Sixth Street Lending Partners 8-KEntry into a Material Definitive Agreement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 9, 2024

Sixth Street Lending Partners

(Exact name of registrant as specified in charter)

Registrant’s telephone number, including area code: (469) 621-3001

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01 – Entry into a Material Definitive Agreement.

On September 9, 2024, Sixth Street Lending Partners (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) by and among the Company, Sixth Street Lending Partners Advisers, LLC (the “Adviser”) and BofA Securities, Inc., as representative of the several initial purchasers named in Schedule 1 thereto (the “Initial Purchasers”), in connection with the issuance and sale of $600.0 million aggregate principal amount of the Company’s 5.750% Notes due 2030 (the “Notes”) in a private offering to 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 will be issued at 99.841% of their par value with a coupon at 5.750%. Interest on the Notes will be payable semi-annually on January 15 and July 15 of each year commencing on January 15, 2025. The Notes will mature on January 15, 2030. The offering is expected to close, subject to customary closing conditions, on September 16, 2024. The Purchase Agreement contains customary representations, warranties, conditions to closing, indemnification rights and obligations of the parties and termination provisions. Pursuant to the Purchase Agreement, on or prior to the closing of the offering, the Company will enter into a registration rights agreement with BofA Securities, Inc. with respect to the Notes.

The Company intends to use the net proceeds of the offering of the Notes to pay down a portion of the outstanding indebtedness on its revolving credit facility and/or its subscription facility.

Certain of the Initial Purchasers and their respective affiliates have engaged in, and may in the future engage in, investment banking, advisory roles and other commercial dealings in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

The information included in Item 1.01 of this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities of the Company or its subsidiaries.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits:

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 hereunto duly authorized.