Blackstone Secured Lending Fund
For the period ended Dec 31, 2024. Filed Feb 26, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 26, 2025
BXSL$24.09-0.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-02-28.
0001736035-24-000006
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2024-12-31; filed 2025-02-26.
0001736035-25-000008
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 121 previous paragraphs and 125 current paragraphs.
68 unchanged; 42 reworded; 14 added; 11 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 7 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
Total investment income increased to $1.3 billion for the year ended December 31, 2024, an increase of $183.4 million, or 16%, compared to the year ended December 31, 2023. This was primarily attributable to an increase in the average investments. Average investments at fair value increased by 18% to $11,334.5 million during the year ended December 31, 2024 compared to $9,580.1 million during the year ended December 31, 2023.
Current report
Capital Gains Based Incentive Fees
Current report
Total other expenses decreased to $11.9 million for the year ended December 31, 2024 from $15.3 million for the prior year, primarily due to a decrease in Other general and administrative expenses.
Current report
BGSL Investments (“BGSL Investments”), a wholly-owned and consolidated subsidiary that was formed in 2019, is a Delaware LLC which has elected to be treated as a corporation for U.S. tax purposes. As such, BGSL Investments is subject to certain U.S. Federal, state and local taxes. For the years ended December 31, 2024, 2023, and 2022, BGSL Investment LLC recorded an income tax provision of $1.7 million, $0.0 million, and $0.0 million, respectively. For the years ended December 31, 2024 and 2023, BGSL Investment LLC recorded a deferred tax liability of $1.7 million and $0.0 million, respectively, which is included within Accrued expenses and other liabilities in the Consolidated Statements of Assets and Liabilities.
Current report
The net unrealized losses for the year ended December 31, 2024, were partially offset by the net change in unrealized gains on foreign currency derivative instruments of $2.4 million. These were primarily as a result of fluctuations in the EUR and CAD exchange rates vs. USD.
Current report
For the year ended December 31, 2024, we generated realized gains of $8.8 million on derivative assets and derivative liabilities as a result of the settlement of our foreign currency derivative transactions.
Current report
For additional information on our ATM Program, see “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 9. Net Assets.”
Current report
Interest Rate Swaps
Current report
We use interest rate swaps to mitigate interest rate risk associated with our fixed rate liabilities, and have designated certain interest rate swaps to be in a hedge accounting relationship.
Current report
See “Item 8. Financial Statements—Notes to Consolidated Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 2. Significant Accounting Policies—Derivative Instruments” and “Item 8. Financial Statements—Notes to Consolidated Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements— Note 6. Derivatives” for additional disclosure regarding our derivative instruments designated in a hedge accounting relationship.
Current report
In the ordinary course of the Company’s business, the Company and its subsidiaries may buy loans from and sell loans to other investors, including QIA FIG Glass Holding Limited or its subsidiaries (“QIA”), on an arm’s-length basis. As a result of its ownership of more than 5% of the Company’s Common Shares, QIA is considered to be a “related person.” For the year ended December 31, 2024, the Company purchased a loan from QIA with a par value of $3.4 million for a total cash purchase price based on then-current fair value (at the time of purchase) of $3.4 million.
Current report
The year ended December 31, 2024 was marked by continued uncertainty in global markets, driven by investor concerns over inflation, elevated interest rates, ongoing political and regulatory uncertainty, including potential shifts in U.S. trade policy and the imposition of new tariffs, as well as geopolitical instability stemming from the wars in Ukraine and the Middle East.
Current report
Although inflation generally decelerated throughout 2024 due to central bank monetary tightening, including maintaining elevated interest rates, it remains above target levels set by central banks, including the Federal Reserve. Despite three interest rate cuts by the Federal Reserve in the latter part of the year, rates remain elevated relative to the interest rate environment prior to the inflationary spike in 2022-2023. The Federal Reserve has also indicated its intent to maintain higher interest rates in the near term. While our business model benefits from elevated interest rates, which, all else being equal, correlate to increases in our net income, higher borrowing costs may strain our existing portfolio companies, potentially leading to nonperformance. Rising interest rates can dampen consumer spending and slow corporate profit growth, negatively impacting our portfolio companies, particularly those vulnerable to economic downturns or recessions. While further interest rate hikes are not expected at this time, any renewed increases could lead to a rise in non-performing assets and decline in portfolio value if investment write-downs become necessary. Additionally, adverse economic conditions may erode the value of collateral securing some of our loans and reduce the value of our equity investments. It remains difficult to predict the full impact of recent and any future changes with respect to interest rates or inflation.
Current report
Further contributing to economic uncertainty, the current U.S. presidential administration has signaled its intention to implement significant changes to U.S. trade policy, the size of the federal government and the enforcement of various regulations. These policy shifts could introduce additional market instability and reduce investor confidence. For example, changes in trade policy and the imposition of new tariffs could disrupt supply chains and potentially reverse the recent downward trend in inflation. Meanwhile, substantial reductions in government spending could negatively affect certain of our portfolio companies that rely on government contracts, destabilize the U.S. government contracting market and harm our ability to generate expected returns. Additionally, changes in the regulation or enforcement of bank lending and capital requirements could have material and adverse effects on the private credit market. In light of these developments, there can be no assurances that political and regulatory conditions will not worsen and/or adversely affect the Company, its portfolio companies or their respective financial performance.
Removed paragraphs (11)
Previous report
Total investment income increased to $1,143.5 million for the year ended December 31, 2023, an increase of $293.2 million, or 34%, compared to the year ended December 31, 2022, primarily attributable to increased reference interest rates driving increased interest income from our investments.
Previous report
Capital Gains Incentive Fees
Previous report
Total other expenses increased to $15.3 million for the year ended December 31, 2023, from $13.9 million for the same period in the prior year, primarily driven by an increase in Professional fees driven, in part, by inflationary pressure and increased market transactions driving increased costs.
Previous report
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.
Previous report
For additional information on our “at-the-market” offering program, see “Item 8. Consolidated Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 8. Net Assets.”
Previous report
The year ended December 31, 2023 has 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. Events affecting financial institutions during the year also contributed to volatility in global markets and diminished liquidity and credit availability.
Previous report
During 2023, inflation began to moderate as a result of the monetary policy tightening actions taken by central banks, including raising 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, increases in interest rates may adversely affect our existing borrowers and lead to nonperformance, as higher costsmay 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 in interest rates or inflation.
Previous report
Banking Sector Conditions
Previous report
Bank closures in the United States over the course of 2023 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 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.
Previous report
Reference Rate Reform
Previous report
LIBOR and certain other floating rate benchmark indices have been the subject of 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.
Reworded paragraphs (42)
Previous wording
This section of this Form 10-K generally discusses 2023 and 2022 items and year to year comparisons between 2023 and 2022. For the discussion of 2022 compared to 2021 see “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2022, which specific discussion is incorporated herein by reference. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto in Part II, Item 8 of this Form 10-K “Consolidated Financial Statements and Supplementary Data.” This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to those described in Part I, Item 1A of this Form 10-K “Risk Factors.” Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this Form 10-K.
Current wording
This section of this Form 10-K generally discusses 2024 and 2023 items and year to year comparisons between 2024 and 2023. For the discussion of 2023 compared to 2022 see “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2023, which specific discussion is incorporated herein by reference. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto in Part II, Item 8 of this Form 10-K “Consolidated Financial Statements and Supplementary Data.” 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 described in Part I, Item 1A of this Form 10-K “Risk Factors.” Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this Form 10-K.
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 years ended December 31, 2023, 2022 and 2021. However, the Administrator may seek reimbursement for such costs in future periods. All of the foregoing expenses will ultimately be borne by our shareholders.
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, the 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. Pursuant to the Administration Agreement, the Company’s allocable portion of the Administrator’s rent and other occupancy costs are expenses of the Company. However, the Administrator has not historically, and does not currently, calculate the amount of rent and other occupancy costs allocable to the Company and has not indicated an intention to seek reimbursement from the Company for such costs. Thus, the Administrator has waived its right to any reimbursement for rent and other occupancy costs for prior periods, including the years ended December 31, 2024, 2023 and 2022. The Administrator cannot recoup any expenses that the Administrator has previously waived. However, in future periods, the Administrator may choose to establish an allocation methodology to calculate these costs and seek reimbursement from the Company, in which case the Company will accrue and reimburse the Administrator for such costs for that period. All of the foregoing expenses will ultimately be borne by our shareholders.
Previous wording
For the year ended December 31, 2023, we made $1,945.9 million aggregate principal amount of new investment commitments (including $662.9 million of which remained unfunded as of December 31, 2023), $1,931.4 million of which was first lien debt, $10.2 million of which was unsecured debt and $4.3 million of which was equity.
Current wording
For the year ended December 31, 2024, we made $4,806.5 million aggregate principal amount of new investment commitments (including $1,268.3 million of which remained unfunded as of December 31, 2024), $4,695.9 million of which was first lien debt, $74.0 million of which was second lien debt, $26.5 million of which was unsecured debt and $10.1 million of which was equity.
Previous wording
(2)As of December 31, 2023, 2022 and 2021, the weighted average total portfolio yield at cost was 11.8%, 10.5% and 7.2%, respectively. The weighted average total portfolio yield at fair value was 11.8%, 10.6% and 7.1%, respectively.
Current wording
(2)As of December 31, 2024, 2023 and 2022, the weighted average total portfolio yield at cost was 10.2%, 11.8% and 10.5%, respectively. As of December 31, 2024, 2023 and 2022, the weighted average total portfolio yield at fair value was 10.3%, 11.8% and 10.6%, respectively.
Previous wording
(5)As a percentage of total amortized cost of Investments. Assets on non-accrual represented less than 0.1%, 0.0% and 0.0% of total fair value of Investments as of December 31, 2023, 2022 and 2021, respectively.
Current wording
(5)As a percentage of total amortized cost of investments. Assets on non-accrual represented 0.2%, less than 0.1% and 0.0% of total fair value of investments as of December 31, 2024, 2023 and 2022, respectively.
Previous wording
(6)As a percentage of total fair value of debt investments. As of December 31, 2023, 2022 and 2021, debt investments bearing a floating rate represented 98.9%, 98.3% and 98.2%, respectively, of total Investment at fair value.
Current wording
(6)As a percentage of total fair value of debt investments. As of December 31, 2024, 2023 and 2022, performing debt investments bearing a floating rate represented 98.8%, 98.9% and 98.3%, respectively, of total investment at fair value.
Previous wording
As of December 31, 2023, our portfolio companies had a weighted average annual revenue of $773.9 million and weighted average annual EBITDA of $191.9 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 December 31, 2024 and 2023, our portfolio companies had a weighted average annual revenue of $786 million and $774 million, respectively, and weighted average annual EBITDA of $198 million and $192 million, respectively. These calculations include all private debt investments for which fair value is determined by the Board in conjunction with a third-party valuation firm and excludes quoted assets. Amounts are weighted based on the 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
For additional information on our investments, see “Item 8. Consolidated Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 4. Investments.”
Current wording
For additional information on our investments, see “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 4. Investments.”
Previous wording
Additionally, for the year ended December 31, 2023, we recorded $19.3 million of non-recurring interest income (e.g., prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts, etc.) as compared to $4.9 million in the prior year primarily a result of increased prepayments.
Current wording
Additionally, for the year ended December 31, 2024, we recorded $4.7 million of non-recurring interest income (e.g., prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts, etc.) as compared to $19.3 million in the prior year, primarily as a result of decreased prepayments.
Previous wording
For the years ended December 31, 2023, and 2022, Payment-in-kind interest income represented 4.1% and 4.7% of investment income, respectively.
Current wording
For the years ended December 31, 2024 and 2023, Payment-in-kind interest income represented 6.2% and 4.1% of total investment income, respectively, and represented 11.7% and 7.2% of net investment income, respectively. We expect that Payment-in-kind interest income will vary based on the elections of certain borrowers.
Previous wording
While rising interest rates have favorably impacted our investment income during the year ended December 31, 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.
Current wording
While elevated interest rates continued to favorably impact our investment income during the year ended December 31, 2024, there were three Federal Reserve interest rate reductions in the latter part of 2024. Future decreases in benchmark interest rates may adversely impact our investment income. Conversely, future increases in benchmark interest rates and the resulting impacts to 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 fluctuations 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
Total interest expense (including unused fees and other debt financing expenses), increased to $266.4 million for the year ended December 31, 2023, an increase of $62.8 million or 31%, compared to the same period in the prior year, primarily driven by an increase in our weighted average interest rate on our borrowings relative to the prior year partially offset by a decrease in our average principal of debt outstanding. Our weighted average interest rate increased to 4.93% for the year ended December 31, 2023, from 3.46% in the prior year. The average principal of debt outstanding decreased to $5,275.4 million for the year ended December 31, 2023, from $5,732.6 million in the prior year.
Current wording
Total interest expense was $326.1 million for the year ended December 31, 2024, an increase of $59.7 million or 22%, compared to the same period in the prior year. This was primarily driven by an increase in our average principal of debt outstanding and an increase in our weighted average interest rate on our borrowings relative to the prior year. The average principal of debt outstanding increased to $6,014.3 million for the year ended December 31, 2024, from $5,275.4 million in the prior year. Our weighted average interest rate (including unused fees, accretion of net discounts on unsecured debt, and the impact of the application of hedge accounting and excluding amortization of deferred financing costs) increased to 5.32% for the year ended December 31, 2024, from 4.93% in the prior year.
Previous wording
Management fees decreased to $98.1 million for the year ended December 31, 2023, a decrease of $3.6 million, or 4%, compared to the year ended December 31, 2022, primarily due to a decrease in average quarter end gross assets during 2023 compared to the prior year. Our average quarter end gross assets decreased to $9,839.3 million for the year ended December 31, 2023, from $10,137.1 million at December 31, 2022.
Current wording
Management fees increased to $116.6 million for the year ended December 31, 2024, an increase of $18.5 million, or 19%, compared to the year ended December 31, 2023, due to an increase in average quarter-end gross assets. For the year ended December 31, 2024, our average quarter-end gross assets increased to $11,690.8 million, from $9,839.3 million for the year ended December 31, 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 waivers of $20.2 million and $25.4 million for the years ended December 31, 2023, and 2022, respectively. The Waiver Period ended on October 28, 2023.
Current wording
In order to maintain the same management fee arrangement the Company had in place prior to the IPO for a period of time following the IPO, 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 (the“Waiver Period”) (versus the contractual rate of 1.00%), which resulted in a waiver of $20.2 million for the year ended December 31, 2023 . The Waiver Period ended on October 28, 2023.
Previous wording
Income based incentive fees increased to $134.2 million for the year ended December 31, 2023 from $97.2 million for the year ended December 31, 2022, primarily due to an increase in pre-incentive fee net investment income. Pre-incentive fee net investment income increased to $767.0 million for the year ended December 31, 2023, compared to $555.2 million for the same period in the prior year.
Current wording
Income based incentive fees increased to $150.1 million for the year ended December 31, 2024 compared to $134.2 million for the year ended December 31, 2023, primarily due to an increase in pre-incentive fee net investment income. Pre-incentive fee net investment income increased to $857.7 million for the year ended December 31, 2024, compared to $767.0 million for the year ended December 31, 2023.
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 waivers of $15.6 million and $13.9 million for the years ended December 31, 2023, and 2022, respectively. 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 $15.6 million for the year ended December 31, 2023. The Waiver Period ended on October 28, 2023.
Previous wording
We reversed previously accrued capital gains incentive fees of $(5.5) million for the year ended December 31, 2023, compared to a reversal of previously accrued capital gains incentive fees of $(11.9) million during the same period in the prior year.
Current wording
We accrued no capital gains based incentive fees for the year ended December 31, 2024. We reversed previously accrued capital gains based incentive fees of $5.5 million for the year ended December 31, 2023, which was primarily due to a net change in unrealized losses for the year ended December 31, 2023.
Previous wording
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 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.
Current wording
The accrual for any capital gains based incentive fee under 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.
Previous wording
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, our sub-administrator, subscriptions and other costs.
Current wording
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, the State Street Sub-Administrator, subscriptions and other costs.
Previous wording
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.
Current wording
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 and maintain 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.
Previous wording
For the years ended December 31, 2023, 2022 and 2021, we incurred $16.8 million, $1.4 million and $2.4 million, respectively, of U.S. federal excise tax.
Current wording
For the years ended December 31, 2024, 2023 and 2022, we accrued $14.5 million, $16.8 million and $1.4 million, respectively, of U.S. federal excise tax.
Previous wording
For the year ended December 31, 2023, the net change in unrealized loss of $54.6 million was primarily driven by the decrease in the fair value of our debt investments. The fair value of our debt investments as a percentage of principal decreased by 0.2%, driven, in part, by changes in the economic outlook as well as portfolio company fundamentals.
Current wording
For the year ended December 31, 2024, the net change in unrealized losses of $13.5 million was primarily driven by the decrease in the fair value of certain investments. The fair value of these investments decreased due to changes in portfolio company fundamentals and the economic outlook.
Previous wording
For the year ended December 31, 2023, we generated realized losses on investments of $23.9 million partially offset by realized gains on investments of $17.7 million, primarily from full or partial sales or restructures of our debt investments.
Current wording
For the year ended December 31, 2024, we recognized realized losses on investments of $21.1 million partially offset by realized gains on investments of $2.1 million primarily from losses realized on the restructures of certain debt investments and from full or partial sales of investments.
Previous wording
The net realized loss on investments were offset by the net realized gain on foreign currency transactions of $18.8 million during the year ended December 31, 2023, primarily a result of fluctuations in the CAD and GBP exchange rates vs. USD.
Current wording
The net realized losses for the year ended December 31, 2024, were partially offset by net realized gains of $10.2 million on foreign currency transactions, primarily as a result of fluctuations in the GBP and CAD exchange rates vs. USD.
Previous wording
As of December 31, 2023 and December 31, 2022, 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 December 31, 2023 and December 31, 2022, we had an aggregate amount of $4,937.9 million and $5,563.0 million of senior securities outstanding, respectively, and our asset coverage ratio was 200.3% 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.
Current wording
As of December 31, 2024 and December 31, 2023, our debt consisted of asset based leverage facilities, a revolving credit facility, unsecured note issuances and debt securitizations. We have and will continue to, 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 December 31, 2024 and December 31, 2023, we had an aggregate amount of $7.1 billion and $4.9 billion of senior securities outstanding, respectively, and our asset coverage ratio was 185.7% 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 December 31, 2023, taken together with our $1,662.1 million of unused capacity under our credit facilities (subject to borrowing base availability, $1,662.0 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 $157.9 million of Level 2 debt investments as of December 31, 2023, which could provide additional liquidity if necessary.
Current wording
Cash and cash equivalents as of December 31, 2024, taken together with our $2.2 billion of unused capacity under our credit facilities (subject to borrowing base availability, $2.2 billion 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 $115.8 million of Level 2 debt investments as of December 31, 2024, which could provide additional liquidity if necessary.
Previous wording
As of December 31, 2023, we had$154.9 million in cash and cash equivalents. During the year ended December 31, 2023, cash provided by operating activities was $458.8 million, primarily from receipt of interest payments from our investments, partially offset by purchases of investments, net of sales of investments and principal repayments, of $178.1 million. Cash used in financing activities was $432.2 million during the year, which was primarily as a result of net repayments on our credit facilities and Unsecured Notes of $650.9 million and dividends paid in cash of $438.0 million partially offset by $665.3 million of proceeds from the issuance of our common shares.
Current wording
As of December 31, 2024, we had $229.6 million in cash and cash equivalents. During the year ended December 31, 2024, cash used in operating activities was $2.5 billion, primarily due to purchases of investments of $3.9 billion partially offset by sales of investments and principal repayments of $787.5 million and receipt of interest payments from our investments. Cash provided by financing activities was $2.6 billion during the year, which was primarily as a result of net borrowing on our credit facilities and Unsecured Notes (as defined in “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 7. Borrowings”) of $2.2 billion and $1.0 billion of proceeds from the issuance of our Common Shares partially offset by dividends paid in cash of $583.4 million.
Previous wording
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 (which amount may be increased). During the year ended December 31, 2023, we sold common shares for net proceeds of $465.5 million through our “at-the-market” offering program. As of December 31, 2023, $328.9 million of common shares were available for issuance under our “at-the-market” offering 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. During the year ended December 31, 2024, we sold Common Shares for net proceeds of $1.0 billion through our ATM Program. As of December 31, 2024, $112.0 million of Common Shares were available for issuance under the ATM Program.
Previous wording
For the years ended December 31, 2023, 2022, and 2021, interest-related dividends represented 87.6%, 86.4% and 85.2%, of total dividends paid by the Company, respectively.
Current wording
For the years ended December 31, 2024, 2023, and 2022, interest-related dividends represented 90.6%, 87.6% and 86.4%, of total dividends paid by the Company, respectively.
Previous wording
For the years ended December 31, 2023, 2022 and 2021, short-term capital gain dividends represented 0.0%, 1.8% and 11.0%, of total dividends paid by the Company, respectively.
Current wording
For the years ended December 31, 2024, 2023 and 2022, short-term capital gain dividends represented 0.0%, 0.0% and 1.8%, of total dividends paid by the Company, respectively.
Previous wording
For the years ended December 31, 2023, 2022, and 2021, capital gain dividends represented 9.3%, 2.6%, and 0.0%, of total dividends paid by the Company, respectively.
Current wording
For the years ended December 31, 2024, 2023, and 2022, capital gain dividends represented 3.8%, 9.3%, and 2.6%, of total dividends paid by the Company, respectively.
Previous wording
For additional information on our distributions and dividend reinvestment plan, see “Item 8. Consolidated Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 8. Net Assets.”
Current wording
For additional information on our distributions and dividend reinvestment plan, see “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 9. Net Assets.”
Previous wording
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”). 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 the 10b-18 share repurchase plan.
Current wording
In February 2023, our Board approved a share repurchase plan, under which we were authorized to 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“10b-18 Plan”). The 10b-18 Plan was not renewed and terminated by its terms on February 22, 2024.
Previous wording
We did not repurchase any of our shares during the year ended December 31, 2023.
Current wording
We did not repurchase any of our shares under the 10b-18 Plan for the year ended December 31, 2024.
Previous wording
For additional information on our share repurchases see “Item 8. Consolidated Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 8. Net Assets.”
Current wording
For additional information on our share repurchases see “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 9. Net Assets.”
Previous wording
As of December 31, 2023 and December 31, 2022, we had an aggregate principal amount of $4,937.9 million and $5,563.0 million, respectively, of debt outstanding.
Current wording
As of December 31, 2024 and December 31, 2023, we had an aggregate principal amount of $7.1 billion and $4.9 billion, respectively, of debt outstanding.
Previous wording
For additional information on our debt obligations see “Item 8. Consolidated Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 6. Borrowings.”
Current wording
For additional information on our debt obligations see “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 7. Borrowings.”
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 December 31, 2023, and December 31, 2022, we had unfunded commitments, including delayed draw term loans and revolvers, with an aggregate principal amount of $985.9 million and $690.3 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 December 31, 2024, and December 31, 2023, we had unfunded commitments, including delayed draw term loans and revolvers, with an aggregate principal amount of $1.7 billion 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 December 31, 2023, and December 31, 2022, we estimate that $221.3 million and $16.5 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 December 31, 2024, and December 31, 2023, we estimate that $162.3 million and $221.3 million, respectively, of investments were committed but not yet funded.
Previous wording
From time to time, we may become a party to certain legal proceedings incidental to the normal course of its business. As of December 31, 2023, management is not aware of any material pending legal proceedings.
Current wording
From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business. As of December 31, 2024, management is not aware of any material pending legal proceedings.
Showing the first 40 of 42 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
See “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 3. Agreements and Related Party Transactions.”