Blackstone Secured Lending Fund 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Uncertainty with respect to the economic effects of the COVID-19 outbreak has introduced significant volatility in the financial markets, and the effect of the volatility could materially impact our market risks, including those listed below. We are subject to financial market risks, including valuation risk and interest rate risk. Valuation Risk We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and we value these investments at fair value as determined in good faith by our Board, based on, among other things, the input of the Adviser, our Audit Committee and 115 Table of Contents independent third-party valuation firms engaged at the direction of the Board, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material. Interest Rate Risk Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We intend to fund portions of our investments with borrowings, and at such time, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure shareholders that a significant change in market interest rates will not have a material adverse effect on our net investment income. As of December 31, 2021, 99.9% of our debt investments based on fair value in our portfolio were at floating rates. Based on our consolidated balance sheet as of December 31, 2021, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates (considering interest rate floors and ceilings for floating rate instruments assuming no changes in our investment and borrowing structure) (dollar amounts in thousands): Interest Income Interest Expense Net Income Up 300 basis points $ 232,768 $ (70,390) $ 162,378 Up 200 basis points 134,462 (46,927) 87,535 Up 100 basis points 36,649 (23,463) 13,186 Down 100 basis points (1,257) 4,907 3,650 Down 200 basis points (1,257) 4,907 3,650 116 Table of Contents Item 8. Consolidated Financial Statements and Supplementary Data. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm 118 Consolidated Statements of Assets and Liabilities as of December 31, 202 1 and December 31, 20 20 120 Consolidated Statements of Operations for the years ended December 31, 202 1 , 20 20 and 20 19 121 Consolidated Statements of Changes in Net Assets for the years ended December 31, 2021, 2020 and 2019 122 Consolidated Statements of Cash Flows for the years ended December 31, 202 1 , 20 20 and 201 9 123 Consolidated Schedules of Investments as of December 31, 2021 and December 31, 2020 125 Notes to Consolidated Financial Statements 144 117 Table of Contents Report of Independent Registered Public Accounting Firm To the shareholders and the Board of Trustees of Blackstone Secured Lending Fund: Opinion on the Consolidated Financial Statements and Financial Highlights We have audited the accompanying consolidated statements of assets and liabilities of Blackstone 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. 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 These consolidated financial statements and financial highlights are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and financial highlights. Our procedures included confirmation of investments owned as of December 31, 2021 and 2020, by correspondence with the custodian, loan agents, and borrowers; when replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 118 Table of Contents Fair Value — Investments — Refer to Footnote 2 and 5 in the financial statements Critical Audit Matter Description As described in Note 5 to the consolidated financial statements, the Company 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. 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. 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. 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 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. • We evaluated the appropriateness of the estimates in the yield analyses through independent analysis and evidence, including the selected yields for debt investments. • With the assistance of our fair value specialists, we evaluated the valuation methodologies and related significant assumptions. • We evaluated the impact of current market events and conditions on the valuation methodologies and inputs used by the Adviser. /s/ DELOITTE & TOUCHE LLP New York, New York February 28, 2022 We have served as the Company’s auditor since 2018. 119 Table of Contents Blackstone Secured Lending Fund Consolidated Statements of Assets and Liabilities (in thousands, except share and per share amounts) December 31, 2021 December 31, 2020 ASSETS Investments at fair value Non controlled/non affiliated investments (cost of $9,712,367 and $5,575,482 at December 31, 2021 and December 31, 2020, respectively) $ 9,819,696 $ 5,585,942 Non-controlled/affiliated investments (cost of $32,759 and $0 at December 31, 2021 and December 31, 2020, respectively) 35,683 — Total investments at fair value (cost of $9,745,126 and $5,575,482 at December 31, 2021 and December 31, 2020, respectively) 9,855,379 5,585,942 Cash and cash equivalents 102,879 217,993 Interest receivable from non controlled/non affiliated investments 62,659 21,456 Deferred financing costs 13,552 6,933 Receivable for investments sold 142,878 114,537 Subscription receivable — 3,427 Other assets 194 578 Total assets $ 10,177,541 $ 5,950,866 LIABILITIES Debt (net of unamortized debt issuance costs of $45,695 and $14,170 at December 31, 2021 and December 31, 2020, respectively) $ 5,498,633 $ 2,500,393 Payable for investments purchased 36,217 48,582 Due to affiliates 8,248 5,546 Management fees payable 17,812 10,277 Income based incentive fee payable 19,809 15,262 Capital gains incentive fee payable 17,389 1,077 Interest payable 39,144 14,715 Distribution payable (Note 8) 89,715 86,638 Accrued expenses and other liabilities 3,095 567 Total liabilities 5,730,062 2,683,057 Commitments and contingencies (Note 7) NET ASSETS Common shares, $0.001 par value (unlimited shares authorized; 169,274,033 and 129,661,586 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively) 169 130 Additional paid in capital 4,245,125 3,232,562 Distributable earnings (loss) 202,185 35,117 Total net assets 4,447,479 3,267,809 Total liabilities and net assets $ 10,177,541 $ 5,950,866 NET ASSET VALUE PER SHARE $ 26.27 $ 25.20 The accompanying notes are an integral part of these consolidated financial statements. 120 Table of Contents Blackstone Secured Lending Fund Consolidated Statements of Operations (in thousands, except share and per share amounts) For the Year Ended December 31, 2021 2020 2019 Investment income: From non-controlled/non-affiliated investments: Interest income $ 610,508 $ 381,797 $ 146,380 Payment-in-kind interest income 8,188 7,119 988 Dividend income 219 — — Fee income 5,785 725 680 Total investment income 624,700 389,641 148,048 Expenses: Interest expense 120,469 65,949 35,431 Management fees 62,401 32,874 12,635 Income based incentive fee 67,272 41,983 13,818 Capital gains incentive fee 16,312 (3,141) 4,218 Professional fees 2,925 1,999 1,338 Board of Trustees' fees 571 467 430 Administrative service expenses (Note 3) 2,370 2,271 1,506 Other general and administrative 4,794 4,166 3,033 Amortization of offering costs — 1,509 1,090 Total expenses 277,114 148,077 73,499 Management fees waived (Note 3) (4,195) — — Incentive fees waived (Note 3) (2,333) — — Expense support (Note 3) — — (570) Recoupment of expense support (Note 3) — 1,466 800 Net expenses 270,586 149,543 73,729 Net investment income before excise tax 354,114 240,098 74,319 Excise tax expense 2,438 517 465 Net investment income after excise tax 351,676 239,581 73,854 Realized and unrealized gain (loss): Net change in unrealized appreciation (depreciation): Non-controlled/non-affiliated investments 101,804 (16,593) 28,173 Non-controlled/affiliated investments 2,923 — — Forward purchase obligation (Note 7) — — 222 Translation of assets and liabilities in foreign currencies (549) 11 (66) Net unrealized appreciation (depreciation) 104,178 (16,582) 28,329 Realized gain (loss): Non-controlled/non-affiliated investments 7,785 (4,378) 3,962 Foreign currency transactions (3,217) 17 61 Net realized gain (loss) 4,568 (4,361) 4,023 Net realized and unrealized gain (loss) 108,746 (20,943) 32,352 Net increase (decrease) in net assets resulting from operations $ 460,422 $ 218,638 $ 106,206 Net investment income per share (basic and diluted) $ 2.43 $ 2.51 $ 2.18 Earnings (loss) per share (basic and diluted) $ 3.19 $ 2.29 $ 3.14 Weighted average shares outstanding (basic and diluted) 144,510,122 95,333,867 33,858,642 Distributions declared per share $ 2.03 $ 2.30 $ 2.00 The accompanying notes are an integral part of these consolidated financial statements. 121 Table of Contents Blackstone Secured Lending Fund Consolidated Statements of Changes in Net Assets (in thousands) Par Amount Additional Paid in Capital Distributable Earnings (Loss) Total Net Assets Balance, December 31, 2018 $ 10 $ 239,247 $ (2,892) $ 236,365 Issuance of common shares 54 1,393,685 — 1,393,739 Reinvestment of dividends — 4,318 — 4,318 Net investment income — — 73,854 73,854 Net realized gain (loss) on investments — — 4,023 4,023 Net change in unrealized appreciation (depreciation) on investments — — 28,329 28,329 Dividends declared from net investment income — — (67,511) (67,511) Tax reclassification of shareholders' equity in accordance with US GAAP — (1,335) 1,335 — Balance, December 31, 2019 64 1,635,915 37,138 1,673,117 Issuance of common shares 65 1,579,929 — 1,579,994 Reinvestment of dividends 1 18,744 — 18,745 Net investment income — — 239,581 239,581 Net realized gain (loss) on investments — — (4,361) (4,361) Net change in unrealized appreciation (depreciation) on investments — — (16,582) (16,582) Dividends declared from net investment income — — (222,685) (222,685) Tax reclassification of shareholders' equity in accordance with US GAAP — (2,026) 2,026 — Balance, December 31, 2020 130 3,232,562 35,117 3,267,809 Issuance of common shares, net of offering and underwriting costs 38 976,063 — 976,101 Reinvestment of dividends 1 38,938 — 38,939 Net investment income — — 351,676 351,676 Net realized gain (loss) on investments — — 4,568 4,568 Net change in unrealized appreciation (depreciation) on investments — — 104,178 104,178 Dividends declared from net investment income — — (295,792) (295,792) Tax reclassification of shareholders' equity in accordance with US GAAP — (2,438) 2,438 — Balance, December 31, 2021 $ 169 $ 4,245,125 $ 202,185 $ 4,447,479 The accompanying notes are an integral part of these consolidated financial statements. 122 Table of Contents Blackstone Secured Lending Fund Consolidated Statements of Cash Flows (in thousands) For the Year Ended December 31, 2021 2020 2019 Cash flows from operating activities: Net increase (decrease) in net assets resulting from operations $ 460,422 $ 218,638 $ 106,206 Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: Net unrealized (appreciation) depreciation on investments (104,727) 16,593 (28,173) Net unrealized (appreciation) depreciation on forward purchase obligation — — (222) Net unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies 549 (11) 66 Net realized (gain) loss on investments (7,785) 4,378 (3,962) Net accretion of discount and amortization of premium (62,799) (50,058) (9,812) Payment-in-kind interest capitalized (9,152) (7,635) (803) Amortization of deferred financing costs 2,676 3,811 1,565 Amortization of debt financing and debt issuance costs 7,102 1,327 — Amortization of offering costs — 1,509 1,090 Purchases of investments (6,824,327) (4,485,214) (3,077,267) Proceeds from sale of investments and principal repayments 2,734,419 2,030,814 572,830 Changes in operating assets and liabilities: Interest receivable (41,203) (4,466) (14,778) Receivable for investments (28,341) (111,811) 15,020 Other assets 384 4 (211) Payable for investments purchased (12,365) 38,496 (139,427) Management fee payable 7,535 5,232 4,736 Income based incentive fee payable 4,547 8,917 6,345 Capital gains incentive fee payable 16,312 (3,141) 4,218 Due to affiliates 1,281 3,450 (349) Interest payable 24,429 9,219 4,578 Accrued expenses and other liabilities 2,529 (217) 65 Net cash provided by (used in) operating activities (3,828,514) (2,320,165) (2,558,285) Cash flows from financing activities: Borrowings on debt 5,778,952 2,992,142 2,259,973 Repayments on debt (2,780,121) (1,947,550) (990,754) Deferred financing costs paid (9,359) (6,540) (3,435) Debt issuance costs paid (3,398) (2,027) — Deferred offering costs paid — (749) (663) 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) Net cash provided by (used in) financing activities 3,713,400 2,472,663 2,617,552 Net increase (decrease) in cash and cash equivalents (115,114) 152,498 59,267 Cash and cash equivalents, beginning of period 217,993 65,495 6,228 Cash and cash equivalents, end of period $ 102,879 $ 217,993 $ 65,495 123 Table of Contents For the Year Ended December 31, 2021 2020 2019 Supplemental information and non-cash activities: Interest paid during the period $ 94,552 $ 51,918 $ 28,946 Distribution payable $ 89,715 $ 86,638 $ 27,827 Subscription receivable $ — $ 3,427 $ 5,942 Reinvestment of distributions during the period $ 38,939 $ 18,744 $ 4,318 Non-cash deferred financing costs activity $ (64) $ — $ — Non-cash debt issuance costs activity $ (92) $ 878 $ 1,032 Accrued but unpaid offering costs $ 1,573 $ — $ 596 Non-cash purchases of investments $ — $ (43,692) $ — Non-cash sales of investments $ — $ 43,692 $ — Excise taxes paid $ 131 $ 570 $ 52 The accompanying notes are an integral part of these consolidated financial statements. 124 Table of Contents Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets Investments - non-controlled/non-affiliated First Lien Debt Aerospace & Defense Corfin Holdings, Inc. (4)(11) L + 6.00% 7.00% 12/27/2027 $ 271,375 $ 267,405 $ 270,697 6.09 % Linquest Corp. (4)(5)(7)(10) L + 5.75% 6.50% 7/28/2028 17,456 17,082 17,057 0.38 MAG DS Corp. (11) L + 5.50% 6.50% 4/1/2027 83,707 77,289 77,011 1.73 Maverick Acquisition, Inc. (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 2.28 490,960 484,905 10.90 Air Freight & Logistics AGI-CFI Holdings, Inc. (4)(10) L + 5.50% 6.25% 6/11/2027 117,382 115,160 116,208 2.61 Livingston International, Inc. (4)(6)(10) L + 5.50% 6.25% 4/30/2027 130,160 127,052 128,858 2.90 Mode Purchaser, Inc. (4)(11) L + 6.25% 7.25% 12/9/2026 175,204 172,734 175,204 3.94 R1 Holdings, LLC (4)(7)(11) L + 6.00% 7.00% 1/2/2026 60,540 59,948 60,540 1.36 RWL Holdings, LLC (4)(7)(10) SOFR + 5.75% 6.50% 12/31/2028 24,315 23,768 23,764 0.53 SEKO Global Logistics Network, LLC (4)(5)(11) E + 5.00% 6.00% 12/30/2026 € 1,863 2,128 2,118 0.05 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 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 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. (8) L + 6.00% 6.10% 6/18/2025 62,223 61,448 62,560 1.41 Lindstrom, LLC (4)(11) L + 6.25% 7.25% 4/7/2025 122,220 120,954 122,220 2.75 Windows Acquisition Holdings, Inc. (4)(5)(11) L + 6.50% 7.50% 12/29/2026 55,418 54,488 55,418 1.25 395,281 399,969 9.00 Chemicals Polymer Additives, Inc. (8) L + 6.00% 6.13% 7/31/2025 24,177 23,457 23,585 0.53 VDM Buyer, Inc. (4)(8) L + 6.75% 6.89% 4/22/2025 € 23,779 26,474 26,231 0.59 VDM Buyer, Inc. (4)(8) L + 6.75% 6.88% 4/22/2025 62,449 61,761 60,575 1.36 111,692 110,391 2.48 125 Table of Contents Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets First Lien Debt (continued) Commercial Services & Supplies Bazaarvoice, Inc. (4)(7)(8) L + 5.75% 5.85% 5/7/2028 208,736 208,736 208,736 4.69 Java Buyer, Inc. (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 JSS Holdings, Inc. (4)(11) L + 6.25% 7.25% 12/17/2028 288,815 285,148 286,649 6.45 Knowledge Pro Buyer, Inc. (4)(7)(10) L + 5.75% 6.50% 12/10/2027 5,248 5,107 5,106 0.11 KPSKY Acquisition, Inc. (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 Veregy Consolidated, Inc. (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 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 Containers & Packaging Ascend Buyer, LLC (4)(7)(10) L + 5.75% 6.50% 9/30/2028 19,400 18,995 18,980 0.43 Distributors 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. (4)(11) L + 6.25% 7.25% 10/17/2025 74,059 73,123 73,503 1.65 Dana Kepner Company, LLC (4)(11) L + 6.25% 7.25% 12/29/2026 63,945 62,880 64,104 1.44 Genuine Cable Group, LLC (4)(7)(10) L + 5.75% 6.50% 11/2/2026 143,539 140,399 140,654 3.16 Marcone Yellowstone Buyer, Inc. (7)(10) L + 5.50% 6.25% 12/23/2028 5,000 4,884 4,884 0.11 NDC Acquisition Corp. (4)(7)(11) L + 5.75% 6.75% 3/9/2027 13,699 13,373 13,562 0.30 NDC Acquisition Corp. (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 Unified Door & Hardware Group, LLC (4)(11) L + 5.75% 6.75% 6/30/2025 95,336 93,908 94,860 2.13 434,969 437,605 9.82 Diversified Consumer Services Cambium Learning Group, Inc. (4)(7)(10) L + 5.50% 6.25% 7/20/2028 315,160 312,049 315,160 7.09 Dreambox Learning Holding, LLC (4)(10) L + 6.25% 7.00% 12/1/2027 7,087 6,937 6,945 0.16 Go Car Wash Management Corp. (4)(7)(11) L + 5.75% 6.75% 12/31/2026 11,073 10,697 10,686 0.24 329,683 332,791 7.49 Diversified Financial Services Barbri Holdings, Inc. (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 1.70 133,572 135,496 3.05 Diversified Telecommunication Services Point Broadband Acquisition, LLC (4)(7)(11) L + 6.00% 7.00% 10/1/2028 87,231 84,655 84,559 1.90 Electric Utilities Qualus Power Services Corp. (4)(7)(11) L + 5.50% 6.50% 3/26/2027 32,126 31,352 31,745 0.71 126 Table of Contents Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets First Lien Debt (continued) Electrical Equipment Emergency Power Holdings, LLC (4)(5)(7)(11) L + 5.50% 6.50% 8/17/2028 65,000 63,593 63,513 1.43 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 1.91 261,747 263,914 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 Energy Equipment & Services Abaco Energy Technologies, LLC (4)(11) L + 7.50% (incl. 1.00% PIK) 8.50% 10/4/2024 48,391 47,597 47,544 1.07 Tetra Technologies, Inc. (4)(6)(11) L + 6.25% 7.25% 9/10/2025 17,790 17,716 17,790 0.40 65,314 65,333 1.47 Health Care Equipment & Supplies CPI Buyer, LLC (4)(7)(10) L + 5.50% 6.25% 11/1/2028 29,500 28,777 28,767 0.65 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 Health Care Providers & Services ACI Group Holdings, Inc. (4)(5)(7)(10) L + 5.50% 6.25% 8/2/2028 109,290 106,643 107,682 2.42 ADCS Clinics Intermediate Holdings, LLC (4)(7)(11) L + 6.25% 7.25% 5/7/2027 8,247 8,069 8,129 0.18 Canadian Hospital Specialties Ltd. (4)(5)(6)(7)(11) L + 4.50% 5.50% 4/14/2028 C$ 27,052 21,291 21,430 0.48 Canadian Hospital Specialties Ltd. (4)(5)(6)(7)(11) - Revolving Term Loan C + 5.25% 6.25% 4/14/2028 C$ 547 399 388 0.01 CCBlue Bidco, Inc. (4)(7)(10) L + 6.25% (incl. 2.75% PIK) 7.00% 12/21/2028 9,728 9,515 9,514 0.21 Cross Country Healthcare, Inc. (4)(10) L + 5.75% 6.50% 6/8/2027 29,545 29,010 29,250 0.66 DCA Investment Holdings, LLC (4)(7)(10) L + 6.25% 7.00% 3/12/2027 24,471 24,128 24,203 0.54 Epoch Acquisition, Inc. (4)(11) L + 6.75% 7.75% 10/4/2024 24,560 24,404 24,560 0.55 Healthcomp Holding Company, LLC (4)(5)(7)(11) L + 5.75% 6.75% 10/27/2026 105,078 102,655 105,078 2.36 Jayhawk Buyer, LLC (4)(11) L + 5.00% 6.00% 10/15/2026 154,227 151,312 152,685 3.43 Navigator Acquiror, Inc. (4)(7)(9) L + 5.75% 6.25% 7/16/2027 201,924 200,061 200,915 4.52 Odyssey Holding Company, LLC (4)(11) L + 5.75% 6.75% 11/16/2025 20,489 20,274 20,489 0.46 Onex Baltimore Buyer, Inc. (4)(7)(10) L + 5.75% 6.50% 12/1/2027 28,977 28,368 28,364 0.64 Smile Doctors, LLC (4)(7)(10) L + 5.75% 6.50% 12/1/2028 9,449 9,221 9,233 0.21 Snoopy Bidco, Inc. (4)(7)(10) L + 6.00% 6.75% 6/1/2028 264,000 255,148 258,750 5.82 SpecialtyCare, Inc. (4)(5)(7)(11) L + 5.75% 6.75% 6/18/2028 12,225 11,844 11,975 0.27 Stepping Stones Healthcare Services, LLC (4)(7)(10) L + 5.75% 6.50% 1/2/2029 2,188 2,129 2,129 0.05 The GI Alliance Management, LLC (4)(11) L + 6.25% 7.25% 11/4/2024 272,257 267,352 270,216 6.08 US Oral Surgery Management Holdco, LLC (4)(7)(10) L + 5.50% 6.25% 11/18/2027 32,982 32,152 32,238 0.72 127 Table of Contents Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets First Lien Debt (continued) Health Care Providers & Services (continued) WHCG Purchaser III, Inc. (4)(5)(7)(10) L + 5.75% 6.50% 6/22/2028 46,608 45,438 45,352 1.02 1,349,412 1,362,579 30.63 Health Care Technology Edifecs, Inc. (4)(11) L + 7.00% 8.00% 9/21/2026 221,397 217,041 228,039 5.13 Edifecs, Inc. (4)(10) L + 5.50% 6.25% 9/21/2026 13,703 13,437 13,428 0.30 GI Ranger Intermediate, LLC (4)(7)(10) L + 6.00% 6.75% 10/29/2028 13,080 12,782 12,774 0.29 NMC Crimson Holdings, Inc. (4)(7)(10) L + 6.00% 6.75% 3/1/2028 71,173 68,879 69,279 1.56 Project Ruby Ultimate Parent Corp. (10) L + 3.25% 4.00% 3/3/2028 8,547 8,509 8,549 0.19 320,649 332,069 7.47 Insurance Alera Group, Inc. (4)(7)(10) L + 5.50% 6.25% 9/30/2028 3,713 3,678 3,676 0.08 Benefytt Technologies, Inc. (4)(7)(10) L + 6.00% 6.75% 8/12/2027 10,500 10,276 10,260 0.23 Foundation Risk Partners Corp. (4)(7)(10) L + 5.75% 6.50% 10/29/2028 24,286 23,881 23,891 0.54 Galway Borrower, LLC (4)(5)(7)(10) L + 5.25% 6.00% 9/24/2028 24,059 22,882 22,993 0.52 High Street Buyer, Inc. (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 Integrity Marketing Acquisition, LLC (4)(5)(11) L + 5.75% 6.75% 8/27/2025 19,879 19,640 19,829 0.45 Jones Deslauriers Insurance Management, Inc. (5)(6)(7)(10) C + 4.25% 5.00% 3/28/2028 C$ 68,239 53,248 53,799 1.21 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 Tennessee Bidco Limited (4)(5)(6)(8) L + 7.00% 7.15% 8/3/2028 63,529 61,854 61,623 1.39 Tennessee Bidco Limited (4)(5)(6)(7)(8) S + 7.00% 7.05% 8/3/2028 £ 25,848 33,898 33,663 0.76 Westland Insurance Group LTD (4)(5)(6)(11) L + 7.00% 8.00% 1/5/2027 42,483 39,257 41,315 0.93 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 Interactive Media & Services Bungie, Inc. (4)(11) L + 6.25% 7.25% 8/28/2024 47,200 46,824 47,200 1.06 Internet & Direct Marketing Retail Donuts, Inc. (4)(11) L + 6.00% 7.00% 12/29/2026 325,760 320,336 324,131 7.29 IT Services AI Altius Bidco, Inc. (4)(5)(7)(10) L + 5.50% 6.25% 12/13/2028 6,218 6,074 6,060 0.14 Inovalon Holdings, Inc. (4)(7)(10) L + 5.75% 6.50% 11/24/2028 103,533 100,841 100,806 2.27 Razor Holdco, LLC (4)(10) L + 5.75% 6.50% 10/25/2027 47,800 46,874 46,844 1.05 Red River Technology, LLC (4)(7)(11) L + 6.00% 7.00% 5/26/2027 81,604 80,264 78,951 1.78 Turing Holdco, Inc. (4)(5)(6)(8) L + 6.00% 6.13% 8/3/2028 8,437 8,192 8,184 0.18 Turing Holdco, Inc. (4)(5)(6)(7)(8) L + 6.00% 6.00% 8/3/2028 € 10,880 12,062 11,860 0.27 254,306 252,705 5.69 128 Table of Contents Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets First Lien Debt (continued) Machinery MHE Intermediate Holdings, LLC (4)(5)(7)(11) L + 5.75% 6.75% 7/21/2027 3,304 3,236 3,233 0.07 Marine Armada Parent, Inc. (4)(7)(10) L + 5.75% 6.50% 10/29/2027 25,250 24,682 24,665 0.55 Oil, Gas & Consumable Fuels Eagle Midstream Canada Finance, Inc. (4)(6)(13) L + 6.25% 7.75% 11/26/2024 150,862 149,549 150,862 3.39 Paper & Forest Products Profile Products, LLC (4)(7)(10) L + 5.50% 6.25% 11/12/2027 6,075 5,925 5,922 0.13 Professional Services ALKU, LLC (4)(10) L + 5.25% 6.00% 3/1/2028 79,643 78,914 79,245 1.78 ASP Endeavor Acquisition, LLC (4)(5)(9) L + 6.50% 7.00% 5/3/2027 13,905 13,625 13,766 0.31 BPPH2 Limited (4)(5)(6)(8) L + 6.75% 6.92% 3/2/2028 £ 26,300 35,487 35,978 0.81 CFGI Holdings, LLC (4)(7)(10) L + 5.25% 6.00% 11/1/2027 7,675 7,494 7,489 0.17 Clearview Buyer, Inc. (4)(5)(7)(10) L + 5.25% 6.00% 8/26/2027 17,339 16,969 16,947 0.38 Guidehouse, Inc. (4)(5)(7)(10) L + 5.50% 6.25% 10/16/2028 346,154 342,793 342,692 7.71 HIG Orca Acquisition Holdings, Inc. (4)(5)(7)(11) L + 6.00% 7.00% 8/17/2027 33,523 32,833 32,761 0.74 IG Investments Holdings, LLC (4)(5)(7)(10) L + 6.00% 6.75% 9/22/2028 47,676 46,726 47,375 1.07 Kaufman Hall & Associates, LLC (4)(7)(10) L + 5.50% 6.25% 12/14/2028 19,500 19,063 19,060 0.43 Material Holdings, LLC (4)(5)(7)(10) L + 5.75% 6.50% 8/19/2027 27,416 26,873 26,838 0.60 Sherlock Buyer Corp. (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 Trinity Air Consultants Holdings Corp. (4)(7)(10) L + 5.25% 6.00% 6/29/2027 69,311 67,797 67,656 1.52 Trinity Partners Holdings, LLC (4)(7)(10) L + 5.75% 6.50% 12/21/2028 4,658 4,551 4,551 0.10 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 Real Estate Management & Development Cumming Group, Inc. (4)(7)(11) L + 6.00% 7.00% 5/26/2027 55,072 53,548 54,820 1.23 Progress Residential PM Holdings, LLC (4)(7)(10) L + 6.25% 7.00% 2/16/2028 70,324 68,756 71,027 1.60 122,304 125,846 2.83 Road & Rail Gruden Acquisition, Inc. (4)(5)(7)(11) L + 5.25% 6.25% 7/1/2028 26,198 25,482 25,429 0.57 129 Table of Contents Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets First Lien Debt (continued) Software AxiomSL Group, Inc. (4)(7)(11) L + 6.00% 7.00% 12/3/2027 42,545 41,669 41,571 0.93 Connatix Buyer, Inc. (4)(5)(7)(10) L + 6.00% 6.75% 7/14/2027 37,718 36,822 36,746 0.83 Diligent Corporation (4)(11) L + 5.75% 6.75% 8/4/2025 59,550 58,861 59,103 1.33 Episerver, Inc. (4)(5)(7)(11) L + 5.50% 6.50% 4/9/2026 9,742 9,587 9,565 0.22 Experity, Inc. (4)(5)(7)(10) L + 5.50% 6.25% 7/22/2027 8,527 8,352 8,338 0.19 GovernmentJobs.com, Inc. (4)(7)(10) L + 5.50% 6.25% 12/1/2028 5,000 4,866 4,865 0.11 GraphPAD Software, LLC (4)(7)(11) L + 5.50% 6.50% 4/27/2027 26,853 26,453 26,488 0.60 LD Lower Holdings, Inc. (4)(7)(11) L + 6.50% 7.50% 2/8/2026 93,400 91,866 92,466 2.08 Mandolin Technology Intermediate Holdings, Inc. (4)(5)(7)(9) L + 3.75% 4.25% 7/6/2028 8,700 8,566 8,558 0.19 Medallia, Inc. (4)(10) L + 6.75% PIK 7.50% 10/29/2028 296,542 290,819 290,611 6.53 Monk Holding Co. (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 Nintex Topco Limited (4)(6)(10) L + 5.75% 6.50% 11/13/2028 34,475 33,799 33,786 0.76 Relativity ODA, LLC (4)(7)(11) L + 7.50% PIK 8.50% 5/12/2027 19,323 18,842 18,984 0.43 Relay Purchaser, LLC (4)(5)(7)(10) L + 6.00% 6.75% 8/30/2028 50,000 48,982 49,304 1.11 Spitfire Parent, Inc. (4)(5)(11) L + 5.50% 6.50% 3/11/2027 € 10,448 12,406 11,762 0.26 Spitfire Parent, Inc. (4)(7)(11) L + 5.50% 6.50% 3/11/2027 70,933 69,574 70,131 1.58 Stamps.com, Inc. (4)(10) L + 5.75% 6.50% 10/5/2028 290,278 284,671 284,473 6.40 The NPD Group L.P. (4)(7)(10) L + 6.00% 6.75% 11/9/2028 122,600 119,670 119,633 2.69 Triple Lift, Inc. (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 Specialty Retail CustomInk, LLC (4)(11) L + 6.21% 7.21% 5/3/2026 163,594 161,686 161,549 3.63 Technology Hardware, Storage & Peripherals Lytx, Inc. (4)(11) L + 6.75% 7.75% 2/28/2026 85,320 84,355 84,893 1.91 Trading Companies & Distributors Porcelain Acquisition Corp. (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 95,150 94,316 2.12 130 Table of Contents Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets First Lien Debt (continued) Transportation Infrastructure Capstone Logistics, LLC (7)(11) L + 4.75% 5.75% 11/12/2027 5,615 5,575 5,628 0.13 Frontline Road Safety, LLC (4)(7)(10) L + 5.75% 6.50% 5/3/2027 91,070 89,451 87,970 1.98 Helix TS, LLC (4)(7)(10) L + 5.75% 6.50% 8/4/2027 36,193 35,514 35,469 0.80 Roadsafe Holdings, Inc. (4)(7)(11) L + 5.75% 6.75% 10/19/2027 43,200 42,356 42,697 0.96 Safety Borrower Holdings LP (4)(5)(7)(11) L + 5.75% 6.75% 9/1/2027 4,195 4,147 4,145 0.09 Sam Holding Co, Inc. (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 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 Total First Lien Debt $ 9,563,051 $ 9,621,939 216.36 % Second Lien Debt Construction & Engineering COP Home Services TopCo IV, Inc. (4)(5)(11) L + 8.75% 9.75% 12/31/2028 $ 7,517 $ 7,369 $ 7,517 0.17 % Health Care Providers & Services Canadian Hospital Specialties Ltd. (4)(5)(6)(8) 8.75% 8.75% 4/15/2029 C$ 10,533 8,274 8,318 0.19 Jayhawk Buyer, LLC (4)(11) L + 8.75% 9.75% 10/15/2027 5,183 5,089 5,118 0.12 13,363 13,437 0.31 Industrial Conglomerates Victory Buyer, LLC (4)(9) L + 7.00% 7.50% 11/19/2028 9,619 9,523 9,523 0.21 Insurance Jones Deslauriers Insurance Management, Inc. (5)(6)(7)(9) C + 7.50% 8.00% 3/26/2029 C$ 25,495 19,778 20,295 0.46 IT Services Inovalon Holdings, Inc. (4)(5)(10) L + 10.50% PIK 11.25% 11/24/2033 9,182 8,909 8,907 0.20 Software 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 % Warrants Software Mermaid EquityCo L.P. - Class B Units (4) $ 4,551 $ 865 $ 7,645 0.17 % Total Warrants $ 865 $ 7,645 0.17 % Equity Aerospace & Defense Corfin Holdco, Inc. - Common Stock (4) 2,137,866 $ 4,767 $ 9,535 0.21 % 131 Table of Contents Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets Equity (continued) Air Freight & Logistics AGI Group Holdings LP - A2 Units (4) 902 902 971 0.02 Mode Holdings, L.P. - Class A-2 Common Units (4) 5,486,923 5,487 9,876 0.22 6,389 10,847 0.24 Distributors 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 4,061 7,466 0.17 Diversified Consumer Services Cambium Holdings, LLC - Senior Preferred Interests (4) 12,511,857 12,315 14,480 0.33 Deneb Ultimate Topco, LLC - Class A Units (4) 213 213 213 0.00 12,528 14,693 0.33 Diversified Telecommunication Services Point Broadband Holdings, LLC - Class A Units (4) 6,930 5,877 5,877 0.13 Point Broadband Holdings, LLC - Class B Units (4) 369,255 1,053 1,052 0.02 6,930 6,930 0.15 Health Care Equipment & Supplies GCX Corporation Group Holdings, L.P. - Class A-2 Units (4) 500 500 500 0.01 Health Care Providers & Services Jayhawk Holdings, LP - A-1 Common Units (4) 2,201 392 579 0.01 Jayhawk Holdings, LP - A-2 Common Units (4) 1,185 211 312 0.01 603 890 0.02 IT Services NC Ocala Co-Invest Beta, L.P. - LP Interest (4) 2,854,133 2,854 2,854 0.06 Professional Services Guidehouse Holding Corp. - Preferred Equity (4) 15,440 15,133 15,789 0.36 OHCP V TC COI, LP. - LP Interest (4) 3,500,000 3,500 3,500 0.08 18,633 19,289 0.44 Software Connatix Parent, LLC - Class L Common Units (4) 42,045 462 462 0.01 Lobos Parent, Inc. - Series A Preferred Shares (4) 1,545 1,506 1,518 0.03 Mandolin Technology Holdings, Inc.- Series A Preferred Shares (4) 3,550 3,444 3,602 0.08 Mermaid Equity Co. L.P. - Class A-2 Common Units (4) 14,849,355 14,849 39,054 0.88 20,261 44,637 1.00 132 Table of Contents Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets Equity (continued) Specialty Retail CustomInk, LLC - Series A Preferred Units (4) 384,520 5,200 6,272 0.14 Transportation Infrastructure Frontline Road Safety Investments, LLC - Class A Common Units (4) 27,536 2,909 2,628 0.06 Ncp Helix Holdings, LLC. - Preferred Shares (4) 369 372 397 0.01 3,281 3,025 0.07 Total Equity Investments $ 86,006 $ 126,937 2.84 % Total Investments - non-controlled/non-affiliated $ 9,712,367 $ 9,819,696 220.80 % Investments - non-controlled/affiliated Equity Insurance Blackstone Donegal Holdings LP - LP Interests (Westland Insurance Group LTD) (4)(5)(6)(14) $ 32,759 $ 35,683 0.80 % Total Equity $ 32,759 $ 35,683 0.80 % 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 Other Cash and Cash Equivalents $ 102,879 $ 102,879 2.31 % Total Portfolio Investments, Cash and Cash Equivalents $ 9,848,004 $ 9,958,258 223.90 % ` (1) Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. The total par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Each of the Company’s investments is pledged as collateral, under one or more of its credit facilities unless otherwise indicated (2) Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”), 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. 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. (3) The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). (4) These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board of Trustees (see Note 2 and Note 5), pursuant to the Company’s valuation policy. (5) These debt investments are not pledged as collateral under any of the Company's credit facilities. For other debt investments that are pledged to the Company's credit facilities, a single investment may be divided into parts that are individually pledged as collateral to separate credit facilities. Any other debt investments listed above are pledged to financing facilities and are not available to satisfy the creditors of the Company. (6) The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2021, non-qualifying assets represented 10.5% of total assets as calculated in accordance with regulatory requirements. 133 Table of Contents (7) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments: Investments—non-controlled/non-affiliated Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value First and Second Lien Debt ACI Group Holdings, Inc. Delayed Draw Term Loan 8/2/2023 $ 39,937 $ — ACI Group Holdings, Inc. Revolver 8/2/2027 11,567 (116) ADCS Clinics Intermediate Holdings, LLC Delayed Draw Term Loan 5/7/2023 881 — ADCS Clinics Intermediate Holdings, LLC Revolver 5/7/2027 1,301 (26) AI Altius Bidco, Inc. Delayed Draw Term Loan 12/21/2023 1,302 (26) Albireo Energy, LLC Delayed Draw Term Loan 6/23/2022 33,799 — Alera Group, Inc. Delayed Draw Term Loan 9/30/2028 28 — Armada Parent, Inc. Delayed Draw Term Loan 10/29/2023 2,500 (25) Armada Parent, Inc. Revolver 10/29/2027 2,750 — Ascend Buyer, LLC Revolver 9/30/2027 1,617 — AxiomSL Group, Inc. Delayed Draw Term Loan 12/3/2027 2,949 (59) AxiomSL Group, Inc. Revolver 12/3/2025 3,221 (64) Bazaarvoice, Inc. Delayed Draw Term Loan 11/7/2022 32,212 — Bazaarvoice, Inc. Revolver 5/7/2026 28,662 — Benefytt Technologies, Inc. Delayed Draw Term Loan 8/12/2023 2,985 (30) Monk Holding Co. Delayed Draw Term Loan 8/12/2023 2,230 — Cambium Learning Group, Inc. Revolver 7/20/2028 43,592 — Canadian Hospital Specialties Ltd. Delayed Draw Term Loan 4/14/2023 5,754 — Canadian Hospital Specialties Ltd. Revolver 4/14/2027 2,440 — Capstone Logistics, LLC Delayed Draw Term Loan 11/12/2027 338 — CCBlue Bidco, Inc. Delayed Draw Term Loan 12/21/2023 1,920 — CFGI Holdings, LLC Delayed Draw Term Loan 11/2/2027 1,200 (12) CFGI Holdings, LLC Revolver 11/2/2027 1,050 (21) Clearview Buyer, Inc. Delayed Draw Term Loan 8/26/2024 3,668 — Clearview Buyer, Inc. Revolver 2/26/2027 449 — Connatix Buyer, Inc. Delayed Draw Term Loan 7/14/2023 10,900 (109) Connatix Buyer, Inc. Revolver 7/14/2027 5,431 — COP Home Services TopCo IV, Inc. Revolver 12/31/2025 1,331 — CPI Buyer, LLC Delayed Draw Term Loan 5/1/2023 8,747 — CPI Buyer, LLC Revolver 11/1/2026 3,214 (64) Cumming Group, Inc. Delayed Draw Term Loan 5/26/2027 27,409 — Cumming Group, Inc. Revolver 5/26/2027 11,576 — DCA Investment Holdings, LLC Delayed Draw Term Loan 3/12/2023 3,900 — Emergency Power Holdings, LLC Delayed Draw Term Loan 8/17/2023 18,700 — Episerver, Inc. Revolver 4/9/2026 2,064 (31) Experity, Inc. Revolver 7/22/2027 948 (19) Foundation Risk Partners Corp. Delayed Draw Term Loan 10/29/2023 2,108 — Foundation Risk Partners Corp. Revolver 10/29/2027 2,382 (36) Frontline Road Safety, LLC - A Delayed Draw Term Loan 5/3/2027 3,419 — Frontline Road Safety, LLC - B Delayed Draw Term Loan 5/3/2022 26,351 — Galway Borrower, LLC Delayed Draw Term Loan 9/30/2023 35,620 — 134 Table of Contents Investments—non-controlled/non-affiliated Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value First and Second Lien Debt (continued) Galway Borrower, LLC Revolver 9/30/2027 19,017 (380) GCX Corporation Buyer, LLC Delayed Draw Term Loan 9/13/2023 7,500 — Genuine Cable Group, LLC Delayed Draw Term Loan 4/1/2023 37,385 — GI Ranger Intermediate, LLC Delayed Draw Term Loan 10/29/2023 2,000 (20) GI Ranger Intermediate, LLC Revolver 10/29/2027 1,200 (24) Go Car Wash Management Corp. Delayed Draw Term Loan 8/31/2023 12,715 — GovernmentJobs.com, Inc. Delayed Draw Term Loan 11/30/2023 2,144 — GovernmentJobs.com, Inc. Revolver 11/30/2027 677 (14) GI Consilio Parent, LLC Revolver 5/14/2026 4,200 — GraphPAD Software, LLC Delayed Draw Term Loan 4/27/2027 6,429 (64) GraphPAD Software, LLC Revolver 4/27/2027 2,124 — Gruden Acquisition, Inc. Delayed Draw Term Loan 7/1/2023 3,428 — Gruden Acquisition, Inc. Revolver 7/1/2026 3,000 (75) Guidehouse, Inc. Revolver 10/15/2027 27,395 — Healthcomp Holding Company, LLC Delayed Draw Term Loan 4/27/2022 28,515 — Helix TS, LLC Delayed Draw Term Loan 8/3/2023 16,420 — HIG Orca Acquisition Holdings, Inc. Delayed Draw Term Loan 8/17/2023 6,210 (62) HIG Orca Acquisition Holdings, Inc. Revolver 8/17/2027 1,481 — High Street Buyer, Inc. - B Delayed Draw Term Loan 4/16/2028 3,573 — High Street Buyer, Inc. Revolver 4/16/2027 2,254 (45) IG Investments Holdings, LLC Revolver 9/22/2027 1,791 — Inovalon Holdings, Inc. Delayed Draw Term Loan 6/24/2024 11,060 (138) Integrity Marketing Acquisition, LLC Delayed Draw Term Loan 8/27/2025 12,762 — Java Buyer, Inc. Delayed Draw Term Loan 12/15/2023 2,950 — Java Buyer, Inc. Revolver 12/15/2027 820 (16) Jones Deslauriers Insurance Management, Inc. Delayed Draw Term Loan 3/28/2022 15,248 — Jones Deslauriers Insurance Management, Inc. (2nd Lien) Delayed Draw Term Loan 3/28/2022 2,441 — Kaufman Hall & Associates, LLC Delayed Draw Term Loan 12/14/2023 4,960 (50) Knowledge Pro Buyer, Inc. Delayed Draw Term Loan 12/10/2023 2,121 — Knowledge Pro Buyer, Inc. Revolver 12/10/2027 784 — KPSKY Acquisition, Inc. Delayed Draw Term Loan 10/19/2023 1,188 — L&S Mechanical Acquisition, LLC Delayed Draw Term Loan 9/1/2022 4,088 — LD Lower Holdings, Inc. Delayed Draw Term Loan 2/8/2023 15,684 — Linquest Corp. Delayed Draw Term Loan 1/27/2023 4,975 (50) Mandolin Technology Intermediate Holdings, Inc. Revolver 7/30/2026 1,200 — Marcone Yellowstone Buyer, Inc. Delayed Draw Term Loan 12/23/2028 1,600 — Material Holdings, LLC Delayed Draw Term Loan 8/19/2023 3,533 — Material Holdings, LLC Revolver 8/17/2027 1,484 — Maverick Acquisition, Inc. Delayed Draw Term Loan 6/1/2023 6,243 — MHE Intermediate Holdings, LLC Delayed Draw Term Loan 7/21/2023 170 — MHE Intermediate Holdings, LLC Revolver 7/21/2027 268 (5) MRI Software, LLC Revolver 2/10/2026 1,516 — 135 Table of Contents Investments—non-controlled/non-affiliated Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value First and Second Lien Debt (continued) Navigator Acquiror, Inc. Delayed Draw Term Loan 7/16/2023 65,988 — NDC Acquisition Corp. Revolver 3/9/2027 3,211 — NMC Crimson Holdings, Inc. Delayed Draw Term Loan 3/1/2023 31,400 (471) Porcelain Acquisition Corp. Delayed Draw Term Loan 4/30/2022 22,627 (665) Progress Residential PM Holdings, LLC Delayed Draw Term Loan 2/16/2022 16,623 — Onex Baltimore Buyer, Inc. Delayed Draw Term Loan 12/1/2023 3,388 — PGIS Intermediate Holdings, LLC Delayed Draw Term Loan 10/16/2028 1,297 (13) PGIS Intermediate Holdings, LLC Revolver 10/16/2028 330 (2) Point Broadband Acquisition, LLC Delayed Draw Term Loan 10/1/2023 39,309 (491) Profile Products, LLC Delayed Draw Term Loan 11/12/2027 1,340 — Profile Products, LLC Revolver 11/12/2027 893 (18) Qualus Power Services Corp. Delayed Draw Term Loan 3/26/2023 5,917 — R1 Holdings, LLC Delayed Draw Term Loan 4/19/2022 8,886 — Radwell International, LLC Delayed Draw Term Loan 7/13/2023 9,740 — Radwell International, LLC Revolver 7/13/2027 11,458 — Red River Technology, LLC Delayed Draw Term Loan 5/26/2023 25,880 — Relativity ODA, LLC Revolver 5/12/2027 3,292 (49) Relay Purchaser, LLC Revolver 8/30/2026 7,143 (71) Roadsafe Holdings, Inc. Delayed Draw Term Loan 10/19/2022 7,100 — RWL Holdings, LLC Delayed Draw Term Loan 12/1/2027 6,452 (65) Safety Borrower Holdings LP Delayed Draw Term Loan 9/1/2022 932 — Safety Borrower Holdings LP Revolver 9/1/2027 373 (4) Sam Holding Co, Inc. Delayed Draw Term Loan 9/24/2023 33,600 — Sam Holding Co, Inc. 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 — SelectQuote, Inc. Delayed Draw Term Loan 11/3/2022 16,067 — Sherlock Buyer Corp. Delayed Draw Term Loan 12/8/2028 2,794 (28) Sherlock Buyer Corp. Revolver 12/8/2027 1,111 (22) Smile Doctors, LLC Delayed Draw Term Loan 12/21/2023 1,623 — Smile Doctors, LLC Revolver 12/21/2027 1,174 — Snoopy Bidco, Inc. Delayed Draw Term Loan 6/1/2023 86,000 — SpecialtyCare, Inc. Delayed Draw Term Loan 6/18/2023 1,260 — SpecialtyCare, Inc. Revolver 6/18/2026 1,047 — Spitfire Parent, Inc. Delayed Draw Term Loan 9/4/2022 9,222 — Stepping Stones Healthcare Services, LLC Delayed Draw Term Loan 12/30/2023 748 (7) Stepping Stones Healthcare Services, LLC Revolver 12/30/2026 371 — 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 — TCFI AEVEX, LLC Delayed Draw Term Loan 3/18/2022 30,445 (304) Tennessee Bidco Limited - GBP Delayed Draw Term Loan 8/3/2028 34,405 — Trinity Air Consultants Holdings Corp. Delayed Draw Term Loan 6/29/2023 24,085 (241) 136 Table of Contents Investments—non-controlled/non-affiliated Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value First and Second Lien Debt (continued) Trinity Air Consultants Holdings Corp. Revolver 6/29/2027 1,376 — Trinity Partners Holdings, LLC Delayed Draw Term Loan 12/21/2023 1,380 (14) Triple Lift, Inc. Revolver 5/6/2028 7,698 (154) 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 — The NPD Group L.P. Revolver 12/1/2027 9,260 (86) Turing Holdco, Inc. Delayed Draw Term Loan 8/3/2028 9,318 — US Oral Surgery Management Holdco, LLC Delayed Draw Term Loan 1/7/2022 12,338 — US Oral Surgery Management Holdco, LLC Revolver 11/18/2027 3,233 (65) Westland Insurance Group LTD Delayed Draw Term Loan 7/5/2022 86,743 — West Monroe Partners, LLC Delayed Draw Term Loan 11/9/2023 3,848 — West Monroe Partners, LLC Revolver 11/9/2027 1,443 — WHCG Purchaser III, Inc. Delayed Draw Term Loan 6/22/2023 20,425 — WHCG Purchaser III, Inc. Revolver 6/22/2026 6,723 (134) Total First Lien Debt Unfunded Commitments $ 1,407,311 $ (4,688) (8) There are no interest rate floors on these investments. (9) The interest rate floor on these investments as of December 31, 2021 was 0.50% (10) The interest rate floor on these investments as of December 31, 2021 was 0.75% (11) The interest rate floor on these investments as of December 31, 2021 was 1.00% (12) The interest rate floor on these investments as of December 31, 2021 was 1.25%. (13) The interest rate floor on these investments as of December 31, 2021 was 1.50% (14) Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2021, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2021, the Company’s non-controlled/affiliated investments were as follows: Fair value as of December 31, 2020 Gross Additions Gross Reductions Change in Unrealized Gains (Losses) Fair value as of December 31, 2021 Dividend and Interest Income Non-controlled/Affiliated Investments Blackstone Donegal Holdings LP (Westland Insurance Group, LTD) $ — $ 32,760 $ — $ 2,923 $ 35,683 $ — Total $ — $ 32,760 $ — $ 2,923 $ 35,683 $ — The accompanying notes are an integral part of these consolidated financial statements. 137 Table of Contents Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2020 (in thousands) Investments—non-controlled/non-affiliated (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets First Lien Debt Aerospace & Defense Corfin Holdings, Inc. (4)(9) L + 6.00% 7.00% 2/5/2026 $ 203,463 $ 200,008 $ 202,954 6.21 % MAG DS Corp (9) L + 5.50% 6.50% 4/1/2027 87,607 79,610 83,884 2.57 TCFI AEVEX, LLC (4)(7)(9) L + 6.00% 7.00% 3/18/2026 102,020 100,089 100,868 3.09 379,707 387,706 11.87 Air Freight & Logistics Livingston International Inc. (4)(6)(9) L + 5.75% 6.75% 4/30/2026 122,138 118,447 121,527 3.72 Mode Purchaser, Inc. (4)(9) L + 6.25% 7.25% 12/9/2026 176,988 173,986 171,235 5.24 Omni Intermediate Holdings, LLC (4)(5)(7)(9) L + 5.00% 6.00% 12/30/2026 5,000 4,875 4,875 0.15 Omni Intermediate Holdings, LLC - Revolving Term Loan (4)(5)(7)(9) L + 5.00% 6.00% 12/30/2025 42 28 28 — R1 Holdings, LLC (4)(7)(9) L + 6.00% 7.06% 1/2/2026 57,669 56,856 57,093 1.75 354,192 354,758 10.86 Building Products Jacuzzi Brands, LLC (4)(9) L + 6.50% 7.50% 2/25/2025 99,228 97,922 95,755 2.93 Latham Pool Products, Inc. (8) L + 6.00% 6.15% 6/18/2025 49,193 47,888 49,117 1.50 Lindstrom, LLC (4)(9) L + 6.25% 7.25% 4/7/2025 129,650 127,891 127,057 3.89 The Wolf Organization, LLC (4)(9) L + 6.50% 7.50% 9/3/2026 95,750 94,204 96,707 2.96 Windows Acquisition Holdings, Inc. (4)(5)(9) L + 6.50% 7.50% 12/29/2026 62,996 61,737 61,736 1.89 Windows Acquisition Holdings, Inc. - Revolving Term Loan (4)(5)(7)(9) L + 6.50% 7.50% 12/29/2025 4,620 4,620 4,620 0.14 434,262 434,992 13.31 Capital Markets Advisor Group Holdings, Inc. (8) L + 5.00% 5.15% 7/31/2026 6,430 5,981 6,390 0.20 Chemicals DCG Acquisition Corp. (4)(7)(9) L + 7.50% 8.50% 9/30/2026 39,800 38,886 39,402 1.21 LSF11 Skyscraper US Bidco 2, LLC (4)(6)(9) L + 5.50% 6.50% 9/29/2027 106,878 101,786 106,344 3.25 LSF11 Skyscraper Holdco S.à r.l, LLC (4)(6)(9) L + 5.50% 6.50% 9/29/2027 335 319 334 0.01 Polymer Additives, Inc. (8) L + 6.00% 6.21% 7/31/2025 29,452 28,400 24,726 0.76 USALCO, LLC (4)(7)(10) L + 7.25% 8.50% 6/1/2026 166,751 162,734 168,553 5.16 USALCO, LLC (4)(9) L + 6.50% 7.50% 6/1/2026 35,693 34,979 34,979 1.07 VDM Buyer, Inc. (4)(8) L + 6.75% 6.97% 4/22/2025 € 24,023 26,651 28,512 0.87 VDM Buyer, Inc. (4)(8) L + 6.75% 6.97% 4/22/2025 63,089 62,184 61,197 1.87 455,939 464,046 14.20 138 Table of Contents Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2020 (in thousands) Investments—non-controlled/non-affiliated (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets First Lien Debt (continued) Commercial Services & Supplies Veregy Consolidated, Inc. (9) L + 6.00% 7.00% 11/3/2027 20,000 19,413 19,850 0.61 JSS Holdings, Inc. (4)(9) L + 6.25% 7.25% 12/17/2027 327,174 322,295 322,266 9.86 The Action Environmental Group, Inc. (4)(7)(10) L + 6.00% 7.25% 1/16/2026 118,275 116,101 113,544 3.47 457,809 455,660 13.94 Construction & Engineering Brand Industrial Services, Inc. (9) L + 4.25% 5.25% 6/21/2024 7,884 7,317 7,706 0.24 COP Home Services TopCo IV, Inc. (4)(5)(7)(9) L + 5.00% 6.00% 12/31/2027 16,162 15,482 15,482 0.47 IEA Energy Services, LLC (8) L + 6.75% 7.00% 9/25/2024 30,517 29,556 30,466 0.93 52,355 53,654 1.64 Distributors Bution Holdco 2, Inc. (4)(9) L + 6.25% 7.25% 10/17/2025 123,438 121,467 120,969 3.70 Dana Kepner Company, LLC (4)(7)(9) L + 6.25% 7.25% 12/29/2026 71,667 70,236 70,234 2.15 EIS Buyer, LLC (4)(11) L + 6.25% 7.75% 9/30/2025 81,984 80,687 79,524 2.43 Fastlane Parent Company, Inc. (8) L + 4.50% 4.65% 2/4/2026 12,481 12,285 12,450 0.38 PSS Industrial Group Corp. (11) L + 6.00% 7.50% 4/10/2025 56,162 53,161 39,875 1.22 SEKO Global Logistics Network, LLC (4)(5)(7)(9) L + 5.00% 6.00% 12/30/2026 4,700 4,609 4,608 0.14 Tailwind Colony Holding Corporation (4)(9) L + 7.50% 8.50% 11/13/2024 33,045 32,698 31,971 0.98 Unified Door & Hardware Group, LLC (4)(9) L + 6.25% 7.25% 6/30/2025 91,063 89,440 91,063 2.79 464,583 450,695 13.79 Diversified Financial Services SelectQuote, Inc. (4)(9) L + 6.00% 7.00% 11/5/2024 59,714 58,153 60,311 1.85 Electrical Equipment Shoals Holdings, LLC (4)(9) L + 3.25% 4.25% 11/25/2026 149,687 145,982 145,944 4.47 Electronic Equipment, Instruments & Components Albireo Energy, LLC (4)(5)(7)(9) L + 6.00% 7.00% 12/23/2026 111,978 108,911 108,899 3.34 Convergeone Holdings, Inc. (8) L + 5.00% 5.15% 1/4/2026 14,617 14,187 13,849 0.42 123,098 122,748 3.76 Energy Equipment & Services Abaco Energy Technologies, LLC (4)(11) L + 7.00% 8.50% 10/4/2024 58,246 56,934 53,877 1.65 Tetra Technologies, Inc. (4)(6)(9) L + 6.25% 7.25% 9/10/2025 23,296 23,174 21,666 0.66 80,108 75,543 2.31 Health Care Equipment & Supplies Lifescan Global Corporation (8) L + 6.00% 6.23% 10/1/2024 5,797 5,633 5,537 0.17 Surgical Specialties Corp (US) Inc. (4)(6)(8) L + 5.00% 5.25% 5/7/2025 32,998 32,036 32,997 1.01 37,669 38,535 1.18 139 Table of Contents Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2020 (in thousands) Investments—non-controlled/non-affiliated (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets First Lien Debt (continued) Health Care Providers & Services Epoch Acquisition, Inc. (4)(9) L + 6.75% 7.75% 10/4/2024 24,813 24,598 24,689 0.76 Healthcomp Holding Company, LLC (4)(5)(7)(9) L + 6.00% 7.00% 10/27/2026 87,300 84,901 84,827 2.60 Jayhawk Buyer, LLC (4)(7)(9) L + 5.75% 6.75% 10/15/2026 107,884 105,283 105,187 3.22 Monroe Capital Holdings, LLC (4)(7)(9) L + 6.75% 7.75% 9/8/2026 107,359 105,317 106,286 3.25 Odyssey Holding Company, LLC (4)(9) L + 5.75% 6.75% 11/16/2025 18,898 18,680 18,898 0.58 The GI Alliance Management, LLC (4)(7)(9) L + 6.25% 7.25% 11/4/2024 189,409 184,953 180,127 5.51 523,732 520,014 15.92 Health Care Technology Edifecs, Inc. (4)(9) L + 7.50% 8.50% 9/21/2026 263,008 256,739 259,063 7.93 Project Ruby Ultimate Parent Corp (4)(9) L + 4.25% 5.25% 2/9/2024 30,000 29,550 30,075 0.92 286,289 289,138 8.85 Hotels, Restaurants & Leisure Excel Fitness Holdings, Inc (9) L + 5.25% 6.25% 10/7/2025 46,588 44,918 42,939 1.31 Industrial Conglomerates Tailwind Smith Cooper Intermediate Corporation (8) L + 5.00% 5.15% 5/28/2026 30,682 29,746 29,190 0.89 Insurance Integrity Marketing Acquisition, LLC (4)(5)(7)(9) L + 6.25% 7.25% 8/27/2025 32,651 31,962 31,902 0.98 SG Acquisition, Inc. (4)(8) L + 5.75% 5.90% 1/27/2027 102,895 101,111 101,352 3.10 133,073 133,254 4.08 Interactive Media & Services Bungie, Inc. (4)(9) L + 6.25% 7.25% 8/28/2024 47,200 46,683 47,200 1.44 Internet & Direct Marketing Retail Shutterfly, Inc. (9) L + 6.00% 7.00% 9/25/2026 26,457 24,488 26,386 0.81 Donuts, Inc. (4)(7)(9) L + 6.00% 7.00% 12/29/2026 381,538 373,918 373,908 11.44 398,405 400,294 12.25 IT Services Ahead Data Blue, LLC (9) L + 5.00% 6.00% 10/13/2027 13,207 12,180 13,025 0.40 Park Place Technologies, LLC (9) L + 5.00% 6.00% 11/10/2027 45,000 43,232 43,350 1.33 55,412 56,375 1.73 Machinery Apex Tool Group, LLC (10) L + 5.25% 6.50% 8/1/2024 53,301 52,194 52,845 1.62 Oil, Gas & Consumable Fuels Eagle Midstream Canada Finance, Inc (4)(6)(11) L + 6.25% 7.75% 11/26/2024 150,862 149,099 148,599 4.55 Paper & Forest Products Pixelle Specialty Solutions, LLC (9) L + 6.50% 7.50% 10/31/2024 14,380 14,146 14,373 0.44 Personal Products Paula's Choice Holdings, Inc. (4)(9) L + 6.25% 7.25% 11/17/2025 55,000 53,523 53,488 1.64 140 Table of Contents Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2020 (in thousands) Investments—non-controlled/non-affiliated (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets First Lien Debt (continued) Professional Services APFS Staffing Holdings, Inc. (8) L + 4.75% 4.90% 4/15/2026 18,201 17,922 17,916 0.55 GI Revelation Acquisition LLC (8) L + 5.00% 5.15% 4/16/2025 32,163 29,987 31,681 0.97 Minotaur Acquisition, Inc. (8) L + 5.00% 5.15% 3/27/2026 33,180 31,782 32,641 1.00 Titan Investment Company, Inc. (4)(5)(8) L + 5.75% 5.99% 3/20/2027 42,892 40,812 42,356 1.30 VT Topco, Inc. (8) L + 3.50% 3.65% 8/1/2025 4,866 4,562 4,811 0.15 125,065 129,405 3.97 Software LD Intermediate Holdings, Inc. (4)(9) L + 5.88% 6.88% 12/9/2022 17,105 16,633 17,041 0.52 MRI Software, LLC (4)(5)(7)(9) L + 5.50% 6.50% 2/10/2026 22,329 22,081 22,220 0.68 PaySimple, Inc. (4)(7)(8) L + 5.50% 5.65% 8/23/2025 53,058 51,710 51,824 1.58 Vero Parent, Inc. (9) L + 6.00% 7.00% 8/16/2024 45,528 41,661 45,598 1.40 132,085 136,683 4.18 Specialty Retail CustomInk, LLC (4)(9) L + 6.21% 7.21% 5/3/2026 133,125 131,139 130,130 3.98 Spencer Spirit Holdings, Inc. (8) L + 6.00% 6.15% 6/19/2026 45,037 42,941 44,896 1.38 174,080 175,026 5.36 Technology Hardware, Storage & Peripherals Deliver Buyer, Inc. (4)(9) L + 6.25% 7.25% 5/1/2024 49,875 48,564 50,187 1.54 Electronics For Imaging, Inc. (8) L + 5.00% 5.15% 7/23/2026 34,650 32,723 29,788 0.90 Lytx, Inc. (4)(7)(9) L + 6.00% 7.00% 2/28/2026 69,313 68,327 69,146 2.12 149,614 149,121 4.56 Trading Companies & Distributors The Cook & Boardman Group, LLC (9) L + 5.75% 6.75% 10/17/2025 50,233 49,859 48,035 1.47 Transportation Infrastructure Capstone Logistics, LLC (5)(7)(9) L + 4.75% 5.75% 11/12/2027 3,053 3,020 3,094 0.09 Spireon, Inc. (4)(9) L + 6.50% 7.50% 10/4/2024 22,961 22,780 22,847 0.70 25,800 25,941 0.79 Total First Lien Debt $ 5,493,561 $ 5,502,899 168.40 % Second Lien Debt Construction & Engineering COP Home Services TopCo IV, Inc. (4)(5)(9) L + 8.75% 9.75% 12/31/2028 $ 6,061 $ 5,925 $ 5,925 0.18 % Health Care Technology Project Ruby Ultimate Parent Corp (4)(5)(9) L + 8.25% 9.25% 2/10/2025 17,900 17,542 18,079 0.55 IT Services WEB.COM Group, Inc. (8) L + 7.75% 7.90% 10/9/2026 15,098 14,485 14,488 0.45 Software Epicor Software Corp. (5)(9) L + 7.75% 8.75% 7/31/2028 11,186 11,027 11,707 0.36 Total Second Lien Debt $ 48,979 $ 50,199 1.54 % 141 Table of Contents Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2020 (in thousands) Investments—non-controlled/non-affiliated (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets Warrants Software Mermaid EquityCo L.P. - Class B Units (4) 4,550,697 $ 865 $ 865 0.03 % Total Warrants $ 865 $ 865 0.03 % Equity Aerospace & Defense Corfin Holdco, Inc. - Common Stock (4) 2,137,866 $ 4,767 $ 4,767 0.15 % Air Freight & Logistics Mode Holdings, L.P. - Class A-2 Common Units (4) 5,486,923 5,487 5,487 0.17 Distributor EIS Acquisition Holdings, LP - Class A Common Units (4) 7,519 1,773 1,873 0.06 Software Mermaid EquityCo L.P. - Class A-2 Common Units (4) 14,849,355 14,850 14,849 0.45 Specialty Retail CustomInk, LLC - Series A Preferred Units (4) 384,520 5,200 5,003 0.15 Total Equity Investments $ 32,077 $ 31,979 0.98 % Total Investment Portfolio $ 5,575,482 $ 5,585,942 170.94 % Cash and Cash Equivalents State Street Institutional U.S. Government Money Market Fund $ 29,427 $ 29,427 0.90 % Other Cash and Cash Equivalents 188,566 188,566 5.77 % Total Cash and Cash Equivalents $ 217,993 $ 217,993 6.67 % Total Portfolio Investments, Cash and Cash Equivalents $ 5,793,475 $ 5,803,935 177.61 % (1) Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2020, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2020, the Company is not an “affiliated person” of any of its portfolio companies. The total par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Each of the Company’s investments is pledged as collateral, under one or more of its credit facilities unless otherwise indicated. (2) Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”), or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2020. Variable rate loans typically include an interest reference rate floor feature. As of December 31, 2020, 88.0% of the debt portfolio at fair value had an interest rate floor above zero. (3) The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America (" U.S. GAAP "). (4) These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board of Trustees (see Note 2 and Note 5), pursuant to the Company’s valuation policy. (5) These debt investments are not pledged as collateral under any of the Company's credit facilities. For other debt investments that are pledged to the Company's credit facilities, a single investment may be divided into parts that are individually pledged as collateral to separate credit facilities. Any other debt investments listed above are pledged to financing facilities and are not available to satisfy the creditors of the Company. 142 Table of Contents (6) The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2020, non-qualifying assets represented 9.7% of total assets as calculated in accordance with regulatory requirements. (7) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments: Investments—non-controlled/non-affiliated Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value First Lien Debt Albireo Energy, LLC - Delayed Draw A Delayed Draw Term Loan 2/21/2021 $ 25,404 $ (254) Albireo Energy, LLC - Delayed Draw B Delayed Draw Term Loan 6/23/2022 45,043 (450) Albireo Energy, LLC Revolver 12/23/2026 9,009 (135) Capstone Logistics, LLC Delayed Draw Term Loan 11/12/2027 547 — COP Home Services TopCo IV, Inc. Delayed Draw Term Loan 12/31/2022 3,328 (92) COP Home Services TopCo IV, Inc. Revolver 12/31/2025 1,941 (63) Dana Kepner Company, LLC Delayed Draw Term Loan 12/29/2021 29,861 — DCG Acquisition Corporation Delayed Draw Term Loan 6/30/2021 50,000 — Donuts, Inc. Revolver 12/29/2026 10,598 — Healthcomp Holding Company, LLC Delayed Draw Term Loan 4/27/2022 23,280 (291) Integrity Marketing Acquisition, LLC Delayed Draw Term Loan 2/7/2022 17,267 — Jayhawk Buyer, LLC Delayed Draw Term Loan 10/15/2021 25,173 — Lytx, Inc. Delayed Draw Term Loan 2/28/2022 16,761 (168) Monroe Capital Holdings, LLC Delayed Draw Term Loan 6/8/2022 22,269 — MRI Software, LLC Delayed Draw Term Loan 1/31/2022 6,055 (15) MRI Software, LLC Revolver 2/10/2026 1,516 (38) Omni Intermediate Holdings, LLC Delayed Draw Term Loan 12/30/2021 3,250 — Omni Intermediate Holdings, LLC Revolver 12/30/2025 514 — PaySimple, Inc. Delayed Draw Term Loan 8/23/2025 8,652 — R1 Holdings, LLC Delayed Draw Term Loan 1/2/2021 6,851 — SEKO Global Logistics Network, LLC Delayed Draw Term Loan 12/30/2022 800 (12) SEKO Global Logistics Network, LLC Revolver 12/30/2026 600 (9) TCFI AEVEX, LLC Delayed Draw Term Loan 12/31/2021 13,158 (132) The Action Environmental Group, Inc. Delayed Draw Term Loan 4/16/2021 7,992 — The GI Alliance Management, LLC Delayed Draw Term Loan 5/3/2022 85,236 (852) USALCO, LLC Delayed Draw Term Loan 6/1/2022 11,295 (282) Windows Acquisition Holdings, Inc. Revolver 12/29/2025 5,880 — Total First Lien Debt Unfunded Commitments $ 432,280 $ (2,793) (8) There are no interest rate floors on these investments. (9) The interest rate floor on these investments as of December 31, 2020 was 1.00% (10) The interest rate floor on these investments as of December 31, 2020 was 1.25%. (11) The interest rate floor on these investments as of December 31, 2020 was 1.50% The accompanying notes are an integral part of these consolidated financial statements. 143 Table of Contents Blackstone Secured Lending Fund Notes to Consolidated Financial Statements (in thousands, except per share data, percentages and as otherwise noted) Note 1. Organization Blackstone Secured Lending Fund (together with its consolidated subsidiaries, the “ Company ”), is a Delaware statutory trust formed on March 26, 2018, and structured as an externally managed, non-diversified closed-end investment company. On October 26, 2018, the Company elected to be regulated as a business development company (“ BDC ”) under the Investment Company Act of 1940, as amended (the “ 1940 Act ”). In addition, the Company elected to be treated for U.S. federal income tax purposes, as a regulated investment company (“ RIC ”), as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “ Code ”). The Company also intends to continue to comply with the requirements prescribed by the Code in order to maintain tax treatment as a RIC. The Company’s investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. The Company seeks to achieve its investment objectives primarily through originated loans and other securities, including syndicated loans, of private U.S. companies, typically in the form of first lien senior secured and unitranche loans (including first out/last out loans), and to a lesser extent, second lien, third lien, unsecured and subordinated loans and other debt and equity securities. The Company is externally managed by Blackstone Credit BDC Advisors LLC (the “ Adviser ”). Blackstone Alternative Credit Advisors LP (the “ Administrator ” and, collectively with its affiliates in the credit-focused business of Blackstone Inc. (" Blackstone "), “ Blackstone Credit ,” which, for the avoidance of doubt, excludes Harvest Fund Advisors LLC and Blackstone Insurance Solutions) provides certain administrative and other services necessary for the Company to operate pursuant to an administration agreement (the “ Administration Agreement ”). Blackstone Credit is part of the credit-focused platform of Blackstone and is the primary part of its credit reporting segment. The Company previously conducted a private offering (the “ Private Offering ”) of its common shares of beneficial interest (i) to accredited investors, as defined in Regulation D under the Securities Act of 1933, as amended (the “1933 Act” ), and (ii) in the case of shares sold outside the United States, to persons that are not “U.S. persons,” as defined in Regulation S under the 1933 Act, in reliance on exemptions from the registration requirements of the 1933 Act. At each closing of the Private Offering, each investor made a capital commitment (“ Capital Commitment ”) to purchase shares of the beneficial interest of the Company pursuant to a subscription agreement entered into with the Company. Investors were required to fund drawdowns to purchase the Company’s shares up to the amount of their Capital Commitments on 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 "). On September 8, 2021, the Company closed on its final outstanding Capital Commitments. Effective on December 10, 2020, the Company changed its name from “Blackstone / GSO Secured Lending Fund" to “Blackstone Secured Lending Fund”. On October 28, 2021, the Company closed its initial public offering (“ IPO ”), issuing 9,180,000 of its common shares of beneficial interest at a public offering price of $26.15 per share. Net of underwriting fees, the Company received net cash proceeds, before offering expenses, of $230.6 million. On November 4, 2021, the underwriters exercised their option to purchase an additional 1,377,000 shares of common shares, which resulted in net cash proceeds, before offering expenses, of $33.8 million. The Company’s common shares began trading on the NYSE under the symbol “BXSL” on October 28, 2021. Note 2. Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared on the accrual basis of accounting in accordance with U.S. GAAP. As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ ASC ”) Topic 946, Financial Services – Investment Companies (“ ASC 946 ”) issued by the Financial Accounting Standards Board (“ FASB ”). U.S. GAAP for an investment company requires investments to be recorded at fair value. 144 Table of Contents The annual consolidated financial statements have been prepared in accordance with U.S. GAAP for annual financial information and pursuant to the requirements for reporting on Form 10-K and Article 6 of Regulation S-X. In the opinion of management, all adjustments considered necessary for the fair presentation of the consolidated financial statements for the periods presented have been included. All intercompany balances and transactions have been eliminated. Certain prior period information has been reclassified to conform to the current period presentation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Such amounts could differ from those estimates and such differences could be material. Assumptions and estimates regarding the valuation of investments involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements. Consolidation As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the results of the Company’s wholly-owned subsidiaries. As of 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 Cash and cash equivalents consist of demand deposits and highly liquid investments, such as money market funds, with original maturities of three months or less. Cash and cash equivalents are carried at cost, which approximates fair value. The Company deposits its cash and cash equivalents with financial institutions and, at times, may exceed the Federal Deposit Insurance Corporation insured limit. Investments Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period. The Company is required to report its investments for which current market values are not readily available at fair value. The Company values its investments in accordance with FASB ASC 820, Fair Value Measurements (“ ASC 820 ”), which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. ASC 820 prioritizes the use of observable market prices derived from such prices over entity-specific inputs. Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See “– Note 5. Fair Value Measurements. ” Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. The Company utilizes mid-market pricing (i.e., mid-point of average bid and ask prices) to value these investments. These market quotations are obtained from independent pricing services, if available; otherwise from at least two principal market makers or primary market dealers. To assess the continuing appropriateness of pricing sources and methodologies, the Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. The Adviser does not adjust the prices unless it has a reason to believe market quotations are not reflective of the fair value of an investment. Examples of events that would cause market quotations to not reflect fair value could include cases when a security trades infrequently or not at all, causing a quoted purchase or sale price to become stale, or in the event of a “fire sale” by a distressed seller. All price overrides require approval from the Board of Trustees (the "Board" ). 145 Table of Contents Where prices or inputs are not available or, in the judgment of the Board, not reliable, valuation techniques based on the facts and circumstances of the particular investment will be utilized. Securities that are not publicly traded or for which market prices are not readily available are valued at fair value as determined in good faith by the Board, based on, among other things, the input of the Adviser, the Audit Committee of the Board (the “ Audit Committee ”) and independent valuation firms engaged on the recommendation of the Adviser and at the direction of the Board. These valuation approaches involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments’ complexity. The Company’s Board undertakes a multi-step valuation process each quarter in connection with determining the fair value of the Company’s investments for which reliable market quotations are not readily available, or are available but deemed not reflective of the fair value of an investment, which includes, among other procedures, the following: • The valuation process begins with each investment being preliminarily valued by the Adviser’s valuation team in conjunction with the Adviser’s investment professionals responsible for each portfolio investment; • In addition, independent valuation firms engaged by the Board prepare quarter-end valuations of such investments except de minimis investments, as determined by the Adviser. The independent valuation firms provide a final range of values on such investments to the Board and the Adviser. The independent valuation firms also provide analyses to support their valuation methodology and calculations; • The Adviser’s Valuation Committee reviews each valuation recommendation to confirm they have been calculated in accordance with the valuation policy and compares such valuations to the independent valuation firms’ valuation ranges to ensure the Adviser’s valuations are reasonable; • The Adviser’s Valuation Committee makes valuation recommendations to the Audit Committee; • The Audit Committee reviews the valuation recommendations made by the Adviser's Valuation Committee, including the independent valuation firms' quarterly valuations, and once approved, recommends them for approval by the Board; and • The Board reviews the valuation recommendations of the Audit Committee and determines the fair value of each investment in the portfolio in good faith based on the input of the Audit Committee, the Adviser's Valuation Committee and, where applicable, the independent valuation firms and other external service providers. Valuation of each of the Company's investments will generally be made as described above as of the end of each fiscal quarter. In cases where the Company determines its net asset value ( "NAV" ) at times other than a quarter end, the Company updates the value of securities with market quotations to the most recent market quotation. For securities without market quotations, non-quarterly valuations will generally be the most recent quarterly valuation unless the Adviser determines that a significant observable change has occurred since the most recent quarter end with respect to the investment (which determination may be as a result of a material event at a portfolio company, material change in market spreads, secondary market transaction in the securities of an investment or otherwise). If the Adviser determines such a change has occurred with respect to one or more investments, the Adviser will determine whether to update the value for each relevant investment using a range of values from an independent valuation firm, where applicable, in accordance with the Company's valuation policy, pursuant to authority delegated by the Board. As part of the valuation process, the Board takes into account relevant factors in determining the fair value of the Company's investments for which reliable market quotations are not readily available, many of which are loans, including and in combination, as relevant, of: (i) the estimated enterprise value of a portfolio company, (ii) the nature and realizable value of any collateral, (iii) the portfolio company’s ability to make payments based on its earnings and cash flow, (iv) the markets in which the portfolio company does business, (v) a comparison of the portfolio company’s securities to any similar publicly traded securities, and (vi) overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity or debt sale occurs, the Board considers whether the pricing indicated by the external event corroborates its valuation. See “ —Note 5. Fair Value Measurements .” The Board has and will continue to engage independent valuation firms to provide assistance regarding the determination of the fair value of the Company’s portfolio securities for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment each quarter, and the Board may reasonably rely on that assistance. However, the Board is responsible for the ultimate valuation of the portfolio investments at fair value as determined in good faith pursuant to the Company’s valuation policy and a consistently applied valuation process. 146 Table of Contents Receivables/Payables From Investments Sold/Purchased Receivables/payables from investments sold/purchased consist of amounts receivable to or payable by the Company for transactions that have not settled at the reporting date. As of December 31, 2021 and December 31, 2020, the Company had $142.9 million and $114.5 million, respectively, of receivables for investments sold. 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 The Company recognizes all derivative instruments as assets or liabilities at fair value in its consolidated financial statements. Derivative contracts entered into by the Company are not designated as hedging instruments, and as a result the Company presents changes in fair value through current period gains or losses. In the normal course of business, the Company has commitments and risks resulting from its investment transactions, which may include those involving derivative instruments. Derivative instruments are measured in terms of the notional contract amount and derive their value based upon one or more underlying instruments. While the notional amount gives some indication of the Company’s derivative activity, it generally is not exchanged, but is only used as the basis on which interest and other payments are exchanged. Derivative instruments are subject to various risks similar to non-derivative instruments including market, credit, liquidity, and operational risks. The Company manages these risks on an aggregate basis as part of its risk management process. Forward Purchase Agreement Forward purchase agreements are recognized at fair value through current period gains or losses on the date on which the contract is entered into and are subsequently re-measured at fair value. All forward purchase agreements are carried as assets when fair value is positive and as liabilities when fair value is negative. A forward purchase agreement is derecognized when the obligation specified in the contract is discharged, canceled or expired. Foreign Currency Transactions Amounts denominated in foreign currencies are translated into U.S. dollars on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates effective on the last business day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates prevailing on the transaction dates. The Company includes net changes in fair values on investments held resulting from foreign exchange rate fluctuations in translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations, if any. Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities. Revenue Recognition Interest Income Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period. For the 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. prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts). 147 Table of Contents PIK Income The Company has loans in its portfolio that contain payment-in-kind (“ PIK ”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in payment-in-kind interest income in the Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to shareholders in the form of dividends, even though the Company has not yet collected cash. For the years ended December 31, 2021, 2020 and 2019 the Company recorded PIK income of $8.2 million, $7.1 million and $1.0 million, respectively. Dividend Income Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies. Fee Income The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment, syndication and other miscellaneous fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered. For the 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 Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. Organization Expenses and Offering Expenses Costs associated with the organization of the Company were expensed as incurred, subject to the limitations discussed below. These expenses consist primarily of legal fees and other costs of organizing the Company. Costs associated with the Private Offering of the Company’s shares 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. 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. The Company records expenses related to public equity offerings as a reduction of capital upon completion of an offering of registered securities. The costs associated with any renewals of a shelf registration statement will be expensed as incurred. 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 Deferred financing and debt issuance costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. These expenses are deferred and amortized into interest expense over the life of the related debt instrument using the straight-line method. Deferred financing costs related to revolving credit facilities are presented 148 Table of Contents separately as an asset on the Company’s Statements of Assets and Liabilities. Debt issuance costs related to any issuance of installment debt or notes are presented net against the outstanding debt balance of the related security. Income Taxes The Company has elected to be treated as a BDC under the 1940 Act. The Company also has elected to be treated as a RIC under the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Rather, any tax liability related to income earned and distributed by the Company would represent obligations of the Company’s investors and would not be reflected in the consolidated financial statements of the Company. The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. To qualify for and maintain qualification as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its shareholders, for each taxable year, at least 90% of the sum of (i) its “investment company taxable income” for that year (without regard to the deduction for dividends paid), which is generally its ordinary income plus the excess, if any, of its realized net short-term capital gains over its realized net long-term capital losses and (ii) its net tax-exempt income. In addition, based on the excise tax distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner in each taxable year an amount at least equal to the sum of (i) 98% of its ordinary income for the calendar year, (ii) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (iii) any income realized, but not distributed, in prior years. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. For the 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. federal excise tax. Distributions To the extent that the Company has taxable income available, the Company intends to make quarterly distributions to its shareholders. Distributions to shareholders are recorded on the record date. All distributions will be paid at the discretion of the Board and will depend on the Company's earnings, financial condition, maintenance of the Company's tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time. Recent Accounting Pronouncements In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate ( “LIBOR” ) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company is currently evaluating the impact of the adoption of ASU 2020-04 and 2021-01 on its consolidated financial statements. Note 3. Agreements and Related Party Transactions Investment Advisory Agreement 149 Table of Contents On October 1, 2018, the Company entered into the original investment advisory agreement with the Adviser. The Adviser is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring the Company’s investments and monitoring its investments and portfolio companies on an ongoing basis. On October 18, 2021, the Company entered into an amended and restated investment advisory agreement (as amended and restated, the “Investment Advisory Agreement” ), pursuant to which the Adviser manages the Company on a day-to-day basis. The Investment Advisory Agreement is substantially the same as the prior investment advisory agreement except, following the IPO, the incentive fee on income became subject to a twelve-quarter lookback quarterly hurdle rate of 1.50% as opposed to a single quarter measurement and became subject to an Incentive Fee Cap (as defined below) based on the Company’s Net Cumulative Return (as defined below). The amendment to the Investment Advisory Agreement does not result in higher fees (on a cumulative basis) payable to the Adviser than the fees that would have otherwise been payable to the Adviser under the original investment advisory agreement. The Company pays the Adviser a fee for its services under the Investment Advisory Agreement consisting of two components: a management fee and an incentive fee. The cost of both the management fee and the incentive fee is borne by the shareholders. The initial term of the Investment Advisory Agreement was two years from October 1, 2018, and on May 6, 2020 and May 6, 2021, it was renewed and approved by the Board, including a majority of trustees who are not parties to the Investment Advisory Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) (the “Independent Trustees” ), for a one-year period. On October 18, 2021, the Board approved the amended and restated Investment Advisory Agreement for an initial term ending May 31, 2022. Unless earlier terminated, the Investment Advisory Agreement will renew automatically for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of the Board and by the vote of a majority of the Independent Trustees. The Adviser has implemented a waiver effective from the consummation of the IPO to extend the Company’s pre-IPO fee structure for a period of two years. With the waiver in place, instead of having the base management fee and each incentive fee increase to 1.00% and 17.5%, respectively, following the IPO, each such fee will remain at 0.75% and 15.0% for a period of two years following the IPO (the “ Waiver Period ”). As a result of the fee waiver, the pre-listing management fee and incentive fee rates paid by the Company to the Adviser will not increase during the Waiver Period. Amounts waived by the Adviser are not subject to recoupment by the Adviser. Base Management Fee 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. 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. Prior to the consummation of the IPO, the management fee was 0.75% of the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters. In order to maintain the same management fee arrangement that the Company had in place prior to the IPO for a period of time following the completion of the IPO, the Adviser voluntarily waived its right to receive the base management fee in excess of 0.75% of the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters during the Waiver Period. Amounts waived by the Adviser are not subject to recoupment by the Adviser. For the 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. Incentive Fees The incentive fee consists of two components that are determined independently of each other, with the result that one component may be payable even if the other is not. One component is based on income and the other component is based on capital gains, each as described below: 150 Table of Contents (i) Income based incentive fee: The first part of the incentive fee, an income based incentive fee, is calculated and payable quarterly in arrears based on the Company’s pre-incentive fee net investment income as defined in the Investment Advisory Agreement. Pre-incentive fee net investment income means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Company’s net assets at the end of the immediately preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee. Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities)), accrued income that the Company has not yet received in cash. Pre-incentive fee net investment income excludes any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The Company excludes the impact of expense support payments and recoupments from pre-incentive fee net investment income. Pursuant to the Investment Advisory Agreement, the Company is required to pay an income based incentive fee of 15% prior to the consummation of the IPO and 17.5% following the consummation of the IPO, with a 1.5% hurdle and 100% catch-up. However, the Adviser has implemented a voluntary waiver with respect to the income based incentive fee. The Adviser has voluntarily waived its right to receive an income based incentive fee above 15% during the Waiver Period and amounts waived by the Adviser are not subject to recoupment by the Adviser. Following the IPO, the Company will pay 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 ”). The hurdle amount for the income based incentive fee will be determined on a quarterly basis and is equal to 1.5% multiplied by the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The hurdle amount is calculated after making appropriate adjustments for issuances by the Company of common shares, including issuances pursuant to its dividend reinvestment plan and distributions that occurred during the relevant Trailing Twelve Quarters. The income based incentive fee for any partial period will be appropriately prorated. For the income based incentive fee, the Company will pay the Adviser a quarterly incentive fee based on the amount by which (A) aggregate pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters exceeds (B) the hurdle amount for such Trailing Twelve Quarters. The amount of the excess of (A) over (B) described in this paragraph for such Trailing Twelve Quarters is referred to as the “Excess Income Amount". The income based incentive fee for each quarter will be determined as follows: • No income based incentive fee is payable to the Adviser for any calendar quarter for which there is no Excess Income Amount. • The Adviser will be paid 100% of the pre-incentive fee net investment income in respect of the Trailing Twelve Quarters, if any, that exceeds the hurdle amount for such Trailing Twelve Quarters, but is less than or equal to an amount, which we refer to as the “Catch-up Amount,” determined as the sum of 1.76% (7.06% annualized) prior to the end of the Waiver Period, or 1.82% (7.27% annualized) following the Waiver Period, multiplied by the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters that is included in the calculation of the incentive fee based on income. • The Adviser will be paid 15% prior to the end of the Waiver Period, or 17.5% following the Waiver Period, of the pre-incentive fee net investment income in respect of the Trailing Twelve Quarters that exceeds the Catch-up Amount. The amount of the income based incentive fee that will be paid to the Adviser for a particular quarter will equal the excess of (a) the income based incentive fee so calculated over (b) the aggregate income based incentive fee that was paid in respect of the first eleven calendar quarters included in the relevant Trailing Twelve Quarters subject to the Incentive Fee Cap as described below. 151 Table of Contents The income based incentive fee that will be paid to the Adviser for a particular quarter is subject to a cap (the “Incentive Fee Cap” ). The Incentive Fee Cap for any quarter is an amount equal to (a) 15% prior to the end of the Waiver Period, or 17.5% following the Waiver Period, of the Cumulative Net Return (as defined below) during the relevant Trailing Twelve Quarters minus (b) the aggregate income based incentive fee that was paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters. “ Cumulative Net Return ” means (x) the pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters minus (y) any Net Capital Loss (as defined below), if any, in respect of the relevant Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no income based incentive fee to the Adviser for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the income based incentive fee that is payable to the Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company will pay an income based incentive fee to the Adviser equal to the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the income based incentive fee that is payable to the Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company will pay an income based incentive fee to the Adviser equal to the incentive fee calculated as described above for such quarter without regard to the Incentive Fee Cap. “ Net Capital Loss ” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period. These calculations are prorated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. If the consummation of the IPO occurs on a date other than the first day of a calendar quarter, the income based incentive fee with respect to the Company’s pre-incentive fee net investment income shall be calculated for such calendar quarter at a weighted rate calculated based on the fee rates applicable before and after the consummation of the IPO based on the number of days in such calendar quarter before and after the consummation of the IPO. In no event will the amendments to the income based incentive fee include the incentive fee cap and allow the Adviser to receive greater cumulative income based incentive fees under the Investment Advisory Agreement than it would have under the prior investment advisory agreement. Amounts waived by the Adviser are not subject to recoupment by the Adviser. (ii) Capital gains based incentive fee: Starting from the completion of the IPO, the second part of the incentive fee, a capital gains incentive fee, will be determined and payable in arrears as of the end of each calendar year in an amount equal to 17.5% of realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees as calculated in accordance with U.S. GAAP. Prior to the IPO, the second part of the incentive fee, a capital gains incentive fee, 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. GAAP. However, similar to the voluntary waivers referenced above, the Adviser voluntarily waived its right to receive a capital gains based incentive fee above 15% from the date of consummation of the IPO through the Waiver Period. The Company will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Adviser if the Company were to sell the relevant investment and realize a capital gain. Amounts waived by the Adviser are not subject to recoupment by the Adviser. For the 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. 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 152 Table of Contents On October 1, 2018, the Company entered into an Administration Agreement with the Administrator. Under the terms of the Administration Agreement, the Administrator provides, or oversees the performance of, administrative and compliance services, including, but not limited to, maintaining financial records, overseeing the calculation of NAV, compliance monitoring (including diligence and oversight of the Company’s other service providers), preparing reports to shareholders and reports filed with the United States Securities and Exchange Commission ( “SEC” ), preparing materials and coordinating meetings of the Company’s Board, managing the payment of expenses and the performance of administrative and professional services rendered by others and providing office space, equipment and office services. The Administrator may also offer to provide, on the Company’s behalf, managerial assistance to the Company’s portfolio companies. The initial term of the agreement was two years from October 1, 2018, and on May 6, 2020 and May 6, 2021 it was renewed and approved by the Board and a majority of the Independent Trustees for one-year periods. Unless earlier terminated, the Administration Agreement will renew automatically for successive annual periods, provided that such continuance is approved at least annually by (i) the vote of the Board or by a majority vote of the outstanding voting securities of the Company and (ii) the vote of a majority of the Independent Trustees. For providing these services, the Company will reimburse the Administrator for its costs, expenses and allocable portion of overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) the Company’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, information technology, operations and other non-investment professionals at the Administrator that perform duties for the Company; and (iii) any internal audit group personnel of Blackstone or any of its affiliates. The Administrator has elected to forgo any reimbursement for rent and other occupancy costs for the years ended December 31, 2021, 2020 and 2019. 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. 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 On October 1, 2018, the Administrator entered into a sub-administration agreement (the “ Sub-Administration Agreement ”) with State Street Bank and Trust Company (the “ Sub-Administrator ”) under which the Sub-Administrator provides various accounting and administrative services to the Company. The Sub-Administrator also serves as the Company’s custodian (the “ Custodian ”). The initial term of the Sub-Administration Agreement is two years from the effective date and after expiration of the initial term and the Sub-Administration Agreement shall automatically renew for successive one-year periods, unless a written notice of non-renewal is delivered prior to 120 days prior to the expiration of the initial term or renewal term. Expense Support and Conditional Reimbursement Agreement On December 12, 2018, the Company entered into an Expense Support and Conditional Reimbursement Agreement (the “ Expense Support Agreement ”) with the Adviser. The Adviser may elect to pay certain expenses of the Company on the Company’s behalf (each, an “ Expense Payment ”), provided that no portion of the payment will be used to pay any interest of the Company. Any Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Company in any combination of cash or other immediately available funds no later than forty-five days after such commitment was made in writing, and/or offset against amounts due from the Company to the Adviser or its affiliates. Following any calendar quarter in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s shareholders based on distributions declared with respect to record dates occurring in such calendar quarter (the amount of such excess being hereinafter referred to as “ Excess Operating Funds ”), the Company shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Company shall be referred to herein as a “ Reimbursement Payment .” Available Operating Funds means the sum of (i) the Company’s net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the Company’s net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above). 153 Table of Contents No Reimbursement Payment for any calendar quarter shall be made if the annualized rate of regular cash distributions declared by the Company on record dates in the applicable calendar quarter of such Reimbursement Payment is less than the annualized rate of regular cash distributions declared by the Company on record dates in the calendar quarter in which the Expense Payment was committed to which such Reimbursement Payment relates. The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar quarter. The following table presents a summary of Expense Payments and the related Reimbursement Payments since the Company's commencement of operations: For the Quarters Ended Expense Payments by Adviser Reimbursement Payments to Adviser Unreimbursed Expense Payments December 31, 2018 $ 1,696 $ (1,696) $ — March 31, 2019 570 (570) — Total $ 2,266 $ (2,266) $ — As of 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. For the years ended December 31, 2021, 2020 and 2019, the Company made Reimbursement Payments related to Expense Payments by the Adviser of $0.0 million, $1.5 million and $0.8 million, respectively. Note 4. Investments The composition of the Company’s investment portfolio at cost and fair value was as follows: December 31, 2021 December 31, 2020 Cost Fair Value % of Total Investments at Fair Value Cost Fair Value % of Total Investments at Fair Value First lien debt $ 9,563,051 $ 9,621,939 97.63 % $ 5,493,561 $ 5,502,899 98.51 % Second lien debt 62,445 63,175 0.64 48,979 50,199 0.90 Equity 119,630 170,265 1.73 32,942 32,844 0.59 Total $ 9,745,126 $ 9,855,379 100.00 % $ 5,575,482 $ 5,585,942 100.00 % 154 Table of Contents The industry composition of investments at fair value was as follows: December 31, 2021 December 31, 2020 Aerospace & Defense 5.02 % 7.03 % Air Freight & Logistics 5.30 6.44 Building Products 4.06 7.79 Capital Markets — 0.11 Chemicals 1.12 8.31 Commercial Services & Supplies 6.75 8.16 Construction & Engineering 0.30 1.07 Containers & Packaging 0.19 — Distributors 4.52 8.10 Diversified Consumer Services 3.53 — Diversified Financial Services 1.37 1.08 Diversified Telecommunication Services 0.93 — Electrical Equipment 2.68 2.61 Electronic Equipment, Instruments & Components 1.10 2.19 Electric Utilities 0.32 — Energy Equipment & Services 0.66 1.35 Health Care Equipment & Supplies 0.51 0.69 Health Care Providers & Services 13.97 9.31 Health Care Technology 3.37 5.50 Hotels, Restaurants & Leisure — 0.77 Industrial Conglomerates 0.10 0.52 Insurance 6.87 2.39 Interactive Media & Services 0.48 0.84 Internet & Direct Marketing Retail 3.29 7.17 IT Services 2.68 1.27 Machinery 0.03 0.95 Marine 0.25 — Oil, Gas & Consumable Fuels 1.53 2.66 Paper & Forest Products 0.06 0.26 Personal Products — 0.96 Professional Services 7.91 2.32 Real Estate Management & Development 1.28 — Road & Rail 0.26 — Software 13.22 2.94 Specialty Retail 1.70 3.22 Technology Hardware, Storage & Peripherals 0.86 2.67 Trading Companies & Distributors 0.96 0.86 Transportation Infrastructure 2.82 0.46 Total 100.00 % 100.00 % 155 Table of Contents The geographic composition of investments at cost and fair value was as follows: December 31, 2021 Cost Fair Value % of Total Investments at Fair Value Fair Value as % of Net Assets United States $ 9,214,101 $ 9,311,386 94.48 % 209.36 % Canada 481,348 494,037 5.01 11.11 Europe 49,677 49,956 0.51 1.12 Total $ 9,745,126 $ 9,855,379 100.00 % 221.59 % December 31, 2020 Cost Fair Value % of Total Investments at Fair Value Fair Value as % of Net Assets United States $ 5,205,832 $ 5,209,138 93.25 % 159.41 % Canada 267,544 270,126 4.84 8.27 Europe 102,106 106,678 1.91 3.26 Total $ 5,575,482 $ 5,585,942 100.00 % 170.94 % As of December 31, 2021 and December 31, 2020, no loans in the portfolio were on non-accrual status. As of December 31, 2021 and December 31, 2020, on a fair value basis, approximately 99.9% and 100.0%, respectively, of our performing debt investments bore interest at a floating rate and approximately 0.1% and 0.0%, respectively, of our performing debt investments bore interest at a fixed rate. Note 5. Fair Value Measurements The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. The fair value hierarchy under ASC 820 prioritizes the inputs to valuation methodology used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows: • Level 1: Inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets. • Level 2: Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities and certain over-the-counter derivatives where the fair value is based on observable inputs. • Level 3: Inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include debt and equity investments in privately held entities, collateralized loan obligations (“ CLOs ”) and certain over-the-counter derivatives where the fair value is based on unobservable inputs. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfer occurs. 156 Table of Contents In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC 820. Consistent with the valuation policy, the Company evaluates the source of the inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), the Company subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. In the absence of independent, reliable market quotes, an enterprise value analysis is typically performed to determine the value of equity investments, control debt investments and non-control debt investments that are credit-impaired, and to determine if debt investments are credit impaired. Enterprise value (“ EV ”) means the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time. When an investment is valued using an EV analysis, the EV of a portfolio company is first determined and allocated over the portfolio company’s securities in order of their preference relative to one another (i.e. “waterfall” allocation). If debt investments are credit-impaired, which occurs when there is insufficient coverage under the EV analysis through the respective investment’s position in the capital structure, the Adviser uses the enterprise value “waterfall” approach or a recovery method (if a liquidation or restructuring is deemed likely) to determine fair value. For debt investments that are not determined to be credit-impaired, the Adviser uses a market interest rate yield analysis (discussed below) to determine fair value. The Adviser will generally utilize approaches including the market approach, the income approach or both approaches, as appropriate, when calculating EV. The primary method for determining EV for non-control investments, and control investments without reliable projections, uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s earnings before interest, taxes, depreciation and amortization (“ EBITDA ”) or another key financial metric (e.g. such as revenues, cash flows or net income) (“ Performance Multiple ”). Performance Multiples are typically determined based upon a review of publicly traded comparable companies and market comparable transactions, if any. The second method for determining EV (and primary method for control investments with reliable projections) uses a discounted cash flow analysis whereby future expected cash flows and the anticipated terminal value of the portfolio company are discounted to determine a present value using estimated discount rates. The income approach is generally used when the Adviser has visibility into the long term projected cash flows of a portfolio company, which is more common with control investments. Subsequently, for non-control debt investments that are not credit-impaired, and where there is an absence of available market quotations, fair value is determined using a yield analysis. To determine fair value using a yield analysis, the expected cash flows are projected based on the contractual terms of the debt security and discounted back to the measurement date based on a market yield. A market yield is determined based upon an assessment of current and expected market yields for similar investments and risk profiles. The Company considers the current contractual interest rate, the maturity and other terms of the investment relative to risk of the company and the specific investment. A key determinant of risk, among other things, is the leverage through the investment relative to the enterprise value of the portfolio company. As debt investments held by the Company are substantially illiquid with no active transaction market, the Company depends on primary market data, including newly funded transactions, as well as secondary market data with respect to high yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable. The fair value of loans with call protection is generally capped at par plus applicable prepayment premium in effect at the measurement date. The following table presents the fair value hierarchy of financial instruments: December 31, 2021 Level 1 Level 2 Level 3 Total First lien debt $ — $ 333,755 $ 9,288,184 $ 9,621,939 Second lien debt — 20,295 42,880 63,175 Equity — — 170,265 170,265 Total $ — $ 354,050 $ 9,501,329 $ 9,855,379 157 Table of Contents December 31, 2020 Level 1 Level 2 Level 3 Total First lien debt $ — $ 774,421 $ 4,728,478 $ 5,502,899 Second lien debt — 26,196 24,003 50,199 Equity — — 32,844 32,844 Total $ — $ 800,617 $ 4,785,325 $ 5,585,942 The following table presents changes in the fair value of financial instruments for which Level 3 inputs were used to determine the fair value: For the Year Ended December 31, 2021 First Lien Debt Second Lien Debt Equity Total Investments Fair value, beginning of period $ 4,728,478 $ 24,003 $ 32,844 $ 4,785,325 Purchases of investments 6,325,737 36,674 87,924 6,450,335 Proceeds from principal repayments and sales of investments (1,958,487) (17,900) (932) (1,977,319) Accretion of discount/amortization of premium 49,034 429 — 49,463 Net realized gain (loss) 7,193 — (303) 6,890 Net change in unrealized appreciation (depreciation) 43,692 (326) 50,732 94,098 Transfers into Level 3 (1) 349,297 — — 349,297 Transfers out of Level 3 (1) (256,760) — — (256,760) Fair value, end of period $ 9,288,184 $ 42,880 $ 170,265 $ 9,501,329 Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of December 31, 2021 included in net unrealized appreciation (depreciation) on the Consolidated Statements of Operations $ 87,057 $ 221 $ 51,165 $ 138,443 For the Year Ended December 31, 2020 First Lien Debt Second Lien Debt Equity Total Investments Fair value, beginning of period $ 2,241,393 $ — $ 13,920 $ 2,255,313 Purchases of investments 3,184,560 23,466 20,170 3,228,196 Proceeds from principal repayments and sales of investments (769,646) — (715) (770,361) Accretion of discount/amortization of premium 25,107 — — 25,107 Net realized gain (loss) 933 — — 933 Net change in unrealized appreciation (depreciation) (648) 537 (531) (642) Transfers into Level 3 (1) 162,879 — — 162,879 Transfers out of Level 3 (1) (116,100) — — (116,100) Fair value, end of period $ 4,728,478 $ 24,003 $ 32,844 $ 4,785,325 Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of December 31, 2020 included in net unrealized appreciation (depreciation) on the Consolidated Statements of Operations $ 2,212 $ 537 $ (531) $ 2,218 (1) For the year ended December 31, 2021 and 2020, transfers into or out of Level 3 were primarily due to decreased or increased price transparency. The following table presents quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments. The table is not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to the Company’s determination of fair value. 158 Table of Contents December 31, 2021 Range Fair Value Valuation Technique Unobservable Input Low High Weighted Average (1) Investments in first lien debt $ 9,112,573 Yield analysis Discount rate 4.68 % 9.99 % 7.52 % 175,611 Market quotations Broker quoted price 99.75 100.50 99.93 9,288,184 Investments in second lien debt 42,880 Yield analysis Discount rate 8.15 % 13.04 % 10.02 % 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 11,152 Option pricing model Expected volatility 30.00 % 49.00 % 37.19 % 31,167 Yield analysis Discount rate 10.89 % 12.19 % 11.81 % 162,620 Total $ 9,501,329 December 31, 2020 Range Fair Value Valuation Technique Unobservable Input Low High Weighted Average (1) Investments in first lien debt $ 4,255,348 Yield analysis Discount rate 5.85 % 10.98 % 7.79 % 468,483 Market quotations Broker quoted price 98.00 100.63 99.05 4,647 Recent transaction Recent transaction 97.50 100.00 99.99 4,728,478 Investments in second lien debt 5,924 Yield analysis Discount rate 10.26 % 10.26 % 10.26 % 18,079 Market quotations Broker quoted price 101.00 101.00 101.00 24,003 Investments in warrant 865 Option pricing model Expected volatility 25.00 % 25.00 % 25.00 % Investments in equity 31,979 Market approach Performance multiple 9.17x 13.25x 10.60x Total $ 4,785,325 (1) Weighted averages are calculated based on fair value of investments. The significant unobservable input used in the yield analysis is the discount rate based on comparable market yields. The significant unobservable input used for market quotations are broker quoted prices provided by independent pricing services. The significant unobservable input used under the market approach is the performance multiple. Significant increases in discount rates would result in a significantly lower fair value measurement. Significant decreases in quoted prices or performance multiples would result in a significantly lower fair value measurement. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of the Company’s investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Company may ultimately realize. Further, such investments are 159 Table of Contents generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, it could realize significantly less than the value at which the Company has recorded it. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned. Financial Instruments Not Carried at Fair Value Debt The fair value of the Company’s credit facilities, which would be categorized as Level 3 within the fair value hierarchy, as of December 31, 2021 and December 31, 2020, approximates their carrying value as the credit facilities have variable interest based on selected short term rates. The fair value of the Company’s 2023 Notes, 2026 Notes, New 2026 Notes, 2027 Notes and 2028 Notes (as defined in Note 6), which would be categorized as Level 2 within the fair value hierarchy, as of December 31, 2021 was $412.5 million, $835.4 million, $700.6 million, $633.1 million and $634.2 million, respectively. As of December 31, 2020, the fair value of the Company’s 2023 Notes and 2026 Notes was $416.2 million and $823.2 million, respectively. Other The carrying amounts of the Company’s other assets and liabilities approximate fair value. These financial instruments are categorized as Level 3 within the hierarchy. Note 6. Borrowings In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. As of December 31, 2021 and December 31, 2020, the Company’s asset coverage was 180.2% and 230.0%, respectively. The following wholly-owned subsidiaries of the Company have entered into secured financing facilities, as described below: Jackson Hole Funding, Breckenridge Funding and Big Sky Funding which are collectively referred to as the “SPVs” , and such secured financing facilities described below are collectively referred to as the “SPV Financing Facilities” . The obligations of each SPV to the lenders under the applicable SPV Financing Facility are secured by a first priority security interest in all of the applicable SPV’s portfolio investments and cash. The obligations of each SPV under the applicable SPV Financing Facility are non-recourse to the Company, and the Company’s exposure to the credit facility is limited to the value of its investment in the applicable SPV. In connection with the SPV Financing Facilities, the applicable SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. Each SPV Financing Facility contains customary events of default for similar financing transactions, including if a change of control of the applicable SPV occurs. Upon the occurrence and during the continuation of an event of default, the lenders under the applicable SPV Financing Facility may declare the outstanding advances and all other obligations under the applicable SPV Financing Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that the applicable SPV obtain the consent of the lenders under the applicable SPV Financing Facility prior to entering into any sale or disposition with respect to portfolio investments. As of 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 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. 160 Table of Contents Advances under the Jackson Hole Funding Facility bear interest at a per annum rate equal to the three-month LIBOR in effect, plus the applicable margin of 2.375% per annum. Effective January 16, 2019, Jackson Hole Funding pays a commitment fee of 0.60% per annum (or 0.375% per annum until March 20, 2020) on the average daily unused amount of the financing commitments until the third anniversary of the Jackson Hole Funding Facility. The initial maximum commitment amount of the Jackson Hole Funding Facility was $300 million. Effective September 20, 2019, the maximum commitment amount of the Jackson Hole Funding Facility was increased to $600 million and effective July 28, 2020, the maximum commitment amount of the Jackson Hole Funding Facility was reduced to $400 million. The Jackson Hole Funding Facility has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the Jackson Hole Funding Facility to up to $900 million. Proceeds from borrowings under the Jackson Hole Funding Facility may be used to fund portfolio investments by Jackson Hole Funding and to make advances under delayed draw term loans where Jackson Hole Funding is a lender. The period during which Jackson Hole Funding may make borrowings under the Jackson Hole Funding Facility expires on November 16, 2023 and the Jackson Hole Funding Facility is scheduled to mature on May 16, 2025. Breckenridge Funding Facility On December 21, 2018, Breckenridge Funding, the Company’s wholly owned subsidiary that holds primarily syndicated loan investments, entered into a senior secured revolving credit facility (which was subsequently amended on June 11, 2019, August 2, 2019, September 27, 2019, April 13, 2020 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. Advances under the Breckenridge Funding Facility bear interest at a per annum rate equal to the three-month LIBOR (or other Base Rate) in effect, plus an applicable margin of 1.55%, 1.90% or 2.15% per annum, as applicable, depending on the nature of the advances being requested under the facility. Breckenridge Funding will pay a commitment fee of 0.70% per annum if the unused facility amount is greater than 50% or 0.35% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments until December 21, 2022, in addition to certain other fees as agreed between Breckenridge Funding and BNP. The initial maximum commitment amount of the Breckenridge Funding Facility was $400 million. Effective June 11, 2019, the maximum commitment amount of the Breckenridge Funding Facility was increased to $575 million; effective September 27, 2019, the maximum commitment amount of the Breckenridge Funding Facility was increased to $875 million and on April 13, 2020, the maximum commitment amount of the Breckenridge Funding Facility was increased to $1,125 through April 13, 2021 and $825 million thereafter. Proceeds from borrowings under the Breckenridge Funding Facility may be used to fund portfolio investments by Breckenridge Funding and to make advances under delayed draw and revolving loans where Breckenridge Funding is a lender. The period during which Breckenridge Funding may make borrowings under the Breckenridge Funding Facility for the remaining commitment amounts expires on December 21, 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. The Breckenridge Funding Facility is scheduled to mature on December 21, 2026. Big Sky Funding Facility On December 10, 2019, Big Sky Funding, the Company’s wholly-owned subsidiary, entered into a senior secured revolving credit facility (which was subsequently amended on December 30, 2020 and September 30, 2021, and as further amended from time to time, the (“ Big Sky Funding Facility ”) with Bank of America, N.A. (“ Bank of America ”). Bank of America serves as administrative agent, Wells Fargo Bank, N.A. serves as collateral administrator and the Company serves as manager under the Big Sky Funding Facility. Advances under the Big Sky Funding Facility bear interest at a per annum rate equal to the one-month or three-month London Interbank Offered Rate in effect, plus, before September 30, 2021 the applicable margin of 1.60% per annum, and after September 30, 2021, the applicable margin of 1.70% per annum. Big Sky Funding is required to utilize a minimum percentage of the financing commitments (the “ Minimum Utilization Amount ”), which amount increases in three-month intervals from 20% six months after the closing date of the Big Sky Funding Facility to 80% 15 months after the closing date of the Revolving Credit Facility and thereafter. Unused amounts below the Minimum Utilization Amount accrue a fee at a rate of 1.60% per annum. In addition, Big Sky Funding will pay an unused fee of 0.45% per annum on the daily unused amount of the financing commitments in excess of the Minimum Utilization Amount, commencing three months after the closing date of the Big Sky Funding Facility. 161 Table of Contents The initial maximum commitment amount of the Big Sky Funding Facility is $400 million. Effective May 14, 2020, Big Sky Funding exercised its accordion feature under the Big Sky Funding Facility, which increased the maximum commitment amount to $500 million. Effective December 30, 2020, the maximum commitment amount of the Big Sky Funding Facility was reduced to $400 million. Effective September 30, 2021, the maximum commitment amount of the Big Sky Funding Facility was increased to $500 million. Proceeds from borrowings under the Big Sky Funding Facility may be used to fund portfolio investments by Big Sky Funding and to make advances under revolving loans or delayed draw term loans where Big Sky Funding is a lender. All amounts outstanding under the Big Sky Funding Facility must be repaid by September 30, 2024. Revolving Credit Facility 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 ”). Citi serves as administrative agent and collateral agent. The Revolving Credit Facility provides for borrowings in U.S. dollars and certain agreed upon foreign currencies in an initial aggregate amount of up to $550 million. Effective June 29, 2020, the maximum commitment amount of the Revolving Credit Facility increased to $650 million. Effective November 3, 2020, the maximum commitment amount of the Revolving Credit Facility increased to $745 million. Effective June 30, 2021, the maximum commitment amount of the Revolving Credit Facility increased to $1,275 million. Effective August 4, 2021, the maximum commitment amount of the Revolving Credit Facility increased to $1,325 million. Borrowings under the Revolving Credit Facility are subject to compliance with a borrowing base. The Revolving Credit Facility provides for the issuance of letters of credit on behalf of the Company in an aggregate face amount not to exceed $100 million. Proceeds from the borrowings under the Revolving Credit Facility may be used for general corporate purposes of the Company and its subsidiaries in the ordinary course of business. Availability of the revolver under the Revolving Credit Facility will terminate on June 15, 2024 and all amounts outstanding under the Revolving Credit Facility must be repaid by June 15, 2025 pursuant to an amortization schedule. Loans under the Revolving Credit Facility bear interest at a per annum rate equal to, (x) for loans for which the Company elects the base rate option, the “alternate base rate” (which is the greatest of (a) the prime rate as publicly announced by Citi, (b) the sum of (i) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System plus (ii) 0.5%, and (c) one month LIBOR plus 1% per annum) plus (A) if the gross borrowing base is equal to or greater than 1.6 times the combined revolving debt amount, 0.75%, or (B) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 0.875%, and (y) for loans for which the Company elects the Eurocurrency option, the applicable LIBOR Rate for the related Interest Period for such Borrowing plus (A) if the gross borrowing base is equal to or greater than 1.6 times the combined revolving debt amount, 1.75%, or (B) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 1.875%. The Company will pay an unused fee of 0.375% per annum on the daily unused amount of the revolver commitments. The Company will pay letter of credit participation fees and a fronting fee on the average daily amount of any lender’s exposure with respect to any letters of credit issued under the Revolving Credit Facility. The Company’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in substantially all of the Company’s assets. In connection with the Revolving Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. In addition, the Company must comply with the following financial covenants: (a) the Company must maintain a minimum shareholders’ equity, measured as of each fiscal quarter end; and (b) the Company must maintain at all times a 150% asset coverage ratio. The Revolving Credit Facility contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, Citi may terminate the commitments and declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. As of December 31, 2021, the Company was in compliance with all covenants and other requirements of the Revolving Credit Facility. Unsecured Bonds The Company issued unsecured notes, as further described below: 2023 Notes, 2026 Notes, New 2026 Notes, 2027 Notes and 2028 Notes which are collectively referred to as the “Unsecured Notes.” 162 Table of Contents The Unsecured Notes contain certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, whether or not it is subject to those requirements, and to provide financial information to the holders of the Unsecured Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in each respective indenture governing the Unsecured Notes (the "Unsecured Notes Indentures" ). In addition, on the occurrence of a “change of control repurchase event,” as defined in each respective Unsecured Notes Indenture, the Company will generally be required to make an offer to purchase the outstanding Unsecured Notes at a price equal to 100% of the principal amount of such Unsecured Notes plus accrued and unpaid interest to the repurchase date. As of December 31, 2021, the Company was in compliance with all covenants and other requirements of the Unsecured Notes. 2023 Notes On July 15, 2020, the Company issued $400 million aggregate principal amount of 3.650% notes due 2023 (the “2023 Notes” ) pursuant to an indenture (the “Base Indenture” ) and a supplemental indenture, each dated as of July 15, 2020 (and together with the Base Indenture, the “2023 Notes Indenture” ), between the Company and U.S. Bank National Association (the “Trustee” ). The 2023 Notes will mature on July 14, 2023 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the 2023 Notes Indenture. The 2023 Notes bear interest at a rate of 3.650% per year payable semi-annually on January 14 and July 14 of each year, commencing on January 14, 2021. The 2023 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2023 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities. 2026 Notes On October 23, 2020 and December 1, 2020, the Company issued $500 million aggregate principal amount and $300 million aggregate principal amount, respectively, of 3.625% notes due 2026 (the “2026 Notes” ) pursuant to a supplemental indenture, dated as of October 23, 2020 (and together with the Base Indenture, the “2026 Notes Indenture” ), to the Base Indenture between the Company and the Trustee. The 2026 Notes will mature on January 15, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the 2026 Notes Indenture. The 2026 Notes bear interest at a rate of 3.625% per year payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2021. The 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company's existing and future indebtedness that is expressly subordinated in right of payment to the 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries, financing vehicles or similar facilities. New 2026 Notes On March 16, 2021 and April 27, 2021, the Company issued $400 million aggregate principal amount and $300 million aggregate principal amount, respectively, of 2.750% notes due 2026 (the “New 2026 Notes” ) pursuant to a supplemental indenture, dated as of March 16, 2021 (and together with the Base Indenture, the "New 2026 Notes Indenture" ), to the Base Indenture between the Company and the Trustee. The New 2026 Notes will mature on September 16, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The New 2026 Notes bear interest at a rate of 2.750% per year payable semi-annually on March 16 and September 16 of each year, commencing on September 16, 2021. The New 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the New 2026 Notes, rank 163 Table of Contents pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities. 2027 Notes On July 23, 2021, the Company issued $650 million aggregate principal amount of 2.125% notes due 2027 (the “ 2027 Notes ”) pursuant to a supplemental indenture, dated as of July 23, 2021 (and together with the Base Indenture, the "2027 Notes Indenture" ), to the Base Indenture between the Company and the Trustee. The 2027 Notes will mature on February 15, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The 2027 Notes bear interest at a rate of 2.125% per year payable semi-annually on February 15 and August 15 of each year, commencing on February 15, 2022. The 2027 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2027 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities. 2028 Notes On September 30, 2021, the Company issued $650 million in aggregate principal amount of its 2.850% notes due 2028 (the “2028 Notes” ) pursuant to a supplemental indenture, dated as of September 30, 2021 (and together with the Base Indenture, the “2028 Notes Indenture” ), to the Base Indenture between the Company and the Trustee. The 2028 Notes will mature on September 30, 2028 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the 2028 Notes Indenture. The 2028 Notes bear interest at a rate of 2.850% per year payable semi-annually on March 30 and September 30 of each year, commencing on March 30, 2022. The 2028 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2028 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities. The Company’s outstanding debt obligations were as follows: December 31, 2021 Aggregate Principal Committed Outstanding Principal Carrying Value Unused Portion (1) Amount Available (2) Jackson Hole Funding Facility (3) $ 400,000 $ 361,007 $ 361,007 $ 38,993 $ 38,993 Breckenridge Funding Facility 825,000 568,680 568,680 256,320 256,320 Big Sky Funding Facility 500,000 499,606 499,606 394 394 Revolving Credit Facility (4) 1,325,000 915,035 915,035 409,965 271,585 2023 Notes (5) 400,000 400,000 396,702 — — 2026 Notes (5) 800,000 800,000 792,757 — — New 2026 Notes (5) 700,000 700,000 691,662 — — 2027 Notes (5) 650,000 650,000 635,860 — — 2028 Notes (5) 650,000 650,000 637,324 — — Total $ 6,250,000 $ 5,544,328 $ 5,498,633 $ 705,672 $ 567,292 164 Table of Contents December 31, 2020 Aggregate Principal Committed Outstanding Principal Carrying Value Unused Portion (1) Amount Available (2) Jackson Hole Funding Facility (3) $ 400,000 $ 362,316 $ 362,316 $ 37,684 $ 37,684 Breckenridge Funding Facility 825,000 569,000 569,000 256,000 256,000 Big Sky Funding Facility 400,000 200,346 200,346 199,654 117,599 Revolving Credit Facility (4) 745,000 182,901 182,901 562,099 562,099 2023 Notes (5) 400,000 400,000 394,549 — — 2026 Notes (5) 800,000 800,000 791,281 — — Total $ 3,570,000 $ 2,514,563 $ 2,500,393 $ 1,055,437 $ 973,382 (1) The unused portion is the amount upon which commitment fees, if any, are based. (2) The amount available reflects any limitations related to each respective credit facility’s borrowing base. (3) Under the Jackson Hole Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of December 31, 2021, the Company had borrowings denominated in Euros (EUR) of 23.3 million. As of December 31, 2020, the Company had borrowings denominated in Euros (EUR) of 23.5 million. (4) Under the Revolving Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. 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. (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. 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. The components of interest expense were as follows: For the Year Ended December 31, 2021 2020 2019 Borrowing interest expense $ 107,900 $ 57,437 $ 32,859 Facility unused fees 2,785 3,374 1,007 Amortization of financing costs and debt issuance costs 3,568 3,993 1,565 Accretion of original issue discount 6,216 1,145 — Total Interest Expense $ 120,469 $ 65,949 $ 35,431 Cash paid for interest expense $ 94,552 $ 51,918 $ 28,946 Note 7. Commitments and Contingencies Portfolio Company Commitments The Company’s investment portfolio may contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of 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. Additionally, from time to time, the Adviser and its affiliates may commit to an investment on behalf of the investment vehicles it manages, including the Company. Certain terms of these investments are not finalized at the time of the commitment and each respective investment vehicle's allocation may change prior to the date of funding. In this regard, as of 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. 165 Table of Contents Other Commitments and Contingencies From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. At December 31, 2021 and December 31, 2020, management is not aware of any pending or threatened litigation. Note 8. Net Assets The Company has the authority to issue an unlimited number of shares at $0.001 per share par value. On October 28, 2021, the Company priced its IPO, issuing 9,180,000 of its common shares of beneficial interest at a public offering price of $26.15 per share. Net of underwriting fees, the Company received net cash proceeds, before offering expenses, of $230.6 million. On November 4, 2021, the underwriters exercised their option to purchase an additional 1,377,000 shares of common shares, which resulted in net cash proceeds, before offering expenses, of $33.8 million. The Company’s common shares began trading on the NYSE under the symbol “BXSL” on October 28, 2021. 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. 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. 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. 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): Common Share Issuance Date Number of Common Shares Issued Aggregate Proceeds June 8, 2021 13,869,637 $ 357.0 September 8, 2021 13,723,035 356.3 November 2021 (1) 10,557,000 264.4 Total 38,149,672 $ 977.7 (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): Common Share Issuance Date Number of Common Shares Issued Aggregate Proceeds January 30, 2020 16,864,983 $ 440.9 April 8, 2020 14,864,518 324.0 July 15, 2020 5,304,125 125.6 July 28, 2020 123,229 2.9 November 6, 2020 4,627,528 115.4 December 15, 2020 (1) 22,802,680 571.2 Total 64,587,063 $ 1,580.0 (1) On December 1, 2020, the Company issued a capital call and delivered capital drawdown notices totaling $571.2 million, of which $3.4 million was received subsequent to December 31, 2020 and recorded as a subscription receivable on the Consolidated Statements of Assets and Liabilities. 166 Table of Contents The following table summarizes the total shares issued and proceeds received related to the Company’s capital drawdowns delivered pursuant to the Subscription Agreements for the year ended December 31, 2019 (dollars in millions except share amounts): Common Share Issuance Date Number of Common Shares Issued Aggregate Proceeds January 24, 2019 5,666,095 $ 142.1 March 28, 2019 9,818,817 247.5 June 27, 2019 12,453,261 319.7 August 9, 2019 1,401,367 36.1 September 25, 2019 14,686,050 377.3 December 16, 2019 10,474,169 271.1 Total 54,499,759 $ 1,393.8 Distributions 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): Date Declared Record Date Payment Date Per Share Amount Total Amount February 24, 2021 March 31, 2021 May 14, 2021 $ 0.5000 $ 65,052 June 7, 2021 June 7, 2021 August 13, 2021 0.3736 48,734 June 7, 2021 June 30, 2021 August 13, 2021 0.1264 18,241 September 7, 2021 September 7, 2021 November 12, 2021 0.3750 54,250 September 7, 2021 September 30, 2021 November 12, 2021 0.1250 19,800 October 18, 2021 December 31, 2021 January 31, 2022 0.5300 89,715 Total distributions $ 2.0300 $ 295,792 On October 18, 2021, the Board also declared the following special distributions: Record Date Payment Date Per Share Amount January 18, 2022 May 13, 2022 $ 0.10 March 16, 2022 May 13, 2022 0.15 May 16, 2022 August 12, 2022 0.20 July 18, 2022 November 14, 2022 0.20 Total distributions $ 0.65 167 Table of Contents 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): Date Declared Record Date Payment Date Per Share Amount Total Amount January 29, 2020 January 29, 2020 May 15, 2020 $ 0.1593 $ 10,241 February 26, 2020 March 31, 2020 May 15, 2020 0.3407 27,688 April 7, 2020 April 7, 2020 August 14, 2020 0.0385 3,129 June 29, 2020 June 30, 2020 August 14, 2020 0.4615 44,454 July 14, 2020 July 14, 2020 November 13, 2020 0.0761 7,330 July 27, 2020 July 27, 2020 November 13, 2020 0.0707 7,185 August 26, 2020 September 30, 2020 November 13, 2020 0.3532 36,021 November 5, 2020 November 5, 2020 January 29, 2021 0.1957 19,958 December 14, 2020 December 14, 2020 January 29, 2021 0.2120 22,654 December 14, 2020 December 14, 2020 January 29, 2021 0.3000 32,057 (1) December 14, 2020 December 31, 2020 January 29, 2021 0.0923 11,968 Total distributions $ 2.3000 $ 222,685 (1) Represents a special distribution. The following table summarizes the Company’s distributions declared and payable for the year ended December 31, 2019 (dollars in thousands except per share amounts): Date Declared Record Date Payment Date Per Share Amount Total Amount January 22, 2019 January 23, 2019 May 15, 2019 $ 0.1239 $ 1,192 February 28, 2019 March 27, 2019 May 15, 2019 0.3536 5,406 March 26, 2019 March 31, 2019 May 15, 2019 0.0225 565 June 26, 2019 June 26, 2019 August 14, 2019 0.4780 12,010 June 26, 2019 June 30, 2019 August 14, 2019 0.0220 827 August 8, 2019 August 8, 2019 November 14, 2019 0.2120 7,967 September 24, 2019 September 24, 2019 November 14, 2019 0.2554 9,973 September 24, 2019 September 30, 2019 November 14, 2019 0.0326 1,752 December 13, 2019 December 15, 2019 January 30, 2020 0.4130 22,226 December 16, 2019 December 31, 2019 January 30, 2020 0.0870 5,593 Total distributions $ 2.0000 $ 67,511 Dividend Reinvestment The Company has adopted a dividend reinvestment plan (“ DRIP ”), pursuant to which it reinvests all cash dividends declared by the Board on behalf of its shareholders who do not elect to receive their dividends in cash. As a result, if the Board and the Company declares, a cash dividend or other distribution, then the Company’s shareholders who have not opted out of its dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash dividend or other distribution. Starting from the consummation of the IPO, the number of shares to be issued to a shareholder is determined by dividing the total dollar amount of the cash dividend or distribution payable to a shareholder by the market price per common share at the close of regular trading on the NYSE on the payment date of a distribution, or if no sale is reported for such day, the average of the reported bid and ask prices. However, if the market price per share on the payment date of a cash dividend or distribution exceeds the most recently computed net asset value per share, the Company will issue shares at the greater of (i) the most recently computed net asset value per share and (ii) 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeded the most recently computed net asset value per share). For example, if the most recently computed net asset value per share is $25.00 and the market price on the payment date of a cash dividend is $24.00 per share, the Company will issue shares at $24.00 per share. If the most recently computed net asset value per share is $25.00 and the market price on the payment date of a cash dividend is 168 Table of Contents $27.00 per share, the Company will issue shares at $25.65 per share (95% of the current market price). If the most recently computed net asset value per share is $25.00 and the market price on the payment date of a cash dividend is $26.00 per share, the Company will issue shares at $25.00 per share. Shareholders who receive distributions in the form of shares will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions; however, since their cash distributions will be reinvested, those shareholders will not receive cash with which to pay any applicable taxes. The Company intends to use newly issued shares to implement the plan. 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): Payment Date DRIP Shares Value DRIP Shares Issued January 29, 2021 $ 11,179 443,639 May 14, 2021 8,674 339,398 August 13, 2021 9,142 352,656 November 12, 2021 9,944 327,082 Total distributions $ 38,939 1,462,775 The following table summarizes the amounts received and shares issued to shareholders who have not opted out of the Company's DRIP during the year ended December 31, 2020 (dollars in thousands except share amounts): Payment Date DRIP Shares Value DRIP Shares Issued January 30, 2020 $ 2,882 112,302 May 15, 2020 4,244 194,694 August 14, 2020 5,437 229,591 November 13, 2020 6,182 248,194 Total distributions $ 18,745 784,781 The following table summarizes the amounts received and shares issued to shareholders who have not opted out of the Company's DRIP during the year ended December 31, 2019 (dollars in thousands except share amounts): Payment Date DRIP Shares Value DRIP Shares Issued May 15, 2019 $ 519 20,605 August 14, 2019 1,748 68,165 November 14, 2019 2,051 79,894 Total distributions $ 4,318 168,664 Share Repurchase Plan On October 18, 2021, the Board approved a share repurchase plan (the “ Company 10b5-1 Plan ”) to acquire up to approximately $262 million (representing the net proceeds from the IPO) in the aggregate of the Company’s common shares at prices below net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Exchange Act. The Company put the 10b5-1 Plan in place because it believes that, in the current market conditions, if its common shares are trading below its then-current net asset value per share, it is in the best interest of the Company’s shareholders for the Company to reinvest in its portfolio. The Company 10b5-1 Plan is intended to allow the Company to repurchase its common shares at times when it otherwise might be prevented from doing so under insider trading laws. The Company 10b5-1 Plan requires Morgan Stanley & Co. LLC, as the Company’s agent, to repurchase common shares on the Company’s behalf when the market price per share is below the most recently reported net asset value per share (including any updates, corrections or adjustments publicly announced by the Company to any previously announced net asset value per share). The most recently reported net asset value per share will also be adjusted on the record date of any special distributions declared. Under the Company 10b5-1 Plan, the 169 Table of Contents agent will increase the volume of purchases made as the price of our common shares declines, subject to volume restrictions. The timing and amount of any share repurchases will depend on the terms and conditions of the Company 10b5-1 Plan, the market price of our common shares and trading volumes, and no assurance can be given that any particular amount of common shares will be repurchased. The purchase of shares pursuant to the Company 10b5-1 Plan is intended to satisfy the conditions of Rule 10b5-1 and Rule 10b-18 under the Exchange Act, and will otherwise be subject to applicable law, including Regulation M, which may prohibit purchases under certain circumstances. The Company 10b5-1 Plan 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. Shareholder Transfer Restrictions For shareholders who held common shares prior to the IPO, following, without the consent of the Adviser: • prior to January 3, 2022, a shareholder was not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber any common share held by such shareholder prior to the IPO (and any DRIP shares received with respect to such common shares); • prior to March 1, 2022, a shareholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber 90% of the common shares held by such shareholder prior to the IPO (and any DRIP shares received with respect to such common shares); • prior to May 1, 2022, a shareholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber 75% of the common shares held by such shareholder prior to the IPO (and any DRIP shares received with respect to such common shares); and • prior to July 1, 2022, a shareholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber 50% of the common shares held by such shareholder prior to the date of the IPO (and any DRIP shares received with respect to such common shares). This means that, as a result of these transfer restrictions, without the consent of the Adviser, a shareholder who owned 100 common shares on the date of the IPO could not sell any of such shares until January 3, 2022; prior to March 1, 2022, such shareholder could only sell up to 10 of such shares; prior to May 1, 2022, such shareholder could only sell up to 25 of such shares; prior to July 1, 2022, such shareholder could only sell up to 50 of such shares; and after July 1, 2022, such shareholder could sell all of such shares. Consent by the Adviser to waive any of the foregoing transfer restrictions is subject to the consent of the representatives on behalf of the underwriters in the IPO. In addition, the Company’s trustees have agreed for a period of 180 days after the date of the IPO and the Company’s executive officers who are not trustees have agreed for a period of 180 days after the date of the IPO, not to transfer (whether by sale, gift, merger, by operation of law or otherwise) their common shares without the prior written consent of the representatives on behalf of the underwriters in the IPO, subject to certain exceptions. Note 9. Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share: For The Year Ended December 31, 2021 2020 2019 Net increase (decrease) in net assets resulting from operations $ 460,422 $ 218,638 $ 106,206 Weighted average shares outstanding (basic and diluted) 144,510,122 95,333,867 33,858,642 Earnings (loss) per common share (basic and diluted) $ 3.19 $ 2.29 $ 3.14 170 Table of Contents Note 10. Income Taxes Taxable income differs from net increase (decrease) in net assets resulting from operations primarily due to: (1) unrealized appreciation (depreciation) on investments, as gains and losses are generally not included in taxable income until they are realized; (2) income or loss recognition on exited investments; (3) non-deductible U.S federal excise taxes; and (4) other non-deductible expenses. The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and non-deductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, undistributed net investment income or undistributed net realized gains on investments, as appropriate. For the years ended December 31, 2021, 2020 and 2019, permanent differences were as follows: For The Year Ended December 31, 2021 2020 2019 Undistributed net investment income (loss) $ (17,556) $ (24,912) $ (732) Accumulated net realized gain (loss) 19,994 26,938 2,067 Paid In Capital $ (2,438) $ (2,026) $ (1,335) During the years ended December 31, 2021, 2020 and 2019, permanent differences were principally related to $2.4 million, $0.5 million and $0.5 million, respectively, of U.S. federal excise taxes and $0.0 million, $1.5 million and $0.5 million, respectively, of non-deductible offering costs. For tax purposes, the Company may elect to defer any portion of a post-October capital loss or late-year ordinary loss to the first day of the following fiscal year. As of December 31, 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, 2021 2020 2019 Post-October Capital Loss Deferral - Short Term $ — $ — $ — Post-October Capital Loss Deferral - Long Term — 4,293 — Net Post-October Capital Loss Deferrals $ — $ 4,293 $ — The following reconciles the increase in net assets resulting from operations to taxable income for the years ended December 31, 2021, 2020 and 2019: For The Year Ended December 31, 2021 2020 2019 Net increase (decrease) in net assets resulting from operations $ 460,422 $ 218,638 $ 106,206 Net unrealized (appreciation) depreciation (104,178) 16,582 (28,329) Realized losses for tax not included in book income 310 (41) (511) Nondeductible capital gains incentive fee 16,312 (3,141) 4,218 Other nondeductible expenses and excise taxes 2,412 2,026 1,335 Net post-October capital loss deferral (4,293) 4,293 — Taxable/distributable income $ 370,985 $ 238,357 $ 82,919 (1) Tax information for the fiscal year ended December 31, 2021 is estimated and is not considered final until the Company files its tax return. 171 Table of Contents The components of accumulated gains / losses as calculated on a tax basis for the years ended December 31, 2021, 2020 and 2019 are as follows: For The Year Ended December 31, 2021 2020 2019 Distributable ordinary income $ 104,080 $ 32,419 $ 16,748 Distributable capital gains 3,229 — — Other temporary book/tax differences (17,389) (5,369) (4,212) Net unrealized appreciation/(depreciation) on investments 109,941 10,431 24,603 Total accumulated under-distributed (over-distributed) earnings $ 199,861 $ 37,481 $ 37,139 The cost and unrealized gain (loss) of the Company’s investments, as calculated on a tax basis, at December 31, 2021, December 31, 2020 and December 31, 2019 were as follows: For The Year Ended December 31, 2021 2020 2019 Gross unrealized appreciation $ 132,173 $ 58,871 $ 35,465 Gross unrealized depreciation (22,232) (48,439) (10,862) Net unrealized appreciation (depreciation) $ 109,941 $ 10,432 $ 24,603 Tax cost of investments $ 9,855,692 $ 5,575,511 $ 3,067,837 All of the dividends declared during the year ended December 31, 2021 and 2020 were derived from ordinary income, as determined on a tax basis. BGSL Investments, a wholly owned subsidiary that was formed in 2019, is a Delaware LLC which has elected to be treated as a corporation for U.S. tax purposes. As such, BGSL Investments is subject to U.S. Federal, state and local taxes. For the Company's tax year ended December 31, 2021, BGSL Investments activity did not result in a material provision for income taxes. Management has analyzed the Company’s tax positions taken, or to be taken, on federal income tax returns for all open tax years, and has concluded that no provision for income tax is required in the Company’s financial statements. The Company’s federal tax returns are subject to examination by the Internal Revenue Service for a period of three fiscal years after they are filed. 172 Table of Contents Note 11. Financial Highlights The following are the financial highlights for the years ended December 31, 2021, 2020 and 2019: For The Year Ended December 31, 2021 2020 2019 2018 Per Share Data: Net asset value, beginning of period $ 25.20 $ 26.02 $ 24.57 $ 25.00 Net investment income (1) 2.43 2.51 2.18 0.17 Net unrealized and realized gain (loss) (2) 0.67 (1.03) 1.27 (0.60) Net increase (decrease) in net assets resulting from operations 3.10 1.48 3.45 (0.43) Distributions declared (3) (2.03) (2.30) (2.00) — Total increase (decrease) in net assets 1.07 (0.82) 1.45 (0.43) Net asset value, end of period $ 26.27 $ 25.20 $ 26.02 $ 24.57 Shares outstanding, end of period 169,274,033 129,661,586 64,289,742 9,621,319 Total return based on NAV (4) 12.63 % 6.46 % 14.43 % (1.72) % Total return based on market value (5) 32.05 % N/A N/A N/A Ratios: Ratio of net expenses to average net assets (6) 7.24 % 6.50 % 8.50 % 8.89 % Ratio of net investment income to average net assets (6) 9.33 % 10.37 % 8.46 % 6.07 % Portfolio turnover rate 35.40 % 46.80 % 31.49 % — % Supplemental Data: Net assets, end of period 4,447,479 3,267,809 1,673,117 236,365 Asset coverage ratio 180.2 % 230.0% 215.1 % 227.8 % (1) The per share data was derived by using the weighted average shares outstanding during the period. (2) For the years ended December 31, 2021, 2020, 2019 and 2018, the amount shown does not correspond with the aggregate amount for the period as it includes a $(0.09), $(0.81), $0.31 and ($0.03) impact, respectively, from the effect of the timing of capital transactions. (3) The per share data for distributions was derived by using the actual shares outstanding at the date of the relevant transactions (refer to Note 8). (4) Total return is calculated as the change in NAV per share during the period, plus distributions per share (assuming dividends and distributions are reinvested in accordance with the Company's dividend reinvestment plan) divided by the beginning NAV per share. Total return does not include sales load. (5) 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. The beginning market value per share is based on the initial public offering price of $26.15 per share and not annualized. (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). 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. Note 12. Subsequent Events The Company’s management evaluated subsequent events through the date of issuance of the consolidated financial statements. There have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in, the consolidated financial statements as of December 31, 2021, except as discussed below. 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. Mr. 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. Mr. 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. 173 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. There are not and have not been any disagreements between the Company and its accountant on any matter of accounting principles, practices, or financial statement disclosure.