Item 5. Other Information
Item 5. Other Information.
Section 13(r) Disclosure
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, we hereby incorporate by reference herein Exhibit 99.1 of this report, which includes disclosures regarding activities at Mundys S.p.A., which may be, or may have been at the time considered to be, an affiliate of Blackstone and, therefore, our affiliate.
Revolving Credit Facility Amendment
On August 6, 2024, the Company entered into an amendment (the “Revolver Amendment”) to the Revolving Credit Facility, which will become effective on or around August 12, 2024, subject to the satisfaction of certain conditions including the making of specified payments, among the Company, as borrower, each of the lenders from time to time party thereto and Citibank, N.A., as administrative agent. The Revolver Amendment provides for, among other things, (a) increasing the aggregate committed principal from $1.775 billion to $2.075 billion, which is comprised of (i) revolving commitments in an aggregate amount of $1.6865 billion and (ii) funded term loans in an aggregate principal amount of $388.5 million, (b) an extension of the period during which the Company may make borrowings on the Revolving Credit Facility from June 2027 to August 2028 (other than with respect to the revolving commitments of certain lenders in the amount of $200.0 million, which expire on June 28, 2026), (c) an extension of the scheduled maturity date of the Revolving Credit Facility from June 2028 to August 2029 (other than with respect to the revolving commitments of certain lenders in the amount of $200.0 million, which mature on June 28, 2027), (d) resetting the minimum shareholders’ equity test, (e) adding a step down of the interest for the borrowings under the Revolving Credit Facility (other than with respect to borrowings of certain lenders with revolving commitments in the amount of $200.0 million) to (i) for loans for which the Company elects the base rate option, the alternate base rate plus (A) if the gross borrowing base is equal to or greater than 2.0 times the combined revolving debt amount, 0.525%, (B) if the gross borrowing base is less than 2.0 times and is equal to or greater than 1.6 times the combined revolving debt amount, 0.650% or (C) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 0.775%, and (ii) for all other loans, the applicable benchmark rate for the related Interest Period for such Borrowing plus (A) if the gross borrowing base is equal to or greater than 2.0 times the combined revolving debt amount, 1.525%, (B) if the gross borrowing base is less than 2.0 times and is equal to or greater than 1.6 times the combined revolving debt amount, 1.650% or (C) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 1.775% and (f) decreasing the unused fee for the revolving commitments (other than with respect to the revolving commitments of certain lenders in the amount of $200.0 million) from 0.375% to 0.325%.
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Item 6. Exhibits.
Exhibit
Number Description of Exhibits
3.1 Fourth Amended and Restated Declaration of Trust, dated as of October 18, 2021 (incorporated by reference to Exhibit (a)(1) to the Company’s Registration Statement on Form N-2 filed on October 18, 2021).
3.2 Amended and Restated Bylaws, dated as of October 18, 2021 (incorporated by reference to Exhibit (b) to the Company’s Registration Statement on Form N-2 filed on October 18, 2021).
4.1 Sixth Supplemental Indenture, dated as of May 20, 2024, relating to the 5.875% Notes due 2027, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 21, 2024).
4.2 Form of 5.875% Notes due 2027 (included in Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 21, 2024 and incorporated by reference).
10.1 Second Amendment to the Second Amended and Restated Credit Agreement, dated June 25, 2024, by and among Big Sky Funding, the lender parties thereto, and Bank of America, N.A.*
10.2 Amendment No. 2, dated June 12, 2024, to the Second Amended and Restated Senior Secured Credit Agreement dated June 28, 2022, by and among the Company, each of the Lenders from time to time party thereto and Citibank, N.A., as administrative agent and collateral agent.*
10.3 Amendment No. 3 , dated August 6, 2024, to the Second Amended and Restated Senior Secured Credit Agreement dated June 28, 2022, by and among the Company, each of the Lenders from time to time party thereto and Citibank, N.A., as administrative agent and collateral agent.*
31.1 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.3 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (furnished herewith)
32.2 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (furnished herewith)
32.3 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (furnished herewith)
99.1 Section 13(r) Disclosure.*
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document*
101.SCH Inline XBRL Taxonomy Extension Schema Document*
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
_________________________
* Filed herewith
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Blackstone Secured Lending Fund
Date: August 7, 2024 /s/ Brad Marshall
Brad Marshall
Co-Chief Executive Officer
(Principal Executive Officer)
Date: August 7, 2024 /s/ Jonathan Bock
Jonathan Bock
Co-Chief Executive Officer
(Principal Executive Officer)
Date: August 7, 2024 /s/ Teddy Desloge
Teddy Desloge
Chief Financial Officer
(Principal Financial Officer)
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