Item 1.01 - Entry into a Material Definitive Agreement
Indenture and Supplemental Indenture
On March 11, 2024, Sixth Street Lending Partners (the “Company”) and U.S. Bank Trust Company, National Association (the “Trustee”), entered into a First Supplemental Indenture (the “First Supplemental Indenture”) to the Indenture, dated as of March 11, 2024, between the Company and the Trustee (the “Base Indenture”; and together with the First Supplemental Indenture, the “Indenture”), relating to the Company’s issuance, offer and sale of $600,000,000 aggregate principal amount of its 6.500% notes due 2029 (the “Notes”). The Notes were offered to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The transaction closed on March 11, 2024.
The Notes will mature on March 11, 2029, and may be redeemed in whole or in part at the Company’s option at any time at the redemption prices set forth in the First Supplemental Indenture. The Notes bear interest at a rate of 6.500% per year payable semiannually on March 11 and September 11 of each year, commencing on September 11, 2024. The Notes are direct unsecured obligations of the Company.
The Company expects to use the net proceeds of this offering to pay down a portion of the outstanding indebtedness on the Company’s revolving credit facility and/or its subscription facility. The Indenture contains certain covenants including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act of 1940, as amended, or any successor provisions, but giving effect, in either case, to any exemptive relief granted to the Company by the Securities and Exchange Commission (the “SEC”), and to provide financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a below investment grade rating of the Notes by both Fitch Ratings, Inc. and Moody’s Investor Service), the Company will be required to make an offer to purchase the Notes at a price equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase.
The foregoing descriptions of the Base Indenture, First Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Base Indenture, First Supplemental Indenture and the Notes, respectively, each filed as an exhibit hereto and incorporated by reference herein.
Registration Rights Agreement
In connection with the offering of the Notes, the Company entered into a Registration Rights Agreement, dated as of March 11, 2024 (the “Registration Rights Agreement”), with BofA Securities, Inc., as representative of the several initial purchasers of the Notes. Pursuant to the Registration Rights Agreement, the Company is obligated to file with the SEC a registration statement relating to an offer to exchange the Notes for new notes issued by the Company that are registered under the Securities Act and otherwise have terms substantially identical to those of the Notes, and to use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC under the Securities Act. The Company has agreed to use its commercially reasonable efforts to consummate such exchange offer on the earliest
