%11.41%8/27/202519,579 19,440 19,188 0.44 
Integrity Marketing Acquisition, LLC (4)(5)(10)SOFR + 6.05%11.41%8/27/202548,704 48,392 47,730 1.10 
Integrity Marketing Acquisition, LLC (4)(5)(10)SOFR + 6.05%11.31%8/27/202571,847 71,235 70,410 1.62 
Integrity Marketing Acquisition, LLC (4)(5)(7)(10)SOFR + 6.02%11.28%8/27/20251,862 1,837 1,825 0.04 
Integrity Marketing Acquisition, LLC (4)(5)(10)SOFR + 6.03%11.39%8/27/20254,059 4,025 3,978 0.09 
Jones Deslauriers Insurance Management, Inc. (5)(6)(8)C + 4.25%9.29%3/27/2028CAD21,637 17,028 15,943 0.37 
Jones Deslauriers Insurance Management, Inc. (5)(6)(10)C + 4.25%9.29%3/27/2028CAD13,061 10,413 9,623 0.22 
PGIS Intermediate Holdings, LLC (4)(5)(7)(10)SOFR + 5.75%11.14%10/16/20284,604 4,537 4,448 0.10 
SG Acquisition, Inc. (4)(9)SOFR + 5.50%10.70%1/27/2027104,974 104,020 101,562 2.33 
Shelf Bidco Ltd (4)(6)(10)(18)SOFR + 6.34%10.93%1/3/20305,091 4,948 4,964 0.11 
Tennessee Bidco Limited(4)(5)(6)(8)E + 7.00%9.94%8/3/2028EUR1,812 1,875 1,942 0.04 
Tennessee Bidco Limited (4)(5)(6)(8)L + 7.00%12.09%7/9/202854,034 52,859 53,088 1.22 
Tennessee Bidco Limited (4)(5)(6)(8)L + 7.00%12.66%8/3/202816,118 15,934 15,836 0.36 
Tennessee Bidco Limited (4)(5)(6)(8)S + 7.28%10.70%7/9/2028GBP16,190 21,989 20,223 0.46 
Tennessee Bidco Limited (4)(5)(6)(8)S + 7.28%12.07%7/9/2028GBP27,111 36,861 33,864 0.78 
542,131 523,707 12.02 
Internet & Direct Marketing Retail
Donuts, Inc. (4)(11)SOFR + 6.00%11.27%12/29/2026320,824 316,702 317,616 7.30 
14

Table of Contents
Blackstone Secured Lending Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1)FootnotesReference Rate and SpreadInterest Rate (2)(15)Maturity DatePar Amount/Units (1)Cost (3)Fair Value% of Net Assets
First Lien Debt (continued)
IT Services
AI Altius Bidco, Inc. (4)(5)(8)9.75%
9.75% PIK
12/21/2029$919 $901 $889 0.02 %
AI Altius Bidco, Inc. (4)(5)(7)(10)SOFR + 5.18%10.47%12/21/20286,711 6,603 6,560 0.15 
Infostretch Corporation (4)(10)SOFR + 5.75%
11.14%
4/1/20284,950 4,872 4,690 0.11 
Inovalon Holdings, Inc. (4)(7)(10)SOFR + 6.25%
11.66% (incl. 2.75% PIK)
11/24/2028107,951 105,849 106,733 2.45 
Monterey Financing S.à.r.l(4)(6)(8)ST +6.00%
9.88%
9/28/2029SEK2,090 184 189 0.00 
Monterey Financing S.à.r.l (4)(6)(7)(8)E + 6.00%9.55%9/28/2029EUR658 350 476 0.01 
Monterey Financing S.à.r.l (4)(6)(8)CI +6.00%9.62%9/28/2029DKK4,819 619 688 0.02 
Monterey Financing S.à.r.l (4)(6)(9)N +6.00%10.33%9/28/2029NOK5,149 462 469 0.01 
Razor Holdco, LLC (4)(10)L + 5.75%10.90%10/25/202737,209 36,673 36,930 0.85 
Red River Technology, LLC (4)(11)SOFR + 6.00%11.20%5/26/202780,376 79,462 80,376 1.85 
S&P Global Engineering Solutions(4)(7)(11)SOFR + 7.00%12.08%5/2/20301,600 1,546 1,545 0.04 
Turing Holdco, Inc. (4)(5)(6)(8)L + 6.00%
11.76%
9/28/20288,437 8,248 8,289 0.19 
Turing Holdco, Inc. (4)(5)(6)(8)E + 6.00%
9.43% (incl. 2.50% PIK)
9/28/2028EUR11,018 12,470 11,810 0.27 
Turing Holdco, Inc. (4)(5)(6)(7)(8)E + 6.00%
9.18% (incl. 2.50% PIK)
8/3/2028EUR7,916 8,961 9,292 0.21 
267,200 268,936 6.18 
Machinery
MHE Intermediate Holdings (4)(5)(7)(11)SOFR + 6.00%11.20%7/21/20273,462 3,414 3,360 0.08 
MHE Intermediate Holdings (4)(5)(11)SOFR + 6.25%11.45%7/21/2027426 417 417 0.01 
MHE Intermediate Holdings (4)(5)(11)SOFR + 6.00%9.16%7/21/2027395 387 384 0.01 
4,218 4,161 0.10 
Marine
Armada Parent, Inc. (4)(7)(10)SOFR + 5.75%11.11%10/29/202725,866 25,440 25,288 0.58 
Media
Trader Corp. (4)(6)(7)(10)C + 6.75%11.96%12/22/2029CAD9,975 5,753 6,042 0.14 
15

Table of Contents
Blackstone Secured Lending Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1)FootnotesReference Rate and SpreadInterest Rate (2)(15)Maturity DatePar Amount/Units (1)Cost (3)Fair Value% of Net Assets
First Lien Debt (continued)
Oil, Gas & Consumable Fuels
Eagle Midstream Canada Finance, Inc. (4)(6)(10)SOFR + 6.25%11.34%8/15/2028$74,649 $73,693 $74,089 1.70 %
KKR Alberta Midstream Finance Inc. (4)(6)(10)SOFR + 6.25%11.34%8/15/202840,611 40,091 40,307 0.93 
113,784 114,396 2.63 
Paper & Forest Products
Profile Products, LLC (4)(10)SOFR + 5.75%10.99%11/12/20277,091 7,004 6,861 0.16 
Profile Products, LLC (4)(7)(10)P +4.75%13.00%11/12/2027480 467 453 0.01 
7,471 7,314 0.17 
Pharmaceuticals
Doc Generici (Diocle S.p.A.) (4)(6)(7)(8)E + 6.50%10.55%10/27/2028EUR1,758 1,119 1,386 0.03 
Professional Services
ALKU, LLC (4)(10)SOFR + 6.25%11.33%3/1/2028800 780 790 0.02 
Apex Companies, LLC(4)(7)(11)SOFR + 6.25%11.30%1/31/20281,605 1,560 1,576 0.04 
CFGI Holdings, LLC (4)(7)(10)SOFR + 5.00%10.25%11/2/20277,141 7,023 7,120 0.16 
Clearview Buyer, Inc. (4)(5)(7)(10)SOFR + 5.25%10.59%8/26/20279,193 9,028 8,955 0.21 
Cumming Group, Inc. (4)(7)(11)SOFR + 6.00%11.10%5/26/202780,470 79,550 78,141 1.80 
Cumming Group, Inc. (4)(7)(11)SOFR + 6.00%11.10%11/16/20271,254 1,217 1,214 0.03 
Guidehouse, Inc. (4)(5)(10)SOFR + 6.25%11.45%10/16/2028323,895 321,444 317,417 7.30 
HIG Orca Acquisition Holdings, Inc. (4)(5)(11)SOFR + 6.00%11.40%8/17/202719,065 18,802 18,874 0.43 
HIG Orca Acquisition Holdings, Inc. (4)(5)(7)(11)SOFR + 6.00%11.26%8/17/2027925 894 895 0.02 
HIG Orca Acquisition Holdings, Inc. (4)(5)(7)(11)SOFR + 6.00%11.27%8/12/20272,954 2,948 2,892 0.07 
IG Investments Holdings, LLC (4)(5)(10)SOFR + 6.00%11.15%9/22/20281,302 1,292 1,296 0.03 
IG Investments Holdings, LLC (4)(5)(7)(10)SOFR + 6.00%11.20%9/22/202845,195 44,469 44,951 1.03 
Kaufman Hall & Associates, LLC (4)(10)SOFR + 5.25%10.45%12/14/202819,256 18,956 19,256 0.44 
Kaufman Hall & Associates, LLC (4)(10)SOFR +5.25%10.40%12/14/20284,948 4,870 4,948 0.11 
Legacy Intermediate, LLC (4)(5)(7)(10)SOFR + 5.75%11.13%2/25/20286,799 6,691 6,779 0.16 
Material Holdings, LLC (4)(5)(7)(10)SOFR + 6.00%11.34%8/19/202723,658 23,309 22,132 0.51 
Minotaur Acquisition, Inc. (8)SOFR + 4.75%9.95%3/27/20261,974 1,930 1,946 0.04 
Petrus Buyer Inc (4)(7)(10)SOFR + 6.50%11.52%10/17/20291,895 1,829 1,843 0.04 
Sherlock Buyer Corp. (4)(7)(10)SOFR + 5.75%11.09%12/8/20288,530 8,359 8,309 0.19 
Thevelia US, LLC (5)(6)(9)SOFR + 4.00%9.05%6/18/20291,303 1,290 1,301 0.03 
Titan Investment Company, Inc. (4)(5)(8)SOFR + 5.75%11.05%3/20/202741,812 40,598 39,512 0.91 
Trinity Air Consultants Holdings Corp. (4)(7)(10)L + 5.25%10.62%6/29/202755,829 54,882 55,090 1.27 
Trinity Air Consultants Holdings Corp. (4)(7)(10)L + 5.25%10.35%6/29/202713,053 12,858 12,823 0.29 
Trinity Partners Holdings, LLC (4)(7)(10)SOFR + 5.75%11.53%12/21/20284,7804,6944,7180.11 
West Monroe Partners, LLC (4)(7)(10)L + 5.25%10.40%11/8/202814,82114,59414,3020.33 
West Monroe Partners, LLC (4)(7)(10)L + 5.25%10.41%11/8/20273853853710.01 
684,252677,45115.58 
16

Table of Contents
Blackstone Secured Lending Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1)FootnotesReference Rate and SpreadInterest Rate (2)(15)Maturity DatePar Amount/Units (1)Cost (3)Fair Value% of Net Assets
First Lien Debt (continued)
Real Estate Management & Development
Progress Residential PM Holdings, LLC (4)(7)(10)SOFR + 6.25%11.66%2/16/2028$70,324 $69,139 $70,324 1.62 %
Progress Residential PM Holdings, LLC (4)(7)(10)SOFR + 6.25%11.66%7/25/2029833 815 833 0.02 
69,954 71,157 1.64 
Software
Anaplan, Inc. (4)(7)(10)SOFR + 6.50%11.60%6/21/20291,804 1,770 1,784 0.04 
AxiomSL Group, Inc. (4)(7)(11)SOFR + 5.75%10.97%12/3/202741,904 41,265 41,874 0.96 
Beeline, LLC(4)(7)(10)SOFR +5.25%10.38%5/2/20294,967 4,923 4,938 0.11 
Beeline, LLC(4)(7)(10)SOFR +5.25%10.35%5/2/202898 94 95 0.00 
BlueCat Networks USA, Inc. (4)(7)(10)SOFR + 6.00%
11.24% (incl. 2.00% PIK)
8/8/20281,937 1,900 1,895 0.04 
BlueCat Networks USA, Inc. (4)(7)(10)SOFR + 6.00%11.08%8/8/2028211 207 208 0.00 
Circana Group L.P. (4)(10)SOFR + 5.75%10.95%12/1/2028120,944 118,837 119,735 2.75 
Circana Group L.P. (4)(10)SOFR + 6.25%
11.39% (incl. 2.75% PIK)
12/1/202876,425 75,148 75,279 1.73 
Circana Group L.P. (4)(7)(10)SOFR + 4.75%10.92%12/1/20271,104 875 966 0.02 
Community Brands ParentCo, LLC (4)(5)(7)(10)SOFR + 5.75%10.70%2/24/20284,938 4,851 4,826 0.11 
Confine Visual Bidco (4)(6)(7)(10)SOFR + 5.75%10.80%2/23/202915,921 15,537 14,315 0.33 
Connatix Buyer, Inc. (4)(5)(7)(10)L + 5.50%10.65%7/14/202721,705 21,266 20,374 0.47 
Coupa Software Inc.(4)(6)(7)(10)SOFR + 7.50%12.60%2/27/20301,836 1,787 1,805 0.04 
Diligent Corporation (4)(11)L + 5.75%10.95%8/4/202558,650 58,254 56,891 1.31 
Discovery Education, Inc. (4)(7)(10)SOFR + 5.75%10.71%4/9/202926,467 25,982 25,216 0.58 
Episerver, Inc. (4)(5)(7)(11)SOFR + 5.50%10.89%4/9/20269,594 9,494 8,953 0.21 
Experity, Inc. (4)(5)(7)(10)SOFR + 5.75%11.09%2/24/202815,217 14,980 14,726 0.34 
Gigamon Inc. (4)(7)(10)SOFR + 5.75%10.89%3/9/20297,365 7,242 7,346 0.17 
GovernmentJobs.com, Inc. (4)(7)(10)SOFR + 5.50%10.70%12/1/20284,938 4,921 4,796 0.11 
GovernmentJobs.com, Inc. (4)(7)(10)SOFR + 5.50%10.70%2/5/2026254 245 240 0.01 
GraphPAD Software, LLC (4)(7)(11)L + 5.50%10.71%4/27/20271,978 1,919 1,809 0.04 
GraphPAD Software, LLC (4)(11)SOFR + 5.50%10.71%4/27/202711,609 11,527 11,377 0.26 
GraphPAD Software, LLC (4)(7)(11)L + 5.50%10.87%4/27/202712,863 12,719 12,573 0.29 
LD Lower Holdings, Inc. (4)(11)SOFR + 6.50%11.84%2/8/202691,988 91,028 90,608 2.08 
Lightbox Intermediate, LP (4)(8)L + 5.00%10.54%5/9/20261,980 1,944 1,911 0.04 
Magnesium BorrowerCo, Inc. (4)(7)(10)SOFR + 5.75%10.95%5/18/20295,242 5,134 5,151 0.12 
Magnesium BorrowerCo, Inc. (4)(10)S + 5.75%10.68%5/18/2029GBP3,426 4,188 4,290 0.10 
Mandolin Technology Intermediate Holdings, Inc. (4)(5)(7)(9)SOFR + 3.75%9.14%7/31/20288,570 8,468 7,373 0.17 
Mandolin Technology Intermediate Holdings, Inc. (4)(5)(9)SOFR + 6.25%11.64%6/9/20307,000 6,791 6,790 0.16 
Medallia, Inc. (4)(10)L + 6.50%
11.69% (incl. 5.83% PIK)
10/29/2028360,786 355,868 353,571 8.13 
Monk Holding Co. (4)(10)(18)SOFR + 5.70%10.84%12/1/20274,828 4,742 4,780 0.11 
Monk Holding Co. (4)(7)(10)SOFR + 5.50%10.84%12/1/2027190 166 160 0.00 
17

Table of Contents
Blackstone Secured Lending Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1)FootnotesReference Rate and SpreadInterest Rate (2)(15)Maturity DatePar Amount/Units (1)Cost (3)Fair Value% of Net Assets
First Lien Debt (continued)
Software (continued)
MRI Software, LLC (5)(7)(11)SOFR + 5.50%10.84%2/10/2026$27,673 $27,526 $26,632 0.61 %
Nintex Topco Limited (4)(6)(10)SOFR + 6.00%11.39%11/13/202834,038 33,516 31,826 0.73 
Oranje Holdco Inc(4)(7)(11)SOFR + 7.75%12.79%2/1/20292,000 1,948 1,966 0.05 
Rally Buyer, Inc. (4)(7)(10)SOFR + 5.50%10.72%7/19/2028714 700 698 0.02 
Rally Buyer, Inc. (4)(7)(10)SOFR + 5.75%10.85%7/19/20282423220.00 
Relativity ODA, LLC (4)(7)(11)SOFR + 6.50%11.70%5/12/202721,45821,11421,0870.48 
Spitfire Parent, Inc. (4)(11)SOFR + 5.50%11.14%3/11/202757,71357,18256,8481.31 
Spitfire Parent, Inc. (4)(11)SOFR + 5.50%10.61%3/11/202721,30920,99820,9890.48 
Spitfire Parent, Inc. (4)(5)(11)E + 5.50%8.79%3/11/2027EUR10,290 12,275 11,058 0.25 
Stamps.com, Inc. (4)(10)L + 5.75%10.94%10/5/2028286,650282,337279,4846.42 
Triple Lift, Inc. (4)(10)SOFR + 5.50%10.87%5/5/202848,02047,35447,0591.08 
Triple Lift, Inc. (4)(10)SOFR + 5.50%10.23%5/5/202813,95413,73413,6750.31 
Triple Lift, Inc. (4)(7)(10)SOFR + 5.25%10.30%5/5/20282,9512,8442,7970.06 
Zendesk Inc (4)(7)(10)SOFR + 7.00%
12.25% (incl. 3.50% PIK)
11/30/20281,5961,5611,5710.04 
1,437,1841,422,36732.67 
Specialty Retail
CustomInk, LLC (4)(11)(18)SOFR + 6.18%11.26%5/3/2026163,586162,336163,5863.76 
Technology Hardware, Storage & Peripherals
Lytx, Inc. (4)(11)SOFR + 6.75%11.95%2/28/202884,45483,65483,8201.93 
Trading Companies & Distributors
Porcelain Acquisition Corp. (4)(7)(11)SOFR + 6.00%11.34%4/1/202754,88353,59253,3601.23 
The Cook & Boardman Group, LLC (11)SOFR + 5.75%10.94%10/17/202548,93548,76144,9831.03 
102,35398,3432.26 
Transportation Infrastructure
Capstone Logistics, LLC (4)(11)SOFR + 4.75%9.95%11/12/20275,5305,5025,4470.13 
Frontline Road Safety, LLC (4)(10)SOFR + 5.75%11.05%5/3/202789,59588,48285,7871.97 
Helix TS, LLC (4)(10)SOFR + 6.25%11.45%8/4/202721,18820,89921,0820.48 
Helix TS, LLC (4)(7)(10)SOFR + 6.25%11.65%8/4/202721,17920,86421,0670.48 
Italian Motorway Holdings S.à.r.l (4)(6)(8)E + 5.25%8.90%4/28/2029EUR78,810 81,16184,2621.94 
Roadsafe Holdings, Inc. (4)(11)SOFR + 5.75%10.94%10/19/202729,59429,20328,4850.65 
Roadsafe Holdings, Inc. (4)(11)SOFR + 5.75%11.14%10/19/202720,697 20,43319,9210.46 
Roadsafe Holdings, Inc. (4)(11)SOFR + 5.75%10.66%1/31/20294,2194,1504,0610.09 
Safety Borrower Holdings LP (4)(5)(11)SOFR + 5.25%11.01%9/1/20274,1254,0964,1040.09 
Safety Borrower Holdings LP (4)(5)(7)(11)P +4.25%12.50%9/1/20271861841830.00 
Safety Borrower Holdings LP (4)(5)(11)L + 5.25%10.83%9/1/20279329299280.02 
Sam Holding Co, Inc. (4)(7)(11)L + 5.00%10.46%9/24/202748,21347,57047,5381.09 
Sam Holding Co, Inc. (4)(7)(11)P +4.00%12.00%3/24/202716079850.00 
TRP Infrastructure Services, LLC (4)(11)SOFR + 5.50%10.55%7/9/202739,08638,56235,1770.81 
362,114358,1278.21 
Total First Lien Debt9,236,1159,138,278209.95 
18

Table of Contents
Blackstone Secured Lending Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1)FootnotesReference Rate and SpreadInterest Rate (2)(15)Maturity DatePar Amount/Units (1)Cost (3)Fair Value% of Net Assets
Second Lien Debt
Health Care Providers & Services
Canadian Hospital Specialties Ltd. (4)(5)(6)(8)8.75%8.75%4/15/2029CAD10,533 $8,346 $7,005 0.16 %
Jayhawk Buyer, LLC (4)(11)L + 8.75%14.03%10/15/2027$5,183 5,114 5,131 0.12 
13,460 12,136 0.28 
Industrial Conglomerates
Victory Buyer, LLC (4)(9)SOFR + 7.00%12.51%11/1/20299,619 9,541 8,753 0.20 
IT Services
Inovalon Holdings, Inc. (4)(5)(10)SOFR + 10.50%
15.99% (incl. 15.99% PIK)
11/24/203311,195 10,956 11,195 0.26 
Professional Services
Thevelia US, LLC (4)(6)(9)SOFR + 6.75%12.14%6/17/20304,920 4,791 4,896 0.11 
Software
Mandolin Technology Intermediate Holdings, Inc. (4)(5)(9)SOFR + 6.50%11.89%7/30/20293,550 3,512 3,106 0.07 
Total Second Lien Debt42,26040,0860.92 

19

Table of Contents
Blackstone Secured Lending Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1)FootnotesReference Rate and SpreadInterest Rate (2)(15)Maturity DatePar Amount/Units (1)Cost (3)Fair Value% of Net Assets
Equity
Aerospace & Defense
Micross Topco, Inc. (4)4,767$4,767 $5,973 0.14 %
Air Freight & Logistics
AGI Group Holdings LP - A2 Units (4)9029026580.02 
Mode Holdings, L.P. - Class A-2 Common Units (4)5,486,9235,48711,5770.27 
6,38912,2350.29 
Distributors
Box Co-Invest Blocker, LLC (4)702,3057026320.01 
EIS Acquisition Holdings, LP - Class A Common Units (4)6,2923,35015,0240.35 
4,05215,6560.36 
Diversified Consumer Services
Cambium Holdings, LLC - Senior Preferred Interests (4)11.50%12,511,85712,31515,2350.35 
Deneb Ultimate Topco, LLC - Class A Units (4)2132131340.00 
12,52815,3690.35 
Diversified Telecommunication Services
Point Broadband Holdings, LLC - Class A Units (4)6,9305,8777,0490.16 
Point Broadband Holdings, LLC - Class B Units (4)369,2551,0532,0270.05 
Point Broadband Holdings, LLC - Class Additional A Units (4)1,4891,2631,5150.03 
Point Broadband Holdings, LLC - Class Additional B Units (4)79,3582264360.01 
8,41911,0270.25 
Health Care Equipment & Supplies
GCX Corporation Group Holdings, L.P. - Class A-2 Units (4)5395393240.01 
Health Care Providers & Services
AVE Holdings I Corp. (4)625,9446076640.02 
Jayhawk Holdings, LP - A-1 Common Units (4)2,2013923610.01 
Jayhawk Holdings, LP - A-2 Common Units (4)1,1852111940.00 
1,2101,2190.03 
Health Care Technology
Caerus Midco 2 S.À. R.L - Additional Vehicle Units (4)(6)11,7101210.00 
Caerus Midco 2 S.À. R.L - Vehicle Units (4)(6)58,45858540.00 
70550.00 
Insurance
Shelf Holdco Ltd Common Equity (4)(6)50,00050580.00 
IT Services
NC Ocala Co-Invest Beta, L.P. - LP Interest (4)2,854,1332,8543,0540.07 
20

Table of Contents
Blackstone Secured Lending Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1)FootnotesReference Rate and SpreadInterest Rate (2)(15)Maturity DatePar Amount/Units (1)Cost (3)Fair Value% of Net Assets
Equity (continued)
Professional Services
Guidehouse Holding Corp. - Preferred Equity (4)11.50%15,440$15,133 $17,602 0.40 %
OHCP V TC COI, LP. - LP Interest (4)3,500,0003,500 5,075 0.12 
Tricor Horizon, LP (4)(6)382,4693823820.01 
19,01523,0590.53 
Software
Connatix Parent, LLC - Class L Common Units (4)42,0454621970.00 
Expedition Holdco, LLC - Class A Units (4)9057360.00 
Expedition Holdco, LLC - Class B Units (4)90,0003390.00 
Lobos Parent, Inc. - Series A Preferred Shares (4)10.50%1,5451,5061,6870.04 
Mandolin Technology Holdings, Inc. - Series A Preferred Shares (4)3,550,0003,4443,0890.07 
Mimecast Limited (4)651,1756516380.01 
Zoro Common Equity (4)2,07321210.00 
Zoro Series A Preferred Shares (4)12.50%3733623850.01 
6,5366,0620.13 
Specialty Retail
CustomInk, LLC - Series A Preferred Units (4)384,5205,2007,0670.16 
Transportation Infrastructure
Frontline Road Safety Investments, LLC - Class A Common Units (4)27,5362,9092,0460.05 
Ncp Helix Holdings, LLC. - Preferred Shares (4)3693724720.01 
3,2812,5180.06 
Total Equity - non-controlled/non-affiliated74,910103,6762.38 
Total Investments - non-controlled/non-affiliated9,353,2859,282,040213.25 
Investments - non-controlled/affiliated
Equity
Insurance
Blackstone Donegal Holdings LP - LP Interests (Westland Insurance Group LTD) (4)(5)(6)(16)16,4910.15 
Total Equity non-controlled/affiliated16,4910.15 
Total Investments - non-controlled/affiliated16,4910.15 
Total Investment Portfolio9,353,2869,288,531213.40 
Cash and Cash Equivalents
State Street Institutional U.S. Government Money Market Fund124,071124,0712.85 
Other Cash and Cash Equivalents23,31223,3120.54 
Total Portfolio Investments, Cash and Cash Equivalents$9,500,669 $9,435,914 216.79 %
21

Table of Contents

(1)Unless otherwise indicated, all debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Condensed Consolidated Schedule of Investments) are denominated in dollars. As of June 30, 2023, the Company had investments denominated in Canadian Dollars (CAD), Euros (EUR), British Pounds (GBP), Danish Krone (DKK), Swedish Krona (SEK), and Norwegian Krone (NOK). 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. The total par amount (in thousands) is presented for debt investments, while the number of shares or units (in whole amounts) 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”), Canadian Dollar Offered Rate (“CDOR” or “C”), Sterling Overnight Interbank Average Rate (“SONIA” or “S”), Euro Interbank Offer Rate (“Euribor” or “E”), Secured Overnight Financing Rate (“SOFR”), Stockholm Interbank Offered Rate (“STIBOR” or “ST”), Copenhagen Interbank Offered Rate (“CIBOR” or “CI”), Norwegian Interbank Offered Rate (“NIBOR” or “N”), 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 June 30, 2023. Variable rate loans typically include an interest reference rate floor feature. As of June 30, 2023, 93.8% of the debt portfolio at fair value had an interest rate floor above zero. Rates on equity instruments represents contractual dividend rates on certain preferred equity positions.
(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 (see Note 2), pursuant to the Company’s valuation policy.
(5)These 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. Any other debt investments listed above are pledged to financing facilities and are not available to satisfy the creditors of the Company.
(6)The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, 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 June 30, 2023, non-qualifying assets represented 8.6% 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:

Investments—non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
First Lien Debt
123Dentist, Inc. Delayed Draw Term Loan8/10/2029$770 $(526)
ACI Group Holdings, Inc. Delayed Draw Term Loan8/2/202321,043 — 
ACI Group Holdings, Inc. Revolver8/2/202711,567(174)
ADCS Clinics Intermediate Holdings, LLC Revolver5/7/20271,301(26)
AI Altius Bidco, Inc. Delayed Draw Term Loan12/21/2023158
AI Altius Bidco, Inc. Delayed Draw Term Loan12/21/2028693
Amerilife Holdings, LLC Revolver8/31/2028202
Amerilife Holdings, LLC Delayed Draw Term Loan8/31/2029150
Amerivet Partners Management, Inc. Revolver2/25/2028589(24)
Amerivet Partners Management, Inc. Delayed Draw Term Loan2/25/20242,120
Anaplan, Inc. Revolver6/21/2028161(2)
Apex Companies, LLCDelayed Draw Term Loan1/31/2028369(5)
Armada Parent, Inc. Delayed Draw Term Loan10/29/20231,250
Armada Parent, Inc. Revolver10/29/20273,000(60)
Ascend Buyer, LLC Revolver9/30/20271,940(19)
AxiomSL Group, Inc. Delayed Draw Term Loan12/3/20272,949(29)
AxiomSL Group, Inc. Revolver12/3/20253,221
Bazaarvoice, Inc. Revolver5/7/202628,662
Beeline, LLCRevolver5/2/2028492
Beeline, LLCDelayed Draw Term Loan5/2/2029710
Benefytt Technologies, Inc. Delayed Draw Term Loan8/12/2023343
22

Table of Contents
Investments—non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
BlueCat Networks USA, Inc. Delayed Draw Term Loan8/8/2028$129 $— 
BlueCat Networks USA, Inc. Delayed Draw Term Loan8/8/2028341(3)
Caerus US 1, Inc. Delayed Draw Term Loan5/25/20291,506 (15)
Caerus US 1, Inc. Revolver5/25/2029282
Caerus US 1, Inc. Delayed Draw Term Loan5/25/2029320(3)
Cambium Learning Group, Inc. Revolver7/20/202843,592
Canadian Hospital Specialties Ltd. Revolver4/14/20271,886
CCBlue Bidco, Inc. Delayed Draw Term Loan12/21/20231,408 — 
CFGI Holdings, LLC Revolver11/2/20271,050(21)
Circana Group L.P. Revolver12/1/20278,281
Circana Group L.P. Revolver12/1/20274,416(44)
Clearview Buyer, Inc. Delayed Draw Term Loan8/26/20243,668
Clearview Buyer, Inc. Revolver2/26/2027898(18)
Cobham Holdings, Inc.Revolver1/9/2028376(8)
Community Brands ParentCo, LLC Delayed Draw Term Loan2/24/2024588(6)
Community Brands ParentCo, LLC Revolver2/24/2028345(7)
Confine Visual Bidco Delayed Draw Term Loan3/11/20243,046
Connatix Buyer, Inc. Revolver7/14/20275,431(244)
Connatix Buyer, Inc. Delayed Draw Term Loan7/14/202310,900(109)
COP Home Services TopCo IV, Inc. Revolver12/31/20251,705
COP Home Services TopCo IV, Inc. Revolver12/31/20251,568(17)
COP Home Services TopCo IV, Inc. Delayed Draw Term Loan12/30/20278,730(44)
Coupa Software Inc.Delayed Draw Term Loan8/27/2024164(2)
Coupa Software Inc.Revolver2/27/2030126(2)
CPI Buyer, LLC Revolver11/1/20263,214(64)
CPI Intermediate Holdings Inc Delayed Draw Term Loan10/8/2029966(10)
Cumming Group, Inc. Revolver5/26/202712,695(317)
Cumming Group, Inc. Delayed Draw Term Loan5/26/2027343
DCA Investment Holdings, LLC Delayed Draw Term Loan4/3/2028478
Discovery Education, Inc. Delayed Draw Term Loan4/9/20296,773
Discovery Education, Inc. Revolver4/9/20292,960(126)
Doc Generici (Diocle S.p.A.) Delayed Draw Term Loan10/26/20241,562(484)
Emergency Power Holdings, LLC Delayed Draw Term Loan8/17/202316,456(165)
ENV Bidco AB Delayed Draw Term Loan7/19/2029401(124)
Episerver, Inc. Revolver4/9/20262,064(114)
Experity, Inc. Revolver2/24/20281,153
Foundation Risk Partners Corp. Revolver10/29/20272,382(36)
Galway Borrower, LLC Revolver9/30/20272,113(42)
Galway Borrower, LLC Delayed Draw Term Loan9/30/2023279(3)
GCX Corporation Buyer, LLC Delayed Draw Term Loan9/13/20232,000
GI Ranger Intermediate, LLC Revolver10/29/2027720
23

Table of Contents
Investments—non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
GI Ranger Intermediate, LLC Delayed Draw Term Loan10/30/2028$3,040 $— 
Gigamon Inc. Revolver3/11/2028437(1)
Go Car Wash Management Corp.Delayed Draw Term Loan5/6/2024730
GovernmentJobs.com, Inc. Revolver11/30/2027423 — 
GovernmentJobs.com, Inc. Delayed Draw Term Loan11/30/20232,144(43)
GraphPAD Software, LLC Delayed Draw Term Loan4/27/20276,429 (129)
GraphPAD Software, LLC Revolver4/27/20272,124 (32)
Groundworks, LLCDelayed Draw Term Loan9/13/2025130(2)
Groundworks, LLCRevolver3/14/202942(1)
Healthcomp Holding Company, LLC Delayed Draw Term Loan12/29/202323,952
Helix TS, LLC Delayed Draw Term Loan6/14/2024614
HIG Orca Acquisition Holdings, Inc. Revolver8/17/20272,159
HIG Orca Acquisition Holdings, Inc. Delayed Draw Term Loan8/17/20233,241
High Street Buyer, Inc. Revolver4/16/20272,254(45)
High Street Buyer, Inc. Delayed Draw Term Loan4/16/202810,145
IG Investments Holdings, LLC Revolver9/22/20273,583(18)
Inovalon Holdings, Inc. Delayed Draw Term Loan6/24/202411,060(138)
Integrity Marketing Acquisition, LLC Delayed Draw Term Loan8/27/202520
ISQ Hawkeye Holdco, Inc. Revolver8/17/202891(1)
ISQ Hawkeye Holdco, Inc. Delayed Draw Term Loan8/17/202951
Java Buyer, Inc. Delayed Draw Term Loan12/15/20231,897
Jayhawk Buyer, LLC Delayed Draw Term Loan10/15/202630
Knowledge Pro Buyer, Inc. Delayed Draw Term Loan12/10/2023784
Knowledge Pro Buyer, Inc. Revolver12/10/20271,145
KPSKY Acquisition, Inc. Delayed Draw Term Loan10/19/2023143
Legacy Intermediate, LLC Delayed Draw Term Loan8/25/2023329
Magnesium BorrowerCo, Inc. Delayed Draw Term Loan5/18/2029485(12)
Mandolin Technology Intermediate Holdings, Inc. Revolver7/30/20261,200(147)
Marcone Yellowstone Buyer, Inc. Delayed Draw Term Loan6/23/2028342(14)
Material Holdings, LLC Revolver8/17/20271,766(106)
Material Holdings, LLC Delayed Draw Term Loan8/19/20231,625
MHE Intermediate Holdings Revolver7/21/2027230
Monk Holding Co. Delayed Draw Term Loan8/12/20232,038
Monterey Financing S.à.r.l Delayed Draw Term Loan9/19/2029721(223)
MRI Software, LLC Revolver2/10/20261,516(42)
MRI Software, LLC Revolver2/10/20264,200(239)
Navigator Acquiror, Inc. Delayed Draw Term Loan7/16/202340,843
NDC Acquisition Corp. Revolver3/9/20272,911
NMC Crimson Holdings, Inc. Delayed Draw Term Loan1/1/202412,560
Onex Baltimore Buyer, Inc. Delayed Draw Term Loan12/1/20232,247
Oranje Holdco IncRevolver2/1/2029250(4)
Petrus Buyer Inc Delayed Draw Term Loan10/17/2029595(9)
24

Table of Contents
Investments—non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
Petrus Buyer Inc Revolver10/17/2029$272 $(5)
PGIS Intermediate Holdings, LLC Revolver10/16/2028330(7)
Point Broadband Acquisition, LLC Delayed Draw Term Loan10/1/20234,717
Porcelain Acquisition Corp. Delayed Draw Term Loan4/1/202714,481 — 
PPV Intermediate Holdings, LLC Revolver8/31/2029159(2)
Profile Products, LLC Revolver11/12/2027413 — 
Progress Residential PM Holdings, LLC Delayed Draw Term Loan7/25/202316,623
Progress Residential PM Holdings, LLC Delayed Draw Term Loan7/25/2029333
Quality Distribution LLCRevolver4/3/202894(3)
Quality Distribution LLCDelayed Draw Term Loan10/3/202479(1)
Quality Distribution LLCRevolver7/1/20263,000(135)
Rally Buyer, Inc. Revolver7/19/2028110(2)
Rally Buyer, Inc. Delayed Draw Term Loan7/19/2028180
Redwood Services Group, LLC Delayed Draw Term Loan6/15/20292
Redwood Services Group, LLC Delayed Draw Term Loan6/15/2029674
Relativity ODA, LLC Revolver5/12/20273,292(49)
Relay Purchaser, LLC Revolver8/30/20267,143(71)
RoadOne Inc Revolver12/30/2028275
RoadOne Inc Delayed Draw Term Loan12/30/2028177
RWL Holdings, LLC Delayed Draw Term Loan12/1/20276,452(65)
S&P Global Engineering SolutionsRevolver5/2/2029249(7)
Safety Borrower Holdings LP Revolver9/1/2027186
Sam Holding Co, Inc. Delayed Draw Term Loan9/24/202323,080
Sam Holding Co, Inc. Revolver3/24/20275,840
SEKO Global Logistics Network, LLC Revolver12/30/2026508
SEKO Global Logistics Network, LLC Delayed Draw Term Loan12/30/2026318
Sherlock Buyer Corp. Delayed Draw Term Loan12/8/20282,794(28)
Sherlock Buyer Corp. Revolver12/8/20271,111(22)
Smile Doctors, LLC Delayed Draw Term Loan6/9/20252,607(39)
Smile Doctors, LLC Revolver12/23/20271,184
Snoopy Bidco, Inc. Delayed Draw Term Loan5/6/202415,786(710)
SpecialtyCare, Inc. Delayed Draw Term Loan6/19/20281,155
SpecialtyCare, Inc. Revolver6/18/20261,012(22)
Stepping Stones Healthcare Services, LLC Delayed Draw Term Loan12/30/2023284
Stepping Stones Healthcare Services, LLC Revolver12/30/2026297
The Fertility Partners, Inc. Revolver9/16/202782
The Fertility Partners, Inc. Delayed Draw Term Loan3/16/2024590
Trader Corp. Revolver12/22/20282,013(1,383)
Trinity Air Consultants Holdings Corp. Delayed Draw Term Loan6/30/202611,274(113)
Trinity Air Consultants Holdings Corp. Delayed Draw Term Loan6/29/20279,969
Trinity Air Consultants Holdings Corp. Revolver6/29/20276,881(69)
Trinity Partners Holdings, LLC Delayed Draw Term Loan12/21/20231,433(14)
25

Table of Contents
Investments—non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
Triple Lift, Inc. Revolver5/6/2028$4,747 $— 
Turing Holdco, Inc. Delayed Draw Term Loan8/3/2028130
UMP Holdings, LLC Delayed Draw Term Loan7/15/2028510
Unified Physician Management, LLC Delayed Draw Term Loan6/18/2029— 
Unified Physician Management, LLC Revolver6/18/2029241
US Oral Surgery Management Holdco, LLC Revolver11/18/20273,233(154)
West Monroe Partners, LLC Delayed Draw Term Loan11/9/20233,848 — 
West Monroe Partners, LLC Revolver11/9/20271,058
WHCG Purchaser III, Inc. Revolver6/22/202642
Zendesk Inc Revolver11/3/2028169 (3)
Zendesk Inc Delayed Draw Term Loan11/22/2028361(5)
Total unfunded commitments $551,338 $(7,008)

(8)There are no interest rate floors on these investments.
(9)The interest rate floor on these investments as of June 30, 2023 was 0.50%
(10)The interest rate floor on these investments as of June 30, 2023 was 0.75%
(11)The interest rate floor on these investments as of June 30, 2023 was 1.00%
(12)The interest rate floor on these investments as of June 30, 2023 was 1.25%
(13)The interest rate floor on these investments as of June 30, 2023 was 1.50%
(14)The interest rate floor on these investments as of June 30, 2023 was 2.00%
(15)For unsettled positions the interest rate does not include the base rate.
(16)Under 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 June 30, 2023, 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 June 30, 2023, the Company’s non-controlled/affiliated investments were as follows:
Fair value as of December 31, 2022Gross AdditionsGross ReductionsChange in Unrealized Gains (Losses)Net Realized Gain (Loss)Fair value as of June 30, 2023Dividend and Interest Income
Non-controlled/Affiliated Investments
Blackstone Donegal Holdings LP$56,584 $— $(43,845)$(13,455)$7,207 $6,491 $— 
Total$56,584 $ $(43,845)$(13,455)$7,207 $6,491 $ 

(17)Loan was on non-accrual status as of June 30, 2023.
(18)These loans are “last-out” portions of loans. The “last-out” portion of the Company's loan investment generally earns a higher interest rate than the “first-out” portion, and in exchange the “first-out” portion would generally receive priority with respect to payment principal, interest and any other amounts due thereunder over the “last-out” portion.

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


26

Table of Contents
Blackstone Secured Lending Fund
Condensed Consolidated Schedule of Investments
December 31, 2022
(in thousands)
(Unaudited)
Investments (1)FootnotesReference Rate and SpreadInterest Rate (2)(15)Maturity DatePar Amount/Units (1)Cost (3)Fair Value% of Net Assets
Investments—non-controlled/non-affiliated
First Lien Debt
Aerospace & Defense
Corfin Holdings, Inc. (4)(11)L + 5.75%10.13%2/5/2026$199,393 $197,335 $195,405 4.70 %
Corfin Holdings, Inc. (4)(11)L + 5.75%10.13%2/5/202669,260 68,346 67,874 1.63 
Linquest Corp. (4)(5)(7)(10)L + 5.75%9.10%7/28/20289,838 9,632 9,395 0.23 
MAG DS Corp. (4)(11)L + 5.50%10.23%4/1/202781,319 76,271 74,813 1.80 
Maverick Acquisition, Inc. (4)(11)L + 6.25%10.98%6/1/202718,789 18,507 17,004 0.41 
TCFI AEVEX, LLC (4)(11)L + 6.00%10.38%3/18/2026111,399 110,163 101,373 2.44 
480,254 465,864 11.21 
Air Freight & Logistics
AGI-CFI Holdings, Inc. (4)(10)SOFR + 5.75%9.13%6/11/202796,395 94,906 95,431 2.29 
ENV Bidco AB (4)(6)(10)SOFR + 6.00%10.73%7/19/20291,006 983 981 0.02 
ENV Bidco AB (4)(6)(7)(8)E + 6.00%8.20%7/19/2029EUR1,122 1,116 1,179 0.03 
Livingston International, Inc. (4)(6)(10)L + 5.50%10.23%4/30/2027128,852 126,424 127,563 3.07 
Mode Purchaser, Inc. (4)(11)SOFR + 6.25%10.57%12/9/2026173,421 171,471 173,421 4.17 
Mode Purchaser, Inc. (4)(11)SOFR + 6.25%10.57%2/5/20294,950 4,864 4,950 0.12 
Redwood Services Group, LLC (4)(7)(10)SOFR + 6.00%10.69%6/15/20292,338 2,297 2,290 0.06 
RoadOne Inc (4)(7)(11)SOFR + 6.25%10.81%12/30/20281,067 1,025 1,024 0.02 
RWL Holdings, LLC (4)(7)(10)SOFR + 5.75%10.48%12/31/202824,133 23,667 23,827 0.57 
SEKO Global Logistics Network, LLC (4)(5)(6)(11)E + 5.00%6.00%12/30/2026EUR1,863 2,134 1,978 0.05 
SEKO Global Logistics Network, LLC (4)(5)(7)(11)L + 4.75%9.48%12/30/20266,247 6,174 6,214 0.15 
435,061 438,858 10.55 
Building Products
Fencing Supply Group Acquisition, LLC (4)(5)(11)L + 6.00%11.21%2/26/202752,187 51,654 52,187 1.25 
Jacuzzi Brands, LLC (4)(11)SOFR + 6.00%10.32%2/25/202594,817 94,168 94,817 2.28 
L&S Mechanical Acquisition, LLC (4)(5)(10)L + 5.75%10.14%9/1/202712,627 12,431 11,869 0.29 
Lindstrom, LLC (4)(11)SOFR + 6.25%10.47%4/7/2025121,977 121,094 120,758 2.90 
Windows Acquisition Holdings, Inc. (4)(5)(11)L + 6.50%11.23%12/29/202653,729 53,014 53,729 1.29 
332,361 333,360 8.01 
Commercial Services & Supplies
Bazaarvoice, Inc. (4)(7)(8)SOFR + 5.75%10.28%5/7/2028228,477 228,477 228,477 5.49 
Java Buyer, Inc. (4)(7)(10)L + 5.75%10.52%12/15/20275,023 4,925 4,815 0.12 
JSS Holdings, Inc. (4)(10)L + 6.00%10.34%12/27/2028285,912 282,891 285,912 6.88 
JSS Holdings, Inc. (4)(10)L + 6.00%10.34%12/27/20284,938 4,874 4,938 0.12 
Knowledge Pro Buyer, Inc. (4)(7)(10)L + 5.75%10.04%12/10/20275,923 5,799 5,858 0.14 
KPSKY Acquisition, Inc. (4)(7)(10)L + 5.50%9.89%10/19/202822,544 22,169 21,240 0.51 
Onex Baltimore Buyer, Inc. (4)(7)(10)SOFR + 5.75%10.50%12/1/202728,023 27,541 27,720 0.67 
The Action Environmental Group, Inc. (4)(5)(12)SOFR + 6.00%10.66%1/16/2026133,693 132,061 132,022 3.17 
The Action Environmental Group, Inc. (4)(5)(12)L + 6.00%7.25%1/16/202611,133 11,096 10,993 0.26 
Veregy Consolidated, Inc. (4)(11)L + 6.00%10.41%11/2/202720,886 20,485 17,126 0.41 
740,318 739,101 17.77 
Construction & Engineering
ASP Endeavor Acquisition, LLC (4)(5)(9)L + 6.50%11.06%5/3/202713,765 13,566 13,042 0.31 
COP Home Services TopCo IV, Inc. (4)(5)(7)(11)L + 5.00%9.38%12/31/202722,373 21,850 21,233 0.51 
35,416 34,275 0.82 
Containers & Packaging
Ascend Buyer, LLC (4)(7)(10)SOFR + 6.25%10.67%10/2/202818,886 18,545 18,678 0.45 
Ascend Buyer, LLC (4)(10)SOFR + 5.75%10.67%9/30/20281,995 1,937 1,975 0.05 
20,482 20,653 0.50 
27

Table of Contents
Blackstone Secured Lending Fund
Condensed Consolidated Schedule of Investments
December 31, 2022
(in thousands)
(Unaudited)
Investments (1)FootnotesReference Rate and SpreadInterest Rate (2)(15)Maturity DatePar Amount/Units (1)Cost (3)Fair Value% of Net Assets
First Lien Debt (continued)
Distributors
BP Purchaser, LLC (4)(10)L + 5.50%10.24%12/10/2028$7,332 $7,208 $7,094 0.17 %
Bution Holdco 2, Inc. (4)(11)L + 6.25%10.63%10/17/202572,809 72,131 72,809 1.75 
Dana Kepner Company, LLC (4)(11)SOFR + 6.00%10.66%12/29/202663,291 62,449 62,975 1.51 
Dana Kepner Company, LLC (4)(11)SOFR + 6.00%10.66%12/29/20271,995 1,959 1,985 0.05 
Genuine Cable Group, LLC (4)(10)SOFR + 5.75%10.17%11/2/2026179,989 177,116 176,389 4.24 
Marcone Yellowstone Buyer, Inc. (4)(5)(7)(10)SOFR + 6.50%7.25%6/23/20281,582 1,525 1,524 0.04 
Marcone Yellowstone Buyer, Inc. (4)(5)(10)SOFR + 5.50%10.98%6/23/20284,950 4,866 4,752 0.11 
Marcone Yellowstone Buyer, Inc. (4)(5)(10)SOFR + 6.25%10.62%6/23/20281,598 1,581 1,534 0.04 
NDC Acquisition Corp. (4)(7)(11)L + 5.50%10.23%3/9/202714,074 13,749 13,735 0.33 
Tailwind Colony Holding Corporation (4)(7)(11)SOFR + 6.25%10.98%11/13/202442,774 42,484 42,132 1.01 
Unified Door & Hardware Group, LLC (4)(11)SOFR + 5.75%10.52%6/30/2025998 955 953 0.02 
Unified Door & Hardware Group, LLC (4)(11)L + 5.75%10.41%12/18/202751,973 51,237 51,064 1.23 
Unified Door & Hardware Group, LLC (4)(11)L + 5.75%10.41%6/30/202542,476 42,098 41,733 1.00 
479,358 478,679 11.50 
Diversified Consumer Services
Cambium Learning Group, Inc. (4)(7)(10)L + 5.50%9.74%7/20/2028292,101 289,768 292,101 7.02 
Dreambox Learning Holding LLC (4)(5)(10)L + 6.25%9.44%12/1/20277,087 6,970 6,661 0.16 
Go Car Wash Management Corp. (4)(7)(14)SOFR + 6.25%10.67%12/31/202622,544 22,141 21,954 0.53 
318,879 320,716 7.71 
Diversified Financial Services
Barbri Holdings, Inc. (4)(10)L + 5.75%10.13%4/30/202864,465 63,457 63,820 1.53 
SelectQuote, Inc. (4)(10)SOFR + 8.00%
12.42% (incl. 2.00% PIK)
11/5/202474,715 73,984 67,243 1.62 
137,441 131,063 3.15 
Diversified Telecommunication Services
Point Broadband Acquisition, LLC (4)(7)(11)L + 6.00%10.56%10/1/2028104,875 102,509 101,470 2.44 
Electric Utilities
Qualus Power Services Corp. (4)(7)(11)L + 5.25%10.01%3/26/202733,462 32,834 33,092 0.80 
Electrical Equipment
Emergency Power Holdings, LLC (4)(5)(7)(11)L + 5.50%10.23%8/17/202844,451 43,549 43,486 1.05 
Relay Purchaser, LLC (4)(5)(7)(10)L + 6.00%10.73%8/30/202836,670 35,999 36,415 0.88 
Shoals Holdings, LLC (4)(11)SOFR + 3.25%7.51%11/25/202683,504 82,123 83,921 2.02 
161,671 163,822 3.95 
Electronic Equipment, Instruments & Components
Albireo Energy, LLC (4)(5)(11)L + 6.00%10.75%12/23/2026109,041 107,698 101,953 2.45 
CPI Intermediate Holdings Inc (4)(7)(10)SOFR + 5.50%9.68%10/8/20294,034 3,942 3,943 0.09 
111,640 105,896 2.54 
Energy Equipment & Services
Abaco Energy Technologies, LLC (4)(13)L + 7.00%11.29%10/4/202436,437 36,057 36,437 0.88 
ISQ Hawkeye Holdco, Inc. (4)(7)(10)SOFR + 6.25%10.63%8/17/2029908 884 893 0.02 
Tetra Technologies, Inc. (4)(6)(11)L + 6.25%10.63%9/10/202517,790 17,736 17,790 0.43 
54,677 55,120 1.33 
Health Care Equipment & Supplies
CPI Buyer, LLC (4)(7)(10)L + 5.50%10.23%11/1/202830,242 29,624 29,089 0.70 
GCX Corporation Buyer, LLC (4)(5)(7)(10)L + 5.50%9.84%9/13/202727,225 26,765 26,661 0.64 
56,389 55,750 1.34 
28

Table of Contents
Blackstone Secured Lending Fund
Condensed Consolidated Schedule of Investments
December 31, 2022
(in thousands)
(Unaudited)
Investments (1)FootnotesReference Rate and SpreadInterest Rate (2)(15)Maturity DatePar Amount/Units (1)Cost (3)Fair Value% of Net Assets
First Lien Debt (continued)
Health Care Providers & Services
123Dentist, Inc. (4)(6)(7)(10)C + 5.75%10.36%8/10/2029CAD1,721 $1,321 $1,220 0.03 %
ACI Group Holdings, Inc. (4)(5)(7)(10)L + 5.75%10.13%8/2/2028105,139 103,062 103,013 2.48 
ADCS Clinics Intermediate Holdings, LLC (4)(7)(11)L + 6.50%11.66%5/7/20278,570 8,428 8,419 0.20 
Amerivet Partners Management, Inc. (4)(5)(7)(10)SOFR + 5.50%10.23%2/25/20285,857 5,724 5,600 0.13 
Canadian Hospital Specialties Ltd. (4)(5)(6)(7)(11)C + 4.50%9.36%4/14/2028CAD30,935 22,693 22,786 0.55 
CCBlue Bidco, Inc. (4)(7)(10)L + 6.25%
9.92% (incl. 2.75% PIK)
12/21/202810,442 10,261 9,853 0.24 
Cross Country Healthcare, Inc. (4)(10)L + 5.75%10.14%6/8/20276,582 6,452 6,582 0.16 
DCA Investment Holdings, LLC (4)(7)(10)SOFR + 6.00%9.98%4/3/202833,096 32,744 32,749 0.79 
Epoch Acquisition, Inc. (4)(11)SOFR + 6.00%10.19%10/4/202424,307 24,208 24,185 0.58 
Healthcomp Holding Company, LLC (4)(5)(11)L + 6.00%10.42%10/27/202676,247 75,033 76,247 1.83 
Healthcomp Holding Company, LLC (4)(5)(7)(11)L + 5.50%10.42%10/27/202632,324 31,675 32,085 0.77 
Jayhawk Buyer, LLC (4)(7)(11)L + 5.00%9.73%10/15/2026155,273 152,942 153,720 3.70 
Navigator Acquiror, Inc. (4)(7)(9)L + 5.75%
9.98% (incl. 5.11% PIK)
7/16/2027200,735 199,246 198,728 4.78 
Odyssey Holding Company, LLC (4)(11)L + 5.75%10.45%11/16/202518,672 18,522 18,672 0.45 
PPV Intermediate Holdings, LLC (4)(7)(10)SOFR + 5.75%10.07%8/31/20291,796 1,761 1,775 0.04 
Smile Doctors, LLC (4)(7)(10)L + 5.75%11.00%12/21/202811,462 11,253 11,218 0.27 
Snoopy Bidco, Inc. (4)(7)(10)L + 6.00%10.76%6/1/2028304,214 298,966 293,329 7.05 
SpecialtyCare, Inc. (4)(5)(7)(11)L + 5.75%9.76%6/18/202812,641 12,331 12,209 0.29 
Stepping Stones Healthcare Services, LLC (4)(7)(10)L + 5.75%10.51%1/2/20292,774 2,722 2,690 0.06 
The Fertility Partners, Inc. (4)(5)(6)(10)L + 5.75%10.13%3/16/20284,975 4,889 4,776 0.11 
The Fertility Partners, Inc. (4)(5)(6)(7)(10)C + 5.75%10.46%3/16/2028CAD5,840 4,622 4,287 0.10 
The GI Alliance Management, LLC (4)(7)(11)SOFR + 6.25%10.49%9/15/20284,107 3,965 3,998 0.10 
Unified Physician Management, LLC (4)(7)(9)SOFR + 5.50%10.50%6/18/20292,046 2,046 2,046 0.05 
United Mutual Acquisition Holdings, LLC (4)(7)(10)SOFR + 5.75%10.09%7/15/20281,787 1,742 1,738 0.04 
US Oral Surgery Management Holdco, LLC (4)(7)(10)L + 5.50%10.18%11/18/202741,654 40,916 41,169 0.99 
WHCG Purchaser III, Inc. (4)(5)(7)(10)L + 5.75%10.48%6/22/202844,703 43,840 34,563 0.83 
1,121,364 1,107,657 26.62 
Health Care Technology
Caerus US 1, Inc. (4)(6)(7)(10)SOFR + 5.50%10.08%5/25/202910,542 10,314 10,207 0.25 
Caerus US 1, Inc. (4)(6)(7)(10)SOFR + 5.50%6.25%5/25/20292,215 2,171 2,170 0.05 
Color Intermediate LLC (4)(10)SOFR + 5.50%10.18%10/4/202920,313 19,818 19,906 0.48 
Edifecs, Inc. (4)(10)L + 5.50%10.23%9/21/202613,585 13,377 13,449 0.32 
Edifecs, Inc. (4)(11)L + 7.50%12.23%9/21/2026219,160 215,762 223,544 5.38 
GI Ranger Intermediate, LLC (4)(7)(10)SOFR + 6.00%10.73%10/29/202816,007 15,730 15,725 0.38 
NMC Crimson Holdings, Inc. (4)(7)(10)L + 6.00%9.74%3/1/202875,988 74,013 74,829 1.80 
Project Ruby Ultimate Parent Corp. (10)L + 3.25%7.63%3/10/20288,461 8,429 8,019 0.19 
RPBLS Midco, LLC (4)(7)(10)SOFR + 5.75%9.41%4/1/20289,423 9,275 9,329 0.22 
368,889 377,178 9.07 
Insurance
Alera Group, Inc. (4)(7)(10)SOFR + 6.00%10.42%10/2/20283,703 3,673 3,629 0.09 
Amerilife Holdings, LLC (4)(7)(10)SOFR + 5.75%9.01%8/31/20292,101 2,055 2,076 0.05 
29

Table of Contents
Blackstone Secured Lending Fund
Condensed Consolidated Schedule of Investments
December 31, 2022
(in thousands)
(Unaudited)
Investments (1)FootnotesReference Rate and SpreadInterest Rate (2)(15)Maturity DatePar Amount/Units (1)Cost (3)Fair Value% of Net Assets
First Lien Debt (continued)
Insurance (continued)
Benefytt Technologies, Inc. (4)(7)(10)SOFR + 8.75%
12.09% (incl. 7.75% PIK)
8/12/2027$13,457 $13,255 $10,896 0.26 %
Foundation Risk Partners Corp. (4)(7)(10)SOFR + 6.00%10.68%10/29/202827,179 26,823 26,881 0.65 
Galway Borrower, LLC (4)(5)(7)(10)L + 5.25%8.99%9/30/202822,169 21,790 21,577 0.52 
High Street Buyer, Inc. (4)(5)(7)(10)L + 6.00%10.73%4/14/202861,910 60,802 61,282 1.47 
Integrity Marketing Acquisition, LLC (4)(5)(7)(10)L + 6.05%11.28%8/27/2025146,487 145,102 141,089 3.39 
Jones Deslauriers Insurance Management, Inc. (5)(6)(10)C + 4.25%8.81%3/27/2028CAD86,367 68,216 59,917 1.44 
PGIS Intermediate Holdings, LLC (4)(5)(7)(10)L + 5.50%10.63%10/16/20284,627 4,553 4,470 0.11 
SG Acquisition, Inc. (4)(9)L + 5.00%9.17%1/27/2027104,974 103,888 104,974 2.52 
Shelf Bidco Ltd (6)(10)SOFR + 6.00%6.75%1/3/2030GBP5,091 4,938 4,938 0.12 
Tennessee Bidco Limited (4)(5)(6)(8)S + 7.28%8.47%7/9/2028GBP16,190 21,946 19,134 0.46 
Tennessee Bidco Limited (4)(5)(6)(8)S + 7.00%7.00%7/9/2028GBP28,509 38,706 33,693 0.81 
Tennessee Bidco Limited (4)(5)(6)(8)L + 7.00%10.38%7/9/202854,034 52,743 53,088 1.28 
Tennessee Bidco Limited (4)(5)(6)(8)L + 7.00%12.21%8/3/202815,998 15,796 15,718 0.38 
Westland Insurance Group LTD (4)(5)(6)(11)L + 7.00%11.39%1/5/202742,483 39,901 41,209 0.99 
Westland Insurance Group LTD (4)(5)(6)(7)(8)C + 7.00%11.86%1/5/2027CAD165,350 119,655 118,210 2.84 
743,842 722,781 17.38 
Internet & Direct Marketing Retail
Donuts, Inc. (4)(11)SOFR + 6.00%10.43%12/29/2026322,470 318,178 319,245 7.68 
IT Services
AI Altius Bidco, Inc. (4)(5)(7)(10)L + 5.50%10.65%12/21/20285,423 5,320 5,300 0.13 
AI Altius Bidco, Inc. (4)(5)(8)9.75%
9.75% PIK
12/29/2029835 814 808 0.02 
Infostretch Corporation (4)(10)SOFR + 5.75%10.48%4/1/20284,975 4,888 4,776 0.11 
Inovalon Holdings, Inc. (4)(7)(10)L + 6.25%
10.95% (incl. 2.75% PIK)
11/24/2028106,179 103,883 104,979 2.52 
Monterey Financing S.à.r.l (4)(6)(7)(8)E + 6.00%8.14%9/28/2029EUR658 601 704 0.02 
Monterey Financing S.à.r.l (4)(6)(8)CI +6.00%8.42%9/28/2029DKK4,819 618 674 0.02 
Monterey Financing S.à.r.l (4)(6)(9)N +6.00%9.26%9/28/2029NOK5,149 461 510 0.01 
Monterey Financing S.à.r.l(4)(6)(8)ST +6.00%8.65%9/28/2029SEK2,090 184 196 0.00 
Razor Holdco, LLC (4)(10)L + 5.75%9.42%10/25/202737,347 36,718 36,600 0.88 
Red River Technology, LLC (4)(7)(11)L + 6.00%10.38%5/26/202780,785 79,749 80,180 1.93 
Turing Holdco, Inc. (4)(5)(6)(7)(8)E + 6.00%
8.00% (incl. 2.50% PIK)
8/3/2028EUR16,280 18,129 17,160 0.41 
Turing Holdco, Inc. (4)(5)(6)(8)L + 6.00%10.01%8/3/20288,437 8,229 8,310 0.20 
259,594 260,197 6.25 
Machinery
MHE Intermediate Holdings (4)(5)(7)(11)SOFR + 6.00%9.50%7/21/20274,492 4,419 4,331 0.10 
MHE Intermediate Holdings (4)(5)(11)SOFR + 6.25%9.75%12/9/2025214 210 208 0.01 
4,629 4,539 0.11 
Marine
Armada Parent, Inc. (4)(7)(10)L + 5.75%10.13%10/29/202725,997 25,520 25,209 0.61 
Media
Trader Corp. (4)(6)(7)(10)C + 5.75%10.40%12/22/2029CAD10,000 7,149 7,185 0.17 
30

Table of Contents
Blackstone Secured Lending Fund
Condensed Consolidated Schedule of Investments
December 31, 2022
(in thousands)
(Unaudited)
Investments (1)FootnotesReference Rate and SpreadInterest Rate (2)(15)Maturity DatePar Amount/Units (1)Cost (3)Fair Value% of Net Assets
First Lien Debt (continued)
Oil, Gas & Consumable Fuels
Eagle Midstream Canada Finance, Inc. (4)(6)(10)SOFR + 6.25%10.52%8/15/2028$74,649 $73,602 $73,529 1.77 %
KKR Alberta Midstream Finance Inc. (4)(6)(10)SOFR + 6.25%10.52%8/15/202840,611 40,042 40,002 0.96 
113,644 113,531 2.73 
Paper & Forest Products
Profile Products, LLC (4)(7)(10)L + 5.50%9.36%11/12/20276,344 6,247 6,186 0.15 
Profile Products, LLC (4)(10)C + 5.50%10.14%11/12/20271,242 1,221 1,214 0.03 
7,468 7,400 0.18 
Pharmaceuticals
Doc Generici (Diocle S.p.A.) (4)(6)(7)(8)E + 6.50%8.56%10/27/2028EUR1,758 1,478 1,688 0.04 
Professional Services
ALKU, LLC (4)(10)SOFR + 5.25%9.67%3/1/202874,904 74,352 74,904 1.80 
ALKU, LLC (4)(10)SOFR + 5.00%9.42%3/1/202838,118 37,751 38,118 0.92 
BPPH2 Limited (4)(5)(6)(8)S + 6.87%10.30%3/2/2028GBP26,300 35,637 31,794 0.76 
CFGI Holdings, LLC (4)(7)(10)L + 5.00%9.39%11/2/20277,598 7,449 7,565 0.18 
Clearview Buyer, Inc. (4)(5)(7)(10)L + 5.25%9.98%8/26/20279,240 9,032 9,001 0.22 
Cumming Group, Inc. (4)(7)(11)L + 5.25%8.92%5/26/202773,737 72,612 71,088 1.71 
Cumming Group, Inc. (4)(11)SOFR + 5.25%8.92%11/16/20271,000 970 970 0.02 
Guidehouse, Inc. (4)(5)(10)L + 6.25%10.63%10/16/2028325,537 322,831 319,027 7.67 
HIG Orca Acquisition Holdings, Inc. (4)(5)(7)(11)SOFR + 6.00%9.78%8/17/202723,523 23,133 23,239 0.56 
IG Investments Holdings, LLC (4)(5)(7)(10)L + 6.00%10.39%9/22/202848,167 47,356 47,915 1.15 
Kaufman Hall & Associates, LLC (4)(7)(10)L + 5.25%9.63%12/14/202824,314 23,858 24,131 0.58 
Legacy Intermediate, LLC (4)(5)(7)(10)SOFR + 5.75%10.26%2/25/20285,161 5,047 5,080 0.12 
Material Holdings, LLC (4)(5)(7)(10)SOFR + 6.00%10.68%8/19/202724,448 24,042 23,687 0.57 
Minotaur Acquisition, Inc. (8)SOFR + 4.75%9.17%3/27/20261,985 1,932 1,903 0.05 
Petrus Buyer Inc (4)(7)(10)SOFR + 6.50%10.70%10/17/20291,905 1,833 1,831 0.04 
Sherlock Buyer Corp. (4)(7)(10)L + 5.75%10.48%12/8/20288,573 8,386 8,223 0.20 
Thevelia US, LLC  (5)(6)(9)SOFR + 4.00%8.73%6/18/20291,309 1,296 1,273 0.03 
Titan Investment Company, Inc.  (4)(5)(8)L + 5.75%10.07%3/20/202742,028 40,646 40,136 0.97 
Trinity Air Consultants Holdings Corp. (4)(7)(10)L + 5.25%10.18%6/29/202767,936 66,786 67,079 1.61 
Trinity Partners Holdings, LLC (4)(7)(10)SOFR + 5.75%9.99%12/21/20284,804 4,710 4,694 0.11 
West Monroe Partners, LLC (4)(7)(10)L + 5.50%9.84%11/8/202814,896 14,623 14,524 0.35 
824,282 816,182 19.62 
Real Estate Management & Development
Progress Residential PM Holdings, LLC (4)(7)(10)SOFR + 6.25%10.67%2/16/202870,324 69,012 70,324 1.69 
Progress Residential PM Holdings, LLC (4)(7)(10)SOFR + 6.25%10.67%7/25/2029833 814 833 0.02 
69,826 71,157 1.71 
Road & Rail
Gruden Acquisition, Inc. (4)(5)(7)(11)L + 5.50%7.75%7/1/202816,437 16,072 16,167 0.39 
Software
Anaplan, Inc. (4)(6)(7)(10)SOFR + 6.50%10.82%6/21/20291,786 1,749 1,747 0.04 
AxiomSL Group, Inc. (4)(7)(11)L + 5.75%10.13%12/3/202742,118 41,401 41,635 1.00 
BlueCat Networks USA, Inc. (4)(6)(7)(10)SOFR + 6.00%10.46%8/8/20281,959 1,915 1,913 0.05 
Community Brands ParentCo, LLC (4)(5)(7)(10)SOFR + 5.75%10.17%2/24/20284,963 4,866 4,850 0.12 
Confine Visual Bidco (4)(6)(7)(10)SOFR + 5.75%10.05%2/23/202915,921 15,503 15,092 0.36 
Connatix Buyer, Inc. (4)(5)(7)(10)L + 5.50%10.14%7/14/202721,875 21,348 21,220 0.51 
Diligent Corporation (4)(11)L + 5.75%10.13%8/4/202558,950 58,458 57,182 1.38 
Discovery Education, Inc. (4)(7)(10)SOFR + 5.75%9.83%4/9/202926,600 26,071 25,565 0.61 
31

Table of Contents
Blackstone Secured Lending Fund
Condensed Consolidated Schedule of Investments
December 31, 2022
(in thousands)
(Unaudited)
Investments (1)FootnotesReference Rate and SpreadInterest Rate (2)(15)Maturity DatePar Amount/Units (1)Cost (3)Fair Value% of Net Assets
First Lien Debt (continued)
Software (continued)
Episerver, Inc. (4)(5)(7)(11)L + 5.25%9.98%4/9/2026$9,643 $9,525 $9,117 0.22 %
Experity, Inc. (4)(5)(7)(10)L + 5.75%10.48%2/24/202815,007 14,743 14,677 0.35 
Gigamon Inc. (4)(7)(11)SOFR + 5.75%9.73%3/9/20297,471 7,335 7,293 0.18 
GovernmentJobs.com, Inc. (4)(7)(10)L + 5.50%9.88%12/1/20284,963 4,934 4,828 0.12 
GraphPAD Software, LLC (4)(7)(11)L + 5.50%10.23%4/27/202726,584 26,261 26,222 0.63 
LD Lower Holdings, Inc. (4)(7)(11)L + 6.50%11.23%2/8/202692,459 91,310 91,072 2.19 
Lightbox Intermediate, LP (4)(8)L + 5.00%9.73%5/9/20261,990 1,948 1,920 0.05 
Magnesium BorrowerCo, Inc. (4)(10)S + 5.75%9.18%5/18/2029GBP3,443 4,201 4,079 0.10 
Magnesium BorrowerCo, Inc. (4)(7)(10)SOFR + 5.75%10.17%5/18/20295,268 5,136 5,177 0.12 
Mandolin Technology Intermediate Holdings, Inc. (4)(5)(7)(9)L + 3.75%8.16%7/31/20289,464 9,352 9,120 0.22 
Medallia, Inc. (4)(10)L + 6.50%
10.88% (incl. 5.44% PIK)
10/29/2028350,678 345,298 343,665 8.26 
Monk Holding Co. (4)(7)(10)L + 5.50%9.67%12/1/20275,043 4,921 4,929 0.12 
MRI Software, LLC (5)(7)(11)L + 5.50%10.23%2/10/202627,816 27,642 26,405 0.63 
Nintex Topco Limited (4)(6)(10)L + 6.00%10.73%11/13/202834,211 33,637 31,987 0.77 
Project Boost Purchaser, LLC (4)(7)(10)SOFR + 5.25%9.65%5/2/20294,795 4,742 4,763 0.11 
Rally Buyer, Inc. (4)(7)(10)SOFR + 5.75%8.78%7/19/2028718 700 699 0.02 
Relativity ODA, LLC (4)(7)(11)L + 10.55%
11.89% (incl. 11.55% PIK)
5/12/202720,995 20,607 20,631 0.50 
Spitfire Parent, Inc. (4)(11)SOFR + 6.00%9.28%3/11/202755,061 54,269 53,960 1.30 
Spitfire Parent, Inc. (4)(5)(11)E + 6.00%7.86%3/11/2027EUR10,369 12,350 10,845 0.26 
Spitfire Parent, Inc. (4)(7)(11)SOFR + 6.00%10.23%3/11/202720,506 20,137 20,059 0.48 
Stamps.com, Inc. (4)(10)L + 5.75%10.13%10/5/2028288,101 283,359 280,899 6.75 
The NPD Group L.P. (4)(7)(10)SOFR + 6.25%
10.43% (incl. 2.75% PIK)
12/1/202875,724 74,324 74,210 1.78 
The NPD Group L.P. (4)(7)(10)L + 5.75%10.13%12/1/2028123,212 120,651 121,859 2.93 
Triple Lift, Inc. (4)(7)(10)SOFR + 5.50%9.61%5/5/202865,276 64,177 63,876 1.54 
Zendesk Inc (4)(7)(10)SOFR + 6.50%11.04%11/22/20281,582 1,544 1,542 0.04 
1,414,414 1,403,038 33.74 
Specialty Retail
CustomInk, LLC (4)(11)L + 6.18%7.18%5/3/2026163,594 162,126 163,594 3.93 
Technology Hardware, Storage & Peripherals
Lytx, Inc. (4)(11)SOFR + 6.75%11.17%2/28/202684,454 83,729 81,076 1.95 
Trading Companies & Distributors
Porcelain Acquisition Corp. (4)(7)(11)L + 5.75%10.48%4/1/202755,254 53,785 54,829 1.32 
The Cook & Boardman Group, LLC (11)SOFR + 5.75%9.99%10/17/202549,193 48,981 41,998 1.01 
102,766 96,827 2.33 
32

Table of Contents
Blackstone Secured Lending Fund
Condensed Consolidated Schedule of Investments
December 31, 2022
(in thousands)
(Unaudited)
Investments (1)FootnotesReference Rate and SpreadInterest Rate (2)(15)Maturity DatePar Amount/Units (1)Cost (3)Fair Value% of Net Assets
First Lien Debt (continued)
Transportation Infrastructure
Capstone Logistics, LLC (4)(11)L + 4.75%9.13%11/12/2027$5,558 $5,527 $5,350 0.13 %
Frontline Road Safety, LLC (4)(10)L + 5.75%6.68%5/3/202790,051 88,785 84,648 2.04 
Helix TS, LLC (4)(7)(10)L + 5.75%10.16%8/4/202742,303 41,713 42,083 1.01 
Italian Motorway Holdings S.à.r.l  (4)(6)(8)E + 5.25%7.35%4/28/2029EUR78,810 81,010 81,376 1.96 
Roadsafe Holdings, Inc. (4)(7)(11)L + 5.75%10.87%10/19/202751,884 51,085 51,336 1.23 
Safety Borrower Holdings LP (4)(5)(7)(11)L + 5.25%10.46%9/1/20275,083 5,044 5,028 0.12 
Sam Holding Co, Inc. (4)(7)(11)L + 5.25%9.95%9/24/202742,275 41,506 41,306 0.99 
TRP Infrastructure Services, LLC (4)(7)(11)L + 5.50%10.08%7/9/202739,285 38,640 36,464 0.88 
353,310 347,591 8.36 
Total First Lien Debt9,497,570 9,419,963 226.49 
33

Table of Contents
Blackstone Secured Lending Fund
Condensed Consolidated Schedule of Investments
December 31, 2022
(in thousands)
(Unaudited)
Investments (1)FootnotesReference Rate and SpreadInterest Rate (2)(15)Maturity DatePar Amount/Units(1)Cost (3)Fair Value% of Net Assets
Second Lien Debt
Construction & Engineering
COP Home Services TopCo IV, Inc.(4)(5)(11)L + 8.75%13.13%12/29/2028$7,517 $7,390 $7,178 0.17 %
Health Care Providers & Services
Canadian Hospital Specialties Ltd.(4)(5)(6)(8)8.75%8.75%4/15/2029CAD10,533 8,323 7,171 0.17 
Jayhawk Buyer, LLC(4)(11)L + 8.75%13.17%10/15/20275,183 5,106 5,144 0.12 
13,429 12,315 0.29 
Industrial Conglomerates
Victory Buyer, LLC(4)(9)L + 7.00%11.35%11/1/20299,619 9,534 8,248 0.20 
IT Services
Inovalon Holdings, Inc.(4)(5)(10)L + 10.50%
15.20% (incl. 15.20% PIK)
11/24/203310,358 10,108 10,359 0.25 
Professional Services
Thevelia US, LLC(4)(6)(9)SOFR + 6.75%11.48%6/17/20304,920 4,783 4,810 0.12 
Software
Mandolin Technology Intermediate Holdings, Inc.(4)(5)(9)L + 6.50%10.91%7/30/20293,550 3,509 3,426 0.08 
Total Second Lien Debt48,753 46,336 1.11 

34

Table of Contents
Blackstone Secured Lending Fund
Condensed Consolidated Schedule of Investments
December 31, 2022
(in thousands)
(Unaudited)
Investments (1)(5)FootnotesReference Rate and SpreadInterest Rate (2)Maturity DatePar Amount/Units (1)Cost (3)Fair Value% of Net Assets
Equity
Aerospace & Defense
Micross Topco, Inc. (4)4,767 $4,767 $4,767 0.11 %
Air Freight & Logistics
AGI Group Holdings LP - A2 Units (4)902 902 724 0.02 
Mode Holdings, L.P. - Class A-2 Common Units (4)5,486,923 5,487 10,699 0.26 
6,389 11,423 0.28 
Distributors
Box Co-Invest Blocker, LLC (4)702,305 702 625 0.02 
EIS Acquisition Holdings, LP - Class A Common Units (4)6,292 3,350 13,282 0.32 
4,052 13,907 0.34 
Diversified Consumer Services
Cambium Holdings, LLC - Senior Preferred Interests (4)11.50%12,511,857 12,315 15,135 0.36 
Deneb Ultimate Topco, LLC - Class A Units (4)213 213 168 0.00 
12,528 15,303 0.36 
Diversified Telecommunication Services
Point Broadband Holdings, LLC - Class A Units (4)6,930 5,877 5,285 0.13 
Point Broadband Holdings, LLC - Class B Units (4)369,255 1,053 762 0.02 
Point Broadband Holdings, LLC - Class Additional A Units (4)79,358 226 164 0.00 
Point Broadband Holdings, LLC - Class Additional B Units (4)1,489 1,263 1,136 0.03 
8,419 7,347 0.18 
Health Care Equipment & Supplies
GCX Corporation Group Holdings, L.P. - Class A-2 Units (4)539 539 324 0.01 
Health Care Providers & Services
AVE Holdings I Corp. (4)625,944 607 638 0.02 
Jayhawk Holdings, LP - A-1 Common Units (4)2,201 392 627 0.02 
Jayhawk Holdings, LP - A-2 Common Units (4)1,185 211 338 0.01 
1,210 1,603 0.05 
Health Care Technology
Caerus Midco 2 S.À. R.L - Additional Vehicle Units (4)(6)11,710 12 0.00 
Caerus Midco 2 S.À. R.L - Vehicle Units (4)(6)58,458 58 53 0.00 
70 54 0.00 
Insurance
Shelf Holdco Ltd Common Equity (4)(6)50,000 50 50 0.00 
IT Services
NC Ocala Co-Invest Beta, L.P. - LP Interest (4)2,854,133 2,854 2,854 0.07 
35

Table of Contents
Blackstone Secured Lending Fund
Condensed Consolidated Schedule of Investments
December 31, 2022
(in thousands)
(Unaudited)
Investments (1)(5)FootnotesReference Rate and SpreadInterest Rate (2)Maturity DatePar Amount/Units (1)Cost (3)Fair Value% of Net Assets
Equity (continued)
Professional Services
Guidehouse Holding Corp. - Preferred Equity (4)11.50%15,440 $15,133 $16,637 0.40 %
OHCP V TC COI, LP. - LP Interest (4)3,500,000 3,500 4,410 0.11 
Tricor Horizon, LP (4)(6)382,469 382 382 0.01 
19,015 21,429 0.52 
Software
Connatix Parent, LLC - Class L Common Units (4)42,045 462 256 0.01 
Expedition Holdco, LLC - Class A Units (4)90 57 44 0.00 
Expedition Holdco, LLC - Class B Units (4)90,000 33 21 0.00 
Lobos Parent, Inc. - Series A Preferred Shares (4)10.50%1,545 1,506 1,641 0.04 
Mandolin Technology Holdings, Inc. - Series A Preferred Shares (4)3,550,000 3,444 3,408 0.08 
Mimecast Limited (4)651,175 651 638 0.02 
Zoro Common Equity (4)2,073 21 21 0.00 
Zoro Series A Preferred Shares (4)12.50%373 362 362 0.01 
6,536 6,391 0.16 
Specialty Retail
CustomInk, LLC - Series A Preferred Units (4)384,520 5,200 6,521 0.16 
Transportation Infrastructure
Frontline Road Safety Investments, LLC - Class A Common Units (4)27,536 2,909 1,920 0.05 
Ncp Helix Holdings, LLC. - Preferred Shares (4)369 372 472 0.01 
3,281 2,392 0.06 
Total Equity Investments74,910 94,365 2.30 
Total Investment - non-controlled/non-affiliated9,621,233 9,560,664 229.90 
Investments - non-controlled/affiliated
Equity
Insurance
Blackstone Donegal Holdings LP - LP Interests (Westland Insurance Group LTD)(4)(5)(6)(16)36,639 56,584 1.36 
Total Equity36,639 56,584 1.36 
Total Investments - non-controlled/affiliated36,639 56,584 1.36 
Total Investment Portfolio9,657,872 9,617,248 231.26 
Cash and Cash Equivalents
Other Cash and Cash Equivalents131,272 131,272 3.16 
Total Portfolio Investments, Cash and Cash Equivalents$9,789,144 $9,748,520 234.42 %
(1)Unless otherwise indicated, all debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Condensed Consolidated Schedule of Investments) are denominated in dollars. As of December 31, 2022, the Company had investments denominated in Canadian Dollars (CAD), Euros (EUR), British Pounds (GBP), Danish Krone (DKK), Swedish Krona (SEK), and Norwegian Krone (NOK). 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. The total par amount (in thousands) is presented for debt investments, while the number of shares or units (in whole amounts) 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”), Canadian Dollar Offered Rate (“CDOR” or “C”), Sterling Overnight Interbank Average Rate (“SONIA” or “S”), Euro Interbank Offer Rate (“Euribor” or “E”), Secured Overnight Financing Rate (“SOFR”), Stockholm Interbank Offered Rate (“STIBOR” or “ST”), Copenhagen Interbank Offered Rate (“CIBOR” or“CI”), Norwegian
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Interbank Offered Rate (“NIBOR” or “N”), 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, 2022. Variable rate loans typically include an interest reference rate floor feature. As of December 31, 2022, 93.1% of the debt portfolio at fair value had an interest rate floor above zero. Rates on equity instruments represents contractual dividend rates on certain preferred equity positions.
(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 (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. Any other debt investments listed above are pledged to financing facilities and are not available to satisfy the creditors of the Company.
(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, 2022, non-qualifying assets represented 11.0% 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:
Investments—non-controlled/non-affiliatedCommitment TypeCommitment
Expiration Date
Unfunded
Commitment
Fair
Value
First Lien Debt
123Dentist, Inc.Delayed Draw Term Loan8/10/2029$270 $(18)
ACI Group Holdings, Inc. Delayed Draw Term Loan8/2/202326,295 — 
ACI Group Holdings, Inc. Revolver8/2/202710,295 — 
ADCS Clinics Intermediate Holdings, LLC Revolver5/7/20271,301 (26)
ADCS Clinics Intermediate Holdings, LLC Delayed Draw Term Loan5/7/2023468 — 
AI Altius Bidco, Inc. Delayed Draw Term Loan12/21/20231,446 (14)
Amerilife Holdings, LLCRevolver8/31/2028243 (2)
Amerilife Holdings, LLCDelayed Draw Term Loan8/31/2029150 — 
Amerivet Partners Management, Inc. Revolver2/25/2028589 (24)
Amerivet Partners Management, Inc. Delayed Draw Term Loan2/25/20242,605 — 
Anaplan, Inc. Revolver6/21/2028179 (21)
Armada Parent, Inc. Delayed Draw Term Loan10/29/20231,250 — 
Armada Parent, Inc. Revolver10/29/20273,000 (83)
Ascend Buyer, LLC Revolver9/30/20271,940 (19)
AxiomSL Group, Inc. Delayed Draw Term Loan12/3/20272,949 (29)
AxiomSL Group, Inc. Revolver12/3/20253,221 (32)
Bazaarvoice, Inc. Revolver5/7/202628,662 — 
Benefytt Technologies, Inc. Delayed Draw Term Loan8/12/2023397 — 
BlueCat Networks USA, Inc.Delayed Draw Term Loan8/8/2028309 — 
BlueCat Networks USA, Inc.Delayed Draw Term Loan8/8/2028341 (3)
Caerus US 1, Inc. Delayed Draw Term Loan5/25/20291,506 (15)
Caerus US 1, Inc. Revolver5/25/2029732 — 
Caerus US 1, Inc. Revolver5/25/2029233 (5)
Caerus US 1, Inc. Delayed Draw Term Loan5/25/2029320 — 
Cambium Learning Group, Inc. Revolver7/20/202843,592 — 
Canadian Hospital Specialties Ltd. Delayed Draw Term Loan4/14/20235,647 — 
Canadian Hospital Specialties Ltd. Revolver4/14/20271,376 — 
CCBlue Bidco, Inc. Delayed Draw Term Loan12/21/20231,408 — 
CFGI Holdings, LLC Delayed Draw Term Loan11/2/20271,200 (12)
CFGI Holdings, LLC Revolver11/2/20271,050 (21)
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Investments—non-controlled/non-affiliatedCommitment TypeCommitment
Expiration Date
Unfunded
Commitment
Fair
Value
Clearview Buyer, Inc. Revolver2/26/2027$898 $(18)
Clearview Buyer, Inc. Delayed Draw Term Loan8/26/20243,668 — 
Community Brands ParentCo, LLC Delayed Draw Term Loan2/24/2024588 (6)
Community Brands ParentCo, LLC Revolver2/24/2028345 (7)
Confine Visual Bidco Delayed Draw Term Loan3/11/20243,046 — 
Connatix Buyer, Inc. Revolver7/14/20275,431 (109)
Connatix Buyer, Inc. Delayed Draw Term Loan7/14/202310,900 (109)
COP Home Services TopCo IV, Inc. Revolver12/31/20251,941 (21)
CPI Buyer, LLC Delayed Draw Term Loan5/1/20237,778 — 
CPI Buyer, LLC Revolver11/1/20263,214 (64)
CPI Intermediate Holdings IncDelayed Draw Term Loan10/8/2029966 (10)
Cumming Group, Inc. Delayed Draw Term Loan5/26/20277,896 (79)
Cumming Group, Inc. Revolver5/26/202711,923 — 
DCA Investment Holdings, LLC Delayed Draw Term Loan3/12/2023169 — 
DCA Investment Holdings, LLC Delayed Draw Term Loan4/3/20281,000 (15)
Discovery Education, Inc. Revolver4/9/20292,960 (104)
Discovery Education, Inc. Delayed Draw Term Loan4/9/20296,773 — 
Doc Generici (Diocle S.p.A.)Delayed Draw Term Loan10/26/20241,195 (141)
Emergency Power Holdings, LLC Delayed Draw Term Loan8/17/202318,700 (187)
ENV BIDCO ABDelayed Draw Term Loan7/19/2029260 — 
Episerver, Inc. Revolver4/9/20262,064 (93)
Experity, Inc. Revolver2/24/20281,495 (30)
Foundation Risk Partners Corp. Revolver10/29/20271,401 — 
Galway Borrower, LLC Revolver9/30/20272,113 (53)
Galway Borrower, LLC Delayed Draw Term Loan9/30/2023274 — 
GCX Corporation Buyer, LLC Delayed Draw Term Loan9/13/20232,000 — 
The GI Alliance Management, LLCDelayed Draw Term Loan9/15/2028883 (26)
GI Ranger Intermediate, LLC Revolver10/29/20271,080 — 
GI Ranger Intermediate, LLC Delayed Draw Term Loan10/30/20283,040 — 
Gigamon Inc. Revolver3/11/2028437 (10)
Go Car Wash Management Corp. Delayed Draw Term Loan8/31/20231,057 — 
GovernmentJobs.com, Inc. Revolver11/30/2027677 (14)
GovernmentJobs.com, Inc. Delayed Draw Term Loan11/30/20232,144 (21)
GraphPAD Software, LLC Revolver4/27/20272,124 (32)
GraphPAD Software, LLC Delayed Draw Term Loan4/27/20276,429 (64)
Gruden Acquisition, Inc. Delayed Draw Term Loan7/1/20232,100 (26)
Gruden Acquisition, Inc. Revolver7/1/20263,000 (38)
Healthcomp Holding Company, LLC Delayed Draw Term Loan12/29/202323,952 — 
Helix TS, LLC Delayed Draw Term Loan8/3/2023138 — 
Helix TS, LLC Delayed Draw Term Loan6/14/2024767 — 
HIG Orca Acquisition Holdings, Inc. Revolver8/17/20271,542 — 
HIG Orca Acquisition Holdings, Inc. Delayed Draw Term Loan8/17/20233,390 — 
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Investments—non-controlled/non-affiliatedCommitment TypeCommitment
Expiration Date
Unfunded
Commitment
Fair
Value
High Street Buyer, Inc. Revolver4/16/2027$2,254 $(45)
High Street Buyer, Inc. Delayed Draw Term Loan4/16/202811,830 — 
IG Investments Holdings, LLC Revolver9/22/20272,150 — 
Inovalon Holdings, Inc. Delayed Draw Term Loan6/24/202411,060 (138)
Integrity Marketing Acquisition, LLC Delayed Draw Term Loan8/27/2025347 — 
ISQ Hawkey Holdco, Inc.Revolver8/17/202891 (1)
ISQ Hawkey Holdco, Inc.Delayed Draw Term Loan8/17/202990 — 
Java Buyer, Inc. Delayed Draw Term Loan12/15/20231,897 — 
Jayhawk Buyer, LLCDelayed Draw Term Loan10/15/202630 — 
Knowledge Pro Buyer, Inc. Delayed Draw Term Loan12/10/20231,032 (8)
Knowledge Pro Buyer, Inc. Revolver12/10/20271,145 — 
KPSKY Acquisition, Inc. Delayed Draw Term Loan10/19/2023143 — 
LD Lower Holdings, Inc. Delayed Draw Term Loan2/8/202315,684 — 
Legacy Intermediate, LLC Revolver2/25/2028958 (10)
Legacy Intermediate, LLC Delayed Draw Term Loan2/25/20232,000 (20)
Linquest Corp. Delayed Draw Term Loan1/27/20234,975 (50)
Magnesium BorrowerCo, Inc. Delayed Draw Term Loan5/18/2029485 (12)
Mandolin Technology Intermediate Holdings, Inc. Revolver7/23/2026349 — 
Marcone Yellowstone Buyer, Inc. Delayed Draw Term Loan6/23/2028342 — 
Material Holdings, LLC Revolver8/17/2027918 — 
Material Holdings, LLC Delayed Draw Term Loan8/19/20231,802 — 
MHE Intermediate Holdings, LLC Revolver7/21/2027230 — 
Monk Holding Co. Delayed Draw Term Loan8/12/20232,038 — 
Monterey Financing S.à.r.lDelayed Draw Term Loan9/19/2029467 — 
MRI Software, LLC Revolver2/10/20261,516 (55)
MRI Software, LLC Revolver2/10/20264,200 (347)
Navigator Acquiror, Inc. Delayed Draw Term Loan7/16/202349,175 — 
NDC Acquisition Corp. Revolver3/9/20272,911 — 
NMC Crimson Holdings, Inc. Delayed Draw Term Loan3/1/202326,585 — 
Onex Baltimore Buyer, Inc. Delayed Draw Term Loan12/1/20232,247 — 
Petrus Buyer IncDelayed Draw Term Loan10/17/2029595 (9)
Petrus Buyer IncRevolver10/17/2029272 (8)
PGIS Intermediate Holdings, LLC Revolver10/16/2028330 (7)
Point Broadband Acquisition, LLC Delayed Draw Term Loan10/1/202320,703 — 
Porcelain Acquisition Corp. Delayed Draw Term Loan4/1/202714,481 — 
PPV Intermediate Holdings, LLCRevolver8/31/2029116 — 
PPV Intermediate Holdings, LLCDelayed Draw Term Loan8/31/2029170 — 
Profile Products, LLC Revolver11/12/2027237 — 
Profile Products, LLC Delayed Draw Term Loan11/12/2027413 (9)
Progress Residential PM Holdings, LLC Delayed Draw Term Loan3/17/202316,623 — 
Progress Residential PM Holdings, LLC Delayed Draw Term Loan7/25/2029333 — 
Project Boost Purchaser, LLC Revolver5/2/2028591 (3)
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Investments—non-controlled/non-affiliatedCommitment TypeCommitment
Expiration Date
Unfunded
Commitment
Fair
Value
Project Boost Purchaser, LLC Delayed Draw Term Loan5/2/2029$905 $— 
Qualus Power Services Corp. Delayed Draw Term Loan3/26/20234,259 — 
Rally Buyer, Inc.Revolver7/19/2028110 (2)
Rally Buyer, Inc.Delayed Draw Term Loan7/19/2028205 (2)
Red River Technology, LLC Delayed Draw Term Loan5/26/202325,880 — 
Redwood Services Group, LLCDelayed Draw Term Loan6/15/2029133 — 
Relativity ODA, LLC Revolver5/12/20273,292 (49)
Relay Purchaser, LLC Revolver8/30/20267,143 (71)
RoadOne IncDelayed Draw Term Loan12/30/2028255 (4)
RoadOne IncRevolver12/30/2028226 — 
Roadsafe Holdings, Inc. Delayed Draw Term Loan7/31/20232,900 — 
RPBLS Midco, LLC Delayed Draw Term Loan4/1/202820 — 
RWL Holdings, LLC Delayed Draw Term Loan12/1/20276,452 (65)
Safety Borrower Holdings LP Revolver9/1/2027373 (4)
Sam Holding Co, Inc. Delayed Draw Term Loan9/24/202329,731 — 
Sam Holding Co, Inc. Revolver3/24/20275,500 — 
SEKO Global Logistics Network, LLC Revolver12/30/2026294 — 
SEKO Global Logistics Network, LLC Delayed Draw Term Loan12/30/2026399 — 
Sherlock Buyer Corp. Delayed Draw Term Loan12/8/20282,794 (28)
Sherlock Buyer Corp. Revolver12/8/20271,111 (22)
Smile Doctors, LLC Revolver12/23/2027710 — 
Snoopy Bidco, Inc. Delayed Draw Term Loan6/1/202315,786 (237)
SpecialtyCare, Inc. Revolver6/18/2026614 — 
SpecialtyCare, Inc. Delayed Draw Term Loan6/18/20231,155 — 
Spitfire Parent, Inc. Delayed Draw Term Loan3/11/20273,689 — 
Stepping Stones Healthcare Services, LLC Delayed Draw Term Loan12/30/2023441 — 
Stepping Stones Healthcare Services, LLC Revolver12/30/202674 — 
The Fertility Partners, Inc. Revolver9/16/202728 — 
The Fertility Partners, Inc. Delayed Draw Term Loan3/16/2024315 — 
The NPD Group L.P. Revolver12/1/20277,729 — 
The NPD Group L.P. Revolver12/1/20274,416 (44)
Trader Corp.Revolver12/22/2028620 (11)
Trinity Air Consultants Holdings Corp. Delayed Draw Term Loan6/29/202310,916 — 
Trinity Air Consultants Holdings Corp. Revolver6/29/20276,881 (69)
Trinity Partners Holdings, LLC Delayed Draw Term Loan12/21/20231,433 (14)
Triple Lift, Inc. Revolver5/6/20284,747 — 
TRP Infrastructure Services, LLC Delayed Draw Term Loan1/9/20237,101 (71)
Turing Holdco, Inc. Delayed Draw Term Loan8/3/20283,239 — 
Unified Physician Management, LLCRevolver6/18/2029241 — 
Unified Physician Management, LLCDelayed Draw Term Loan6/18/202977 — 
United Mutual Acquisition Holdings, LLCDelayed Draw Term Loan7/15/20281,275 — 
US Oral Surgery Management Holdco, LLC Delayed Draw Term Loan11/18/20233,666 — 
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Investments—non-controlled/non-affiliatedCommitment TypeCommitment
Expiration Date
Unfunded
Commitment
Fair
Value
US Oral Surgery Management Holdco, LLC Revolver11/18/2027$3,233 $(32)
West Monroe Partners, LLC Delayed Draw Term Loan11/9/20233,848 — 
West Monroe Partners, LLC Revolver11/9/20271,443 — 
Westland Insurance Group LTD Delayed Draw Term Loan5/31/2023572 — 
WHCG Purchaser III, Inc. Revolver6/22/20264,454 — 
WHCG Purchaser III, Inc. Delayed Draw Term Loan6/22/202310,490 — 
Zendesk IncDelayed Draw Term Loan11/22/2028361 (5)
Zendesk IncRevolver11/3/2028169 (3)
Total unfunded commitments$690,256 $(3,057)

(8)There are no interest rate floors on these investments.
(9)The interest rate floor on these investments as of December 31, 2022 was 0.50%
(10)The interest rate floor on these investments as of December 31, 2022 was 0.75%
(11)The interest rate floor on these investments as of December 31, 2022 was 1.00%
(12)The interest rate floor on these investments as of December 31, 2022 was 1.25%
(13)The interest rate floor on these investments as of December 31, 2022 was 1.50%
(14)The interest rate floor on these investments as of December 31, 2022 was 2.00%
(15)For unsettled positions the interest rate does not include the base rate.
(16)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, 2022, 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, 2022, the Company’s non-controlled/affiliated investments were as follows:
Fair value as of December 31, 2021Gross AdditionsGross ReductionsChange in Unrealized Gains (Losses)Fair value as of December 31, 2022Dividend and Interest Income
Non-controlled/Affiliated Investments
Blackstone Donegal Holdings LP$35,683 $3,879 $— $17,022 $56,584 $— 
Total$35,683 $3,879 $ $17,022 $56,584 $ 

The accompanying notes are an integral part of these condensed consolidated financial statements.
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Blackstone Secured Lending Fund
Notes to Condensed 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 management 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 (together with the rules and regulations promulgated thereunder, the “1940 Act”). In addition, the Company elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a regulated investment company (a “RIC”), under Subchapter M of the Internal Revenue Code of 1986, as amended (together with the rules and regulations promulgated thereunder, the “Code”).

The Company is externally managed by Blackstone Credit BDC Advisors LLC (the “Adviser”) an affiliate of 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). The Administrator 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 & Insurance reporting segment.

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 objectives 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 commenced its loan origination and investment activities on November 20, 2018.
On October 28, 2021, the Company priced its initial public offering (“IPO”) and the Company's common shares of beneficial interest (“Common Shares”) began trading on the New York Stock Exchange (“NYSE”). See “Note 8. Net Assets for further details.
Note 2. Significant Accounting Policies
Basis of Presentation
The condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”). As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).
The interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 6 and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with GAAP are omitted. In the opinion of management, all adjustments considered necessary for the fair presentation of the condensed 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, 2023.
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 condensed consolidated financial statements in conformity with 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 condensed 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
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of judgment and complexity and these assumptions and estimates may be significant to the condensed consolidated financial statements. Actual results may ultimately differ from those estimates.
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.

The Company consolidated the results of the Company’s wholly-owned subsidiaries which are considered to be investment companies. As of June 30, 2023 and December 31, 2022, 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 a trade date basis.
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, and is recorded within Net Realized gain (loss) on the Condensed Consolidated Statements of Operations.
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, and is recorded within Net unrealized appreciation (depreciation) on the Condensed Consolidated Statements of Operations.
Valuation of Investments
The Company is required to report its investments, including those for which current market values are not readily available, at fair value.
GAAP for an investment company requires investments to be recorded at fair value. The Company values its investments in accordance with 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, and Rule 2a-5 under the 1940 Act.
Fair value is based on observable market prices or parameters or derived from such prices or parameters when such quotations are readily available. In accordance with Rule 2a-5 under the 1940 Act, a market quotation is “readily available” only when it is a quoted price (unadjusted) in active markets for identical instruments that a fund can access at the measurement date, provided that such a quotation is not considered to be readily available if it is not reliable. 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 generally from at least two principal market makers or primary market dealers.
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. 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. In the absence of observable, reliable market prices, the Company values its investments using various valuation methodologies applied on a consistent basis.
An enterprise value (“EV”) analysis is generally 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.
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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.
If debt investments are credit-impaired, which occurs when there is insufficient coverage under the enterprise value analysis through the respective investment’s position in the capital structure, the Adviser generally 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 generally uses a market interest rate yield analysis to determine fair value. 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.
ASC 820 prioritizes the use of observable market prices derived from such prices. 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.
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.
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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, and these differences could be material. 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. See “Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Critical Accounting Estimates.
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.
Derivative Instruments

The Company recognizes all derivative instruments as assets or liabilities at fair value in its condensed consolidated financial statements. Derivative contracts entered into by the Company are not designated in hedge accounting relationships and all changes in fair value are recognized 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.
Forward Purchase Agreement
Forward purchase agreements are recognized at fair value through current period gains or losses on the date on which the contract is entered into and are subsequently re-measured at fair value. All forward purchase agreements are carried as assets when fair value is positive and as liabilities when fair value is negative. A forward purchase agreement is derecognized when the obligation specified in the contract is discharged, canceled or expired.
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 Condensed 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
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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 six months ended June 30, 2023, the Company recorded $13.0 million and $13.4 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 six months ended June 30, 2022, the Company recorded $0.4 million and $1.4 million, respectively, in non-recurring interest income.
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 Condensed 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 Payment-in-kind interest income. To satisfy the Company's annual RIC distribution requirements, this non-cash source of income must be included in determining the amounts to be paid out to shareholders in the form of dividends, even though the Company has not yet collected cash.
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.
Non-Accrual Income
Loans are generally placed on non-accrual status when there is reasonable doubt whether 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
The Company records 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 a shelf registration statement will be expensed as incurred.
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. Deferred financing costs related to revolving credit facilities are presented separately as an asset on the Company’s Condensed Consolidated 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.
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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 condensed consolidated financial statements of the Company.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its condensed 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 six months ended June 30, 2023, the Company incurred $5.0 million and $7.6 million, respectively, of U.S. federal excise tax. For the three and six months ended June 30, 2022, the Company incurred $0.0 million and $1.4 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 through the end of the hedging relationship. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which deferred the sunset day of this guidance to December 31, 2024. The Company has not utilized the optional expedients and exceptions.
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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 Company entered into an amended and restated 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 became subject to a twelve-quarter lookback quarterly hurdle rate of 1.50% as opposed to a single quarter measurement and became subject to an Incentive Fee Cap (as defined below) based on the Company’s Cumulative Net Return (as defined below). The amendment to the Investment Advisory Agreement does 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 Investment Advisory Agreement was most recently renewed and approved by the Board, including a majority of the Independent Trustees, on May 2, 2023 for a one-year period ending on May 31, 2024.
The Adviser has implemented a waiver effective from the consummation of the IPO to extend the Company’s pre-IPO 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 Fees
Starting from the completion of the IPO, the management fee pursuant to the Investment Advisory Agreement is 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 GAAP, excluding undrawn commitments but including assets purchased with borrowed amounts.
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 had in place prior to the IPO 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 six months ended June 30, 2023, base management fees were $24.3 million and $49.0 million, respectively, of which $6.1 million and $12.2 million, respectively, were waived. For the three and six months ended June 30, 2022, base management fees were $25.9 million and $51.5 million, respectively, of which $6.5 million and $12.9 million,
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respectively, were waived. As of June 30, 2023 and December 31, 2022, $18.2 million and $18.6 million, respectively, was payable to the Adviser relating to management fees.
Incentive Fees
The incentive fees consist 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 fees:
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 Returns as defined in the Investment Advisory Agreement. Pre-Incentive Fee Net Investment Income Returns 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 Returns 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. Shareholders may be charged a fee on an income amount that is higher than the income they may ultimately receive.
Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of our net assets at the end of the immediately preceding quarter, is compared to a “hurdle rate” of return of 1.5% per quarter (6.0% annualized).
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.

The Company pays the 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 and the eleven preceding calendar quarters (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,
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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.

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. As the consummation of the IPO occurred 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 was 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 include the incentive fee cap and 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:
Starting from the completion of the IPO, the second part of the incentive fee, a capital gains incentive fee, is 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 GAAP.
Prior to the IPO, the second part of the incentive fee, a capital gains incentive fee, was 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 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.
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For the three and six months ended June 30, 2023 the Company accrued income based incentive fees of $34.5 million and $64.9 million, respectively, of which $4.9 million and $9.3 million, respectively, were waived. For the three and six months ended June 30, 2022 the Company accrued income based incentive fees of $20.9 million and $42.2 million, respectively, of which $3.0 million and $6.0 million, respectively, were waived. As of June 30, 2023 and December 31, 2022, $29.6 million and $24.8 million, respectively, was payable to the Adviser for income based incentive fees.
For the three and six months ended June 30, 2023, the Company accrued capital gains incentive fees of $(3.9) million and $(5.5) million, respectively. For the three and six months ended June 30, 2022, the Company accrued capital gains incentive fees of $(3.9) million and $(3.2) million, respectively.
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. 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. The Administration Agreement was most recently renewed and approved by the Board, including a majority of the Independent Trustees, on May 2, 2023, for a one-year period.
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 six months ended June 30, 2023 and 2022.
For the three and six months ended June 30, 2023, the Company incurred $0.7 million and $1.1 million, respectively, in expenses under the Administration Agreement, which were recorded in Administrative service expenses in the Company’s Condensed Consolidated Statements of Operations. For the three and six months ended June 30, 2022, the Company incurred $0.3 million and $1.2 million, respectively, in expenses under the Administration Agreement, which were recorded in Administrative service expenses in the Company’s Condensed Consolidated Statements of Operations. As of June 30, 2023 and December 31, 2022, $0.5 million and $1.2 million, respectively, was unpaid and included in Due to affiliates in the Condensed 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.
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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 pursuant to which the Adviser was able to elect to pay certain expenses of the Company on the Company’s behalf (each, an “Expense Payment”), provided that no portion of the payment was used to pay any interest of the Company. Any Expense Payment that the Adviser committed to pay was to 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.
Pursuant to the Expense Support Agreement, following any calendar quarter in which Available Operating Funds (as defined below) exceeded the cumulative distributions accrued to the Company’s shareholders based on distributions declared with respect to record dates occurring in such calendar quarter (the “Excess Operating Funds”), the Company was required to 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 were reimbursed. Any payments required to be made by the Company to the Adviser are 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).
The Expense Support Agreement terminated by its own terms on October 28, 2021. The Company’s obligation to make Reimbursement Payments survived the termination of the Expense Support Agreement and may be made for a period of up to three years, in accordance with the terms of the Expense Support Agreement. The Company’s obligation to make a Reimbursement Payment becomes a liability of the Company on the last business day of the applicable calendar quarter. As of June 30, 2023 and 2022, there are no amounts subject to the Reimbursement Payment obligation. As of June 30, 2023 and 2022, there was no unreimbursed Expense Payments remaining. For the three and six months ended June 30, 2023 and 2022, the Adviser made no Expense Payments and the Company made no Reimbursement Payments related to Expense Payments by the Adviser.
Note 4. Investments
The composition of the Company’s investment portfolio at cost and fair value was as follows:
June 30, 2023December 31, 2022
CostFair Value% of Total
Investments at
Fair Value
CostFair Value% of Total
Investments at
Fair Value
First lien debt$9,236,115 $9,138,278 98.38 %$9,497,570 $9,419,963 97.95 %
Second lien debt42,260 40,086 0.43 48,753 46,336 0.48 
Equity investments74,911 110,167 1.19 111,549 150,949 1.57 
Total$9,353,286 $9,288,531 100.00 %$9,657,872 $9,617,248 100.00 %












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

June 30, 2023December 31, 2022
Aerospace & Defense5.15 %4.89 %
Air Freight & Logistics4.47 4.68 
Building Products3.47 3.47 
Commercial Services & Supplies7.94 7.69 
Construction & Engineering0.55 0.43 
Containers & Packaging0.22 0.21 
Distributors5.26 5.12 
Diversified Consumer Services3.61 3.49 
Diversified Financial Services1.41 1.36 
Diversified Telecommunication Services1.41 1.13 
Electrical Equipment1.76 1.70 
Electronic Equipment, Instruments & Components1.10 1.10 
Electric Utilities0.35 0.34 
Energy Equipment & Services0.48 0.57 
Ground Transportation0.19 0.00 
Health Care Equipment & Supplies0.61 0.58 
Health Care Providers & Services12.17 11.66 
Health Care Technology4.04 3.92 
Industrial Conglomerates0.09 0.09 
Insurance5.71 8.10 
Internet & Direct Marketing Retail3.42 3.32 
IT Services3.05 2.84 
Machinery0.04 0.05 
Marine0.27 0.26 
Media0.08 0.07 
Oil, Gas & Consumable Fuels1.23 1.18 
Paper & Forest Products0.08 0.08 
Pharmaceuticals0.01 0.02 
Professional Services7.95 8.76 
Real Estate Management & Development0.77 0.74 
Road & Rail— 0.17 
Software15.41 14.72 
Specialty Retail1.86 1.77 
Technology Hardware, Storage & Peripherals0.90 0.84 
Trading Companies & Distributors1.06 1.01 
Transportation Infrastructure3.88 3.64 
Total100.00 %100.00 %



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The geographic composition of investments at cost and fair value was as follows:
June 30, 2023
CostFair Value% of Total
Investments at
Fair Value
Fair Value
as % of Net
Assets
United States$8,822,499 $8,755,784 94.26 %201.27 %
Canada314,373 319,080 3.44 7.33 
Europe216,414 213,667 2.30 4.91 
Total$9,353,286 $9,288,531 100.00 %213.51 %

December 31, 2022
CostFair Value% of Total Investments at Fair ValueFair Value as % of Net Assets
United States$8,934,926 $8,893,051 92.47 %213.83 %
Canada510,599 520,368 5.41 12.51 
Europe212,347 203,829 2.12 4.90 
Total$9,657,872 $9,617,248 100.00 %231.24 %

As of June 30, 2023 and December 31, 2022, one borrower (across two loans) and no borrowers in the portfolio were on non-accrual status, respectively.

As of June 30, 2023 and December 31, 2022, on a fair value basis, 99.9% and 99.9%, respectively, of our performing debt investments bore interest at a floating rate and 0.1% and 0.1%, respectively, of our performing debt investments bore interest at a fixed rate.
Note 5. Fair Value Measurements
The following tables present the fair value hierarchy of financial instruments:
June 30, 2023
Level 1Level 2Level 3Total
First lien debt$— $203,509 $8,934,769 $9,138,278 
Second lien debt— — 40,086 40,086 
Equity investments— — 110,167 110,167 
Total$— $203,509 $9,085,022 $9,288,531 
December 31, 2022
Level 1Level 2Level 3Total
First lien debt$— $144,452 $9,275,511 $9,419,963 
Second lien debt— — 46,336 46,336 
Equity investments— — 150,949 150,949 
Total$— $144,452 $9,472,796 $9,617,248 
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The following tables present changes in the fair value of financial instruments for which Level 3 inputs were used to determine the fair value:
Three Months Ended June 30, 2023
First Lien 
Debt
Second Lien 
Debt
Equity InvestmentsTotal Investments
Fair value, beginning of period$9,225,290 $46,678 $154,521 $9,426,489 
Purchases of investments129,728 425 — 130,153 
Proceeds from principal repayments and sales of investments(414,400)(7,351)(43,850)(465,601)
Accretion of discount/amortization of premium20,635 35 — 20,670 
Net realized gain (loss)(7,972)(49)7,212 (809)
Net change in unrealized appreciation (depreciation)(18,512)348 (7,716)(25,880)
Transfers into Level 3 (1)
— — — — 
Transfers out of Level 3 (1)
— — — — 
Fair value, end of period$8,934,769 $40,086 $110,167 $9,085,022 
   Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of June 30, 2023 included in net unrealized appreciation (depreciation) on the Condensed Consolidated Statements of Operations
$(13,715)$205 $(7,716)$(21,226)
Six Months Ended June 30, 2023
First Lien 
Debt
Second Lien 
Debt
Equity InvestmentsTotal Investments
Fair value, beginning of period$9,275,511 $46,336 $150,949 $9,472,796 
Purchases of investments242,609 836 — 243,445 
Proceeds from principal repayments and sales of investments(483,996)(7,350)(43,849)(535,195)
Accretion of discount/amortization of premium28,945 70 — 29,015 
Net realized gain (loss)(7,925)(49)7,212 (762)
Net change in unrealized appreciation (depreciation)(33,374)243 (4,145)(37,276)
Transfers into Level 3 (1)
4,938 — — 4,938 
Transfers out of Level 3 (1)
(91,939)— — (91,939)
Fair value, end of period$8,934,769 $40,086 $110,167 $9,085,022 
   Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of June 30, 2023 included in net unrealized appreciation (depreciation) on the Condensed Consolidated Statements of Operations
$(33,078)$31 $(4,145)$(37,192)
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Three Months Ended June 30, 2022
First Lien 
Debt
Second Lien 
Debt
Equity InvestmentsTotal Investments
Fair value, beginning of period$9,541,813 $43,243 $175,146 $9,760,202 
Purchases of investments284,209 5,130 2,019 291,358 
Proceeds from principal repayments and sales of investments(215,563)— — (215,563)
Accretion of discount/amortization of premium9,587 32 — 9,619 
Net realized gain (loss)2,259 — — 2,259 
Net change in unrealized appreciation (depreciation)(32,854)(407)(3,225)(36,486)
Transfers into Level 3 (1)
33,547 10 — 33,557 
Transfers out of Level 3 (1)
(20,625)— — (20,625)
Fair value, end of period$9,602,373 $48,008 $173,940 $9,824,321 
   Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of June 30, 2022 included in net unrealized appreciation (depreciation) on the Condensed Consolidated Statements of Operations
$(32,481)$(408)$(3,225)$(36,114)
Six Months Ended June 30, 2022
First Lien 
Debt
Second Lien 
Debt
Equity InvestmentsTotal Investments
Fair value, beginning of period$9,288,184 $42,880 $170,265 $9,501,329 
Purchases of investments536,549 5,392 9,282 551,223 
Proceeds from principal repayments and sales of investments(248,575)— (10,687)(259,262)
Accretion of discount/amortization of premium18,802 63 — 18,865 
Net realized gain (loss)2,197 — 5,920 8,117 
Net change in unrealized appreciation (depreciation)(32,561)(327)(840)(33,728)
Transfers into Level 3 (1)
37,777 — — 37,777 
Transfers out of Level 3 (1)
— — — — 
Fair value, end of period$9,602,373 $48,008 $173,940 $9,824,321 
   Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of June 30, 2022 included in net unrealized appreciation (depreciation) on the Condensed Consolidated Statements of Operations
$(32,383)$(327)$3,927 $(28,783)
(1)For the three and six months ended June 30, 2023 and 2022, transfers into or out of Level 3 were primarily due to decreased or increased price transparency.
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The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments. These tables are not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.
June 30, 2023
Range
Fair ValueValuation TechniqueUnobservable InputLowHigh
Weighted Average (1)
Investments in first lien debt$8,934,769 Yield analysisDiscount rate6.03 %24.92 %10.50 %
Investments in second lien debt40,086 Yield analysisDiscount rate10.44 %14.26 %12.82 %
Investments in equity60,479 Market approachPerformance Multiple6.00x31.00x10.63x
26,261 Option pricing modelExpected volatility30.00 %50.00 %41.60 %
23,427 Yield analysisDiscount rate11.92 %16.73 %13.42 %
110,167 
Total$9,085,022 
December 31, 2022
Range
Fair ValueValuation TechniqueUnobservable InputLowHigh
Weighted Average (1)
Investments in first lien debt$9,037,133 Yield analysisDiscount rate6.83 %19.84 %10.13 %
238,378 Market quotationsBroker quoted price82.00 %96.75 %94.19 %
9,275,511 
Investments in second lien debt46,336 Yield analysisDiscount rate10.43 %14.25 %12.60 %
Investments in equity105,782 Market approachPerformance Multiple5.50x29.00x13.41x
22,481 Option pricing modelExpected volatility30.00 %50.00 %43.46 %
22,686 Yield analysisDiscount rate11.31 %13.75 %12.74 %
150,949 
Total$9,472,796 

(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.
Financial Instruments Not Carried at Fair Value
Debt

The fair value of the Company’s SPV Financing Facilities (as defined in Note 6) and Revolving Credit Facility (as defined in Note 6), as of June 30, 2023 and December 31, 2022, approximates their carrying value as the credit facilities have variable interest based on selected short-term rates. These financial instruments would be categorized as Level 3 within the hierarchy.

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The following table presents the fair value measurements of the Company's Unsecured Notes (as defined in Note 6) had they been accounted for at fair value. These financial instruments would be categorized as Level 3 as of June 30, 2023 and as Level 2 as of December 31, 2022 within the hierarchy.
June 30, 2023December 31, 2022
Fair ValueFair Value
2023 Notes$392,318 $397,481 
2026 Notes735,981 740,171 
New 2026 Notes614,154 619,144 
2027 Notes528,678 546,117 
2028 Notes533,493 522,809 
Total$2,804,624 $2,825,722 

Other

The carrying amounts of the Company’s other assets and liabilities approximate fair value. These financial instruments would be 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 June 30, 2023 and December 31, 2022, the Company’s asset coverage was 186.9% and 174.8%, respectively.
SPV Financing Facilities
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 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 June 30, 2023 and December 31, 2022, the Company was in compliance with all covenants and other requirements of each of the SPV Financing Facilities.
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 and restated on December 16, 2021 and amended effective as of September 16, 2022, 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 benchmark in effect for the currency of the applicable advances (which is the three-month Term SOFR for dollar advances), plus the applicable margin of 2.375% per annum for certain foreign currency advances to 2.525% per annum for dollar advances. Jackson Hole
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Funding pays a commitment fee of 0.60% per annum on the average daily unused amount of the financing commitments until November 16, 2023.
The maximum commitment amount of the Jackson Hole Funding Facility as of June 30, 2023 was $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, 2023 and the Jackson Hole Funding Facility is scheduled to mature on May 16, 2025.
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, April 13, 2020, October 5, 2021, February 28, 2022, and May 19, 2022, 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 (“Wells Fargo”) 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 Term SOFR (or other base rate) in effect, plus an applicable margin of 1.70%, 2.05% or 2.30% per annum, as applicable, depending on the nature of the advances being requested under the facility. Breckenridge Funding pays 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, 2024, in addition to certain other fees as agreed between Breckenridge Funding and BNP.

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, 2024, and the Breckenridge Funding Facility is scheduled to mature on December 21, 2026.
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 amended and restated on June 29, 2022, and amended on March 30, 2023 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 serves as collateral administrator and the Company serves as manager under the Big Sky Funding Facility.
Advances under the Big Sky Funding Facility bear interest at a per annum rate equal to the one-month Term SOFR in effect, plus the applicable margin of (a) until September 25, 2024, 1.80% per annum, and (b) from and after September 25, 2024, a range between 2.10% and 2.45% per annum depending on the nature of the collateral securing the advances. Big Sky Funding is required to utilize a minimum percentage of 80% of the financing commitments. Unused amounts below such minimum utilization amount accrue a fee at a rate of 1.60% per annum. In addition, Big Sky Funding pays 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.
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. The period during which Big Sky Funding may make borrowings under the Big Sky Funding Facility expires on March 30, 2026 and the Big Sky Funding Facility is scheduled to mature on September 30, 2026.
Revolving Credit Facility
On June 15, 2020, the Company entered into a senior secured revolving credit facility (which was most recently amended on June 9, 2023, and as further amended from time to time, the “Revolving Credit Facility”) with Citibank, N.A. (“Citi”) serving as administrative agent and collateral agent.

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The Revolving Credit Facility provides for borrowings in U.S. dollars and certain agreed upon foreign currencies. Borrowings under the Revolving Credit Facility are subject to compliance with a borrowing base. A portion of the Revolving Credit Facility consists of funded term loans in the aggregate principal amount of $385 million, and 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 $175 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 28, 2027 (other than with respect to the foreign currency commitments of certain lenders in the amount of $200 million, which expire on June 28, 2026) and all amounts outstanding under the Revolving Credit Facility must be repaid by June 28, 2028 (other than with respect to the foreign currency commitments of certain lenders in the amount of $200 million, which mature on June 28, 2027) 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 adjusted Term SOFR 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 all other loans, the applicable benchmark 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.

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 June 30, 2023 and December 31, 2022, the Company was in compliance with all covenants and other requirements of the Revolving Credit Facility.
Unsecured Notes
The Company issued unsecured notes, as further described below: 2023 Notes, 2026 Notes, New 2026 Notes, 2027 Notes and 2028 Notes (each as defined below) which are collectively referred to herein 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 (as defined below) 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 indenture governing the Unsecured Notes (the “Unsecured Notes Indentures”).

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 June 30, 2023 and December 31, 2022, the Company was in compliance with all covenants and other requirements of each of the Unsecured Notes.

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2023 Notes

On July 15, 2020, the Company issued $400 million aggregate principal amount of 3.650% notes due July 14, 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 matured on July 14, 2023 and were paid off consistent with the terms of the 2023 Notes Indenture. The 2023 Notes bore interest at a rate of 3.650% per year payable semi-annually on January 14 and July 14 of each year, which commenced on January 14, 2021. The 2023 Notes were general unsecured obligations of the Company that ranked senior in right of payment to all of the Company’s existing and future indebtedness that was expressly subordinated in right of payment to the 2023 Notes, ranked pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, ranked 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 ranked 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 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.
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 March 16, 2021 (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 New 2026 Notes 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 23, 2021 (and together with the Base Indenture, the “2027 Notes Indenture”), to the Base Indenture between the Company and the Trustee.
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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 2027 Notes 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.
The Company’s outstanding debt obligations were as follows:
June 30, 2023
Aggregate
Principal
Committed
Outstanding
Principal
Carrying
Value
Unamortized Debt Issuance Costs
Unused
Portion (1)
Amount
Available (2)
Jackson Hole Funding Facility(3)
$400,000 $285,019 $285,019 $— $114,981 $114,981 
Breckenridge Funding Facility825,000 519,500 519,500 — 305,500 305,500 
Big Sky Funding Facility500,000 400,606 400,606 — 99,394 91,874 
Revolving Credit Facility(4)
1,775,000 603,018 603,018 — 1,171,982 1,171,982 
2023 Notes400,000 400,000 399,923 77 — — 
2026 Notes800,000 800,000 795,440 4,560 — — 
New 2026 Notes700,000 700,000 694,314 5,686 — — 
2027 Notes650,000 650,000 640,027 9,973 — — 
2028 Notes650,000 650,000 640,134 9,866 — — 
Total$6,700,000 $5,008,143 $4,977,981 $30,162 $1,691,857 $1,684,337 
(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 (USD) or certain other permitted currencies. As of June 30, 2023, the Company had no borrowings denominated in currencies other than USD.
(4)Under the Revolving Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of June 30, 2023, the Company had borrowings denominated in the following currencies other than USD:
Canadian Dollars (CAD) 40.0 million
Euros (EUR) 95.9 million
British Pounds (GBP) 65.4 million

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December 31, 2022
Aggregate
Principal
Committed
Outstanding
Principal
Carrying
Value
Unamortized Debt Issuance Costs
Unused
Portion (1)
Amount
Available (2)
Jackson Hole Funding Facility(3)
$400,000 $360,019 $360,019 $— $39,981 $39,981 
Breckenridge Funding Facility825,000 825,000 825,000 — — — 
Big Sky Funding Facility500,000 499,606 499,606 — 394 394 
Revolving Credit Facility(4)
1,625,000 678,378 678,378 — 946,622 936,004 
2023 Notes400,000 400,000 398,850 1,150 — — 
2026 Notes800,000 800,000 794,559 5,441 — — 
New 2026 Notes700,000 700,000 693,432 6,568 — — 
2027 Notes650,000 650,000 638,669 11,332 — — 
2028 Notes650,000 650,000 639,202 10,798 — — 
Total$6,550,000 $5,563,003 $5,527,715 $35,289 $986,997 $976,379 

(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 (USD) or certain other permitted currencies. As of December 31, 2022, the Company had no borrowings denominated in currencies other than USD.
(4)Under the Revolving Credit Facility, the Company may borrow in USD or certain other permitted currencies. As of December 31, 2022, the Company had borrowings denominated in the following currencies other than USD:
Canadian Dollars (CAD) 355.9 million
Euros (EUR) 97.9 million
British Pounds (GBP) 66.6 million
As of June 30, 2023 and December 31, 2022, $44.5 million and $44.5 million, respectively, of interest expense and $0.8 million and $0.8 million, respectively, of unused commitment fees were included in interest payable. For the three and six months ended June 30, 2023, the weighted average interest rate on all borrowings outstanding was 4.84% and 4.80% (including unused fees and accretion of net discounts on unsecured debt), respectively, and the average principal debt outstanding was $5,377.6 million and $5,497.8 million, respectively. For the three and six months ended June 30, 2022, the weighted average interest rate on all borrowings outstanding was 3.05% and 2.94% (including unused fees and accretion of net discounts on unsecured debt), respectively, and the average principal debt outstanding was $5,758.2 million and $5,690.4 million, respectively.
The components of interest expense were as follows:
Three months ended June 30,Six months ended June 30,
2023202220232022
Borrowing interest expense$61,128 $41,300 $123,253 $77,796 
Facility unused fees1,108 306 2,037 690 
Amortization of financing costs and debt issuance costs1,604 1,170 2,996 2,309 
Accretion of original issue discount2,308 2,308 4,590 4,590 
Total Interest Expense$66,148 $45,084 $132,876 $85,385 
Cash paid for interest expense$37,501 $14,864 $126,014 $76,306 
Note 7. Commitments and Contingencies
The Company’s investment portfolio contains 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 June 30, 2023 and December 31, 2022, the Company had unfunded delayed draw term loans and revolvers with an aggregate principal amount of $551.3 million and $690.3 million, respectively.
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Additionally, from time to time, the Adviser and its affiliates may commit to an investment on behalf of the investment vehicles it manages, including the Company. Certain terms of these investments are not finalized at the time of the commitment and each respective investment vehicle's allocation may change prior to the date of funding. In this regard, as of June 30, 2023 and December 31, 2022, the Company estimates that $4.7 million and $16.5 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 June 30, 2023 and December 31, 2022, management is not aware of any pending or threatened litigation.
Note 8. Net Assets
Shares Issued
The Company has the authority to issue an unlimited number of shares at $0.001 per share par value.  
On October 28, 2021, the Company priced its 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.
As of June 30, 2023, the Company is party to five separate equity distribution agreements with sales agents (“Equity Distribution Agreements”), pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $400 million of its common shares of beneficial interest. Sales of common shares made pursuant to the Equity Distribution Agreements may be made in negotiated transactions or transactions that are deemed to be “at-the-market” offerings as defined in Rule 415(a)(5) under the Securities Act of 1933, as amended. Actual sales depend on a variety of factors including market conditions, the trading price of the Company’s common shares, the Company’s capital needs, and the Company’s determination of the appropriate sources of funding to meet such needs. As of June 30, 2023, common shares with an aggregate sales price of $274.7 million remained available for issuance under the Equity Distribution Agreements.
The following table summarizes the total common shares issued and proceeds received, for the three and six months ended June 30, 2023, other than those issued through the Company’s dividend reinvestment program (dollars in thousands except share amounts):
Issuances of Common SharesNumber of Common Shares IssuedGross ProceedsPlacement Fees/Offering Expenses
Net Proceeds (2)
Average Share Price (1)
“At-the-market” Offering4,632,768 $125,339 $68 $125,271 $27.04 
(1) Represents the net offering price per share after deducting placement fees and commissions and offering expenses.
(2) The Company received $0.3 million of proceeds subsequent to June 30, 2023 on July 5, 2023. The amount was recorded as Receivable for shares sold in the Condensed Consolidated Statement of Assets and Liabilities.
No common shares were issued for the three and six months ended June 30, 2022, other than those issued through the Company's dividend reinvestment program.
Distributions
The following table summarizes the Company’s distributions declared and payable for the six months ended June 30, 2023 (dollars in thousands except per share amounts):
Date DeclaredRecord DatePayment DatePer Share AmountTotal Amount
February 27, 2023March 31, 2023April 27, 2023$0.7000 $112,400 
May 10, 2023June 30, 2023July 27, 20230.7000 115,783 
Total distributions$1.4000 $228,183 
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The following table summarizes the Company’s distributions declared and payable for the six months ended June 30, 2022 (dollars in thousands except per share amounts):
Date DeclaredRecord DatePayment DatePer Share AmountTotal Amount
October 18, 2021January 18, 2022May 13, 2022$0.1000 $16,927 (1)
October 18, 2021March 16, 2022May 13, 20220.1500 25,454 (1)
February 23, 2022March 31, 2022May 13, 20220.5300 89,937 
October 18, 2021May 16, 2022August 12, 20220.2000 33,995 (1)
May 2, 2022June 30, 2022August 12, 20220.5300 89,169 
Total distributions$1.5100 $255,482 
(1)Represents a special distribution.
On June 20, 2023, the Board declared a distribution of $0.77 per share to shareholders of record as of September 30, 2023, which is payable on October 26, 2023.
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. Starting from the consummation of the IPO, the number of shares to be issued to a shareholder is 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 NAV per share, the Company will issue shares at the greater of (i) the most recently computed NAV 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 NAV per share). For example, if the most recently computed NAV 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 NAV 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 NAV 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.
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.
Pursuant to our dividend reinvestment plan, the following table summarizes the amounts and shares issued to shareholders who have not opted out of the Companys DRIP during the six months ended June 30, 2023 (dollars in thousands except share amounts):
Payment DateDRIP Shares ValueDRIP Shares Issued
January 31, 2023$5,132 208,510 
April 27, 20235,439 213,130 
Total distributions$10,571 421,640 
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The following table summarizes the amounts and shares issued to shareholders who have not opted out of the Company's DRIP during the six months ended June 30, 2022 (dollars in thousands except share amounts):
Payment DateDRIP Shares ValueDRIP Shares Issued
January 31, 2022$11,469 417,379 
May 13, 202216,501 640,829 
Total distributions$27,970 1,058,208 

Share Repurchase Plan

On October 18, 2021, the Board approved a share repurchase plan (the “Company 10b5-1 Plan”), to acquire up to approximately $262 million (representing the net proceeds from the IPO) in the aggregate of our common shares at prices below our NAV 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 10b5-1 Plan terminated by its own terms in November 2022.

In February 2023, the Board authorized a share repurchase plan, under which we may repurchase up to $250 million in the aggregate of our outstanding common shares in the open market at prices below our NAV per share for a one-year term, in accordance with the guidelines specified in Rule 10b-18 of the Exchange Act (the “Company 10b-18 Plan”, and together with the Company 10b5-1 Plan, the “Share Repurchase Plans”).

For the six months ended June 30, 2023, the Company did not repurchase any of its shares under the Share Repurchase Plans.

The following table summarizes the shares repurchased under the Company 10b5-1 Plan during the six months ended June 30, 2022 (dollars in thousands except share amounts):

PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under the Program
April 1 - April 30, 2022— $— — $262,000 
May 1 - May 31, 2022774,558 $25.24 774,558 $242,447 
June 1 - June 30, 20221,313,782 $24.49 1,313,782 $210,275 
Total Repurchases2,088,3402,088,340

Shareholder Transfer Restrictions

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

prior to January 3, 2022, a shareholder was 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 was 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 was 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 was 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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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, the Company’s trustees have agreed for a period of 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 in the IPO, subject to certain exceptions.
Note 9. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Net increase (decrease) in net assets resulting from operations$144,850 $79,591 $283,648 $186,831 
Weighted average shares outstanding (basic and diluted)161,079,263 169,426,422 160,792,160 169,489,006 
Earnings (loss) per common share (basic and diluted)$0.90 $0.47 $1.76 $1.10 
Note 10. Financial Highlights and Senior Securities
The following are the financial highlights for the six months ended June 30, 2023 and 2022:
Six Months Ended June 30,
 20232022
Per Share Data (1):
Net asset value, beginning of period$25.93 $26.27 
Net investment income
1.99 1.23 
Net unrealized and realized gain (loss)
(0.22)(0.13)
Net increase (decrease) in net assets resulting from operations1.77 1.10 
Distributions declared (2)
(1.40)(1.51)
Net increase (decrease) in net assets from capital share transactions— 0.03 
Total increase (decrease) in net assets0.37 (0.38)
Net asset value, end of period$26.30 $25.89 
Shares outstanding, end of period165,417,269 168,243,901 
Total return based on NAV (3)
6.92 %4.36 %
Total return based on market value (4)
29.10 %(26.98)%
Ratios:
Ratio of net expenses to average net assets (5)
11.54 %7.37 %
Ratio of net investment income to average net assets (5)
14.57 %9.31 %
Portfolio turnover rate2.32 %3.48 %
Supplemental Data:
Net assets, end of period$4,350,271$4,355,073
Asset coverage ratio186.9 %174.7 %
(1)The per share data was derived by using the weighted average shares outstanding during the period.
(2)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).
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(3)Total return 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.
(4)Total return based on market value is calculated as the change in market value per share during the respective periods, taking into account distributions, if any, reinvested in accordance with the Company’s dividend reinvestment plan.
(5)Amounts are annualized except for expense support amounts relating to organizational costs and management fee and income based incentive fee waivers by the Adviser (refer to Note 3). For the six months ended June 30, 2023 and 2022, the ratio of total operating expenses to average net assets was 12.04% and 7.79%, respectively, on an annualized basis, excluding the effect of expense support/(recoupment) and management fee and income based incentive fee waivers by the Adviser which represented (0.50)% and (0.42)%, respectively, of average net assets.
The following is information about the Company’s senior securities as of the dates indicated in the below table:

Class and Period
Total Amount Outstanding Exclusive of Treasury Securities(1) ($ in millions)
Asset Coverage per Unit (2) ($ in millions)
Involuntary Liquidating Preference per Unit(3)
Average Market Value per Unit(4)
Subscription Facility (5)
June 30, 2023$— $— N/A
December 31, 2022— — N/A
December 31, 2021— — N/A
December 31, 2020— — N/A
December 31, 2019119.8 2,151.0 N/A
December 31, 2018— — N/A
Jackson Hole Funding Facility
June 30, 2023285.0 1,869.0N/A
December 31, 2022360.0 1,748.0N/A
December 31, 2021361.0 1,802.0N/A
December 31, 2020362.3 2,300.0N/A
December 31, 2019514.2 2,151.0N/A
December 31, 2018120.0 2,278.0N/A
Breckenridge Funding Facility
June 30, 2023519.5 1,869.0N/A
December 31, 2022825.0 1,748.0N/A
December 31, 2021568.7 1,802.0N/A
December 31, 2020569.0 2,300.0N/A
December 31, 2019820.3 2,151.0N/A
December 31, 201865.0 2,278.0N/A
Big Sky Funding facility
June 30, 2023400.6 1,869.0N/A
December 31, 2022499.6 1,748.0N/A
December 31, 2021499.6 1,802.0N/A
December 31, 2020200.3 2,300.0N/A
December 31, 2019— — N/A
December 31, 2018— — N/A
Revolving Credit Facility
June 30, 2023603.0 1,869.0N/A
December 31, 2022678.4 1,748.0N/A
December 31, 2021915.0 1,802.0N/A
December 31, 2020182.9 2,300.0N/A
December 31, 2019— — N/A
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December 31, 2018$— $— N/A
2023 Notes
June 30, 2023400.0 1,869.0N/A
December 31, 2022400.0 1,748.0N/A
December 31, 2021400.0 1,802.0N/A
December 31, 2020400.0 2,300.0N/A
December 31, 2019— — N/A
December 31, 2018— — N/A
2026 Notes
June 30, 2023800.0 1,869.0N/A
December 31, 2022800.0 1,748.0N/A
December 31, 2021800.0 1,802.0N/A
December 31, 2020800.0 2,300.0N/A
December 31, 2019— — N/A
December 31, 2018— — N/A
New 2026 Notes
June 30, 2023700.0 1,869.0N/A
December 31, 2022700.0 1,748.0N/A
December 31, 2021700.0 1,802.0N/A
December 31, 2020— — N/A
December 31, 2019— — N/A
December 31, 2018— — N/A
2027 Notes
June 30, 2023650.0 1,869.0N/A
December 31, 2022650.0 1,748.0N/A
December 31, 2021650.0 1,802.0N/A
December 31, 2020— — N/A
December 31, 2019— — N/A
December 31, 2018— — N/A
2028 Notes
June 30, 2023650.0 1,869.0N/A
December 31, 2022650.0 1,748.0N/A
December 31, 2021650.0 1,802.0N/A
December 31, 2020— — N/A
December 31, 2019— — N/A
December 31, 2018— — N/A
(1)Total amount of each class of senior securities outstanding at the end of the period presented.
(2)Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.
(3)The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The “-” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.
(4)Not applicable because the senior securities are not registered for public trading.
(5)The Subscription Facility was terminated on November 3, 2020.
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Note 11. Subsequent Events
The Company’s management evaluated subsequent events through the date of issuance of the condensed 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 condensed consolidated financial statements as of June 30, 2023, except as discussed below.
On June 20, 2023, the Board declared a distribution of $0.77 per share to shareholders of record as of September 30, 2023, which is payable on October 26, 2023.
On July 14, 2023, the 2023 Notes (aggregate principal of $400 million) matured on July 14, 2023 and were paid off consistent with the terms of the 2023 Notes Indenture.
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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” hereto and “Part II, Item 8--Consolidated Financial Statement and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2022, as updated from time to time by the Company's periodic filings with the SEC. This discussion contains forward-looking statements and involves numerous risks, uncertainties, and other factors outside of the Company's control 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, 2022, as updated from time to time by the Company's periodic filings with the SEC.
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 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. In limited instances we may retain the “last out” portion of a first-lien loan. In such cases, the “first out” portion of the first lien loan would receive priority with respect to payment over our “last out” position. In exchange for the higher risk of loss associated with such “last out” portion, we would earn a higher rate of interest than the “first out” position. We do not currently focus on investments in issuers that are distressed or in need of rescue financing.
Key Components of Our Results of Operations
Investments
We focus primarily on loans and securities, including syndicated loans, of private U.S. companies, which includes 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, SOFR, or SONIA. 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.
In addition, we generate revenue from various fees in the ordinary course of business such as in the form of commitment, loan origination, structuring, consent, waiver, amendment, syndication and other miscellaneous fees as well as fees for providing managerial assistance to our portfolio companies.
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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 on our behalf. We will reimburse the Adviser, Administrator or such affiliates thereof for any such amounts. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. The Administrator has elected to forgo any reimbursement for rent and other occupancy costs for the three and six months ended June 30, 2023 and 2022. 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.
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Portfolio and Investment Activity
For the three months ended June 30, 2023, we acquired $144.4 million aggregate principal amount of investments (including $25.9 million of unfunded commitments), all of which was first lien debt.
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 June 30,
20232022
Investments:
Total investments, beginning of period$9,669,106$9,916,379
New investments purchased116,888296,343
Payment-in-kind interest capitalized11,8279,861
Net accretion of discount on investments21,05510,079
Net realized gain (loss) on investments(813)2,478
Investments sold or repaid(464,777)(214,000)
 Total investments, end of period $9,353,286 $10,021,140 
Amount of investments funded at principal:
First lien debt investments$118,564 $299,774
Second lien debt investments— 4,920
Unsecured debt— 
Equity investments— 2,295
Total$118,564 $306,989 
Proceeds from investments sold or repaid:
First lien debt investments$(413,576)$(214,000)
Second lien debt investments(7,351)— 
Unsecured debt— — 
Warrants— — 
Equity investments(43,850)— 
Total$(464,777)$(214,000)
Number of new investment commitments in new portfolio companies11 
Average new investment commitment amount$18,052 $13,038 
Weighted average yield of new investment commitments 11.97 %7.72 %
Weighted average yield on investments fully sold or paid down11.30 %6.06 %
June 30, 2023December 31, 2022
Number of portfolio companies180 176 
Weighted average yield on debt and income producing investments, at amortized cost(1)(2)
11.64 %10.64 %
Weighted average yield on debt and income producing investments, at fair value(1)(2)
11.76 %10.73 %
Average loan to value (LTV)(3)
46.5 %47.5 %
Percentage of debt investments bearing a floating rate99.9 %99.9 %
Percentage of debt investments bearing a fixed rate0.1 %0.1 %
Percentage of assets on non-accrual (4)
0.1 %0.0 %
(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 June 30, 2023 and December 31, 2022, the weighted average total portfolio yield at cost was 11.54% and 10.52%, respectively. The weighted average total portfolio yield at fair value was 11.62% and 10.56%, respectively.
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(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.
(4)As a percentage of total amortized cost of Investments. Assets on non-accrual represented 0.1% and 0.0% of total fair value of Investments as of June 30, 2023 and December 31, 2022, respectively.
As of June 30, 2023, our portfolio companies had a weighted average annual revenue of $720.5 million and weighted average annual EBITDA of $182.9 million. These calculations include all private debt investments for which fair value is determined by the Board of Trustees in conjunction with a third-party valuation firm and excludes quoted assets. Amounts are weighted based on fair market value of each respective investment. Amounts were derived from the most recently available portfolio company financial statements, have not been independently verified by us, and may reflect a normalized or adjusted amount. Accordingly, we make no representation or warranty in respect of this information.
For additional information on our Investments, see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 4. Investments”.
Results of Operations
The following table represents the operating results (dollar amounts in thousands):
Three Months Ended June 30,Six Months Ended June 30,
 2023202220232022
Total investment income$290,365 $186,991 $555,303 $372,588 
Net expenses113,901 81,725 227,042 163,233 
Net investment income before excise tax176,464 105,266 328,261 209,355 
Excise tax expense4,979 — 7,601 1,386 
Net investment income after excise tax171,485 105,266 320,660 207,969 
Net unrealized appreciation (depreciation)(37,493)(27,977)(52,037)(29,389)
Net realized gain (loss)10,858 2,302 15,025 8,251 
Net increase (decrease) in net assets resulting from operations$144,850 $79,591 $283,648 $186,831 
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 June 30,Six Months Ended June 30,
 2023202220232022
Interest income$273,914 $174,855 $528,135 $345,844 
Payment-in-kind interest income11,275 10,808 21,116 19,494 
Dividend income159 — 159 5,908 
Fee income5,017 1,328 5,893 1,342 
Total investment income$290,365 $186,991 $555,303 $372,588 
Total investment income increased to $290.4 million for the three months ended June 30, 2023, an increase of $103.4 million, or 55%, compared to the same period in the prior year primarily attributable to increased reference interest rates driving increased interest income from our investments. This was partially offset by the decrease in the size of our investment portfolio at fair value to $9,288.5 million at June 30, 2023 from $10,084.9 million at June 30, 2022. Additionally, for the three months ended June 30, 2023, we recorded $13.0 million of non-recurring interest income (e.g., prepayment premiums and accelerated accretion of upfront loan origination fees and unamortized discounts) as compared to $0.4 million for the same period in the
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prior year primarily as a result of increased prepayments. For the three months ended June 30, 2023 and 2022, Payment-in-kind interest income represented 3.9% and 5.8% of investment income, respectively. We expect that investment income will vary based on a variety of factors including the pace of our originations, repayments and changes in interest rates.
Total investment income increased to $555.3 million for the six months ended June 30, 2023, an increase of $182.7 million, or 49%, compared to the same period in the prior year primarily attributable to increased reference interest rates driving increased interest income from our investments. This was partially offset by the decrease in the size of our investment portfolio at fair value to $9,288.5 million at June 30, 2023 from $10,084.9 million at June 30, 2022. Additionally, for the six months ended June 30, 2023, we recorded $13.4 million of non-recurring interest income (e.g., prepayment premiums and accelerated accretion of upfront loan origination fees and unamortized discounts) as compared to $1.4 million for the same period in the prior year primarily as a result of increased prepayments. For the six months ended June 30, 2023 and 2022, Payment-in-kind interest income represented 3.8% and 5.2% of investment income, respectively. We expect that investment income will vary based on a variety of factors including the pace of our originations, repayments and changes in interest rates.
While rising interest rates have favorably impacted our investment income during the three and six months ended June 30, 2023, further interest rate increases and the resulting higher cost of capital have the potential to negatively impact the free cash flow and credit quality of certain borrowers which could impact their ability to make principal and interest payments. If such interest rate increases occur concurrently with a period of economic weakness or a slowdown in growth, our borrowers’ and/or our portfolio performance may be negatively impacted. Further, significant market dislocation as a result of changing economic conditions could limit the liquidity of certain assets traded in the credit markets, and this could impact our ability to sell such assets at attractive prices or in a timely manner.
Expenses
Expenses were as follows (dollar amounts in thousands):
 Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Interest expense$66,148 $45,084 $132,876 $85,385 
Management fees (Note 3)24,276 25,892 48,972 51,528 
Income based incentive fees (Note 3)34,493 20,880 64,886 42,164 
Capital gains incentive fees (Note 3)(3,949)(3,851)(5,506)(3,170)
Professional fees1,019 1,058 2,207 1,765 
Board of Trustees' fees236 209 461 390 
Administrative service expenses675 349 1,054 1,189 
Other general and administrative2,000 1,560 3,605 2,887 
Excise tax expense4,979 — 7,601 1,386 
Total expenses (including excise tax expense)129,877 91,181 256,156 183,524 
Management fees waived(6,069)(6,473)(12,243)(12,882)
Incentive fees waived(4,928)(2,983)(9,270)(6,023)
Net expenses (including excise tax expense)$118,880 $81,725 $234,643 $164,619 
Interest Expense
Total interest expense (including unused fees and other debt financing expenses), increased to $66.1 million for the three months ended June 30, 2023, an increase of $21.1 million or 47%, compared to the same period in the prior year primarily driven by increased borrowings under our credit facilities and an increase in the weighted average interest rate on our borrowings. The average principal debt outstanding decreased to $5,377.6 million for the three months ended June 30, 2023 from $5,758.2 million for the same period in the prior year. Our weighted average interest rate increased to 4.84% for the three months ended June 30, 2023 from 3.05% for the same period in the prior year.
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Total interest expense (including unused fees and other debt financing expenses), increased to $132.9 million for the six months ended June 30, 2023, an increase of $47.5 million or 55.6%, compared to the same period in the prior year primarily driven by an increase in the weighted average interest rate in our borrowings. The average principal debt outstanding decreased to $5,497.8 million for the six months ended June 30, 2023 from $5,690.4 million for the same period in the prior year. Our weighted average interest rate increased to 4.80% for the six months ended June 30, 2023 from 2.94% for the same period in the prior year.
Management Fees
Management fees decreased to $24.3 million for the three months ended June 30, 2023, a decrease of $1.6 million, or 6%, compared to the same period in the prior year, due to a decrease in average quarter end gross assets. The Adviser voluntarily waived management fees following the IPO such that the management fee will remain at 0.75% for a period of two years following the IPO (versus the contractual rate of 1.00%), which resulted in waivers of $6.1 million and $6.5 million for the three months ended June 30, 2023 and 2022, respectively.
For the three months ended June 30, 2023, our average quarter end gross assets decreased to $9,710.2 million at June 30, 2023 from $10,356.8 million at June 30, 2022.
Management fees decreased to $49.0 million for the six months ended June 30, 2023, a decrease of $2.6 million, or 5%, compared to the same period in the prior year, due to a decrease in average quarter end gross assets. The Adviser voluntarily waived management fees following the IPO such that the management fee will remain at 0.75% for a period of two years following the IPO (versus the contractual rate of 1.00%), which resulted in waivers of $12.2 million and $12.9 million for the six months ended June 30, 2023 and 2022, respectively.
For the six months ended June 30, 2023, our average quarter end gross assets decreased to $9,776.5 million at June 30, 2023 from $10,297.1 million at June 30, 2022.
Income Based Incentive Fees
Income based incentive fees increased to $34.5 million for the three months ended June 30, 2023 from $20.9 million for the same period in the prior year primarily due to an increase in pre-incentive fee net investment income. The Adviser voluntarily waived incentive fees following the IPO such that the fee will remain at 15.0% for a period of two years following the IPO (versus the contractual rate of 17.5%), which resulted in waivers of $4.9 million and $3.0 million for the three months ended June 30, 2023 and 2022, respectively.
Pre-incentive fee net investment income increased to $197.1 million for the three months ended June 30, 2023 from $119.3 million for the same period in the prior year.
Income based incentive fees increased to $64.9 million for the six months ended June 30, 2023 from $42.2 million for the same period in the prior year primarily due to an increase in pre-incentive fee net investment income. The Adviser voluntarily waived incentive fees following the IPO such that the fee will remain at 15.0% for a period of two years following the IPO (versus the contractual rate of 17.5%), which resulted in waivers of $9.3 million and $6.0 million for the six months ended June 30, 2023 and 2022, respectively.
Pre-incentive fee net investment income increased to $370.8 million for the six months ended June 30, 2023 from $240.9 million for the same period in the prior year.
Capital Gains Incentive Fees
We accrued capital gains incentive fees of $(3.9) million for the three months ended June 30, 2023 compared to $(3.9) million for the same period in the prior year, primarily due to net realized and unrealized losses for the three months ended June 30, 2023 and the same period in the prior year.
We accrued capital gains incentive fees of $(5.5) million for the six months ended June 30, 2023 compared to $(3.2) million for the same period in the prior year, primarily due to net realized and unrealized losses for the six months ended June 30, 2023 and the same period in the prior year.
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The reversal of previously accrued incentive fees was attributable to net realized and unrealized losses in the current year. 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
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. Prior to the IPO, offering costs included costs associated with our private offering. Other general and administrative expenses include insurance, filing, research, our sub-administrator, subscriptions and other costs.
Total other expenses increased to $3.9 million for the three months ended June 30, 2023 from $3.2 million for the same period in the prior year primarily driven by an increase in Administrative service expenses and Other general and administrative expenses and partially offset by a decrease in Professional fees.
Total other expenses increased to $7.3 million for the six months ended June 30, 2023 from $6.2 million for the same period in the prior year primarily driven by an increase in Professional fees and Other general and administrative expenses and partially offset by a decrease in Administrative service 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 months ended June 30, 2023 and 2022, we accrued $5.0 million and $0.0 million, respectively, of U.S. federal excise tax.
For the six months ended June 30, 2023 and 2022, we accrued $7.6 million and $1.4 million, respectively, of U.S. federal excise tax.
Net Unrealized Gain (Loss)
Net unrealized gain (loss) was comprised of the following (dollar amounts in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Net unrealized gain (loss) on investments$(37,270)$(27,644)$(48,673)$(29,791)
Net unrealized gain (loss) on translation of assets and liabilities in foreign currencies(223)(333)(3,364)402 
Net unrealized gain (loss)$(37,493)$(27,977)$(52,037)$(29,389)

For the three months ended June 30, 2023, the net unrealized loss was primarily driven by a decrease in the fair value of our debt investments during the period. The fair value of our debt investments as a percentage of principal decreased by 0.1%, during the three months ended June 30, 2023 driven, in part, by changes in the economic outlook.
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For the six months ended June 30, 2023, the net unrealized loss was primarily driven by a decrease in the fair value of our debt investments during the period. The fair value of our debt investments as a percentage of principal decreased by 0.2% during the six months ended June 30, 2023, driven, in part, by changes in the economic outlook.

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 June 30,Six Months Ended June 30,
2023202220232022
Net realized gain (loss) on investments$(813)$2,478 $(4,299)$7,860 
Foreign currency transactions11,671 (176)19,324 391 
Net realized gain (loss)$10,858 $2,302 $15,025 $8,251 
For the three and six months ended June 30, 2023, we generated realized gains on investments of $9.5 million and $10.0 million, respectively, and realized losses on investments of $10.3 million and $14.3 million, respectively, primarily from full or partial sales of our debt investments. These items were partially offset by net realized gains of $11.7 million and $19.3 million, respectively, on foreign currency transactions primarily as a result of fluctuations in the CAD, EUR, and GBP exchange rates vs. USD.
Financial Condition, Liquidity and Capital Resources
Our liquidity and capital resources are generated primarily from cash flows from interest, dividends and fees earned from our investments and principal repayments, our credit facilities, debt securitization transactions, and other secured and unsecured debt. We may also generate cash flow from operations, future borrowings and future offerings of securities including public and/or private issuances of debt and/or equity securities through both registered offerings and private offerings. 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.
To facilitate public issuances of debt and/or equity securities, in July 2022, we filed a shelf registration statement with the SEC that is effective for a term of three years and expires in July 2025. The amount of securities to be issued pursuant to this shelf registration statement was not specified when it was filed and there is no specific dollar limit on the amount of securities we may issue. The securities covered by this registration statement include: (i) common shares; (ii) preferred shares; (iii) debt securities; (iv) subscription rights; and (v) warrants. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.
As of both June 30, 2023 and December 31, 2022, we had 4 revolving credit facilities outstanding and we had 5 series of unsecured bonds outstanding. 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 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 June 30, 2023 and December 31, 2022, we had an aggregate amount of $5,008.1 million and $5,563.0 million of senior securities outstanding and our asset coverage ratio was 186.9% and 174.8%, 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. From time to time we may also repurchase our outstanding debt. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material.
Cash and cash equivalents as of June 30, 2023, taken together with our $1,691.9 million of undrawn 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 $203.5 million of Level 2 debt investments as of June 30, 2023, which could provide additional liquidity if necessary. Although we have historically been able to obtain sufficient borrowing capacity, a deterioration in economic conditions or any other negative economic developments could restrict our access to
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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 previously obtained. These factors may limit our ability to make new investments and adversely impact our results of operations.
As of June 30, 2023, we had $147.4 million in cash and cash equivalents. During the six months ended June 30, 2023, cash provided by operating activities was $677.1 million, primarily as a result of proceeds from sale of investments and principal repayment of $573.8 million partially offset by purchase of investments of $219.2 million. Cash used in financing activities was $673.3 million during the period, which was primarily as a result of net repayments on our credit facilities of $594.4 million and dividends paid in cash of $198.7 million partially offset by $124.9 million of proceeds from the issuance of our common shares.
Equity
We also access liquidity through our “at-the-market” offering program, pursuant to which we may sell, from time to time, up to $400.0 million of additional common shares of beneficial interest. As of June 30, 2023, $274.7 million of common shares were available for issuance under our “at-the-market” offering program.
For additional information on our “at-the-market” offering program, see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 8. Net Assets.
Distributions

The following table summarizes our distributions declared and payable for the six months ended June 30, 2023 (dollar amounts in thousands, except share amounts):
Date DeclaredRecord DatePayment DatePer Share AmountTotal Amount
February 27, 2023March 31, 2023April 27, 2023$0.7000 $112,400 
May 10, 2023June 30, 2023July 27, 20230.7000 115,783 
Total distributions$1.4000 $228,183 
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.
For additional information on our distributions and dividend reinvestment plan, see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 8. Net Assets.
Share Repurchase Plan
On October 18, 2021, our Board approved a share repurchase plan (the “Company 10b5-1 Plan”) to acquire up to approximately $262 million (representing 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 10b5-1 Plan terminated by its own terms in November 2022.
In February 2023, our Board authorized a share repurchase plan, under which we may repurchase up to $250 million in the aggregate of our outstanding common shares in the open market at prices below our NAV per share for a one-year term, in accordance with the guidelines specified in Rule 10b-18 of the Exchange Act (the “Company 10b-18 Plan”, and together with the Company 10b5-1 Plan, the “Share Repurchase Plans”). The timing, manner, price and amount of any share repurchases will be determined by us, in our sole discretion, based upon the evaluation of economic and market conditions, stock price, applicable legal and regulatory requirements and other factors.
For the three and six months ended June 30, 2023, the Company did not repurchase any of its shares under the Share Repurchase Plans.
For additional information on our share repurchases, see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 8. Net Assets.
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Borrowings
As of June 30, 2023 and December 31, 2022, we had an aggregate principal amount of $5,008.1 million and $5,563.0 million, respectively, of debt outstanding.
For additional information on our debt obligations, see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 6. Borrowings.
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 June 30, 2023 and December 31, 2022, we had unfunded delayed draw term loans and revolvers with an aggregate principal amount of $551.3 million and $690.3 million, respectively.
Additionally, from time to time, the Adviser and its affiliates may commit to an investment on behalf of the investment vehicles it manages, including the Company. Certain terms of these investments are not finalized at the time of the commitment and each respective investment vehicle's allocation may change prior to the date of funding. In this regard, as of June 30, 2023 and December 31, 2022, the Company estimates that $4.7 million and $16.5 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 June 30, 2023, management is not aware of any pending or threatened litigation.

Related-Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the following:
the Investment Advisory Agreement; and
the Administration 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 objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. See “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 3. Agreements and Related Party Transactions.
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Recent Developments
Macroeconomic Environment
The six months ended June 30, 2023 have been characterized by continued volatility in global markets, driven by investor concerns over inflation, rising interest rates, slowing economic growth, political and regulatory uncertainty and geopolitical conditions. Recent events affecting financial institutions have also contributed to volatility in global markets and diminished liquidity and credit availability in the market broadly. Significant market dislocation, particularly in the financial sector, could limit the liquidity of certain assets traded in the credit markets, and this could impact our ability to sell such assets at attractive prices or in a timely manner.
Continued inflation has prompted central banks, including the U.S. Federal Reserve, to take monetary policy tightening actions, including raising interest rates in order to control inflation, which has created further uncertainty for the economy and for our borrowers. Although our business model is such that rising interest rates will, all else being equal, correlate to increases in our net income, increases in interest rates may adversely affect our existing borrowers and lead to nonperformance. Additionally, rising rates and increasing costs may dampen consumer spending and slow corporate profit growth, which may negatively impact our portfolio companies as they may be susceptible to economic downturns or recessions and may be unable to repay our loans during these periods. Therefore, during these periods our non-performing assets may increase and the value of our portfolio may decrease if we are required to write down the values of our investments. Adverse economic conditions may also decrease the value of collateral securing some of our loans and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing investments and harm our operating results. It remains difficult to predict the full impact of recent changes and any future changes in interest rates or inflation.
Banking Sector Conditions
Recent bank closures in the United States have caused uncertainty for financial services companies and fear of instability in the global financial system generally. In addition, certain financial institutions—in particular smaller and/or regional banks—have experienced volatile stock prices and significant losses in their equity value, and there is concern that depositors at these institutions have withdrawn, or may withdraw in the future, significant sums from their accounts at these institutions. Notwithstanding intervention by U.S. governmental agencies to protect the uninsured depositors of banks that have recently closed, there is no guarantee that the uninsured depositors of a financial institution that closes (which depositors could include the Company and/or its portfolio companies) will be made whole or, even if made whole, that such deposits will become available for withdrawal in short order. There is a risk that other banks, or other financial institutions, may be similarly impacted, and it is uncertain what steps (if any) regulators may take in such circumstances or what other economic or other impacts there may be. In addition, uncertainty caused by recent bank failures—and general concern regarding the financial health and outlook for other financial institutions—could have an overall negative effect on banking systems and financial markets generally. These recent developments may also have other implications for broader economic and monetary policy, including interest rate policy. For the foregoing reasons, there can be no assurances that conditions in the banking sector and in global financial markets will not worsen and/or adversely affect the Company, its portfolio companies or their respective financial performance.
Reference Rate Reform
LIBOR and certain other floating rate benchmark indices have been the subject of recent national, international and regulatory guidance and proposals for reform or replacement. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee composed of large U.S. financial institutions, has identified SOFR, an index calculated using short-term repurchase agreements backed by U.S. Treasury securities, as its preferred alternative rate for USD LIBOR. The publication of USD LIBOR continued until June 30, 2023 and market participants are generally expected to transition to SOFR thereafter. Additionally, market participants have transitioned from GBP LIBOR to the Sterling Overnight Index Average, or SONIA, in line with guidance from the U.K. regulators.
Critical Accounting Estimates
The preparation of the condensed 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.
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Our critical accounting estimates, 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, 2022, filed with the SEC on February 27, 2023, and elsewhere in our filings with the SEC. There have been no material changes in our critical accounting policies and practices.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Uncertainty with respect to the economic conditions has introduced significant volatility in the financial markets, and the effect of the volatility could materially impact our market risks. We are subject to financial market risks, including valuation risk, interest rate risk and inflation risk. Our exposure to market risk has not materially changed from what was previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
Item 4. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, and summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q was made under the supervision and with the participation of our management, including our Co-Chief Executive Officers and Chief Financial Officer. Based upon this evaluation, our Co-Chief Executive Officers and Chief Financial Officer have concluded that our disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Co-Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
(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 June 30, 2023 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. 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.
There have been no material changes to the risk factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.
The Company’s share repurchase plan (the “10b-5 Plan”), pursuant to which up to approximately $262 million in the aggregate of the Company’s common shares at prices below net asset value per share over a specified period may be acquired, commenced on November 26, 2021, terminated by its terms in November 2022. In February 2023, the Board authorized a share
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repurchase plan, under which the Company may repurchase up to $250 million in the aggregate of our outstanding common shares in the open market at prices below the Company's NAV per share for a one-year term, in accordance with the guidelines specified in Rule 10b-18 of the Exchange Act (the “10b-18 Plan” and, together with the 10b-5 Plan, the“Share Repurchase Plans”). Refer to “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 8. Net Assets” in this Form 10-Q for more information.
For the six months ended June 30, 2023, the Company did not repurchase any of its shares under the Share Repurchase Plans.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Section 13(r) Disclosure
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, we hereby incorporate by reference herein Exhibit 99.1 of this report, which includes disclosures provided to us by Mundys S.p.A.
Trading Arrangements
During the three months ended June 30, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
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Item 6. Exhibits.
Exhibit
Number
Description of Exhibits
3.1
3.2
10.1
10.2
10.3
31.1
31.2
31.3
32.1
32.2
32.3
99.1
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document*
101.SCHInline XBRL Taxonomy Extension Schema Document*
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document*
101.LABInline XBRL Taxonomy Extension Label Linkbase Document*
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document*
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
_________________________
*    Filed herewith.
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The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
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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:August 9, 2023/s/ Brad Marshall
Brad Marshall
 Co-Chief Executive Officer
Date:August 9, 2023/s/ Jonathan Bock
Jonathan Bock
Co-Chief Executive Officer
   
Date:August 9, 2023/s/ Teddy Desloge
Teddy Desloge
 Chief Financial Officer

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