4 unchanged sentences
We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies.
−Removed: Most of our investments will not have a readily available market price, and we value these investments at fair value as determined in good faith by our Board, based on, among other things, the input of the Adviser, our Audit Committee and independent third-party valuation firms engaged at the direction of the Board, and in accordance with our valuation policy.
+Added: Most of our investments will not have a readily available market price, and we value these investments at fair value as determined in good faith by our Board, based on, among other things, the input of the Adviser, our Audit Committee and
+Added: independent third-party valuation firms engaged at the direction of the Board, and in accordance with our valuation policy.
There is no single standard for determining fair value.
17 unchanged sentences
Consolidated Statements of Assets and Liabilities as of December 31, 202 1 and December 31, 20 20
−Removed: Consolidated Statements of Operations for the year s ended Dec ember 31, 20 20, 2019 and 2018
−Removed: Consolidated Statements of Changes in Net Assets for the year s ended December 31, 2020, 2019 and 2018
−Removed: Consolidated Statements of Cash Flows for the year s ended December 31, 2020, 2019 and 2018
+Added: Consolidated Statements of Operations for the years ended December 31, 202 1 , 20 20 and 20 19
+Added: Consolidated Statements of Changes in Net Assets for the years ended December 31, 2021, 2020 and 2019
+Added: Consolidated Statements of Cash Flows for the years ended December 31, 202 1 , 20 20 and 201 9
Consolidated Schedules of Investments as of December 31, 2021 and December 31, 2020
3 unchanged sentences
Opinion on the Consolidated Financial Statements and Financial Highlights
−Removed: 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.
−Removed: 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.
+Added: 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, 2021 and 2020, the related consolidated statements of operations, cash flows and changes in net assets for each of the three years in the period then ended, the financial highlights for each of the years in the periods ended December 31, 2021, 2020, 2019 and from November 20, 2018 (commencement of operations) to December 31, 2018, and the related notes.
+Added: 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, 2021 and 2020, and the results of its operations, changes in net assets and cash flows for each of the three years in the period then ended, and the financial highlights for each of the periods ended December 31, 2021, 2020, 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
19 unchanged sentences
Critical Audit Matter Description
−Removed: 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.
+Added: As described in Note 5 to the consolidated financial statements, the Company held $9,501,329 thousand of total level 3 investments at fair value as of December 31, 2021, with debt investments representing approximately 98% of this total.
+Added: For $9,155,453 thousand or 96% of the level 3 debt investments, the fair values were determined by the Adviser using a yield analysis.
The significant unobservable input used in the yield analysis is the discount rate based on comparable market yields.
−Removed: 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.
−Removed: 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.
+Added: We identified the valuation of level 3 debt investments utilizing a yield analysis as a critical audit matter given the significant judgments made by the Adviser to estimate the fair value.
+Added: 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 methodologies and the significant unobservable inputs.
How the Critical Audit Matter Was Addressed in the Audit
−Removed: Our audit procedures related to the unobservable inputs and assumptions used to estimate the fair value of investments included the following, among others:
+Added: Our audit procedures related to the valuation methodologies and the significant unobservable inputs used to estimate the fair value of debt investments utilizing a yield analysis included the following, among others:
• We evaluated the appropriateness of the valuation methodologies used by the Adviser.
−Removed: • 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.
−Removed: • With the assistance of our internal fair value specialists, we evaluated the valuation methodologies and related significant assumptions.
−Removed: • We evaluated the impact of current market events and conditions on the valuation methodology and inputs used by the Adviser.
+Added: • We evaluated the appropriateness of the estimates in the yield analyses through independent analysis and evidence, including the selected yields for debt investments.
+Added: • With the assistance of our fair value specialists, we evaluated the valuation methodologies and related significant assumptions.
+Added: • We evaluated the impact of current market events and conditions on the valuation methodologies and inputs used by the Adviser.
/s/ DELOITTE & TOUCHE LLP
New York, New York
−Removed: March 3, 2021
+Added: February 28, 2022
We have served as the Company’s auditor since 2018.
6 unchanged sentences
$ 9,819,696 $ 5,585,942
+Added: Non-controlled/affiliated investments (cost of $32,759 and $0 at December 31, 2021 and December 31, 2020, respectively)
+Added: Total investments at fair value (cost of $9,745,126 and $5,575,482 at December 31, 2021 and December 31, 2020, respectively)
+Added: 9,855,379 5,585,942
Cash and cash equivalents 102,879 217,993
1 unchanged sentence
Deferred financing costs 13,552 6,933
−Removed: Deferred offering costs — 760
Receivable for investments sold 142,878 114,537
30 unchanged sentences
Payment-in-kind interest income 8,188 7,119 988
+Added: Dividend income 219 — —
Fee income 5,785 725 680
8 unchanged sentences
Other general and administrative 4,794 4,166 3,033
−Removed: Organization costs — — 670
Amortization of offering costs — 1,509 1,090
Total expenses 277,114 148,077 73,499
+Added: Management fees waived (Note 3) (4,195) — —
+Added: Incentive fees waived (Note 3) (2,333) — —
Expense support (Note 3) — — (570)
7 unchanged sentences
Non-controlled/non-affiliated investments 101,804 (16,593) 28,173
+Added: Non-controlled/affiliated investments 2,923 — —
Forward purchase obligation (Note 7) — — 222
4 unchanged sentences
Foreign currency transactions (3,217) 17 61
−Removed: Derivative (Note 5) — — (581)
Net realized gain (loss) 4,568 (4,361) 4,023
10 unchanged sentences
Par Amount Additional Paid in Capital Distributable Earnings (Loss) Total Net Assets
−Removed: Balance, November 20, 2018 (commencement of operations) $ — $ — $ — $ —
+Added: Balance, December 31, 2018 $ 10 $ 239,247 $ (2,892) $ 236,365
Issuance of common shares 54 1,393,685 — 1,393,739
+Added: Reinvestment of dividends — 4,318 — 4,318
Net investment income — — 73,854 73,854
1 unchanged sentence
Net change in unrealized appreciation (depreciation) on investments — — 28,329 28,329
+Added: Dividends declared from net investment income — — (67,511) (67,511)
Tax reclassification of shareholders' equity in accordance with US GAAP — (1,335) 1,335 —
8 unchanged sentences
Balance, December 31, 2020 130 3,232,562 35,117 3,267,809
−Removed: Issuance of common shares 65 1,579,929 — 1,579,994
+Added: Issuance of common shares, net of offering and underwriting costs 38 976,063 — 976,101
Reinvestment of dividends 1 38,938 — 38,939
23 unchanged sentences
Amortization of offering costs — 1,509 1,090
−Removed: Payment in connection with settlement of derivative, net of cash received — — (24,015)
Purchases of investments (6,824,327) (4,485,214) (3,077,267)
18 unchanged sentences
Deferred offering costs paid — (749) (663)
−Removed: Proceeds from issuance of common shares 1,582,509 1,387,797 239,309
+Added: Proceeds from issuance of common shares, net of offering and underwriting costs 981,102 1,582,509 1,387,797
Dividends paid in cash (253,776) (145,122) (35,366)
10 unchanged sentences
Reinvestment of distributions during the period $ 38,939 $ 18,744 $ 4,318
−Removed: Accrued but unpaid debt financing and debt issuance costs $ 878 $ 1,032 $ —
+Added: Non-cash deferred financing costs activity $ (64) $ — $ —
+Added: Non-cash debt issuance costs activity $ (92) $ 878 $ 1,032
Accrued but unpaid offering costs $ 1,573 $ — $ 596
2 unchanged sentences
Excise taxes paid $ 131 $ 570 $ 52
−Removed: Investments received in purchase of Syndicated Warehouse (Note 7) $ — $ — $ 120,988
−Removed: Debt assumed in purchase of Syndicated Warehouse (Note 7) $ — $ — $ (65,000)
−Removed: 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.
3 unchanged sentences
(in thousands)
−Removed: Investments—non-controlled/non-affiliated (1) Reference Rate
+Added: Investments (1) Reference Rate
and Spread Interest Rate (2) Maturity
2 unchanged sentences
of Net Assets
+Added: Investments - non-controlled/non-affiliated
First Lien Debt
2 unchanged sentences
(4)(11) L + 6.00% 7.00% 12/27/2027 $ 271,375 $ 267,405 $ 270,697 6.09 %
−Removed: MAG DS Corp (9) L + 5.50% 6.50% 4/1/2027 87,607 79,610 83,884 2.57
+Added: Linquest Corp.
+Added: (4)(5)(7)(10) L + 5.75% 6.50% 7/28/2028 17,456 17,082 17,057 0.38
+Added: (11) L + 5.50% 6.50% 4/1/2027 83,707 77,289 77,011 1.73
+Added: Maverick Acquisition, Inc.
+Added: (4)(7)(11) L + 6.00% 7.00% 6/1/2027 18,969 18,524 18,717 0.42
TCFI AEVEX, LLC (4)(7)(11) L + 6.00% 7.00% 3/18/2026 112,572 110,659 101,424 2.28
1 unchanged sentence
Air Freight & Logistics
+Added: AGI-CFI Holdings, Inc.
+Added: (4)(10) L + 5.50% 6.25% 6/11/2027 117,382 115,160 116,208 2.61
Livingston International, Inc.
2 unchanged sentences
(4)(11) L + 6.25% 7.25% 12/9/2026 175,204 172,734 175,204 3.94
−Removed: Omni Intermediate Holdings, LLC (4)(5)(7)(9) L + 5.00% 6.00% 12/30/2026 5,000 4,875 4,875 0.15
−Removed: 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)(11) L + 6.00% 7.00% 1/2/2026 60,540 59,948 60,540 1.36
+Added: RWL Holdings, LLC (4)(7)(10) SOFR + 5.75% 6.50% 12/31/2028 24,315 23,768 23,764 0.53
+Added: SEKO Global Logistics Network, LLC (4)(5)(11) E + 5.00% 6.00% 12/30/2026 € 1,863 2,128 2,118 0.05
+Added: SEKO Global Logistics Network, LLC (4)(5)(7)(11) L + 5.00% 6.00% 12/30/2026 5,064 4,985 5,052 0.11
505,775 511,746 11.50
Building Products
+Added: Fencing Supply Group Acquisition, LLC (4)(5)(11) L + 6.00% 7.00% 2/26/2027 52,717 52,010 52,453 1.18
Jacuzzi Brands, LLC (4)(11) L + 6.50% 7.50% 2/25/2025 94,817 93,867 94,817 2.13
+Added: L&S Mechanical Acquisition, LLC (4)(5)(7)(10) L + 5.75% 6.50% 9/1/2027 12,755 12,514 12,500 0.28
Latham Pool Products, Inc.
1 unchanged sentence
Lindstrom, LLC (4)(11) L + 6.25% 7.25% 4/7/2025 122,220 120,954 122,220 2.75
−Removed: 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)(11) L + 6.50% 7.50% 12/29/2026 55,418 54,488 55,418 1.25
−Removed: Windows Acquisition Holdings, Inc.
−Removed: - Revolving Term Loan (4)(5)(7)(9) L + 6.50% 7.50% 12/29/2025 4,620 4,620 4,620 0.14
395,281 399,969 9.00
−Removed: Capital Markets
−Removed: Advisor Group Holdings, Inc.
−Removed: (8) L + 5.00% 5.15% 7/31/2026 6,430 5,981 6,390 0.20
−Removed: DCG Acquisition Corp.
−Removed: (4)(7)(9) L + 7.50% 8.50% 9/30/2026 39,800 38,886 39,402 1.21
−Removed: 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
−Removed: 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% 6.13% 7/31/2025 24,177 23,457 23,585 0.53
−Removed: USALCO, LLC (4)(7)(10) L + 7.25% 8.50% 6/1/2026 166,751 162,734 168,553 5.16
−Removed: USALCO, LLC (4)(9) L + 6.50% 7.50% 6/1/2026 35,693 34,979 34,979 1.07
VDM Buyer, Inc.
7 unchanged sentences
(in thousands)
−Removed: Investments—non-controlled/non-affiliated (1) Reference Rate
+Added: Investments (1) Reference Rate
and Spread Interest Rate (2) Maturity
4 unchanged sentences
Commercial Services & Supplies
−Removed: Veregy Consolidated, Inc.
+Added: Bazaarvoice, Inc.
(4)(7)(8) L + 5.75% 5.85% 5/7/2028 208,736 208,736 208,736 4.69
+Added: Java Buyer, Inc.
+Added: (4)(7)(10) L + 5.75% 6.50% 12/15/2027 4,019 3,891 3,891 0.09
JSS Holdings, Inc.
(4)(10) L + 6.00% 6.75% 12/17/2028 5,000 4,925 4,963 0.11
+Added: JSS Holdings, Inc.
+Added: (4)(11) L + 6.25% 7.25% 12/17/2028 288,815 285,148 286,649 6.45
+Added: Knowledge Pro Buyer, Inc.
+Added: (4)(7)(10) L + 5.75% 6.50% 12/10/2027 5,248 5,107 5,106 0.11
+Added: KPSKY Acquisition, Inc.
+Added: (4)(7)(10) L + 5.50% 6.25% 10/19/2028 21,914 21,477 21,476 0.48
The Action Environmental Group, Inc.
(4)(7)(12) L + 6.00% 7.25% 1/16/2026 117,131 114,946 113,473 2.55
+Added: Veregy Consolidated, Inc.
+Added: (11) L + 6.00% 7.00% 11/2/2027 21,099 20,610 21,152 0.48
664,839 665,444 14.96
Construction & Engineering
−Removed: Brand Industrial Services, Inc.
−Removed: (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)(11) L + 5.00% 6.00% 12/31/2027 22,386 21,802 22,147 0.50
−Removed: IEA Energy Services, LLC (8) L + 6.75% 7.00% 9/25/2024 30,517 29,556 30,466 0.93
−Removed: 52,355 53,654 1.64
+Added: Containers & Packaging
+Added: Ascend Buyer, LLC (4)(7)(10) L + 5.75% 6.50% 9/30/2028 19,400 18,995 18,980 0.43
+Added: BP Purchaser, LLC (4)(10) L + 5.50% 6.25% 12/10/2028 7,388 7,241 7,240 0.16
Bution Holdco 2, Inc.
1 unchanged sentence
Dana Kepner Company, LLC (4)(11) L + 6.25% 7.25% 12/29/2026 63,945 62,880 64,104 1.44
−Removed: EIS Buyer, LLC (4)(11) L + 6.25% 7.75% 9/30/2025 81,984 80,687 79,524 2.43
−Removed: Fastlane Parent Company, Inc.
+Added: Genuine Cable Group, LLC (4)(7)(10) L + 5.75% 6.50% 11/2/2026 143,539 140,399 140,654 3.16
+Added: Marcone Yellowstone Buyer, Inc.
(7)(10) L + 5.50% 6.25% 12/23/2028 5,000 4,884 4,884 0.11
−Removed: PSS Industrial Group Corp.
+Added: NDC Acquisition Corp.
(4)(7)(11) L + 5.75% 6.75% 3/9/2027 13,699 13,373 13,562 0.30
−Removed: 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
+Added: NDC Acquisition Corp.
+Added: (4)(5)(7)(11) - Revolving Term Loan L + 5.75% 6.75% 3/9/2027 214 133 180 0.00
Tailwind Colony Holding Corporation (4)(7)(11) L + 7.50% 8.50% 11/13/2024 39,408 39,028 38,619 0.87
1 unchanged sentence
434,969 437,605 9.82
+Added: Diversified Consumer Services
+Added: Cambium Learning Group, Inc.
+Added: (4)(7)(10) L + 5.50% 6.25% 7/20/2028 315,160 312,049 315,160 7.09
+Added: Dreambox Learning Holding, LLC (4)(10) L + 6.25% 7.00% 12/1/2027 7,087 6,937 6,945 0.16
+Added: Go Car Wash Management Corp.
+Added: (4)(7)(11) L + 5.75% 6.75% 12/31/2026 11,073 10,697 10,686 0.24
+Added: 329,683 332,791 7.49
Diversified Financial Services
+Added: Barbri Holdings, Inc.
+Added: (4)(10) L + 5.75% 6.50% 4/30/2028 60,563 59,349 59,957 1.35
SelectQuote, Inc.
(4)(7)(10) L + 5.00% 5.75% 11/5/2024 75,780 74,223 75,539 1.70
+Added: 133,572 135,496 3.05
+Added: Diversified Telecommunication Services
+Added: Point Broadband Acquisition, LLC (4)(7)(11) L + 6.00% 7.00% 10/1/2028 87,231 84,655 84,559 1.90
+Added: Electric Utilities
+Added: Qualus Power Services Corp.
+Added: (4)(7)(11) L + 5.50% 6.50% 3/26/2027 32,126 31,352 31,745 0.71
+Added: Blackstone Secured Lending Fund
+Added: Consolidated Schedule of Investments
+Added: December 31, 2021
+Added: (in thousands)
+Added: Investments (1) Reference Rate
+Added: and Spread Interest Rate (2) Maturity
+Added: Amount/Units Cost (3) Fair
+Added: Value Percentage
+Added: of Net Assets
+Added: First Lien Debt (continued)
Electrical Equipment
+Added: Emergency Power Holdings, LLC (4)(5)(7)(11) L + 5.50% 6.50% 8/17/2028 65,000 63,593 63,513 1.43
+Added: Radwell International, LLC (4)(6)(7)(10) L + 5.50% 6.25% 7/13/2027 116,011 115,547 115,620 2.60
Shoals Holdings, LLC (4)(11) L + 3.25% 4.25% 11/25/2026 84,359 82,607 84,781 1.91
+Added: 261,747 263,914 5.94
Electronic Equipment, Instruments & Components
Albireo Energy, LLC (4)(5)(7)(11) L + 6.00% 7.00% 12/23/2026 110,153 108,127 108,195 2.43
−Removed: Convergeone Holdings, Inc.
−Removed: (8) L + 5.00% 5.15% 1/4/2026 14,617 14,187 13,849 0.42
−Removed: 123,098 122,748 3.76
Energy Equipment & Services
−Removed: Abaco Energy Technologies, LLC (4)(11) L + 7.00% 8.50% 10/4/2024 58,246 56,934 53,877 1.65
+Added: Abaco Energy Technologies, LLC (4)(11) L + 7.50% (incl.
+Added: 1.00% PIK) 8.50% 10/4/2024 48,391 47,597 47,544 1.07
Tetra Technologies, Inc.
2 unchanged sentences
Health Care Equipment & Supplies
−Removed: Lifescan Global Corporation (8) L + 6.00% 6.23% 10/1/2024 5,797 5,633 5,537 0.17
−Removed: Surgical Specialties Corp (US) Inc.
−Removed: (4)(6)(8) L + 5.00% 5.25% 5/7/2025 32,998 32,036 32,997 1.01
+Added: CPI Buyer, LLC (4)(7)(10) L + 5.50% 6.25% 11/1/2028 29,500 28,777 28,767 0.65
+Added: GCX Corporation Buyer, LLC (4)(5)(7)(10) L + 5.50% 6.25% 9/13/2027 21,945 21,453 21,431 0.48
50,230 50,198 1.13
+Added: Health Care Providers & Services
+Added: ACI Group Holdings, Inc.
+Added: (4)(5)(7)(10) L + 5.50% 6.25% 8/2/2028 109,290 106,643 107,682 2.42
+Added: ADCS Clinics Intermediate Holdings, LLC (4)(7)(11) L + 6.25% 7.25% 5/7/2027 8,247 8,069 8,129 0.18
+Added: Canadian Hospital Specialties Ltd.
+Added: (4)(5)(6)(7)(11) L + 4.50% 5.50% 4/14/2028 C$ 27,052 21,291 21,430 0.48
+Added: Canadian Hospital Specialties Ltd.
+Added: (4)(5)(6)(7)(11) - Revolving Term Loan C + 5.25% 6.25% 4/14/2028 C$ 547 399 388 0.01
+Added: CCBlue Bidco, Inc.
+Added: (4)(7)(10) L + 6.25% (incl.
+Added: 2.75% PIK) 7.00% 12/21/2028 9,728 9,515 9,514 0.21
+Added: Cross Country Healthcare, Inc.
+Added: (4)(10) L + 5.75% 6.50% 6/8/2027 29,545 29,010 29,250 0.66
+Added: DCA Investment Holdings, LLC (4)(7)(10) L + 6.25% 7.00% 3/12/2027 24,471 24,128 24,203 0.54
+Added: Epoch Acquisition, Inc.
+Added: (4)(11) L + 6.75% 7.75% 10/4/2024 24,560 24,404 24,560 0.55
+Added: Healthcomp Holding Company, LLC (4)(5)(7)(11) L + 5.75% 6.75% 10/27/2026 105,078 102,655 105,078 2.36
+Added: Jayhawk Buyer, LLC (4)(11) L + 5.00% 6.00% 10/15/2026 154,227 151,312 152,685 3.43
+Added: Navigator Acquiror, Inc.
+Added: (4)(7)(9) L + 5.75% 6.25% 7/16/2027 201,924 200,061 200,915 4.52
+Added: Odyssey Holding Company, LLC (4)(11) L + 5.75% 6.75% 11/16/2025 20,489 20,274 20,489 0.46
+Added: Onex Baltimore Buyer, Inc.
+Added: (4)(7)(10) L + 5.75% 6.50% 12/1/2027 28,977 28,368 28,364 0.64
+Added: Smile Doctors, LLC (4)(7)(10) L + 5.75% 6.50% 12/1/2028 9,449 9,221 9,233 0.21
+Added: Snoopy Bidco, Inc.
+Added: (4)(7)(10) L + 6.00% 6.75% 6/1/2028 264,000 255,148 258,750 5.82
+Added: SpecialtyCare, Inc.
+Added: (4)(5)(7)(11) L + 5.75% 6.75% 6/18/2028 12,225 11,844 11,975 0.27
+Added: Stepping Stones Healthcare Services, LLC (4)(7)(10) L + 5.75% 6.50% 1/2/2029 2,188 2,129 2,129 0.05
+Added: The GI Alliance Management, LLC (4)(11) L + 6.25% 7.25% 11/4/2024 272,257 267,352 270,216 6.08
+Added: US Oral Surgery Management Holdco, LLC (4)(7)(10) L + 5.50% 6.25% 11/18/2027 32,982 32,152 32,238 0.72
Blackstone Secured Lending Fund
2 unchanged sentences
(in thousands)
−Removed: Investments—non-controlled/non-affiliated (1) Reference Rate
+Added: Investments (1) Reference Rate
and Spread Interest Rate (2) Maturity
3 unchanged sentences
First Lien Debt (continued)
−Removed: Health Care Providers & Services
−Removed: Epoch Acquisition, Inc.
+Added: Health Care Providers & Services (continued)
+Added: WHCG Purchaser III, Inc.
(4)(5)(7)(10) L + 5.75% 6.50% 6/22/2028 46,608 45,438 45,352 1.02
−Removed: Healthcomp Holding Company, LLC (4)(5)(7)(9) L + 6.00% 7.00% 10/27/2026 87,300 84,901 84,827 2.60
−Removed: Jayhawk Buyer, LLC (4)(7)(9) L + 5.75% 6.75% 10/15/2026 107,884 105,283 105,187 3.22
−Removed: Monroe Capital Holdings, LLC (4)(7)(9) L + 6.75% 7.75% 9/8/2026 107,359 105,317 106,286 3.25
−Removed: Odyssey Holding Company, LLC (4)(9) L + 5.75% 6.75% 11/16/2025 18,898 18,680 18,898 0.58
−Removed: The GI Alliance Management, LLC (4)(7)(9) L + 6.25% 7.25% 11/4/2024 189,409 184,953 180,127 5.51
1,349,412 1,362,579 30.63
2 unchanged sentences
(4)(11) L + 7.00% 8.00% 9/21/2026 221,397 217,041 228,039 5.13
−Removed: Project Ruby Ultimate Parent Corp (4)(9) L + 4.25% 5.25% 2/9/2024 30,000 29,550 30,075 0.92
+Added: Edifecs, Inc.
+Added: (4)(10) L + 5.50% 6.25% 9/21/2026 13,703 13,437 13,428 0.30
+Added: GI Ranger Intermediate, LLC (4)(7)(10) L + 6.00% 6.75% 10/29/2028 13,080 12,782 12,774 0.29
+Added: NMC Crimson Holdings, Inc.
+Added: (4)(7)(10) L + 6.00% 6.75% 3/1/2028 71,173 68,879 69,279 1.56
+Added: Project Ruby Ultimate Parent Corp.
+Added: (10) L + 3.25% 4.00% 3/3/2028 8,547 8,509 8,549 0.19
320,649 332,069 7.47
−Removed: Hotels, Restaurants & Leisure
−Removed: Excel Fitness Holdings, Inc (9) L + 5.25% 6.25% 10/7/2025 46,588 44,918 42,939 1.31
−Removed: Industrial Conglomerates
−Removed: Tailwind Smith Cooper Intermediate Corporation (8) L + 5.00% 5.15% 5/28/2026 30,682 29,746 29,190 0.89
+Added: Alera Group, Inc.
+Added: (4)(7)(10) L + 5.50% 6.25% 9/30/2028 3,713 3,678 3,676 0.08
+Added: Benefytt Technologies, Inc.
+Added: (4)(7)(10) L + 6.00% 6.75% 8/12/2027 10,500 10,276 10,260 0.23
+Added: Foundation Risk Partners Corp.
+Added: (4)(7)(10) L + 5.75% 6.50% 10/29/2028 24,286 23,881 23,891 0.54
+Added: Galway Borrower, LLC (4)(5)(7)(10) L + 5.25% 6.00% 9/24/2028 24,059 22,882 22,993 0.52
+Added: High Street Buyer, Inc.
+Added: (4)(5)(7)(10) L + 6.00% 6.75% 4/14/2028 49,854 48,869 48,741 1.10
Integrity Marketing Acquisition, LLC (4)(5)(7)(10) L + 5.50% 6.25% 8/27/2025 113,724 112,245 113,109 2.54
+Added: Integrity Marketing Acquisition, LLC (4)(5)(11) L + 5.75% 6.75% 8/27/2025 19,879 19,640 19,829 0.45
+Added: Jones Deslauriers Insurance Management, Inc.
+Added: (5)(6)(7)(10) C + 4.25% 5.00% 3/28/2028 C$ 68,239 53,248 53,799 1.21
+Added: PGIS Intermediate Holdings, LLC (4)(5)(7)(10) L + 5.50% 6.25% 10/14/2028 3,373 3,288 3,290 0.07
SG Acquisition, Inc.
(4)(9) L + 5.00% 5.50% 1/27/2027 110,586 109,152 110,309 2.48
+Added: Tennessee Bidco Limited (4)(5)(6)(8) L + 7.00% 7.15% 8/3/2028 63,529 61,854 61,623 1.39
+Added: Tennessee Bidco Limited (4)(5)(6)(7)(8) S + 7.00% 7.05% 8/3/2028 £ 25,848 33,898 33,663 0.76
+Added: Westland Insurance Group LTD (4)(5)(6)(11) L + 7.00% 8.00% 1/5/2027 42,483 39,257 41,315 0.93
+Added: Westland Insurance Group LTD (4)(5)(6)(7)(11) C + 7.00% 8.00% 1/5/2027 C$ 96,704 68,874 74,348 1.67
611,042 620,848 13.97
2 unchanged sentences
Internet & Direct Marketing Retail
−Removed: Shutterfly, Inc.
(4)(11) L + 6.00% 7.00% 12/29/2026 325,760 320,336 324,131 7.29
+Added: AI Altius Bidco, Inc.
(4)(5)(7)(10) L + 5.50% 6.25% 12/13/2028 6,218 6,074 6,060 0.14
−Removed: 398,405 400,294 12.25
−Removed: Ahead Data Blue, LLC (9) L + 5.00% 6.00% 10/13/2027 13,207 12,180 13,025 0.40
−Removed: Park Place Technologies, LLC (9) L + 5.00% 6.00% 11/10/2027 45,000 43,232 43,350 1.33
−Removed: 55,412 56,375 1.73
−Removed: Apex Tool Group, LLC (10) L + 5.25% 6.50% 8/1/2024 53,301 52,194 52,845 1.62
−Removed: Oil, Gas & Consumable Fuels
−Removed: Eagle Midstream Canada Finance, Inc (4)(6)(11) L + 6.25% 7.75% 11/26/2024 150,862 149,099 148,599 4.55
−Removed: Paper & Forest Products
−Removed: Pixelle Specialty Solutions, LLC (9) L + 6.50% 7.50% 10/31/2024 14,380 14,146 14,373 0.44
−Removed: Personal Products
−Removed: Paula's Choice Holdings, Inc.
+Added: Inovalon Holdings, Inc.
(4)(7)(10) L + 5.75% 6.50% 11/24/2028 103,533 100,841 100,806 2.27
+Added: Razor Holdco, LLC (4)(10) L + 5.75% 6.50% 10/25/2027 47,800 46,874 46,844 1.05
+Added: Red River Technology, LLC (4)(7)(11) L + 6.00% 7.00% 5/26/2027 81,604 80,264 78,951 1.78
+Added: Turing Holdco, Inc.
+Added: (4)(5)(6)(8) L + 6.00% 6.13% 8/3/2028 8,437 8,192 8,184 0.18
+Added: Turing Holdco, Inc.
+Added: (4)(5)(6)(7)(8) L + 6.00% 6.00% 8/3/2028 € 10,880 12,062 11,860 0.27
+Added: 254,306 252,705 5.69
Blackstone Secured Lending Fund
2 unchanged sentences
(in thousands)
−Removed: Investments—non-controlled/non-affiliated (1) Reference Rate
+Added: Investments (1) Reference Rate
and Spread Interest Rate (2) Maturity
3 unchanged sentences
First Lien Debt (continued)
+Added: MHE Intermediate Holdings, LLC (4)(5)(7)(11) L + 5.75% 6.75% 7/21/2027 3,304 3,236 3,233 0.07
+Added: Armada Parent, Inc.
+Added: (4)(7)(10) L + 5.75% 6.50% 10/29/2027 25,250 24,682 24,665 0.55
+Added: Oil, Gas & Consumable Fuels
+Added: Eagle Midstream Canada Finance, Inc.
+Added: (4)(6)(13) L + 6.25% 7.75% 11/26/2024 150,862 149,549 150,862 3.39
+Added: Paper & Forest Products
+Added: Profile Products, LLC (4)(7)(10) L + 5.50% 6.25% 11/12/2027 6,075 5,925 5,922 0.13
Professional Services
−Removed: APFS Staffing Holdings, Inc.
+Added: ALKU, LLC (4)(10) L + 5.25% 6.00% 3/1/2028 79,643 78,914 79,245 1.78
+Added: ASP Endeavor Acquisition, LLC (4)(5)(9) L + 6.50% 7.00% 5/3/2027 13,905 13,625 13,766 0.31
+Added: BPPH2 Limited (4)(5)(6)(8) L + 6.75% 6.92% 3/2/2028 £ 26,300 35,487 35,978 0.81
+Added: CFGI Holdings, LLC (4)(7)(10) L + 5.25% 6.00% 11/1/2027 7,675 7,494 7,489 0.17
+Added: Clearview Buyer, Inc.
(4)(5)(7)(10) L + 5.25% 6.00% 8/26/2027 17,339 16,969 16,947 0.38
−Removed: GI Revelation Acquisition LLC (8) L + 5.00% 5.15% 4/16/2025 32,163 29,987 31,681 0.97
−Removed: Minotaur Acquisition, Inc.
+Added: Guidehouse, Inc.
(4)(5)(7)(10) L + 5.50% 6.25% 10/16/2028 346,154 342,793 342,692 7.71
+Added: HIG Orca Acquisition Holdings, Inc.
+Added: (4)(5)(7)(11) L + 6.00% 7.00% 8/17/2027 33,523 32,833 32,761 0.74
+Added: IG Investments Holdings, LLC (4)(5)(7)(10) L + 6.00% 6.75% 9/22/2028 47,676 46,726 47,375 1.07
+Added: Kaufman Hall & Associates, LLC (4)(7)(10) L + 5.50% 6.25% 12/14/2028 19,500 19,063 19,060 0.43
+Added: Material Holdings, LLC (4)(5)(7)(10) L + 5.75% 6.50% 8/19/2027 27,416 26,873 26,838 0.60
+Added: Sherlock Buyer Corp.
+Added: (4)(7)(8) L + 5.75% 5.75% 12/8/2028 8,638 8,417 8,415 0.19
Titan Investment Company, Inc.
(4)(5)(8) L + 5.75% 5.96% 3/20/2027 42,460 40,729 42,672 0.96
−Removed: VT Topco, Inc.
+Added: Trinity Air Consultants Holdings Corp.
(4)(7)(10) L + 5.25% 6.00% 6/29/2027 69,311 67,797 67,656 1.52
+Added: Trinity Partners Holdings, LLC (4)(7)(10) L + 5.75% 6.50% 12/21/2028 4,658 4,551 4,551 0.10
+Added: West Monroe Partners, LLC (4)(7)(10) L + 5.50% 6.25% 11/8/2028 15,009 14,715 14,709 0.33
756,987 760,154 17.10
−Removed: LD Intermediate Holdings, Inc.
+Added: Real Estate Management & Development
+Added: Cumming Group, Inc.
(4)(7)(11) L + 6.00% 7.00% 5/26/2027 55,072 53,548 54,820 1.23
+Added: Progress Residential PM Holdings, LLC (4)(7)(10) L + 6.25% 7.00% 2/16/2028 70,324 68,756 71,027 1.60
+Added: 122,304 125,846 2.83
+Added: Gruden Acquisition, Inc.
+Added: (4)(5)(7)(11) L + 5.25% 6.25% 7/1/2028 26,198 25,482 25,429 0.57
+Added: Blackstone Secured Lending Fund
+Added: Consolidated Schedule of Investments
+Added: December 31, 2021
+Added: (in thousands)
+Added: Investments (1) Reference Rate
+Added: and Spread Interest Rate (2) Maturity
+Added: Amount/Units Cost (3) Fair
+Added: Value Percentage
+Added: of Net Assets
+Added: First Lien Debt (continued)
+Added: AxiomSL Group, Inc.
+Added: (4)(7)(11) L + 6.00% 7.00% 12/3/2027 42,545 41,669 41,571 0.93
+Added: Connatix Buyer, Inc.
+Added: (4)(5)(7)(10) L + 6.00% 6.75% 7/14/2027 37,718 36,822 36,746 0.83
+Added: Diligent Corporation (4)(11) L + 5.75% 6.75% 8/4/2025 59,550 58,861 59,103 1.33
+Added: Episerver, Inc.
+Added: (4)(5)(7)(11) L + 5.50% 6.50% 4/9/2026 9,742 9,587 9,565 0.22
+Added: Experity, Inc.
+Added: (4)(5)(7)(10) L + 5.50% 6.25% 7/22/2027 8,527 8,352 8,338 0.19
+Added: GovernmentJobs.com, Inc.
+Added: (4)(7)(10) L + 5.50% 6.25% 12/1/2028 5,000 4,866 4,865 0.11
+Added: GraphPAD Software, LLC (4)(7)(11) L + 5.50% 6.50% 4/27/2027 26,853 26,453 26,488 0.60
+Added: LD Lower Holdings, Inc.
+Added: (4)(7)(11) L + 6.50% 7.50% 2/8/2026 93,400 91,866 92,466 2.08
+Added: Mandolin Technology Intermediate Holdings, Inc.
+Added: (4)(5)(7)(9) L + 3.75% 4.25% 7/6/2028 8,700 8,566 8,558 0.19
+Added: Medallia, Inc.
+Added: (4)(10) L + 6.75% PIK 7.50% 10/29/2028 296,542 290,819 290,611 6.53
+Added: Monk Holding Co.
+Added: (4)(7)(10) L + 5.75% 6.50% 12/1/2027 4,889 4,743 4,744 0.11
MRI Software, LLC (5)(7)(11) L + 5.50% 6.50% 2/10/2026 28,117 27,946 28,094 0.63
−Removed: PaySimple, Inc.
+Added: Nintex Topco Limited (4)(6)(10) L + 5.75% 6.50% 11/13/2028 34,475 33,799 33,786 0.76
+Added: Relativity ODA, LLC (4)(7)(11) L + 7.50% PIK 8.50% 5/12/2027 19,323 18,842 18,984 0.43
+Added: Relay Purchaser, LLC (4)(5)(7)(10) L + 6.00% 6.75% 8/30/2028 50,000 48,982 49,304 1.11
+Added: Spitfire Parent, Inc.
(4)(5)(11) L + 5.50% 6.50% 3/11/2027 € 10,448 12,406 11,762 0.26
−Removed: Vero Parent, Inc.
+Added: Spitfire Parent, Inc.
(4)(7)(11) L + 5.50% 6.50% 3/11/2027 70,933 69,574 70,131 1.58
+Added: Stamps.com, Inc.
+Added: (4)(10) L + 5.75% 6.50% 10/5/2028 290,278 284,671 284,473 6.40
+Added: The NPD Group L.P.
+Added: (4)(7)(10) L + 6.00% 6.75% 11/9/2028 122,600 119,670 119,633 2.69
+Added: Triple Lift, Inc.
+Added: (4)(7)(10) L + 5.75% 6.50% 5/6/2028 48,755 47,732 48,114 1.08
1,246,226 1,247,334 28.06
1 unchanged sentence
CustomInk, LLC (4)(11) L + 6.21% 7.21% 5/3/2026 163,594 161,686 161,549 3.63
−Removed: Spencer Spirit Holdings, Inc.
−Removed: (8) L + 6.00% 6.15% 6/19/2026 45,037 42,941 44,896 1.38
−Removed: 174,080 175,026 5.36
Technology Hardware, Storage & Peripherals
−Removed: Deliver Buyer, Inc.
(4)(11) L + 6.75% 7.75% 2/28/2026 85,320 84,355 84,893 1.91
−Removed: Electronics For Imaging, Inc.
−Removed: (8) L + 5.00% 5.15% 7/23/2026 34,650 32,723 29,788 0.90
−Removed: (4)(7)(9) L + 6.00% 7.00% 2/28/2026 69,313 68,327 69,146 2.12
−Removed: 149,614 149,121 4.56
Trading Companies & Distributors
+Added: Porcelain Acquisition Corp.
+Added: (4)(7)(11) L + 6.00% 7.00% 4/30/2027 47,556 45,729 45,822 1.03
The Cook & Boardman Group, LLC (11) L + 5.75% 6.75% 10/17/2025 49,712 49,421 48,494 1.09
+Added: 95,150 94,316 2.12
+Added: Blackstone Secured Lending Fund
+Added: Consolidated Schedule of Investments
+Added: December 31, 2021
+Added: (in thousands)
+Added: Investments (1) Reference Rate
+Added: and Spread Interest Rate (2) Maturity
+Added: Amount/Units Cost (3) Fair
+Added: Value Percentage
+Added: of Net Assets
+Added: First Lien Debt (continued)
Transportation Infrastructure
Capstone Logistics, LLC (7)(11) L + 4.75% 5.75% 11/12/2027 5,615 5,575 5,628 0.13
+Added: Frontline Road Safety, LLC (4)(7)(10) L + 5.75% 6.50% 5/3/2027 91,070 89,451 87,970 1.98
+Added: Helix TS, LLC (4)(7)(10) L + 5.75% 6.50% 8/4/2027 36,193 35,514 35,469 0.80
+Added: Roadsafe Holdings, Inc.
+Added: (4)(7)(11) L + 5.75% 6.75% 10/19/2027 43,200 42,356 42,697 0.96
+Added: Safety Borrower Holdings LP (4)(5)(7)(11) L + 5.75% 6.75% 9/1/2027 4,195 4,147 4,145 0.09
+Added: Sam Holding Co, Inc.
+Added: (4)(7)(11) L + 5.50% 6.50% 9/24/2027 38,305 37,372 37,323 0.84
Spireon, Inc.
(4)(11) L + 6.50% 7.50% 10/4/2024 22,733 22,601 22,733 0.51
+Added: TRP Infrastructure Services, LLC (4)(7)(11) L + 5.50% 6.50% 7/9/2027 39,684 38,889 38,820 0.87
275,905 274,783 6.18
4 unchanged sentences
(4)(5)(11) L + 8.75% 9.75% 12/31/2028 $ 7,517 $ 7,369 $ 7,517 0.17 %
−Removed: Health Care Technology
−Removed: Project Ruby Ultimate Parent Corp (4)(5)(9) L + 8.25% 9.25% 2/10/2025 17,900 17,542 18,079 0.55
−Removed: WEB.COM Group, Inc.
−Removed: (8) L + 7.75% 7.90% 10/9/2026 15,098 14,485 14,488 0.45
−Removed: Epicor Software Corp.
+Added: Health Care Providers & Services
+Added: Canadian Hospital Specialties Ltd.
+Added: (4)(5)(6)(8) 8.75% 8.75% 4/15/2029 C$ 10,533 8,274 8,318 0.19
+Added: Jayhawk Buyer, LLC (4)(11) L + 8.75% 9.75% 10/15/2027 5,183 5,089 5,118 0.12
+Added: 13,363 13,437 0.31
+Added: Industrial Conglomerates
+Added: Victory Buyer, LLC (4)(9) L + 7.00% 7.50% 11/19/2028 9,619 9,523 9,523 0.21
+Added: Jones Deslauriers Insurance Management, Inc.
+Added: (5)(6)(7)(9) C + 7.50% 8.00% 3/26/2029 C$ 25,495 19,778 20,295 0.46
+Added: Inovalon Holdings, Inc.
+Added: (4)(5)(10) L + 10.50% PIK 11.25% 11/24/2033 9,182 8,909 8,907 0.20
+Added: Mandolin Technology Intermediate Holdings, Inc.
(4)(5)(9) L + 6.50% 7.00% 7/6/2029 3,550 3,503 3,497 0.08
Total Second Lien Debt $ 62,445 $ 63,175 1.43 %
+Added: Mermaid EquityCo L.P.
+Added: - Class B Units (4) $ 4,551 $ 865 $ 7,645 0.17 %
+Added: Total Warrants $ 865 $ 7,645 0.17 %
+Added: Aerospace & Defense
+Added: Corfin Holdco, Inc.
+Added: - Common Stock (4) 2,137,866 $ 4,767 $ 9,535 0.21 %
Blackstone Secured Lending Fund
2 unchanged sentences
(in thousands)
−Removed: Investments—non-controlled/non-affiliated (1) Reference Rate
+Added: Investments (1) Reference Rate
and Spread Interest Rate (2) Maturity
2 unchanged sentences
of Net Assets
−Removed: Mermaid EquityCo L.P.
−Removed: - Class B Units (4) 4,550,697 $ 865 $ 865 0.03 %
−Removed: Total Warrants $ 865 $ 865 0.03 %
−Removed: Aerospace & Defense
−Removed: Corfin Holdco, Inc.
−Removed: - Common Stock (4) 2,137,866 $ 4,767 $ 4,767 0.15 %
+Added: Equity (continued)
Air Freight & Logistics
+Added: AGI Group Holdings LP - A2 Units (4) 902 902 971 0.02
Mode Holdings, L.P.
- Class A-2 Common Units (4) 5,486,923 5,487 9,876 0.22
+Added: 6,389 10,847 0.24
+Added: Box Co-Invest Blocker, LLC (4) 702,305 702 702 0.02
EIS Acquisition Holdings, LP - Class A Common Units (4) 6,292 3,358 6,764 0.15
−Removed: Mermaid EquityCo L.P.
+Added: 4,061 7,466 0.17
+Added: Diversified Consumer Services
+Added: Cambium Holdings, LLC - Senior Preferred Interests (4) 12,511,857 12,315 14,480 0.33
+Added: Deneb Ultimate Topco, LLC - Class A Units (4) 213 213 213 0.00
+Added: 12,528 14,693 0.33
+Added: Diversified Telecommunication Services
+Added: Point Broadband Holdings, LLC - Class A Units (4) 6,930 5,877 5,877 0.13
+Added: Point Broadband Holdings, LLC - Class B Units (4) 369,255 1,053 1,052 0.02
+Added: 6,930 6,930 0.15
+Added: Health Care Equipment & Supplies
+Added: GCX Corporation Group Holdings, L.P.
+Added: - Class A-2 Units (4) 500 500 500 0.01
+Added: Health Care Providers & Services
+Added: Jayhawk Holdings, LP - A-1 Common Units (4) 2,201 392 579 0.01
+Added: Jayhawk Holdings, LP - A-2 Common Units (4) 1,185 211 312 0.01
+Added: NC Ocala Co-Invest Beta, L.P.
+Added: - LP Interest (4) 2,854,133 2,854 2,854 0.06
+Added: Professional Services
+Added: Guidehouse Holding Corp.
+Added: - Preferred Equity (4) 15,440 15,133 15,789 0.36
+Added: OHCP V TC COI, LP.
+Added: - LP Interest (4) 3,500,000 3,500 3,500 0.08
+Added: 18,633 19,289 0.44
+Added: Connatix Parent, LLC - Class L Common Units (4) 42,045 462 462 0.01
+Added: Lobos Parent, Inc.
+Added: - Series A Preferred Shares (4) 1,545 1,506 1,518 0.03
+Added: Mandolin Technology Holdings, Inc.- Series A Preferred Shares (4) 3,550 3,444 3,602 0.08
+Added: Mermaid Equity Co.
- Class A-2 Common Units (4) 14,849,355 14,849 39,054 0.88
20,261 44,637 1.00
+Added: Blackstone Secured Lending Fund
+Added: Consolidated Schedule of Investments
+Added: December 31, 2021
+Added: (in thousands)
+Added: Investments (1) Reference Rate
+Added: and Spread Interest Rate (2) Maturity
+Added: Amount/Units Cost (3) Fair
+Added: Value Percentage
+Added: of Net Assets
+Added: Equity (continued)
Specialty Retail
CustomInk, LLC - Series A Preferred Units (4) 384,520 5,200 6,272 0.14
+Added: Transportation Infrastructure
+Added: Frontline Road Safety Investments, LLC - Class A Common Units (4) 27,536 2,909 2,628 0.06
+Added: Ncp Helix Holdings, LLC.
+Added: - Preferred Shares (4) 369 372 397 0.01
+Added: 3,281 3,025 0.07
Total Equity Investments $ 86,006 $ 126,937 2.84 %
+Added: Total Investments - non-controlled/non-affiliated $ 9,712,367 $ 9,819,696 220.80 %
+Added: Investments - non-controlled/affiliated
+Added: Blackstone Donegal Holdings LP - LP Interests (Westland Insurance Group LTD) (4)(5)(6)(14) $ 32,759 $ 35,683 0.80 %
+Added: Total Equity $ 32,759 $ 35,683 0.80 %
+Added: Total Investments - non-controlled/affiliated $ 32,759 $ 35,683 0.80 %
Total Investment Portfolio $ 9,745,126 $ 9,855,379 221.59 %
Cash and Cash Equivalents
−Removed: State Street Institutional U.S.
−Removed: Government Money Market Fund $ 29,427 $ 29,427 0.90 %
Other Cash and Cash Equivalents $ 102,879 $ 102,879 2.31 %
−Removed: Total Cash and Cash Equivalents $ 217,993 $ 217,993 6.67 %
Total Portfolio Investments, Cash and Cash Equivalents $ 9,848,004 $ 9,958,258 223.90 %
3 unchanged sentences
Certain portfolio company investments are subject to contractual restrictions on sales.
−Removed: 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.
−Removed: As of December 31, 2020, the Company does not “control” any of these portfolio companies.
−Removed: 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.
−Removed: 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
−Removed: (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.
+Added: (2) Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”), Canadian Dollar Offered Rate (“CDOR” or “C”), Sterling Overnight Interbank Average Rate (“SONIA” or “S”), Euro Interbank Offer Rate (“Euribor” or “E”), Secured Overnight Financing Rate (“SOFR"), or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S.
Prime Rate (“P”)), which generally resets periodically.
For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2021.
−Removed: As of December 31, 2020, the reference rates for our variable rate loans were the 30-day L at 0.14%, the 90-day L at 0.24% and the 180-day L at 0.26% and P at 3.25%.
−Removed: Variable rate loans typically include an interest reference rate floor feature, which is generally 1.00%.
+Added: Variable rate loans typically include an interest reference rate floor feature.
As of December 31, 2021, 93.9% of the debt portfolio at fair value had an interest rate floor above zero.
4 unchanged sentences
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.
+Added: Any other debt investments listed above are pledged to financing facilities and are not available to satisfy the creditors of the Company.
(6) The investment is not a qualifying asset under Section 55(a) of the 1940 Act.
6 unchanged sentences
Investments—non-controlled/non-affiliated Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value
−Removed: First Lien Debt
−Removed: Albireo Energy, LLC - Delayed Draw A Delayed Draw Term Loan 2/21/2021 $ 25,404 $ (254)
−Removed: Albireo Energy, LLC - Delayed Draw B Delayed Draw Term Loan 6/23/2022 45,043 (450)
−Removed: Albireo Energy, LLC Revolver 12/23/2026 9,009 (135)
+Added: First and Second Lien Debt
+Added: ACI Group Holdings, Inc.
+Added: Delayed Draw Term Loan 8/2/2023 $ 39,937 $ —
+Added: ACI Group Holdings, Inc.
+Added: Revolver 8/2/2027 11,567 (116)
+Added: ADCS Clinics Intermediate Holdings, LLC Delayed Draw Term Loan 5/7/2023 881 —
+Added: ADCS Clinics Intermediate Holdings, LLC Revolver 5/7/2027 1,301 (26)
+Added: AI Altius Bidco, Inc.
+Added: Delayed Draw Term Loan 12/21/2023 1,302 (26)
+Added: Albireo Energy, LLC Delayed Draw Term Loan 6/23/2022 33,799 —
+Added: Alera Group, Inc.
+Added: Delayed Draw Term Loan 9/30/2028 28 —
+Added: Armada Parent, Inc.
+Added: Delayed Draw Term Loan 10/29/2023 2,500 (25)
+Added: Armada Parent, Inc.
+Added: Revolver 10/29/2027 2,750 —
+Added: Ascend Buyer, LLC Revolver 9/30/2027 1,617 —
+Added: AxiomSL Group, Inc.
+Added: Delayed Draw Term Loan 12/3/2027 2,949 (59)
+Added: AxiomSL Group, Inc.
+Added: Revolver 12/3/2025 3,221 (64)
+Added: Bazaarvoice, Inc.
+Added: Delayed Draw Term Loan 11/7/2022 32,212 —
+Added: Bazaarvoice, Inc.
+Added: Revolver 5/7/2026 28,662 —
+Added: Benefytt Technologies, Inc.
+Added: Delayed Draw Term Loan 8/12/2023 2,985 (30)
+Added: Monk Holding Co.
+Added: Delayed Draw Term Loan 8/12/2023 2,230 —
+Added: Cambium Learning Group, Inc.
+Added: Revolver 7/20/2028 43,592 —
+Added: Canadian Hospital Specialties Ltd.
+Added: Delayed Draw Term Loan 4/14/2023 5,754 —
+Added: Canadian Hospital Specialties Ltd.
+Added: Revolver 4/14/2027 2,440 —
Capstone Logistics, LLC Delayed Draw Term Loan 11/12/2027 338 —
−Removed: COP Home Services TopCo IV, Inc.
+Added: CCBlue Bidco, Inc.
Delayed Draw Term Loan 12/21/2023 1,920 —
+Added: CFGI Holdings, LLC Delayed Draw Term Loan 11/2/2027 1,200 (12)
+Added: CFGI Holdings, LLC Revolver 11/2/2027 1,050 (21)
+Added: Clearview Buyer, Inc.
+Added: Delayed Draw Term Loan 8/26/2024 3,668 —
+Added: Clearview Buyer, Inc.
+Added: Revolver 2/26/2027 449 —
+Added: Connatix Buyer, Inc.
+Added: Delayed Draw Term Loan 7/14/2023 10,900 (109)
+Added: Connatix Buyer, Inc.
+Added: Revolver 7/14/2027 5,431 —
COP Home Services TopCo IV, Inc.
Revolver 12/31/2025 1,331 —
−Removed: Dana Kepner Company, LLC Delayed Draw Term Loan 12/29/2021 29,861 —
−Removed: DCG Acquisition Corporation Delayed Draw Term Loan 6/30/2021 50,000 —
+Added: CPI Buyer, LLC Delayed Draw Term Loan 5/1/2023 8,747 —
+Added: CPI Buyer, LLC Revolver 11/1/2026 3,214 (64)
+Added: Cumming Group, Inc.
+Added: Delayed Draw Term Loan 5/26/2027 27,409 —
+Added: Cumming Group, Inc.
Revolver 5/26/2027 11,576 —
+Added: DCA Investment Holdings, LLC Delayed Draw Term Loan 3/12/2023 3,900 —
+Added: Emergency Power Holdings, LLC Delayed Draw Term Loan 8/17/2023 18,700 —
+Added: Episerver, Inc.
+Added: Revolver 4/9/2026 2,064 (31)
+Added: Experity, Inc.
+Added: Revolver 7/22/2027 948 (19)
+Added: Foundation Risk Partners Corp.
+Added: Delayed Draw Term Loan 10/29/2023 2,108 —
+Added: Foundation Risk Partners Corp.
+Added: Revolver 10/29/2027 2,382 (36)
+Added: Frontline Road Safety, LLC - A Delayed Draw Term Loan 5/3/2027 3,419 —
+Added: Frontline Road Safety, LLC - B Delayed Draw Term Loan 5/3/2022 26,351 —
+Added: Galway Borrower, LLC Delayed Draw Term Loan 9/30/2023 35,620 —
+Added: Investments—non-controlled/non-affiliated Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value
+Added: First and Second Lien Debt (continued)
+Added: Galway Borrower, LLC Revolver 9/30/2027 19,017 (380)
+Added: GCX Corporation Buyer, LLC Delayed Draw Term Loan 9/13/2023 7,500 —
+Added: Genuine Cable Group, LLC Delayed Draw Term Loan 4/1/2023 37,385 —
+Added: GI Ranger Intermediate, LLC Delayed Draw Term Loan 10/29/2023 2,000 (20)
+Added: GI Ranger Intermediate, LLC Revolver 10/29/2027 1,200 (24)
+Added: Go Car Wash Management Corp.
+Added: Delayed Draw Term Loan 8/31/2023 12,715 —
+Added: GovernmentJobs.com, Inc.
+Added: Delayed Draw Term Loan 11/30/2023 2,144 —
+Added: GovernmentJobs.com, Inc.
+Added: Revolver 11/30/2027 677 (14)
+Added: GI Consilio Parent, LLC Revolver 5/14/2026 4,200 —
+Added: GraphPAD Software, LLC Delayed Draw Term Loan 4/27/2027 6,429 (64)
+Added: GraphPAD Software, LLC Revolver 4/27/2027 2,124 —
+Added: Gruden Acquisition, Inc.
+Added: Delayed Draw Term Loan 7/1/2023 3,428 —
+Added: Gruden Acquisition, Inc.
+Added: Revolver 7/1/2026 3,000 (75)
+Added: Guidehouse, Inc.
+Added: Revolver 10/15/2027 27,395 —
Healthcomp Holding Company, LLC Delayed Draw Term Loan 4/27/2022 28,515 —
+Added: Helix TS, LLC Delayed Draw Term Loan 8/3/2023 16,420 —
+Added: HIG Orca Acquisition Holdings, Inc.
+Added: Delayed Draw Term Loan 8/17/2023 6,210 (62)
+Added: HIG Orca Acquisition Holdings, Inc.
+Added: Revolver 8/17/2027 1,481 —
+Added: High Street Buyer, Inc.
+Added: - B Delayed Draw Term Loan 4/16/2028 3,573 —
+Added: High Street Buyer, Inc.
+Added: Revolver 4/16/2027 2,254 (45)
+Added: IG Investments Holdings, LLC Revolver 9/22/2027 1,791 —
+Added: Inovalon Holdings, Inc.
+Added: Delayed Draw Term Loan 6/24/2024 11,060 (138)
Integrity Marketing Acquisition, LLC Delayed Draw Term Loan 8/27/2025 12,762 —
−Removed: Jayhawk Buyer, LLC Delayed Draw Term Loan 10/15/2021 25,173 —
+Added: Java Buyer, Inc.
Delayed Draw Term Loan 12/15/2023 2,950 —
−Removed: Monroe Capital Holdings, LLC Delayed Draw Term Loan 6/8/2022 22,269 —
−Removed: MRI Software, LLC Delayed Draw Term Loan 1/31/2022 6,055 (15)
+Added: Java Buyer, Inc.
+Added: Revolver 12/15/2027 820 (16)
+Added: Jones Deslauriers Insurance Management, Inc.
+Added: Delayed Draw Term Loan 3/28/2022 15,248 —
+Added: Jones Deslauriers Insurance Management, Inc.
+Added: (2nd Lien) Delayed Draw Term Loan 3/28/2022 2,441 —
+Added: Kaufman Hall & Associates, LLC Delayed Draw Term Loan 12/14/2023 4,960 (50)
+Added: Knowledge Pro Buyer, Inc.
+Added: Delayed Draw Term Loan 12/10/2023 2,121 —
+Added: Knowledge Pro Buyer, Inc.
+Added: Revolver 12/10/2027 784 —
+Added: KPSKY Acquisition, Inc.
+Added: Delayed Draw Term Loan 10/19/2023 1,188 —
+Added: L&S Mechanical Acquisition, LLC Delayed Draw Term Loan 9/1/2022 4,088 —
+Added: LD Lower Holdings, Inc.
+Added: Delayed Draw Term Loan 2/8/2023 15,684 —
+Added: Linquest Corp.
+Added: Delayed Draw Term Loan 1/27/2023 4,975 (50)
+Added: Mandolin Technology Intermediate Holdings, Inc.
+Added: Revolver 7/30/2026 1,200 —
+Added: Marcone Yellowstone Buyer, Inc.
+Added: Delayed Draw Term Loan 12/23/2028 1,600 —
+Added: Material Holdings, LLC Delayed Draw Term Loan 8/19/2023 3,533 —
+Added: Material Holdings, LLC Revolver 8/17/2027 1,484 —
+Added: Maverick Acquisition, Inc.
+Added: Delayed Draw Term Loan 6/1/2023 6,243 —
+Added: MHE Intermediate Holdings, LLC Delayed Draw Term Loan 7/21/2023 170 —
+Added: MHE Intermediate Holdings, LLC Revolver 7/21/2027 268 (5)
MRI Software, LLC Revolver 2/10/2026 1,516 —
−Removed: Omni Intermediate Holdings, LLC Delayed Draw Term Loan 12/30/2021 3,250 —
−Removed: Omni Intermediate Holdings, LLC Revolver 12/30/2025 514 —
−Removed: PaySimple, Inc.
+Added: Investments—non-controlled/non-affiliated Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value
+Added: First and Second Lien Debt (continued)
+Added: Navigator Acquiror, Inc.
Delayed Draw Term Loan 7/16/2023 65,988 —
+Added: NDC Acquisition Corp.
+Added: Revolver 3/9/2027 3,211 —
+Added: NMC Crimson Holdings, Inc.
+Added: Delayed Draw Term Loan 3/1/2023 31,400 (471)
+Added: Porcelain Acquisition Corp.
+Added: Delayed Draw Term Loan 4/30/2022 22,627 (665)
+Added: Progress Residential PM Holdings, LLC Delayed Draw Term Loan 2/16/2022 16,623 —
+Added: Onex Baltimore Buyer, Inc.
+Added: Delayed Draw Term Loan 12/1/2023 3,388 —
+Added: PGIS Intermediate Holdings, LLC Delayed Draw Term Loan 10/16/2028 1,297 (13)
+Added: PGIS Intermediate Holdings, LLC Revolver 10/16/2028 330 (2)
+Added: Point Broadband Acquisition, LLC Delayed Draw Term Loan 10/1/2023 39,309 (491)
+Added: Profile Products, LLC Delayed Draw Term Loan 11/12/2027 1,340 —
+Added: Profile Products, LLC Revolver 11/12/2027 893 (18)
+Added: Qualus Power Services Corp.
+Added: Delayed Draw Term Loan 3/26/2023 5,917 —
R1 Holdings, LLC Delayed Draw Term Loan 4/19/2022 8,886 —
+Added: Radwell International, LLC Delayed Draw Term Loan 7/13/2023 9,740 —
+Added: Radwell International, LLC Revolver 7/13/2027 11,458 —
+Added: Red River Technology, LLC Delayed Draw Term Loan 5/26/2023 25,880 —
+Added: Relativity ODA, LLC Revolver 5/12/2027 3,292 (49)
+Added: Relay Purchaser, LLC Revolver 8/30/2026 7,143 (71)
+Added: Roadsafe Holdings, Inc.
+Added: Delayed Draw Term Loan 10/19/2022 7,100 —
+Added: RWL Holdings, LLC Delayed Draw Term Loan 12/1/2027 6,452 (65)
+Added: Safety Borrower Holdings LP Delayed Draw Term Loan 9/1/2022 932 —
+Added: Safety Borrower Holdings LP Revolver 9/1/2027 373 (4)
+Added: Sam Holding Co, Inc.
+Added: Delayed Draw Term Loan 9/24/2023 33,600 —
+Added: Sam Holding Co, Inc.
+Added: Revolver 3/24/2027 6,000 (120)
SEKO Global Logistics Network, LLC Delayed Draw Term Loan 12/30/2022 800 (12)
SEKO Global Logistics Network, LLC Revolver 12/30/2026 600 —
+Added: SelectQuote, Inc.
+Added: Delayed Draw Term Loan 11/3/2022 16,067 —
+Added: Sherlock Buyer Corp.
+Added: Delayed Draw Term Loan 12/8/2028 2,794 (28)
+Added: Sherlock Buyer Corp.
+Added: Revolver 12/8/2027 1,111 (22)
+Added: Smile Doctors, LLC Delayed Draw Term Loan 12/21/2023 1,623 —
+Added: Smile Doctors, LLC Revolver 12/21/2027 1,174 —
+Added: Snoopy Bidco, Inc.
+Added: Delayed Draw Term Loan 6/1/2023 86,000 —
+Added: SpecialtyCare, Inc.
+Added: Delayed Draw Term Loan 6/18/2023 1,260 —
+Added: SpecialtyCare, Inc.
+Added: Revolver 6/18/2026 1,047 —
+Added: Spitfire Parent, Inc.
+Added: Delayed Draw Term Loan 9/4/2022 9,222 —
+Added: Stepping Stones Healthcare Services, LLC Delayed Draw Term Loan 12/30/2023 748 (7)
+Added: Stepping Stones Healthcare Services, LLC Revolver 12/30/2026 371 —
+Added: Tailwind Colony Holding Corporation Delayed Draw Term Loan 2/10/2022 3,752 —
TCFI AEVEX, LLC Delayed Draw Term Loan 3/18/2022 1,579 —
+Added: TCFI AEVEX, LLC Delayed Draw Term Loan 3/18/2022 30,445 (304)
+Added: Tennessee Bidco Limited - GBP Delayed Draw Term Loan 8/3/2028 34,405 —
+Added: Trinity Air Consultants Holdings Corp.
+Added: Delayed Draw Term Loan 6/29/2023 24,085 (241)
+Added: Investments—non-controlled/non-affiliated Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value
+Added: First and Second Lien Debt (continued)
+Added: Trinity Air Consultants Holdings Corp.
+Added: Revolver 6/29/2027 1,376 —
+Added: Trinity Partners Holdings, LLC Delayed Draw Term Loan 12/21/2023 1,380 (14)
+Added: Triple Lift, Inc.
+Added: Revolver 5/6/2028 7,698 (154)
+Added: TRP Infrastructure Services, LLC Delayed Draw Term Loan 1/9/2023 7,101 (71)
The Action Environmental Group, Inc.
Delayed Draw Term Loan 1/16/2026 29,158 —
−Removed: The GI Alliance Management, LLC Delayed Draw Term Loan 5/3/2022 85,236 (852)
−Removed: USALCO, LLC Delayed Draw Term Loan 6/1/2022 11,295 (282)
−Removed: Windows Acquisition Holdings, Inc.
+Added: The NPD Group L.P.
Revolver 12/1/2027 9,260 (86)
+Added: Turing Holdco, Inc.
+Added: Delayed Draw Term Loan 8/3/2028 9,318 —
+Added: US Oral Surgery Management Holdco, LLC Delayed Draw Term Loan 1/7/2022 12,338 —
+Added: US Oral Surgery Management Holdco, LLC Revolver 11/18/2027 3,233 (65)
+Added: Westland Insurance Group LTD Delayed Draw Term Loan 7/5/2022 86,743 —
+Added: West Monroe Partners, LLC Delayed Draw Term Loan 11/9/2023 3,848 —
+Added: West Monroe Partners, LLC Revolver 11/9/2027 1,443 —
+Added: WHCG Purchaser III, Inc.
+Added: Delayed Draw Term Loan 6/22/2023 20,425 —
+Added: WHCG Purchaser III, Inc.
+Added: Revolver 6/22/2026 6,723 (134)
Total First Lien Debt Unfunded Commitments $ 1,407,311 $ (4,688)
3 unchanged sentences
(11) The interest rate floor on these investments as of December 31, 2021 was 1.00%
+Added: (12) The interest rate floor on these investments as of December 31, 2021 was 1.25%.
+Added: (13) The interest rate floor on these investments as of December 31, 2021 was 1.50%
+Added: (14) Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company.
+Added: As of December 31, 2021, the Company does not “control” any of these portfolio companies.
+Added: 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.
+Added: As of December 31, 2021, the Company’s non-controlled/affiliated investments were as follows:
+Added: as of December 31, 2020 Gross Additions Gross Reductions Change in Unrealized Gains (Losses) Fair value
+Added: as of December 31, 2021 Dividend and Interest Income
+Added: Non-controlled/Affiliated Investments
+Added: Blackstone Donegal Holdings LP (Westland Insurance Group, LTD) $ — $ 32,760 $ — $ 2,923 $ 35,683 $ —
+Added: Total $ — $ 32,760 $ — $ 2,923 $ 35,683 $ —
The accompanying notes are an integral part of these consolidated financial statements.
9 unchanged sentences
First Lien Debt
−Removed: Air Freight and Logistics
+Added: Aerospace & Defense
+Added: Corfin Holdings, Inc.
+Added: (4)(9) L + 6.00% 7.00% 2/5/2026 $ 203,463 $ 200,008 $ 202,954 6.21 %
+Added: MAG DS Corp (9) L + 5.50% 6.50% 4/1/2027 87,607 79,610 83,884 2.57
+Added: TCFI AEVEX, LLC (4)(7)(9) L + 6.00% 7.00% 3/18/2026 102,020 100,089 100,868 3.09
+Added: 379,707 387,706 11.87
+Added: 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
+Added: Omni Intermediate Holdings, LLC (4)(5)(7)(9) L + 5.00% 6.00% 12/30/2026 5,000 4,875 4,875 0.15
+Added: 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
−Removed: 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)(9) L + 6.50% 7.50% 9/3/2026 95,750 94,204 96,707 2.96
+Added: Windows Acquisition Holdings, Inc.
+Added: (4)(5)(9) L + 6.50% 7.50% 12/29/2026 62,996 61,737 61,736 1.89
+Added: Windows Acquisition Holdings, Inc.
+Added: - 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
−Removed: Alchemy US Holdco 1, LLC (8) L + 5.50% 7.24% 10/10/2025 3,900 3,892 3,843 0.23
+Added: Capital Markets
+Added: Advisor Group Holdings, Inc.
+Added: (8) L + 5.00% 5.15% 7/31/2026 6,430 5,981 6,390 0.20
+Added: DCG Acquisition Corp.
+Added: (4)(7)(9) L + 7.50% 8.50% 9/30/2026 39,800 38,886 39,402 1.21
+Added: 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
+Added: 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
+Added: USALCO, LLC (4)(7)(10) L + 7.25% 8.50% 6/1/2026 166,751 162,734 168,553 5.16
+Added: 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
+Added: Blackstone Secured Lending Fund
+Added: Consolidated Schedule of Investments
+Added: December 31, 2020
+Added: (in thousands)
+Added: Investments—non-controlled/non-affiliated (1) Reference Rate
+Added: and Spread Interest Rate (2) Maturity
+Added: Amount/Units Cost (3) Fair
+Added: Value Percentage
+Added: of Net Assets
+Added: First Lien Debt (continued)
Commercial Services & Supplies
−Removed: Research Now Group, LLC (10) L + 5.50% 7.41% 12/20/2024 28,662 28,296 28,701 1.72
+Added: Veregy Consolidated, Inc.
+Added: (9) L + 6.00% 7.00% 11/3/2027 20,000 19,413 19,850 0.61
JSS Holdings, Inc.
−Removed: (4)(10) L + 6.25% (incl.
−Removed: 2.00% PIK) 7.99% 10/18/2025 237,678 234,806 234,707 14.03
+Added: (4)(9) L + 6.25% 7.25% 12/17/2027 327,174 322,295 322,266 9.86
+Added: The Action Environmental Group, Inc.
+Added: (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
+Added: Brand Industrial Services, Inc.
+Added: (9) L + 4.25% 5.25% 6/21/2024 7,884 7,317 7,706 0.24
+Added: COP Home Services TopCo IV, Inc.
+Added: (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
−Removed: Therma LLC (4)(10) 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
−Removed: Construction Supply Acquisition, LLC (4)(7)(10) L + 6.00% 7.69% 10/1/2025 135,756 132,800 134,738 8.05
−Removed: Tailwind Colony Holding Corporation (4)(10) L + 7.50% 9.44% 11/13/2024 32,081 31,703 31,439 1.88
−Removed: EIS Buyer, LLC (4)(7)(12) L + 6.25% 8.05% 9/30/2025 134,072 131,504 131,390 7.85
+Added: 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
−Removed: 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
+Added: 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
+Added: Tailwind Colony Holding Corporation (4)(9) L + 7.50% 8.50% 11/13/2024 33,045 32,698 31,971 0.98
+Added: 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
−Removed: Blackstone Secured Lending Fund
−Removed: Consolidated Schedule of Investments
−Removed: December 31, 2019
−Removed: (in thousands)
−Removed: Investments—non-controlled/non-affiliated (1)(5) Reference Rate
−Removed: and Spread Interest Rate (2) Maturity
−Removed: Amount/Units Cost (3) Fair
−Removed: Value Percentage
−Removed: of Net Assets
−Removed: 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
+Added: Electrical Equipment
+Added: 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
+Added: 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
+Added: 123,098 122,748 3.76
Energy Equipment & Services
8 unchanged sentences
37,669 38,535 1.18
+Added: Blackstone Secured Lending Fund
+Added: Consolidated Schedule of Investments
+Added: December 31, 2020
+Added: (in thousands)
+Added: Investments—non-controlled/non-affiliated (1) Reference Rate
+Added: and Spread Interest Rate (2) Maturity
+Added: Amount/Units Cost (3) Fair
+Added: Value Percentage
+Added: of Net Assets
+Added: 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
−Removed: The GI Alliance Management, LLC (4)(7)(10) L + 6.25% 8.19% 11/2/2024 109,902 107,804 108,191 6.47
+Added: Healthcomp Holding Company, LLC (4)(5)(7)(9) L + 6.00% 7.00% 10/27/2026 87,300 84,901 84,827 2.60
+Added: Jayhawk Buyer, LLC (4)(7)(9) L + 5.75% 6.75% 10/15/2026 107,884 105,283 105,187 3.22
+Added: 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
+Added: 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
−Removed: Precyse Acquisition Corporation (10) L + 4.50% 6.30% 10/20/2022 2,962 2,940 2,482 0.15
−Removed: Hotels, Restaurants & Leisure
−Removed: Excel Fitness Holdings, Inc.
+Added: Edifecs, Inc.
(4)(9) L + 7.50% 8.50% 9/21/2026 263,008 256,739 259,063 7.93
+Added: Project Ruby Ultimate Parent Corp (4)(9) L + 4.25% 5.25% 2/9/2024 30,000 29,550 30,075 0.92
+Added: 286,289 289,138 8.85
+Added: Hotels, Restaurants & Leisure
+Added: 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
+Added: Integrity Marketing Acquisition, LLC (4)(5)(7)(9) L + 6.25% 7.25% 8/27/2025 32,651 31,962 31,902 0.98
+Added: SG Acquisition, Inc.
+Added: (4)(8) L + 5.75% 5.90% 1/27/2027 102,895 101,111 101,352 3.10
+Added: 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
−Removed: Travelport Worldwide Ltd.
(4)(7)(9) L + 6.00% 7.00% 12/29/2026 381,538 373,918 373,908 11.44
−Removed: DiscoverOrg, LLC (8) L + 4.50% 6.30% 2/2/2026 13,092 12,978 13,157 0.79
−Removed: Radiate Holdco LLC (5)(9) L + 3.50% 5.30% 2/1/2024 4,975 4,908 5,015 0.30
398,405 400,294 12.25
+Added: Ahead Data Blue, LLC (9) L + 5.00% 6.00% 10/13/2027 13,207 12,180 13,025 0.40
+Added: Park Place Technologies, LLC (9) L + 5.00% 6.00% 11/10/2027 45,000 43,232 43,350 1.33
+Added: 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
Oil, Gas & Consumable Fuels
−Removed: Eagle Midstream Canada Finance Inc.
+Added: Eagle Midstream Canada Finance, Inc (4)(6)(11) L + 6.25% 7.75% 11/26/2024 150,862 149,099 148,599 4.55
+Added: Paper & Forest Products
+Added: Pixelle Specialty Solutions, LLC (9) L + 6.50% 7.50% 10/31/2024 14,380 14,146 14,373 0.44
+Added: Personal Products
+Added: Paula's Choice Holdings, Inc.
(4)(9) L + 6.25% 7.25% 11/17/2025 55,000 53,523 53,488 1.64
12 unchanged sentences
(8) L + 4.75% 4.90% 4/15/2026 18,201 17,922 17,916 0.55
+Added: 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
−Removed: GI Revelation Acquisition LLC (8) L + 5.00% 6.80% 4/16/2025 15,155 14,714 14,341 0.86
+Added: Titan Investment Company, Inc.
+Added: (4)(5)(8) L + 5.75% 5.99% 3/20/2027 42,892 40,812 42,356 1.30
+Added: VT Topco, Inc.
+Added: (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
+Added: 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
−Removed: Trading Companies & Distributors
−Removed: The Cook & Boardman Group, LLC (10) L + 5.75% 7.67% 10/17/2025 6,806 6,751 6,567 0.39
Technology Hardware, Storage & Peripherals
+Added: Deliver Buyer, Inc.
+Added: (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
+Added: (4)(7)(9) L + 6.00% 7.00% 2/28/2026 69,313 68,327 69,146 2.12
+Added: 149,614 149,121 4.56
+Added: Trading Companies & Distributors
+Added: The Cook & Boardman Group, LLC (9) L + 5.75% 6.75% 10/17/2025 50,233 49,859 48,035 1.47
Transportation Infrastructure
+Added: 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
+Added: 25,800 25,941 0.79
Total First Lien Debt $ 5,493,561 $ 5,502,899 168.40 %
Second Lien Debt
−Removed: Commercial Services & Supplies
−Removed: TKC Holdings, Inc.
+Added: Construction & Engineering
+Added: 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 %
+Added: Health Care Technology
+Added: 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
−Removed: DiscoverOrg, LLC (8) L + 8.50% 10.19% 2/1/2027 11,250 11,100 11,306 0.68
−Removed: Imperva, Inc.
−Removed: (10) L + 7.75% 9.74% 1/11/2027 1,421 1,426 1,249 0.07
−Removed: Rocket Software, Inc.
+Added: Epicor Software Corp.
(5)(9) L + 7.75% 8.75% 7/31/2028 11,186 11,027 11,707 0.36
−Removed: 4,803 4,172 0.24
Total Second Lien Debt $ 48,979 $ 50,199 1.54 %
8 unchanged sentences
of Net Assets
−Removed: Equity Investments
−Removed: Air Freight and Logistics
+Added: Mermaid EquityCo L.P.
+Added: - Class B Units (4) 4,550,697 $ 865 $ 865 0.03 %
+Added: Total Warrants $ 865 $ 865 0.03 %
+Added: Aerospace & Defense
+Added: Corfin Holdco, Inc.
+Added: - Common Stock (4) 2,137,866 $ 4,767 $ 4,767 0.15 %
+Added: Air Freight & Logistics
Mode Holdings, L.P.
1 unchanged sentence
EIS Acquisition Holdings, LP - Class A Common Units (4) 7,519 1,773 1,873 0.06
+Added: Mermaid EquityCo L.P.
+Added: - Class A-2 Common Units (4)
+Added: 14,849,355 14,850 14,849 0.45
Specialty Retail
3 unchanged sentences
Cash and Cash Equivalents
+Added: State Street Institutional U.S.
+Added: Government Money Market Fund $ 29,427 $ 29,427 0.90 %
Other Cash and Cash Equivalents 188,566 188,566 5.77 %
+Added: 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 %
8 unchanged sentences
The total par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments.
+Added: 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.
1 unchanged sentence
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.
−Removed: As of December 31, 2019, the reference rates for our variable rate loans were the 30-day L at 1.76%, the 90-day L at 1.91% and the 180-day L at 1.91% and P at 4.75%.
−Removed: Variable rate loans typically include an interest reference rate floor feature, which is generally 1.00%.
−Removed: As of December 31, 2019, 79.1% of the portfolio at fair value had a base rate floor above zero.
−Removed: (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.
+Added: Variable rate loans typically include an interest reference rate floor feature.
+Added: As of December 31, 2020, 88.0% of the debt portfolio at fair value had an interest rate floor above zero.
+Added: (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.
(4) These investments were valued using unobservable inputs and are considered Level 3 investments.
Fair value was determined in good faith by or under the direction of the Board of Trustees (see Note 2 and Note 5), pursuant to the Company’s valuation policy.
−Removed: (5) Each of the Company’s debt investments is pledged as collateral, other than the investments in PaySimple, Inc.
−Removed: and Radiate Holdco LLC, under one or more of its credit facilities.
−Removed: A single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.
+Added: (5) These debt investments are not pledged as collateral under any of the Company's credit facilities.
+Added: 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.
+Added: Any other debt investments listed above are pledged to financing facilities and are not available to satisfy the creditors of the Company.
(6) The investment is not a qualifying asset under Section 55(a) of the 1940 Act.
7 unchanged sentences
First Lien Debt
−Removed: Construction Supply Acquisition, LLC Delayed Draw Term Loan 10/1/2025 $ 22,626 $ —
−Removed: Jacuzzi Brands LLC Delayed Draw Term Loan 2/25/2021 8,450 —
+Added: Albireo Energy, LLC - Delayed Draw A Delayed Draw Term Loan 2/21/2021 $ 25,404 $ (254)
+Added: Albireo Energy, LLC - Delayed Draw B Delayed Draw Term Loan 6/23/2022 45,043 (450)
+Added: Albireo Energy, LLC Revolver 12/23/2026 9,009 (135)
+Added: Capstone Logistics, LLC Delayed Draw Term Loan 11/12/2027 547 —
+Added: COP Home Services TopCo IV, Inc.
+Added: Delayed Draw Term Loan 12/31/2022 3,328 (92)
+Added: COP Home Services TopCo IV, Inc.
+Added: Revolver 12/31/2025 1,941 (63)
+Added: Dana Kepner Company, LLC Delayed Draw Term Loan 12/29/2021 29,861 —
+Added: DCG Acquisition Corporation Delayed Draw Term Loan 6/30/2021 50,000 —
+Added: Revolver 12/29/2026 10,598 —
+Added: Healthcomp Holding Company, LLC Delayed Draw Term Loan 4/27/2022 23,280 (291)
+Added: Integrity Marketing Acquisition, LLC Delayed Draw Term Loan 2/7/2022 17,267 —
+Added: Jayhawk Buyer, LLC Delayed Draw Term Loan 10/15/2021 25,173 —
+Added: Delayed Draw Term Loan 2/28/2022 16,761 (168)
+Added: Monroe Capital Holdings, LLC Delayed Draw Term Loan 6/8/2022 22,269 —
+Added: MRI Software, LLC Delayed Draw Term Loan 1/31/2022 6,055 (15)
+Added: MRI Software, LLC Revolver 2/10/2026 1,516 (38)
+Added: Omni Intermediate Holdings, LLC Delayed Draw Term Loan 12/30/2021 3,250 —
+Added: 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 —
−Removed: Spireon, Inc.
+Added: SEKO Global Logistics Network, LLC Delayed Draw Term Loan 12/30/2022 800 (12)
+Added: SEKO Global Logistics Network, LLC Revolver 12/30/2026 600 (9)
+Added: TCFI AEVEX, LLC Delayed Draw Term Loan 12/31/2021 13,158 (132)
+Added: The Action Environmental Group, Inc.
Delayed Draw Term Loan 4/16/2021 7,992 —
−Removed: 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)
−Removed: Unified Door and Hardware Group, LLC Delayed Draw Term Loan 6/29/2020 15,094 —
−Removed: VDM Buyer, Inc.
−Removed: Delayed Draw Term Loan 10/22/2020 18,000 —
+Added: USALCO, LLC Delayed Draw Term Loan 6/1/2022 11,295 (282)
+Added: Windows Acquisition Holdings, Inc.
+Added: Revolver 12/29/2025 5,880 —
Total First Lien Debt Unfunded Commitments $ 432,280 $ (2,793)
3 unchanged sentences
(11) The interest rate floor on these investments as of December 31, 2020 was 1.50%
−Removed: (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.
1 unchanged sentence
Notes to Consolidated Financial Statements
−Removed: (in thousands, unless otherwise indicated, except per share data, percentages and as otherwise noted)
+Added: (in thousands, 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.
4 unchanged sentences
The Company’s investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation.
−Removed: The Company seeks to achieve its investment objective primarily through originated loans and other securities, including syndicated loans, of private U.S.
−Removed: 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.
+Added: The Company seeks to achieve its investment objectives primarily through originated loans and other securities, including syndicated loans, of private U.S.
+Added: companies, typically in the form of first lien senior secured and unitranche loans (including first out/last out loans), and to a lesser extent, second lien, third lien, unsecured and subordinated loans and other debt and equity securities.
The Company is externally managed by Blackstone Credit BDC Advisors LLC (the “ Adviser ”).
−Removed: Blackstone Alternative Credit Advisors LP (the “ Administrator ” and, collectively with its affiliates in the credit-focused business of The Blackstone Group Inc.
+Added: Blackstone Alternative Credit Advisors LP (the “ Administrator ” and, collectively with its affiliates in the credit-focused business of Blackstone Inc.
(" Blackstone "), “ Blackstone Credit ,” which, for the avoidance of doubt, excludes Harvest Fund Advisors LLC and Blackstone Insurance Solutions) provides certain administrative and other services necessary for the Company to operate pursuant to an administration agreement (the “ Administration Agreement ”).
Blackstone Credit is part of the credit-focused platform of Blackstone and is the primary part of its credit reporting segment.
−Removed: 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.
+Added: The Company previously conducted a private offering (the “ Private Offering ”) of its common shares of beneficial interest (i) to accredited investors, as defined in Regulation D under the Securities Act of 1933, as amended (the “1933 Act” ), and (ii) in the case of shares sold outside the United States, to persons that are not “U.S.
persons,” as defined in Regulation S under the 1933 Act, in reliance on exemptions from the registration requirements of the 1933 Act.
−Removed: At each closing of the Private Offering, each investor makes a capital commitment (“ Capital Commitment ”) to purchase shares of the beneficial interest of the Company pursuant to a subscription agreement entered into with the Company.
−Removed: 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.
+Added: At each closing of the Private Offering, each investor made a capital commitment (“ Capital Commitment ”) to purchase shares of the beneficial interest of the Company pursuant to a subscription agreement entered into with the Company.
+Added: Investors were required to fund drawdowns to purchase the Company’s shares up to the amount of their Capital Commitments on an as-needed basis each time the Company delivered a notice to investors.
On October 31, 2018, the Company began its initial period of closing of capital commitments (" Initial Closing Period ") which ended on October 31, 2020.
The Company commenced its loan origination and investment activities on November 20, 2018, the date of receipt of the initial drawdown from investors in the Private Offering (the " Initial Drawdown Date ").
−Removed: 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.
+Added: On September 8, 2021, the Company closed on its final outstanding Capital Commitments.
Effective on December 10, 2020, the Company changed its name from “Blackstone / GSO Secured Lending Fund" to “Blackstone Secured Lending Fund”.
+Added: On October 28, 2021, the Company closed its initial public offering (“ IPO ”), issuing 9,180,000 of its common shares of beneficial interest at a public offering price of $26.15 per share.
+Added: Net of underwriting fees, the Company received net cash proceeds, before offering expenses, of $230.6 million.
+Added: On November 4, 2021, the underwriters exercised their option to purchase an additional 1,377,000 shares of common shares, which resulted in net cash proceeds, before offering expenses, of $33.8 million.
+Added: The Company’s common shares began trading on the NYSE under the symbol “BXSL” on October 28, 2021.
Significant Accounting Policies
5 unchanged sentences
GAAP for annual financial information and pursuant to the requirements for reporting on Form 10-K and Article 6 of Regulation S-X.
−Removed: In the opinion of
−Removed: management, all adjustments considered necessary for the fair presentation of the consolidated financial statements for the periods presented have been included.
+Added: 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.
5 unchanged sentences
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.
−Removed: 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.
−Removed: Such actions are creating disruption in many industries.
−Removed: The outbreak has had a continued adverse impact on economic and market conditions and has triggered a period of global economic slowdown.
−Removed: 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.
−Removed: 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.
−Removed: Actual results may ultimately differ from those estimates.
Consolidation
1 unchanged sentence
Accordingly, the Company consolidated the results of the Company’s wholly-owned subsidiaries.
−Removed: As of December 31, 2020, the Company's consolidated subsidiaries were BGSL Jackson Hole Funding LLC (“ Jackson Hole Funding ”), BGSL Breckenridge Funding LLC (“ Breckenridge Funding ”), BGSL Big Sky Funding LLC (" Big Sky Funding ") and BGSL Investments LLC (" BGSL Investments " and collectively with Jackson Hole Funding, Breckenridge Funding and Big Sky Funding the " SPVs ").
+Added: As of December 31, 2021, the Company's consolidated subsidiaries were BGSL Jackson Hole Funding LLC (“ Jackson Hole Funding ”), BGSL Breckenridge Funding LLC (“ Breckenridge Funding ”), BGSL Big Sky Funding LLC (" Big Sky Funding ") and BGSL Investments LLC (" BGSL Investments ").
Cash and Cash Equivalents
18 unchanged sentences
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.
−Removed: All price overrides require approval from the Board of Trustees (" Board ").
+Added: All price overrides require approval from the Board of Trustees (the "Board" ).
Where prices or inputs are not available or, in the judgment of the Board, not reliable, valuation techniques based on the facts and circumstances of the particular investment will be utilized.
3 unchanged sentences
• 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;
−Removed: • In addition, independent valuation firms engaged by the Board prepare valuations of all the Company’s investments over a de minimis threshold.
+Added: • In addition, independent valuation firms engaged by the Board prepare quarter-end valuations of such investments except de minimis investments, as determined by the Adviser.
The independent valuation firms provide a final range of values on such investments to the Board and the Adviser.
1 unchanged sentence
• The Adviser’s Valuation Committee reviews each valuation recommendation to confirm they have been calculated in accordance with the valuation policy and compares such valuations to the independent valuation firms’ valuation ranges to ensure the Adviser’s valuations are reasonable;
−Removed: • The Valuation Committee makes valuation recommendations to the Audit Committee;
−Removed: • 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;
+Added: • The Adviser’s Valuation Committee makes valuation recommendations to the Audit Committee;
+Added: • The Audit Committee reviews the valuation recommendations made by the Adviser's Valuation Committee, including the independent valuation firms' quarterly valuations, and once approved, recommends them for approval by the Board;
• The Board reviews the valuation recommendations of the Audit Committee and determines the fair value of each investment in the portfolio in good faith based on the input of the Audit Committee, the Adviser's Valuation Committee and, where applicable, the independent valuation firms and other external service providers.
−Removed: Valuation of each of our investments will generally be made as described above as of the end of each fiscal quarter.
−Removed: 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.
−Removed: 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.
−Removed: Independent valuation firms are generally not used for non-quarterly valuations.
−Removed: As part of the valuation process, the Board takes into account relevant factors in determining the fair value of its investments, many of which are loans, including and in combination, as relevant, of:
+Added: Valuation of each of the Company's investments will generally be made as described above as of the end of each fiscal quarter.
+Added: In cases where the Company determines its net asset value ( "NAV" ) at times other than a quarter end, the Company updates the value of securities with market quotations to the most recent market quotation.
+Added: For securities without market quotations, non-quarterly valuations will generally be the most recent quarterly valuation unless the Adviser determines that a significant observable change has occurred since the most recent quarter end with respect to the investment (which determination may be as a result of a material event at a portfolio company, material change in market spreads, secondary market transaction in the securities of an investment or otherwise).
+Added: If the Adviser determines such a change has occurred with respect to one or more investments, the Adviser will determine whether to update the value for each relevant investment using a range of values from an independent valuation firm, where applicable, in accordance with the Company's valuation policy, pursuant to authority delegated by the Board.
+Added: As part of the valuation process, the Board takes into account relevant factors in determining the fair value of the Company's investments for which reliable market quotations are not readily available, many of which are loans, including and in combination, as relevant, of:
(i) the estimated enterprise value of a portfolio company, (ii) the nature and realizable value of any collateral, (iii) the portfolio company’s ability to make payments based on its earnings and cash flow, (iv) the markets in which the portfolio company does business, (v) a comparison of the portfolio company’s securities to any similar publicly traded securities, and (vi) overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future.
6 unchanged sentences
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.
−Removed: As of December 31, 2020 and 2019, the Company had $114.5 million and $2.7 million, respectively, of receivables for investments sold.
−Removed: As of December 31, 2020 and 2019, the Company had $48.6 million and $10.1 million, respectively, of payables for investments purchased.
+Added: As of December 31, 2021 and December 31, 2020, the Company had $142.9 million and $114.5 million, respectively, of receivables for investments sold.
+Added: As of December 31, 2021 and December 31, 2020, the Company had $36.2 million and $48.6 million, respectively, of payables for investments purchased.
Derivative Instruments
7 unchanged sentences
Forward Purchase Agreement
−Removed: The Company was a party to a forward purchase agreement pursuant to which the Company agreed to purchase certain assets held in the Middle Market Warehouse (defined in Note 7) at a purchase price based on the cost of the asset to the warehouse provider plus amounts of unpaid interest, original issue discount and structuring fees accrued to the warehouse provider during the time the warehouse provider owned the asset.
Forward purchase agreements are recognized at fair value through current period gains or losses on the date on which the contract is entered into and are subsequently re-measured at fair value.
21 unchanged sentences
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.
−Removed: 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.
−Removed: prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts and ticking fees).
+Added: For the years ended December 31, 2021, 2020 and 2019 the Company recorded $60.9 million, $48.9 million and $3.7 million, respectively, in non-recurring interest income (e.g.
+Added: prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts).
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.
−Removed: Such income is included in interest income in the Consolidated Statements of Operations.
+Added: Such income is included in payment-in-kind interest income in the Consolidated Statements of Operations.
If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status.
5 unchanged sentences
Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
−Removed: The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment, syndication fees as well as fees for managerial assistance rendered by the Company to the portfolio companies.
+Added: The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment, syndication and other miscellaneous fees as well as fees for managerial assistance rendered by the Company to the portfolio companies.
Such fees are recognized as income when earned or the services are rendered.
+Added: For the years ended December 31, 2021, 2020 and 2019, the Company recorded fee income of $5.8 million, $0.7 million and $0.7 million, respectively.
Non-Accrual Income
8 unchanged sentences
These expenses consist primarily of legal fees and other costs of organizing the Company.
−Removed: 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.
+Added: Costs associated with the Private Offering of the Company’s shares were capitalized as “deferred offering costs” on the Consolidated Statements of Assets and Liabilities and amortized over a twelve-month period from incurrence.
These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s continuous Private Offering of its shares.
−Removed: Upon the expiration of the Initial Closing Period, the Company expensed the remaining deferred offering costs.
−Removed: 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.
−Removed: 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
−Removed: 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.
−Removed: For the years ended December 31, 2020 and December 31, 2019, the Company did not accrue any organization costs.
−Removed: For the year ended December 31, 2018, the Company accrued organization costs of $0.7 million.
For the years ended December 31, 2021, 2020 and 2019, the Company accrued offering costs of $0.0 million, $1.5 million and $1.1 million, respectively.
+Added: The Company records expenses related to public equity offerings as a reduction of capital upon completion of an offering of registered securities.
+Added: The costs associated with any renewals of a shelf registration statement will be expensed as incurred.
+Added: The Company incurred $1.6 million of offering costs relating to its IPO which were charged as a reduction of paid-in-capital.
Deferred Financing Costs and Debt Issuance Costs
1 unchanged sentence
These expenses are deferred and amortized into interest expense over the life of the related debt instrument using the straight-line method.
−Removed: Deferred financing costs related to revolving credit facilities are presented separately as an asset on the Company’s Statements of Assets and Liabilities.
+Added: Deferred financing costs related to revolving credit facilities are presented
+Added: separately as an asset on the Company’s Statements of Assets and Liabilities.
Debt issuance costs related to any issuance of installment debt or notes are presented net against the outstanding debt balance of the related security.
12 unchanged sentences
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.
+Added: For the years ended December 31, 2021, 2020 and 2019, the Company incurred $2.4 million, $0.5 million and $0.5 million, respectively, of U.S.
+Added: federal excise tax.
Distributions
1 unchanged sentence
Distributions to shareholders are recorded on the record date.
−Removed: 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.
+Added: All distributions will be paid at the discretion of the Board and will depend on the Company's earnings, financial condition, maintenance of the Company's tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time.
Recent Accounting Pronouncements
−Removed: 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.
−Removed: Management continues to evaluate the impact of the guidance and may apply other elections, as applicable, as
−Removed: the expected market transition to alternative reference rates evolves.
−Removed: The Company did not utilize the optional expedients and exceptions provided by ASU 2020-04 during the year ended December 31, 2020.
−Removed: 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.
−Removed: The new guidance includes new, eliminated and modified fair value disclosures.
−Removed: Among other requirements, the guidance requires disclosure of the range and weighted average of the significant unobservable inputs for Level 3 fair value measurements and the way it is calculated.
−Removed: The guidance also eliminated the following disclosures:
−Removed: (i) amount and reason for transfers between Level 1 and Level 2, (ii) policy for timing of transfers between levels of the fair value hierarchy and (iii) valuation processes for Level 3 fair value measurement.
−Removed: The guidance is effective for all entities for interim and annual periods beginning after December 15, 2019.
−Removed: Early adoption is permitted upon issuance of the guidance.
−Removed: The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements.
+Added: In March 2020, the FASB issued ASU No.
+Added: 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.
+Added: The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate ( “LIBOR” ) or another reference rate expected to be discontinued because of reference rate reform.
+Added: In January 2021, the FASB issued ASU No.
+Added: 2021-01, Reference Rate Reform (Topic 848), which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition.
+Added: ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022.
+Added: The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship.
+Added: The Company is currently evaluating the impact of the adoption of ASU 2020-04 and 2021-01 on its consolidated financial statements.
Agreements and Related Party Transactions
Investment Advisory Agreement
−Removed: On October 1, 2018, the Company entered into an investment advisory agreement with the Adviser (the “ Investment Advisory Agreement ”), pursuant to which the Adviser manages the Company on a day-to-day basis.
+Added: On October 1, 2018, the Company entered into the original investment advisory agreement with the Adviser.
The Adviser is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring the Company’s investments and monitoring its investments and portfolio companies on an ongoing basis.
+Added: On October 18, 2021, the Company entered into an amended and restated investment advisory agreement (as amended and restated, the “Investment Advisory Agreement” ), pursuant to which the Adviser manages the Company on a day-to-day basis.
+Added: The Investment Advisory Agreement is substantially the same as the prior investment advisory agreement except, following the IPO, the incentive fee on income became subject to a twelve-quarter lookback quarterly hurdle rate of 1.50% as opposed to a single quarter measurement and became subject to an Incentive Fee Cap (as defined below) based on the Company’s Net Cumulative Return (as defined below).
+Added: The amendment to the Investment Advisory Agreement does not result in higher fees (on a cumulative basis) payable to the Adviser than the fees that would have otherwise been payable to the Adviser under the original investment advisory agreement.
The Company pays the Adviser a fee for its services under the Investment Advisory Agreement consisting of two components:
a management fee and an incentive fee.
−Removed: The cost of both the management fee and the incentive fee will ultimately be borne by the shareholders.
−Removed: 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.
+Added: The cost of both the management fee and the incentive fee is borne by the shareholders.
+Added: The initial term of the Investment Advisory Agreement was two years from October 1, 2018, and on May 6, 2020 and May 6, 2021, it was renewed and approved by the Board, including a majority of trustees who are not parties to the Investment Advisory Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) (the “Independent Trustees” ), for a one-year period.
+Added: On October 18, 2021, the Board approved the amended and restated Investment Advisory Agreement for an initial term ending May 31, 2022.
Unless earlier terminated, the Investment Advisory Agreement will renew automatically for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of the Board and by the vote of a majority of the Independent Trustees.
+Added: The Adviser has implemented a waiver effective from the consummation of the IPO to extend the Company’s pre-IPO fee structure for a period of two years.
+Added: With the waiver in place, instead of having the base management fee and each incentive fee increase to 1.00% and 17.5%, respectively, following the IPO, each such fee will remain at 0.75% and 15.0% for a period of two years following the IPO (the “ Waiver Period ”).
+Added: As a result of the fee waiver, the pre-listing management fee and incentive fee rates paid by the Company to the Adviser will not increase during the Waiver Period.
+Added: Amounts waived by the Adviser are not subject to recoupment by the Adviser.
Base Management Fee
−Removed: The management fee is payable quarterly in arrears at an annual rate of (i) prior to a quotation or listing of the Company’s securities on a national securities exchange (including through an initial public offering) or a sale of all or substantially all of its assets to, or a merger or other liquidity transaction with, an entity in which the Company’s shareholders receive shares of a publicly-traded company which continues to be managed by the Adviser or an affiliate thereof (“ Exchange Listing ”), 0.75%, and (ii) following an Exchange Listing, 1.0%, in each case of the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters.
+Added: Starting from the completion of the IPO, the management fee pursuant to the Investment Advisory Agreement will be payable quarterly in arrears at an annual rate of 1.0% of the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters.
For purposes of the Investment Advisory Agreement, gross assets means the Company’s total assets determined on a consolidated basis in accordance with U.S.
GAAP, excluding undrawn commitments but including assets purchased with borrowed amounts.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: The management fee was calculated for the quarter ended December 31, 2021 at a weighted rate calculated based on the fee rates applicable before and after the consummation of the IPO based on the number of days in the calendar quarter before and after the consummation of the IPO.
+Added: Prior to the consummation of the IPO, the management fee was 0.75% of the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters.
+Added: In order to maintain the same management fee arrangement that the Company had in place prior to the IPO for a period of time following the completion of the IPO, the Adviser voluntarily waived its right to receive the base management fee in excess of 0.75% of the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters during the Waiver Period.
+Added: Amounts waived by the Adviser are not subject to recoupment by the Adviser.
+Added: For the years ended December 31, 2021, 2020 and 2019, base management fees were $62.4 million, $32.9 million and $12.6 million, respectively, of which $4.2 million $0.0 million and $0.0 million, respectively, were waived.
As of December 31, 2021 and December 31, 2020, $17.8 million and $10.3 million, respectively, was payable to the Adviser relating to management fees.
8 unchanged sentences
The Company excludes the impact of expense support payments and recoupments from pre-incentive fee net investment income.
−Removed: The Company pays its Adviser an income based incentive fee with respect to the Company’s pre-incentive fee net investment income in each calendar quarter as follows:
−Removed: • No income based incentive fee if the Company’s pre-incentive fee net investment income, expressed as a return on the value of our net assets at the end of the immediately preceding calendar quarter, does not exceed the hurdle rate of 1.5%;
−Removed: • 100% of the Company’s pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than or equal to 1.76% (7.06% annualized) prior to an Exchange Listing, or 1.82% (7.27% annualized) following an Exchange Listing, of the value of the Company’s net assets.
−Removed: This “catch-up” portion is meant to provide the Adviser with approximately 15% prior to an Exchange Listing, or 17.5% following an Exchange Listing, of the Company’s pre-incentive fee net investment income as if a hurdle rate did not apply if the “catch up” is achieved;
−Removed: • 15% prior to an Exchange Listing, or 17.5% following an Exchange Listing, of the Company’s pre-incentive fee net investment income, if any, that exceeds the rate of return of 1.76% (7.06% annualized) prior to an Exchange Listing, or 1.82% (7.27% annualized) following an Exchange Listing.
+Added: Pursuant to the Investment Advisory Agreement, the Company is required to pay an income based incentive fee of 15% prior to the consummation of the IPO and 17.5% following the consummation of the IPO, with a 1.5% hurdle and 100% catch-up.
+Added: However, the Adviser has implemented a voluntary waiver with respect to the income based incentive fee.
+Added: The Adviser has voluntarily waived its right to receive an income based incentive fee above 15% during the Waiver Period and amounts waived by the Adviser are not subject to recoupment by the Adviser.
+Added: Following the IPO, the Company will pay the Adviser an income based incentive fee based on its aggregate pre-incentive fee net investment income, as adjusted as described above, from the calendar quarter then ending (including the quarter in which the IPO is consummated) and the eleven preceding calendar quarters (including the quarters prior to the consummation of the IPO) (such period, the “ Trailing Twelve Quarters ”).
+Added: The hurdle amount for the income based incentive fee will be determined on a quarterly basis and is equal to 1.5% multiplied by the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters.
+Added: The hurdle amount is calculated after making appropriate adjustments for issuances by the Company of common shares, including issuances pursuant to its dividend reinvestment plan and distributions that occurred during the relevant Trailing Twelve Quarters.
+Added: The income based incentive fee for any partial period will be appropriately prorated.
+Added: For the income based incentive fee, the Company will pay the Adviser a quarterly incentive fee based on the amount by which (A) aggregate pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters exceeds (B) the hurdle amount for such Trailing Twelve Quarters.
+Added: The amount of the excess of (A) over (B) described in this paragraph for such Trailing Twelve Quarters is referred to as the “Excess Income Amount".
+Added: The income based incentive fee for each quarter will be determined as follows:
+Added: • No income based incentive fee is payable to the Adviser for any calendar quarter for which there is no Excess Income Amount.
+Added: • The Adviser will be paid 100% of the pre-incentive fee net investment income in respect of the Trailing Twelve Quarters, if any, that exceeds the hurdle amount for such Trailing Twelve Quarters, but is less than or equal to an amount, which we refer to as the “Catch-up Amount,” determined as the sum of 1.76% (7.06% annualized) prior to the end of the Waiver Period, or 1.82% (7.27% annualized) following the Waiver Period, multiplied by the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters that is included in the calculation of the incentive fee based on income.
+Added: • The Adviser will be paid 15% prior to the end of the Waiver Period, or 17.5% following the Waiver Period, of the pre-incentive fee net investment income in respect of the Trailing Twelve Quarters that exceeds the Catch-up Amount.
+Added: The amount of the income based incentive fee that will be paid to the Adviser for a particular quarter will equal the excess of (a) the income based incentive fee so calculated over (b) the aggregate income based incentive fee that was paid in respect of the first eleven calendar quarters included in the relevant Trailing Twelve Quarters subject to the Incentive Fee Cap as described below.
+Added: The income based incentive fee that will be paid to the Adviser for a particular quarter is subject to a cap (the “Incentive Fee Cap” ).
+Added: The Incentive Fee Cap for any quarter is an amount equal to (a) 15% prior to the end of the Waiver Period, or 17.5% following the Waiver Period, of the Cumulative Net Return (as defined below) during the relevant Trailing Twelve Quarters minus (b) the aggregate income based incentive fee that was paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters.
+Added: “ Cumulative Net Return ” means (x) the pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters minus (y) any Net Capital Loss (as defined below), if any, in respect of the relevant Trailing Twelve Quarters.
+Added: If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no income based incentive fee to the Adviser for such quarter.
+Added: If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the income based incentive fee that is payable to the Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company will pay an income based incentive fee to the Adviser equal to the Incentive Fee Cap for such quarter.
+Added: If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the income based incentive fee that is payable to the Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company will pay an income based incentive fee to the Adviser equal to the incentive fee calculated as described above for such quarter without regard to the Incentive Fee Cap.
+Added: “ Net Capital Loss ” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.
These calculations are prorated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter.
−Removed: If an Exchange Listing occurs on a date other than the first day of a calendar quarter, the income based incentive fee with respect to the Company’s pre-incentive fee net investment income shall be calculated for such calendar quarter at a weighted rate calculated based on the fee rates applicable before and after the Exchange Listing based on the number of days in such calendar quarter before and after the Exchange Listing.
+Added: If the consummation of the IPO occurs on a date other than the first day of a calendar quarter, the income based incentive fee with respect to the Company’s pre-incentive fee net investment income shall be calculated for such calendar quarter at a weighted rate calculated based on the fee rates applicable before and after the consummation of the IPO based on the number of days in such calendar quarter before and after the consummation of the IPO.
+Added: In no event will the amendments to the income based incentive fee include the incentive fee cap and allow the Adviser to receive greater cumulative income based incentive fees under the Investment Advisory Agreement than it would have under the prior investment advisory agreement.
+Added: Amounts waived by the Adviser are not subject to recoupment by the Adviser.
(ii) Capital gains based incentive fee:
−Removed: The second part of the incentive fee, a capital gains incentive fee, will be determined and payable in arrears as of the end of each calendar year in an amount equal to 15% prior to an Exchange Listing, or 17.5% following an Exchange Listing, of realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees as calculated in accordance with U.S.
+Added: Starting from the completion of the IPO, the second part of the incentive fee, a capital gains incentive fee, will be determined and payable in arrears as of the end of each calendar year in an amount equal to 17.5% of realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees as calculated in accordance with U.S.
+Added: Prior to the IPO, the second part of the incentive fee, a capital gains incentive fee, was determined and payable in arrears as of the end of each calendar year in an amount equal to 15.0% of realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees as calculated in accordance with U.S.
+Added: However, similar to the voluntary waivers referenced above, the Adviser voluntarily waived its right to receive a capital gains based incentive fee above 15% from the date of consummation of the IPO through the Waiver Period.
The Company will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Adviser if the Company were to sell the relevant investment and realize a capital gain.
−Removed: 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.
+Added: Amounts waived by the Adviser are not subject to recoupment by the Adviser.
+Added: For the years ended December 31, 2021, 2020 and 2019, the Company accrued income based incentive fees of $67.3 million, $42.0 million and $13.8 million, respectively, of which $2.3 million $0.0 million and $0.0 million, respectively, were waived.
As of December 31, 2021 and December 31, 2020, $19.8 million and $15.3 million, respectively, was payable to the Adviser for income based incentive fees.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: For the years ended December 31, 2021, 2020 and 2019, the Company accrued capital gains incentive fees of $16.3 million, $(3.1) million, and $4.2 million, respectively, none of which was payable on such dates under the Investment Advisory Agreement.
Administration Agreement
2 unchanged sentences
The Administrator may also offer to provide, on the Company’s behalf, managerial assistance to the Company’s portfolio companies.
−Removed: 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.
+Added: The initial term of the agreement was two years from October 1, 2018, and on May 6, 2020 and May 6, 2021 it was renewed and approved by the Board and a majority of the Independent Trustees for one-year periods.
Unless earlier terminated, the Administration Agreement will renew automatically for successive annual periods, provided that such continuance is approved at least annually by (i) the vote of the Board or by a majority vote of the outstanding voting securities of the Company and (ii) the vote of a majority of the Independent Trustees.
4 unchanged sentences
The Administrator has elected to forgo any reimbursement for rent and other occupancy costs for the years ended December 31, 2021, 2020 and 2019.
−Removed: 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.
−Removed: 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.
+Added: For the years ended December 31, 2021, 2020 and 2019, the Company incurred $2.4 million, $2.3 million and $1.5 million, respectively, in expenses under the Administration Agreement, which were recorded in administrative service expenses in the Company’s Consolidated Statements of Operations.
+Added: As of December 31, 2021 and December 31, 2020, $1.1 million and $1.1 million, respectively, was unpaid and included in "due to affiliates" in the Consolidated Statements of Assets and Liabilities.
Sub-Administration and Custody Agreement
11 unchanged sentences
The following table presents a summary of Expense Payments and the related Reimbursement Payments since the Company's commencement of operations:
−Removed: For the Quarter Ended Expense Payments by Adviser Reimbursement Payments to Adviser Unreimbursed Expense Payments
+Added: For the Quarters Ended Expense Payments by Adviser Reimbursement Payments to Adviser Unreimbursed Expense Payments
December 31, 2018 $ 1,696 $ (1,696) $ —
1 unchanged sentence
Total $ 2,266 $ (2,266) $ —
+Added: As of December 31, 2021, there was no unreimbursed Expense Payments remaining.
For the years ended December 31, 2021, 2020 and 2019, the Adviser made Expense Payments in the amount of $0.0 million, $0.0 million and $0.6 million, respectively.
16 unchanged sentences
Construction & Engineering 0.30 1.07
+Added: Containers & Packaging 0.19 —
Distributors 4.52 8.10
+Added: Diversified Consumer Services 3.53 —
Diversified Financial Services 1.37 1.08
+Added: Diversified Telecommunication Services 0.93 —
Electrical Equipment 2.68 2.61
Electronic Equipment, Instruments & Components 1.10 2.19
+Added: Electric Utilities 0.32 —
Energy Equipment & Services 0.66 1.35
9 unchanged sentences
Machinery 0.03 0.95
+Added: Marine 0.25 —
Oil, Gas & Consumable Fuels 1.53 2.66
2 unchanged sentences
Professional Services 7.91 2.32
+Added: Real Estate Management & Development 1.28 —
+Added: Road & Rail 0.26 —
Software 13.22 2.94
9 unchanged sentences
Canada 481,348 494,037 5.01 11.11
−Removed: Germany 102,106 106,678 1.91 3.26
+Added: Europe 49,677 49,956 0.51 1.12
Total $ 9,745,126 $ 9,855,379 100.00 % 221.59 %
5 unchanged sentences
Canada 267,544 270,126 4.84 8.27
−Removed: Luxembourg 130,113 130,464 4.22 7.80
+Added: Europe 102,106 106,678 1.91 3.26
Total $ 5,575,482 $ 5,585,942 100.00 % 170.94 %
22 unchanged sentences
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.
−Removed: 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
+Added: 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.
44 unchanged sentences
For the Year Ended December 31, 2020
−Removed: First Lien Debt Equity Investments Total Investments Forward Purchase
+Added: First Lien Debt Second Lien Debt Equity Total Investments
Fair value, beginning of period $ 2,241,393 $ — $ 13,920 $ 2,255,313
5 unchanged sentences
Transfers into Level 3 (1)
+Added: 162,879 — — 162,879
Transfers out of Level 3 (1)
9 unchanged sentences
175,611 Market quotations Broker quoted price 99.75 100.50 99.93
−Removed: 4,647 Recent transaction Recent transaction 97.50 100.00 99.99
Investments in second lien debt 42,880 Yield analysis Discount rate 8.15 % 13.04 % 10.02 %
−Removed: 18,079 Market quotations Broker quoted price 101.00 101.00 101.00
Investments in warrant 7,645 Option pricing model Expected volatility 25.00 % 25.00 % 25.00 %
Investments in equity 120,301 Market approach Performance multiple 7.25x 31.28x 12.67x
+Added: 11,152 Option pricing model Expected volatility 30.00 % 49.00 % 37.19 %
+Added: 31,167 Yield analysis Discount rate 10.89 % 12.19 % 11.81 %
Total $ 9,501,329
December 31, 2020
−Removed: Fair Value Valuation
−Removed: Technique Unobservable
−Removed: Input Low High Weighted Average (1)
+Added: Fair Value Valuation Technique Unobservable Input Low High Weighted Average (1)
Investments in first lien debt $ 4,255,348 Yield analysis Discount rate 5.85 % 10.98 % 7.79 %
468,483 Market quotations Broker quoted price 98.00 100.63 99.05
+Added: 4,647 Recent transaction Recent transaction 97.50 100.00 99.99
+Added: Investments in second lien debt 5,924 Yield analysis Discount rate 10.26 % 10.26 % 10.26 %
+Added: 18,079 Market quotations Broker quoted price 101.00 101.00 101.00
+Added: 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
8 unchanged sentences
Additionally, the fair value of the Company’s investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Company may ultimately realize.
−Removed: Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities.
+Added: Further, such investments are
+Added: generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities.
If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, it could realize significantly less than the value at which the Company has recorded it.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned.
−Removed: Derivative Instruments
−Removed: Under the Syndicated Warehouse (See “ —Note 7.
−Removed: Commitments and Contingencies ”), the Company had the right, but not the obligation, to purchase equity interests of a warehouse vehicle from a third party at an agreed upon price.
−Removed: In this regard, the Company exercised its right to acquire such equity interests on December 11, 2018, at which time the assets and liabilities of the warehouse were included in the Company’s consolidated financial statements.
−Removed: The notional amount of assets acquired and liabilities assumed on December 11, 2018 were $152.3 million and $127.9 million, respectively.
−Removed: The Company determined that this contractual right met the definition of a derivative, and as a result, recorded a loss at the time the Company acquired the equity interests in the warehouse in the amount of $0.6 million, which was recorded in realized loss on derivatives in the Company’s Consolidated Statement of Operations.
Financial Instruments Not Carried at Fair Value
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: 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, 2021 and December 31, 2020, approximates their carrying value as the credit facilities have variable interest based on selected short term rates.
+Added: The fair value of the Company’s 2023 Notes, 2026 Notes, New 2026 Notes, 2027 Notes and 2028 Notes (as defined in Note 6), which would be categorized as Level 2 within the fair value hierarchy, as of December 31, 2021 was $412.5 million, $835.4 million, $700.6 million, $633.1 million and $634.2 million, respectively.
+Added: As of December 31, 2020, the fair value of the Company’s 2023 Notes and 2026 Notes was $416.2 million and $823.2 million, respectively.
+Added: The carrying amounts of the Company’s other assets and liabilities approximate fair value.
These financial instruments are categorized as Level 3 within the hierarchy.
1 unchanged sentence
As of December 31, 2021 and December 31, 2020, the Company’s asset coverage was 180.2% and 230.0%, respectively.
−Removed: Subscription Facility
−Removed: 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.
−Removed: The Subscription Facility was terminated on November 3, 2020.
+Added: The following wholly-owned subsidiaries of the Company have entered into secured financing facilities, as described below:
+Added: Jackson Hole Funding, Breckenridge Funding and Big Sky Funding which are collectively referred to as the “SPVs” , and such secured financing facilities described below are collectively referred to as the “SPV Financing Facilities” .
+Added: The obligations of each SPV to the lenders under the applicable SPV Financing Facility are secured by a first priority security interest in all of the applicable SPV’s portfolio investments and cash.
+Added: The obligations of each SPV under the applicable SPV Financing Facility are non-recourse to the Company, and the Company’s exposure to the credit facility is limited to the value of its investment in the applicable SPV.
+Added: In connection with the SPV Financing Facilities, the applicable SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities.
+Added: Each SPV Financing Facility contains customary events of default for similar financing transactions, including if a change of control of the applicable SPV occurs.
+Added: Upon the occurrence and during the continuation of an event of default, the lenders under the applicable SPV Financing Facility may declare the outstanding advances and all other obligations under the applicable SPV Financing Facility immediately due and payable.
+Added: The occurrence of an event of default (as described above) triggers a requirement that the applicable SPV obtain the consent of the lenders under the applicable SPV Financing Facility prior to entering into any sale or disposition with respect to portfolio investments.
+Added: As of December 31, 2021 and December 31, 2020, the Company was in compliance with all covenants and other requirements of the SPV Financing Facilities.
Jackson Hole Funding Facility
−Removed: 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” ).
+Added: On November 16, 2018, Jackson Hole Funding, the Company’s wholly-owned subsidiary that holds primarily originated loan investments, entered into a senior secured revolving credit facility (which was subsequently amended and restated on December 16, 2021 and 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.
4 unchanged sentences
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.
−Removed: Proceeds from borrowings under the Jackson Hole Funding Facility may be used to fund portfolio investments by Jackson Hole Funding and to make advances
−Removed: under delayed draw term loans where Jackson Hole Funding is a lender.
−Removed: 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” ).
−Removed: Jackson Hole Funding’s obligations to the lenders under the Jackson Hole Funding Facility are secured by a first priority security interest in Jackson Hole Funding’s portfolio of investments and cash.
−Removed: The obligations of Jackson Hole Funding under the Jackson Hole Funding Facility are non-recourse to the Company, and the Company’s exposure under the Jackson Hole Funding Facility is limited to the value of its investment in Jackson Hole Funding.
−Removed: In connection with the Jackson Hole Funding Facility, Jackson Hole 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.
−Removed: The Jackson Hole Funding Facility contains customary events of default for similar financing transactions, including if a change of control of Jackson Hole Funding occurs or if the Company is no longer the portfolio manager of Jackson Hole Funding.
−Removed: Upon the occurrence and during the continuation of an event of default, JPM may declare the outstanding advances and all other obligations under the Jackson Hole Funding Facility immediately due and payable.
−Removed: The occurrence of an event of default (as described above) or a market value event (as defined in the Jackson Hole Funding Facility) triggers a requirement that Jackson Hole Funding obtain the consent of JPM prior to entering into any sale or disposition with respect to portfolio assets, and the occurrence of a market value event triggers the right of JPM to direct Jackson Hole Funding to enter into sales or dispositions with respect to any portfolio assets, in each case in JPM’s sole discretion.
−Removed: As of December 31, 2020 and December 31, 2019, the Company was in compliance with all covenants and other requirements of the Jackson Hole Funding Facility.
+Added: 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.
+Added: The period during which Jackson Hole Funding may make borrowings under the Jackson Hole Funding Facility expires on November 16, 2023 and the Jackson Hole Funding Facility is scheduled to mature on May 16, 2025.
Breckenridge Funding Facility
−Removed: 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 ”).
+Added: On December 21, 2018, Breckenridge Funding, the Company’s wholly owned subsidiary that holds primarily syndicated loan investments, entered into a senior secured revolving credit facility (which was subsequently amended on June 11, 2019, August 2, 2019, September 27, 2019, April 13, 2020 and October 5, 2021, 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.
1 unchanged sentence
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.
−Removed: The initial maximum commitment amount of the BNP SPV Facility was $400 million.
−Removed: Effective June 11, 2019, the maximum commitment amount of the BNP SPV Facility was increased to $575 million;
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The BNP SPV Facility is scheduled to mature on December 21, 2023.
−Removed: 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.
−Removed: The obligations of Breckenridge Funding under the Breckenridge Funding Facility are non-recourse to the Company, and the Company’s exposure under the Breckenridge Funding Facility is limited to the value of its investment in Breckenridge Funding.
−Removed: 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.
−Removed: The Breckenridge Funding Facility contains customary events of default for similar financing
−Removed: transactions, including if a change of control of Breckenridge Funding occurs or if the Company is no longer the servicer of Breckenridge Funding.
−Removed: 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.
−Removed: The occurrence of an event of default (as described above) suspends the ability of Breckenridge Funding to acquire or sell additional assets.
−Removed: As of December 31, 2020 and December 31, 2019, the Company was in compliance with all covenants and other requirements of the Breckenridge Funding Facility.
+Added: The initial maximum commitment amount of the Breckenridge Funding Facility was $400 million.
+Added: Effective June 11, 2019, the maximum commitment amount of the Breckenridge Funding Facility was increased to $575 million;
+Added: effective September 27, 2019, the maximum commitment amount of the Breckenridge Funding Facility was increased to $875 million and on April 13, 2020, the maximum commitment amount of the Breckenridge Funding Facility was increased to $1,125 through April 13, 2021 and $825 million thereafter.
+Added: 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.
+Added: The period during which Breckenridge Funding may make borrowings under the Breckenridge Funding Facility for the remaining commitment amounts expires on December 21, 2024 (or such later date as may be agreed by Breckenridge Funding, BNP, as administrative agent, and the lenders under the Breckenridge Funding Facility), except for $300 million of outstanding principal which expired on September 27, 2020.
+Added: The Breckenridge Funding Facility is scheduled to mature on December 21, 2026.
Big Sky Funding Facility
−Removed: 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.
+Added: On December 10, 2019, Big Sky Funding, the Company’s wholly-owned subsidiary, entered into a senior secured revolving credit facility (which was subsequently amended on December 30, 2020 and September 30, 2021, and as further amended from time to time, the (“ Big Sky Funding Facility ”) with Bank of America, N.A.
(“ Bank of America ”).
Bank of America serves as administrative agent, Wells Fargo Bank, N.A.
−Removed: serves as collateral administrator and the Company serves as manager under the Revolving Credit Facility.
−Removed: 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.
+Added: serves as collateral administrator and the Company serves as manager under the Big Sky Funding Facility.
+Added: Advances under the Big Sky Funding Facility bear interest at a per annum rate equal to the one-month or three-month London Interbank Offered Rate in effect, plus, before September 30, 2021 the applicable margin of 1.60% per annum, and after September 30, 2021, the applicable margin of 1.70% per annum.
Big Sky Funding is required to utilize a minimum percentage of the financing commitments (the “ Minimum Utilization Amount ”), which amount increases in three-month intervals from 20% six months after the closing date of the Big Sky Funding Facility to 80% 15 months after the closing date of the Revolving Credit Facility and thereafter.
4 unchanged sentences
Effective December 30, 2020, the maximum commitment amount of the Big Sky Funding Facility was reduced to $400 million.
+Added: Effective September 30, 2021, the maximum commitment amount of the Big Sky Funding Facility was increased to $500 million.
Proceeds from borrowings under the Big Sky Funding Facility may be used to fund portfolio investments by Big Sky Funding and to make advances under revolving loans or delayed draw term loans where Big Sky Funding is a lender.
−Removed: All amounts outstanding under the Big Sky Funding Facility must be repaid by December 10, 2022.
−Removed: Big Sky Funding's obligations to the lenders under the Big Sky Funding Facility are secured by a first priority security interest in all of Big Sky Funding's portfolio investments and cash.
−Removed: The obligations of Big Sky Funding under the Big Sky Funding Facility are non-recourse to the Company, and the Company’s exposure under the Big Sky Funding Facility is limited to the value of the Company’s investment in Big Sky Funding.
−Removed: In connection with the Big Sky Funding Facility, Big Sky 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.
−Removed: The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of SPV occurs.
−Removed: Upon the occurrence and during the continuation of an event of default, Bank of America may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable.
−Removed: The occurrence of an event of default (as described above) triggers a requirement that SPV obtain the consent of Bank of America prior to entering into any sale or disposition with respect to portfolio investments .
−Removed: As of December 31, 2020, the Company was in compliance with all covenants and other requirements of the Big Sky Funding Facility.
+Added: All amounts outstanding under the Big Sky Funding Facility must be repaid by September 30, 2024.
Revolving Credit Facility
−Removed: 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.
+Added: On June 15, 2020, the Company entered into a senior secured revolving credit facility (which was subsequently amended and restated on June 30, 2021 and as further amended from time to time, the “ Revolving Credit Facility ”) with Citibank, N.A.
Citi serves as administrative agent and collateral agent.
3 unchanged sentences
Effective November 3, 2020, the maximum commitment amount of the Revolving Credit Facility increased to $745 million.
+Added: Effective June 30, 2021, the maximum commitment amount of the Revolving Credit Facility increased to $1,275 million.
+Added: Effective August 4, 2021, the maximum commitment amount of the Revolving Credit Facility increased to $1,325 million.
Borrowings under the Revolving Credit Facility are subject to compliance with a borrowing base.
−Removed: The Revolving Credit Facility has an accordion feature, subject to the satisfaction of various conditions, which
−Removed: 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.
1 unchanged sentence
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.
−Removed: 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%.
+Added: Loans under the Revolving Credit Facility bear interest at a per annum rate equal to, (x) for loans for which the Company elects the base rate option, the “alternate base rate” (which is the greatest of (a) the prime rate as publicly announced by Citi, (b) the sum of (i) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System plus (ii) 0.5%, and (c) one month LIBOR plus 1% per annum) plus (A) if the gross borrowing base is equal to or greater than 1.6 times the combined revolving debt amount, 0.75%, or (B) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 0.875%, and (y) for loans for which the Company elects the Eurocurrency option, the applicable LIBOR Rate for the related Interest Period for such Borrowing plus (A) if the gross borrowing base is equal to or greater than 1.6 times the combined revolving debt amount, 1.75%, or (B) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 1.875%.
The Company will pay an unused fee of 0.375% per annum on the daily unused amount of the revolver commitments.
8 unchanged sentences
As of December 31, 2021, the Company was in compliance with all covenants and other requirements of the Revolving Credit Facility.
−Removed: 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.
+Added: Unsecured Bonds
+Added: The Company issued unsecured notes, as further described below:
+Added: 2023 Notes, 2026 Notes, New 2026 Notes, 2027 Notes and 2028 Notes which are collectively referred to as the “Unsecured Notes.”
+Added: The Unsecured Notes contain certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, whether or not it is subject to those requirements, and to provide financial information to the holders of the Unsecured Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act.
+Added: These covenants are subject to important limitations and exceptions that are described in each respective indenture governing the Unsecured Notes (the "Unsecured Notes Indentures" ).
+Added: In addition, on the occurrence of a “change of control repurchase event,” as defined in each respective Unsecured Notes Indenture, the Company will generally be required to make an offer to purchase the outstanding Unsecured Notes at a price equal to 100% of the principal amount of such Unsecured Notes plus accrued and unpaid interest to the repurchase date.
+Added: As of December 31, 2021, the Company was in compliance with all covenants and other requirements of the Unsecured Notes.
+Added: On July 15, 2020, the Company issued $400 million aggregate principal amount of 3.650% notes due 2023 (the “2023 Notes” ) pursuant to an indenture (the “Base Indenture” ) and a supplemental indenture, each dated as of July 15, 2020 (and together with the Base Indenture, the “2023 Notes Indenture” ), between the Company and U.S.
Bank National Association (the “Trustee” ).
2 unchanged sentences
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.
−Removed: 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.
−Removed: These covenants are subject to important limitations and exceptions that are described in the 2023 Notes Indenture.
−Removed: 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.
−Removed: As of December 31, 2020, the Company was in compliance with all covenants and other requirements of the 2023 Notes.
−Removed: 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.
+Added: On October 23, 2020 and December 1, 2020, the Company issued $500 million aggregate principal amount and $300 million aggregate principal amount, respectively, of 3.625% notes due 2026 (the “2026 Notes” ) pursuant to a supplemental indenture, dated as of October 23, 2020 (and together with the Base Indenture, the “2026 Notes Indenture” ), to the Base Indenture between the Company and the Trustee.
The 2026 Notes will mature on January 15, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the 2026 Notes Indenture.
1 unchanged sentence
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.
−Removed: 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.
−Removed: These covenants are subject to important limitations and exceptions that are described in the 2026 Notes Indenture.
−Removed: 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.
−Removed: As of December 31, 2020, the Company was in compliance with all covenants and other requirements of the 2026 Notes.
+Added: New 2026 Notes
+Added: On March 16, 2021 and April 27, 2021, the Company issued $400 million aggregate principal amount and $300 million aggregate principal amount, respectively, of 2.750% notes due 2026 (the “New 2026 Notes” ) pursuant to a supplemental indenture, dated as of March 16, 2021 (and together with the Base Indenture, the "New 2026 Notes Indenture" ), to the Base Indenture between the Company and the Trustee.
+Added: The New 2026 Notes will mature on September 16, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture.
+Added: The New 2026 Notes bear interest at a rate of 2.750% per year payable semi-annually on March 16 and September 16 of each year, commencing on September 16, 2021.
+Added: The New 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the New 2026 Notes, rank
+Added: 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.
+Added: On July 23, 2021, the Company issued $650 million aggregate principal amount of 2.125% notes due 2027 (the “ 2027 Notes ”) pursuant to a supplemental indenture, dated as of July 23, 2021 (and together with the Base Indenture, the "2027 Notes Indenture" ), to the Base Indenture between the Company and the Trustee.
+Added: The 2027 Notes will mature on February 15, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture.
+Added: The 2027 Notes bear interest at a rate of 2.125% per year payable semi-annually on February 15 and August 15 of each year, commencing on February 15, 2022.
+Added: The 2027 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2027 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
+Added: On September 30, 2021, the Company issued $650 million in aggregate principal amount of its 2.850% notes due 2028 (the “2028 Notes” ) pursuant to a supplemental indenture, dated as of September 30, 2021 (and together with the Base Indenture, the “2028 Notes Indenture” ), to the Base Indenture between the Company and the Trustee.
+Added: The 2028 Notes will mature on September 30, 2028 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the 2028 Notes Indenture.
+Added: The 2028 Notes bear interest at a rate of 2.850% per year payable semi-annually on March 30 and September 30 of each year, commencing on March 30, 2022.
+Added: The 2028 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2028 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The Company’s outstanding debt obligations were as follows:
1 unchanged sentence
Aggregate Principal Committed Outstanding Principal Carrying Value Unused
−Removed: Portion (1) Amount Available (2)
+Added: Amount Available (2)
Jackson Hole Funding Facility (3)
8 unchanged sentences
800,000 800,000 792,757 — —
+Added: New 2026 Notes (5)
+Added: 700,000 700,000 691,662 — —
+Added: 2027 Notes (5)
+Added: 650,000 650,000 635,860 — —
+Added: 2028 Notes (5)
+Added: 650,000 650,000 637,324 — —
Total $ 6,250,000 $ 5,544,328 $ 5,498,633 $ 705,672 $ 567,292
2 unchanged sentences
Principal Carrying
−Removed: Available (2)
−Removed: Subscription Facility $ 400,000 $ 119,752 $ 119,752 $ 280,248 $ 280,248
+Added: Amount Available (2)
Jackson Hole Funding Facility (3)
2 unchanged sentences
Big Sky Funding Facility 400,000 200,346 200,346 199,654 117,599
+Added: Revolving Credit Facility (4)
+Added: 745,000 182,901 182,901 562,099 562,099
+Added: 2023 Notes (5)
+Added: 400,000 400,000 394,549 — —
+Added: 2026 Notes (5)
+Added: 800,000 800,000 791,281 — —
Total $ 3,570,000 $ 2,514,563 $ 2,500,393 $ 1,055,437 $ 973,382
7 unchanged sentences
dollars or certain other permitted currencies.
+Added: As of December 31, 2021, the Company had borrowings denominated in Canadian Dollars (CAD), Euros (EUR) and British Pounds (GBP) of 256.3 million, 18.6 million and 49.8 million, respectively.
As of December 31, 2020, the Company had borrowings denominated in Canadian Dollars (CAD) of 138.1 million.
+Added: (5) The carrying value of the Company's 2023 Notes, 2026 Notes, New 2026 Notes, 2027 Notes and 2028 Notes is presented net of unamortized debt issuance costs of $3.3 million, $7.2 million, $8.3 million, $14.1 million and $12.7 million, respectively, as of December 31, 2021.
The carrying value of the Company's 2023 Notes and 2026 Notes is presented net of unamortized debt issuance costs of $5.5 million and $8.7 million, respectively, as of December 31, 2020.
−Removed: 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.
+Added: As of December 31, 2021 and December 31, 2020, $38.6 million and $14.1 million, respectively, of interest expense and $0.5 million and $0.6 million, respectively, of unused commitment fees were included in interest payable.
For the years ended December 31, 2021, 2020 and 2019, the weighted average interest rate on all borrowings outstanding was 2.92%, 3.26% and 4.36% (including unused fees and accretion of net discounts on unsecured debt), respectively, and the average principal debt outstanding was $4,000.8 million, $1,902.7 million and $776.6 million, respectively.
12 unchanged sentences
As of December 31, 2021 and December 31, 2020 the Company had unfunded delayed draw terms loans and revolvers in the aggregate principal amount of $1,407.3 million and $432.3 million, respectively.
−Removed: Warehousing Transactions
−Removed: The Company entered into two warehousing transactions whereby the Company agreed, subject to certain conditions, to purchase certain assets from parties unaffiliated with the Adviser.
−Removed: Such warehousing transactions were designed to assist the Company in deploying capital upon receipt of drawdown proceeds.
−Removed: One of these warehousing transactions related primarily to originated or anchor investments in middle market loans (the “ Middle Market Warehouse ”).
−Removed: 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.
−Removed: Both the Middle Market Warehouse and the Syndicated Warehouse have been terminated.
−Removed: Middle Market Warehouse
−Removed: On September 10, 2018, the Company entered into a Warehousing Transaction for primarily middle market loans with a warehouse provider unaffiliated with the Adviser.
−Removed: The warehouse investments for the Middle Market Warehouse were ultimately selected by the warehouse provider, in its sole discretion, for an account which it solely controlled.
−Removed: Recommendations for such investments were made on a non-discretionary basis by an affiliate of the Adviser, but only if the Adviser determined the investment was desirable for the Company.
−Removed: The Company was a party to a forward purchase agreement pursuant to which the Company agreed to purchase certain assets held in the Middle Market Warehouse at a purchase price based on the cost of the asset to the warehouse provider plus amounts of unpaid interest, original issue discount and structuring fees accrued to the warehouse provider during the time the warehouse provider owned the asset.
−Removed: On July 12, 2019, the Company purchased all investments held by the Middle Market Warehouse for a total consideration of $86.9 million (including $0.2 million of accrued interest).
−Removed: The Middle Market Warehouse was terminated on September 10, 2019.
−Removed: Since the Company had a contractual obligation to acquire all qualifying assets in the Middle Market Warehouse through a forward purchase agreement, the mark-to-market gain/loss of all investments was recognized in the Company’s consolidated financial statements.
−Removed: The Company did not, however, have any direct interest in the underlying assets nor did it have the power to control the activities most significant to the economic performance of the Middle Market Warehouse, and therefore, such assets were not included in the Company’s consolidated financial statements.
−Removed: 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.
−Removed: 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.
−Removed: Syndicated Warehouse
−Removed: On August 21, 2018, the Company entered into a Warehousing Transaction with a third party whereby the Company (or the Company’s designees) agreed, subject to certain contingencies, to purchase the equity interests of a warehouse vehicle from such third party at a price equal to the initial capital contribution made by the third party equity holder plus accrued but unpaid interest on the underlying assets in the warehouse vehicle remaining after the payment of all other obligations outstanding under the credit agreement of the Syndicated Warehouse vehicle other than principal on the loan made under such credit agreement.
−Removed: The warehouse investments for the Syndicated Warehouse vehicle were selected by an affiliate of the Adviser as the collateral manager of the Syndicated Warehouse.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The following table summarizes the assets and liabilities of the Syndicated Warehouse as of the acquisition date:
−Removed: December 11, 2018
−Removed: Investments at fair value $ 120,988
−Removed: Cash and cash equivalents 919
−Removed: Interest receivable 604
−Removed: Receivable for investments sold 29,740
−Removed: Total assets $ 152,251
−Removed: Debt $ 65,000
−Removed: Payable for investments purchased 62,758
−Removed: Interest payable 140
−Removed: Total liabilities 127,898
−Removed: Total net assets 24,353
−Removed: Total liabilities and net assets $ 152,251
−Removed: On December 28, 2018, the Company caused a certificate of merger to be filed with the Delaware Secretary of State to merge the Syndicated Warehouse, a Cayman Islands exempted company, into Breckenridge Funding, a Delaware limited liability company at which time all the assets and liabilities of the Syndicated Warehouse became owned by Breckenridge Funding.
−Removed: Breckenridge is, and at the time of the merger the Syndicated Warehouse was, a wholly-owned bankruptcy remote subsidiary of the Company.
−Removed: The Syndicated Warehouse and Breckenridge were established in connection with non-recourse credit facilities provided by BNP Paribas as lender on August 21, 2018 and December 21, 2018, respectively.
−Removed: In connection with the merger, the Company caused the credit facility at the Syndicated Warehouse to be paid off and terminated.
+Added: Additionally, from time to time, the Adviser and its affiliates may commit to an investment on behalf of the investment vehicles it manages, including the Company.
+Added: Certain terms of these investments are not finalized at the time of the commitment and each respective investment vehicle's allocation may change prior to the date of funding.
+Added: In this regard, as of December 31, 2021 and December 31, 2020, the Company estimates that $290.5 million and $0.0 million, respectively, of investments that were committed but not yet funded.
Other Commitments and Contingencies
1 unchanged sentence
At December 31, 2021 and December 31, 2020, management is not aware of any pending or threatened litigation.
−Removed: Subscriptions and Drawdowns
−Removed: In connection with its formation, the Company has the authority to issue an unlimited number of shares at $0.001 per share par value.
−Removed: 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.
+Added: The Company has the authority to issue an unlimited number of shares at $0.001 per share par value.
+Added: On October 28, 2021, the Company priced its IPO, issuing 9,180,000 of its common shares of beneficial interest at a public offering price of $26.15 per share.
+Added: Net of underwriting fees, the Company received net cash proceeds, before offering expenses, of $230.6 million.
+Added: On November 4, 2021, the underwriters exercised their option to purchase an additional 1,377,000 shares of common shares, which resulted in net cash proceeds, before offering expenses, of $33.8 million.
+Added: The Company’s common shares began trading on the NYSE under the symbol “BXSL” on October 28, 2021.
+Added: In connection with the listing of the Company’s common shares on the NYSE, the Board decided to eliminate any outstanding fractional common shares (the “Fractional Shares” ), as permitted by Delaware law by rounding down the number of Fractional Shares held by each of our shareholders to the nearest whole share and paying each shareholder cash for such Fractional Shares.
+Added: Prior to September 8, 2021, 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.
−Removed: As of December 31, 2020, the Company had received Capital Commitments totaling $3,926.3 million ($713.3 million remaining undrawn), of which $80.0 million ($8.0 million remaining undrawn) were from affiliates of the Adviser.
+Added: As of September 8, 2021, all Capital Commitments in the amount of $3,926.3 million ($80.0 million from affiliates of the Adviser) had been drawn.
As of December 31, 2020, the Company had received Capital Commitments totaling $3,926.3 million ($713.3 million remaining undrawn), of which $80.0 million ($8.0 million remaining undrawn) were from affiliates of the Adviser.
+Added: The following table summarizes the total shares issued and proceeds received related to the Company’s capital drawdowns and IPO for the year ended December 31, 2021 (dollars in millions except share amounts):
+Added: Common Share Issuance Date Number of Common Shares Issued Aggregate Proceeds
+Added: June 8, 2021 13,869,637 $ 357.0
+Added: September 8, 2021 13,723,035 356.3
+Added: November 2021 (1)
+Added: 10,557,000 264.4
+Added: Total 38,149,672 $ 977.7
+Added: (1) Includes proceeds (net of any underwriting fees) from our initial public offering and the underwriter's exercise of the overallotment option.
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, 2020 (dollars in millions except share amounts):
−Removed: Common Share Issuance Date Number of Common Shares Issued Aggregate Offering Price
+Added: Common Share Issuance Date Number of Common Shares Issued Aggregate Proceeds
January 30, 2020 16,864,983 $ 440.9
9 unchanged sentences
Common Share Issuance Date Number of
−Removed: Shares Issued Aggregate
−Removed: Offering Price
+Added: Shares Issued Aggregate Proceeds
January 24, 2019 5,666,095 $ 142.1
4 unchanged sentences
December 16, 2019 10,474,169 271.1
−Removed: 10,474,169 271.1
Total 54,499,759 $ 1,393.8
−Removed: (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.
−Removed: 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 except share amounts):
−Removed: Common Share Issuance Date Number of Common Shares Issued Aggregate Offering Price
−Removed: September 14, 2018 60 $ —
−Removed: November 20, 2018 5,671,181 $ 141.8
−Removed: December 13, 2018 3,950,078 $ 97.5
−Removed: Total 9,621,319 $ 239.3
Distributions
+Added: The following table summarizes the Company’s regular distributions declared and payable for the year ended December 31, 2021 (dollars in thousands except per share amounts):
+Added: Date Declared Record Date Payment Date Per Share Amount Total Amount
+Added: February 24, 2021 March 31, 2021 May 14, 2021 $ 0.5000 $ 65,052
+Added: June 7, 2021 June 7, 2021 August 13, 2021 0.3736 48,734
+Added: June 7, 2021 June 30, 2021 August 13, 2021 0.1264 18,241
+Added: September 7, 2021 September 7, 2021 November 12, 2021 0.3750 54,250
+Added: September 7, 2021 September 30, 2021 November 12, 2021 0.1250 19,800
+Added: October 18, 2021 December 31, 2021 January 31, 2022 0.5300 89,715
+Added: Total distributions $ 2.0300 $ 295,792
+Added: On October 18, 2021, the Board also declared the following special distributions:
+Added: Record Date Payment Date Per Share Amount
+Added: January 18, 2022 May 13, 2022 $ 0.10
+Added: March 16, 2022 May 13, 2022 0.15
+Added: May 16, 2022 August 12, 2022 0.20
+Added: July 18, 2022 November 14, 2022 0.20
+Added: Total distributions $ 0.65
The following table summarizes the Company’s distributions declared and payable for the year ended December 31, 2020 (dollars in thousands except per share amounts):
26 unchanged sentences
Total distributions $ 2.0000 $ 67,511
−Removed: For the year ended December 31, 2018, no distributions were declared or paid by the Company.
Dividend Reinvestment
1 unchanged sentence
As a result, if the Board and the Company declares, a cash dividend or other distribution, then the Company’s shareholders who have not opted out of its dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash dividend or other distribution.
−Removed: Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.
−Removed: 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).
+Added: Starting from the consummation of the IPO, the number of shares to be issued to a shareholder is determined by dividing the total dollar amount of the cash dividend or distribution payable to a shareholder by the market price per common share at the close of regular trading on the NYSE on the payment date of a distribution, or if no sale is reported for such day, the average of the reported bid and ask prices.
+Added: However, if the market price per share on the payment date of a cash dividend or distribution exceeds the most recently computed net asset value per share, the Company will issue shares at the greater of (i) the most recently computed net asset value per share and (ii) 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeded the most recently computed net asset value per share).
+Added: For example, if the most recently computed net asset value per share is $25.00 and the market price on the payment date of a cash dividend is $24.00 per share, the Company will issue shares at $24.00 per share.
+Added: If the most recently computed net asset value per share is $25.00 and the market price on the payment date of a cash dividend is
+Added: $27.00 per share, the Company will issue shares at $25.65 per share (95% of the current market price).
+Added: If the most recently computed net asset value per share is $25.00 and the market price on the payment date of a cash dividend is $26.00 per share, the Company will issue shares at $25.00 per share.
Shareholders who receive distributions in the form of shares will generally be subject to the same U.S.
2 unchanged sentences
The Company intends to use newly issued shares to implement the plan.
−Removed: Shares issued under the dividend reinvestment plan will not reduce outstanding Capital Commitments.
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, 2021 (dollars in thousands except share amounts):
5 unchanged sentences
Total distributions $ 38,939 1,462,775
−Removed: 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):
+Added: 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
+Added: January 30, 2020 $ 2,882 112,302
May 15, 2020 4,244 194,694
2 unchanged sentences
Total distributions $ 18,745 784,781
−Removed: For the year ended December 31, 2018, no distributions were declared or paid by the Company.
+Added: 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, 2019 (dollars in thousands except share amounts):
+Added: Payment Date DRIP Shares Value DRIP Shares Issued
+Added: May 15, 2019 $ 519 20,605
+Added: August 14, 2019 1,748 68,165
+Added: November 14, 2019 2,051 79,894
+Added: Total distributions $ 4,318 168,664
+Added: Share Repurchase Plan
+Added: On October 18, 2021, the Board approved a share repurchase plan (the “ Company 10b5-1 Plan ”) to acquire up to approximately $262 million (representing the net proceeds from the IPO) in the aggregate of the Company’s common shares at prices below net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Exchange Act.
+Added: The Company put the 10b5-1 Plan in place because it believes that, in the current market conditions, if its common shares are trading below its then-current net asset value per share, it is in the best interest of the Company’s shareholders for the Company to reinvest in its portfolio.
+Added: The Company 10b5-1 Plan is intended to allow the Company to repurchase its common shares at times when it otherwise might be prevented from doing so under insider trading laws.
+Added: The Company 10b5-1 Plan requires Morgan Stanley & Co.
+Added: LLC, as the Company’s agent, to repurchase common shares on the Company’s behalf when the market price per share is below the most recently reported net asset value per share (including any updates, corrections or adjustments publicly announced by the Company to any previously announced net asset value per share).
+Added: The most recently reported net asset value per share will also be adjusted on the record date of any special distributions declared.
+Added: Under the Company 10b5-1 Plan, the
+Added: agent will increase the volume of purchases made as the price of our common shares declines, subject to volume restrictions.
+Added: The timing and amount of any share repurchases will depend on the terms and conditions of the Company 10b5-1 Plan, the market price of our common shares and trading volumes, and no assurance can be given that any particular amount of common shares will be repurchased.
+Added: The purchase of shares pursuant to the Company 10b5-1 Plan is intended to satisfy the conditions of Rule 10b5-1 and Rule 10b-18 under the Exchange Act, and will otherwise be subject to applicable law, including Regulation M, which may prohibit purchases under certain circumstances.
+Added: The Company 10b5-1 Plan commenced on November 26, 2021 and will terminate upon the earliest to occur of (i) 12-months from its commencement (tolled for periods during which the Company 10b5-1 Plan is suspended), (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the Company 10b5-1 Plan equals approximately $262 million (representing the net proceeds from the IPO) and (iii) the occurrence of certain other events described in the Company 10b5-1 Plan.
+Added: Shareholder Transfer Restrictions
+Added: For shareholders who held common shares prior to the IPO, following, without the consent of the Adviser:
+Added: • prior to January 3, 2022, a shareholder was not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber any common share held by such shareholder prior to the IPO (and any DRIP shares received with respect to such common shares);
+Added: • prior to March 1, 2022, a shareholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber 90% of the common shares held by such shareholder prior to the IPO (and any DRIP shares received with respect to such common shares);
+Added: • prior to May 1, 2022, a shareholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber 75% of the common shares held by such shareholder prior to the IPO (and any DRIP shares received with respect to such common shares);
+Added: • prior to July 1, 2022, a shareholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber 50% of the common shares held by such shareholder prior to the date of the IPO (and any DRIP shares received with respect to such common shares).
+Added: This means that, as a result of these transfer restrictions, without the consent of the Adviser, a shareholder who owned 100 common shares on the date of the IPO could not sell any of such shares until January 3, 2022;
+Added: prior to March 1, 2022, such shareholder could only sell up to 10 of such shares;
+Added: prior to May 1, 2022, such shareholder could only sell up to 25 of such shares;
+Added: prior to July 1, 2022, such shareholder could only sell up to 50 of such shares;
+Added: and after July 1, 2022, such shareholder could sell all of such shares.
+Added: Consent by the Adviser to waive any of the foregoing transfer restrictions is subject to the consent of the representatives on behalf of the underwriters in the IPO.
+Added: In addition, the Company’s trustees have agreed for a period of 180 days after the date of the IPO and the Company’s executive officers who are not trustees have agreed for a period of 180 days after the date of the IPO, not to transfer (whether by sale, gift, merger, by operation of law or otherwise) their common shares without the prior written consent of the representatives on behalf of the underwriters in the IPO, subject to certain exceptions.
Earnings Per Share
21 unchanged sentences
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.
−Removed: 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:
+Added: As of December 31, 2021, 2020 and 2019, the post-October capital losses elected by the Company to defer, and as such deemed to arise on January 1, 2022, are as follows:
For The Year Ended December 31,
19 unchanged sentences
Distributable ordinary income $ 104,080 $ 32,419 $ 16,748
+Added: Distributable capital gains 3,229 — —
Other temporary book/tax differences (17,389) (5,369) (4,212)
34 unchanged sentences
12.63 % 6.46 % 14.43 % (1.72) %
+Added: Total return based on market value (5)
+Added: 32.05 % N/A N/A N/A
Ratio of net expenses to average net assets (6)
5 unchanged sentences
Net assets, end of period 4,447,479 3,267,809 1,673,117 236,365
−Removed: Total capital commitments, end of period 3,926,295 3,230,641 952,234
−Removed: Ratios of total contributed capital to total committed capital, end of period 81.83 % 50.55 % 25.13 %
Asset coverage ratio 180.2 % 230.0% 215.1 % 227.8 %
4 unchanged sentences
Total return does not include sales load.
−Removed: (5) For the year ended December 31, 2018, amounts are annualized except for organizational costs and expense support amounts relating to organizational costs.
−Removed: 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.
+Added: (5) Total return based on market value is calculated as the change in market value per share during the respective periods, taking into account distributions, if any, reinvested in accordance with the Company’s dividend reinvestment plan.
+Added: The beginning market value per share is based on the initial public offering price of $26.15 per share and not annualized.
+Added: (6) Amounts are annualized except for expense support amounts relating to organizational costs mounts are annualized except for organizational costs and management fee and income based incentive fee waivers by the Adviser (refer to Note 3).
+Added: For the years ended December 31, 2021, 2020, 2019 and 2018, the ratio of total operating expenses to average net assets was 7.42%, 6.43%, 8.47% and 14.09%, respectively, on an annualized basis, excluding the effect of expense support/(recoupment) and management fee and income based incentive fee waivers by the Adviser which represented (0.17%), (0.07)%, (0.03)% and 5.20%, respectively, of average net assets.
Subsequent Events
1 unchanged sentence
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, 2021, except as discussed below.
+Added: On February 4, 2022, the Board appointed David Goldberg to the position of interim Chief Accounting Officer and interim Treasurer of the Company, effective as of the close of business on March 11, 2022.
+Added: Goldberg’s appointment coincides with the resignation, effective as of the close of business on March 11, 2022, of Robert Busch as the Chief Accounting Officer and Treasurer of the Company.
+Added: Busch’s decision to resign was based on a desire to pursue other opportunities and not the result of any disagreement relating to Blackstone or the Company’s operations, policies or practices.
On February 23, 2022, the Board declared a distribution of $0.53 per share, which is payable on May 13, 2022 to shareholders of record as of March 31, 2022.
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.