Blackstone Secured Lending Fund

Previous wording

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 months ended March 31, 2024 and 2023. However, the Administrator may seek reimbursement for such costs in future periods. All of the foregoing expenses will ultimately be borne by our shareholders.

Current wording

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 six months ended June 30, 2024 and 2023. However, the Administrator may seek reimbursement for such costs in future periods. All of the foregoing expenses will ultimately be borne by our shareholders.

Previous wording

For the three months ended March 31, 2024, we made $1,172.6 million aggregate principal amount of new investment commitments (including $627.9 million of which remained unfunded as of March 31, 2024), $1,168.8 million of which was first lien debt, $1.6 million of which was unsecured debt and $2.2 million of which was equity.

Current wording

For the three months ended June 30, 2024, we made $1,286.9 million aggregate principal amount of new investment commitments (including $442.3 million of which remained unfunded as of June 30, 2024), $1,286.9 million of which was first lien debt and less than $0.1 million of which was equity.

Previous wording

(2)As of March 31, 2024 and December 31, 2023, the weighted average total portfolio yield at cost was 11.6% and 11.8%, respectively. The weighted average total portfolio yield at fair value was 11.7% and 11.8%, respectively.

Current wording

(2)As of June 30, 2024 and December 31, 2023, the weighted average total portfolio yield at cost was 11.5% and 11.8%, respectively. The weighted average total portfolio yield at fair value was 11.5% and 11.8%, respectively.

Previous wording

(5)As a percentage of total amortized cost of Investments. Assets on non-accrual represented less than 0.1% and less than 0.1% of total fair value of Investments as of March 31, 2024 and December 31, 2023, respectively.

Current wording

(5)As a percentage of total amortized cost of investments. Assets on non-accrual represented 0.2% and less than 0.1% of total fair value of investments as of June 30, 2024 and December 31, 2023, respectively.

Previous wording

As of March 31, 2024, our portfolio companies had a weighted average annual revenue of $768.0 million and weighted average annual EBITDA of $193.1 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.

Current wording

As of June 30, 2024, our portfolio companies had a weighted average annual revenue of $773.4 million and weighted average annual EBITDA of $206.2 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.

Previous wording

Additionally, for the three months ended March 31, 2024, we recorded $1.9 million of non-recurring interest income (e.g., prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts, etc.) as compared to $0.4 million in the prior year primarily a result of increased prepayments.

Current wording

Additionally, for the three months ended June 30, 2024, we recorded $0.4 million of non-recurring interest income (e.g., prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts, etc.) as compared to $13.0 million for the same period in the prior year, primarily as a result of decreased prepayments. For the three months ended June 30, 2024 and 2023, Payment-in-kind interest income represented 7.0% and 3.9% of total 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.

Previous wording

While elevated interest rates have favorably impacted our investment income during the three months ended March 31, 2024, 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.

Current wording

While elevated interest rates have favorably impacted our investment income during the three and six months ended June 30, 2024, 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.

Previous wording

Our weighted average interest rate (including unused fees, accretion of net discounts on unsecured debt, and excluding amortization of deferred financing costs) increased to 5.10% for the three months ended March 31, 2024 from 4.68% for the same period in the prior year. The average principal of debt outstanding decreased to $5,046.2 million for the three months ended March 31, 2024 from $5,619.0 million for the same period in the prior year.

Current wording

Total interest expense was $145.6 million for the six months ended June 30, 2024, an increase of $12.7 million and 10% from the same period in the prior year. This was primarily driven by an increase in our weighted average interest rate on our borrowings relative to the prior period. Our weighted average interest rate (including unused fees, accretion of net discounts on unsecured debt, and excluding amortization of deferred financing costs) increased to 5.18% for the six months ended June 30, 2024 from 4.80% for the same period in the prior year. The average principal of debt outstanding decreased to $5,422.5 million for the six months ended June 30, 2024 from $5,497.8 million for the same period in the prior year.

Previous wording

Management fees increased to $26.0 million for the three months ended March 31, 2024, an increase of $1.3 million, or 5%, compared to the same period in the prior year, due to an increase in average quarter end gross assets. For the three months ended March 31, 2024, our average quarter end gross assets increased to $10,419.8 million at March 31, 2024 from $9,878.5 million at March 31, 2023.

Current wording

Management fees increased to $28.1 million for the three months ended June 30, 2024, an increase of $3.8 million, or 16%, compared to the same period in the prior year, due to an increase in average quarter end gross assets. For the three months ended June 30, 2024, our average quarter end gross assets increased to $11,237.7 million, from $9,710.2 million for the three months ended June 30, 2023.

Previous wording

The Adviser voluntarily waived management fees following the IPO such that the management fee remained at 0.75% for a period of two years following the IPO (versus the contractual rate of 1.00%), which resulted in a waiver of $6.2 million for the three months ended March 31, 2023. The Waiver Period ended on October 28, 2023.

Current wording

The Adviser voluntarily waived management fees following the IPO such that the management fee remained at 0.75% for a period of two years following the IPO (versus the contractual rate of 1.00%), which resulted in a waiver of $6.1 million for the three months ended June 30, 2023. The Waiver Period ended on October 28, 2023.

Previous wording

Income based incentive fees increased to $35.8 million for the three months ended March 31, 2024 from $30.4 million for the same period in the prior year primarily due to an increase in pre-incentive fee net investment income. Pre-incentive fee net investment income increased to $204.8 million for the three months ended March 31, 2024 from $173.7 million for the same period in the prior year.

Current wording

Income based incentive fees increased to $37.4 million for the three months ended June 30, 2024 from $34.5 million for the same period in the prior year primarily due to an increase in pre-incentive fee net investment income. Pre-incentive fee net investment income increased to $213.6 million for the three months ended June 30, 2024 from $197.1 million for the same period in the prior year.

Previous wording

The Adviser voluntarily waived incentive fees following the IPO such that the fee remained at 15.0% for a period of two years following the IPO (versus the contractual rate of 17.5%), which resulted in a waiver of $4.3 million for the three months ended March 31, 2023. The Waiver Period ended on October 28, 2023.

Current wording

The Adviser voluntarily waived incentive fees following the IPO such that the fee remained at 15.0% for a period of two years following the IPO (versus the contractual rate of 17.5%), which resulted in a waiver of $4.9 million for the three months ended June 30, 2023. The Waiver Period ended on October 28, 2023.

Previous wording

We accrued capital gains incentive fees of $3.1 million for the three months ended March 31, 2024, as compared to the reversal of the previously accrued capital gains incentive fees of $(1.6) million for the three months ended March 31, 2023 primarily due to net unrealized gains for the three months ended March 31, 2024 compared to unrealized losses during the same period in the prior year.

Current wording

We accrued capital gains incentive fees of $3.1 million for the three months ended June 30, 2024, as compared to the reversal of the previously accrued capital gains incentive fees of $(3.9) million for the three months ended June 30, 2023 primarily due to net unrealized gains for the three months ended June 30, 2024 compared to net unrealized losses during the same period in the prior year.

Previous wording

Total other expenses decreased to $3.0 million for the three months ended March 31, 2024 from $3.4 million for the same period in the prior year primarily due to a decrease in Other General and Administrative expenses.

Current wording

Total other expenses decreased to $3.1 million for the three months ended June 30, 2024 from $3.9 million for the same period in the prior year primarily due to a decrease in Other General and Administrative expenses.

Previous wording

For the three months ended March 31, 2024 and 2023, we accrued $3.4 million and $2.6 million, respectively, of U.S. federal excise tax.

Current wording

For the three months ended June 30, 2024 and 2023, we accrued $3.4 million and $5.0 million, respectively, of U.S. federal excise tax.

Previous wording

For the three months ended March 31, 2024, the net change in unrealized gains of $11.8 million was primarily driven by the increase in the fair value of our debt investments. The fair value of our debt investments as a percentage of principal increased by 0.3%, during the three months ended March 31, 2024 driven primarily by the improving economic outlook.

Current wording

For the three months ended June 30, 2024, the net change in unrealized gains of $21.1 million was primarily driven by the increase in the fair value of our debt investments. The fair value of our debt investments as a percentage of principal increased by 0.3%, during the three months ended June 30, 2024 driven primarily by improved portfolio company fundamentals and economic outlook.

Previous wording

Net realized gains of $5.7 million were generated on foreign currency transactions during the three months ended March 31, 2024, primarily as a result of fluctuations in the GBP exchange rate vs. USD.

Current wording

Net realized gains of $1.8 million and $7.5 million were generated on foreign currency transactions during the three and six months ended June 30, 2024, respectively, primarily as a result of fluctuations in the GBP and EUR exchange rates vs. USD.

Previous wording

As of March 31, 2024 and December 31, 2023, our debt consisted of asset based leverage facilities, a revolving credit facility, and unsecured note issuances. 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 March 31, 2024 and December 31, 2023, we had an aggregate amount of $5,298.0 million and $4,937.9 million of senior securities outstanding, respectively, and our asset coverage ratio was 197.3% and 200.3%, 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.

Current wording

As of June 30, 2024 and December 31, 2023, our debt consisted of asset based leverage facilities, a revolving credit facility, and unsecured note issuances. 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 June 30, 2024 and December 31, 2023, we had an aggregate amount of $6,111.7 million and $4,937.9 million of senior securities outstanding, respectively, and our asset coverage ratio was 188.3% and 200.3%, 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.

Previous wording

Cash and cash equivalents as of March 31, 2024, taken together with our $1,302.0 million of unused capacity under our credit facilities (subject to borrowing base availability, $1,302.0 million is available to borrow) is expected to be sufficient for our investing activities and to conduct our operations in the near term. Additionally, we held $108.8 million of Level 2 debt investments as of March 31, 2024, which could provide additional liquidity if necessary.

Current wording

Cash and cash equivalents as of June 30, 2024, taken together with our $888.3 million of unused capacity under our credit facilities (subject to borrowing base availability, $888.3 million is available to borrow) is expected to be sufficient for our investing activities and to conduct our operations in the near term. Additionally, we held $166.0 million of Level 2 debt investments as of June 30, 2024, which could provide additional liquidity if necessary.

Previous wording

As of March 31, 2024, we had $147.7 million in cash and cash equivalents. During the three months ended March 31, 2024, cash used in operating activities was $395.5 million, primarily due to purchases of investments of $719.1 million partially offset by sales of investments and principal repayments of $186.7 million and receipt of interest payments from our investments. Cash provided by financing activities was $388.3 million during the period, which was primarily as a result of borrowings on our credit facilities and Unsecured Notes of $363.8 million and $162.0 million of proceeds from the issuance of our Common Shares partially offset by dividends paid in cash of $137.4 million.

Current wording

As of June 30, 2024, we had $291.3 million in cash and cash equivalents. During the six months ended June 30, 2024, cash used in operating activities was $1,104.7 million, primarily due to purchases of investments of $1,609.8 million partially offset by sales of investments and principal repayments of $276.1 million and receipt of interest payments from our investments. Cash provided by financing activities was $1,241.1 million during the period, which was primarily as a result of net borrowings on our credit facilities and Unsecured Notes of $1,171.8 million and $350.2 million of proceeds from the issuance of our Common Shares partially offset by dividends paid in cash of $279.9 million.

Previous wording

We also access liquidity through our “at-the-market” offering program (the“ATM Program”), pursuant to which we may sell, from time to time, additional Common Shares. During the three months ended March 31, 2024, we sold Common Shares for net proceeds of $162.0 million through our ATM Program. On March 28, 2024, we filed a new prospectus supplement under which may sell up to an aggregate sales price of $500.0 million of our Common Shares as part of the ATM Program. As of March 31, 2024, $500.0 million of Common Shares were available for issuance under the ATM Program.

Current wording

We also access liquidity through our “at-the-market” offering program (the“ATM Program”), pursuant to which we may sell, from time to time, additional Common Shares. On March 28, 2024, we filed a new prospectus supplement under which we may sell up to an aggregate sales price of $500.0 million of our Common Shares as part of the ATM Program. During the three and six months ended June 30, 2024, we sold Common Shares for net proceeds of $190.1 million and $352.2 million, respectively, through our ATM Program. As of June 30, 2024, $309.0 million of Common Shares were available for issuance under the ATM Program.

Previous wording

The following table summarizes our distributions declared and payable for the three months ended March 31, 2024 (dollar amounts in thousands, except per share amounts):

Current wording

The following table summarizes our distributions declared and payable for the six months ended June 30, 2024 (dollar amounts in thousands, except per share amounts):

Previous wording

We did not repurchase any of our shares under the 10b-18 Plan for the three months ended March 31, 2024.

Current wording

We did not repurchase any of our shares under the 10b-18 Plan for the three and six months ended June 30, 2024.

Previous wording

As of March 31, 2024 and December 31, 2023, we had an aggregate principal amount of $5,298.0 million and $4,937.9 million, respectively, of debt outstanding.

Current wording

As of June 30, 2024 and December 31, 2023, we had an aggregate principal amount of $6,111.7 million and $4,937.9 million, respectively, of debt outstanding.

Previous wording

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, 2024 and December 31, 2023, we had unfunded commitments, including delayed draw term loans and revolvers with an aggregate principal amount of $1,421.3 million and $985.9 million, respectively.

Current wording

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 June 30, 2024 and December 31, 2023, we had unfunded commitments, including delayed draw term loans and revolvers with an aggregate principal amount of $1,746.2 million and $985.9 million, respectively.

Previous wording

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 March 31, 2024 and December 31, 2023, we estimate that $373.6 million and $221.3 million, respectively, of investments were committed but not yet funded.

Current wording

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 June 30, 2024 and December 31, 2023, we estimate that $260.6 million and $221.3 million, respectively, of investments were committed but not yet funded.

Previous wording

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

Current wording

In addition to the aforementioned agreements, we, our Adviser and certain of our Adviser’s affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by our Adviser or its affiliates in a manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.

Previous wording

The three months ended March 31, 2024 have been characterized by continued volatility in global markets, driven by investor concerns over inflation, elevated interest rates, slowing economic growth, political and regulatory uncertainty and geopolitical conditions, including the wars in Ukraine and Russia and in the Middle East. Events affecting financial institutions during the past year also contributed to volatility in global markets and diminished liquidity and credit availability.

Current wording

The six months ended June 30, 2024 have been characterized by continued volatility in global markets, driven by investor concerns over inflation, elevated interest rates, slowing economic growth, political and regulatory uncertainty and geopolitical conditions, including the wars in Ukraine and Russia and in the Middle East. Recent events affecting financial institutions also contributed to volatility in global markets and diminished liquidity and credit availability.

Previous wording

During 2023 and throughout the first quarter of 2024, inflation began to moderate as a result of the monetary policy tightening actions taken by central banks, including maintaining elevated interest rates. These higher interest rates have created further uncertainty for the economy and for our borrowers. Although our business model is such that rising interest rates will, all else being equal, correlate to increases in our net income, further increases in interest rates may adversely affect our existing borrowers and lead to nonperformance, as higher 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. It remains difficult to predict the full impact of recent changes and any future changes with respect to interest rates or inflation.

Current wording

During 2023 and throughout the first half of 2024, inflation began to moderate as a result of the monetary policy tightening actions taken by central banks, including maintaining elevated interest rates. These higher interest rates have created further uncertainty for the economy and for our borrowers. Although our business model is such that elevated interest rates will, all else being equal, correlate to increases in our net income, further increases in interest rates may adversely affect our existing borrowers and lead to nonperformance, as higher 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. It remains difficult to predict the full impact of recent changes and any future changes with respect to interest rates or inflation.