On May 20, 2024, Blackstone Secured Lending Fund (the “
”) and U.S. Bank Trust Company, National Association (the “
”) entered into a Sixth Supplemental Indenture (the “
Sixth Supplemental Indenture
” and, together with the Base Indenture (defined herein), the “
”) related to the $400,000,000 in aggregate principal amount of its 5.875% notes due 2027 (the “
”), which supplements that certain Base Indenture, dated as of July 15, 2020 (as may be further amended, supplemented or otherwise modified from time to time, the “
”).
The Notes will mature on November 15, 2027 and may be redeemed in whole or in part at the Fund’s option at any time and from time to time at the redemption prices set forth in the Indenture. The Notes bear interest at a rate of 5.875% per year payable semi-annually on May 15 and November 15 of each year, commencing on November 15, 2024. The Notes are general unsecured obligations of the Fund that rank senior in right of payment to all of the Fund’s existing and future indebtedness that is expressly subordinated in right of payment to the Notes, rank
with all existing and future unsecured indebtedness issued by the Fund that are not so subordinated, rank effectively junior to any of the Fund’s secured indebtedness (including unsecured indebtedness that the Fund 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 Fund’s subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring the Fund to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and to provide financial information to the holders of the Notes and the Trustee if the Fund is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, the Fund will generally be required to make an offer to purchase the outstanding Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest to the repurchase date.
The Notes were offered and sold pursuant to the Registration Statement on Form
N-2
(File
No. 333-266323),
the
preliminary
prospectus supplement filed with the Securities and Exchange Commission on May 13, 2024 and the pricing term sheet filed with the Securities and Exchange Commission on May 13, 2024. The transaction closed on May 20, 2024.
The foregoing descriptions of the Base Indenture, the Sixth Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Base Indenture, the Sixth Supplemental Indenture and the Notes, respectively, each filed as an exhibit hereto and incorporated by reference herein.