Blackstone Secured Lending Fund 10Q 2022 Q3 Quarterly report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________

FORM 10-Q

_______________________________________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 814-01299

_______________________________________________________________________

Blackstone Secured Lending Fund

(Exact name of Registrant as specified in its Charter)

_______________________________________________________________________


Delaware						82-7020632
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

345 Park Avenue, 31st Floor New York, New York						10154
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (212) 503-2100

_______________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Common Shares of Beneficial Interest, $0.001 par value per share

BXSL

New York Stock Exchange

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒

The number of shares of Registrant’s Common Stock, $0.001 par value per share, outstanding as of November 8, 2022 was 159,822,716 .

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		Page

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Assets and Liabilities as of September 30, 2022 (Unaudited) and December 31, 2021	2
	Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021 (Unaudited)	3
	Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, 2022 and 2021 (Unaudited)	4
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021 (Unaudited)	6
	Consolidated Schedules of Investments as of September 30, 2022 (Unaudited) and December 31, 2021	8
	Notes to Consolidated Financial Statements (Unaudited)	35
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	64
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	76
Item 4.	Controls and Procedures	78

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	78
Item 1A.	Risk Factors	78
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	78
Item 3.	Defaults Upon Senior Securities	79
Item 4.	Mine Safety Disclosures	79
Item 5.	Other Information	79
Item 6.	Exhibits	80
Signatures

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about Blackstone Secured Lending Fund (together, with its consolidated subsidiaries, the “Company,” “we” “us” or “our”), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

•our future operating results;

•our business prospects and the prospects of the companies in which we may invest;

•the impact of the investments that we expect to make;

•our ability to raise sufficient capital and buy back shares to execute our investment strategy;

•general economic, logistical and political trends and other external factors, including the current novel coronavirus (COVID-19) pandemic, related COVID-19 variants, inflation and supply chain and labor market disruptions;

•turmoil in Ukraine and Russia and the potential for volatility in energy prices and its impact on the industries in which we invest;

•the ability of our portfolio companies to achieve their objectives;

•our current and expected financing arrangements and investments;

•changes in the general interest rate environment;

•the adequacy of our cash resources, financing sources and working capital;

•the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;

•our contractual arrangements and relationships with third parties;

•actual and potential conflicts of interest with Blackstone Credit BDC Advisors LLC (the “Adviser”) or any of its affiliates;

•the dependence of our future success on the general economy and its effect on the industries in which we may invest;

•our use of financial leverage;

•our business prospects and the prospects of our portfolio companies, including our and their ability to effectively respond to challenges posed by the COVID-19 pandemic;

•the ability of the Adviser to source suitable investments for us and to monitor and administer our investments;

•the ability of the Adviser or its affiliates to attract and retain highly talented professionals;

•our ability to qualify for and maintain our qualification as a regulated investment company and as a business development company (“BDC”);

•the impact on our business of U.S. and international financial reform legislation, rules and regulations;

•the effect of changes to tax legislation and our tax position; and

•the tax status of the enterprises in which we may invest.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of any projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2021 as updated by the Company's periodic filings with the Securities and Exchange Commission. These projections and forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements, except as required by applicable law. Because we are an investment company, the forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”).

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Blackstone Secured Lending Fund

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share amounts)

(Unaudited)


	September 30, 2022		December 31, 2021
ASSETS
Investments at fair value
Non-controlled/non-affiliated investments (cost of $9,669,699 and $9,712,367 at September 30, 2022 and December 31, 2021, respectively)	$	9,626,933	$	9,819,696
Non-controlled/affiliated investments (cost of $35,638 and $32,759 at September 30, 2022 and December 31, 2021, respectively)	45,183		35,683
Total investments at fair value (cost of $9,705,337 and $9,745,126 at September 30, 2022 and December 31, 2021, respectively)	9,672,116		9,855,379
Cash and cash equivalents	131,185		102,879
Interest receivable from non-controlled/non-affiliated investments	67,923		62,659
Deferred financing costs	14,488		13,552
Receivable for investments sold	40,044		142,878
Other assets	—		194
Total assets	$	9,925,756	$	10,177,541
LIABILITIES
Debt (net of unamortized debt issuance costs of $37,895 and $45,695 at September 30, 2022 and December 31, 2021, respectively)	$	5,512,721	$	5,498,633
Payable for investments purchased	18,775		36,217
Due to affiliates	24,967		8,248
Management fees payable (Note 3)	19,039		17,812
Income based incentive fees payable (Note 3)	22,361		19,809
Capital gains incentive fees payable (Note 3)	8,788		17,389
Interest payable	19,720		39,144
Distribution payable (Note 8)	129,983		89,715
Accrued expenses and other liabilities	871		3,095
Total liabilities	5,757,225		5,730,062
Commitments and contingencies (Note 7)
NET ASSETS
Common shares, $0.001 par value (unlimited shares authorized; 161,823,803 and 169,274,033 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively)	162		169
Additional paid in capital	4,068,960		4,245,125
Distributable earnings (loss)	99,409		202,185
Total net assets	4,168,531		4,447,479
Total liabilities and net assets	$	9,925,756	$	10,177,541
NET ASSET VALUE PER SHARE	$	25.76	$	26.27

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

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Blackstone Secured Lending Fund

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Investment income:

Interest income	$	213,242	$	165,417	$	559,086	$	424,141
Payment in-kind interest income	10,933		1,000		30,427		3,279
Dividend income	—		—		5,908		—
Fee income	2,616		458		3,958		5,262
Total investment income	226,791		166,875		599,379		432,682
Expenses:
Interest expense	55,347		32,740		140,732		81,053
Management fees (Note 3)	25,385		15,445		76,913		40,394
Income based incentive fees (Note 3)	26,088		16,983		68,252		45,130
Capital gains incentive fees (Note 3)	(5,430)		2,430		(8,600)		14,600
Professional fees	762		939		2,527		2,179
Board of Trustees' fees	238		141		628		416
Administrative service expenses (Note 3)	687		500		1,876		1,623
Other general and administrative	1,643		1,670		4,530		4,215
Total expenses	104,720		70,848		286,858		189,610
Management fees waived (Note 3)	(6,346)		—		(19,228)		—
Incentive fees waived (Note 3)	(3,727)		—		(9,750)		—
Net expenses	94,647		70,848		257,880		189,610
Net investment income before excise tax	132,144		96,027		341,499		243,072
Excise tax expense	—		2,220		1,386		1,938
Net investment income after excise tax	132,144		93,807		340,113		241,134
Realized and unrealized gain (loss):
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments	(77,468)		18,035		(107,062)		92,124
Non-controlled/affiliated investments	6,818		(7)		6,621		501
Translation of assets and liabilities in foreign currencies	64		5		466		(597)
Net unrealized appreciation (depreciation)	(70,586)		18,033		(99,975)		92,028
Realized gain (loss):
Non-controlled/non-affiliated investments	31,249		(1,808)		39,109		6,509
Foreign currency transactions	3,139		(25)		3,530		(1,201)
Net realized gain (loss)	34,388		(1,833)		42,639		5,308
Net realized and unrealized gain (loss)	(36,198)		16,200		(57,336)		97,336
Net increase (decrease) in net assets resulting from operations	$	95,946	$	110,007	$	282,777	$	338,470
Net investment income per share (basic and diluted)	$	0.80	$	0.63	$	2.02	$	1.76
Earnings per share (basic and diluted)	$	0.58	$	0.74	$	1.68	$	2.47
Weighted average shares outstanding (basic and diluted)	165,031,737		147,932,846		167,986,923		137,294,502
Distributions declared and payable per share	$	0.80	$	0.50	$	2.31	$	1.50

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

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Blackstone Secured Lending Fund

Consolidated Statements of Changes in Net Assets

(in thousands)

(Unaudited)


	Par Amount		Additional Paid in Capital		Distributable Earnings (Loss)		Total Net Assets
Balance, June 30, 2022	$	168	$	4,221,371	$	133,534	$	4,355,073
Reinvestment of dividends(1)	—		11,469		—		11,469
Net investment income	—		—		132,144		132,144
Net realized gain (loss) on investments	—		—		34,388		34,388
Net change in unrealized appreciation (depreciation) on investments	—		—		(70,586)		(70,586)
Dividends declared and payable from net investment income	—		—		(130,071)		(130,071)
Repurchases	(6)		(163,880)		—		(163,886)
Balance, September 30, 2022	162		4,068,960		99,409		4,168,531


	Par Amount		Additional Paid in Capital		Distributable Earnings (Loss)		Total Net Assets
Balance, December 31, 2021	$	169	$	4,245,125	$	202,185	$	4,447,479
Reinvestment of dividends	2		39,438		—		39,440
Net investment income	—		—		340,113		340,113
Net realized gain (loss) on investments	—		—		42,639		42,639
Net change in unrealized appreciation (depreciation) on investments	—		—		(99,975)		(99,975)
Dividends declared and payable from net investment income	—		—		(385,553)		(385,553)
Repurchases	(9)		(215,603)		—		(215,612)
Balance, September 30, 2022	$	162	$	4,068,960	$	99,409	$	4,168,531

(1) The par amount of the shares issued in connection with the reinvestment of dividends is less than 1,000 and rounds to zero.

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

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Blackstone Secured Lending Fund

Consolidated Statements of Changes in Net Assets

(in thousands)

(Unaudited)


	Par Amount		Additional Paid in Capital		Distributable Earnings (Loss)		Total Net Assets
Balance, June 30, 2021	$	144	$	3,609,406	$	131,552	$	3,741,102
Issuance of common shares	13		356,237		—		356,250
Reinvestment of dividends	1		9,140		—		9,141
Net investment income	—		—		93,807		93,807
Net realized gain (loss) on investments	—		—		(1,833)		(1,833)
Net change in unrealized appreciation (depreciation) on investments	—		—		18,033		18,033
Dividends declared from net investment income	—		—		(74,049)		(74,049)
Balance, September 30, 2021	$	158	$	3,974,783	$	167,510	$	4,142,451


	Par Amount		Additional Paid in Capital		Distributable Earnings (Loss)		Total Net Assets
Balance, December 31, 2020	$	130	$	3,232,562	$	35,117	$	3,267,809
Issuance of common shares	27		713,227		—		713,254
Reinvestment of dividends	1		28,994		—		28,995
Net investment income	—		—		241,134		241,134
Net realized gain (loss) on investments	—		—		5,308		5,308
Net change in unrealized appreciation (depreciation) on investments	—		—		92,028		92,028
Dividends declared from net investment income	—		—		(206,077)		(206,077)
Balance, September 30, 2021	$	158	$	3,974,783	$	167,510	$	4,142,451

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

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Blackstone Secured Lending Fund

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)


	Nine Months Ended September 30,
	2022		2021
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	282,777	$	338,470
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	100,441		(92,625)
Net unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies	(466)		597
Net realized (gain) loss on investments	(39,109)		(6,509)
Payment-in-kind interest capitalized	(31,891)		(3,139)
Net accretion of discount and amortization of premium	(36,023)		(47,969)
Amortization of deferred financing costs	2,853		1,831
Amortization of debt issuance costs	7,799		586
Amortization of discount on unsecured bonds	—		3,876





Purchases of investments	(808,767)		(4,438,514)
Proceeds from sale of investments and principal repayments	955,578		1,945,636
Changes in operating assets and liabilities:
Interest receivable	(5,264)		(30,429)
Receivable for investments sold	102,833		(163,047)
Other assets	194		247
Payable for investments purchased	(17,442)		26,146
Due to affiliates	18,090		1,279
Management fee payable	1,227		5,168
Income based incentive fee payable	2,552		1,721
Capital gains incentive fee payable	(8,601)		14,600
Interest payable	(19,424)		108
Accrued expenses and other liabilities	(2,225)		2,015
Net cash provided by (used in) operating activities	505,132		(2,439,952)
Cash flows from financing activities:
Borrowings on debt	749,088		4,365,875
Repayments on debt	(699,151)		(2,406,427)
Deferred financing costs paid	(3,789)		(4,214)
Debt issuance costs paid	—		(1,276)
Deferred offering costs paid on issuance of common shares	(1,607)		—
Dividends paid in cash	(305,756)		(189,670)
Proceeds from issuance of common shares	—		716,681
Repurchased shares	(215,612)		—
Net cash provided by (used in) financing activities	(476,827)		2,480,969
Net increase (decrease) in cash and cash equivalents	28,306		41,017
Effect of foreign exchange rate changes on cash and cash equivalents	—		610
Cash and cash equivalents, beginning of period	102,879		217,993
Cash and cash equivalents, end of period	$	131,185	$	259,620

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Blackstone Secured Lending Fund Consolidated Statements of Cash Flows (in thousands) (Unaudited)
	Nine Months Ended September 30,
	2022		2021
Supplemental information and non-cash activities:
Interest paid during the period	$	146,210	$	83,098

Distribution payable	$	129,983	$	74,049
Reinvestment of distributions during the period	$	39,439	$	28,994
Non-cash deferred financing costs activity	$	—	$	(64)
Accrued but unpaid debt issuance costs	$	—	$	500
Excise taxes paid	$	4,106	$	131

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

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Blackstone Secured Lending Fund Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited)


Investments (1)	Reference Rate and Spread		Interest Rate (2)(14)	Maturity Date	Par Amounts/Units (16)		Cost (3)		Fair Value		% of Net Assets
Investments—non-controlled/non-affiliated
First Lien Debt
Aerospace & Defense
Corfin Holdings, Inc. (4)(11)	L +	5.75%	9.42%	2/5/2026	$	199,875	$	197,645	$	197,876	4.75	%
Corfin Holdings, Inc. (4)(11)	L +	5.75%	8.82%	2/5/2026	69,580		68,588		68,885		1.65
LinQuest Corp. (4)(5)(7)(10)	L +	5.75%	9.10%	7/28/2028	9,863		9,642		9,517		0.23
MAG DS Corp. (4)(11)	L +	5.50%	9.17%	4/1/2027	81,538		76,177		75,015		1.80
Maverick Acquisition, Inc. (4)(7)(11)	L +	6.25%	9.92%	6/1/2027	18,836		18,482		17,878		0.43
TCFI AEVEX, LLC (4)(7)(11)	L +	6.00%	8.37%	3/18/2026	111,684		110,131		93,510		2.24
							480,664		462,681		11.10
Air Freight & Logistics
AGI-CFI Holdings, Inc. (4)(10)	L +	5.50%	8.88%	6/11/2027	96,639		95,062		95,673		2.30
ENV Bidco AB (4)(10)	SOFR +	6.00%	8.99%	7/19/2029	€	1,006	982		981		0.02
ENV Bidco AB (4)(6)(7)(8)	E +	6.00%	7.19%	7/19/2029	€	1,122	1,115		1,057		0.03
Livingston International, Inc. (4)(6)(10)	L +	5.50%	9.14%	4/30/2027	129,179		126,578		127,887		3.07
Mode Purchaser, Inc. (4)(11)	SOFR +	6.25%	8.96%	12/9/2026	178,829		176,659		178,829		4.29
R1 Holdings, LLC (4)(11)	L +	6.00%	7.00%	1/2/2026	69,116		68,637		69,116		1.66
Redwood Services Group, LLC (4)(7)(10)	SOFR +	6.00%	6.75%	6/15/2029	2,000		1,957		1,955		0.05
RWL Holdings, LLC (4)(7)(10)	SOFR +	5.75%	9.45%	12/31/2028	24,193		23,707		23,887		0.57
SEKO Global Logistics Network, LLC (4)(5)(11)	E +	5.00%	6.00%	12/30/2026	€	1,863	2,132		1,816		0.04
SEKO Global Logistics Network, LLC (4)(5)(7)(11)	L +	5.00%	8.07%	12/30/2026	6,150		6,072		6,110		0.15
							502,901		507,311		12.18
Building Products
Fencing Supply Group Acquisition, LLC (4)(5)(11)	L +	6.00%	8.08%	2/26/2027	52,319		51,753		52,319		1.26
Jacuzzi Brands, LLC (4)(10)	SOFR +	6.00%	9.55%	2/25/2025	94,817		94,092		94,817		2.27
L&S Mechanical Acquisition, LLC (4)(5)(10)	L +	5.75%	9.43%	9/1/2027	12,659		12,452		12,058		0.29
Lindstrom, LLC (4)(11)	SOFR +	6.25%	8.86%	4/7/2025	122,252		121,268		121,029		2.90
Windows Acquisition Holdings, Inc. (4)(5)(11)	L +	6.50%	10.17%	12/29/2026	53,729		52,969		53,729		1.29
							332,533		333,953		8.01
Commercial Services & Supplies
Bazaarvoice, Inc. (4)(7)(8)	L +	5.75%	7.71%	5/7/2028	229,053		229,053		229,053		5.49
Java Buyer, Inc. (4)(7)(10)	L +	5.75%	9.04%	12/15/2027	5,036		4,933		4,866		0.12
JSS Holdings, Inc. (4)(10)	L +	6.00%	6.75%	12/17/2028	286,638		283,455		286,638		6.88
JSS Holdings, Inc. (4)(10)	L +	6.00%	6.75%	12/17/2028	4,950		4,884		4,950		0.12
Knowledge Pro Buyer, Inc. (4)(7)(10)	L +	5.75%	8.51%	12/10/2027	5,293		5,171		5,152		0.12
KPSKY Acquisition, Inc. (4)(7)(10)	L +	5.50%	8.58%	10/19/2028	22,696		22,303		21,554		0.52
Onex Baltimore Buyer, Inc. (4)(7)(10)	SOFR +	5.75%	8.37%	12/1/2027	26,974		26,477		26,672		0.64

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Blackstone Secured Lending Fund Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited)


Investments (1)	Reference Rate and Spread		Interest Rate (2)(14)	Maturity Date	Par Amounts/Units (16)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Commercial Services & Supplies (continued)
The Action Environmental Group, Inc. (4)(5)(12)	L +	6.00%	7.25%	1/16/2026	$	11,161	$	11,121	$	11,022	0.26	%
The Action Environmental Group, Inc. (4)(11)	L +	6.00%	7.25%	1/16/2026	134,107		132,334		132,431		3.18
Veregy Consolidated, Inc. (4)(11)	L +	6.00%	8.81%	11/2/2027	20,939		20,516		19,944		0.48
							740,246		742,282		17.81
Construction & Engineering
ASP Endeavor Acquisition, LLC (4)(5)(9)	L +	6.50%	9.37%	5/3/2027	13,800		13,581		13,075		0.31
COP Home Services TopCo IV, Inc. (4)(5)(7)(11)	L +	5.00%	8.12%	12/31/2027	21,430		20,930		20,766		0.50
							34,511		33,842		0.81
Containers & Packaging
Ascend Buyer, LLC (4)(7)(10)	L +	5.75%	9.42%	9/30/2028	19,193		18,836		18,984		0.46
Distributors
BP Purchaser, LLC (4)(10)	L +	5.50%	8.74%	12/10/2028	7,356		7,226		7,209		0.17
Bution Holdco 2, Inc. (4)(11)	L +	6.25%	9.37%	10/17/2025	73,121		72,379		73,121		1.75
Dana Kepner Company, LLC (4)(11)	SOFR +	6.00%	9.62%	12/29/2026	63,457		62,559		63,139		1.51
Dana Kepner Company, LLC (4)(10)	SOFR +	6.00%	9.62%	12/29/2027	1,995		1,957		1,985		0.05
Genuine Cable Group, LLC (4)(10)	L +	5.75%	8.00%	11/2/2026	180,444		177,370		178,639		4.29
Marcone Yellowstone Buyer, Inc. (4)(5)(7)(10)	L +	5.50%	9.17%	6/23/2028	5,649		5,543		5,534		0.13
NDC Acquisition Corp. (4)(7)(11)	L +	5.50%	9.17%	3/9/2027	13,595		13,249		13,425		0.32
Tailwind Colony Holding Corporation (4)(7)(11)	SOFR +	6.25%	9.89%	11/13/2024	40,570		40,291		39,961		0.96
Unified Door & Hardware Group, LLC (4)(11)	L +	5.75%	7.65%	6/30/2025	94,605		93,412		92,240		2.21
							473,986		475,254		11.39
Diversified Consumer Services
Cambium Learning Group, Inc. (4)(7)(10)	L +	5.50%	8.21%	7/20/2028	292,841		290,354		292,841		7.03
DreamBox Learning Holding LLC (4)(5)(10)	L +	6.25%	9.44%	12/1/2027	7,087		6,964		6,803		0.16
Go Car Wash Management Corp. (4)(7)(11)	L +	5.75%	8.88%	12/31/2026	22,569		22,146		22,156		0.53
							319,465		321,800		7.72
Diversified Financial Services
Barbri Holdings, Inc. (4)(10)	L +	5.75%	8.87%	4/30/2028	64,732		63,671		64,084		1.54
SelectQuote, Inc. (4)(10)	SOFR +	8.00%	11.13%	11/5/2024	74,593		73,760		67,134		1.61
							137,430		131,218		3.15
Diversified Telecommunication Services
Point Broadband Acquisition, LLC (4)(7)(11)	L +	6.00%	8.29%	10/1/2028	95,375		93,099		92,720		2.22
Electric Utilities
Qualus Power Services Corp. (4)(7)(11)	L +	5.50%	8.27%	3/26/2027	31,889		31,238		31,496		0.76

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited)


Investments (1)	Reference Rate and Spread		Interest Rate (2)(14)	Maturity Date	Par Amounts/Units (16)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Electrical Equipment
Emergency Power Holdings, LLC (4)(5)(7)(11)	L +	5.50%	9.17%	8/17/2028	$	44,563	$	43,607	$	43,596	1.05	%
Relay Purchaser, LLC (4)(5)(7)(10)	L +	6.00%	9.67%	8/30/2028	49,625		48,731		48,933		1.17
Shoals Holdings, LLC (4)(11)	SOFR +	3.25%	5.94%	11/25/2026	83,718		82,244		84,136		2.02
							174,581		176,665		4.24
Electronic Equipment, Instruments & Components
Albireo Energy, LLC (4)(5)(11)	L +	6.00%	9.63%	12/23/2026	109,319		107,887		103,029		2.47
Energy Equipment & Services
Abaco Energy Technologies, LLC (4)(13)	L +	7.00%	9.76%	10/4/2024	45,875		45,327		45,875		1.10
ISQ Hawkey Holdco, Inc. (4)(7)(10)	SOFR +	6.25%	9.31%	8/17/2029	731		707		707		0.02
Tetra Technologies, Inc. (4)(6)(11)	L +	6.25%	9.37%	9/10/2025	17,790		17,731		17,790		0.43
							63,765		64,371		1.54
Health Care Equipment & Supplies
CPI Buyer, LLC (4)(7)(10)	L +	5.50%	8.57%	11/1/2028	30,308		29,669		29,257		0.70
GCX Corporation Buyer, LLC (4)(5)(7)(10)	L +	5.50%	8.32%	9/13/2027	21,780		21,346		21,106		0.51
							51,015		50,363		1.21
Health Care Providers & Services
123Dentist, Inc. (4)(6)(7)(10)	C +	5.75%	9.41%	8/10/2029	C$	1,721	1,245		1,131		0.03
ACI Group Holdings, Inc. (4)(5)(7)(10)	L +	5.50%	9.17%	8/2/2028	99,728		97,610		98,308		2.36
ADCS Clinics Intermediate Holdings, LLC (4)(7)(11)	L +	6.50%	8.47%	5/7/2027	8,599		8,447		8,447		0.20
AmeriVet Partners Management, Inc. (4)(5)(7)(10)	SOFR +	5.50%	9.20%	2/25/2028	5,338		5,207		5,164		0.12
Canadian Hospital Specialties Ltd. (4)(5)(6)(7)(11)	C +	4.50%	8.67%	4/14/2028	C$	30,048	23,470		23,458		0.56
CCBlue Bidco, Inc. (4)(7)(10)	L +	6.25% (incl. 2.75% PIK)	7.17%	12/21/2028	10,426		10,237		9,943		0.24
Cross Country Healthcare, Inc. (4)(10)	L +	5.75%	8.83%	6/8/2027	11,036		10,835		11,036		0.26
DCA Investment Holdings, LLC (4)(7)(10)	SOFR +	6.00%	9.98%	4/3/2028	27,962		27,634		27,685		0.66
DCA Investment Holdings, LLC (4)(11)	SOFR +	6.00%	9.98%	4/3/2028	4,025		3,989		3,985		0.10
Epoch Acquisition, Inc. (4)(11)	L +	6.00%	9.12%	10/4/2024	24,377		24,264		24,377		0.58
HealthComp Holding Company, LLC (4)(5)(7)(11)	L +	5.50%	7.32%	10/27/2026	104,284		102,323		104,284		2.50
Jayhawk Buyer, LLC (4)(7)(11)	L +	5.00%	8.68%	10/15/2026	155,571		153,105		154,014		3.69
Navigator Acquiror, Inc. (4)(7)(9)	L +	5.75%	8.49%	7/16/2027	199,030		197,534		198,117		4.75
Odyssey Holding Company, LLC (4)(11)	L +	5.75%	6.75%	11/16/2025	18,672		18,509		18,672		0.45
PPV Intermediate Holdings, LLC (4)(6)(7)(10)	SOFR +	5.75%	9.01%	8/31/2029	1,603		1,566		1,565		0.04
Smile Doctors, LLC (4)(7)(10)	L +	5.75%	9.42%	12/21/2028	11,174		10,956		10,930		0.26
Snoopy Bidco, Inc. (4)(7)(10)	L +	6.00%	9.08%	6/1/2028	304,214		298,699		296,372		7.11
SpecialtyCare, Inc. (4)(5)(7)(11)	L +	5.75%	8.03%	6/18/2028	12,274		11,946		12,058		0.29
Stepping Stones Healthcare Services, LLC (4)(7)(10)	L +	5.75%	9.42%	1/2/2029	2,296		2,243		2,212		0.05

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited)


Investments (1)	Reference Rate and Spread		Interest Rate (2)(14)	Maturity Date	Par Amounts/Units (16)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Health Care Providers & Services (continued)
The Fertility Partners, Inc. (4)(5)(6)(10)	L +	5.75%	8.87%	3/16/2028	$	4,988	$	4,897	$	4,838	0.12	%
The Fertility Partners, Inc. (4)(5)(6)(7)(10)	C +	5.75%	9.47%	3/16/2029	C$	5,540	4,378		4,032		0.10
The GI Alliance Management, LLC (4)(7)(11)	SOFR +	6.25%	9.20%	9/15/2028	4,177		4,027		4,026		0.10
Unified Physician Management, LLC (4)(7)(9)	SOFR +	5.50%	8.53%	6/18/2029	2,129		2,129		2,129		0.05
United Mutual Acquisition Holdings, LLC (4)(7)(10)	SOFR +	5.75%	8.60%	7/15/2028	1,789		1,743		1,741		0.04
US Oral Surgery Management Holdco, LLC (4)(7)(10)	L +	5.50%	8.47%	11/18/2027	37,484		36,743		37,170		0.89
WHCG Purchaser III, Inc. (4)(5)(7)(10)	L +	5.75%	9.42%	6/22/2028	42,545		41,631		38,868		0.93
							1,105,366		1,104,561		26.50
Health Care Technology
Caerus US 1, Inc. (4)(6)(7)(10)	SOFR +	5.50%	9.05%	5/25/2029	10,012		9,788		9,886		0.24
Edifecs, Inc. (4)(10)	L +	5.50%	9.18%	9/21/2026	13,634		13,412		13,498		0.32
Edifecs, Inc. (4)(11)	L +	7.50%	11.18%	9/21/2026	219,719		216,082		226,311		5.43
GI Ranger Intermediate, LLC (4)(7)(10)	SOFR +	6.00%	9.70%	10/29/2028	15,087		14,806		14,804		0.36
NMC Crimson Holdings, Inc. (4)(7)(10)	L +	6.00%	8.28%	3/1/2028	71,173		69,157		69,991		1.68
Project Ruby Ultimate Parent Corp. (10)	L +	3.25%	8.78%	3/10/2028	8,482		8,449		7,941		0.19
RPBLS Midco, LLC (4)(7)(10)	SOFR +	5.75%	7.93%	4/1/2028	9,447		9,291		9,352		0.22
							340,985		351,783		8.44
Insurance
Alera Group, Inc. (4)(7)(10)	L +	5.50%	8.31%	10/2/2028	3,686		3,654		3,611		0.09
Amerilife Holdings, LLC (4)(7)(10)	SOFR +	5.75%	8.65%	8/31/2029	1,801		1,756		1,755		0.04
Benefytt Technologies, Inc. (4)(7)(11)	SOFR +	8.75%	12.09%	8/12/2027	13,230		13,016		10,713		0.26
Foundation Risk Partners Corp. (4)(7)(10)	L +	5.50%	9.17%	10/29/2028	26,390		26,018		26,092		0.63
Galway Borrower, LLC (4)(5)(7)(10)	L +	5.25%	8.92%	9/30/2028	28,505		28,005		27,703		0.66
High Street Buyer, Inc. (4)(5)(7)(10)	L +	6.00%	8.81%	4/14/2028	57,286		56,168		56,593		1.36
Integrity Marketing Acquisition, LLC (4)(5)(10)	L +	5.50%	9.28%	8/27/2025	126,552		125,225		121,782		2.92
Integrity Marketing Acquisition, LLC (4)(5)(7)(11)	L +	5.75%	9.28%	8/27/2025	19,729		19,540		19,088		0.46
Jones Deslauriers Insurance Management, Inc. (4)(5)(6)(10)	C +	4.25%	7.75%	3/27/2028	C$	86,540	68,320		58,258		1.40
PGIS Intermediate Holdings, LLC (4)(5)(7)(10)	L +	5.50%	8.56%	10/16/2028	4,238		4,161		4,086		0.10
SG Acquisition, Inc. (4)(9)	L +	5.00%	9.17%	1/27/2027	104,974		103,820		104,974		2.52
Tennessee Bidco Limited (4)(5)(6)(8)	S +	7.00%	7.00%	8/3/2028	£	44,698	60,788		55,526		1.33
Tennessee Bidco Limited (4)(5)(6)(8)	L +	7.00%	10.38%	8/3/2028	70,032		68,471		69,681		1.67
Westland Insurance Group LTD (4)(5)(6)(7)(11)	C +	7.00%	10.48%	1/5/2027	C$	148,612	107,518		105,864		2.54
Westland Insurance Group LTD (4)(5)(6)(11)	L +	7.00%	10.64%	1/5/2027	42,483		39,739		41,209		0.99
							726,200		706,934		16.96

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited)


Investments (1)	Reference Rate and Spread		Interest Rate (2)(14)	Maturity Date	Par Amounts/Units (16)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Internet & Direct Marketing Retail
Donuts, Inc. (4)(11)	SOFR +	6.00%	8.91%	12/29/2026	$	323,292	$	318,718	$	320,059	7.68	%
IT Services
AI Altius Bidco, Inc. (4)(5)(7)(10)	L +	5.50%	8.28%	12/21/2028	5,423		5,315		5,300		0.13
AI Altius Bidco, Inc. (4)(5)(8)		9.75% PIK	9.75%	12/21/2028	835		814		810		0.02
Infostretch Corporation (4)(7)(10)	SOFR +	5.75%	7.98%	4/1/2028	4,988		4,896		4,821		0.12
Inovalon Holdings, Inc. (4)(7)(10)	L +	6.25%	9.23%	11/24/2028	105,501		103,106		104,772		2.51
Monterey Financing S.à.r.l (4)(6)(7)(8)	E +	6.00%	7.23%	9/19/2029	€	658	606		613		0.01
Monterey Financing S.à.r.l(4)(6)(8)	E +	6.00%	6.00%	9/19/2029	SEK	2,090	184		184		0.00
Monterey Financing S.à.r.l (4)(6)(8)	E +	6.00%	6.00%	9/18/2029	DKK	4,819	617		619		0.01
Monterey Financing S.à.r.l (4)(6)(9)	E +	6.00%	6.50%	9/19/2029	NOK	5,149	461		461		0.01
Razor Holdco, LLC (4)(10)	L +	5.75%	8.75%	10/25/2027	47,560		46,757		46,609		1.12
Red River Technology, LLC (4)(7)(11)	L +	6.00%	9.12%	5/26/2027	80,990		79,890		78,155		1.87
Turing Holdco, Inc. (4)(5)(6)(7)(8)	E +	6.00%	6.00%	8/3/2028	€	15,120	16,925		14,588		0.35
Turing Holdco, Inc. (4)(5)(6)(8)	L +	6.00%	8.46%	8/3/2028	8,437		8,220		8,310		0.20
							267,790		265,243		6.36
Machinery
MHE Intermediate Holdings, LLC (4)(5)(7)(11)	SOFR +	6.00%	9.50%	7/21/2027	4,465		4,388		4,287		0.10
Marine
Armada Parent, Inc. (4)(7)(10)	L +	5.75%	8.56%	10/29/2027	26,063		25,571		25,273		0.61
Oil, Gas & Consumable Fuels
Eagle Midstream Canada Finance, Inc. (4)(6)(10)	SOFR +	6.25%	8.96%	11/26/2024	150,862		149,851		148,599		3.56
Paper & Forest Products
Profile Products, LLC (4)(7)(10)	L +	5.50%	8.41%	11/12/2027	6,612		6,487		6,456		0.15
Professional Services
ALKU, LLC (4)(10)	SOFR +	5.25%	8.95%	3/1/2028	79,041		78,430		78,844		1.89
ALKU, LLC (4)(10)	SOFR +	5.00%	8.70%	3/1/2028	38,214		37,828		38,214		0.92
BPPH2 Limited (4)(5)(6)(8)	S +	6.87%	8.56%	3/2/2028	£	26,300	35,601		29,505		0.71
CFGI Holdings, LLC (4)(7)(10)	L +	5.00%	8.12%	11/1/2027	7,617		7,460		7,584		0.18
Clearview Buyer, Inc. (4)(5)(7)(10)	L +	5.25%	8.92%	8/26/2027	16,763		16,444		16,373		0.39
Guidehouse, Inc. (4)(5)(10)	L +	5.50%	8.62%	10/16/2028	327,320		324,466		320,774		7.70
HIG Orca Acquisition Holdings, Inc. (4)(5)(7)(11)	SOFR +	6.00%	9.78%	8/17/2027	20,629		20,209		20,344		0.49
IG Investments Holdings, LLC (4)(5)(7)(10)	L +	6.00%	9.12%	9/22/2028	46,852		46,003		46,600		1.12
Kaufman Hall & Associates, LLC (4)(7)(10)	L +	5.50%	8.62%	12/14/2028	19,450		19,061		19,109		0.46
Legacy Intermediate, LLC (4)(5)(7)(10)	SOFR +	5.75%	8.74%	2/25/2028	5,174		5,054		5,093		0.12
Material Holdings, LLC (4)(5)(7)(10)	L +	5.75%	9.42%	8/19/2027	29,508		29,041		28,899		0.69
Minotaur Acquisition, Inc. (8)	SOFR +	5.00%	8.13%	3/27/2026	1,990		1,933		1,895		0.05
Sherlock Buyer Corp. (4)(7)(10)	L +	5.75%	9.42%	12/8/2028	8,595		8,399		8,480		0.20

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited)


Investments (1)	Reference Rate and Spread		Interest Rate (2)(14)	Maturity Date	Par Amounts/Units (16)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Professional Services (continued)
Thevelia US, LLC (5)(6)(9)	SOFR +	4.00%	7.70%	6/18/2029	$	1,313	$	1,299	$	1,253	0.03	%
Titan Investment Company, Inc. (4)(5)(8)	L +	5.75%	5.88%	3/20/2027	42,136		40,667		40,240		0.97
Trinity Air Consultants Holdings Corp. (4)(7)(10)	L +	5.25%	7.08%	6/29/2027	69,054		67,819		68,176		1.64
Trinity Partners Holdings, LLC (4)(7)(10)	SOFR +	5.75%	8.21%	12/21/2028	4,645		4,550		4,538		0.11
West Monroe Partners, LLC (4)(7)(10)	L +	5.50%	8.32%	11/8/2028	14,934		14,648		14,560		0.35
							758,912		750,482		18.00
Real Estate Management & Development
Cumming Group, Inc. (4)(7)(11)	L +	5.25%	8.92%	5/26/2027	68,100		66,838		67,163		1.61
Progress Residential PM Holdings, LLC (4)(7)(10)	SOFR +	6.25%	9.38%	2/16/2028	71,157		69,761		71,157		1.71
							136,599		138,320		3.32
Road & Rail
Gruden Acquisition, Inc. (4)(5)(7)(11)	L +	5.50%	7.75%	7/1/2028	16,643		16,257		16,373		0.39
Software
Anaplan, Inc. (4)(6)(7)(10)	SOFR +	6.50%	9.53%	6/21/2029	2,000		1,958		1,956		0.05
AxiomSL Group, Inc. (4)(7)(11)	L +	6.00%	9.12%	12/3/2027	42,225		41,468		41,741		1.00
BlueCat Networks USA, Inc. (4)(6)(7)(10)	SOFR +	5.75%	8.77%	8/8/2028	1,932		1,886		1,886		0.05
Community Brands ParentCo, LLC (4)(5)(7)(10)	SOFR +	5.75%	8.88%	2/24/2028	4,975		4,874		4,863		0.12
Confine Visual Bidco (4)(6)(7)(10)	SOFR +	5.75%	8.74%	2/23/2029	15,550		15,120		15,032		0.36
Connatix Buyer, Inc. (4)(5)(7)(10)	L +	5.50%	8.42%	7/14/2027	22,173		21,602		21,926		0.53
Diligent Corporation (4)(11)	L +	5.75%	8.63%	8/4/2025	59,100		58,559		57,623		1.38
Discovery Education, Inc. (4)(7)(10)	SOFR +	5.75%	9.83%	4/9/2029	26,667		26,115		26,074		0.63
Episerver, Inc. (4)(5)(7)(11)	L +	5.75%	9.42%	4/9/2026	9,668		9,540		9,140		0.22
Experity, Inc. (4)(5)(7)(10)	L +	5.75%	9.42%	2/24/2028	15,017		14,740		14,686		0.35
Gigamon Inc. (4)(7)(8)	SOFR +	5.75%	8.77%	3/11/2029	7,490		7,348		7,153		0.17
GovernmentJobs.com, Inc. (4)(7)(10)	L +	5.50%	8.62%	12/1/2028	4,975		4,945		4,841		0.12
GraphPAD Software, LLC (4)(7)(11)	L +	5.50%	6.50%	4/27/2027	26,710		26,367		26,347		0.63
LD Lower Holdings, Inc. (4)(7)(11)	L +	6.50%	10.17%	2/8/2026	92,694		91,449		91,304		2.19
Lightbox Intermediate, LP (4)(8)	L +	5.00%	8.67%	5/9/2026	1,995		1,949		1,925		0.05
Magnesium BorrowerCo, Inc. (4)(6)(7)(10)	SOFR +	5.75%	8.88%	5/18/2029	5,281		5,144		5,190		0.12
Magnesium BorrowerCo, Inc. (4)(6)(10)	S +	2.19%	7.94%	5/18/2029	£	3,452	4,208		3,805		0.09
Mandolin Technology Intermediate Holdings, Inc. (4)(5)(7)(9)	L +	3.75%	6.56%	7/31/2028	8,984		8,867		8,787		0.21
Medallia, Inc. (4)(13)	L +	6.75% PIK	9.87%	10/29/2028	344,201		338,620		337,317		8.09
Medallia, Inc. (4)(10)	L +	6.75% PIK	9.87%	10/29/2028	2,021		1,982		1,981		0.05
Monk Holding Co. (4)(7)(10)	L +	5.75%	6.25%	12/1/2027	4,865		4,737		4,720		0.11
MRI Software, LLC (5)(7)(11)	L +	5.50%	6.29%	2/10/2026	27,887		27,699		26,635		0.64
Nintex Topco Limited (4)(6)(10)	L +	6.00%	9.67%	11/13/2028	34,382		33,781		33,350		0.80

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited)


Investments (1)	Reference Rate and Spread		Interest Rate (2)(14)	Maturity Date	Par Amounts/Units (16)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Software (continued)
Project Boost Purchaser, LLC (4)(7)(10)	SOFR +	5.50%	8.41%	5/2/2029	$	4,733	$	4,678	$	4,648	0.11	%
Rally Buyer, Inc. (4)(7)(10)	SOFR +	5.75%	6.50%	7/19/2028	718		699		699		0.02
Relativity ODA, LLC (4)(7)(11)	L +	9.59%	10.59%	5/12/2027	20,564		20,150		20,206		0.48
Spitfire Parent, Inc. (4)(11)	SOFR +	6.00%	9.78%	3/11/2027	9,561		9,400		9,370		0.22
Spitfire Parent, Inc. (4)(5)(11)	E +	6.00%	7.86%	3/11/2027	€	10,369	12,341		9,955		0.24
Spitfire Parent, Inc. (4)(7)(11)	SOFR +	6.00%	9.78%	3/11/2027	66,387		65,311		65,132		1.56
Stamps.com, Inc. (4)(10)	L +	5.75%	8.38%	10/5/2028	288,827		283,864		283,051		6.79
The NPD Group L.P. (4)(7)(10)	L +	5.75%	8.87%	12/1/2028	197,040		192,895		194,180		4.66
Triple Lift, Inc. (4)(7)(10)	SOFR +	5.50%	9.61%	5/5/2028	65,399		64,242		64,650		1.55
							1,406,538		1,400,172		33.59
Specialty Retail
CustomInk, LLC (4)(11)	L +	6.18%	7.18%	5/3/2026	163,594		162,015		163,594		3.92
Technology Hardware, Storage & Peripherals
Lytx, Inc. (4)(11)	SOFR +	6.75%	9.93%	2/28/2026	84,670		83,886		81,284		1.95
Trading Companies & Distributors
Porcelain Acquisition Corp. (4)(7)(11)	L +	5.75%	9.42%	4/30/2027	55,359		53,800		54,695		1.31
The Cook & Boardman Group, LLC (11)	SOFR +	5.75%	8.48%	10/17/2025	49,321		49,089		46,300		1.11
							102,889		100,995		2.42
Transportation Infrastructure
Capstone Logistics, LLC (4)(11)	L +	4.75%	7.87%	11/12/2027	5,572		5,540		5,461		0.13
Frontline Road Safety, LLC (4)(10)	L +	5.75%	6.68%	5/3/2027	90,315		88,971		86,025		2.06
Helix TS, LLC (4)(7)(10)	L +	5.75%	8.56%	8/4/2027	39,074		38,558		38,334		0.92
Italian Motorway Holdings S.à.r.l (4)(6)(8)	E +	5.25%	5.25%	4/28/2029	€	78,810	80,938		74,311		1.78
Roadsafe Holdings, Inc. (4)(7)(11)	L +	5.75%	7.76%	10/19/2027	51,433		50,603		50,877		1.22
Safety Borrower Holdings LP (4)(5)(7)(11)	L +	5.25%	8.32%	9/1/2027	5,189		5,148		5,134		0.12
Sam Holding Co, Inc. (4)(7)(11)	L +	5.00%	8.00%	9/24/2027	42,379		41,573		41,653		1.00
TRP Infrastructure Services, LLC (4)(7)(11)	L +	5.50%	8.62%	7/9/2027	39,385		38,702		36,360		0.87
							350,032		338,154		8.11
Total First Lien Debt							9,524,640		9,468,536		227.15
Second Lien Debt
Construction & Engineering
COP Home Services TopCo IV, Inc. (4)(5)(11)	L +	8.75%	11.87%	12/31/2028	7,517		7,385		7,329		0.18
Health Care Providers & Services
Canadian Hospital Specialties Ltd. (4)(5)(6)(8)		8.50%	8.50%	4/15/2029	C$	10,533	8,311		7,206		0.17
Jayhawk Buyer, LLC (4)(11)	L +	8.75%	11.56%	10/15/2027	5,183		5,101		5,144		0.12
							13,412		12,350		0.30

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited)


Investments (1)	Reference Rate and Spread		Interest Rate (2)(14)	Maturity Date	Par Amounts/Units (16)		Cost (3)		Fair Value		% of Net Assets
Second Lien Debt (continued)
Industrial Conglomerates
Victory Buyer, LLC (4)(9)	L +	7.00%	10.57%	11/1/2029	$	9,619	$	9,531	$	9,355	0.22	%
Insurance
Jones Deslauriers Insurance Management, Inc. (4)(5)(6)(9)	C +	7.50%	11.00%	3/26/2029	C$	28,470	22,260		18,959		0.45
IT Services
Inovalon Holdings, Inc. (4)(5)(10)	L +	10.50% PIK	13.50%	11/24/2033	10,013		9,757		10,013		0.24
Professional Services
Thevelia US, LLC (4)(6)(9)	SOFR +	6.75%	10.45%	6/17/2030	4,920		4,778		4,846		0.12
Software
Mandolin Technology Intermediate Holdings, Inc. (4)(5)(9)	L +	6.50%	9.31%	7/30/2029	3,550		3,508		3,461		0.08
Total Second Lien Debt							70,632		66,313		1.59
Equity
Aerospace & Defense
Micross Topco, Inc. (4)					2,137,866		4,767		4,767		0.11
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		10,096		0.24
							6,389		11,066		0.27
Distributors
Box Co-Invest Blocker, LLC (4)					702,305		702		737		0.02
EIS Acquisition Holdings, LP - Class A Common Units (4)					6,292		3,350		10,824		0.26
							4,052		11,562		0.28
Diversified Consumer Services
Cambium Holdings, LLC - Senior Preferred Interests (4)					12,511,857		12,315		15,036		0.36
Deneb Ultimate Topco, LLC - Class A Units (4)					213		213		191		0.00
							12,528		15,227		0.37
Diversified Telecommunication Services
Point Broadband Holdings, LLC - Class A Units (4)					8,419		7,140		6,793		0.16
Point Broadband Holdings, LLC - Class B Units (4)					448,614		1,279		1,196		0.03
							8,419		7,989		0.19
Health Care Equipment & Supplies
GCX Corporation Group Holdings, L.P. - Class A-2 Units (4)					500		500		280		0.01

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited)


Investments (1)	Reference Rate and Spread	Interest Rate (2)(14)	Maturity Date	Par Amounts/Units (16)	Cost (3)		Fair Value		% of Net Assets
Equity (continued)
Health Care Providers & Services
AVE Holdings I Corp. (4)				625,944	$	607	$	612	0.01	%
Jayhawk Holdings, LP - A-1 Common Units (4)				2,201	392		627		0.02
Jayhawk Holdings, LP - A-2 Common Units (4)				1,185	211		338		0.01
					1,210		1,576		0.04
Health Care Technology
Caerus Midco 2 S.À. R.L - Vehicle Units (4)(6)				58,458	58		58		0.00
IT Services
NC Ocala Co-Invest Beta, L.P. - LP Interest (4)				2,854,133	2,854		2,854		0.07
Professional Services
Guidehouse Holding Corp. - Preferred Equity (4)				15,440	15,133		16,637		0.40
OHCP V TC COI, LP. - LP Interest (4)				3,500,000	3,500		4,270		0.10
Tricor Horizon, LP (4)(6)				382,469	382		382		0.01
					19,016		21,290		0.51
Software
Connatix Parent, LLC - Class L Common Units (4)				42,045	462		435		0.01
Expedition Holdco, LLC - Class A Units (4)				90	57		51		0.00
Expedition Holdco, LLC - Class B Units (4)				90,000	33		23		0.00
Lobos Parent, Inc. - Series A Preferred Shares (4)				1,545	1,506		1,591		0.04
Mandolin Technology Holdings, Inc. - Series A Preferred Shares (4)				3,550,000	3,444		3,550		0.09
Mimecast Limited (4)				651,175	651		654		0.02
					6,153		6,304		0.15
Specialty Retail
CustomInk, LLC - Series A Preferred Units (4)				384,520	5,200		6,535		0.16
Transportation Infrastructure
Frontline Road Safety Investments, LLC - Class A Common Units (4)				27,536	2,909		2,202		0.05
Ncp Helix Holdings, LLC. - Preferred Shares (4)				369	372		372		0.01
					3,281		2,575		0.06
Total Equity Investments					74,427		92,084		2.18
Total Investment - non-controlled/non-affiliated					9,669,699		9,626,933		230.92

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited)


Investments (1)	Reference Rate and Spread	Interest Rate (2)(14)	Maturity Date	Par Amounts/Units (16)	Cost (3)		Fair Value		% of Net Assets
Investments - non-controlled/affiliated
Equity
Insurance
Blackstone Donegal Holdings LP - LP Interests (Westland Insurance Group LTD) (4)(5)(6)(15)					$	35,638	$	45,183	1.08	%
Total Equity					35,638		45,183		1.08
Total Investments - non-controlled/affiliated					35,638		45,183		1.08
Total Investment Portfolio					9,705,337		9,672,116		232.00
Cash and Cash Equivalents
State Street Institutional U.S. Government Money Market Fund					22,858		22,858		0.55
Other Cash and Cash Equivalents					108,327		108,327		2.60
Total Portfolio Investments, Cash and Cash Equivalents					$	9,836,522	$	9,803,301	235.15	%

(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 September 30, 2022. Variable rate loans typically include an interest reference rate floor feature. As of September 30, 2022, 94.3% of the portfolio at fair value had a base rate floor above zero. For each such loan, the Company has provided the interest rate in effect on the date presented.

(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 (the “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.

(6)The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, 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 September 30, 2022, non-qualifying assets represented 10.7% 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

123Dentist, Inc.

Delayed Draw Term Loan

8/10/2029

344

—

ACI Group Holdings, Inc.

Delayed Draw Term Loan

8/2/2023

30,697

—

ACI Group Holdings, Inc.

Revolver

8/2/2027

11,567

(116)

ADCS Clinics Intermediate Holdings, LLC

Revolver

5/7/2027

1,301

(26)

ADCS Clinics Intermediate Holdings, LLC

Delayed Draw Term Loan

5/7/2023

468

—

AI Altius Bidco, Inc.

Delayed Draw Term Loan

12/21/2023

1,446

(14)

Alera Group, Inc.

Delayed Draw Term Loan

9/30/2028

—

Amerilife Holdings, LLC

Revolver

8/31/2028

243

(5)

Amerilife Holdings, LLC

Delayed Draw Term Loan

8/31/2029

450

(5)

AmeriVet Partners Management, Inc.

Revolver

2/25/2028

531

—

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited)

Investments—non-controlled/non-affiliated

Commitment Type

Commitment
Expiration Date

Unfunded
Commitment

Fair
Value

AmeriVet Partners Management, Inc.

Delayed Draw Term Loan

2/25/2024

3,196

—

Anaplan, Inc.

Revolver

6/21/2028

179

(4)

Armada Parent, Inc.

Delayed Draw Term Loan

10/29/2023

1,250

—

Armada Parent, Inc.

Revolver

10/29/2027

3,000

(83)

Ascend Buyer, LLC

Revolver

9/30/2027

1,681

—

AxiomSL Group, Inc.

Delayed Draw Term Loan

12/3/2027

2,949

(29)

AxiomSL Group, Inc.

Revolver

12/3/2025

3,221

(32)

Bazaarvoice, Inc.

Delayed Draw Term Loan

11/7/2022

35,614

—

Bazaarvoice, Inc.

Revolver

5/7/2026

28,662

—

Benefytt Technologies, Inc.

Delayed Draw Term Loan

8/12/2023

448

—

BlueCat Networks USA, Inc.

Delayed Draw Term Loan

08/8/2028

682

(3)

Caerus US 1, Inc.

Delayed Draw Term Loan

5/25/2029

1,506

(15)

Caerus US 1, Inc.

Revolver

5/25/2029

1,054

(11)

Cambium Learning Group, Inc.

Revolver

7/20/2028

43,592

—

Canadian Hospital Specialties Ltd.

Delayed Draw Term Loan

4/14/2023

4,197

—

Canadian Hospital Specialties Ltd.

Revolver

4/14/2027

2,093

—

CCBlue Bidco, Inc.

Delayed Draw Term Loan

12/21/2023

1,408

—

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.

Revolver

2/26/2027

898

(18)

Clearview Buyer, Inc.

Delayed Draw Term Loan

8/26/2024

3,668

—

Community Brands ParentCo, LLC

Delayed Draw Term Loan

2/24/2024

588

(6)

Community Brands ParentCo, LLC

Revolver

2/24/2028

345

(7)

Confine Visual Bidco

Delayed Draw Term Loan

3/11/2024

3,418

(51)

Connatix Buyer, Inc.

Revolver

7/14/2027

5,431

(27)

Connatix Buyer, Inc.

Delayed Draw Term Loan

7/14/2023

10,900

(109)

COP Home Services TopCo IV, Inc.

Revolver

12/31/2025

1,941

(21)

CPI Buyer, LLC

Delayed Draw Term Loan

5/1/2023

7,788

—

CPI Buyer, LLC

Revolver

11/1/2026

3,214

(64)

Cumming Group, Inc.

Delayed Draw Term Loan

5/26/2027

13,664

(137)

Cumming Group, Inc.

Revolver

5/26/2027

11,923

—

DCA Investment Holdings, LLC

Delayed Draw Term Loan

3/12/2023

1,338

—

Discovery Education, Inc.

Delayed Draw Term Loan

4/9/2029

6,773

—

Discovery Education, Inc.

Revolver

4/9/2029

2,960

(59)

Emergency Power Holdings, LLC

Delayed Draw Term Loan

8/17/2023

18,700

(187)

ENV Bidco AB

Delayed Draw Term Loan

7/19/2029

260

(14)

Episerver, Inc.

Revolver

4/9/2026

2,064

(93)

Experity, Inc.

Revolver

2/24/2028

1,495

(30)

Foundation Risk Partners Corp.

Revolver

10/29/2027

2,256

—

Galway Borrower, LLC

Revolver

9/30/2027

2,113

(53)

Galway Borrower, LLC

Delayed Draw Term Loan

9/30/2023

1,488

(37)

GCX Corporation Buyer, LLC

Delayed Draw Term Loan

9/13/2023

7,500

(75)

The GI Alliance Management, LLC

Delayed Draw Term Loan

9/15/2028

883

(26)

GI Ranger Intermediate, LLC

Revolver

10/29/2027

1,080

—

GI Ranger Intermediate, LLC

Delayed Draw Term Loan

10/30/2028

4,000

(40)

Gigamon Inc.

Revolver

3/11/2028

437

(19)

Go Car Wash Management Corp.

Delayed Draw Term Loan

8/31/2023

1,057

—

GovernmentJobs.com, Inc.

Revolver

11/30/2027

677

(14)

GovernmentJobs.com, Inc.

Delayed Draw Term Loan

11/30/2023

2,144

(21)

GraphPAD Software, LLC

Revolver

4/27/2027

2,124

(32)

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited)

Investments—non-controlled/non-affiliated

Commitment Type

Commitment
Expiration Date

Unfunded
Commitment

Fair
Value

GraphPAD Software, LLC

Delayed Draw Term Loan

4/27/2027

6,429

(64)

Gruden Acquisition, Inc.

Delayed Draw Term Loan

7/1/2023

2,310

(29)

Gruden Acquisition, Inc.

Revolver

7/1/2026

2,625

—

HealthComp Holding Company, LLC

Delayed Draw Term Loan

12/29/2023

28,515

—

Helix TS, LLC

Delayed Draw Term Loan

8/3/2023

3,240

—

HIG Orca Acquisition Holdings, Inc.

Revolver

8/17/2027

1,666

—

HIG Orca Acquisition Holdings, Inc.

Delayed Draw Term Loan

8/17/2023

6,210

(62)

High Street Buyer, Inc.

Revolver

4/16/2027

2,254

(45)

High Street Buyer, Inc.

Delayed Draw Term Loan

4/16/2028

16,598

—

IG Investments Holdings, LLC

Revolver

9/22/2027

3,583

(18)

Infostretch Corporation

Revolver

4/1/2028

550

—

Inovalon Holdings, Inc.

Delayed Draw Term Loan

6/24/2024

11,060

(69)

Integrity Marketing Acquisition, LLC

Delayed Draw Term Loan

8/27/2025

915

—

ISQ Hawkey Holdco, Inc.

Revolver

8/17/2028

(2)

ISQ Hawkey Holdco, Inc.

Delayed Draw Term Loan

8/17/2029

269

(3)

Java Buyer, Inc.

Delayed Draw Term Loan

12/15/2023

1,897

—

Jayhawk Buyer, LLC

Delayed Draw Term Loan

10/15/2026

130

—

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

702

—

Knowledge Pro Buyer, Inc.

Revolver

12/10/2027

2,121

(21)

KPSKY Acquisition, Inc.

Delayed Draw Term Loan

10/19/2023

143

—

LD Lower Holdings, Inc.

Delayed Draw Term Loan

2/8/2023

15,684

—

Legacy Intermediate, LLC

Revolver

2/25/2028

958

(10)

Legacy Intermediate, LLC

Delayed Draw Term Loan

2/25/2023

2,000

(20)

LinQuest Corp.

Delayed Draw Term Loan

1/27/2023

4,975

(50)

Magnesium BorrowerCo, Inc.

Delayed Draw Term Loan

5/18/2029

485

(12)

Mandolin Technology Intermediate Holdings, Inc.

Revolver

7/23/2026

851

—

Marcone Yellowstone Buyer, Inc.

Delayed Draw Term Loan

12/23/2028

912

—

Material Holdings, LLC

Revolver

8/17/2027

918

—

Material Holdings, LLC

Delayed Draw Term Loan

8/19/2023

1,802

—

Maverick Acquisition, Inc.

Delayed Draw Term Loan

6/1/2023

2,279

—

Maverick Acquisition, Inc.

Delayed Draw Term Loan

6/1/2027

3,964

(40)

MHE Intermediate Holdings, LLC

Revolver

7/21/2027

268

(11)

Monk Holding Co.

Delayed Draw Term Loan

8/12/2023

2,230

(30)

Monterey Financing S.à.r.l

Delayed Draw Term Loan

9/19/2029

462

(15)

MRI Software, LLC

Revolver

2/10/2026

1,516

(43)

Skopima Merger Sub, Inc.

Revolver

2/10/2026

4,200

(425)

Navigator Acquiror, Inc.

Delayed Draw Term Loan

7/16/2023

49,408

—

NDC Acquisition Corp.

Revolver

3/9/2027

3,425

—

NMC Crimson Holdings, Inc.

Delayed Draw Term Loan

3/1/2023

31,400

(471)

Onex Baltimore Buyer, Inc.

Delayed Draw Term Loan

12/1/2023

3,295

—

PGIS Intermediate Holdings, LLC

Revolver

10/16/2028

330

(7)

PGIS Intermediate Holdings, LLC

Delayed Draw Term Loan

10/16/2028

401

—

Point Broadband Acquisition, LLC

Delayed Draw Term Loan

10/1/2023

30,511

—

Porcelain Acquisition Corp.

Delayed Draw Term Loan

4/1/2027

14,481

—

PPV Intermediate Holdings, LLC

Revolver

8/31/2029

159

(3)

PPV Intermediate Holdings, LLC

Delayed Draw Term Loan

8/31/2029

320

—

Profile Products, LLC

Revolver

11/12/2027

783

—

Profile Products, LLC

Delayed Draw Term Loan

11/12/2027

859

—

Progress Residential PM Holdings, LLC

Delayed Draw Term Loan

3/17/2023

16,623

—

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited)


Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Progress Residential PM Holdings, LLC	Delayed Draw Term Loan	7/25/2029	333		—
Project Boost Purchaser, LLC	Revolver	5/2/2028	591		(9)
Project Boost Purchaser, LLC	Delayed Draw Term Loan	5/2/2029	979		(5)
Qualus Power Services Corp.	Delayed Draw Term Loan	3/26/2023	5,917		—

Rally Buyer, Inc.	Revolver	7/19/2028	110		—
Rally Buyer, Inc.	Delayed Draw Term Loan	7/19/2028	205		(2)
Red River Technology, LLC	Delayed Draw Term Loan	5/26/2023	25,880		—
Redwood Services Group, LLC	Delayed Draw Term Loan	6/15/2029	476		(5)
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	7/31/2023	4,240		—
RPBLS Midco, LLC	Delayed Draw Term Loan	4/1/2028	20		—
RWL Holdings, LLC	Delayed Draw Term Loan	12/1/2027	6,452		(65)
Safety Borrower Holdings LP	Revolver	9/1/2027	280		—

Sam Holding Co, Inc.	Delayed Draw Term Loan	9/24/2023	30,431		—
Sam Holding Co, Inc.	Revolver	3/24/2027	4,800		—
SEKO Global Logistics Network, LLC	Revolver	12/30/2026	294		—
SEKO Global Logistics Network, LLC	Delayed Draw Term Loan	12/30/2022	511		—

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	Revolver	12/23/2027	1,026		—
Snoopy Bidco, Inc.	Delayed Draw Term Loan	6/1/2023	15,786		(237)
SpecialtyCare, Inc.	Revolver	6/18/2026	1,012		—
SpecialtyCare, Inc.	Delayed Draw Term Loan	6/18/2023	1,155		—
Spitfire Parent, Inc.	Delayed Draw Term Loan	9/4/2022	3,689		—
Stepping Stones Healthcare Services, LLC	Delayed Draw Term Loan	12/30/2023	673		—
Stepping Stones Healthcare Services, LLC	Revolver	12/30/2026	327		—
Tailwind Colony Holding Corporation	Delayed Draw Term Loan	12/10/2022	2,342		—
TCFI AEVEX, LLC	Delayed Draw Term Loan	11/7/2022	30,445		(304)

The Fertility Partners, Inc.	Revolver	9/16/2027	278		(33)
The Fertility Partners, Inc.	Delayed Draw Term Loan	3/16/2024	315		—
The NPD Group L.P.	Revolver	12/1/2027	13,800		(138)
Trinity Air Consultants Holdings Corp.	Revolver	6/29/2027	6,881		(69)
Trinity Air Consultants Holdings Corp.	Delayed Draw Term Loan	6/29/2023	10,916		—
Trinity Partners Holdings, LLC	Delayed Draw Term Loan	12/21/2023	1,380		(14)
Triple Lift, Inc.	Revolver	5/6/2028	4,747		—
TRP Infrastructure Services, LLC	Delayed Draw Term Loan	1/9/2023	7,101		(71)
Turing Holdco, Inc.	Delayed Draw Term Loan	8/3/2028	4,440		—
United Mutual Acquisition Holdings, LLC	Delayed Draw Term Loan	7/15/2028	1,275		—
Unified Physician Management, LLC	Revolver	6/18/2029	241		—
US Oral Surgery Management Holdco, LLC	Delayed Draw Term Loan	11/18/2023	7,837		—
US Oral Surgery Management Holdco, LLC	Revolver	11/18/2027	3,233		(48)
West Monroe Partners, LLC	Delayed Draw Term Loan	11/9/2023	3,848		—
West Monroe Partners, LLC	Revolver	11/9/2027	1,443		—
Westland Insurance Group LTD	Delayed Draw Term Loan	1/5/2027	12,786		—
WHCG Purchaser III, Inc.	Revolver	6/22/2026	6,723		—
WHCG Purchaser III, Inc.	Delayed Draw Term Loan	6/22/2023	10,490		—
Total Unfunded Commitments			$	848,998	$	(4,186)

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited)

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

(9)The interest rate floor on these investments as of September 30, 2022 was 0.50%.

(10)The interest rate floor on these investments as of September 30, 2022 was 0.75%.

(11)The interest rate floor on these investments as of September 30, 2022 was 1.00%.

(12)The interest rate floor on these investments as of September 30, 2022 was 1.25%.

(13)The interest rate floor on these investments as of September 30, 2022 was 1.50%.

(14)For unsettled positions the interest rate does not include the base rate.

(15)Under the 1940 Act, the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of September 30, 2022, 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 September 30, 2022, the Company’s non-controlled/affiliated investments were as follows:


	Fair value as of December 31, 2021		Gross Additions		Gross Reductions		Change in Unrealized Gains (Losses)		Fair value as of September 30, 2022		Dividend and Interest Income
Non-controlled/Affiliated Investments
Blackstone Donegal Holdings LP	$	35,683	$	2,878	$	—	$	6,622	$	45,183	$	—
Total	$	35,683	$	2,878	$	—	$	6,622	$	45,183	$	—

(16)As of September 30, 2022, the Company had investments denominated in Canadian Dollars (C$), Euros (€), British Pounds (£), Danish Krone (DKK), Swedish Krona (SEK) and Norwegian Krone (NOK).

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

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)


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

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)


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

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)


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

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)


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

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)


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

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)


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

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)


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	%

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)


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

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)


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 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 L, CDOR or C, SONIA or S, Euribor or E, SOFR, or an alternate base rate (commonly based on the F or the 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 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.

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

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

—

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

—

Table of Contents


Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments—non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

First and Second Lien Debt (continued)

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

—

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

—

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Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments—non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

First and Second Lien Debt (continued)

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

—

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

—

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Blackstone Secured Lending Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited)

Investments—non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

First and Second Lien Debt (continued)

TCFI AEVEX, LLC

Delayed Draw Term Loan

3/18/2022

1,579

—

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)

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

1,407,310

(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 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.

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Blackstone Secured Lending Fund

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, unless otherwise indicated, 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 on 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”). See "Note 8. Net Assets" for further details.

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.

The interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 6 and Article 10 of Regulation S-X.

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Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of the consolidated financial statements for the interim period presented, have been included. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, 2022.

All intercompany balances and transactions have been eliminated.

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. Actual results may ultimately differ from those estimates.

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. The Company consolidated the results of the Company’s wholly-owned subsidiaries.

As of September 30, 2022, 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 a trade date basis. 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 ASC 820, Fair Value Measurements (“ASC 820”) and Rule 2a-5 under the 1940 Act, which defines fair value as the value of a portfolio investment for which market quotations are not readily available. A market quotation is “readily available” only when it is a quoted price (unadjusted) in active markets for identical instruments that a fund can access at the measurement date, provided that such a quotation is not considered to be readily available if it is not reliable. 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 readily available market quotation 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, and 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

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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.

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, with the assistance of the Adviser, the Audit Committee and independent valuation firms, considers whether the pricing indicated by the external event corroborates its valuation. See Note 5. Fair Value Measurements.

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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.

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 September 30, 2022 and December 31, 2021, the Company had $40.0 million and $142.9 million, respectively, of receivables for investments sold. As of September 30, 2022 and December 31, 2021, the Company had $18.8 million and $36.2 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. 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 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 three and nine months ended September 30, 2022, the Company recorded $1.7 million and

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$2.0 million, respectively, in non-recurring interest income (e.g., prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts). For the three and nine months ended September 30, 2021, the Company recorded $16.4 million and $41.0 million, respectively, in non-recurring interest income.

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 three and nine months ended September 30, 2022, the Company recorded PIK income of $10.9 million and $30.4 million, respectively. For the three and nine months ended September 30, 2021, the Company recorded PIK income of $1.0 million and $3.3 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. For the three and nine months ended September 30, 2022, the Company recorded dividend income of $0.0 million and $5.9 million, respectively. For the three and nine months ended September 30, 2021, the Company recorded dividend income of $0.0 million and $0.0 million, respectively.

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 three and nine months ended September 30, 2022, the Company recorded fee income of $2.6 million and $4.0 million, respectively. For the three and nine months ended September 30, 2021 the Company recorded fee income of $0.5 million and $5.3 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

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. During 2021, 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. Deferred financing costs related to revolving credit facilities are presented separately as an asset on the

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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 three and nine months ended September 30, 2022, the Company incurred $0.0 million and $1.4 million, respectively, of U.S. federal excise tax. For the three and nine months ended September 30, 2021, the Company incurred $2.2 million and $1.9 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 U.S. 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.

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Note 3. Agreements and Related Party Transactions

Investment Advisory Agreement

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 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 Investment Advisory Agreement renewed on May 31, 2022, for a one-year period.

The Adviser has implemented a voluntary 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

Since the completion of the IPO, the management fee pursuant to the Investment Advisory Agreement has been 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.

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 three most recently completed calendar quarters during the Waiver Period. Amounts waived by the Adviser are not subject to recoupment by the Adviser.

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.

For the three and nine months ended September 30, 2022, base management fees were $25.4 million and $76.9 million, respectively, of which $6.3 million and $19.2 million, respectively, were waived. For the three and nine months ended

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September 30, 2021, base management fees were $15.4 million and $40.4 million, respectively, of which $0.0 million and $0.0 million, respectively, were waived. As of September 30, 2022 and December 31, 2021, $19.0 million and $17.8 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:

(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.

Since the IPO, the Company has paid 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.

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•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.

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. As the consummation of the IPO occurred 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 was 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:

Since the completion of the IPO, the second part of the incentive fee, a capital gains incentive fee, has been 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 three and nine months ended September 30, 2022 the Company accrued income based incentive fees of $26.1 million and $68.3 million, respectively, of which $3.7 million and $9.8 million, respectively, were waived. For the three and

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nine months ended September 30, 2021 the Company accrued income based incentive fees of $17.0 million and $45.1 million, respectively, of which $0.0 million and $0.0 million, respectively, were waived. As of September 30, 2022 and December 31, 2021, $22.4 million and $19.8 million, respectively, was payable to the Adviser for income based incentive fees.

For the three and nine months ended September 30, 2022, the Company accrued capital gains incentive fees of $(5.4) million and $(8.6) million, respectively. For the three and nine months ended September 30, 2021, the Company accrued capital gains incentive fees of $2.4 million and $14.6 million, respectively. As of September 30, 2022 and December 31, 2021, the Company had accrued capital gains incentive fees of $8.8 million and $17.4 million, respectively, none of which was payable on such date under the Investment Advisory Agreement.

Administration Agreement

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, May 6, 2021 and May 6, 2022 it was renewed and approved by the Board and a majority of the Independent Trustees for one-year periods. Unless 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 three and nine months ended September 30, 2022 and 2021.

For the three and nine months ended September 30, 2022, the Company incurred $0.7 million and $1.9 million, respectively, in fees under the Administration Agreement, which were recorded in administrative service expenses in the Company’s Consolidated Statements of Operations. For the three and nine months ended September 30, 2021, the Company incurred $0.5 million and $1.6 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 September 30, 2022 and December 31, 2021, $0.7 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 was 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

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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).

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.

As of September 30, 2022 and 2021, there were no unreimbursed Expense Payments remaining.

Note 4. Investments

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


	September 30, 2022						December 31, 2021
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
First lien debt	$	9,524,640	$	9,468,536	97.90	%	$	9,563,051	$	9,621,939	97.63	%
Second lien debt	70,632		66,313		0.69		62,445		63,175		0.64
Equity investments	110,065		137,267		1.41		119,630		170,265		1.73
Total	$	9,705,337	$	9,672,116	100.00	%	$	9,745,126	$	9,855,379	100.00	%

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The industry composition of investments at fair value was as follows:


	September 30, 2022		December 31, 2021
Aerospace & Defense	4.83	%	5.02	%
Air Freight & Logistics	5.36		5.30
Building Products	3.45		4.06
Chemicals	—		1.12
Commercial Services & Supplies	7.67		6.75
Construction & Engineering	0.43		0.30
Containers & Packaging	0.20		0.19
Distributors	5.03		4.52
Diversified Consumer Services	3.48		3.53
Diversified Financial Services	1.36		1.37
Diversified Telecommunication Services	1.04		0.93
Electrical Equipment	1.83		2.68
Electronic Equipment, Instruments & Components	1.07		1.10
Electric Utilities	0.33		0.32
Energy Equipment & Services	0.67		0.66
Health Care Equipment & Supplies	0.52		0.51
Health Care Providers & Services	11.56		13.97
Health Care Technology	3.64		3.37
Industrial Conglomerates	0.10		0.10
Insurance	7.97		6.87
Interactive Media & Services	—		0.48
Internet & Direct Marketing Retail	3.31		3.29
IT Services	2.88		2.68
Machinery	0.04		0.03
Marine	0.26		0.25
Oil, Gas & Consumable Fuels	1.54		1.53
Paper & Forest Products	0.07		0.06
Professional Services	8.03		7.91
Real Estate Management & Development	1.43		1.28
Road & Rail	0.17		0.26
Software	14.58		13.22
Specialty Retail	1.76		1.70
Technology Hardware, Storage & Peripherals	0.84		0.86
Trading Companies & Distributors	1.04		0.96
Transportation Infrastructure	3.51		2.82
Total	100.00	%	100.00	%

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The geographic composition of investments at cost and fair value was as follows:


	September 30, 2022
	Cost		Fair Value		% of Total Investments at Fair Value		Fair Value as % of Net Assets
United States	$	8,946,267	$	8,939,765	92.43	%	214.45	%
Canada	549,455		542,464		5.61		13.00
Europe	209,615		189,887		1.96		4.55
Total	$	9,705,337	$	9,672,116	100.00	%	232.00	%


	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	%

As of September 30, 2022 and December 31, 2021, no loans in the portfolio were on non-accrual status.

As of September 30, 2022 and December 31, 2021, on a fair value basis, approximately 99.9% and 99.9%, respectively, of our performing debt investments bore interest at a floating rate and approximately 0.1% and 0.1%, 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.

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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:


	September 30, 2022
	Level 1		Level 2		Level 3		Total
First lien debt	$	—	$	84,024	$	9,384,512	$	9,468,536
Second lien debt	—		—		66,313		66,313
Equity investments	—		—		137,267		137,267
Total	$	—	$	84,024	$	9,588,092	$	9,672,116

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	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 investments	—		—		170,265		170,265
Total	$	—	$	354,050	$	9,501,329	$	9,855,379

The following table presents changes in the fair value of financial instruments for which Level 3 inputs were used to determine the fair value:


	Three Months Ended September 30, 2022
	First Lien Debt		Second Lien Debt		Equity Investments		Total Investments
Fair value, beginning of period	$	9,602,373	$	48,008	$	173,940	$	9,824,321
Purchases of investments	244,158		212		1,633		246,003
Proceeds from principal repayments and sales of investments	(532,828)		—		(51,280)		(584,108)
Accretion of discount/amortization of premium	14,624		51		—		14,675
Net realized gain (loss)	(4,317)		—		35,566		31,249
Net change in unrealized appreciation (depreciation)	(70,303)		(2,649)		(22,592)		(95,544)
Transfers into Level 3 (1)	158,116		20,691		—		178,807
Transfers out of Level 3 (1)	(27,311)		—		—		(27,311)
Fair value, end of period	$	9,384,512	$	66,313	$	137,267	$	9,588,092
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2022 included in net unrealized appreciation (depreciation) on the Consolidated Statements of Operations	$	(71,714)	$	(2,649)	$	11,703	$	(62,659)


	Nine Months Ended September 30, 2022
	First Lien Debt		Second Lien Debt		Equity Investments		Total Investments
Fair value, beginning of period	$	9,288,184	$	42,880	$	170,265	$	9,501,329
Purchases of investments	780,709		5,603		10,916		797,228
Proceeds from principal repayments and sales of investments	(781,404)		—		(61,967)		(843,371)
Accretion of discount/amortization of premium	33,425		115		—		33,540
Net realized gain (loss)	(2,120)		—		41,486		39,366
Net change in unrealized appreciation (depreciation)	(102,864)		(2,976)		(23,433)		(129,273)
Transfers into Level 3 (1)	195,893		20,691		—		216,584
Transfers out of Level 3 (1)	(27,311)		—		—		(27,311)
Fair value, end of period	$	9,384,512	$	66,313	$	137,267	$	9,588,092
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2022 included in net unrealized appreciation (depreciation) on the Consolidated Statements of Operations	$	(110,737)	$	(5,049)	$	12,320	$	(103,466)

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	Three Months Ended September 30, 2021
	First Lien Debt		Second Lien Debt		Equity Investments		Total Investments
Fair value, beginning of period	$	6,606,052	$	40,199	$	77,212	$	6,723,463
Purchases of investments	1,727,691		4,550		17,266		1,749,507
Proceeds from principal repayments and sales of investments	(542,193)		—		—		(542,193)
Accretion of discount/amortization of premium	17,546		22		—		17,569
Net realized gain (loss)	899		—		—		899
Net change in unrealized appreciation (depreciation)	3,123		(59)		12,570		15,634
Transfers into Level 3 (1)	85,533		—		—		85,533
Transfers out of Level 3 (1)	(130,983)		(20,743)		—		(151,726)
Fair value, end of period	$	7,767,668	$	23,969	$	107,048	$	7,898,685
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2021	$	16,862	$	(59)	$	12,570	$	29,373


	Nine Months Ended September 30, 2021
	First Lien Debt		Second Lien Debt		Equity Investments		Total Investments
Fair value, beginning of period	$	4,728,478	$	24,003	$	32,844	$	4,785,325
Purchases of investments	3,988,596		17,847		51,232		4,057,675
Proceeds from principal repayments and sales of investments	(1,052,778)		(17,900)		—		(1,070,678)
Accretion of discount/amortization of premium	35,285		401		—		35,686
Net realized gain (loss)	3,003		—		—		3,003
Net change in unrealized appreciation (depreciation)	53,644		(382)		22,972		76,234
Transfers into Level 3 (1)	83,884		—		—		83,884
Transfers out of Level 3 (1)	(72,444)		—		—		(72,444)
Fair value, end of period	$	7,767,668	$	23,969	$	107,048	$	7,898,685
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2021	$	64,060	$	155	$	22,972	$	87,187

(1)For the three and nine months ended September 30, 2022 and 2021, transfers into or out of Level 3 were primarily due to decreased or increased price transparency, respectively.

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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.


	September 30, 2022
					Range
	Fair Value		Valuation Technique	Unobservable Input	Low		High		Weighted Average (1)
Investments in first lien debt	$	9,021,984	Yield analysis	Discount rate	6.64	%	18.45	%	10.00	%
	362,528		Market quotations	Quoted price	67.32	%	98.00	%	90.73	%
	9,384,512
Investments in second lien debt	47,354		Yield analysis	Discount Rate	9.96	%	14.10	%	11.99	%
	18,959		Market quotations	Quoted price	66.59	%	66.59	%	66.59	%
	66,313
Investments in equity	91,852		Performance Multiple	Market Multiple	6.00x		29.61x		12.70x
	12,399		Option Pricing Model	Volatility	30.00	%	48.00	%	36.40	%
	33,016		Yield analysis	Discount Rate	11.67	%	13.88	%	12.92	%
	137,267
Total	$	9,588,092


	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

(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.

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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 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 September 30, 2022 and December 31, 2021, 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 September 30, 2022 was $398.3 million, $789.7 million, $669.2 million, $603.4 million and $617.4 million, respectively, based on vendor pricing received by the Company. As of December 31, 2021, the fair value of the Company’s 2023 Notes, 2026 Notes, New 2026 Notes, 2027 Notes and 2028 Notes was $412.5 million, $835.4 million, $700.6 million, $633.1 million and $634.2 million, respectively.

Other

The carrying amounts of the Company’s other assets and liabilities approximate fair value. These financial instruments would be categorized as Level 3 within the hierarchy as of September 30, 2022 and December 31, 2021.

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 September 30, 2022 and December 31, 2021, the Company’s asset coverage was 175.1% and 180.2%, respectively.

SPV Financing Facilities

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 September 30, 2022 and December 31, 2021, the Company was in compliance with all covenants and other requirements of the SPV Financing Facilities.

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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 amended effective as of September 16, 2022, 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.

Prior to September 16, 2022, advances under the Jackson Hole Funding Facility bore interest at a per annum rate equal to the benchmark in effect for the currency of the applicable advances (which is the three-month term SOFR for dollar advances), plus the applicable margin of 2.375% per annum for certain foreign currency advances to 2.525% per annum for dollar advances. 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 November 16, 2023.

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, October 5, 2021, February 28, 2022 and May 19, 2022, 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 Term SOFR (or other Base Rate) in effect, plus an applicable margin of 1.70%, 2.05% or 2.30% 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 million through April 13, 2021 and decreased to $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 amended and restated on June 29, 2022, 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.

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Advances under the Big Sky Funding Facility bear interest at a per annum rate equal to the one-month Term SOFR in effect, plus the applicable margin of 1.80% 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.

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 28, 2022 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. Effective June 28, 2022, the maximum commitment amount of the Revolving Credit Facility increased to $1,625 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 $175 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 28, 2026 and all amounts outstanding under the Revolving Credit Facility must be repaid by June 28, 2027 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 adjusted term SOFR 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 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 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.

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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 September 30, 2022, the Company was in compliance with all covenants and other requirements of the Revolving Credit Facility.

Unsecured Notes

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.”

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 September 30, 2022, 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.

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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 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.

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The Company’s outstanding debt obligations were as follows:


	September 30, 2022
	Aggregate Principal Committed		Outstanding Principal		Carrying Value		Unused Portion (1)		Amount Available (2)
Jackson Hole Funding Facility(3)	$	400,000	$	360,019	$	360,019	$	39,981	$	39,981
Breckenridge Funding Facility	825,000		708,300		708,300		116,700		116,700
Big Sky Funding Facility	500,000		499,606		499,606		394		394
Revolving Credit Facility(4)	1,625,000		782,691		782,691		842,309		842,309
2023 Notes(5)	400,000		400,000		398,306		—		—
2026 Notes(5)	800,000		800,000		794,094		—		—
New 2026 Notes(5)	700,000		700,000		693,007		—		—
2027 Notes(5)	650,000		650,000		637,973		—		—
2028 Notes(5)	650,000		650,000		638,725		—		—
Total	$	6,550,000	$	5,550,616	$	5,512,721	$	999,384	$	999,384


	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

(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 September 30, 2022, the Company had borrowings denominated in Euros (EUR) of 0.0 million. As of December 31, 2021, the Company had borrowings denominated in Euros (EUR) of 23.3 million.

(4)Under the Revolving Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2022, the Company had borrowings denominated in Canadian Dollars (CAD or C$), Euros (EUR or €) and British Pounds (GBP or £) of 328.9 million, 99.9 million and 66.6 million, respectively. 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.

(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 $1.7 million, $5.9 million, $7.0 million, $12.0 million and $11.3 million, respectively, as of September 30, 2022. 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.

As of September 30, 2022 and December 31, 2021, $19.2 million and $38.6 million, respectively, of interest expense and $0.6 million and $0.5 million, respectively, of unused commitment fees were included in interest payable. For the three and nine months ended September 30, 2022, the weighted average interest rate on all borrowings outstanding was 3.67% and 3.18% (including unused fees and accretion of net discounts on unsecured debt), respectively, and the average principal debt outstanding was $5,867.3 million and $5,750.0 million, respectively. For the three and nine months ended September 30, 2021, the weighted average interest rate on all borrowings outstanding was 2.83% and 2.92% (including unused fees and accretion of net discounts on unsecured debt), respectively, and the average principal debt outstanding was $4,487.3 million and $3,546.3 million, respectively.

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The components of interest expense were as follows:


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Borrowing interest expense	$	50,992	$	29,363	$	128,789	$	72,752
Facility unused fees	602		611		1,292		2,005
Amortization of financing costs and debt issuance costs	1,420		1,020		3,729		2,420
Accretion of original issue discount	2,333		1,746		6,922		3,876
Total Interest Expense	$	55,347	$	32,740	$	140,732	$	81,053
Cash paid for interest expense	$	69,904	$	50,386	$	146,210	$	83,097

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 September 30, 2022 and December 31, 2021, the Company had unfunded delayed draw term loans and revolvers in the aggregate principal amount of $849.0 million and $1,407.3 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 September 30, 2022 and December 31, 2021, the Company estimates that $46.5 million and $290.5 million, respectively, of investments that were committed but not yet funded.

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 September 30, 2022 and December 31, 2021, management is not aware of any pending or threatened material litigation.

Note 8. Net Assets

Subscriptions and Drawdowns

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.

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Distributions

The following table summarizes the Company’s distributions declared and payable for the nine months ended September 30, 2022 (dollars in thousands except per share amounts):


Date Declared	Record Date	Payment Date	Per Share Amount		Total Amount
October 18, 2021	January 18, 2022	May 13, 2022	$	0.1000	$	16,927	(1)
October 18, 2021	March 16, 2022	May 13, 2022	0.1500		25,454		(1)
February 23, 2022	March 31, 2022	May 13, 2022	0.5300		89,937
October 18, 2021	May 16, 2022	August 12, 2022	0.2000		33,995		(1)
May 2, 2022	June 30, 2022	August 12, 2022	0.5300		89,169
October 18, 2021	July 18, 2022	November 14, 2022	0.2000		32,976		(1)
August 30, 2022	September 30, 2022	November 14, 2022	0.6000		97,094		(2)
Total distributions			$	2.3100	$	385,552

(1)Represents a special distribution.

(2)On September 7, 2022, the Company announced the increase of its regular quarterly distribution from $0.53 per share to $0.60 per share.

The following table summarizes the Company’s distributions declared and payable for the nine months ended September 30, 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
Total distributions			$	1.5000	$	206,077

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 $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.

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The following table summarizes the amounts received and shares issued to shareholders who have not opted out of the Company's DRIP during the nine months ended September 30, 2022 (dollars in thousands except share amounts):


Payment Date	DRIP Shares Value		DRIP Shares Issued
January 31, 2022	$	11,469	417,379
May 13, 2022	16,501		640,829
August 12, 2022	8,203		325,508
August 12, 2022	3,267		129,640
Total distributions	$	39,440	1,513,356

The following table summarizes the amounts received and shares issued to shareholders who have not opted out of the Company's DRIP during the nine months ended September 30, 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
Total distributions	$	28,995	1,135,693

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 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.

The following table summarizes the shares repurchased under the Company 10b5-1 Plan during the nine months ended September 30, 2022 (dollars in thousands except share amounts):

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Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
April 1 - April 30, 2022	—	$	—	—	$	262,000
May 1 - May 31, 2022	774,558	$	25.24	774,558	$	242,447
June 1 - June 30, 2022	1,313,782	$	24.49	1,313,782	$	210,275
July 1 - July 31, 2022	2,394,113	$	23.20	2,394,113	$	154,736
August 1 - August 31, 2022	2,223,389	$	24.22	2,223,389	$	100,886
September 1 - September 30, 2022	2,251,657	$	24.14	2,251,657	$	46,527
Total Repurchases	8,957,499			8,957,499

Shareholder Transfer Restrictions

For shareholders who held common shares prior to the IPO 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 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 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 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 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 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 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.

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Note 9. Earnings Per Share

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net increase (decrease) in net assets resulting from operations	$	95,946	$	110,007	$	282,777	$	338,470
Weighted average shares outstanding (basic and diluted)	165,031,737		147,932,846		167,986,923		137,294,502
Earnings (loss) per common share (basic and diluted)	$	0.58	$	0.74	$	1.68	$	2.47

Note 10. Financial Highlights

The following are the financial highlights for the nine months ended September 30, 2022 and 2021:


	Nine Months Ended September 30,
	2022			2021
Per Share Data:
Net asset value, beginning of period	$	26.27		$	25.20
Net investment income (1)	2.02			1.76
Net unrealized and realized gain (loss)	(0.33)			0.71
Net increase (decrease) in net assets resulting from operations	1.69			2.47
Distributions declared (2)	(2.31)			(1.50)
Net increase (decrease) in net assets from capital share transactions	0.11			(0.02)
Total increase (decrease) in net assets	(0.51)			0.95
Net asset value, end of period	$	25.76		$	26.15
Shares outstanding, end of period	161,823,803			158,389,951
Total return based on NAV (3)	7.06		%	9.90		%
Total return based on market value (4)	(29.72)		%	N/A
Ratios:
Ratio of net expenses to average net assets (5)	7.83		%	7.17		%
Ratio of net investment income to average net assets (5)	10.27		%	9.03		%
Portfolio turnover rate	8.28		%	28.18		%
Supplemental Data:
Net assets, end of period	$	4,168,531		$	4,142,451
Asset coverage ratio	175.1		%	192.0		%

(1)The per share data was derived by using the weighted average shares outstanding during the period.

(2)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).

(3)Total return (not annualized) 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.

(4)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.

(5)Amounts are annualized except for expense support amounts relating to organizational costs. For the nine months ended September 30, 2022 and 2021, the ratio of total operating expenses to average net assets was 8.70% and 7.17%, 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 (0.87)% and 0.00%, respectively, of average net assets.

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Note 11. 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 September 30, 2022, except as discussed below.

On November 2, 2022, the Board declared a distribution of $0.60 per share, which is payable on January 31, 2023 to shareholders of record as of December 31, 2022.

Since September 30, 2022, the Company repurchased 2,001,087 of its shares for $47.4 million. As of October 26, 2022, the aggregate purchase price for all shares purchased under the Share Repurchase Plan totaled the maximum amount allowed by the terms of the Share Repurchase Plan, for a total aggregate amount of $262.8 million. Accordingly, the Share Repurchase Plan terminated by its terms on October 26, 2022.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The information contained in this section should be read in conjunction with “Item 1. Financial Statements.” This discussion contains forward-looking statements, which relate to future events our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2021 as updated by the Company's periodic filings with the Securities and Exchange Commission.

Overview and Investment Framework

We are a Delaware statutory trust structured as a non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. In addition, for U.S. federal income tax purposes, we elected to be treated as a RIC under the Code. We are managed by our Adviser. The Administrator will provide the administrative services necessary for us to operate.

Our investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation.

Under normal market conditions, we generally invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in secured debt investments and our portfolio is composed primarily of first lien senior secured and unitranche loans. To a lesser extent, we have and may continue to also invest in second lien, third lien, unsecured or subordinated loans and other debt and equity securities. We do not currently expect to focus on investments in issuers that are distressed or in need of rescue financing.

Key Components of Our Results of Operations

Investments

We focus primarily on loans and securities, including syndicated loans, of private U.S. companies, which includes small and middle market companies. In many market environments, we believe such a focus offers an opportunity for superior risk-adjusted returns.

Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment, trading prices of loans and other securities and the competitive environment for the types of investments we make.

Revenues

We generate revenues in the form of interest income from the debt securities we hold and dividends. Our debt investments typically have a term of five to eight years and bear interest at floating rates on the basis of a benchmark such as LIBOR, SOFR or SONIA. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we may receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. In some cases, our investments may provide for deferred interest payments or PIK interest. The principal amount of loans and any accrued but unpaid interest generally become due at the maturity date.

In addition, we generate revenue in the form of commitment, loan origination, structuring or diligence fees, fees for providing managerial assistance to our portfolio companies, and possibly consulting fees.

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Expenses

Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. We bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement; (b) our allocable portion of compensation, 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) our chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for us; and (iii) any internal audit group personnel of Blackstone or any of its affiliates; and (c) all other expenses of our operations, administrations and transactions.

From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services on our behalf. We will reimburse the Adviser, Administrator or such affiliates thereof for any such amounts. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. The Administrator has elected to forgo any reimbursement for rent and other occupancy costs for the three and nine months ended September 30, 2022 and 2021. However, the Administrator may seek reimbursement for such costs in future periods. All of the foregoing expenses will ultimately be borne by our shareholders.

Costs and expenses of the Administrator and the Adviser that are eligible for reimbursement by us will be reasonably allocated on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator in accordance with policies adopted by the Board.

Expense Support and Conditional Reimbursement Agreement

We have entered into an Expense Support Agreement with the Adviser. For additional information see “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 3. Agreements and Related Party Transactions.”

Portfolio and Investment Activity

For the three months ended September 30, 2022, we acquired $272.0 million aggregate principal amount of investments (including $10.6 million of unfunded commitments), $269.8 million of which was first lien debt and $2.2 million of which was equity.

For the three months ended September 30, 2021, we acquired $2,440.2 million aggregate principal amount of investments (including $569.2 million of unfunded commitments), $2,406.3 million of which was first lien debt, $4.6 million of which was second lien debt, $12.5 million of which was unsecured debt and $16.8 million of which was equity.

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Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated) (dollar amounts in thousands):


	As of and for the three months ended September 30,
	2022			2021
Investments:
Total investments, beginning of period	$	10,021,140		$	7,270,312
New investments purchased	234,690			1,846,526
Payment-in-kind interest capitalized	11,340			—
Net accretion of discount and amortization of premium on investments	15,354			17,146
Net realized gain (loss) on investments	31,249			(1,808)
Investments sold or repaid	(608,436)			(1,006,855)
Total investments, end of period	$	9,705,337		$	8,125,321
Amount of investments funded at principal:
First lien debt investments	$	259,174		$	1,837,094
Second lien debt investments	—			4,606
Unsecured debt	—			12,537
Equity investments	2,160			16,760
Total	$	261,334		$	1,870,997
Proceeds from investments sold or repaid:
First lien debt investments	$	(557,156)		$	(972,550)
Second lien debt investments	—			(15,026)
Unsecured debt	—			(19,279)
Warrant	(8,514)			—
Equity	(42,766)			—
Total	$	(608,436)		$	(1,006,855)
Number of portfolio companies	172			117
Weighted average yield of new investment commitments(4)	9.30		%	6.71		%
Weighted average yield on investments fully sold or paid down(4)	7.81		%	7.72		%
Weighted average yield on debt and income producing investments, at cost(1)(2)	9.09		%	7.34		%
Weighted average yield on debt and income producing investments, at fair value(1)(2)	9.14		%	7.28		%
Average loan to value (LTV)(3)	46.72		%	45.20		%
Percentage of debt investments bearing a floating rate	99.92		%	99.90		%
Percentage of debt investments bearing a fixed rate	0.08		%	0.10		%

(1)Computed as (a) the annual stated interest rate or yield plus the annual accretion of discounts or less the annual amortization of premiums, as applicable, on accruing debt included in such securities, divided by (b) total debt investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.

(2)As of September 30, 2022 and 2021, the weighted average total portfolio yield at cost was 8.98% and 7.27%, respectively. The weighted average total portfolio yield at fair value was 9.01% and 7.18%, respectively.

(3)Includes all private debt investments for which fair value is determined by our Board in conjunction with a third-party valuation firm and excludes quoted assets. Average loan-to-value represents the net ratio of loan-to-value for each portfolio company, weighted based on the fair value of total applicable private debt investments. Loan-to-value is calculated as the current total net debt through each respective loan tranche divided by the estimated enterprise value of the portfolio company as of the most recent quarter end.

(4)Weighted average yield for new investment commitments or investments fully sold or paid down, as applicable, on originated loans.

As of September 30, 2022, our portfolio companies had a weighted average annual revenue of $635.0 million and weighted average annual EBITDA of $162.4 million. These calculations include all private debt investments for which fair value is determined by the Board in conjunction with a third-party valuation firm and excludes quoted assets. Amounts are weighted based on fair market value of each respective investment. Amounts were derived from the most recently available portfolio company financial statements, have not been independently estimated by us, and may reflect a normalized or adjusted amount. Accordingly, we make no representation or warranty in respect of this information.

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Our investments consisted of the following (dollar amounts in thousands):


	September 30, 2022						December 31, 2021
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
First lien debt	$	9,524,640	$	9,468,536	97.90	%	$	9,563,051	$	9,621,939	97.63	%
Second lien debt	70,632		66,313		0.69		62,445		63,175		0.64
Equity investments	110,065		137,267		1.41		119,630		170,265		1.73
Total	$	9,705,337	$	9,672,116	100.00	%	$	9,745,126	$	9,855,379	100.00	%

As of September 30, 2022 and December 31, 2021, no loans in the portfolio were on non-accrual status.

Results of Operations

The following table represents the operating results (dollar amounts in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Total investment income	$	226,791	$	166,875	$	599,379	$	432,682
Net expenses	94,647		70,848		257,880		189,610
Net investment income before excise tax	132,144		96,027		341,499		243,072
Excise tax expense	—		2,220		1,386		1,938
Net investment income after excise tax	132,144		93,807		340,113		241,134
Net unrealized appreciation (depreciation)	(70,586)		18,033		(99,975)		92,028
Net realized gain (loss)	34,388		(1,833)		42,639		5,308
Net increase (decrease) in net assets resulting from operations	$	95,946	$	110,007	$	282,777	$	338,470

Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. As a result, comparisons may not be meaningful.

Investment Income

Investment income was as follows (dollar amounts in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Interest income	$	213,242	$	165,417	$	559,086	$	424,141
Payment-in-kind interest income	10,933		1,000		30,427		3,279
Dividend income	—		—		5,908		—
Fee income	2,616		458		3,958		5,262
Total investment income	$	226,791	$	166,875	$	599,379	$	432,682

Total investment income increased to $226.8 million for the three months ended September 30, 2022 from $166.9 million for the same period in the prior year primarily driven by increasing interest rates and a stable balance of our investments. The size of our investment portfolio at fair value increased to $9,672.1 million at September 30, 2022 from

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$8,223.0 million at September 30, 2021. Additionally, for the three months ended September 30, 2022, we accrued $1.7 million of non-recurring interest income (e.g., prepayment premiums and accelerated accretion of upfront loan origination fees and unamortized discounts) as compared to $16.4 million for the same period in the prior year. For the three months ended September 30, 2022 and 2021, payment-in-kind income represented 4.8% and 0.6% of investment income, respectively. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments.

Total investment income increased to $599.4 million for the nine months ended September 30, 2022 from $432.7 million for the same period in the prior year primarily driven by a higher weighted average yield on our investments and offset by lower prepayment related income. The size of our investment portfolio at fair value increased to $9,672.1 million at September 30, 2022 from $8,223.0 million at September 30, 2021. Additionally, for the nine months ended September 30, 2022, we accrued $2.0 million of non-recurring interest income (e.g., prepayment premiums and accelerated accretion of upfront loan origination fees and unamortized discounts) as compared to $41.0 million for the same period in the prior year. For the nine months ended September 30, 2022 and 2021, payment-in-kind income represented 5.1% and 0.8% of investment income, respectively. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments.

As the impact of inflation persists, it could cause operational and/or liquidity issues at our portfolio companies which could restrict their ability to make cash interest payments. Additionally, we may experience full or partial losses on our investments which may ultimately reduce our investment income in future periods. In addition, the rise in interest rates in order to control inflation may correlate to increases or decreases in our net income. Increases in interest rates may adversely affect our existing borrowers.

Expenses

Expenses were as follows (dollar amounts in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Interest expense	$	55,347	$	32,740	$	140,732	$	81,053
Management fees (Note 3)	25,385		15,445		76,913		40,394
Income based incentive fees (Note 3)	26,088		16,983		68,252		45,130
Capital gains incentive fees (Note 3)	(5,430)		2,430		(8,600)		14,600
Professional fees	762		939		2,527		2,179
Board of Trustees' fees	238		141		628		416
Administrative service expenses	687		500		1,876		1,623
Other general and administrative	1,643		1,670		4,530		4,215
Excise tax expense	—		2,220		1,386		1,938
Total expenses (including excise tax expense)	104,720		73,068		288,244		191,548
Management fees waived	(6,346)		—		(19,228)		—
Incentive fees waived	(3,727)		—		(9,750)		—
Net expenses (including excise tax expense)	$	94,647	$	73,068	$	259,266	$	191,548

Interest Expense

Total interest expense (including unused fees and other debt financing expenses), increased to $55.3 million for the three months ended September 30, 2022 from $32.7 million for the same period in the prior year primarily driven by increased borrowings under our credit facilities and rising interest rates. The average principal debt outstanding increased to $5,867.3 million for the three months ended September 30, 2022 from $4,487.3 million for the same period in the prior year, weighted average interest rate increased to 3.67% for the three months ended September 30, 2022 from 2.83% for the same period in the prior year.

Total interest expense (including unused fees and other debt financing expenses), increased to $140.7 million for the nine months ended September 30, 2022 from $81.1 million for the same period in the prior year primarily driven by increased borrowings under our credit facilities, our unsecured bond issuances and rising interest rates. The average principal debt outstanding increased to $5,750.0 million for the nine months ended September 30, 2022 from $3,546.3 million for the same

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period in the prior year, partially offset by a decrease in our weighted average interest rate to 3.18% for the nine months ended September 30, 2022 from 2.92% for the same period in the prior year.

Management Fees

Management fees increased to $25.4 million for the three months ended September 30, 2022 from $15.4 million for the same period in the prior year primarily due to an increase in gross assets. The Adviser voluntarily waived management fees following the IPO such that the management fee will remain at 0.75% for a period of two years following the IPO (versus the contractual rate of 1.00%), which resulted in waivers of $6.3 million and $0.0 million for the three months ended September 30, 2022 and 2021, respectively.

Management fees increased to $76.9 million for the nine months ended September 30, 2022 from $40.4 million for the same period in the prior year primarily due to an increase in gross assets. The Adviser voluntarily waived management fees following the IPO such that the management fee will remain at 0.75% for a period of two years following the IPO (versus the contractual rate of 1.00%), which resulted in waivers of $19.2 million and $0.0 million for the nine months ended September 30, 2022 and 2021, respectively.

Our total gross assets increased to $9,925.8 million at September 30, 2022 from $8,821.7 million at September 30, 2021.

Income Based Incentive Fees

Income based incentive fees increased to $26.1 million for the three months ended September 30, 2022 from $17.0 million for the same period in the prior year primarily due to our deployment of capital. The Adviser voluntarily waived incentive fees following the IPO such that the fee will remain at 15.0% for a period of two years following the IPO (versus the contractual rate of 17.5%), which resulted in waivers of $3.7 million and $0.0 million for the three months ended September 30, 2022 and 2021, respectively. Pre-incentive fee net investment income increased to $149.1 million for the three months ended September 30, 2022 from $113.2 million for the same period in the prior year.

Income based incentive fees increased to $68.3 million for the nine months ended September 30, 2022 from $45.1 million for the same period in the prior year primarily due to our deployment of capital. The Adviser voluntarily waived incentive fees following the IPO such that the fee will remain at 15.0% for a period of two years following the IPO (versus the contractual rate of 17.5%), which resulted in waivers of $9.8 million and $0.0 million for the nine months ended September 30, 2022 and 2021, respectively. Pre-incentive fee net investment income increased to $390.0 million for the nine months ended September 30, 2022 from $300.9 million for the same period in the prior year.

Capital Gains Based Incentive Fees

We accrued capital gains incentive fees of $(5.4) million for the three months ended September 30, 2022 compared to $2.4 million for the same period in the prior year, primarily due to net realized and unrealized losses for the three months ended September 30, 2022 as compared to net realized and unrealized gains for the same period in the prior year.

We accrued capital gains incentive fees of $(8.6) million for the nine months ended September 30, 2022 compared to $14.6 million for the same period in the prior year, primarily due to net realized and unrealized losses for the nine months ended September 30, 2022 as compared to net realized and unrealized gains for the same period in the prior year.

The accrual for any capital gains incentive fee under U.S. GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less in the prior period. If such cumulative amount is negative, then there is no accrual.

Other Expenses

Professional fees include legal, rating agencies, audit, tax, valuation, technology and other professional fees incurred related to the management of us. Administrative service expenses represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of certain of our executive officers, their respective staff and other non-investment professionals that perform duties for us. Prior to the IPO, offering costs included costs associated with our private offering. Other general and administrative expenses include insurance, filing, research, our sub-administrator, subscriptions and other costs.

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Total other expenses remained flat, amounting to $3.3 million for the three months ended September 30, 2022 and $3.3 million for the same period in the prior year primarily driven by our administrative service expenses.

Total other expenses increased to $9.6 million for the nine months ended September 30, 2022 from $8.4 million for the same period in the prior year primarily driven by an increase in our administrative service expenses which was attributable to growth in the investment portfolio.

The Adviser may elect to make Expense Payments on our behalf, subject to future Reimbursement Payments pursuant to the Expense Support Agreement described above in “—Key Components of Our Results of Operations—Expenses.”

Income Taxes, Including Excise Taxes

We elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our shareholders in each taxable year generally at least 90% of the sum of our investment company taxable income, as defined by the Code (without regard to the deduction for dividends paid), and net tax-exempt income for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our shareholders, which generally relieve us from corporate-level U.S. federal income taxes.

Depending on the level of taxable income earned in a tax year, we may carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we will accrue excise tax on estimated excess taxable income.

For the three and nine months ended September 30, 2022, we incurred $0.0 million and $1.4 million, respectively, of U.S. federal excise tax. For the three and nine months ended September 30, 2021 we incurred $2.2 million and $1.9 million, respectively, of U.S. federal excise tax.

Net Unrealized Gain (Loss)

Net unrealized gain (loss) was comprised of the following (dollar amounts in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net unrealized gain (loss) on investments	$	(70,650)	$	18,028	$	(100,441)	$	92,625
Net unrealized gain (loss) on translation of assets and liabilities in foreign currencies	64		5		466		(597)
Net unrealized gain (loss)	$	(70,586)	$	18,033	$	(99,975)	$	92,028

For the three months ended September 30, 2022, the net unrealized loss was primarily driven by an decrease in the fair value of our debt investments during the period. The fair value of our debt investments as a percentage of principal decreased by 0.5% as compared to a 0.3% increase in fair value of our debt investments for the same period in prior year driven in part by rising rates and inflation during the three months ended September 30, 2022.

For the nine months ended September 30, 2022, the net unrealized loss was primarily driven by an decrease in the fair value of our debt investments during the period. The fair value of our debt investments as a percentage of principal decreased by 0.2% as compared to a 1.3% increase in fair value of our debt investments for the same period in prior year driven in part by rising rates and inflation during the nine months ended September 30, 2022.

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Net Realized Gain (Loss)

The realized gains and losses on fully exited and partially exited investments comprised of the following (dollar amounts in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net realized gain (loss) on investments	$	31,249	$	(1,808)	$	39,109	$	6,509
Net realized gain (loss) on translation of assets and liabilities in foreign currencies	3,139		(25)		3,530		(1,201)
Net realized gain (loss)	$	34,388	$	(1,833)	$	42,639	$	5,308

For the three and nine months ended September 30, 2022, we generated realized gains of $36.2 million and $44.8 million, respectively, partially offset by realized losses of $5.0 million and $5.7 million respectively, primarily from full or partial sales of our debt investments.

For the three and nine months ended September 30, 2021, we generated realized gains of $7.0 million and $15.5 million, respectively, partially offset by realized losses of $8.8 million and $9.0 million respectively, primarily from full or partial sales of our debt investments.

Financial Condition, Liquidity and Capital Resources

Our liquidity and capital resources are generated primarily from cash flows from interest, dividends and fees earned from our investments and principal repayments, our credit facilities, debt securitization transactions, and other secured and unsecured debt. We may also generate cash flow from operations, future borrowings and future offerings of securities including public and/or private issuances of debt and/or equity securities through both registered offerings and private offerings. The primary uses of our cash and cash equivalents are for (i) originating loans and purchasing senior secured debt investments, (ii) funding the costs of our operations (including fees paid to our Adviser and expense reimbursements paid to our Administrator), (iii) debt service, repayment and other financing costs of our borrowings and (iv) cash distributions to the holders of our shares.

As of both September 30, 2022 and December 31, 2021, we had four revolving credit facilities outstanding and we had five issuances of unsecured bonds outstanding. We may from time to time enter into additional credit facilities, increase the size of our existing credit facilities or issue further debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As of September 30, 2022 and December 31, 2021, we had an aggregate amount of $5,550.6 million and $5,544.3 million of senior securities outstanding and our asset coverage ratio was 175.1% and 180.2%, respectively. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation to cover any outstanding unfunded commitments we are required to fund.

Cash and cash equivalents as of September 30, 2022, taken together with our $999.4 million of available capacity under our credit facilities (subject to borrowing base availability) is expected to be sufficient for our investing activities and to conduct our operations in the near term. Additionally, we held $84.0 million of Level 2 debt investments as of September 30, 2022, which could provide additional liquidity if necessary. A continued disruption in the financial markets caused by recent macroeconomic or market volatility, COVID-19 or any other negative economic development could restrict our access to financing in the future. We may not be able to find new financing for future investments or liquidity needs and, even if we are able to obtain such financing, such financing may not be on as favorable terms as we have recently obtained. These factors may limit our ability to make new investments and adversely impact our results of operations.

As of September 30, 2022, we had $131.2 million in cash and cash equivalents. During the nine months ended September 30, 2022, cash provided by operating activities was $505.1 million, primarily as a result of proceeds from sale of investments funding portfolio investments of $955.6 million; partially offset by purchases of investments of $808.8 million. Cash used in financing activities was $476.8 million during the period, which was primarily as a result of dividends paid in cash of $305.8 million and repurchase of shares of $215.6 million.

As of September 30, 2021, we had $259.6 million in cash and cash equivalents. During the nine months ended September 30, 2021, cash used in operating activities was $2,440.0 million, primarily as a result of funding portfolio

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investments of $4,438.5 million; partially offset by proceeds from sale of investments of $1945.6 million. Cash provided by financing activities was $2,481.0 million during the period, which was primarily as a result of net borrowings on our credit facilities and our unsecured debt issuances of $1,959.4 million; our proceeds from issuance of common shares of $716.7 million; and partially offset by dividends paid in cash of $189.7 million.

Equity

Distributions and Dividend Reinvestment

The following table summarizes our distributions declared and payable for the nine months ended September 30, 2022 (dollar amounts in thousands, except share amounts):


Date Declared	Record Date	Payment Date	Per Share Amount		Total Amount
October 18, 2021	January 18, 2022	May 13, 2022	$	0.1000	$	16,927	(1)
October 18, 2021	March 16, 2022	May 13, 2022	0.1500		25,454		(1)
February 23, 2022	March 31, 2022	May 13, 2022	0.5300		89,937
October 18, 2021	May 16, 2022	August 12, 2022	0.2000		33,995		(1)
May 2, 2022	June 30, 2022	August 12, 2022	0.5300		89,169
October 18, 2021	July 18, 2022	November 14, 2022	0.2000		32,976		(1)
August 30, 2022	September 30, 2022	November 14, 2022	0.6000		97,094		(2)
Total distributions			$	2.3100	$	385,552

(1)Represents a special distribution.

(2)On September 7, 2022, the Company announced the increase of its regular quarterly distribution from $0.53 per share to $0.60 per share.

The following table summarizes our distributions declared and payable for the nine months ended September 30, 2021 (dollar amounts in thousands, except 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
Total distributions			$	1.5000	$	206,077

With respect to distributions, we have adopted an “opt out” dividend reinvestment plan for shareholders. As a result, in the event of a declared cash distribution or other distribution, each shareholder that has not “opted out” of the dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares rather than receiving cash distributions. Shareholders who receive distributions in the form of shares will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions. Refer to “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 8. Net Assets” to the consolidated financial statements for more information on our dividend reinvestment program.

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The following table summarizes the amounts received and shares issued to shareholders who have not opted out of our dividend reinvestment plan during the nine months ended September 30, 2022 (dollars in thousands except share amounts):


Payment Date	DRIP Shares Value		DRIP Shares Issued
January 31, 2022	$	11,469	417,379
May 13, 2022	16,501		640,829
August 12, 2022	8,203		325,508
August 12, 2022	3,267		129,640
Total distributions	$	39,440	1,513,356


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
Total distributions	$	28,995	1,135,693

Share Repurchase Plan

The following table summarizes the shares repurchased under the Company 10b5-1 Plan during the nine months ended September 30, 2022 (dollars in thousands except share amounts):


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
April 1 - April 30, 2022	—	$	—	—	$	262,000
May 1 - May 31, 2022	774,558	$	25.24	774,558	$	242,447
June 1 - June 30, 2022	1,313,782	$	24.49	1,313,782	$	210,275
July 1 - July 31, 2022	2,394,113	$	23.20	2,394,113	$	154,736
August 1 - August 31, 2022	2,223,389	$	24.22	2,223,389	$	100,886
September 1 - September 30, 2022	2,251,657	$	24.14	2,251,657	$	46,527
Total Repurchases	8,957,499			8,957,499

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Borrowings

Our outstanding debt obligations were as follows (dollar amounts in thousands):


	September 30, 2022
	Aggregate Principal Committed		Outstanding Principal		Carrying Value		Unused Portion (1)		Amount Available (2)
Jackson Hole Funding Facility(3)	$	400,000	$	360,019	$	360,019	$	39,981	$	39,981
Breckenridge Funding Facility	825,000		708,300		708,300		116,700		116,700
Big Sky Funding Facility	500,000		499,606		499,606		394		394
Revolving Credit Facility(4)	1,625,000		782,691		782,691		842,309		842,309
2023 Notes(5)	400,000		400,000		398,306		—		—
2026 Notes(5)	800,000		800,000		794,094		—		—
New 2026 Notes(5)	700,000		700,000		693,007		—		—
2027 Notes(5)	650,000		650,000		637,973		—		—
2028 Notes(5)	650,000		650,000		638,725		—		—
Total	$	6,550,000	$	5,550,616	$	5,512,721	$	999,384	$	999,384


	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

(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.

(4)Under the Revolving Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2022, the Company had borrowings denominated in Canadian Dollars (CAD), Euros (EUR) and British Pounds (GBP) of 328.9 million, 99.9 million and 66.6 million, respectively. 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.

For additional information on our debt obligations see “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 6. Borrowings."

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Off-Balance Sheet Arrangements

Portfolio Company Commitments

Our investment portfolio contains and is expected to continue to 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 September 30, 2022 and December 31, 2021, we had unfunded delayed draw term loans and revolvers with an aggregate principal amount of $849.0 million and $1,407.3 million, respectively.

Other Commitments and Contingencies

From time to time, we may become a party to certain legal proceedings incidental to the normal course of its business. At September 30, 2022, management is not aware of any pending or threatened litigation.

Related-Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the following:

•the Investment Advisory Agreement;

•the Administration Agreement; and

•Expense Support and Conditional Reimbursement Agreement.

In addition to the aforementioned agreements, we, our Adviser and certain of our Adviser’s affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by our Adviser or its affiliates in a manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. See “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 3. Agreements and Related Party Transactions.”

Recent Developments

Macroeconomic Environment

The U.S. Federal Reserve’s recent actions to increase interest rates in order to control inflation have created further uncertainty for the economy and for our borrowers. Although our business model is such that rising interest rates will, all else being equal, correlate to increases in our net income, increases in interest rates may adversely affect our existing borrowers. It is difficult to predict the full impact of recent changes and any future changes in interest rates or inflation.

Reference Rate Reform

LIBOR and certain other floating rate benchmark indices to which our floating rate loans and other loan agreements are tied, including, without limitation, the Euro Interbank Offered Rate, or EURIBOR, the Stockholm Interbank Offered Rate, or STIBOR, the Australian Bank Bill Swap Reference Rate, or BBSY, the Canadian Dollar Offered Rate, or CDOR, the Swiss Average Rate Overnight, or SARON, and the Copenhagen Interbank Offering Rate, or CIBOR, or collectively, IBORs, are the subject of recent national, international and regulatory guidance and proposals for reform. As of December 31, 2021, the ICE Benchmark Association, or IBA, ceased publication of all non-USD LIBOR and the one-week and two-month USD LIBOR and, as and previously announced, intends to cease publication of remaining U.S. dollar LIBOR settings immediately after June 30, 2023. Further, on March 15, 2022, the Consolidated Appropriations Act of 2022, which includes the Adjustable Interest Rate (LIBOR) Act, was signed into law in the U.S. This legislation establishes a uniform benchmark replacement process for financial contracts maturing after June 30, 2023 that do not contain clearly defined or practicable fallback provisions. The legislation also creates a safe harbor that shields lenders from litigation if they choose to utilize a replacement rate recommended by the Board of Governors of the Federal Reserve.

The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee composed of large U.S. financial institutions, has identified the Secured Overnight Financing Rate, or SOFR, a new index calculated using short-term repurchase agreements backed by U.S. Treasury securities, as its preferred alternative rate for USD LIBOR. Additionally, market participants have started to transition from GBP LIBOR to the Sterling Overnight Index Average, or SONIA, in line with guidance from the U.K. regulators.

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At this time, it is not possible to predict how markets will respond to SOFR, SONIA, or other alternative reference rates as the transition away from USD LIBOR and GBP LIBOR proceeds. Despite the LIBOR transition in other markets, benchmark rate methodologies in Europe, Australia, Canada, Switzerland, and Denmark have been reformed and rates such as EURIBOR, STIBOR, BBSY, CDOR, SARON, and CIBOR may persist as International Organization of Securities Commissions, or IOSCO, compliant reference rates moving forward. However, multi-rate environments may persist in these markets as regulators and working groups have suggested market participants adopt alternative reference rates.

Critical Accounting Estimates

The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting estimates, including those relating to the valuation of our investment portfolio, are described in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 28, 2022, and elsewhere in our filings with the SEC. There have been no material changes in our critical accounting policies and practices.

Item 3. Quantitative and Qualitative Disclosures About Market 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 the Board, based on, among other things, the input of the Adviser, our Audit Committee and independent third-party valuation firms engaged at the direction of the Board, and in accordance with our valuation policy. 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 the date of this report, the U.S. Federal Reserve raised the federal funds target range to 3.00-3.25% in the third quarter of 2022 and further to 3.75-4.00% in November, 2022.

As of September 30, 2022, 99.9% of our debt investments at fair value were at floating rates. Based on our Consolidated Statements of Assets and Liabilities as of September 30, 2022, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates (considering base 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(1)
Up 300 basis points	$	290,785	$	(71,888)	$	218,897
Up 200 basis points	193,857		(47,926)		145,931
Up 100 basis points	96,928		(23,963)		72,965
Down 100 basis points	(96,827)		23,963		(72,864)
Down 200 basis points	(192,846)		47,926		(144,920)

(1)Excludes the impact of income based incentive fees. See Note 3 to our consolidated financial statements for the three and nine months ended September 30, 2022 for more information on the income based incentive fees.

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Inflation Risk

In the U.S., rising interest rates and the resulting higher cost of capital has the potential to negatively impact the free cash flow and credit quality of certain borrowers. In addition, rising costs resulting from heightened energy prices and input costs are contributing to margin pressures at certain of our portfolio companies. Such investments would continue to be negatively impacted by a sustained high rate of inflation if they are unable to mitigate margin pressures, especially if concurrent with an increase in their debt service costs. If higher than expected rates of inflation and expected significant interest rate increases in 2022 occur concurrently with a period of economic weakness or a slowdown in growth, portfolio performance in our portfolio companies may be negatively impacted. Although rising interest rates have the potential to negatively impact the financial performance of certain borrowers, the performance of the Company has generally benefited from rising interest rates as a substantial majority of the portfolio is floating rate. In addition, continued market dislocation may create attractive deployment opportunities, as borrowers seek alternative lending sources. Nonetheless, significant market dislocation could limit the liquidity of certain assets traded in the credit markets, and this would impact the Company's ability to sell such assets at attractive prices or in a timely manner.

Inflation persisted at multi-decade highs in many major economies around the world, prompting central banks to pursue monetary policy tightening actions that are likely to continue to create headwinds to economic growth. In the U.S., annual inflation was 8.2% in September, down from 9.1% in June but still well above the Federal Reserve’s long-run target of 2%. In Eurozone economies, inflation increased to a record 9.9% in September, up from 9.1% in August.

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Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q.

(b) Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.

Item 1A. Risk Factors.

For information regarding factors that could affect our results of operations, financial condition and liquidity, see the risk factors discussed in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table summarizes the shares repurchased under the Company 10b5-1 Plan during the nine months ended September 30, 2022 (dollars in thousands except share amounts):(1)


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
April 1 - April 30, 2022	—	$	—	—	$	262,000
May 1 - May 31, 2022	774,558	$	25.24	774,558	$	242,447
June 1 - June 30, 2022	1,313,782	$	24.49	1,313,782	$	210,275
July 1 - July 31, 2022	2,394,113	$	23.20	2,394,113	$	154,736
August 1 - August 31, 2022	2,223,389	$	24.22	2,223,389	$	100,886
September 1 - September 30, 2022	2,251,657	$	24.14	2,251,657	$	46,527
Total Repurchases	8,957,499			8,957,499

(1)The Company’s share repurchase plan (the “10b-5 Plan”), pursuant to which up to approximately $262 million in the aggregate of the Company’s common shares at prices below net asset value per share over a specified period may be acquired, commenced on November 26, 2021 and will terminate upon the earliest to occur of (i) 12-months from its commencement, (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the 10b-5 Plan equals approximately $262 million and (iii) the occurrence of certain other events described in the 10b-5 Plan. Refer to "Item 1. Financial Statements—Notes to Consolidated Financial Statements—Note 8. Net Assets" in this Form 10-Q for more information. Such issuances were part of our Private Offering pursuant to Section 4(a)(2) of the 1933 Act and Regulation D thereunder.

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Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.


Exhibit Number						Description of Exhibits

10.1						First Amendment to Amended and Restated Loan and Security Agreement, dated as of September 16, 2022, among Jackson Hole Funding, the Company, the lenders party thereto, Citibank, N.A., Virtus Group, LP and JPMorgan Chase Bank, National Associatio n .*

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 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.*

32.2						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.*

_________________________

* Filed herewith.

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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:	November 10, 2022	/s/ Brad Marshall
		Brad Marshall
		Chief Executive Officer

Date:	November 10, 2022	/s/ Kevin Kresge
		Kevin Kresge
		Interim Chief Financial Officer

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Blackstone Secured Lending Fund (BXSL) 10-Q2022 Q3 Quarterly report

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