
	Fair value as of December 31, 2021		Gross Additions		Gross Reductions		Change in Unrealized Gains (Losses)		Fair value as of December 31, 2022		Dividend and Interest Income
Non-controlled/Affiliated Investments
Blackstone Donegal Holdings LP	$	35,683	$	3,879	$	—	$	17,022	$	56,584	$	—
Total	$	35,683	$	3,879	$	—	$	17,022	$	56,584	$	—

Investments—non-controlled/non-affiliated (1)(5) Commitment Type
Commitment
Expiration Date

Unfunded
Commitment

Fair
Value
First Lien Debt
Epoch Acquisition, Inc. Delayed Draw Term Loan 10/4/2024 $ 7,500
$ —
Spireon, Inc. Delayed Draw Term Loan 10/5/2024 6,375
—
Tailwind Colony Holding Corporation Delayed Draw Term Loan 10/31/2024 6,540
—
Tetra Technologies, Inc. Delayed Draw Term Loan 9/10/2025 8,182
—
The GI Alliance Management, LLC Delayed Draw Term Loan 11/2/2024 26,053
(260 )
Total First Lien Debt Unfunded Commitments 54,650
(260 )
Forward purchase obligation (Note 7) 29,786
(222 )
Total Unfunded Commitments $ 84,436
$ (482 )

~~(8)This investment was held by both the Company and the Middle Market Warehouse as of December 31, 2018. Refer to Note 7.~~

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

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Blackstone ~~/ GSO~~ Secured Lending Fund

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands, except per share data, percentages and as otherwise noted)

Note 1. Organization

Blackstone ~~/ GSO~~ Secured Lending Fund (together with its consolidated subsidiaries, the “~~Company~~”Company”), is a Delaware statutory trust formed on March 26, 2018, and structured as an externally managed, non-diversified closed-end management investment company. On October 26, 2018, the Company elected to be regulated as a business development company (“~~BDC~~”(“BDC”) under the Investment Company Act of 1940, as amended ~~(the~~ (together with the rules and regulations promulgated thereunder, the “1940 ~~Act~~”Act”). In addition, the Company ~~intends to elect~~has elected to be treated for U.S. federal income tax purposes, and intends to ~~continue to comply with the requirements to~~ qualify annually, as a regulated investment company (“~~RIC~~”(a “RIC”), ~~as defined~~ under Subchapter M of the Internal Revenue Code of 1986, as amended (together with the rules and regulations promulgated thereunder, the “Code”).

The Company is externally managed by Blackstone Credit BDC Advisors LLC (the “~~Code~~Adviser”) an affiliate of 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). The Administrator 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 & Insurance reporting segment.

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 ~~objective~~objectives primarily through originated loans and other securities, including syndicated loans, of private U.S. companies, ~~specifically small and middle market companies,~~ typically in the form of first lien senior secured and unitranche loans (including ~~first out/last out~~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 GSO Asset Management LLC (the “Adviser”), a subsidiary of GSO Capital Partners LP. GSO Capital Partners LP (the “Administrator” and, collectively with its affiliates in the credit-focused business of The Blackstone Group L.P., “GSO~~,” 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”). GSO is part of the credit-focused platform of The Blackstone Group L.P. (“Blackstone”) and is the primary part of its credit reporting segment.~~

~~The Company is conducting a private offering (the “Private Offering”) of its common shares of beneficial interest to accredited investors, as defined in Regulation D under the Securities Act of 1933 (the “1933 Act”) in reliance on exemptions from the registration requirements of the 1933 Act. At each closing of the Private Offering, each investor makes 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 are required to fund drawdowns to purchase the Company’s shares up to the amount of their Capital Commitments on as as-needed basis each time the Company delivers a notice to investors.

~~On October 31, 2018, the Company completed its initial closing of capital commitments (the “Initial Closing”) and~~ 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").~~2018.

On October ~~19, 2018,~~28, 2021, the Company ~~formed two wholly-owned subsidiaries, BGSL Jackson Hole Funding LLC (“Jackson Hole Funding~~”priced its initial public offering (“IPO”) and ~~BGSL Breckenridge Funding LLC (“Breckenridge Funding” and collectively with Jackson Hole Funding,~~ the Company's common shares of beneficial interest (“~~SPVs~~”Common Shares”) ~~both Delaware limited liability companies. These SPVs are consolidated in these consolidated financial statements commencing from each SPV’s date of commencement of operations within~~began trading on the ~~entity on November 20, 2018 and December 28, 2018 respectively.~~ New York Stock Exchange (“NYSE”). See “Note 8. Net Assets”for further details.

Note 2. Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States ~~of America (“U.S. GAAP~~”(“GAAP”). As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“~~ASC~~”(“ASC”) Topic 946, Financial Services – Investment Companies (“ (“ASC ~~946~~”946”) issued by the Financial Accounting Standards Board (“~~FASB~~”(“FASB”). ~~U.S. GAAP for an investment company requires investments to be recorded at fair value. The carrying value for all other assets and liabilities approximates their fair value.~~

The interim condensed 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. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with US GAAP are

omitted. In the opinion of management, all adjustments ~~consisting solely of normal recurring accruals~~ considered necessary for the fair presentation of the condensed 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, ~~2019.~~ 2023.

All intercompany balances and transactions have been eliminated.

Certain prior period information has been reclassified to conform to the current period presentation.

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Use of Estimates

The preparation of condensed 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 condensed 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 condensed 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. ~~Accordingly, the~~

The Company consolidated the results of the Company’s wholly-owned ~~subsidiaries.~~subsidiaries which are considered to be investment companies. As of September 30, 2023 and December 31, 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 ~~the~~a trade ~~date.~~ 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.~~ recoveries, and is recorded within Net Realized gain (loss) on the Condensed Consolidated Statements of Operations.

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.~~period, and is recorded within Net unrealized appreciation (depreciation) on the Condensed Consolidated Statements of Operations.

Valuation of Investments

The Company is required to report its investments, including those for which current market values are not readily available, at fair value.

GAAP for an investment company requires investments to be recorded at fair value. The Company values its investments in accordance with ~~Financial Accounting Standards Board Accounting Standards Codification~~ASC 820, Fair Value Measurements (“ (“ASC ~~820~~”820”), which defines fair value as 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. ASC 820 prioritizes~~date, and Rule 2a-5 under 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 ready market for these investments existed, and these differences could be material. See ~~“– Note 5. Fair Value Measurement.~~”1940 Act.

~~Where available, fair~~Fair value is based on observable market prices or parameters or derived from such prices or ~~parameters.~~parameters when such quotations are readily available. In accordance with Rule 2a-5 under the 1940 Act, 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. 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; otherwise generally from at least two principal market makers or primary market dealers. ~~To assess the continuing appropriateness~~

Table 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 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 Company’s Board of Trustees (the “~~Board”).~~ Contents

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. In the absence of observable, reliable market prices, the Company values its investments using various valuation methodologies applied on a consistent basis.

An enterprise value (“EV”) analysis is generally 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. 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.

If debt investments are credit-impaired, which occurs when there is insufficient coverage under the enterprise value analysis through the respective investment’s position in the capital structure, the Adviser generally 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 generally uses a market interest rate yield analysis to determine fair value. 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.

ASC 820 prioritizes the use of observable market prices derived from such prices. 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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The ~~Company’s Board undertakes~~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 ~~multi-step valuation process each quarter in connection with~~particular investment would qualify for treatment as a Level 2 or Level 3 investment.

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 ~~for which 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 initially valued by the Adviser’s valuation team in conjunction with the Adviser’s investment professionals responsible for each portfolio investment;

Separately, independent valuation firms engaged by the Board prepare valuations of the all the Company’s investments over a de minimis threshold. The independent valuation firms provide a final range of values on such investmentsmay fluctuate from period to ~~the Board~~period, and ~~the Adviser. The independent valuation firms also provide analyses to support their valuation methodology and calculations;~~

~~The independent valuation firms’ ranges are compared to the Adviser’s valuations to ensure the Adviser’s valuations are reasonable;~~

~~Preliminary valuation conclusions are documented and discussed with the GSO Valuation Committee, and the Valuation Committee’s conclusions reached are presented to the Audit Committee;~~

~~The Audit Committee reviews the assessments of the Adviser and the independent valuation firms and recommends values for each investment to the Board; and~~

The Board discusses 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 Valuation Committee and, where applicable, the independent valuation firms.

As part of the valuation process, the Board takes into account relevant factors in determining the fair value of its investments, 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 maythese differences could 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 considers whether the pricing indicated by the external event corroborates its valuation. See “~~—Note 5. Fair Value Measurement~~.”

~~The Board has and will continue to engage independent valuation firms to provide assistance regarding the determination of~~material. 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 ~~securities for~~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 ~~quotations are not readily available or are readily available but deemed not reflective~~environment and other events that may occur over the life of the ~~fair value~~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. See “Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Critical Accounting Estimates.”

Receivables/Payables From Investments Sold/Purchased

Receivables/payables from investments sold/purchased consist of amounts receivable to or payable by the ~~investment each quarter, and~~Company for transactions that have not settled at 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.reporting date.

Derivative Instruments

The Company recognizes all derivative instruments as assets or liabilities at fair value in its condensed consolidated financial statements. Derivative contracts entered into by the Company are not designated ~~as hedging instruments,~~in hedge accounting relationships and ~~as a result the Company presents~~all changes in fair value are recognized 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

The Company is party to a forward purchase agreement pursuant to which the Company may agree to purchase certain assets held in the Middle Market Warehouse (defined in Note 7) at a purchase price based on the cost of the asset to the warehouse provider plus amounts of unpaid interest, original issue discount and structuring fees accrued to the warehouse provider during the time the warehouse provider owned the asset.

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 business 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 Condensed 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.

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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, 2023, the Company recorded $1.0 million and $14.4 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, 2022, the Company recorded $1.7 million and $2.0 million, respectively, in non-recurring interest income.

PIK Income

The Company ~~may have~~has loans in its portfolio that contain payment-in-kind (“~~PIK~~”(“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 Condensed Consolidated ~~Statement~~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 payment-in-kind interest income. To ~~maintain~~satisfy the ~~Company’s status as a~~Company's annual RIC distribution requirements, this non-cash source of income must be included in determining the amounts to be paid out to shareholders in the form of dividends, even though the Company has not yet collected cash.

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~~publicly traded portfolio companies.

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.

Non-Accrual Income

Loans are generally placed on non-accrual status when there is reasonable doubt ~~that~~whether 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. ~~As of March 31, 2019 and December 31, 2018, no loans in the portfolio were on non-accrual status.~~

Organization Expenses and Offering Expenses

~~Costs~~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 ~~the organization~~any renewals of ~~the Company are~~a shelf registration statement will be expensed as ~~incurred, subject to the limitations discussed below. These expenses consist primarily~~incurred.

Table of ~~legal fees and other costs of organizing the Company.~~Contents

Costs associated with the offering of the Company’s shares will be capitalized as “deferred offering costs” on the Consolidated Statements of Assets and Liabilities and amortized over a twelve-month period from incurrence, subject to the limitation below. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s continuous Private Offering of its shares.

The Company will not bear more than an amount equal to 0.10% of the aggregate Capital Commitments of the Company for organization and offering expenses in connection with the offering of shares. If actual organization and offering costs incurred exceed 0.10% of the Company’s total Capital Commitments, the Adviser or its affiliate will bear the excess costs. To the extent the Company’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Company’s behalf provided that the total organization and offering costs borne by the Company do not exceed 0.10% of total Capital Commitments and provided further that the Adviser of its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement.

The Company’s initial organization costs of $0.7 million were expensed as incurred during the year ended December 31, 2018. For the three months ended March 31, 2019, the Company accrued offering costs of $0.2 million.

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 using the straight-line method.~~instrument. Deferred financing costs related to revolving credit facilities are presented separately as an asset on the Company’s Condensed Consolidated 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 ~~intends to elect~~has elected to be treated as a RIC under the ~~Code for the taxable year ended December 31, 2018.~~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 condensed consolidated financial statements of the Company.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its condensed 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 ~~(1)~~(i) 98% of its ordinary income for the calendar year, ~~(2)~~(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 ~~(3)~~(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, 2023, the Company incurred $5.0 million and $12.6 million, respectively, of U.S. federal excise tax. 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.

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 ~~our~~the Board and will depend on ~~our~~the Company’s earnings, financial condition, maintenance of ~~our~~the Company's tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as ~~our~~the Board may deem relevant from time to time.

~~The Company has adopted a dividend reinvestment plan, pursuant to which it will reinvest all cash dividends declared by the Board on behalf~~

Table of its shareholders who do not elect to receive their dividends in cash as provided below. 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. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places. A participating shareholder will receive an amount of shares equal to the amount of the distribution on that participant’s shares divided by the most recent quarter-end net asset value (“~~NAV~~”) per share that is available on the date such distribution was paid (unless the Board determines to use the NAV per share as of another time). 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. Shares issued under the dividend reinvestment plan will not reduce outstanding Capital Commitments.Contents

Recent Accounting Pronouncements

In ~~August 2018,~~March 2020, the FASB issued ASU ~~2018-13, Disclosure Framework – Changes~~No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying 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 ~~Disclosure Requirements for Fair Value Measurement,~~FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which ~~changes~~expanded the ~~fair value disclosure requirements. The new guidance includes new, eliminated~~scope of Topic 848 to include derivative instruments impacted by discounting transition. ASU 2020-04 and modified fair value disclosures. Among other requirements, the guidance requires disclosure of the range and weighted average of the significant unobservable inputs for Level 3 fair value measurements and the way it is calculated. The guidance also eliminated the following disclosures: (i) amount and reason for transfers between Level 1 and Level 2, (ii) policy for timing of transfers between levels of the fair value hierarchy and (iii) valuation processes for Level 3 fair value measurement. The guidance isASU 2021-01 are effective for all entities ~~for interim~~through December 31, 2022. The expedients and ~~annual periods beginning~~exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December ~~15, 2019. Early adoption is permitted upon issuance~~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 ~~guidance. The adoption~~hedging relationship. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which deferred the sunset day of this guidance ~~is not expected~~ to ~~have a~~December 31, 2024. To date, there has been no material ~~effect~~impact of these standards on the Company’s ~~consolidated~~ financial ~~statements.~~position, results of operations or cash flows.

In August 2018, the SEC adopted amendments to certain disclosure requirements intended to eliminate redundant, duplicative, overlapping, outdated, or superseded, in light of other SEC disclosure requirements, US GAAP requirements, or changes in the information environment in its Disclosure Update and Simplification release (the “DUS Release”). In part, the DUS Release requires an investment company to present distributable earnings in total, rather than showing the three components of distributable earnings. The compliance date for the DUS Release was for all filings on or after November 5, 2018. The Company has adopted the DUS Release on November 5, 2018, which did not have a material impact on the Company’s consolidated financial statements.

Note 3. Agreements and Related Party Transactions

Investment Advisory Agreement

On October 1, 2018, the Company entered into anthe original investment advisory agreement with the ~~Adviser (the “Investment Advisory Agreement”), pursuant to which the Adviser manages the Company on a day-to-day basis.~~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 Cumulative Net 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 ~~will ultimately be~~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 earlier 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 was most recently renewed and approved by the Board, including a majority of the Independent Trustees, on May 2, 2023 for a one-year period ending on May 31, 2024.

The Adviser has implemented a 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. The Waiver Period ended on October 28, 2023.

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Base Management ~~Fee~~Fees

~~The~~Starting from the completion of the IPO, the management fee pursuant to the Investment Advisory Agreement is payable quarterly in arrears at an annual rate of ~~(i) prior to a quotation or listing of the Company’s securities on a national securities exchange (including through an initial public offering) or a sale of all or~~

substantially all of its assets to, or a merger or other liquidity transaction with, an entity in which the Company’s shareholders receive shares of a publicly-traded company which continues to be managed by the Adviser or an affiliate thereof (“~~Exchange Listing”), 0.75%, and (ii) following an Exchange Listing,~~ 1.0%~~, in each case~~ 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. ~~For~~

Prior to the ~~first calendar quarter in which~~consummation of the ~~Company has operations, gross assets will be measured as~~IPO, the management fee was 0.75% of the average value of the Company’s gross assets at the ~~Initial Drawdown Date and~~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 ~~such first~~the two most recently completed calendar ~~quarter. If an Exchange Listing occurs on a date other than~~quarters during the ~~first day of a calendar quarter,~~Waiver Period. Amounts waived by the ~~management fee shall be calculated for such calendar quarter at a weighted rate calculated based on~~Adviser are not subject to recoupment by the ~~fee rates applicable before and after the Exchange Listing based on the number of days in such calendar quarter before and after the Exchange Listing.~~Adviser.

~~During~~For the three and nine months ended ~~March 31, 2019,~~September 30, 2023, base management fees were ~~$1.5~~$24.2 million ~~all~~and $73.2 million, respectively, of which ~~was unpaid as~~$6.1 million and $18.3 million, respectively, were waived. For the three and nine months ended September 30, 2022, base management fees were $25.4 million and $76.9 million, respectively, of ~~March 31, 2019.~~which $6.3 million and $19.2 million, respectively, were waived. As of September 30, 2023 and December 31, ~~2018, $0.3~~2022, $18.2 million and $18.6 million, respectively, was payable to the Adviser relating to management fees.

Incentive Fees

The incentive ~~fee consists~~fees consist of two ~~parts.~~ 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 fees:

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~~Pre-Incentive Fee Net Investment Income Returns as defined in the Investment Advisory Agreement. ~~Pre-incentive fee net investment income~~Pre-Incentive Fee Net Investment Income Returns 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 ~~immediate~~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~~Pre-Incentive Fee Net Investment Income Returns 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 ~~reimbursements~~recoupments from pre-incentive fee net investment income.

~~The Company pays its Adviser~~ Shareholders may be charged a fee on an income ~~based fee with respect to~~amount that is higher than the ~~Company’s pre-incentive fee net investment~~ income ~~in each calendar quarter as follows:~~ they may ultimately receive.

~~No income based incentive fee if the Company’s pre-incentive fee net investment income,~~Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of our net assets at the end of the immediately preceding ~~calendar~~ quarter, ~~does not exceed the hurdle rate~~is compared to a “hurdle rate” of return of 1.5%; per quarter (6.0% annualized).

~~100%~~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 ~~Company’s~~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.

The Company pays 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 and the eleven preceding calendar quarters (such period, the “Trailing Twelve Quarters”).

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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 ~~rate~~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 ~~an Exchange Listing,~~the end of the Waiver Period, or 1.82% (7.27% annualized) following ~~an Exchange Listing,~~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 ~~value of the Company’s net assets. This “catch-up” portion is meant to provide the~~incentive fee based on income.

•The Adviser ~~with approximately~~will be paid 15% prior to ~~an Exchange Listing,~~the end of the Waiver Period, or 17.5% following ~~an Exchange Listing,~~the Waiver Period, of the ~~Company’s~~ 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 ifdescribed below.

The income based incentive fee that will be paid to the Adviser for a ~~hurdle rate did not apply if the “catch up”~~particular quarter is ~~achieved.~~

subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap for any quarter is an amount equal to (a) 15% prior to ~~an Exchange Listing,~~the end of the Waiver Period, or 17.5% following ~~an Exchange Listing,~~the Waiver Period, of the ~~Company’s~~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 ~~exceeds~~is payable to the ~~“catch-up” provision.~~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. ~~If an Exchange Listing occurs~~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 ~~shall be~~was calculated for such calendar quarter at a weighted rate calculated based on the fee rates applicable before and after the ~~Exchange Listing~~consummation of the IPO based on the number of days in such calendar quarter before and after the ~~Exchange Listing.~~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.

~~The~~

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(ii) Capital gains based incentive fee:

Starting from the completion of the IPO, the second part of the incentive fee, a capital gains incentive fee, ~~will be~~is determined and payable in arrears as of the end of each calendar year in an amount equal to ~~15% prior to an Exchange Listing, or~~ 17.5% ~~following an Exchange Listing,~~ 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 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.

~~As of March 31, 2019,~~For the three and nine months ended September 30, 2023 the Company accrued ~~$1.1 million and $0.5 million of~~ income based incentive ~~fee~~fees of $33.4 million and ~~capital gains incentive fee,~~$98.3 million, respectively, ~~all~~ of which ~~was unpaid as~~$4.8 million and $14.0 million, respectively, were waived. For the three and nine months ended September 30, 2022 the Company accrued income based incentive fees of ~~March 31, 2019.~~$26.1 million and $68.3 million, respectively, of which $3.7 million and $9.8 million, respectively, were waived. As of September 30, 2023 and December 31, ~~2018, there~~2022, $28.6 million and $24.8 million, respectively, was nopayable to the Adviser for income based orincentive fees.

For the three and nine months ended September 30, 2023, the Company accrued capital gains incentive fees ~~payable to~~of $1.5 million and $(4.0) million, respectively. For the ~~Adviser.~~three and nine months ended September 30, 2022, the Company accrued capital gains incentive fees of $(5.4) million and $(8.6) million, respectively.

Administration Agreement

On October 1, 2018, the Company entered into an Administration Agreement with ~~GSO.~~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~~”(“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 iswas two years from October 1, ~~2018 and, unless~~2018. Unless earlier terminated, ~~earlier,~~ 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 ~~Company’s independent trustees.~~ Independent Trustees. The Administration Agreement was most recently renewed and approved by the Board, including a majority of the Independent Trustees, on May 2, 2023, for a one-year period.

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 (including information technology 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 ~~forego~~forgo any reimbursement for rent and other occupancy costs ~~from~~for the ~~commencement~~three and nine months ended September 30, 2023 and 2022.

Table of ~~operations through March 31, 2019.~~Contents

For the three and nine months ended ~~March 31, 2019,~~September 30, 2023, the Company incurred ~~$0.4~~$0.5 million and $1.6 million, respectively, in expenses under the Administration Agreement, which were recorded in ~~administrative~~Administrative service expenses in the Company’s Condensed Consolidated ~~Statement~~Statements of Operations. For the three and nine months ended September 30, 2022, the Company incurred $0.7 million and $1.9 million, respectively, in expenses under the Administration Agreement, which were recorded in Administrative service expenses in the Company’s Condensed Consolidated Statements of Operations. As of ~~March 31, 2019~~September 30, 2023 and December 31, ~~2018,~~2022, $0.8 million and ~~$0.4~~$1.2 million, respectively, was unpaid and included in ~~due~~Due to ~~affiliate~~affiliates in the Condensed 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~~”Agreement”) with State Street Bank and Trust Company (the “~~Sub-Administrator~~”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~~”Custodian”). The initial term of the Sub-Administration Agreement is 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.

For the three months ended March 31, 2019, the Company incurred expenses for services provided by the Sub-Administrator and the Custodian of $0.1 million in the aggregate, which were recorded in other general and administrative expenses in the Company’s Statement of Operations.

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~~”Agreement”) with the ~~Adviser. The~~ Adviser ~~may~~pursuant to which the Adviser was able to elect to pay certain expenses of the Company on the Company’s behalf (each, an “Expense ~~Payment~~”Payment”), provided that no portion of the payment ~~will be~~was used to pay any interest of the Company. Any Expense Payment that the Adviser ~~has~~ committed to pay ~~shall~~was to be paid by the Adviser to the Company in any 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~~Pursuant to the Expense Support Agreement, following any calendar quarter in which Available Operating Funds (as defined below) ~~exceed~~exceeded 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~~”Funds”), the Company ~~shall~~was required to 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~~were reimbursed. Any payments required to be made by the Company ~~shall be~~to the Adviser are referred to herein as a “Reimbursement ~~Payment~~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).

NoThe Expense Support Agreement terminated by its own terms on October 28, 2021. The Company’s obligation to make Reimbursement ~~Payment for any calendar quarter shall~~Payments survived the termination of the Expense Support Agreement and may be made iffor a period of up to three years, in accordance with the ~~annualized rate~~terms 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.~~Support Agreement. The Company’s obligation to make a Reimbursement Payment ~~shall automatically become~~becomes a liability of the Company on the last business day of the applicable calendar quarter. ~~The Adviser has elected to forgo its right to receive such payment for all periods through March 31, 2019.~~

As of ~~March 31, 2019, since~~September 30, 2023 and 2022, there are no amounts subject to the ~~commencement~~Reimbursement Payment obligation. As of ~~operations, the Adviser had made~~September 30, 2023 and 2022, there was no unreimbursed Expense Payments ~~in the amount of $2.3 million.~~remaining. For the three and nine months ended ~~March 31, 2019,~~September 30, 2023 and 2022, the Adviser made no Expense ~~Support~~ Payments ~~in the amount of $0.6 million. For the three months ended March 31, 2019,~~and the Company ~~did not reimburse any amounts~~made no Reimbursement Payments related to Expense Payments by the Adviser.

Table of ~~expense support to the Adviser. The Company may or may not reimburse remaining expense support in the future.~~Contents

~~Board of Trustees~~

The Company’s Board currently consists of seven members, four of whom are independent trustees. The Board has established an Audit Committee of the Board and a Nominating and Governance Committee (the “~~Nominating Committee”) of the Board and may establish additional committees in the future.~~

Note 4. Investments

The ~~following table summarizes the~~ composition of the Company’s investment portfolio at cost and fair value was as ~~of March 31, 2019 and December 31, 2018:~~follows:


	September 30, 2023						December 31, 2022
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
First lien debt	$	9,432,683	$	9,347,664	98.40	%	$	9,497,570	$	9,419,963	97.95	%
Second lien debt	42,753		40,715		0.43		48,753		46,336		0.48
Equity investments	75,677		111,621		1.17		111,549		150,949		1.57
Total	$	9,551,113	$	9,500,000	100.00	%	$	9,657,872	$	9,617,248	100.00	%

The industry composition of investments at fair value ~~as of March 31, 2019 and December 31, 2018~~ was as follows:


	September 30, 2023		December 31, 2022
Aerospace & Defense	5.04	%	4.89	%
Air Freight & Logistics	4.40		4.68
Building Products	3.37		3.47
Commercial Services & Supplies	9.18		7.69
Construction & Engineering	0.53		0.43
Containers & Packaging	0.22		0.21
Distributors	4.92		5.12
Diversified Consumer Services	4.09		3.49
Diversified Financial Services	1.40		1.36
Diversified Telecommunication Services	1.44		1.13
Electrical Equipment	1.36		1.70
Electronic Equipment, Instruments & Components	1.07		1.10
Electric Utilities	0.46		0.34
Energy Equipment & Services	0.43		0.57
Ground Transportation	0.20		—
Health Care Equipment & Supplies	0.61		0.58
Health Care Providers & Services	12.00		11.66
Health Care Technology	4.14		3.92
Industrial Conglomerates	0.09		0.09
Insurance	5.16		8.10
Internet & Direct Marketing Retail	3.35		3.32
IT Services	3.01		2.84
Machinery	0.05		0.05
Marine	0.26		0.26
Media	0.06		0.07
Oil, Gas & Consumable Fuels	1.11		1.18
Paper & Forest Products	0.08		0.08
Pharmaceuticals	0.01		0.02
Professional Services	7.37		8.76
Real Estate Management & Development	0.71		0.74
Road & Rail	—		0.17
Software	16.18		14.72
Specialty Retail	1.79		1.77

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March 31, 2019 December 31, 2018
Aerospace & Defense 0.75 % 1.27 %
Air Freight & Logistics 3.68
—
Building Products 13.18
9.46
Capital Markets —
0.45
Chemicals 3.36
3.29
Commercial Services & Supplies 4.14
4.17
Construction & Engineering 10.05
2.13
Containers & Packaging —
0.34
Distributors 6.82
4.64
Diversified Consumer Services 2.37
1.98
Diversified Financial Services 0.60
1.38
Diversified Telecommunication Services —
0.88
Electronic Equipment, Instruments & Components 1.54
—
Energy Equipment & Services 2.31
3.96
Health Care Equipment & Supplies 5.07
7.29
Health Care Providers & Services 12.17
17.97
Health Care Technology 0.31
0.53
Hotels, Restaurants & Leisure 9.95
16.98
Insurance —
0.18
IT Services 7.17
2.59
Machinery 0.51
0.88
Media 6.01
2.88
Oil, Gas & Consumable Fuels —
0.35
Professional Services 4.30
1.31
Real Estate Management & Development —
0.90
Software 1.07
6.24
Specialty Retail 1.19
1.66
Trading Companies & Distributors 1.01
2.18
Transportation Infrastructure 2.44
4.11
Total 100.00 % 100.00 %


	September 30, 2023		December 31, 2022
Technology Hardware, Storage & Peripherals	0.88	%	0.84	%
Trading Companies & Distributors	1.05		1.01
Transportation Infrastructure	3.98		3.64
Total	100.00	%	100.00	%

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


	September 30, 2023
	Cost		Fair Value		% of Total Investments at Fair Value		Fair Value as % of Net Assets
United States	$	9,050,072	$	9,000,808	94.75	%	195.56	%
Canada	277,138		281,524		2.96		6.12
Europe	223,903		217,668		2.29		4.73
Total	$	9,551,113	$	9,500,000	100.00	%	206.41	%


	December 31, 2022
	Cost		Fair Value		% of Total Investments at Fair Value		Fair Value as % of Net Assets
United States	$	8,934,926	$	8,893,051	92.47	%	213.83	%
Canada	510,599		520,368		5.41		12.51
Europe	212,347		203,829		2.12		4.90
Total	$	9,657,872	$	9,617,248	100.00	%	231.24	%

As of ~~March 31, 2019~~September 30, 2023 and December 31, ~~2018 was as follows:~~2022, one borrower (one loan) and no borrowers in the portfolio were on non-accrual status, respectively.

March 31, 2019
Cost Fair Value
% of Total
Investments at
Fair Value

Fair Value
as % of Net
Assets
United States $ 875,263
$ 877,749
93.85
138.72 %
Luxembourg 53,900
$ 53,556
5.73
8.46
United Kingdom 3,907
3,891
0.42
0.62
Total $ 933,070
$ 935,196
100.00 % 147.80 %
As of September 30, 2023 and December 31, 2022, on a fair value basis, 99.9% and 99.9%, respectively, of our performing debt investments bore interest at a floating rate and 0.0% (rounds to less than 0.1%) and 0.1%, respectively, of our performing debt investments bore interest at a fixed rate.

December 31, 2018
Cost Fair Value
% of Total
Investments at
Fair Value

Fair Value
as % of Net
Assets
United States $ 542,891
$ 539,541
98.94 % 228.26 %
United Kingdom 5,862
5,784
1.06
2.45
Total $ 548,753
$ 545,325
100.00 % 230.71 %

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 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 afollowing tables 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 these 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 ~~investments as~~financial instruments:


	September 30, 2023
	Level 1		Level 2		Level 3		Total
First lien debt	$	—	$	181,372	$	9,166,292	$	9,347,664
Second lien debt	—		—		40,715		40,715
Equity investments	—		—		111,621		111,621
Total	$	—	$	181,372	$	9,318,628	$	9,500,000


	December 31, 2022
	Level 1		Level 2		Level 3		Total
First lien debt	$	—	$	144,452	$	9,275,511	$	9,419,963
Second lien debt	—		—		46,336		46,336
Equity investments	—		—		150,949		150,949
Total	$	—	$	144,452	$	9,472,796	$	9,617,248

Table of ~~March 31, 2019 and December 31, 2018:~~Contents

March 31, 2019
Level 1 Level 2 Level 3 Total
First lien debt $ —
$ 388,777
$ 527,685
$ 916,462
Second lien debt —
5,916
12,818
18,734
Total Investments —
394,693
540,503
935,196
Forward purchase obligation —
—
(104 ) (104 )
Total $ —
$ 394,693
$ 540,399
$ 935,092

December 31, 2018
Level 1 Level 2 Level 3 Total
First lien debt $ —
$ 210,858
$ 328,125
$ 538,983
Second lien debt —
6,342
—
6,342
Total Investments —
217,200
328,125
545,325
Forward purchase obligation —
—
(222 ) (222 )
Total $ —
$ 217,200
$ 327,903
$ 545,103

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


	Three Months Ended September 30, 2023
	First Lien Debt		Second Lien Debt		Equity Investments		Total Investments
Fair value, beginning of period	$	8,934,769	$	40,086	$	110,167	$	9,085,022
Purchases of investments	399,838		461		766		401,065
Proceeds from principal repayments and sales of investments	(176,756)		—		—		(176,756)
Accretion of discount/amortization of premium	8,433		31		—		8,464
Net realized gain (loss)	(7,225)		—		—		(7,225)
Net change in unrealized appreciation (depreciation)	7,233		137		688		8,058
Transfers into Level 3 (1)	—		—		—		—
Transfers out of Level 3 (1)	—		—		—		—
Fair value, end of period	$	9,166,292	$	40,715	$	111,621	$	9,318,628
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2023 included in net unrealized appreciation (depreciation) on the Condensed Consolidated Statements of Operations	$	1,219	$	137	$	682	$	2,038


	Nine Months Ended September 30, 2023
	First Lien Debt		Second Lien Debt		Equity Investments		Total Investments
Fair value, beginning of period	$	9,275,511	$	46,336	$	150,949	$	9,472,796
Purchases of investments	643,168		1,298		766		645,232
Proceeds from principal repayments and sales of investments	(661,493)		(7,351)		(43,850)		(712,694)
Accretion of discount/amortization of premium	37,399		102		—		37,501
Net realized gain (loss)	(15,150)		(49)		7,212		(7,987)
Net change in unrealized appreciation (depreciation)	(26,142)		379		(3,456)		(29,219)
Transfers into Level 3 (1)	4,938		—		—		4,938
Transfers out of Level 3 (1)	(91,939)		—		—		(91,939)
Fair value, end of period	$	9,166,292	$	40,715	$	111,621	$	9,318,628
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2023 included in net unrealized appreciation (depreciation) on the Condensed Consolidated Statements of Operations	$	(27,360)	$	168	$	(3,463)	$	(30,655)

Table of ~~and for~~Contents


	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 Condensed 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 Condensed Consolidated Statements of Operations	$	(110,737)	$	(5,049)	$	12,320	$	(103,466)

(1)For the three and nine months ended ~~March 31, 2019:~~September 30, 2023 and 2022, transfers into or out of Level 3 were primarily due to decreased or increased price transparency.

Three Months Ended March 31, 2019
First Lien Debt Second Lien Debt
Forward Purchase
Obligation
Total
Fair value, beginning of period $ 328,125
$ —
$ (222 ) $ 327,903
Purchases of investments 260,286
11,082
—
271,368
Proceeds from principal repayments and sales of investments (12,770 ) —
—
(12,770 )
Accretion of discount/amortization of premium 360
3
—
363
Net change in unrealized appreciation (depreciation) 2,809
194
118
3,121
Transfers into Level 3 ⁽¹⁾
9,067
1,539
—
10,606
Transfers out of Level 3 ⁽¹⁾
(60,192 ) —
—
(60,192 )
Fair value, end of period $ 527,685
$ 12,818
$ (104 ) $ 540,399
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of March 31, 2019 included in net unrealized appreciation (depreciation) on the Consolidated Statement of Operations $ 2,770
$ 194
$ 118
$ 3,082

Table of Contents


~~(1)~~	For the three months ended March 31, 2019, transfers into Level 3 were primarily due to decreased price transparency. For the three months ended March 31, 2019, transfers out of Level 3 were primarily due to increased price transparency.

The following ~~table presents~~tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 financial ~~instruments as of March 31, 2019 and December 31, 2018. The table is~~instruments. These tables are not intended to be all-inclusive but instead ~~captures~~capture the significant unobservable inputs relevant to the Company’s determination of fair value.


	September 30, 2023
					Range
	Fair Value		Valuation Technique	Unobservable Input	Low		High		Weighted Average (1)
Investments in first lien debt	$	9,024,693	Yield analysis	Discount rate	6.39	%	28.06	%	11.00	%
	1,023		Market quotations	Broker quoted price	94.81		94.81		94.81
	140,576		Transaction price	N/A
	9,166,292
Investments in second lien debt	40,715		Yield analysis	Discount rate	10.77	%	14.81	%	12.81	%
Investments in equity	60,107		Market approach	Performance multiple	6.00x		31.00x		11.08x
	11,591		Option pricing model	Expected volatility	32.00	%	32.00	%	32.00	%
	39,506		Yield analysis	Discount rate	9.75	%	15.98	%	12.96	%
	417		Transaction price	N/A
	111,621
Total	$	9,318,628


	March 31, 2019												December 31, 2022
						Range											Range
	Fair Value			Valuation Technique	Unobservable Input	Low		High		Weighted Average			Fair Value		Valuation Technique	Unobservable Input	Low		High		Weighted Average (1)
Investments in first lien debt	$	425,711		Yield analysis	Discount rate	8.21	%	10.04	%	8.93	%	Investments in first lien debt	$	9,037,133	Yield analysis	Discount rate	6.83	%	19.84	%	10.13	%
	101,974			Broker quotations	Broker quoted price	91.50		100.31		97.21			238,378		Market quotations	Broker quoted price	82.00		96.75		94.19
	527,685												9,275,511
Investments in second lien debt	12,818			Broker quotations	Broker quoted price	98.75		100.25		100.07		Investments in second lien debt	46,336		Yield analysis	Discount rate	10.43	%	14.25	%	12.60	%
Forward purchase obligation ⁽¹⁾	(104		)	Yield analysis	Discount rate	8.37	%	9.21	%	8.64	%

Investments in equity												Investments in equity	105,782		Market approach	Performance Multiple	5.50x		29.00x		13.41x
													22,481		Option pricing model	Expected volatility	30.00	%	50.00	%	43.46	%
													22,686		Yield analysis	Discount rate	11.31	%	13.75	%	12.74	%
													150,949
Total	$	540,399										Total	$	9,472,796

(1)Weighted averages are calculated based on fair value of investments.

December 31, 2018
Range
Fair Value
Valuation
Technique

Unobservable
Input
Low High
Weighted
Average
Investments in first lien debt $ 232,818
Yield analysis Discount rate 8.84 % 9.90 % 9.34 %
95,307
Broker quotations Broker quoted price 92.50
99.75
96.91
328,125

Forward purchase obligation ⁽¹⁾
(222 ) Yield analysis Discount rate 9.13 % 9.13 % 9.13 %
Total $ 327,903


~~(1)~~	The forward purchase obligation is valued as the excess of the (a) agreed upon purchase price under the Forward Purchase Agreement over the (b) fair value of the underlying investments, which is calculated in the same manner as the Company’s debt investments. Refer to Note 7 for additional information.

The significant unobservable input used in the yield analysis is the discount rate based on comparable market yields. The significant unobservable input used for ~~broker~~market quotations are ~~the~~ broker quoted prices ~~which may include quotes from brokers, dealers and~~provided by independent pricing ~~services as indicated by comparable investments.~~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 ~~broker~~ quoted prices or Performance Multiples would result in a significantly lower fair value measurement.

~~Due to the inherent uncertainty~~

Table 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.Contents

Financial Instruments Not Carried at Fair Value

Debt

The ~~carrying amounts~~fair value of the Company’s ~~financial assets~~SPV Financing Facilities (as defined in Note 6) and ~~liabilities, other than investments at fair~~Revolving Credit Facility (as defined in Note 6), as of September 30, 2023 and December 31, 2022, approximates their carrying value ~~approximate fair value.~~as the credit facilities have variable interest based on selected short-term rates. These financial instruments ~~are~~would be categorized as Level 3 within the hierarchy.

The following table presents the fair value measurements of the Company's Unsecured Notes (as defined in Note 6) had they been accounted for at fair value. These financial instruments would be categorized as Level 3 as of September 30, 2023 and as Level 2 as of December 31, 2022 within the hierarchy.


	September 30, 2023		December 31, 2022
	Fair Value		Fair Value
2023 Notes	$	—	$	397,481
2026 Notes	738,705		740,171
New 2026 Notes	619,862		619,144
2027 Notes	530,005		546,117
2028 Notes	531,235		522,809
Total	$	2,419,807	$	2,825,722

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.

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 ~~March 31, 2019~~September 30, 2023 and December 31, ~~2018,~~2022, the Company’s asset coverage was ~~322.8%~~192.2% and ~~227.8%~~174.8%, respectively.

~~Subscription Facility~~

~~On November 6, 2018,~~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 ~~revolving~~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 ~~(the~~ ~~“Subscription Facility”~~)is limited to the value of its investment in the applicable SPV.

In connection with ~~Bank~~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 ~~America, N.A., as the administrative agent, the sole lead arranger, the letter~~default for similar financing transactions, including if a change of ~~credit issuer and a lender, and the other lenders from time to time party thereto.~~

~~The maximum commitment amount~~control of the ~~Subscription Facility is $200 million, subject to availability~~applicable SPV occurs. Upon the occurrence and during the continuation of an event of default, the lenders under the ~~borrowing base, which is based on the undrawn capital commitments of the shareholders, and restrictions imposed on borrowings under the 1940 Act. The maximum commitment amount of the Subscription~~applicable SPV Financing Facility may be increased to $400 million through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Company is permitted to borrow under the Subscription Facility for any purpose permitted under its constituent documents.

Borrowings under the Subscription Facility bear interest, at the Company’s election at the time of drawdown, at a rate per annum equal to (i) in the case of LIBOR rate loans, an adjusted LIBOR rate for the applicable interest period plus 2.00% or

(ii) in the case of reference rate loans, the greatest of (A) the prime rate plus 1.00%, (B) the federal funds rate plus 1.50%, and (C) one-month adjusted LIBOR plus 2.00%. Loans may be converted from one rate to another at any time at the Company’s election, subject to certain conditions. Effective November 6, 2018, the Company pays an unused commitment fee equal to (x) 0.30% per annum whendeclare the outstanding ~~principal obligations are less than 50% of the maximum commitment~~advances and ~~(y) 0.25% per annum when the outstanding principal obligations are greater than or equal to 50% of the maximum commitment.~~

~~The Subscription Facility will mature upon the earliest of: (i) November 6, 2019 (the~~ ~~“Stated Maturity Date”); (ii) the date upon which the administrative agent declares the~~all other obligations under the ~~Subscription~~applicable SPV Financing Facility immediately due and ~~payable after the~~payable. The occurrence of an event of ~~default; (iii) 30 days prior to~~default triggers a requirement that the termination of the Company’s constituent documents; (iv) 30 days prior to the date on which the Company’s ability to call capital contributions for the purpose of repaying the obligations under the Subscription Facility is terminated; and (v) the date the Company terminates the lender commitments pursuant to the Subscription Facility. The Stated Maturity Date may be extended, at the Company’s option, for two additional terms not longer than 364 days each, subject to customary conditions, including (x)applicable SPV obtain the consent of the ~~administrative agent and~~lenders under the ~~extending lenders and (y) payment of an extension fee.~~

~~The Subscription~~applicable SPV Financing Facility ~~is secured by a pledge of the Company’s right, title, and interest in and~~prior to ~~the undrawn capital commitments of the Company’s investors. The Subscription Facility includes customary affirmative and negative covenants and consent rights granted~~entering into any sale or disposition with respect to ~~the lenders, as well as usual and customary events of default for revolving credit facilities of this nature.~~portfolio investments.

As of ~~March~~September 30, 2023 and December 31, ~~2019,~~2022, the Company was in compliance with all covenants and other requirements of each of the ~~Subscription Facility.~~SPV Financing Facilities.

~~JPM SPV~~

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Jackson Hole Funding Facility

On November 16, 2018, Jackson Hole Funding, ~~LLC (“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 ~~February 6, 2019~~December 16, 2021 and amended effective as of September 16, 2022, and as further amended from time to time, the “~~JPM SPV~~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 ~~JPM SPV~~Jackson Hole Funding Facility.

Advances under the ~~JPM SPV~~Jackson Hole Funding Facility bear interest at a per annum rate equal to the ~~three-month LIBOR~~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 ~~2.50%~~2.375% per ~~annum. Effective January 16, 2019,~~annum for certain foreign currency advances to 2.525% per annum for dollar advances. Jackson Hole Funding pays a commitment fee of 0.60% per annum ~~(or 0.375% per annum until the date that is nine months from the date the JPM SPV Facility was entered into)~~ on the average daily unused amount of the financing commitments until ~~the third anniversary of the JPM SPV Facility.~~ November 16, 2023.

The ~~initial principal~~maximum commitment amount of the ~~JPM SPV~~Jackson Hole Funding Facility ~~is $300~~as of September 30, 2023 was $400 million. The ~~JPM SPV~~Jackson Hole Funding Facility has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the ~~JPM SPV~~Jackson Hole Funding Facility to up to ~~$600~~$900 million. Proceeds from borrowings under the ~~JPM SPV~~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 ~~JPM SPV~~Jackson Hole Funding Facility expires on November 16, ~~2021~~2023 and the ~~JPM SPV~~Jackson Hole Funding Facility is scheduled to mature on May 16, ~~2023 (“Maturity Date”~~).2025.

Jackson Hole Funding’s obligations to the lenders under the JPM SPV Facility are secured by a first priority security interest in Jackson Hole Funding’s portfolio of investments and cash. The obligations of Jackson HoleBreckenridge Funding ~~under the JPM SPV Facility are non-recourse to the Company, and the Company’s exposure under the JPM SPV Facility is limited to the value of its investment in Jackson Hole Funding.~~

In connection with the JPM SPV Facility, Jackson Hole Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM SPV Facility contains customary events of default for similar financing transactions, including if a change of control of Jackson Hole Funding occurs or if the Company is no longer the portfolio manager of Jackson Hole Funding. Upon the occurrence and during the continuation of an event of default, JPM may declare the outstanding advances and all other obligations under the JPM SPV Facility immediately due and payable.

The occurrence of an event of default (as described above) or a market value event (as defined in the JPM SPV Facility) triggers a requirement that Jackson Hole Funding obtain the consent of JPM prior to entering into any sale or disposition with respect to portfolio assets, and the occurrence of a market value event triggers the right of JPM to direct

~~Jackson Hole Funding to enter into sales or dispositions with respect to any portfolio assets, in each case in JPM’s sole discretion.~~

~~As of March 31, 2019, the Company was in compliance with all covenants and other requirements of the JPM SPV Facility.~~

~~BNP SPV~~ Facility

On December 21, 2018, Breckenridge Funding, ~~LLC (“Breckenridge Funding”),~~ the Company’s wholly-owned subsidiary that holds primarily syndicated loan investments, entered into a senior secured revolving credit facility ~~(as~~(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 “~~BNP SPV~~Breckenridge Funding Facility”) with BNP Paribas (“BNP”). BNP serves as administrative agent, Wells Fargo Bank, National Association (“Wells Fargo”) serves as collateral agent and the Company serves as servicer under the ~~BNP SPV~~Breckenridge Funding Facility.

Advances under the ~~BNP SPV~~Breckenridge Funding Facility bear interest at a per annum rate equal to the three-month ~~LIBOR~~Term SOFR (or other base rate) in effect, plus an applicable margin of ~~1.50% (or 1.25% prior to the collection period end date on June 3, 2019) to 2.15%~~1.70%, 2.05% or 2.30% per annum, as applicable, depending on the nature of the advances being requested under the facility. ~~Effective June 21, 2019,~~ Breckenridge Funding ~~will also pay~~pays 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 ~~the third anniversary of the BNP SPV Facility.~~December 21, 2024, in addition to certain other fees as agreed between Breckenridge Funding and BNP.

~~The maximum commitment amount of the BNP SPV Facility is $400 million.~~

Proceeds from borrowings under the ~~BNP SPV~~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 ~~BNP SPV~~Breckenridge Funding Facility for the remaining commitment amounts expires on December 21, ~~2021 (or such later date as may be agreed by~~2024, and the Breckenridge Funding ~~BNP, as administrative agent, and the lenders under the BNP SPV Facility) and the BNP SPV~~ Facility is scheduled to mature on December 21, ~~2023.~~2026.

~~Breckenridge Funding’s~~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 amended on March 30, 2023 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 serves as collateral administrator and the Company serves as manager under the Big Sky Funding Facility.

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 (a) until September 25, 2024, 1.80% per annum, and (b) from and after September 25, 2024, a range between 2.10% and 2.45% per annum depending on the nature of the collateral securing the advances. Big Sky Funding is required to utilize a minimum percentage of 80% of the financing commitments. Unused amounts below such minimum utilization amount accrue a fee at a rate of 1.60% per annum. In addition, Big Sky Funding pays 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.

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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. The period during which Big Sky Funding may make borrowings under the Big Sky Funding Facility expires on March 30, 2026 and the Big Sky Funding Facility is scheduled to mature on September 30, 2026.

Revolving Credit Facility

On June 15, 2020, the Company entered into a senior secured revolving credit facility (which was most recently amended on June 9, 2023, and as further amended from time to time, the “Revolving Credit Facility”) with Citibank, N.A. (“Citi”) serving as administrative agent and collateral agent.

The Revolving Credit Facility provides for borrowings in U.S. dollars and certain agreed upon foreign currencies. Borrowings under the Revolving Credit Facility are subject to compliance with a borrowing base. A portion of the Revolving Credit Facility consists of funded term loans in the aggregate principal amount of $385 million, and 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, 2027 (other than with respect to the foreign currency commitments of certain lenders in the amount of $200 million, which expire on June 28, 2026) and all amounts outstanding under the Revolving Credit Facility must be repaid by June 28, 2028 (other than with respect to the foreign currency commitments of certain lenders in the amount of $200 million, which mature on 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 ~~BNP SPV~~Revolving Credit Facility are secured by a first priority security interest in substantially all of ~~Breckenridge Funding’s portfolio of investments and cash. The obligations of Breckenridge Funding under the BNP SPV Facility are non-recourse to the Company, and~~ the Company’s ~~exposure under the BNP SPV Facility is limited to the value of its investment in Breckenridge Funding.~~assets.

In connection with the ~~BNP SPV~~Revolving Credit Facility, ~~Breckenridge Funding~~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.

The ~~BNP SPV~~Revolving Credit Facility contains customary events of default for similar financing ~~transactions, including if a change of control of Breckenridge Funding occurs or if the Company is no longer the servicer of Breckenridge Funding.~~transactions. Upon the occurrence and during the continuation of an event of default, ~~BNP~~Citi may terminate the commitments and declare the outstanding advances and all other obligations under the ~~BNP SPV~~Revolving Credit Facility immediately due and payable. ~~The occurrence of an event of default (as described above) suspends the ability of Breckenridge Funding to acquire or sell additional assets.~~

As of ~~March~~September 30, 2023 and December 31, ~~2019,~~2022, the Company was in compliance with all covenants and other requirements of the ~~BNP SPV~~Revolving Credit Facility.

~~At March 31, 2019~~

Unsecured Notes

The Company issued unsecured notes, as further described below: 2023 Notes, 2026 Notes, New 2026 Notes, 2027 Notes and 2028 Notes (each as defined below) which are collectively referred to herein 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 (as defined below) 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”).

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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, 2023 and December 31, ~~2018,~~2022, the Company was in compliance with all covenants and other requirements of each of the Unsecured Notes.

2023 Notes

On July 15, 2020, the Company issued $400 million aggregate principal amount of 3.650% notes due July 14, 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 bore interest at a rate of 3.650% per year payable semi-annually on January 14 and July 14 of each year, which commenced on January 14, 2021. The 2023 Notes were general unsecured obligations of the Company that ranked senior in right of payment to all of the Company’s existing and future indebtedness that was expressly subordinated in right of payment to the 2023 Notes, ranked pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, ranked 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 ranked structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The 2023 Notes matured on July 14, 2023 and were paid off consistent with the terms of the 2023 Notes Indenture.

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 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.

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.

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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 New 2026 Notes 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 2027 Notes 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, 2023
	Aggregate Principal Committed		Outstanding Principal		Carrying Value		Unamortized Debt Issuance Costs		Unused Portion (1)		Amount Available (2)
Jackson Hole Funding Facility(3)	$	400,000	$	223,019	$	223,019	$	—	$	176,981	$	176,981
Breckenridge Funding Facility	825,000		755,500		755,500		—		69,500		69,500
Big Sky Funding Facility	500,000		420,006		420,006		—		79,994		79,994
Revolving Credit Facility(4)	1,775,000		791,870		791,870		—		983,130		983,129
2026 Notes	800,000		800,000		795,891		4,109		—		—
New 2026 Notes	700,000		700,000		694,760		5,240		—		—
2027 Notes	650,000		650,000		640,719		9,281		—		—
2028 Notes	650,000		650,000		640,614		9,386		—		—
Total	$	6,300,000	$	4,990,395	$	4,962,379	$	28,016	$	1,309,605	$	1,309,604

March 31, 2019
Aggregate
Principal
Committed Outstanding
Principal Carrying
Value
Unused
Portion ⁽¹⁾

Amount
Available ⁽²⁾
Subscription Facility $ 200,000
$ 11,731
$ 11,731
$ 188,269
$ 168,762
JPM SPV Facility 300,000
120,000
120,000
180,000
86,333
BNP SPV Facility 400,000
152,315
152,315
247,685
146,415
Total $ 900,000
$ 284,046
$ 284,046
$ 615,954
$ 401,510

December 31, 2018
Aggregate
Principal
Committed Outstanding
Principal Carrying
Value
Unused
Portion ⁽¹⁾

Amount
Available ⁽²⁾
Subscription Facility $ 200,000
$ —
$ —
$ 200,000
$ 174,032
JPM SPV Facility 300,000
120,000
120,000
180,000
22,966
BNP SPV Facility 400,000
65,000
65,000
335,000
5,183
Total $ 900,000
$ 185,000
$ 185,000
$ 715,000
$ 202,181

(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 (USD) or certain other permitted currencies. As of ~~March~~September 30, 2023, the Company had no borrowings denominated in currencies other than USD.

(4)Under the Revolving Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2023, the Company had borrowings denominated in the following currencies other than USD:

•Canadian Dollars (CAD) 4.5 million

•Euros (EUR) 97.9 million

•British Pounds (GBP) 67.9 million


	December 31, 2022
	Aggregate Principal Committed		Outstanding Principal		Carrying Value		Unamortized Debt Issuance Costs		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		825,000		825,000		—		—		—
Big Sky Funding Facility	500,000		499,606		499,606		—		394		394
Revolving Credit Facility(4)	1,625,000		678,378		678,378		—		946,622		936,004
2023 Notes	400,000		400,000		398,850		1,150		—		—
2026 Notes	800,000		800,000		794,559		5,441		—		—
New 2026 Notes	700,000		700,000		693,432		6,568		—		—
2027 Notes	650,000		650,000		638,669		11,332		—		—
2028 Notes	650,000		650,000		639,202		10,798		—		—
Total	$	6,550,000	$	5,563,003	$	5,527,715	$	35,289	$	986,997	$	976,379

(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 (USD) or certain other permitted currencies. As of December 31, ~~2019~~2022, the Company had no borrowings denominated in currencies other than USD.

(4)Under the Revolving Credit Facility, the Company may borrow in USD or certain other permitted currencies. As of December 31, 2022, the Company had borrowings denominated in the following currencies other than USD:

•Canadian Dollars (CAD) 355.9 million

•Euros (EUR) 97.9 million

•British Pounds (GBP) 66.6 million

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As of September 30, 2023 and December 31, ~~2018, $3.8~~2022, $26.9 million and $44.5 million, respectively, of interest expense and $0.3 million and $0.8 million, ~~of interest expense and $0.2 million and $0.1 million~~respectively, of unused commitment fees ~~was~~were included in interest payable. For the three and nine months ended ~~March 31, 2019,~~September 30, 2023, the weighted average interest rate on all borrowings outstanding was ~~4.95%~~4.94% and 4.80% (including unused ~~fees)~~fees and accretion of net discounts on unsecured debt), respectively, and the average principal debt outstanding was ~~$353.7 million.~~

$5,033.7 million and $5,341.4 million, respectively. For the three and nine months ended ~~March 31, 2019,~~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.

The components of interest expense were as follows:


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Borrowing interest expense	$	60,262	$	50,992	$	183,515	$	128,789
Facility unused fees	1,402		602		3,439		1,292
Amortization of financing costs and debt issuance costs	1,649		1,420		4,645		3,729
Accretion of original issue discount	1,940		2,333		6,530		6,922
Total Interest Expense	$	65,253	$	55,347	$	198,129	$	140,732
Cash paid for interest expense	$	79,572	$	69,904	$	205,586	$	146,210

Three Months Ended
March 31, 2019
Borrowing interest expense $ 4,110
Facility unused fees 272
Amortization of financing costs 290
Total interest expense $ 4,672
Cash paid for interest expense $ 1,257

Note 7. Commitments and Contingencies

~~Portfolio Company Commitments~~

The Company’s 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 ~~March 31, 2019~~September 30, 2023 and December 31, ~~2018,~~2022, the Company had unfunded commitments, including delayed draw ~~terms~~term loans and revolvers, with an aggregate principal amount of ~~$83.2~~$760.6 million and ~~$54.7~~$690.3 million, ~~of unfunded commitments,~~ respectively.

~~Warehousing Transactions~~

~~The Company entered into two warehousing transactions whereby~~Additionally, from time to time, the ~~Company agreed, subject~~Adviser and its affiliates may commit to ~~certain conditions, to purchase certain assets from parties unaffiliated with~~an investment on behalf of the ~~Adviser. Such warehousing transactions were designed to assist~~investment vehicles it manages, including the ~~Company in deploying capital upon receipt of drawdown proceeds. One~~Company. Certain terms of these ~~warehousing transactions relates primarily to originated or anchor~~ investments ~~in middle market loans (the “Middle Market Warehouse”). The other warehouse related primarily to broadly syndicated loans (the “Syndicated Warehouse~~”are not finalized at the time of the commitment and ~~together with the Middle Market Warehouse, the “Warehousing Transactions~~”)each respective investment vehicle's allocation may change prior to the ~~acquisition of the equity interests of the Syndicated Warehouse by the Company and merger of the Syndicated Warehouse with the Company’s wholly-owned subsidiary, as described below.~~

~~Middle Market Warehouse~~

On September 10, 2018, the Company entered into a Warehousing Transaction for primarily middle market loans with a warehouse provider unaffiliated with the Adviser. After the Middle Market Warehouse arrangement was entered into, the warehouse provider became a holder of greater than 5% of the Company's outstanding shares. The warehouse investments for the Middle Market Warehouse are ultimately selected by the warehouse provider, in its sole discretion, for an account which it solely controls. Recommendations for such investments are made on a non-discretionary basis by an affiliate of the Adviser, but only if the Adviser has determined the investment is desirable for the Company. The Company is a party to a forward purchase agreement pursuant to which the Company agrees to purchase certain assets held in the Middle Market Warehouse at

a purchase price based on the cost of the asset to the warehouse provider plus amounts of unpaid interest, original issue discount and structuring fees accrued to the warehouse provider during the time the warehouse provider owned the asset.

~~Under the Middle Market Warehouse, the Company has until the maturity~~ date of funding. In this regard, as of September 10, 2019, which is one year from the commencement date of the warehouse, to purchase the assets in the warehouse. Additionally, the obligation to purchase assets from the warehouse provider is contingent on the Company raising sufficient funds to purchase such assets. The obligation to purchase such assets was also contingent on the assets meeting certain criteria and further the obligation to purchase such assets may be satisfied by another party (including an affiliate of the Company).

~~As of March 31, 2019~~30, 2023 and December 31, ~~2018, there was $52.8~~2022, the Company estimates that $359.9 million and $30.0 million in aggregate principal amounts of debt investments, respectively, in the Middle Market Warehouse, all of which the Company was obligated to purchase at a future date under forward purchase agreements.

Since the Company has a contractual obligation to acquire all qualifying assets in the Middle Market Warehouse through a forward purchase agreement, the mark-to-market gain/loss of all investments is recognized in the Company’s consolidated financial statements. The Company does not, however, have any direct interest in the underlying assets nor does it have the power to control the activities most significant to the economic performance of the Middle Market Warehouse, and therefore, such assets are not included in the Company’s consolidated financial statements. This gain/loss amount is calculated as the difference between (1) the current purchase price the Company would be obligated to pay to purchase each asset under the forward purchase agreement and (2) the current fair value as determined by the Company’s valuation policy. As of March 31, 2019 and December 31, 2018, the Company had a total unrealized loss of $0.1 million and $0.2$16.5 million, respectively, ~~relating to this forward purchase obligation.~~

~~During the three months ended March 31, 2019, the Company did~~of investments that were committed but not ~~purchase any debt investments from the Middle Market Warehouse.~~yet funded.

~~Syndicated Warehouse~~

On August 21, 2018, the Company entered into a Warehousing Transaction with a third party whereby the Company (or the Company’s designees) agreed, subject to certain contingencies, to purchase the equity interests of a warehouse vehicle from such third party at a price equal to the initial capital contribution made by the third party equity holder plus accrued but unpaid interest on the underlying assets in the warehouse vehicle remaining after the payment of all other obligations outstanding under the credit agreement of the Syndicated Warehouse vehicle other than principal on the loan made under such credit agreement. The warehouse investments for the Syndicated Warehouse vehicle were selected by an affiliate of the Adviser as the collateral manager of the Syndicated Warehouse. Neither the Adviser nor any of its affiliates received any additional compensation from the Company in connection with serving as collateral manager of the warehouse vehicle.

The Company exercised its rights to acquire the equity interests of the Syndicated Warehouse on December 11, 2018, at which time the assets and liabilities of the warehouse started to be included in the Company’s consolidated financial statements for a total purchase price of $24.9 million. For the period ended December 31, 2018, the Company recorded a loss $0.6 million, which represented the excess of total consideration paid for the equity interests over the fair value of the net assets of the Syndicated Warehouse the Company assumed on the date of acquisition.

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 ~~March~~September 30, 2023 and December 31, ~~2019,~~2022, management is not aware of any material pending ~~or threatened litigation.~~legal proceedings.

Note 8. Net Assets

~~Capital Activity~~

~~In connection with its formation, the~~Shares Issued

The Company has the authority to issue an unlimited number of shares at $0.001 per share par value. ~~The following table summarizes capital activity during the three months ended March 31, 2019:~~

Par Amount Capital in Excess of Par Value Distributable Earnings (loss) Total Net Assets
Balance, beginning of period $ 10
$ 239,246
$ (2,891 ) $ 236,365
Common stock issued 15
389,567
—
389,582
Net investment income (loss) —
—
6,572
6,572
Net realized gain (loss) on investments —
—
1,726
1,726
Net change in unrealized appreciation (depreciation) on investments —
—
5,671
5,671
Dividends declared —
—
(7,163 ) (7,163 )
Balance, end of period $ 25
$ 628,813
$ 3,915
$ 632,753

~~Subscriptions and Drawdowns~~

~~During the three months ended March 31, 2019,~~On October 28, 2021, the Company ~~entered into subscription~~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 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 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.

On August 14, 2023, the Company completed a follow-on offering under its shelf registration statement, issuing 6,500,000 of its common shares of beneficial interest at a price to the underwriters of $26.78 per share. Net of underwriting fees, the Company received cash proceeds, before offering expenses, of $174.1 million. On August 18, 2023, the underwriters exercised, in full, their option to purchase an additional 975,000 shares of common shares, which resulted in cash proceeds, before offering expenses, of $26.1 million. The Company incurred offering expenses of $0.4 million in connection with the follow-on offering.

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As of September 30, 2023, the Company is party to five separate equity distribution agreements ~~(the “Subscription~~with sales agents (“Equity Distribution Agreements”), pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $400 million of its common shares of beneficial interest. Sales of common shares made pursuant to the Equity Distribution Agreements~~”) with investors providing for~~ may be made in negotiated transactions or transactions that are deemed to be “at-the-market” offerings as defined in Rule 415(a)(5) under the ~~private placement~~Securities Act of 1933, as amended. Actual sales depend on a variety of factors including market conditions, the trading price of the Company’s ~~shares. Under~~common shares, the ~~terms~~Company’s capital needs, and the Company’s determination of the ~~Subscription Agreements, investors are required~~appropriate sources of funding 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.~~meet such needs. As of ~~March 31, 2019,~~September 30, 2023, common shares with an aggregate sales price of $264.1 million remained available for issuance under the ~~Company had received Capital Commitments totaling $1,391.0 million ($762.1 million remaining undrawn), of which $24.0 million ($12.3 million remaining undrawn) are from affiliates of the Adviser.~~Equity Distribution Agreements.

The following table summarizes the total common shares issued and proceeds received, ~~related to the Company’s initial capitalization and capital drawdowns delivered pursuant to the Subscription Agreements~~ for the three months ended ~~March 31, 2019~~September 30, 2023, through the "at-the-market" offering program (dollars in ~~millions)~~thousands except per share amounts):


Issuances of Common Shares	Number of Common Shares Issued	Gross Proceeds		Placement Fees/Offering Expenses		Net Proceeds		Average Share Price (1)
“At-the-market” Offering	378,381	$	10,605	$	97	$	10,508	$	27.77

(1) Represents the net offering price per share after deducting placement fees and commissions and offering expenses.

The following table summarizes the total common shares issued and proceeds received, for the nine months ended September 30, 2023, through the "at-the-market" offering program (dollars in thousands except per share amounts):


Issuances of Common Shares	Number of Common Shares Issued	Gross Proceeds		Placement Fees/Offering Expenses		Net Proceeds		Average Share Price (1)
“At-the-market” Offering	5,011,149	$	135,944	$	166	$	135,778	$	27.10

(1) Represents the net offering price per share after deducting placement fees and commissions and offering expenses.

No common shares were issued for the three and nine months ended September 30, 2022, other than those issued through the Company's dividend reinvestment program.

Distributions

Common Share Issuance Date Number of
Common
Shares Issued Aggregate
Offering Price
January 24, 2019 5,666,095
$ 142.1
March 28, 2019 ⁽¹⁾
9,818,817
247.5
Total 15,484,912
$ 389.6


~~(1)~~	On March 14, 2019, the Company issued a capital call and delivered capital drawdown notices totaling $247.5 million, of which $33.1 million was still outstanding as of March 31, 2019 and recorded as a subscription receivable on the Consolidated Statements of Assets and Liabilities.

~~Distributions~~The following table summarizes the Company’s distributions declared and ~~Dividend Reinvestment~~

payable for the nine months ended September 30, 2023 (dollars in thousands except per share amounts):


Date Declared	Record Date	Payment Date	Per Share Amount		Total Amount
February 27, 2023	March 31, 2023	April 27, 2023	$	0.7000	$	112,400
May 10, 2023	June 30, 2023	July 27, 2023	0.7000		115,783
June 20, 2023	September 30, 2023	October 26, 2023	0.7700		133,552
Total distributions			$	2.1700	$	361,735

The following table summarizes the Company’s distributions declared and payable ~~since inception as~~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


Total distributions			$	2.3100	$	385,552

(1)Represents a special distribution.

Table of ~~March 31, 2019:~~

Contents

Date Declared Record Date Payment Date Per Share Amount Total Amount
January 22, 2019 January 23, 2019 May 15, 2019 $ 0.1239
$ 1,192
February 28, 2019 March 27, 2019 May 15, 2019 0.3536
5,406
March 26, 2019 March 31, 2019 May 15, 2019 0.0225
565
Total distributions $ 0.5000
$ 7,163
Dividend Reinvestment

~~With respect to distributions, the~~The Company has adopted ~~an “opt out”~~a dividend reinvestment plan ~~for shareholders.~~(“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, inif the ~~event of~~Board and the Company declares, a ~~declared dash distribution~~cash dividend or other distribution, ~~each shareholder that has~~then the Company’s shareholders who have not ~~“opted out”~~opted out of ~~the~~

its dividend reinvestment plan will have their ~~dividends or~~cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash ~~distributions.~~ 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 NAV per share, the Company will issue shares at the greater of (i) the most recently computed NAV 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 NAV per share). For example, if the most recently computed NAV 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 NAV 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 NAV 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.~~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.

Pursuant to our dividend reinvestment plan, the following table summarizes the amounts and shares issued to shareholders who have not opted out of the Company’s DRIP during the nine months ended September 30, 2023 (dollars in thousands except share amounts):


Payment Date	DRIP Shares Value		DRIP Shares Issued
January 31, 2023	$	5,132	208,510
April 27, 2023	5,439		213,130
July 27, 2023	4,635		172,888
Total distributions	$	15,206	594,528

The following table summarizes the amounts 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	11,470		455,148
Total distributions	$	39,440	1,513,356

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 our common shares at prices below our NAV 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 10b5-1 Plan terminated by its own terms in November 2022.

In February 2023, the Board authorized a share repurchase plan, under which we may repurchase up to $250 million in the aggregate of our outstanding common shares in the open market at prices below our NAV per share for a one-year term, in accordance with the guidelines specified in Rule 10b-18 of the Exchange Act (the “Company 10b-18 Plan”, and together with the Company 10b5-1 Plan, the “Share Repurchase Plans”).

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For the three and nine months ended September 30, 2023, the Company did not repurchase any of its shares under the Share Repurchase Plans.

The following table summarizes the shares repurchased under the Company 10b5-1 Plan during the three and 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

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:~~share (dollars in thousands except share and per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net increase (decrease) in net assets resulting from operations	$	170,995	$	95,946	$	454,643	$	282,777
Weighted average shares outstanding (basic and diluted)	169,843,500		165,031,737		163,842,428		167,986,923
Earnings (loss) per common share (basic and diluted)	$	1.01	$	0.58	$	2.77	$	1.68

Three Months Ended
March 31, 2019
Net increase (decrease) in net assets resulting from operations $ 13,969
Weighted average shares outstanding (basic and diluted) 14,275,804
Earnings (loss) per common share (basic and diluted) $ 0.98

Note 10. ~~Income Taxes~~

Taxable income during the three months ended March 31, 2019 differs from net increase (decrease) in net assets resulting from operations primarily due to unrealized appreciation (depreciation) on investments, as gainsFinancial Highlights and ~~losses are generally not included in taxable income until realized.~~

The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, undistributed net investment income or undistributed net realized gains on investments, as appropriate. For the three months ended March 31, 2019, there were no permanent differences.

~~The following reconciles the net increase (decrease) in net assets resulting from operations to taxable income for the three months ended March 31, 2019:~~

Three Months Ended
March 31, 2019
Net increase (decrease) in net assets resulting from operations $ 13,969
Net unrealized (appreciation) depreciation (5,671 )
Taxable/Distributable Income $ 8,298

~~The cost and unrealized gain (loss) on the Company’s financial instruments, as calculated on a tax basis, at March 31, 2019 are as follows:~~

March 31, 2019
Gross unrealized appreciation $ 5,078
Gross unrealized depreciation (3,534 )
Net unrealized appreciation (depreciation) 1,544

Tax cost of investments at period end $ 933,651

~~Note 11. Financial Highlights~~Senior Securities

The following are the financial highlights for the ~~three~~nine months ended ~~March 31, 2019:~~September 30, 2023 and 2022:


	Nine Months Ended September 30,
	2023			2022
Per Share Data (1):
Net asset value, beginning of period	$	25.93		$	26.27
Net investment income	2.94			2.02
Net unrealized and realized gain (loss)	(0.17)			(0.33)
Net increase (decrease) in net assets resulting from operations	2.77			1.69
Distributions declared (2)	(2.17)			(2.31)
Net increase (decrease) in net assets from capital share transactions	0.01			0.11
Total increase (decrease) in net assets	0.61			(0.51)
Net asset value, end of period	$	26.54		$	25.76
Shares outstanding, end of period	173,443,538			161,823,803
Total return based on NAV (3)	11.04		%	7.06		%
Total return based on market value (4)	32.21		%	(29.72)		%
Ratios:
Ratio of net expenses to average net assets (5)	11.20		%	7.83		%
Ratio of net investment income to average net assets (5)	14.49		%	10.27		%
Portfolio turnover rate	6.40		%	8.28		%
Supplemental Data:
Net assets, end of period	$	4,602,595		$	4,168,531
Asset coverage ratio	192.2		%	175.1		%

(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 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 and management fee and income based incentive fee waivers by the Adviser (refer to Note 3). For the nine months ended September 30, 2023 and 2022, the ratio of total operating expenses to average net assets was 11.94% and 8.70%, 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 (0.74)% and (0.87)%, respectively, of average net assets.

Three Months Ended
March 31, 2019
Per Share Data:
Net asset value, beginning of period $ 24.57
Net investment income ⁽¹⁾
0.46
Net unrealized and realized gain (loss) ⁽²⁾
0.31
Net increase (decrease) in net assets resulting from operations 0.77
Distributions declared ⁽³⁾
(0.50 )
Issuance of common shares ⁽⁴⁾
0.36
Total increase (decrease) in net assets 0.63
Net asset value, end of period $ 25.20
Shares outstanding, end of period 25,106,231
Total return based on NAV ⁽⁵⁾
4.60 %
Ratios:
Ratio of net expenses to average net assets ⁽⁶⁾
9.82 %
Ratio of net investment income to average net assets ⁽⁶⁾
7.44 %
Portfolio turnover rate 20.97 %
Supplemental Data:
Net assets, end of period 632,753
Total capital commitments, end of period 1,390,990
Ratios of total contributed capital to total committed capital, end of period 45.21 %
Asset coverage ratio 322.8 %


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


~~(2)~~	~~For the three months ended March 31, 2019, the amount shown does not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions.~~


~~(3)~~	~~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).~~


~~(4)~~	~~Increase (decrease) is due to the offering price of subscriptions during the period. All issuances were at then current NAV as determined by the Board.~~


~~(5)~~	~~Total return (not annualized) is calculated as the change in NAV per share during the period, plus distributions per share, divided by the beginning NAV per share.~~


~~(6)~~	Amounts are annualized except for expense support amounts relating to organizational costs. The ratio of total operating expenses to average net assets was 10.47% on an annualized basis, excluding the effect of expense support which represented 0.65% of average net assets.

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The following is information about the Company’s senior securities as of the dates indicated in the below table:


Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1) ($ in millions)		Asset Coverage per Unit (2) ($ in millions)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)
Subscription Facility (5)
September 30, 2023	$	—	$	—	—	N/A
December 31, 2022	—		—		—	N/A
December 31, 2021	—		—		—	N/A
December 31, 2020	—		—		—	N/A
December 31, 2019	119.8		2,151.0		—	N/A
December 31, 2018	—		—		—	N/A
Jackson Hole Funding Facility
September 30, 2023	223.0		1,922.0		—	N/A
December 31, 2022	360.0		1,748.0		—	N/A
December 31, 2021	361.0		1,802.0		—	N/A
December 31, 2020	362.3		2,300.0		—	N/A
December 31, 2019	514.2		2,151.0		—	N/A
December 31, 2018	120.0		2,278.0		—	N/A
Breckenridge Funding Facility
September 30, 2023	755.5		1,922.0		—	N/A
December 31, 2022	825.0		1,748.0		—	N/A
December 31, 2021	568.7		1,802.0		—	N/A
December 31, 2020	569.0		2,300.0		—	N/A
December 31, 2019	820.3		2,151.0		—	N/A
December 31, 2018	65.0		2,278.0		—	N/A
Big Sky Funding facility
September 30, 2023	420.0		1,922.0		—	N/A
December 31, 2022	499.6		1,748.0		—	N/A
December 31, 2021	499.6		1,802.0		—	N/A
December 31, 2020	200.3		2,300.0		—	N/A
December 31, 2019	—		—		—	N/A
December 31, 2018	—		—		—	N/A
Revolving Credit Facility
September 30, 2023	791.9		1,922.0		—	N/A
December 31, 2022	678.4		1,748.0		—	N/A
December 31, 2021	915.0		1,802.0		—	N/A
December 31, 2020	182.9		2,300.0		—	N/A
December 31, 2019	—		—		—	N/A
December 31, 2018	—		—		—	N/A
2023 Notes (6)
September 30, 2023	—		—		—	N/A
December 31, 2022	400.0		1,748.0		—	N/A
December 31, 2021	400.0		1,802.0		—	N/A
December 31, 2020	400.0		2,300.0		—	N/A

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Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1) ($ in millions)		Asset Coverage per Unit (2) ($ in millions)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)
December 31, 2019	$	—	$	—	—	N/A
December 31, 2018	—		—		—	N/A
2026 Notes
September 30, 2023	800.0		1,922.0		—	N/A
December 31, 2022	800.0		1,748.0		—	N/A
December 31, 2021	800.0		1,802.0		—	N/A
December 31, 2020	800.0		2,300.0		—	N/A
December 31, 2019	—		—		—	N/A
December 31, 2018	—		—		—	N/A
New 2026 Notes
September 30, 2023	700.0		1,922.0		—	N/A
December 31, 2022	700.0		1,748.0		—	N/A
December 31, 2021	700.0		1,802.0		—	N/A
December 31, 2020	—		—		—	N/A
December 31, 2019	—		—		—	N/A
December 31, 2018	—		—		—	N/A
2027 Notes
September 30, 2023	650.0		1,922.0		—	N/A
December 31, 2022	650.0		1,748.0		—	N/A
December 31, 2021	650.0		1,802.0		—	N/A
December 31, 2020	—		—		—	N/A
December 31, 2019	—		—		—	N/A
December 31, 2018	—		—		—	N/A
2028 Notes
September 30, 2023	650.0		1,922.0		—	N/A
December 31, 2022	650.0		1,748.0		—	N/A
December 31, 2021	650.0		1,802.0		—	N/A
December 31, 2020	—		—		—	N/A
December 31, 2019	—		—		—	N/A
December 31, 2018	—		—		—	N/A

(1)Total amount of each class of senior securities outstanding at the end of the period presented.

(2)Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.

(3)The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The “-” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.

(4)Not applicable because the senior securities are not registered for public trading.

(5)The Subscription Facility was terminated on November 3, 2020.

(6)The 2023 Notes matured on July 14, 2023 and were paid off consistent with the terms of the 2023 Notes Indenture.

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Note ~~12.~~11. Subsequent Events

On November 8, 2023, the Board declared a distribution of $0.77 per share to shareholders of record as of December 31, 2023, which is payable on January 26, 2024.

~~In April 2019,~~On October 31, 2023, the Company ~~received~~amended the ~~remaining outstanding~~Breckenridge Funding Facility to increase the maximum commitment amount ~~of $33.1~~from $825.0 million ~~related~~to $1,025 million. No amendments were made to the ~~capital call issued on March 14, 2019.~~interest rate or maturity date of the facility as disclosed in Note 7.

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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. ~~Consolidated~~ Financial ~~Statements.”~~Statements” hereto and “Part II, Item 8--Consolidated Financial Statement and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2022, as updated from time to time by the Company's periodic filings with the SEC. This discussion contains forward-looking statements ~~which relate to future events our future performance or financial condition~~ and involves numerous risks, uncertainties, and ~~uncertainties,~~other factors outside of the Company's control including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of our ~~annual report~~Annual Report on Form 10-K for the year ended December 31, ~~2018 and Part II, Item 1A of and elsewhere in this Form 10-Q.~~2022, as updated from time to time by the Company's periodic filings with the SEC.

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 ~~intend to elect~~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 ~~expect to~~generally invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in secured debt investments ~~(including investments that are secured by equity interests). We anticipate that~~and our portfolio ~~will be~~is composed primarily of first lien senior secured and unitranche ~~loans (including first out/last out loans), generally with total investment sizes less than $300 million, which criteria may change from time to time.~~loans. To a lesser extent, we have and may continue to also invest in second lien, third lien, unsecured or subordinated loans ~~generally with total investment sizes less than $100 million, which criteria may change from time to time,~~ and other debt and equity securities. In limited instances we may retain the “last out” portion of a first-lien loan. In such cases, the “first out” portion of the first lien loan would receive priority with respect to payment over our “last out” position. In exchange for the higher risk of loss associated with such “last out” portion, we would earn a higher rate of interest than the “first out” position. We do not ~~expect to~~currently focus on investments in issuers that are distressed or in need of rescue financing.

We commenced our loan origination and investment activities contemporaneously with the Initial Drawdown on November 20, 2018. The proceeds from the Initial Drawdown and availability under our credit facilities provided us with the necessary seed capital to commence operations. See ~~“—Financial Condition, Liquidity and Capital Resources—Borrowings.” We have entered into Warehousing Transactions that provide for the purchase of certain investments in connection with our commencement of operations. See~~ ~~“—Off-Balance Sheet Arrangements—Warehousing Transactions.” We anticipate raising additional equity capital for investment purposes through additional closings under the Private Offering.~~

Key Components of Our Results of Operations

Investments

We focus primarily on loans and securities, including syndicated loans, of private U.S. companies, ~~specifically~~which includes small and middle market companies, which we define as companies with annual revenue of $50 million to $2.5 billion, at the time of investment. Specifically, we expect to target companies with $25 million to $75 million of EBITDA.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 and capital appreciation on either direct equity investments or equity interests obtained in connection with originating loans, such as options, warrants or conversion rights.~~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, SONIA, etc. 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 from various fees in the ordinary course of business such as in the form of commitment, loan origination, structuring, ~~or diligence~~consent, waiver, amendment, syndication and other miscellaneous fees as well as fees for providing managerial assistance to our portfolio ~~companies, and possibly consulting fees.~~companies.

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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 ~~will~~ 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 (including information technology 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.

With respect to costs incurred in connection with the Company's organization and offering costs, if actual organization and offering costs incurred exceed 0.10% of our total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent our Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on our behalf provided that the total organization and offering costs borne by the us do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in our Private Offering by a placement agent or similar party will not be considered organization or offering expenses of the Company for purposes of our cap on organization and offering expenses.

From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or ~~services.~~services on our behalf. We will reimburse the Adviser, Administrator or such affiliates thereof for any such ~~amounts paid on our behalf.~~amounts. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. ~~In this regard, the~~The Administrator has ~~waived the right~~elected to ~~be reimbursed~~forgo any reimbursement for rent and ~~related~~other occupancy ~~costs.~~costs for the three and nine months ended September 30, 2023 and 2022. However, the Administrator may seek reimbursement for such costs in future periods. All of the foregoing expenses will ultimately be borne by our ~~shareholders, subject to the cap on organization and offering expenses described above.~~shareholders.

Costs and expenses of the Administrator and the Adviser that are eligible for reimbursement by us will be reasonably allocated ~~to the Company~~ 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.

On December 12, 2018, we entered into an Expense Support Agreement with the Adviser. The Expense Support Agreement provides that, at such times as the Adviser determines, the Adviser may pay certain Expense Payments

Table of the Company, provided that no portion of the payment will be used to pay any interest expense of ours. Such Expense Payment will be made in any combination of cash or other immediately available funds no later than forty-five days after a written commitment from the Adviser to pay such expense, and/or by an offset against amounts due from us to the Adviser or its affiliates. Following any calendar quarter in which Available Operating Funds (as defined in the Expense Support Agreement) exceed Excess Operating Funds, we shall pay Reimbursement Payments to the Adviser until such time as all Expense Payments made by the Adviser to us within three years prior to the last business day of such calendar quarter have been reimbursed. The amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by the Adviser to us within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by us to the Adviser. The Expense Support Agreement provides additional restrictions on the amount of each Reimbursement Payment for any calendar quarter. The Adviser may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, so that such Reimbursement Payment may be reimbursable in a future calendar quarter.Contents

Portfolio and Investment Activity

For the three months ended ~~March 31, 2019,~~September 30, 2023, we acquired ~~$579.8~~$656.0 million aggregate principal amount of investments (including ~~$34.9~~$304.5 million of unfunded commitments), ~~$567.0~~$654.1 million of which was first lien debt and ~~$12.8~~$1.9 million of which was ~~second lien debt.~~equity.

As of March 31, 2019, based on fair value, our portfolio consisted of 98.00% first lien debt investments and 2.00% second lien debt investments. As of March 31, 2019, our weighted average total yield of debt and income producing securities at cost and fair value was 8.86% and 8.84%, respectively. As of March 31, 2019 we had investments in 54 portfolio companies with an aggregate fair value of $935.2 million.

As of December 31, 2018, based on fair value, our portfolio consisted of 98.84% first lien debt investments and 1.16% second lien debt investments. As of December 31, 2018, our weighted average total yield of debt and income producing securities at cost and fair value was 8.70% and 8.76%, respectively. As of December 31, 2018, we had investments in 61 portfolio companies with an aggregate fair value of $545.3 million.

Our investment activity ~~for the three months ended March 31, 2019~~ 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,
	2023			2022
Investments:
Total investments, beginning of period	$	9,353,286		$	10,021,140
New investments purchased	389,724			234,690
Payment-in-kind interest capitalized	13,382			11,340
Net accretion of discount on investments	9,066			15,354
Net realized gain (loss) on investments	(8,996)			31,249
Investments sold or repaid	(205,349)			(608,436)
Total investments, end of period	$	9,551,113		$	9,705,337
Amount of investments funded at principal:
First lien debt investments	$	350,790		$	259,174
Second lien debt investments	—			—
Unsecured debt	—			—
Equity investments	766			2,160
Total	$	351,556		$	261,334
Proceeds from investments sold or repaid:
First lien debt investments	$	(205,349)		$	(557,156)
Second lien debt investments	—			—
Unsecured debt	—			—
Warrants	—			(8,514)
Equity investments	—			(42,766)
Total	$	(205,349)		$	(608,436)
Number of new investments in new portfolio companies	10			10
Average new investment commitment amount	$	43,734		$	24,724
Weighted average yield of new investments	12.23		%	9.30		%
Weighted average yield on investments fully sold or paid down	11.57		%	7.81		%

	September 30, 2023			December 31, 2022
Number of portfolio companies	188			176
Weighted average yield on debt and income producing investments, at amortized cost(1)(2)	11.82		%	10.64		%
Weighted average yield on debt and income producing investments, at fair value(1)(2)	11.93		%	10.73		%
Average loan to value (LTV)(3)	46.9		%	47.5		%
Percentage of debt investments bearing a floating rate(6)	99.9		%	99.9		%
Percentage of debt investments bearing a fixed rate (4)(6)	0.0		%	0.1		%
Percentage of assets on non-accrual (4)(5)	0.0		%	0.0		%

(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.

As of and for the three months ended March 31, 2019
Investments:
Total investments, beginning of period $ 548,753
New investments purchased 540,294
Net accretion of discount on investments 766
Net realized gain (loss) on investments 1,726
Investments sold or repaid (158,469 )
Total investments, end of period $ 933,070
Amount of investments funded at principal
First lien debt investments $ 538,526
Second lien debt investments 12,750
Total $ 551,276
Proceeds from investments sold or repaid:
First lien debt investments $ (156,421 )
Second lien debt investments (322 )
Total $ (156,743 )
Number of portfolio companies 54
Weighted average yield on debt and income producing investments, at
cost⁽¹⁾
8.86 %
Weighted average yield on debt and income producing investments, at
fair value⁽¹⁾
8.84 %
Percentage of debt investments bearing a floating rate 100 %
Percentage of debt investments bearing a fixed rate 0 %

~~(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 first lien and second lien debt (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 ~~March 31, 2019~~September 30, 2023 and December 31, ~~2018,~~2022, the weighted average total portfolio yield at cost was 11.73% and 10.52%, respectively. The weighted average total portfolio yield at fair value was 11.79% and 10.56%, respectively.

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(3)Includes all private debt investments for which fair value is determined by our ~~investments consisted~~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 ~~following (dollar amounts in thousands):~~portfolio company as of the most recent quarter end.

(4)Amount rounds to less than 0.1% for September 30, 2023.

March 31, 2019 December 31, 2018
Cost Fair Value % of Total
Investments at
Fair Value Cost Fair Value % of Total
Investments at
Fair Value
First lien debt $ 914,573
$ 916,462
98.00 % $ 542,395
$ 538,983
98.84 %
Second lien debt 18,497
18,734
2.00
6,358
6,342
1.16
Total $ 933,070
$ 935,196
100.00 % $ 548,753
$ 545,325
100.00 %
(5)As a percentage of total amortized cost of Investments. Assets on non-accrual represented less than 0.1% and 0.0% of total fair value of Investments as of September 30, 2023 and December 31, 2022, respectively.

~~Active management~~(6)As a percentage of total fair value of debt investments. As of September 30, 2023 and December 31, 2022, debt investments bearing a floating rate represented 98.8% and 98.3% , respectively, of total Investment at fair value.

As of September 30, 2023, our portfolio companies had a weighted average annual revenue of $721.3 million and weighted average annual EBITDA of $185.5 million. These calculations include all private debt investments for which fair value is ~~performed~~determined by the team responsible for making the initial investment. The Adviser believes that actively managing an investment allows the Investment Team to identify problems early and work with companies to develop constructive solutions when necessary. The Adviser monitors our portfolioBoard of Trustees in conjunction with a ~~focus toward anticipating negative credit events. In seeking to maintain~~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 ~~performance~~financial statements, have not been independently verified by us, and ~~help~~may reflect a normalized or adjusted amount. Accordingly, we make no representation or warranty in respect of this information.

For additional information on our Investments, see “Item 1. Financial Statements—Notes to ~~increase the likelihood of a successful exit, the Adviser works closely with, as applicable, the lead equity sponsor, loan syndicator, portfolio company~~Condensed Consolidated Financial Statements—Note 4. Investments.”

management, consultants, advisers and other security holders to discuss financial position, compliance with covenants, financial requirements and execution of the company’s business plan. In addition, depending on the size, nature and performance of the transaction, we may occupy a seat or serve as an observer on a portfolio company’s board of directors or similar governing body.

Typically, GSO receives financial reports detailing operating performance, sales volumes, margins, cash flows, financial position and other key operating metrics typically on a quarterly basis from portfolio companies. GSO uses this data, combined with due diligence gained through contact with the company’s customers, suppliers, competitors, market research and other methods, to conduct an ongoing, rigorous assessment of the company’s operating performance and prospects.

~~Results~~Other Commitments and Contingencies

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of ~~Operations~~

~~Comparative financial statements are not presented as we had yet to be capitalized and had neither incurred expenses nor generated revenues for the year ago period. We were initially capitalized on~~its business. At September ~~14, 2018 and commenced our operations on November 20, 2018. The following table represents the operating results for the three months ended March 31, 2019 (dollar amounts in thousands):~~

Three Months Ended
March 31, 2019
Total investment income $ 15,239
Less: Net expenses 8,667
Net investment income 6,572
Net unrealized appreciation (depreciation) 5,671
Net realized gain (loss) 1,726
Net increase (decrease) in net assets resulting from operations $ 13,969

~~Investment Income~~

~~Investment income for the three months ended March 31, 2019, was as follows (dollar amounts in thousands):~~

Three Months Ended
March 31, 2019
Interest income $ 15,226
Fee income 13
Total investment income $ 15,239

For the three months ended March 31, 2019, total investment income was driven by our deployment of capital and increased invested balance of investments. The size of our investment portfolio at fair value increased from $545.3 million at December 31, 2018 to $935.2 million at March 31, 2019 and all investments were income producing senior secured debt investments. There were no loans on non-accrual status as of March 31, 201930, 2023 and December 31, ~~2018.~~2022, management is not aware of any material pending legal proceedings.

~~Expenses~~Note 8. Net Assets

~~Expenses for~~

Shares Issued

The Company has the ~~three months ended March 31, 2019 were as follows (dollar amounts~~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 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 ~~thousands):~~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.

Three Months Ended
March 31, 2019
Interest expense $ 4,672
Management fees 1,492
Income based incentive fee 1,143
Capital gains incentive fee 475
Professional fees 233
Board of Trustees' fees 123
Administrative service expenses 426
Other general and administrative 451
Amortization of offering costs 222
Total expenses 9,237
Expense support (570 )
Net expenses $ 8,667

~~For~~On August 14, 2023, the ~~three months ended March 31, 2019, net~~Company completed a follow-on offering under its shelf registration statement, issuing 6,500,000 of its common shares of beneficial interest at a price to the underwriters of $26.78 per share. Net of underwriting fees, the Company received cash proceeds, before offering expenses, ~~were primarily comprised~~ of ~~interest expense~~$174.1 million. On August 18, 2023, the underwriters exercised, in full, their option to purchase an additional 975,000 shares of ~~$4.7 million, management fees~~common shares, which resulted in cash proceeds, before offering expenses, of ~~$1.5 million, an income based incentive fee of $1.1 million, a capital gains incentive fee of $0.5 million, administrative service~~$26.1 million. The Company incurred offering expenses of $0.4 million ~~and other expenses~~in connection with the follow-on offering.

Table of ~~$1.0 million; offset by expense support by~~Contents

As of September 30, 2023, the ~~Adviser of $0.6 million.~~

Interest expense for the three months ended March 31, 2019 was driven by $353.7 million of average borrowings (at an average effective interest rate, including unused fees, of 4.95%) under our credit facilities relatedCompany is party to borrowing for investments. Management fees for the three months ended March 31, 2019 were driven by our deployment of capital. For the three months ended March 31, 2019, there was $7.7 million of pre-incentive fee net investment income which resulted in income based incentive fees of $1.1 million. For the three months ended March 31, 2019, there was $3.2 million of cumulative realized and unrealized gain (loss) which resulted in an accrual of $0.5 million of capital gains incentive fees. 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 than in the prior period. If such cumulative amount is negative, then there is no accrual.

Organization costs and offering costs include expenses incurred in our initial formation and our Private Offering. Professional fees include legal, rating agencies, audit, tax, valuation, technology and other professional fees incurred related to the management of us. Administrative service fees 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. Other general and administrative expenses include insurance, filing, research, subscriptions and other costs. Expense support consists of expense payments for our expenses that the Adviser has committed to pay which are subject to reimbursement to the Adviser at a future date.

~~The Adviser may elect to make Expense Payments on our behalf, subject to future Reimbursement Payments~~five separate equity distribution agreements with sales agents (“Equity Distribution Agreements”), pursuant to which the ~~Expense Support Agreement described above in “—Key Components of Our Results of Operations—Expenses~~.”

~~Income Taxes, Including Excise Taxes~~

We intend to elect 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~~Company 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.

~~Net Unrealized Gain (Loss) on Investments and Forward Purchase Obligation~~

We fair value our portfolio investments and forward purchase obligation quarterly and any changes in fair value are recorded as unrealized gains or losses. For the three months ended March 31, 2019, net unrealized gains (losses) on our on financial instruments were comprised of the following (dollar amounts in thousands):

Three Months Ended
March 31, 2019
Net unrealized gain (loss) on investments $ 5,553
Net unrealized gain (loss) on forward purchase obligation 118
Net unrealized gain (loss) on investments $ 5,671

~~The valuations of our debt investments generally increased from the prior quarter as a result of a tightening credit spread environment and strength in the syndicated loan market during the period.~~

~~Net Realized Gain (Loss) on Investments~~

~~We generated net realized gains on investments of $1.7 million for the three months ended March 31, 2019 resulting primarily from full or partial sales of syndicated loans.~~

~~Financial Condition, Liquidity and Capital Resources~~

We generate cash from the net proceeds from the drawdown of Capital Commitments, proceeds from net borrowings on our credit facilities and income earned on our debt investments. 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 March 31, 2019, we had three revolving credit facilities outstanding, as described in “—Borrowings” below. We may~~sell, from time to time, ~~enter into additional credit facilities, increase~~up to an aggregate sales price of $400 million of its common shares of beneficial interest. Sales of common shares made pursuant to the ~~size~~Equity Distribution Agreements may be made in negotiated transactions or transactions that are deemed to be “at-the-market” offerings as defined in Rule 415(a)(5) under the Securities Act of ~~our existing credit facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing~~1933, as amended. Actual sales depend on a variety of factors including market conditions, ~~our liquidity requirements, contractual~~the trading price of the Company’s common shares, the Company’s capital needs, and ~~regulatory restrictions and other factors. In accordance with~~ the ~~1940 Act, with certain limited exceptions, we are only allowed~~Company’s determination of the appropriate sources of funding 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%.meet such needs. As of ~~March 31, 2019, we had~~September 30, 2023, common shares with an aggregate ~~amount~~sales price of ~~$284.0~~$264.1 million of senior securities outstanding and our asset coverage ratio was 322.8%. The independent members of our Board and our sole initial shareholder approved our asset coverage limit of 150% pursuant to Section 61(a)(2) ofremained available for issuance under the 1940 Act effective September 25, 2018. As of such date, our initial shareholder was the only holder of our shares and it waived the right to receive repurchase offers pursuant to Section 61(a)(2)(D)(ii) of the 1940 Act. 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.Equity Distribution Agreements.

Cash and cash equivalents as of March 31, 2019, taken together with our $616.0 million of available capacity under our credit facilities (subject to borrowing base availability) and our $762.1 million of uncalled Capital Commitments is expected to be sufficient for our investing activities and to conduct our operations in the near term.

As of March 31, 2019, we had $20.6 million in cash and cash equivalents. During the three months ended March 31, 2019, cash used in operating activities was $441.0 million, primarily as a result of funding portfolio investments of $540.3 million and a decrease in payables for investments purchased of $67.1 million; partially offset by proceeds from sale of investments of $158.5 million. Cash provided by financing activities was $455.4 million during the period, which was the result of proceeds from the issuance of shares of $356.5 million, net borrowings on our credit facilities of $99.0 million, partially offset by deferred financing costs of $0.08 million.

~~Equity~~

The following table summarizes the total common shares issued and proceeds received, ~~related to capital drawdowns delivered pursuant to the Subscription Agreements~~ for the three months ended ~~March 31, 2019 (dollar amounts~~September 30, 2023, through the "at-the-market" offering program (dollars in ~~millions, unless otherwise noted)~~thousands except per share amounts):

Common Share Issuance Date Number of
Common
Shares Issued Aggregate
Offering Price
January 24, 2019 5,666,095
$ 142.1
March 28, 2019 ⁽¹⁾
9,818,817
247.5
Total 15,484,912
$ 389.6


Issuances of Common Shares	Number of Common Shares Issued	Gross Proceeds		Placement Fees/Offering Expenses		Net Proceeds		Average Share Price (1)
“At-the-market” Offering	378,381	$	10,605	$	97	$	10,508	$	27.77


~~(1)~~	On March 14, 2019, we issued a capital call and delivered capital drawdown notices totaling $247.5 million, of which $33.1 million was still outstanding as of March 31, 2019 and recorded as a subscription receivable on the Consolidated Statements of Assets and Liabilities.

~~During~~(1) Represents the ~~three months ended March 31, 2019, we entered into Subscription Agreements with a number of investors providing for the private~~net offering price per share after deducting placement of our shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase our shares up to the amount of their respective capital commitment on an as-needed basis each time we deliver a drawdown notice to our investors. As of March 31, 2019, we had received Capital Commitments totaling $1,391.0 million, of which $24.0 million was from an affiliate of the Adviser.

~~Distributions~~fees and ~~Dividend Reinvestment~~

commissions and offering expenses.

The following table summarizes ~~our~~the total common shares issued and proceeds received, for the nine months ended September 30, 2023, through the "at-the-market" offering program (dollars in thousands except per share amounts):


Issuances of Common Shares	Number of Common Shares Issued	Gross Proceeds		Placement Fees/Offering Expenses		Net Proceeds		Average Share Price (1)
“At-the-market” Offering	5,011,149	$	135,944	$	166	$	135,778	$	27.10

(1) Represents the net offering price per share after deducting placement fees and commissions and offering expenses.

No common shares were issued for the three and nine months ended September 30, 2022, other than those issued through the Company's dividend reinvestment program.

Distributions

The following table summarizes the Company’s distributions declared and payable ~~since inception as of March 31, 2019 (dollar amounts~~for the nine months ended September 30, 2023 (dollars in thousands ~~unless otherwise noted)~~except per share amounts):


Date Declared	Record Date	Payment Date	Per Share Amount		Total Amount
February 27, 2023	March 31, 2023	April 27, 2023	$	0.7000	$	112,400
May 10, 2023	June 30, 2023	July 27, 2023	0.7000		115,783
June 20, 2023	September 30, 2023	October 26, 2023	0.7700		133,552
Total distributions			$	2.1700	$	361,735

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


Total distributions			$	2.3100	$	385,552

(1)Represents a special distribution.

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~~With respect to distributions, we have~~Dividend Reinvestment

The Company has adopted ~~an “opt out”~~a dividend reinvestment plan ~~for shareholders.~~(“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, inif the ~~event of~~Board and the Company declares, a ~~declared dash distribution~~cash dividend or other distribution, ~~each shareholder that has~~then the Company’s shareholders who have not ~~“opted out”~~opted out of ~~the~~its dividend reinvestment plan will have their ~~dividends or~~cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash ~~distributions.~~ 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 NAV per share, the Company will issue shares at the greater of (i) the most recently computed NAV 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 NAV per share). For example, if the most recently computed NAV 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 NAV 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 NAV 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.

~~Borrowings~~Pursuant to our dividend reinvestment plan, the following table summarizes the amounts and shares issued to shareholders who have not opted out of the Company’s DRIP during the nine months ended September 30, 2023 (dollars in thousands except share amounts):

~~Subscription Facility~~

~~On November 6, 2018, we entered into a revolving credit facility (the “Subscription Facility”) with Bank of America, N.A., as the administrative agent, the sole lead arranger, the letter of credit issuer and a lender, and the other lenders from time to time party thereto.~~


Payment Date	DRIP Shares Value		DRIP Shares Issued
January 31, 2023	$	5,132	208,510
April 27, 2023	5,439		213,130
July 27, 2023	4,635		172,888
Total distributions	$	15,206	594,528

The ~~maximum commitment amount~~following table summarizes the amounts and shares issued to shareholders who have not opted out of the ~~Subscription Facility is $200~~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	11,470		455,148
Total distributions	$	39,440	1,513,356

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 ~~subject~~(representing the net proceeds from the IPO) in the aggregate of our common shares at prices below our NAV 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 10b5-1 Plan terminated by its own terms in November 2022.

In February 2023, the Board authorized a share repurchase plan, under which we may repurchase up to ~~availability~~$250 million in the aggregate of our outstanding common shares in the open market at prices below our NAV per share for a one-year term, in accordance with the guidelines specified in Rule 10b-18 of the Exchange Act (the “Company 10b-18 Plan”, and together with the Company 10b5-1 Plan, the “Share Repurchase Plans”).

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For the three and nine months ended September 30, 2023, the Company did not repurchase any of its shares under the ~~borrowing base, which is based on~~Share Repurchase Plans.

The following table summarizes the ~~undrawn capital commitments of our investors, and restrictions imposed on borrowings~~shares repurchased under the ~~1940 Act. The maximum commitment amount~~Company 10b5-1 Plan during the three and 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

Shareholder Transfer Restrictions

For shareholders who held common shares prior to the IPO without the consent of the ~~Subscription Facility may be increased~~Adviser:

•prior to ~~$400 million through the exercise by us of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. We are~~January 3, 2022, a shareholder was not permitted to ~~borrow under~~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 ~~Subscription Facility for~~IPO (and any ~~purpose~~DRIP shares received with respect to such common shares);

•prior to March 1, 2022, a shareholder was not permitted ~~under its constituent documents.~~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);

~~Borrowings under~~

•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 ~~Subscription Facility bear interest, at our election at~~common shares held by such shareholder prior to the ~~time~~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 ~~drawdown, at a rate per annum equal to (i) in the case~~law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of ~~LIBOR rate loans, an adjusted LIBOR rate for the applicable interest period plus 2.00%~~ or (ii) in the case of reference rate loans, the greatest of (A) the prime rate plus 1.00%, (B) the federal funds rate plus 1.50%, and (C) one-month adjusted LIBOR plus 2.00%. Loans may be converted from one rate to another at any time at our election, subject to

~~certain conditions. Effective November 6, 2018, we pay an unused commitment fee equal to (x) 0.30% per annum when the outstanding principal obligations are less than~~encumber 50% of the ~~maximum commitment and (y) 0.25% per annum when the outstanding principal obligations are greater than or equal to 50% of the maximum commitment.~~

~~The Subscription Facility will mature upon the earliest of: (i) November 6, 2019 (the “Stated Maturity Date~~”); (ii) the date upon which the administrative agent declares the obligations under the Subscription Facility due and payable after the occurrence of an event of default; (iii) 30 days prior to the termination of our constituent documents; (iv) 30 dayscommon shares held by such shareholder prior to the date ~~on which our ability~~of the IPO (and any DRIP shares received with respect to ~~call capital contributions for the purpose~~such common shares).

This means that, as a result of repaying the obligations under the Subscription Facility is terminated; and (v) the date we terminate the lender commitments pursuant to the Subscription Facility. The Stated Maturity Date may be extended, at our option, for two additional terms not longer than 364 days each, subject to customary conditions, including (x)these transfer restrictions, without the consent of the ~~administrative agent~~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 ~~extending lenders~~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 ~~(y) payment~~diluted earnings per share (dollars in thousands except share and per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net increase (decrease) in net assets resulting from operations	$	170,995	$	95,946	$	454,643	$	282,777
Weighted average shares outstanding (basic and diluted)	169,843,500		165,031,737		163,842,428		167,986,923
Earnings (loss) per common share (basic and diluted)	$	1.01	$	0.58	$	2.77	$	1.68

Note 10. Financial Highlights and Senior Securities

The following are the financial highlights for the nine months ended September 30, 2023 and 2022:


	Nine Months Ended September 30,
	2023			2022
Per Share Data (1):
Net asset value, beginning of period	$	25.93		$	26.27
Net investment income	2.94			2.02
Net unrealized and realized gain (loss)	(0.17)			(0.33)
Net increase (decrease) in net assets resulting from operations	2.77			1.69
Distributions declared (2)	(2.17)			(2.31)
Net increase (decrease) in net assets from capital share transactions	0.01			0.11
Total increase (decrease) in net assets	0.61			(0.51)
Net asset value, end of period	$	26.54		$	25.76
Shares outstanding, end of period	173,443,538			161,823,803
Total return based on NAV (3)	11.04		%	7.06		%
Total return based on market value (4)	32.21		%	(29.72)		%
Ratios:
Ratio of net expenses to average net assets (5)	11.20		%	7.83		%
Ratio of net investment income to average net assets (5)	14.49		%	10.27		%
Portfolio turnover rate	6.40		%	8.28		%
Supplemental Data:
Net assets, end of period	$	4,602,595		$	4,168,531
Asset coverage ratio	192.2		%	175.1		%

(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).

(5)Amounts are annualized except for expense support amounts relating to organizational costs and management fee and income based incentive fee waivers by the Adviser (refer to Note 3). For the nine months ended September 30, 2023 and 2022, the ratio of total operating expenses to average net assets was 11.94% and 8.70%, respectively, on an ~~extension fee.~~annualized basis, excluding the effect of expense support/(recoupment) and management fee and income based incentive fee waivers by the Adviser which represented (0.74)% and (0.87)%, respectively, of average net assets.

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The following is information about the Company’s senior securities as of the dates indicated in the below table:


Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1) ($ in millions)		Asset Coverage per Unit (2) ($ in millions)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)
Subscription Facility (5)
September 30, 2023	$	—	$	—	—	N/A
December 31, 2022	—		—		—	N/A
December 31, 2021	—		—		—	N/A
December 31, 2020	—		—		—	N/A
December 31, 2019	119.8		2,151.0		—	N/A
December 31, 2018	—		—		—	N/A
Jackson Hole Funding Facility
September 30, 2023	223.0		1,922.0		—	N/A
December 31, 2022	360.0		1,748.0		—	N/A
December 31, 2021	361.0		1,802.0		—	N/A
December 31, 2020	362.3		2,300.0		—	N/A
December 31, 2019	514.2		2,151.0		—	N/A
December 31, 2018	120.0		2,278.0		—	N/A
Breckenridge Funding Facility
September 30, 2023	755.5		1,922.0		—	N/A
December 31, 2022	825.0		1,748.0		—	N/A
December 31, 2021	568.7		1,802.0		—	N/A
December 31, 2020	569.0		2,300.0		—	N/A
December 31, 2019	820.3		2,151.0		—	N/A
December 31, 2018	65.0		2,278.0		—	N/A
Big Sky Funding facility
September 30, 2023	420.0		1,922.0		—	N/A
December 31, 2022	499.6		1,748.0		—	N/A
December 31, 2021	499.6		1,802.0		—	N/A
December 31, 2020	200.3		2,300.0		—	N/A
December 31, 2019	—		—		—	N/A
December 31, 2018	—		—		—	N/A
Revolving Credit Facility
September 30, 2023	791.9		1,922.0		—	N/A
December 31, 2022	678.4		1,748.0		—	N/A
December 31, 2021	915.0		1,802.0		—	N/A
December 31, 2020	182.9		2,300.0		—	N/A
December 31, 2019	—		—		—	N/A
December 31, 2018	—		—		—	N/A
2023 Notes (6)
September 30, 2023	—		—		—	N/A
December 31, 2022	400.0		1,748.0		—	N/A
December 31, 2021	400.0		1,802.0		—	N/A
December 31, 2020	400.0		2,300.0		—	N/A

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Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1) ($ in millions)		Asset Coverage per Unit (2) ($ in millions)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)
December 31, 2019	$	—	$	—	—	N/A
December 31, 2018	—		—		—	N/A
2026 Notes
September 30, 2023	800.0		1,922.0		—	N/A
December 31, 2022	800.0		1,748.0		—	N/A
December 31, 2021	800.0		1,802.0		—	N/A
December 31, 2020	800.0		2,300.0		—	N/A
December 31, 2019	—		—		—	N/A
December 31, 2018	—		—		—	N/A
New 2026 Notes
September 30, 2023	700.0		1,922.0		—	N/A
December 31, 2022	700.0		1,748.0		—	N/A
December 31, 2021	700.0		1,802.0		—	N/A
December 31, 2020	—		—		—	N/A
December 31, 2019	—		—		—	N/A
December 31, 2018	—		—		—	N/A
2027 Notes
September 30, 2023	650.0		1,922.0		—	N/A
December 31, 2022	650.0		1,748.0		—	N/A
December 31, 2021	650.0		1,802.0		—	N/A
December 31, 2020	—		—		—	N/A
December 31, 2019	—		—		—	N/A
December 31, 2018	—		—		—	N/A
2028 Notes
September 30, 2023	650.0		1,922.0		—	N/A
December 31, 2022	650.0		1,748.0		—	N/A
December 31, 2021	650.0		1,802.0		—	N/A
December 31, 2020	—		—		—	N/A
December 31, 2019	—		—		—	N/A
December 31, 2018	—		—		—	N/A

(1)Total amount of each class of senior securities outstanding at the end of the period presented.

(4)Not applicable because the senior securities are not registered for public trading.

(5)The Subscription Facility ~~is secured by a pledge~~was terminated on November 3, 2020.

(6)The 2023 Notes matured on July 14, 2023 and were paid off consistent with the terms of ~~our right, title, and interest~~the 2023 Notes Indenture.

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Note 11. Subsequent Events

The Company’s management evaluated subsequent events through the date of issuance of the condensed consolidated financial statements. There have been no subsequent events that occurred during such period that would require disclosure in, ~~and~~or would be required to be recognized in, the ~~undrawn capital commitments~~condensed consolidated financial statements as of ~~our investors. The Subscription Facility includes customary affirmative and negative covenants and consent rights granted to the lenders,~~September 30, 2023, except as ~~well as usual and customary events of default for revolving credit facilities of this nature.~~discussed below.

~~JPM SPV Facility~~

On November ~~16, 2018, Jackson Hole~~8, 2023, the Board declared a distribution of $0.77 per share to shareholders of record as of December 31, 2023, which is payable on January 26, 2024.

On October 31, 2023, the Company amended the Breckenridge Funding ~~LLC (“Jackson Hole Funding~~”), our wholly-owned subsidiary that holds primarily originated loan investments, entered into a senior secured revolving credit facility (which was subsequently amended on February 6, 2019 and further amended from time to time, the “~~JPM SPV 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 we serve as portfolio manager under the JPM SPV Facility.

Advances under the JPM SPV Facility bear interest at a per annum rate equal to the three-month LIBOR in effect, plus the applicable margin of 2.50% per annum. Effective January 16, 2019, Jackson Hole Funding pays a commitment fee of 0.60% per annum (or 0.375% per annum until the date that is nine months from the date the JPM SPV Facility was entered into) on the average daily unused amount of the financing commitments until the third anniversary of the JPM SPV Facility.

The initial principal amount of the JPM SPV Facility is $300 million. The JPM SPV Facility has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the JPM SPV Facility to ~~up to $600 million. Proceeds from borrowings under~~increase the JPM SPV 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 JPM SPV Facility expires on November 16, 2021 and the JPM SPV Facility is scheduled to mature on May 16, 2023 (“~~Maturity Date”).~~

Jackson Hole Funding’s obligations to the lenders under the JPM SPV Facility are secured by a first priority security interest in Jackson Hole Funding’s portfolio of investments and cash. The obligations of Jackson Hole Funding under the JPM SPV Facility are non-recourse to us, and our exposure under the JPM SPV Facility is limited to the value of its investment in Jackson Hole Funding.

In connection with the JPM SPV Facility, Jackson Hole Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM SPV Facility contains customary events of default for similar financing transactions, including if a change of control of Jackson Hole Funding occurs or if the we are no longer the portfolio manager of Jackson Hole Funding. Upon the occurrence and during the continuation of an event of default, JPM may declare the outstanding advances and all other obligations under the JPM SPV Facility immediately due and payable.

~~BNP SPV Facility~~

~~On December 21, 2018, Breckenridge Funding LLC (“Breckenridge Funding”), our wholly-owned subsidiary that holds primarily syndicated loan investments, entered into a senior secured revolving credit facility (as amended from time to~~

~~time, the “BNP SPV Facility”) with BNP Paribas (“BNP”). BNP serves as administrative agent, Wells Fargo Bank, National Association serves as collateral agent and we serve as servicer under the BNP SPV Facility.~~

Advances under the BNP SPV Facility bear interest at a per annum rate equal to the three-month LIBOR in effect, plus an applicable margin of 1.50% (or 1.25% prior to the collection period end date on June 3, 2019) to 2.15% per annum depending on the nature of the advances being requested under the facility. Effective June 21, 2019, Breckenridge Funding will also 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% on the average daily unused amount of the financing commitments until the third anniversary of the BNP SPV Facility.

~~The~~ maximum commitment amount from $825.0 million to $1,025 million. No amendments were made to the interest rate or maturity date of the ~~BNP SPV Facility is $400 million. Proceeds from borrowings under the BNP SPV Facility may~~facility as disclosed in Note 7.

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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 ~~used to fund portfolio investments by Breckenridge Funding~~read in conjunction with “Item 1. Financial Statements” hereto and ~~to make advances under delayed draw~~“Part II, Item 8--Consolidated Financial Statement and revolving loans where Breckenridge Funding is a lender. The period during which Breckenridge Funding may make borrowings under the BNP SPV Facility expires on December 21, 2021 (or such later date as may be agreed by Breckenridge Funding, BNP, as administrative agent, and the lenders under the BNP SPV Facility) and the BNP SPV Facility is scheduled to mature on December 21, 2023.

~~Breckenridge Funding’s obligations to the lenders under the BNP SPV Facility are secured by a first priority security interest in all~~Supplementary Data” of ~~Breckenridge Funding’s portfolio of investments and cash. The obligations of Breckenridge Funding under the BNP SPV Facility are non-recourse to us, and~~ our ~~exposure under the BNP SPV Facility is limited to the value of its investment in Breckenridge Funding.~~

In connection with the BNP SPV Facility, Breckenridge Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The BNP SPV Facility contains customary events of default for similar financing transactions, including if a change of control of Breckenridge Funding occurs or if we are no longer the servicer of Breckenridge Funding. Upon the occurrence and during the continuation of an event of default, BNP may declare the outstanding advances and all other obligations under the BNP SPV Facility immediately due and payable. The occurrence of an event of default (as described above) suspends the ability of Breckenridge Funding to acquire or sell additional assets.

~~At March 31, 2019 and December 31, 2018, our outstanding debt obligations were as follows (dollar amounts in thousands):~~


~~(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.~~

During the three months ended March 31, 2019, the weighted average interest rate on all borrowings outstanding was 4.95% (including unused fees), and the average principal debt outstanding was $353.7 million.

~~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 March 31, 2019 and December 31, 2018, we had delayed draw terms loans with an aggregate of $83.2 million and $54.7 million of unfunded commitments, respectively.

~~Warehousing Transactions~~

We entered into two Warehousing Transactions whereby we agreed, subject to certain conditions, to purchase certain assets from parties unaffiliated with the Adviser. Such Warehousing Transactions were designed to assist us in deploying capital upon receipt of drawdown proceeds. The Middle Market Warehouse relates primarily to originated or anchor investments in middle market loans. The Syndicated Warehouse related primarily to broadly syndicated loans prior to the acquisition of the equity interests of the Syndicated Warehouse by us and merger of the Syndicated Warehouse with our wholly-owned subsidiary, as described below. See—“~~Item 1A~~.—~~Risk Factors — Risks Related to an Investment in the Shares — Risks related to the Warehousing Transactions” in our annual report~~Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2022, as updated from time to time by the Company's periodic filings with the SEC. This discussion contains forward-looking statements and involves numerous risks, uncertainties, and other factors outside of the Company's control 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, 2022, as updated from time to time by the Company's periodic filings with the SEC.

~~Middle Market Warehouse~~

~~On September 10, 2018,~~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 ~~entered into~~elected to be treated as a ~~Warehousing Transaction~~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. In limited instances we may retain the “last out” portion of a first-lien loan. In such cases, the “first out” portion of the first lien loan would receive priority with respect to payment over our “last out” position. In exchange for the higher risk of loss associated with such “last out” portion, we would earn a higher rate of interest than the “first out” position. We do not currently 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 ~~with~~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 ~~warehouse provider unaffiliated with~~term of five to eight years and bear interest at floating rates on the ~~Adviser. After the Middle Market Warehouse arrangement was entered into, an affiliate~~basis of a benchmark such as SOFR, SONIA, etc. In some instances, we receive payments on our debt investments based on scheduled amortization of the ~~warehouse provider became a holder~~outstanding balances. In addition, we may receive repayments of ~~greater than 5%~~some of our ~~outstanding shares.~~debt investments prior to their scheduled maturity date. The ~~warehouse~~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 ~~Middle Market Warehouse are ultimately selected by~~maturity date.

In addition, we generate revenue from various fees in the ~~warehouse provider,~~ordinary course of business such as in ~~its sole discretion,~~the form of commitment, loan origination, structuring, consent, waiver, amendment, syndication and other miscellaneous fees as well as fees for ~~an account which it solely controls. Recommendations for such investments are made on a non-discretionary basis by an affiliate~~providing managerial assistance to our portfolio companies.

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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 ~~only if~~not limited to (a) investment advisory fees, including management fees and incentive fees, to the Adviser, ~~has determined the investment is desirable for us. We are party to a forward purchase agreement~~ pursuant to ~~which we agree~~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 (including information technology 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 ~~purchase certain assets held~~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, 2023 and 2022. However, the Administrator may seek reimbursement for such costs in future periods. All of the ~~Middle Market Warehouse at a purchase price based~~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 ~~cost~~basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the ~~asset to~~Administrator in accordance with policies adopted by the ~~warehouse provider plus amounts~~Board.

Table of ~~unpaid interest, original issue discount~~Contents

Portfolio and ~~structuring fees accrued to~~Investment Activity

For the ~~warehouse provider during the time the warehouse provider owned the asset.~~

~~Under the Middle Market Warehouse,~~three months ended September 30, 2023, we have until the maturity date of September 10, 2019, which is one year from the commencement date of the warehouse, to purchase the assets in the warehouse. Additionally, the obligation to purchase assets from the warehouse provider is contingent on us raising sufficient funds to purchase such assets. The obligation to purchase such assets is also contingent on the assets meeting certain criteria and further the obligation to purchase such assets may be satisfied by another party (including an affiliate of the Company).

~~As of March 31, 2019 and December 31, 2018, there was $52.8~~acquired $656.0 million ~~and $30.0 million in~~ aggregate principal amount of investments (including $304.5 million of unfunded commitments), $654.1 million of which was first lien debt and $1.9 million of which was equity.

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,
	2023			2022
Investments:
Total investments, beginning of period	$	9,353,286		$	10,021,140
New investments purchased	389,724			234,690
Payment-in-kind interest capitalized	13,382			11,340
Net accretion of discount on investments	9,066			15,354
Net realized gain (loss) on investments	(8,996)			31,249
Investments sold or repaid	(205,349)			(608,436)
Total investments, end of period	$	9,551,113		$	9,705,337
Amount of investments funded at principal:
First lien debt investments	$	350,790		$	259,174
Second lien debt investments	—			—
Unsecured debt	—			—
Equity investments	766			2,160
Total	$	351,556		$	261,334
Proceeds from investments sold or repaid:
First lien debt investments	$	(205,349)		$	(557,156)
Second lien debt investments	—			—
Unsecured debt	—			—
Warrants	—			(8,514)
Equity investments	—			(42,766)
Total	$	(205,349)		$	(608,436)
Number of new investments in new portfolio companies	10			10
Average new investment commitment amount	$	43,734		$	24,724
Weighted average yield of new investments	12.23		%	9.30		%
Weighted average yield on investments fully sold or paid down	11.57		%	7.81		%

	September 30, 2023			December 31, 2022
Number of portfolio companies	188			176
Weighted average yield on debt and income producing investments, at amortized cost(1)(2)	11.82		%	10.64		%
Weighted average yield on debt and income producing investments, at fair value(1)(2)	11.93		%	10.73		%
Average loan to value (LTV)(3)	46.9		%	47.5		%
Percentage of debt investments bearing a floating rate(6)	99.9		%	99.9		%
Percentage of debt investments bearing a fixed rate (4)(6)	0.0		%	0.1		%
Percentage of assets on non-accrual (4)(5)	0.0		%	0.0		%

(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 ~~respectively, in the Middle Market Warehouse, all of which we were obligated to purchase at a future date under forward purchase agreements.~~

Since we have a contractual obligation to acquire all qualifying assets in the Middle Market Warehouse through a forward purchase agreement, the mark-to-market gain/loss of all investments is recognized in our consolidated financial statements. We do not, however, have any direct interest in the underlying assets nor do we have the power to control the activities most significant to the economic performance of the Middle Market Warehouse, and therefore, such assets are not(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, 2023 and December 31, 2022, the weighted average total portfolio yield at cost was 11.73% and 10.52%, respectively. The weighted average total portfolio yield at fair value was 11.79% and 10.56%, respectively.

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(3)Includes all private debt investments for which fair value is determined by our ~~consolidated financial statements. This gain/loss amount~~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 ~~difference between (1)~~current total net debt through each respective loan tranche divided by the ~~current purchase price we would be obligated~~estimated enterprise value of the portfolio company as of the most recent quarter end.

(4)Amount rounds to ~~pay to purchase each asset under the forward purchase agreement~~less than 0.1% for September 30, 2023.

(5)As a percentage of total amortized cost of Investments. Assets on non-accrual represented less than 0.1% and ~~(2) the current~~0.0% of total fair value of Investments as ~~determined by our valuation policy. As~~ of ~~March 31, 2019~~September 30, 2023 and December 31, ~~2018, we had~~2022, respectively.

(6)As a ~~total unrealized loss~~percentage of ~~$0.1 million and $0.2 million, respectively, relating to this forward purchase obligation.~~

~~During the three months ended March 31, 2019, we did not purchase any debt investments from the Middle Market Warehouse.~~

~~Syndicated Warehouse~~

On August 21, 2018, we entered into a Warehousing Transaction with a third party whereby we (or our designees) agreed, subject to certain contingencies, to purchase the equity interests of a warehouse vehicle from such third party at a price equal to the initial capital contribution made by the third party equity holder plus accrued but unpaid interest on the underlying assets in the warehouse vehicle remaining after the payment of all other obligations outstanding under the credit agreement of

the Syndicated Warehouse vehicle other than principal on the loan made under such credit agreement. The warehouse investments for the Syndicated Warehouse vehicle were selected by an affiliate of the Adviser as the collateral manager of the Syndicated Warehouse. Neither the Adviser nor any of its affiliates received any additional compensation from us in connection with serving as collateral manager of the warehouse vehicle.

~~We exercised our rights to acquire the equity interests of the Syndicated Warehouse on December 11, 2018 for a~~ total purchase price of $24.9 million, at which time the assets and liabilities of the warehouse started to be included in our consolidated financial statements. For the period ended December 31, 2018, we recorded a loss $0.6 million, which represented the excess of total consideration paid for the equity interests over the fair value of debt investments. As of September 30, 2023 and December 31, 2022, debt investments bearing a floating rate represented 98.8% and 98.3% , respectively, of total Investment at fair value.

As of September 30, 2023, our portfolio companies had a weighted average annual revenue of $721.3 million and weighted average annual EBITDA of $185.5 million. These calculations include all private debt investments for which fair value is determined by the ~~net assets~~Board of Trustees 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 ~~Syndicated Warehouse~~most recently available portfolio company financial statements, have not been independently verified by us, and may reflect a normalized or adjusted amount. Accordingly, we ~~assumed~~make no representation or warranty in respect of this information.

For additional information on ~~the date of acquisition.~~our Investments, see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 4. Investments.”

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, 2023 and December 31, 2022, management is not aware of any material pending legal proceedings.

Note 8. Net Assets

Shares Issued

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 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 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.

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As of September 30, 2023, the Company is party to five separate equity distribution agreements with sales agents (“Equity Distribution Agreements”), pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $400 million of its common shares of beneficial interest. Sales of common shares made pursuant to the Equity Distribution Agreements may be made in negotiated transactions or transactions that are deemed to be “at-the-market” offerings as defined in Rule 415(a)(5) under the Securities Act of 1933, as amended. Actual sales depend on a variety of factors including market conditions, the trading price of the Company’s common shares, the Company’s capital needs, and the Company’s determination of the appropriate sources of funding to meet such needs. As of September 30, 2023, common shares with an aggregate sales price of $264.1 million remained available for issuance under the Equity Distribution Agreements.

The following table summarizes the total common shares issued and proceeds received, for the three months ended September 30, 2023, through the "at-the-market" offering program (dollars in thousands except per share amounts):


Issuances of Common Shares	Number of Common Shares Issued	Gross Proceeds		Placement Fees/Offering Expenses		Net Proceeds		Average Share Price (1)
“At-the-market” Offering	378,381	$	10,605	$	97	$	10,508	$	27.77

(1) Represents the net offering price per share after deducting placement fees and commissions and offering expenses.


Issuances of Common Shares	Number of Common Shares Issued	Gross Proceeds		Placement Fees/Offering Expenses		Net Proceeds		Average Share Price (1)
“At-the-market” Offering	5,011,149	$	135,944	$	166	$	135,778	$	27.10

(1) Represents the net offering price per share after deducting placement fees and commissions and offering expenses.

No common shares were issued for the three and nine months ended September 30, 2022, other than those issued through the Company's dividend reinvestment program.

Distributions

The following table summarizes the Company’s distributions declared and payable for the nine months ended September 30, 2023 (dollars in thousands except per share amounts):


Date Declared	Record Date	Payment Date	Per Share Amount		Total Amount
February 27, 2023	March 31, 2023	April 27, 2023	$	0.7000	$	112,400
May 10, 2023	June 30, 2023	July 27, 2023	0.7000		115,783
June 20, 2023	September 30, 2023	October 26, 2023	0.7700		133,552
Total distributions			$	2.1700	$	361,735

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


Total distributions			$	2.3100	$	385,552

(1)Represents a special distribution.

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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 NAV per share, the Company will issue shares at the greater of (i) the most recently computed NAV 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 NAV per share). For example, if the most recently computed NAV 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 NAV 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 NAV 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.


Payment Date	DRIP Shares Value		DRIP Shares Issued
January 31, 2023	$	5,132	208,510
April 27, 2023	5,439		213,130
July 27, 2023	4,635		172,888
Total distributions	$	15,206	594,528


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	11,470		455,148
Total distributions	$	39,440	1,513,356

Share Repurchase Plan

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For the three and nine months ended September 30, 2023, the Company did not repurchase any of its shares under the Share Repurchase Plans.

The following table summarizes the shares repurchased under the Company 10b5-1 Plan during the three and 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

Shareholder Transfer Restrictions

For shareholders who held common shares prior to the IPO without the consent of the Adviser:

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Note 9. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (dollars in thousands except share and per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net increase (decrease) in net assets resulting from operations	$	170,995	$	95,946	$	454,643	$	282,777
Weighted average shares outstanding (basic and diluted)	169,843,500		165,031,737		163,842,428		167,986,923
Earnings (loss) per common share (basic and diluted)	$	1.01	$	0.58	$	2.77	$	1.68

Note 10. Financial Highlights and Senior Securities

The following are the financial highlights for the nine months ended September 30, 2023 and 2022:


	Nine Months Ended September 30,
	2023			2022
Per Share Data (1):
Net asset value, beginning of period	$	25.93		$	26.27
Net investment income	2.94			2.02
Net unrealized and realized gain (loss)	(0.17)			(0.33)
Net increase (decrease) in net assets resulting from operations	2.77			1.69
Distributions declared (2)	(2.17)			(2.31)
Net increase (decrease) in net assets from capital share transactions	0.01			0.11
Total increase (decrease) in net assets	0.61			(0.51)
Net asset value, end of period	$	26.54		$	25.76
Shares outstanding, end of period	173,443,538			161,823,803
Total return based on NAV (3)	11.04		%	7.06		%
Total return based on market value (4)	32.21		%	(29.72)		%
Ratios:
Ratio of net expenses to average net assets (5)	11.20		%	7.83		%
Ratio of net investment income to average net assets (5)	14.49		%	10.27		%
Portfolio turnover rate	6.40		%	8.28		%
Supplemental Data:
Net assets, end of period	$	4,602,595		$	4,168,531
Asset coverage ratio	192.2		%	175.1		%

(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).

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The following is information about the Company’s senior securities as of the dates indicated in the below table:


Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1) ($ in millions)		Asset Coverage per Unit (2) ($ in millions)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)
Subscription Facility (5)
September 30, 2023	$	—	$	—	—	N/A
December 31, 2022	—		—		—	N/A
December 31, 2021	—		—		—	N/A
December 31, 2020	—		—		—	N/A
December 31, 2019	119.8		2,151.0		—	N/A
December 31, 2018	—		—		—	N/A
Jackson Hole Funding Facility
September 30, 2023	223.0		1,922.0		—	N/A
December 31, 2022	360.0		1,748.0		—	N/A
December 31, 2021	361.0		1,802.0		—	N/A
December 31, 2020	362.3		2,300.0		—	N/A
December 31, 2019	514.2		2,151.0		—	N/A
December 31, 2018	120.0		2,278.0		—	N/A
Breckenridge Funding Facility
September 30, 2023	755.5		1,922.0		—	N/A
December 31, 2022	825.0		1,748.0		—	N/A
December 31, 2021	568.7		1,802.0		—	N/A
December 31, 2020	569.0		2,300.0		—	N/A
December 31, 2019	820.3		2,151.0		—	N/A
December 31, 2018	65.0		2,278.0		—	N/A
Big Sky Funding facility
September 30, 2023	420.0		1,922.0		—	N/A
December 31, 2022	499.6		1,748.0		—	N/A
December 31, 2021	499.6		1,802.0		—	N/A
December 31, 2020	200.3		2,300.0		—	N/A
December 31, 2019	—		—		—	N/A
December 31, 2018	—		—		—	N/A
Revolving Credit Facility
September 30, 2023	791.9		1,922.0		—	N/A
December 31, 2022	678.4		1,748.0		—	N/A
December 31, 2021	915.0		1,802.0		—	N/A
December 31, 2020	182.9		2,300.0		—	N/A
December 31, 2019	—		—		—	N/A
December 31, 2018	—		—		—	N/A
2023 Notes (6)
September 30, 2023	—		—		—	N/A
December 31, 2022	400.0		1,748.0		—	N/A
December 31, 2021	400.0		1,802.0		—	N/A
December 31, 2020	400.0		2,300.0		—	N/A

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Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1) ($ in millions)		Asset Coverage per Unit (2) ($ in millions)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)
December 31, 2019	$	—	$	—	—	N/A
December 31, 2018	—		—		—	N/A
2026 Notes
September 30, 2023	800.0		1,922.0		—	N/A
December 31, 2022	800.0		1,748.0		—	N/A
December 31, 2021	800.0		1,802.0		—	N/A
December 31, 2020	800.0		2,300.0		—	N/A
December 31, 2019	—		—		—	N/A
December 31, 2018	—		—		—	N/A
New 2026 Notes
September 30, 2023	700.0		1,922.0		—	N/A
December 31, 2022	700.0		1,748.0		—	N/A
December 31, 2021	700.0		1,802.0		—	N/A
December 31, 2020	—		—		—	N/A
December 31, 2019	—		—		—	N/A
December 31, 2018	—		—		—	N/A
2027 Notes
September 30, 2023	650.0		1,922.0		—	N/A
December 31, 2022	650.0		1,748.0		—	N/A
December 31, 2021	650.0		1,802.0		—	N/A
December 31, 2020	—		—		—	N/A
December 31, 2019	—		—		—	N/A
December 31, 2018	—		—		—	N/A
2028 Notes
September 30, 2023	650.0		1,922.0		—	N/A
December 31, 2022	650.0		1,748.0		—	N/A
December 31, 2021	650.0		1,802.0		—	N/A
December 31, 2020	—		—		—	N/A
December 31, 2019	—		—		—	N/A
December 31, 2018	—		—		—	N/A

(1)Total amount of each class of senior securities outstanding at the end of the period presented.

(4)Not applicable because the senior securities are not registered for public trading.

(5)The Subscription Facility was terminated on November 3, 2020.

(6)The 2023 Notes matured on July 14, 2023 and were paid off consistent with the terms of the 2023 Notes Indenture.

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Note 11. Subsequent Events

On November 8, 2023, the Board declared a distribution of $0.77 per share to shareholders of record as of December 31, 2023, which is payable on January 26, 2024.

On October 31, 2023, the Company amended the Breckenridge Funding Facility to increase the maximum commitment amount from $825.0 million to $1,025 million. No amendments were made to the interest rate or maturity date of the facility as disclosed in Note 7.

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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” hereto and “Part II, Item 8--Consolidated Financial Statement and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2022, as updated from time to time by the Company's periodic filings with the SEC. This discussion contains forward-looking statements and involves numerous risks, uncertainties, and other factors outside of the Company's control 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, 2022, as updated from time to time by the Company's periodic filings with the SEC.

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.

Key Components of Our Results of Operations

Investments

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 SOFR, SONIA, etc. 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 from various fees in the ordinary course of business such as in the form of commitment, loan origination, structuring, consent, waiver, amendment, syndication and other miscellaneous fees as well as fees for providing managerial assistance to our portfolio companies.

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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 (including information technology 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, 2023 and 2022. 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.

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Portfolio and Investment Activity

For the three months ended September 30, 2023, we acquired $656.0 million aggregate principal amount of investments (including $304.5 million of unfunded commitments), $654.1 million of which was first lien debt and $1.9 million of which was equity.

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,
	2023			2022
Investments:
Total investments, beginning of period	$	9,353,286		$	10,021,140
New investments purchased	389,724			234,690
Payment-in-kind interest capitalized	13,382			11,340
Net accretion of discount on investments	9,066			15,354
Net realized gain (loss) on investments	(8,996)			31,249
Investments sold or repaid	(205,349)			(608,436)
Total investments, end of period	$	9,551,113		$	9,705,337
Amount of investments funded at principal:
First lien debt investments	$	350,790		$	259,174
Second lien debt investments	—			—
Unsecured debt	—			—
Equity investments	766			2,160
Total	$	351,556		$	261,334
Proceeds from investments sold or repaid:
First lien debt investments	$	(205,349)		$	(557,156)
Second lien debt investments	—			—
Unsecured debt	—			—
Warrants	—			(8,514)
Equity investments	—			(42,766)
Total	$	(205,349)		$	(608,436)
Number of new investments in new portfolio companies	10			10
Average new investment commitment amount	$	43,734		$	24,724
Weighted average yield of new investments	12.23		%	9.30		%
Weighted average yield on investments fully sold or paid down	11.57		%	7.81		%

	September 30, 2023			December 31, 2022
Number of portfolio companies	188			176
Weighted average yield on debt and income producing investments, at amortized cost(1)(2)	11.82		%	10.64		%
Weighted average yield on debt and income producing investments, at fair value(1)(2)	11.93		%	10.73		%
Average loan to value (LTV)(3)	46.9		%	47.5		%
Percentage of debt investments bearing a floating rate(6)	99.9		%	99.9		%
Percentage of debt investments bearing a fixed rate (4)(6)	0.0		%	0.1		%
Percentage of assets on non-accrual (4)(5)	0.0		%	0.0		%

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(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)Amount rounds to less than 0.1% for September 30, 2023.

(5)As a percentage of total amortized cost of Investments. Assets on non-accrual represented less than 0.1% and 0.0% of total fair value of Investments as of September 30, 2023 and December 31, 2022, respectively.

(6)As a percentage of total fair value of debt investments. As of September 30, 2023 and December 31, 2022, debt investments bearing a floating rate represented 98.8% and 98.3% , respectively, of total Investment at fair value.

As of September 30, 2023, our portfolio companies had a weighted average annual revenue of $721.3 million and weighted average annual EBITDA of $185.5 million. These calculations include all private debt investments for which fair value is determined by the Board of Trustees 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 verified by us, and may reflect a normalized or adjusted amount. Accordingly, we make no representation or warranty in respect of this information.

For additional information on our Investments, see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 4. Investments.”

Results of Operations

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Total investment income	$	283,959	$	226,791	$	839,263	$	599,379
Net expenses before excise tax	118,180		94,647		345,220		257,880
Net investment income before excise tax	165,779		132,144		494,043		341,499
Excise tax expense	4,988		—		12,589		1,386
Net investment income after excise tax	160,791		132,144		481,454		340,113
Net unrealized appreciation (depreciation)	20,740		(70,586)		(31,299)		(99,975)
Net realized gain (loss)	(10,536)		34,388		4,488		42,639
Net increase (decrease) in net assets resulting from operations	$	170,995	$	95,946	$	454,643	$	282,777

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,
	2023		2022		2023		2022
Interest income	$	272,464	$	213,242	$	800,599	$	559,086
Payment in-kind interest income	10,689		10,933		31,805		30,427
Dividend income	213		—		373		5,908
Fee income	593		2,616		6,486		3,958
Total investment income	$	283,959	$	226,791	$	839,263	$	599,379

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Total investment income increased to $284.0 million for the three months ended September 30, 2023, an increase of $57.2 million, or 25%, compared to the same period in the prior year primarily attributable to increased reference interest rates driving increased interest income from our investments. This was partially offset by the decrease in the size of our investment portfolio at fair value to $9,500.0 million at September 30, 2023 from $9,672.1 million at September 30, 2022. Additionally, for the three months ended September 30, 2023, we recorded $1.0 million of non-recurring interest income (e.g., prepayment premiums and accelerated accretion of upfront loan origination fees and unamortized discounts) as compared to $1.7 million for the same period in the prior year primarily as a result of decreased prepayments. For the three months ended September 30, 2023 and 2022, Payment-in-kind interest income represented 3.8% and 4.8% of investment income, respectively. We expect that investment income will vary based on a variety of factors including the pace of our originations, repayments and changes in interest rates.

Total investment income increased to $839.3 million for the nine months ended September 30, 2023, an increase of $239.9 million, or 40%, compared to the same period in the prior year primarily attributable to increased reference interest rates driving increased interest income from our investments. This was partially offset by the decrease in the size of our investment portfolio at fair value to $9,500.0 million at September 30, 2023 from $9,672.1 million at September 30, 2022. Additionally, for the nine months ended September 30, 2023, we recorded $14.4 million of non-recurring interest income (e.g., prepayment premiums and accelerated accretion of upfront loan origination fees and unamortized discounts) as compared to $2.0 million for the same period in the prior year primarily as a result of increased prepayments. For the nine months ended September 30, 2023 and 2022, Payment-in-kind interest income represented 3.8% and 5.1% of investment income, respectively. We expect that investment income will vary based on a variety of factors including the pace of our originations, repayments and changes in interest rates.

While rising interest rates have favorably impacted our investment income during the three and nine months ended September 30, 2023, further interest rate increases and the resulting higher cost of capital have the potential to negatively impact the free cash flow and credit quality of certain borrowers which could impact their ability to make principal and interest payments. If such interest rate increases occur concurrently with a period of economic weakness or a slowdown in growth, our borrowers’ and/or our portfolio performance may be negatively impacted. Further, significant market dislocation as a result of changing economic conditions could limit the liquidity of certain assets traded in the credit markets, and this could impact our ability to sell such assets at attractive prices or in a timely manner.

Expenses

Expenses were as follows (dollar amounts in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Interest expense	$	65,253	$	55,347	$	198,129	$	140,732
Management fees	24,219		25,385		73,190		76,913
Income based incentive fees	33,410		26,088		98,294		68,252
Capital gains incentive fees	1,484		(5,430)		(4,022)		(8,600)
Professional fees	1,814		762		4,021		2,527
Board of Trustees' fees	222		238		682		628
Administrative service expenses	544		687		1,598		1,876
Other general and administrative	2,062		1,643		5,669		4,530
Total expenses before excise tax	129,008		104,720		377,561		286,858
Management fees waived	(6,055)		(6,346)		(18,298)		(19,228)
Incentive fees waived	(4,773)		(3,727)		(14,043)		(9,750)
Net expenses before excise tax	118,180		94,647		345,220		257,880
Net investment income before excise tax	165,779		132,144		494,043		341,499
Excise tax expense	4,988		—		12,589		1,386
Net investment income after excise tax	$	160,791	$	132,144	$	481,454	$	340,113

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Interest Expense

Total interest expense (including unused fees and other debt financing expenses), increased to $65.3 million for the three months ended September 30, 2023, an increase of $9.9 million or 18%, compared to the same period in the prior year primarily driven by an increase in the weighted average interest rate on our borrowings partially offset by a decreased in our average principal of debt outstanding. Our weighted average interest rate increased to 4.94% for the three months ended September 30, 2023 from 3.67% for the same period in the prior year. The average principal of debt outstanding decreased to $5,033.7 million for the three months ended September 30, 2023 from $5,867.3 million for the same period in the prior year.

Total interest expense (including unused fees and other debt financing expenses), increased to $198.1 million for the nine months ended September 30, 2023, an increase of $57.4 million or 40.8%, compared to the same period in the prior year primarily driven by an increase in the weighted average interest rate on our borrowings partially offset by a decreased in our average principal of debt outstanding. Our weighted average interest rate increased to 4.80% for the nine months ended September 30, 2023 from 3.18% for the same period in the prior year. The average principal debt outstanding decreased to $5,341.4 million for the nine months ended September 30, 2023 from $5,750.0 million for the same period in the prior year.

Management Fees

Management fees decreased to $24.2 million for the three months ended September 30, 2023, a decrease of $1.2 million, or 5%, compared to the same period in the prior year, due to a decrease in average quarter end 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 $6.1 million and $6.3 million for the three months ended September 30, 2023 and 2022, respectively. The Waiver Period ended on October 28, 2023.

For the three months ended September 30, 2023, our average quarter end gross assets decreased to $9,687.3 million at September 30, 2023 from $10,154.2 million at September 30, 2022.

Management fees decreased to $73.2 million for the nine months ended September 30, 2023, a decrease of $3.7 million, or 5%, compared to the same period in the prior year, due to a decrease in average quarter end 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 $18.3 million and $19.2 million for the nine months ended September 30, 2023 and 2022, respectively. The Waiver Period ended on October 28, 2023.

For the nine months ended September 30, 2023, our average quarter end gross assets decreased to $9,782.9 million at September 30, 2023 from $10,204.2 million at September 30, 2022.

Income Based Incentive Fees

Income based incentive fees increased to $33.4 million for the three months ended September 30, 2023 from $26.1 million for the same period in the prior year primarily due to an increase in pre-incentive fee net investment income. 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 $4.8 million and $3.7 million for the three months ended September 30, 2023 and 2022, respectively. The Waiver Period ended on October 28, 2023.

Pre-incentive fee net investment income increased to $190.9 million for the three months ended September 30, 2023 from $149.1 million for the same period in the prior year.

Income based incentive fees increased to $98.3 million for the nine months ended September 30, 2023 from $68.3 million for the same period in the prior year primarily due to an increase in pre-incentive fee net investment income. 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 $14.0 million and $9.8 million for the nine months ended September 30, 2023 and 2022, respectively. The Waiver Period ended on October 28, 2023.

Pre-incentive fee net investment income increased to $561.7 million for the nine months ended September 30, 2023 from $390.0 million for the same period in the prior year.

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Capital Gains Incentive Fees

We accrued capital gains incentive fees of $1.5 million for the three months ended September 30, 2023 compared to $(5.4) million for the same period in the prior year, primarily due to net unrealized gains for the three months ended September 30, 2023, as compared to the net realized and unrealized losses for the same period in the prior year.

We accrued capital gains incentive fees of $(4.0) million for the nine months ended September 30, 2023 compared to $(8.6) million for the same period in the prior year, primarily due to net realized and unrealized losses for the nine months ended September 30, 2023 and the same period in the prior year.

The reversal of previously accrued incentive fees was attributable to net realized and unrealized losses in the current 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 fees 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.

Total other expenses increased to $4.6 million for the three months ended September 30, 2023 from $3.3 million for the same period in the prior year primarily due to an increase in Professional fees and an increase in Other General and Administrative expenses and partially offset by a decrease in Administrative service expenses.

Total other expenses increased to $12.0 million for the nine months ended September 30, 2023 from $9.6 million for the same period in the prior year primarily due to an increase in Professional fees and an increase in Other general and administrative expenses, driven, in part, by inflationary pressure driving increased costs, and partially offset by a decrease in Administrative service 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 months ended September 30, 2023 and 2022, we accrued $5.0 million and $0.0 million, respectively, of U.S. federal excise tax.

For the nine months ended September 30, 2023 and 2022, we accrued $12.6 million and $1.4 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):

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	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net unrealized gain (loss) on investments	$	20,873	$	(70,650)	$	(27,800)	$	(100,441)
Net unrealized gain (loss) on translation of assets and liabilities in foreign currencies	(133)		64		(3,499)		466
Net unrealized gain (loss)	$	20,740	$	(70,586)	$	(31,299)	$	(99,975)

For the three months ended September 30, 2023, the net unrealized gain was primarily driven by an increase in the fair value of our debt investments as a percentage of principal during the period. The fair value of our debt investments as a percentage of principal increased by 0.2%, during the three months ended September 30, 2023 driven, in part, by changes in the economic outlook.

For the nine months ended September 30, 2023, the net unrealized loss was primarily driven by a 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 0.1% during the nine months ended September 30, 2023 driven by portfolio company fundamentals and changes in the economic outlook.

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,
	2023		2022		2023		2022
Net realized gain (loss) on investments	$	(8,996)	$	31,249	$	(13,295)	$	39,109
Net realized gain (loss) on foreign currency transactions	(1,540)		3,139		17,783		3,530
Net realized gain (loss)	$	(10,536)	$	34,388	$	4,488	$	42,639

For the three and nine months ended September 30, 2023, we generated realized gains on investments of $0.6 million and $10.5 million, respectively, and realized losses on investments of $9.6 million and $23.8 million, respectively, primarily from full or partial sales or restructures of our debt investments. These items were further impacted by net realized loss of $(1.5) million and net realized gain of $17.8 million during the three and nine months ended September 30, 2023, respectively, on foreign currency transactions primarily as a result of fluctuations in the GBP, EUR and CAD exchange rates vs. USD.

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.

To facilitate public issuances of debt and/or equity securities, in July 2022, we filed a shelf registration statement with the SEC that is effective for a term of three years and expires in July 2025. The amount of securities to be issued pursuant to this shelf registration statement was not specified when it was filed and there is no specific dollar limit on the amount of securities we may issue. The securities covered by this registration statement include: (i) common shares; (ii) preferred shares; (iii) debt securities; (iv) subscription rights; and (v) warrants. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

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As of September 30, 2023, we had 4 revolving credit facilities outstanding and we had 4 series 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, 2023 and December 31, 2022, we had an aggregate amount of $4,990.4 million and $5,563.0 million of senior securities outstanding, respectively, and our asset coverage ratio was 192.2% and 174.8%, 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. From time to time we may also repurchase our outstanding debt. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material.

Cash and cash equivalents as of September 30, 2023, taken together with our $1,309.6 million of undrawn 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 $181.4 million of Level 2 debt investments as of September 30, 2023, which could provide additional liquidity if necessary. Although we have historically been able to obtain sufficient borrowing capacity, a deterioration in economic conditions or any other negative economic developments 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 previously obtained. These factors may limit our ability to make new investments and adversely impact our results of operations.

As of September 30, 2023, we had $145.8 million in cash and cash equivalents. During the nine months ended September 30, 2023, cash provided by operating activities was $586.8 million, primarily as a result cash from ongoing receipt of interest payments from our investments, proceeds from sale of investments and principal repayment of $779.2 million partially offset by purchase of investments of $608.9 million. Cash used in financing activities was $584.4 million during the period, which was primarily as a result of net repayments on our credit facilities and Unsecured Notes of $604.9 million and dividends paid in cash of $309.9 million partially offset by $335.5 million of proceeds from the issuance of our common shares.

Equity

On August 14, 2023, we completed a follow-on offering under our shelf registration statement, issuing 6,500,000 of our common shares of beneficial interest at a price to the underwriters of $26.78 per share. Net of underwriting fees, we received cash proceeds, before offering expenses, of $174.1 million. On August 18, 2023, the underwriters exercised, in full, their option to purchase an additional 975,000 shares of common shares, which resulted in cash proceeds, before offering expenses, of $26.1 million. We incurred offering expenses of $0.4 million in connection with the follow-on offering.

We also access liquidity through our “at-the-market” offering program, pursuant to which we may sell, from time to time, up to $400.0 million of additional common shares of beneficial interest. As of September 30, 2023, $264.1 million of common shares were available for issuance under our “at-the-market” offering program.

For additional information on our “at-the-market” offering program, see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 8. Net Assets.”

Distributions

The following table summarizes our distributions declared and payable for the nine months ended September 30, 2023 (dollar amounts in thousands, except share amounts):


Date Declared	Record Date	Payment Date	Per Share Amount		Total Amount
February 27, 2023	March 31, 2023	April 27, 2023	$	0.7000	$	112,400
May 10, 2023	June 30, 2023	July 27, 2023	0.7000		115,783
June 20, 2023	September 30, 2023	October 26, 2023	0.7700		133,552
Total distributions			$	2.1700	$	361,735

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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.

For additional information on our distributions and dividend reinvestment plan, see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 8. Net Assets.”

Share Repurchase Plan

On October 18, 2021, our 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 10b5-1 Plan terminated by its own terms in November 2022.

In February 2023, our Board authorized a share repurchase plan, under which we may repurchase up to $250 million in the aggregate of our outstanding common shares in the open market at prices below our NAV per share for a one-year term, in accordance with the guidelines specified in Rule 10b-18 of the Exchange Act (the “Company 10b-18 Plan”, and together with the Company 10b5-1 Plan, the “Share Repurchase Plans”). The timing, manner, price and amount of any share repurchases will be determined by us, in our sole discretion, based upon the evaluation of economic and market conditions, stock price, applicable legal and regulatory requirements and other factors. During periods when we are able to issue shares under our “at-the-market” program, we will not repurchase shares under a 10b-18 share repurchase plan.

For the three and nine months ended September 30, 2023, the Company did not repurchase any of its shares under the Share Repurchase Plans.

For additional information on our share repurchases, see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 8. Net Assets.”

Borrowings

As of September 30, 2023 and December 31, 2022, we had an aggregate principal amount of $4,990.4 million and $5,563.0 million, respectively, of debt outstanding.

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

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, 2023 and December 31, 2022, we had unfunded delayed draw term loans and revolvers with an aggregate principal amount of $760.6 million and $690.3 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, 2023 and December 31, 2022, the Company estimates that $359.9 million and $16.5 million, respectively, of investments that were committed but not yet funded.

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 ~~March 31, 2019,~~September 30, 2023, management is not aware of any material pending ~~or threatened litigation.~~

~~Contractual Obligations~~

~~A summary of our contractual payment obligations under our credit facilities and our forward purchase obligation as of March 31, 2019, is as follows (dollar amounts in thousands):~~legal proceedings.

Payments Due by Period
Total
Less than
1 year
1-3 years 3-5 years After 5 years
Subscription Facility $ 11,731
$ 11,731
$ —
$ —
$ —
JPM SPV Facility 120,000
—
—
120,000
—
BNP SPV Facility 152,315
—
—
152,315
—
Forward purchase obligation 52,286
52,286
—
—
—
Total Contractual Obligations $ 336,332
$ 64,017
$ —
$ 272,315
$ —

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Related-Party Transactions

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

•the Investment Advisory Agreement; and

•the Administration ~~Agreement;~~Agreement.

•~~the Middle Market Warehouse; 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 ~~objective,~~objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. See “Item 1. ~~Consolidated~~ Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 3. Agreements and Related Party Transactions.”

Recent Developments

~~From April 1, 2019 through May 8, 2019,~~Macroeconomic Environment

The nine months ended September 30, 2023 have been characterized by continued volatility in global markets, driven by investor concerns over inflation, rising interest rates, slowing economic growth, political and regulatory uncertainty and geopolitical conditions, including the war in Ukraine and Russia and the escalated conflict in the Middle East. Significant market dislocation, particularly in the financial sector, could limit the liquidity of certain assets traded in the credit markets, and this could impact our ability to sell such assets at attractive prices or in a timely manner. In addition, a full or partial shutdown of the U.S. government may cause disruptions or instability in capital markets.

Continued inflation has prompted central banks, including the U.S. Federal Reserve, to take monetary policy tightening actions, including raising interest rates in order to control inflation, which has 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 and lead to nonperformance. Additionally, rising rates and increasing costs may dampen consumer spending and slow corporate profit growth, which may negatively impact our portfolio companies as they may be susceptible to economic downturns or recessions and may be unable to repay our loans during these periods. Therefore, during these periods our non-performing assets may increase and the value of our portfolio may decrease if we are required to write down the values of our investments. Adverse economic conditions may also decrease the value of collateral securing some of our loans and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing investments and harm our operating results. It remains difficult to predict the full impact of recent changes and any future changes in interest rates or inflation.

Banking Sector Conditions

Recent bank closures in the United States have caused uncertainty for financial services companies and fear of instability in the global financial system generally. In addition, certain financial institutions—in particular smaller and/or regional banks—have experienced volatile stock prices and significant losses in their equity value, and there is concern that depositors at these institutions have withdrawn, or may withdraw in the future, significant sums from their accounts at these institutions. Notwithstanding intervention by U.S. governmental agencies to protect the uninsured depositors of banks that have recently closed, there is no guarantee that the uninsured depositors of a financial institution that closes (which depositors could include the Company and/or its portfolio companies) will be made ~~new investment commitments~~whole or, even if made whole, that such deposits will become available for withdrawal in short order. There is a risk that other banks, or other financial institutions, may be similarly impacted, and it is uncertain what steps (if any) regulators may take in such circumstances or what other economic or other impacts there may be. In addition, uncertainty caused by recent bank failures—and general concern regarding the financial health and outlook for other financial institutions—could have an overall negative effect on banking systems and financial markets generally. These recent developments may also have other implications for broader economic and monetary policy, including interest rate policy. For the foregoing reasons, there can be no assurances that conditions in the banking sector and in global financial markets will not worsen and/or adversely affect the Company, its portfolio companies or their respective financial performance.

Table of ~~approximately $581 million,~~Contents

Reference Rate Reform

LIBOR and certain other floating rate benchmark indices have been the subject of ~~which approximately $529 million had been funded.~~recent national, international and regulatory guidance and proposals for reform or replacement. The publication of USD LIBOR continued until June 30, 2023 and market participants have generally transitioned to SOFR thereafter. Additionally, market participants have transitioned from GBP LIBOR to the Sterling Overnight Index Average, or SONIA, in line with guidance from the U.K. regulators.

Critical Accounting ~~Policies~~Estimates

The preparation of ~~our~~the condensed 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 ~~policies,~~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, ~~2018,~~2022, filed with the SEC on ~~March 18, 2019,~~February 27, 2023, and elsewhere in our filings with the SEC. There have been no ~~significant~~material changes in our critical accounting policies and practices.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Uncertainty with respect to the economic conditions has introduced significant volatility in the financial markets, and the effect of the volatility could materially impact our market risks. We are subject to financial market risks, including valuation risk, ~~and~~ interest rate ~~risk.~~

~~Valuation Risk~~

~~We have invested,~~risk and ~~plan~~inflation risk. Our exposure to ~~continue to invest, primarily~~market risk has not materially changed from what was previously disclosed 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 our Board, based~~Annual Report 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 processForm 10-K 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.fiscal year ended December 31, 2022.

~~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 March 31, 2019, 100% of our debt investments at fair value were at floating rates. Based on our consolidated balance sheet as of March 31, 2019, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates (considering interest 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
Up 300 basis points $ 28,601
$ (8,521 ) $ 20,080
Up 200 basis points 19,068
(5,681 ) 13,387
Up 100 basis points 9,534
(2,840 ) 6,694
Down 100 basis points (9,534 ) 2,840
(6,694 )
Down 200 basis points (15,254 ) 5,681
(9,573 )
Down 300 basis points (15,254 ) 7,385
(7,869 )

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

~~In accordance with~~The Company maintains disclosure controls and procedures (as that term is defined in Rules ~~13a-15(b)~~13a-15(e) and ~~15d-15(b) of~~15d-15(e) under the ~~Securities~~Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act ~~of 1934, as amended (the “Exchange Act”), we, under~~is recorded, processed, and summarized and reported within the ~~supervision~~time periods specified in the SEC’s rules and ~~with~~forms, and that such information is accumulated and communicated to the ~~participation of our Chief~~Company’s management, including its Co-Chief Executive ~~Officer~~Officers and Chief Financial Officer, ~~carried out an~~as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. An evaluation of the effectiveness of the design and operation 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 was made under the supervision and ~~determined~~with the participation of our management, including our Co-Chief Executive Officers and Chief Financial Officer. Based upon this evaluation, our Co-Chief Executive Officers and Chief Financial Officer have concluded that our disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Co-Chief Executive Officer and Chief Financial Officer, as ~~of the end of the period covered by the Quarterly Report on Form 10-Q.~~appropriate to allow timely decisions regarding required disclosure.

(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 ~~March 31, 2019~~September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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.~~proceedings. 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.

There have been no material changes to the risk factors ~~previously disclosed under~~discussed in Part I, Item ~~1A of~~1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2022.

Item 2. Unregistered Sales of Equity Securities, ~~and~~ Use of ~~Proceeds.~~Proceeds, and Issuer Purchases of Equity Securities.

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, terminated by its terms in November 2022. In February 2023, the Board authorized a share repurchase plan, under which the Company may repurchase up to $250 million in the aggregate of our outstanding common shares in the open market at prices below the Company's NAV per share for a one-year term, in accordance with the guidelines specified in Rule 10b-18 of the Exchange Act (the “10b-18 Plan” and, together with the 10b-5 Plan, the “Share Repurchase Plans”). Refer to "“Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 8. Net Assets"” in this Form 10-Q for ~~issuances~~more information.

For the nine months ended September 30, 2023, the Company did not repurchase any of ~~our~~its shares ~~during~~under the ~~quarter. Such issuances were part of our Private Offering pursuant to Section 4(a)(2) of the 1933 Act and Regulation D thereunder.~~Share Repurchase Plans.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

~~None.~~Section 13(r) Disclosure

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, we hereby incorporate by reference herein Exhibit 99.1 of this report, which includes disclosures regarding activities at Mundys S.p.A., which may be, or may have been at the time considered to be, an affiliate of Blackstone and, therefore, our affiliate.

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Item 6. Exhibits.

~~(a) Exhibits~~


Exhibit Number						Description of Exhibits

~~Exhibit~~ ~~Number~~ 3.1						~~Description~~ Fourth Amended and Restated Declaration of ~~Exhibits~~Trust, dated as of October 18, 2021 (incorporated by reference to Exhibit (a)(1) to the Company’s Registration Statement on Form N-2 filed on October 18, 2021).

~~31.1~~3.2						Amended and Restated Bylaws, dated as of October 18, 2021 (incorporated by reference to Exhibit (b) to the Company’s Registration Statement on Form N-2 filed on October 18, 2021).

10.1						Underwriting Agreement, dated August 9, 2023, by and among Blackstone Secured Lending Fund, Blackstone Credit BDC Advisors LLC, Blackstone Alternative Credit Advisors LP and Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters named therein (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed on August 14, 2023).

10.2						Eighth Amendment to the Revolving Credit Agreement among Breckenridge Funding, the lenders party thereto, BNP Paribas, the Company and Wells Fargo Bank, National Association, dated November 1, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed November 3, 2023).

31.1						Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2						Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.3						Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* (furnished herewith)

32.2						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (furnished herewith)

32.3						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (furnished herewith)

99.1						Section 13(r) Disclosure.*

101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document*

101.SCH						Inline XBRL Taxonomy Extension Schema Document*

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document*

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

_________________________


*	~~Filed herewith.~~

* Filed herewith.

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The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			Blackstone Secured Lending Fund

			~~Blackstone / GSO Secured Lending Fund~~
Date:		November 8, 2023

~~Date:~~	~~May 10, 2019~~	/s/ Brad Marshall
			Brad Marshall
			~~Chief~~Co-Chief Executive Officer

Date:		~~May 10, 2019~~November 8, 2023	/s/ ~~Stephan Kuppenheimer~~Jonathan Bock
			~~Stephan Kuppenheimer~~Jonathan Bock
			Co-Chief Executive Officer

Date:		November 8, 2023	/s/ Teddy Desloge
			Teddy Desloge
			Chief Financial Officer



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)


	March 31, 2019		December 31, 2018				September 30, 2023		December 31, 2022
ASSETS	(Unaudited)					ASSETS
Investments at fair value						Investments at fair value
Non-controlled/non-affiliated investments (cost of $933,070 and $548,753 at March 31, 2019 and December 31, 2018, respectively)	$	935,196	$	545,325
Non-controlled/non-affiliated investments (cost of $9,551,112 and $9,621,233 at September 30, 2023 and December 31, 2022, respectively)						Non-controlled/non-affiliated investments (cost of $9,551,112 and $9,621,233 at September 30, 2023 and December 31, 2022, respectively)	$	9,493,024	$	9,560,664
Non-controlled/affiliated investments (cost of $1 and $36,639 at September 30, 2023 and December 31, 2022, respectively)						Non-controlled/affiliated investments (cost of $1 and $36,639 at September 30, 2023 and December 31, 2022, respectively)	6,976		56,584

Total investments at fair value (cost of $9,551,113 and $9,657,872 at September 30, 2023 and December 31, 2022, respectively)						Total investments at fair value (cost of $9,551,113 and $9,657,872 at September 30, 2023 and December 31, 2022, respectively)	9,500,000		9,617,248
Cash and cash equivalents	20,636		6,228			Cash and cash equivalents	145,784		131,272
Interest receivable from non-controlled/non-affiliated investments	3,615		2,212			Interest receivable from non-controlled/non-affiliated investments	81,176		97,874
Deferred financing costs	2,054		2,270			Deferred financing costs	14,580		13,332
Deferred offering costs	744		591
Receivable for investments	21,192		17,746
Subscription Receivable (Note 8)	33,120		—
Other assets	247		371
Receivable for investments sold						Receivable for investments sold	60,695		49,269

Total assets	$	1,016,804	$	574,743		Total assets	$	9,802,235	$	9,908,995
LIABILITIES						LIABILITIES
Debt	$	284,046	$	185,000
Debt (net of unamortized debt issuance costs of $28,016 and $35,289 at September 30, 2023 and December 31, 2022, respectively)						Debt (net of unamortized debt issuance costs of $28,016 and $35,289 at September 30, 2023 and December 31, 2022, respectively)	$	4,962,379	$	5,527,715
Payable for investments purchased	82,455		149,513			Payable for investments purchased	11,038		20,273
Due to affiliates	2,550		1,761			Due to affiliates	8,694		10,809
Management fees payable	1,492		309
Income based incentive fee payable	1,143		—
Capital gains incentive fee payable	475		—
Forward purchase liability at fair value (cost: $0 at March 31, 2019 and December 31, 2018) (Note 7)	104		222
Management fees payable (Note 3)						Management fees payable (Note 3)	18,164		18,595
Income based incentive fees payable (Note 3)						Income based incentive fees payable (Note 3)	28,637		24,773
Capital gains incentive fees payable (Note 3)						Capital gains incentive fees payable (Note 3)	1,484		5,506
Interest payable						Interest payable	27,216		45,289
Distribution payable (Note 8)	7,163		—			Distribution payable (Note 8)	133,552		96,218
Interest payable	4,043		918
Accrued expenses and other liabilities	580		655			Accrued expenses and other liabilities	8,476		851
Total liabilities	384,051		338,378			Total liabilities	5,199,640		5,750,029
Commitments and contingencies (Note 7)						Commitments and contingencies (Note 7)
NET ASSETS						NET ASSETS
Common shares, $0.001 par value (unlimited shares authorized; 25,106,231 and 9,621,319 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively)	$	25	$	10
Common shares, $0.001 par value (unlimited shares authorized; 173,443,538 and 160,362,861 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively)						Common shares, $0.001 par value (unlimited shares authorized; 173,443,538 and 160,362,861 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively)	173		160
Additional paid in capital	628,813		239,247			Additional paid in capital	4,383,821		4,033,113
Distributable earnings (loss)	3,915		(2,892		)	Distributable earnings (loss)	218,601		125,693
Total net assets	632,753		236,365			Total net assets	4,602,595		4,158,966
Total liabilities and net assets	$	1,016,804	$	574,743		Total liabilities and net assets	$	9,802,235	$	9,908,995
NET ASSET VALUE PER SHARE	$	25.20	$	24.57		NET ASSET VALUE PER SHARE	$	26.54	$	25.93


	Nine Months Ended September 30,
	2023		2022
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	454,643	$	282,777
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	27,800		100,441
Net unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies	3,499		(466)
Net realized (gain) loss on investments	13,295		(39,109)
Payment-in-kind interest capitalized	(37,579)		(31,891)
Net accretion of discount and amortization of premium	(39,256)		(36,023)
Amortization of deferred financing costs	3,902		2,853
Amortization of debt financing and debt issuance costs	7,272		7,799






Purchases of investments	(608,878)		(808,767)
Proceeds from sale of investments and principal repayments	779,177		955,578
Changes in operating assets and liabilities:
Interest receivable	16,698		(5,264)
Receivable for investments sold	(11,426)		102,833

Other assets	—		194
Payable for investments purchased	(9,235)		(17,442)
Due to affiliates	(2,115)		18,090
Management fee payable	(431)		1,227
Income based incentive fee payable	3,864		2,552
Capital gains incentive fee payable	(4,022)		(8,601)
Interest payable	(18,073)		(19,424)
Accrued expenses and other liabilities	7,625		(2,225)
Net cash provided by (used in) operating activities	586,760		505,132
Cash flows from financing activities:
Borrowings on debt	1,083,643		749,088
Repayments on debt	(1,688,530)		(699,151)
Deferred financing costs paid	(5,149)		(3,789)

Deferred offering costs paid on issuance of common shares	—		(1,607)
Dividends paid in cash	(309,862)		(305,756)
Proceeds from issuance of common shares, net of offering and underwriting costs	335,515		—
Repurchased shares	—		(215,612)
Net cash provided by (used in) financing activities	(584,383)		(476,827)
Net increase (decrease) in cash and cash equivalents	2,377		28,306
Effect of foreign exchange rate changes on cash and cash equivalents	12,135		—
Cash and cash equivalents, beginning of period	131,272		102,879
Cash and cash equivalents, end of period	$	145,784	$	131,185

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



	Three Months Ended March 31, 2019
Cash flows from operating activities:
Net increase in net assets resulting from operations	$	13,969
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	(5,553		)
Net unrealized (appreciation) depreciation on forward purchase obligation	(118		)
Net realized (gain) loss on investments	(1,726		)
Net accretion of discount and amortization of premium	(766		)
Amortization of deferred financing costs	290
Amortization of offering costs	222
Purchases of investments	(540,294		)
Proceeds from sale of investments and principal repayments	158,469
Changes in operating assets and liabilities:
Interest receivable	(1,403		)
Receivable for investments	(3,446		)
Other assets	124
Payable for investments purchased	(67,058		)
Due to affiliates	789
Management fee payable	1,183
Income based incentive fee payable	1,143
Capital gains incentive fee payable	475
Interest payable	3,125
Accrued expenses and other liabilities	(450		)
Net cash provided by (used in) operating activities	(441,025		)
Cash flows from financing activities:
Borrowings on credit facilities	390,463
Repayments on credit facilities	(291,417		)
Deferred financing costs paid	(75		)
Proceeds from issuance of common shares	356,462
Net cash provided by (used in) financing activities	455,433
Net increase (decrease) in cash and cash equivalents	14,408
Cash and cash equivalents, beginning of period	6,228
Cash and cash equivalents, end of period	$	20,636

Supplemental information and non-cash activities:
Interest paid during the period	$	1,257
Distributions declared during the period	$	7,163
Subscription receivable	$	33,120
Accrued but unpaid offering costs	$	375



Blackstone Secured Lending Fund Condensed Consolidated Statements of Cash Flows (in thousands) (Unaudited)
	Nine Months Ended September 30,
	2023		2022
Supplemental information and non-cash activities:
Interest paid during the period	$	205,586	$	146,210

Distribution payable	133,552		129,983
Reinvestment of distributions during the period	15,206		39,439


Excise taxes paid	5,245		4,106



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



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


				Page

PART I			FINANCIAL INFORMATION	~~Page~~

~~PART I~~	~~FINANCIAL INFORMATION~~
Item 1.	Financial Statements
			Condensed Consolidated Statements of Assets and Liabilities as of ~~March 31, 2019 (Unaudited)~~ September 30, 2023 and December 31, ~~2018~~2022(Unaudited)	23
			Condensed Consolidated ~~Statement~~Statements of Operations for the three and nine months ended ~~March 31, 2019~~September 30, 2023 and 2022 (Unaudited)	34
			Condensed Consolidated ~~Statement~~Statements of Changes in Net Assets for the three and nine months ended ~~March 31, 2019~~September 30, 2023 and 2022 (Unaudited)	45
			Condensed Consolidated ~~Statement~~Statements of Cash Flows for the ~~three~~nine months ended ~~March 31, 2019~~September 30, 2023 and 2022 (Unaudited)	57
			Condensed Consolidated Schedules of Investments as of ~~March 31, 2019 (Unaudited)~~ September 30, 2023 and December 31, ~~2018~~2022(Unaudited)	69
			Notes to Condensed Consolidated Financial Statements (Unaudited)	1244
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations	3374
Item 3.			Quantitative and Qualitative Disclosures About Market Risk	4485
Item 4.			Controls and Procedures	4585

PART II			OTHER INFORMATION
Item 1.			Legal Proceedings	4586
Item 1A.			Risk Factors	4586
Item 2.			Unregistered Sales of Equity Securities, ~~and~~ Use of Proceeds, and Issuer Purchases of Equity Securities	4586
Item 3.			Defaults Upon Senior Securities	4586
Item 4.			Mine Safety Disclosures	4586
~~Item 5.~~	~~Other Information~~	45
~~Item 6.~~	~~Exhibits~~	46
~~Signatures~~Item 5.			Other Information	86
Item 6.			Exhibits	87
Signatures



	Three Months Ended March 31, 2019
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	15,226
Fee income	13
Total investment income	15,239
Expenses:
Interest expense	4,672
Management fees	1,492
Income based incentive fee	1,143
Capital gains incentive fee	475
Professional fees	233
Board of Trustees' fees	123
Administrative service expenses (Note 3)	426
Other general and administrative	451
Amortization of offering costs	222
Total expenses	9,237
Expense support (Note 3)	(570		)
Net expenses	8,667
Net investment income	6,572
Realized and unrealized gain (loss):
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments	5,553
Forward purchase obligation (Note 7)	118
Net unrealized appreciation (depreciation)	5,671
Realized gain (loss):
Non-controlled/non-affiliated investments	1,726
Net realized gain (loss)	1,726
Net realized and unrealized gain (loss)	7,397
Net increase (decrease) in net assets resulting from operations	$	13,969
Net investment income per share (basic and diluted)	$	0.46
Earnings (loss) per share (basic and diluted)	$	0.98
Weighted average shares outstanding (basic and diluted)	14,275,804
Distributions declared per share	$	0.50


	Par Amount		Additional Paid in Capital		Distributable Earnings (Loss)		Total Net Assets
Balance, June 30, 2023	$	165	$	4,168,948	$	181,158	$	4,350,271
Issuance of common shares, net of offering and underwriting costs	8		210,238		—		210,246

Reinvestment of dividends (1)	—		4,635		—		4,635
Net investment income	—		—		160,791		160,791
Net realized gain (loss) on investments	—		—		(10,536)		(10,536)
Net change in unrealized appreciation (depreciation) on investments	—		—		20,740		20,740
Dividends declared and payable from net investment income	—		—		(133,552)		(133,552)

Balance, September 30, 2023	$	173	$	4,383,821	$	218,601	$	4,602,595



	Three Months Ended March 31, 2019
Operations:
Net investment income	$	6,572
Net realized gain (loss)	1,726
Net unrealized appreciation (depreciation)	5,671
Net increase (decrease) in net assets resulting from operations	13,969
Distributions to shareholders from:
Net investment income	(7,163		)
Total distributions to shareholders	(7,163		)
Capital share transactions:
Issuance of common shares	389,582
Net increase (decrease) in net assets resulting from capital share transactions	389,582
Net increase (decrease) in net assets	396,388
Net Assets, beginning of period	236,365
Net Assets, end of period	$	632,753


Blackstone Secured Lending Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt
First Lien Debt - non-controlled/non-affiliated
Aerospace & Defense
Corfin Holdings, Inc.	(4)(10)	SOFR +	6.00%	11.42%	12/27/2027	$	198,774	$	196,622	$	192,811	4.19	%
Corfin Holdings, Inc.	(4)(11)	SOFR +	6.00%	11.42%	2/5/2026	68,732		68,044		66,670		1.45
Frontgrade Technologies Holdings, Inc.	(4)(5)(7)(10)	SOFR +	6.75%	12.07%	1/9/2030	386		366		384		0.01
Frontgrade Technologies Holdings, Inc.	(4)(5)(10)	SOFR +	6.75%	12.14%	1/9/2030	1,990		1,936		1,985		0.04
Linquest Corp.	(4)(5)(10)	SOFR +	5.75%	11.22%	7/28/2028	9,763		9,629		9,470		0.21
MAG DS Corp.	(11)	SOFR +	4.25%	9.93%	4/1/2027	80,660		76,535		77,131		1.68
Maverick Acquisition, Inc.	(4)(11)	SOFR +	6.25%	11.64%	6/1/2027	14,742		14,561		11,056		0.24
Maverick Acquisition, Inc.	(4)(12)	SOFR +	6.25%	11.64%	6/1/2027	3,905		3,853		2,928		0.06
TCFI AEVEX, LLC	(4)(11)	SOFR +	6.00%	11.43%	3/18/2026	110,516		109,577		110,516		2.40
								481,123		472,951		10.28
Air Freight & Logistics
AGI-CFI Holdings, Inc.	(4)(10)	SOFR +	5.75%	11.29%	6/11/2027	95,662		94,433		93,270		2.03
ENV Bidco AB	(4)(6)(10)	SOFR +	5.75%	11.14%	7/19/2029	1,006		985		996		0.02
ENV Bidco AB	(4)(5)(6)(7)(8)	E +	5.75%	9.72%	7/19/2029	EUR	1,122	947		1,012		0.02
Livingston International, Inc.	(4)(6)(10)	SOFR +	5.50%	10.99%	4/30/2027	127,871		125,938		122,756		2.67
Mode Purchaser, Inc.	(4)(11)	SOFR +	6.25%	11.77%	12/9/2026	143,110		141,806		143,110		3.11
Mode Purchaser, Inc.	(4)(11)	SOFR +	6.25%	11.77%	2/5/2029	4,085		4,023		4,085		0.09
Redwood Services Group, LLC	(4)(10)	SOFR +	6.15%	11.50%	6/15/2029	2,454		2,415		2,405		0.05
Redwood Services Group, LLC	(4)(7)(10)	SOFR +	6.25%	11.75%	6/15/2029	947		883		909		0.02
RoadOne Inc	(4)(5)(7)(11)	SOFR +	6.25%	11.72%	12/30/2028	1,088		1,050		1,065		0.02
RWL Holdings, LLC	(4)(10)	SOFR +	5.75%	11.29%	12/31/2028	30,400		29,948		29,184		0.63
SEKO Global Logistics Network, LLC	(4)(5)(11)	SOFR +	4.75%	10.47%	12/30/2026	5,489		5,442		5,448		0.12
SEKO Global Logistics Network, LLC	(4)(5)(7)(11)	P +	3.75%	12.25%	12/30/2026	103		98		99		0.00
SEKO Global Logistics Network, LLC	(4)(5)(11)	SOFR +	4.75%	10.41%	12/30/2026	793		787		787		0.02
SEKO Global Logistics Network, LLC	(4)(5)(11)	E +	4.75%	8.35%	12/30/2026	EUR	1,839	2,111		1,933		0.04
								410,866		407,059		8.84
Building Products
Fencing Supply Group Acquisition, LLC	(4)(7)(11)	SOFR +	6.00%	11.65%	2/26/2027	53,694		53,195		52,263		1.14
Jacuzzi Brands, LLC	(4)(10)	SOFR +	6.00%	11.39%	2/25/2025	12,059		11,994		10,884		0.24
Jacuzzi Brands, LLC	(4)(11)	SOFR +	6.00%	11.39%	2/25/2025	82,758		82,400		74,689		1.62
L&S Mechanical Acquisition, LLC	(4)(5)(10)	SOFR +	7.75%	13.20% (incl. 2.00% PIK)	9/1/2027	12,604		12,441		11,848		0.26
Lindstrom, LLC	(4)(11)	SOFR +	6.25%	11.68%	4/7/2025	121,382		120,794		120,168		2.61
Windows Acquisition Holdings, Inc.	(4)(5)(11)	SOFR +	6.50%	12.04%	12/29/2026	49,997		49,456		49,997		1.09
								330,280		319,849		6.96



Investments—non-controlled/non-affiliated (1)(5)	Reference Rate and Spread	Interest Rate (2)	Maturity Date	Par Amount		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt
Aerospace and Defense
StandardAero Aviation Holdings, Inc. (6)	L + 3.75%	6.25%	7/7/2022	$	6,959	$	6,910	$	6,976	1.10	%
Air Freight and Logistics
R1 Holdings, LLC (4)(8)	L + 6.25%	9.12%	1/2/2026	35,070		34,393		34,369		5.43
Building Products
American Bath Group, LLC (4)	L + 4.25%	6.85%	9/30/2023	4,975		4,880		4,938		0.78
Jacuzzi Brands, Inc. (4)(8)	L + 6.50%	8.99%	2/25/2025	73,105		71,666		71,643		11.32
Latham Pool Products, Inc.	L + 6.00%	8.61%	6/13/2025	44,339		42,626		43,452		6.87
Ply Gem Midco, Inc. (6)	L + 3.75%	6.55%	4/12/2025	3,482		3,362		3,348		0.53
				125,901		122,534		123,381		19.50
Chemicals
Alchemy US Holdco 1, LLC (4)	L + 5.50%	8.12%	10/10/2025	3,975		3,966		3,975		0.63
Polymer Additives, Inc. (4)	L + 6.00%	8.50%	7/31/2025	29,977		28,496		27,430		4.34
				33,952		32,462		31,405		4.97
Commercial Services & Supplies
Research Now Group, LLC	L + 5.50%	8.00%	12/20/2024	34,911		34,397		34,780		5.50
Revspring, Inc. (4)	L + 4.25%	6.74%	10/11/2025	2,993		2,985		2,963		0.47
				37,904		37,382		37,743		5.97
Construction & Engineering
IEA Energy Services LLC	L + 6.25%	8.85%	9/25/2024	16,331		15,713		15,556		2.46
Therma LLC (4)(5)(6)	L + 6.50%	9.00%	3/29/2025	80,000		78,402		78,400		12.39
				96,331		94,115		93,956		14.85
Distributors
Tailwind Colony Holding Corporation (4)	L + 7.50%	10.10%	11/13/2024	29,358		28,984		29,065		4.59
Fastlane Parent Company, Inc. (4)	L + 4.50%	7.10%	2/4/2026	35,000		34,313		34,737		5.49
				64,358		63,297		63,802		10.08
Diversified Consumer Services
American Residential Services, LLC	L + 4.00%	6.50%	6/30/2022	1,648		1,641		1,628		0.26
Weight Watchers International, Inc. (6)	L + 4.75%	7.56%	11/29/2024	7,305		7,272		6,997		1.11
Weld North Education, LLC	L + 4.25%	6.85%	2/7/2025	13,625		13,462		13,535		2.14
				22,578		22,375		22,160		3.51
Diversified Financial Services
York Risk Services Holding Corp	L + 3.75%	6.25%	10/1/2021	5,969		5,713		5,618		0.89
Electronic Equipment, Instruments & Components				.
Convergeone Holdings, Inc.	L + 5.00%	7.50%	1/4/2026	15,000		14,404		14,395		2.27
Energy Equipment & Services
Tetra Technologies, Inc. (4)(6)	L + 6.25%	8.74%	9/10/2025	21,818		21,690		21,600		3.41
Health Care Equipment & Supplies
Lifescan Global Corporation	L + 6.00%	8.80%	10/1/2024	41,239		39,593		39,744		6.28
Orchid Orthopedic Solutions (4)	L + 4.50%	7.10%	2/26/2026	7,600		7,525		7,624		1.20
				48,839		47,118		47,368		7.48
Health Care Providers & Services
AMGH Holding Corp	L + 3.25%	5.74%	4/28/2022	6,965		6,615		6,576		1.04
AMGH Holding Corp	L + 4.25%	6.74%	3/14/2025	6,201		5,885		5,845		0.92
Envision Healthcare Corporation	L + 3.75%	6.25%	10/10/2025	998		940		936		0.15
Epoch Acquisition, Inc. (4)	L + 6.75%	9.24%	10/4/2024	25,313		24,991		25,313		4.00
The GI Alliance Management, LLC (4)	L + 6.25%	8.85%	11/2/2024	37,342		36,654		36,708		5.80
Orion B Holdings, LLC (4)	L + 5.75%	8.23%	11/16/2025	13,628		13,465		13,492		2.13
Phoenix Guarantor, Inc.	L + 4.50%	6.98%	2/8/2026	23,524		23,165		23,171		3.66
Prospect Medical Holdings, Inc.	L + 5.50%	8.00%	2/22/2024	1,995		1,983		1,824		0.29
				115,966		113,698		113,865		17.99
Health Care Technology
Precyse Acquisition Corporation	L + 4.50%	7.00%	10/20/2022	2,985		2,957		2,873		0.45
Hotels, Restaurants & Leisure
Casablanca US Holdings Inc. (4)(6)	L + 4.00%	6.74%	3/29/2024	786		754		762		0.12
Hotel Acquisition Company LLC (4)(8)	L + 6.00%	8.50%	12/9/2024	92,768		91,491		92,304		14.59
				93,554		92,245		93,066		14.71


~~(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.~~


~~(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 (see Note 3 and Note 5), pursuant to the Company’s valuation policy.


Blackstone Secured Lending Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt non-controlled/non-affiliated (continued)
Commercial Services & Supplies
Bazaarvoice, Inc.	(4)(7)(8)	SOFR +	5.75%	10.47%	5/7/2028	$	226,746	$	226,746	$	226,746	4.93	%
CFS Brands, LLC	(4)(7)(11)	SOFR +	6.00%	11.31%	10/2/2030	118,756		115,897		115,775		2.52
Iris Buyer, LLC	(4)(7)(11)	SOFR +	6.25%	11.64%	10/2/2030	25,710		24,851		24,801		0.54
Java Buyer, Inc.	(4)(10)	SOFR +	5.75%	11.26%	12/15/2027	4,047		3,990		4,006		0.09
Java Buyer, Inc.	(4)(7)(10)	SOFR +	5.75%	11.22%	12/15/2027	1,484		1,454		1,456		0.03
JSS Holdings, Inc.	(4)(10)	SOFR +	6.00%	11.50%	12/18/2028	283,735		281,189		283,735		6.16
JSS Holdings, Inc.	(4)(10)	SOFR +	6.00%	11.31%	12/17/2028	4,900		4,845		4,900		0.11
Knowledge Pro Buyer, Inc.	(4)(7)(10)	SOFR +	5.75%	11.17%	12/10/2027	5,878		5,788		5,857		0.13
Knowledge Pro Buyer, Inc.	(4)(7)(10)	P +	4.75%	13.25%	12/10/2027	578		564		578		0.01
KPSKY Acquisition, Inc.	(4)(10)(18)	SOFR +	5.60%	10.97%	10/19/2028	20,168		19,877		20,168		0.44
KPSKY Acquisition, Inc.	(4)(7)(10)	SOFR +	5.50%	10.88%	10/19/2028	2,194		2,162		2,194		0.05
Onex Baltimore Buyer, Inc.	(4)(10)(18)	SOFR +	6.00%	10.92%	12/1/2027	10,799		10,648		10,799		0.23
Onex Baltimore Buyer, Inc.	(4)(7)(10)	SOFR +	5.50%	10.92%	12/1/2027	8,512		8,313		8,429		0.18
The Action Environmental Group, Inc.	(4)(12)	SOFR +	6.15%	11.55%	1/16/2026	11,047		11,020		11,047		0.24
The Action Environmental Group, Inc.	(4)(12)	SOFR +	6.00%	11.55%	1/16/2026	132,665		131,443		132,665		2.88
Veregy Consolidated, Inc.	(11)	SOFR +	6.00%	11.63%	11/2/2027	20,688		20,352		18,412		0.40
								869,139		871,568		18.94
Construction & Engineering
ASP Endeavor Acquisition, LLC	(4)(5)(9)	SOFR +	6.50%	12.13%	5/3/2027	13,661		13,497		12,875		0.28
COP Home Services TopCo IV, Inc.	(4)(5)(7)(11)	SOFR +	6.10%	11.47%	12/31/2027	37,805		36,571		37,636		0.82
								50,068		50,511		1.10
Containers & Packaging
Ascend Buyer, LLC	(4)(7)(10)	SOFR +	6.40%	11.94%	10/2/2028	18,743		18,450		18,536		0.40
Ascend Buyer, LLC	(4)(10)	SOFR +	6.40%	11.94%	9/30/2028	1,980		1,930		1,960		0.04
								20,380		20,496		0.44
Distributors
BP Purchaser, LLC	(4)(10)	SOFR +	5.50%	11.17%	12/10/2028	7,277		7,169		7,095		0.15
Bution Holdco 2, Inc.	(4)(11)	SOFR +	6.25%	11.72%	10/17/2025	70,768		70,285		70,768		1.54
Dana Kepner Company, LLC	(4)(11)	SOFR +	6.00%	11.55%	12/29/2026	49,789		49,192		49,540		1.08
Genuine Cable Group, LLC	(4)(10)	SOFR +	5.50%	10.92%	11/2/2026	168,649		166,725		165,276		3.59
Marcone Yellowstone Buyer, Inc.	(4)(5)(10)	SOFR +	6.25%	11.64%	6/23/2028	6,494		6,407		6,120		0.13
Marcone Yellowstone Buyer, Inc.	(4)(5)(7)(10)	SOFR +	6.50%	12.04%	6/23/2028	1,570		1,522		1,475		0.03
NDC Acquisition Corp.	(4)(11)	SOFR +	5.75%	11.24%	3/9/2027	13,457		13,245		13,289		0.29
NDC Acquisition Corp.	(4)(7)(11)	SOFR +	5.75%	11.00%	3/9/2027	514		460		471		0.01
Tailwind Colony Holding Corporation	(4)(11)	SOFR +	6.60%	11.97%	11/13/2024	10,419		10,344		10,211		0.22


Blackstone Secured Lending Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Health Care Equipment & Supplies
Bamboo US BidCo LLC	(4)(5)(6)(7)(11)	SOFR +	6.00%	11.32%	9/30/2030	$	680	$	654	$	652	0.01	%
Bamboo US BidCo LLC	(4)(5)(6)(11)	E +	6.00%	9.86%	9/30/2030	EUR	346	354		355		0.01
CPI Buyer, LLC	(4)(7)(10)	SOFR +	5.50%	11.18%	11/1/2028	31,138		30,660		29,983		0.65
GCX Corporation Buyer, LLC	(4)(5)(10)	SOFR +	5.50%	10.92%	9/13/2027	21,560		21,255		21,129		0.46
GCX Corporation Buyer, LLC	(4)(5)(10)	SOFR +	5.50%	11.02%	9/13/2027	5,459		5,392		5,350		0.12
								58,315		57,469		1.25
Health Care Providers & Services
123Dentist, Inc.	(4)(5)(6)(7)(10)	C +	5.50%	10.88%	8/10/2029	CAD	1,741	767		652		0.01
ACI Group Holdings, Inc.	(4)(5)(7)(10)	SOFR +	5.50%	10.92% (incl. 1.25% PIK)	8/2/2028	113,410		111,371		111,639		2.43
ADCS Clinics Intermediate Holdings, LLC	(4)(11)	SOFR +	6.50%	11.87%	5/7/2027	6,866		6,784		6,798		0.15
ADCS Clinics Intermediate Holdings, LLC	(4)(11)	SOFR +	6.50%	11.90%	5/7/2027	1,645		1,629		1,629		0.04
ADCS Clinics Intermediate Holdings, LLC	(4)(7)(11)	SOFR +	6.50%	11.95%	5/7/2026	223		209		197		0.00
Amerivet Partners Management, Inc.	(4)(5)(7)(10)	SOFR +	5.50%	11.04%	2/25/2028	6,566		6,452		6,352		0.14
Canadian Hospital Specialties Ltd.	(4)(5)(6)(11)	C +	4.50%	9.87%	4/14/2028	CAD	26,578	21,031		19,461		0.42
Canadian Hospital Specialties Ltd.	(4)(5)(6)(11)	C +	4.50%	10.01%	4/14/2028	CAD	3,126	2,486		2,289		0.05
Canadian Hospital Specialties Ltd.	(4)(5)(6)(7)(10)	C +	4.50%	9.88%	4/15/2027	CAD	3,044	1,402		4,458		0.10
CCBlue Bidco, Inc.	(4)(7)(10)	SOFR +	6.25%	11.60% (incl. 2.75% PIK)	12/21/2028	10,584		10,427		9,803		0.21
DCA Investment Holdings, LLC	(4)(10)	SOFR +	6.41%	11.80%	4/3/2028	21,558		21,351		21,180		0.46
DCA Investment Holdings, LLC	(4)(7)(10)	SOFR +	6.50%	11.87%	4/3/2028	985		973		970		0.02
DCA Investment Holdings, LLC	(4)(10)	SOFR +	6.41%	11.65%	4/3/2028	11,398		11,345		11,199		0.24
Epoch Acquisition, Inc.	(4)(11)	SOFR +	6.00%	11.55%	10/4/2026	24,117		24,004		23,876		0.52
Healthcomp Holding Company, LLC	(4)(5)(7)(11)	SOFR +	5.50%	10.69%	10/27/2026	107,745		106,258		107,505		2.34
Jayhawk Buyer, LLC	(4)(11)	SOFR +	5.00%	10.50%	10/15/2026	154,080		152,177		149,457		3.25
Navigator Acquiror, Inc.	(4)(9)	SOFR +	5.75%	11.17% (incl. 5.71% PIK)	7/16/2027	192,371		191,261		186,600		4.05
Navigator Acquiror, Inc.	(4)(7)(9)	SOFR +	5.75%	11.18% (incl. 5.72% PIK)	7/16/2027	34,131		33,881		33,107		0.72
Odyssey Holding Company, LLC	(4)(11)	SOFR +	5.75%	11.13%	11/16/2025	17,037		16,940		17,037		0.37
Odyssey Holding Company, LLC	(4)(11)	SOFR +	5.75%	11.14%	11/16/2025	1,635		1,621		1,635		0.04
PPV Intermediate Holdings, LLC	(4)(5)(7)(10)	SOFR +	5.75%	11.17%	8/31/2029	1,987		1,959		1,965		0.04
Smile Doctors, LLC	(4)(7)(10)	SOFR +	5.90%	11.15%	12/23/2028	10,888		10,644		10,594		0.23
Snoopy Bidco, Inc.	(4)(7)(10)	SOFR +	6.75%	12.65%	6/1/2028	304,214		299,697		290,287		6.31
SpecialtyCare, Inc.	(4)(5)(7)(11)	L +	5.75%	11.28%	6/18/2028	12,047		11,787		11,590		0.25
SpecialtyCare, Inc.	(4)(5)(7)(11)	SOFR +	5.75%	11.32%	6/18/2028	104		91		60		0.00


Blackstone Secured Lending Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
IT Services
AI Altius Bidco, Inc.	(4)(5)(8)		9.75%	9.75% PIK	12/21/2029	$	919	$	902	$	901	0.02	%
AI Altius Bidco, Inc.	(4)(7)(10)	SOFR +	5.18%	10.47%	12/21/2028	6,711		6,621		6,677		0.15
AI Altius Bidco, Inc.	(4)(10)	SOFR +	5.18%	10.57%	12/21/2028	693		680		690		0.01
Infostretch Corporation	(4)(5)(10)	SOFR +	5.75%	11.29%	4/1/2028	4,938		4,863		4,617		0.10
Inovalon Holdings, Inc.	(4)(7)(10)	SOFR +	6.25%	11.89% (incl. 2.75% PIK)	11/24/2028	108,710		106,705		107,756		2.34
Monterey Financing S.à.r.l	(4)(5)(6)(8)	ST +	6.00%	10.17%	9/28/2029	SEK	2,090	184		189		0.00
Monterey Financing S.à.r.l	(4)(5)(6)(7)(8)	E +	6.00%	9.97%	9/28/2029	EUR	952	785		885		0.02
Monterey Financing S.à.r.l	(4)(5)(6)(8)	CI +	6.00%	9.98%	9/28/2029	DKK	4,819	620		674		0.01
Monterey Financing S.à.r.l	(4)(5)(6)(9)	N +	6.00%	10.72%	9/28/2029	NOK	5,149	462		477		0.01
Razor Holdco, LLC	(4)(10)	SOFR +	5.75%	11.22%	10/25/2027	37,064		36,562		36,786		0.80
Red River Technology, LLC	(4)(11)	SOFR +	6.00%	11.43%	5/26/2027	80,172		79,318		80,172		1.74
S&P Global Engineering Solutions	(4)(5)(7)(11)	SOFR +	7.00%	12.08%	5/2/2030	1,600		1,548		1,582		0.03
Turing Holdco, Inc.	(4)(5)(6)(8)	SOFR +	6.00%	11.41% (incl. 2.50% PIK)	9/28/2028	8,600		8,320		8,449		0.18
Turing Holdco, Inc.	(4)(5)(6)(8)	SOFR +	6.00%	11.54% (incl. 2.50% PIK)	9/28/2028	4,253		4,190		4,179		0.09
Turing Holdco, Inc.	(4)(6)(8)	E +	6.00%	9.43% (incl. 2.50% PIK)	9/28/2028	EUR	11,018	12,484		11,461		0.25
Turing Holdco, Inc.	(4)(6)(8)	E +	6.00%	9.66% (incl. 2.50% PIK)	8/3/2028	EUR	4,219	4,731		5,281		0.11
								268,975		270,776		5.86
Machinery
MHE Intermediate Holdings	(4)(5)(7)(11)	SOFR +	6.00%	11.52%	7/21/2027	3,954		3,902		3,950		0.09
MHE Intermediate Holdings	(4)(5)(11)	SOFR +	6.25%	11.77%	7/21/2027	212		207		212		0.00
MHE Intermediate Holdings	(4)(5)(11)	SOFR +	6.50%	11.92%	7/21/2027	213		209		213		0.00
								4,318		4,375		0.09
Marine
Armada Parent, Inc.	(4)(7)(10)	SOFR +	5.75%	11.17%	10/29/2027	24,563		24,188		24,080		0.52
Armada Parent, Inc.	(4)(7)(10)	SOFR +	5.75%	11.11%	10/29/2027	1,238		1,212		1,213		0.03
								25,400		25,293		0.55
Media
Trader Corp.	(4)(5)(6)(7)(10)	C +	6.75%	12.13%	12/22/2029	CAD	9,950	5,542		5,693		0.12


Blackstone Secured Lending Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)
Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Oil, Gas & Consumable Fuels
Eagle Midstream Canada Finance, Inc.	(4)(6)(10)	SOFR +	6.25%	11.61%	8/15/2028	$	68,018	$	67,190	$	68,018	1.48	%
KKR Alberta Midstream Finance Inc.	(4)(6)(10)	SOFR +	6.25%	11.61%	8/15/2028	37,004		36,553		37,004		0.80
								103,743		105,022		2.28
Paper & Forest Products
Profile Products, LLC	(4)(10)	SOFR +	5.75%	11.22%	11/12/2027	7,310		7,209		7,073		0.15
Profile Products, LLC	(4)(7)(10)	SOFR +	5.75%	11.18%	11/12/2027	601		589		572		0.01
								7,798		7,645		0.16
Pharmaceuticals
Doc Generici (Diocle S.p.A.)	(4)(5)(6)(7)(8)	E +	6.50%	10.38%	10/27/2028	EUR	1,758	1,003		1,207		0.03
Professional Services
ALKU, LLC	(4)(5)(10)	SOFR +	6.25%	11.57%	3/1/2028	800		781		790		0.02
Apex Companies, LLC	(4)(5)(7)(11)	SOFR +	6.25%	11.62%	1/31/2028	1,605		1,562		1,600		0.03
CFGI Holdings, LLC	(4)(7)(10)	SOFR +	5.00%	10.42%	11/2/2027	6,983		6,873		6,962		0.15
Clearview Buyer, Inc.	(4)(5)(7)(10)	SOFR +	5.35%	10.74%	8/26/2027	9,170		9,015		8,882		0.19
Cumming Group, Inc.	(4)(7)(11)	SOFR +	6.00%	11.32%	5/26/2027	80,265		79,412		78,639		1.71
Cumming Group, Inc.	(4)(11)	SOFR +	6.00%	11.32%	11/16/2027	1,594		1,558		1,566		0.03
Guidehouse, Inc.	(4)(10)	SOFR +	6.25%	11.67%	10/16/2028	313,099		310,830		309,968		6.73
HIG Orca Acquisition Holdings, Inc.	(4)(5)(11)	SOFR +	6.00%	11.56%	8/17/2027	19,016		18,771		19,016		0.41
HIG Orca Acquisition Holdings, Inc.	(4)(5)(7)(11)	SOFR +	6.00%	11.27%	8/17/2027	3,070		2,971		3,008		0.07
IG Investments Holdings, LLC	(4)(5)(7)(10)	SOFR +	6.00%	11.47%	9/22/2028	46,379		45,681		46,129		1.00
Kaufman Hall & Associates, LLC	(4)(10)	SOFR +	5.25%	10.67%	12/14/2028	24,143		23,784		24,143		0.52
Legacy Intermediate, LLC	(4)(10)	SOFR +	5.75%	11.32%	2/25/2028	6,783		6,686		6,783		0.15
Material Holdings, LLC	(4)(5)(7)(10)	SOFR +	6.00%	11.49%	8/19/2027	23,597		23,304		21,710		0.47
Material Holdings, LLC	(4)(5)(7)(10)	SOFR +	6.00%	11.32%	8/19/2027	565		542		424		0.01
Minotaur Acquisition, Inc.	(5)(8)	SOFR +	4.75%	10.17%	3/27/2026	1,969		1,929		1,965		0.04
Petrus Buyer Inc	(4)(5)(7)(10)	SOFR +	6.50%	11.59%	10/17/2029	1,895		1,831		1,865		0.04
Sherlock Buyer Corp.	(4)(7)(10)	SOFR +	5.75%	11.24%	12/8/2028	8,508		8,346		8,288		0.18
Thevelia US, LLC	(5)(6)(9)	SOFR +	4.00%	9.39%	6/18/2029	1,299		1,288		1,300		0.03
Titan Investment Company, Inc.	(4)(5)(8)	SOFR +	5.75%	11.28%	3/20/2027	41,704		40,575		39,410		0.86
Trinity Air Consultants Holdings Corp.	(4)(7)(10)	SOFR +	5.25%	10.62%	6/29/2027	55,925		54,943		55,812		1.21
Trinity Air Consultants Holdings Corp.	(4)(7)(10)	SOFR +	5.25%	10.88%	6/29/2027	13,053		12,871		13,053		0.28
Trinity Partners Holdings, LLC	(4)(7)(10)	SOFR +	5.75%	11.27%	12/21/2028	4,768		4,686		4,730		0.10
West Monroe Partners, LLC	(4)(7)(10)	SOFR +	5.25%	10.69%	11/8/2028	14,784		14,568		14,266		0.31
West Monroe Partners, LLC	(4)(7)(10)	SOFR +	5.25%	10.70%	11/8/2027	327		327		316		0.01
								673,134		670,625		14.55


~~(5)~~	Each of the Company’s investments is pledged as collateral, other than the investment in Therma, LLC, under one or more of its credit facilities. A single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.


~~(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 March 31, 2019, non-qualifying assets represented 15.7% of total assets as calculated in accordance with regulatory requirements.



Investments—non-controlled/non-affiliated (1)(5)	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
First Lien Debt
Epoch Acquisition, Inc.	Delayed Draw Term Loan	10/4/2024	$	4,688	$	—
Jacuzzi Brands, Inc.	Delayed Draw Term Loan	2/25/2025	12,645		—
Phoenix Guarantor, Inc.	Delayed Draw Term Loan	2/8/2026	2,139		(29		)
R1 Holdings, LLC	Delayed Draw Term Loan	1/2/2026	20,165		—
Spireon, Inc.	Delayed Draw Term Loan	10/5/2024	6,375		—
Tailwind Colony Holding Corporation	Delayed Draw Term Loan	10/31/2024	2,943		—
Tetra Technologies, Inc.	Delayed Draw Term Loan	9/10/2025	8,182		—
The GI Alliance Management, LLC	Delayed Draw Term Loan	11/2/2024	26,053		(260		)
Total First Lien Debt Unfunded Commitments			83,190		(289		)
Forward purchase obligation (Note 7)			52,286		(104		)
Total Unfunded Commitments			$	135,476	$	(393	)



	Three Months Ended March 31, 2019
	First Lien Debt			Second Lien Debt		Forward Purchase Obligation			Total
Fair value, beginning of period	$	328,125		$	—	$	(222	)	$	327,903
Purchases of investments	260,286			11,082		—			271,368
Proceeds from principal repayments and sales of investments	(12,770		)	—		—			(12,770		)
Accretion of discount/amortization of premium	360			3		—			363
Net change in unrealized appreciation (depreciation)	2,809			194		118			3,121
Transfers into Level 3 ⁽¹⁾	9,067			1,539		—			10,606
Transfers out of Level 3 ⁽¹⁾	(60,192		)	—		—			(60,192		)
Fair value, end of period	$	527,685		$	12,818	$	(104	)	$	540,399
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of March 31, 2019 included in net unrealized appreciation (depreciation) on the Consolidated Statement of Operations	$	2,770		$	194	$	118		$	3,082



	Three Months Ended March 31, 2019
Borrowing interest expense	$	4,110
Facility unused fees	272
Amortization of financing costs	290
Total interest expense	$	4,672
Cash paid for interest expense	$	1,257



	Par Amount		Capital in Excess of Par Value		Distributable Earnings (loss)			Total Net Assets
Balance, beginning of period	$	10	$	239,246	$	(2,891	)	$	236,365
Common stock issued	15		389,567		—			389,582
Net investment income (loss)	—		—		6,572			6,572
Net realized gain (loss) on investments	—		—		1,726			1,726
Net change in unrealized appreciation (depreciation) on investments	—		—		5,671			5,671
Dividends declared	—		—		(7,163		)	(7,163		)
Balance, end of period	$	25	$	628,813	$	3,915		$	632,753



Common Share Issuance Date	Number of Common Shares Issued	Aggregate Offering Price
January 24, 2019	5,666,095	$	142.1
March 28, 2019 ⁽¹⁾	9,818,817	247.5
Total	15,484,912	$	389.6



	March 31, 2019
Gross unrealized appreciation	$	5,078
Gross unrealized depreciation	(3,534		)
Net unrealized appreciation (depreciation)	1,544

Tax cost of investments at period end	$	933,651



	Three Months Ended March 31, 2019
Per Share Data:
Net asset value, beginning of period	$	24.57
Net investment income ⁽¹⁾	0.46
Net unrealized and realized gain (loss) ⁽²⁾	0.31
Net increase (decrease) in net assets resulting from operations	0.77
Distributions declared ⁽³⁾	(0.50		)
Issuance of common shares ⁽⁴⁾	0.36
Total increase (decrease) in net assets	0.63
Net asset value, end of period	$	25.20
Shares outstanding, end of period	25,106,231
Total return based on NAV ⁽⁵⁾	4.60		%
Ratios:
Ratio of net expenses to average net assets ⁽⁶⁾	9.82		%
Ratio of net investment income to average net assets ⁽⁶⁾	7.44		%
Portfolio turnover rate	20.97		%
Supplemental Data:
Net assets, end of period	632,753
Total capital commitments, end of period	1,390,990
Ratios of total contributed capital to total committed capital, end of period	45.21		%
Asset coverage ratio	322.8		%



	Payments Due by Period
	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Subscription Facility	$	11,731	$	11,731	$	—	$	—	$	—
JPM SPV Facility	120,000		—		—		120,000		—
BNP SPV Facility	152,315		—		—		152,315		—
Forward purchase obligation	52,286		52,286		—		—		—
Total Contractual Obligations	$	336,332	$	64,017	$	—	$	272,315	$	—



	Interest Income			Interest Expense			Net Income
Up 300 basis points	$	28,601		$	(8,521	)	$	20,080
Up 200 basis points	19,068			(5,681		)	13,387
Up 100 basis points	9,534			(2,840		)	6,694
Down 100 basis points	(9,534		)	2,840			(6,694		)
Down 200 basis points	(15,254		)	5,681			(9,573		)
Down 300 basis points	(15,254		)	7,385			(7,869		)