What changed in this filing

/stocks — the workspaceLOADING

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2021-03-04 compared with 2020-02-28 · 578 added, 353 removed, 1051 unchanged (47% of the section changed)

Quantitative and Qualitative Disclosures About Market Risk.

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

We are subject to financial market risks, including valuation risk and interest rate risk.

20 unchanged sentences

Report of Independent Registered Public Accounting Firm

Consolidated Statement s of Assets and Liabilities as of December 31, 2019 and December 31, 2018

Consolidated Statement s of Operations for the year ended December 31, 2019 and for the period from November 20, 2018 (commencement of operations) to December 31, 2018

Consolidated Statement s of Changes in Net Assets for the year ended December 31, 2019 and for the period from November 20, 2018 (commencement of operations) to December 31, 2018

Consolidated Statement s of Cash Flows for the year ended December 31, 2019 and for the period from November 20, 2018 (commencement of operations) to December 31, 2018

Consolidated Schedule s of Investments as of December 31 , 2019 and December 31, 2018

Consolidated Statements of Assets and Liabilities as of December 31, 20 20 and December 31, 20 19

Consolidated Statements of Operations for the year s ended Dec ember 31, 20 20, 2019 and 2018

Consolidated Statements of Changes in Net Assets for the year s ended December 31, 2020, 2019 and 2018

Consolidated Statements of Cash Flows for the year s ended December 31, 2020, 2019 and 2018

Consolidated Schedules of Investments as of December 31, 20 20 and December 31, 20 19

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

To the shareholders and the Board of Trustees of Blackstone / GSO Secured Lending Fund:

To the shareholders and the Board of Trustees of Blackstone Secured Lending Fund:

Opinion on the Consolidated Financial Statements and Financial Highlights

We have audited the accompanying consolidated statements of assets and liabilities of Blackstone / GSO Secured Lending Fund (the "Company"), including the consolidated schedule of investments, as of December 31, 2019 and 2018, the related consolidated statements of operations, cash flows, changes in net assets, and the financial highlights for the year ended December 31, 2019 and the period from November 20, 2018 (commencement of operations) to December 31, 2018, and the related notes.

In our opinion, the consolidated financial statements and financial highlights present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations, changes in net assets, cash flows, and the financial highlights for the year ended December 31, 2019 and the period from November 20, 2018 (commencement of operations) to December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated statements of assets and liabilities of Blackstone Secured Lending Fund and its subsidiaries (the "Company"), including the consolidated schedule of investments, as of December 31, 2020 and 2019, the related consolidated statements of operations, cash flows, changes in net assets, and the financial highlights for the years ended December 31, 2020 and 2019 and the period from November 20, 2018 (commencement of operations) to December 31, 2018, and the related notes.

In our opinion, the consolidated financial statements and financial highlights present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations, changes in net assets, cash flows, and the financial highlights for the years ended December 31, 2020 and 2019 and the period from November 20, 2018 (commencement of operations) to December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

3 unchanged sentences

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and financial highlights are free of material misstatement, whether due to error or fraud.

8 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Fair Value — Investments — Refer to Footnote 2 and 5 in the financial statements

Critical Audit Matter Description

As described in Note 5 to the consolidated financial statements, the Company’s level 3 investments carried at fair value were $4,785,325 thousand as of December 31, 2020, which includes debt investments of $4,261,272 thousand for which the fair values were determined by Blackstone Credit BDC Advisors (the “Adviser”) using a yield analysis.

The significant unobservable input used in the yield analysis is the discount rate based on comparable market yields.

We identified the valuation of level 3 debt investments utilizing yield analyses as a critical audit matter given the significant judgments made by the Adviser to estimate the fair value.

This required a high degree of auditor judgment and extensive audit effort, including the need to involve fair value specialists who possess significant valuation experience, to evaluate the appropriateness of the valuation techniques and the significant unobservable input.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the unobservable inputs and assumptions used to estimate the fair value of investments included the following, among others:

• We evaluated the appropriateness of the valuation methodologies used by the Adviser.

• We evaluated the appropriateness of the estimates and assumptions in the yield analyses through independent analysis and evidence, including the selected yields for debt investments.

• With the assistance of our internal fair value specialists, we evaluated the valuation methodologies and related significant assumptions.

• We evaluated the impact of current market events and conditions on the valuation methodology and inputs used by the Adviser.

/s/ DELOITTE & TOUCHE LLP

New York, New York

February 27, 2020

March 3, 2021

We have served as the Company’s auditor since 2018.

Blackstone / GSO Secured Lending Fund

Blackstone Secured Lending Fund

Consolidated Statements of Assets and Liabilities

2 unchanged sentences

Investments at fair value

Non controlled/non affiliated investments (amortized cost of $3,067,767 and $548,753 at December 31, 2019 and December 31, 2018, respectively)

Non controlled/non affiliated investments (cost of $5,575,482 and $3,067,767 at December 31, 2020 and December 31, 2019, respectively)

$ 5,585,942 $ 3,092,440

3 unchanged sentences

Deferred offering costs — 760

Receivable for investments 2,726 17,746

Subscription Receivable (Note 8) 5,942 —

Receivable for investments sold 114,537 2,726

Subscription receivable 3,427 5,942

Other assets 578 582

Total assets $ 5,950,866 $ 3,190,107

Debt $ 1,454,214 $ 185,000

Debt (net of unamortized debt issuance costs of $14,170 and $0 at December 31, 2020 and December 31, 2019, respectively) $ 2,500,393 $ 1,454,214

Payable for investments purchased 48,582 10,086

3 unchanged sentences

Capital gains incentive fee payable 1,077 4,218

Forward purchase liability at fair value (cost:

$0 at December 31, 2019 and December 31, 2018, respectively) (Note 7)

Interest payable 14,715 5,496

11 unchanged sentences

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

Blackstone / GSO Secured Lending Fund

Blackstone Secured Lending Fund

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

For the Year Ended December 31, 2019 For the period from November 20, 2018 (commencement of operations) to December 31, 2018

For the Year Ended December 31,

2020 2019 2018

Investment income:

39 unchanged sentences

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

Blackstone / GSO Secured Lending Fund

Blackstone Secured Lending Fund

Consolidated Statements of Changes in Net Assets

16 unchanged sentences

Balance, December 31, 2019 64 1,635,915 37,138 1,673,117

Issuance of common shares 65 1,579,929 — 1,579,994

Reinvestment of dividends 1 18,744 — 18,745

Net investment income — — 239,581 239,581

Net realized gain (loss) on investments — — (4,361) (4,361)

Net change in unrealized appreciation (depreciation) on investments — — (16,582) (16,582)

Dividends declared from net investment income — — (222,685) (222,685)

Tax reclassification of shareholders' equity in accordance with US GAAP — (2,026) 2,026 —

Balance, December 31, 2020 $ 130 $ 3,232,562 $ 35,117 $ 3,267,809

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

Blackstone / GSO Secured Lending Fund

Blackstone Secured Lending Fund

Consolidated Statements of Cash Flows

(in thousands)

For the Year Ended December 31, 2019 For the period from November 20, 2018 (commencement of operations) to December 31, 2018

For the Year Ended December 31,

2020 2019 2018

Cash flows from operating activities:

8 unchanged sentences

Amortization of deferred financing costs 3,811 1,565 327

Amortization of debt financing and debt issuance costs 1,327 — —

Amortization of offering costs 1,509 1,090 117

15 unchanged sentences

Cash flows from financing activities:

Borrowings on credit facilities 2,259,973 238,650

Repayments on credit facilities (990,754) (118,650)

Borrowings on debt 2,992,142 2,259,973 238,650

Repayments on debt (1,947,550) (990,754) (118,650)

Deferred financing costs paid (6,540) (3,435) (2,597)

Debt issuance costs paid (2,027) — —

Deferred offering costs paid (749) (663) (707)

5 unchanged sentences

Cash and cash equivalents, end of period $ 217,993 $ 65,495 $ 6,228

For the Year Ended December 31,

2020 2019 2018

Supplemental information and non-cash activities:

3 unchanged sentences

Reinvestment of distributions during the period $ 18,744 $ 4,318 $ —

Accrued but unpaid deferred financing and debt issuance costs $ 1,032 $ —

Accrued but unpaid debt financing and debt issuance costs $ 878 $ 1,032 $ —

Accrued but unpaid offering costs $ — $ 596 $ —

Non-cash purchases of investments $ (43,692) $ — $ —

Non-cash sales of investments $ 43,692 $ — $ —

Excise taxes paid $ 570 $ 52 $ —

Investments received in purchase of Syndicated Warehouse (Note 7) $ — $ — $ 120,988

Debt assumed in purchase of Syndicated Warehouse (Note 7) $ — $ — $ (65,000)

Other net operating assets and liabilities assumed in purchase of Syndicated

Warehouse (Note 7)

$ — $ (31,635)

Other net operating assets and liabilities assumed in purchase of Syndicated Warehouse (Note 7) $ — $ — $ (31,635)

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

Blackstone / GSO Secured Lending Fund

Consolidated Schedules of Investments

Blackstone Secured Lending Fund

Consolidated Schedule of Investments

December 31, 2020

6 unchanged sentences

First Lien Debt

Air Freight and Logistics

Aerospace & Defense

Corfin Holdings, Inc.

(4)(9) L + 6.00% 7.00% 2/5/2026 $ 203,463 $ 200,008 $ 202,954 6.21 %

MAG DS Corp (9) L + 5.50% 6.50% 4/1/2027 87,607 79,610 83,884 2.57

TCFI AEVEX, LLC (4)(7)(9) L + 6.00% 7.00% 3/18/2026 102,020 100,089 100,868 3.09

379,707 387,706 11.87

Air Freight & Logistics

Livingston International Inc.

2 unchanged sentences

(4)(9) L + 6.25% 7.25% 12/9/2026 176,988 173,986 171,235 5.24

Omni Intermediate Holdings, LLC (4)(5)(7)(9) L + 5.00% 6.00% 12/30/2026 5,000 4,875 4,875 0.15

Omni Intermediate Holdings, LLC - Revolving Term Loan (4)(5)(7)(9) L + 5.00% 6.00% 12/30/2025 42 28 28 —

R1 Holdings, LLC (4)(7)(9) L + 6.00% 7.06% 1/2/2026 57,669 56,856 57,093 1.75

5 unchanged sentences

Lindstrom, LLC (4)(9) L + 6.25% 7.25% 4/7/2025 129,650 127,891 127,057 3.89

Mi Windows and Doors, LLC L + 5.50% 7.21% 11/26/2026 30,000 28,382 30,038 1.80

The Wolf Organization, LLC (4)(9) L + 6.50% 7.50% 9/3/2026 95,750 94,204 96,707 2.96

Windows Acquisition Holdings, Inc.

(4)(5)(9) L + 6.50% 7.50% 12/29/2026 62,996 61,737 61,736 1.89

Windows Acquisition Holdings, Inc.

- Revolving Term Loan (4)(5)(7)(9) L + 6.50% 7.50% 12/29/2025 4,620 4,620 4,620 0.14

434,262 434,992 13.31

Alchemy US Holdco 1, LLC L + 5.50% 7.24% 10/10/2025 3,900 3,892 3,843 0.23

Capital Markets

Advisor Group Holdings, Inc.

(8) L + 5.00% 5.15% 7/31/2026 6,430 5,981 6,390 0.20

DCG Acquisition Corp.

(4)(7)(9) L + 7.50% 8.50% 9/30/2026 39,800 38,886 39,402 1.21

LSF11 Skyscraper US Bidco 2, LLC (4)(6)(9) L + 5.50% 6.50% 9/29/2027 106,878 101,786 106,344 3.25

LSF11 Skyscraper Holdco S.à r.l, LLC (4)(6)(9) L + 5.50% 6.50% 9/29/2027 335 319 334 0.01

Polymer Additives, Inc.

(8) L + 6.00% 6.21% 7/31/2025 29,452 28,400 24,726 0.76

USALCO, LLC (4)(7)(10) L + 7.25% 8.50% 6/1/2026 166,751 162,734 168,553 5.16

USALCO, LLC (4)(9) L + 6.50% 7.50% 6/1/2026 35,693 34,979 34,979 1.07

VDM Buyer, Inc.

3 unchanged sentences

455,939 464,046 14.20

Blackstone Secured Lending Fund

Consolidated Schedule of Investments

December 31, 2020

(in thousands)

Investments—non-controlled/non-affiliated (1) Reference Rate

and Spread Interest Rate (2) Maturity

Amount/Units Cost (3) Fair

Value Percentage

of Net Assets

First Lien Debt (continued)

Commercial Services & Supplies

Research Now Group, LLC L + 5.50% 7.41% 12/20/2024 28,662 28,296 28,701 1.72

Veregy Consolidated, Inc.

(9) L + 6.00% 7.00% 11/3/2027 20,000 19,413 19,850 0.61

JSS Holdings, Inc.

(4) L + 6.25% (incl.

2.00% PIK) 7.99% 10/18/2025 237,678 234,806 234,707 14.03

(4)(9) L + 6.25% 7.25% 12/17/2027 327,174 322,295 322,266 9.86

The Action Environmental Group, Inc.

(4)(7)(10) L + 6.00% 7.25% 1/16/2026 118,275 116,101 113,544 3.47

457,809 455,660 13.94

Construction & Engineering

Brand Industrial Services, Inc.

(9) L + 4.25% 5.25% 6/21/2024 7,884 7,317 7,706 0.24

COP Home Services TopCo IV, Inc.

(4)(5)(7)(9) L + 5.00% 6.00% 12/31/2027 16,162 15,482 15,482 0.47

IEA Energy Services, LLC (8) L + 6.75% 7.00% 9/25/2024 30,517 29,556 30,466 0.93

Therma LLC (4) L + 6.50% 8.46% 3/29/2025 128,421 126,114 127,137 7.60

52,355 53,654 1.64

1 unchanged sentence

(4)(9) L + 6.25% 7.25% 10/17/2025 123,438 121,467 120,969 3.70

Construction Supply Acquisition, LLC (4)(7) L + 6.00% 7.69% 10/1/2025 135,756 132,800 134,738 8.05

Tailwind Colony Holding Corporation (4) L + 7.50% 9.44% 11/13/2024 32,081 31,703 31,439 1.88

EIS Buyer, LLC (4)(7) L + 6.25% 8.05% 9/30/2025 134,072 131,504 131,390 7.85

Dana Kepner Company, LLC (4)(7)(9) L + 6.25% 7.25% 12/29/2026 71,667 70,236 70,234 2.15

EIS Buyer, LLC (4)(11) L + 6.25% 7.75% 9/30/2025 81,984 80,687 79,524 2.43

3 unchanged sentences

(11) L + 6.00% 7.50% 4/10/2025 56,162 53,161 39,875 1.22

Unified Door and Hardware Group, LLC (4)(7) L + 6.25% 8.19% 6/30/2025 39,048 38,333 38,852 2.32

SEKO Global Logistics Network, LLC (4)(5)(7)(9) L + 5.00% 6.00% 12/30/2026 4,700 4,609 4,608 0.14

Tailwind Colony Holding Corporation (4)(9) L + 7.50% 8.50% 11/13/2024 33,045 32,698 31,971 0.98

Unified Door & Hardware Group, LLC (4)(9) L + 6.25% 7.25% 6/30/2025 91,063 89,440 91,063 2.79

464,583 450,695 13.79

Blackstone / GSO Secured Lending Fund

Consolidated Schedules of Investments

December 31, 2019

(in thousands)

Investments—non-controlled/non-affiliated (1)(5) Reference Rate

and Spread Interest Rate (2) Maturity

Amount/Units Cost (3) Fair

Value Percentage

of Net Assets

First Lien Debt (continued)

Diversified Financial Services

1 unchanged sentence

(4)(9) L + 6.00% 7.00% 11/5/2024 59,714 58,153 60,311 1.85

Electrical Equipment

Shoals Holdings, LLC (4)(9) L + 3.25% 4.25% 11/25/2026 149,687 145,982 145,944 4.47

Electronic Equipment, Instruments & Components

Albireo Energy, LLC (4)(5)(7)(9) L + 6.00% 7.00% 12/23/2026 111,978 108,911 108,899 3.34

Convergeone Holdings, Inc.

(8) L + 5.00% 5.15% 1/4/2026 14,617 14,187 13,849 0.42

123,098 122,748 3.76

Energy Equipment & Services

8 unchanged sentences

37,669 38,535 1.18

Blackstone Secured Lending Fund

Consolidated Schedule of Investments

December 31, 2020

(in thousands)

Investments—non-controlled/non-affiliated (1) Reference Rate

and Spread Interest Rate (2) Maturity

Amount/Units Cost (3) Fair

Value Percentage

of Net Assets

First Lien Debt (continued)

Health Care Providers & Services

1 unchanged sentence

(4)(9) L + 6.75% 7.75% 10/4/2024 24,813 24,598 24,689 0.76

The GI Alliance Management, LLC (4)(7) L + 6.25% 8.19% 11/2/2024 109,902 107,804 108,191 6.47

Healthcomp Holding Company, LLC (4)(5)(7)(9) L + 6.00% 7.00% 10/27/2026 87,300 84,901 84,827 2.60

Jayhawk Buyer, LLC (4)(7)(9) L + 5.75% 6.75% 10/15/2026 107,884 105,283 105,187 3.22

Monroe Capital Holdings, LLC (4)(7)(9) L + 6.75% 7.75% 9/8/2026 107,359 105,317 106,286 3.25

Odyssey Holding Company, LLC (4)(9) L + 5.75% 6.75% 11/16/2025 18,898 18,680 18,898 0.58

The GI Alliance Management, LLC (4)(7)(9) L + 6.25% 7.25% 11/4/2024 189,409 184,953 180,127 5.51

523,732 520,014 15.92

Health Care Technology

Precyse Acquisition Corporation L + 4.50% 6.30% 10/20/2022 2,962 2,940 2,482 0.15

Hotels, Restaurants & Leisure

Excel Fitness Holdings, Inc.

Edifecs, Inc.

(4)(9) L + 7.50% 8.50% 9/21/2026 263,008 256,739 259,063 7.93

Project Ruby Ultimate Parent Corp (4)(9) L + 4.25% 5.25% 2/9/2024 30,000 29,550 30,075 0.92

286,289 289,138 8.85

Hotels, Restaurants & Leisure

Excel Fitness Holdings, Inc (9) L + 5.25% 6.25% 10/7/2025 46,588 44,918 42,939 1.31

Industrial Conglomerates

Tailwind Smith Cooper Intermediate Corporation (8) L + 5.00% 5.15% 5/28/2026 30,682 29,746 29,190 0.89

Integrity Marketing Acquisition, LLC (4)(5)(7)(9) L + 6.25% 7.25% 8/27/2025 32,651 31,962 31,902 0.98

SG Acquisition, Inc.

(4)(8) L + 5.75% 5.90% 1/27/2027 102,895 101,111 101,352 3.10

133,073 133,254 4.08

Interactive Media & Services

3 unchanged sentences

(9) L + 6.00% 7.00% 9/25/2026 26,457 24,488 26,386 0.81

Travelport Worldwide Ltd.

(4)(7)(9) L + 6.00% 7.00% 12/29/2026 381,538 373,918 373,908 11.44

DiscoverOrg, LLC L + 4.50% 6.30% 2/2/2026 13,092 12,978 13,157 0.79

Radiate Holdco LLC (5) L + 3.50% 5.30% 2/1/2024 4,975 4,908 5,015 0.30

398,405 400,294 12.25

Ahead Data Blue, LLC (9) L + 5.00% 6.00% 10/13/2027 13,207 12,180 13,025 0.40

Park Place Technologies, LLC (9) L + 5.00% 6.00% 11/10/2027 45,000 43,232 43,350 1.33

55,412 56,375 1.73

Apex Tool Group, LLC (10) L + 5.25% 6.50% 8/1/2024 53,301 52,194 52,845 1.62

1 unchanged sentence

Eagle Midstream Canada Finance, Inc (4)(6)(11) L + 6.25% 7.75% 11/26/2024 150,862 149,099 148,599 4.55

Blackstone / GSO Secured Lending Fund

Consolidated Schedules of Investments

Paper & Forest Products

Pixelle Specialty Solutions, LLC (9) L + 6.50% 7.50% 10/31/2024 14,380 14,146 14,373 0.44

Personal Products

Paula's Choice Holdings, Inc.

(4)(9) L + 6.25% 7.25% 11/17/2025 55,000 53,523 53,488 1.64

Blackstone Secured Lending Fund

Consolidated Schedule of Investments

December 31, 2020

9 unchanged sentences

(8) L + 4.75% 4.90% 4/15/2026 18,201 17,922 17,916 0.55

GI Revelation Acquisition LLC (8) L + 5.00% 5.15% 4/16/2025 32,163 29,987 31,681 0.97

Minotaur Acquisition, Inc.

(8) L + 5.00% 5.15% 3/27/2026 33,180 31,782 32,641 1.00

GI Revelation Acquisition LLC L + 5.00% 6.80% 4/16/2025 15,155 14,714 14,341 0.86

Titan Investment Company, Inc.

(4)(5)(8) L + 5.75% 5.99% 3/20/2027 42,892 40,812 42,356 1.30

VT Topco, Inc.

(8) L + 3.50% 3.65% 8/1/2025 4,866 4,562 4,811 0.15

125,065 129,405 3.97

1 unchanged sentence

(4)(9) L + 5.88% 6.88% 12/9/2022 17,105 16,633 17,041 0.52

MRI Software, LLC (4)(5)(7)(9) L + 5.50% 6.50% 2/10/2026 22,329 22,081 22,220 0.68

PaySimple, Inc.

8 unchanged sentences

174,080 175,026 5.36

Trading Companies & Distributors

The Cook & Boardman Group, LLC L + 5.75% 7.67% 10/17/2025 6,806 6,751 6,567 0.39

Technology Hardware, Storage & Peripherals

Deliver Buyer, Inc.

(4)(9) L + 6.25% 7.25% 5/1/2024 49,875 48,564 50,187 1.54

Electronics For Imaging, Inc.

(8) L + 5.00% 5.15% 7/23/2026 34,650 32,723 29,788 0.90

(4)(7)(9) L + 6.00% 7.00% 2/28/2026 69,313 68,327 69,146 2.12

149,614 149,121 4.56

Trading Companies & Distributors

The Cook & Boardman Group, LLC (9) L + 5.75% 6.75% 10/17/2025 50,233 49,859 48,035 1.47

Transportation Infrastructure

Capstone Logistics, LLC (5)(7)(9) L + 4.75% 5.75% 11/12/2027 3,053 3,020 3,094 0.09

Spireon, Inc.

(4)(9) L + 6.50% 7.50% 10/4/2024 22,961 22,780 22,847 0.70

25,800 25,941 0.79

Total First Lien Debt $ 5,493,561 $ 5,502,899 168.40 %

Second Lien Debt

Commercial Services & Supplies

TKC Holdings, Inc.

Construction & Engineering

COP Home Services TopCo IV, Inc.

(4)(5)(9) L + 8.75% 9.75% 12/31/2028 $ 6,061 $ 5,925 $ 5,925 0.18 %

Health Care Technology

Project Ruby Ultimate Parent Corp (4)(5)(9) L + 8.25% 9.25% 2/10/2025 17,900 17,542 18,079 0.55

WEB.COM Group, Inc.

(8) L + 7.75% 7.90% 10/9/2026 15,098 14,485 14,488 0.45

DiscoverOrg, LLC L + 8.50% 10.19% 2/1/2027 11,250 11,100 11,306 0.68

Imperva, Inc.

L + 7.75% 9.74% 1/11/2027 1,421 1,426 1,249 0.07

Rocket Software, Inc.

Epicor Software Corp.

(5)(9) L + 7.75% 8.75% 7/31/2028 11,186 11,027 11,707 0.36

4,803 4,172 0.24

Total Second Lien Debt $ 48,979 $ 50,199 1.54 %

Equity Investments

CustomInk, LLC - Series A Preferred Units (4) 384,520 $ 5,200 $ 5,633 0.34 %

EIS Acquisition Holdings, LP - Class A Units (4) 11,200 2,800 2,800 0.17

Mode Holdings, L.P.

- Class A-2 Units (4) 5,486,923 5,487 5,487 0.33

Total Equity Investments $ 13,487 $ 13,920 0.84 %

Total Investment Portfolio $ 3,067,767 $ 3,092,440 184.83 %

Blackstone / GSO Secured Lending Fund

Consolidated Schedules of Investments

Blackstone Secured Lending Fund

Consolidated Schedule of Investments

December 31, 2020

5 unchanged sentences

of Net Assets

Mermaid EquityCo L.P.

- Class B Units (4) 4,550,697 $ 865 $ 865 0.03 %

Total Warrants $ 865 $ 865 0.03 %

Aerospace & Defense

Corfin Holdco, Inc.

- Common Stock (4) 2,137,866 $ 4,767 $ 4,767 0.15 %

Air Freight & Logistics

Mode Holdings, L.P.

- Class A-2 Common Units (4) 5,486,923 5,487 5,487 0.17

EIS Acquisition Holdings, LP - Class A Common Units (4) 7,519 1,773 1,873 0.06

Mermaid EquityCo L.P.

- Class A-2 Common Units (4)

14,849,355 14,850 14,849 0.45

Specialty Retail

CustomInk, LLC - Series A Preferred Units (4) 384,520 5,200 5,003 0.15

Total Equity Investments $ 32,077 $ 31,979 0.98 %

Total Investment Portfolio $ 5,575,482 $ 5,585,942 170.94 %

Cash and Cash Equivalents

State Street Institutional U.S.

Government Money Market Fund $ 29,427 $ 29,427 0.90 %

Other Cash and Cash Equivalents 188,566 188,566 5.77 %

Total Cash and Cash Equivalents $ 217,993 $ 217,993 6.67 %

Total Portfolio Investments, Cash and Cash Equivalents $ 5,793,475 $ 5,803,935 177.61 %

(1) Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars.

Debt investments are income producing unless otherwise indicated.

All debt investments are income producing unless otherwise indicated.

All equity investments are non-income producing unless otherwise noted.

Certain portfolio company investments are subject to contractual restrictions on sales.

Under the 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, 2019, the Company does not “control” any of its portfolio companies.

Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company.

As of December 31, 2020, the Company does not “control” any of these portfolio companies.

Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities.

As of December 31, 2020, the Company is not an “affiliated person” of any of its portfolio companies.

The total par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments.

Each of the Company’s investments is pledged as collateral, under one or more of its credit facilities unless otherwise indicated.

(2) Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”) or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S.

Prime Rate (“P”)), which generally resets quarterly.

Prime Rate (“P”)), which generally resets periodically.

For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2020.

1 unchanged sentence

Variable rate loans typically include an interest reference rate floor feature, which is generally 1.00%.

As of December 31, 2020, 88.0% of the debt portfolio at fair value had an interest rate floor above zero.

(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.

1 unchanged sentence

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) Each of the Company’s investments is pledged as collateral, other than the investments in PaySimple, Inc.

and Radiate Holdco LLC, under one or more of its credit facilities.

A single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.

(5) These debt investments are not pledged as collateral under any of the Company's credit facilities.

For other debt investments that are pledged to the Company's credit facilities, a single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.

(6) The investment is not a qualifying asset under Section 55(a) of the 1940 Act.

7 unchanged sentences

First Lien Debt

Construction Supply Acquisition, LLC Delayed Draw Term Loan 10/1/2025 $ 22,626 $ —

Jacuzzi Brands LLC Delayed Draw Term Loan 2/25/2021 8,450 —

Albireo Energy, LLC - Delayed Draw A Delayed Draw Term Loan 2/21/2021 $ 25,404 $ (254)

Albireo Energy, LLC - Delayed Draw B Delayed Draw Term Loan 6/23/2022 45,043 (450)

Albireo Energy, LLC Revolver 12/23/2026 9,009 (135)

Capstone Logistics, LLC Delayed Draw Term Loan 11/12/2027 547 —

COP Home Services TopCo IV, Inc.

Delayed Draw Term Loan 12/31/2022 3,328 (92)

COP Home Services TopCo IV, Inc.

Revolver 12/31/2025 1,941 (63)

Dana Kepner Company, LLC Delayed Draw Term Loan 12/29/2021 29,861 —

DCG Acquisition Corporation Delayed Draw Term Loan 6/30/2021 50,000 —

Revolver 12/29/2026 10,598 —

Healthcomp Holding Company, LLC Delayed Draw Term Loan 4/27/2022 23,280 (291)

Integrity Marketing Acquisition, LLC Delayed Draw Term Loan 2/7/2022 17,267 —

Jayhawk Buyer, LLC Delayed Draw Term Loan 10/15/2021 25,173 —

Delayed Draw Term Loan 2/28/2022 16,761 (168)

Monroe Capital Holdings, LLC Delayed Draw Term Loan 6/8/2022 22,269 —

MRI Software, LLC Delayed Draw Term Loan 1/31/2022 6,055 (15)

MRI Software, LLC Revolver 2/10/2026 1,516 (38)

Omni Intermediate Holdings, LLC Delayed Draw Term Loan 12/30/2021 3,250 —

Omni Intermediate Holdings, LLC Revolver 12/30/2025 514 —

PaySimple, Inc.

1 unchanged sentence

R1 Holdings, LLC Delayed Draw Term Loan 1/2/2021 6,851 —

Spireon, Inc.

SEKO Global Logistics Network, LLC Delayed Draw Term Loan 12/30/2022 800 (12)

SEKO Global Logistics Network, LLC Revolver 12/30/2026 600 (9)

TCFI AEVEX, LLC Delayed Draw Term Loan 12/31/2021 13,158 (132)

The Action Environmental Group, Inc.

Delayed Draw Term Loan 4/16/2021 7,992 —

EIS Acquisition Holdings, LP Delayed Draw Term Loan 9/30/2020 16,800 —

The GI Alliance Management, LLC Delayed Draw Term Loan 5/3/2022 85,236 (852)

Unified Door and Hardware Group, LLC Delayed Draw Term Loan 6/29/2020 15,094 —

VDM Buyer, Inc.

Delayed Draw Term Loan 10/22/2020 18,000 —

USALCO, LLC Delayed Draw Term Loan 6/1/2022 11,295 (282)

Windows Acquisition Holdings, Inc.

Revolver 12/29/2025 5,880 —

Total First Lien Debt Unfunded Commitments $ 432,280 $ (2,793)

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

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

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

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

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

Blackstone / GSO Secured Lending Fund

Consolidated Schedules of Investments

Blackstone Secured Lending Fund

Consolidated Schedule of Investments

December 31, 2019

2 unchanged sentences

and Spread Interest Rate (2) Maturity

Amount Cost (3) Fair

Amount/Units Cost (3) Fair

Value Percentage

1 unchanged sentence

First Lien Debt

Aerospace and Defense

StandardAero Aviation Holdings, Inc.

L + 3.75% 6.27% 7/7/2022 $ 6,977 $ 6,924 $ 6,913 2.92 %

Building Products

American Bath Group, LLC (4) L + 4.25% 7.05% 9/30/2023 4,987 4,888 4,838 2.05

Latham Pool Products, Inc.

Air Freight and Logistics

Livingston International Inc.

(6)(8) L + 5.75% 7.69% 4/30/2026 $ 116,415 $ 113,249 $ 115,105 6.88 %

Ply Gem Midco, Inc.

Mode Purchaser, Inc.

(4)(10) L + 6.25% 8.14% 12/9/2026 178,325 174,791 174,759 10.45

R1 Holdings, LLC (4)(7)(10) L + 6.00% 7.69% 1/2/2026 44,732 44,047 44,732 2.67

332,087 334,596 20.00

Capital Markets

Advisor Group, Inc.

L + 3.75% 6.27% 8/15/2025 998 994 983 0.42

Victory Capital Holdings, Inc.

Building Products

Jacuzzi Brands LLC (4)(7)(10) L + 6.50% 8.30% 2/25/2025 91,640 90,132 90,723 5.42

Latham Pool Products, Inc.

(8) L + 6.00% 7.76% 6/13/2025 53,571 51,824 52,812 3.16

Lindstrom, LLC (4)(10) L + 6.25% 8.48% 4/7/2025 130,633 128,444 129,980 7.77

Mi Windows and Doors, LLC (10) L + 5.50% 7.21% 11/26/2026 30,000 28,382 30,038 1.80

The Wolf Organization, LLC (4)(10) L + 6.50% 8.41% 9/3/2026 74,813 73,386 74,625 4.46

372,168 378,178 22.61

2 unchanged sentences

(4)(8) L + 6.00% 7.80% 7/31/2025 29,752 28,457 24,248 1.45

18,520 17,914 7.58

Commercial Services & Supplies

Allied Universal Holdco LLC L + 3.75% 6.14% 7/28/2022 2,992 2,850 2,847 1.20

Allied Universal Holdco LLC L + 4.25% 6.77% 7/28/2022 7,000 6,798 6,703 2.84

LegalZoom, Inc.

(4) L + 4.50% 7.00% 11/20/2024 4,500 4,472 4,433 1.88

Revspring, Inc.

VDM Buyer, Inc.

(4)(10) L + 6.75% 8.69% 4/22/2025 € 24,267 26,828 26,695 1.60

TKC Holdings, Inc.

VDM Buyer, Inc.

(4)(7)(10) L + 6.75% 8.71% 4/22/2025 63,730 62,603 62,455 3.73

121,780 117,241 7.01

Commercial Services & Supplies

Research Now Group, LLC (10) L + 5.50% 7.41% 12/20/2024 28,662 28,296 28,701 1.72

JSS Holdings, Inc.

(4)(10) L + 6.25% (incl.

2.00% PIK) 7.99% 10/18/2025 237,678 234,806 234,707 14.03

263,102 263,408 15.75

Construction & Engineering

IEA Energy Services LLC (8) L + 8.25% 10.19% 9/25/2024 10,200 9,804 10,315 0.62

Containers & Packaging

Trident TPI Holdings, Inc.

Therma LLC (4)(10) L + 6.50% 8.46% 3/29/2025 128,421 126,114 127,137 7.60

135,918 137,452 8.22

Bution Holdco 2, Inc.

(4)(10) L + 6.25% 7.99% 10/17/2025 124,688 122,280 122,194 7.30

Construction Supply Acquisition, LLC (4)(7)(10) L + 6.00% 7.69% 10/1/2025 135,756 132,800 134,738 8.05

Tailwind Colony Holding Corporation (4)(10) L + 7.50% 9.44% 11/13/2024 32,081 31,703 31,439 1.88

Diversified Consumer Services

American Residential Services, LLC L + 4.00% 6.52% 6/30/2022 1,990 1,981 1,950 0.83

Prime Security Services Borrower, LLC L + 2.75% 5.27% 5/2/2022 1,492 1,458 1,427 0.60

Weight Watchers International, Inc.

EIS Buyer, LLC (4)(7)(12) L + 6.25% 8.05% 9/30/2025 134,072 131,504 131,390 7.85

EIS Buyer, LLC (4)(12) L + 6.25% 8.05% 9/30/2020 19,551 19,259 19,258 1.15

Fastlane Parent Company, Inc.

(4)(8) L + 4.50% 6.45% 2/4/2026 34,738 34,131 34,477 2.06

10,905 10,811 4.57

Diversified Financial Services

PI US MergerCo, Inc.

PSS Industrial Group Corp.

(4)(12) L + 6.00% 7.94% 4/10/2025 58,695 54,825 57,374 3.43

York Risk Services Holding Corp L + 3.75% 6.27% 10/1/2021 5,984 5,703 5,612 2.37

Unified Door and Hardware Group, LLC (4)(7)(10) L + 6.25% 8.19% 6/30/2025 39,048 38,333 38,852 2.32

564,835 569,722 34.04

Blackstone / GSO Secured Lending Fund

Consolidated Schedules of Investments

Blackstone Secured Lending Fund

Consolidated Schedule of Investments

December 31, 2019

2 unchanged sentences

and Spread Interest Rate (2) Maturity

Amount Cost (3) Fair

Amount/Units Cost (3) Fair

Value Percentage

1 unchanged sentence

First Lien Debt (continued)

Diversified Telecommunication Services .

Securus Technologies Holdings, Inc.

Diversified Financial Services

SelectQuote, Inc.

(4)(10) L + 6.00% 7.70% 11/5/2024 78,087 75,497 77,697 4.64

Electronic Equipment, Instruments & Components .

Convergeone Holdings, Inc.

(8) L + 5.00% 6.80% 1/4/2026 14,766 14,244 14,165 0.85

Energy Equipment & Services

Abaco Energy Technologies LLC (4)(12) L + 7.00% 8.69% 10/4/2024 58,836 57,157 57,071 3.41

Tetra Technologies, Inc.

(4)(6)(10) L + 6.25% 8.05% 9/10/2025 24,055 23,901 23,213 1.39

81,058 80,284 4.80

Health Care Equipment & Supplies

Lifescan Global Corporation (8) L + 6.00% 8.06% 10/1/2024 22,862 22,072 21,890 1.31

Surgical Specialties Corp (US) Inc.

(6)(8) L + 5.00% 6.80% 5/7/2025 33,416 32,218 33,166 1.98

54,290 55,056 3.29

Health Care Providers & Services

AMGH Holding Corp L + 3.25% 5.68% 4/28/2022 6,982 6,606 6,548 2.77

AMGH Holding Corp L + 4.25% 6.75% 3/14/2025 6,226 5,904 5,817 2.46

Envision Healthcare Corporation L + 3.75% 6.27% 10/10/2025 4,000 3,760 3,739 1.58

Epoch Acquisition, Inc.

1 unchanged sentence

The GI Alliance Management, LLC (4)(7)(10) L + 6.25% 8.19% 11/2/2024 109,902 107,804 108,191 6.47

Onex TSG Intermediate Corp.

(6) L + 4.00% 6.52% 7/31/2022 1,000 994 963 0.41

Orion B Holdings, LLC (4) L + 5.75% 8.21% 11/16/2025 13,628 13,459 13,356 5.65

Prospect Medical Holdings, Inc.

L + 5.50% 7.94% 2/22/2024 1,995 1,983 1,976 0.84

Regionalcare Hospital Partners Holding, Inc.

L + 4.50% 7.13% 11/16/2025 5,040 4,845 4,796 2.03

U.S Renal Care, Inc.

L + 4.25% 7.05% 12/30/2022 2,420 2,331 2,311 0.98

Odyssey Holding Company, LLC (4)(10) L + 5.75% 7.78% 11/16/2025 13,628 13,483 13,492 0.81

146,078 146,749 8.78

2 unchanged sentences

Hotels, Restaurants & Leisure

Casablanca US Holdings Inc.(4)(6) L + 4.00% 6.53% 3/29/2024 995 958 945 0.40

Hotel Acquisition Company LLC (4)(8) L + 6.00% 8.52% 12/9/2024 93,000 91,665 91,650 38.77

92,623 92,595 39.17

Achilles Acquisition LLC L + 4.00% 6.56% 10/8/2025 1,000 994 988 0.42

Tierpoint, LLC L + 3.75% 6.27% 5/6/2024 8,972 8,470 8,411 3.56

WEB.COM Group Inc.

Excel Fitness Holdings, Inc.

(10) L + 5.25% 7.05% 10/7/2025 47,059 45,018 47,118 2.82

Industrial Conglomerates

Tailwind Smith Cooper Intermediate Corporation (8) L + 5.00% 6.80% 5/28/2026 32,502 31,754 31,202 1.86

Interactive Media & Services

(4)(10) L + 6.25% 8.05% 8/28/2024 47,200 46,541 46,846 2.80

Internet & Direct Marketing Retail

Shutterfly, Inc.

(10) L + 6.00% 7.94% 9/25/2026 44,053 40,216 41,611 2.49

Travelport Worldwide Ltd.

(6)(8) L + 5.00% 6.94% 5/29/2026 103,730 97,896 97,299 5.81

DiscoverOrg, LLC (8) L + 4.50% 6.30% 2/2/2026 13,092 12,978 13,157 0.79

Radiate Holdco LLC (5)(9) L + 3.50% 5.30% 2/1/2024 4,975 4,908 5,015 0.30

17,886 18,172 1.09

Apex Tool Group, LLC (11) L + 5.50% 7.30% 8/1/2024 50,955 49,820 50,390 3.01

Champ Acquisition Corporation L + 5.50% 8.13% 12/12/2025 14,925 14,328 14,562 6.16

Entravision Communications Corporation (4)(6) L + 2.75% 5.27% 11/29/2024 1,241 1,218 1,160 0.49

15,546 15,722 6.65

Oil, Gas & Consumable Fuels

Traverse Midstream Partners LLC L + 4.00% 6.60% 9/27/2024 1,995 1,980 1,920 0.81

Blackstone / GSO Secured Lending Fund

Consolidated Schedules of Investments

Eagle Midstream Canada Finance Inc.

(4)(7)(12) L + 6.25% 8.17% 11/26/2024 150,862 148,662 148,599 8.87

Blackstone Secured Lending Fund

Consolidated Schedule of Investments

December 31, 2019

2 unchanged sentences

and Spread Interest Rate (2) Maturity

Amount Cost (3) Fair

Amount/Units Cost (3) Fair

Value Percentage

2 unchanged sentences

Professional Services

GI Revelation Acquisition LLC L + 5.00% 7.52% 4/16/2025 7,264 7,165 7,164 3.03

Real Estate Management & Development

Forest City Enterprises, L.P.

L + 4.00% 6.38% 12/7/2025 5,000 4,991 4,896 2.07

Banff Merger Sub Inc.

L + 4.25% 7.05% 10/2/2025 1,500 1,477 1,451 0.61

Brave Parent Holdings, Inc.

L + 4.00% 6.52% 4/18/2025 4,988 4,952 4,838 2.05

Imperva, Inc.

APFS Staffing Holdings, Inc.

(8) L + 5.00% 6.79% 4/15/2026 22,614 22,206 22,614 1.35

Ivanti Software, Inc.

Minotaur Acquisition, Inc.

(8) L + 5.00% 6.80% 3/27/2026 17,597 17,283 17,377 1.04

GI Revelation Acquisition LLC (8) L + 5.00% 6.80% 4/16/2025 15,155 14,714 14,341 0.86

54,203 54,332 3.25

LD Intermediate Holdings, Inc.

(10) L + 5.88% 7.93% 12/9/2022 14,572 14,314 14,608 0.87

Quest Software US Holdings Inc.

(6) L + 4.25% 6.78% 5/18/2025 4,500 4,471 4,365 1.85

Rocket Software, Inc.

PaySimple, Inc.

(4)(5)(7)(8) L + 5.50% 7.30% 8/23/2025 26,488 25,984 26,328 1.57

3 unchanged sentences

Specialty Retail

Bass Pro Group, LLC L + 5.00% 7.52% 9/25/2024 5,407 5,350 5,197 2.20

EG Group Limited (6) L + 4.00% 6.81% 2/7/2025 3,985 3,914 3,850 1.63

CustomInk, LLC (4)(10) L + 6.00% 8.21% 5/3/2026 133,125 130,766 132,459 7.92

Spencer Spirit Holdings, Inc.

(8) L + 6.00% 7.79% 6/19/2026 49,875 47,102 49,485 2.96

177,868 181,944 10.88

Trading Companies & Distributors

DiversiTech Holdings, Inc.

L + 3.00% 5.80% 6/3/2024 995 965 946 0.40

The Hillman Group Inc.

L + 4.00% 6.80% 5/31/2025 997 963 950 0.40

LBM Borrower, LLC L + 3.75% 6.25% 8/19/2022 8,000 7,505 7,490 3.17

The Cook & Boardman Group, LLC (10) L + 5.75% 7.67% 10/17/2025 6,806 6,751 6,567 0.39

11,927 11,867 5.02

Technology Hardware, Storage & Peripherals

Electronics For Imaging, Inc.

(8) L + 5.00% 6.94% 7/23/2026 35,000 32,703 32,703 1.95

Transportation Infrastructure

8 unchanged sentences

(8) L + 7.75% 9.49% 10/9/2026 16,607 15,882 16,031 0.96

DiscoverOrg, LLC (8) L + 8.50% 10.19% 2/1/2027 11,250 11,100 11,306 0.68

Imperva, Inc.

3 unchanged sentences

4,803 4,172 0.24

Blackstone / GSO Secured Lending Fund

Consolidated Schedules of Investments

Total Second Lien Debt $ 32,782 $ 32,419 1.93 %

Blackstone Secured Lending Fund

Consolidated Schedule of Investments

December 31, 2019

2 unchanged sentences

and Spread Interest Rate (2) Maturity

Amount Cost (3) Fair

Amount/Units Cost (3) Fair

Value Percentage

of Net Assets

Total Second Lien Debt $ 6,358 $ 6,342 2.68 %

Equity Investments

Air Freight and Logistics

Mode Holdings, L.P.

- Class A-2 Common Units (4) 5,486,923 5,487 5,487 0.33

EIS Acquisition Holdings, LP - Class A Common Units (4) 11,200 2,800 2,800 0.17

Specialty Retail

CustomInk, LLC - Series A Preferred Units (4) 384,520 5,200 5,633 0.34

Total Equity Investments $ 13,487 $ 13,920 0.84 %

Total Investment Portfolio $ 3,067,767 $ 3,092,440 184.83 %

Cash and Cash Equivalents

State Street Institutional U.S.

Government Money Market Fund $ 2,000 $ 2,000 0.85 %

Other Cash and Cash Equivalents $ 65,495 $ 65,495 3.91 %

Total Cash and Cash Equivalents $ 6,228 $ 6,228 2.64 %

Total Portfolio Investments, Cash and Cash Equivalents $ 3,133,262 $ 3,157,935 188.74 %

Debt investments are income producing unless otherwise indicated.

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.

As of December 31, 2018, the Company does not “control” any of its portfolio companies.

As of December 31, 2019, 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, 2019, the Company is not an “affiliated person” of any of its portfolio companies.

The total par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments.

Prime Rate (“P”)), which generally resets quarterly.

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, 2019.

1 unchanged sentence

Variable rate loans typically include an interest reference rate floor feature, which is generally 1.00%.

As of December 31, 2019, 79.1% of the portfolio at fair value had a base rate floor above zero.

(3) The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with U.S.

1 unchanged sentence

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) Each of the Company’s investments is pledged as collateral, under one or more of its credit facilities.

(5) Each of the Company’s debt investments is pledged as collateral, other than the investments in PaySimple, Inc.

and Radiate Holdco LLC, under one or more of its credit facilities.

A single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.

6 unchanged sentences

See below for more information on the Company’s unfunded commitments:

Investments—non-controlled/non-affiliated Commitment Type Commitment

Expiration Date Unfunded

Commitment Fair

Investments—non-controlled/non-affiliated Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value

First Lien Debt

Epoch Acquisition, Inc.

Construction Supply Acquisition, LLC Delayed Draw Term Loan 10/1/2025 $ 22,626 $ —

Jacuzzi Brands LLC Delayed Draw Term Loan 2/25/2021 8,450 —

PaySimple, Inc.

Delayed Draw Term Loan 8/23/2025 5,588 —

R1 Holdings, LLC Delayed Draw Term Loan 1/2/2021 20,282 —

Spireon, Inc.

Delayed Draw Term Loan 6/30/2020 6,375 —

Tailwind Colony Holding Corporation Delayed Draw Term Loan 10/31/2024 6,540 —

Tetra Technologies, Inc.

Delayed Draw Term Loan 9/10/2025 8,182 —

EIS Acquisition Holdings, LP Delayed Draw Term Loan 9/30/2020 16,800 —

The GI Alliance Management, LLC Delayed Draw Term Loan 11/2/2024 66,143 (612)

Unified Door and Hardware Group, LLC Delayed Draw Term Loan 6/29/2020 15,094 —

VDM Buyer, Inc.

Delayed Draw Term Loan 10/22/2020 18,000 —

Total First Lien Debt Unfunded Commitments $ 179,358 $ (612)

Forward purchase obligation (Note 7) 29,786 (222)

Total Unfunded Commitments $ 84,436 $ (482)

(8) This investment is also held in the Middle Market Warehouse as of December 31, 2018.

Refer to Note 7.

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

(9) The interest rate floor on these investments as of December 31, 2019 was 0.75%

(10) The interest rate floor on these investments as of December 31, 2019 was 1.00%

(11) The interest rate floor on these investments as of December 31, 2019 was 1.25%.

(12) The interest rate floor on these investments as of December 31, 2019 was 1.50%

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

Blackstone / GSO Secured Lending Fund

Blackstone Secured Lending Fund

Notes to Consolidated Financial Statements

(in thousands, unless otherwise indicated, except share and per share data)

Blackstone / GSO Secured Lending Fund (together with its consolidated subsidiaries, the “ Company ”), is a Delaware statutory trust formed on March 26, 2018, and structured as an externally managed, non-diversified closed-end investment company.

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

Blackstone Secured Lending Fund (together with its consolidated subsidiaries, the “ Company ”), is a Delaware statutory trust formed on March 26, 2018, and structured as an externally managed, non-diversified closed-end investment company.

On October 26, 2018, the Company elected to be regulated as a business development company (“ BDC ”) under the Investment Company Act of 1940, as amended (the “ 1940 Act ”).

5 unchanged sentences

companies, specifically small and middle market companies, typically in the form of first lien senior secured and unitranche loans (including first out/last out loans), and to a lesser extent, second lien, third lien, unsecured and subordinated loans and other debt and equity securities.

The Company is externally managed by GSO Asset Management LLC (the “ Adviser ”), a subsidiary of GSO Capital Partners LP.

GSO Capital Partners LP (the “ Administrator ” and, collectively with its affiliates in the credit-focused business of The Blackstone Group Inc., “ GSO ,” which, for the avoidance of doubt, excludes Harvest Fund Advisors LLC and Blackstone Insurance Solutions) provides certain administrative and other services necessary for the Company to operate pursuant to an administration agreement (the “ Administration Agreement ”).

GSO is part of the credit-focused platform of The Blackstone Group Inc.

(“ Blackstone ”) and is the primary part of its credit reporting segment.

The Company is conducting a private offering (the “ Private Offering ”) of its common shares of beneficial interest (i) to accredited investors, as defined in Regulation D under the Securities Act of 1933 (the “1933 Act”) and (ii) in the case of shares sold outside the United States, to persons that are not “U.S.

The Company is externally managed by Blackstone Credit BDC Advisors LLC (the “ Adviser ”).

Blackstone Alternative Credit Advisors LP (the “ Administrator ” and, collectively with its affiliates in the credit-focused business of The Blackstone Group Inc.

(" Blackstone "), “ Blackstone Credit ,” which, for the avoidance of doubt, excludes Harvest Fund Advisors LLC and Blackstone Insurance Solutions) provides certain administrative and other services necessary for the Company to operate pursuant to an administration agreement (the “ Administration Agreement ”).

Blackstone Credit is part of the credit-focused platform of Blackstone and is the primary part of its credit reporting segment.

The Company is conducting a private offering (the “ Private Offering ”) of its common shares of beneficial interest (i) to accredited investors, as defined in Regulation D under the Securities Act of 1933, as amended (the “1933 Act” ), and (ii) in the case of shares sold outside the United States, to persons that are not “U.S.

persons,” as defined in Regulation S under the 1933 Act, in reliance on exemptions from the registration requirements of the 1933 Act.

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Investors are required to fund drawdowns to purchase the Company’s shares up to the amount of their Capital Commitments on as as-needed basis each time the Company delivers a notice to investors.

On October 31, 2018, the Company began its initial period of closing of capital commitments (" Initial Closing Period ").

The Initial Closing Period will last for two years but the Adviser may modify the Initial Closing Period, if approved by the Board of Trustees (the " Board "), which could extend the Initial Closing Period up to one additional year.

On October 31, 2018, the Company began its initial period of closing of capital commitments (" Initial Closing Period ") which ended on October 31, 2020.

The Company commenced its loan origination and investment activities on November 20, 2018, the date of receipt of the initial drawdown from investors in the Private Offering (the " Initial Drawdown Date ").

The year ended December 31, 2018 represents the period from November 20, 2018 (commencement of operations), which was from the Initial Drawdown Date to December 31, 2018.

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

Significant Accounting Policies

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GAAP for an investment company requires investments to be recorded at fair value.

The carrying value for all other assets and liabilities approximates their fair value.

The annual consolidated financial statements have been prepared in accordance with U.S.

GAAP for annual financial information and pursuant to the requirements for reporting on Form 10-K and Article 6 of Regulation S-X.

In the opinion of management, all adjustments considered necessary for the fair presentation of the consolidated financial statements for the periods presented have been included.

In the opinion of

management, all adjustments considered necessary for the fair presentation of the consolidated financial statements for the periods presented have been included.

All intercompany balances and transactions have been eliminated.

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Assumptions and estimates regarding the valuation of investments involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements.

The global impact of the COVID-19 outbreak has been rapidly evolving, and as cases of COVID-19 have continued to be identified, including different variants of the disease, many countries have reacted by instituting quarantines and restrictions on travel, closing financial markets and/or restricting trading, and limiting operations of non-essential businesses.

Such actions are creating disruption in many industries.

The outbreak has had a continued adverse impact on economic and market conditions and has triggered a period of global economic slowdown.

The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19 on economic and market conditions.

The Company believes the estimates and assumptions underlying the consolidated financial statements are reasonable and supportable based on the information available as of December 31, 2020 , however uncertainty over the ultimate impact COVID-19 will have on the global economy generally, and the Company’s business in particular, makes any estimates and assumptions as of December 31, 2020 inherently less certain than they would be absent the current and potential impacts of COVID-19.

Actual results may ultimately differ from those estimates.

Consolidation

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Examples of events that would cause market quotations to not reflect fair value could include cases when a security trades infrequently or not at all, causing a quoted purchase or sale price to become stale, or in the event of a “fire sale” by a distressed seller.

All price overrides require approval from the Board.

All price overrides require approval from the Board of Trustees (" Board ").

Where prices or inputs are not available or, in the judgment of the Board, not reliable, valuation techniques based on the facts and circumstances of the particular investment will be utilized.

Securities that are not publicly traded or for which market prices are not readily available are valued at fair value as determined in good faith by the Board, based on, among other

things, the input of the Adviser, the Audit Committee of the Board (the “ Audit Committee ”) and independent valuation firms engaged on the recommendation of the Adviser and at the direction of the Board.

Securities that are not publicly traded or for which market prices are not readily available are valued at fair value as determined in good faith by the Board, based on, among other things, the input of the Adviser, the Audit Committee of the Board (the “ Audit Committee ”) and independent valuation firms engaged on the recommendation of the Adviser and at the direction of the Board.

These valuation approaches involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments’ complexity.

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

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

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

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

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

Valuation of each of our investments will generally be made as described above as of the end of each fiscal quarter.

In cases where we determine our NAV at times other than a quarter end, we intend to update the value of securities with market quotations to the most recent market quotation.

In cases where we determine our net asset value ( "NAV" ) at times other than a quarter end, we intend to update the value of securities with market quotations to the most recent market quotation.

For securities without market quotations, non-quarterly valuations will generally be the most recent quarterly valuation unless a material event has occurred since the most recent quarter end with respect to the investment.

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However, the Board is responsible for the ultimate valuation of the portfolio investments at fair value as determined in good faith pursuant to the Company’s valuation policy and a consistently applied valuation process.

Receivables/Payables From Investments Sold/Purchased

Receivables/payables from investments sold/purchased consist of amounts receivable to or payable by the Company for transactions that have not settled at the reporting date.

As of December 31, 2020 and 2019, the Company had $114.5 million and $2.7 million, respectively, of receivables for investments sold.

As of December 31, 2020 and 2019, the Company had $48.6 million and $10.1 million, respectively, of payables for investments purchased.

Derivative Instruments

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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.

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.

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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 years ended December 31, 2019 and 2018 the Company recorded $1.6 million and $0.0 million in prepayment premiums, respectively, and $2.1 million and $0.0 million in accelerated accretion of upfront loan origination fees and unamortized discounts, respectively.

For the years ended December 31, 2020, 2019 and 2018 the Company recorded $48.9 million, $3.7 million and $0.0 million, respectively, in non-recurring income (e.g.

prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts and ticking fees).

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 interest income in the Consolidated Statement of Operations.

Such income is included in interest income in the Consolidated Statements of Operations.

If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status.

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To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to shareholders in the form of dividends, even though the Company has not yet collected cash.

For the years ended December 31, 2019 and 2018 the Company recorded PIK income of $1.0 million and $0.0 million, respectively.

For the years ended December 31, 2020, 2019 and 2018 the Company recorded PIK income of $7.1 million, $1.0 million and $0.0 million, respectively.

Dividend Income

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Organization Expenses and Offering Expenses

Costs associated with the organization of the Company are expensed as incurred, subject to the limitations discussed below.

Costs associated with the organization of the Company were expensed as incurred, subject to the limitations discussed below.

These expenses consist primarily of legal fees and other costs of organizing the Company.

Costs associated with the offering of the Company’s shares will be capitalized as “deferred offering costs” on the Consolidated Statement of Assets and Liabilities and amortized over a twelve-month period from incurrence, subject to the limitation below.

Costs associated with the offering of the Company’s shares are capitalized as “deferred offering costs” on the Consolidated Statements of Assets and Liabilities and amortized over a twelve-month period from incurrence, subject to the limitation below.

These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s continuous Private Offering of its shares.

Upon the expiration of the Initial Closing Period, the Company expensed the remaining deferred offering costs.

The Company will not bear more than an amount equal to 0.10% of the aggregate Capital Commitments of the Company for organization and offering expenses in connection with the offering of shares.

If actual organization and offering costs incurred exceed 0.10% of the Company’s total Capital Commitments, the Adviser or its affiliate will bear the excess costs.

If actual organization and offering costs incurred exceed 0.10% of the Company’s total Capital Commitments, the Adviser or its affiliate will bear the excess

To the extent the Company’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Company’s behalf provided that the total organization and offering costs borne by the Company do not exceed 0.10% of total Capital Commitments and provided further that the Adviser of its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement.

For the years ended December 31, 2020 and December 31, 2019, the Company did not accrue any organization costs.

For the year ended December 31, 2018, the Company accrued organization costs of $0.7 million.

For the years ended December 31, 2019 and 2018, the Company accrued offering costs of $1.1 million and $0.1 million, respectively.

For the years ended December 31, 2020, 2019 and 2018, the Company accrued offering costs of $1.5 million, $1.1 million and $0.1 million, respectively.

Deferred Financing Costs and Debt Issuance Costs

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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 (1) 98% of its ordinary income for the calendar year, (2) 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 (3) any income realized, but not distributed, in prior years.

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.

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Distributions to shareholders are recorded on the record date.

All distributions will be paid at the discretion of our Board and will depend on our earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as our Board may deem relevant from time to time.

All distributions will be paid at the discretion of the Board and will depend on our earnings, financial condition, maintenance of our 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 and January 2021, the Financial Accounting Standards Board (“FASB”) issued guidance providing optional temporary financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of the LIBOR (London Interbank Offered Rate) or other interbank-offered based reference rates as of the end of December 2021.

Management continues to evaluate the impact of the guidance and may apply other elections, as applicable, as

the expected market transition to alternative reference rates evolves.

The Company did not utilize the optional expedients and exceptions provided by ASU 2020-04 during the year ended December 31, 2020.

In August 2018, the FASB issued ASU 2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which changes the fair value disclosure requirements.

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The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements.

In August 2018, the SEC adopted amendments to certain disclosure requirements intended to eliminate redundant, duplicative, overlapping, outdated, or superseded, in light of other SEC disclosure requirements, US GAAP requirements, or changes in the information environment in its Disclosure Update and Simplification release (the “DUS Release”).

In part, the DUS Release requires an investment company to present distributable earnings in total, rather than showing the three components of distributable earnings.

The compliance date for the DUS Release was for all filings on or after November 5, 2018.

The Company has adopted the DUS Release on November 5, 2018, which did not have a material impact on the Company’s consolidated financial statements.

Agreements and Related Party Transactions

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The cost of both the management fee and the incentive fee will ultimately be borne by the shareholders.

The initial term of the Investment Advisory Agreement was two years from October 1, 2018, and on May 6, 2020, 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.

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.

Base Management Fee

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GAAP, excluding undrawn commitments but including assets purchased with borrowed amounts.

For the first calendar quarter in which the Company has operations, gross assets will be measured as the average of gross assets at the Initial Drawdown Date and at the end of such first calendar quarter.

If an Exchange Listing occurs on a date other than the first day of a calendar quarter, the management fee shall be calculated for such calendar quarter at a weighted rate calculated based on the fee rates applicable before and after the Exchange Listing based on the number of days in such calendar quarter before and after the Exchange Listing.

For the years ended December 31, 2019 and 2018, base management fees were $12.6 million and $0.3 million respectively.

For the first calendar quarter in which the Company had operations, gross assets were measured as the average of gross assets at the Initial Drawdown Date and at the end of such first calendar quarter.

If an Exchange Listing occurs on a date other than the first day of a calendar quarter, the management fee will be calculated for such calendar quarter at a weighted rate calculated based on the fee rates applicable before and after the Exchange Listing based on the number of days in such calendar quarter before and after the Exchange Listing.

For the years ended December 31, 2020, 2019 and 2018, base management fees were $32.9 million, $12.6 million and $0.3 million, respectively.

As of December 31, 2020 and December 31, 2019, $10.3 million and $5.0 million, respectively, was payable to the Adviser relating to management fees.

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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.

For the years ended December 31, 2019 and 2018, the Company accrued income based incentive fees of $13.8 million and $0.0 million, respectively.

For the years ended December 31, 2020, 2019 and 2018, the Company accrued income based incentive fees of $42.0 million, $13.8 million and $0.0 million, respectively.

As of December 31, 2020 and December 31, 2019, $15.3 million and $6.3 million, respectively was payable to the Adviser for income based incentive fees.

For the year ended December 31, 2020 the Company accrued capital gains incentive fees of $(3.1) million, none of which was payable as of December 31, 2020 under the Investment Advisory Agreement.

As of December 31, 2018, the Company did not accrue any capital gains incentive fee since there were cumulative net unrealized and realized losses as of such date.

As of December 31, 2019, the Company had accrued capital gains incentive fees of $4.2 million, none of which was payable on such date under the Investment Advisory Agreement.

For the year ended December 31, 2018, the Company did not accrue any capital gains incentive fee since there were cumulative net unrealized and realized losses as of such date.

Administration Agreement

On October 1, 2018, the Company entered into an Administration Agreement with GSO.

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 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.

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 is two years from October 1, 2018 and, unless terminated earlier, 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 Company’s independent trustees.

The initial term of the agreement was two years from October 1, 2018, and on May 6, 2020, it was renewed and approved by the Board and a majority of the Independent Trustees for a one-year period.

Unless earlier terminated, the Administration Agreement will renew automatically for successive annual periods, provided that such continuance is approved at least annually by (i) the vote of the Board or by a majority vote of the outstanding voting securities of the Company and (ii) the vote of a majority of the Independent Trustees.

For providing these services, the Company will reimburse the Administrator for its costs, expenses and allocable portion of overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to:

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and (iii) any internal audit group personnel of Blackstone or any of its affiliates.

The Administrator has elected to forego any reimbursement for rent and other occupancy costs for the years ended December 31, 2019 and 2018.

For the years ended December 31, 2019 and 2018, the Company incurred $1.5 million and $0.4 million, respectively, under the Administration Agreement, which were recorded in administrative service fees in the Company’s Consolidated Statement of Operations.

As of December 31, 2019 and December 31, 2018, $0.9 million and $0.4 million, respectively, was unpaid and included in due to affiliate in the Consolidated Statement of Assets and Liabilities.

The Administrator has elected to forgo any reimbursement for rent and other occupancy costs for the years ended December 31, 2020, 2019 and 2018.

For the years ended December 31, 2020, 2019 and 2018, the Company incurred $2.3 million, $1.5 million and $0.4 million, respectively, under the Administration Agreement, which were recorded in administrative service expenses in the Company’s Consolidated Statements of Operations.

As of December 31, 2020 and December 31, 2019, $1.1 million and $0.9 million, respectively, was unpaid and included in due to affiliate in the Consolidated Statements of Assets and Liabilities.

Sub-Administration and Custody Agreement

On October 1, 2018, the Administrator entered into a sub-administration agreement (the “ Sub-Administration Agreement ”) with State Street Bank and Trust Company (the “ Sub-Administrator ”) under which the Sub-Administrator

provides various accounting and administrative services to the Company.

The Sub-Administrator also serves as the Company’s custodian (the “ Custodian ”).

The initial term of the Sub-Administration Agreement is two years from the effective date and after expiration of the initial term and the Sub-Administration Agreement shall automatically renew for successive one-year periods, unless a written notice of non-renewal is delivered prior to 120 days prior to the expiration of the initial term or renewal term.

For the years ended December 31, 2019 and 2018, the Company incurred expenses for services provided by the Sub-Administrator and the Custodian of $0.9 million and $0.1 million, respectively, which were recorded in other general and administrative expenses in the Company’s Statement of Operations.

Expense Support and Conditional Reimbursement Agreement

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No Reimbursement Payment for any calendar quarter shall be made if the annualized rate of regular cash distributions declared by the Company on record dates in the applicable calendar quarter of such Reimbursement Payment is less than the annualized rate of regular cash distributions declared by the Company on record dates in the calendar quarter in which the Expense Payment was committed to which such Reimbursement Payment relates.

The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar quarter, except to the extent the Adviser has waived its right to receive such payment for the applicable quarter.

The following table presents a summary of Expense Payments by quarter in which they occurred and the related Reimbursement Payments since the Company's commencement of operations:

The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar quarter.

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

For the Quarter Ended Expense Payments by Adviser Reimbursement Payments to Adviser Unreimbursed Expense Payments

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Total $ 2,266 $ (2,266) $ —

For the years ended December 31, 2019 and 2018, the Company made Reimbursement Payments to the Adviser of $0.8 million and $0.0 million, respectively.

The Company may or may not reimburse remaining expense support in the future.

For the years ended December 31, 2020, 2019 and 2018, the Adviser made Expense Payments in the amount of $0.0 million, $0.6 million and $1.7 million, respectively.

For the years ended December 31, 2020, 2019 and 2018, the Company made Reimbursement Payments related to Expense Payments by the Adviser of $1.5 million, $0.8 million and $0.0 million, respectively.

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

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Second lien debt 48,979 50,199 0.90 32,782 32,419 1.05

Equity Investments 13,487 13,920 0.45 — — —

Equity 32,942 32,844 0.59 13,487 13,920 0.45

Total $ 5,575,482 $ 5,585,942 100.00 % $ 3,067,767 $ 3,092,440 100.00 %

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Construction & Engineering 1.07 4.44

Containers & Packaging — 0.34

Distributors 8.10 18.51

Diversified Consumer Services — 1.98

Diversified Financial Services 1.08 2.51

Diversified Telecommunication Services — 0.88

Electrical Equipment 2.61 —

Electronic Equipment, Instruments & Components 2.19 0.46

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Machinery 0.95 1.63

Media 0.95 2.88

Oil, Gas & Consumable Fuels 2.66 4.81

Paper & Forest Products 0.26 —

Personal Products 0.96 —

Professional Services 2.32 1.76

Real Estate Management & Development — 0.90

Software 2.94 3.03

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Canada 267,544 270,126 4.84 8.27

Luxembourg 130,113 130,464 4.22 7.80

Germany 102,106 106,678 1.91 3.26

Total $ 5,575,482 $ 5,585,942 100.00 % 170.94 %

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United States $ 2,675,743 $ 2,698,272 87.25 % 161.27 %

United Kingdom 5,862 5,784 1.06 2.45

Canada 261,911 263,704 8.53 15.76

Luxembourg 130,113 130,464 4.22 7.80

Total $ 3,067,767 $ 3,092,440 100.00 % 184.83 %

As of December 31, 2020 and December 31, 2019, no loans in the portfolio were on non-accrual status.

As of December 31, 2020 and December 31, 2019, on a fair value basis, approximately 100.0% and 100.0%, respectively, of our performing debt investments bore interest at a floating rate and approximately 0.0% and 0.0%, respectively, of our performing debt investments bore interest at a fixed rate.

Fair Value Measurements

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In the absence of independent, reliable market quotes, an enterprise value analysis is typically performed to determine the value of equity investments, control debt investments and non-control debt investments that are credit-impaired, and to determine if debt investments are credit impaired.

Enterprise value (“ EV ”) means the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time.

When an investment is valued using an EV analysis, the EV of a portfolio company is first determined and allocated over the portfolio company’s securities in order of their preference relative to one another (i.e.

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Second lien debt — 26,196 24,003 50,199

Equity investments — — 13,920 13,920

Equity — — 32,844 32,844

Total $ — $ 800,617 $ 4,785,325 $ 5,585,942

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Second lien debt — 32,419 — 32,419

Total Investments — 217,200 328,125 545,325

Forward purchase obligation — — (222) (222)

Equity — — 13,920 13,920

Total $ — $ 837,127 $ 2,255,313 $ 3,092,440

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For the Year Ended December 31, 2020

First Lien Debt Equity Investments Total Investments Forward Purchase Obligation

First Lien Debt Second Lien Debt Equity Total Investments

Fair value, beginning of period $ 2,241,393 $ — $ 13,920 $ 2,255,313

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Accretion of discount/amortization of premium 25,107 — — 25,107

Net realized gain (loss) 933 — — 933

Net change in unrealized appreciation (depreciation) (648) 537 (531) (642)

Transfers into Level 3 (1)

162,879 — — 162,879

Transfers out of Level 3 (1)

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Accretion of discount/amortization of premium 5,560 — 5,560 —

Net realized gain (loss) 132 — 132 —

Net change in unrealized appreciation (depreciation) 11,780 433 12,213 222

Transfers into Level 3 (1)

Transfers out of Level 3 (1)

(61,584) — (61,584) —

Fair value, end of period $ 2,241,393 $ 13,920 $ 2,255,313 $ —

Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of December 31, 2019 included in net unrealized appreciation (depreciation) on the Consolidated Statements of Operations $ 11,821 $ 433 $ 12,254 $ —

(1) For the year ended December 31, 2019, transfers into or out of Level 3 were primarily due to decreased or increased price transparency.

There were no transfers into or out of Level 3 for the year ended December 31, 2018.

(1) For the year ended December 31, 2020 and 2019, transfers into or out of Level 3 were primarily due to decreased or increased price transparency.

The following table presents quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments.

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468,483 Market quotations Broker quoted price 98.00 100.63 99.05

4,647 Recent transaction Recent transaction 97.50 100.00 99.99

Investments in second lien debt 5,924 Yield analysis Discount rate 10.26 % 10.26 % 10.26 %

18,079 Market quotations Broker quoted price 101.00 101.00 101.00

Investments in warrant 865 Option pricing model Expected volatility 25.00 % 25.00 % 25.00 %

Investments in equity 31,979 Market approach Performance multiple 9.17x 13.25x 10.60x

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Technique Unobservable

Input Low High Weighted

Input Low High Weighted Average (1)

Investments in first lien debt $ 1,886,531 Yield Analysis Discount Rate 7.68 % 13.58 % 8.39 %

354,862 Market Quotations Broker Quoted Price 81.50 99.50 97.87

Forward purchase obligation (1)

(222) Yield analysis Discount rate 9.13 % 9.13 % 9.13 %

Investments in equity 13,920 Market Approach Performance Multiple 6.15x 13.50x 10.18x

Total $ 2,255,313

(1) The forward purchase obligation is valued as the excess of the (a) agreed upon purchase price under the Forward Purchase Agreement over the (b) fair value of the underlying investment, which is calculated in a similar manner to the Company’s debt investments.

Refer to Note 7 for additional information.

(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 the quoted prices from independent pricing services.

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.

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Financial Instruments Not Carried at Fair Value

The carrying amounts of the Company’s financial assets and liabilities, other than investments at fair value, approximate fair value.

The fair value of the Company’s credit facilities, which would be categorized as Level 3 within the fair value hierarchy, as of December 31, 2020 and December 31, 2019, approximates its carrying value as the credit facilities have variable interest based on selected short term rates.

The fair value of the Company’s 2023 Notes and 2026 Notes issued in the current year, which would be categorized as Level 2 within the fair value hierarchy, as of December 31, 2020 was $416.2 million and $823.2 million, respectively, based on vendor pricing received by the Company.

The carrying amounts of the Company’s assets and liabilities, other than investments at fair value and the 2023 Notes and the 2026 Notes, approximate fair value.

These financial instruments are categorized as Level 3 within the hierarchy.

3 unchanged sentences

On November 6, 2018, the Company entered into a revolving credit facility (which was subsequently amended on September 16, 2019 and as further amended from time to time, the “Subscription Facility” ) with Bank of America, N.A., as the administrative agent, the sole lead arranger, the letter of credit issuer and a lender, and the other lenders from time to time party thereto.

The initial maximum commitment amount of the Subscription Facility was $200 million.

Effective September 16, 2019, the maximum commitment amount of the Subscription Facility was increased to $400 million, subject to availability under the borrowing base, which is based on the undrawn capital commitments of the shareholders, and restrictions imposed on borrowings under the 1940 Act.

The maximum commitment amount of the Subscription Facility may be increased to $700 million through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing.

The Company is permitted to borrow under the Subscription Facility for any purpose permitted under its constituent documents.

Borrowings under the Subscription Facility bear interest, at the Company’s election at the time of drawdown, at a rate per annum equal to (i) in the case of LIBOR rate loans, an adjusted LIBOR rate for the applicable interest period plus 2.00% or (ii) in the case of reference rate loans, the greatest of (A) the prime rate plus 1.00%, (B) the federal funds rate plus 1.50%, and (C) one-month adjusted LIBOR plus 2.00%.

Loans may be converted from one rate to another at any time at the Company’s election, subject to certain conditions.

Effective November 6, 2018, the Company pays an unused commitment fee equal to (x) 0.30% per annum when the outstanding principal obligations are less than 50% of the maximum commitment and (y) 0.25% per annum when the outstanding principal obligations are greater than or equal to 50% of the maximum commitment.

The Subscription Facility will mature upon the earliest of:

(i) November 6, 2020 (the “Stated Maturity Date” );

(ii) the date upon which the administrative agent declares the obligations under the Subscription Facility due and payable after the occurrence of an event of default;

(iii) 30 days prior to the termination of the Company’s constituent documents;

(iv) 30 days prior to the date on which the Company’s ability to call capital contributions for the purpose of repaying the obligations under the Subscription Facility is terminated;

and (v) the date the Company terminates the lender commitments pursuant to the Subscription Facility.

The Stated Maturity Date may be extended, at the Company’s option, for two additional terms not longer than 364 days each, subject to customary conditions, including (x) the consent of the administrative agent and the extending lenders and (y) payment of an extension fee.

The Subscription Facility is secured by a pledge of the Company’s right, title, and interest in and to the undrawn capital commitments of the Company’s investors.

The Subscription Facility includes customary affirmative and negative covenants and consent rights granted to the lenders, as well as usual and customary events of default for revolving credit facilities of this nature.

As of December 31, 2019, and December 31, 2018, the Company was in compliance with all covenants and other requirements of the Subscription Facility.

The Subscription Facility was terminated on November 3, 2020.

Jackson Hole Funding Facility

On November 16, 2018, BGSL Jackson Hole Funding LLC (“ Jackson Hole Funding ”), the Company’s wholly-owned subsidiary that holds primarily originated loan investments, entered into a senior secured revolving credit facility (which was subsequently amended on February 6, 2019 and September 20, 2019 and as further amended from time to time, the “Jackson Hole Funding Facility” ) with JPMorgan Chase Bank, National Association ( “JPM” ).

On November 16, 2018, BGSL Jackson Hole Funding LLC (“ Jackson Hole Funding ”), the Company’s wholly-owned subsidiary that holds primarily originated loan investments, entered into a senior secured revolving credit facility (which was subsequently amended on February 6, 2019, September 20, 2019 and July 28, 2020 and as further amended from time to time, the “Jackson Hole Funding Facility” ) with JPMorgan Chase Bank, National Association ( “JPM” ).

JPM serves as administrative agent, Citibank, N.A., serves as collateral agent and securities intermediary, Virtus Group, LP serves as collateral administrator and the Company serves as portfolio manager under the Jackson Hole Funding Facility.

2 unchanged sentences

The initial maximum commitment amount of the Jackson Hole Funding Facility was $300 million.

Effective September 20, 2019, the maximum commitment amount of the Jackson Hole Funding Facility was increased to $600 million.

Effective September 20, 2019, the maximum commitment amount of the Jackson Hole Funding Facility was increased to $600 million and effective July 28, 2020, the maximum commitment amount of the Jackson Hole Funding Facility was reduced to $400 million.

The Jackson Hole Funding Facility has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the Jackson Hole Funding Facility to up to $900 million.

Proceeds from borrowings under the Jackson Hole Funding Facility may be used to fund portfolio investments by Jackson Hole Funding and to make advances under delayed draw term loans where Jackson Hole Funding is a lender.

Proceeds from borrowings under the Jackson Hole Funding Facility may be used to fund portfolio investments by Jackson Hole Funding and to make advances

under delayed draw term loans where Jackson Hole Funding is a lender.

The period during which Jackson Hole Funding may make borrowings under the Jackson Hole Funding Facility expires on November 16, 2021 and the Jackson Hole Funding Facility is scheduled to mature on May 16, 2023 ( “Maturity Date” ).

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Breckenridge Funding Facility

On December 21, 2018, BGSL Breckenridge Funding LLC (“ 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 and September 27, 2019 and as further amended from time to time, the “Breckenridge Funding Facility” ) with BNP Paribas ( “BNP” ).

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

BNP serves as administrative agent, Wells Fargo Bank, National Association serves as collateral agent and the Company serves as servicer under the Breckenridge Funding Facility.

Advances under the Breckenridge Funding Facility bear interest at a per annum rate equal to the three-month LIBOR in effect, plus an applicable margin of 1.52% (or 1.25% prior to the collection period end date on June 3, 2019) to 2.15% per annum depending on the nature of the advances being requested under the facility.

Effective December 11, 2019, Breckenridge Funding will also pay a commitment fee of 0.70% per annum if the unused facility amount is greater than 50% or 0.35% per annum if the unused facility amount is less than or equal to 50% and greater than 25% on the average daily unused amount of the financing commitments until the third anniversary of the Breckenridge Funding Facility.

The initial maximum commitment amount of the Breckenridge Funding Facility was $400 million.

Effective June 11, 2019, the maximum commitment amount of the Breckenridge Funding Facility was increased to $575 million and effective September 27, 2019, the maximum commitment amount of the Breckenridge Funding Facility was increased to $875 million.

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 expires on December 21, 2021 (or such later date as may be agreed by Breckenridge Funding, BNP, as administrative agent, and the lenders under the Breckenridge Funding Facility) and the Breckenridge Funding Facility is scheduled to mature on December 21, 2023.

Advances under the Breckenridge Funding Facility bear interest at a per annum rate equal to the three-month LIBOR (or other Base Rate) in effect, plus an applicable margin of 1.75%, 2.00% or 2.22% per annum, as applicable, depending on the nature of the advances being requested under the facility.

Breckenridge Funding will pay a commitment fee of 0.70% per annum if the unused facility amount is greater than 50% or 0.35% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments until December 21, 2022, in addition to certain other fees as agreed between Breckenridge Funding and BNP.

The initial maximum commitment amount of the BNP SPV Facility was $400 million.

Effective June 11, 2019, the maximum commitment amount of the BNP SPV Facility was increased to $575 million;

effective September 27, 2019, the maximum commitment amount of the BNP SPV Facility was increased to $875 million and on April 13, 2020, the maximum commitment amount of the BNP Facility was increased to $1,125 million.

Proceeds from borrowings under the BNP SPV 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 BNP SPV Facility for the remaining commitment amounts expires on December 21, 2021 (or such later date as may be agreed by Breckenridge Funding, BNP, as administrative agent, and the lenders under the BNP SPV Facility), except for $300 million of outstanding principal which expired on September 27, 2020.

The BNP SPV Facility is scheduled to mature on December 21, 2023.

Breckenridge Funding’s obligations to the lenders under the Breckenridge Funding Facility are secured by a first priority security interest in all of Breckenridge Funding’s portfolio of investments and cash.

1 unchanged sentence

In connection with the Breckenridge Funding Facility, Breckenridge Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities.

The Breckenridge Funding Facility contains customary events of default for similar financing transactions, including if a change of control of Breckenridge Funding occurs or if the Company is no longer the servicer of Breckenridge Funding.

The Breckenridge Funding Facility contains customary events of default for similar financing

transactions, including if a change of control of Breckenridge Funding occurs or if the Company is no longer the servicer of Breckenridge Funding.

Upon the occurrence and during the continuation of an event of default, BNP may declare the outstanding advances and all other obligations under the Breckenridge Funding Facility immediately due and payable.

2 unchanged sentences

Big Sky Funding Facility

On December 10, 2019, BGSL Big Sky Funding LLC (“ Big Sky Funding ”), the Company’s wholly-owned subsidiary, entered into a senior secured revolving credit facility (the “ Big Sky Funding Facility ”) with Bank of America, N.A.

On December 10, 2019, BGSL Big Sky Funding LLC (“ 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 as further amended from time to time, the “ Big Sky Funding Facility ”) with Bank of America, N.A.

(“ Bank of America ”).

2 unchanged sentences

Advances under the Big Sky Funding Facility bear interest at a per annum rate equal to the one-month or three-month London Interbank Offered Rate in effect, plus the applicable margin of 1.60% per annum.

Big Sky Funding is required to utilize a minimum percentage of the financing commitments (the “Minimum Utilization Amount”), which amount increases in three-month intervals from 20% six months after the closing date of the Revolving Credit Facility to 80% 15 months after the closing date of the Revolving Credit Facility and thereafter.

Big Sky Funding is required to utilize a minimum percentage of the financing commitments (the “ Minimum Utilization Amount ”), which amount increases in three-month intervals from 20% six months after the closing date of the Big Sky Funding Facility to 80% 15 months after the closing date of the Revolving Credit Facility and thereafter.

Unused amounts below the Minimum Utilization Amount accrue a fee at a rate of 1.60% per annum.

1 unchanged sentence

The initial maximum commitment amount of the Big Sky Funding Facility is $400 million.

The Big Sky Funding Facility has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the Big Sky Funding Facility to up to $500 million.

Effective May 14, 2020, Big Sky Funding exercised its accordion feature under the Big Sky Funding Facility, which increased the maximum commitment amount to $500 million.

Effective December 30, 2020, the maximum commitment amount of the Big Sky Funding Facility was reduced to $400 million.

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.

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As of December 31, 2020, the Company was in compliance with all covenants and other requirements of the Big Sky Funding Facility.

Revolving Credit Facility

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

Citi serves as administrative agent and collateral agent.

The Revolving Credit Facility provides for borrowings in U.S.

dollars and certain agreed upon foreign currencies in an initial aggregate amount of up to $550 million.

Effective June 29, 2020, the maximum commitment amount of the Revolving Credit Facility increased to $650 million.

Effective November 3, 2020, the maximum commitment amount of the Revolving Credit Facility increased to $745 million.

Borrowings under the Revolving Credit Facility are subject to compliance with a borrowing base.

The Revolving Credit Facility has an accordion feature, subject to the satisfaction of various conditions, which

could bring total commitments under the Revolving Credit Facility to up to $1.2 billion.

The Revolving Credit Facility provides for the issuance of letters of credit on behalf of the Company in an aggregate face amount not to exceed $100 million.

Proceeds from the borrowings under the Revolving Credit Facility may be used for general corporate purposes of the Company and its subsidiaries in the ordinary course of business.

Availability of the revolver under the Revolving Credit Facility will terminate on June 15, 2024 and all amounts outstanding under the Revolving Credit Facility must be repaid by June 15, 2025 pursuant to an amortization schedule.

Loans under the Revolving Credit Facility bear interest at a per annum rate equal to, (x) for loans for which the Company elects the base rate option, the “alternate base rate” (which is the greatest of (a) the prime rate as publicly announced by Citi, (b) the sum of (i) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System plus (ii) 0.5%, and (c) one month LIBOR plus 1% per annum) plus (A) if the gross borrowing base is equal to or greater than 1.6 times the combined revolving debt amount, 0.75%, or (B) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 0.875%, and (y) for loans for which the Company elects the Eurocurrency option, the applicable LIBO 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 December 31, 2020, the Company was in compliance with all covenants and other requirements of the Revolving Credit Facility.

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

Bank National Association (the “Trustee” ).

The 2023 Notes will mature on July 14, 2023 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the 2023 Notes Indenture.

The 2023 Notes bear interest at a rate of 3.650% per year payable semi-annually on January 14 and July 14 of each year, commencing on January 14, 2021.

The 2023 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2023 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The 2023 Notes Indenture contains 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 2023 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act.

These covenants are subject to important limitations and exceptions that are described in the 2023 Notes Indenture.

In addition, on the occurrence of a “change of control repurchase event,” as defined in the 2023 Notes Indenture, the Company will generally be required to make an offer to purchase the outstanding 2023 Notes at a price equal to 100% of the principal amount of such 2023 Notes plus accrued and unpaid interest to the repurchase date.

As of December 31, 2020, the Company was in compliance with all covenants and other requirements of the 2023 Notes.

On each of 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 (the “Second Supplemental Indenture,” and together with the Base Indenture, the “2026 Notes Indenture” ), to the Base Indenture between the Company and the Trustee.

The 2026 Notes will mature on January 15, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the 2026 Notes Indenture.

The 2026 Notes bear interest at a rate of 3.625% per year payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2021.

The 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company's existing and future indebtedness that is expressly subordinated in right of payment to the 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries, financing vehicles or similar facilities.

The 2026 Notes Indenture contains 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 Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and to provide financial information to the holders of the Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended.

These covenants are subject to important limitations and exceptions that are described in the 2026 Notes Indenture.

In addition, on the occurrence of a “change of control repurchase event,” as defined in the 2026 Notes Indenture, the Company will generally be required to make an offer to purchase the outstanding Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest to the repurchase date.

As of December 31, 2020, the Company was in compliance with all covenants and other requirements of the 2026 Notes.

The Company’s outstanding debt obligations were as follows:

2 unchanged sentences

Portion (1) Amount Available (2)

Subscription Facility $ 400,000 $ 119,752 $ 119,752 $ 280,248 $ 280,248

Jackson Hole Funding Facility (3)

2 unchanged sentences

Big Sky Funding Facility 400,000 200,346 200,346 199,654 117,599

Revolving Credit Facility (4)

745,000 182,901 182,901 562,099 562,099

2023 Notes (5)

400,000 400,000 394,549 — —

2026 Notes (5)

800,000 800,000 791,281 — —

Total $ 3,570,000 $ 2,514,563 $ 2,500,393 $ 1,055,437 $ 973,382

7 unchanged sentences

Breckenridge Funding Facility 875,000 820,311 820,311 54,689 10,769

Big Sky Funding Facility 400,000 — — 400,000 25,481

Total $ 2,275,000 $ 1,454,214 $ 1,454,214 $ 820,786 $ 322,341

4 unchanged sentences

As of December 31, 2020, the Company had borrowings denominated in Euros (EUR) of 23.5 million.

As of December 31, 2018, all borrowings outstanding were in USD.

As of December 31, 2019, the Company had borrowings denominated in Euros (EUR) of 23.9 million.

(4) Under the Revolving Credit Facility, the Company may borrow in U.S.

dollars or certain other permitted currencies.

As of December 31, 2020, the Company had borrowings denominated in Canadian Dollars (CAD) of 138.1 million.

(5) The carrying value of the Company's 2023 Notes and 2026 Notes is presented net of unamortized debt issuance costs of $5.5 million and $8.7 million, respectively, as of December 31, 2020.

As of December 31, 2020 and December 31, 2019, $14.1 million and $5.3 million, respectively, of interest expense and $0.6 million and $0.2 million, respectively, of unused commitment fees was included in interest payable.

For the years ended December 31, 2019 and 2018, the weighted average interest rate on all borrowings outstanding was 4.36% and 5.42% (including unused fees), respectively, and the average principal debt outstanding was $776.6 million and $162.0 million, respectively.

For the years ended December 31, 2020, 2019 and 2018, the weighted average interest rate on all borrowings outstanding was 3.26%, 4.36% and 5.42% (including unused fees and accretion of net discounts on unsecured debt), respectively, and the average principal debt outstanding was $1,902.7 million,$776.6 million and $162.0 million, respectively.

The components of interest expense were as follows:

For the Year Ended December 31, 2019 For the Year Ended December 31, 2018

For the Year Ended December 31,

2020 2019 2018

Borrowing interest expense $ 57,437 $ 32,859 $ 935

Facility unused fees 3,374 1,007 89

Amortization of financing costs 1,565 327

Amortization of financing costs and debt issuance costs 3,993 1,565 327

Accretion of original issue discount 1,145 — —

Total Interest Expense $ 65,949 $ 35,431 $ 1,351

3 unchanged sentences

The Company’s investment portfolio may contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements.

As of December 31, 2019 and December 31, 2018 we had nine and five delayed draw terms loans, respectively, with an aggregate of $179.4 million and $54.7 million of unfunded commitments, respectively.

As of December 31, 2020 and December 31, 2019 the Company had unfunded delayed draw terms loans and revolvers in the aggregate principal amount of $432.3 million and $179.4 million, respectively.

Warehousing Transactions

1 unchanged sentence

Such warehousing transactions were designed to assist the Company in deploying capital upon receipt of drawdown proceeds.

One of these warehousing transactions related primarily to

originated or anchor investments in middle market loans (the “ Middle Market Warehouse ”).

One of these warehousing transactions related primarily to originated or anchor investments in middle market loans (the “ Middle Market Warehouse ”).

The other warehouse related primarily to broadly syndicated loans (the “ Syndicated Warehouse ” and, together with the Middle Market Warehouse, the “ Warehousing Transactions ”) prior to the acquisition of the equity interests of the Syndicated Warehouse by the Company and merger of the Syndicated Warehouse with the Company’s wholly-owned subsidiary, as described below.

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This gain/loss amount is calculated as the difference between (1) the current purchase price the Company would be obligated to pay to purchase each asset under the forward purchase agreement and (2) the current fair value as determined by the Company’s valuation policy.

As of December 31, 2019 and December 31, 2018, the Company had a total unrealized loss of $0.0 million and $0.2 million, respectively, relating to this forward purchase obligation.

For the years ended December 31, 2019 and December 31, 2018, the Company had a net unrealized gain of $0.2 million and an unrealized loss of $0.2 million, respectively, relating to this forward purchase obligation.

Syndicated Warehouse

2 unchanged sentences

Neither the Adviser nor any of its affiliates received any additional compensation from the Company in connection with serving as collateral manager of the warehouse vehicle.

The Company exercised their rights to acquire the equity interests of the Syndicated Warehouse on December 11, 2018, at which time the assets and liabilities of the warehouse started to be included in the Company’s consolidated financial statements for a total purchase price of $24.9 million.

The Company exercised its rights to acquire the equity interests of the Syndicated Warehouse on December 11, 2018, at which time the assets and liabilities of the warehouse started to be included in the Company’s consolidated financial statements for a total purchase price of $24.9 million.

For the year ended December 31, 2018, the Company recorded a loss $0.6 million, which represented the excess of total consideration paid for the equity interests over the fair value of the net assets of the Syndicated Warehouse we assumed on the date of acquisition.

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In connection with its formation, the Company has the authority to issue an unlimited number of shares at $0.001 per share par value.

For the years ended December 31, 2019 and 2018, the Company entered into subscription agreements (the “ Subscription Agreements ”) with investors providing for the private placement of the Company’s shares.

During the years ended December 31, 2020, 2019 and 2018, the Company entered into additional subscription agreements (the “ Subscription Agreements ”) with investors providing for the private placement of the Company’s shares.

Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase the Company’s shares up to the amount of their respective Capital Commitment on an as-needed basis each time the Company delivers a drawdown notice to its investors.

1 unchanged sentence

As of December 31, 2019, the Company had received Capital Commitments totaling $3,230.6 million ($1,597.6 million remaining undrawn), of which $74.5 million ($36.7 million remaining undrawn) were from affiliates of the Adviser.

The following table summarizes the total shares issued and proceeds received related to the Company’s capital drawdowns delivered pursuant to the Subscription Agreements for the year ended December 31, 2019 (dollars in millions):

Common Share Issuance Date Number of Common Shares Issued Aggregate Offering Price

January 30, 2020 16,864,983 $ 440.9

April 8, 2020 14,864,518 324.0

July 15, 2020 5,304,125 125.6

July 28, 2020 123,229 2.9

November 6, 2020 4,627,528 115.4

December 15, 2020 (1)

22,802,680 571.2

Total 64,587,063 $ 1,580.0

(1) On December 1, 2020, the Company issued a capital call and delivered capital drawdown notices totaling $571.2 million, of which $3.4 million was received subsequent to December 31, 2020 and recorded as a subscription receivable on the Consolidated Statements of Assets and Liabilities.

Common Share Issuance Date Number of

Shares Issued Aggregate

Offering Price

January 24, 2019 5,666,095 $ 142.1

March 28, 2019 9,818,817 247.5

6 unchanged sentences

(1) On December 2, 2019, the Company issued a capital call and delivered capital drawdown notices totaling $271.1 million, of which $5.9 million was received subsequent to December 31, 2019 and recorded as a subscription receivable on the Consolidated Statements of Assets and Liabilities.

The following table summarizes the total shares issued and proceeds received related to the Company’s initial capitalization and capital drawdowns delivered pursuant to the Subscription Agreements for the year ended December 31, 2018 (dollars in millions):

Common Share Issuance Date Number of

Shares Issued Aggregate

Offering Price

Common Share Issuance Date Number of Common Shares Issued Aggregate Offering Price

September 14, 2018 60 $ —

7 unchanged sentences

February 26, 2020 March 31, 2020 May 15, 2020 0.3407 27,688

April 7, 2020 April 7, 2020 August 14, 2020 0.0385 3,129

June 29, 2020 June 30, 2020 August 14, 2020 0.4615 44,454

July 14, 2020 July 14, 2020 November 13, 2020 0.0761 7,330

July 27, 2020 July 27, 2020 November 13, 2020 0.0707 7,185

August 26, 2020 September 30, 2020 November 13, 2020 0.3532 36,021

November 5, 2020 November 5, 2020 January 29, 2021 0.1957 19,958

December 14, 2020 December 14, 2020 January 29, 2021 0.2120 22,654

December 14, 2020 December 14, 2020 January 29, 2021 0.3000 32,057 (1)

December 14, 2020 December 31, 2020 January 29, 2021 0.0923 11,968

Total distributions $ 2.3000 $ 222,685

(1) Represents a special distribution.

The following table summarizes the Company’s distributions declared and payable for the year ended December 31, 2019 (dollars in thousands except per share amounts):

Date Declared Record Date Payment Date Per Share Amount Total Amount

January 22, 2019 January 23, 2019 May 15, 2019 $ 0.1239 $ 1,192

February 28, 2019 March 27, 2019 May 15, 2019 0.3536 5,406

March 26, 2019 March 31, 2019 May 15, 2019 0.0225 565

12 unchanged sentences

Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.

A participating shareholder will receive an amount of shares equal

to the amount of the distribution on that participant’s shares divided by the most recent quarter-end NAV per share that is available on the date such distribution was paid (unless the Board determines to use the NAV per share as of another time).

A participating shareholder will receive an amount of shares equal to the amount of the distribution on that participant’s shares divided by the most recent quarter-end NAV per share that is available on the date such distribution was paid (unless the Board determines to use the NAV per share as of another time).

Shareholders who receive distributions in the form of shares will generally be subject to the same U.S.

3 unchanged sentences

Shares issued under the dividend reinvestment plan will not reduce outstanding Capital Commitments.

Pursuant to the Company’s dividend reinvestment plan, the following table summarize the amounts received and shares issued to shareholders who have not opted out of the Company’s dividend reinvestment plan during the year ended December 31, 2019 (dollars in thousands except per share amounts):

The following table summarizes the amounts received and shares issued to shareholders who have not opted out of the Company’s DRIP during the year ended December 31, 2020 (dollars in thousands except share amounts):

Payment Date DRIP Shares Value DRIP Shares Issued

January 30, 2020 $ 2,882 112,302

May 15, 2020 4,244 194,694

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November 13, 2020 6,182 248,194

Total $ 4,318 168,664

Total distributions $ 18,745 784,781

The following table summarizes the amounts received and shares issued to shareholders who have not opted out of the DRIP during the year ended December 31, 2019 (dollars in thousands except share amounts):

Payment Date DRIP Shares Value DRIP Shares Issued

May 15, 2019 $ 519 20,605

August 14, 2019 1,748 68,165

November 14, 2019 2,051 79,894

Total distributions $ 4,318 168,664

For the year ended December 31, 2018, no distributions were declared or paid by the Company.

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

For the Year Ended December 31, 2019 For the Year Ended December 31, 2018

For The Year Ended December 31,

2020 2019 2018

Net increase (decrease) in net assets resulting from operations $ 218,638 $ 106,206 $ (2,944)

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and (4) other non-deductible expenses.

The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items.

The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and non-deductible federal taxes or losses among other items.

To the extent these differences are permanent, they are charged or credited to additional paid in capital, undistributed net investment income or undistributed net realized gains on investments, as appropriate.

For the years ended December 31, 2020, 2019 and 2018, permanent differences were as follows:

For the Year Ended December 31, 2019 For the Year Ended December 31, 2018

For The Year Ended December 31,

2020 2019 2018

Undistributed net investment income (loss) $ (24,912) $ (732) $ 43

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Paid In Capital $ (2,026) $ (1,335) $ (52)

During the years ended December 31, 2019 and 2018, permanent differences were principally related to $0.5 million and $0.1 million, respectively, of U.S.

federal excise taxes and $0.5 million and $0.0 million, respectively, of non-deductible offering costs.

The following reconciles the increase in net assets resulting from operations to taxable income for the years ended December 31, 2019 and 2018:

During the years ended December 31, 2020, 2019 and 2018, permanent differences were principally related to $0.5 million, $0.5 million and $0.1 million , respectively, of U.S.

federal excise taxes and $1.5 million, $0.5 million and $0.0 million, respectively, of non-deductible offering costs.

For tax purposes, the Company may elect to defer any portion of a post-October capital loss or late-year ordinary loss to the first day of the following fiscal year.

As of December 31, 2020, the post-October capital losses elected by the Company to defer, and as such deemed to arise on January 1, 2021, are as follows:

For The Year Ended December 31,

2020 2019 2018

Post-October Capital Loss Deferral - Short Term

Post-October Capital Loss Deferral - Long Term

Net Post-October Capital Loss Deferrals

$ 4,293 $ — $ —

The following reconciles the increase in net assets resulting from operations to taxable income for the years ended December 31, 2020, 2019 and 2018:

For The Year Ended December 31,

2020 2019 2018

Net increase (decrease) in net assets resulting from operations $ 218,638 $ 106,206 $ (2,944)

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Other nondeductible expenses and excise taxes 2,026 1,335 52

Net post-October capital loss deferral 4,293 — —

Taxable/distributable income $ 238,357 $ 82,919 $ 1,339

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The components of accumulated gains / losses as calculated on a tax basis for the years ended December 31, 2020, 2019 and 2018 are as follows:

For the Year Ended December 31, 2019 For the Year Ended December 31, 2018

For The Year Ended December 31,

2020 2019 2018

Distributable ordinary income $ 32,419 $ 16,748 $ 1,339

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Total accumulated under-distributed (over-distributed) earnings $ 37,481 $ 37,139 $ (2,892)

The cost and unrealized gain (loss) of the Company’s investments, as calculated on a tax basis, at December 31, 2019 and December 31, 2018 were as follows:

December 31, 2019 December 31, 2018

The cost and unrealized gain (loss) of the Company’s investments, as calculated on a tax basis, at December 31, 2020, December 31, 2019 and December 31, 2018 were as follows:

For The Year Ended December 31,

2020 2019 2018

Gross unrealized appreciation $ 58,871 $ 35,465 $ 953

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Tax cost of investments $ 5,575,511 $ 3,067,837 $ 549,334

All of the dividends declared during the year ended December 31, 2019 were derived from ordinary income, as determined on a tax basis.

During the year ended December 31, 2018, no distributions were declared or paid by the Company.

All of the dividends declared during the year ended December 31, 2020 and 2019 were derived from ordinary income, as determined on a tax basis.

BGSL Investments, a wholly owned subsidiary that was formed in 2019, is a Delaware LLC which has elected to be treated as a corporation for U.S.

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The following are the financial highlights for the years ended December 31, 2020, 2019 and 2018:

For the Year End December 31, 2019 For the Year Ended December 31, 2018

For The Year Ended December 31,

2020 2019 2018

Per Share Data:

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Net investment income (1)

2.51 2.18 0.17

Net unrealized and realized gain (loss) (2)

(1.03) 1.27 (0.60)

Net increase (decrease) in net assets resulting from operations 1.48 3.45 (0.43)

Distributions declared (3)

(2.30) (2.00) —

Total increase (decrease) in net assets (0.82) 1.45 (0.43)

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(4) 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.

(5) For the year ended December 31, 2018, amounts are annualized except for organizational costs and expense support amounts relating to organizational costs.

For the years ended December 31, 2020, 2019 and 2018, the ratio of total operating expenses to average net assets was 6.43%, 8.47% and 14.09%, respectively, on an annualized basis, excluding the effect of expense support/(recoupment) by the Adviser which represented (0.07%), (0.03)% and 5.20%, respectively, of average net assets.

Selected Quarterly Financial Data (Unaudited)

As of and For the Three Months Ended

Q4 2019 Q3 2019 Q2 2019 Q1 2019 Q4 2018 (1)

Total investment income $ 64,580 $ 38,590 $ 29,639 $ 15,239 $ 3,174

Net expenses 30,957 17,480 16,625 8,667 1,835

Net investment income before excise tax 33,623 21,110 13,014 6,572 1,339

Excise tax expense 465 — — — 52

Net investment income after excise tax 33,158 21,110 13,014 6,572 1,287

Net realized and unrealized gain (loss) 15,994 (1,623) 10,584 7,397 (4,231)

Net increase (decrease) in net assets resulting from operations 49,152 19,487 23,598 13,969 (2,944)

NAV per share 26.02 25.66 25.64 25.20 24.57

Net investment income per share (basic and diluted) $ 0.60 $ 0.54 $ 0.51 $ 0.46 $ 0.17

Earnings (loss) per share (basic and diluted) $ 0.88 $ 0.49 $ 0.92 $ 0.98 $ (0.39)

(1) Q4 represents the period from November 20, 2018 (commencement of operations) to December 31, 2018.

Subsequent Events

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There have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in, the consolidated financial statements as of December 31, 2020, except as discussed below.

In January 2020, the Company received the remaining outstanding amount of $5.9 million related to the capital call issued on December 2, 2019.

On January 15, 2020, the Company issued a capital call notice to call $440.9 million of capital commitments.

Proceeds from the capital call were received and the related issuance of approximately 16.9 million shares occurred on January 30, 2020.

On January 29, 2020, the Board declared a distribution of $0.1593 per share, which is payable on May 15, 2020 to shareholders of record as of January 29, 2020.

On February 24, 2021, the Board declared a distribution of $0.50 per share, which is payable on May 14, 2021 to shareholders of record as of March 31, 2021.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk