Blackstone Secured Lending Fund

Previous wording

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.

Current wording

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 Advisers. The Administrators will provide the administrative services necessary for us to operate.

Previous wording

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.

Current wording

Our level of investment activity (both the number of investments and the size of each investment) varies 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.

Previous wording

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 amended and restated investment advisory agreement dated October 18, 2021 (as amended and restated, 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.

Current wording

Except as specifically provided below, all investment professionals and staff of the Advisers, 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 Advisers. We bear all other costs and expenses of our operations, administration and transactions, including (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 Administrators in performing their administrative obligations under the Administration Agreements, including: (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 Administrators that perform duties for us; and (iii) any internal audit group personnel of Blackstone Inc. (“Blackstone”) or any of its affiliates; and (c) all other expenses of our operations, administrations and transactions.

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, 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 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, 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 Advisers, the Administrators or their respective affiliates may pay third-party providers of goods or services on our behalf. We will reimburse the Adviser, the Administrator or such affiliates thereof; the Adviser will reimburse the Sub-Adviser, the Administrator or such affiliates thereof; and the Administrator will reimburse the Sub-Administrator or such affiliates thereof, in each case, for any such amounts. From time to time, the Advisers or the Administrators may defer or waive fees 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 and the Prior Administrator have not historically, and the Administrator does not currently, calculate the amount of rent and other occupancy costs allocable to the Company and the Administrator and Prior Administrator have not indicated an intention to seek reimbursement from the Company for such costs. Thus, the Administrator and the Prior Administrator have waived their rights to any reimbursement for rent and other occupancy costs for the three months ended March 31, 2025 and 2024, respectively. The Administrator and the Prior Administrator cannot recoup any expenses that they have 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

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.

Current wording

Costs and expenses of the Administrators and the Advisers 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.

Previous wording

For the three months ended September 30, 2024, we made $1,105.8 million aggregate principal amount of new investment commitments (including $231.6 million of which remained unfunded as of September 30, 2024), $1,059.9 million of which was first lien debt, $40.5 million of which was second lien debt, and $5.4 million of which was equity.

Current wording

For the three months ended March 31, 2025, we made $755.9 million aggregate principal amount of new investment commitments (including $289.5 million of which remained unfunded as of March 31, 2025), $755.7 million of which was first lien debt and $0.2 million of which was equity.

Previous wording

(2)As of September 30, 2024 and December 31, 2023, the weighted average total portfolio yield at cost was 11.0% and 11.8%, respectively. As of September 30, 2024 and December 31, 2023, the weighted average total portfolio yield at fair value was 11.1% and 11.8%, respectively.

Current wording

(2)As of March 31, 2025 and December 31, 2024, the weighted average total portfolio yield at cost was 10.1% and 10.2%, respectively. As of March 31, 2025 and December 31, 2024, the weighted average total portfolio yield at fair value was 10.2% and 10.3%, respectively.

Previous wording

(6)As a percentage of total fair value of debt investments. As of September 30, 2024 and December 31, 2023, performing debt investments bearing a floating rate represented 98.8% and 98.9%, respectively, of total investment at fair value.

Current wording

(4)As a percentage of total fair value of performing debt investments. As of March 31, 2025 and December 31, 2024, performing debt investments bearing a floating rate represented 98.8% and 98.8%, respectively, of total investments at fair value.

Previous wording

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

Current wording

(5)As a percentage of total amortized cost of investments. Assets on non-accrual represented 0.1% and 0.2% of total investments at fair value as of March 31, 2025 and December 31, 2024, respectively.

Previous wording

As of September 30, 2024, our portfolio companies had a weighted average annual revenue of $772.6 million and weighted average annual EBITDA of $194.1 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 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.

Current wording

As of March 31, 2025 and March 31, 2024, our portfolio companies had a weighted average annual revenue of $818 million and $768 million, respectively, and weighted average annual EBITDA of $210 million and $193 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

Total investment income increased to $343.2 million for the three months ended September 30, 2024, an increase of $59.3 million, or 21%, compared to the same period in the prior year. This was primarily attributable to an increase in the average investments at fair value. Average investments at fair value increased by 24% to $11,636.2 million during the three months ended September 30, 2024 compared to $9,394.3 million during the three months ended September 30, 2023.

Current wording

Total investment income increased to $357.8 million for the three months ended March 31, 2025, an increase of $53.8 million, or 18%, compared to the same period in the prior year. This was primarily attributable to an increase in the average investments. Average investments at fair value increased by 28% to $12,963.4 million for the three months ended March 31, 2025 compared to $10,153.8 million for the three months ended March 31, 2024.

Previous wording

Additionally, for the nine months ended September 30, 2024, we recorded $3.8 million of non-recurring interest income (e.g., prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts, etc.) as compared to $14.4 million for the same period in the prior year, primarily as a result of decreased prepayments. For the nine months ended September 30, 2024 and 2023, Payment-in-kind interest income represented 6.6% and 3.8% 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.

Current wording

Additionally, for the three months ended March 31, 2025, we recorded $12.9 million of non-recurring interest income (e.g., prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts, etc.) as compared to $1.9 million for the same period in the prior year, primarily as a result of increased prepayments.

Previous wording

Additionally, for the three months ended September 30, 2024, we recorded $1.6 million of non-recurring interest income (e.g., prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts, etc.) as compared to $1.0 million for the same period in the prior year, primarily as a result of increased prepayments. For the three months ended September 30, 2024 and 2023, Payment-in-kind interest income represented 6.2% and 3.8% 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. We expect that Payment-in-kind interest income will vary based on the elections of certain borrowers.

Current wording

For the three months ended March 31, 2025 and 2024, PIK interest income represented 6.0% and 6.7% of total investment income, respectively, and represented 11.3% and 12.3% of net investment income, respectively. We expect that PIK interest income will vary based on the elections of certain borrowers.

Previous wording

While elevated interest rates continued to favorably impact our investment income during the three and nine months ended September 30, 2024, interest rates have begun to decline, with the first Federal Reserve interest rate reduction in September 2024 and a further reduction in November 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.

Current wording

While elevated interest rates continued to favorably impact our investment income for the three months ended March 31, 2025, the Federal Reserve reduced interest rates in the latter part of 2024 and indicated in early 2025 an expectation of slower rate decreases moving forward. 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 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 was $88.2 million for the three months ended September 30, 2024, an increase of $22.9 million, or 35%, compared to 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 and an increase in our average principal of debt outstanding. 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 5.45% for the three months ended September 30, 2024 from 4.94% for the same period in the prior year. The average principal of debt outstanding increased to $6,299.6 million for the three months ended September 30, 2024 from $5,033.7 million for the same period in the prior year.

Current wording

Total interest expense was $93.0 million for the three months ended March 31, 2025, an increase of $26.3 million, or 39%, compared to the same period in the prior year. This was primarily driven by an increase in our average principal of debt outstanding, partially offset by a decrease in our weighted average interest rate on our borrowings relative to the same period in the prior year. The average principal of debt outstanding increased to $7,313.5 million for the three months ended March 31, 2025 from $5,046.2 million for the same period 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) decreased to 5.01% for the three months ended March 31, 2025 from 5.10% for the same period in the prior year.

Previous wording

Management fees increased to $30.2 million for the three months ended September 30, 2024, an increase of $6.0 million, or 25%, compared to the same period in the prior year, due to an increase in average quarter end gross assets. For the three months ended September 30, 2024, our average quarter end gross assets increased to $12,071.0 million, from $9,687.3 million for the three months ended September 30, 2023.

Current wording

Management fees increased to $34.3 million for the three months ended March 31, 2025, an increase of $8.3 million, or 32%, 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, 2025, our average quarter end gross assets increased to $13,720.5 million, from $10,419.8 million for the three months ended March 31, 2024.

Previous wording

Income based incentive fees increased to $38.2 million for the three months ended September 30, 2024 compared to $33.4 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 $218.1 million for the three months ended September 30, 2024 from $190.9 million for the same period in the prior year.

Current wording

Pre-incentive fee net investment income increased to $223.1 million for the three months ended March 31, 2025 from $204.8 million for the same period in the prior year.

Previous wording

We reversed previously accrued capital gains based incentive fees of $6.0 million for the three months ended September 30, 2024, as compared to accruing $1.5 million of capital gains based incentive fees for the three months ended September 30, 2023. This is primarily due to a net change in unrealized losses for the three months ended September 30, 2024 as compared to a net change in unrealized gains during the same period in the prior year.

Current wording

We accrued no capital gains based incentive fees for the three months ended March 31, 2025. We accrued capital gains based incentive fees of $3.1 million for the three months ended March 31, 2024, which was primarily due to a net change in unrealized gains for the three months ended March 31, 2024.

Previous wording

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 Administrators in performing their obligations under the Administration Agreements, 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, expenses payable to 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 taxation 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 three months ended September 30, 2024 and 2023, we accrued $3.9 million and $5.0 million, respectively, of U.S. federal excise tax.

Current wording

For the three months ended March 31, 2025 and 2024, we accrued $4.2 million and $3.4 million, respectively, of U.S. federal excise tax.

Previous wording

For the three months ended September 30, 2024, the net change in unrealized losses of $19.1 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%, during the three months ended September 30, 2024 driven primarily by changes in portfolio company fundamentals and economic outlook.

Current wording

For the three months ended March 31, 2025, the net change in unrealized losses of $43.9 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

The realized gains and losses on fully exited and partially exited investments comprised of the following (dollar amounts in thousands):

Current wording

The realized gains and losses on fully exited and partially exited investments consisted of the following (dollar amounts in thousands):

Previous wording

For the three months ended September 30, 2024, we recognized realized losses on investments of $17.6 million partially offset by realized gains on investments of $0.3 million primarily from full or partial sales of investments and restructures of our debt investments. For the nine months ended September 30, 2024 we recognized realized losses on investments of $17.6 million partially offset by realized gains on investments $0.9 million primarily from full or partial sales of investments and restructures of our debt investments.

Current wording

For the three months ended March 31, 2025, we recognized realized gains on investments of $8.7 million primarily from the sale of an equity investment partially offset by realized losses on investments of $0.2 million primarily from full or partial sales of investments.

Previous wording

Net realized gains of $2.2 million and $9.7 million were generated on foreign currency transactions during the three and nine months ended September 30, 2024, respectively, primarily as a result of fluctuations in the GBP exchange rate vs. USD.

Current wording

The net realized gains for the three months ended March 31, 2025, were partially offset by net realized losses of $1.0 million on foreign currency transactions, primarily as a result of fluctuations in the SEK, CAD and GBP exchange rates vs. USD.

Previous wording

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.

Current wording

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 or private issuances of debt 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.

Previous wording

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 the shelf registration statement filed in July 2022 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 the registration statement filed in July 2022 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.

Current wording

To facilitate public issuances of debt 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 the shelf registration statement filed in July 2022 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 the registration statement filed in July 2022 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.

Previous wording

As of September 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 September 30, 2024 and December 31, 2023, we had an aggregate amount of $6,402.7 million and $4,937.9 million of senior securities outstanding, respectively, and our asset coverage ratio was 189.0% 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 March 31, 2025 and December 31, 2024, 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 March 31, 2025 and December 31, 2024, we had an aggregate amount of $7.4 billion and $7.1 billion of senior securities outstanding, respectively, and our asset coverage ratio was 184.2% and 185.7%, 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 September 30, 2024, taken together with our $897.3 million of unused capacity under our credit facilities (subject to borrowing base availability, $896.1 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 $106.6 million of Level 2 debt investments as of September 30, 2024, which could provide additional liquidity if necessary.

Current wording

Cash and cash equivalents as of March 31, 2025, taken together with our $2.4 billion of unused capacity under our credit facilities (subject to borrowing base availability, $2.4 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 $231.9 million of Level 2 investments as of March 31, 2025, which could provide additional liquidity if necessary.

Previous wording

As of September 30, 2024, we had $194.2 million in cash and cash equivalents. During the nine months ended September 30, 2024, cash used in operating activities was $1,622.4 million, primarily due to purchases of investments of $2,565.9 million partially offset by sales of investments and principal repayments of $574.2 million and receipt of interest payments from our investments. Cash provided by financing activities was $1,665.0 million during the period, which was primarily as a result of net borrowings on our credit facilities and Unsecured Notes of $1,437.2 million and $660.7 million of proceeds from the issuance of our Common Shares partially offset by dividends paid in cash of $427.5 million.

Current wording

As of March 31, 2025, we had $965.0 million in cash and cash equivalents. During the three months ended March 31, 2025, cash provided by operating activities was $424.7 million, primarily due to principal repayments and sales of investments of $978.0 million partially offset by purchases of investments of $689.2 million. Cash provided by financing activities was $310.1 million during the period, which was primarily as a result of net borrowings on debt of $287.3 million and $189.2 million of proceeds from the issuance of our Common Shares partially offset by dividends paid in cash of $165.6 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. On September 25, 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 nine months ended September 30, 2024, we sold Common Shares for net proceeds of $310.3 million and $662.4 million, respectively, through our ATM Program. As of September 30, 2024, $492.8 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. During the three months ended March 31, 2025, we sold Common Shares for net proceeds of $184.8 million through our ATM Program. As of March 31, 2025, $503.7 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 nine months ended September 30, 2024 (dollar amounts in thousands, except per share amounts):

Current wording

The following table summarizes our distributions declared and payable for the three months ended March 31, 2025 (dollar amounts in thousands, except per share amounts):

Previous wording

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.

Current wording

With respect to distributions, we have adopted an “opt out” dividend reinvestment plan (the“DRIP”) 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 DRIP 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.

Previous wording

For additional information on our distributions and dividend reinvestment plan, see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 9. Net Assets.”

Current wording

For additional information on our distributions and DRIP, see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements —Note 9. Net Assets.”

Previous 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.

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

Previous wording

As of September 30, 2024 and December 31, 2023, we had an aggregate principal amount of $6,402.7 million and $4,937.9 million, respectively, of debt outstanding.

Current wording

As of March 31, 2025 and December 31, 2024, we had an aggregate principal amount of $7.4 billion and $7.1 billion, 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 September 30, 2024 and December 31, 2023, we had unfunded commitments, including delayed draw term loans and revolvers with an aggregate principal amount of $1,850.0 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 March 31, 2025 and December 31, 2024, we had unfunded commitments, including delayed draw term loans and revolvers with an aggregate principal amount of $1.8 billion and $1.7 billion, 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 September 30, 2024 and December 31, 2023, we estimate that $112.9 million and $221.3 million, respectively, of investments were committed but not yet funded.

Current wording

Additionally, from time to time, the Advisers and their affiliates may commit to an investment on behalf of the investment vehicles they manage, 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, 2025 and December 31, 2024, we estimate that $59.0 million and $162.3 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 our business. At September 30, 2024, 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 March 31, 2025, management is not aware of any material pending legal proceedings.