UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~September~~June 30, ~~2020~~

2022

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

For the transition period from __________ to

__________

Commission File Number 814-01358

Blackstone Private Credit Fund

(Exact name of Registrant as specified in its Charter)


Delaware						84-7071531
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

345 Park Avenue, 31st Floor New York, New York						10154
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (212) 503-2100

________________________

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

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

None

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~YES ☒ NO ☐~~

Yes x No ¨

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). ~~YES ☐ NO ☐~~

Yes x No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer

☐

Accelerated filer

☐o

Non-accelerated filer

Smaller reporting company

Emerging growth company

~~Non-accelerated filer~~

☒

~~Smaller reporting company~~

☐

~~Emerging growth company~~

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). ~~YES ☐ NO ☒~~

Yes ¨ No x

The number of shares of Registrant’s Common Stock, $0.01 par value per share, outstanding as of ~~November 13, 2020~~August 12, 2022 was ~~2,060.~~

591,163,860, 252,246,023 and 38,832,085 of Class I, Class S and Class D common shares, respectively. Common shares outstanding exclude August 1, 2022 subscriptions since the issuance price is not yet finalized at this time.

Table of Contents

Page

PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements

~~Item 1.~~

Consolidated ~~Financial Statement~~

~~Statement~~Statements of Assets and Liabilities as of ~~September 30, 2020~~June 3 0 , 2022 and December 31, 2021 (Unaudited)

Consolidated Statement of Operations for the three months ended June 3 0 , 2022 and 2021 (Unaudited)

Consolidated Statement of Changes in Net Assets for the three months ended June 3 0 , 2022 and 2021 (Unaudited)

~~Notes to Financial Statement (Unaudited)~~5

Consolidated Statement of Cash Flows for six months ended June 3 0 , 2022 and 2021 (Unaudited)

Consolidated Schedule of Investments as of June 3 0 , 2022 and December 31, 2021 (Unaudited)

Notes to Consolidated Financial Statement s (Unaudited)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

138

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

158

Item 4.

Controls and Procedures

159

~~Item 4.~~

PART II

~~Controls and Procedures~~OTHER INFORMATION

~~PART II~~

~~OTHER INFORMATION~~

Item 1.

Unregistered Sales of Equity Securities and Use of Proceeds

160

Item 3.

Defaults Upon Senior Securities

160

Item 4.

Mine Safety Disclosures

~~Item 6.~~

~~Exhibits~~Signatures

~~Signatures~~

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about Blackstone Private Credit Fund ~~(the~~(together, with its consolidated subsidiaries, the “Company,” “we,” "us" or “our”), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

•our future operating results;

•our business prospects and the prospects of the companies in which we may invest;

•the impact of the investments that we expect to make;

•our ability to ~~break escrow for our offering and~~ raise sufficient capital to execute our investment strategy;

•general economic, logistical and political trends and other external factors, including the current (“novel coronavirus ("COVID-19") pandemic, related COVID-19 ~~“) pandemic;~~

variants, inflation and recent supply chain and labor market disruptions;

•turmoil in Ukraine and Russia and the potential for volatility in energy prices and its impact on the industries in which we invest;

•the ability of our portfolio companies to achieve their objectives;

•our current and expected financing arrangements and investments;

•changes in the general interest rate environment;

•the adequacy of our cash resources, financing sources and working capital;

•the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;

•our contractual arrangements and relationships with third parties;

•actual and potential conflicts of interest with ~~GSO Asset Management~~Blackstone Credit BDC Advisors LLC (the “Adviser”) or any of its affiliates;

•the dependence of our future success on the general economy and its effect on the industries in which we may invest;

•our use of financial leverage;

•our business prospects and the prospects of our portfolio companies, including our and their ability to ~~achieve our respective objectives as a result of~~effectively respond to challenges posed by the ~~current~~ COVID-19 pandemic;

•the ability of the Adviser to source suitable investments for us and to monitor and administer our investments;

•the ability of the Adviser or its affiliates to attract and retain highly talented professionals;

•our ability to qualify for and maintain our qualification as a regulated investment company and as a business development company (“BDC”);

•the impact on our business of U.S. and international financial reform legislation, rules and regulations;

•the effect of changes to tax legislation and our tax position; and

•the tax status of the enterprises in which we may invest.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of any projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2021 as updated by the Company's periodic filings with the Securities and Exchange Commission. These projections and forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements, except as required by applicable law. Because we are an investment company, the forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934, ~~Act,~~ as amended (the “1934 Act”).

PART I - FINANCIAL INFORMATION

Item 1. Financial ~~Statement.~~

Statements.

Blackstone Private Credit Fund

~~Statement~~

Consolidated Statements of Assets and Liabilities

   September 30, 2020
(Unaudited)
ASSETS

Cash and cash equivalents
   $ 1,500


Total assets
   $ 1,500


Commitments and contingencies (Note 5)

NET ASSETS

Common shares, $0.01 par value; unlimited shares authorized; 60 shares issued and outstanding
   $ 15
Additional paid-in capital
   1,485


Total net assets
   $ 1,500


COMPOSITION OF NET ASSETS

Total paid-in capital
   $ 1,500
Common shares (Class I)
   60
Net asset value per share (Class I)
   $ 25.00

(in thousands, except share and per share amounts)

(Unaudited)

June 30, 2022 December 31, 2021
ASSETS
Investments at fair value
Non-controlled/non-affiliated investments (cost of $46,155,408 and $30,483,619 at June 30, 2022 and December 31, 2021, respectively) $ 45,273,003 $ 30,579,870
Non-controlled/affiliated investments (cost of $719 and $583 at June 30, 2022 and December 31, 2021, respectively) 1,797 1,614
Controlled/affiliated investments (cost of $984,900 and $213,821 at June 30, 2022 and December 31, 2021, respectively) 951,146 214,209
Total investments at fair value (cost of $47,141,027 and $30,698,023 at June 30, 2022 and December 31, 2021, respectively) 46,225,946 30,795,693
Cash and cash equivalents (restricted cash of $138,810 and $2,500 at June 30, 2022 and December 31, 2021, respectively) 1,644,386 617,986
Interest receivable from non-controlled/non-affiliated investments 412,441 194,493
Deferred financing costs 95,256 76,357
Deferred offering costs 4,381 2,471
Receivable for investments sold 733,335 663,594
Subscription receivable 3,517 826
Unrealized appreciation on foreign currency forward contracts (Note 5) — 1,505
Other assets 3,853 789
Total assets $ 49,123,115 $ 32,353,714
LIABILITIES
Debt (net of unamortized debt issuance costs of $94,091 and $61,526 at June 30, 2022 and December 31, 2021, respectively) $ 25,378,087 $ 18,239,934
Payable for investments purchased 1,949,274 997,408
Management fees payable (Note 3) 64,941 35,038
Income based incentive fees payable (Note 3) 62,964 36,004
Capital gains incentive fees payable (Note 3) — 15,058
Interest payable 147,634 50,294
Due to affiliates 17,408 9,348
Distribution payable (Note 8) 144,580 100,155
Payable for share repurchases (Note 8) 284,910 12,205
Unrealized depreciation on foreign currency forward contracts 583 —
Accrued expenses and other liabilities 102,022 3,450
Total liabilities 28,152,403 19,498,894
Commitments and contingencies (Note 7)
NET ASSETS
Common shares, $0.01 par value (845,602,205 and 495,831,116 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively) 8,456 4,958
Additional paid in capital 21,766,326 12,734,425
Distributable earnings (loss) (804,070) 115,437
Total net assets 20,970,712 12,854,820
Total liabilities and net assets $ 49,123,115 $ 32,353,714

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

Blackstone Private Credit Fund
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share amounts)
(Unaudited)
NET ASSET VALUE PER SHARE
Class I Shares:
Net assets $ 14,048,171 $ 8,985,674
Common shares outstanding ($0.01 par value, unlimited shares authorized) 566,461,843 346,591,556
Net asset value per share $ 24.80 $ 25.93
Class S Shares:
Net assets $ 6,014,726 $ 3,433,213
Common shares outstanding ($0.01 par value, unlimited shares authorized) 242,530,420 132,425,100
Net asset value per share $ 24.80 $ 25.93
Class D Shares:
Net assets $ 907,815 $ 435,933
Common shares outstanding ($0.01 par value, unlimited shares authorized) 36,609,942 16,814,460
Net asset value per share $ 24.80 $ 25.93
The accompanying notes are an integral part of ~~this~~these consolidated financial ~~statement.~~

statements.

Blackstone Private Credit Fund

Consolidated Statement of Operations

(in thousands, except share and per share amounts)

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Investment income:
From non-controlled/non-affiliated investments:
Interest income $ 667,704 $ 114,433 $ 1,180,511 $ 148,636
Payment-in-kind interest income 31,373 578 52,792 700
Dividend income — — 1,510 —
Fee income 13,448 8,113 14,097 8,177
From controlled/affiliated investments:
Dividend income 24,312 — 43,613 —
Total investment income 736,837 123,124 1,292,523 157,513
Expenses:
Interest expense 158,169 17,345 271,559 20,785
Management fees (Note 3) 64,941 12,620 115,568 17,000
Income based incentive fee (Note 3) 62,964 10,916 111,112 13,761
Capital gains incentive fee (Note 3) (4,557) 6,517 (15,059) 9,319
Distribution and shareholder servicing fees
Class S 12,439 1,798 21,892 2,156
Class D 538 23 921 23
Professional fees 3,939 1,009 5,627 1,587
Board of Trustees’ fees 208 140 402 279
Administrative service expenses (Note 3) 1,007 324 2,193 619
Other general & administrative 3,476 1,324 5,846 2,259
Organization costs — — — 1,090
Amortization of continuous offering costs 1,214 838 2,142 1,609
Total expenses 304,338 52,854 522,203 70,487
Expense support (Note 3) — — — (2,199)
Recoupment of expense support (Note 3) — 2,199 — 2,199
Management fees waived (Note 3) — (12,620) — (17,000)
Incentive fees waived (Note 3) — (10,916) — (13,761)
Net expenses 304,338 31,517 522,203 39,726
Net investment income before excise tax 432,499 91,607 770,320 117,787
Excise tax expense 175 — 292 —
Net investment income after excise tax 432,324 91,607 770,028 117,787
Realized and unrealized gain (loss):
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments (836,816) 52,318 (914,911) 68,528
Controlled/affiliated investments (38,939) 3 (34,142) 3
Non-controlled/affiliated investments (138) — 46 —
Foreign currency forward contracts 11,793 — (1,669) —
Forward purchase obligation (Note 7) — (1,910) — —
Net unrealized appreciation (depreciation) (864,100) 50,411 (950,676) 68,531
Realized gain (loss):
Non-controlled/non-affiliated investments (17,565) 360 (15,903) 777
Forward purchase obligation (Note 7) — 2,248 — 3,709
Derivative (Note 7) — — — 2,334
Foreign currency transactions 3,634 (883) 4,587 (802)
Net realized gain (loss) (13,931) 1,725 (11,316) 6,018
Net realized and unrealized gain (loss) (878,031) 52,136 (961,992) 74,549
Net increase (decrease) in net assets resulting from operations $ (445,707) $ 143,743 $ (191,964) $ 192,336

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

Blackstone Private Credit Fund
Consolidated Statement of Changes in Net Assets
(in thousands)
(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Operations:
Net investment income $ 432,324 $ 91,607 $ 770,028 $ 117,787
Net realized gain (loss) on investments (13,931) 1,725 (11,316) 6,018
Net change in unrealized appreciation (depreciation) on investments (864,100) 50,411 (950,676) 68,531
Net increase (decrease) in net assets resulting from operations (445,707) 143,743 (191,964) 192,336
Distributions to common shareholders:
Class I (286,660) (76,615) (511,347) (97,735)
Class S (106,896) (19,303) (187,144) (21,833)
Class D (17,015) (1,065) (28,996) (1,065)
Net decrease in net assets resulting from distributions (410,571) (96,983) (727,487) (120,633)
Share transactions:
Class I:
Proceeds from shares sold 2,465,578 1,863,782 5,719,346 3,669,228
Share transfers between classes 25,240 2,745 39,479 2,745
Distributions reinvested 117,013 19,715 218,785 24,563
Repurchased shares, net of early repurchase deduction (255,340) (1,239) (293,192) (1,239)
Net increase (decrease) from share transactions 2,352,491 1,885,003 5,684,418 3,695,297
Class S:
Proceeds from shares sold 1,309,690 813,582 2,805,720 1,093,871
Share transfers between classes (3,754) — (4,520) —
Distributions reinvested 44,483 4,766 81,177 5,341
Repurchased shares, net of early repurchase deduction (25,142) 6 (41,612) 6
Net increase (decrease) from share transactions 1,325,277 818,354 2,840,765 1,099,218
Class D:
Proceeds from shares sold 262,493 80,347 534,032 80,347
Share transfers between classes (21,486) (2,745) (34,959) (2,745)
Distributions reinvested 7,831 62 13,305 62
Repurchased shares, net of early repurchase deduction (2,023) — (2,218) —
Net increase (decrease) from share transactions 246,815 77,664 510,160 77,664
Total increase (decrease) in net assets 3,068,305 2,827,781 8,115,892 4,943,882
Net assets, beginning of period 17,902,407 2,116,153 12,854,820 52
Net assets, end of period $ 20,970,712 $ 4,943,934 $ 20,970,712 $ 4,943,934
The accompanying notes are an integral part of these consolidated financial statements.
5

Blackstone Private Credit Fund
Consolidated Statement of Cash Flows
(in thousands)
(Unaudited)
Six Months Ended June 30,
2022 2021
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations $ (191,964) $ 192,336
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net unrealized (appreciation) depreciation on investments 949,007 (68,531)
Net change in unrealized gain/loss on foreign currency forward contracts 1,669 —
Net realized (gain) loss on investments 15,903 (777)
Net realized (gain) loss on forward purchase obligation — (3,709)
Net realized (gain) loss on derivative — (2,334)
Payment-in-kind interest capitalized (62,785) —
Net accretion of discount and amortization of premium (56,991) (6,155)
Amortization of deferred financing costs 10,778 2,268
Amortization of debt issuance costs and original issue discount on notes 8,866 2
Amortization of offering costs 2,142 1,609
Payment in connection with purchase of Syndicated Warehouse, net of cash received — (44,521)
Payment in connection with Purchase Agreement transaction, net of cash received — (697,431)
Purchases of investments (17,826,021) (10,637,605)
Proceeds from sale of investments and principal repayments 1,486,289 723,427
Changes in operating assets and liabilities:
Interest receivable (217,947) (37,620)
Receivable for investments (69,741) (255,469)
Other assets (5,060) (84)
Payable for investments purchased 951,867 2,169,374
Management fee payable 29,902 —
Income based incentive fee payable 26,959 —
Capital gains incentive fee payable (15,058) 9,319
Due to affiliates 8,060 4,236
Interest payable 97,339 6,654
Accrued expenses and other liabilities (13,317) 5,204
Net cash provided by (used in) operating activities (14,870,103) (8,639,807)
Cash flows from financing activities:
Borrowings on debt 11,805,978 7,048,495
Repayments on debt (4,482,363) (2,689,814)
Deferred financing costs paid (36,082) (27,540)
Debt issuance costs paid (6,362) (227)
Deferred offering costs paid (4,666) (3,113)
Proceeds from issuance of common shares 9,056,410 4,843,446
Repurchased shares, net of early repurchase deduction paid (66,723) —
Dividends paid in cash (369,689) (35,899)
Net cash provided by (used in) financing activities 15,896,503 9,135,348
Net increase (decrease) in cash and cash equivalents 1,026,400 495,541
Effect of foreign exchange rate changes on cash and cash equivalents — (26)
Cash and cash equivalents, beginning of period 617,986 52
Cash and cash equivalents, end of period $ 1,644,386 $ 495,567
The accompanying notes are an integral part of these consolidated financial statements.
6

Blackstone Private Credit Fund
Consolidated Statement of Cash Flows
(in thousands)
Supplemental information and non-cash activities:
Interest paid during the period $ 181,128 $ 11,837
Distribution payable $ 144,580 $ 54,770
Reinvestment of dividends during the period $ 313,267 $ 29,966
Accrued but unpaid debt financing and debt issuance costs $ 2,004 $ 5,254
Accrued but unpaid offering costs $ 6 $ 289
Share repurchases accrued but not yet paid $ 282,505 $ 1,233
Non-cash assets acquired/liabilities assumed:
Syndicated Warehouse (Note 7):
Investments $ — $ 300,464
Debt $ — $ (134,000)
Other assets/liabilities, net $ — $ (118,411)
Twin Peaks (Note 11):
Investments $ — $ 1,023,188
Debt $ — $ (337,648)
Other assets/liabilities, net $ — $ 35,473

The accompanying notes are an integral part of these consolidated financial statements.
7
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2)(14) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
Investments—non-controlled/non-affiliated
First Lien Debt
Aerospace & Defense
Amentum Government Services Holdings, LLC (9) L + 3.75% 5.42% 1/29/2027 $ 7,972 $ 7,857 $ 7,613 0.04 %
Amentum Government Services Holdings, LLC (9) SOFR + 4.00% 5.60% 2/15/2029 19,306 19,219 18,437 0.09
Atlas CC Acquisition Corp. (7)(10) L + 4.25% 5.82% 5/25/2028 59,095 56,947 51,337 0.24
Corfin Holdings, Inc. (4)(11) L + 5.75% 8.00% 2/5/2026 30,735 30,726 30,658 0.15
Corfin Holdings, Inc. (4)(11) L + 5.75% 7.32% 2/5/2026 1,702 1,676 1,698 0.01
Linquest Corp. (4)(5)(7)(10) L + 5.75% 6.50% 7/28/2028 156,319 153,217 152,354 0.73
Loar Group, Inc. (4)(7)(11) L + 7.25% 8.92% 10/2/2023 29,271 27,520 27,271 0.13
MAG DS Corp. (11) L + 5.50% 7.75% 4/1/2027 10,614 10,464 9,765 0.05
Maverick Acquisition, Inc. (4)(5)(7)(11) L + 6.00% 8.25% 6/1/2027 48,959 47,936 46,953 0.22
Peraton Corp. (10) L + 3.75% 5.42% 2/1/2028 80,489 80,284 75,803 0.36
Vertex Aerospace Services Corp. (10) L + 4.00% 5.67% 10/27/2028 40,284 40,193 38,345 0.18
West Star Aviation Acquisition, LLC (4)(7)(10) L + 6.00% 6.75% 3/1/2028 4,091 3,991 3,991 0.02
480,031 464,226 2.21
Air Freight & Logistics
AGI-CFI Holdings, Inc. (4)(10) L + 5.50% 6.75% 6/11/2027 269,950 265,239 267,251 1.27
Livingston International, Inc. (4)(6)(10) L + 5.50% 7.75% 4/30/2027 105,148 104,447 104,096 0.50
Mode Purchaser, Inc. (4)(11) SOFR + 6.25% 7.25% 12/9/2026 34,213 33,356 34,213 0.16
Mode Purchaser, Inc. (4)(11) SOFR + 6.25% 7.25% 2/5/2029 170,029 166,824 170,029 0.81
R1 Holdings, LLC (4)(7)(11) L + 6.00% 7.00% 1/2/2026 38,608 38,570 38,608 0.18
Redwood Services Group, LLC (4)(7)(10) SOFR + 6.00% 6.75% 6/15/2029 36,851 36,032 36,395 0.17
RWL Holdings, LLC (4)(7)(10) SOFR + 5.75% 7.95% 12/31/2028 218,288 213,726 215,524 1.03
SEKO Global Logistics Network, LLC (4)(5)(11) E + 5.00% 6.00% 12/30/2026 € 35,393 40,465 37,093 0.18
SEKO Global Logistics Network, LLC (4)(5)(7)(11) L + 5.00% 6.67% 12/30/2026 104,864 103,750 104,718 0.50
The Kenan Advantage Group, Inc. (10) L + 3.75% 5.38% 3/12/2026 42,639 42,440 40,187 0.19
Wwex Uni Topco Holdings, LLC (10) L + 4.00% 6.25% 7/26/2028 17,605 17,520 16,085 0.08
1,062,367 1,064,199 5.07
Airlines
Air Canada (6)(10) L + 3.50% 4.25% 8/11/2028 16,819 16,684 15,515 0.07
American Airlines, Inc. (6)(10) L + 4.75% 5.81% 3/11/2028 7,314 7,254 6,996 0.03
United Airlines, Inc. (6)(10) L + 3.75% 5.39% 4/21/2028 26,509 26,547 24,753 0.12
50,485 47,265 0.23
8
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2)(14) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Auto Components
Clarios Global LP (6)(8) L + 3.25% 4.92% 4/30/2026 19,806 19,658 18,543 0.09
GC EOS Buyer, Inc. (8) L + 4.50% 6.17% 8/1/2025 11,941 11,950 11,884 0.06
Metis Buyer, Inc. (5)(7)(10) SOFR + 4.00% 5.63% 5/4/2028 57,750 56,397 52,629 0.25
Wheel Pros, Inc. (10) L + 4.50% 6.10% 4/23/2028 25,776 25,782 21,468 0.10
113,786 104,524 0.50
Beverages
Arterra Wines Canada, Inc. (6)(10) L + 3.50% 5.75% 11/24/2027 7,917 7,903 7,429 0.04
Naked Juice, LLC (9) SOFR + 3.25% 5.40% 1/24/2029 25,108 25,002 23,452 0.11
Triton Water Holdings, Inc. (9) L + 3.50% 5.75% 3/31/2028 61,202 60,054 54,405 0.26
92,958 85,286 0.41
Building Products
Cornerstone Building Brands, Inc. (6)(9) L + 3.25% 4.57% 4/12/2028 7,410 7,385 6,182 0.03
CP Atlas Buyer, Inc. (9) L + 3.75% 5.42% 11/23/2027 54,371 54,034 47,975 0.23
Engineered Stone Group Holdings III Ltd. (4)(6)(7)(10) E + 5.75% 7.25% 4/23/2028 € 58,583 57,902 57,641 0.27
Fencing Supply Group Acquisition, LLC (4)(5)(7)(11) L + 6.00% 7.00% 2/26/2027 108,447 106,963 108,447 0.52
Great Day Improvements, LLC (4)(10) L + 6.25% 8.50% 12/29/2027 182,831 179,482 180,089 0.86
Griffon Corporation (6)(9) P + 2.75% 4.36% 1/24/2029 1,265 1,262 1,212 0.01
Illuminate Merger Sub Corp. (9) L + 3.50% 6.38% 6/30/2028 30,853 30,560 27,131 0.13
Jacuzzi Brands, LLC (4)(10) SOFR + 6.00% 8.05% 2/25/2025 258,938 256,034 258,938 1.23
Kodiak BP, LLC (10) L + 3.25% 5.50% 2/25/2028 49,052 48,682 43,135 0.21
L&S Mechanical Acquisition, LLC (4)(5)(7)(10) L + 5.75% 8.00% 9/1/2027 114,219 112,251 109,650 0.52
Lindstrom, LLC (4)(11) L + 6.25% 7.31% 4/7/2025 33,869 33,568 33,869 0.16
Mi Windows and Doors, LLC (9) SOFR + 3.50% 5.13% 12/18/2027 11,772 11,797 11,075 0.05
New Arclin US Holding Corp. (6)(7)(9) L + 3.75% 5.42% 10/2/2028 21,366 21,309 19,553 0.09
Tamko Building Product, LLC (8) L + 3.00% 5.25% 6/1/2026 6,977 6,862 6,558 0.03
The Chamberlain Group, Inc. (9) L + 3.50% 5.17% 11/3/2028 48,335 47,953 43,824 0.21
Windows Acquisition Holdings, Inc. (4)(5)(11) L + 6.50% 8.75% 12/29/2026 60,700 59,784 60,700 0.29
1,035,827 1,015,980 4.84
Capital Markets
Advisor Group Holdings, Inc. (8) L + 4.50% 6.17% 7/31/2026 42,147 42,068 40,201 0.19
AllSpring Buyer, LLC (6)(9) L + 3.25% 5.56% 11/1/2028 2,993 3,008 2,885 0.01
Resolute Investment Managers, Inc. (4)(11) L + 4.25% 6.50% 4/30/2024 12,090 12,128 11,304 0.05
Situs-AMC Holdings Corporation (4)(11) SOFR + 5.75% 8.00% 12/22/2027 109,725 108,723 108,628 0.52
Superannuation And Investments US, LLC (6)(9) L + 3.75% 5.42% 9/23/2028 21,310 21,211 20,524 0.10
The Edelman Financial Engines Center, LLC (10) L + 3.50% 5.17% 3/15/2028 53,159 52,858 49,338 0.24
239,997 232,881 1.11
9
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2)(14) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Chemicals
Ascend Performance Materials Operations, LLC (10) L + 4.75% 7.00% 8/27/2026 4,937 5,001 4,826 0.02
DCG Acquisition Corp. (4)(8) L + 4.50% 6.17% 9/30/2026 4,975 4,986 4,676 0.02
Dominion Colour Corporation (4)(6)(11) L + 7.25% (incl. 2.00% PIK) 8.93% 4/6/2024 35,696 34,918 32,840 0.16
Geon Performance Solutions, LLC (10) L + 4.50% 6.17% 8/9/2028 7,352 7,302 6,984 0.03
Hexion Holdings Corp. (9) SOFR + 4.50% 5.92% 3/15/2029 5,340 5,212 4,809 0.02
Hyperion Materials & Technologies, Inc. (9) L + 4.50% 6.07% 8/28/2028 25,165 25,079 23,907 0.11
LSF11 Skyscraper Holdco S.à r.l, LLC (4)(6)(10) L + 3.50% 5.75% 9/29/2027 19,801 19,717 19,108 0.09
NIC Acquisition Corp. (10) L + 3.75% 6.00% 12/29/2027 11,199 11,215 9,874 0.05
Olympus Water US Holding Corp. (9) L + 3.75% 6.06% 9/21/2028 13,789 13,775 12,884 0.06
Oxea Corporation (6)(8) L + 3.25% 4.38% 10/14/2024 6 6 6 0.00
Polymer Additives, Inc. (8) L + 6.00% 7.24% 7/31/2025 30,263 28,455 29,166 0.14
WR Grace Holdings, LLC (6)(9) L + 3.75% 6.06% 9/22/2028 9,950 9,968 9,470 0.05
165,635 158,551 0.76
Commercial Services & Supplies
Access CIG, LLC (8) L + 3.75% 5.32% 2/27/2025 40,825 40,691 38,671 0.18
Allied Universal Holdco, LLC (9) L + 3.75% 5.42% 5/12/2028 72,561 72,276 66,666 0.32
Anticimex, Inc. (4)(6)(9) L + 4.00% 5.60% 11/16/2028 2,790 2,800 2,658 0.01
Anticimex, Inc. (6)(9) L + 3.50% 5.10% 11/16/2028 40,340 40,108 38,256 0.18
APX Group, Inc. (6)(9) L + 3.50% 5.01% 7/10/2028 47,670 47,333 45,148 0.22
Atlas Luxco 4 SARL (8) 4.63% 4.63% 6/1/2028 2,000 1,722 1,655 0.01
Bazaarvoice, Inc. (4)(7)(8) L + 5.75% 7.71% 5/7/2028 370,305 370,305 370,305 1.77
Belfor Holdings, Inc. (8) L + 3.75% 5.42% 4/6/2026 4,924 4,941 4,776 0.02
DG Investment Intermediate Holdings 2, Inc. (4)(7)(10) SOFR + 3.75% 5.78% 3/17/2028 23,585 23,304 22,487 0.11
DG Investment Intermediate Holdings 2, Inc. (9) SOFR + 3.75% 5.42% 3/17/2028 46,413 46,436 43,498 0.21
Divisions Holding Corp. (4)(10) L + 4.75% 6.42% 5/29/2028 23,916 23,712 22,541 0.11
EAB Global, Inc. (9) L + 3.50% 4.74% 6/28/2028 26,014 25,811 24,544 0.12
eResearchTechnology, Inc. (11) L + 4.50% 6.17% 2/4/2027 36,429 36,394 33,750 0.16
Foundational Education Group, Inc. (9) SOFR + 3.75% 6.07% 8/31/2028 9,097 9,017 8,733 0.04
Garda World Security Corp. (6)(8) L + 4.25% 5.90% 10/30/2026 53,980 53,812 50,040 0.24
Genuine Financial Holdings, LLC (8) L + 3.75% 5.42% 7/11/2025 26,809 26,741 25,575 0.12
GFL Environmental, Inc. (9) L + 3.00% 4.24% 5/30/2025 4,987 4,957 4,875 0.02
International SOS The Americas LP (4)(6)(9) L + 3.75% 6.06% 8/5/2028 2,320 2,299 2,221 0.01
Java Buyer, Inc. (4)(7)(10) L + 5.75% 7.58% 12/15/2027 158,344 155,019 154,461 0.74
JSS Holdings, Inc. (4)(10) L + 6.00% 6.75% 12/17/2027 46,272 45,720 46,272 0.22
JSS Holdings, Inc. (4)(10) L + 6.00% 6.75% 12/17/2028 241,849 238,483 241,849 1.15
10
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2)(14) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Commercial Services & Supplies (continued)
Knowledge Pro Buyer, Inc. (4)(7)(10) L + 5.75% 7.44% 12/10/2027 44,885 43,770 43,656 0.21
KPSKY Acquisition, Inc. (4)(7)(10) L + 5.50% 6.46% 10/19/2028 204,808 201,073 200,686 0.96
MaxGen Energy Services Corporation (4)(11) L + 5.00% 6.00% 6/2/2027 83,392 81,610 81,308 0.39
Onex Baltimore Buyer, Inc. (4)(7)(10) L + 5.75% 6.80% 12/1/2027 242,838 237,598 237,138 1.13
PECF USS Intermediate Holding III Corp. (9) L + 4.25% 5.92% 12/15/2028 30,701 30,714 27,816 0.13
Polyphase Elevator Holding Co. (4)(7)(11) L + 5.50% 7.75% 12/21/2027 36,004 35,439 34,446 0.16
Recycle & Resource US, LLC (4)(6)(9) L + 3.50% 5.75% 7/8/2028 5,193 5,159 4,895 0.02
Revspring, Inc. (8) L + 4.00% 5.67% 10/11/2025 15,380 15,277 14,765 0.07
Spin Holdco Inc. (10) L + 4.00% 5.61% 3/1/2028 22,040 21,956 20,354 0.10
The Action Environmental Group, Inc. (4)(5)(12) L + 6.00% 7.25% 1/16/2026 10,079 9,870 9,889 0.05
The Action Environmental Group, Inc. (4)(5)(11) L + 6.00% 7.27% 1/16/2026 14,660 14,233 14,477 0.07
TRC Companies, Inc. (9) L + 3.75% 6.00% 12/8/2028 45,664 45,383 43,114 0.21
USIC Holdings, Inc. (10) L + 3.50% 5.17% 5/12/2028 24,813 24,707 23,178 0.11
Vaco Holdings, LLC (10) SOFR + 5.00% 7.20% 1/20/2029 21,375 21,275 20,627 0.10
Veregy Consolidated, Inc. (11) L + 6.00% 7.24% 11/2/2027 20,480 20,524 19,559 0.09
2,080,467 2,044,887 9.75
Construction & Engineering
Aegion Corporation (10) L + 4.75% 6.27% 5/17/2028 23,760 23,700 21,799 0.10
ASP Endeavor Acquisition, LLC (4)(5)(9) L + 6.50% 7.87% 5/3/2027 35,640 35,065 33,769 0.16
Brookfield WEC Holdings, Inc. (9) SOFR + 3.75% 5.75% 8/1/2025 34,957 33,735 33,512 0.16
COP Home Services TopCo IV, Inc. (4)(5)(7)(11) L + 5.00% 6.67% 12/31/2027 125,987 123,098 123,379 0.59
Peak Utility Services Group, Inc. (4)(7)(11) L + 5.00% 6.50% 2/26/2028 23,562 23,341 23,408 0.11
Pike Electric Corp. (8) L + 3.00% 4.67% 1/21/2028 3,000 2,906 2,861 0.01
Refficiency Holdings, LLC (7)(10) L + 3.75% 5.42% 12/31/2027 29,252 29,040 27,226 0.13
Thermostat Purchaser III, Inc. (4)(7)(10) L + 4.50% 6.07% 8/24/2028 42,556 41,361 39,757 0.19
Tutor Perini Corp. (6)(11) L + 4.75% 5.75% 8/13/2027 2,948 2,975 2,774 0.01
315,221 308,485 1.47
Construction Materials
White Cap Buyer, LLC (9) SOFR + 3.75% 5.28% 10/19/2027 53,642 53,385 49,586 0.24
Containers & Packaging
Ascend Buyer, LLC (4)(7)(10) L + 5.75% 8.00% 9/30/2028 76,961 75,469 76,124 0.36
Berlin Packaging, LLC (9) L + 3.75% 6.01% 3/11/2028 42,673 42,541 39,828 0.19
Bway Holding Corporation (8) L + 3.25% 4.31% 4/3/2024 10,358 10,159 9,773 0.05
Charter NEX US, Inc. (10) L + 3.75% 5.42% 12/1/2027 46,755 46,808 44,155 0.21
Graham Packaging Co, Inc. (10) L + 3.00% 4.67% 8/4/2027 18,855 18,712 17,735 0.08
IBC Capital US, LLC (6)(8) L + 3.75% 5.78% 9/11/2023 18,417 18,391 16,675 0.08
11
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2)(14) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Containers & Packaging (continued)
LABL, Inc. (9) L + 5.00% 6.67% 10/29/2028 7,107 7,008 6,601 0.03
MAR Bidco Sarl (6)(9) L + 4.05% 6.30% 7/6/2028 3,918 3,900 3,644 0.02
Novolex, Inc. (9) SOFR + 4.25% 5.88% 4/13/2029 106,808 104,188 100,133 0.48
Pretium PKG Holdings, Inc. (9) L + 4.00% 5.12% 8/27/2028 23,769 23,379 21,526 0.10
ProAmpac PG Borrower, LLC (10) L + 3.75% 5.26% 11/3/2025 45,220 45,204 42,009 0.20
Ring Container Technologies Group, LLC (9) L + 3.75% 4.27% 8/12/2028 16,436 16,361 15,655 0.07
TricorBraun Holdings, Inc. (9) L + 3.25% 4.92% 3/3/2028 43,276 42,781 40,405 0.19
Trident TPI Holdings, Inc. (11) L + 3.25% 5.50% 7/29/2028 18,802 18,777 18,179 0.09
Trident TPI Holdings, Inc. (7)(9) L + 4.00% 6.25% 9/15/2028 34,292 33,921 32,190 0.15
507,599 484,632 2.31
Distributors
BP Purchaser, LLC (4)(10) L + 5.50% 7.19% 12/10/2028 34,713 34,074 34,019 0.16
Bution Holdco 2, Inc. (4)(11) L + 6.25% 7.92% 10/17/2025 5,875 5,791 5,875 0.03
Dana Kepner Company, LLC (4)(10) SOFR + 6.00% 8.09% 12/29/2027 67,012 65,678 66,677 0.32
Dana Kepner Company, LLC (4)(11) L + 6.25% 8.31% 12/29/2026 14,775 14,552 14,701 0.07
Genuine Cable Group, LLC (4)(7)(10) L + 5.75% 6.87% 11/2/2026 26,249 25,667 25,964 0.12
Marcone Yellowstone Buyer, Inc. (4)(5)(7)(10) L + 5.50% 7.75% 12/23/2028 90,217 88,425 88,363 0.42
NDC Acquisition Corp. (4)(7)(11) L + 5.75% 8.00% 3/9/2027 22,219 21,668 21,962 0.10
Tailwind Colony Holding Corporation (4)(7)(11) SOFR + 6.25% 7.46% 11/13/2024 68,260 66,993 67,138 0.32
Unified Door & Hardware Group, LLC (4)(11) L + 5.75% 6.75% 6/30/2025 53,345 52,598 52,544 0.25
375,445 377,244 1.80
Diversified Consumer Services
Ascend Learning, LLC (9) L + 3.50% 5.17% 12/11/2028 34,153 33,592 31,634 0.15
Cambium Learning Group, Inc. (4)(7)(10) L + 5.50% 6.56% 7/20/2028 963,271 954,920 963,271 4.59
Colibri Group, LLC (10) SOFR + 5.00% 5.95% 3/12/2029 20,772 20,612 20,149 0.10
Dreambox Learning Holding, LLC (4)(5)(10) L + 6.25% 7.00% 12/1/2027 135,213 132,744 132,509 0.63
EM Bidco Limited (6)(7)(9) L + 4.25% 4.75% 4/12/2029 3,657 3,639 3,455 0.02
Go Car Wash Management Corp. (4)(7)(11) L + 5.75% 7.38% 12/31/2026 89,736 86,808 87,493 0.42
KUEHG Corp. (11) L + 3.75% 6.00% 2/21/2025 54,045 53,335 50,494 0.24
Learning Care Group (11) L + 3.25% 4.92% 3/13/2025 43,649 42,931 40,539 0.19
Loyalty Ventures, Inc. (9) L + 4.50% 6.17% 11/3/2027 7,902 7,752 6,296 0.03
Pre-Paid Legal Services, Inc. (9) L + 3.75% 5.42% 12/15/2028 60,383 59,841 56,514 0.27
Prime Security Service Borrower, LLC (10) L + 2.75% 3.81% 9/23/2026 17,787 17,513 16,650 0.08
Rinchem Company, LLC (4)(9) SOFR + 4.50% 6.65% 2/2/2029 4,045 4,026 3,807 0.02
SSH Group Holdings, Inc. (8) L + 4.25% 6.50% 7/30/2025 4,974 4,893 4,661 0.02
12
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2)(14) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Diversified Consumer Services (continued)
The ADT Security Corp. (8) 4.13% 4.13% 8/1/2029 2,000 1,692 1,629 0.01
TruGreen Limited Partnership (10) L + 4.00% 5.67% 11/2/2027 5,925 5,957 5,653 0.03
University Support Services, LLC (9) L + 3.25% 4.92% 2/10/2029 37,012 36,770 34,976 0.17
Weld North Education, LLC (9) L + 3.75% 5.42% 12/21/2027 42,064 41,905 40,101 0.19
1,508,930 1,499,831 7.15
Diversified Financial Services
Barbri Holdings, Inc. (4)(10) L + 5.75% 7.42% 4/30/2028 120,251 118,200 119,048 0.57
Barbri Holdings, Inc. (4)(7)(10) L + 5.75% 7.42% 4/28/2028 45,694 44,856 45,237 0.22
Comet Acquisition, Inc. (4)(9) SOFR + 4.25% 6.12% 10/24/2025 15,909 15,677 15,352 0.07
Lereta, LLC (10) L + 5.25% 6.92% 7/27/2028 31,292 31,020 28,515 0.14
Mitchell International, Inc. (9) L + 3.75% 5.35% 10/15/2028 67,809 67,240 61,961 0.30
Polaris Newco, LLC (9) L + 4.00% 5.67% 6/2/2028 47,413 46,827 43,950 0.21
Sedgwick Claims Management Services, Inc. (6)(11) L + 4.25% 5.92% 9/3/2026 2,425 2,446 2,347 0.01
Sedgwick Claims Management Services, Inc. (6)(8) L + 3.75% 5.42% 12/31/2025 56,951 56,293 53,922 0.26
SelectQuote, Inc. (4)(7)(10) L + 5.00% 6.67% 11/5/2024 276,511 275,564 249,675 1.19
658,122 620,008 2.96
Diversified Telecommunication Services
Numericable US, LLC (5)(6)(8) 5.13% 5.13% 7/15/2029 3,000 2,491 2,274 0.01
Numericable US, LLC (6)(8) L + 4.00% 5.41% 8/14/2026 51,478 51,355 47,110 0.22
Numericable US, LLC (6)(8) L + 3.69% 4.73% 1/31/2026 4,987 4,930 4,544 0.02
Point Broadband Acquisition, LLC (4)(7)(11) L + 6.00% 7.00% 10/1/2028 161,190 156,775 156,248 0.75
Zacapa, LLC (6)(9) SOFR + 4.25% 6.30% 3/22/2029 11,100 10,977 10,397 0.05
Zayo Group Holdings, Inc. (8) L + 3.00% 4.67% 3/9/2027 1,333 1,262 1,234 0.01
Zayo Group Holdings, Inc. (9) SOFR + 4.25% 5.78% 3/9/2027 15,975 15,579 14,973 0.07
243,370 236,781 1.13
Electric Utilities
Qualus Power Services Corp. (4)(7)(11) L + 5.50% 6.71% 3/26/2027 48,704 47,654 48,104 0.23
Electrical Equipment
Emergency Power Holdings, LLC (4)(5)(7)(11) L + 5.50% 6.50% 8/17/2028 194,025 190,136 189,583 0.90
Madison IAQ, LLC (9) L + 3.25% 4.52% 6/16/2028 54,908 54,183 50,161 0.24
Relay Purchaser, LLC (4)(5)(7)(10) L + 6.00% 8.25% 8/30/2028 199,000 195,257 196,227 0.94
Shoals Holdings, LLC (4)(11) SOFR + 3.25% 4.47% 11/25/2026 11,320 11,107 11,433 0.05
450,683 447,404 2.13
13
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2)(14) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Electronic Equipment, Instruments & Components
Albireo Energy, LLC (4)(5)(7)(11) L + 6.00% 8.13% 12/23/2026 35,317 34,744 33,794 0.16
CPI International, Inc. (11) L + 3.50% 4.74% 7/26/2024 18,882 18,890 18,733 0.09
Infinite Bidco, LLC (9) L + 3.25% 5.50% 2/24/2028 42,137 41,933 39,187 0.19
Ingram Micro, Inc. (9) L + 3.50% 5.75% 3/31/2028 21,870 21,788 20,749 0.10
LTI Holdings, Inc. (8) L + 3.50% 5.17% 9/6/2025 4,974 4,960 4,642 0.02
Presidio, Inc. (8) L + 3.50% 5.17% 1/22/2027 7,959 7,972 7,565 0.04
130,288 124,669 0.59
Energy Equipment & Services
Abaco Energy Technologies, LLC (4)(13) L + 7.00% (incl. 1.00% PIK) 8.50% 10/4/2024 10,111 9,636 10,111 0.05
EnergySolutions, LLC (11) L + 3.75% 6.00% 5/9/2025 6,201 6,200 5,801 0.03
Tetra Technologies, Inc. (4)(6)(11) L + 6.25% 7.92% 9/10/2025 22,793 21,947 22,793 0.11
37,782 38,704 0.18
Entertainment
CE Intermediate I, LLC (4)(9) L + 4.00% 5.40% 11/10/2028 7,758 7,688 7,332 0.03
Herschend Entertainment Co, LLC (9) L + 3.75% 5.44% 8/27/2028 5,279 5,233 5,048 0.02
Recorded Books, Inc. (8) L + 4.00% 6.00% 8/29/2025 38,615 38,587 36,756 0.18
51,507 49,136 0.23
Food Products
CHG PPC Parent, LLC (4)(9) L + 3.00% 4.69% 11/16/2028 10,314 10,294 9,772 0.05
Quantum Bidco, Ltd. (6)(8) S + 6.00% 7.63% 2/5/2028 £ 18,500 24,546 18,763 0.09
Snacking Investments US, LLC (6)(11) L + 4.00% 5.06% 12/18/2026 4,957 4,987 4,709 0.02
39,826 33,245 0.16
Health Care Equipment & Supplies
Advancing Eyecare Center, Inc. (4)(7)(9) SOFR + 5.75% 7.44% 6/13/2029 25,000 24,315 24,400 0.12
Auris Luxembourg III Sarl (6)(8) L + 3.75% 5.58% 2/27/2026 36,892 36,293 33,480 0.16
CPI Buyer, LLC (4)(7)(10) L + 5.50% 7.07% 11/1/2028 270,851 264,837 263,481 1.26
GCX Corporation Buyer, LLC (4)(5)(7)(10) L + 5.50% 6.78% 9/13/2027 196,515 192,434 191,910 0.92
Mozart Borrower LP (9) L + 3.25% 4.92% 9/20/2028 45,890 44,567 42,699 0.20
Resonetics, LLC (10) L + 4.00% 5.24% 4/28/2028 88,308 87,870 84,114 0.40
Sunshine Luxembourg VII S.à r.l, LLC (6)(10) L + 3.75% 6.00% 10/2/2026 £ 57,281 56,822 53,209 0.25
TecoStar Holdings, Inc. (11) L + 3.50% 4.50% 5/1/2024 32,892 31,894 28,698 0.14
739,031 721,990 3.44
14
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2)(14) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Health Care Providers & Services
ACI Group Holdings, Inc. (4)(5)(7)(10) L + 5.50% 7.75% 8/2/2028 210,189 205,595 208,371 0.99
ADCS Clinics Intermediate Holdings, LLC (4)(7)(11) L + 6.25% 8.22% 5/7/2027 45,502 44,630 44,881 0.21
ADMI Corp. (9) L + 3.50% 5.17% 12/23/2027 49,370 49,080 45,379 0.22
AHP Health Partners, Inc. (9) L + 3.50% 5.17% 8/4/2028 11,666 11,609 11,046 0.05
Amerivet Partners Management, Inc. (4)(5)(7)(10) SOFR + 5.50% 7.70% 2/25/2028 97,650 94,947 94,782 0.45
AMGH Holding Corp. (11) L + 4.25% 5.92% 3/14/2025 16,676 16,693 15,559 0.07
Canadian Hospital Specialties Ltd. (4)(5)(6)(7)(11) C + 4.50% 7.16% 4/14/2028 C$ 44,218 34,369 34,252 0.16
Caramel Bidco Limited (4)(5)(6)(7)(8) S + 6.00% 6.44% 2/24/2029 £ 60,000 77,680 68,136 0.32
CCBlue Bidco, Inc. (4)(7)(10) L + 6.25% (incl. 2.75% PIK) 7.00% 12/21/2028 470,463 461,038 460,136 2.19
CHG Healthcare Services, Inc. (9) L + 3.25% 4.75% 9/29/2028 32,825 32,701 31,134 0.15
Covenant Surgical Partners, Inc. (8) L + 4.00% 5.67% 7/1/2026 2,963 2,924 2,792 0.01
Cross Country Healthcare, Inc. (4)(10) L + 5.75% 7.39% 6/8/2027 80,880 79,483 80,880 0.39
DCA Investment Holdings, LLC (4)(7)(10) SOFR + 6.25% 7.00% 4/3/2028 41,324 40,816 40,923 0.20
DCA Investment Holdings, LLC (4)(7)(11) SOFR + 6.00% 7.00% 4/3/2028 4,389 4,332 4,328 0.02
Electron Bidco, Inc. (9) L + 3.00% 4.67% 11/1/2028 22,943 22,839 21,548 0.10
Epoch Acquisition, Inc. (4)(11) L + 6.00% 7.67% 10/4/2024 29,269 29,269 29,269 0.14
Global Medical Response, Inc. (11) L + 4.25% 5.25% 10/2/2025 34,466 34,542 32,150 0.15
Gordian Medical, Inc. (10) L + 6.25% 8.50% 3/29/2027 52,053 50,613 45,286 0.22
Heartland Dental, LLC (8) L + 4.00% 5.64% 4/30/2025 47,856 47,645 44,913 0.21
ICS US Holdings, Inc. (4)(6)(9) L + 5.25% 5.75% 6/8/2028 35,000 33,311 34,475 0.16
Jayhawk Buyer, LLC (4)(7)(11) L + 5.00% 7.25% 10/15/2026 176,874 174,064 174,513 0.83
Jayhawk Buyer, LLC (4)(11) L + 5.00% 6.01% 10/15/2026 39,689 38,997 39,292 0.19
Legacy LifePoint Health, LLC (8) 4.38% 4.38% 2/15/2027 3,000 2,730 2,574 0.01
LifePoint Health, Inc. (8) L + 3.75% 5.42% 11/16/2025 47,379 47,021 44,340 0.21
Medical Knowledge Group, LLC (4)(7)(10) L + 5.75% 6.55% 2/1/2029 164,529 160,791 161,238 0.77
Midwest Physician Administrative Services, LLC (10) L + 3.25% 5.50% 3/5/2028 19,280 19,203 17,737 0.08
National Mentor Holdings, Inc. (10) L + 3.75% 6.01% 2/18/2028 11,814 11,801 10,300 0.05
Navigator Acquiror, Inc. (4)(7)(9) L + 5.75% 6.79% 7/16/2027 393,910 390,781 393,910 1.88
NMSC Holdings, Inc. (10) SOFR + 5.25% 6.15% 2/23/2029 10,249 10,149 9,510 0.05
Odyssey Holding Company, LLC (4)(11) L + 5.75% 6.75% 11/16/2025 63,649 63,278 63,331 0.30
Onex TSG Intermediate Corp. (6)(10) L + 4.75% 6.42% 2/28/2028 23,140 22,973 21,636 0.10
Pathway Vet Alliance, LLC (8) L + 3.75% 6.00% 3/31/2027 30,879 30,650 28,756 0.14
Pediatric Associates Holding Co., LLC (7)(9) L + 3.25% 5.08% 12/29/2028 9,722 9,547 9,071 0.04
PetVet Care Centers, LLC (10) L + 3.50% 5.17% 2/14/2025 54,685 54,651 51,722 0.25
15
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2)(14) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Health Care Providers & Services (continued)
Phoenix Guarantor, Inc. (6)(8) L + 3.50% 5.14% 3/5/2026 27,019 26,882 25,400 0.12
Plasma Buyer, LLC (4)(7)(10) SOFR + 5.75% 6.50% 5/12/2029 91,722 89,373 89,361 0.43
PSKW Intermediate, LLC (4)(11) L + 6.25% 7.92% 3/9/2026 21,994 21,994 21,994 0.10
Radnet, Inc. (6)(10) P + 3.00% 4.62% 4/22/2028 4,887 4,867 4,657 0.02
Reverb Buyer, Inc. (7)(9) L + 3.50% 6.38% 11/1/2028 42,512 42,189 39,487 0.19
Smile Doctors, LLC (4)(7)(10) L + 5.75% 7.71% 12/1/2028 484,920 473,564 472,989 2.26
Snoopy Bidco, Inc. (4)(7)(10) L + 6.00% 7.60% 6/1/2028 560,342 547,357 556,121 2.65
SpecialtyCare, Inc. (4)(5)(7)(11) L + 5.75% 6.75% 6/18/2028 68,930 66,969 67,703 0.32
Stepping Stones Healthcare Services, LLC (4)(7)(10) L + 5.75% 6.76% 1/2/2029 132,231 128,950 128,683 0.61
Surgery Centers Holdings, Inc. (6)(10) L + 3.75% 4.95% 8/31/2026 66,536 65,845 62,190 0.30
The Fertility Partners, Inc. (4)(5)(6)(10) L + 5.75% 7.42% 3/16/2028 39,000 38,258 38,220 0.18
The Fertility Partners, Inc. (4)(5)(6)(7)(10) C + 5.75% 7.92% 3/16/2029 C$ 122,590 90,161 88,724 0.42
The Fertility Partners, Inc. (4)(5)(6)(7)(10) L + 5.75% 6.95% 3/16/2029 24,132 23,899 23,891 0.11
The GI Alliance Management, LLC (4)(11) L + 6.25% 7.43% 11/4/2024 76,696 75,470 76,696 0.37
The GI Alliance Management, LLC (4)(7)(11) L + 6.25% 7.80% 8/5/2028 217,785 216,801 217,624 1.04
TTF Holdings, LLC (4)(10) L + 4.25% 5.94% 3/24/2028 5,944 5,907 5,721 0.03
U.S. Anesthesia Partners, Inc. (9) L + 4.25% 5.31% 9/22/2028 38,823 38,706 36,319 0.17
Unified Physician Management, LLC (4)(7)(9) SOFR + 5.50% 7.03% 6/18/2029 844,174 844,174 844,174 4.03
US Acute Care Solutions (5)(6)(8) 6.38% 6.38% 3/1/2026 2,885 2,924 2,588 0.01
US Oral Surgery Management Holdco, LLC (4)(7)(10) L + 5.50% 6.96% 11/18/2027 131,930 128,887 130,582 0.62
Veonet GmbH (4)(6)(8) S + 5.75% 5.75% 3/14/2029 £ 170,000 218,377 194,121 0.93
WHCG Purchaser III, Inc. (4)(5)(7)(10) L + 5.75% 8.00% 6/22/2028 104,620 102,469 103,254 0.49
WP CityMD Bidco, LLC (9) L + 3.25% 5.50% 11/18/2028 27,935 27,740 26,381 0.13
5,692,510 5,635,051 26.87
Health Care Technology
athenahealth, Inc. (7)(9) SOFR + 3.50% 5.01% 2/15/2029 39,048 38,512 35,566 0.17
Caerus US 1, Inc. (4)(6)(7)(10) SOFR + 5.50% 7.25% 5/25/2029 392,476 383,344 382,620 1.82
Edifecs, Inc. (4)(10) L + 5.50% 7.75% 9/21/2026 122,882 120,741 121,039 0.58
Edifecs, Inc. (4)(11) L + 7.50% 9.75% 9/21/2026 29,510 29,397 30,395 0.14
Ensemble RCM, LLC (4)(9) L + 5.00% 6.24% 8/3/2026 90,000 88,288 88,200 0.42
GI Ranger Intermediate, LLC (4)(7)(10) SOFR + 6.00% 7.55% 10/29/2028 136,121 133,312 134,303 0.64
Imprivata, Inc. (9) SOFR + 4.25% 5.43% 12/1/2027 6,960 6,880 6,736 0.03
Netsmart Technologies, Inc. (10) L + 4.00% 5.67% 10/1/2027 24,747 24,842 23,634 0.11
NMC Crimson Holdings, Inc. (4)(7)(10) L + 6.00% 6.97% 3/1/2028 71,173 69,064 69,991 0.33
16
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2)(14) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Health Care Technology (continued)
Project Ruby Ultimate Parent Corp. (10) L + 3.25% 4.92% 3/3/2028 8,504 8,468 7,997 0.04
RPBLS Midco, LLC (4)(7)(10) SOFR + 5.75% 6.50% 4/1/2028 132,500 129,624 129,499 0.62
Verscend Holding Corp. (8) L + 4.00% 5.67% 8/27/2025 34,751 34,804 33,361 0.16
Waystar Technologies, Inc. (8) L + 4.00% 5.67% 10/22/2026 30,067 30,140 28,602 0.14
1,097,415 1,091,944 5.21
Hotels, Restaurants & Leisure
Alterra Mountain Company (9) L + 3.50% 5.17% 8/17/2028 27,362 27,385 26,097 0.12
CEC Entertainment, Inc. (5)(8) 6.75% 6.75% 5/1/2026 79,800 79,782 70,392 0.34
Century Casinos, Inc. (6)(10) SOFR + 6.00% 7.15% 4/2/2029 43,950 43,096 42,522 0.20
Fertitta Entertainment, LLC (9) SOFR + 4.00% 5.53% 1/27/2029 38,070 37,812 35,215 0.17
Flynn Restaurant Group LP (9) L + 4.25% 5.92% 12/1/2028 18,669 18,522 17,460 0.08
Golden Nugget, Inc. (8) 4.63% 4.63% 1/15/2029 2,000 1,767 1,711 0.01
GVC Holdings Gibraltar, Ltd. (6)(9) L + 2.25% 3.74% 3/16/2027 4,987 4,877 4,802 0.02
IRB Holding Corp. (10) SOFR + 3.00% 4.24% 12/15/2027 49,501 49,451 46,593 0.22
IRB Holding Corp. (11) SOFR + 2.75% 4.42% 2/5/2025 11,595 11,590 11,023 0.05
Mic Glen, LLC (9) L + 3.50% 5.17% 7/21/2028 31,204 31,050 29,123 0.14
Penn National Gaming, Inc. (6)(9) SOFR +2.75% 4.38% 5/3/2029 6,761 6,728 6,503 0.03
Scientific Games Holdings LP (9) SOFR + 3.50% 4.18% 4/4/2029 26,700 26,407 24,910 0.12
Tacala Investment Corp. (10) L + 3.50% 5.17% 2/5/2027 53,242 53,222 49,944 0.24
Twin River Worldwide Holdings, Inc. (6)(9) L + 3.25% 4.37% 10/2/2028 32,747 32,278 30,501 0.15
Whatabrands, LLC (9) L + 3.25% 4.92% 8/3/2028 14,925 14,850 14,032 0.07
438,817 410,827 1.96
Household Durables
AI Aqua Merger Sub, Inc. (6)(7)(9) SOFR + 4.00% 4.50% 7/31/2028 63,149 62,269 56,962 0.27
Fluidra SA (6)(9) SOFR + 2.00% 3.63% 1/29/2029 1,467 1,464 1,428 0.01
Hunter Douglas, Inc. (6)(9) SOFR + 3.50% 4.84% 2/26/2029 16,147 16,059 13,959 0.07
Instant Brands Holdings, Inc. (10) L + 5.00% 7.08% 4/12/2028 78,233 77,263 62,717 0.30
157,054 135,066 0.64
Independent Power and Renewable Electricity Producers
Calpine Corp (8) 3.75% 3.75% 3/1/2031 4,000 3,346 3,262 0.02
Industrial Conglomerates
Bettcher Industries, Inc. (9) SOFR + 4.00% 5.53% 12/13/2028 11,288 11,183 10,723 0.05
CEP V Investment 11 Sarl (4)(6)(7)(8) S + 5.75% 5.75% 2/11/2028 Fr. 97,449 97,689 104,066 0.50
Engineered Machinery Holdings, Inc. (10) L + 3.75% 6.00% 5/19/2028 32,375 32,358 30,493 0.15
17
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2)(14) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Industrial Conglomerates (continued)
Excelitas Technologies Corp. (4)(11) L + 3.50% 5.75% 12/2/2024 22,670 22,691 21,763 0.10
FCG Acquisitions, Inc. (9) L + 3.75% 6.00% 3/16/2028 45,890 45,723 43,307 0.21
SPX Flow, Inc. (9) SOFR + 4.50% 6.13% 4/5/2029 54,658 52,337 51,078 0.24
Vertical US Newco, Inc. (6)(9) L + 3.50% 4.02% 7/30/2027 45,535 45,409 42,774 0.20
Victory Buyer, LLC (9) L + 3.75% 5.81% 11/19/2028 22,978 22,880 21,313 0.10
330,268 325,518 1.55
Insurance
Acrisure, LLC (8) L + 3.50% 5.17% 2/15/2027 6,962 6,754 6,412 0.03
Acrisure, LLC (9) L + 3.75% 5.42% 2/15/2027 22,076 21,835 20,724 0.10
Acrisure, LLC (9) L + 4.25% 5.92% 2/15/2027 19,750 19,702 18,697 0.09
Alera Group, Inc. (4)(7)(10) L + 5.50% 7.17% 9/30/2028 81,425 80,558 80,515 0.38
Alliant Holdings Intermediate, LLC (8) L + 3.25% 4.92% 5/9/2025 27,943 27,575 26,400 0.13
Alliant Holdings Intermediate, LLC (9) L + 3.50% 5.01% 11/6/2027 37,006 36,983 34,536 0.16
AssuredPartners, Inc. (9) SOFR + 3.50% 5.03% 2/12/2027 66,364 65,780 62,286 0.30
Baldwin Risk Partners, LLC (6)(9) L + 3.50% 4.69% 10/14/2027 33,806 33,671 32,242 0.15
Benefytt Technologies, Inc. (4)(7)(10) L + 6.00% 8.00% 8/12/2027 94,028 92,156 77,371 0.37
BroadStreet Partners, Inc. (8) L + 3.00% 4.67% 1/27/2027 21,833 21,695 20,592 0.10
CFC Underwriting, Ltd.(4)(6)(8) SOFR + 5.50% 5.80% 11/30/2028 138,161 134,374 134,503 0.64
Foundation Risk Partners Corp. (4)(7)(10) L + 5.50% 7.75% 10/29/2028 117,274 115,343 115,235 0.55
Galway Borrower, LLC (4)(5)(7)(10) L + 5.25% 6.26% 9/24/2028 245,417 240,918 239,895 1.14
High Street Buyer, Inc. (4)(5)(7)(10) L + 6.00% 7.67% 4/14/2028 105,710 103,125 103,999 0.50
Howden Group Holdings Limited (6)(10) L + 3.25% 4.94% 11/12/2027 46,925 46,733 44,416 0.21
HUB International Limited (10) L + 3.25% 4.35% 4/25/2025 43,375 43,353 41,253 0.20
HUB International Limited (8) L + 3.00% 4.21% 4/25/2025 19,897 19,569 18,890 0.09
Integrity Marketing Acquisition, LLC (4)(5)(10) L + 5.50% 7.58% 8/27/2025 43,969 43,462 43,364 0.21
Integrity Marketing Acquisition, LLC (4)(5)(7)(11) L + 5.75% 7.83% 8/27/2025 106,319 104,048 104,601 0.50
Jones Deslauriers Insurance Management, Inc. (5)(6)(10) C + 4.25% 6.45% 3/28/2028 C$ 96,914 76,178 70,369 0.34
NFP Corp. (8) L + 3.25% 4.92% 2/15/2027 41,543 41,071 38,511 0.18
PGIS Intermediate Holdings, LLC (4)(5)(7)(10) L + 5.50% 7.50% 10/14/2028 75,914 74,391 74,269 0.35
RSC Acquisition, Inc. (4)(5)(6)(7)(10) L + 5.50% 7.70% 10/30/2026 36,126 34,955 34,378 0.16
SG Acquisition, Inc. (4)(9) L + 5.00% 7.25% 1/27/2027 142,772 142,283 142,772 0.68
Tennessee Bidco Limited (4)(5)(6)(7)(8) S + 7.00% 8.47% 8/3/2028 £ 97,320 123,732 114,461 0.55
Tennessee Bidco Limited (4)(5)(6)(8) L + 7.00% 7.53% 8/3/2028 197,072 192,282 198,058 0.94
1,942,525 1,898,748 9.05
18
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2)(14) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Interactive Media & Services
Ancestry.com Operations, Inc (9) L + 3.25% 4.92% 12/6/2027 9,279 9,224 8,490 0.04
Bungie, Inc. (4)(11) L + 6.25% 7.82% 8/28/2024 2,500 2,500 2,525 0.01
Cengage Learning, Inc. (11) L + 4.75% 5.75% 7/14/2026 18,858 18,699 17,066 0.08
MH Sub I, LLC (11) L + 3.75% 5.42% 9/13/2024 72,857 72,611 68,798 0.33
Project Boost Purchaser, LLC (8) L + 3.50% 5.17% 6/1/2026 8,446 8,436 7,873 0.04
Project Boost Purchaser, LLC (9) L + 3.50% 5.17% 5/2/2029 25,388 25,192 23,643 0.11
Red Planet Borrower, LLC (9) L + 3.75% 5.42% 10/2/2028 41,377 41,045 36,645 0.17
SurveyMonkey, Inc. (4)(6)(8) L + 3.75% 5.42% 10/10/2025 5,992 5,988 5,812 0.03
UFC Holdings, LLC (10) L + 2.75% 3.50% 4/29/2026 9,973 9,717 9,320 0.04
Warner Music Group Corp (6)(8) 3.00% 3.00% 2/15/2031 3,000 2,513 2,332 0.01
William Morris Endeavor Entertainment, LLC (8) L + 2.75% 4.42% 5/18/2025 5,997 5,792 5,664 0.03
201,716 188,167 0.90
Internet & Direct Marketing Retail
Donuts, Inc. (4)(11) SOFR + 6.00% 7.45% 12/29/2026 237,304 235,569 237,304 1.13
Donuts, Inc. (4)(7)(11) SOFR + 6.00% 7.45% 12/29/2027 277,606 277,606 277,606 1.32
Hoya Midco, LLC (6)(9) SOFR + 3.25% 3.69% 2/3/2029 9,975 9,926 9,701 0.05
Prodege International Holdings, LLC (4)(7)(10) L + 5.75% 7.58% 12/15/2027 545,007 534,865 533,497 2.54
Shutterfly, LLC (10) SOFR + 5.00% 7.25% 9/25/2026 158,295 156,871 128,694 0.61
Wireless Vision, LLC (4)(11) L + 5.50% 7.75% 12/30/2025 20,896 20,896 20,896 0.10
1,235,732 1,207,698 5.76
IT Services
Ahead DB Holdings, LLC (5)(10) L + 3.75% 6.01% 10/18/2027 2,583 2,595 2,437 0.01
AI Altius Bidco, Inc. (4)(5)(7)(10) L + 5.50% 8.28% 12/13/2028 144,577 141,583 141,338 0.67
AI Altius Bidco, Inc. (4)(5)(8) 9.75% PIK 9.75% 12/21/2029 22,256 21,668 21,588 0.10
BCP V Everise Acquisition, LLC (4)(10) SOFR + 6.50% 7.25% 5/3/2027 75,000 73,183 73,125 0.35
ConvergeOne Holdings, Inc. (8) L + 5.00% 6.67% 1/4/2026 31,601 30,895 27,177 0.13
Dcert Buyer, Inc. (8) L + 4.00% 5.67% 10/16/2026 33,088 33,132 31,717 0.15
Endurance International Group Holdings, Inc. (10) L + 3.50% 4.62% 2/10/2028 48,939 48,479 44,127 0.21
Ensono Holdings, LLC (10) L + 4.00% 5.67% 5/19/2028 45,827 45,693 42,626 0.20
Infostretch Corporation (4)(7)(10) SOFR + 5.75% 6.55% 4/1/2028 183,000 179,492 178,938 0.85
Inovalon Holdings, Inc. (4)(7)(10) L + 6.25% 7.22% 11/24/2028 946,958 924,525 936,244 4.46
Park Place Technologies, LLC (11) L + 5.00% 6.63% 11/10/2027 42,148 41,336 40,638 0.19
Rackspace Technology Global (10) L + 2.75% 3.50% 2/15/2028 5,000 4,787 4,572 0.02
Razor Holdco, LLC (4)(10) L + 5.75% 6.81% 10/25/2027 190,244 186,872 186,439 0.89
Red River Technology, LLC (4)(7)(11) L + 6.00% 7.67% 5/26/2027 150,066 147,920 141,812 0.68
19
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2)(14) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
IT Services (continued)
Sabre GLBL, Inc. (6)(9) L + 3.50% 5.17% 12/17/2027 48,513 48,041 45,537 0.22
TierPoint, LLC (10) L + 3.75% 5.42% 5/6/2026 19,663 19,568 18,434 0.09
Turing Holdco, Inc. (4)(5)(6)(7)(8) E + 6.00% 6.00% 8/3/2028 € 22,569 25,793 24,720 0.12
Turing Holdco, Inc. (4)(5)(6)(8) L + 6.00% 7.04% 8/3/2028 12,655 12,316 12,466 0.06
Virtusa Corp. (10) L + 3.75% 5.42% 2/11/2028 46,317 46,096 43,922 0.21
2,033,974 2,017,857 9.62
Leisure Products
Lew's Intermediate Holdings, LLC (4)(10) SOFR + 5.00% 6.40% 1/26/2028 31,045 30,823 29,337 0.14
Lucky Bucks, LLC (10) L + 5.50% 6.25% 7/21/2027 56,537 55,565 52,014 0.25
Motion Finco, LLC (6)(8) L + 3.25% 5.50% 11/12/2026 22,384 21,676 20,742 0.10
Recess Holdings, Inc. (11) L + 3.75% 4.99% 9/30/2024 19,325 19,306 18,624 0.09
127,370 120,718 0.58
Life Sciences Tools & Services
Cambrex Corp. (10) SOFR + 3.50% 4.53% 12/4/2026 26,691 26,646 25,390 0.12
Curia Global, Inc. (10) L + 3.75% 4.99% 8/30/2026 45,156 45,158 42,748 0.20
LSCS Holdings, Inc. (9) L + 4.50% 6.73% 12/16/2028 18,163 18,075 17,346 0.08
Maravai Intermediate Holdings, LLC (4)(6)(9) SOFR + 3.00% 3.85% 10/19/2027 1,973 1,993 1,880 0.01
Packaging Coordinators Midco, Inc. (10) L + 3.75% 6.00% 11/30/2027 13,675 13,643 12,965 0.06
105,516 100,328 0.48
Machinery
Apex Tool Group, LLC (9) L + 5.25% 6.53% 2/8/2029 14,831 14,765 13,106 0.06
ASP Blade Holdings, Inc. (9) L + 4.00% 5.67% 10/13/2028 4,976 4,954 4,396 0.02
MHE Intermediate Holdings, LLC (4)(5)(7)(11) L + 5.75% 7.04% 7/21/2027 10,768 10,564 10,532 0.05
Phoenix Services Merger Sub, LLC (11) L + 3.75% 5.42% 3/1/2025 5,907 5,890 4,490 0.02
Pro Mach Group, Inc. (7)(11) L + 4.00% 5.67% 8/31/2028 26,315 26,242 24,827 0.12
Titan Acquisition Ltd. (6)(8) L + 3.00% 5.88% 3/28/2025 23,184 22,599 21,334 0.10
85,014 78,685 0.38
Marine
Armada Parent, Inc. (4)(7)(10) L + 5.75% 6.99% 10/29/2027 224,338 219,673 219,086 1.04
Media
Altice Financing S.A. (5)(6)(8) 5.75% 5.75% 8/15/2029 3,994 3,537 3,217 0.02
Clear Channel Outdoor Holdings, Inc. (6)(8) L + 3.50% 4.74% 8/21/2026 33,867 33,005 29,270 0.14
Digital Media Solutions, LLC (6)(10) L + 5.00% 7.25% 5/24/2026 29,668 29,087 27,146 0.13
iHeartCommunications, Inc. (6)(8) 4.75% 4.75% 1/15/2028 2,000 1,737 1,651 0.01
McGraw-Hill Education, Inc. (9) L + 4.75% 5.55% 7/28/2028 28,646 28,391 26,020 0.12
20
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2)(14) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Media (continued)
Radiate Holdco, LLC (10) L + 3.25% 4.92% 9/25/2026 50,714 50,576 47,282 0.23
Radiate Holdco, LLC (8) 4.50% 4.50% 9/15/2026 3,000 2,726 2,591 0.01
Terrier Media Buyer, Inc. (8) L + 3.50% 5.17% 12/17/2026 4,676 4,677 4,322 0.02
Univision Communications, Inc. (10) L + 3.25% 4.92% 3/15/2026 36,535 36,282 34,586 0.16
Univision Communications, Inc. (11) L + 2.75% 4.42% 3/15/2024 1,213 1,218 1,196 0.01
Univision Communications, Inc. (8) 4.50% 4.50% 5/1/2029 3,000 2,661 2,520 0.01
Univision Communications, Inc. (9) SOFR + 4.25% 4.75% 6/8/2029 1,364 1,323 1,303 0.01
Virgin Media (6)(8) 4.25% 4.25% 1/31/2031 2,000 1,658 1,613 0.01
VZ Secured Financing BV (6)(8) 5.00% 5.00% 1/15/2032 1,650 1,399 1,373 0.01
198,277 184,090 0.88
Metals & Mining
American Rock Salt Company, LLC (10) L + 4.00% 5.67% 6/4/2028 30,709 30,689 27,869 0.13
SCIH Salt Holdings, Inc. (10) L + 4.00% 4.75% 3/16/2027 45,392 45,114 40,682 0.19
75,802 68,551 0.33
Oil, Gas & Consumable Fuels
CQP Holdco, LP (9) L + 3.75% 6.00% 6/5/2028 33,332 33,308 31,415 0.15
Eagle Midstream Canada Finance, Inc. (4)(6)(13) L + 6.25% 7.82% 11/26/2024 36,013 35,664 36,013 0.17
Freeport LNG Investments, LLLP (9) L + 3.50% 4.56% 12/21/2028 55,901 55,697 48,633 0.23
Lucid Energy Group II Borrower, LLC (10) L + 4.25% 5.87% 11/24/2028 12,414 12,295 12,288 0.06
136,964 128,350 0.61
Paper & Forest Products
Profile Products, LLC (4)(7)(10) L + 5.50% 6.91% 11/12/2027 119,431 116,836 116,530 0.56
Personal Products
Sunshine Cadence Holdco, LLC (10) L + 3.75% 6.00% 3/23/2027 39,797 36,728 36,216 0.17
Pharmaceuticals
ANI Pharmaceuticals, Inc. (6)(10) L + 6.00% 7.67% 4/27/2028 38,486 37,812 36,995 0.18
Jazz Pharmaceuticals, Inc. (6)(9) L + 3.50% 5.17% 4/21/2028 6,955 6,932 6,653 0.03
Padagis, LLC (6)(9) L + 4.75% 5.72% 7/6/2028 29,371 29,328 27,095 0.13
Rhea Parent, Inc. (4)(5)(10) SOFR + 5.75% 6.50% 2/18/2029 206,500 202,585 202,370 0.97
Sharp Midco, LLC (4)(9) L + 4.00% 6.25% 12/14/2028 5,309 5,297 4,991 0.02
281,953 278,103 1.33
Professional Services
ALKU, LLC (4)(10) L + 5.25% 7.45% 3/1/2028 163,412 162,073 163,003 0.78
ALKU, LLC (4)(10) SOFR + 5.00% 5.75% 3/1/2028 79,003 78,168 78,213 0.37
APFS Staffing Holdings, Inc. (9) SOFR + 4.00% 5.53% 12/29/2028 7,285 7,267 7,012 0.03
Aqgen Island Holdings, Inc. (9) L + 3.50% 5.81% 8/2/2028 68,733 68,388 64,265 0.31
21
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2)(14) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Professional Services (continued)
Armor Holdco, Inc. (6)(9) L + 4.50% 6.75% 12/11/2028 3,618 3,585 3,446 0.02
BMC Acquisition, Inc. (11) L + 5.25% 7.08% 12/28/2024 4,717 4,706 4,493 0.02
BPPH2 Limited (4)(5)(6)(8) S + 6.87% 7.81% 3/2/2028 £ 40,700 55,087 49,803 0.24
Camelot US Acquisition, LLC (6)(11) L + 3.00% 4.67% 10/30/2026 37,305 37,033 35,269 0.17
Cast & Crew Payroll, LLC (8) L + 3.50% 5.17% 2/9/2026 19,436 19,450 18,506 0.09
Cast & Crew Payroll, LLC (9) SOFR + 3.75% 5.28% 12/29/2028 13,982 13,945 13,317 0.06
CFGI Holdings, LLC (4)(7)(10) P + 5.25% 6.67% 11/1/2027 145,199 142,057 143,846 0.69
Chronicle Bidco, Inc. (4)(7)(10) L + 6.00% 7.44% 11/14/2025 2,958 2,460 1,957 0.01
Claims Automation Intermediate 2, LLC (4)(7)(10) L + 4.75% 5.63% 12/16/2027 45,833 44,375 44,231 0.21
Clearview Buyer, Inc. (4)(5)(7)(10) L + 5.25% 6.26% 8/26/2027 151,250 148,224 147,733 0.70
CoreLogic, Inc. (9) L + 3.50% 5.19% 6/2/2028 41,346 41,059 34,648 0.17
Deerfield Dakota Holding, LLC (11) SOFR + 3.75% 5.28% 4/9/2027 101,924 101,399 95,714 0.46
Eliassen Group, LLC (4)(7)(10) SOFR + 5.75% 7.80% 4/14/2028 63,981 63,325 62,804 0.30
Emerald US, Inc. (6)(8) L + 3.50% 5.17% 7/12/2028 3,919 3,915 3,756 0.02
Galaxy US Opco, Inc. (6)(9) SOFR + 4.75% 6.28% 4/29/2029 12,326 12,024 11,601 0.06
Guidehouse, Inc. (4)(5)(10) L + 5.50% 7.17% 10/16/2028 1,199,794 1,189,011 1,187,796 5.66
HIG Orca Acquisition Holdings, Inc. (4)(5)(7)(11) L + 6.00% 7.10% 8/17/2027 101,292 99,519 100,583 0.48
IG Investments Holdings, LLC (4)(5)(7)(10) L + 6.00% 8.25% 9/22/2028 600,062 588,959 596,899 2.85
Inmar, Inc. (11) L + 4.00% 5.67% 5/1/2024 44,327 44,068 41,806 0.20
Kaufman Hall & Associates, LLC (4)(7)(10) L + 5.25% 6.92% 12/14/2028 78,000 76,378 76,632 0.37
Kwor Acquisition, Inc. (4)(7)(10) L + 5.25% 6.26% 12/22/2028 95,351 93,817 94,178 0.45
Legacy Intermediate, LLC (4)(5)(7)(10) SOFR + 5.75% 7.24% 2/25/2028 93,600 91,334 91,196 0.43
Material Holdings, LLC (4)(5)(7)(10) L + 5.75% 8.00% 8/19/2027 248,699 244,268 243,521 1.16
Minotaur Acquisition, Inc. (8) SOFR + 4.75% 6.38% 3/27/2026 301,240 292,529 285,927 1.36
National Intergovernmental Purchasing Alliance Co. (8) L + 3.50% 5.75% 5/23/2025 19,938 19,864 19,016 0.09
Polyconcept Investments B.V. (10) SOFR + 5.50% 6.25% 5/18/2029 45,000 44,111 42,610 0.20
Sherlock Buyer Corp. (4)(7)(10) L + 5.75% 6.74% 12/8/2028 34,465 33,648 33,575 0.16
The Dun & Bradstreet Corporation (8) L + 3.25% 4.87% 2/6/2026 6,795 6,623 6,430 0.03
Thevelia US, LLC (5)(6)(9) L + 4.00% 4.50% 2/9/2029 34,639 34,293 32,388 0.15
Trans Union, LLC (8) L + 1.75% 3.42% 11/16/2026 1,795 1,722 1,699 0.01
Trans Union, LLC (9) L + 2.25% 3.92% 12/1/2028 7,030 7,014 6,720 0.03
Trinity Air Consultants Holdings Corp. (4)(7)(10) L + 5.25% 7.08% 6/29/2027 162,320 159,237 160,368 0.76
Trinity Partners Holdings, LLC (4)(7)(10) L + 5.75% 8.00% 12/21/2028 367,021 359,224 358,591 1.71
Victors CCC Buyer, LLC (4)(6)(7)(10) SOFR + 5.75% 7.75% 6/1/2029 150,651 146,860 146,816 0.70
22
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2)(14) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Professional Services (continued)
VT Topco, Inc. (7)(10) L + 3.75% 5.97% 8/1/2025 977 976 920 0.00
VT Topco, Inc. (10) L + 3.75% 5.42% 8/1/2025 26,593 26,502 25,895 0.12
West Monroe Partners, LLC (4)(7)(10) L + 5.50% 6.75% 11/8/2028 747,734 733,072 732,779 3.49
5,301,568 5,269,960 25.13
Real Estate Management & Development
Cumming Group, Inc. (4)(7)(11) L + 5.75% 6.76% 5/26/2027 160,991 158,191 158,905 0.76
McCarthy & Stone PLC (4)(5)(6)(8) 7.00% 7.00% 12/16/2025 £ 20,000 28,018 23,056 0.11
Progress Residential PM Holdings, LLC (4)(7)(10) L + 6.25% 7.31% 2/16/2028 70,324 68,883 70,324 0.34
255,092 252,285 1.20
Road & Rail
Gruden Acquisition, Inc. (4)(5)(7)(11) L + 5.25% 6.26% 7/1/2028 82,671 80,705 81,453 0.39
Software
2U, Inc. (6)(10) L + 5.75% 8.00% 11/30/2024 75,784 74,916 73,069 0.35
Anaplan, Inc. (4)(6)(7)(10) SOFR + 6.50% 8.01% 6/21/2029 596,043 583,109 583,058 2.78
Apex Group Treasury, LLC (6)(9) L + 3.75% 6.00% 7/27/2028 28,292 28,286 26,877 0.13
Apttus Corp. (10) L + 4.25% 5.62% 4/27/2028 15,394 15,369 14,470 0.07
Armstrong Bidco Limited (4)(6)(7)(8) S + 5.75% 5.75% 6/28/2029 £ 314,735 373,882 373,847 1.78
AxiomSL Group, Inc. (4)(7)(11) L + 6.00% 7.67% 12/3/2027 78,616 77,135 76,929 0.37
Barracuda Networks, Inc. (9) L + 4.50% 5.00% 5/17/2029 100,000 97,000 96,125 0.46
Boxer Parent Company, Inc. (8) L + 3.75% 5.42% 10/2/2025 64,086 63,872 59,867 0.29
Brave Parent Holdings, Inc. (8) L + 4.00% 5.67% 4/18/2025 10,829 10,861 10,439 0.05
Byjus Alpha, Inc. (6)(10) L + 5.50% 7.01% 11/5/2026 93,701 91,139 80,114 0.38
CDK Global, Inc. (9) L + 4.75% 5.25% 6/8/2029 16,805 16,301 15,931 0.08
Cloudera, Inc. (9) L + 3.75% 5.42% 8/9/2028 60,988 59,955 56,312 0.27
Community Brands ParentCo, LLC (4)(5)(7)(10) SOFR + 5.75% 7.38% 2/24/2028 91,645 89,698 89,578 0.43
Confine Visual Bidco (4)(6)(7)(10) SOFR + 5.75% 7.19% 2/23/2029 252,786 244,666 244,369 1.17
Connatix Buyer, Inc. (4)(5)(7)(10) L + 5.50% 6.91% 7/14/2027 112,587 110,149 111,938 0.53
ConnectWise, LLC (9) L + 3.50% 5.75% 9/29/2028 32,338 32,215 29,696 0.14
Cornerstone OnDemand, Inc. (9) L + 3.75% 5.42% 10/16/2028 29,761 29,655 26,711 0.13
Delta Topco, Inc. (10) L + 3.75% 5.84% 12/1/2027 35,242 35,203 32,005 0.15
Diligent Corporation (4)(11) L + 5.75% 8.63% 8/4/2025 89,000 88,113 88,333 0.42
Discovery Education, Inc. (4)(7)(10) SOFR + 5.75% 7.90% 4/9/2029 473,333 463,165 462,816 2.21
DTI Holdco, Inc. (7)(10) SOFR + 4.75% 6.28% 4/26/2029 52,800 51,345 48,823 0.23
ECI Macola Max Holding, LLC (6)(10) L + 3.75% 6.00% 11/9/2027 29,859 29,916 28,236 0.13
EP Purchaser, LLC (9) L + 3.50% 5.75% 11/6/2028 19,781 19,700 18,875 0.09
23
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2)(14) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Software (continued)
Epicor Software Corp. (10) L + 3.25% 4.92% 7/30/2027 43,844 43,736 41,502 0.20
Episerver, Inc. (4)(5)(7)(11) L + 5.25% 7.50% 4/9/2026 18,000 17,745 17,728 0.08
Episerver, Inc. (4)(11) L + 5.25% 7.50% 4/9/2026 7,228 7,066 7,010 0.03
Experity, Inc. (4)(5)(7)(10) L + 5.75% 6.50% 2/24/2028 135,829 133,163 132,844 0.63
Flexera Software, LLC (10) L + 3.75% 5.37% 3/3/2028 28,177 28,103 26,775 0.13
GI Consilio Parent, LLC (9) L + 4.00% 5.67% 4/30/2028 47,712 46,766 43,126 0.21
Gigamon Inc. (4)(7)(10) SOFR + 5.75% 6.78% 3/11/2029 443,055 434,338 423,130 2.02
GovernmentJobs.com, Inc. (4)(7)(10) L + 5.50% 7.17% 12/1/2028 145,617 142,152 141,684 0.68
GraphPAD Software, LLC (4)(7)(11) L + 5.50% 7.17% 4/27/2027 35,668 35,185 35,183 0.17
Greeneden U.S. Holdings II, LLC (10) L + 4.00% 5.67% 12/1/2027 41,521 41,641 39,819 0.19
HS Purchaser, LLC (10) L + 4.00% 5.63% 11/19/2026 52,705 52,669 49,556 0.24
Hyland Software, Inc. (10) L + 3.50% 5.17% 7/1/2024 30,157 30,173 29,182 0.14
Idera, Inc. (10) L + 3.75% 4.82% 3/2/2028 58,165 58,015 53,821 0.26
Imperva, Inc. (11) L + 4.00% 5.40% 1/12/2026 19,247 19,322 17,380 0.08
ION Trading Finance Ltd. (6)(8) L + 4.75% 7.00% 4/3/2028 28,167 28,192 26,064 0.12
Ivanti Software, Inc. (10) L + 4.25% 5.85% 12/1/2027 43,427 43,117 37,494 0.18
Kaseya, Inc. (4)(7)(10) SOFR + 5.75% 8.29% 6/25/2029 733,231 716,996 717,147 3.42
LD Lower Holdings, Inc. (4)(7)(11) L + 6.50% 8.75% 2/8/2026 118,377 116,626 118,377 0.56
Lightbox Intermediate, LP (4)(8) L + 5.00% 7.25% 5/9/2026 38,000 37,069 37,050 0.18
MA FinanceCom, LLC (6)(11) L + 4.25% 5.92% 6/5/2025 4,513 4,562 4,141 0.02
Magnesium BorrowerCo, Inc. (4)(6)(10) S + 5.75% 6.94% 5/18/2029 103,411 126,369 123,151 0.59
Magnesium BorrowerCo, Inc. (4)(6)(7)(10) SOFR + 5.75% 7.36% 5/18/2029 £ 970,174 946,544 946,140 4.51
Mandolin Technology Intermediate Holdings, Inc. (4)(5)(7)(9) L + 3.75% 4.99% 7/6/2028 80,338 79,233 79,062 0.38
Medallia, Inc. (4)(10) L + 6.75% PIK 8.42% 10/29/2028 768,229 754,317 752,865 3.59
Mitnick Purchaser, Inc. (9) SOFR + 4.75% 5.82% 5/2/2029 16,333 16,253 15,558 0.07
Mitratech Holdings, Inc. (4)(5)(10) L + 3.75% 4.99% 5/18/2028 16,915 16,844 15,942 0.08
Monk Holding Co. (4)(7)(10) L + 5.75% 7.75% 12/1/2027 92,037 89,508 89,307 0.43
MRI Software, LLC (4)(5)(7)(11) L + 5.50% 7.75% 2/10/2026 20,948 20,842 20,033 0.10
Neogames Connect SARL (4)(6)(8) E + 6.25% 6.25% 5/30/2028 100,400 101,542 102,067 0.49
Nintex Topco Limited (4)(6)(10) L + 5.75% 6.50% 11/13/2028 € 686,605 674,091 666,007 3.18
NortonLifeLock, Inc. (6)(9) SOFR + 2.00% 2.50% 1/27/2029 31,714 31,556 30,152 0.14
Onex AP Merger Sub, LLC (4)(7)(10) SOFR + 5.75% 6.83% 4/4/2028 21,739 21,259 21,239 0.10
Paya Holdings III, LLC (4)(5)(6)(7)(10) L + 3.25% 4.92% 6/16/2028 9,429 9,281 8,811 0.04
Perforce Software, Inc. (8) L + 3.75% 5.42% 7/1/2026 38,644 38,424 35,736 0.17
24
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2)(14) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Software (continued)
Project Alpha Intermediate Holding, Inc. (8) L + 4.00% 5.67% 4/26/2024 48,534 48,599 46,821 0.22
Project Boost Purchaser, LLC (4)(7)(10) SOFR + 5.75% 6.90% 5/2/2029 44,412 43,879 43,866 0.21
Project Leopard Holdings, Inc. (11) L + 4.50% 6.17% 7/7/2024 25,657 25,701 25,544 0.12
Project Leopard Holdings, Inc. (9) L + 5.25% 5.75% 6/16/2028 150,000 141,336 138,750 0.66
Proofpoint, Inc. (5)(9) L + 3.25% 4.82% 8/31/2028 12,947 12,727 12,067 0.06
Quest Software US Holdings, Inc. (6)(9) SOFR + 4.25% 5.42% 2/1/2029 27,951 27,705 24,955 0.12
RealPage, Inc. (9) L + 3.00% 4.67% 4/24/2028 36,882 36,619 34,193 0.16
Relativity ODA, LLC (4)(7)(11) L + 8.15% PIK 9.15% 5/12/2027 45,717 44,767 44,958 0.21
Rocket Software, Inc. (9) L + 4.25% 5.92% 11/28/2025 59,568 59,317 55,520 0.26
S2P Acquisition Borrower, Inc. (6)(8) L + 3.75% 5.42% 8/14/2026 20,385 20,416 19,509 0.09
Sophia, LP (9) L + 3.25% 5.50% 10/7/2027 26,915 26,676 25,182 0.12
Sovos Compliance, LLC (7)(9) L + 4.50% 6.17% 7/29/2028 36,120 36,112 34,122 0.16
Spitfire Parent, Inc. (4)(5)(11) E + 5.50% 6.50% 3/11/2027 € 19,305 22,960 19,981 0.10
Spitfire Parent, Inc. (4)(7)(11) L + 5.50% 7.00% 3/11/2027 106,051 104,213 104,852 0.50
SS&C Technologies, Inc. (6)(9) SOFR + 2.25% 3.88% 3/22/2029 1,321 1,288 1,263 0.01
Stamps.com, Inc. (4)(10) L + 5.75% 6.87% 10/5/2028 858,560 843,171 849,975 4.05
Stamps.com, Inc. (4)(10) L + 5.75% 6.87% 10/5/2028 10,123 9,937 10,022 0.05
Surf Holdings, LLC (6)(8) SOFR + 3.50% 5.42% 3/5/2027 43,778 43,648 41,260 0.20
Sybil Software, LLC (6)(8) L + 1.75% 4.00% 3/22/2028 6,218 6,179 6,099 0.03
Symphony Technology Group (5)(6)(10) L + 4.75% 5.98% 7/27/2028 70,015 69,397 63,139 0.30
Symphony Technology Group (6)(9) L + 4.00% 5.15% 3/1/2029 33,936 33,637 30,995 0.15
Tegra118 Wealth Solutions, Inc. (8) L + 4.00% 5.46% 2/18/2027 3,945 3,962 3,752 0.02
The NPD Group L.P. (4)(7)(10) L + 6.00% 7.57% 11/9/2028 692,999 677,646 685,544 3.27
The Ultimate Software Group, Inc. (9) L + 3.25% 4.21% 5/4/2026 57,555 57,128 54,091 0.26
Triple Lift, Inc. (4)(7)(10) SOFR + 5.75% 6.58% 5/6/2028 121,748 119,502 120,354 0.57
Veritas US, Inc. (6)(11) L + 5.00% 7.25% 9/1/2025 20,503 20,577 16,932 0.08
Virgin Pulse, Inc. (10) L + 4.00% 5.67% 4/6/2028 42,234 41,885 36,268 0.17
Vision Solutions, Inc. (10) L + 4.00% 5.18% 3/4/2028 48,509 48,378 44,094 0.21
10,275,708 10,147,605 48.39
25
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2)(14) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Specialty Retail
CustomInk, LLC (4)(11) L + 6.18% 7.18% 5/3/2026 36,866 36,306 36,405 0.17
EG America, LLC (6)(9) L + 4.25% 6.50% 3/10/2026 22,922 22,751 21,776 0.10
EG Dutch Finco BV (6)(8) L + 4.00% 6.25% 2/7/2025 35,415 35,172 33,379 0.16
Petco Health & Wellness Co, Inc. (10) L + 3.25% 5.50% 2/24/2028 4,882 4,872 4,614 0.02
PetSmart, Inc. (5)(10) L + 3.75% 4.50% 2/11/2028 3,270 3,244 3,088 0.01
Runner Buyer, Inc. (10) L + 5.50% 7.07% 10/20/2028 77,800 76,310 60,879 0.29
178,655 160,140 0.76
Technology Hardware, Storage & Peripherals
Lytx, Inc. (4)(11) L + 6.75% 8.42% 2/28/2026 46,128 46,207 44,629 0.21
Textiles, Apparel & Luxury Goods
Mad Engine Global, LLC (11) L + 7.00% 9.88% 6/30/2027 26,494 25,930 24,904 0.12
S&S Holdings, LLC (9) L + 5.00% 6.74% 3/4/2028 6,462 6,340 6,079 0.03
32,270 30,984 0.15
Trading Companies & Distributors
Foundation Building Materials, Inc. (9) L + 3.25% 4.49% 2/3/2028 34,403 33,893 30,275 0.14
Icebox Holdco III, Inc. (7)(9) L + 3.75% 6.00% 12/22/2028 20,043 19,852 18,651 0.09
LBM Acquisition, LLC (10) L + 3.75% 5.42% 12/17/2027 55,677 55,329 45,908 0.22
Park River Holdings, Inc. (10) L + 3.25% 4.22% 12/28/2027 69,407 68,296 57,261 0.27
Porcelain Acquisition Corp. (4)(7)(11) L + 5.75% 8.00% 4/30/2027 83,374 80,896 82,377 0.39
Specialty Building Products Holdings, LLC (9) L + 3.75% 5.35% 10/15/2028 30,250 30,183 26,847 0.13
SRS Distribution, Inc. (8) 4.63% 4.63% 7/1/2028 500 450 438 0.00
SRS Distribution, Inc. (9) SOFR + 3.50% 4.02% 6/4/2028 67,006 66,664 62,002 0.30
The Cook & Boardman Group, LLC (11) SOFR + 5.75% 6.97% 10/17/2025 78,935 76,850 75,777 0.36
432,415 399,536 1.91
Transportation Infrastructure
AIT Worldwide Logistics Holdings, Inc. (10) L + 4.75% 5.72% 3/31/2028 51,695 50,986 47,086 0.22
Capstone Logistics, LLC (4)(11) L + 4.75% 6.42% 11/12/2027 22,345 22,412 22,178 0.11
Enstructure LLC (4)(7)(11) SOFR + 5.75% 7.35% 5/25/2029 79,972 77,744 77,961 0.37
First Student Bidco, Inc. (9) L + 3.00% 5.23% 7/21/2028 13,720 13,632 12,288 0.06
Frontline Road Safety, LLC (4)(7)(10) L + 5.75% 6.68% 5/3/2027 171,618 168,726 165,182 0.79
Helix TS, LLC (4)(7)(10) L + 5.75% 7.42% 8/4/2027 119,031 116,982 116,723 0.56
Italian Motorway Holdings S.à.r.l (4)(6)(8) E + 5.25% 5.25% 4/28/2029 € 236,429 242,297 237,258 1.13
Liquid Tech Solutions Holdings, LLC (4)(10) L + 4.75% 7.00% 3/19/2028 19,239 19,158 18,662 0.09
Roadsafe Holdings, Inc. (4)(7)(11) L + 5.75% 7.76% 10/19/2027 118,770 116,417 116,806 0.56
26
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2)(14) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Transportation Infrastructure (continued)
Safety Borrower Holdings LP (4)(5)(7)(11) L + 5.25% 7.50% 9/1/2027 38,404 38,016 37,953 0.18
Sam Holding Co, Inc. (4)(7)(11) L + 5.50% 6.63% 9/24/2027 165,268 161,856 162,882 0.78
TRP Infrastructure Services, LLC (4)(7)(11) L + 5.50% 7.17% 7/9/2027 73,329 71,991 69,714 0.33
1,100,217 1,084,693 5.17
Wireless Telecommunication Services
CCI Buyer, Inc. (10) SOFR + 4.00% 6.05% 12/17/2027 59,740 59,338 54,662 0.26
Total First Lien Debt $ 42,760,066 $ 42,028,355 200.41 %
Second Lien Debt
Aerospace & Defense
Atlas CC Acquisition Corp. (4)(5)(10) L + 7.63% 9.20% 5/25/2029 $ 44,520 $ 43,944 $ 43,630 0.21 %
Peraton Corp. (10) L + 7.75% 9.00% 2/26/2029 53,508 52,844 50,030 0.24
96,788 93,659 0.45
Air Freight & Logistics
The Kenan Advantage Group, Inc. (4)(10) L + 7.25% 8.92% 9/1/2027 33,015 32,438 30,209 0.14
Wwex Uni Topco Holdings, LLC (10) L + 7.00% 9.25% 7/26/2029 33,000 32,574 29,948 0.14
65,011 60,156 0.29
Capital Markets
The Edelman Financial Engines Center, LLC (8) L + 6.75% 8.42% 7/20/2026 14,000 13,891 12,898 0.06
Chemicals
Hexion Holdings Corp. (4)(9) SOFR + 7.44% 8.87% 3/2/2030 65,000 63,274 57,525 0.27
NIC Acquisition Corp. (10) L + 7.75% 10.00% 12/29/2028 31,500 31,111 28,114 0.13
Pearls Netherlands Bidco (4)(6)(9) SOFR + 7.25% 7.92% 2/25/2030 42,453 41,334 41,285 0.20
135,719 126,924 0.61
Commercial Services & Supplies
DG Investment Intermediate Holdings 2, Inc.(4)(10) L + 6.75% 8.42% 3/18/2029 29,464 29,340 28,580 0.14
USIC Holdings, Inc. (5)(10) L + 6.50% 8.17% 5/7/2029 8,594 8,541 8,186 0.04
37,880 36,766 0.18
Construction & Engineering
COP Home Services TopCo IV, Inc. (4)(5)(11) L + 8.75% 10.42% 12/31/2028 43,277 42,552 42,628 0.20
Thermostat Purchaser III, Inc. (4)(7)(10) L + 7.25% 8.82% 8/24/2029 32,725 32,248 32,192 0.15
74,799 74,820 0.36
Diversified Consumer Services
Pre-Paid Legal Services, Inc. (9) L + 7.00% 8.67% 12/7/2029 25,000 24,765 24,000 0.11
Health Care Equipment & Supplies
Confluent Medical Technologies, Inc. (4)(5)(9) SOFR + 6.50% 7.03% 2/16/2030 52,500 51,499 51,188 0.24
27
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2)(14) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
Second Lien Debt (continued)
Health Care Providers & Services
Canadian Hospital Specialties Ltd. (4)(5)(6)(8) 8.50% 8.50% 4/15/2029 C$ 15,800 12,445 11,956 0.06
CD&R Artemis UK Bidco Ltd. (4)(6)(7)(9) L + 7.25% 9.50% 8/19/2029 25,000 21,908 22,189 0.11
CD&R Artemis UK Bidco Ltd. (4)(6)(8) S + 7.25% 9.13% 8/19/2029 £ 65,340 87,302 77,442 0.37
Jayhawk Buyer, LLC (4)(11) L + 8.75% 9.99% 10/15/2027 29,372 28,885 29,151 0.14
150,541 140,739 0.67
Health Care Technology
Imprivata, Inc.(4)(9) SOFR + 6.25% 7.78% 12/1/2028 44,118 43,692 44,338 0.21
Hotels, Restaurants & Leisure
Mic Glen, LLC (9) L + 6.75% 8.42% 7/30/2029 19,000 18,945 18,193 0.09
Industrial Conglomerates
Victory Buyer, LLC (4)(9) L + 7.00% 9.06% 11/1/2029 62,524 61,933 61,273 0.29
Insurance
Jones Deslauriers Insurance Management, Inc. (5)(6)(9) C + 7.50% 9.31% 3/26/2029 C$ 32,694 25,468 23,797 0.11
IT Services
Dcert Buyer, Inc. (8) L + 7.00% 8.67% 2/16/2029 60,975 61,175 57,011 0.27
Inovalon Holdings, Inc. (4)(5)(10) L + 10.50% PIK 12.13% 11/24/2033 87,378 85,023 87,378 0.42
146,198 144,390 0.69
Life Sciences Tools & Services
Curia Global, Inc. (4)(10) L + 6.50% 7.25% 8/31/2029 83,824 82,321 81,518 0.39
LSCS Holdings, Inc. (4)(9) L + 8.00% 10.25% 11/30/2029 40,000 39,439 37,800 0.18
Phoenix Newco, Inc. (4)(6)(9) L + 6.50% 8.17% 11/15/2029 90,000 88,286 85,950 0.41
210,046 205,268 0.98
Media
Houghton Mifflin, LLC (4)(7)(9) SOFR + 8.50% 10.03% 4/8/2030 80,500 78,535 74,190 0.35
Pharmaceuticals
Sharp Midco, LLC (4)(5)(9) L + 7.25% 9.50% 12/31/2029 31,500 30,762 30,476 0.15
Professional Services
Aqgen Island Holdings, Inc. (5)(9) L + 6.50% 7.50% 8/2/2029 34,508 34,177 32,352 0.15
Celestial Saturn Parent, Inc. (4)(9) L + 6.50% 8.19% 6/4/2029 134,488 133,278 98,849 0.47
Deerfield Dakota Holding, LLC (10) L + 6.75% 8.42% 4/7/2028 29,650 29,562 29,032 0.14
Thevelia US, LLC (4)(6)(9) SOFR + 6.90% 8.79% 6/17/2030 182,046 176,611 176,585 0.84
VT Topco, Inc. (4)(10) L + 6.75% 8.42% 7/31/2026 35,500 35,353 33,548 0.16
408,981 370,365 1.77
28
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2)(14) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
Second Lien Debt (continued)
Software
Apex Group Treasury, LLC (4)(6)(9) L + 6.75% 9.00% 7/27/2029 66,000 64,902 66,990 0.32
Cloudera, Inc. (9) L + 6.00% 7.67% 8/9/2029 66,697 66,193 58,693 0.28
HS Purchaser, LLC (10) SOFR + 6.75% 7.56% 11/19/2027 71,000 71,118 68,160 0.33
Idera, Inc. (4)(10) L + 6.75% 7.82% 3/2/2029 30,331 30,236 28,966 0.14
Mandolin Technology Intermediate Holdings, Inc. (4)(5)(9) L + 6.50% 7.74% 7/6/2029 31,950 31,557 31,471 0.15
Mitratech Holdings, Inc. (4)(10) L + 6.75% 7.99% 4/28/2029 18,000 17,934 17,280 0.08
Proofpoint, Inc. (5)(9) L + 6.25% 7.82% 6/8/2029 101,121 100,767 97,413 0.46
Symphony Technology Group (6)(10) L + 8.25% 9.48% 5/3/2029 91,647 90,478 84,238 0.40
Virgin Pulse, Inc. (10) L + 7.25% 8.92% 3/30/2029 27,000 26,829 23,288 0.11
Vision Solutions, Inc. (5)(10) L + 7.25% 8.43% 3/4/2029 126,381 125,603 112,847 0.54
625,615 589,346 2.81
Trading Companies & Distributors
Icebox Holdco III, Inc. (4)(9) L + 6.75% 9.00% 12/16/2029 22,500 22,288 21,488 0.10
Transportation Infrastructure
Drive Chassis Holdco, LLC (8) L + 6.75% 7.74% 4/10/2026 131,767 130,387 130,120 0.62
Total Second Lien Debt $ 2,453,742 $ 2,334,394 11.13 %
Structured Finance Obligations
522 Funding CLO 2020-6, Ltd. (4)(5)(6)(8) L + 6.50% 7.68% 10/23/2034 $ 3,000 $ 3,000 $ 2,608 0.01 %
AIMCO CLO Series 2015-A (5)(6)(8) L + 6.60% 7.64% 10/17/2034 7,450 7,450 6,714 0.03
Allegro CLO Ltd. (4)(5)(6)(8) L + 7.00% 8.06% 1/19/2033 3,895 3,857 3,620 0.02
Apidos CLO XXXIII (4)(5)(6)(8) L + 5.95% 7.62% 7/20/2034 8,500 8,500 7,361 0.04
Apidos CLO XXXIII (5)(6)(8) L + 6.35% 8.60% 10/24/2034 5,000 4,953 4,415 0.02
Ares LXI CLO, Ltd. (4)(5)(6)(8) L + 6.50% 8.75% 1/25/2034 9,000 9,000 8,039 0.04
Ares LXI CLO, Ltd. (4)(5)(6)(8) L + 6.25% 8.50% 10/20/2034 7,750 7,750 6,825 0.03
Ares LXI CLO, Ltd. (5)(6)(8) L + 6.75% 9.46% 10/28/2034 7,000 6,934 6,107 0.03
Balboa Bay Loan Funding 2021-2, Ltd. (4)(5)(6)(8) L + 6.60% 8.20% 1/20/2035 7,000 6,933 6,262 0.03
Barings CLO, Ltd. (4)(6)(8) L + 6.25% 7.71% 7/15/2034 6,000 6,000 5,147 0.02
Barings CLO, Ltd. (4)(5)(6)(8) L + 6.65% 7.71% 1/18/2035 7,200 7,200 6,339 0.03
Benefit Street Partners CLO XXI (4)(6)(8) L + 6.75% 8.44% 7/15/2034 6,500 6,500 5,922 0.03
Benefit Street Partners CLO XXII (4)(5)(6)(8) L + 6.70% 8.44% 10/15/2034 3,000 2,970 2,721 0.01
BlueMountain CLO XXIX Ltd (4)(6)(8) L + 6.86% 8.04% 7/25/2034 2,750 2,684 2,522 0.01
Broad River Ltd 2020-1 (4)(6)(8) L + 6.50% 7.56% 7/20/2034 7,000 6,945 6,262 0.03
Carlyle US CLO 2020-1, Ltd. (4)(5)(6)(8) L + 6.25% 7.31% 7/20/2034 7,000 7,000 6,200 0.03
Carval CLO V-C, LTD. (4)(5)(6)(8) L + 6.75% 9.26% 10/15/2034 8,000 7,923 7,285 0.03
Carval CLO VI-C Ltd. (4)(6)(8) L + 7.33% 8.73% 4/21/2034 8,750 8,663 8,068 0.04
CIFC Funding 2019-III, Ltd. (4)(5)(6)(8) L + 6.80% 8.35% 10/16/2034 8,000 8,000 7,342 0.04
29
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2)(14) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
Structured Finance Obligations (continued)
CIFC Funding 2022-V, Ltd. (4)(6)(8) L + 7.55% 7.55% 7/16/2033 10,000 9,900 9,900 0.05
Dryden 95 CLO, Ltd. (4)(5)(6)(8) L + 6.15% 7.84% 8/20/2034 8,000 8,000 6,805 0.03
Eaton Vance CLO 2019-1 Ltd (4)(5)(6)(8) L + 6.50% 7.54% 4/15/2031 3,750 3,754 3,436 0.02
Elmwood CLO 16, Ltd. (4)(5)(6)(8) L + 7.22% 8.72% 4/20/2034 6,000 5,940 5,509 0.03
Elmwood CLO III, Ltd. (4)(6)(8) L + 6.50% 7.54% 10/20/2034 3,500 3,500 3,132 0.01
Elmwood CLO VI, Ltd. (5)(6)(8) L + 6.50% 7.54% 10/20/2034 4,000 4,000 3,579 0.02
Flatiron RR CLO 22, LLC (5)(6)(8) L + 6.20% 7.56% 10/15/2034 5,000 5,000 4,579 0.02
Fort Washington CLO 2021-2, Ltd. (4)(5)(6)(8) L + 6.61% 8.44% 10/20/2034 12,000 11,887 10,791 0.05
Galaxy 30 CLO, Ltd. (4)(5)(6)(8) L + 5.95% 8.01% 10/25/2031 4,000 3,946 3,629 0.02
Galaxy XXV CLO, Ltd. (4)(5)(6)(8) L + 7.00% 7.00% 4/15/2035 3,000 2,971 2,725 0.01
Goldentree Loan Management US Clo 8 Ltd. (4)(6)(8) L + 6.15% 7.78% 10/20/2034 6,200 6,200 5,426 0.03
Goldentree Loan Management US Clo 12 Ltd. (4)(5)(6)(8) L + 7.25% 7.25% 4/20/2034 6,500 6,439 6,022 0.03
Gulf Stream Meridian 5, Ltd. (4)(5)(6)(8) L + 6.33% 7.37% 7/15/2034 3,500 3,488 3,125 0.01
Gulf Stream Meridian 7, Ltd. (4)(5)(6)(8) L + 6.90% 6.90% 7/15/2035 5,000 4,951 4,490 0.02
Gulf Stream Meridian IIIA, Ltd. (4)(6)(8) L + 6.75% 7.79% 4/15/2034 1,000 957 918 0.00
Halseypoint Clo 5, Ltd. (4)(5)(6)(8) L + 6.95% 7.16% 1/30/2035 9,500 9,318 8,566 0.04
HPS Loan Management 15-2019 Ltd (4)(5)(6)(8) L + 6.80% 7.70% 1/22/2035 4,000 3,961 3,627 0.02
Jamestown CLO XIV, Ltd. (5)(6)(8) L + 7.20% 8.26% 10/20/2034 10,000 9,810 8,828 0.04
Kayne CLO III, Ltd. (4)(5)(6)(8) L + 6.50% 7.54% 4/15/2032 5,000 5,009 4,463 0.02
Magnetite XXXII Ltd (4)(5)(6)(8) L + 6.90% 6.90% 4/15/2035 5,000 5,000 4,567 0.02
Morgan Stanley Eaton Vance Clo 2021-1, Ltd. (5)(6)(8) L + 6.75% 8.08% 10/20/2034 6,500 6,500 5,922 0.03
Neuberger Berman Loan Advisers CLO 38, Ltd. (5)(6)(8) L + 6.25% 7.31% 10/20/2035 11,000 11,000 9,403 0.04
OCP CLO 2021-22, Ltd. (4)(5)(6)(8) L + 6.50% 6.75% 10/20/2034 4,250 4,065 3,673 0.02
OCP CLO 2021-22, Ltd. (4)(5)(6)(8) L + 6.60% 8.21% 12/2/2034 9,000 8,883 7,787 0.04
Octagon 55, Ltd (4)(6)(8) L + 6.50% 7.56% 7/20/2034 11,000 10,873 9,868 0.05
Octagon 66, Ltd (4)(6)(8) L + 7.80% 7.80% 8/16/2033 10,000 9,900 9,900 0.05
Octagon Investment Partners 41, Ltd. (5)(6)(8) L + 7.13% 8.17% 10/15/2033 5,000 4,977 4,371 0.02
Palmer Square CLO 2015-1, Ltd. (4)(6)(8) L + 6.50% 8.00% 5/21/2034 2,000 1,906 1,755 0.01
Palmer Square CLO 2019-1, Ltd. (4)(5)(6)(8) L + 6.50% 7.91% 11/14/2034 14,500 14,500 13,011 0.06
Park Avenue Institutional Advisers CLO Ltd 2022-1 (4)(5)(6)(8) L + 7.30% 7.92% 4/20/2035 6,000 5,824 5,569 0.03
Post CLO 2022-1, Ltd. (4)(6)(8) L + 6.45% 8.14% 10/15/2034 6,000 6,000 5,377 0.03
Post CLO 2021-1, Ltd. (4)(5)(6)(8) L + 6.80% 6.80% 4/20/2035 5,000 4,976 4,494 0.02
PPM CLO 2, Ltd. (4)(5)(6)(8) L + 6.55% 7.61% 4/16/2032 5,000 5,008 4,562 0.02
PPM CLO 6, Ltd. (5)(6)(8) L + 6.50% 7.56% 10/18/2034 8,775 8,775 7,742 0.04
PPM CLO, Ltd. (5)(6)(8) L + 6.50% 7.71% 10/18/2034 4,800 4,800 4,235 0.02
Rad CLO 14, Ltd. (4)(5)(6)(8) L + 6.50% 7.51% 1/15/2035 6,750 6,750 5,856 0.03
30
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2)(14) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
Structured Finance Obligations (continued)
Rockford Tower CLO 2021-3, Ltd. (5)(6)(8) L + 6.72% 7.94% 10/20/2034 4,000 3,943 3,524 0.02
RR 19, Ltd. (5)(6)(8) L + 6.50% 7.83% 10/15/2035 3,000 3,000 2,703 0.01
RR 20, Ltd. (4)(6)(8) L + 7.25% 7.25% 7/15/2037 4,000 3,960 3,717 0.02
Signal Peak 7, Ltd. (4)(6)(8) L + 6.89% 8.18% 4/30/2032 3,875 3,842 3,597 0.02
Sound Point CLO XXVII, Ltd. (4)(5)(6)(8) L + 6.56% 7.74% 10/25/2034 6,900 6,769 5,900 0.03
Symphony CLO 34-PS, Ltd. (4)(6)(8) L + 7.56% 7.56% 7/24/2034 7,000 6,929 6,929 0.03
Trestles Clo IV, Ltd. (4)(5)(6)(8) L + 6.25% 7.67% 7/21/2034 8,000 8,000 7,068 0.03
Vibrant CLO XIII, Ltd. (4)(5)(6)(8) L + 7.06% 8.10% 7/15/2034 6,250 6,192 5,578 0.03
Vibrant CLO XII, Ltd. (4)(6)(8) L + 7.11% 9.36% 1/30/2034 2,875 2,850 2,593 0.01
Voya CLO 2019-4, Ltd. (4)(5)(6)(8) L + 6.70% 7.74% 1/15/2035 8,250 8,092 7,104 0.03
Voya CLO 2020-2, Ltd. (4)(5)(6)(8) L + 6.40% 7.46% 7/19/2034 5,000 4,904 4,418 0.02
Total Structured Finance Obligations $ 409,511 $ 370,531 1.77 %
Unsecured Debt
Health Care Technology
Minerva Merger Sub, Inc. (5)(8) 6.50% 6.50% 2/15/2030 $ 7,146 $ 7,146 $ 5,964 0.03 %
IT Services
Endurance International Group Holdings, Inc. (5)(8) 6.00% 6.00% 2/15/2029 6,272 6,076 4,536 0.02
Software
Condor Merger Sub, Inc. (8) 7.38% 7.38% 2/15/2030 14,286 14,286 11,654 0.06
Total Unsecured Debt $ 27,508 $ 22,153 0.11 %
Equity
Aerospace & Defense
Loar Acquisition 13, LLC - Common Units (4) 2,890,586 $ 4,336 $ 5,492 0.03 %
Micross Topco, Inc. (4) 116 125 116 0.00
4,461 5,608 0.03
Air Freight & Logistics
AGI Group Holdings LP - A2 Units (4) 1,674 1,674 1,802 0.01
Mode Holdings, L.P. - Class A-2 Common Units (4) 1,076,923 1,077 1,788 0.01
2,751 3,590 0.02
Distributors
Box Co-Invest Blocker, LLC (4) 3,308,320 3,308 3,454 0.02
Diversified Consumer Services
Cambium Holdings, LLC - Senior Preferred Interests (4) 29,194,330 28,735 34,912 0.17
Deneb Ultimate Topco, LLC - Class A Units (4) 4,060 4,060 4,060 0.02
32,795 38,972 0.19
31
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2)(14) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
Equity (continued)
Diversified Telecommunication Services
Point Broadband Holdings, LLC - Class A Units (4) 15,636 13,261 12,616 0.06
Point Broadband Holdings, LLC - Class B Units (4) 833,140 2,375 1,925 0.01
15,636 14,540 0.07
Health Care Equipment & Supplies
GCX Corporation Group Holdings, L.P. - Class A-2 Units (4) 4,500 4,500 3,038 0.01
Health Care Providers & Services
AVE Holdings I Corp. (4) 12,237,213 11,870 12,023 0.06
CD&R Artemis Holdco 2 Limited - Preferred Shares (4)(6) 33,000,000 43,662 42,423 0.20
CD&R Ulysses Equity Holdings, L.P. - Common Shares (4)(6) 6,000,000 6,090 5,460 0.03
Jayhawk Holdings, LP - A-1 Common Units (4) 12,472 2,220 3,552 0.02
Jayhawk Holdings, LP - A-2 Common Units (4) 6,716 1,195 1,913 0.01
Maia Aggregator, L.P. - Class A Units (4) 19,700,000 19,700 18,912 0.09
NC Eve, L.P. - LP Interest (4)(6) 2,500,000 3,398 3,046 0.01
88,135 87,329 0.42
Health Care Technology
Caerus Midco 2 S.À. R.L - Vehicle Units (4)(6) 4,941,452 4,941 4,941 0.02
IT Services
NC Ocala Co-Invest Beta, L.P. - LP Interest (4) 25,687,196 25,687 25,687 0.12
Professional Services
Guidehouse Holding Corp. - Preferred Equity (4) 54,010 52,935 56,845 0.27
OHCP V TC COI, LP. - LP Interest (4) 6,500,000 6,500 6,500 0.03
Tricor Horizon, LP (4)(6) 14,151,361 14,151 14,151 0.07
Victors CCC Topco, LP (4) 9,600,000 9,600 9,600 0.05
83,186 87,097 0.42
Software
Connatix Parent, LLC - Class L Common Units (4) 126,136 1,388 1,770 0.01
Expedition Holdco, LLC (4) 810,810 810 665 —
Knockout Intermediated Holdings I, Inc. (4) 49,020 47,795 47,795 0.23
Lobos Parent, Inc. - Series A Preferred Shares (4) 45,090 43,963 45,767 0.22
Mandolin Technology Holdings, Inc. - Series A Preferred Shares (4) 31,950,000 30,992 32,589 0.16
Mimecast Limited (4)(6)(7) 73,213,759 73,214 71,339 0.34
198,160 199,923 0.95
32
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2)(14) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
Equity (continued)
Transportation Infrastructure
Atlas Intermediate Holding LLC - Preferred Interest (4) 34,238,400 33,725 36,122 0.17
Frontline Road Safety Investments, LLC - Class A Common Units (4) 58,590 6,178 6,152 0.03
Ncp Helix Holdings, LLC. - Preferred Shares (4) 1,485,282 1,116 1,116 0.01
41,019 43,389 0.21
Total Equity Investments $ 504,581 $ 517,569 2.47 %
Total Investments - non-controlled/non-affiliated $ 46,957,986 $ 46,041,480 219.55 %
Investments — non-controlled/affiliated
Equity
Distributors
GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP) - Class A Common Units (4)(6)(14) $ 719 $ 1,797 0.01 %
Total Equity $ 719 $ 1,797 0.01 %
Total Investments — non-controlled/affiliated $ 719 $ 1,797 0.01 %
Investments—controlled/affiliated
Equity
Diversified Financial Services
Specialty Lending Company LLC - LLC Interest (4)(5)(6) $ 180,900 $ 180,900 0.86 %
Specialty Retail
GSO DL CoInvest CI LP (CustomInk, LLC) - Series A Preferred Units (4)(6)(14) 1,421 1,767 0.01
Total Equity $ 182,321 $ 182,667 0.87 %
Total Investments — controlled/affiliated $ 182,321 $ 182,667 0.87 %
Investment in Joint Venture
BCRED Emerald JV (6) $ 802,579 $ 768,479 3.66 %
Investment in Joint Venture Total $ 802,579 $ 768,479 3.66 %
Total Investment Portfolio $ 47,141,027 $ 46,225,946 220.43 %
Cash and Cash Equivalents
State Street Institutional U.S. Government Money Market Fund $ 140,579 $ 140,579 0.67 %
Other Cash and Cash Equivalents 1,503,807 1,503,807 7.17
Total Portfolio Investments, Cash and Cash Equivalents $ 48,785,413 $ 47,870,332 228.27 %

33
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
(1)    Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. The total par amount is presented for debt investments and the number of shares or units owned is presented for equity investments. Each of the Company’s investments is pledged as collateral, under one or more of its credit facilities unless otherwise indicated.
(2)    Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”), Canadian Dollar Offered Rate (“CDOR” or “C”), Sterling Overnight Interbank Average Rate (“SONIA” or “S”), Euro Interbank Offer Rate (“Euribor” or “E”), Secured Overnight Financing Rate (“SOFR"), or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of June 30, 2022. Variable rate loans typically include an interest reference rate floor feature. As of June 30, 2022, 91.9% of the portfolio at fair value had a base rate floor above zero. For each such loan, the Company has provided the interest rate in effect on the date presented.
(3)    The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").
(4)    These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board of Trustees (the “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.
(5)    These debt investments are not pledged as collateral under any of the Company's credit facilities. For other debt investments that are pledged to the Company's credit facilities, a single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.
(6)    The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”). The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of June 30, 2022, non-qualifying assets represented 17.1% of total assets as calculated in accordance with regulatory requirements.
(7)    Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments (all commitments are first lien, unless otherwise noted):
Investments—non-controlled/non-affiliated Commitment Type Commitment
Expiration Date Unfunded
Commitment Fair
Value
First and Second Lien Debt
ACI Group Holdings, Inc. Delayed Draw Term Loan 8/2/2023 $ 65,909 $ —
ACI Group Holdings, Inc. Revolver 8/2/2027 21,482 (107)
ADCS Clinics Intermediate Holdings, LLC Revolver 5/7/2027 3,902 (78)
ADCS Clinics Intermediate Holdings, LLC Delayed Draw Term Loan 5/7/2023 10,867 —
Advancing Eyecare Center, Inc. Delayed Draw Term Loan 6/13/2029 5,000 —
AI Altius Bidco, Inc. Delayed Draw Term Loan 12/21/2023 34,698 (347)
AI Aqua Merger Sub, Inc. Delayed Draw Term Loan 7/30/2028 7,593 —
Albireo Energy, LLC Delayed Draw Term Loan 12/23/2026 11,026 —
Alera Group, Inc. Delayed Draw Term Loan 10/2/2028 29,389 —
Alera Group, Inc. Delayed Draw Term Loan 9/30/2028 536 —
Amerivet Partners Management, Inc. Revolver 2/25/2028 11,511 (230)
Amerivet Partners Management, Inc. Delayed Draw Term Loan 2/25/2024 68,476 (685)
Anaplan, Inc. Revolver 6/21/2028 53,206 (1,064)
Armada Parent, Inc. Delayed Draw Term Loan 10/29/2023 22,500 (225)
Armada Parent, Inc. Revolver 10/29/2027 27,000 —
Armstrong Bidco Limited Delayed Draw Term Loan 6/28/2029 200,065 (8)
Ascend Buyer, LLC Revolver 9/30/2027 6,725 —
athenahealth, Inc. Delayed Draw Term Loan 2/15/2029 6,618 —
Atlas CC Acquisition Corp. Revolver 5/26/2026 18,518 —
Atlas CC Acquisition Corp. Delayed Draw Term Loan 5/26/2026 14,403 —
AxiomSL Group, Inc. Delayed Draw Term Loan 12/3/2027 5,478 (55)
AxiomSL Group, Inc. Revolver 12/3/2025 5,983 (60)
Barbri Holdings, Inc. Delayed Draw Term Loan 4/28/2023 22,662 —
Bazaarvoice, Inc. Delayed Draw Term Loan 11/7/2022 57,432 —
Bazaarvoice, Inc. Revolver 5/7/2026 42,994 —
Benefytt Technologies, Inc. Delayed Draw Term Loan 8/12/2023 26,865 —
Caerus US 1, Inc. Delayed Draw Term Loan 5/25/2029 59,019 —
Caerus US 1, Inc. Revolver 5/25/2029 41,313 (826)
Cambium Learning Group, Inc. Revolver 7/20/2028 101,715 —
34
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments—non-controlled/non-affiliated Commitment Type Commitment
Expiration Date Unfunded
Commitment Fair
Value
Canadian Hospital Specialties Ltd. Delayed Draw Term Loan 4/14/2023 6,398 —
Canadian Hospital Specialties Ltd. Revolver 4/14/2027 3,896 —
Caramel Bidco Limited Delayed Draw Term Loan 2/24/2024 26,770 —
CCBlue Bidco, Inc. Delayed Draw Term Loan 12/21/2023 91,739 (917)
CD&R Artemis UK Bidco Ltd. Revolver 8/19/2026 25,000 —
CEP V Investment 11 Sarl Delayed Draw Term Loan 2/11/2028 52,130 —
CFC Underwriting, Ltd. Delayed Draw Term Loan 11/30/2028 16,304 —
CFGI Holdings, LLC Delayed Draw Term Loan 11/2/2027 22,800 (228)
CFGI Holdings, LLC Revolver 11/2/2027 19,950 (399)
Chronicle Bidco, Inc. Delayed Draw Term Loan 11/14/2025 42,780 (765)
Chronicle Bidco, Inc. Revolver 11/14/2025 4,331 (87)
Claims Automation Intermediate 2, LLC Delayed Draw Term Loan 12/16/2027 68,521 (685)
Clearview Buyer, Inc. Revolver 2/26/2027 8,085 (162)
Clearview Buyer, Inc. Delayed Draw Term Loan 8/26/2024 33,015 —
Community Brands ParentCo, LLC Delayed Draw Term Loan 2/24/2028 10,809 (108)
Community Brands ParentCo, LLC Revolver 2/24/2028 6,330 (127)
Confine Visual Bidco Delayed Draw Term Loan 2/23/2029 55,557 (833)
Connatix Buyer, Inc. Revolver 7/14/2027 16,294 —
Connatix Buyer, Inc. Delayed Draw Term Loan 7/14/2023 32,700 (327)
COP Home Services TopCo IV, Inc. Revolver 12/31/2025 9,580 —
CPI Buyer, LLC Delayed Draw Term Loan 5/1/2023 78,721 —
CPI Buyer, LLC Revolver 11/1/2026 23,143 —
Cumming Group, Inc. Delayed Draw Term Loan 5/26/2027 25,392 (254)
Cumming Group, Inc. Revolver 5/26/2027 22,178 —
DCA Investment Holdings, LLC Delayed Draw Term Loan 3/12/2027 4,381 —
DG Investment Intermediate Holdings 2, Inc. Delayed Draw Term Loan 3/31/2028 3,865 —
Discovery Education, Inc. Delayed Draw Term Loan 4/9/2029 120,227 —
Discovery Education, Inc. Revolver 4/9/2029 52,540 (1,051)
Donuts, Inc. Delayed Draw Term Loan 5/14/2023 128,295 —
DTI Holdco, Inc. Revolver 4/26/2027 7,200 —
Eliassen Group, LLC Delayed Draw Term Loan 4/14/2028 14,541 (218)
EM Bidco Limited Delayed Draw Term Loan 4/12/2029 1,688 —
Emergency Power Holdings, LLC Delayed Draw Term Loan 8/17/2023 56,100 —
Engineered Stone Group Holdings III Ltd. Delayed Draw Term Loan 11/22/2023 54,432 —
Enstructure LLC Delayed Draw Term Loan 5/25/2029 18,743 —
Episerver, Inc. Delayed Draw Term Loan 4/9/2026 10,185 (127)
Episerver, Inc. Revolver 4/9/2026 3,833 (48)
Experity, Inc. Revolver 7/22/2027 13,452 (269)
Fencing Supply Group Acquisition, LLC Delayed Draw Term Loan 8/2/2022 27,125 —
Foundation Risk Partners Corp. Revolver 10/29/2027 9,529 (143)
Foundation Risk Partners Corp. Delayed Draw Term Loan 10/29/2028 23,239 —
Frontline Road Safety, LLC - A Delayed Draw Term Loan 5/3/2027 5,129 —
Frontline Road Safety, LLC - B Delayed Draw Term Loan 4/30/2027 39,526 —
Galway Borrower, LLC Revolver 9/30/2027 19,017 (380)
Galway Borrower, LLC Delayed Draw Term Loan 9/30/2023 25,060 —
GCX Corporation Buyer, LLC Delayed Draw Term Loan 9/13/2023 67,500 (675)
Genuine Cable Group, LLC Delayed Draw Term Loan 4/1/2023 2,246 —
GI Ranger Intermediate, LLC Revolver 10/29/2027 9,720 —
GI Ranger Intermediate, LLC Delayed Draw Term Loan 10/30/2028 36,000 (360)
Gigamon Inc. Revolver 3/11/2028 25,774 —
35
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments—non-controlled/non-affiliated Commitment Type Commitment
Expiration Date Unfunded
Commitment Fair
Value
Go Car Wash Management Corp. Delayed Draw Term Loan 8/31/2023 5,204 —
Go Car Wash Management Corp. Delayed Draw Term Loan 12/31/2026 100,000 (1,125)
GovernmentJobs.com, Inc. Revolver 11/30/2027 19,764 (395)
GovernmentJobs.com, Inc. Delayed Draw Term Loan 11/30/2023 62,600 —
GraphPAD Software, LLC Revolver 4/27/2027 2,832 —
GraphPAD Software, LLC Delayed Draw Term Loan 4/27/2027 8,571 (86)
Gruden Acquisition, Inc. Delayed Draw Term Loan 7/1/2023 6,930 —
Gruden Acquisition, Inc. Revolver 7/1/2026 7,875 —
Helix TS, LLC Delayed Draw Term Loan 8/3/2023 38,209 —
HIG Orca Acquisition Holdings, Inc. Revolver 8/17/2027 3,239 —
HIG Orca Acquisition Holdings, Inc. Delayed Draw Term Loan 8/17/2023 18,629 (186)
High Street Buyer, Inc. Revolver 4/16/2027 4,186 (84)
High Street Buyer, Inc. Delayed Draw Term Loan 2/2/2024 76,315 —
Houghton Mifflin, LLC Revolver 4/7/2027 18,750 —
Icebox Holdco III, Inc. Delayed Draw Term Loan 12/22/2028 4,157 (239)
IG Investments Holdings, LLC Revolver 9/22/2027 32,500 —
Infostretch Corporation Revolver 4/1/2028 20,103 (402)
Inovalon Holdings, Inc. Delayed Draw Term Loan 6/24/2024 99,544 (1,244)
Integrity Marketing Acquisition, LLC Delayed Draw Term Loan 8/27/2025 98,095 (981)
Integrity Marketing Acquisition, LLC Delayed Draw Term Loan 7/9/2023 6,321 —
Java Buyer, Inc. Delayed Draw Term Loan 12/15/2023 71,642 —
Jayhawk Buyer, LLC Delayed Draw Term Loan 10/15/2026 59,184 —
Kaseya, Inc. Delayed Draw Term Loan 6/25/2029 44,474 (445)
Kaseya, Inc. Revolver 6/25/2029 48,746 (975)
Kaufman Hall & Associates, LLC Delayed Draw Term Loan 12/14/2023 19,840 (198)
Knowledge Pro Buyer, Inc. Revolver 12/10/2027 7,327 —
Knowledge Pro Buyer, Inc. Delayed Draw Term Loan 12/10/2023 18,452 (185)
KPSKY Acquisition, Inc. Delayed Draw Term Loan 10/19/2023 1,283 —
Kwor Acquisition, Inc. Delayed Draw Term Loan 12/22/2028 5,137 —
Kwor Acquisition, Inc. Revolver 12/22/2027 9,512 —
L&S Mechanical Acquisition, LLC Delayed Draw Term Loan 9/1/2022 36,794 —
LD Lower Holdings, Inc. Delayed Draw Term Loan 2/8/2023 19,979 —
Legacy Intermediate, LLC Revolver 2/25/2028 17,242 (172)
Legacy Intermediate, LLC Delayed Draw Term Loan 2/25/2023 36,000 (360)
Linquest Corp. Delayed Draw Term Loan 1/27/2023 44,775 (448)
Loar Group, Inc. Delayed Draw Term Loan 4/1/2024 100,000 —
Magnesium BorrowerCo, Inc. Delayed Draw Term Loan 5/18/2029 99,913 (2,206)
Mandolin Technology Intermediate Holdings, Inc. Revolver 7/30/2026 8,370 —
Marcone Yellowstone Buyer, Inc. Delayed Draw Term Loan 6/23/2028 19,765 —
Material Holdings, LLC Revolver 8/17/2027 10,174 —
Material Holdings, LLC Delayed Draw Term Loan 8/19/2023 31,793 —
Maverick Acquisition, Inc. Delayed Draw Term Loan 6/1/2023 16,185 (103)
Medical Knowledge Group, LLC Revolver 2/1/2029 34,020 —
Metis Buyer, Inc. Revolver 5/4/2026 9,000 —
MHE Intermediate Holdings, LLC Revolver 7/21/2027 804 —
MHE Intermediate Holdings, LLC Delayed Draw Term Loan 7/21/2027 831 —
Monk Holding Co. Delayed Draw Term Loan 12/1/2023 42,074 (558)
MRI Software, LLC Delayed Draw Term Loan 2/10/2026 15,887 (303)
MRI Software, LLC Revolver 2/10/2026 673 —
MRI Software, LLC Revolver 5/14/2026 6,300 (709)
36
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments—non-controlled/non-affiliated Commitment Type Commitment
Expiration Date Unfunded
Commitment Fair
Value
Navigator Acquiror, Inc. Delayed Draw Term Loan 7/16/2023 107,230 —
NDC Acquisition Corp. Revolver 3/9/2027 3,425 —
New Arclin US Holding Corp. Delayed Draw Term Loan 9/22/2028 3,135 —
NMC Crimson Holdings, Inc. Delayed Draw Term Loan 3/1/2023 31,400 (471)
Onex AP Merger Sub, LLC Revolver 4/4/2028 3,261 (65)
Onex Baltimore Buyer, Inc. Delayed Draw Term Loan 12/1/2023 84,378 —
Paya Holdings III, LLC Revolver 6/16/2028 3,375 —
Peak Utility Services Group, Inc. Delayed Draw Term Loan 3/2/2028 7,200 —
Pediatric Associates Holding Co., LLC Delayed Draw Term Loan 12/28/2028 686 —
PGIS Intermediate Holdings, LLC Revolver 10/16/2028 6,274 (63)
PGIS Intermediate Holdings, LLC Delayed Draw Term Loan 10/16/2028 12,547 —
Plasma Buyer, LLC Revolver 5/12/2028 14,467 (289)
Plasma Buyer, LLC Delayed Draw Term Loan 5/12/2029 23,780 (238)
Point Broadband Acquisition, LLC Delayed Draw Term Loan 10/1/2023 73,003 (913)
Polyphase Elevator Holding Co. Delayed Draw Term Loan 6/23/2027 3,352 —
Polyphase Elevator Holding Co. Revolver 6/23/2027 2,400 —
Polyphase Elevator Holding Co. Delayed Draw Term Loan 12/21/2027 58,112 —
Porcelain Acquisition Corp. Delayed Draw Term Loan 4/1/2027 21,722 —
Pro Mach Group, Inc. Delayed Draw Term Loan 8/31/2028 1,216 —
Prodege International Holdings, LLC Delayed Draw Term Loan 12/15/2022 87,711 —
Profile Products, LLC Delayed Draw Term Loan 11/12/2027 25,460 —
Profile Products, LLC Revolver 11/12/2027 12,887 —
Progress Residential PM Holdings, LLC Delayed Draw Term Loan 3/17/2023 16,623 —
Project Boost Purchaser, LLC Revolver 5/2/2028 5,543 (55)
Project Boost Purchaser, LLC Delayed Draw Term Loan 5/2/2029 9,189 (46)
Qualus Power Services Corp. Delayed Draw Term Loan 3/26/2023 9,016 —
R1 Holdings, LLC Delayed Draw Term Loan 1/2/2026 5,686 —
Red River Technology, LLC Delayed Draw Term Loan 5/26/2023 47,832 —
Redwood Services Group, LLC Delayed Draw Term Loan 6/15/2029 8,766 —
Refficiency Holdings, LLC Delayed Draw Term Loan 12/16/2027 5,243 —
Relativity ODA, LLC Revolver 5/12/2027 4,937 (74)
Relay Purchaser, LLC Revolver 8/30/2026 28,571 (286)
Reverb Buyer, Inc. Delayed Draw Term Loan 11/1/2028 8,117 —
Roadsafe Holdings, Inc. Delayed Draw Term Loan 7/31/2023 77,680 —
RPBLS Midco, LLC Delayed Draw Term Loan 4/1/2028 35,074 (351)
RSC Acquisition, Inc. Delayed Draw Term Loan 10/30/2026 88,750 (750)
RWL Holdings, LLC Delayed Draw Term Loan 12/1/2027 58,064 (581)
Safety Borrower Holdings LP Revolver 9/1/2027 2,517 —
Safety Borrower Holdings LP Delayed Draw Term Loan 9/1/2022 8,390 —
Sam Holding Co, Inc. Delayed Draw Term Loan 9/24/2023 31,600 —
Sam Holding Co, Inc. Revolver 3/24/2027 24,000 (480)
SEKO Global Logistics Network, LLC Revolver 12/30/2026 7,744 —
SEKO Global Logistics Network, LLC Delayed Draw Term Loan 12/30/2022 9,712 —
SelectQuote, Inc. Delayed Draw Term Loan 11/5/2024 58,933 —
Sherlock Buyer Corp. Delayed Draw Term Loan 12/1/2028 11,177 (112)
Sherlock Buyer Corp. Revolver 12/8/2027 4,445 (89)
Smile Doctors, LLC Revolver 12/23/2027 43,227 —
Smile Doctors, LLC Delayed Draw Term Loan 12/23/2028 150,022 —
Snoopy Bidco, Inc. Delayed Draw Term Loan 6/1/2023 114,658 —
SpecialtyCare, Inc. Revolver 6/18/2026 5,935 —
37
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments—non-controlled/non-affiliated Commitment Type Commitment
Expiration Date Unfunded
Commitment Fair
Value
SpecialtyCare, Inc. Delayed Draw Term Loan 6/18/2023 7,139 (178)
Spitfire Parent, Inc. Delayed Draw Term Loan 9/4/2022 13,833 —
Stepping Stones Healthcare Services, LLC Delayed Draw Term Loan 12/30/2023 45,312 (453)
Stepping Stones Healthcare Services, LLC Revolver 12/30/2026 22,501 —
Tailwind Colony Holding Corporation Delayed Draw Term Loan 12/10/2022 6,519 —
Tennessee Bidco Limited Delayed Draw Term Loan 8/3/2028 74,991 —
Tennessee Bidco Limited Delayed Draw Term Loan 6/22/2024 342,095 —
The Fertility Partners, Inc. Revolver 9/16/2027 8,055 (705)
The Fertility Partners, Inc. Delayed Draw Term Loan 3/16/2028 16,410 —
The GI Alliance Management, LLC Delayed Draw Term Loan 11/4/2024 32,132 —
The NPD Group L.P. Revolver 12/1/2027 52,471 —
Thermostat Purchaser III, Inc. Delayed Draw Term Loan 8/31/2028 7,481 —
Thermostat Purchaser III, Inc. (2nd Lien) Delayed Draw Term Loan 8/31/2023 5,600 —
Thermostat Purchaser III, Inc. Revolver 8/31/2026 7,875 —
Trident TPI Holdings, Inc. Delayed Draw Term Loan 9/15/2028 1,333 —
Trinity Air Consultants Holdings Corp. Delayed Draw Term Loan 6/29/2023 20,128 —
Trinity Air Consultants Holdings Corp. Revolver 6/29/2027 12,780 —
Trinity Partners Holdings, LLC Delayed Draw Term Loan 12/21/2023 109,037 (1,090)
Triple Lift, Inc. Revolver 5/6/2028 8,815 —
TRP Infrastructure Services, LLC Delayed Draw Term Loan 1/9/2023 13,187 (132)
Turing Holdco, Inc. Delayed Draw Term Loan 8/3/2028 6,263 —
Unified Physician Management, LLC Delayed Draw Term Loan 6/18/2029 54,346 —
Unified Physician Management, LLC Revolver 6/18/2029 101,845 —
US Oral Surgery Management Holdco, LLC Delayed Draw Term Loan 11/18/2023 49,353 —
US Oral Surgery Management Holdco, LLC Revolver 11/18/2027 12,932 (194)
Victors CCC Buyer, LLC Delayed Draw Term Loan 6/1/2029 31,095 —
Victors CCC Buyer, LLC Revolver 6/1/2029 25,554 —
VT Topco, Inc. Delayed Draw Term Loan 8/1/2025 794 —
West Monroe Partners, LLC Delayed Draw Term Loan 11/9/2023 188,572 —
West Monroe Partners, LLC Revolver 11/9/2027 56,571 —
West Star Aviation Acquisition, LLC Delayed Draw Term Loan 3/1/2028 909 —
WHCG Purchaser III, Inc. Revolver 6/22/2026 12,486 (125)
WHCG Purchaser III, Inc. Delayed Draw Term Loan 6/22/2023 19,482 —
Specialty Lending Company LLC LLC Interest 102,600 —
Total Unfunded Commitments $ 6,873,623 $ (30,992)

(8)    There are no interest rate floors on these investments.
(9)    The interest rate floor on these investments as of June 30, 2022 was 0.50%.
(10)    The interest rate floor on these investments as of June 30, 2022 was 0.75%.
(11)    The interest rate floor on these investments as of June 30, 2022 was 1.00%.
(12)    The interest rate floor on these investments as of June 30, 2022 was 1.25%.
(13)    The interest rate floor on these investments as of June 30, 2022 was 1.50%.
(14)     For unsettled positions the interest rate does not include the base rate.
(15)    Under the 1940 Act, the Company is deemed to “control” a portfolio company if the Company owns more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. Under the 1940 Act, the Company is deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of June 30, 2022, the Company’s controlled/affiliated and non-controlled/affiliated investments were as follows:

38
Table of Contents
Blackstone Private Credit Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Fair value
as of December 31, 2021 Gross Additions Gross Reductions Change in Unrealized Gains (Losses) Fair value
as of June 30, 2022 Dividend and Interest Income
Non-Controlled/Affiliated Investments
GSO DL Co-Invest EIS LP $ 1,614 $ — $ — $ 183 $ 1,797 $ —
Controlled/Affiliated Investments
Specialty Lending Company LLC 212,400 — (31,500) — 180,900 12,159
BCRED Emerald JV — 802,579 — (34,100) 768,479 31,454
GSO DL Co-Invest CI LP 1,809 — — (42) 1,767 —
Total Controlled/Affiliated Investments $ 214,209 $ 802,579 $ (31,500) $ (34,142) $ 951,146 $ 43,613

ADDITIONAL INFORMATION

Foreign currency forward contracts
Counterparty Currency Purchased Currency Sold Settlement Date Unrealized Appreciation (Depreciation)
Goldman Sachs Bank USA Euro 66 million US Dollar 69 million 7/22/2022 $ (541)
State Street Bank and Trust Swedish Krona 110 million US Dollar 11 million 10/5/2022 $ (42)

Interest Rate Swaps
Interest Rate Swaps as of June 30, 2022
Counterparty Hedged Instrument Company Receives Company Pays Maturity Date Notional Amount Fair Market Value Upfront Payments / Receipts Change in Unrealized Gains / (Losses)
Goldman Sachs Bank USA June 2024 Notes 2.56% SOFR + 0.93% 6/21/2024 $ 435,000 $ (11,527) $ 1,796 $ (11,380)
Goldman Sachs Bank USA September 2024 Notes 1.75% SOFR + 0.08% 9/15/2024 365,000 (10,134) (545) (10,093)
Goldman Sachs Bank USA November 2024 Notes 2.35% SOFR + 0.66% 11/22/2024 500,000 (14,532) 1,822 (14,393)
Goldman Sachs Bank USA January 2025 Notes 2.70% SOFR + 0.99% 1/15/2025 500,000 (15,075) 923 (14,823)
Goldman Sachs Bank USA December 2026 Notes 2.63% SOFR + 0.26% 12/15/2026 625,000 (11,953) 2,387 (11,783)
Deutsche Bank December 2026 Notes 2.63% SOFR + 0.26% 12/15/2026 625,000 (11,624) 2,370 (11,805)
Goldman Sachs Bank USA March 2025 Notes 4.70% SOFR + 2.43% 3/24/2025 400,000 (6,955) — (6,808)
Deutsche Bank March 2025 Notes 4.70% SOFR + 2.43% 3/24/2025 500,000 (8,719) — (8,508)
Deutsche Bank April 2026 UK Notes 4.87% SOFR + 2.78% 4/14/2026 £ 250,000 (4,803) — (4,752)
Sumitomo Mitsui Banking Corporation May 2027 Notes 5.61% SOFR + 3.00% 5/3/2027 625,000 (883) — (884)
Total Interest Rate Swaps $ (96,205) $ 8,753 $ (95,229)

The accompanying notes are an integral part of these consolidated financial statements.
39
Blackstone Private Credit Fund
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
Investments - non-controlled/non-affiliated
First Lien Debt
Aerospace & Defense
Corfin Holdings, Inc. (4)(7)(11) L + 6.00% 7.00% 12/27/2027 $ 6,619 $ 6,579 $ 6,500 0.05 %
Linquest Corp. (4)(7)(10) L + 5.75% 6.50% 7/28/2028 157,106 153,737 153,516 1.19
Loar Group, Inc. (4)(11) L + 7.25% 8.25% 10/2/2023 29,422 29,422 29,422 0.23
MAG DS Corp. (11) L + 5.50% 6.50% 4/1/2027 10,849 10,680 9,981 0.08
Peraton Corp. (10) L + 3.75% 4.50% 2/1/2028 72,389 72,163 72,543 0.56
Vertex Aerospace Services Corp. (10) L + 4.00% 4.75% 10/27/2028 22,385 22,293 22,379 0.17
294,874 294,342 2.28
Air Freight & Logistics
AGI-CFI Holdings, Inc. (4)(10) L + 5.50% 6.25% 6/11/2027 271,064 265,859 268,354 2.09
Livingston International, Inc. (4)(6)(10) L + 5.50% 6.25% 4/30/2027 105,679 104,902 104,622 0.81
Mode Purchaser, Inc. (4)(11) L + 6.25% 7.25% 12/9/2026 34,388 33,430 34,388 0.27
R1 Holdings, LLC (4)(7)(11) L + 6.00% 7.00% 1/2/2026 38,742 38,698 38,742 0.30
RWL Holdings, LLC (4)(7)(10) SOFR + 5.75% 6.50% 12/31/2028 218,835 213,914 213,878 1.66
SEKO Global Logistics Network, LLC (4)(11) E + 5.00% 6.00% 12/30/2026 € 35,393 40,412 40,295 0.31
SEKO Global Logistics Network, LLC (4)(7)(11) L + 5.00% 6.00% 12/30/2026 103,543 102,300 103,315 0.80
The Kenan Advantage Group, Inc. (10) L + 3.75% 4.50% 3/12/2026 19,039 19,034 19,013 0.15
Wwex Uni Topco Holdings, LLC (10) L + 4.25% 5.00% 7/26/2028 12,681 12,562 12,731 0.10
831,112 835,338 6.49
Airlines
Air Canada (6)(10) L + 3.50% 4.25% 8/11/2028 7,819 7,745 7,823 0.06
American Airlines, Inc. (6)(10) L + 4.75% 5.50% 3/11/2028 7,314 7,248 7,591 0.06
United Airlines, Inc. (6)(10) L + 3.75% 4.50% 4/21/2028 16,631 16,629 16,728 0.13
31,622 32,143 0.25
Auto Components
Clarios Global LP (6)(8) L + 3.25% 3.35% 4/30/2026 6,806 6,809 6,780 0.05
Metis Buyer, Inc. (4)(5)(7)(8) - Revolving Term Loan L + 3.75% 3.85% 5/4/2028 4,275 4,099 4,221 0.03
Metis Buyer, Inc. (10) L + 4.00% 4.75% 5/4/2028 49,750 48,510 49,859 0.39
Wheel Pros, Inc. (10) L + 4.50% 5.25% 4/23/2028 25,906 25,912 25,901 0.20
85,330 86,761 0.67
Beverages
Arterra Wines Canada, Inc. (6)(10) L + 3.50% 4.25% 11/24/2027 4,957 4,984 4,970 0.04
Triton Water Holdings, Inc. (9) L + 3.50% 4.00% 3/18/2028 26,637 26,601 26,387 0.21
31,585 31,357 0.25
40
Blackstone Private Credit Fund
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Building Products
Cornerstone Building Brands, Inc. (6)(9) L + 3.25% 3.75% 4/12/2028 2,947 2,934 2,946 0.02
CP Atlas Buyer, Inc. (9) L + 3.75% 4.25% 11/23/2027 31,556 31,560 31,461 0.24
Empire Today, LLC (10) L + 5.00% 5.75% 3/8/2028 69,572 68,419 68,485 0.53
Fencing Supply Group Acquisition, LLC (4)(7)(11) L + 6.00% 7.00% 2/26/2027 78,944 77,860 78,550 0.61
Great Day Improvements, LLC (4)(7)(9) L + 6.25% 6.75% 12/29/2027 245,000 239,342 239,335 1.86
Illuminate Merger Sub Corp. (9) L + 3.50% 4.00% 6/30/2028 8,000 7,944 7,949 0.06
Jacuzzi Brands, LLC (4)(11) L + 6.50% 7.50% 2/25/2025 52,938 52,414 52,938 0.41
Kodiak BP, LLC (10) L + 3.25% 4.00% 2/25/2028 10,389 10,369 10,330 0.08
L&S Mechanical Acquisition, LLC (4)(7)(10) L + 5.75% 6.50% 9/1/2027 114,795 112,627 112,499 0.88
Latham Pool Products, Inc. (8) L + 6.00% 6.10% 6/18/2025 105,696 105,247 106,269 0.83
Lindstrom, LLC (4)(11) L + 6.25% 7.25% 4/7/2025 27,963 27,739 27,963 0.22
Mi Windows and Doors, LLC (10) L + 3.75% 4.50% 12/18/2027 24,288 24,404 24,425 0.19
Symphony Technology Group (10) L + 5.00% 5.75% 5/3/2028 63,186 62,591 63,117 0.49
Windows Acquisition Holdings, Inc. (4)(11) L + 6.50% 7.50% 12/29/2026 62,366 61,321 62,366 0.49
884,772 888,631 6.91
Capital Markets
Advisor Group Holdings, Inc. (8) L + 4.50% 4.60% 7/31/2026 17,347 17,392 17,418 0.14
Situs-AMC Holdings Corporation (4)(10) L + 5.75% 6.50% 12/22/2027 110,000 108,905 108,900 0.85
Superannuation And Investments US, LLC (6)(9) L + 3.75% 4.25% 9/23/2028 14,364 14,244 14,391 0.11
The Edelman Financial Engines Center, LLC (10) L + 3.50% 4.25% 3/15/2028 19,880 19,814 19,894 0.15
160,355 160,602 1.25
Chemicals
Dominion Colour Corporation (4)(6)(7)(11) L + 8.25% (incl. 2.00% PIK) 9.25% 4/6/2024 35,687 34,449 35,062 0.27
Geon Performance Solutions, LLC (10) L + 4.75% 5.50% 8/9/2028 7,389 7,336 7,463 0.06
Hyperion Materials & Technologies, Inc. (9) L + 4.50% 5.00% 8/28/2028 25,252 25,160 25,326 0.20
LSF11 Skyscraper Holdco S.à r.l, LLC (6)(10) L + 3.50% 4.25% 9/29/2027 19,850 19,758 19,863 0.15
New Arclin US Holding Corp. (6)(7)(9) L + 3.75% 4.25% 9/21/2028 20,208 20,115 20,209 0.16
NIC Acquisition Corp. (10) L + 3.75% 4.50% 12/29/2027 13,837 13,824 13,698 0.11
Olympus Water US Holding Corp. (9) L + 3.75% 4.25% 9/21/2028 10,625 10,598 10,605 0.08
Polymer Additives, Inc. (8) L + 6.00% 6.13% 7/31/2025 30,420 28,311 29,675 0.23
159,550 161,901 1.26
41
Blackstone Private Credit Fund
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Commercial Services & Supplies
Access CIG, LLC (8) L + 3.75% 3.84% 2/27/2025 16,040 16,025 15,961 0.12
Allied Universal Holdco, LLC (9) L + 3.75% 4.25% 5/12/2028 33,952 33,913 33,884 0.26
Bazaarvoice, Inc. (4)(7)(8) L + 5.75% 5.85% 5/7/2028 372,166 372,166 372,166 2.90
DG Investment Intermediate Holdings 2, Inc. (10) L + 3.50% 4.25% 3/17/2028 29,592 29,647 29,620 0.23
Divisions Holding Corp. (10) L + 4.75% 5.50% 5/29/2028 24,036 23,815 24,126 0.19
EAB Global, Inc. (9) L + 3.50% 4.00% 6/28/2028 8,000 7,956 7,967 0.06
ECP Gopher Holdings L.P. (11) L + 3.25% 4.25% 3/6/2025 3,958 3,973 3,721 0.03
Foundational Education Group, Inc. (4)(9) L + 4.25% 4.75% 8/31/2028 9,143 9,056 9,166 0.07
Garda World Security Corp. (6)(8) L + 4.25% 4.36% 10/30/2026 29,435 29,511 29,432 0.23
Genuine Financial Holdings, LLC (8) L + 3.75% 3.85% 7/11/2025 6,938 6,850 6,924 0.05
International SOS The Americas LP (6)(9) L + 3.75% 4.25% 8/5/2028 2,331 2,309 2,337 0.02
Java Buyer, Inc. (4)(7)(10) L + 5.75% 6.50% 12/15/2027 136,278 132,073 132,067 1.03
JSS Holdings, Inc. (4)(10) L + 6.00% 6.75% 12/17/2028 243,525 239,876 241,699 1.88
JSS Holdings, Inc. (4)(11) L + 6.25% 7.25% 12/17/2028 46,505 45,900 46,157 0.36
Knowledge Pro Buyer, Inc. (4)(7)(10) L + 5.75% 6.50% 12/10/2027 45,655 44,433 44,421 0.35
KPSKY Acquisition, Inc. (4)(7)(10) L + 5.50% 6.25% 10/19/2028 197,224 193,290 193,280 1.50
MaxGen Energy Services Corporation (4)(11) L + 4.75% 5.75% 6/2/2027 59,700 58,353 58,208 0.45
Onex Baltimore Buyer, Inc. (4)(7)(10) L + 5.75% 6.50% 12/1/2027 260,796 255,309 255,275 1.99
PECF USS Intermediate Holding III Corp. (9) L + 4.25% 4.75% 12/15/2028 20,842 20,811 20,891 0.16
Recycle & Resource US, LLC (6)(9) L + 3.50% 4.00% 7/8/2028 5,219 5,182 5,213 0.04
Revspring, Inc. (8) L + 4.25% 4.47% 10/11/2025 15,443 15,323 15,501 0.12
Spin Holdco Inc. (10) L + 4.00% 4.75% 3/1/2028 25,434 25,326 25,547 0.20
The Action Environmental Group, Inc. (4)(7)(12) L + 6.00% 7.25% 1/16/2026 16,289 15,748 15,668 0.12
TRC Companies, Inc. (9) L + 3.75% 4.25% 6/21/2024 18,778 18,679 18,711 0.15
TruGreen Limited Partnership (10) L + 4.00% 4.75% 11/2/2027 5,955 5,990 5,969 0.05
USIC Holdings, Inc. (10) L + 3.50% 4.25% 5/12/2028 24,938 24,822 24,938 0.19
Veregy Consolidated, Inc. (11) L + 6.00% 7.00% 11/2/2027 20,584 20,632 20,636 0.16
1,656,969 1,659,483 12.91
Construction & Engineering
Aegion Corporation (10) L + 4.75% 5.50% 5/17/2028 23,879 23,814 24,018 0.19
ASP Endeavor Acquisition, LLC (4)(9) L + 6.50% 7.00% 5/3/2027 35,820 35,183 35,462 0.28
COP Home Services TopCo IV, Inc. (4)(7)(11) L + 5.00% 6.00% 12/31/2027 128,886 125,700 127,513 0.99
Peak Utility Services Group, Inc. (4)(7)(11) L + 5.00% 6.00% 2/26/2028 23,622 23,380 23,467 0.18
Thermostat Purchaser III, Inc. (4)(7)(10) L + 4.50% 5.25% 8/24/2028 42,519 41,196 42,498 0.33
Tutor Perini Corp. (6)(11) L + 4.75% 5.75% 8/13/2027 2,963 2,992 2,974 0.02
252,266 255,933 1.99
42
Blackstone Private Credit Fund
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Construction Materials
White Cap Buyer, LLC (9) L + 4.00% 4.50% 10/19/2027 23,827 23,913 23,878 0.19
Containers & Packaging
Ascend Buyer, LLC (4)(7)(10) L + 5.75% 6.50% 9/30/2028 77,601 75,982 75,920 0.59
Berlin Packaging, LLC (9) L + 3.75% 4.25% 3/11/2028 8,544 8,480 8,545 0.07
Charter NEX US, Inc. (10) L + 3.75% 4.50% 12/1/2027 21,359 21,428 21,431 0.17
Flex Acquisition Co., Inc. (9) L + 3.50% 4.00% 2/23/2028 8,191 8,173 8,185 0.06
Flex Acquisition Co., Inc. (8) L + 3.00% 3.13% 6/29/2025 9,475 9,462 9,404 0.07
Graham Packaging Co, Inc. (10) L + 3.00% 3.75% 8/4/2027 4,963 4,972 4,956 0.04
IBC Capital US, LLC (6)(8) L + 3.75% 3.97% 9/11/2023 18,513 18,477 18,393 0.14
LABL, Inc. (9) L + 5.00% 5.50% 10/29/2028 7,143 7,037 7,144 0.06
MAR Bidco Sarl (6)(9) L + 4.25% 4.75% 4/20/2028 3,806 3,788 3,813 0.03
Pretium PKG Holdings, Inc. (9) L + 4.00% 4.50% 8/27/2028 18,889 18,439 18,878 0.15
ProAmpac PG Borrower, LLC (10) L + 3.75% 4.50% 11/3/2025 30,050 30,103 30,121 0.23
TricorBraun Holdings, Inc. (9) L + 3.25% 3.75% 3/3/2028 13,067 13,011 12,991 0.10
Trident TPI Holdings, Inc. (7)(11) L + 3.25% 4.25% 10/17/2024 13,886 13,875 13,907 0.11
Trident TPI Holdings, Inc. (9) L + 4.00% 4.50% 7/29/2028 7,433 7,426 7,440 0.06
240,652 241,124 1.88
Distributors
BP Purchaser, LLC (4)(10) L + 5.50% 6.25% 12/10/2028 34,800 34,110 34,104 0.27
Bution Holdco 2, Inc. (4)(11) L + 6.25% 7.25% 10/17/2025 5,925 5,827 5,880 0.05
Dana Kepner Company, LLC (4)(11) L + 6.25% 7.25% 12/29/2026 14,850 14,601 14,887 0.12
Genuine Cable Group, LLC (4)(6)(7)(10) L + 5.75% 6.50% 11/2/2026 22,695 22,079 22,239 0.17
Marcone Yellowstone Buyer, Inc. (7)(10) L + 5.50% 6.25% 12/23/2028 83,636 81,696 81,696 0.64
NDC Acquisition Corp. (4)(11) L + 5.75% 6.75% 3/9/2027 22,331 21,801 22,108 0.17
NDC Acquisition Corp. (4)(5)(7)(11) - Revolving Term Loan L + 5.75% 6.75% 3/9/2027 214 133 180 0.00
Tailwind Colony Holding Corporation (4)(7)(11) L + 7.50% 8.50% 11/13/2024 56,508 55,192 55,378 0.43
Tailwind Colony Holding Corporation (4)(11) L + 6.25% 7.25% 11/13/2024 11,961 11,740 11,591 0.09
Unified Door & Hardware Group, LLC (4)(11) L + 6.25% 7.25% 6/30/2025 53,486 52,614 53,218 0.41
299,793 301,281 2.35
43
Blackstone Private Credit Fund
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Diversified Consumer Services
Cambium Learning Group, Inc. (4)(7)(10) L + 5.50% 6.25% 7/20/2028 968,124 959,067 968,124 7.53
Dreambox Learning Holding LLC (4)(10) L + 6.25% 7.00% 12/1/2027 135,213 132,360 132,509 1.03
eResearchTechnology, Inc. (11) L + 4.50% 5.50% 2/4/2027 28,103 28,220 28,234 0.22
Go Car Wash Management Corp. (4)(7)(11) L + 5.75% 6.75% 12/31/2026 44,291 42,789 42,744 0.33
KUEHG Corp. (11) L + 3.75% 4.75% 2/21/2025 22,830 22,577 22,417 0.17
LAH Borrower, LL (4)(6)(10) L + 5.75% 6.50% 10/12/2027 9,250 9,071 9,215 0.07
Learning Care Group (11) L + 3.25% 4.25% 3/13/2025 19,838 19,548 19,491 0.15
Loyalty Ventures, Inc. (9) L + 4.50% 5.00% 11/3/2027 9,375 9,189 9,355 0.07
Pre-Paid Legal Services, Inc. (9) L + 3.75% 4.25% 5/1/2025 23,239 23,007 23,133 0.18
Weld North Education, LLC (9) L + 3.75% 4.25% 12/21/2027 24,271 24,271 24,307 0.19
1,270,100 1,279,529 9.94
Diversified Financial Services
Barbri Holdings, Inc. (4)(7)(10) L + 5.75% 6.50% 4/30/2028 166,707 163,558 165,040 1.28
Lereta, LLC (10) L + 5.25% 6.00% 7/27/2028 34,635 34,309 34,664 0.27
Mitchell International, Inc. (9) L + 3.75% 4.25% 10/15/2028 38,979 38,694 38,809 0.30
Sedgwick Claims Management Services, Inc. (6)(11) L + 4.25% 5.25% 9/3/2026 2,450 2,474 2,457 0.02
Sedgwick Claims Management Services, Inc. (6)(8) L + 3.25% 3.35% 12/31/2025 7,961 7,937 7,909 0.06
SelectQuote, Inc. (4)(7)(10) L + 5.00% 5.75% 11/5/2024 277,963 275,701 277,079 2.16
522,673 525,958 4.09
Diversified Telecommunication Services
Numericable US, LLC (6)(8) L + 3.69% 3.81% 1/31/2026 5,050 5,056 5,016 0.04
Numericable US, LLC (6)(8) L + 4.00% 4.12% 8/14/2026 23,829 23,851 23,745 0.18
Point Broadband Acquisition, LLC (4)(7)(11) L + 6.00% 7.00% 10/1/2028 162,000 157,216 157,037 1.22
186,123 185,798 1.44
Electric Utilities
Qualus Power Services Corp. (4)(7)(11) L + 5.50% 6.50% 3/26/2027 48,950 47,785 48,332 0.38
Electrical Equipment
Emergency Power Holdings, LLC (4)(7)(11) L + 5.50% 6.50% 8/17/2028 195,000 190,778 190,539 1.48
Madison IAQ, LLC (9) L + 3.25% 3.75% 6/16/2028 6,989 6,956 6,992 0.05
Radwell International, LLC (4)(6)(7)(10) L + 5.50% 6.25% 7/13/2027 348,034 346,642 346,861 2.70
Relay Purchaser, LLC (4)(7)(10) L + 6.00% 6.75% 8/30/2028 200,000 195,928 197,214 1.53
Shoals Holdings, LLC (4)(11) L + 3.25% 4.25% 11/25/2026 11,377 11,140 11,434 0.09
751,443 753,040 5.85
44
Blackstone Private Credit Fund
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Electronic Equipment, Instruments & Components
Albireo Energy, LLC (4)(7)(11) L + 6.00% 7.00% 12/23/2026 35,496 34,857 34,858 0.27
ConvergeOne Holdings, Inc. (7)(8) L + 5.00% 5.10% 1/4/2026 31,765 28,772 29,603 0.23
CPI International, Inc. (11) L + 3.25% 4.25% 7/26/2024 8,977 8,991 8,980 0.07
Infinite Bidco, LLC (9) L + 3.75% 4.25% 2/24/2028 21,831 21,806 21,797 0.17
Ingram Micro, Inc. (9) L + 3.50% 4.00% 3/31/2028 3,980 3,942 3,986 0.03
98,369 99,224 0.77
Energy Equipment & Services
Abaco Energy Technologies, LLC (4)(11) L + 7.50% (incl. 1.00% PIK) 8.50% 10/4/2024 10,668 10,058 10,482 0.08
EnergySolutions, LLC (11) L + 3.75% 4.75% 5/9/2025 11,270 11,255 11,270 0.09
Tetra Technologies, Inc. (4)(6)(11) L + 6.25% 7.25% 9/10/2025 22,793 21,815 22,793 0.18
43,128 44,544 0.35
Entertainment
CE Intermediate I, LLC (4)(9) L + 4.00% 4.50% 11/10/2028 7,778 7,701 7,729 0.06
Herschend Entertainment Co, LLC (9) L + 3.75% 4.25% 8/27/2028 5,306 5,255 5,306 0.04
Recorded Books, Inc. (8) L + 4.00% 4.10% 8/29/2025 15,615 15,631 15,623 0.12
28,588 28,658 0.22
Food Products
CHG PPC Parent, LLC (9) L + 3.00% 3.50% 11/16/2028 7,339 7,303 7,326 0.06
Quantum Bidco, Ltd. (6)(8) S + 6.00% 6.11% 2/5/2028 £ 18,500 24,474 24,712 0.19
Snacking Investments US, LLC (6)(11) L + 4.00% 5.00% 12/18/2026 4,975 5,005 4,984 0.04
36,782 37,022 0.29
Health Care Equipment & Supplies
CPI Holdco, LLC (4)(7)(10) L + 5.50% 6.25% 11/1/2028 265,496 258,989 258,905 2.01
GCX Corporation Buyer, LLC (4)(7)(10) L + 5.50% 6.25% 9/13/2027 197,505 193,079 192,880 1.50
Mozart Borrower LP (9) L + 3.25% 3.75% 9/20/2028 30,000 29,171 30,027 0.23
Resonetics, LLC (10) L + 4.00% 4.75% 4/28/2028 18,666 18,616 18,689 0.15
Sunshine Luxembourg VII S.à r.l, LLC (6)(10) L + 3.75% 4.50% 10/2/2026 18,726 18,778 18,821 0.15
TecoStar Holdings, Inc. (11) L + 3.50% 4.50% 5/1/2024 20,799 20,703 19,852 0.15
539,336 539,175 4.19
Health Care Providers & Services
ACI Group Holdings, Inc. (4)(7)(10) L + 5.50% 6.25% 8/2/2028 202,967 198,052 199,981 1.56
ADCS Clinics Intermediate Holdings, LLC (4)(7)(11) L + 6.25% 7.25% 5/7/2027 43,521 42,636 42,961 0.33
ADMI Corp. (9) L + 3.50% 4.00% 12/23/2027 15,586 15,514 15,582 0.12
AHP Health Partners, Inc. (9) L + 3.50% 4.00% 8/4/2028 4,725 4,703 4,732 0.04
45
Blackstone Private Credit Fund
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Health Care Providers & Services (continued)
AMGH Holding Corp. (11) L + 4.25% 5.25% 3/14/2025 11,762 11,768 11,735 0.09
Canadian Hospital Specialties Ltd. (4)(6)(7)(11) L + 4.25% 5.25% 4/14/2028 C$ 41,781 32,404 32,351 0.25
CCBlue Bidco, Inc. (4)(7)(10) L + 6.25% 7.00% 12/21/2028 464,809 454,639 454,595 3.54
CHG Healthcare Services, Inc. (9) L + 3.50% 4.00% 9/29/2028 8,978 8,938 8,990 0.07
Covenant Surgical Partners, Inc. (8) L + 4.00% 4.10% 7/1/2026 2,975 2,931 2,946 0.02
Cross Country Healthcare, Inc. (4)(10) L + 5.75% 6.50% 6/8/2027 113,594 111,423 112,458 0.87
DCA Investment Holdings, LLC (4)(7)(10) L + 6.25% 7.00% 3/12/2027 36,706 36,191 36,297 0.28
Epoch Acquisition, Inc. (4)(11) L + 6.75% 7.75% 10/4/2024 29,421 29,421 29,421 0.23
GC EOS Buyer, Inc. (8) L + 4.50% 4.60% 8/1/2025 2,003 1,993 2,003 0.02
Global Medical Response, Inc. (11) L + 4.25% 5.25% 10/2/2025 21,619 21,698 21,560 0.17
Gordian Medical, Inc. (10) L + 6.25% 7.00% 3/29/2027 66,833 64,778 66,554 0.52
Heartland Dental, LLC (8) L + 4.00% 4.10% 4/30/2025 15,057 14,999 15,054 0.12
ICS US Holdings, Inc. (6)(9) L + 5.25% 5.75% 6/8/2028 35,000 33,250 33,250 0.26
Jayhawk Buyer, LLC (4)(11) L + 5.00% 6.00% 10/15/2026 204,293 200,666 202,250 1.57
LifePoint Health, Inc. (8) L + 3.75% 3.85% 11/16/2025 10,000 10,018 10,005 0.08
Midwest Physician Administrative Services, LLC (10) L + 3.25% 4.00% 3/5/2028 6,377 6,350 6,348 0.05
National Mentor Holdings, Inc. (7)(10) L + 3.75% 4.50% 2/18/2028 11,320 11,038 10,943 0.09
Navigator Acquiror, Inc. (4)(7)(9) L + 5.75% 6.25% 7/16/2027 375,002 371,541 373,127 2.90
Odyssey Holding Company, LLC (4)(11) L + 5.75% 6.75% 11/16/2025 68,328 67,902 68,328 0.53
Onex TSG Intermediate Corp. (6)(10) L + 4.75% 5.50% 2/28/2028 15,257 15,044 15,273 0.12
Padagis, LLC (6)(9) L + 4.75% 5.25% 6/30/2028 10,371 10,296 10,338 0.08
Pathway Vet Alliance, LLC (8) L + 3.75% 3.85% 3/31/2027 1,985 1,983 1,981 0.02
PetVet Care Centers, LLC (10) L + 3.50% 4.25% 2/14/2025 31,505 31,530 31,540 0.25
Phoenix Guarantor, Inc. (8) L + 3.25% 3.35% 3/5/2026 4,754 4,759 4,730 0.04
Phoenix Guarantor, Inc. (8) L + 3.50% 3.60% 3/5/2026 8,086 8,086 8,064 0.06
Pluto Acquisition I, Inc. (8) L + 4.00% 4.18% 6/22/2026 398 398 397 0.00
PSKW Intermediate, LLC (4)(11) L + 6.25% 7.25% 3/9/2026 22,106 22,106 22,106 0.17
Radnet, Inc. (6)(10) L + 3.00% 3.75% 4/22/2028 4,912 4,890 4,918 0.04
Reverb Buyer, Inc. (7)(9) L + 3.50% 4.00% 11/1/2028 8,592 8,546 8,594 0.07
Smile Doctors, LLC (4)(7)(10) L + 5.75% 6.50% 12/23/2028 398,136 388,413 388,500 3.02
Snoopy Bidco, Inc. (4)(7)(10) L + 6.00% 6.75% 6/1/2028 396,000 383,095 388,125 3.02
Stepping Stones Healthcare Services, LLC (4)(7)(10) L + 5.75% 6.50% 1/2/2029 132,563 129,011 129,008 1.00
Surgery Centers Holdings, Inc. (6)(10) L + 3.75% 4.50% 8/31/2026 24,744 24,721 24,767 0.19
The GI Alliance Management, LLC (4)(7)(11) L + 6.25% 7.25% 11/4/2024 211,618 208,856 209,542 1.63
TTF Holdings, LLC (4)(10) L + 4.25% 5.00% 3/24/2028 6,551 6,507 6,567 0.05
46
Blackstone Private Credit Fund
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Health Care Providers & Services (continued)
Unified Women's Healthcare, LLC (10) L + 4.25% 5.00% 12/16/2027 20,334 20,333 20,382 0.16
U.S. Anesthesia Partners, Inc. (9) L + 4.25% 4.75% 9/22/2028 29,018 28,878 28,984 0.23
US Oral Surgery Management Holdco, LLC (4)(7)(10) L + 5.50% 6.25% 11/18/2027 131,930 128,607 128,952 1.00
WHCG Purchaser III, Inc. (4)(7)(10) L + 5.75% 6.50% 6/22/2028 86,559 84,384 84,226 0.66
WP CityMD Bidco, LLC (9) L + 3.25% 3.75% 11/18/2028 15,000 14,981 15,012 0.12
3,278,275 3,293,479 25.64
Health Care Technology
athenahealth, Inc. (8) L + 4.25% 4.40% 2/11/2026 19,188 19,298 19,215 0.15
Edifecs, Inc. (4)(10) L + 5.50% 6.25% 9/21/2026 123,323 120,934 120,856 0.94
Edifecs, Inc. (4)(11) L + 7.00% 8.00% 9/21/2026 29,660 29,533 30,549 0.24
FH MD Buyer, Inc. (10) L + 5.00% 5.75% 6/16/2028 47,381 46,937 47,144 0.37
GI Ranger Intermediate, LLC (4)(7)(10) L + 6.00% 6.75% 10/29/2028 117,720 115,039 114,970 0.89
Netsmart Technologies, Inc. (10) L + 4.00% 4.75% 10/1/2027 24,813 24,916 24,900 0.19
NMC Crimson Holdings, Inc. (4)(7)(10) L + 6.00% 6.75% 3/1/2028 71,173 68,879 69,279 0.54
Project Ruby Ultimate Parent Corp. (10) L + 3.25% 4.00% 3/3/2028 8,547 8,507 8,549 0.07
Therapy Brands Holdings, LLC (4)(5)(7)(10) L + 4.00% 4.75% 5/12/2028 6,357 6,328 6,357 0.05
Verscend Holding Corp. (8) L + 4.00% 4.10% 8/27/2025 20,423 20,486 20,443 0.16
Waystar Technologies, Inc. (8) L + 4.00% 4.10% 10/22/2026 23,226 23,299 23,236 0.18
484,157 485,498 3.78
Hotels, Restaurants & Leisure
CEC Entertainment, Inc. (5)(8) 6.75% 6.75% 5/1/2026 79,800 79,780 78,287 0.61
Flynn Restaurant Group LP (9) L + 4.25% 4.75% 12/1/2028 17,789 17,641 17,609 0.14
IRB Holding Corp. (11) L + 3.25% 4.25% 12/15/2027 34,705 34,778 34,753 0.27
Tacala Investment Corp. (10) L + 3.50% 4.25% 2/5/2027 35,473 35,557 35,454 0.28
167,756 166,104 1.30
Household Durables
AI Aqua Merger Sub, Inc. (6)(7)(9) L + 4.00% 4.50% 6/16/2028 16,024 15,984 16,097 0.13
Instant Brands Holdings, Inc. (10) L + 5.00% 5.75% 4/12/2028 81,813 80,711 76,904 0.60
96,694 93,000 0.73
Industrial Conglomerates
Bettcher Industries, Inc. (4)(11) SOFR + 4.00% 4.12% 12/13/2028 11,316 11,203 11,316 0.09
Engineered Machinery Holdings, Inc. (10) L + 3.75% 4.50% 5/19/2028 15,525 15,510 15,510 0.12
Excelitas Technologies Corp. (11) L + 3.50% 4.50% 12/2/2024 22,788 22,813 22,902 0.18
FCG Acquisitions, Inc. (9) L + 3.75% 4.25% 3/16/2028 23,578 23,590 23,549 0.18
Madison Safety & Flow LLC (8) L + 3.75% 4.25% 12/14/2028 5,195 5,169 5,201 0.04
Vertical US Newco, Inc. (6)(9) L + 3.50% 4.00% 7/30/2027 15,650 15,731 15,681 0.12
94,015 94,160 0.73
47
Blackstone Private Credit Fund
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Insurance
Acrisure, LLC (8) L + 3.50% 3.72% 2/15/2027 1,985 1,970 1,966 0.02
Acrisure, LLC (9) L + 3.75% 4.25% 2/15/2027 12,180 12,078 12,180 0.09
Acrisure, LLC (9) L + 4.25% 4.75% 2/15/2027 6,849 6,799 6,858 0.05
Alera Group, Inc. (4)(7)(10) L + 5.50% 6.25% 9/30/2028 70,556 69,671 69,642 0.54
Alliant Holdings Intermediate, LLC (8) L + 3.25% 3.35% 5/9/2025 8,017 8,008 7,947 0.06
Alliant Holdings Intermediate, LLC (9) L + 3.50% 4.00% 10/8/2027 13,351 13,335 13,354 0.10
AssuredPartners, Inc. (9) L + 3.50% 4.00% 2/12/2027 30,484 30,255 30,479 0.24
Baldwin Risk Partners, LLC (6)(9) L + 3.50% 4.00% 10/14/2027 10,448 10,398 10,409 0.08
Benefytt Technologies, Inc. (4)(7)(10) L + 6.00% 6.75% 8/12/2027 94,500 92,464 92,341 0.72
BroadStreet Partners, Inc. (8) L + 3.00% 3.10% 1/27/2027 7,919 7,917 7,831 0.06
Foundation Risk Partners Corp. (4)(7)(10) L + 5.75% 6.50% 10/29/2028 97,144 95,523 95,418 0.74
Galway Borrower, LLC (4)(7)(10) L + 5.25% 6.00% 9/24/2028 238,194 233,541 233,365 1.82
High Street Buyer, Inc. (4)(7)(10) L + 6.00% 6.75% 4/14/2028 92,587 90,757 90,519 0.70
Howden Group Holdings Limited (6)(10) L + 3.25% 4.00% 11/12/2027 14,040 14,011 14,001 0.11
HUB International Limited (10) L + 3.25% 4.00% 4/25/2025 12,595 12,576 12,610 0.10
HUB International Limited (8) L + 2.75% 2.87% 4/25/2025 2,969 2,970 2,939 0.02
Integrity Marketing Acquisition, LLC (4)(7)(10) L + 5.50% 6.25% 8/27/2025 36,854 35,775 36,165 0.28
Integrity Marketing Acquisition, LLC (4)(11) L + 5.75% 6.75% 8/27/2025 39,758 39,280 39,659 0.31
Jones Deslauriers Insurance Management, Inc. (6)(7)(10) C + 4.25% 5.00% 3/28/2028 C$ 81,932 63,941 64,639 0.50
NFP Corp. (8) L + 3.25% 3.35% 2/15/2027 9,525 9,506 9,388 0.07
PGIS Intermediate Holdings, LLC (4)(7)(10) L + 5.50% 6.25% 10/14/2028 64,080 62,478 62,505 0.49
RSC Acquisition, Inc. (4)(5)(6)(7)(10) L + 5.50% 6.25% 10/30/2026 24,096 23,610 24,034 0.19
SG Acquisition, Inc. (4)(9) L + 5.00% 5.50% 1/27/2027 100,946 100,383 100,694 0.78
Tennessee Bidco Limited (4)(5)(6)(7)(8) S + 7.00% 7.05% 8/3/2028 £ 77,545 102,899 101,517 0.79
Tennessee Bidco Limited (4)(6)(8) L + 7.00% 7.15% 8/3/2028 194,958 189,838 189,110 1.47
1,329,987 1,329,568 10.33
Interactive Media & Services
Bungie, Inc. (4)(11) L + 6.25% 7.25% 8/28/2024 2,500 2,500 2,500 0.02
Cengage Learning, Inc. (11) L + 4.75% 5.75% 6/29/2026 18,953 18,758 19,028 0.15
MH Sub I, LLC (11) L + 3.75% 4.75% 9/13/2024 34,088 34,142 34,201 0.27
Project Boost Purchaser, LLC (8) L + 3.50% 3.60% 6/1/2026 990 990 990 0.01
Project Boost Purchaser, LLC (9) L + 3.50% 4.00% 6/1/2026 10,468 10,442 10,481 0.08
SurveyMonkey, Inc. (6)(8) L + 3.75% 3.86% 10/10/2025 6,829 6,823 6,804 0.05
73,656 74,005 0.58
48
Blackstone Private Credit Fund
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Internet & Direct Marketing Retail
Donuts, Inc. (4)(11) L + 6.00% 7.00% 12/29/2026 113,838 111,902 113,268 0.88
Prodege International Holdings, LLC (4)(7)(10) L + 5.75% 6.50% 12/15/2027 491,000 479,825 479,737 3.73
Shutterfly, LLC (4)(10) L + 5.00% 5.75% 9/25/2026 160,969 159,357 159,761 1.24
Wireless Vision, LLC (4)(11) L + 5.50% 6.50% 12/30/2025 22,715 22,715 22,715 0.18
773,799 775,483 6.03
IT Services
Ahead DB Holdings, LLC (5)(10) L + 3.75% 4.50% 10/18/2027 2,596 2,609 2,603 0.02
AI Altius Bidco, Inc. (4)(5)(6)(7)(10) L + 5.50% 6.25% 12/1/2028 144,577 141,353 141,338 1.10
AI Altius Bidco, Inc. (4)(6)(7)(8) 9.75% 9.75% 12/1/2028 21,205 20,571 20,568 0.16
Dcert Buyer, Inc. (8) L + 4.00% 4.10% 10/16/2026 13,244 13,263 13,236 0.10
Endurance International Group Holdings, Inc. (10) L + 3.50% 4.25% 2/10/2028 31,555 31,393 31,333 0.24
Ensono Holdings, LLC (10) L + 4.00% 4.75% 5/19/2028 41,033 40,949 41,054 0.32
Inovalon Holdings, Inc. (4)(7)(10) L + 5.75% 6.50% 11/24/2028 931,793 907,468 907,254 7.06
Park Place Technologies, LLC (4)(11) L + 5.00% 6.00% 11/10/2027 40,362 39,483 40,370 0.31
Razor Holdco, LLC (4)(10) L + 5.75% 6.50% 10/25/2027 191,200 187,495 187,376 1.46
Red River Technology, LLC (4)(7)(11) L + 6.00% 7.00% 5/26/2027 150,822 148,448 145,920 1.14
Sabre GLBL, Inc. (6)(9) L + 3.50% 4.00% 12/17/2027 12,227 12,197 12,089 0.09
TierPoint, LLC (10) L + 3.75% 4.50% 5/6/2026 19,767 19,658 19,800 0.15
Turing Holdco, Inc. (4)(6)(7)(8) L + 6.00% 6.13% 8/3/2028 28,975 30,407 30,009 0.23
Virtusa Corp. (10) L + 3.75% 4.50% 2/11/2028 19,367 19,370 19,452 0.15
1,614,663 1,612,403 12.53
Leisure Products
Alterra Mountain Company (9) L + 3.50% 4.00% 8/17/2028 4,988 5,003 4,988 0.04
Lew's Intermediate Holdings, LLC (4)(10) L + 5.00% 5.75% 1/26/2028 26,202 25,972 26,136 0.20
Lucky Bucks, LLC (6)(10) L + 5.50% 6.25% 7/21/2027 58,000 56,906 57,130 0.44
Recess Holdings, Inc. (11) L + 3.75% 4.75% 9/30/2024 19,824 19,800 19,768 0.15
107,681 108,022 0.83
Life Sciences Tools & Services
Cambrex Corp. (10) L + 3.50% 4.25% 12/4/2026 15,136 15,199 15,169 0.12
Curia Global, Inc. (10) L + 3.75% 4.50% 8/30/2026 32,868 32,900 32,950 0.26
LSCS Holdings, Inc. (9) L + 4.50% 5.00% 12/16/2028 15,748 15,664 15,772 0.12
Maravai Intermediate Holdings, LLC (6)(11) L + 3.75% 4.75% 10/19/2027 1,978 2,000 1,989 0.02
Packaging Coordinators Midco, Inc. (10) L + 3.75% 4.50% 11/30/2027 10,694 10,683 10,707 0.08
76,446 76,588 0.60
49
Blackstone Private Credit Fund
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Machinery
Apex Tool Group, LLC (12) L + 5.50% 6.75% 8/1/2024 70,120 70,206 68,987 0.54
ASP Blade Holdings, Inc. (9) L + 4.00% 4.50% 10/13/2028 5,000 4,973 5,006 0.04
MHE Intermediate Holdings, LLC (4)(5)(7)(11) L + 5.75% 6.75% 7/21/2027 9,912 9,709 9,700 0.08
Phoenix Services Merger Sub, LLC (11) L + 3.75% 4.75% 3/1/2025 5,938 5,917 5,907 0.05
Pro Mach Group, Inc. (7)(11) L + 4.00% 5.00% 8/31/2028 16,527 16,505 16,614 0.13
107,311 106,214 0.84
Marine
Armada Parent, Inc. (4)(7)(10) L + 5.75% 6.50% 10/29/2027 227,250 222,139 221,985 1.73
Media
Altice Financing S.A. (5)(6)(8) 5.75% 5.75% 8/15/2029 994 1,004 986 0.01
Digital Media Solutions, LLC (6)(10) L + 5.00% 5.75% 5/24/2026 32,818 32,093 32,633 0.25
McGraw-Hill Education, Inc. (9) L + 4.75% 5.25% 7/28/2028 28,790 28,514 28,704 0.22
Radiate Holdco, LLC (10) L + 3.25% 4.00% 9/25/2026 27,000 26,934 26,944 0.21
Terrier Media Buyer, Inc. (8) L + 3.50% 3.60% 12/17/2026 4,697 4,697 4,681 0.04
Univision Communications, Inc. (10) L + 3.25% 4.00% 3/15/2026 14,860 14,838 14,912 0.12
108,079 108,860 0.85
Metals & Mining
American Rock Salt Company, LLC (10) L + 4.00% 4.75% 6/4/2028 20,895 20,877 20,869 0.16
SCIH Salt Holdings, Inc. (10) L + 4.00% 4.75% 3/16/2027 29,854 29,802 29,612 0.23
50,679 50,481 0.39
Oil, Gas & Consumable Fuels
Eagle Midstream Canada Finance, Inc. (4)(6)(13) L + 6.25% 7.75% 11/26/2024 36,013 35,593 36,013 0.28
Freeport LNG Investments, LLLP (9) L + 3.50% 4.00% 12/21/2028 4,230 4,190 4,195 0.03
Lucid Energy Group II Borrower, LLC (6)(10) L + 4.25% 5.00% 11/24/2028 14,988 14,839 14,830 0.12
54,622 55,038 0.43
Paper & Forest Products
Profile Products, LLC (4)(7)(10) L + 5.50% 6.25% 11/12/2027 115,420 112,583 112,517 0.88
Pharmaceuticals
ANI Pharmaceuticals, Inc. (6)(10) L + 6.00% 6.75% 4/27/2028 38,680 37,831 38,857 0.30
Jazz Pharmaceuticals, Inc. (6)(9) L + 3.50% 4.00% 4/21/2028 5,985 5,957 6,015 0.05
Sharp Midco, LLC (4)(9) L + 4.00% 4.50% 12/14/2028 5,323 5,309 5,329 0.04
49,097 50,201 0.39
50
Blackstone Private Credit Fund
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Professional Services
ALKU, LLC (4)(10) L + 5.25% 6.00% 3/1/2028 164,239 162,776 163,418 1.27
Aqgen Island Holdings, Inc. (9) L + 3.50% 4.00% 5/20/2028 34,000 33,854 33,915 0.26
Armor Holdco, Inc. (6)(9) L + 4.50% 5.00% 12/11/2028 3,636 3,600 3,653 0.03
Ascend Performance Materials Operations, LLC (10) L + 4.75% 5.50% 8/27/2026 4,962 5,034 4,998 0.04
BMC Acquisition, Inc. (11) L + 5.25% 6.25% 12/28/2024 4,717 4,704 4,699 0.04
BPPH2 Limited (4)(6)(8) S + 6.75% 6.92% 3/2/2028 40,700 54,988 55,653 0.43
Camelot US Acquisition, LLC (5)(6)(11) L + 3.00% 4.00% 10/30/2026 4,950 4,967 4,953 0.04
Cast & Crew Payroll, LLC (8) L + 3.50% 3.60% 2/9/2026 1,985 1,965 1,987 0.02
Cast & Crew Payroll, LLC (9) L + 3.75% 4.25% 12/9/2028 5,000 4,988 5,009 0.04
CFGI Holdings, LLC (4)(6)(7)(10) L + 5.25% 6.00% 11/1/2027 145,825 142,379 142,282 1.11
Claims Automation Intermediate 2, LLC (4)(7)(10) L + 4.75% 5.50% 12/16/2027 45,833 43,702 43,686 0.34
Clearview Buyer, Inc. (4)(7)(10) L + 5.25% 6.00% 8/26/2027 156,053 152,720 152,520 1.19
Deerfield Dakota Holding, LLC (11) L + 3.75% 4.75% 4/9/2027 21,998 22,078 22,051 0.17
Emerald US, Inc. (6)(8) L + 3.25% 3.47% 7/12/2028 3,929 3,925 3,912 0.03
Guidehouse LLP (4)(7)(10) L + 5.50% 6.25% 10/16/2028 1,210,823 1,199,067 1,198,715 9.33
HIG Orca Acquisition Holdings, Inc. (4)(7)(11) L + 6.00% 7.00% 8/17/2027 100,569 98,500 98,282 0.76
IG Investments Holdings, LLC (4)(7)(10) L + 6.00% 6.75% 9/22/2028 596,565 584,680 592,797 4.61
Inmar, Inc. (11) L + 4.00% 5.00% 5/1/2024 16,004 15,992 16,012 0.12
Kaufman Hall & Associates, LLC (4)(7)(10) L + 5.50% 6.25% 12/14/2028 78,000 76,254 76,242 0.59
Kwor Acquisition, Inc. (4)(7)(10) L + 5.25% 6.00% 12/22/2028 89,024 87,530 87,524 0.68
Material Holdings, LLC (4)(7)(10) L + 5.75% 6.50% 8/19/2027 246,741 241,860 241,539 1.88
Minotaur Acquisition, Inc. (8) L + 4.75% 4.85% 3/27/2026 18,566 18,560 18,496 0.14
National Intergovernmental Purchasing Alliance Co. (8) L + 3.50% 3.72% 5/23/2025 5,032 5,010 5,009 0.04
Sherlock Buyer Corp. (4)(7)(8) L + 5.75% 5.75% 12/8/2028 34,551 33,668 33,660 0.26
Trans Union, LLC (9) L + 2.25% 2.75% 12/1/2028 8,119 8,098 8,108 0.06
Trinity Air Consultants Holdings Corp. (4)(7)(10) L + 5.25% 6.00% 6/29/2027 147,943 144,779 144,486 1.12
Trinity Partners Holdings, LLC (4)(7)(10) L + 5.75% 6.50% 12/21/2028 367,966 359,553 359,517 2.80
VT Topco, Inc. (7)(10) L + 3.75% 4.50% 8/1/2025 14,552 14,469 14,556 0.11
West Monroe Partners, LLC (4)(7)(10) L + 5.50% 6.25% 11/8/2028 735,429 721,023 720,229 5.60
4,250,725 4,257,909 33.11
Real Estate Management & Development
Cumming Group, Inc. (4)(7)(11) L + 5.75% 6.75% 5/26/2027 135,721 132,398 135,243 1.05
McCarthy & Stone PLC (5)(6)(8) 7.00% 7.00% 12/16/2025 £ 20,000 28,004 26,936 0.21
Progress Residential PM Holdings, LLC (4)(7)(10) L + 6.25% 7.00% 2/16/2028 70,324 68,756 71,027 0.55
229,158 233,206 1.81
Road & Rail
Gruden Acquisition, Inc. (4)(7)(11) L + 5.25% 6.25% 7/1/2028 78,593 76,447 76,286 0.59
51
Blackstone Private Credit Fund
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Software
2U, Inc. (6)(10) L + 5.75% 6.50% 11/30/2024 76,224 75,188 76,033 0.59
Apex Group Treasury, LLC (6)(9) L + 3.75% 4.25% 7/27/2028 18,393 18,341 18,387 0.14
Apttus Corp. (10) L + 4.25% 5.00% 4/27/2028 13,467 13,475 13,517 0.11
AxiomSL Group, Inc. (4)(7)(11) L + 6.00% 7.00% 12/3/2027 79,013 77,385 77,203 0.60
Belfor Holdings, Inc. (4)(8) L + 3.75% 3.85% 4/6/2026 4,962 4,980 4,974 0.04
Boxer Parent Company, Inc. (8) L + 3.75% 3.97% 10/2/2025 11,997 11,996 11,937 0.09
Brave Parent Holdings, Inc. (8) L + 4.00% 4.10% 4/18/2025 2,977 2,978 2,976 0.02
Byjus Alpha, Inc. (6)(10) L + 5.50% 6.25% 11/5/2026 50,000 49,229 50,729 0.39
Cloudera, Inc. (9) L + 3.75% 4.25% 8/9/2028 23,556 23,328 23,523 0.18
Connatix Buyer, Inc. (4)(7)(10) L + 5.50% 6.25% 7/14/2027 113,154 110,466 110,238 0.86
CoreLogic, Inc. (9) L + 3.50% 4.00% 6/2/2028 14,529 14,480 14,536 0.11
Cornerstone OnDemand, Inc. (9) L + 3.75% 4.25% 10/16/2028 9,836 9,788 9,820 0.08
Delta Topco, Inc. (10) L + 3.75% 4.50% 12/1/2027 22,388 22,475 22,440 0.17
Diligent Corporation (4)(11) L + 5.75% 6.75% 8/4/2025 89,325 88,292 88,655 0.69
ECI Macola Max Holding, LLC (6)(10) L + 3.75% 4.50% 11/9/2027 30,011 30,072 30,063 0.23
EP Purchaser, LLC (9) L + 3.50% 4.00% 11/6/2028 6,947 6,918 6,959 0.05
Epicor Software Corp. (10) L + 3.25% 4.00% 7/30/2027 9,037 9,060 9,041 0.07
Episerver, Inc. (4)(7)(11) L + 5.50% 6.50% 4/9/2026 25,356 24,884 24,765 0.19
Experity, Inc. (4)(7)(10) L + 5.50% 6.25% 7/22/2027 76,743 75,165 75,038 0.58
Flexera Software, LLC (10) L + 3.75% 4.50% 1/26/2028 16,393 16,426 16,425 0.13
GI Consilio Parent, LLC (7)(9) L + 4.00% 4.50% 4/30/2028 19,192 18,478 19,016 0.15
Gigamon Inc. (10) L + 3.75% 4.50% 12/27/2024 22,565 22,603 22,610 0.18
GovernmentJobs.com, Inc. (4)(6)(7)(10) L + 5.50% 6.25% 12/1/2028 145,966 142,065 142,025 1.10
GraphPAD Software, LLC (4)(7)(11) L + 5.50% 6.50% 4/27/2027 35,804 35,270 35,318 0.27
Greeneden U.S. Holdings II, LLC (10) L + 4.00% 4.75% 12/1/2027 34,775 34,908 34,938 0.27
HS Purchaser, LLC (10) L + 4.00% 4.75% 11/19/2026 30,955 30,988 30,909 0.24
Hyland Software, Inc. (10) L + 3.50% 4.25% 7/1/2024 23,314 23,362 23,431 0.18
Idera, Inc. (10) L + 3.75% 4.50% 2/4/2028 41,607 41,506 41,626 0.32
Imperva, Inc. (11) L + 4.00% 5.00% 1/12/2026 19,317 19,404 19,316 0.15
Imprivata, Inc. (9) L + 3.50% 4.00% 12/1/2027 3,980 3,992 3,982 0.03
ION Trading Finance Ltd. (6)(8) L + 4.75% 4.97% 3/26/2028 18,310 18,305 18,381 0.14
Ivanti Software, Inc. (10) L + 4.00% 4.75% 12/1/2027 3,993 3,985 3,979 0.03
Ivanti Software, Inc. (11) L + 4.75% 5.75% 12/1/2027 14,357 14,328 14,397 0.11
LD Lower Holdings, Inc. (4)(7)(11) L + 6.50% 7.50% 2/8/2026 118,976 116,974 117,786 0.92
MA FinanceCom, LLC (6)(11) L + 4.25% 5.25% 6/5/2025 4,936 4,999 5,013 0.04
52
Blackstone Private Credit Fund
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Software (continued)
Mandolin Technology Intermediate Holdings, Inc. (4)(7)(9) L + 3.75% 4.25% 7/6/2028 78,300 77,094 77,018 0.60
Maverick Acquisition, Inc. (4)(5)(7)(11) L + 6.00% 7.00% 6/1/2027 49,180 48,049 48,526 0.38
Maverick Acquisition, Inc. (5)(10) L + 3.75% 4.50% 4/28/2028 17,000 16,922 17,032 0.13
Medallia, Inc. (4)(6)(10) L + 6.75% PIK 7.50% 10/29/2028 677,068 663,808 663,527 5.16
Mic Glen, LLC (9) L + 3.50% 4.00% 7/21/2028 4,011 3,991 3,990 0.03
Mobileum, Inc. (4)(11) L + 4.75% 5.75% 8/12/2024 48,574 48,059 48,387 0.38
Monk Holding Co. (4)(7)(10) L + 5.75% 6.50% 12/1/2027 92,268 89,502 89,533 0.70
MRI Software, LLC (7)(11) L + 5.50% 6.50% 2/10/2026 13,261 13,185 13,244 0.10
Nintex Topco Limited (4)(6)(10) L + 5.75% 6.50% 11/13/2028 655,025 642,181 641,925 4.99
Paya Holdings III, LLC (4)(5)(6)(7)(10) L + 3.25% 4.00% 6/16/2028 9,476 9,314 9,433 0.07
Perforce Software, Inc. (8) L + 3.75% 3.85% 7/1/2026 11,681 11,674 11,608 0.09
Project Alpha Intermediate Holding, Inc. (8) L + 4.00% 4.11% 4/26/2024 23,781 23,846 23,848 0.19
Project Leopard Holdings, Inc. (11) L + 4.75% 5.75% 7/7/2024 25,787 25,843 25,851 0.20
Quest Software US Holdings, Inc. (6)(8) L + 4.25% 4.38% 5/16/2025 26,966 26,950 26,976 0.21
Relativity ODA, LLC (4)(7)(11) L + 7.50% PIK 8.50% 5/12/2027 44,197 43,150 43,460 0.34
Rocket Software, Inc. (8) L + 4.25% 4.35% 11/28/2025 14,840 14,864 14,780 0.11
Rocket Software, Inc. (9) L + 4.25% 4.75% 11/28/2025 8,292 8,106 8,293 0.06
S2P Acquisition Borrower, Inc. (6)(8) L + 4.00% 4.10% 8/14/2026 2,970 2,979 2,971 0.02
Sovos Compliance, LLC (6)(7)(9) L + 4.50% 5.00% 7/29/2028 12,567 12,537 12,623 0.10
SpecialtyCare, Inc. (4)(7)(11) L + 5.75% 6.75% 6/18/2028 69,276 67,114 67,858 0.53
Spitfire Parent, Inc. (4)(7)(11) L + 5.50% 6.50% 3/11/2027 106,399 104,361 105,197 0.82
Spitfire Parent, Inc. (4)(11) L + 5.50% 6.50% 3/11/2027 € 19,403 23,040 21,844 0.17
Stamps.com, Inc. (4)(10) L + 5.75% 6.50% 10/5/2028 860,712 844,090 843,498 6.56
Stamps.com, Inc. (4)(10) L + 5.75% 6.50% 10/5/2028 10,123 9,922 9,921 0.08
Surf Holdings, LLC (6)(8) L + 3.50% 3.69% 3/5/2027 6,445 6,449 6,404 0.05
Tegra118 Wealth Solutions, Inc. (8) L + 4.00% 4.16% 2/18/2027 3,960 3,986 3,967 0.03
The NPD Group L.P. (4)(6)(7)(10) L + 6.00% 6.75% 12/1/2028 694,734 678,130 677,922 5.27
The Ultimate Software Group, Inc. (9) L + 3.25% 3.75% 5/4/2026 26,777 26,777 26,682 0.21
Triple Lift, Inc. (4)(7)(10) L + 5.75% 6.50% 5/6/2028 90,545 88,645 89,354 0.70
University Support Services, LLC (9) L + 3.25% 3.75% 7/17/2025 10,000 9,950 9,972 0.08
Veritas US, Inc. (6)(11) L + 5.00% 6.00% 9/1/2025 21,534 21,699 21,561 0.17
Virgin Pulse, Inc. (10) L + 4.00% 4.75% 4/6/2028 42,447 42,066 41,987 0.33
Vision Solutions, Inc. (10) L + 4.00% 4.75% 3/4/2028 36,178 36,013 36,178 0.28
4,960,390 4,965,354 38.59
53
Blackstone Private Credit Fund
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Specialty Retail
CustomInk, LLC (4)(11) L + 6.21% 7.21% 5/3/2026 36,866 36,233 36,405 0.28
EG America, LLC (6)(9) L + 4.25% 4.75% 3/10/2026 14,993 14,919 15,115 0.12
Petco Health & Wellness Co, Inc. (10) L + 3.25% 4.00% 2/24/2028 4,899 4,887 4,899 0.04
PetSmart, Inc. (5)(10) L + 3.75% 4.50% 2/11/2028 3,287 3,258 3,296 0.03
Runner Buyer, Inc. (10) L + 5.50% 6.25% 10/20/2028 80,000 78,419 79,200 0.62
137,715 138,916 1.09
Technology Hardware, Storage & Peripherals
Deliver Buyer, Inc. (8) L + 5.00% 5.13% 5/1/2024 14,955 14,918 15,001 0.12
Lytx, Inc. (4)(11) L + 6.75% 7.75% 2/28/2026 46,363 46,453 46,132 0.36
61,370 61,133 0.48
Textiles, Apparel & Luxury Goods
Mad Engine Global, LLC (11) L + 7.00% 8.00% 6/30/2027 26,831 26,204 26,429 0.21
S&S Holdings, LLC (9) L + 5.00% 5.50% 3/4/2028 6,507 6,335 6,517 0.05
32,540 32,946 0.26
Trading Companies & Distributors
Foundation Building Materials, Inc. (9) L + 3.25% 3.75% 2/3/2028 4,975 4,956 4,947 0.04
LBM Acquisition, LLC (10) L + 3.75% 4.50% 12/17/2027 34,953 34,839 34,694 0.27
Park River Holdings, Inc. (10) L + 3.25% 4.00% 12/28/2027 35,482 34,625 35,205 0.27
Porcelain Acquisition Corp. (4)(7)(11) L + 6.00% 7.00% 4/30/2027 71,334 68,594 68,732 0.53
Specialty Building Products Holdings, LLC (6)(9) L + 3.75% 4.25% 10/15/2028 10,263 10,213 10,254 0.08
SRS Distribution, Inc. (9) L + 3.75% 4.25% 6/4/2028 28,159 28,044 28,137 0.22
The Cook & Boardman Group, LLC (11) L + 5.75% 6.75% 10/17/2025 68,817 67,235 67,131 0.52
248,506 249,099 1.93
Transportation Infrastructure
AIT Worldwide Logistics Holdings, Inc. (10) L + 4.75% 5.50% 3/31/2028 48,956 48,202 49,018 0.38
Atlas CC Acquisition Corp. (7)(10) L + 4.25% 5.00% 4/28/2028 47,568 45,497 47,581 0.37
Capstone Logistics, LLC (7)(11) L + 4.75% 5.75% 11/12/2027 22,459 22,524 22,511 0.18
First Student Bidco, Inc. (6)(9) L + 3.00% 3.50% 7/21/2028 5,000 4,976 4,985 0.04
Frontline Road Safety, LLC (4)(7)(10) L + 5.75% 6.50% 5/3/2027 136,605 134,176 131,482 1.02
Helix TS, LLC (4)(7)(10) L + 5.75% 6.50% 8/4/2027 108,579 106,542 106,407 0.83
Liquid Tech Solutions Holdings, LLC (4)(10) L + 4.75% 5.50% 3/19/2028 19,288 19,200 19,288 0.15
Roadsafe Holdings, Inc. (4)(7)(11) L + 5.75% 6.75% 10/19/2027 90,519 88,772 89,465 0.70
Safety Borrower Holdings LP (4)(7)(11) L + 5.75% 6.75% 9/1/2027 37,754 37,326 37,301 0.29
Sam Holding Co, Inc. (4)(7)(11) L + 5.50% 6.50% 9/24/2027 153,220 149,468 149,290 1.16
Spireon, Inc. (4)(11) L + 6.50% 7.50% 10/4/2024 42,624 42,624 42,624 0.33
TRP Infrastructure Services, LLC (4)(7)(11) L + 5.50% 6.50% 7/9/2027 73,699 72,223 72,094 0.56
771,529 772,045 6.01
54
Blackstone Private Credit Fund
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
First Lien Debt (continued)
Wireless Telecommunication Services
CCI Buyer, Inc. (10) L + 3.75% 4.50% 12/17/2027 28,831 28,965 28,898 0.22
Total First Lien Debt $ 28,076,107 $ 28,143,451 218.93 %
Second Lien Debt
Aerospace & Defense
Peraton Corp. (10) L + 7.75% 8.50% 2/26/2029 $ 50,000 $ 49,310 $ 50,813 0.40 %
Air Freight & Logistics
The Kenan Advantage Group, Inc. (4)(10) L + 7.25% 8.00% 9/1/2027 33,015 32,355 32,974 0.26
Wwex Uni Topco Holdings, LLC (10) L + 7.00% 7.75% 7/26/2029 33,000 32,544 33,144 0.26
64,898 66,118 0.52
Chemicals
NIC Acquisition Corp. (10) L + 7.75% 8.50% 12/29/2028 31,500 31,081 31,106 0.24
Commercial Services & Supplies
DG Investment Intermediate Holdings 2, Inc. (10) L + 6.75% 7.50% 3/18/2029 29,464 29,331 29,538 0.23
USIC Holdings, Inc. (5)(10) L + 6.50% 7.25% 5/7/2029 6,042 5,984 6,104 0.05
35,314 35,641 0.28
Construction & Engineering
COP Home Services TopCo IV, Inc. (4)(11) L + 8.75% 9.75% 12/31/2028 43,277 42,496 43,277 0.34
Thermostat Purchaser III, Inc. (4)(7)(10) L + 7.25% 8.00% 8/24/2029 32,725 32,215 32,438 0.25
74,711 75,714 0.59
Diversified Consumer Services
Pre-Paid Legal Services, Inc. (9) L + 7.00% 7.50% 12/7/2029 25,000 24,750 24,985 0.19
Health Care Providers & Services
Canadian Hospital Specialties Ltd. (4)(6)(8) 8.50% 8.50% 4/15/2029 C$ 15,800 12,408 12,468 0.10
CD&R Artemis UK Bidco Ltd. (4)(6)(8) S + 7.50% 7.50% 8/19/2029 £ 80,340 101,796 100,908 0.78
Jayhawk Buyer, LLC (4)(11) L + 8.75% 9.75% 10/15/2027 29,372 28,840 29,005 0.23
143,044 142,381 1.11
Industrial Conglomerates
Victory Buyer, LLC (4)(9) L + 7.00% 7.50% 11/1/2029 71,576 70,905 70,860 0.55
Insurance
Jones Deslauriers Insurance Management, Inc. (6)(7)(9) C + 7.50% 8.00% 3/26/2029 C$ 30,259 23,498 24,296 0.19
IT Services
Dcert Buyer, Inc. (8) L + 7.00% 7.10% 2/16/2029 44,277 44,381 44,462 0.35
Inovalon Holdings, Inc. (4)(5)(10) L + 10.50% PIK 11.25% 11/24/2033 82,638 80,180 80,159 0.62
124,562 124,621 0.97
55
Blackstone Private Credit Fund
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
Second Lien Debt (continued)
Life Sciences Tools & Services
Curia Global, Inc. (4)(10) L + 6.50% 7.25% 8/31/2029 83,824 82,217 82,147 0.64
LSCS Holdings, Inc. (9) L + 8.00% 8.50% 11/30/2029 40,000 39,401 39,900 0.31
Phoenix Newco, Inc. (4)(9) L + 6.50% 7.00% 11/15/2029 90,000 88,171 88,200 0.69
209,789 210,247 1.64
Pharmaceuticals
Sharp Midco, LLC (4)(5)(9) L + 7.25% 7.75% 12/31/2029 31,500 30,713 30,713 0.24
Professional Services
Aqgen Island Holdings, Inc. (5)(9) L + 6.50% 7.00% 5/4/2029 28,238 27,969 28,388 0.22
Deerfield Dakota Holding, LLC (10) L + 6.75% 7.50% 4/7/2028 19,650 19,561 20,080 0.16
VT Topco, Inc. (4)(10) L + 6.75% 7.50% 7/31/2026 25,000 24,827 25,125 0.20
72,358 73,593 0.58
Software
Apex Group Treasury, LLC (4)(6)(9) L + 6.75% 7.25% 7/27/2029 20,000 19,809 20,300 0.16
Celestial Saturn Parent, Inc. (9) L + 6.50% 7.00% 4/13/2029 113,488 112,432 114,837 0.89
Cloudera, Inc. (9) L + 6.00% 6.50% 8/9/2029 58,000 57,714 58,145 0.45
HS Purchaser, LLC (10) L + 6.75% 7.50% 11/19/2027 71,000 71,128 71,030 0.55
Idera, Inc. (4)(10) L + 6.75% 7.50% 2/4/2029 30,331 30,229 30,407 0.24
Mandolin Technology Intermediate Holdings, Inc. (4)(9) L + 6.50% 7.00% 7/6/2029 31,950 31,529 31,471 0.24
Maverick Acquisition, Inc. (4)(10) L + 6.75% 7.50% 4/28/2029 17,000 16,922 17,085 0.13
Mic Glen, LLC (9) L + 6.75% 7.25% 6/22/2029 19,000 18,941 19,079 0.15
Proofpoint, Inc. (5)(9) L + 6.25% 6.75% 6/8/2029 95,000 94,541 96,306 0.75
Quest Software US Holdings, Inc. (5)(6)(8) L + 8.25% 8.38% 5/18/2026 11,098 11,103 11,113 0.09
Symphony Technology Group (10) L + 8.25% 9.00% 5/3/2029 81,667 80,397 81,335 0.63
Virgin Pulse, Inc. (4)(10) L + 7.25% 8.00% 3/30/2029 29,000 28,835 28,746 0.22
Vision Solutions, Inc. (5)(10) L + 7.25% 8.00% 3/4/2029 107,950 107,130 108,119 0.84
680,709 687,973 5.34
Trading Companies & Distributors
Icebox Holdco III, Inc. (9) L + 6.75% 7.25% 12/16/2029 22,500 22,275 22,599 0.18
Transportation Infrastructure
Atlas CC Acquisition Corp. (4)(5)(10) L + 7.63% 8.38% 5/25/2029 44,520 43,903 43,852 0.34
Drive Chassis Holdco, LLC (8) L + 6.75% 6.87% 4/10/2026 97,751 97,837 98,362 0.77
141,740 142,214 1.11
Total Second Lien Debt $ 1,799,656 $ 1,813,872 14.11 %
56
Blackstone Private Credit Fund
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
Structured Finance Obligations
522 Funding CLO 2020-6, Ltd. (4)(5)(6)(8) L + 6.50% 6.50% 10/23/2034 $ 3,000 $ 3,000 $ 2,971 0.02 %
AIMCO CLO Series 2015-A (5)(6)(8) L + 6.60% 6.72% 10/17/2034 7,450 7,450 7,441 0.06
Apidos CLO XXXIII (5)(6)(8) L + 6.35% 6.57% 10/24/2034 5,000 4,951 4,972 0.04
Apidos CLO XXXVI, LLC (4)(5)(6)(8) L + 5.95% 6.14% 7/20/2034 8,500 8,500 8,424 0.07
Ares LXI CLO, Ltd. (4)(5)(6)(8) L + 6.25% 6.47% 10/20/2034 7,750 7,750 7,749 0.06
Ares LXII CLO, Ltd. (4)(5)(6)(8) L + 6.50% 6.50% 1/25/2034 9,000 9,000 8,998 0.07
Ares XXVII CLO, Ltd. (5)(6)(8) L + 6.75% 6.88% 10/20/2034 7,000 6,931 6,964 0.05
Balboa Bay Loan Funding 2021-2, Ltd. (4)(5)(6)(8) L + 6.60% 6.77% 1/20/2035 7,000 6,930 6,965 0.05
Barings CLO, Ltd. (4)(5)(6)(8) L + 6.25% 6.41% 7/15/2034 6,000 6,000 5,999 0.05
Barings CLO, Ltd. (4)(5)(6)(8) L + 6.65% 6.65% 1/18/2035 7,200 7,200 7,200 0.06
Benefit Street Partners CLO XXI (4)(5)(6)(8) L + 6.75% 6.92% 7/15/2034 9,500 9,469 9,411 0.07
Carlyle US CLO 2020-1, Ltd. (4)(5)(6)(8) L + 6.25% 6.38% 7/20/2034 7,000 7,000 6,859 0.05
Carval CLO V-C, LTD. (4)(5)(6)(8) L + 6.75% 6.75% 10/15/2034 8,000 7,920 7,920 0.06
CIFC Funding 2019-III, Ltd. (4)(5)(6)(8) L + 6.80% 6.98% 10/16/2034 8,000 8,000 7,991 0.06
Dryden 95 CLO, Ltd. (4)(5)(6)(8) L + 6.15% 6.35% 8/20/2034 8,000 8,000 7,955 0.06
Elmwood CLO III, Ltd. (4)(5)(6)(8) L + 6.50% 6.62% 10/20/2034 3,500 3,500 3,481 0.03
Elmwood CLO VI, Ltd. (5)(6)(8) L + 6.50% 6.62% 10/20/2034 4,000 4,000 3,978 0.03
Flatiron RR CLO 22, LLC (5)(6)(8) L + 6.20% 6.34% 10/15/2034 5,000 5,000 4,957 0.04
Fort Washington CLO 2021-2, Ltd. (4)(5)(6)(8) L + 6.61% 6.81% 10/20/2034 12,000 11,883 11,808 0.09
Galaxy XXV CLO, Ltd. (4)(5)(6)(8) L + 5.95% 6.16% 10/25/2031 4,000 3,943 3,966 0.03
Goldentree Loan Management US Clo 8 Ltd. (4)(5)(6)(8) L + 6.15% 6.32% 10/20/2034 6,200 6,200 6,122 0.05
Gulf Stream Meridian 5, Ltd. (4)(5)(6)(8) L + 6.33% 6.45% 7/15/2034 3,500 3,487 3,475 0.03
Halseypoint Clo 5, Ltd. (4)(5)(6)(8) L + 6.95% 6.95% 1/30/2035 9,500 9,310 9,310 0.07
Jamestown CLO XIV, Ltd. (5)(6)(8) L + 7.20% 7.33% 10/20/2034 10,000 9,802 9,851 0.08
Kayne CLO III, Ltd. (4)(5)(6)(8) L + 6.50% 6.62% 4/15/2032 5,000 5,009 4,998 0.04
Morgan Stanley Eaton Vance Clo 2021-1, Ltd. (5)(6)(8) L + 6.75% 6.90% 10/20/2034 6,500 6,500 6,493 0.05
Neuberger Berman Loan Advisers CLO 38, Ltd. (5)(6)(8) L + 6.25% 6.38% 10/20/2035 11,000 11,000 10,906 0.08
OCP CLO 2021-22, Ltd. (4)(5)(6)(8) L + 6.60% 6.77% 12/2/2034 7,500 7,500 7,500 0.06
Octagon Investment Partners 41, Ltd. (5)(6)(8) L + 7.13% 7.25% 10/15/2033 5,000 4,976 4,988 0.04
Palmer Square CLO 2019-1, Ltd. (4)(5)(6)(8) L + 6.50% 6.50% 11/14/2034 12,000 12,000 12,000 0.09
Post CLO 2021-1, Ltd. (4)(5)(6)(8) L + 6.45% 6.65% 10/15/2034 6,000 6,000 6,000 0.05
PPM CLO 2, Ltd. (4)(5)(6)(8) L + 6.55% 6.67% 4/16/2032 5,000 5,008 4,976 0.04
PPM CLO 4, Ltd. (5)(6)(8) L + 6.50% 6.62% 10/18/2034 8,775 8,775 8,753 0.07
PPM CLO 5, Ltd. (5)(6)(8) L + 6.50% 6.63% 10/18/2034 4,800 4,800 4,788 0.04
Rad CLO 14, Ltd. (4)(5)(6)(8) L + 6.50% 6.50% 1/15/2035 6,750 6,750 6,750 0.05
57
Blackstone Private Credit Fund
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
Structured Finance Obligations (continued)
Rockford Tower CLO 2021-3, Ltd. (5)(6)(8) L + 6.72% 6.85% 10/20/2034 4,000 3,941 3,942 0.03
RR 19, Ltd. (5)(6)(8) L + 6.50% 6.65% 10/15/2035 3,000 3,000 2,985 0.02
Sound Point CLO XXVII, Ltd. (4)(5)(6)(8) L + 6.56% 6.69% 10/25/2034 6,900 6,764 6,672 0.05
Trestles Clo IV, Ltd. (4)(5)(6)(8) L + 6.25% 6.40% 7/21/2034 8,000 8,000 8,000 0.06
Vibrant CLO XII, Ltd. (4)(5)(6)(8) L + 7.11% 7.33% 1/20/2034 2,875 2,849 2,847 0.02
Vibrant CLO XIII, Ltd. (4)(5)(6)(8) L + 7.06% 7.23% 7/15/2034 6,250 6,190 6,202 0.05
Voya CLO 2019-4, Ltd. (4)(5)(6)(8) L + 6.71% 6.71% 1/15/2035 8,250 8,085 8,085 0.06
Voya CLO 2020-2, Ltd. (4)(5)(6)(8) L + 6.40% 6.52% 7/19/2034 5,000 4,901 4,959 0.04
Total Structured Finance Obligations $ 287,275 $ 286,610 2.23 %
Unsecured Debt
IT Services
Endurance International Group Holdings, Inc. (5)(8) 6.00% 6.00% 2/15/2029 $ 6,272 $ 6,061 $ 5,842 0.05 %
Total Unsecured Debt $ 6,061 $ 5,842 0.05 %
Equity
Aerospace & Defense
Corfin Holdco, Inc. - Common Stock (4) 52,143 $ 125 $ 233 0.00 %
Loar Acquisition 13, LLC - Common Units (4) 2,890,586 4,336 4,885 0.04
4,461 5,118 0.04
Air Freight & Logistics
AGI Group Holdings LP - A2 Units (4) 1,674 1,674 1,802 0.01
Mode Holdings, L.P. - Class A-2 Common Units (4) 1,076,923 1,077 1,938 0.02
2,751 3,741 0.03
Distributors
Box Co-Invest Blocker, LLC (4) 3,308,320 3,308 3,308 0.03
Diversified Consumer Services
Cambium Holdings, LLC - Senior Preferred Interests (4) 29,194,330 28,735 33,787 0.26
Deneb Ultimate Topco, LLC - Class A Units (4) 4,060 4,060 4,060 0.03
32,795 37,846 0.29
Diversified Telecommunication Services
Point Broadband Holdings, LLC - Class A Units (4) 12,870 10,915 10,915 0.08
Point Broadband Holdings, LLC - Class B Units (4) 685,760 1,955 1,954 0.02
12,870 12,869 0.10
Health Care Equipment & Supplies
GCX Corporation Group Holdings, L.P. - Class A-2 Units (4) 4,500 4,500 4,500 0.04
58
Blackstone Private Credit Fund
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
Equity (continued)
Health Care Providers & Services
CD&R Artemis Holdco 2 Limited - Preferred Shares (4)(6) 33,000,000 43,662 44,916 0.35
CD&R Ulysses Equity Holdings, L.P. - Common Shares (4)(6) 6,000,000 6,090 6,120 0.05
Jayhawk Holdings, LP - A-1 Common Units (4) 12,472 2,220 3,279 0.03
Jayhawk Holdings, LP - A-2 Common Units (4) 6,716 1,195 1,766 0.01
53,167 56,080 0.44
IT Services
NC Ocala Co-Invest Beta, L.P. - LP Interest (4) 25,687,196 25,687 25,687 0.20
Professional Services
Guidehouse Holding Corp. - Preferred Equity (4) 54,010 52,935 55,230 0.43
OHCP V TC COI, LP. - LP Interest (4) 6,500,000 6,500 6,500 0.05
59,435 61,730 0.48
Software
Connatix Parent, LLC - Class L Common Units (4) 126,136 1,388 1,388 0.01
Lobos Parent, Inc. - Series A Preferred Shares (4)(6) 45,090 43,963 44,327 0.34
Mandolin Technology Holdings, Inc. - Series A Preferred Shares (4) 31,950,000 30,992 32,417 0.25
76,342 78,131 0.60
Transportation Infrastructure
Atlas Intermediate Holding LLC - Preferred Interest (4) 34,238 33,725 35,950 0.28
Frontline Road Safety Investments, LLC - Class A Common Units (4) 41,304 4,363 3,942 0.03
Ncp Helix Holdings, LLC. - Preferred Shares (4) 1,485,282 1,116 1,192 0.01
39,204 41,084 0.32
Total Equity Investments $ 314,520 $ 330,095 2.57 %
Total Investments - non-controlled/non-affiliated $ 30,483,619 $ 30,579,871 237.89 %
Investments — non-controlled/affiliated
Equity
Distributors
GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP) - Class A Common Units (4)(14) $ 583 $ 1,614 0.01 %
Total Equity $ 583 $ 1,614 0.01 %
Total Investments — non-controlled/affiliated $ 583 $ 1,614 0.01 %
59
Blackstone Private Credit Fund
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(Unaudited)
Investments (1) Reference Rate and Spread Interest Rate (2) Maturity Date Par Amount/Units Cost (3) Fair Value Percentage of Net Assets
Investments—controlled/affiliated
Equity
Diversified Financial Services
Specialty Lending Company LLC - LLC Interest (4)(5)(6) $ 212,400 $ 212,400 1.65 %
Specialty Retail
GSO DL CoInvest CI LP (CustomInk, LLC) - Series A Preferred Units (4)(14) 1,421 1,809 0.01
Total Equity $ 213,821 $ 214,209 1.66 %
Total Investments — controlled/affiliated $ 213,821 $ 214,209 1.66 %
Total Investment Portfolio $ 30,698,023 $ 30,795,693 239.57 %
Cash and Cash Equivalents
Other Cash and Cash Equivalents $ 617,986 $ 617,986 4.81 %
Total Portfolio Investments, Cash and Cash Equivalents $ 31,316,009 $ 31,413,679 244.38 %
(1)Unless otherwise indicated, issuers of debt and equity investments held by the Company are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. The total par amount is presented for debt investments and the number of shares or units owned is presented for equity investments. Each of the Company’s investments is pledged as collateral, under one or more of its credit facilities unless otherwise indicated.
(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either L, CDOR or C, SONIA or S, Euribor or E, SOFR, or an alternate base rate (commonly based on the F or the P), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2021. Variable rate loans typically include an interest reference rate floor feature. As of December 31, 2021, 92.8% of the debt portfolio at fair value had an interest rate floor above zero.
(3)The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with U.S. GAAP.
(4)These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board (see Note 2 and Note 5), pursuant to the Company’s valuation policy.
(5)These debt investments are not pledged as collateral under any of the Company's credit facilities. For other debt investments that are pledged to the Company's credit facilities, a single investment may be divided into parts that are individually pledged as collateral to separate credit facilities. Any other debt investments listed above are pledged to financing facilities or CLOs and are not available to satisfy the creditors of the Company.
(6)The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2021, non-qualifying assets represented 18.9% of total assets as calculated in accordance with regulatory requirements.
(7)Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments (all commitments are first lien, unless otherwise noted):
Investments—non-controlled/non-affiliated Commitment Type Commitment
Expiration Date Unfunded
Commitment Fair
Value
First and Second Lien Debt
ACI Group Holdings, Inc. Delayed Draw Term Loan 8/2/2023 $ 74,169 $ —
ACI Group Holdings, Inc. Revolver 8/2/2027 21,482 (215)
ADCS Clinics Intermediate Holdings, LLC Delayed Draw Term Loan 5/7/2023 4,642 —
ADCS Clinics Intermediate Holdings, LLC Revolver 5/7/2027 3,902 (78)
AI Altius Bidco, Inc. Delayed Draw Term Loan 12/21/2023 34,698 (347)
AI Aqua Merger Sub, Inc. Delayed Draw Term Loan 12/13/2023 2,003 —
Albireo Energy, LLC Delayed Draw Term Loan 6/23/2022 11,026 —
Alera Group, Inc. Delayed Draw Term Loan 9/30/2028 41,129 —
Armada Parent, Inc. Delayed Draw Term Loan 10/29/2023 22,500 (225)
Armada Parent, Inc. Revolver 10/29/2027 24,750 —
Ascend Buyer, LLC Revolver 9/30/2027 6,467 —
60
Blackstone Private Credit Fund
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(Unaudited)
Investments—non-controlled/non-affiliated Commitment Type Commitment
Expiration Date Unfunded
Commitment Fair
Value
First and Second Lien Debt (continued)
Atlas CC Acquisition Corp. Delayed Draw Term Loan 5/26/2026 14,403 —
Atlas CC Acquisition Corp. Revolver 5/26/2026 18,518 —
AxiomSL Group, Inc. Delayed Draw Term Loan 12/3/2027 5,478 (110)
AxiomSL Group, Inc. Revolver 12/3/2025 5,983 (120)
Barbri , Inc. Delayed Draw Term Loan 4/28/2023 22,662 —
Bazaarvoice, Inc. Delayed Draw Term Loan 11/7/2022 57,432 —
Bazaarvoice, Inc. Revolver 5/7/2026 42,994 —
Benefytt Technologies, Inc. Delayed Draw Term Loan 8/12/2023 26,865 (269)
Cambium Learning Group, Inc. Revolver 7/20/2028 101,715 —
Canadian Hospital Specialties Ltd. Delayed Draw Term Loan 4/14/2023 8,795 (166)
Canadian Hospital Specialties Ltd. Revolver 4/14/2027 3,581 —
Capstone Logistics, LLC Delayed Draw Term Loan 11/12/2027 1,350 —
CCBlue Bidco, Inc. Delayed Draw Term Loan 12/21/2023 91,739 (917)
CFGI Holdings, LLC Delayed Draw Term Loan 11/2/2027 22,800 (228)
CFGI Holdings, LLC Revolver 11/2/2027 19,950 (399)
Claims Automation Intermediate 2, LLC Delayed Draw Term Loan 12/16/2027 68,521 (685)
Claims Automation Intermediate 2, LLC Revolver 12/16/2027 27,271 (545)
Clearview Buyer, Inc. Delayed Draw Term Loan 8/26/2024 33,015 —
Clearview Buyer, Inc. Revolver 2/26/2027 4,043 —
Connatix Buyer, Inc. Delayed Draw Term Loan 7/14/2023 32,700 (327)
Connatix Buyer, Inc. Revolver 7/14/2027 16,294 —
COP Home Services TopCo IV, Inc. Revolver 12/31/2025 7,664 —
Corfin Holdings, Inc. Delayed Draw Term Loan 3/27/2022 40,892 —
CPI Holdco, LLC Delayed Draw Term Loan 5/1/2023 78,721 —
CPI Holdco, LLC Revolver 11/1/2026 28,928 (579)
Cumming Group, Inc. Delayed Draw Term Loan 5/26/2027 51,930 (478)
Cumming Group, Inc. Revolver 5/26/2027 21,499 —
DCA Investment Holdings, LLC Delayed Draw Term Loan 3/12/2023 5,850 —
Dominion Colour Corporation Delayed Draw Term Loan 5/6/2027 7,649 —
Emergency Power Holdings, LLC Delayed Draw Term Loan 8/17/2023 56,100 —
Engineered Stone Group Holdings III Ltd. Delayed Draw Term Loan 11/22/2023 114,384 —
Episerver, Inc. Delayed Draw Term Loan 4/9/2026 10,185 (153)
Episerver, Inc. Revolver 4/9/2026 3,833 (57)
Experity, Inc. Revolver 7/22/2027 8,532 (171)
Fencing Supply Group Acquisition, LLC Delayed Draw Term Loan 2/26/2023 57,125 —
Foundation Risk Partners Corp. Delayed Draw Term Loan 10/29/2023 8,430 —
Foundation Risk Partners Corp. Revolver 10/29/2027 9,529 (143)
Frontline Road Safety, LLC - A Delayed Draw Term Loan 5/3/2027 5,129 —
Frontline Road Safety, LLC - B Delayed Draw Term Loan 5/3/2022 39,526 —
Galway Borrower, LLC Delayed Draw Term Loan 9/30/2023 3,958 —
Galway Borrower, LLC Revolver 9/30/2027 2,113 (42)
GCX Corporation Buyer, LLC Delayed Draw Term Loan 9/13/2023 67,500 —
Genuine Cable Group, LLC Delayed Draw Term Loan 5/1/2023 5,911 —
GI Consilio Parent, LLC Revolver 5/14/2026 6,300 —
GI Ranger Intermediate, LLC Delayed Draw Term Loan 10/29/2023 18,000 (180)
GI Ranger Intermediate, LLC Revolver 10/29/2027 10,800 (216)
Go Car Wash Management Corp. Delayed Draw Term Loan 8/31/2023 50,861 —
GovernmentJobs.com, Inc. Delayed Draw Term Loan 11/30/2023 62,600 —
61
Blackstone Private Credit Fund
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(Unaudited)
Investments—non-controlled/non-affiliated Commitment Type Commitment
Expiration Date Unfunded
Commitment Fair
Value
First and Second Lien Debt (continued)
GovernmentJobs.com, Inc. Revolver 11/30/2027 19,764 (395)
GraphPAD Software, LLC Delayed Draw Term Loan 4/27/2027 8,571 (86)
GraphPAD Software, LLC Revolver 4/27/2027 2,832 —
Great Day Improvements, LLC Revolver 12/28/2027 38,271 (765)
Gruden Acquisition, Inc. Delayed Draw Term Loan 7/1/2023 10,283 —
Gruden Acquisition, Inc. Revolver 7/1/2026 9,000 (225)
Guidehouse LLP Revolver 10/15/2027 95,825 —
Helix TS, LLC Delayed Draw Term Loan 8/3/2023 49,261 —
HIG Orca Acquisition Holdings, Inc. Delayed Draw Term Loan 8/17/2023 18,629 (186)
HIG Orca Acquisition Holdings, Inc. Revolver 8/17/2027 4,442 —
High Street Buyer, Inc. Delayed Draw Term Loan 4/16/2028 6,636 —
High Street Buyer, Inc. Revolver 4/16/2027 4,186 (84)
IG Investments Holdings, LLC Revolver 9/22/2027 22,414 —
Inovalon Holdings, Inc Delayed Draw Term Loan 6/24/2024 99,544 (1,244)
Integrity Marketing Acquisition, LLC Delayed Draw Term Loan 8/27/2025 7,318 —
Integrity Marketing Acquisition, LLC Delayed Draw Term Loan 7/9/2023 73,250 (549)
Java Buyer, Inc. Delayed Draw Term Loan 12/15/2023 94,266 (943)
Java Buyer, Inc. Revolver 12/15/2027 27,134 (543)
Jones Deslauriers Insurance Management, Inc. Delayed Draw Term Loan 3/28/2022 12,385 —
Jones Deslauriers Insurance Management, Inc. (2nd Lien) Delayed Draw Term Loan 3/28/2022 1,943 —
Kaufman Hall & Associates, LLC Delayed Draw Term Loan 12/14/2023 19,840 (198)
Knowledge Pro Buyer, Inc. Delayed Draw Term Loan 12/10/2023 18,452 (185)
Knowledge Pro Buyer, Inc. Revolver 12/10/2027 6,824 —
KPSKY Acquisition, Inc. Delayed Draw Term Loan 10/19/2023 10,688 —
Kwor Acquisition, Inc. Revolver 12/22/2027 10,976 —
L&S Mechanical Acquisition, LLC Delayed Draw Term Loan 9/1/2022 36,794 —
LD Lower Holdings, Inc. Delayed Draw Term Loan 2/8/2023 19,979 —
Linquest Corp. Delayed Draw Term Loan 1/27/2023 44,775 (448)
Mandolin Technology Intermediate Holdings, Inc. Revolver 7/30/2026 10,800 (108)
Marcone Yellowstone Buyer, Inc. Delayed Draw Term Loan 6/23/2028 26,764 —
Material Holdings, LLC Delayed Draw Term Loan 8/19/2023 31,793 —
Material Holdings, LLC Revolver 8/17/2027 13,353 —
Maverick Acquisition, Inc. Delayed Draw Term Loan 6/1/2023 16,185 —
Metis Buyer, Inc. Revolver 5/4/2026 4,725 —
MHE Intermediate Holdings, LLC Delayed Draw Term Loan 7/21/2023 509 —
MHE Intermediate Holdings, LLC Revolver 7/21/2027 804 (16)
Mobileum, Inc. Delayed Draw Term Loan 8/12/2024 26,377 —
Monk Holding Co. Delayed Draw Term Loan 12/1/2023 42,074 —
MRI Software, LLC Delayed Draw Term Loan 2/10/2026 8,316 —
MRI Software, LLC Revolver 2/10/2026 673 —
National Mentor Holdings, Inc. Delayed Draw Term Loan 2/18/2028 777 —
Navigator Acquiror, Inc. Delayed Draw Term Loan 7/16/2023 122,548 —
NDC Acquisition Corp. Revolver 3/9/2027 3,211 —
New Arclin US Holding Corp. Delayed Draw Term Loan 3/30/2023 2,950 —
NMC Crimson Holdings, Inc. Delayed Draw Term Loan 3/1/2023 31,400 (471)
Onex Baltimore Buyer, Inc. Delayed Draw Term Loan 12/1/2023 30,494 —
Paya Holdings III, LLC Revolver 6/16/2028 3,375 —
Peak Utility Services Group, Inc. Delayed Draw Term Loan 12/6/2028 7,200 —
62
Blackstone Private Credit Fund
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(Unaudited)
Investments—non-controlled/non-affiliated Commitment Type Commitment
Expiration Date Unfunded
Commitment Fair
Value
First and Second Lien Debt (continued)
PGIS Intermediate Holdings, LLC Delayed Draw Term Loan 10/16/2028 24,646 (246)
PGIS Intermediate Holdings, LLC Revolver 10/16/2028 6,274 (47)
Point Broadband Acquisition, LLC Delayed Draw Term Loan 10/1/2023 73,003 (913)
Porcelain Acquisition Corp. Delayed Draw Term Loan 4/30/2022 33,940 (997)
Pro Mach Group, Inc. Delayed Draw Term Loan 8/31/2028 2,079 —
Prodege International Holdings, LLC Delayed Draw Term Loan 12/15/2022 144,262 (1,443)
Profile Products, LLC Delayed Draw Term Loan 11/12/2027 25,460 —
Profile Products, LLC Revolver 11/12/2027 16,973 (339)
Progress Residential PM Holdings, LLC Delayed Draw Term Loan 2/16/2022 16,623 —
Qualus Power Services Corp. Delayed Draw Term Loan 3/26/2023 9,016 —
R1 Holdings, LLC Delayed Draw Term Loan 4/19/2022 5,686 —
Radwell International, LLC Delayed Draw Term Loan 7/13/2023 29,219 —
Radwell International, LLC Revolver 7/13/2027 34,375 —
Red River Technology, LLC Delayed Draw Term Loan 5/26/2023 47,832 —
Relativity ODA, LLC Revolver 5/12/2027 4,937 (74)
Relay Purchaser, LLC Revolver 8/30/2026 28,571 (286)
Reverb Buyer, Inc. Delayed Draw Term Loan 11/1/2028 1,637 —
Roadsafe Holdings, Inc. Delayed Draw Term Loan 10/19/2022 14,867 —
RSC Acquisition, Inc. Delayed Draw Term Loan 10/30/2026 25,904 —
RWL Holdings, LLC Delayed Draw Term Loan 12/1/2027 58,064 (581)
Safety Borrower Holdings LP Delayed Draw Term Loan 9/1/2022 8,390 —
Safety Borrower Holdings LP Revolver 9/1/2027 3,356 (34)
Sam Holding Co, Inc. Delayed Draw Term Loan 9/24/2023 44,400 —
Sam Holding Co, Inc. Revolver 3/24/2027 24,000 (480)
SEKO Global Logistics Network, LLC Delayed Draw Term Loan 12/30/2022 15,200 (228)
SEKO Global Logistics Network, LLC Revolver 12/30/2026 4,080 —
SelectQuote, Inc. Delayed Draw Term Loan 11/5/2024 58,933 —
Sherlock Buyer Corp. Delayed Draw Term Loan 12/1/2028 11,177 (112)
Sherlock Buyer Corp. Revolver 12/8/2027 4,445 —
Smile Doctors, LLC Delayed Draw Term Loan 12/21/2023 68,380 —
Smile Doctors, LLC Revolver 12/21/2027 49,461 —
Snoopy Bidco, Inc. Delayed Draw Term Loan 6/1/2023 129,000 —
Sovos Compliance, LLC Delayed Draw Term Loan 8/11/2028 2,170 —
SpecialtyCare, Inc. Delayed Draw Term Loan 6/18/2023 7,139 (18)
SpecialtyCare, Inc. Revolver 6/18/2026 5,935 —
Spitfire Parent, Inc. Delayed Draw Term Loan 9/4/2022 13,833 —
Stepping Stones Healthcare Services, LLC Delayed Draw Term Loan 12/30/2023 45,312 (453)
Stepping Stones Healthcare Services, LLC Revolver 12/30/2026 22,501 (450)
Tailwind Colony Holding Corporation Delayed Draw Term Loan 2/10/2022 6,519 —
Tennessee Bidco Limited Delayed Draw Term Loan 8/3/2028 102,901 —
The Action Environmental Group, Inc Delayed Draw Term Loan 1/16/2026 8,518 —
The GI Alliance Management, LLC Delayed Draw Term Loan 2/5/2023 65,222 —
The NPD Group L.P. Revolver 12/1/2027 52,471 (487)
Therapy Brands Holdings, LLC Delayed Draw Term Loan 5/18/2028 1,627 —
Thermostat Purchaser III, Inc. Delayed Draw Term Loan 8/31/2028 7,481 —
Thermostat Purchaser III, Inc. Revolver 8/31/2026 8,125 —
Thermostat Purchaser III, Inc. (2nd Lien) Delayed Draw Term Loan 8/31/2023 5,600 —
Trident TPI Holdings, Inc. Delayed Draw Term Loan 9/15/2028 597 —
63
Blackstone Private Credit Fund
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(Unaudited)
Investments—non-controlled/non-affiliated Commitment Type Commitment
Expiration Date Unfunded
Commitment Fair
Value
First and Second Lien Debt (continued)
Trinity Air Consultants Holdings Corp. Delayed Draw Term Loan 6/29/2023 44,729 —
Trinity Air Consultants Holdings Corp. Revolver 6/29/2027 2,556 —
Trinity Partners Holdings, LLC Delayed Draw Term Loan 12/21/2023 109,037 (1,090)
Triple Lift, Inc. Revolver 5/6/2028 14,295 (286)
TRP Infrastructure Services, LLC Delayed Draw Term Loan 1/9/2023 13,187 (132)
Turing Holdco, Inc. Delayed Draw Term Loan 8/3/2028 13,977 —
US Oral Surgery Management Holdco, LLC Delayed Draw Term Loan 1/7/2022 49,353 —
US Oral Surgery Management Holdco, LLC Revolver 11/18/2027 12,932 (259)
West Monroe Partners, LLC Delayed Draw Term Loan 11/9/2023 188,572 —
West Monroe Partners, LLC Revolver 11/9/2027 70,714 —
VT Topco, Inc. Delayed Draw Term Loan 8/1/2025 2,553 —
WHCG Purchaser III, Inc. Delayed Draw Term Loan 6/22/2023 37,932 —
WHCG Purchaser III, Inc. Revolver 6/22/2026 12,486 (250)
Specialty Lending Company LLC LLC Interest 102,600 —
Total Unfunded Commitments $ 4,870,500 $ (22,301)
(8)There are no interest rate floors on these investments.
(9)The interest rate floor on these investments as of December 31, 2021 was 0.50%.
(10)The interest rate floor on these investments as of December 31, 2021 was 0.75%.
(11)The interest rate floor on these investments as of December 31, 2021 was 1.00%.
(12)The interest rate floor on these investments as of December 31, 2021 was 1.25%.
(13)The interest rate floor on these investments as of December 31, 2021 was 1.50%.
(14)Under the 1940 Act, the Company is deemed to “control” a portfolio company if the Company owns more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. Under the 1940 Act, the Company is deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2021, the Company’s controlled/affiliated and non-controlled/affiliated investments were as follows:
Fair value
as of January 7, 2021 (commencement of operations) Gross Additions Gross Reductions Change in Unrealized Gains (Losses) Fair value
as of December 31, 2021 Dividend and Interest Income
Non-Controlled/Affiliated Investments
GSO DL Co-Invest EIS LP $ — $ 583 $ — $ 1,031 $ 1,614 $ —
Controlled/Affiliated Investments
Specialty Lending Company LLC — 212,400 — — 212,400 1,800
GSO DL Co-Invest CI LP — 1,421 — 388 1,809 —
Total $ — $ 214,404 $ — $ 1,419 $ 215,823 $ 1,800
ADDITIONAL INFORMATION

Foreign currency forward contracts
Counterparty Currency Purchased Currency Sold Settlement Date Unrealized Appreciation (Depreciation)
Goldman Sachs Bank USA U.S. Dollar 423 million Euro 374 million 2/22/2022 $ 1,505

The accompanying notes are an integral part of these consolidated financial statements.
64

Blackstone Private Credit Fund

Notes to Consolidated Financial ~~Statement~~

Statements

(Unaudited)

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

Note 1. Organization

Blackstone Private Credit Fund (“(together with its consolidated subsidiaries “BCRED” or the “Company”), is a Delaware statutory trust formed on February 11, 2020. The Company was formed to invest primarily ~~to originate~~in originated loans and other securities, including broadly syndicated loans, of private ~~middle market~~ U.S. companies. The Company is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company is externally managed by ~~GSO Asset Management~~Blackstone Credit BDC Advisors LLC (the “Adviser”). The Adviser is an affiliate of ~~GSO Capital Partners~~Blackstone Alternative Credit Advisors LP (the “Administrator” and, collectively with its affiliates in the credit-focused business of ~~The~~ Blackstone ~~Group~~ Inc. (“Blackstone”), “~~GSO~~Blackstone Credit,” which, for the avoidance of doubt, excludes Harvest Fund ~~Advisors~~Advisers LLC and Blackstone Insurance Solutions)~~, the credit-focused business of The Blackstone Group Inc. (“~~~~Blackstone~~”). The Company ~~intends to elect~~has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually thereafter, as a regulated investment company (“RIC”) as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). ~~As of September 30, 2020, the Company had not commenced its investing activities.~~

The Company’s investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. Under normal circumstances, the Company will invest at least 80% of its total assets (net assets plus borrowings for investment purposes) in private credit investments (loans, bonds and other credit instruments that are issued in private offerings or issued by private companies). ~~Once the Company has invested a substantial amount of proceeds from the offering, under~~Under normal circumstances, the Company expects that the majority of its portfolio will be in privately originated and privately negotiated investments, predominantly direct lending to U.S. ~~middle market~~ companies through (i) first lien senior secured and unitranche loans ~~(generally with total investment sizes less than $300 million, which criteria may change from time to time)~~ and (ii) second lien, unsecured, subordinated or mezzanine loans and structured credit, ~~(generally with total investment sizes less than $100 million, which criteria may change from time to time),~~ as well as broadly syndicated loans (for which the Company may serve as an anchor investor), club deals (generally investments made by a small group of investment firms) and other debt and equity securities (the investments described in this sentence, collectively, “Private ~~Credit~~”Credit”). To a lesser extent, the Company ~~will~~may also dynamically invest in publicly traded securities of large corporate issuers (“(“Opportunistic ~~Credit~~”Credit”). The Company expects that the Opportunistic Credit investments will generally be liquid, and may be used for the purposes of maintaining liquidity for the Company’s share repurchase program and cash management, while also presenting an opportunity for attractive investment returns.

The Company ~~intends to offer~~offers on a continuous basis up to ~~$5.0~~$36.5 billion of common shares of beneficial interest pursuant to an offering registered with the Securities and Exchange ~~Commission.~~Commission (“SEC”). The Company ~~expects to offer~~offers to sell any combination of three classes of common shares, Class S shares, Class D shares and Class I shares, with a dollar value up to the maximum offering amount. The share classes have different ongoing shareholder servicing and/or distribution fees. ~~Until the release of proceeds from escrow, the per share~~The initial purchase price for the common shares ~~in the primary offering will be~~of beneficial interest was $25.00 per share. Thereafter, the purchase price per share for each class of common shares ~~will equal~~equals the net asset value (“~~NAV~~”(“NAV”) per share, as of the effective date of the monthly share purchase date. Blackstone Securities Partners L.P. (the “Intermediary ~~Manager~~”Manager”) will use its best efforts to sell shares, but is not obligated to purchase or sell any specific amount of shares in the offering.

The Company ~~will accept~~also engages in private offerings of its common shares.

The Company accepted purchase orders and ~~hold~~held investors’ funds in an interest-bearing escrow account until the Company ~~receives~~received purchase orders for at least $100.0 million, excluding shares purchased by the Adviser, its affiliates and trustees and officers, in any combination of purchases of Class S shares, Class D shares and Class I shares, and the Company’s Board of Trustees (the “Board”) ~~has~~ authorized the release of funds in the escrow account.

~~On August 18, 2020, an affiliate~~ As of January 7, 2021, the ~~Adviser purchased 60 shares of~~Company had satisfied the minimum offering requirement and commenced its operations after the Company’s Board had authorized the release of proceeds from escrow. As of such date, the Company issued and sold 32,560,141 shares (consisting of 2,750,840 Class S shares, and 29,809,301 Class I shares at an offering price of ~~beneficial interest at~~ $25.00 per ~~share.~~

share; no Class D shares were issued or sold as of such date), and the escrow agent released net proceeds of approximately $814.0 million to the Company as payment for such shares.

References to the six months ended June 30, 2021 represent the period from January 7, 2021 (commencement of operations) to June 30, 2021.

Note 2. Significant Accounting Policies

Basis of Presentation

The consolidated financial ~~statement has~~statements have been prepared on the accrual basis of accounting in accordance with U.S. GAAP. As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”). U.S. GAAP for an investment company requires investments to be recorded at fair value.

The interim consolidated financial statements have been prepared in accordance with ~~accounting principles generally accepted in the United States of America. The Company is considered an investment company under~~ U.S. GAAP for interim financial information and ~~follows~~pursuant to the ~~accounting~~requirements for reporting on Form 10-Q and ~~reporting guidance applicable to investment companies~~Article 6 and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the ~~Financial Accounting Standards Board Accounting Standards Codification Topic 946.~~opinion of management, all adjustments considered necessary for the fair presentation of financial statements for the interim period presented, have been included. The ~~Company’s first~~current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ~~will end on~~ending December 31, ~~2020.~~

2022.

All intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of ~~the~~consolidated financial ~~statement~~statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial ~~statement.~~statements. Such ~~estimates~~amounts could differ from those estimates and such differences could be material.

Assumptions and estimates regarding the valuation of investments involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements. Actual results may ultimately differ from those estimates.

Consolidation

As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company.

As of June 30, 2022, the Company's consolidated subsidiaries were BCRED Bard Peak Funding, LLC (“Bard Peak Funding”), BCRED Castle Peak Funding LLC (“Castle Peak Funding”), BCRED Denali Peak Funding LLC (“Denali Peak Funding”), BCRED Maroon Peak Funding LLC (“Maroon Peak Funding”), BCRED Twin Peaks LLC (“Twin Peaks”), BCRED Summit Peak Funding LLC (“Summit Peak Funding”), BCRED Bushnell Peak Funding LLC (“Bushnell Peak Funding”), BCRED Middle Peak Funding LLC (“Middle Peak Funding”) BCRED Granite Peak Funding LLC (“Granite Peak Funding”), BCRED Bison Peak Funding LLC (“Bison Peak Funding”), BCRED Blanca Peak Funding LLC (“Blanca Peak Funding”), BCRED Windom Peak Funding LLC (“Windom Peak Funding”), BCRED Monarch Peak Funding LLC (“Monarch Peak Funding”), Borah Peak Funding Facility LLC (“Borah Peak Funding”), BCRED Investments LLC, BCRED X Holdings LLC, BCRED BSL CLO 2021-1, LLC, BCRED BSL CLO 2021-2, LLC, and BCRED MML CLO 2021-1 LLC.

Cash and Cash Equivalents

and Restricted Cash

Cash and cash equivalents consist of demand deposits and highly liquid investments, ~~(e.g.~~such as money market funds, ~~U.S. treasury notes)~~ with original maturities of three months or less. Cash and cash equivalents are carried at cost, which approximates fair value. The Company deposits its cash and cash equivalents with financial institutions and, at times, may exceed the Federal Deposit Insurance Corporation insured limit.

Restricted cash and cash equivalents and restricted foreign currencies include amounts that are collected and are held by trustees who have been appointed as custodians of the assets securing certain of the Company’s financing transactions. Restricted cash and cash equivalents and restricted foreign currencies are held by the trustees for payment of interest expense and principal on the outstanding borrowings or reinvestment into new assets.

Investments

Investment transactions are recorded on a trade date basis. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.

The Company is required to report its investments for which current market values are not readily available at fair value. The Company values its investments in accordance with ASC 820, Fair Value Measurements(“ASC 820”), which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. ASC 820 prioritizes the use of observable market prices derived from such prices over entity-specific inputs. Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See “– Note 5. Fair Value Measurements.”
Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. The Company utilizes mid-market pricing (i.e., mid-point of average bid and ask prices) to value these investments. These market quotations are obtained from independent pricing services, if available, and otherwise from at least two principal market makers or primary market dealers. To assess the continuing appropriateness of pricing sources and methodologies, the Adviser regularly performs price verification procedures and issues challenges, as necessary, to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. The Adviser does not adjust the prices unless it has a reason to believe market quotations are not reflective of the fair value of an investment. Examples of events that would cause market quotations to not reflect fair value could include cases when a security trades infrequently or not at all, causing a quoted purchase or sale price to become stale, or in the event of a “fire sale” by a distressed seller. All price overrides require approval from the Board.
Where prices or inputs are not available or, in the judgment of the Board, not reliable, valuation techniques based on the facts and circumstances of the particular investment will be utilized. Securities that are not publicly traded or for which market prices are not readily available are valued at fair value as determined in good faith by the Board, based on, among other things, the input of the Adviser, the Audit Committee of the Board (the “Audit Committee”) and independent valuation firms engaged on the recommendation of the Adviser and at the direction of the Board. These valuation approaches involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments’ complexity.
With respect to the quarterly valuation of investments, the Company’s Board undertake a multi-step valuation process each quarter in connection with determining the fair value of our investments for which reliable market quotations are not readily available as of the last calendar day of each quarter, which includes, among other procedures, the following:
•The valuation process begins with each investment being preliminarily valued by the Adviser’s valuation team in conjunction with the Adviser’s investment professionals responsible for each portfolio investment;
•In addition, independent valuation firms engaged by the Board prepare quarter-end valuations of such investments except de minimis investments, as determined by the Adviser. The independent valuation firms provide a final range of values on such investments to the Board and the Adviser. The independent valuation firms also provide analyses to support their valuation methodology and calculations;
•The Adviser’s Valuation Committee reviews each valuation recommendation to confirm they have been calculated in accordance with the valuation policy and compares such valuations to the independent valuation firms’ valuation ranges to ensure the Adviser’s valuations are reasonable;
•The Adviser’s Valuation Committee makes valuation recommendations to the Audit Committee;
•The Audit Committee reviews the valuation recommendations made by the Adviser’s Valuation Committee, including the independent valuation firms’ quarterly valuations, and once approved, recommends them for approval by the Board; and
•The Board reviews the valuation recommendations of the Audit Committee and determines the fair value of each investment in the portfolio in good faith based on the input of the Audit Committee, the Adviser’s Valuation Committee and, where applicable, the independent valuation firms and other external service providers.
When the Company determines its NAV as of the last day of a month that is not also the last day of a calendar quarter, the Company intends to update the value of securities with reliable market quotations to the most recent market quotation. For securities without reliable market quotations, pursuant to a process approved by the Board, the Adviser’s valuation team will generally value such assets at the most recent quarterly valuation unless the Adviser determines that a significant observable change has occurred since the most recent quarter end with respect to the investment (which determination may be as a result of a material event at a portfolio company, material change in market spreads, secondary market transaction in the securities of an investment or otherwise). If the Adviser determines such a change has occurred with respect to one or more investments, the Adviser will determine whether to update the value for each relevant investment using a range of values from an independent valuation firm, where applicable, in accordance with the Company's valuation policy, pursuant to a process approved by the Board. Additionally, the Adviser may otherwise determine to update the most recent quarter end valuation of an investment
67

without reliable market quotations that the Adviser considers to be material to the Company using a range of values from an independent valuation firm. Month-end NAV determinations are ratified subsequently by the Board at its next regularly scheduled meeting.
As part of the valuation process, the Board will take into account relevant factors in determining the fair value of our investments for which reliable market quotations are not readily available, many of which are loans, including and in combination, as relevant, of: (i) the estimated enterprise value of a portfolio company, (ii) the nature and realizable value of any collateral, (iii) the portfolio company’s ability to make payments based on its earnings and cash flow, (iv) the markets in which the portfolio company does business, (v) a comparison of the portfolio company’s securities to any similar publicly traded securities, and (vi) overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity or debt sale occurs, the Board or its delegates will consider whether the pricing indicated by the external event corroborates its valuation.
The Board has and will continue to engage independent valuation firms to provide assistance regarding the determination of the fair value of the Company’s portfolio securities for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment each quarter, and the Board may reasonably rely on that assistance. However, the Board is responsible for the ultimate valuation of the portfolio investments at fair value as determined in good faith pursuant to the Company’s valuation policy and a consistently applied valuation process.
Receivables/Payables From Investments Sold/Purchased
Receivables/payables from investments sold/purchased consist of amounts receivable to or payable by the Company for transactions that have not settled at the reporting date. As of June 30, 2022 and December 31, 2021, the Company had $733.3 million and $663.6 million, respectively, of receivables for investments sold. As of June 30, 2022 and December 31, 2021, the Company had $1,949.3 million and $997.4 million, respectively, of payables for investments purchased.

Derivative Instruments
The Company recognizes all derivative instruments as assets or liabilities at fair value in its consolidated financial statements.
In the normal course of business, the Company has commitments and risks resulting from its investment transactions, which may include those involving derivative instruments. Derivative instruments are measured in terms of the notional contract amount and derive their value based upon one or more underlying instruments. While the notional amount gives some indication of the Company’s derivative activity, it generally is not exchanged, but is only used as the basis on which interest and other payments are exchanged. Derivative instruments are subject to various risks similar to non-derivative instruments including market, credit, liquidity, and operational risks. The Company manages these risks on an aggregate basis as part of its risk management process.
From time to time, the Company may enter into forward currency contracts which is an obligation between two parties to purchase or sell a specific currency for an agreed-upon price at a future date. The Company utilizes forward currency contracts to economically hedge the currency exposure associated with certain foreign-denominated debt issued by the Company. The use of forward currency contracts does not eliminate fluctuations in the price of the underlying debt the Company has, but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the exchange rates on the contract date and reporting date and are recorded as unrealized appreciation (depreciation). Realized gains (losses) and unrealized appreciation (depreciation) on the contracts are included in the Consolidated Statements of Operations.
Additionally, the Company uses interest rate swaps to mitigate interest rate risk associated with the Company's fixed rate liabilities. The Company designated certain interest rate swaps as the hedging instrument in a qualifying fair value hedge accounting relationship, and therefore the change in fair value of the hedging instrument and hedged item are recorded in interest expense and recognized as components of interest expense in the Consolidated Statements of Operations. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a derivative asset or derivative liability on the Company's Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by a change in the carrying value of the fixed rate debt. Changes in fair value of interest rate swaps entered into by the Company not designated as hedging instruments, are presented through current period gains or losses.
The fair value of the Company’s derivatives are recorded on the Consolidated Statements of Assets and Liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if subject to an enforceable master netting agreement.
68

Forward Purchase Agreement
The Company was party to a forward purchase agreement (the "Facility Agreement", defined in Note 7) whereby it is obligated to purchase certain assets that were acquired by the Financing Provider, subject to certain contingencies.
Forward purchase agreements are recognized at fair value through current period gains or losses on the date on which the contract is entered into and are subsequently re-measured at fair value. All forward purchase agreements are carried as assets when fair value is positive and as liabilities when fair value is negative. A forward purchase agreement is derecognized when the obligation specified in the contract is discharged, canceled or expired.
Foreign Currency Transactions
Amounts denominated in foreign currencies are translated into U.S. dollars on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates effective on the last day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates prevailing on the transaction dates.
The Company includes net changes in fair values on investments held resulting from foreign exchange rate fluctuations in translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations, if any. Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.
Revenue Recognition
Interest Income
Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period. For the three and six months ended June 30, 2022, the Company recorded $1.4 million and $1.4 million, respectively, in non-recurring interest income (e.g. prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts). For the three and six months ended June 30, 2021, the Company recorded $0.2 million and $1.1 million, respectively, in non-recurring interest income (e.g. prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts).
PIK Income
The Company has loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in interest income in the Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to shareholders in the form of dividends, even though the Company has not yet collected cash. For the three and six months ended June 30, 2022, the Company recorded PIK income of $31.4 million and $52.8 million, respectively. For the three and six months ended June 30, 2021, the Company recorded PIK income of $0.6 million and $0.7 million, respectively.
Dividend Income
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies. For the three and six months ended June 30, 2022, the Company recorded dividend income of $24.3 million and $45.1 million, respectively. For the three and six months ended June 30, 2021, the Company recorded no dividend income.
69

Fee Income
The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment, syndication and other miscellaneous fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered. For the three and six months ended June 30, 2022, the Company recorded fee income of $13.4 million and $14.1 million, respectively. For the three and six months ended June 30, 2021, the Company recorded fee income of $8.1 million and $8.2 million, respectively.
Non-Accrual Income
Loans are generally placed on non-accrual status when there is reasonable doubt whether principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of June 30, 2022 and December 31, 2021, no loans in the portfolio were on non-accrual status.

Organization and Offering Expenses

~~Organization and offering costs will only be borne by the Company if the Company breaks escrow for its initial offering, at which time, costs~~

Costs associated with the organization of the Company ~~will be~~are expensed as incurred. These expenses consist primarily of legal fees and other costs of organizing the Company.

Costs associated with the offering of ~~common~~the Company’s shares ~~of the Company will be~~are capitalized as ~~deferred~~“deferred offering ~~expenses and included as prepaid and other assets~~costs” on the ~~Statement~~Consolidated Statements of Assets and Liabilities and amortized over a twelve-month period from incurrence. ~~Refer~~These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s continuous offering.

For the three and six months ended June 30, 2022, the Company accrued organization costs of $0.0 million and $0.0 million, and offering costs of $1.2 million and $2.1 million, respectively. For the three and six months ended June 30, 2021, the Company accrued organization costs of $0.0 million and $1.1 million, and offering costs of $0.8 million and $1.6 million, respectively.

Deferred Financing Costs and Debt Issuance Costs

Deferred financing and debt issuance costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. These expenses are deferred and amortized into interest expense over the life of the related debt instrument. Deferred financing costs related to ~~“Note 5. Commitments~~revolving credit facilities are presented separately as an asset on the Company’s Statements of Assets and ~~Contingencies” for additional details.~~

Liabilities. Debt issuance costs related to any issuance of installment debt or notes are presented net against the outstanding debt balance of the related security.

Income Taxes

The Company ~~intends~~has elected to ~~elect~~be treated as a BDC under the 1940 Act. The Company also has elected to be treated as a RIC under the ~~Code as soon as reasonably practicable.~~Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Rather, any tax liability related to income earned and distributed by ~~BCRED~~the Company would represent obligations of the Company’s investors and would not be reflected in the consolidated financial ~~statement~~statements of the Company.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial ~~statement~~statements to determine whether the tax positions are ~~“more-likely-than-not”~~“more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the ~~“more-likely-than-not”~~“more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.

To qualify for and maintain qualification as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its shareholders, for each taxable year, at least 90% of the sum of (i) its “investment company taxable income” for that year (without regard to the deduction for dividends paid), which is generally its ordinary income plus the excess, if any, of its realized net short-term capital gains over its realized net long-term capital ~~losses.~~

losses and (ii) its net tax-exempt income.

In addition, based on the excise tax distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner in each taxable year an amount at least equal to the sum of ~~(1)~~(i) 98% of its ordinary income for the calendar year, ~~(2)~~(ii) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and ~~(3)~~(iii) any income realized, but not distributed, in prior years. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed.

For the three and six months ended June 30, 2022, the Company incurred $0.2 million and $0.3 million, respectively, of U.S. federal excise tax. For the three and six months ended June 30, 2021, the Company did not incur any U.S. federal excise tax.

Allocation of Income, Expenses, Gains and Losses

Income, expenses (other than those attributable to a specific class), gains and losses are allocated to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Distributions

To the extent that the Company has taxable income available, the Company intends to make monthly distributions to its shareholders. Distributions to shareholders are recorded on the record date. All distributions will be paid at the discretion of the Board and will depend on the Company’s earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time. Although the gross distribution per share is generally equivalent for each share class, the net distribution for each share class is reduced for any class specific expenses, including distribution and shareholder servicing fees, if any.

Recent Accounting Pronouncements

~~Management does~~

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. The expedients and exceptions provided by the amendments do not ~~believe any recently issued, but not yet effective, accounting standards, if~~apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company is currently ~~adopted, would have a material effect~~evaluating the impact of the adoption of ASU 2020-04 and 2021-01 on ~~the accompanying~~its consolidated financial ~~statement.~~

statements.

Note 3. Fees, Expenses, Agreements and Related Party Transactions

Investment Advisory Agreement

~~The~~

On October 5, 2020, the Company ~~intends to enter~~entered into an investment advisory agreement with the Adviser (the “Investment Advisory Agreement”) ~~with the Adviser,~~, pursuant to which the Adviser ~~will manage BCRED~~manages the Company on a day-to-day basis. The Adviser is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring the Company’s investments and monitoring its investments and portfolio companies on an ongoing basis.

The Investment Advisory Agreement ~~will be~~is effective for an initial two-year term and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the independent trustees. The Company may terminate the Investment Advisory Agreement, without payment of any penalty, upon 60 days’ written notice. The Investment Advisory Agreement will automatically terminate in the event of its assignment within the meaning of the 1940 Act and related SEC guidance and interpretations.

On May 2, 2022, the Investment Advisory Agreement was renewed and continued for an additional one-year period ending on May 31, 2023.

The Company ~~will pay~~pays the Adviser a fee for its services under the Investment Advisory Agreement consisting of two components: a management fee and an incentive fee. The cost of both the management fee and the incentive fee will ultimately be borne by the shareholders. ~~No base management or incentive~~Substantial additional fees ~~will~~and expenses may also be ~~payable~~charged by the Administrator to the ~~Adviser until~~Company, which is an affiliate of the ~~commencement of investment activities. In addition, the~~Adviser. The Adviser ~~has~~ agreed to waive the management fee and incentive fee based on income ~~for the first six months following the date on which the Company breaks escrow for the offering.~~

through July 7, 2021.

Base Management Fee

The management fee ~~will be~~is payable monthly in arrears at an annual rate of 1.25% of the value of the Company’s net assets as of the beginning of the first calendar day of the applicable month. For purposes of the Investment Advisory Agreement, net assets means the Company’s total ~~net~~ assets less liabilities determined on a consolidated basis in accordance with GAAP. ~~For the first calendar month in which the Company has operations, net assets will be measured as the beginning net assets as of the date on which the Company breaks escrow for the initial offering.~~ The management fee calculation will be prorated for any partial ~~month.~~

months, including the first calendar month in which the Company commenced operations.

For the three and six months ended June 30, 2022, base management fees were $64.9 million and $115.6 million, respectively. For the three and six months ended June 30, 2021, base management fees representing $12.6 million and $17.0 million, respectively, were fully waived. As of June 30, 2022 and December 31, 2021, $64.9 million and $35.0 million, respectively, was payable to the Adviser relating to management fees.

Incentive Fees

The incentive fee ~~will consist~~consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of income and a portion is based on a percentage of capital gains, each as described below.

(i) Income based incentive fee

The portion based on the Company’s income is based on Pre-Incentive Fee Net Investment Income Returns. ~~“Pre-Incentive~~“Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that are received from portfolio companies) accrued during the calendar quarter, minus operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement entered into between the Company and the Administrator, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any shareholder servicing and/or distribution fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that has not yet been received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Company’s net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized).

The Company ~~will pay~~pays its Adviser an income based incentive fee quarterly in arrears with respect to the Company’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:

•No incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25% per quarter (5.0% annualized);

•100% of the dollar amount of Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). The Company refers to this portion of the Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the ~~“catch-up.~~“catch-up.” This “catch-up” is meant to provide the Adviser with approximately 12.5% of Pre-Incentive Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment income exceeds 1.43% in any calendar quarter; and

•12.5% of the dollar amount of Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized). ~~This reflects that once the hurdle rate is reached and the~~ ~~catch-up~~ ~~is achieved, 12.5% of all~~ ~~Pre-Incentive~~ ~~Fee Net Investment Income Returns thereafter are allocated to the Adviser.~~

These calculations are prorated for any period of less than three months, including the first quarter the Company commenced operations, and are adjusted for any share issuances or repurchases during the relevant quarter.

(ii) Capital gains ~~based~~ incentive fee

The second part of the incentive fee ~~will be~~is determined and payable in arrears as of the end of each calendar year in an amount equal to 12.5% of cumulative realized capital gains from inception through the end of such calendar, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains as calculated in accordance with U.S. GAAP.

For the three and six months ended June 30, 2022, the Company accrued income based incentive fees of $63.0 million and $111.1 million, respectively. For the three and six months ended June 30, 2021, the Company accrued income based incentive fees of $10.9 million and $13.8 million, respectively, which were fully waived. As of June 30, 2022 and December 31, 2021, there was $63.0 million and $36.0 million, respectively, payable to the Adviser for the income based incentive fees. For the three and six months ended June 30, 2022, the Company accrued capital gains incentive fees of $(4.6) million and $(15.1) million, respectively, none of which was payable under the Investment Advisory Agreement. For the three and six months ended June 30, 2021, the Company accrued capital gains incentive fees of $6.5 million and $9.3 million, respectively, none of which was payable under the Investment Advisory Agreement.

Administration Agreement

~~The~~

On October 5, 2020, the Company ~~intends to enter~~entered into an administration agreement (the “Administration Agreement”) with the Administrator. Under the terms of the Administration Agreement, the Administrator ~~will provide,~~provides, or ~~oversee~~oversees the performance of, administrative and compliance services, including, but not limited to, maintaining financial records, overseeing the calculation of NAV, compliance monitoring (including diligence and oversight of the Company’s other service providers), preparing reports to shareholders and reports filed with the U.S. Securities and Exchange Commission (the ~~“SEC”~~“SEC”) and other regulators, preparing materials and coordinating meetings of the Company’s Board, managing the payment of expenses, the payment of receipt of funds for investments and the performance of administrative and professional services rendered by others and providing office space, equipment and office services. The Company will reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations under the Administration Agreement. Such reimbursement will include the Company’s 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) the Company’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Company; and (iii) any internal audit group personnel of Blackstone or any of its affiliates, subject to the limitations described in Investment Advisory and Administration Agreements. In addition, pursuant to the terms of the Administration Agreement, the Administrator may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Company will reimburse the Administrator for any services performed for the Company by such affiliate or third party.

The Administrator hired a sub-administrator to assist in the provision of administrative services. The sub-administrator will receive compensation for its sub-administrative services under a sub-administration agreement.

Unless earlier terminated as described below, the Administration Agreement ~~will be~~is effective for an initial two-year term and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the independent trustees. The Company may terminate the Administration Agreement, without payment of any penalty, upon 60 days’ written notice. The Investment Advisory Agreement will automatically terminate in the event of its assignment within the meaning of the 1940 Act and related SEC guidance and interpretations.

On May 2, 2022, the Administration Agreement was renewed and continued for an additional one-year period ending on May 31, 2023.

For the three and six months ended June 30, 2022, the Company incurred $1.0 million and $2.2 million, respectively, in expenses under the Administration Agreement, which were recorded in “administrative service expenses” in the Company’s Consolidated Statements of Operations. For the three and six months ended June 30, 2021, the Company incurred $0.3 million and $0.6 million, respectively, in expenses under the Administration Agreement. As of June 30, 2022 and December 31, 2021, $0.9 million and $1.2 million, respectively, was unpaid and included in “due to affiliates” in the Consolidated Statements of Assets and Liabilities, respectively.

Sub-Administration Agreement

~~The~~

On October 5, 2020, the Administrator ~~expects to enter~~entered into a sub-administration agreement (the “~~Sub-Administration~~ ~~Agreement~~”Sub Administration Agreement”) with State Street Bank and Trust Company. The sub-administrator will receive compensation for its sub-administrative services under the Sub-Administration Agreement.

Intermediary Manager Agreement

~~The~~

On October 5, 2020, the Company ~~intends to enter~~entered into an intermediarymanager agreement (the “IntermediaryManager Agreement”) with Blackstone Securities Partners L.P.~~, the~~ (the “Intermediary ~~Manager,~~Manager”), an affiliate of the Adviser. Pursuant to the Intermediary Manager Agreement, no upfront transaction fee will be paid with respect to Class S shares, Class D shares or Class I shares, however, if shareholders purchase Class S shares or Class D shares through certain financial intermediaries, they may directly charge shareholders transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that selling agents limit such charges to a 1.5% cap on NAV for Class D shares and 3.5% cap on NAV for Class S shares. Under the terms of the Intermediary Manager Agreement, the Intermediary Manager will serve as the intermediary manager for the Company’s public offering of its common shares. The Intermediary Manager will be entitled to receive shareholder servicing and/or distribution fees monthly in arrears at an annual rate of 0.85% and 0.25% of the value of the Company’s net assets attributable to Class S shares as of the beginning of the first calendar day of the month. The Intermediary Manager will be entitled to receive shareholder servicing and/or distribution fees monthly in arrears at an annual rate of 0.25% of the value of the Company’s net assets attributable toand Class D shares, respectively, as of the beginning of the first calendar day of the month. No shareholder servicing and/or distribution fees will be paid with respect to Class I. The shareholder servicing and/or distribution fees will be payable to the Intermediary Manager, but the Intermediary Manager anticipates that all or a portion of the shareholder servicing fees and/or distribution fees will be retained by, or reallowed (paid) to, participating brokers.

The Company will cease paying the shareholder servicing and/or distribution fees on the Class S shares and Class D shares on the earlier to occur of the following: (i) a listing of Class I shares, (ii) a merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets or (iii) the date following the completion of the primary portion of the offering on which, in the aggregate, underwriting compensation from all sources in connection with the offering, including the shareholder servicing and/or distribution fees and other underwriting compensation, is equal to 10% of the gross proceeds from the primary offering. In addition, ~~as required by~~consistent with the exemptive relief allowing the Company to offer multiple classes of shares, at the end of the month in which the Intermediary Manager in conjunction with the transfer agent determines that total transaction or other fees, including upfront placement fees or brokerage commissions, and shareholder servicing and/or distribution fees paid with respect to ~~any single share~~the shares held in a shareholder’s account would exceed, in the aggregate, 10% of the gross proceeds from the sale of such ~~share~~shares (or a lower limit as determined by the Intermediary Manager or the applicable selling agent), the Company will cease paying the shareholder servicing and/or distribution fee on ~~either (i) each such share that would exceed such limit or (ii) all~~the Class S shares and Class D shares in such shareholder’s account. Compensation paid with respect to the shares in a shareholder’s account will be allocated among each share such that the compensation paid with respect to each individual share will not exceed 10% of the offering price of such share. The Company may modify this requirement in a manner that is consistent with applicable exemptive relief. At the end of such month, the ~~applicable~~ Class S ~~share~~shares or Class D ~~share~~shares in such shareholder’s account will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such Class S or Class D shares.

The Intermediary Manager is a broker-dealer registered with the SEC and is a member of the Financial Industry Regulatory Authority (“FINRA”).

The Intermediary Manager Agreement may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or the Intermediary Manager Agreement or by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Intermediary Manager or the Adviser. The Intermediary Manager Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act.

~~Expense Support and Conditional Reimbursement Agreement~~

~~The Company intends to enter into an expense support and conditional reimbursement agreement (the “~~~~Expense Support Agreement~~~~”) with the Adviser. The Adviser may elect to pay certain Company expenses on the Company’s behalf (each, an “~~~~Expense Payment~~”), provided that no portion of the payment will be used to pay any interest expense or shareholder servicing and/or distribution fees of the Company. Any Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Company in any combination of cash or other immediately available funds no later than forty-five days after such commitment was made in writing, and/or offset against amounts due from the Company to the Adviser or its affiliates.

Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s shareholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “~~Excess Operating Funds~~”), the Company shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company shall be referred to herein as a “~~Reimbursement Payment~~.” ~~Available Operating Funds~~ means the sum of (i) net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent the Adviser has waived its right to receive such payment for the applicable month.

Distribution and Servicing Plan

~~The~~

On October 5, 2020, the Board approved a distribution and servicing plan (the “Distribution and Servicing Plan”). The following table shows the shareholder servicing and/or distribution fees the Company ~~will pay~~pays the Intermediary Manager with respect to the Class S, Class D and Class I on an annualized basis as a percentage of the Company’s NAV for such class.


	Shareholder Servicing and/or Distribution Fee as a % of NAV
Class S shares	0.85	%
Class D shares	0.25	%
Class I shares	—

The shareholder servicing and/or distribution fees ~~will be~~is paid monthly in arrears, calculated using the NAV of the applicable class as of the beginning of the first calendar day of the ~~month.~~


	~~Shareholder~~
	~~Servicing and/or~~
	~~Distribution~~
	~~Fee as a %~~
	~~of NAV~~
~~Class S shares~~		~~0.85~~	%
~~Class D shares~~		~~0.25~~	%
~~Class I shares~~		—

~~Subject~~month and subject to FINRA and other limitations on underwriting compensation, the Company will pay a shareholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV for the Class S shares and a shareholder servicing and/or distribution fee equal to 0.25% per annum of the aggregate NAV for the Class D shares, in each case, payable monthly.

~~The shareholder servicing and/or distribution fees will be paid monthly in arrears.~~ compensation.

The Intermediary Manager will reallow (pay) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services. Because the shareholder servicing and/or distribution fees with respect to Class S shares and Class D shares are calculated based on the aggregate NAV for all of the outstanding shares of each such class, it reduces the NAV with respect to all shares of each such class, including shares issued under the Company’s distribution reinvestment plan.

Eligibility to receive the shareholder servicing and/or distribution fee is conditioned on a broker providing the following ongoing services with respect to the Class S or Class D shares: assistance with recordkeeping, answering investor inquiries regarding ~~us,~~the Company, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. If the applicable broker is not eligible to receive the shareholder servicing and/or distribution fee due to failure to provide these services, the Intermediary Manager will waive the shareholder servicing fee and/or distribution that broker would have otherwise been eligible to receive. The shareholder servicing and/or distribution fees are ongoing fees that are not paid at the time of purchase.

~~Escrow~~

For the three and six months ended June 30, 2022, the Company accrued distribution and shareholder servicing fees of $12.4 million and $21.9 million, which were attributable to Class S shares, respectively. For the three and six months ended June 30, 2022, the Company accrued distribution and shareholder servicing fees of $0.5 million and $0.9 million, which were attributable to Class D shares, respectively.

For the three and six months ended June 30, 2021, the Company accrued distribution and shareholder servicing fees of $1.8 million and $2.2 million, which were attributable to Class S shares, respectively. For the three and six months ended June 30, 2021, the Company accrued distribution and shareholder servicing fees of $0.0 million and $0.0 million, which were attributable to Class D shares, respectively.

Expense Support and Conditional Reimbursement Agreement

~~The~~

On October 5, 2020, the Company ~~intends to enter~~entered into an ~~escrow~~expense support and conditional reimbursement agreement (the “~~Escrow~~Expense Support Agreement”) with ~~UMB~~the Adviser. The Adviser may elect to pay certain Company expenses on the Company’s behalf (each, an “Expense Payment”), provided that no portion of the payment will be used to pay any interest expense or shareholder servicing and/or distribution fees of the Company. Any Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Company in any combination of cash or other immediately available funds no later than forty-five days after such commitment was made in writing, and/or offset against amounts due from the Company to the Adviser or its affiliates.

Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s shareholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company shall be referred to herein as a “Reimbursement Payment.” “Available Operating Funds” means the sum of (i) the Company’s net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the Company’s net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

The following table presents a summary of Expense Payments and the related Reimbursement Payments since the Company's commencement of operations:


For the Month Ended	Expense Payments by Adviser		Reimbursement Payments to Adviser		Unreimbursed Expense Payments
January 31, 2021	$	1,608	$	(1,608)	$	—
February 28, 2021	591		(591)		—
Total	$	2,199	$	(2,199)	$	—

For the three and six months ended June 30, 2022 the Adviser made Expense Payments in the amount of $0.0 million and $0.0 million, respectively. For the three and six months ended June 30, 2022, there were no Reimbursement Payments made to the Adviser.

For the three and six months ended June 30, 2021, the Adviser made Expense Payments in the amount of $0.0 million and $2.2 million, respectively. For the three and six months ended June 30, 2021, there were Reimbursement Payments made to the Adviser of $2.2 million and $2.2 million, respectively.

Controlled/Affiliated Portfolio Companies

Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Under the 1940 Act, “non-affiliated investments” are defined as investments that are neither controlled investments nor affiliated investments. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled affiliated investments is contained in the accompanying consolidated financial statements, including the Consolidated Schedule of Investments.

The Company has made investments in controlled/affiliated companies, including BCRED Emerald JV (“JV”) and Specialty Lending Company (“SLC”).

On October 11, 2021, a wholly-owned subsidiary of the Company and a third-party investor entered into a limited liability company agreement with SLC. SLC is a specialty finance company focused on investing in consumer credit and is led by a management team with deep expertise in the consumer finance industry. The investment in SLC allows the Company to gain exposure to a different asset class than its core investing focus of senior secured lending to private U.S. companies. At the time of the transaction, the wholly-owned subsidiary of the Company and the third-party investor each committed $315 million and $35 million, respectively, to SLC. The Company does not consolidate its equity interest in SLC.

For further description of the JV, see “Note 10. BCRED Emerald JV”.

Note 4. Investments

The composition of the Company’s investment portfolio at cost and fair value was as follows:


	June 30, 2022						December 31, 2021
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
First lien debt	$	42,760,066	$	42,028,355	90.92	%	$	28,076,107	$	28,143,451	91.39	%
Second lien debt	2,453,742		2,334,394		5.05		1,799,656		1,813,872		5.89
Unsecured debt	27,508		22,153		0.05		6,061		5,842		0.02
Structured finance investments	409,511		370,531		0.80		287,275		286,610		0.93
Investment in joint venture	802,579		768,479		1.66		—		—		—
Equity investments(1)	687,621		702,034		1.52		528,924		545,918		1.77
Total	$	47,141,027	$	46,225,946	100.00	%	$	30,698,023	$	30,795,693	100.00	%

(1)Includes equity investment in SLC.

The industry composition of investments at fair value was as follows:


	June 30, 2022		December 31, 2021
Aerospace & Defense	1.22	%	1.14	%
Air Freight & Logistics	2.44		2.94
Airlines	0.10		0.10
Auto Components	0.23		0.28
Beverages	0.18		0.10
Building Products	2.20		2.89
Capital Markets	0.53		0.52
Chemicals	0.62		0.63
Commercial Services & Supplies	4.50		5.50
Construction Materials	0.11		0.08
Construction & Engineering	0.83		1.08
Containers & Packaging	1.05		0.78
Distributors	0.83		0.99
Diversified Consumer Services	3.38		4.36
Diversified Financial Services (1)	2.53		3.33
Diversified Telecommunication Services	0.54		0.65
Electrical Equipment	0.97		2.45
Electronic Equipment, Instruments & Components	0.27		0.32
Electric Utilities	0.10		0.16
Energy Equipment & Services	0.08		0.14
Entertainment	0.11		0.09
Food Products	0.07		0.12
Health Care Equipment & Supplies	1.68		1.77
Health Care Providers & Services	12.68		11.34
Health Care Technology	2.48		1.58
Hotels, Restaurants & Leisure	0.93		0.54
Household Durables	0.29		0.30
Independent Power and Renewable Electricity Producers	0.01		—
Industrial Conglomerates	0.84		0.54
Insurance	4.16		4.40
Interactive Media & Services	0.41		0.24
Internet & Direct Marketing Retail	2.61		2.52
IT Services	4.74		5.74


Investment in Joint Venture	1.66		—
Leisure Products	0.26		0.35
Life Sciences Tools & Services	0.66		0.93
Machinery	0.17		0.34
Marine	0.47		0.72
Media	0.56		0.35
Metals & Mining	0.15		0.16
Oil, Gas & Consumable Fuels	0.28		0.18
Paper & Forest Products	0.25		0.37
Personal Products	0.08		—
Pharmaceuticals	0.67		0.25
Professional Services	12.39		14.27
Real Estate Management & Development	0.55		0.76
Road & Rail	0.18		0.25
Software	23.68		18.61
Specialty Retail	0.35		0.46
Technology Hardware, Storage & Peripherals	0.10		0.20
Textiles, Apparel & Luxury Goods	0.07		0.11
Trading Companies & Distributors	0.91		0.88
Transportation Infrastructure	2.72		3.10
Wireless Telecommunication Services	0.12		0.09
Total	100.00	%	100.00	%

(1)Includes equity investment in SLC.

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


	June 30, 2022
	Cost		Fair Value		% of Total Investments at Fair Value		Fair Value as % of Net Assets
United States	$	43,382,846	$	42,617,619	92.19	%	203.22	%
Europe	2,780,645		2,688,682		5.82		12.82
Canada	586,487		566,947		1.23		2.70
Cayman Islands	391,049		352,698		0.76		1.68
Total	$	47,141,027	$	46,225,946	100.00	%	220.42	%


	December 31, 2021
	Cost		Fair Value		% of Total Investments at Fair Value		Fair Value as % of Net Assets
United States	$	28,955,027	$	29,050,466	94.32	%	226.00	%
Europe	1,190,619		1,190,884		3.87		9.26
Canada	267,830		270,342		0.88		2.10
Cayman Islands	279,365		278,788		0.91		2.17
Australia	5,182		5,213		0.02		0.04
Total	$	30,698,023	$	30,795,693	100.00	%	239.57	%

As of June 30, 2022 and December 31, 2021, no loans in the portfolio were on non-accrual status.

As of June 30, 2022 and December 31, 2021, on a fair value basis, approximately 99.6% and 99.6%, respectively, of our performing debt investments bore interest at a floating rate and approximately 0.4% and 0.4%, respectively, of our performing debt investments bore interest at a fixed rate.

Note 5. Fair Value Measurements and Derivative Instruments

The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date.

The fair value hierarchy under ASC 820 prioritizes the inputs to valuation methodology used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:

•Level 1: Inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.

•Level 2: Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities and certain over-the-counter derivatives where the fair value is based on observable inputs.

•Level 3: Inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include debt and equity investments in privately held entities, collateralized loan obligations (“CLOs”) and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfer occurs.

In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC 820. Consistent with the valuation policy, the Company evaluates the source of the inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), the Company subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment.

In the absence of independent, reliable market quotes, an enterprise value analysis is typically performed to determine the value of equity investments, control debt investments and non-control debt investments that are credit-impaired, and to determine if debt investments are credit impaired. Enterprise value (“EV”) means the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time. When an investment is valued using an EV analysis, the EV of a portfolio company is first determined and allocated over the portfolio company’s securities in order of their preference relative to one another (i.e. “waterfall” allocation).

If debt investments are credit-impaired, which occurs when there is insufficient coverage under the EV analysis through the respective investment’s position in the capital structure, the Adviser uses the enterprise value “waterfall” approach or a recovery method (if a liquidation or restructuring is deemed likely) to determine fair value. For debt investments that are not determined to be credit-impaired, the Adviser uses a market interest rate yield analysis (discussed below) to determine fair value.

The Adviser will generally utilize approaches including the market approach, the income approach or both approaches, as appropriate, when calculating EV. The primary method for determining EV for non-control investments, and control investments without reliable projections, uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) or another key financial metric (e.g. such as revenues, cash flows or net income) (“Performance Multiple”). Performance Multiples are typically determined based

upon a review of publicly traded comparable companies and market comparable transactions, if any. The second method for determining EV (and primary method for control investments with reliable projections) uses a discounted cash flow analysis whereby future expected cash flows and the anticipated terminal value of the portfolio company are discounted to determine a present value using estimated discount rates. The income approach is generally used when the Adviser has visibility into the long term projected cash flows of a portfolio company, which is more common with control investments.

Subsequently, for non-control debt investments that are not credit-impaired, and where there is an absence of available market quotations, fair value is determined using a yield analysis. To determine fair value using a yield analysis, the expected cash flows are projected based on the contractual terms of the debt security and discounted back to the measurement date based on a market yield. A market yield is determined based upon an assessment of current and expected market yields for similar investments and risk profiles. The Company considers the current contractual interest rate, the maturity and other terms of the investment relative to risk of the company and the specific investment. A key determinant of risk, among other things, is the leverage through the investment relative to the enterprise value of the portfolio company. As debt investments held by the Company are substantially illiquid with no active transaction market, the Company depends on primary market data, including newly funded transactions, as well as secondary market data with respect to high yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable. The fair value of loans with call protection is generally capped at par plus applicable prepayment premium in effect at the measurement date.

Investments

The following table presents the fair value hierarchy of financial instruments:


	June 30, 2022
	Level 1		Level 2		Level 3		Total
First lien debt	$	—	$	9,471,964	$	32,556,391	$	42,028,355
Second lien debt	—		888,319		1,446,075		2,334,394
Unsecured debt	—		22,153		—		22,153
Structured finance obligations	—		72,121		298,409		370,531
Equity investments (1)	—		—		702,034		702,034
Total investments	—		10,454,557		35,002,909		45,457,466
Investments measured at NAV(2)	—		—		—		768,479
Total	$	—	$	10,454,557	$	35,002,909	$	46,225,945


	December 31, 2021
	Level 1		Level 2		Level 3		Total
First lien debt	$	—	$	5,096,942	$	23,046,509	$	28,143,451
Second lien debt	—		1,013,739		800,133		1,813,872
Unsecured debt	—		5,842		—		5,842
Structured finance obligations	—		81,018		205,592		286,610
Equity investments(1)	—		—		545,918		545,918
Total investments	$	—	$	6,197,541	$	24,598,152	$	30,795,693
Unrealized appreciation (depreciation) on foreign currency forward contracts	—		—		1,505		1,505
Total	$	—	$	6,197,541	$	24,599,657	$	30,797,198

(1)Includes equity investment in SLC.

(2)Includes equity investment in Joint Venture (refer to Note 10). Certain investments that are measured at fair value using the NAV practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet.

The following table presents change in the fair value of financial instruments for which Level 3 inputs were used to determine the fair value:


	Three Months Ended June 30, 2022
	First Lien Debt		Second Lien Debt		Structured Finance Investments		Equity		Total Investments
Fair value, beginning of period	$	25,752,883	$	956,274	$	253,726	$	567,854	$	27,530,737
Purchases of investments	7,344,559		306,896		67,933		151,652		7,871,040
Proceeds from principal repayments and sales of investments	(568,006)		50		—		(9,000)		(576,956)
Accretion of discount/amortization of premium	28,781		762		41		—		29,584
Net realized gain (loss)	531		—		—		—		531
Net change in unrealized appreciation (depreciation)	(104,971)		(64,350)		(23,291)		(8,472)		(201,084)
Transfers into Level 3 (1)	224,151		246,443		—		—		470,594
Transfers out of Level 3 (1)	(121,537)		—		—		—		(121,537)
Fair value, end of period	$	32,556,391	$	1,446,075	$	298,409	$	702,034	$	35,002,909
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of June 30, 2022 included in net unrealized appreciation (depreciation) on the Consolidated Statements of Operations	$	(105,795)	$	(64,323)	$	(22,589)	$	(8,472)	$	(201,179)


	Six Months Ended June 30, 2022
	First Lien Debt		Second Lien Debt		Structured Finance Investments		Equity		Total Investments
Fair value, beginning of period	$	23,046,509	$	800,133	$	205,592	$	545,918	$	24,598,152
Purchases of investments	10,222,838		535,032		122,160		190,323		11,070,353
Proceeds from principal repayments and sales of investments	(699,113)		—		—		(31,770)		(730,883)
Accretion of discount/amortization of premium	49,259		1,310		61		—		50,630
Net realized gain (loss)	1,499		23		—		144		1,666
Net change in unrealized appreciation (depreciation)	(110,737)		(68,550)		(29,404)		(2,581)		(211,272)
Transfers into Level 3 (1)	304,035		206,873		—		—		510,908
Transfers out of Level 3 (1)	(257,899)		(28,746)		—		—		(286,645)
Fair value, end of period	$	32,556,391	$	1,446,075	$	298,409	$	702,034	$	35,002,909
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of June 30, 2022 included in net unrealized appreciation (depreciation) on the Consolidated Statements of Operations	$	(112,133)	$	(65,027)	$	(29,404)	$	(2,581)	$	(209,145)

(1)For the six months ended June 30, 2022, transfers into or out of Level 3 were primarily due to decreased or increased price transparency, respectively.


	Three Months Ended June 30, 2021
	First Lien Debt		Second Lien Debt		Equity		Total Investments		Forward Purchase Obligation
Fair value, beginning of period	$	2,566,565	$	179,588	$	7,360	$	2,753,513	$	1,910
Purchases of investments	3,015,062		320,265		49,514		3,384,841		—
Proceeds from principal repayments and sales of investments	(88,599)		—		—		(88,599)		(2,248)
Accretion of discount/amortization of premium	3,269		95		—		3,364		—
Net realized gain (loss)	(122)		—		—		(122)		2,248
Net change in unrealized appreciation (depreciation)	16,679		5,371		3		22,053		(1,910)
Transfers into Level 3 (1)	82,297		—		—		82,297		—
Transfers out of Level 3 (1)	(248,884)		(51,832)		—		(300,716)		—
Fair value, end of period	$	5,346,267	$	453,487	$	56,877	$	5,856,631	$	—
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of June 30, 2021	$	16,489	$	5,371	$	3	21,863		$	—


	Six Months Ended June 30, 2021
	First Lien Debt		Second Lien Debt		Equity		Total Investments		Forward Purchase Obligation
Fair value, beginning of period	$	—	$	—	$	—	$	—	$	—
Purchases of investments	5,392,982		444,576		56,874		5,894,432		—
Proceeds from principal repayments and sales of investments	(73,005)		—		—		(73,005)		(3,709)
Accretion of discount/amortization of premium	4,657		106		—		4,763		—
Net realized gain (loss)	(64)		—		—		(64)		3,709
Net change in unrealized appreciation (depreciation)	21,697		8,805		3		30,505		—
Fair value, end of period	$	5,346,267	$	453,487	$	56,877	$	5,856,631	$	—
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of June 30, 2021	$	21,697	$	8,805	$	3	30,505		$	—

(1)For the three and six months ended June 30, 2021, transfers into or out of Level 3 were primarily due to decreased or increased price transparency, respectively.

The following table presents quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments. The table is not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to the Company’s determination of fair value.


	June 30, 2022
					Range
	Fair Value		Valuation Technique	Unobservable Input	Low		High		Weighted Average (1)
Investments in first lien debt	$	31,691,294	Yield analysis	Discount rate	6.81	%	21.14	%	9.39	%
	865,097		Market quotations	Broker quoted price	93.50		101.00		96.62
	32,556,391
Investments in second lien debt	980,503		Yield analysis	Discount rate	7.76	%	13.89	%	10.67	%
	465,572		Market quotations	Broker quoted price	73.50		101.50		91.00
	1,446,075
Investments in structured finance	298,409		Market quotations	Broker quoted price	85.06		99.00		90.16
Investments in equity	198,118		Market approach	Performance multiple	7.00x		29.75x		19.82x
	24,830		Option pricing model	Expected volatility	29.07	%	48.00	%	36.91	%
	298,186		Yield analysis	Discount rate	11.35	%	14.54	%	12.63	%
	180,900		Recent transaction	Transaction price	100.00	%	100.00	%	100.00	%
	702,034
Total	$	35,002,909


	December 31, 2021
					Range
	Fair Value		Valuation Technique	Unobservable Input	Low		High		Weighted Average (1)
Investments in first lien debt	$	22,414,991	Yield analysis	Discount rate	4.68	%	10.34	%	7.40	%
	631,518		Market quotations	Broker quoted price	98.00		100.25		99.49
	23,046,509
Investments in second lien debt	400,584		Yield analysis	Discount rate	8.15	%	13.04	%	9.98	%
	399,549		Market quotations	Broker quoted price	98.00		101.50		99.07
	800,133
Investments in structured finance	205,592		Market quotations	Broker quoted price	96.69		100.00		99.23
Investments in equity	74,022		Market approach	Performance multiple	7.25x		31.28x		21.38x
	22,722		Option pricing model	Expected volatility	30.00	%	49.00	%	38.24	%
	236,774		Yield analysis	Discount rate	10.89	%	12.19	%	11.50	%
	212,400		Recent transaction	Transaction price	100.00	%	100.00	%	100.00	%
	545,918
Total	$	24,598,152

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

The significant unobservable input used in the yield analysis is the discount rate based on comparable market yields. The significant unobservable input used for market quotations are broker quoted prices provided by independent pricing services. The significant unobservable input used under the market approach is the performance multiple. Significant increases in discount rates would result in a significantly lower fair value measurement. Significant decreases in quoted prices or performance multiples would result in a significantly lower fair value measurement.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of the Company’s investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, it could realize significantly less than the value at which the Company has recorded it. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned.

Derivatives

The net fair value of interest rate swap assets and liabilities are included within Other assets and Accrued expenses and other liabilities, respectively, in the Statements of Financial Condition. The net fair value of Foreign currency forward contract assets and liabilities are included within Unrealized appreciation on foreign currency forward contracts and Unrealized depreciation on foreign currency forward contracts, respectively, in the Statements of Financial Condition. In the table below all foreign currency derivatives are not designated in hedge relationships. All interest rate swaps are designated in fair value hedge relationships.

Certain information related to the Company’s derivative instruments as of June 30, 2022 and December 31, 2021 is presented below.


	June 30, 2022
	Level 1		Level 2		Level 3		Total Fair Value		Notional
Derivative Liabilities
Foreign currency forward contract	$	—	$	(583)	$	—	$	(583)	$	79,947
Interest rate swaps	—		(96,205)		—		(96,205)		4,902,750
Total Fair Value	$	—	$	(96,788)	$	—	$	(96,788)	$	4,982,697


	December 31, 2021
	Level 1		Level 2		Level 3		Total Fair Value		Notional
Derivative Assets
Foreign currency forward contract	$	—	$	—	$	1,505	$	1,505	$	423,123

As of June 30, 2022, there were no derivative assets and no counterparty netting was applied. As of December 31, 2021, there were no derivative liabilities and no counterparty netting was applied.

Financial Instruments Not Carried at Fair Value

Debt


	June 30, 2022				December 31, 2021
	Net Carrying Value(1)(2)(3)		Fair Value		Net Carrying Value(1)(2)(3)		Fair Value
Bard Peak Funding Facility	$	1,547,400	$	1,547,400	$	879,000	$	879,000
Castle Peak Funding Facility	1,356,455		1,356,455		1,171,809		1,171,809
Maroon Peak Funding Facility	800,000		800,000		483,952		483,952
Summit Peak Funding Facility	1,808,793		1,808,793		1,643,154		1,643,154
Denali Peak Funding Facility	749,800		749,800		668,400		668,400
Bushnell Peak Funding Facility	593,800		593,800		395,500		395,500
Granite Peak Funding Facility	301,400		301,400		248,000		248,000
Middle Peak Funding Facility	713,950		713,950		799,550		799,550
Bison Peak Funding Facility	1,349,400		1,349,400		1,320,800		1,320,800
Blanca Peak Funding Facility	1,000,000		1,000,000		892,800		892,800
Windom Peak Funding Facility	1,816,641		1,816,641		989,759		989,759
Monarch Peak Funding Facility	973,400		973,400		567,400		567,400
Borah Peak Funding Facility	349,000		349,000		—		—
2022-1 BSL WH	91,000		91,000		—		—
Revolving Credit Facility	1,324,731		1,324,731		1,144,422		1,144,422
June 2024 Notes	421,027		423,594		431,854		431,738
June 2026 Notes	397,279		352,800		396,952		390,400
September 2024 Notes	352,254		354,864		361,805		359,232
December 2026 Notes	1,204,396		1,226,405		1,227,844		1,218,850
November 2026 Eurobonds	517,533		436,442		563,695		564,473
November 2024 Notes	482,076		485,575		496,054		499,946
March 2027 Notes	988,040		849,221		987,298		1,010,942
January 2025 Notes	480,646		485,142		—		—
January 2029 Notes	638,361		533,283		—		—
March 2025 Notes	876,324		884,326		—		—
May 2027 Notes	621,436		624,026		—		—
April 2026 UK Bonds	296,439		322,122		—		—
2021-1 BSL Debt	661,953		654,600		661,910		663,148
2022-1 BSL Debt	418,670		419,289		—		—
2021-2 Debt	504,189		499,311		504,124		505,750
MML 2021-1 Debt	685,860		690,000		685,696		690,000
MML 2022-1 Debt	753,652		759,000		—		—
Short-Term Borrowings	302,182		302,182		718,156		718,156
Total	$	25,378,087	$	25,077,952	$	18,239,934	$	18,257,181

(1)The carrying value of the Company's June 2024 Notes, June 2026 Notes, September 2024 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes, March 2027 Notes, January 2025 Notes, January 2029 Notes, March 2025 Notes, May 2027 Notes and April 2026 UK Bonds are presented net of unamortized debt issuance costs of $2.6 million, $2.7 million, $2.6 million, $20.8 million, $6.5 million, $3.5 million, $12.0 million, $4.3 million, $11.6 million, $8.0 million, $2.7 million and $3.3 million, respectively, as of June 30, 2022. The carrying value of the Company's June 2024 Notes, September 2024 Notes, June 2026 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes and March 2027 Notes are presented net of unamortized debt issuance costs of $3.1 million, $3.2 million, $3.0 million, $22.2 million, $6.3 million, $3.9 million and $12.7 million, respectively, as of December 31, 2021.

(2)The November 2026 Eurobonds are denominated in Euros and were converted from local currency (EUR) to U.S. Dollars at the time of the transaction. The April 2026 UK Bonds are denominated in British Pounds and were converted from local currency (GBP) to U.S. Dollars at the time of the transaction.

(3)The carrying value of the Company’s 2021-1 BSL Debt, 2022-1 BSL Debt, 2021-2 Debt, MML 2021-1 Debt and MML 2022-1 Debt is presented net of unamortized debt issuance costs of $1.1 million, $1.3 million, $1.6 million, $4.1 million and $5.3 million as of June 30, 2022. The carrying value of the Company’s 2021-1 BSL Debt, 2021-2 Debt and MML 2021-1 Debt is presented net of unamortized debt issuance costs of $1.1 million, $1.7 million and $4.3 million as of December 31, 2021.

The following table presents fair value measurements of the Company’s debt obligations as of June 30, 2022 and December 31, 2021:


	June 30, 2022		December 31, 2021
Level 1	$	—	$	—
Level 2	5,577,380		3,653,442
Level 3	19,500,572		14,603,739
Total debt	$	25,077,952	$	18,257,181

Financial Instruments Not Carried at Fair Value

As of June 30, 2022 and December 31, 2021, the carrying amounts of the Company’s assets and liabilities, other than investments at fair value and debt, approximate fair value due to their short maturities.

The carrying amounts of the Company’s financial assets and liabilities, other than investments at fair value and the forward purchase obligation, approximate fair value. These financial instruments are categorized as Level 3 within the hierarchy.

Note 6. Borrowings

In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. As of June 30, 2022 and December 31, 2021, the Company’s asset coverage was 182.0% and 170.2%.

SPV Financing Facilities

The following wholly-owned subsidiaries of the Company have entered into secured financing facilities, as described below: Bard Peak Funding, Castle Peak Funding, Maroon Peak Funding, Summit Peak Funding, Denali Peak Funding, Bushnell Peak Funding, Granite Peak Funding, Middle Peak Funding, Bison Peak Funding, Blanca Peak Funding, Windom Peak Funding, Monarch Peak and Borah Peak Funding, which are collectively referred to as the “SPVs”, and the secured financing facilities described below are collectively referred to as the “SPV Financing Facilities”.

The obligations of each SPV to the lenders under the applicable SPV Financing Facility are secured by a first priority security interest in all of the applicable SPV’s portfolio investments and cash. The obligations of each SPV under the applicable SPV Financing Facility are non-recourse to the Company, and the Company’s exposure to the credit facility is limited to the value of its investment in the applicable SPV.

In connection with the SPV Financing Facilities, the applicable SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. Each SPV Financing Facility contains customary events of default for similar financing transactions, including if a change of control of the applicable SPV occurs. Upon the occurrence and during the continuation of an event of default, the lenders under the applicable SPV Financing Facility may declare the outstanding advances and all other obligations under the applicable SPV Financing Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that the applicable SPV obtain the consent of the lenders under the applicable SPV Financing Facility prior to entering into any sale or disposition with respect to portfolio investments.

As of June 30, 2022 and December 31, 2021, the Company was in compliance with all covenants and other requirements of the SPV Financing Facilities.

Bard Peak Funding Facility

On March 15, 2021, Bard Peak Funding, a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (the “Bard Peak Funding Facility”) with BNP Paribas (“BNPP”). BNPP serves as administrative

agent, Wells Fargo Bank, National Association, serves as collateral agent, and the Company serves as servicer under the Bard Peak Funding Facility.

Advances under the Bard Peak Funding Facility initially bear interest at a per annum rate equal to the three-month LIBOR in effect, plus an applicable margin of 1.55% to 2.15% per annum depending on the nature of the advances being requested under the credit facility. After March 15, 2024, the applicable margin on all outstanding advances will be 3.15% per annum. Effective July 15, 2021, Bard Peak Funding will pay a commitment fee of 0.90% per annum if the unused facility amount is greater than 50% or 0.35% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments until March 15, 2024, in addition to certain other fees as agreed between Bard Peak Funding and BNPP.

The initial principal amount of the commitments under the Bard Peak Funding Facility was $600 million. Effective July 23, 2021, October 29, 2021, November 18, 2021 and December 15, 2021, the maximum commitment amount of the Bard Peak Funding Facility was $1.0 billion, $1.5 billion, $2.0 billion and $1.7 billion, respectively. Proceeds from borrowings under the credit facility may be used to fund portfolio investments by Bard Peak Funding and to make advances under delayed draw term loans and revolving loans where Bard Peak Funding is a lender. The period during which Bard Peak Funding may make borrowings under the Bard Peak Funding Facility expires on March 15, 2024, and the Bard Peak Funding Facility will mature and all amounts outstanding under credit facility must be repaid by March 15, 2026.

On March 15, 2021, concurrent with the closing of the Bard Peak Funding Facility, Maple Park (as defined in Note 7) merged with and into Bard Peak Funding (the “Merger”) pursuant to an Agreement and Plan of Merger, with Bard Peak Funding the surviving entity of the Merger.

Upon consummation of the Merger, Bard Peak Funding used the proceeds of borrowings under the Bard Peak Funding Facility to repay in full all outstanding indebtedness under the Syndicated Warehouse (as defined in Note 7); and to redeem in full the Subordinated Notes (as defined in Note 7).

Castle Peak Funding Facility

On January 8, 2021, Castle Peak Funding entered into a senior secured revolving credit facility (the “Castle Peak Funding Facility”) with Citibank, N.A. (“Citi”). Citi serves as administrative agent, Wilmington Trust, National Association, serves as collateral agent, custodian and collateral administrator and the Company serves as collateral manager under the Castle Peak Funding Facility.

Advances used to finance the purchase or origination of broadly syndicated loans under the Castle Peak Funding Facility initially bear interest at a per annum rate equal to the three-month LIBOR, plus the applicable margin of 1.50% per annum. Advances used to finance the purchase or origination of middle market loans under the Castle Peak Funding Facility initially bear interest at a per annum rate equal to LIBOR plus the applicable margin of 2.00% per annum. After January 8, 2024, the applicable margin on outstanding advances will be increased by 1.00% per annum. Castle Peak Funding pays a commitment fee of 1.85% per annum if the unused facility amount is greater than 30% or 0.50% per annum if the unused facility amount is less than or equal to 30% and greater than 10%, based on the average daily unused amount of the financing commitments until January 8, 2024, in addition to certain other fees as agreed between Castle Peak Funding and Citi.

The initial principal amount of the Castle Peak Funding Facility was $200 million. Effective March 15, 2021, July 15, 2021 and December 21, 2021, the maximum commitment amount of the revolving credit commitments under the credit facility was $800 million, $1.3 billion and $1.6 billion, respectively. Proceeds from borrowings under the Castle Peak Funding Facility may be used to fund portfolio investments by Castle Peak Funding and to make advances under revolving loans or delayed draw term loans where Castle Peak Funding is a lender. The period during which Castle Peak Funding may make borrowings under the Castle Peak Funding Facility expires on January 8, 2024, and the Castle Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by January 8, 2026.

Maroon Peak Funding Facility

On January 28, 2021, Maroon Peak Funding entered into a senior secured revolving credit facility (the “Maroon Peak Funding Facility”) with Morgan Stanley Bank, N.A. (“MS”). Morgan Stanley Senior Funding, Inc. serves as administrative agent , U.S. Bank National Association, serves as collateral agent and the Company serves as collateral manager under the Maroon Peak Funding Facility.

Advances may be used to finance the purchase or origination of broadly syndicated loans under the Maroon Peak Funding Facility and initially bear interest at a per annum rate equal to the three-month LIBOR then in effect plus the applicable spread of 1.30% per annum. After January 28, 2022, the applicable spread on outstanding advances will increase to 2.00% per annum. Effective July 28, 2021, Maroon Peak Funding will pay a commitment fee of 0.50% per annum if the unused facility amount is greater than 10% based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between Maroon Peak Funding and MS.

The initial principal amount of the Maroon Peak Funding Facility was $500 million. On February 26, 2021, March 23, 2021, June 29, 2021 and February 25, 2022, the maximum commitment amount of the revolving credit commitments under the credit facility was increased to $560 million, $1.0 billion, $700 million and $800 million, respectively. Proceeds from borrowings under the Maroon Peak Funding Facility may be used to fund portfolio investments by Maroon Peak Funding and to make advances under revolving loans or delayed draw term loans where Maroon Peak Funding is a lender. All amounts outstanding under the Maroon Peak Funding Facility must be repaid by October 13, 2023, unless the parties have entered into an extension agreement.

Summit Peak Funding Facility

On March 3, 2021, Summit Peak Funding entered into a senior secured revolving credit facility (which was subsequently amended and restated on May 12, 2021 and as further amended from time to time, the “Summit Peak Funding Facility”) with Société Générale (“SG”). SG serves as agent, Wilmington Trust, National Association, serves as collateral agent, custodian and collateral administrator and the Company serves as servicer under the Summit Peak Funding Facility.

Advances used to finance the purchase or origination of broadly syndicated loans under the Summit Peak Funding Facility initially bear interest at a blended per annum rate adjusted monthly based on the proportion of the broadly syndicated loans in the portfolio to the proportion of middle market loans in the portfolio, with the rate attributable to broadly syndicated loans equal to the three-month LIBOR plus the applicable margin of 1.50% per annum, and the rate attributable to middle market loans equal to LIBOR plus the applicable margin of 2.15% per annum, and with such blended rate subject to a floor of LIBOR plus 2.00% per annum. Effective September 3, 2021, Summit Peak Funding will pay a commitment fee of 0.25% per annum if the unused facility amount is greater than 25% based on the average daily unused amount of the financing commitments, and effective January 3, 2022, such fee shall increase to 0.40% per annum, terminating on March 1, 2024, in addition to certain other fees as agreed between Summit Peak Funding and SG.

The initial principal amount of the Summit Peak Funding Facility is $500 million. Effective May 12, 2021, October 29, 2021 and March 17, 2022, the maximum commitment amount of the Summit Peak Funding Facility was $1.0 billion, $2.0 billion and $2.3 billion, respectively. Proceeds from borrowings under the Summit Peak Funding Facility may be used to fund portfolio investments by Summit Peak Funding and to make advances under revolving loans or delayed draw term loans where Summit Peak Funding is a lender. The period during which Summit Peak Funding may make borrowings under the Summit Peak Funding Facility expires on March 1, 2024, and the Summit Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by March 3, 2026.

Denali Peak Funding Facility

Pursuant to the Purchase Agreement (as discussed in Note 11), Denali Peak Funding is now indirectly wholly-owned by the Company. Denali Peak Funding is party to a senior secured revolving credit facility (the “Denali Peak Funding Facility”), dated as of October 11, 2018, with Deutsche Bank AG, New York Branch (“DB”), which credit facility was indirectly assumed by the Company pursuant to the Purchase Agreement. DB serves as agent, U.S. Bank National Association serves as collateral agent and collateral custodian and Twin Peaks (as discussed in Note 11) serves as servicer under the Denali Peak Funding Facility.

Advances under the Denali Peak Funding Facility initially bear interest at a per annum rate equal to the three-month LIBOR, plus the applicable margin of 2.00% per annum. After October 11, 2021, the applicable margin on outstanding advances was increased by 0.25% per annum.

The initial principal amount of the Denali Peak Funding Facility was $200 million, which was fully drawn. Effective September 30, 2021, October 20, 2021 and March 9, 2022, the maximum commitment amount of the Denali Peak Funding Facility was $600 million, $675 million and $750 million, respectively. Proceeds from borrowings under the Denali Peak Funding Facility may be used to fund portfolio investments by Denali Peak Funding and to make advances under revolving loans where Denali Peak Funding is a lender. Effective September 30, 2021, the period during which Denali Peak Funding may

make borrowings under the Denali Peak Funding Facility expires on September 30, 2024, and the Denali Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by September 30, 2026.

Bushnell Peak Funding Facility

On May 12, 2021, Bushnell Peak Funding, a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (the “Bushnell Peak Funding Facility”) with Bank of America, N.A. (“Bank of America”). Bank of America serves as administrative agent, Wells Fargo Bank, N.A. serves as collateral administrator and the Company serves as investment adviser under the Bushnell Peak Credit Facility.

Advances under the Bushnell Peak Credit Facility bear interest at a per annum rate equal to the “base rate” (which is the greatest of (i) the sum of (A) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System plus (B) 0.5%, (ii) the prime rate as publicly announced by Bank of America and (iii) one month LIBOR) plus the applicable margin of 1.35% per annum. Bushnell Peak Funding is required to utilize a minimum percentage of the financing commitments (the “Minimum Utilization Amount”), which amount is equal to 80% of the aggregate commitments beginning one month after the closing date of the Bushnell Peak Credit Facility and thereafter. Unused amounts below the Minimum Utilization Amount accrue a fee at a rate of 1.35% per annum. In addition, Bushnell Peak Funding will pay an unused fee of 0.50% per annum on the daily unused amount of the financing commitments in excess of the Minimum Utilization Amount, commencing one month after the closing date of the Bushnell Peak Credit Facility.

The initial principal amount of the Bushnell Peak Credit Facility is $425 million. Effective December 6, 2021, the maximum commitment amount of the Bushnell Peak Funding Facility was increased to $600 million. Proceeds from borrowings under the Bushnell Peak Credit Facility may be used to fund portfolio investments by Bushnell Peak Funding and to make advances under revolving loans or delayed draw term loans where Bushnell Peak Funding Facility is a lender. All amounts outstanding under the Bushnell Peak Credit Facility must be repaid by the date that is two years after the closing date of the Bushnell Peak Credit Facility.

Granite Peak Funding Facility

On June 17, 2021, Granite Peak Funding, a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (the “Granite Peak Funding Facility”) with Goldman Sachs Bank USA (“GS”). GS serves as administrative agent, Wilmington Trust, National Association, serves as collateral agent, custodian and collateral administrator, and the Company serves as servicer under the Granite Peak Funding Facility.

Advances under the Granite Peak Funding Facility initially bear interest at a per annum rate equal to, in the case of dollar advances, three-month LIBOR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 2.10% per annum. Commencing on October 15, 2021, Granite Peak Funding will pay an unused commitment fee of 0.25% per annum on the average daily unused commitments under the Granite Peak Funding Facility, which fee shall increase to 0.40% per annum from and after January 13, 2022. The unused commitment fee will be payable only when more than 25% of the total commitments under the Granite Peak Funding Facility are unused, and will terminate when Granite Peak Funding is no longer permitted to make borrowings under the Granite Peak Funding Facility. Granite Peak Funding will also pay to GS an administrative agency fee at a rate of 0.15% per annum on the aggregate principal amount of outstanding advances under the Granite Peak Funding Facility, in addition to certain other fees as agreed between Granite Peak Funding and GS.

The initial principal amount of the commitments under the Granite Peak Funding Facility is $250 million. Effective June 7, 2022, the maximum commitment amount of the Granite Peak Funding Facility was $750 million. Proceeds from borrowings under the Granite Peak Funding Facility may be used to fund portfolio investments by Granite Peak Funding and to make advances under delayed draw term loans and revolving loans where Granite Peak Funding is a lender. The period during which Granite Peak Funding may make borrowings under the Granite Peak Funding Facility expires on June 17, 2024, and the Granite Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by June 17, 2026.

Middle Peak Funding Facility

On June 30, 2021, Middle Peak Funding, a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (the “Middle Peak Funding Facility”) with MS. MS serves as agent, Wilmington Trust, National

Association, serves as collateral agent, custodian and collateral administrator and the Company serves as collateral manager under the Middle Peak Funding Facility.

Advances under the Middle Peak Funding Facility initially bear interest at a per annum rate equal to, in the case of dollar advances, three-month LIBOR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin. The applicable margin will initially be 1.60% per annum for advances used to finance the purchase or origination of broadly syndicated loans, and 2.00% per annum for advances used to finance the purchase or origination of middle market loans. Effective December 30, 2021, the applicable margin for all advances will be 2.00% per annum, and will increase to 2.10% per annum effective on June 30, 2024. Effective October 30, 2021, Middle Peak Funding pays a commitment fee of 0.35% per annum if the unused facility amount is greater than 10% based on the average daily unused amount of the financing commitments, terminating on June 30, 2024. Effective October 30, 2021, Middle Peak Funding pays interest on an interest-only loan in the notional amount of the aggregate commitments under the Middle Peak Funding Facility, in an amount of 0.15% per annum if the unused facility amount is greater than 10% based on the average daily unused amount of the financing commitments, terminating on June 30, 2024, in addition to certain other fees as agreed between Middle Peak Funding and MS.

The initial principal amount of the Middle Peak Funding Facility is $500 million. On October 22, 2021, the Company amended the Middle Peak Funding Facility to, among other things, increase the maximum commitment amount to $800 million from $500 million. Proceeds from borrowings under the Middle Peak Funding Facility may be used to fund portfolio investments by Middle Peak Funding and to make advances under revolving loans or delayed draw term loans where Middle Peak Funding is a lender. The period during which Middle Peak Funding may make borrowings under the Middle Peak Funding Facility expires on June 30, 2024, and the Middle Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by January 3, 2033.

Bison Peak Funding Facility

On July 23, 2021, Bison Peak Funding, a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (the “Bison Peak Funding Facility”) with Bank of America. Bank of America serves as administrative agent, Wilmington Trust, National Association, serves as collateral administrator and the Company serves as manager under the Bison Peak Funding Facility.

Advances under the Bison Peak Funding Facility bear interest initially at a per annum rate equal to, in the case of dollar advances, three-month LIBOR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin adjusted at one-month or three-month intervals based on the proportion of the broadly syndicated loans, large corporate loans and middle market loans in the portfolio, with the applicable margin attributable to broadly syndicated loans equal to 1.50% per annum, the applicable margin attributable to large corporate loans equal to 1.75% per annum and the applicable margin applicable to middle market loans equal to 2.00% per annum. The applicable margin for all advances will increase by 0.50% per annum effective on July 23, 2024. Effective January 23, 2022, Bison Peak Funding is required to utilize a minimum percentage of the financing commitments, which amount increases in three-month intervals from 20% on such effective date to 80% from and after October 23, 2022 and thereafter. Unused amounts below such minimum utilization amount accrue a fee at a rate of 2.00% per annum. In addition, effective on September 23, 2021, Bison Peak Funding pays an unused fee on the daily unused amount of the financing commitments in excess of such minimum utilization amount, which amount shall initially be 0.20% per annum and shall increase to 0.40% per annum from and after November 23, 2021, in addition to certain other fees as agreed between Bison Peak Funding and Bank of America.

The initial maximum commitment amount of the Bison Peak Funding Facility is $1.0 billion. Effective September 30, 2021, the maximum commitment amount of the Bison Peak Funding Facility was increased to $1.5 billion. Proceeds from borrowings under the Bison Peak Funding Facility may be used to fund portfolio investments by Bison Peak Funding and to make advances under revolving loans or delayed draw term loans where Bison Peak Funding is a lender. All amounts outstanding under the Bison Peak Funding Facility must be repaid by July 23, 2026.

Blanca Peak Funding Facility

On August 16, 2021, BCRED Blanca Peak Funding LLC, a wholly-owned subsidiary of the Company (“Blanca Peak Funding”), entered into a senior secured revolving credit facility (the “Blanca Peak Funding Facility”) with Barclays. Barclays serves as administrative agent, Wilmington Trust, National Association, serves as collateral administrator, collateral agent and securities intermediary and the Company serves as servicer under the Blanca Peak Funding Facility.

Advances under the Blanca Peak Funding Facility initially bear interest at a per annum rate equal to, at Blanca Peak Funding’s option, (x) in the case of dollar advances, LIBOR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency or (y) the applicable base rate in effect for such currency, plus an applicable margin adjusted at three-month intervals based on the proportions of the broadly syndicated obligations and other investments in the

portfolio, with the applicable margin attributable to broadly syndicated obligations equal to 1.50% per annum and the applicable margin attributable to other portfolio investments equal to 2.00% per annum. Effective December 16, 2021, Blanca Peak Funding is required to utilize a minimum of 75% of the financing commitments, subject to adjustment as set forth in the Blanca Peak Funding Facility. Unused amounts below such minimum utilization amount accrue interest at a rate equal to the applicable margin described above. In addition, effective on December 16, 2021, Blanca Peak Funding will pay an unused fee on the daily unused amount of the financing commitments in excess of such minimum utilization amount, which amount shall initially be 0.50% per annum and shall decrease to 0.25% per annum from and after May 17, 2022, in addition to certain other fees as agreed between Blanca Peak Funding and Barclays. The unused fee shall be 0.0% for any date Blanca Peak Funding is utilizing more than 90% of the financing commitments.

The initial maximum commitment amount of the Blanca Peak Funding Facility is $1.0 billion. Proceeds from borrowings under the Blanca Peak Funding Facility may be used to fund portfolio investments by Blanca Peak Funding and to make advances under revolving loans or delayed draw term loans where Blanca Peak Funding is a lender. All amounts outstanding under the Blanca Peak Funding Facility must be repaid by August 16, 2026.

Windom Peak Funding Facility

On September 2, 2021, Windom Peak Funding, a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (the “Windom Peak Funding Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”). Wells Fargo serves as administrative agent and collateral administrator and the Company serves as investment adviser under the Windom Peak Funding Facility.

Proceeds from borrowings under the Windom Peak Funding Facility may be used to fund portfolio investments by Windom Peak Funding during the reinvestment period (which, initially, is scheduled to end three years after the closing date of the Windom Peak Funding Facility) and to make advances under revolving loans or delayed draw term loans in respect of which Windom Peak Funding is a lender. The maximum facility amount of the Windom Peak Funding Facility is $1.0 billion which increased to $2.0 billion effective March 18, 2022 .

Advances under the Windom Peak Funding Facility may be denominated in United States dollars, Canadian dollars, British pound sterling or Euros and will bear interest, payable on a monthly basis in arrears, at a per annum rate equal to the “benchmark” rate (which is, initially, LIBOR with respect to advances denominated in U.S. dollars, Canadian Dollar Offered Rate (“CDOR”) with respect to advances denominated in Canadian dollars, Sterling Overnight Index Average (“SONIA”) with respect to advances made in British pound sterling and EURIBOR with respect to any advances denominated in Euros) plus the “applicable margin” (which is a blended spread equal to the sum of 1.55% per annum with respect to any advances backed by broadly-syndicated loans and 2.05% per annum with respect to any advances backed by recurring revenue loans, middle market loans, first-lien last out loans or second lien loans).

In addition, Windom Peak Funding will be required to pay fees on the amount of any unused commitment during the reinvestment period of the Windom Peak Funding Facility. The unused commitment fee will equal the weighted daily average of such Unused Facility Amount on each day during the applicable accrual period multiplied by 0.25% during the first six months of the Windom Peak Funding Facility, by 0.50% during the second six months of the Windom Peak Funding Facility and by a blended rate equal to 0.50% on any Unused Facility Amount up to 40% of the maximum facility amount and 1.50% on any Unused Facility Amount exceeding 40% of the maximum facility amount from the 12 month anniversary of the Windom Peak Funding Facility until the end of the reinvestment period. All amounts outstanding under the Windom Peak Funding Facility must be repaid by September 2, 2026.

Monarch Peak Funding Facility

On November 3, 2021, Monarch Peak Funding, a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (the “Monarch Peak Funding Facility”) with MUFG Bank, Ltd. (“MUFG”). MUFG serves as administrative agent, The Bank of New York Mellon Trust Company, National Association, serves as collateral agent, collateral custodian and collateral administrator and the Company serves as collateral manager under the Monarch Peak Funding Facility.

Advances used to finance the purchase or origination of broadly syndicated loans under the Monarch Peak Funding Facility initially bear interest at a per annum rate equal to one-month LIBOR, plus the applicable margin of 1.50% per annum. Advances used to finance the purchase or origination of middle market loans under the Monarch Peak Funding Facility initially bear interest at a per annum rate equal to one-month LIBOR plus the applicable margin of 1.65% per annum. Commencing on the later of April 3, 2022 and the date that is five months after the most recent closing date of a permitted collateralized loan obligation transaction, Monarch Peak Funding will pay an unused commitment fee of 0.50% per annum on the daily unused commitments under the Monarch Peak Funding Facility, which fee shall decrease to 0.35% per annum from and after the later of September 3, 2022 and the date that is ten months after the most recent closing date of any such permitted collateralize loan

obligation transaction, in addition to certain other fees as agreed between Monarch Peak Funding and MUFG. The unused commitment fee will be payable only when more than 10% of the total commitments under the Monarch Peak Funding Facility are unused, and will terminate when Monarch Peak Funding is no longer permitted to make borrowings under the Monarch Peak Funding Facility.

The initial principal amount of the Monarch Peak Funding Facility is $1.0 billion. Effective May 1, 2022, the maximum commitment amount of the Monarch Peak Funding Facility was $2.0 billion. Proceeds from borrowings under the Monarch Peak Funding Facility may be used to fund portfolio investments by Monarch Peak Funding and to make advances under revolving loans or delayed draw term loans where Monarch Peak Funding is a lender. The period during which Monarch Peak Funding may make borrowings under the Monarch Peak Funding Facility expires on November 3, 2024, and the Monarch Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by November 3, 2026.

Borah Peak Funding Facility

On April 4, 2022, Borah Peak Funding LLC, a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (the “Borah Peak Funding Facility”) with Bank of America. Bank of America serves as administrative agent, Deutsche Bank Trust Company Americas serves as collateral administrator and the Company serves as manager under the Borah Peak Funding Facility.

Advances under the Borah Peak Funding Facility bear interest initially at a per annum rate equal to: (i) in the case of term SOFR loans, a rate per annum equal to the term SOFR rate for such day plus 1.35%, and (ii) in the case of base rate loans, 1.35% plus the higher of (a) the federal funds rate plus ½ of 1%, (b) the prime rate in effect for such day, (c) term SOFR plus 1.00%, and (d) 1.00%. Effective January 4, 2023, Borah Peak Funding is required to utilize a minimum percentage of the financing commitments, which amount increases in three-month intervals from 20% on such effective date to 80% from and after October 4, 2022 and thereafter. Unused amounts below such minimum utilization amount accrue a fee at a rate of 1.35% per annum. In addition, effective on January 4, 2023, Borah Peak Funding pays an unused fee on the daily unused amount of the financing commitments in excess of such minimum utilization amount, which amount shall initially be 0.25% per annum, in addition to certain other fees as agreed between Borah Peak Funding and Bank of America.

The initial maximum commitment amount of the Borah Peak Funding Facility is $400 million. Proceeds from borrowings under the Borah Peak Funding Facility may be used to fund portfolio investments by Borah Peak Funding and to make advances under revolving loans or delayed draw term loans where Borah Peak Funding is a lender. All amounts outstanding under the Borah Peak Funding Facility must be repaid by April 4, 2024.

Revolving Credit Facility

On May 18, 2021, the Company, entered into a senior secured credit facility (the “Revolving Credit Facility”) with Citi. Citi serves as administrative agent and collateral agent.

On May 6, 2022, the Company entered into an amendment and restatement agreement (the “A&R Agreement”), which amends and restates the senior secured credit facility, dated May 18, 2021 (as amended by Amendment No. 1 to Senior Secured Credit Agreement, dated as of November 5, 2021, Amendment No. 2 to Senior Secured Credit Agreement, dated as of March 7, 2022, and the A&R Agreement, the “Credit Agreement”), by and among the Company, as borrower, Citibank, N.A. as administrative agent, and each of the lenders from time to time party thereto. The A&R Agreement provides for, among other things, (a) an upsize of the aggregate principal amount of the revolving credit commitments under the Credit Agreement from $3.0 billion to $5.150 billion, (b) an upsize of the accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the Credit Agreement from up to $5.0 billion to up to $7.0 billion, (c) an extension of the revolver availability period from May 2025 to May 2026, (d) an extension of the scheduled maturity date from May 2026 to May 2027, (e) the replacement of the LIBOR benchmark provisions with SOFR benchmark provisions, including applicable credit spread adjustments, and (f) resetting the minimum shareholders’ equity test.

The Revolving Credit Facility provides for borrowings in U.S. dollars and certain agreed upon foreign currencies in an initial aggregate amount of up to $1,425 million. Effective September 7, 2021, November 5, 2021, November 16, 2021 and May 6, 2022, the maximum commitment amount of the Revolving Credit Facility was $1,500 million, $3,000 million, $3,250 million and $5,150 million, respectively. Borrowings under the Revolving Credit Facility are subject to compliance with a borrowing base. The Revolving Credit Facility provides for the issuance of letters of credit on behalf of the Company in an aggregate face amount not to exceed $100 million. Proceeds from the borrowings under the Revolving Credit Facility may be used for general corporate purposes of the Company and its subsidiaries. The period during which the Company may make

borrowings on the Revolving Credit Facility expires on May 6, 2026, and the Revolving Credit Facility will mature and all amounts outstanding under the credit facility must be repaid by May 6, 2027, pursuant to an amortization schedule.

Borrowings under the Revolving Credit Facility bear interest at a per annum rate equal to, (x) for loans for which the Company elects the base rate option, the “alternate base rate” (which is the greatest of (a) the prime rate as publicly announced by Citi, (b) the sum of (i) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System plus (ii) 0.5%, and (c) one month LIBOR plus 1% per annum) plus (A) if the gross borrowing base is equal to or greater than 1.6 times the combined revolving debt amount, 0.75%, or (B) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 0.875%, (y) for loans for which the Company elects the Eurocurrency option, the applicable LIBO Rate for the related Interest Period for such Borrowing plus (A) if the gross borrowing base is equal to or greater than 1.6 times the combined revolving debt amount, 1.75%, or (B) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 1.875% and (z) with respect to any loan denominated in Pounds Sterling, SONIA for the applicable date plus (A) if the gross borrowing base is equal to or greater than 1.6 times the combined revolving debt amount, 1.8693%, or (B) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 1.9943%. The Company will ~~take purchase orders~~pay an unused fee of 0.375% per annum on the daily unused amount of the revolver commitments. The Company will pay letter of credit participation fees and ~~hold investors’ funds~~a fronting fee on the average daily amount of any lender’s exposure with respect to any letters of credit issued under the Revolving Credit Facility.

The Company’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in substantially all of the Company’s assets.

In connection with the Revolving Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. In addition, the Company must comply with the following financial covenants: (a) the Company must maintain a minimum shareholders’ equity, measured as of each fiscal quarter end; and (b) the Company must maintain at all times a 150% asset coverage ratio.

The Revolving Credit Facility contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an ~~interest-bearing escrow account until it receives purchase orders for at least $100~~event of default, Citi may terminate the commitments and declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable.

As of June 30, 2022 and December 31, 2021, the Company was in compliance with all covenants and other requirements of the Revolving Credit Facility.

Unsecured Bonds

Private Placement Bonds

June 2024 Notes

On June 21, 2021, the Company entered into a Note Purchase Agreement (the “2021 Note Purchase Agreement”) governing the issuance of $435.0 million ~~(excluding any shares~~in aggregate principal amount of its 2.56% Series A Senior Notes (the “June 2024 Notes”) to qualified institutional investors in a private placement. The June 2024 Notes were issued on June 21, 2021 and will mature on June 21, 2024 unless redeemed, purchased or prepaid prior to such date by the ~~Adviser,~~Company or its affiliates in accordance with their terms. Interest on the June 2024 Notes will be due semiannually on June 3 and December 3. In addition, the Company is obligated to offer to repay the June 2024 Notes at par if certain change in control events occur. The June 2024 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. In addition, in the event that June 2024 notes receive a below investment grade rating by either one rating agency if there are only one or two rating agencies providing ratings of the June 2024 Notes, or two-thirds of the rating agencies if there are three rating agencies who are rating the notes (a “Below Investment Grade Event”), the June 2024 Notes will bear interest at a fixed rate of 3.56% per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing.

In connection with the June 2024 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 2.56% and pays a floating interest rate of SOFR + 0.93% on a notional amount of $435 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

As of June 30, 2022 and December 31, 2021, the Company was in compliance with all covenants and other requirements of the June 2024 Notes.

June 2026 Notes

On August 17, 2021, the Company entered into the first supplement (the “First Supplement”) to the 2021 Note Purchase Agreement, governing the issuance of $400.0 million in aggregate principal amount of its 3.27% Series B Senior Notes (the “June 2026 Notes”) to qualified institutional investors in a private placement. The June 2026 Notes were issued on June 21, 2021 and will mature on June 21, 2026 unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the June 2026 Notes will be due semiannually on February 17 and August 17. In addition, the Company is obligated to offer to repay the June 2026 Notes at par if certain change in control events occur. The June 2026 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. In addition, in the event of a Below Investment Grade Event, the June 2026 Notes will bear interest at a fixed rate of 4.27% per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing.

As of June 30, 2022 and December 31, 2021, the Company was in compliance with all covenants and other requirements of the June 2026 Notes.

May 2027 Notes

On May 3, 2022, the Company entered into a Note Purchase Agreement (the “2022 Note Purchase Agreement”) governing the issuance of $625.0 million in aggregate principal amount 5.61% Series A Senior Notes (the “May 2027 Notes”) to qualified institutional investors in a private placement. The May 2027 Notes were issued on May 3, 2022 and will mature on May 3, 2027 unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the May 2027 Notes will be due semiannually. In addition, the Company is obligated to offer to repay the May 2027 Notes at par if certain change in control events occur. The May 2027 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. In addition, in the event that a Below Investment Grade Event occurs, the May 2027 Notes will bear interest at a fixed rate of 6.61% per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing.

In connection with the May 2027 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 5.61% and pays a floating interest rate of SOFR + 2.79% on a notional amount of $625 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

As of June 30, 2022, the Company was in compliance with all covenants and other requirements of the May 2027 Notes.

Rule 144A Notes

The Company issued unsecured notes, as further described below: September 2024 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes, March 2027 Notes, January 2025 Notes, January 2029 Notes and March 2025 Notes, which are collectively referred to as the “Unsecured Notes.”

The Unsecured Notes contain certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, whether or not it is subject to those requirements, and to provide financial information to the holders of the Unsecured Notes and the ~~Company’s trustees~~Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and ~~officers but including any shares purchased~~exceptions that are described in ~~any private offerings), and~~each respective indenture governing the ~~Board has authorized~~Unsecured Notes (the “Unsecured Notes Indentures”).

In addition, on the ~~release~~occurrence of a “change of control repurchase event,” as defined in each respective Unsecured Notes Indenture, the Company will generally be required to make an offer to purchase the outstanding Unsecured Notes at a price equal to 100% of the ~~escrowed purchase order proceeds~~principal amount of such Unsecured Notes plus accrued and unpaid interest to ~~us so~~the repurchase date.

As of June 30, 2022 and December 31, 2021, the Company was in compliance with all covenants and other requirements of the Unsecured Notes.

September 2024 Notes

On September 15, 2021, the Company issued $365 million aggregate principal amount of 1.750% notes due 2024 (the “September 2024 Notes”) pursuant to an indenture (the “Base Indenture”) and a supplemental indenture, each dated as of September 15, 2021 (and together with the Base Indenture, the “September 2024 Notes Indenture”), between the Company and U.S. Bank National Association (the “Trustee”).

The September 2024 Notes will mature on September 15, 2024 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the September 2024 Notes Indenture. The September 2024 Notes bear interest at a rate of 1.750% per year payable semi-annually on March 15 and September 15 of each year, commencing on March 15, 2022. The September 2024 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the September 2024 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company ~~can commence operations. Even if~~later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

In connection with the September 2024 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives ~~purchase orders for $100 million, the Board may elect to wait~~ a ~~substantial~~fixed interest rate of 1.75% and pays a floating interest rate of SOFR + 0.08% on a notional amount of $365 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

December 2026 Notes

On September 15, 2021, the Company issued $900.0 million aggregate principal amount of 2.625% notes due 2026 (the “December 2026 Notes”) pursuant to a supplemental indenture, dated as of September 15, 2021 (and together with the Base Indenture, the “December 2026 Notes Indenture”), to the Base Indenture between the Company and the Trustee.

The December 2026 Notes will mature on December 15, 2026 and may be redeemed in whole or in part at the Company’s option at any time ~~before authorizing,~~ or ~~may elect not~~from time to ~~authorize,~~time at the ~~release~~redemption prices set forth in the December 2026 Notes Indenture. The December 2026 Notes bear interest at a rate of 2.625% per year payable semi-annually on June 15 and December 15 of each year, commencing on June 15, 2022. The December 2026 Notes are general unsecured obligations of the ~~escrowed proceeds. If~~Company that rank senior in right of payment to all of the Company's existing and future indebtedness that is expressly subordinated in right of payment to the December 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, ~~does not raise the minimum amount and commence operations by October 5, 2021 (one year following the effective date~~rank effectively junior to any of the Company’s ~~registration statement),~~secured indebtedness (including unsecured indebtedness that the Company secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries, financing vehicles or similar facilities.

On October 13, 2021, the Company issued $350 million aggregate principal amount of 2.625% Notes due 2026 (“December 2026 Notes Upsize”) under the Company's Base Indenture and December 2026 Notes Indenture. The December 2026 Notes Upsize were issued as “Additional Notes” under the December 2026 Notes Indenture and have identical terms to the Company's $900.0 million September 2026 Notes that were issued on September 15, 2021, other than the issue date and the issue price. The December 2026 Notes Upsize will be treated as a single class of notes with the December 2026 Notes for all purposes under the Indenture.

In connection with the December 2026 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s ~~offering will be terminated~~liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 2.625% and pays a floating interest rate of SOFR + 0.26% on a notional amount of $1,250 million. The Company designated the interest rate swap as the hedging instrument in qualifying hedge accounting relationship.

November 2026 Eurobonds

On November 2, 2021, the Company issued €500 million aggregate principal amount of 1.750% notes due 2026 (the “November 2026 Eurobonds”) pursuant to a supplemental indenture, dated as of November 2, 2021 (and together with the Base Indenture, the “November 2026 Eurobonds Indenture”), to the Base Indenture between the Company and the ~~escrow agent~~Trustee.

The November 2026 Eurobonds will ~~promptly send investors a full refund of their investment with interest~~mature on November 30, 2026 and ~~without deduction for escrow expenses. Notwithstanding~~may be redeemed in whole or in part at the ~~foregoing, an investor may elect to withdraw its purchase order and request a full refund of its investment with interest and without deduction for escrow expenses~~Company’s option at any time ~~before~~or from time to time at the ~~escrowed funds~~redemption prices set forth in the November 2026 Eurobonds Indenture. The November 2026 Eurobonds bear interest at a rate of 1.750% per year payable annually on November 30 of each year, commencing on November 30, 2021. The November 2026 Eurobonds are ~~released~~general unsecured obligations of the Company that rank senior in right of payment to all of the Company's existing and future indebtedness that is expressly subordinated in right of payment to the ~~Company. If~~November 2026 Eurobonds, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, ~~breaks escrow for~~rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries, financing vehicles or similar facilities.

November 2024 Notes

On November 22, 2021, the Company issued $500.0 million aggregate principal amount of 2.350% notes due 2024 (the “November 2024 Notes”) pursuant to a supplemental indenture, dated as of November 22, 2021 (and together with the Base Indenture, the “November 2024 Notes Indenture”), between the Company and the Trustee.

The November 2024 Notes will mature on November 22, 2024 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the 2.350% Notes Indenture. The November 2024 Notes bear interest at a rate of 2.350% per year payable semi-annually on May 22 and November 22 of each year, commencing on May 22, 2022. The November 2024 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the November 2024 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

In connection with the November 2024 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 2.350% and pays a floating interest rate of SOFR + 0.66% on a notional amount of $500 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

March 2027 Notes

On November 22, 2021, the Company issued $1.0 billion aggregate principal amount of 3.250% notes due 2024 (the “March 2027 Notes”) pursuant to a supplemental indenture, dated as of November 22, 2021 (and together with the Base Indenture, the “March 2027 Notes Indenture”), between the Company and the Trustee.

The March 2027 Notes will mature on March 15, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the March 2027 Notes Indenture. The March 2027 Notes bear interest at a rate of 3.250% per year payable semi-annually on March 15 and September 15 of each year, commencing on March 15, 2022. The March 2027 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the March 2027 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

January 2025 Notes

On January 18, 2022, the Company issued $500.0 million aggregate principal amount of 2.700% notes due in 2025 (the “January 2025 Notes”) pursuant to a supplemental indenture, dated as of January 18, 2022 (and together with the Base Indenture, the “January 2025 Notes Indenture”), to the Base Indenture between the Company and the Trustee.

The January 2025 Notes will mature on January 15, 2025 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the 2025 Notes Indenture. The 2025 Notes bear interest at a rate of 2.700% per year payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2022. The 2025 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2025 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

In connection with the January 2025 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 2.70% and pays a floating interest rate of SOFR + 0.99% on a notional amount of $500 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

January 2029 Notes

On January 18, 2022, the Company issued $650.0 million aggregate principal amount of 4.000% notes due in 2029 (the “January 2029 Notes”) pursuant to a supplemental indenture, dated as of January 18, 2022 (and together with the Base Indenture, the “January 2029 Notes Indenture”), to the Base Indenture between the Company and the Trustee.

The January 2029 Notes will mature on January 15, 2029 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the January 2029 Notes Indenture. The January 2029 Notes bear interest at a rate of 4.000% per year payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2022. The January 2029 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the January 2029 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

March 2025 Notes

On March 24, 2022, the Company issued $900.0 million aggregate principal amount of 4.700% notes due in 2025 (the “March 2025 Notes”) pursuant to a supplemental indenture, dated as of March 24, 2022 (and together with the Base Indenture, the “March 2025 Notes Indenture”), to the Base Indenture between the Company and the Trustee.

The March 2025 Notes will mature on March 24, 2025 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The March 2025 Notes bear interest at a rate of 4.700% per year payable semi-annually on March 24 and September 24 of each year, commencing on September 24, 2022. The March 2025 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the March 2025 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

In connection with the March 2025 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 4.70% and pays a floating interest rate of SOFR + 2.43% on a notional amount of $900 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

April 2026 UK Bonds

On April 14, 2022, the Company issued £250.0 million in aggregate principal amount of its ~~offering~~4.875% notes due 2026 (the “April 2026 Notes”) pursuant to a supplemental indenture, dated as of April 14, 2022 (and together with the Base Indenture, the “April 2026 Notes Indenture”), to the Base Indenture between the Company and ~~commence operations,~~the Trustee.

The April 2026 Notes will mature on April 14, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The April 2026 Notes bear interest ~~earned~~at a rate of 4.875% per year payable annually on ~~funds~~April 14 of each year, commencing April 14, 2023. The April 2026 Notes are general unsecured obligations of the Company that rank senior in ~~escrow~~right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the April 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

In connection with the April 2026 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 4.875% and pays a floating interest rate of SONIA + 2.78% on a notional amount of £250 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

The table below presents the carrying value of unsecured borrowings that are designated in a hedging relationship and the related cumulative hedging adjustment (increase/decrease) from current and prior hedging relationships included in such carrying values:


Description	Carrying Value		Cumulative Hedging Adjustments
Unsecured long-term borrowings	$	4,734,598	$	96,198

Debt Securitizations

The Company has determined that the securitization vehicles noted below operate as an extension of the Company and therefore, will be ~~released~~consolidated by the Company.

2021-1 BSL Debt Securitization

On June 29, 2021, the Company completed a $876.6 million term debt securitization (the “2021-1 BSL Debt Securitization”), $819.5 million of which was funded on the closing date. Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the 2021-1 BSL Debt Securitization (collectively, the “2021-1 BSL Notes”) were issued by BCRED BSL CLO 2021-1, Ltd. (“BCRED BSL CLO Issuer”), a special purpose vehicle with its ordinary shares owned in a Cayman Islands charitable trust, and BCRED BSL CLO 2021-1, LLC, wholly-owned subsidiary of BCRED BSL CLO Issuer (collectively, the “2021-1 BSL Issuers”), and are secured by a diversified portfolio of senior secured loans and participation interests therein. The Company holds the subordinated notes of BCRED BSL CLO Issuer representing a residual economic interest in BCRED BSL CLO Issuer.

The following table presents information on the secured and unsecured notes issued in the 2021-1 BSL Debt Securitization:

June 30, 2022

Description

Type

Principal Outstanding

Interest Rate

Credit Rating

Class A Notes

Senior Secured Floating Rate

499,800

L+1.25%

Aaa

Class B Notes

Senior Secured Floating Rate

38,760

L+1.80%

Aa2

Class C Notes

Mezzanine Secured Deferrable Floating Rate

59,160

L+2.15%

Class D Notes

Mezzanine Secured Deferrable Floating Rate

65,280

L+3.35%

Baa3

Class E Notes(1)

Junior Secured Deferrable Floating Rate

—

L+7.00%

Ba3

Total Secured Notes

663,000

Subordinated Notes (2)

156,500

None

Not rated

Total 2021-1 BSL Notes

819,500

(1)The Class E Notes were initially issued as unfunded, undrawn class of notes, in the amount of $57.1 million, that may be funded after closing at direction of the Company.

(2)The Company retained all of the Subordinated Notes issued in the 2021-1 Debt Securitization which are eliminated in consolidation.

The 2021-1 BSL Notes mature in July 2034, unless redeemed by the 2021-1 BSL Issuers, at the direction of the Company as holder of the Subordinated Notes on any business day after July 20, 2023. In connection with the sale and contribution, the Company has made customary representations, warranties and covenants to the 2021-1 BSL Issuers. The Class A Notes, Class B Notes, Class C Notes and Class D Notes are the secured obligations of the 2021-1 BSL Issuers and the Class E Notes and Subordinated Notes are the unsecured obligations of BCRED BSL CLO Issuer. The indenture governing the 2021-1 BSL Notes includes customary covenants and events of default.

The 2021-1 BSL Notes have not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.

The Company serves as collateral manager to BCRED BSL CLO Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.

2021-2 Debt Securitization

On November 1, 2021, the Company completed a $603.7 million term debt securitization (the “2021-2 Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the 2021-2 Debt Securitization (collectively, the “2021-2 Notes”) were issued by BCRED BSL CLO 2021-2, Ltd. (“BCRED BSL CLO 2 Issuer”), a special purpose vehicle with its ordinary shares owned in a Cayman Islands charitable trust, and BCRED BSL CLO 2021-2, LLC, a wholly-owned subsidiary of BCRED BSL CLO 2 Issuer (collectively, the “2021-2 Issuers”), and are secured by a diversified portfolio of senior secured loans and participation interests therein. The Company holds the subordinated notes of BCRED BSL CLO 2 Issuer representing a residual economic interest in BCRED BSL CLO 2 Issuer.

The following table presents information on the secured and unsecured notes issued in the 2021-2 Debt Securitization:

June 30, 2022

Description

Type

Principal Outstanding

Interest Rate

Credit Rating

Class A-L Loans

Senior Secured Floating Rate

218,000

L+1.22%

Aaa

Class A Notes

Senior Secured Floating Rate

149,500

L+1.22%

Aaa

Class B Notes

Senior Secured Floating Rate

38,100

L+1.75%

Aa2

Class C Notes

Mezzanine Secured Deferrable Floating Rate

48,000

L+2.05%

Class D Notes

Mezzanine Secured Deferrable Floating Rate

52,200

L+3.15%

BBB-

Total Secured Notes

505,800

Subordinated Notes (1)

97,850

None

Not rated

Total 2021-2 Notes

603,650

(1)The Company retained all of the Subordinated Notes issued in the 2021-2 Debt Securitization which are eliminated in consolidation.

100

The 2021-2 Notes mature in October 2034, unless redeemed by the 2021-2 Issuers, at the direction of the Company as holder of the Subordinated Notes on any business day after October 20, 2023. In connection with the sale and contribution, the Company has made customary representations, warranties and covenants to the 2021-2 Issuers. The Class A-L Loans, Class A Notes, Class B Notes, Class C Notes and Class D Notes are the secured obligations of the 2021-2 Issuers and the Subordinated Notes are the unsecured obligations of BCRED BSL CLO 2 Issuer. The indenture governing the 2021-2 Notes and the credit agreement governing the Class A-L Loans include customary covenants and events of default.

The 2021-2 Notes have not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.

The Company serves as collateral manager to BCRED BSL CLO 2 Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.

2021-1 MML Debt Securitization

On December 15, 2021, the Company completed a $1,001.0 million term debt securitization (the “MML 2021-1 Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the MML 2021-1 Debt Securitization (collectively, the “MML 2021-1 Notes”) were issued by BCRED MML CLO 2021-1 LLC (the “MML 2021-1 Issuer”), a wholly-owned and consolidated (for tax and accounting purposes) subsidiary of the Company, and are primarily secured by a diversified portfolio of middle market loans and participation interests therein.

The following table presents information on the secured and unsecured notes issued in the MML 2021-1 Debt Securitization:

June 30, 2022

Description

Type

Principal Outstanding

Interest Rate

Credit Rating

Class A Loans

Senior Secured Floating Rate

50,000

L+1.48%

Aaa

Class A Notes

Senior Secured Floating Rate

480,000

L+1.48%

Aaa

Class B Notes

Senior Secured Floating Rate

80,000

L+1.90%

Aa2

Class C Notes

Mezzanine Secured Deferrable Floating Rate

80,000

L+2.60%

Total Secured Notes

690,000

Subordinated Notes (1)

311,000

None

Not rated

Total MML 2021-1 Notes

1,001,000

(1)The Company retained all of the Subordinated Notes issued in the 2021-2 Debt Securitization which are eliminated in consolidation.

The Company retained all of the Subordinated Notes issued in the Debt Securitization in part in exchange for the Company’s ~~account~~sale and ~~constitute~~contribution to the Issuer of the initial closing date portfolio. The Debt is scheduled to mature on January 15, 2035; however the Debt may be redeemed by the Issuer, at the direction of the Fund as holder of the Subordinated Notes, on any business day after December 15, 2023. In connection with the sale and contribution, the Fund has made customary representations, warranties and covenants to the Issuer. The Class A Notes, the Class A Loans, Class B Notes and Class C Notes are secured obligations of the Issuer, the Subordinated Notes are the unsecured obligations of the Issuer, and the indenture governing the Notes and the credit agreement governing the Class A Loans, each include customary covenants and events of default.

The MML 2021-1 Debt has not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

The Company serves as collateral manager to the MML 2021-1 Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.

101

2022-1 MML Debt Securitization

On March 15, 2022, the Company completed a $1.09 billion term debt securitization (the “MML 2022-1 Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the MML 2022-1 Debt Securitization (collectively, the “MML 2022-1 Notes”) were issued by BCRED MML CLO 2022-1 LLC (the “MML 2022-1 Issuer”), a wholly-owned and consolidated (for tax and accounting purposes) subsidiary of the Company, and are primarily secured by a diversified portfolio of middle market loans and participation interests therein.

The following table presents information on the secured and unsecured notes issued in the MML 2022-1 Debt Securitization:

June 30, 2022

Description

Type

Principal Outstanding

Interest Rate

Credit Rating

Class A-1 Notes

Senior Secured Floating Rate

525,000

SOFR+1.65%

Aaa

Class A-2 Notes

Senior Secured Fixed

80,000

3.41%

Aaa

Class B Notes

Senior Secured Floating Rate

66,000

SOFR+2.00%

Aa2

Class C Notes

Mezzanine Secured Deferrable Floating Rate

88,000

SOFR+2.75%

Total Secured Notes

759,000

Subordinated Notes (1)

331,360

None

Not rated

Total MML 2022-1 Notes

1,090,360

(1)The Company retained all of the Subordinated Notes issued in the MML 2022-1 Debt Securitization which are eliminated in consolidation.

The Company retained all of the Subordinated Notes issued in the MML 2022-1 Debt Securitization in part in exchange for the Company’s sale and contribution to the MML 2022-1 Issuer of the initial closing date portfolio. The MML 2022-1 Notes are scheduled to mature on April 20, 2035; however the MML 2022-1 Notes may be redeemed by the MML 2022-1 Issuer, at the direction of the Company as holder of the Subordinated Notes, on any business day after April 20, 2024. In connection with the sale and contribution, the Company has made customary representations, warranties and covenants to the MML 2022-1 Issuers. The Class A-1 Notes, Class A-2 Notes, Class B Notes and Class C Notes are secured obligations of the MML 2022-1 Issuer, the Subordinated Notes are the unsecured obligations of the MML 2022-1 Issuer, and the indenture governing the MML 2022-1 Notes includes customary covenants and events of default.

MML 2022-1 Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

The Company serves as collateral manager to the MML 2022-1 Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.

2022-1 BSL Debt Securitization

On June 9, 2022, the Company completed a $589.75 million term debt securitization (the “2022-1 BSL Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the 2022-1 BSL Debt Securitization (collectively, the “2022-1 BSL Notes”) were issued by BCRED BSL CLO 2022-1, Ltd. (the “2022-1 BSL Issuer”), a wholly-owned and consolidated (for tax and accounting purposes) subsidiary of the Company, and BCRED BSL CLO 2022-1, LLC (the “2022-1 BSL Co-Issuer”), and are primarily secured by a diversified portfolio of broadly syndicated loans and participation interests therein.

The following table presents information on the secured and unsecured notes issued in the Debt Securitization:

102

June 30, 2022

Description

Type

Principal Outstanding

Interest Rate

Credit Rating

Class A-1A Notes

Senior Secured Floating Rate

292,000

SOFR+1.58%

Aaa (sf)

Class A-1B Notes

Senior Secured Fixed Rate

50,000

4.34%

Aaa (sf)

Class A-2 Notes

Senior Secured Floating Rate

12,000

SOFR+2.00%

AAA (sf)

Class B-1 Notes

Senior Secured Floating Rate

40,000

SOFR+2.35%

AA (sf)

Class B-2 Notes

Senior Secured Fixed Rate

26,000

4.98%

AA (sf)

Class C Notes (1)

Secured Deferrable Floating Rate

51,000

SOFR+2.60%

A (sf)

Class D Notes (1)

Mezzanine Secured Deferrable Floating Rate

39,000

SOFR+3.69%

BBB- (sf)

Class E Notes (1)

Junior Secured Deferrable Floating Rate

21,000

SOFR+7.33%

BB- (sf)

Total Secured Notes

531,000

Subordinated Notes (1)

58,750

None

Not rated

Total 2022-1 BSL Notes

589,750

(1)The Company retained all of the Class C Notes, the Class D Notes, the Class E Notes and the Subordinated Notes issued in the 2022-1 BSL Debt Securitization which are eliminated in consolidation.

The Company retained all of the Class C Notes, the Class D Notes, the Class E Notes and the Subordinated Notes issued in the 2022-1 BSL Debt Securitization. The 2022-1 BSL Notes are scheduled to mature on July 20, 2035; however the 2022-1 BSL Notes may be redeemed by the 2022-1 BSL Issuer, at the direction of the Company as holder of the Subordinated Notes, on any business day after, in the case of any Class of Notes other than the Class A-1 Notes, July 20, 2024, and in the case of the Class A-1 Notes, July 20, 2035. The Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes and Class D Notes are secured obligations of the 2022-1 BSL Issuer and the 2022-1 BSL Co-Issuer, the Class E Notes are the secured obligations of the 2022-1 BSL Issuer, the Subordinated Notes are the unsecured obligations of the 2022-1 BSL Issuer, and the indenture governing the 2022-1 BSL Notes includes customary covenants and events of default.

The 2022-1 BSL Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

The Company serves as collateral manager to the 2022-1 BSL Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.

Short-Term Borrowings

Master Repurchase Agreements

On June 15, 2021 and June 16, 2021, the Company entered into Master Repurchase Agreements (the “Repurchase Agreements”) with certain banks to provide short-term borrowings which the Company utilizes from time-to-time to manage its working capital needs. As part of the Repurchase Agreements, the Company can sell a security to the lender for cash with an agreement to buy it back in the future at a pre-determined price. The Company’s ability to draw down borrowings under the agreement is subject to 1940 Act leverage limitations and dependent on the Company pledging eligible assets to the banks as collateral. No commitment fees were paid in connection with execution of these agreements. Certain of the Company's investments serve as collateral for the Company's obligations under the Repurchase Agreements and the carrying value of pledged investments was $451.2 million as of June 30, 2022.

Short-term borrowings under the Repurchase Agreements bore interest at an average applicable margin of 2.32% per annum as of March 31, 2022. As of June 30, 2022 the Company had $302.2 million of short-term borrowings under the Repurchase Agreements.

103

Other Short-Term Borrowings

In order to finance certain investment transactions, the Company may, from time to time, enter into repurchase agreements, whereby the Company sells to a third party an investment that it holds and concurrently enters into an agreement to repurchase the same investment at an agreed-upon price at a future date, generally not to exceed 180-days from the date it was sold (each a “Short Term Financing Transaction”).

As of June 30, 2022 the Company had $0.0 million of borrowings under Short Term Financing Transactions with a third party. Certain of the Company's investments serve as collateral for the Company's obligations under the Short Term Financing Transactions and the carrying value of pledged investments was $0.0 million as of June 30, 2022.

In accordance with ASC 860, Transfers and Servicing, the Master Repurchase Agreements and the Short Term Financing Transactions meet the criteria for secured borrowings. Accordingly, the investment financed by these agreements remains on the Company’s Consolidated Statements of Assets and Liabilities as an asset, and the Company records a liability to reflect its repurchase obligation to a third party which is reported as debt on the Company’s Statements of Assets and Liabilities. The repurchase obligation is secured by the respective investment that is the subject of the repurchase agreement. Interest expense associated with the repurchase obligation is reported on the Company’s Consolidated Statements of Operations within interest expense.

104

The Company’s outstanding debt obligations were as follows:


	June 30, 2022
	Aggregate Principal Committed		Outstanding Principal		Carrying Value		Unused Portion (1)		Amount Available (2)
Bard Peak Funding Facility	$	1,650,000	$	1,547,400	$	1,547,400	$	102,600	$	102,600
Castle Peak Funding Facility (3)	1,600,000		1,356,455		1,356,455		243,545		243,521
Maroon Peak Funding Facility	800,000		800,000		800,000		—		—
Summit Peak Funding Facility (4)	2,300,000		1,808,793		1,808,793		491,207		33,223
Denali Peak Funding Facility	750,000		749,800		749,800		200		200
Bushnell Peak Funding Facility	600,000		593,800		593,800		6,200		6,200
Granite Peak Funding Facility	750,000		301,400		301,400		448,600		181,574
Middle Peak Funding Facility	800,000		713,950		713,950		86,050		86,050
Bison Peak Funding Facility	1,500,000		1,349,400		1,349,400		150,600		150,600
Blanca Peak Funding Facility	1,000,000		1,000,000		1,000,000		—		—
Windom Peak Funding Facility(5)	2,000,000		1,816,641		1,816,641		183,359		181,931
Monarch Peak Funding Facility	2,000,000		973,400		973,400		1,026,600		48,490
Borah Peak Funding Facility	400,000		349,000		349,000		51,000		51,000
2022-1 BSL WH	400,000		91,000		91,000		309,000		309,000
Revolving Credit Facility (6)	5,150,000		1,324,731		1,324,731		3,825,269		3,825,269
June 2024 Notes (7)(10)	435,000		435,000		421,027		—		—
June 2026 Notes (7)	400,000		400,000		397,279		—		—
September 2024 Notes (7)(10)	365,000		365,000		352,254		—		—
December 2026 Notes (7)(10)	1,250,000		1,250,000		1,204,396		—		—
November 2026 Eurobonds (7)(8)	580,475		580,475		517,533		—		—
November 2024 Notes (7)(10)	500,000		500,000		482,076		—		—
March 2027 Notes (7)	1,000,000		1,000,000		988,040		—		—
January 2025 Notes (7)(10)	500,000		500,000		480,646		—		—
January 2029 Notes (7)	650,000		650,000		638,361		—		—
March 2025 Notes (7)(10)	900,000		900,000		876,324		—		—
May 2027 Notes (7)(10)	625,000		625,000		621,436		—		—
April 2026 UK Bonds (7)(8)(10)	326,925		326,925		296,439		—		—
2021-1 BSL Debt (9)	663,000		663,000		661,953		—		—
2022-1 BSL Debt (9)	420,000		420,000		418,670		—		—
2021-2 Debt (9)	505,800		505,800		504,189		—		—
MML 2021-1 Debt (9)	690,000		690,000		685,860		—		—
MML 2022-1 Debt (9)	759,000		759,000		753,652		—		—
Short-Term Borrowings	302,182		302,182		302,182		—		—
Total	$	32,572,382	$	25,648,152	$	25,378,087	$	6,924,230	$	5,219,658

105


	December 31, 2021
	Aggregate Principal Committed		Outstanding Principal		Carrying Value		Unused Portion (1)		Amount Available (2)
Bard Peak Funding Facility	$	1,650,000	$	879,000	$	879,000	$	771,000	$	—
Castle Peak Funding Facility (3)	1,600,000		1,171,809		1,171,809		428,191		131,041
Maroon Peak Funding Facility	700,000		483,952		483,952		216,048		216,048
Summit Peak Funding Facility (4)	2,000,000		1,643,154		1,643,154		356,846		86,767
Denali Peak Funding Facility	675,000		668,400		668,400		6,600		6,600
Bushnell Peak Funding Facility	600,000		395,500		395,500		204,500		98,376
Granite Peak Funding Facility	250,000		248,000		248,000		2,000		2,000
Middle Peak Funding Facility	800,000		799,550		799,550		450		68
Bison Peak Funding Facility	1,500,000		1,320,800		1,320,800		179,200		69,364
Blanca Peak Funding Facility	1,000,000		892,800		892,800		107,200		107,200
Windom Peak Funding Facility(5)	1,000,000		989,759		989,759		10,241		6,471
Monarch Peak Funding Facility	1,000,000		567,400		567,400		432,600		68,250
Revolving Credit Facility (6)	3,250,000		1,144,422		1,144,422		2,105,578		2,105,578
June 2024 Notes (7)	435,000		435,000		431,854		—		—
June 2026 Notes (7)	400,000		400,000		396,952		—		—
September 2024 Notes (7)	365,000		365,000		361,805		—		—
December 2026 Notes (7)	1,250,000		1,250,000		1,227,844		—		—
November 2026 Eurobonds (7)(8)	569,958		569,958		563,695		—		—
November 2024 Notes (7)	500,000		500,000		496,054		—		—
March 2027 Notes (7)	1,000,000		1,000,000		987,298		—		—
2021-1 BSL Debt (9)	663,000		663,000		661,910		—		—
2021-2 Debt (9)	505,800		505,800		504,124		—		—
MML 2021-1 Debt (9)	690,000		690,000		685,696		—		—
Short-Term Borrowings	718,156		718,156		718,156		—		—
Total	$	23,121,914	$	18,301,460	$	18,239,934	$	4,820,454	$	2,897,763

(1)The unused portion is the amount upon which commitment fees, if any, are based.

(2)The amount available reflects any limitations related to each respective credit facility’s borrowing base.

(3)Under the Castle Peak Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of June 30, 2022, the Company had borrowings denominated in Canadian Dollars (CAD) and British Pounds (GBP) of 60.0 million and 42.4 million, respectively. As of December 31, 2021, the Company had borrowings denominated in Canadian Dollars (CAD) and British Pounds (GBP) of 60.0 million and 42.4 million, respectively.

(4)Under the Summit Peak Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of June 30, 2022, the Company had borrowings denominated in Canadian Dollars (CAD) and British Pounds (GBP) of 60.0 million and 6.1 million, respectively. As of December 31, 2021, the Company had borrowings denominated in Canadian Dollars (CAD) of 60.0 million.

(5)Under the Windom Peak Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of June 30, 2022 and December 31, 2021, the Company had borrowings denominated in British Pounds (GBP) of 43.6 million and 43.6 million, respectively.

(6)Under the Revolving Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of June 30, 2022, the Company had borrowings denominated in Canadian Dollars (CAD), Swiss Franc (CHF) and British Pounds (GBP) of 201.7 million, 94.7 million and 557.1 million, respectively . As December 31, 2021 the Company had borrowings denominated in Canadian Dollars (CAD) and British Pounds (GBP) of 46.8 million and 156.9 million, respectively.

of unamortized debt issuance costs of $2.6 million, $2.7 million, $2.6 million, $20.8 million, $6.5 million, $3.5 million, $12.0 million, $4.3 million, $11.6 million, $8.0 million, $2.7 million and $3.3 million, respectively, as of June 30, 2022. The carrying value of the Company's June 2024 Notes, September 2024 Notes, June 2026 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes and March 2027 Notes are presented net of unamortized debt issuance costs of $3.1 million, $3.2 million, $3.0 million, $22.2 million, $6.3 million, $3.9 million and $12.7 million, respectively, as of December 31, 2021.

(8)The November 2026 Eurobonds are denominated in Euros and were converted from local currency (EUR) to U.S. Dollars at the time of the transaction. The April 2026 UK Bonds are denominated in British Pounds and were converted from local currency (GBP) to U.S. Dollars at the time of the transaction.

(9)The carrying value of the Company’s 2021-1 BSL Debt, 2022-1 BSL Debt, 2021-2 Debt, MML 2021-1 Debt and MML 2022-1 Debt is presented net of unamortized debt issuance costs of $1.1 million, $1.3 million, $1.6 million, $4.1 million and $5.3 million as of June 30, 2022. The carrying value of

106

the Company’s 2021-1 BSL Debt, 2021-2 Debt and MML 2021-1 Debt is presented net of unamortized debt issuance costs of $1.1 million, $1.7 million and $4.3 million as of December 31, 2021.

(10)Inclusive of change in fair market value of effective hedge.

As of June 30, 2022 and December 31, 2021, $143.0 million and $47.7 million, respectively, of interest expense and $4.6 million and $2.6 million, respectively, of unused commitment fees were included in interest payable. For the three months ended June 30, 2022 and 2021, the weighted average interest rate on all borrowings outstanding was 2.86% and 2.21%, respectively, (including unused fees) and the average principal debt outstanding was $21,268.1 million and $2,814.1 million, respectively. For the six months ended June 30, 2022 and 2021, the weighted average interest rate on all borrowings outstanding was 2.67% and 2.16%, respectively, (including unused fees) and the average principal debt outstanding was $19,693.5 million and $1,777.0 million, respectively.

The components of interest expense were as follows:


	Three Months Ended June 30,
	2022		2021
Borrowing interest expense	$	135,393	$	14,939
Facility unused fees	10,147		570
Accretion of original issue discount	4,646		30
Amortization of financing costs and debt issuance costs	7,933		1,806
Gain (loss) from interest rate swaps accounted for as hedges and the related hedged items:
Interest rate swaps	(69,221)		—
Hedged items	69,271		—
Total interest expense	$	158,169	$	17,345
Cash paid for interest expense	$	96,828	$	11,336


	Six Months Ended June 30,
	2022		2021
Borrowing interest expense	$	233,983	$	17,809
Facility unused fees	15,404		682
Accretion of original issue discount	8,329		30
Amortization of financing costs and debt issuance costs	12,874		2,264
Gain (loss) from interest rate swaps accounted for as hedges and the related hedged items:
Interest rate swaps	(95,229)		—
Hedged items	96,198		—
Total interest expense	$	271,559	$	20,785
Cash paid for interest expense	$	181,128	$	11,837

Note ~~4. Share Repurchase Program~~

~~Beginning no later than~~7. Commitments and Contingencies

The Company’s investment portfolio may contain debt investments which are in the ~~first full calendar quarter~~form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of June 30, 2022 and December 31, 2021, the Company had unfunded delayed draw terms loans and revolvers in the aggregate principal amount of $6,873.6 million and $4,870.5 million.

Additionally, from time to time, the Adviser and its affiliates may commit to an investment on behalf of the funds it manages, including the Company. Certain terms of these investments are not finalized at the time of the commitment and each respective fund's allocation may change prior to the date of funding. In this regard, as of June 30, 2022, the Company estimates that it had $9,081.3 million of investments attributable to the company that are that are committed but not yet funded.

107

The Adviser agreed to bear all of the Company’s expenses, including organization and offering expenses, through January 7, 2021, the date on which the Company ~~breaks~~broke escrow for the initial offering of its common shares, on which date the Company became obligated to reimburse the Adviser for such advanced expenses upon breaking escrow for the offering.

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. At June 30, 2022, management is not aware of any pending or threatened material litigation.

Warehousing Transactions

The Company entered into two warehousing transactions whereby the Company agreed, subject to certain conditions, to purchase certain assets from parties unaffiliated with the Adviser. Such warehousing transactions were designed to assist the Company in deploying capital upon receipt of subscription proceeds. One of these warehousing transactions related primarily to originated or anchor investments in middle market loans (the “Facility Agreement”). The other warehouse related primarily to broadly syndicated loans (the “Syndicated Warehouse” and, together with Facility Agreement, the “Warehousing Transactions”).

Facility Agreement

On November 2, 2020, the Company entered into the Facility Agreement, which was subsequently amended and restated on November 16, 2020, December 7, 2020 and December 28, 2020 with Goldman Sachs Bank USA (the “Financing Provider”). Under the Facility Agreement, if the Company received subscriptions of at least $400 million (the “Capital Condition”), the Company, or its designee, has a forward obligation to purchase certain investments (the “Portfolio Investments”) from the Financing Provider, who is obligated to sell such investments. The Portfolio Investments will generally consist of originated and anchor loans to private companies consistent with the Company’s investment strategy. Pursuant to the Facility Agreement, the Company may request that the Financing Provider acquire such Portfolio Investments as the Company may designate from time to time, which the Financing Provider can approve or reject in its sole and absolute discretion. The Company elected to purchase, and in certain events the Company was required to purchase, from the Financing Provider one or more Portfolio Investments on or before June 30, 2021 (the “Facility End Date”). Prior to any sale to the Company, the Portfolio Investments will be owned and held solely for the account of the Financing Provider. Until such time as the Company satisfied the Capital Condition, which occurred on January 7, 2021, it had no obligation to purchase the Portfolio Investments nor be entitled to any benefits or subject to any obligations under the Facility Agreement unless it waived the Capital Condition. In consideration for the forward arrangement provided by the Financing Provider (the amount of the arrangement will not exceed $200 million prior to December 15, 2020, not exceed $300 million on or after December 15, 2020 and prior to December 28, 2020, not exceed $500 million on or after December 28, 2020 and prior to January 18, 2021 and will not exceed $300 million on or after January 18, 2021 up to the Facility End Date (the “Financing Amount”)), the Company has agreed to pay, subject to satisfying the Capital Condition, certain fees and expenses to the Financing Provider, including (i) a financing fee at an annual rate of LIBOR plus 1.70% multiplied by the sum of the relevant principal amount for each Portfolio Investment, (ii) an unused fee at an annual rate of 0.50% of the unused Financing Amount and (iii) a structuring fee equal to $1.453 million which is payable on the earlier of the termination date or the Facility End Date. As a general matter, the price the Company would pay to purchase any Portfolio Investment from the Financing Provider equals the cash amount paid by the Financing Provider subject to adjustment for, among other things, principal repayments and interest amounts earned by the Financing Provider.

Effective January 7, 2021, the Company had a contractual obligation to acquire all assets under the Facility Agreement through a forward purchase agreement on or before June 30, 2021. The mark-to-market gain/loss of all investments held by the Financing Provider, in addition to other economic rights and obligations held by the Company, are recognized in the Company’s consolidated financial statements. These gains (losses) are realized at the time the Company settles on the purchases of each underlying asset from the Financing Provider.

Following the acquisition of all the assets held by the Financing Provider, the Facility Agreement was terminated on June 22, 2021.

Syndicated Warehouse

On November 3, 2020, the Company entered into a purchase and sale agreement (the “PSA”) with Sente Master Fund, L.P. and Vibrant Ambar Fund, Ltd. (together, the “Sellers”). Under the PSA, if the Company has raised at least $200 million of equity capital by April 15, 2021, then the Company or its designee must arrange one or more transactions sufficient to repay all

108

outstanding amounts under the Syndicated Warehouse with commitments of up to $255 million of Maple Park CLO, Ltd. (“Maple Park”), an entity expected to hold primarily broadly syndicated loans with a target portfolio size of $300 million that is managed by an affiliate of the Company, and to redeem in full the subordinated notes (the “Subordinated Notes”) issued by Maple Park. The Company satisfied the condition described above on January 7, 2021.

Under the PSA, this transaction may be structured to include a purchase by the Company or its designee of the Subordinated Notes, if any, held by the unaffiliated Sellers. The purchase price to be paid to the Sellers (the “Purchase Price”) would equal (i) the notional amount of the Subordinated Notes held by the Sellers and (ii) the Sellers’ pro rata share of interest and fee collections on the portfolio of loans held by Maple Park in excess of the outstanding advances under the Syndicated Warehouse. In addition, at any time prior to April 15, 2021, the Company or its designee will have the right, but not the obligation, to purchase the Subordinated Notes held by the Sellers at the Purchase Price.

On January 8, 2021, the Company exercised its right to acquire the equity interests of the Syndicated Warehouse, effectively acquiring the assets and liabilities of Maple Park for a total purchase price of $45.7 million, which included $2.8 million paid to a minority interest holder shortly thereafter. This transaction resulted in a realized gain of $2.3 million, which represented the excess of fair value of the net assets acquired over the total consideration paid for the Subordinated Notes in the Syndicated Warehouse on the date of acquisition.

The following table summarizes the assets and liabilities of Maple Park as of the acquisition date:


	January 8, 2021
ASSETS
Investments at fair value	$	300,464
Cash and cash equivalents	1,679
Interest receivable	394
Total assets	302,537
LIABILITIES
Debt	134,000
Payable for investments purchased	120,451
Interest payable	33
Total liabilities	254,484
NET ASSETS
Total net assets	48,053
Total liabilities and net assets	$	302,537

109

Note 8. Net Assets

The following table summarizes transactions in common shares of beneficial interest during the three months ended June 30, 2022 (dollars in thousands except share amounts):


	June 30, 2022
	Shares	Amount
CLASS I
Subscriptions	96,008,795	$	2,465,578
Share transfers between classes	983,225	25,240
Distributions reinvested	4,570,700	117,013
Share repurchases	(10,388,019)	(257,623)
Early repurchase deduction	—	2,283
Net increase (decrease)	91,174,701	$	2,352,491
CLASS S
Subscriptions	50,998,279	$	1,309,690
Share transfers between classes	(147,265)	(3,754)
Distributions reinvested	1,735,474	44,483
Share repurchases	(998,387)	(25,241)
Early repurchase deduction	—	99
Net increase (decrease)	51,588,101	$	1,325,277
CLASS D
Subscriptions	10,235,885	$	262,493
Share transfers between classes	(835,960)	(21,486)
Distributions reinvested	305,881	7,831
Share repurchases	(82,582)	(2,046)
Early repurchase deduction	—	23
Net increase (decrease)	9,623,224	$	246,815
Total net increase (decrease)	152,386,026	$	3,924,583

110

The following table summarizes transactions in common shares of beneficial interest during the six months ended June 30, 2022:


	June 30, 2022
	Shares	Amount
CLASS I
Subscriptions	221,712,300	$	5,719,346
Share transfers between classes	1,533,335	39,479
Distributions reinvested	8,503,028	218,785
Share repurchases	(11,878,376)	(296,104)
Early repurchase deduction	—	2,644
Net increase (decrease)	219,870,287	$	5,684,150
CLASS S
Subscriptions	108,794,581	$	2,805,719
Share transfers between classes	(176,884)	(4,520)
Distributions reinvested	3,153,054	81,177
Share repurchases	(1,665,431)	(41,963)
Early repurchase deduction	—	405
Net increase (decrease)	110,105,320	$	2,840,818
CLASS D
Subscriptions	20,725,977	$	534,032
Share transfers between classes	(1,356,451)	(34,959)
Distributions reinvested	517,379	13,305
Share repurchases	(91,424)	(2,276)
Early repurchase deduction	—	67
Net increase (decrease)	19,795,481	$	510,169
Total net increase (decrease)	349,771,088	$	9,035,137

111

The following table summarizes transactions in common shares of beneficial interest during the three months ended June 30, 2021 (dollars in thousands except share amounts):


	Shares	Amount
CLASS I
Subscriptions	72,765,283	$	1,863,782
Share transfers between classes	106,389	2,745
Distributions reinvested	768,399	19,715
Share repurchases	(48,738)	(1,258)
Early repurchase deduction	—	19
Net increase (decrease)	73,591,333	$	1,885,003
CLASS S
Subscriptions	31,758,213	$	813,582
Distributions reinvested	185,595	4,766
Share repurchases	—	—
Early repurchase deduction	—	6
Net increase (decrease)	31,943,808	$	818,354
CLASS D
Subscriptions	3,125,266	$	80,347
Share transfers between classes	(106,389)	(2,745)
Distributions reinvested	2,411	62
Share repurchases	—	—
Early repurchase deduction	—	—
Net increase (decrease)	3,021,288	$	77,664
Total net increase (decrease)	108,556,429	$	2,781,021

112

The following table summarizes transactions in common shares of beneficial interest during the six months ended June 30, 2021 (dollars in thousands except share amounts):


	Shares	Amount
CLASS I
Subscriptions	144,470,591	$	3,669,228
Share transfers between classes	106,389	2,745
Distributions reinvested	959,838	24,563
Share repurchases	(48,738)	(1,258)
Early repurchase deduction	—	19
Net increase (decrease)	145,488,080	$	3,695,297
CLASS S
Subscriptions	42,866,403	$	1,093,871
Distributions reinvested	208,295	5,341
Share repurchases	—	—
Early repurchase deduction fees	—	6
Net increase (decrease)	43,074,698	$	1,099,218
CLASS D
Subscriptions	3,125,266	$	80,347
Transfers	(106,389)	(2,745)
Distributions reinvested	2,411	62
Share repurchases	—	—
Early repurchase deduction fees	—	—
Net increase (decrease)	3,021,288	$	77,664
Total net increase (decrease)	191,584,066	$	4,872,179

Net Asset Value per Share and Offering Price

The Company determines NAV for each class of shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. Shares are issued at an offering price equivalent to the most recent NAV per share available for each share class, which will be the prior calendar day NAV per share (i.e. the prior month-end NAV). The following table summarizes each month-end NAV per share for Class I, Class S and Class D common shares of beneficial interest during the six months ended June 30, 2022 and 2021:


	NAV Per Share
For the Months Ended	Class I		Class S		Class D
January 31, 2022	$	25.93	$	25.93	$	25.93
February 28, 2022	25.80		25.80		25.80
March 31, 2022	25.82		25.82		25.82
April 30, 2022	25.76		25.76		25.76
May 31, 2022	25.28		25.28		25.28
June 30, 2022	24.80		24.80		24.80

113


	NAV Per Share
For the Months Ended	Class I		Class S		Class D (1)
January 31, 2021	$	25.25	$	25.25	$	—
February 28, 2021	25.36		25.36		—
March 31, 2021	25.49		25.49		—
April 30, 2021	25.59		25.59		—
May 31, 2021	25.80		25.80		25.80
June 30, 2021	25.81		25.81		25.81

(1)Class D commenced operations on May 1, 2021.

Distributions

The Board authorizes and declares monthly distribution amounts per share of Class I, Class S and Class D common shares of beneficial interest. The following table presents distributions that were declared during the six months ended June 30, 2022:


			Class I
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
January 26, 2022	January 31, 2022	February 24, 2022	$	0.1740	$	66,686
February 23, 2022	February 28, 2022	March 25, 2022	0.1740		75,042
March 23, 2022	March 31, 2022	April 28, 2022	0.1740		82,959
April 23, 2022	April 30, 2022	May 27, 2022	0.1740		89,838
May 23, 2022	May 31, 2022	June 29, 2022	0.1740		96,450
June 23, 2022	June 30, 2022	July 27, 2022	0.1740		100,372
			$	1.0440	$	511,347


			Class S
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
January 26, 2022	January 31, 2022	February 24, 2022	$	0.1556	$	23,816
February 23, 2022	February 28, 2022	March 25, 2022	0.1556		26,598
March 23, 2022	March 31, 2022	April 28, 2022	0.1557		29,834
April 23, 2022	April 30, 2022	May 27, 2022	0.1557		32,985
May 23, 2022	May 31, 2022	June 29, 2022	0.1558		35,893
June 23, 2022	June 30, 2022	July 27, 2022	0.1561		38,018
			$	0.9345	$	187,144


			Class D
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
January 26, 2022	January 31, 2022	February 24, 2022	$	0.1686	$	3,469
February 23, 2022	February 28, 2022	March 25, 2022	0.1686		3,961
March 23, 2022	March 31, 2022	April 28, 2022	0.1686		4,551
April 23, 2022	April 30, 2022	May 27, 2022	0.1686		5,126
May 23, 2022	May 31, 2022	June 29, 2022	0.1686		5,699
June 23, 2022	June 30, 2022	July 27, 2022	0.1687		6,190
			$	1.0117	$	28,996

The following table presents distributions that were declared during the six months ended June 30, 2021:

114


			Class I
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
January 29, 2021	January 31, 2021	February 24, 2021	$	0.1151	$	3,431
February 24, 2021	February 28, 2021	March 29, 2021	0.1427		7,206
March 30, 2021	March 31, 2021	April 28, 2021	0.1458		10,483
April 23, 2021	April 30, 2021	May 26, 2021	0.1510		15,074
May 25, 2021	May 31, 2021	June 28, 2021	0.1563		19,336
June 29, 2021	June 30, 2021	July 28, 2021	0.1667		24,261
June 29, 2021	June 30, 2021	July 28, 2021	0.1233		17,944		(1)
			$	1.0009	$	97,735


			Class S
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
January 29, 2021	January 31, 2021	February 24, 2021	$	0.1008	$	277
February 24, 2021	February 28, 2021	March 29, 2021	0.1250		827
March 30, 2021	March 31, 2021	April 28, 2021	0.1281		1,426
April 23, 2021	April 30, 2021	May 26, 2021	0.1329		2,994
May 25, 2021	May 31, 2021	June 28, 2021	0.1382		4,607
June 29, 2021	June 30, 2021	July 28, 2021	0.1484		6,391
June 29, 2021	June 30, 2021	July 28, 2021	0.1233		5,311		(1)
			$	0.8967	$	21,833


			Class D
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
May 25, 2021	May 31, 2021	June 28, 2021	$	0.1510	$	205
June 29, 2021	June 30, 2021	July 28, 2021	0.1613		487
June 29, 2021	June 30, 2021	July 28, 2021	0.1233		373		(1)
			$	0.4356	$	1,065

(1)Represents a special distribution.

Distribution Reinvestment Plan

The Company has adopted a distribution reinvestment plan, pursuant to which the Company will reinvest all cash dividends declared by the Board on behalf of our shareholders who do not elect to receive their dividends in cash as provided below. As a result, if the Board authorizes, and the Company declares, a cash dividend or other distribution, then shareholders who have not opted out of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.

Character of Distributions

The Company may fund its cash distributions to shareholders from any source of funds available to the Company, including but not limited to offering proceeds, net investment income from operations, capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment.

Through June 30, 2022, a portion of the Company’s distributions resulted from expense support from the Adviser, and future distributions may result from expense support from the Adviser, each of which is subject to repayment by the Company within three years from the date of payment. The purpose of this arrangement avoids distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distribution is not based solely on the Company’s investment performance, and can only be sustained if the Company achieves positive investment

115

performance in future periods and/or the Adviser continues to provide expense support. Shareholders should also understand that the Company’s future repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that the Company will achieve the performance necessary to sustain these distributions, or be able to pay distributions at all.

Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following tables reflect the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the six months ended June 30, 2022:


	Class I				Class S				Class D
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	1.0440	$	511,347	$	0.9345	$	187,144	$	1.0117	$	28,996
Net realized gains	—		—		—		—		—		—
Total	$	1.0440	$	511,347	$	0.9345	$	187,144	$	1.0117	$	28,996

The following tables reflect the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the six months ended June 30, 2021:


	Class I				Class S				Class D
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	0.9871	$	95,729	$	0.8829	$	21,239	$	0.4218	$	1,023
Net realized gains	0.0138		2,006		0.0138		594		0.0138		42
Total	$	1.0009	$	97,735	$	0.8967	$	21,833	$	0.4356	$	1,065

Share Repurchase Program

At the discretion of the Board, the Company ~~intends to commence~~commenced a share repurchase program in which the Company ~~intends to~~may repurchase, in each quarter, up to 5% of the NAV of the Company’s common shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. The Board may amend or ~~terminate~~suspend the share repurchase program at any time if in its reasonable judgment it deems such action to be in the best interest of shareholders, such as when a repurchase offer would place an undue burden on the Company’s liquidity, adversely affect the Company’s operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. As a result, share repurchases may not be available each quarter. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the 1940 Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the share repurchase plan, to the extent the Company offers to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers ~~on or around the last business day of that quarter~~ using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that ~~have not been outstanding for at least one year~~were issued on or after October 1, 2021, will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.

During the three months ended June 30, 2022, approximately 11,488,315 shares were repurchased (total value of $284.9 million based on June 30, 2022 NAV of $24.80). During the six months ended June 30, 2022, approximately 13,635,231 shares were repurchased (total value of $340.3 million based on June 30, 2022 NAV of $24.80).

During the three and six months ended June 30, 2021, approximately 48,738 shares were repurchased (total value of $1.3 million based on June 30, 2021 NAV of $25.81).

116

The following table further summarizes the share repurchases completed during the six months ended June 30, 2022:


Repurchase deadline request	Percentage of Outstanding Shares the Company Offered to Repurchase(1)		Price Paid Per Share		Repurchase Pricing Date	Amount Repurchased (all classes)(3)		Number of Shares Repurchased (all classes)	Percentage of Outstanding Shares Repurchased (1)		Maximum number of shares that may yet be purchased under the repurchase plan (2)
February 28, 2022	5.00	%	$	25.82	March 31, 2022	$	54,464	2,146,916	0.43	%	—
May 31, 2022	5.00	%	$	24.80	June 30, 2022	$	282,505	11,488,315	1.65	%	—

(1)Percentage is based on total shares as of the close of the previous calendar quarter.

(2)All repurchase requests were satisfied in full.

(3)Amounts shown net of Early Repurchase Deduction

The following table further summarizes the share repurchases completed during the six months ended June 30, 2021:


Repurchase deadline request	Percentage of Outstanding Shares the Company Offered to Repurchase(1)		Repurchase Pricing Date	Amount Repurchased (all classes)		Number of Shares Repurchased (all classes)	Percentage of Outstanding Shares Repurchased (1)
May 28, 2021	5.00	%	June 30, 2021	$	1,233	48,738	0.06	%

(1)Percentage is based on total shares as of the close of the previous calendar quarter. All repurchase requests were satisfied in full.

Note ~~5. Commitments~~9. Financial Highlights

The following are the financial highlights for the six months ended June 30, 2022:


	Six Months Ended June 30, 2022
	Class I			Class S			Class D
Per Share Data:
Net asset value, beginning of period	$	25.93		$	25.93		$	25.93
Net investment income (1)	1.11			1.00			1.07
Net unrealized and realized gain (loss) (2)	(1.20)			(1.20)			(1.19)
Net increase (decrease) in net assets resulting from operations	(0.09)			(0.20)			(0.12)
Distributions from net investment income (3)	(1.04)			(0.93)			(1.01)
Distributions from net realized gains (3)	—			—			—
Net increase (decrease) in net assets from shareholders' distributions	(1.04)			(0.93)			(1.01)
Early repurchase deduction fees (6)	—			—			—
Total increase (decrease) in net assets	(1.13)			(1.13)			(1.13)
Net asset value, end of period	$	24.80		$	24.80		$	24.80
Shares outstanding, end of period	566,461,843			242,530,420			36,609,942
Total return based on NAV (4)	(0.38)%			(0.81)%			(0.51)%
Ratios:
Ratio of net expenses to average net assets (5)	5.45		%	6.31		%	5.72		%
Ratio of net investment income to average net assets (5)	8.65		%	7.80		%	8.40		%
Portfolio turnover rate	3.91		%	3.91		%	3.91		%
Supplemental Data:
Net assets, end of period	$	14,048,171		$	6,014,726		$	907,815
Asset coverage ratio	182.0		%	182.0		%	182.0		%

117

The following are the financial highlights for the six months ended June 30, 2021:


	Six Months Ended June 30, 2021
	Class I			Class S			Class D (7)
Per Share Data:
Net asset value, beginning of period	$	25.00		$	25.00		$	25.59
Net investment income (1)	1.08			1.01			0.39
Net unrealized and realized gain (loss) (2)	0.73			0.70			0.27
Net increase (decrease) in net assets resulting from operations	1.81			1.71			0.66
Distributions from net investment income (3)	(0.99)			(0.89)			(0.43)
Distributions from net realized gains (3)	(0.01)			(0.01)			(0.01)
Net increase (decrease) in net assets from shareholders' distributions	(1.00)			(0.90)			(0.44)
Early repurchase deduction fees (6)	—			—			—
Total increase (decrease) in net assets	0.81			0.81			0.22
Net asset value, end of period	$	25.81		$	25.81		$	25.81
Shares outstanding, end of period	145,490,140			43,074,698			3,021,288
Total return based on NAV (4)	7.34%			6.91%			2.57%
Ratios:
Ratio of net expenses to average net assets (5)	2.69		%	3.68		%	3.33		%
Ratio of net investment income to average net assets (5)	8.77		%	8.15		%	8.96		%
Portfolio turnover rate	13.28		%	13.28		%	13.28		%
Supplemental Data:
Net assets, end of period	$	3,754,393		$	1,111,572		$	77,969
Asset coverage ratio	202.3		%	202.3		%	202.3		%

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

(2)For the six months ended June 30, 2022, the amount shown does not correspond with the aggregate amount for the period as it includes a $(0.01), $(0.01) and ~~Contingencies~~

$(0.00) impact, on Class I, Class S and Class D, respectively, from the effect of the timing of capital transactions. For the six months ended June 30, 2021, the amount shown does not correspond with the aggregate amount for the period as it includes a $0.05, $0.04 and $0.03 impact, on Class I, Class S and Class D, respectively, from the effect of the timing of capital transactions.

(3)The per share data for distributions was derived by using the actual shares outstanding at the date of the relevant transactions (refer to Note 8).

(4)Total return is calculated as the change in NAV per share during the period, plus distributions per share (assuming dividends and distributions are reinvested in accordance with the Company's distribution reinvestment plan) divided by the beginning NAV per share. Total return does not include upfront transaction fee, if any.

(5)For the six months ended June 30, 2022, amounts are annualized except for organizational costs, excise tax and management fee and income based incentive fee waivers by the Adviser. For the six months ended June 30, 2022, the ratio of total operating expenses to average net assets was 5.45%, 6.31%, and 5.72% on Class I, Class S and Class D respectively, on an annualized basis, excluding the effect of expense support/(recoupment) and management fee and income based incentive fee waivers by the Adviser ~~has~~which represented 0.00%, 0.00% and 0.00% on Class I, Class S and Class D, respectively, of average net assets. For the six months ended June 30, 2021, amounts are annualized except for organizational costs. For the six months ended June 30, 2021, the ratio of total operating expenses to average net assets was 4.95%, 5.94% and 6.20%, on Class I, Class S and Class D, respectively, on an annualized basis, excluding the effect of expense support/(recoupment) and management fee and income based incentive fee waivers by the Adviser which represented 2.26%, 2.26% and 2.87% on Class I, Class S and Class D, respectively, of average net assets.

(6)The per share amount rounds to less than $0.01 per share.

(7)Class D commenced operations on May 1, 2021.

118

Note 10. Joint Venture

BCRED Emerald JV

BCRED Emerald JV LP (“JV”), a Delaware limited liability company, was formed as a joint venture between the Company and a large North American pension fund (the “JV Partner”), and commenced operations on January 18, 2022 and operates under a limited liability company agreement. The JV’s principal purpose is to make investments, primarily in senior secured loans that are made to middle-market companies or in broadly syndicated loans. The Company and the JV partner each agreed to ~~bear~~contribute up to $1,500 million and $500 million, respectively, to the JV. The Company contributed approximately $733.4 million of cash, and the JV Partner contributed net assets of approximately $244.5 million (i.e. $977.8 million in net assets contributed less $733.4 million in cash received by the JV Partner) to the JV in exchange for initial equity ownership interests of approximately 75% and approximately 25%, respectively. The Company and the JV Partner, through their joint control of the JV’s General Partner, have equal control of the JV's investment decisions and generally all other decisions in respect of the JV must be approved by the JV's investment committee or board of directors, each of which consists of an equal number of representatives of the Company and the JV Partner. Our investment in the JV is disclosed on the Company’s Consolidated Schedule of Investments as of June 30, 2022.

The Company has a variable interest in the JV and has determined that the JV is a variable interest entity under ASC 810. The Company is not deemed to be the primary beneficiary of the JV as there is equal power between the Company and JV. Accordingly, the Company does not consolidate the JV.

As of June 30, 2022, the JV had total investments in senior secured debt at fair value of $2,721.4 million. The determination of fair value is in accordance with ASC 820. The following table is a summary of JV’s portfolio as well as a listing of the portfolio investments in the JV’s portfolio as of June 30, 2022:


	June 30, 2022
Total senior secured debt investments(1)	$	2,721,428
Number of portfolio companies	295
Weighted average yield on debt and income producing investments, at fair value(2)	6.97		%
Weighted average yield on debt and income producing investments, at cost(2)	7.11		%
Percentage of debt portfolio at floating interest rates(1)	100.00		%
Percentage of debt portfolio at fixed interest rates(1)	—		%
Percentage of assets on non-accrual	—		%

(1)Based on fair market value

(2)Computed as (a) the annual stated interest rate or yield plus the annual accretion of discounts or less the annual amortization of premiums, as applicable, on accruing debt included in such securities, divided by (b) total debt investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.


BCRED Emerald JV LP Consolidated Schedule of Investments June 30, 2022 (in thousands) (Unaudited)



Investments (1)	Reference Rate and Spread	Interest Rate (2)		Maturity Date	Par Amount/Units		Cost (3)		Fair Value		Percentage of Net Assets
Investments—non-controlled/non-affiliated
First Lien
Aerospace & Defense
Amentum Government Services Holdings, LLC (9)	L + 3.75%	5.42	%	1/29/2027	$	2,992	$	2,885	$	2,858	0.28	%
Atlas CC Acquisition Corp. (7)(10)	L + 4.25%	5.82	%	5/25/2028	9,995		9,604		9,264		0.90
Loar Group, Inc. (4)(11)	L + 7.25%	8.92	%	10/2/2023	28,194		28,194		28,194		2.75
Vertex Aerospace Services Corp. (10)	L + 4.00%	5.67	%	10/27/2028	2,993		3,007		2,849		0.28
							43,690		43,164		4.21

119


BCRED Emerald JV LP Consolidated Schedule of Investments June 30, 2022 (in thousands) (Unaudited)



Investments (1)	Reference Rate and Spread	Interest Rate (2)		Maturity Date	Par Amount/Units	Cost (3)	Fair Value	Percentage of Net Assets
First Lien Debt (continued)
Air Freight & Logistics
AGI-CFI Holdings, Inc. (4)(10)	L + 5.50%	6.75	%	6/11/2027	24,624	24,398	24,378	2.38
Mode Purchaser, Inc. (4)(11)	SOFR + 6.25%	7.25	%	12/9/2026	39,131	39,131	39,131	3.82
RWL Holdings, LLC (4)(7)(10)	SOFR + 5.75%	7.95	%	12/31/2028	21,795	21,339	21,526	2.10
						84,869	85,035	8.30
Airlines
Air Canada (6)(10)	L + 3.50%	4.25	%	8/11/2028	4,000	3,962	3,690	0.36
American Airlines, Inc. (6)(10)	L + 4.75%	5.81	%	3/11/2028	3,815	3,950	3,649	0.36
KKR Apple Bidco, LLC (11)	L + 2.75%	4.42	%	9/23/2028	5,995	5,812	5,677	0.55
						13,724	13,016	1.27
Auto Components
Clarios Global LP (6)(8)	L + 3.25%	4.92	%	4/30/2026	3,000	2,858	2,809	0.27
GC EOS Buyer, Inc. (8)	L + 4.50%	6.17	%	8/1/2025	1,990	1,999	1,980	0.19
Wheel Pros, Inc. (10)	L + 4.50%	6.10	%	4/23/2028	2,487	2,496	2,072	0.20
						7,353	6,861	0.66
Beverages
Triton Water Holdings, Inc. (9)	L + 3.50%	5.75	%	3/18/2028	5,980	5,830	5,316	0.52
Building Products
Cornerstone Building Brands, Inc. (6)(9)	L + 3.25%	4.57	%	4/12/2028	1,492	1,464	1,245	0.12
CP Atlas Buyer, Inc. (9)	L + 3.75%	5.42	%	11/23/2027	3,980	3,991	3,513	0.34
Express Wash Concepts, LLC (4)(11)	SOFR + 4.50%	5.50	%	4/30/2027	10,500	10,403	10,150	0.99
Fencing Supply Group Acquisition, LLC (4)(5)(11)	L + 6.00%	7.00	%	2/26/2027	19,766	19,676	19,766	1.93
Griffon Corporation (6)(9)	P + 2.75%	4.36	%	1/24/2029	2,500	2,429	2,395	0.23
iHeartCommunications, Inc. (11)	L + 3.00%	4.67	%	5/1/2026	3,000	2,873	2,795	0.27
Illuminate Merger Sub Corp. (9)	L + 3.50%	6.38	%	6/30/2028	2,985	2,982	2,625	0.26
Kodiak BP, LLC (10)	L + 3.25%	5.50	%	2/25/2028	4,975	4,914	4,375	0.43
Latham Pool Products, Inc. (7)(11)	SOFR + 3.75%	5.23	%	2/18/2029	29,925	28,906	27,995	2.73
Lindstrom, LLC (4)(11)	L + 6.25%	7.31	%	4/7/2025	27,850	27,850	27,850	2.72
New Arclin US Holding Corp. (6)(7)(9)	L + 3.75%	5.42	%	10/2/2028	2,605	2,619	2,384	0.23
Tamko Building Product, LLC (8)	L + 3.00%	5.25	%	6/1/2026	3,000	2,895	2,820	0.28
The Chamberlain Group, Inc. (9)	L + 3.50%	5.17	%	11/3/2028	4,988	4,925	4,522	0.44
Windows Acquisition Holdings, Inc. (4)(5)(11)	L + 6.50%	8.75	%	12/29/2026	10,668	10,668	10,668	1.04
						126,596	123,102	12.01

120


BCRED Emerald JV LP Consolidated Schedule of Investments June 30, 2022 (in thousands) (Unaudited)



Investments (1)	Reference Rate and Spread	Interest Rate (2)		Maturity Date	Par Amount/Units	Cost (3)	Fair Value	Percentage of Net Assets
First Lien Debt (continued)
Capital Markets
Advisor Group Holdings, Inc. (8)	L + 4.50%	6.17	%	7/31/2026	9,130	8,796	8,708	0.85
AllSpring Buyer, LLC (6)(9)	L + 3.25%	5.56	%	11/1/2028	1,995	2,005	1,923	0.19
Resolute Investment Managers, Inc. (4)(11)	L + 4.25%	6.50	%	4/30/2024	2,978	2,984	2,784	0.27
Superannuation And Investments US, LLC (6)(9)	L + 3.75%	5.42	%	9/23/2028	1,990	2,002	1,917	0.19
The Edelman Financial Engines Center, LLC (10)	L + 3.50%	5.17	%	3/15/2028	8,745	8,434	8,117	0.79
						24,220	23,449	2.29
Chemicals
Ascend Performance Materials Operations, LLC (10)	L + 4.75%	7.00	%	8/27/2026	1,662	1,670	1,625	0.16
DCG Acquisition Corp. (4)(8)	L + 4.50%	6.17	%	9/30/2026	2,985	2,985	2,806	0.27
Dominion Colour Corporation (4)(6)(11)	L + 7.25% (incl. 2.00% PIK)	8.93	%	4/6/2024	10,970	10,819	10,092	0.98
Messer GMBH (9)	L + 3.25%	4.92	%	3/2/2026	3,500	3,428	3,355	0.33
Olympus Water US Holding Corp. (9)	L + 3.75%	6.06	%	9/21/2028	1,995	2,006	1,864	0.18
Polymer Additives, Inc. (8)	L + 6.00%	7.24	%	7/31/2025	30,263	29,616	29,166	2.85
Starfruit Finco BV (10)	L + 5.75%	6.87	%	10/1/2025	2,000	1,908	1,897	0.19
						52,431	50,805	4.96
Commercial Services & Supplies
Access CIG, LLC (8)	L + 3.75%	5.32	%	2/27/2025	3,979	3,983	3,769	0.37
Allied Universal Holdco, LLC (9)	L + 3.75%	5.42	%	5/12/2028	8,975	8,720	8,246	0.80
Anticimex, Inc. (4)(6)(9)	L + 4.00%	5.60	%	11/16/2028	2,993	3,019	2,850	0.28
Anticimex, Inc. (6)(9)	L + 3.50%	5.10	%	11/16/2028	3,500	3,339	3,319	0.32
Bazaarvoice, Inc. (4)(7)(8)	L + 5.75%	7.71	%	5/7/2028	19,718	19,718	19,718	1.92
Belfor Holdings, Inc. (8)	L + 3.75%	5.42	%	4/6/2026	4,000	3,980	3,880	0.38
DG Investment Intermediate Holdings 2, Inc. (9)	L + 3.75%	5.42	%	3/17/2028	2,985	2,999	2,797	0.27
EAB Global, Inc. (9)	L + 3.50%	4.74	%	6/28/2028	4,985	4,891	4,703	0.46
eResearchTechnology, Inc. (11)	L + 4.50%	6.17	%	2/4/2027	9,249	8,980	8,569	0.84
First Advantage Holdings, LLC (11)	L + 2.75%	4.42	%	1/31/2027	4,000	3,917	3,848	0.38
Foundational Education Group, Inc. (9)	SOFR + 3.75%	6.07	%	8/31/2028	4,000	3,878	3,840	0.37
Garda World Security Corp. (6)(8)	L + 4.25%	5.90	%	10/30/2026	9,000	8,769	8,325	0.81
Genuine Financial Holdings, LLC (8)	L + 3.75%	5.42	%	7/11/2025	3,925	3,885	3,744	0.37
International SOS The Americas LP (4)(6)(9)	L + 3.75%	6.06	%	8/5/2028	1,990	1,997	1,905	0.19
Java Buyer, Inc. (4)(7)(10)	L + 5.75%	7.58	%	12/15/2027	10,998	10,771	10,740	1.05
JSS Holdings, Inc. (4)(10)	L + 6.00%	6.75	%	12/17/2028	37,017	36,761	37,017	3.61
Knowledge Pro Buyer, Inc. (4)(7)(10)	L + 5.75%	7.44	%	12/10/2027	19,262	18,841	18,806	1.84
PECF USS Intermediate Holding III Corp. (9)	L + 4.25%	5.92	%	12/15/2028	2,985	3,002	2,705	0.26

121


BCRED Emerald JV LP Consolidated Schedule of Investments June 30, 2022 (in thousands) (Unaudited)



Investments (1)	Reference Rate and Spread	Interest Rate (2)		Maturity Date	Par Amount/Units	Cost (3)	Fair Value	Percentage of Net Assets
First Lien Debt (continued)
Commercial Services & Supplies (continued)
Recycle & Resource US, LLC (4)(6)(9)	L + 3.50%	5.75	%	7/8/2028	2,985	2,999	2,813	0.27
Restaurant Technologies, Inc. (11)	SOFR + 4.25%	6.30	%	3/17/2029	20,000	19,517	19,233	1.88
Revspring, Inc. (8)	L + 4.00%	5.67	%	10/11/2025	2,992	2,996	2,873	0.28
The Action Environmental Group, Inc. (4)(11)	L + 6.00%	7.27	%	1/16/2026	19,570	19,135	19,325	1.89
The Action Environmental Group, Inc. (4)(5)(12)	L + 6.00%	7.25	%	1/16/2026	2,072	2,026	2,046	0.20
TRC Companies, Inc. (9)	L + 3.75%	6.00	%	12/8/2028	3,990	4,001	3,767	0.37
						202,123	198,840	19.41
Construction & Engineering
Atlas Intermediate III, LLC (4)(11)	L + 7.50%	8.74	%	2/25/2028	24,313	24,224	24,112	2.35
Brookfield WEC Holdings, Inc. (9)	L + 2.75%	4.42	%	8/1/2025	9,970	9,562	9,453	0.92
Pike Electric Corp. (8)	L + 3.00%	4.67	%	1/21/2028	6,000	5,821	5,721	0.56
Refficiency Holdings, LLC (7)(10)	L + 3.75%	5.42	%	12/31/2027	3,801	3,754	3,538	0.35
						43,362	42,824	4.18
Construction Materials
Quikrete Holdings, Inc. (11)	L + 3.00%	4.67	%	6/11/2028	6,000	5,823	5,675	0.55
White Cap Buyer, LLC (9)	SOFR + 3.75%	5.28	%	10/19/2027	5,206	5,016	4,813	0.47
						10,839	10,487	1.02
Containers & Packaging
Berlin Packaging, LLC (9)	L + 3.75%	6.01	%	3/11/2028	8,961	8,743	8,363	0.82
Bway Holding Corporation (8)	L + 3.25%	4.31	%	4/3/2024	1,995	1,971	1,882	0.18
Charter NEX US, Inc. (10)	L + 3.75%	5.42	%	12/1/2027	6,500	6,235	6,138	0.60
Graham Packaging Co, Inc. (10)	L + 3.00%	4.67	%	8/4/2027	4,477	4,424	4,211	0.41
Novolex, Inc. (9)	SOFR + 4.25%	5.88	%	4/13/2029	9,000	8,677	8,438	0.82
ProAmpac PG Borrower, LLC (10)	L + 3.75%	5.26	%	11/3/2025	2,992	3,003	2,780	0.27
Ring Container Technologies Group, LLC (9)	L + 3.75%	4.27	%	8/12/2028	3,000	2,884	2,858	0.28
TricorBraun Holdings, Inc. (9)	L + 3.25%	4.92	%	3/3/2028	7,337	7,028	6,850	0.67
Trident TPI Holdings, Inc. (11)	L + 3.25%	5.50	%	7/29/2028	3,021	3,020	2,921	0.29
Trident TPI Holdings, Inc. (9)	L + 4.00%	6.25	%	9/15/2028	5,898	5,645	5,544	0.54
						51,631	49,986	4.88

122


BCRED Emerald JV LP Consolidated Schedule of Investments June 30, 2022 (in thousands) (Unaudited)



Investments (1)	Reference Rate and Spread	Interest Rate (2)		Maturity Date	Par Amount/Units	Cost (3)	Fair Value	Percentage of Net Assets
First Lien Debt (continued)
Distributors
BP Purchaser, LLC (4)(10)	L + 5.50%	7.19	%	12/10/2028	24,314	23,859	23,828	2.33
Bution Holdco 2, Inc. (4)(11)	L + 6.25%	7.92	%	10/17/2025	23,499	23,344	23,499	2.29
Dana Kepner Company, LLC (4)(11)	L + 6.25%	8.31	%	12/29/2026	15,790	15,826	15,711	1.53
Genuine Cable Group, LLC (4)(7)(10)	L + 5.75%	8.00	%	11/2/2026	29,766	29,262	29,443	2.87
Tailwind Colony Holding Corporation (4)(7)(11)	SOFR + 6.25%	7.46	%	11/13/2024	31,570	31,038	31,093	3.03
Unified Door & Hardware Group, LLC (4)(11)	L + 5.75%	6.75	%	6/30/2025	39,817	39,700	39,220	3.83
						163,029	162,794	15.88
Diversified Consumer Services
Ascend Buyer, LLC (9)	L + 3.50%	5.17	%	12/11/2028	8,185	7,887	7,581	0.74
Cambium Learning Group, Inc. (4)(7)(10)	L + 5.50%	6.56	%	7/20/2028	35,146	35,146	35,146	3.43
Colibri Group, LLC (10)	SOFR + 5.00%	5.95	%	3/12/2029	3,990	3,952	3,870	0.38
Dreambox Learning Holding, LLC (4)(5)(10)	L + 6.25%	7.00	%	12/1/2027	34,200	33,568	33,516	3.27
EM Bidco Limited (6)(9)	L + 4.25%	4.75	%	4/12/2029	3,421	3,404	3,232	0.32
KUEHG Corp. (11)	L + 3.75%	6.00	%	2/21/2025	6,986	6,810	6,527	0.64
Learning Care Group (11)	L + 3.25%	4.92	%	3/13/2025	7,994	7,717	7,424	0.72
Pre-Paid Legal Services, Inc. (9)	L + 3.75%	5.42	%	12/15/2028	7,990	7,819	7,478	0.73
Prime Security Service Borrower, LLC (10)	L + 2.75%	3.81	%	9/23/2026	5,000	4,849	4,680	0.46
Renaissance Learning, Inc. (11)	L + 4.50%	5.58	%	3/30/2029	4,000	3,938	3,833	0.37
Rinchem Company, LLC (4)(9)	SOFR + 4.50%	6.65	%	2/2/2029	4,000	3,981	3,765	0.37
University Support Services, LLC (9)	L + 3.25%	4.92	%	2/10/2029	7,163	6,994	6,769	0.66
Weld North Education, LLC (9)	L + 3.75%	5.42	%	12/21/2027	1,992	1,973	1,899	0.19
						128,037	125,722	12.28
Diversified Financial Services
Barbri Holdings, Inc. (4)(7)(10)	L + 5.75%	7.42	%	4/30/2028	17,519	17,351	17,344	1.69
Mitchell International, Inc. (9)	L + 3.75%	5.35	%	10/15/2028	8,489	8,209	7,757	0.76
Polaris Newco, LLC (9)	L + 4.00%	5.67	%	6/2/2028	6,987	6,666	6,477	0.63
Sedgwick Claims Management Services, Inc. (6)(8)	L + 3.25%	4.92	%	12/31/2025	7,496	7,334	7,060	0.69
						39,561	38,637	3.77
Diversified Telecommunication Services
Zacapa, LLC (6)(9)	SOFR + 4.25%	6.30	%	3/22/2029	5,990	5,891	5,610	0.55
Zayo Group Holdings, Inc. (9)	SOFR + 4.25%	5.78	%	3/9/2027	6,988	6,750	6,549	0.64
						12,640	12,160	1.19
Electric Utilities
Qualus Power Services Corp. (4)(7)(11)	L + 5.50%	6.71	%	3/26/2027	10,822	10,700	10,685	1.04

123


BCRED Emerald JV LP Consolidated Schedule of Investments June 30, 2022 (in thousands) (Unaudited)



Investments (1)	Reference Rate and Spread	Interest Rate (2)		Maturity Date	Par Amount/Units	Cost (3)	Fair Value	Percentage of Net Assets
First Lien Debt (continued)
Electrical Equipment
Madison IAQ, LLC (9)	L + 3.25%	4.52	%	6/16/2028	4,239	4,104	3,873	0.38
Electronic Equipment, Instruments & Components
Albireo Energy, LLC (4)(5)(7)(11)	L + 6.00%	8.13	%	12/23/2026	14,880	14,635	14,238	1.39
CPI International, Inc. (11)	L + 3.50%	4.74	%	7/26/2024	1,990	1,995	1,974	0.19
Infinite Bidco, LLC (9)	L + 3.25%	5.50	%	2/24/2028	2,985	2,999	2,776	0.27
Ingram Micro, Inc. (9)	L + 3.50%	5.75	%	3/31/2028	2,985	2,998	2,832	0.28
						22,627	21,821	2.13
Energy Equipment & Services
Tetra Technologies, Inc. (4)(6)(11)	L + 6.25%	7.92	%	9/10/2025	22,793	22,793	22,793	2.22
Entertainment
CE Intermediate I, LLC (4)(9)	L + 4.00%	5.40	%	11/10/2028	4,991	4,987	4,717	0.46
Recorded Books, Inc. (8)	L + 4.00%	6.00	%	8/29/2025	4,000	3,948	3,808	0.37
						8,935	8,524	0.83
Health Care Equipment & Supplies
Auris Luxembourg III Sarl (6)(8)	L + 3.75%	5.58	%	2/27/2026	7,987	7,650	7,248	0.71
CSHC Buyerco, LLC (4)(7)(11)	L + 4.75%	5.75	%	9/8/2026	7,489	7,312	7,489	0.73
CPI Buyer, LLC (4)(7)(10)	L + 5.50%	7.07	%	11/1/2028	29,482	28,814	28,765	2.81
Mozart Borrower LP (9)	L + 3.25%	4.92	%	9/20/2028	8,988	8,756	8,363	0.82
Resonetics, LLC (10)	L + 4.00%	5.24	%	4/28/2028	2,992	2,982	2,850	0.28
Sunshine Luxembourg VII S.à r.l, LLC (6)(10)	L + 3.75%	6.00	%	10/2/2026	9,975	9,696	9,266	0.90
						65,210	63,981	6.25
Health Care Providers & Services
ADCS Clinics Intermediate Holdings, LLC (4)(7)(11)	L + 6.25%	8.22	%	5/7/2027	10,230	10,114	10,107	0.99
ADMI Corp. (9)	L + 3.50%	5.17	%	12/23/2027	5,987	5,777	5,504	0.54
AHP Health Partners, Inc. (9)	L + 3.50%	5.17	%	8/4/2028	1,990	1,949	1,884	0.18
CCBlue Bidco, Inc. (4)(7)(10)	L + 6.25%	7.00	%	12/21/2028	19,700	19,301	19,267	1.88
CHG Healthcare Services, Inc. (9)	L + 3.25%	4.75	%	9/29/2028	8,992	8,634	8,529	0.83
DCA Investment Holdings, LLC (4)(7)(10)	SOFR + 6.25%	7.00	%	4/3/2028	5,843	5,785	5,786	0.56
Electron Bidco, Inc. (9)	L + 3.00%	4.67	%	11/1/2028	6,995	6,799	6,570	0.64
Epoch Acquisition, Inc. (4)(11)	L + 6.00%	7.67	%	10/4/2024	29,269	29,269	29,269	2.86
Forefront Management Holdings, LLC (4)(7)(9)	SOFR + 4.25%	5.33	%	3/23/2029	6,506	6,383	6,018	0.59
Global Medical Response, Inc. (11)	L + 4.25%	5.25	%	10/2/2025	4,985	4,874	4,650	0.45
Heartland Dental, LLC (4)(11)	L + 4.00%	5.64	%	4/30/2025	39,323	37,590	37,651	3.67
Jayhawk Buyer, LLC (4)(11)	L + 5.00%	7.25	%	10/15/2026	31,463	31,178	31,148	3.04
LifePoint Health, Inc. (8)	L + 3.75%	5.42	%	11/16/2025	7,000	6,994	6,551	0.64

124


BCRED Emerald JV LP Consolidated Schedule of Investments June 30, 2022 (in thousands) (Unaudited)



Investments (1)	Reference Rate and Spread	Interest Rate (2)		Maturity Date	Par Amount/Units	Cost (3)	Fair Value	Percentage of Net Assets
First Lien Debt (continued)
Health Care Providers & Services (continued)
Midwest Physician Administrative Services, LLC (10)	L + 3.25%	5.50	%	3/5/2028	2,985	2,989	2,746	0.27
Navigator Acquiror, Inc. (4)(7)(9)	L + 5.75%	6.79	%	7/16/2027	15,858	15,789	15,858	1.55
NMSC Holdings, Inc. (10)	SOFR + 5.25%	6.15	%	2/23/2029	4,000	3,961	3,711	0.36
Onex TSG Intermediate Corp. (6)(10)	L + 4.75%	6.42	%	2/28/2028	1,990	2,005	1,861	0.18
Ownex & Minor, Inc. (11)	SOFR + 3.75%	5.38	%	3/23/2029	2,536	2,499	2,523	0.25
Pathway Vet Alliance, LLC (8)	L + 3.75%	6.00	%	3/31/2027	4,985	4,888	4,642	0.45
Pediatric Associates Holding Co., LLC (7)(9)	L + 3.25%	5.08	%	12/29/2028	3,728	3,711	3,478	0.34
PetVet Care Centers, LLC (10)	L + 3.50%	5.17	%	2/14/2025	6,490	6,303	6,138	0.60
Phoenix Guarantor, Inc. (6)(8)	L + 3.50%	5.14	%	3/5/2026	8,479	8,295	7,961	0.78
PSKW Intermediate, LLC (4)(11)	L + 6.25%	7.92	%	3/9/2026	29,325	29,325	29,325	2.86
Radnet, Inc. (6)(10)	P + 3.00%	4.62	%	4/22/2028	4,302	4,303	4,100	0.40
Reverb Buyer, Inc. (7)(9)	L + 3.50%	6.38	%	11/1/2028	3,352	3,308	3,113	0.30
Smile Doctors, LLC (4)(7)(10)	L + 5.75%	7.71	%	12/23/2028	49,089	48,108	48,029	4.69
Stepping Stones Healthcare Services, LLC (4)(7)(10)	L + 5.75%	6.76	%	1/2/2029	12,656	12,352	12,330	1.20
Surgery Centers Holdings, Inc. (6)(10)	L + 3.75%	4.95	%	8/31/2026	9,987	9,753	9,335	0.91
The GI Alliance Management, LLC (4)(11)	L + 6.25%	7.43	%	11/4/2024	39,044	38,790	39,044	3.81
U.S. Anesthesia Partners, Inc. (9)	L + 4.25%	5.31	%	9/22/2028	2,985	3,000	2,792	0.27
US Oral Surgery Management Holdco, LLC (4)(10)	L + 5.50%	6.96	%	11/18/2027	708	596	603	0.06
US Oral Surgery Management Holdco, LLC (4)(7)(10)	L + 5.50%	6.96	%	11/18/2027	20,100	19,822	20,000	1.95
WHCG Purchaser III, Inc. (4)(5)(7)(10)	L + 5.75%	8.00	%	6/22/2028	6,381	6,238	6,298	0.61
WP CityMD Bidco, LLC (9)	L + 3.25%	5.50	%	11/18/2028	7,183	7,062	6,783	0.66
						407,746	403,606	39.37
Health Care Technology
Edifecs, Inc. (4)(10)	L + 5.50%	7.75	%	9/21/2026	9,819	9,686	9,672	0.94
Edifecs, Inc. (4)(11)	L + 7.50%	9.75	%	9/21/2026	17,990	18,478	18,530	1.81
Imprivata, Inc. (9)	SOFR + 4.25%	5.43	%	12/1/2027	5,000	4,855	4,871	0.48
Netsmart Technologies, Inc. (10)	L + 4.00%	5.67	%	10/1/2027	3,962	3,923	3,784	0.37
Waystar Technologies, Inc. (8)	L + 4.00%	5.67	%	10/22/2026	5,990	5,781	5,698	0.56
						42,724	42,555	4.16
Hotels, Restaurants & Leisure
Alterra Mountain Company (9)	L + 3.50%	5.17	%	8/17/2028	6,990	6,764	6,667	0.65
Fertitta Entertainment, LLC (9)	SOFR + 4.00%	5.53	%	1/27/2029	6,990	6,680	6,466	0.63
GVC Holdings Gibraltar, Ltd. (6)(9)	L + 2.25%	3.74	%	3/16/2027	2,992	2,926	2,881	0.28
IRB Holding Corp. (10)	SOFR + 3.00%	4.24	%	12/15/2027	2,397	2,398	2,257	0.22

125


BCRED Emerald JV LP Consolidated Schedule of Investments June 30, 2022 (in thousands) (Unaudited)



Investments (1)	Reference Rate and Spread	Interest Rate (2)		Maturity Date	Par Amount/Units	Cost (3)	Fair Value	Percentage of Net Assets
First Lien Debt (continued)
Hotels, Restaurants & Leisure (continued)
IRB Holding Corp. (11)	SOFR + 2.75%	4.42	%	2/5/2025	1,995	1,997	1,896	0.19
Scientific Games Holdings LP (9)	SOFR + 3.50%	4.18	%	4/4/2029	2,000	1,895	1,857	0.18
Tacala Investment Corp. (10)	L + 3.50%	5.17	%	2/5/2027	2,992	3,003	2,807	0.27
Twin River Worldwide Holdings, Inc. (6)(9)	L + 3.25%	4.37	%	10/2/2028	8,416	8,124	7,838	0.76
Whatabrands, LLC (9)	L + 3.25%	4.92	%	8/3/2028	8,819	8,506	8,292	0.81
						42,293	40,960	3.99
Household Durables
AI Aqua Merger Sub, Inc. (6)(7)(9)	L + 4.00%	4.50	%	7/31/2028	7,333	7,001	6,538	0.64
Fluidra SA (6)(9)	SOFR + 2.00%	3.63	%	1/29/2029	3,980	3,970	3,873	0.38
Hunter Douglas, Inc. (6)(9)	SOFR + 3.50%	4.84	%	2/26/2029	4,000	3,981	3,458	0.34
						14,952	13,870	1.36
Industrial Conglomerates
Engineered Machinery Holdings, Inc. (10)	L + 3.75%	6.00	%	5/19/2028	4,000	3,845	3,768	0.37
FCG Acquisitions, Inc. (9)	L + 3.75%	6.00	%	3/16/2028	8,985	8,729	8,480	0.83
SPX Flow, Inc. (9)	SOFR + 4.50%	6.13	%	4/5/2029	2,000	1,920	1,869	0.18
Vertical US Newco, Inc. (6)(9)	L + 3.50%	4.02	%	7/30/2027	4,091	4,054	3,843	0.38
Victory Buyer, LLC (9)	L + 3.75%	5.81	%	11/19/2028	2,993	3,010	2,776	0.27
						21,558	20,734	2.03
Insurance
Alliant Holdings Intermediate, LLC (8)	L + 3.25%	4.92	%	5/9/2025	1,990	1,976	1,878	0.18
Alliant Holdings Intermediate, LLC (9)	L + 3.50%	5.01	%	11/6/2027	2,985	3,001	2,786	0.27
AssuredPartners, Inc. (9)	SOFR + 3.50%	5.03	%	2/12/2027	8,490	8,252	7,938	0.77
Baldwin Risk Partners, LLC (6)(9)	L + 3.50%	4.69	%	10/14/2027	6,982	6,881	6,659	0.65
BroadStreet Partners, Inc. (8)	L + 3.00%	4.67	%	1/27/2027	7,980	7,729	7,526	0.73
Howden Group Holdings Limited (6)(10)	L + 3.25%	4.94	%	11/12/2027	4,492	4,493	4,252	0.42
HUB International Limited (10)	L + 3.25%	4.35	%	4/25/2025	2,992	3,010	2,846	0.28
HUB International Limited (8)	L + 3.00%	4.21	%	4/25/2025	5,474	5,242	5,196	0.51
NFP Corp. (8)	L + 3.25%	4.92	%	2/15/2027	9,328	9,024	8,647	0.84
SG Acquisition, Inc. (4)(9)	L + 5.00%	7.25	%	1/27/2027	33,651	33,574	33,651	3.28
USI, Inc. (11)	L + 3.00%	5.25	%	5/16/2024	3,500	3,456	3,363	0.33
						86,639	84,743	8.26
Interactive Media & Services
Ancestry.com Operations, Inc (9)	L + 3.25%	4.92	%	12/6/2027	2,970	2,974	2,717	0.27
AppLovin Corp. (11)	L + 3.25%	5.50	%	8/15/2025	3,990	3,937	3,827	0.37
Cengage Learning, Inc. (11)	L + 4.75%	5.75	%	6/29/2026	1,492	1,505	1,351	0.13

126


BCRED Emerald JV LP Consolidated Schedule of Investments June 30, 2022 (in thousands) (Unaudited)



Investments (1)	Reference Rate and Spread	Interest Rate (2)		Maturity Date	Par Amount/Units	Cost (3)	Fair Value	Percentage of Net Assets
First Lien Debt (continued)
Interactive Media & Services (continued)
MH Sub I, LLC (11)	L + 3.75%	5.42	%	9/13/2024	2,985	3,003	2,818	0.28
MH Sub I, LLC (8)	L + 3.75%	5.42	%	9/13/2024	4,988	4,798	4,711	0.46
Project Boost Purchaser, LLC (8)	L + 3.50%	5.17	%	6/1/2026	4,985	4,881	4,646	0.45
Red Planet Borrower, LLC (9)	L + 3.75%	5.42	%	10/2/2028	4,980	4,962	4,410	0.43
SurveyMonkey, Inc. (4)(6)(8)	L + 3.75%	5.42	%	10/10/2025	571	570	554	0.05
William Morris Endeavor Entertainment, LLC (8)	L + 2.75%	4.42	%	5/18/2025	5,990	5,762	5,657	0.55
						32,392	30,692	2.99
Internet & Direct Marketing Retail
Donuts, Inc. (4)(11)	SOFR + 6.00%	7.45	%	12/29/2026	28,591	28,461	28,591	2.79
Prodege International Holdings, LLC (4)(7)(10)	L + 5.75%	7.58	%	12/15/2027	20,653	20,253	20,230	1.97
						48,714	48,820	4.76
IT Services
Dcert Buyer, Inc. (8)	L + 4.00%	5.67	%	10/16/2026	9,997	9,628	9,583	0.94
Endurance International Group Holdings, Inc. (10)	L + 3.50%	4.62	%	2/10/2028	4,492	4,387	4,051	0.40
Ensono Holdings, LLC (10)	L + 4.00%	5.67	%	5/19/2028	2,762	2,724	2,569	0.25
Rackspace Technology Global (10)	L + 2.75%	3.50	%	2/15/2028	2,000	1,880	1,829	0.18
Razor Holdco, LLC (4)(10)	L + 5.75%	6.81	%	10/25/2027	25,870	25,393	25,353	2.47
Sabre Global, Inc. (6)(9)	L + 3.50%	5.17	%	12/17/2027	5,000	4,738	4,691	0.46
Turing Midco, LLC (11)	L + 2.75%	4.42	%	3/23/2028	3,500	3,453	3,371	0.33
Virtusa Corp. (10)	SOFR + 3.75%	5.38	%	2/11/2028	3,990	3,952	3,784	0.37
						56,153	55,230	5.40
Leisure Products
Motion Finco, LLC (6)(8)	L + 3.25%	5.50	%	11/12/2026	8,500	8,096	7,877	0.77
Recess Holdings, Inc. (11)	L + 3.75%	4.99	%	9/30/2024	2,195	2,193	2,116	0.21
						10,288	9,992	0.98
Life Sciences Tools & Services
Cambrex Corp. (10)	SOFR + 3.50%	4.53	%	12/4/2026	3,947	3,926	3,755	0.37
Curia Global, Inc. (10)	L + 3.75%	4.99	%	8/30/2026	4,240	4,184	4,014	0.39
						8,110	7,769	0.76
Machinery
Phoenix Services Merger Sub, LLC (11)	L + 3.75%	5.42	%	3/1/2025	1,991	1,979	1,513	0.15
Pro Mach Group, Inc. (7)(11)	L + 4.00%	5.67	%	8/31/2028	3,934	3,859	3,716	0.36
						5,838	5,229	0.51
Media
Clear Channel Outdoor Holdings, Inc. (6)(8)	L + 3.50%	4.74	%	8/21/2026	1,990	1,960	1,720	0.17
Radiate Holdco, LLC (10)	L + 3.25%	4.92	%	9/25/2026	3,980	3,987	3,711	0.36

127


BCRED Emerald JV LP Consolidated Schedule of Investments June 30, 2022 (in thousands) (Unaudited)



Investments (1)	Reference Rate and Spread	Interest Rate (2)		Maturity Date	Par Amount/Units	Cost (3)	Fair Value	Percentage of Net Assets
First Lien Debt (continued)
Media (continued)
Univision Communications, Inc. (10)	L + 3.25%	4.92	%	3/15/2026	3,980	3,977	3,768	0.37
Univision Communications, Inc. (11)	L + 2.75%	4.42	%	3/15/2024	809	810	798	0.08
UPC Financing Partnership (11)	L + 3.00%	4.32	%	1/31/2029	3,500	3,428	3,337	0.33
Virgin Media Bristol, LLC (11)	L + 3.25%	4.57	%	1/31/2029	3,500	3,457	3,363	0.33
						17,618	16,695	1.64
Metals & Mining
SCIH Salt Holdings, Inc. (10)	L + 4.00%	4.75	%	3/16/2027	3,976	3,931	3,563	0.35
Oil, Gas & Consumable Fuels
CQP Holdco, LP (9)	L + 3.75%	6.00	%	6/5/2028	7,970	7,917	7,512	0.73
Eagle Midstream Canada Finance, Inc. (4)(6)(13)	L + 6.25%	7.82	%	11/26/2024	40,000	40,000	40,000	3.90
Freeport LNG Investments, LLLP (9)	L + 3.50%	4.56	%	12/21/2028	4,957	4,918	4,312	0.42
						52,835	51,824	5.05
Pharmaceuticals
Embecta Corp. (11)	SOFR + 3.00%	5.05	%	1/27/2029	457	454	433	0.04
Jazz Pharmaceuticals, Inc. (6)(9)	L + 3.50%	5.17	%	4/21/2028	3,980	3,982	3,807	0.37
						4,436	4,240	0.41
Professional Services
ALKU, LLC (4)(10)	L + 5.25%	7.45	%	3/1/2028	19,750	19,658	19,701	1.92
Aqgen Island Holdings, Inc. (9)	L + 3.50%	5.81	%	8/2/2028	7,998	7,686	7,478	0.73
Armor Holdco, Inc. (6)(9)	L + 4.50%	6.75	%	12/11/2028	4,237	4,152	4,036	0.39
Camelot US Acquisition, LLC (6)(11)	L + 3.00%	4.67	%	10/30/2026	3,985	3,889	3,767	0.37
Cast & Crew Payroll, LLC (9)	SOFR + 3.75%	5.28	%	12/29/2028	4,975	4,973	4,739	0.46
Deerfield Dakota Holding, LLC (11)	SOFR + 3.75%	5.28	%	4/9/2027	9,980	9,756	9,372	0.91
Galaxy US Opco, Inc. (6)(9)	SOFR + 4.75%	6.28	%	4/29/2029	5,000	4,878	4,706	0.46
National Intergovernmental Purchasing Alliance Co. (8)	L + 3.50%	5.75	%	5/23/2025	4,977	4,933	4,746	0.46
The Dun & Bradstreet Corporation (8)	L + 3.25%	4.87	%	2/6/2026	8,279	7,980	7,834	0.76
Trans Union, LLC (9)	L + 2.25%	3.92	%	12/1/2028	2,605	2,617	2,490	0.24
Trinity Partners Holdings, LLC (4)(7)(10)	L + 5.75%	8.00	%	12/21/2028	9,292	9,095	9,081	0.89
VT Topco, Inc. (4)(7)(10)	L + 3.75%	5.97	%	8/1/2025	145	143	136	0.01
VT Topco, Inc. (7)(10)	L + 3.75%	5.42	%	8/1/2025	3,933	3,907	3,830	0.37
West Monroe Partners, LLC (4)(7)(10)	L + 5.50%	6.75	%	11/8/2028	30,057	29,506	29,455	2.87
						113,172	111,371	10.84

128


BCRED Emerald JV LP Consolidated Schedule of Investments June 30, 2022 (in thousands) (Unaudited)



Investments (1)	Reference Rate and Spread	Interest Rate (2)		Maturity Date	Par Amount/Units	Cost (3)	Fair Value	Percentage of Net Assets
First Lien Debt (continued)
Real Estate Management & Development
Cumming Group, Inc. (4)(7)(11)	L + 5.75%	6.76	%	5/26/2027	13,798	13,781	13,622	1.33
Progress Residential PM Holdings, LLC (4)(7)(10)	L + 6.25%	7.31	%	2/16/2028	18,138	18,306	18,138	1.77
						32,088	31,761	3.10
Software
Apex Group Treasury, LLC (6)(9)	L + 3.75%	6.00	%	7/27/2028	1,100	1,084	1,045	0.10
Applied Systems, Inc. (8)	P + 4.75%	6.75	%	9/19/2024	4,000	3,939	3,849	0.38
Boxer Parent Company, Inc. (8)	L + 3.75%	5.42	%	10/2/2025	8,977	8,692	8,386	0.82
Brave Parent Holdings, Inc. (8)	L + 4.00%	5.67	%	4/18/2025	1,000	1,001	964	0.09
Brown Group Holdings, LLC (11)	L + 2.50%	4.17	%	6/7/2028	5,995	5,714	5,701	0.56
Cloudera, Inc. (9)	L + 3.75%	5.42	%	10/8/2028	8,243	7,950	7,611	0.74
ConnectWise, LLC (9)	L + 3.50%	5.75	%	9/29/2028	4,478	4,485	4,112	0.40
Delta Topco, Inc. (10)	L + 3.75%	5.84	%	12/1/2027	3,990	3,956	3,623	0.35
ECI Macola Max Holding, LLC (6)(10)	L + 3.75%	6.00	%	11/9/2027	7,000	6,746	6,619	0.65
EP Purchaser, LLC (9)	L + 3.50%	5.75	%	11/6/2028	3,494	3,486	3,334	0.33
Epicor Software Corp. (10)	L + 3.25%	4.92	%	7/30/2027	9,980	9,703	9,447	0.92
Flexera Software, LLC (10)	L + 3.75%	5.37	%	3/3/2028	5,974	5,832	5,677	0.55
GI Consilio Parent, LLC (7)(9)	L + 4.00%	5.67	%	4/30/2028	6,194	6,067	5,691	0.56
GovernmentJobs.com, Inc. (4)(7)(10)	L + 5.50%	7.17	%	12/1/2028	23,541	22,998	22,939	2.24
Greeneden U.S. Holdings II, LLC (10)	L + 4.00%	5.67	%	12/1/2027	4,477	4,479	4,294	0.42
HS Purchaser, LLC (10)	L + 4.00%	5.63	%	11/19/2026	3,982	3,949	3,744	0.37
Hyland Software, Inc. (10)	L + 3.50%	5.17	%	7/1/2024	3,982	3,954	3,853	0.38
Idera, Inc. (10)	L + 3.75%	4.82	%	3/2/2028	2,985	2,995	2,762	0.27
Informatica, LLC (11)	L + 2.75%	4.44	%	10/27/2028	1,600	1,580	1,523	0.15
ION Trading Finance Ltd. (6)(8)	L + 4.75%	7.00	%	4/3/2028	5,855	5,550	5,417	0.53
Ivanti Software, Inc. (10)	L + 4.00%	5.61	%	12/1/2027	1,990	1,979	1,706	0.17
LD Lower Holdings, Inc. (4)(7)(11)	L + 6.50%	8.75	%	2/8/2026	15,059	14,925	15,059	1.47
Medallia, Inc. (4)(7)(10)	L + 6.75% PIK	8.42	%	10/29/2028	41,075	40,346	40,254	3.93
Mitnick Purchaser, Inc. (9)	SOFR + 4.75%	5.82	%	5/2/2029	5,000	4,976	4,763	0.46
Monk Holding Co. (4)(7)(10)	L + 5.75%	7.75	%	12/1/2027	29,626	28,882	28,821	2.81
Nintex Topco Limited (4)(6)(10)	L + 5.75%	6.50	%	11/13/2028	30,000	29,440	29,100	2.84
NortonLifeLock, Inc. (6)(9)	SOFR + 2.00%	2.50	%	1/27/2029	4,000	3,980	3,803	0.37
Perforce Software, Inc. (8)	L + 3.75%	5.42	%	7/1/2026	3,356	3,346	3,104	0.30
Project Alpha Intermediate Holding, Inc. (8)	L + 4.00%	5.67	%	4/26/2024	2,985	2,978	2,879	0.28
Proofpoint, Inc. (5)(9)	L + 3.25%	4.82	%	8/31/2028	8,963	8,594	8,353	0.82
Quest Software, Inc. (6)(9)	SOFR + 4.25%	5.42	%	2/1/2029	4,000	3,962	3,571	0.35

129


BCRED Emerald JV LP Consolidated Schedule of Investments June 30, 2022 (in thousands) (Unaudited)



Investments (1)	Reference Rate and Spread	Interest Rate (2)		Maturity Date	Par Amount/Units	Cost (3)	Fair Value	Percentage of Net Assets
First Lien Debt (continued)
Software (continued)
RealPage, Inc. (9)	L + 3.00%	4.67	%	4/24/2028	7,992	7,751	7,410	0.72
Relativity ODA, LLC (4)(7)(11)	L + 8.15%	9.15	%	5/12/2027	5,841	5,755	5,745	0.56
Rocket Software, Inc. (9)	L + 4.25%	5.92	%	11/28/2025	5,469	5,295	5,095	0.50
S2P Acquisition Borrower, Inc. (6)(8)	L + 3.75%	5.42	%	8/14/2026	2,985	2,997	2,856	0.28
Solarwinds Holdings, Inc. (11)	L + 2.75%	4.42	%	2/5/2024	3,500	3,441	3,360	0.33
Sophia, LP (9)	L + 3.25%	5.50	%	10/7/2027	9,990	9,588	9,347	0.91
Sovos Compliance, LLC (7)(9)	L + 4.50%	6.17	%	7/29/2028	3,985	3,983	3,765	0.37
SS&C Technologies, Inc. (6)(9)	SOFR + 2.25%	3.88	%	3/22/2029	4,568	4,456	4,366	0.43
Stamps.com, Inc. (4)(10)	L + 5.75%	6.87	%	10/5/2028	30,000	29,440	29,700	2.90
Stamps.com, Inc. (4)(10)	L + 5.75%	6.87	%	10/5/2028	29,925	29,367	29,626	2.89
Surf Holdings, LLC (6)(8)	SOFR + 3.50%	5.42	%	3/5/2027	4,992	4,915	4,705	0.46
Symphony Technology Group (5)(6)(10)	L + 4.75%	5.98	%	7/27/2028	1,995	2,000	1,799	0.18
Symphony Technology Group (6)(9)	L + 4.00%	5.15	%	3/1/2029	4,000	3,981	3,653	0.36
The Ultimate Software Group, Inc. (9)	L + 3.25%	4.21	%	5/4/2026	9,233	8,949	8,675	0.85
Triple Lift, Inc. (4)(7)(10)	SOFR + 5.75%	6.58	%	5/6/2028	15,671	15,494	15,480	1.51
Veritas US, Inc. (6)(11)	L + 5.00%	7.25	%	9/1/2025	3,696	3,696	3,052	0.30
Vision Solutions, Inc. (10)	L + 4.00%	5.18	%	3/4/2028	5,056	5,061	4,596	0.45
VS Buyer, LLC (11)	L + 3.00%	4.67	%	2/28/2027	3,081	3,035	2,908	0.28
						406,769	398,141	38.89
Specialty Retail
CustomInk, LLC (4)(11)	L + 6.18%	7.18	%	5/3/2026	36,866	36,454	36,405	3.55
EG Dutch Finco BV (6)(8)	L + 4.00%	6.25	%	2/7/2025	4,000	3,849	3,770	0.37
						40,303	40,175	3.92
Technology Hardware, Storage & Peripherals
Lytx, Inc. (4)(11)	L + 6.75%	8.42	%	2/28/2026	29,397	29,266	28,441	2.78
Trading Companies & Distributors
Core and Main, LP (11)	L + 2.50%	4.32	%	7/27/2028	4,000	3,910	3,822	0.37
Foundation Building Materials, Inc. (9)	L + 3.25%	4.49	%	2/3/2028	6,985	6,722	6,147	0.60
Icebox Holdco III, Inc. (9)	L + 3.75%	6.00	%	12/22/2028	4,951	4,885	4,607	0.45
LBM Acquisition, LLC (10)	L + 3.75%	5.42	%	12/17/2027	3,980	3,977	3,282	0.32
Park River Holdings, Inc. (10)	L + 3.25%	4.22	%	12/28/2027	3,114	3,103	2,569	0.25
Porcelain Acquisition Corp. (4)(7)(11)	L + 5.75%	8.00	%	4/30/2027	8,825	8,611	8,763	0.86
Specialty Building Products Holdings, LLC (9)	L + 3.75%	5.35	%	10/15/2028	1,995	2,007	1,771	0.17
SRS Distribution, Inc. (9)	SOFR + 3.50%	4.02	%	6/4/2028	9,980	9,742	9,238	0.90

130


BCRED Emerald JV LP Consolidated Schedule of Investments June 30, 2022 (in thousands) (Unaudited)



Investments (1)	Reference Rate and Spread	Interest Rate (2)		Maturity Date	Par Amount/Units		Cost (3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Trading Companies & Distributors (continued)
The Cook & Boardman Group, LLC (11)	SOFR + 5.75%	6.97	%	10/17/2025	3,886		3,802		3,730		0.36
							46,759		43,927		4.28
Transportation Infrastructure
First Student Bidco, Inc. (9)	L + 3.00%	5.23	%	7/21/2028	3,987		3,976		3,571		0.35
Froneri International PLC (11)	L + 2.25%	3.92	%	1/29/2027	1,933		1,861		1,784		0.17
Frontline Road Safety, LLC (4)(7)(10)	L + 5.75%	6.68	%	5/3/2027	13,326		12,868		12,826		1.25
Roadsafe Holdings, Inc. (4)(11)	L + 5.75%	7.76	%	10/19/2027	18,950		18,760		18,760		1.83
							37,466		36,941		3.60
Wireless Telecommunication Services
CCI Buyer, Inc. (10)	SOFR + 4.00%	6.05	%	12/17/2027	9,505		9,222		8,697		0.85
Total First Lien Debt							$	2,715,577	$	2,663,851	259.96	%
Second Lien Debt
Health Care Providers & Services
Jayhawk Buyer, LLC (4)(11)	L + 8.75%	9.99	%	10/15/2027	$	1,877	$	1,855	$	1,863	0.18	%
Industrial Conglomerates
Victory Buyer, LLC (4)(9)	L + 7.00%	9.06	%	11/1/2029	28,857		28,585		28,280		2.76
Total Second Lien Debt							$	30,440	$	30,143	2.94	%
Warrant
Software
Mermaid EquityCo L.P. - Class B Units (4)					$	495	$	831	$	900	0.09	%
Total Warrant							$	831	$	900	0.09	%
Equity
Aerospace & Defense
Loar Acquisition 13, LLC - Common Units (4)					2,547,048		$	4,305	$	4,839	0.47	%
Air Freight & Logistics
AGI Group Holdings LP - A2 Units (4)					194		208		208		0.02
Mode Holdings, L.P. - Class A-2 Common Units (4)					1,230,769		2,215		2,043		0.20
							2,424		2,251		0.22
Distributors
Box Co-Invest Blocker, LLC (4)					780,000		780		814		0.08
Diversified Consumer Services
Cambium Holdings, LLC - Senior Preferred Interests (4)					974,662		1,131		1,170		0.11
Deneb Ultimate Topco, LLC - Class A Units (4)					728		728		728		0.07
							1,859		1,898		0.18

131


BCRED Emerald JV LP Consolidated Schedule of Investments June 30, 2022 (in thousands) (Unaudited)



Investments (1)	Reference Rate and Spread	Interest Rate (2)	Maturity Date	Par Amount/Units	Cost (3)		Fair Value		Percentage of Net Assets
Equity (continued)
Health Care Providers & Services
Jayhawk Holdings, LP - A-1 Common Units (4)				797	210		227		0.02
Jayhawk Holdings, LP - A-2 Common Units (4)				429	113		122		0.01
					322		349		0.03
Software
Lobos Parent, Inc. - Series A Preferred Shares (4)				5,773	5,700		5,860		0.57
Mermaid Equity Co. L.P. - Class A-2 Common Units (4)				1,614,060	4,245		4,536		0.44
					9,945		10,395		1.01
Transportation Infrastructure
Frontline Road Safety Investments, LLC - Class A Common Units (4)				3,936	376		413		0.04
Equity Total					$	20,010	$	20,961	2.03	%
Total Investment Portfolio					$	2,766,859	$	2,715,855	265.02	%
Total Investments — non-controlled/affiliated
Specialty Retail
GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP) - Class A Common Units (4)(14)					$	1,828	$	2,038	0.20	%
Total Equity					$	1,828	$	2,038	0.20	%
Total Investments — non-controlled/affiliated					$	1,828	$	2,038	0.20	%
Investments—controlled/affiliated
Equity
Specialty Retail
GSO DL CoInvest CI LP (CustomInk, LLC) - Series A Preferred Units (4)(6)(14)					$	3,542	$	3,534	0.34	%
Total Equity					$	3,542	$	3,534	0.34	%
Total Investments — controlled/affiliated					$	3,542	$	3,534	0.34	%
Total Investment Portfolio					$	2,772,228	$	2,721,428	265.56	%
Cash and Cash Equivalents
State Street Institutional U.S. Government Money Market Fund					$	29,010	$	29,010	2.83	%
Other Cash and Cash Equivalents					95,066		95,066		9.28
Total Portfolio Investments, Cash and Cash Equivalents					$	2,896,305	$	2,845,505	277.67	%

(1) All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. The total par amount is presented for debt investments and the number of shares or units owned is presented for equity investments. Each of the Company’s ~~expenses, including organization~~investments is pledged as collateral, under one or more of its credit facilities unless otherwise indicated.

(2) Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”), Canadian Dollar Offered Rate (“CDOR” or “C”), Sterling Overnight Interbank Average Rate (“SONIA” or “S”), Euro Interbank Offer Rate (“Euribor” or “E”), Secured Overnight Financing Rate (“SOFR or "S"), or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), which generally resets periodically. For each loan, the Company has indicated the reference rate used and ~~offering expenses, through~~provided the spread and the interest rate in effect as of June 30, 2022. Variable rate loans typically include an interest reference rate floor feature. For each such loan, the Company has provided the interest rate in effect on the date presented.

132

(3) The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

(4) These investments were valued using unobservable inputs and are considered Level 3 investments.

(5) These debt investments are not pledged as collateral under any of the Company's credit facilities. For other debt investments that are pledged to the Company's credit facilities, a single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.

(6) For unsettled positions the interest rate does not include the base rate.

(7) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments (all commitments are first lien, unless otherwise noted):

Investments—non-controlled/non-affiliated

Commitment Type

Commitment
Expiration Date

Unfunded
Commitment

Fair
Value

First Lien Debt

ADCS Clinics Intermediate Holdings, LLC

Revolver

5/7/2027

781

(16)

ADCS Clinics Intermediate Holdings, LLC

Delayed Draw Term Loan

5/7/2023

489

—

AI Aqua Merger Sub, Inc.

Delayed Draw Term Loan

7/30/2028

1,667

—

Albireo Energy, LLC

Delayed Draw Term Loan

12/23/2026

4,646

—

Atlas Intermediate III, LLC

Delayed Draw Term Loan

2/25/2028

915

—

Barbri Holdings, Inc.

Delayed Draw Term Loan

4/28/2023

2,198

—

Bazaarvoice, Inc.

Delayed Draw Term Loan

11/7/2022

2,831

—

Bazaarvoice, Inc.

Revolver

5/7/2026

2,123

—

Monk Holding Co.

Delayed Draw Term Loan

8/12/2023

7,996

(106)

Cambium Learning Group, Inc.

Revolver

7/20/2028

3,249

—

CCBlue Bidco, Inc.

Delayed Draw Term Loan

12/21/2023

3,841

(38)

CPI Buyer, LLC

Delayed Draw Term Loan

5/1/2023

8,058

—

CPI Buyer, LLC

Revolver

11/1/2026

2,379

—

CSHC Buyerco, LLC

Delayed Draw Term Loan

9/8/2026

3,511

—

Cumming Group, Inc.

Delayed Draw Term Loan

5/26/2027

2,022

(20)

Cumming Group, Inc.

Revolver

5/26/2027

1,779

—

DCA Investment Holdings, LLC

Delayed Draw Term Loan

3/12/2023

335

—

Icebox Holdco III, Inc.

Delayed Draw Term Loan

12/22/2028

1,027

(59)

EM Bidco Limited

Delayed Draw Term Loan

4/12/2029

1,579

—

Express Wash Concepts, LLC

Delayed Draw Term Loan

4/30/2027

24,500

(245)

Forefront Management Holdings, LLC

Delayed Draw Term Loan

3/23/2029

994

—

Frontline Road Safety, LLC

Delayed Draw Term Loan

5/3/2027

484

—

Frontline Road Safety, LLC

Delayed Draw Term Loan

4/30/2027

3,720

—

Genuine Cable Group, LLC

Delayed Draw Term Loan

4/1/2023

2,547

—

GovernmentJobs.com, Inc.

Revolver

11/30/2027

2,566

(51)

GovernmentJobs.com, Inc.

Delayed Draw Term Loan

11/30/2023

8,018

(80)

Java Buyer, Inc.

Delayed Draw Term Loan

12/15/2023

3,888

—

Knowledge Pro Buyer, Inc.

Revolver

12/10/2023

1,582

—

Knowledge Pro Buyer, Inc.

Delayed Draw Term Loan

12/10/2027

3,878

(39)

Latham Pool Products, Inc.

Delayed Draw Term Loan

2/18/2029

11,250

(783)

LD Lower Holdings, Inc.

Delayed Draw Term Loan

2/8/2023

2,542

—

Reverb Buyer, Inc.

Delayed Draw Term Loan

11/1/2028

640

(38)

Navigator Acquiror, Inc.

Delayed Draw Term Loan

7/16/2023

4,317

—

New Arclin US Holding Corp.

Delayed Draw Term Loan

9/22/2028

382

(28)

Pediatric Associates Holding Co., LLC

Delayed Draw Term Loan

12/28/2028

263

—

Porcelain Acquisition Corp.

Delayed Draw Term Loan

4/1/2027

2,115

—

Pro Mach Group, Inc.

Delayed Draw Term Loan

8/31/2028

—

Prodege International Holdings, LLC

Delayed Draw Term Loan

12/15/2022

2,737

—

Progress Residential PM Holdings, LLC

Delayed Draw Term Loan

3/17/2023

3,721

—

Qualus Power Services Corp.

Delayed Draw Term Loan

3/26/2023

2,004

—

Refficiency Holdings, LLC

Delayed Draw Term Loan

12/16/2027

683

—

Relativity ODA, LLC

Revolver

5/12/2027

538

(8)

RWL Holdings, LLC

Delayed Draw Term Loan

12/1/2027

5,185

(52)

Smile Doctors, LLC

Revolver

12/23/2027

3,932

—

133


Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Stepping Stones Healthcare Services, LLC	Delayed Draw Term Loan	12/30/2023	3,625		(36)
Stepping Stones Healthcare Services, LLC	Revolver	12/30/2026	1,813		(36)
Tailwind Colony Holding Corporation	Delayed Draw Term Loan	12/10/2022	176		—
Trident TPI Holdings, Inc.	Delayed Draw Term Loan	9/15/2028	93		—
Trinity Partners Holdings, LLC	Delayed Draw Term Loan	12/21/2023	2,518		(25)
Triple Lift, Inc.	Revolver	5/6/2028	1,321		—
US Oral Surgery Management Holdco, LLC	Delayed Draw Term Loan	11/18/2023	7,269		—
US Oral Surgery Management Holdco, LLC	Revolver	11/18/2027	1,915		(29)
VT Topco, Inc.	Delayed Draw Term Loan	8/1/2025	117		—
West Monroe Partners, LLC	Delayed Draw Term Loan	11/9/2023	7,580		—
West Monroe Partners, LLC	Revolver	11/9/2027	2,274		—
WHCG Purchaser III, Inc.	Revolver	6/22/2026	741		(7)
WHCG Purchaser III, Inc.	Delayed Draw Term Loan	6/22/2023	1,154		—
Total Unfunded Commitments			$	174,602	$	(1,696)

(8) There are no interest rate floors on these investments.

(9) The interest rate floor on these investments as of June 30, 2022 was 0.50%.

(10) The interest rate floor on these investments as of June 30, 2022 was 0.75%.

(11) The interest rate floor on these investments as of June 30, 2022 was 1.00%.

(12) The interest rate floor on these investments as of June 30, 2022 was 1.25%.

(13) The interest rate floor on these investments as of June 30, 2022 was 1.50%.

Below is selected balance sheet information for the JV as of June 30, 2022:


	June 30, 2022
ASSETS	(Unaudited)
Investments at fair value (cost of $2,772,228 at June 30, 2022)	$	2,721,428
Cash and cash equivalents	124,077
Interest receivable	18,131
Receivable for investments sold	17,098
Deferred financing costs	6,688
Total assets	$	2,887,422
LIABILITIES
Debt	$	1,333,164
Distribution payable	29,704
Payable for investments purchased and other liabilities	499,915
Total liabilities	1,862,783
MEMBERS’ EQUITY
Members’ Equity	1,024,639
Total Members’ Equity	1,024,639
Total liabilities and member’s equity	$	2,887,422

Below is selected statement of operations information for the JV as of June 30, 2022:

134


	For the Three Months Ended June 30, 2022		For the Six Months Ended June 30, 2022
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	37,306	$	62,927
Other income	77		242
Total investment income	37,383		63,169
Expenses:
Interest expense	9,973		14,195
Other expenses	550		1,212
Total expenses	10,523		15,407
Net investment income before taxes	26,860		47,762
Taxes	—		—
Net investment income after taxes	$	26,860	$	47,762
Net realized and change in unrealized gain (loss) on investments
Net change in unrealized gain (loss) on investments	(48,640)		(50,801)
Net realized gains on investments	(380)		(490)
Total net realized and change in unrealized gain (loss) on investments	(49,020)		(51,291)
Net increase (decrease) in net assets resulting from operations	$	(22,160)	$	(3,529)

Note 11. Twin Peaks Acquisition

Pursuant to a Securities Purchase Agreement, dated March 5, 2021 (the “Purchase Agreement”), by and among the Company, ~~breaks escrow~~Twin Peaks Parent LLC, a Delaware limited liability company not affiliated with the Company (the “Seller”), Twin Peaks, Teacher Retirement System of Texas, an investor in Seller, and the Adviser, the Company acquired Twin Peaks which includes a portfolio of assets from Seller consisting of loans to 41 borrowers, five equity investments, cash and other assets (collectively, the “Assets”) for an aggregate purchase price of $721.0 million. The purchase price represents the ~~initial~~fair market value of the Assets of $1,059.0 million determined pursuant to the Company’s valuation procedures (including approval of the valuations by the Company’s Board after review of reports provided by independent valuation providers) within 48 hours of the closing, less the amount of assumed borrowings (including accrued interest) of $338.0 million. The Seller is an entity owned and controlled by a third party and advised by an affiliate of the Adviser. An affiliate of the Adviser owns an approximately 2.9% non-voting interest in the Seller. The acquisition of Twin Peaks was funded with cash on hand, which primarily consists of proceeds from the Company’s offering of its common shares. ~~The Company will be obligated~~

Pursuant to ~~reimburse~~ the ~~Adviser for such advanced expenses upon breaking escrow for the offering. The total organization and offering costs incurred through September 30, 2020 were $2.1 million.~~

~~From time to time,~~Purchase Agreement, the Company ~~may become a party to certain legal proceedings incidental~~purchased 100% of the limited liability company interests in Twin Peaks, which directly holds Assets and two wholly-owned financing subsidiaries (the “Financing Subsidiaries”), each of which directly holds Assets. Each of the Financing Subsidiaries (Denali Peak Funding and Siris Peak Funding) are now indirectly wholly-owned by the Company and have entered into credit facilities that have been assumed by the Company pursuant to the ~~normal course~~Purchase Agreement.

135

The following table summarizes the assets and liabilities of ~~its business. At September 30, 2020, management is not aware of any pending or threatened litigation.~~

~~Note 6. Net Assets~~

~~In connection with its formation, the Company has the authority to issue an unlimited number of common shares of beneficial interest at $0.01 per share par value. On August 18, 2020, an affiliate~~Twin Peaks as of the ~~Adviser purchased 60 shares of the Company’s Class I shares of beneficial interest at $25.00 per share.~~

acquisition date:


	March 5, 2021
ASSETS
Investments at fair value	$	1,023,188
Cash and cash equivalents	23,609
Interest receivable	10,018
Other assets	2,211
Total assets	$	1,059,026
LIABILITIES
Debt	$	337,648
Interest payable	365
Total liabilities	338,013
NET ASSETS
Total net assets	721,013
Total liabilities and net assets	$	1,059,026

Note 7.12. Subsequent Events

The Company’s management evaluated subsequent events through the date of issuance of the consolidated financial ~~statement.~~statements. There have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in the consolidated financial ~~statement~~statements as of ~~September~~June 30, ~~2020~~2022, except as discussed below.

~~On October 21, 2020, an affiliate~~

July Subscriptions and Dividend Declarations

The Company received approximately $0.9 billion of net proceeds relating to the ~~Adviser purchased 2,000 shares~~issuance of ~~the Company’s~~ Class I shares, ~~of beneficial interest at $25.00 per share.~~

Class S shares, and Class D shares for subscriptions effective July 1, 2022.

On ~~October 5, 2020, the Company approved and entered into the following agreements, each of which is described more fully in “~~~~Item 1. Consolidated Financial Statement—Notes to Consolidated Financial Statement—Note 3. Agreements and Related Party Transactions~~”:

~~Investment Advisory Agreement~~

~~Administration Agreement~~

~~Sub-Administration~~ ~~Agreement~~

~~Intermediary Manager Agreement~~

~~Expense Support and Conditional Reimbursement Agreement~~

~~Distribution and Servicing Plan~~

~~Escrow Agreement~~

~~On November 2, 2020, the Company entered into a facility agreement (the~~ ~~“Facility Agreement”~~~~), which was subsequently amended on November 16, 2020, with Goldman Sachs Bank USA (the~~ ~~“Financing Provider”~~~~). Under the Facility Agreement, if the Company has received subscriptions of at least $400 million (the “~~~~Capital Condition~~~~”), the Company, or its designee, has a forward obligation to purchase certain investments (the~~ ~~“Portfolio Investments”~~) from the Financing Provider, who is obligated to sell such investments. It is expected that the Portfolio Investments will generally consist of originated and anchor loans to middle market companies consistent withJuly 20, 2022, the Company’s investment strategy. Pursuant to the Facility Agreement, the Company may request that the Financing Provider acquire such Portfolio Investments as the Company may designate from time to time, which the Financing Provider can approve or reject in its soleBoard declared distributions of $0.1740 per Class I share, $0.1564 per Class S share, and absolute discretion. The Company may elect to purchase, and in certain events the Company will be required to purchase, from the Financing Provider one or more Portfolio Investments on or before June 30, 2021 (the ~~“Facility End Date”~~). Prior to any sale to the Company, the Portfolio Investments will be owned and held solely for the account of the Financing Provider. Until such time as the Company has satisfied the Capital Condition, it will have no obligation to purchase the Portfolio Investments nor be entitled to any benefits or subject to any obligations under the Facility Agreement unless it waives the Capital Condition. In consideration for the forward arrangement provided by the Financing Provider (the amount of the arrangement will not exceed $200 million before January 1, 2021 and $300 million between such date and the Facility End Date (the ~~“Financing Amount”~~)), the Company has agreed to pay, subject to satisfying the Capital Condition, certain fees and expenses to the Financing Provider, including (i) a financing fee at an annual rate of LIBOR plus 1.70% multiplied by the cash amount paid by the Financing Provider (subject to adjustment for, among other things, cash amounts received by the Financing Provider) for such Portfolio Investment while it is being held by the Financing Provider, (ii) an unused fee at an annual rate of 0.50% of the unused Financing Amount and (iii) a structuring fee equal to $1.375 million$0.1688 per Class D share, which is payable on August 29, 2022 to shareholders of record as of July 31, 2022.

In addition to the ~~earlier~~regular distributions discussed above, on July 20, 2022, the Company declared a special distribution of $0.07 for each class of the ~~termination date~~Company’s shares, which is payable on or about September 1, 2022 to shareholders of record as of August 21, 2022.

The Company has closed on aggregate subscriptions of approximately $22.6 billion since the time it commenced operations on January 7, 2021.

Naomi Peak Funding Facility ~~End Date. As~~

On July 18, 2022, BCRED Naomi Peak Funding LLC (“Naomi Peak Funding”), a ~~general matter, the price~~wholly-owned subsidiary of Blackstone Private Credit Fund, entered into a senior secured credit facility (the “Naomi Peak Funding Facility”) with Natixis. Natixis, New York Branch serves as administrative agent, Wilmington Trust, National Association serves as collateral agent, collateral administrator and custodian, and the Company ~~would~~serves as collateral manager under the Naomi Peak Funding Facility.

Advances under the Naomi Peak Funding Facility bear interest initially at a per annum rate equal to three-month term SOFR plus an applicable margin of 2.50%. Commencing on October 17, 2022, Naomi Peak Funding will pay an unused commitment fee of 0.50% per annum on the average daily unused revolving commitments under the Naomi Peak Funding Facility, which fee shall increase to ~~purchase~~0.75% per annum for any ~~Portfolio Investment~~day on or after January 18, 2023 on which more than 10% of the revolving commitments are unused, in addition to certain other fees as agreed between Naomi Peak Funding and Natixis. The unused commitment fee will terminate when Naomi Peak Funding is no longer permitted to make borrowings under the Naomi Peak Funding Facility.

136

The initial maximum commitment amount of the Naomi Peak Funding Facility is $400 million, of which $250 million was funded as a term loan after the closing date and of which $150 million consists of a revolving credit commitment. Proceeds from borrowings under the ~~Financing Provider equals the cash amount paid~~Naomi Peak Funding Facility may be used to fund portfolio investments by ~~the Financing Provider subject~~Naomi Peak Funding and to ~~adjustment for, among other things, principal repayments and interest amounts earned by the Financing Provider.~~

~~As of November 16, 2020, there were three~~make advances under revolving loans ~~that the Financing Provider purchased having an aggregate cost of $60.3 million and an aggregate market value of $60.8 million. Additionally, there were five loans (including two~~or delayed draw term ~~loans) that~~loans where Naomi Peak Funding is a lender. The period during which Naomi Peak Funding may make borrowings under the ~~Financing Provider committed to having an aggregate principal amount of $80.1 million~~Naomi Peak Funding Facility expires on July 18, 2024, and ~~an aggregate cost of $76.7 million. The Company has agreed to purchase these loans subject to~~ the ~~conditions of~~Naomi Peak Funding Facility will mature and all amounts outstanding under the ~~Facility Agreement.~~

~~On November 3, 2020, the Company entered into a purchase and sale agreement (the~~ ~~“PSA”~~~~) with Sente Master Fund, L.P. and Vibrant Ambar Fund, Ltd. (together, the~~ ~~“Sellers”~~). Under the PSA, if the Company has raised at least $200 million of equity capital by April 15, 2021, then the Company or its designee must arrange one or more transactions sufficient to repay all outstanding amounts under a warehouse credit facility ~~with commitments of up to $255 million (the~~ ~~“Warehouse Facility”~~~~) of Maple Park CLO, Ltd. (~~~~“Maple Park”~~~~), an entity expected to hold primarily broadly syndicated loans with a target portfolio size of $300 million that is managed~~must be repaid by ~~an affiliate of the Company, and to redeem in full the subordinated notes (the~~ ~~“Subordinated Notes”~~) issued by Maple Park. Under the PSA, this transaction may be structured to include a purchase by the Company or its designee of the Subordinated Notes, if any, held by the unaffiliated Sellers. The purchase price to be paid to the Sellers (the ~~“Purchase Price”~~) would equal (i) the notional amount of the Subordinated Notes held by the Sellers and (ii) the Sellers’ pro rata share of interest and fee collections on the portfolio of loans held by Maple Park in excess of the outstanding advances under the Warehouse Facility. In addition, at any time prior to April 15, 2021, the Company or its designee will have the right, but not the obligation, to purchase the Subordinated Notes held by the Sellers at the Purchase Price.

As of November 16, 2020, there were five loans in Maple Park that the Company has agreed to purchase which have an aggregate cost basis of $8.5 million and an aggregate market value of $8.5 million.

July 18, 2031.

137

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The information contained in this section should be read in conjunction with “Item 1. Financial ~~Statement.~~Statements.” This discussion contains forward-looking statements, which relate to future events our future performance or financial condition and involves numerous risks and ~~uncertainties. Actual results could differ materially from~~uncertainties, including, but not limited to, those ~~implied or expressed~~set forth in ~~any forward-looking statements.~~

“Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2021 as updated by the Company's periodic filings with the Securities and Exchange Commission.

Overview and Investment Framework

We are a newly organized, externally managed, non-diversified closed-end management investment company that has elected to be treated as a BDC under the Investment Company Act of 1940, ~~Act.~~as amended (the “1940 Act”)". Formed as a Delaware statutory trust on February 11, 2020, we are externally managed by the Adviser, which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. Our Adviser is registered as investment adviser with the SEC. We ~~also intend to elect~~have elected to be treated, and intend to qualify annually, ~~thereafter,~~ as a RIC under the Code.

Under our Investment Advisory Agreement, we have agreed to pay the Adviser an annual management fee as well as an incentive fee based on our investment performance. Also, under the Administration Agreement, we have agreed to reimburse the Administrator for the 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 costs of compensation and related expenses of our chief compliance officer, chief financial officer and their respective staffs. ~~As of September 30, 2020, we have not commenced our investing activities.~~

Our investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. Under normal circumstances, we will invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in private credit investments (loans, bonds and other credit instruments that are issued in private offerings or issued by private companies). If we change our 80% test, we will provide shareholders with at least 60 days’ notice of such change. ~~Once we have invested a substantial amount of proceeds from the offering, under~~Under normal circumstances we expect that the majority of our portfolio will be in privately originated and privately negotiated investments, predominantly direct lending to U.S. ~~middle market~~private companies through (i) first lien senior secured and unitranche loans ~~(generally with total investment sizes less than $300 million, which criteria may change from time to time)~~ and (ii) second lien, unsecured, subordinated or mezzanine loans and structured credit, ~~(generally with total investment sizes less than $100 million, which criteria may change from time to time),~~ as well as broadly syndicated loans (for which we may serve as an anchor investor), club deals (generally investments made by a small group of investment firms) and other debt and equity securities (the investments described in this sentence, collectively, “Private Credit”). To a lesser extent, we will also invest in publicly traded securities of large corporate issuers (“Opportunistic Credit”). We expect that the Opportunistic Credit investments will generally be liquid, and may be used for the purposes of maintaining liquidity for our share repurchase program and cash management, while also presenting an opportunity for attractive investment returns.

Most of our investments ~~will be~~are in U.S private ~~U.S.~~ companies, but (subject to compliance with BDCs’ requirement to invest at least 70% of its assets in U.S private ~~U.S.~~ companies), we also expect to invest to some extent in European and other non-U.S. companies, but do not expect to invest in emerging markets. Subject to the limitations of the 1940 Act, we may invest in loans or other securities, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by other ~~GSO~~Blackstone Credit funds. From time to time, we may co-invest with other ~~GSO~~Blackstone Credit funds.

Key Components of Our Results of Operations

~~Revenues~~

Investments

We ~~plan~~focus primarily on loans and securities, including syndicated loans, of private U.S. companies. 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 private companies, the level of merger and acquisition activity for such companies, the general economic environment, trading prices of loans and other securities and the competitive environment for the types of investments we make.

Revenues

We generate revenue in the form of interest income on debt investments, capital gains, and dividend income from our equity investments in our portfolio companies. Our senior and subordinated debt investments are expected to bear interest at a fixed or floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, some of our investments may provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid PIK interest generally will become due at the maturity date. In addition, we may generate revenue in the

138

form of commitment and other fees in connection with transactions. Original issue discounts and market discounts or premiums will be capitalized, and we will accrete or amortize such amounts as interest income. We will record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts.

In addition, we generate revenue in the form of commitment, loan origination, structuring or diligence fees, fees for providing managerial assistance to our portfolio companies, and possibly consulting fees.

Expenses

Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. We ~~will~~ bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement; (b) our allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) our chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that performs duties for us; and (iii) any internal audit group personnel of Blackstone or any of its affiliates; and (c) all other expenses of our operations, administrations and transactions.

With respect to costs incurred in connection with our organization and offering and all other costs incurred prior to the time we break escrow for the offering, the Adviser has agreed to advance all such costs on our behalf. Unless the Adviser elects to cover such expenses pursuant to the Expense Support and Conditional Reimbursement Agreement we intend to enter into with the Adviser, we will be obligated to reimburse the Adviser for such advanced expenses upon breaking escrow for this offering. See “—Expense Support and Conditional Reimbursement Agreement.” Any reimbursements that may be made by us in the future will not exceed actual expenses incurred by the Adviser and its affiliates.

From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. We will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on our behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by our shareholders.

Expense Support and Conditional Reimbursement Agreement

We ~~intend to enter~~have entered into an Expense Support Agreement with the Adviser. For additional information see “Item 1. Consolidated Financial ~~Statement—~~Statements—Notes to Consolidated Financial ~~Statement—~~Statements—Note 3. Fees, Expenses, Agreements and Related Party ~~Transactions~~Transactions.”

Portfolio and Investment Activity

For the three months ended June 30, 2022, we acquired $12,205.7 million aggregate principal amount of investments (including $2,134.2 million of unfunded commitments), $11,545.0 million of which was first lien debt, $369.1 million of which was second lien debt, $68.9 million of which was structured finance investments and $222.7 million of which was equity (which includes a $69.2 million investment in our joint venture).

For the three months ended June 30, 2021, we acquired $7,240.6 million aggregate principal amount of investments (including $861.7 million of unfunded commitments), $6,503.1 million of which was first lien debt, $673.9 million of which was second lien debt, $12.7 million of which was unsecured debt, and $50.9 million of which was equity.

139

Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated) (dollar amounts in thousands):


	As of and for the three months ended June 30,
	2022			2021
Investments:
Total investments, beginning of period	$	37,776,621		$	5,417,954
New investments purchased	10,045,501			6,321,122
Net accretion of discount on investments	33,540			4,450
Net realized gain (loss) on investments	(17,565)			360
Investments sold or repaid	(697,070)			(496,309)
Total investments, end of period	$	47,141,027		$	11,247,577
Amount of investments funded at principal:
First lien debt investments	$	9,431,428		$	5,641,443
Second lien debt investments	350,389			673,895
Unsecured debt	—			12,695
Structured finance investments	68,875			—
Equity investments(4)	220,828			50,912
Total	$	10,071,520		$	6,378,945
Proceeds from investments sold or repaid:
First lien debt investments	$	(686,300)		$	(470,828)
Second lien debt investments	(1,770)			(4,473)
Unsecured debt	—			(21,008)
Structured finance investments	—			—
Equity investments	(9,000)			—
Total	$	(697,070)		$	(496,309)
Number of portfolio companies	587			347
Weighted average yield on debt and income producing investments, at cost(1)(2)	7.37		%	6.23		%
Weighted average yield on debt and income producing investments, at fair value(1)(2)	7.52		%	6.19		%
Average loan to value (LTV)(3)	43.1		%	42.7		%
Percentage of debt investments bearing a floating rate, at fair value	99.6		%	98.4		%
Percentage of debt investments bearing a fixed rate, at fair value	0.4		%	1.6		%

(1)Computed as (a) the annual stated interest rate or yield plus the annual accretion of discounts or less the annual amortization of premiums, as applicable, on accruing debt included in such securities, divided by (b) total debt investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.

(2)As of June 30, 2022 and 2021, the weighted average total portfolio yield at cost was 7.14% and 6.20%, respectively. The weighted average total portfolio yield at fair value was 7.28% and 6.16%, respectively.

(3)Includes all private debt investments for which fair value is determined by our Board in conjunction with a third-party valuation firm and excludes quoted assets. Average loan-to-value represents the net ratio of loan-to-value for each portfolio company, weighted based on the fair value of total applicable private debt investments. Loan-to-value is calculated as the current total net debt through each respective loan tranche divided by the estimated enterprise value of the portfolio company as of the most recent quarter end.

(4)Includes a $69.2 million and $0.0 million investment in our joint venture for the three months ended June 30, 2022 and 2021, respectively.

As of June 30, 2022, our portfolio companies had a weighted average annual EBITDA of $167 million. 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 fair market value of each respective investment. Amounts were derived from the most recently available portfolio company financial statements, have not been independently by us, and may reflect a normalized or adjusted amount. Accordingly, we make no representation or warranty in respect of this information.

140

Our investments consisted of the following (dollar amounts in thousands):


	June 30, 2022						December 31, 2021
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
First lien debt	$	42,760,066	$	42,028,355	90.92	%	$	28,076,107	$	28,143,451	91.39	%
Second lien debt	2,453,742		2,334,394		5.05		1,799,656		1,813,872		5.89
Unsecured debt	27,508		22,153		0.05		6,061		5,842		0.02
Structured finance investments	409,511		370,531		0.80		287,275		286,610		0.93
Investment in joint venture	802,579		768,479		1.66		—		—		—
Equity investments(1)	687,621		702,034		1.52		528,924		545,918		1.77
Total	$	47,141,027	$	46,225,946	100.00	%	$	30,698,023	$	30,795,693	100.00	%

(1)Includes equity investment in SLC.

As of June 30, 2022 and December 31, 2021, no loans in the portfolio were on non-accrual status.

BCRED Emerald JV

BCRED Emerald JV LP (“JV”), a Delaware limited liability company, was formed as a joint venture between the Company and a large North American pension fund (the “JV Partner”), and commenced operations on January 18, 2022 and operates under a limited liability company agreement. The JV’s principal purpose is to make investments, primarily in senior secured loans that are made to middle-market companies or in broadly syndicated loans. The Company and the JV partner each agreed to contribute up to $1,500 million and $500 million, respectively, to the JV. The Company contributed approximately $733.4 million of cash, and the JV Partner contributed net assets of approximately $244.5 million (i.e. $977.8 million in net assets contributed less $733.4 million in cash received by the JV Partner) to the JV in exchange for initial equity ownership interests of approximately 75% and approximately 25%, respectively. The Company and the JV Partner, through their joint control of the JV’s General Partner, have equal control of the JV's investment decisions and generally all other decisions in respect of the JV must be approved by the JV's investment committee or board of directors, each of which consists of an equal number of representatives of the Company and the JV Partner. Our investment in the JV is disclosed on the Company’s Consolidated Schedule of Investments as of June 30, 2022.

For additional information on our joint venture debt obligations see "Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 10. Joint Venture.

Results of Operations

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Total investment income	$	736,837	$	123,124	$	1,292,523	$	157,513
Net expenses	304,338		31,517		522,203		39,726
Net investment income before excise tax	432,499		91,607		770,320		117,787
Excise tax expense	175		—		292		—
Net investment income after excise tax	432,324		91,607		770,028		117,787
Net unrealized appreciation (depreciation)	(864,100)		50,411		(950,676)		68,531
Net realized gain (loss)	(13,931)		1,725		(11,316)		6,018
Net increase (decrease) in net assets resulting from operations	$	(445,707)	$	143,743	$	(191,964)	$	192,336

141

Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of ~~September 30, 2020,~~various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. Additionally, as we ~~had not~~ commenced operations on January 7, 2021, many of the period over period changes resulted from our deployment of capital and ~~have not made any investments.~~

~~Financial Condition, Liquidity and Capital Resources~~

~~We expect to generate cash primarily from (i) the net proceeds~~increased balance of our ~~offering~~investments. As a result, comparisons may not be meaningful.

Investment Income

Investment income, was as follows (dollar amounts in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Interest income	$	667,704	$	114,433	$	1,180,511	$	148,636
Payment-in-kind interest income	31,373		578		52,792		700
Dividend income	24,312		—		45,123		—
Fee income	13,448		8,113		14,097		8,177
Total investment income	$	736,837	$	123,124	$	1,292,523	$	157,513

Total investment income increased to $736.8 million for the three months ended June 30, 2022 from $123.1 million for the same period in the prior year primarily driven by our deployment of ~~common shares, (ii) cash flows~~capital and the increased balance of our investments. The size of our investment portfolio at fair value increased to $46,225.9 million at June 30, 2022 from $11,315.8 million at June 30, 2021. Included in investment income is dividend income which increased to $24.3 million for the three months ended June 30, 2022, from $0.0 million for the same period in the prior year primarily driven by dividend income received from our ~~operations, (iii) any financing arrangements~~JV and our investment in SLC.

Total investment income increased to $1,292.5 million for the six months ended June 30, 2022 from $157.5 million for the same period in the prior year primarily driven by our deployment of capital and the increased balance of our investments. Included in investment income is dividend income which increased to $45.1 million for the six months ended June 30, 2022, from $0.0 million for the same period in the prior year primarily driven by dividend income received from our JV and our investment in SLC.

As the impact of COVID-19 persists, it could cause operational and/or liquidity issues at our portfolio companies which could restrict their ability to make cash interest payments. Additionally, we may ~~enter into~~experience full or partial losses on our investments which may ultimately reduce our investment income in future periods. In addition, the rise in interest rates in order to control inflation may correlate to increases or decreases in our net income. Increases in interest rates may adversely affect our existing borrowers.

142

Expenses

Expenses were as follows (dollar amounts in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Interest expense	$	158,169	$	17,345	$	271,559	$	20,785
Management fees	64,941		12,620		115,568		17,000
Income based incentive fee	62,964		10,916		111,112		13,761
Capital gains incentive fee	(4,557)		6,517		(15,059)		9,319
Distribution and shareholder servicing fees
Class S	12,439		1,798		21,892		2,156
Class D	538		23		921		23
Professional fees	3,939		1,009		5,627		1,587
Board of Trustees’ fees	208		140		402		279
Administrative service expenses	1,007		324		2,193		619
Other general & administrative	3,476		1,324		5,846		2,259
Organization costs	—		—		—		1,090
Amortization of continuous offering costs	1,214		838		2,142		1,609
Excise tax expense	175		—		292		—
Total expenses	304,513		52,854		522,495		70,487
Expense support	—		—		—		(2,199)
Recoupment of expense support	—		2,199		—		2,199
Management fees waived	—		(12,620)		—		(17,000)
Incentive fees waived	—		(10,916)		—		(13,761)
Net expenses	$	304,513	$	31,517	$	522,495	$	39,726

Interest Expense

Total interest expense (including unused fees and other debt financing expenses), increased to $158.2 million for the three months ended June 30, 2022 from $17.3 million for the same period in the ~~future~~prior year primarily driven by increased borrowings under our credit facilities, unsecured notes and ~~(iv) any future offerings of~~debt securitizations. The average principal debt outstanding increased to $21,268.1 million for the three months ended June 30, 2022 from $2,814.1 million for the same period in the prior year in addition to an increase in our ~~equity or debt securities.~~

~~Our primary uses of cash will be~~weighted average interest rate to 2.86% for ~~(i) investments~~the three months ended June 30, 2022 from 2.21% for the same period in ~~portfolio companies~~the prior year.

Total interest expense (including unused fees and other ~~investments, (ii)~~debt financing expenses), increased to $271.6 million for the ~~cost of operations (including paying~~six months ended June 30, 2022 from $20.8 million for the same period in the prior year primarily driven by increased borrowings under our credit facilities, unsecured notes and debt securitizations. The average principal debt outstanding increased to $19,693.5 million for the six months ended June 30, 2022 from $1,777.0 million for the same period in the prior year in addition to an increase in our weighted average interest rate to 2.67% for the six months ended June 30, 2022 from 2.16% for the same period in the prior year.

Management Fees

Management fees increased to $64.9 million for the three months ended June 30, 2022 from $12.6 million for the same period in the prior year primarily due to an increase in gross assets. Management fees increased to $115.6 million for the six months ended June 30, 2022 from $17.0 million for the same period in the prior year primarily due to an increase in gross assets. Our total gross assets increased to $49,123.1 million at June 30, 2022 from $12,146.2 million at June 30, 2021. For the three and six months ended June 30, 2021, the Adviser fully waived management fees, which resulted in a waiver of $12.6 million and $17.0 million, respectively.

143

Income Based Incentive Fees

Income based incentive fees increased to $63.0 million for the ~~Administrator), (iii) cost~~three months ended June 30, 2022 from $10.9 million for the same period in the prior year primarily due to our deployment of capital. Income based incentive fees increased to $111.1 million for the six months ended June 30, 2022 from $13.8 million for the same period in the prior year primarily due to our deployment of capital. For the three and six months ended June 30, 2021, the Adviser fully waived incentive fees, which resulted in a waiver of $10.9 million and $13.8 million, respectively.

Capital Gains Incentive Fees

We accrued capital gains incentive fees for the three and six months ended June 30, 2022 of $(4.6) million and $(15.1) million, respectively, compared to $6.5 million and $9.3 million for the same periods in the prior year, primarily due to net realized and unrealized losses in the current year contrasted to net realized and unrealized gains during the three and six months ended June 30, 2021. The accrual for any ~~borrowings~~capital gains incentive fee under U.S. GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less in the prior period. If such cumulative amount is negative, then there is no accrual.

Other Expenses

Organization costs and offering costs include expenses incurred in our initial formation and our continuous offering. Professional fees include legal, rating agencies, audit, tax, valuation, technology and other ~~financing arrangements and (iv) cash distributions~~professional fees incurred related to the ~~holders~~management of ~~our shares.~~

~~The Adviser has agreed to advance all of the Company’s organization and offering~~us. Administrative service expenses on its behalf through the date on which the Company has received purchase orders for at least $100.0 million, excluding shares purchased by the Adviser, its affiliates and trustees and officers, in any combination of purchases of Class S shares, Class D shares and Class I shares, and the Company’s Board has authorized the release of funds in the escrow account. Unless the Adviser elects to cover such expenses pursuantrepresent expense reimbursements paid to the ~~Expense Support Agreement, the Company will be obligated to reimburse the Adviser~~Administrator for ~~such advanced expenses upon breaking escrow. Any reimbursements will not exceed actual~~our allocable portion of overhead and other expenses incurred by the ~~Adviser~~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 ~~its affiliates.~~

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.

Total other expenses increased to $23.0 million for the three months ended June 30, 2022 from $5.5 million for the same period in the prior year primarily driven by an increase of distribution and shareholder servicing fees, professional fees, administrative service expenses and other general & administrative expenses due to servicing a growing portfolio.

Total other expenses increased to $39.3 million for the six months ended June 30, 2022 from $9.6 million for the same period in the prior year primarily driven by an increase of distribution and shareholder servicing fees, professional fees, administrative service expenses and other general & administrative expenses due to servicing a growing portfolio.

Income Taxes, Including Excise Taxes

We ~~intend to elect~~elected to be treated as a RIC under Subchapter M of the Code, and we ~~intend to~~ operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our shareholders in each taxable year generally at least 90% of the sum of our investment company taxable income, as defined by the Code (without regard to the deduction for dividends paid), and net tax-exempt income for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our shareholders, which generally relieve us from corporate-level U.S. federal income taxes.

Depending on the level of taxable income earned in a tax year, we may carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we will accrue excise tax on estimated excess taxable income.

~~Equity~~

~~On August 18, 2020, an affiliate~~

For the three months ended June 30, 2022 and 2021, we incurred $0.2 million and $0.0 million, respectively in U.S. federal excise tax. For the six months ended June 30, 2022 and 2021, we incurred $0.3 million and $0.0 million, respectively in U.S. federal excise tax.

144

Net Unrealized Gain (Loss)

Net unrealized gain (loss) was comprised of the ~~Adviser purchased 60 shares~~following (dollar amounts in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net unrealized gain (loss) on investments	$	(875,893)	$	52,321	$	(949,007)	$	68,531
Net unrealized gain (loss) on foreign currency forward contracts	11,793		—		(1,669)		—
Net unrealized gain (loss) on forward purchase obligation	—		(1,910)		—		—
Net unrealized gain (loss)	$	(864,100)	$	50,411	$	(950,676)	$	68,531

For the three months ended June 30, 2022, the net unrealized loss was primarily driven by a decrease in the fair value of our ~~Class I~~debt investments during the period. The fair value of our debt investments as a percentage of principal decreased by 1.7% during the period due to volatility in the quarter driven by inflationary concerns and the Russia/Ukraine conflict. For the three months ended June 30, 2021, the fair value of our debt investments increased due to continued spread tightening in the credit markets driven primarily by a strong recovery in economic activity in the period.

For the six months ended June 30, 2022, the net unrealized loss was primarily driven by a decrease in the fair value of our debt investments during the period. The fair value of our debt investments as a percentage of principal decreased by 1.9% during the period due to volatility in the quarter driven by inflationary concerns and the Russia/Ukraine conflict. For the six months ended June 30, 2021, the fair value of our debt investments increased due to continued spread tightening in the credit markets driven primarily by a strong recovery in economic activity in the period.

Net Realized Gain (Loss)

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net realized gain (loss) on investments	$	(17,565)	$	360	$	(15,903)	$	777
Net realized gain (loss) on forward purchase obligation	—		2,248		—		3,709
Net realized gain (loss) on derivative	—		—		—		2,334
Net realized gain (loss) on translation of assets and liabilities in foreign currencies	3,634		(883)		4,587		(802)
Net realized gain (loss)	$	(13,931)	$	1,725	$	(11,316)	$	6,018

For the three and six months ended June 30, 2022, we generated realized gains of $1.8 million and $3.6 million, respectively, partially offset by realized losses of $19.8 million and $20.0 million, respectively, primarily from full or partial sales of our debt investments.

For the three and six months ended June 30, 2021, we generated realized gains on investments of $1.7 million and $6.0 million, respectively, which was primarily comprised of the net realized gain on forward purchase obligation and, for the six months ended June 30, 2021, the net realized gain on derivative recorded upon the settlement of the purchase of the Syndicated Warehouse.

If the COVID-19 pandemic continues, it may cause us to experience full or partial losses on our investments upon the exit or restructuring of our investments. In addition, the rise in interest rates in order to control inflation may correlate to increases in our net income. Increases in interest rates may adversely affect our existing borrowers.

Interest Rate Swaps

We use interest rate swaps to mitigate interest rate risk associated with the Company's fixed rate liabilities. We have designated certain interest rate swaps to be in a hedge accounting relationship. See “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 2. Significant Accounting Policies” for additional disclosure regarding our accounting for derivative instruments designated in a hedge accounting relationship. See our schedule of investments for

145

additional disclosure regarding these derivative instruments. See “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 6. Borrowings” for additional disclosure regarding the carrying value of our debt.

Financial Condition, Liquidity and Capital Resources

We generate cash primarily from the net proceeds of our continuous offering of common shares, proceeds from net borrowings on our credit facilities and income earned on our debt investments. The primary uses of our cash and cash equivalents are for (i) originating and purchasing 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, (iv) funding repurchases under our Share Repurchase Program and (v) cash distributions to the holders of our shares.

As of June 30, 2022 and December 31, 2021, we had thirteen and twelve asset based leverage facilities, one and one revolving credit facility, twelve and seven unsecured note issuances, five and three debt securitizations and short term borrowings related to repurchase obligations outstanding, respectively. 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 additional debt securities, including debt securitizations, unsecured debt, interest rate swaps and other forms of debt. Any such incurrence or issuance may be from sources within the U.S. or from various foreign geographies or jurisdictions, and may be denominated in currencies other than the U.S. Dollar. Additionally, any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As of June 30, 2022 and December 31, 2021, we had an aggregate amount of $25,648.2 million and $18,301.5 million, respectively, of debt securities outstanding and our asset coverage ratio was 182.0% and 170.2%.

Cash and cash equivalents as of June 30, 2022, taken together with our $6,924.2 million of available capacity under our credit facilities (subject to borrowing base availability), proceeds from new or amended financing arrangements and the continuous offering of our common shares is expected to be sufficient for our investing activities and to conduct our operations in the near term. This determination is based in part on our expectations for the timing of funding investment purchases and the timing and amount of future proceeds from sales of our common shares and the use of existing and future financing arrangements. As of June 30, 2022, we had significant amounts payable and commitments for new investments, which we planned to fund using proceeds from offering our common shares and available borrowing capacity under our credit facilities. Additionally, we held $10,454.6 million of Level 2 debt investments as of June 30, 2022, which could provide additional liquidity if necessary.

Although we were able to close on a new revolving credit facility, issue several new unsecured notes and issue a debt securitization during the three months ended June 30, 2022, another disruption in the financial markets caused by the COVID-19 outbreak, geopolitical uncertainties or any other negative economic development could restrict our access to financing in the future. We may not be able to find new financing for future investments or liquidity needs and, even if we are able to obtain such financing, such financing may not be on as favorable terms as we could have obtained prior to the outbreak of the pandemic. These factors may limit our ability to make new investments and adversely impact our results of operations.

As of June 30, 2022, we had $1,644.4 million in cash and cash equivalents. During the six months ended June 30, 2022, cash used in operating activities was $14,870.1 million, primarily as a result of funding portfolio investments of $17,826.0 million, partially offset by proceeds from sale of investments of $1,486.3 million and an increase in payables for investments purchases of$951.9 million. Cash provided by financing activities was $15,896.5 million during the period, primarily as a result of new share issuances related $9,056.4 million of subscriptions and net borrowings of $7,323.6 million.

As of June 30, 2021, we had $495.6 million in cash and cash equivalents. During the six months ended June 30, 2021, cash used in operating activities was $8,639.8 million, primarily as a result of funding portfolio investments of $10,637.6 million, the acquisition of Twin Peaks for $697.4 million (net of cash assumed), partially offset by proceeds from sale of investments of $723.4 million and an increase in payables for investments purchases of $2,169.4 million. Cash provided by financing activities was $9,135.3 million during the period, primarily as a result of new share issuances related $4,843.4 million of subscriptions and net borrowings of $4,358.7 million.

146

Equity

The following table summarizes issuances and repurchases of our common shares of beneficial interest during the three months ended June 30, 2022 (dollars in thousands except share amounts):


	June 30, 2022
	Shares	Amount
CLASS I
Subscriptions	96,008,795	$	2,465,578
Share transfers between classes	983,225	25,240
Distributions reinvested	4,570,700	117,013
Share repurchases	(10,388,019)	(257,623)
Early repurchase deduction	—	2,283
Net increase (decrease)	91,174,701	$	2,352,491
CLASS S
Subscriptions	50,998,279	$	1,309,690
Share transfers between classes	(147,265)	(3,754)
Distributions reinvested	1,735,474	44,483
Share repurchases	(998,387)	(25,241)
Early repurchase deduction	—	99
Net increase (decrease)	51,588,101	$	1,325,277
CLASS D
Subscriptions	10,235,885	$	262,493
Share transfers between classes	(835,960)	(21,486)
Distributions reinvested	305,881	7,831
Share repurchases	(82,582)	(2,046)
Early repurchase deduction	—	23
Net increase (decrease)	9,623,224	$	246,815
Total net increase (decrease)	152,386,026	$	3,924,583

The following table summarizes issuances and repurchases of our common shares of beneficial interest during the six months ended June 30, 2022 (dollars in thousands except share amounts):

147


	June 30, 2022
	Shares	Amount
CLASS I
Subscriptions	221,712,300	$	5,719,346
Share transfers between classes	1,533,335	39,479
Distributions reinvested	8,503,028	218,785
Share repurchases	(11,878,376)	(296,104)
Early repurchase deduction	—	2,644
Net increase (decrease)	219,870,287	$	5,684,150
CLASS S
Subscriptions	108,794,581	$	2,805,719
Share transfers between classes	(176,884)	(4,520)
Distributions reinvested	3,153,054	81,177
Share repurchases	(1,665,431)	(41,963)
Early repurchase deduction	—	405
Net increase (decrease)	110,105,320	$	2,840,818
CLASS D
Subscriptions	20,725,977	$	534,032
Share transfers between classes	(1,356,451)	(34,959)
Distributions reinvested	517,379	13,305
Share repurchases	(91,424)	(2,276)
Early repurchase deduction	—	67
Net increase (decrease)	19,795,481	$	510,169
Total net increase (decrease)	349,771,088	$	9,035,137

148

The following table summarizes transactions in common shares of beneficial interest during the three months ended June 30, 2021 (dollars in thousands except share amounts):


	Shares	Amount
CLASS I
Subscriptions	72,765,283	$	1,863,782
Share transfers between classes	106,389	2,745
Distributions reinvested	768,399	19,715
Share repurchases	(48,738)	(1,258)
Early repurchase deduction	—	19
Net increase (decrease)	73,591,333	$	1,885,003
CLASS S
Subscriptions	31,758,213	$	813,582
Distributions reinvested	185,595	4,766
Share repurchases	—	—
Early repurchase deduction	—	6
Net increase (decrease)	31,943,808	$	818,354
CLASS D
Subscriptions	3,125,266	$	80,347
Share transfers between classes	(106,389)	(2,745)
Distributions reinvested	2,411	62
Share repurchases	—	—
Early repurchase deduction	—	—
Net increase (decrease)	3,021,288	$	77,664
Total net increase (decrease)	108,556,429	$	2,781,021

The following table summarizes transactions in common shares of beneficial interest during the six months ended June 30, 2021 (dollars in thousands except share amounts):

149


	Shares	Amount
CLASS I
Subscriptions	144,470,591	$	3,669,228
Share transfers between classes	106,389	2,745
Distributions reinvested	959,838	24,563
Share repurchases	(48,738)	(1,258)
Early repurchase deduction	—	19
Net increase (decrease)	145,488,080	$	3,695,297
CLASS S
Subscriptions	42,866,403	$	1,093,871
Distributions reinvested	208,295	5,341
Share repurchases	—	—
Early repurchase deduction fees	—	6
Net increase (decrease)	43,074,698	$	1,099,218
CLASS D
Subscriptions	3,125,266	$	80,347
Transfers	(106,389)	(2,745)
Distributions reinvested	2,411	62
Share repurchases	—	—
Early repurchase deduction fees	—	—
Net increase (decrease)	3,021,288	$	77,664
Total net increase (decrease)	191,584,066	$	4,872,179

Distributions and Dividend Reinvestment

The following table summarizes our distributions declared and payable for the six months ended June 30, 2022 (dollar amounts in thousands, except share amounts):


			Class I
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
January 26, 2022	January 31, 2022	February 24, 2022	$	0.1740	$	66,686
February 23, 2022	February 28, 2022	March 25, 2022	0.1740		75,042
March 23, 2022	March 31, 2022	April 28, 2022	0.1740		82,959
April 23, 2022	April 30, 2022	May 27, 2022	0.1740		89,838
May 23, 2022	May 31, 2022	June 29, 2022	0.1740		96,450
June 23, 2022	June 30, 2022	July 27, 2022	0.1740		100,372
			$	1.0440	$	511,347


			Class S
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
January 26, 2022	January 31, 2022	February 24, 2022	$	0.1556	$	23,816
February 23, 2022	February 28, 2022	March 25, 2022	0.1556		26,598
March 23, 2022	March 31, 2022	April 28, 2022	0.1557		29,834
April 23, 2022	April 30, 2022	May 27, 2022	0.1557		32,985
May 23, 2022	May 31, 2022	June 29, 2022	0.1558		35,893
June 23, 2022	June 30, 2022	July 27, 2022	0.1561		38,018
			$	0.9345	$	187,144

150


			Class D
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
January 26, 2022	January 31, 2022	February 24, 2022	$	0.1686	$	3,469
February 23, 2022	February 28, 2022	March 25, 2022	0.1686		3,961
March 23, 2022	March 31, 2022	April 28, 2022	0.1686		4,551
April 23, 2022	April 30, 2022	May 27, 2022	0.1686		5,126
May 23, 2022	May 31, 2022	June 29, 2022	0.1686		5,699
June 23, 2022	June 30, 2022	July 27, 2022	0.1687		6,190
			$	1.0117	$	28,996

The following table presents distributions that were declared during the six months ended June 30, 2021:


			Class I
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
January 29, 2021	January 31, 2021	February 24, 2021	$	0.1151	$	3,431
February 24, 2021	February 28, 2021	March 29, 2021	0.1427		7,206
March 30, 2021	March 31, 2021	April 28, 2021	0.1458		10,483
April 23, 2021	April 30, 2021	May 26, 2021	0.1510		15,074
May 25, 2021	May 31, 2021	June 28, 2021	0.1563		19,336
June 29, 2021	June 30, 2021	July 28, 2021	0.1667		24,261
June 29, 2021	June 30, 2021	July 28, 2021	0.1233		17,944		(1)
			$	1.0009	$	97,735


			Class S
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
January 29, 2021	January 31, 2021	February 24, 2021	$	0.1008	$	277
February 24, 2021	February 28, 2021	March 29, 2021	0.1250		827
March 30, 2021	March 31, 2021	April 28, 2021	0.1281		1,426
April 23, 2021	April 30, 2021	May 26, 2021	0.1329		2,994
May 25, 2021	May 31, 2021	June 28, 2021	0.1382		4,607
June 29, 2021	June 30, 2021	July 28, 2021	0.1484		6,391
June 29, 2021	June 30, 2021	July 28, 2021	0.1233		5,311		(1)
			$	0.8967	$	21,833


			Class D
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
May 25, 2021	May 31, 2021	June 28, 2021	0.1510		205
June 29, 2021	June 30, 2021	July 28, 2021	0.1613		487
June 29, 2021	June 30, 2021	July 28, 2021	0.1233		373		(1)
			$	0.4356	$	1,065

(1)Represents a special distribution.

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.

151

Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following tables reflect the sources of cash distributions on a U.S. GAAP basis that we declared on our shares of common stock during the six months ended June 30, 2022:


	Class I				Class S				Class D
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	1.0440	$	511,347	$	0.9345	$	187,144	$	1.0117	$	28,996
Net realized gains	—		—		—		—		—		—
Total	$	1.0440	$	511,347	$	0.9345	$	187,144	$	1.0117	$	28,996

The following tables reflect the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the six months ended June 30, 2021:


	Class I				Class S				Class D
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	0.9871	$	95,729	$	0.8829	$	21,239	$	0.4218	$	1,023
Net realized gains	0.0138		2,006		0.0138		594		0.0138		42
Total	$	1.0009	$	97,735	$	0.8967	$	21,833	$	0.4356	$	1,065

Share Repurchase Program

At the discretion of the Board, the Company has commenced a share repurchase program in which the Company may repurchase, in each quarter, up to 5% of the NAV of the Company’s common shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. The Board may amend or suspend the share repurchase program at ~~$25.00 per share.~~

~~Contractual Obligations~~

~~We intend~~any time if in its reasonable judgment it deems such action to ~~enter into~~be in the ~~Advisory Agreement~~best interest of shareholders, such as when a repurchase offer would place an undue burden on the Company’s liquidity, adversely affect the Company’s operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. As a result, share repurchases may not be available each quarter. The Company intends to conduct such repurchase offers in accordance with the ~~Adviser to provide us with investment advisory services~~requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the ~~Administration Agreement with~~1940 Act. All shares purchased pursuant to the ~~Administrator~~terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the share repurchase plan, to ~~provide us with administrative services. We intend~~the extent the Company offers to ~~enter into~~repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders across all shares.

During the three months ended June 30, 2022, approximately 11,488,315 shares were repurchased (total value of $284.9 million based on June 30, 2021 NAV of $24.80). During the six months ended June 30, 2022, approximately 13,635,231 shares were repurchased (total value of $340.3 million based on June 30, 2022 NAV of $24.80).

During the three and ~~Expense Support Agreement with~~six months ended June 30, 2021, approximately 48,738 shares were repurchased (total value of $1.3 million based on June 30, 2021 NAV of $25.81).

152

The following table further summarizes the ~~Adviser~~share repurchases completed during the six months ended June 30, 2022:


Repurchase deadline request	Percentage of Outstanding Shares the Company Offered to Repurchase(1)		Price Paid Per Share		Repurchase Pricing Date	Amount Repurchased (all classes)(3)		Number of Shares Repurchased (all classes)	Percentage of Outstanding Shares Repurchased (1)		Maximum number of shares that may yet be purchased under the repurchase plan(2)
February 28, 2022	5.00	%	$	25.82	March 31, 2022	$	54,464	2,146,916	0.43	%	—
May 31, 2022	5.00	%	$	24.80	June 30, 2022	$	282,505	11,488,315	1.65	%	—

(1)Percentage is based on total shares as of the close of the previous calendar quarter.

(2)All repurchase requests were satisfied in full.

(3)Amounts shown net of Early Repurchase Deduction

The following table further summarizes the share repurchases completed during the six months ended June 30, 2021:


Repurchase deadline request	Percentage of Outstanding Shares the Company Offered to Repurchase		Repurchase Pricing Date	Amount Repurchased (all classes)		Number of Shares Repurchased (all classes)	Percentage of Outstanding Shares Repurchased (1)
May 28, 2021	5.00	%	June 30, 2021	$	1,258	48,738	0.06	%

(1)Percentage is based on total shares as of the close of the previous calendar quarter. All repurchases requests were satisfied in full.

153

Borrowings

Our outstanding debt obligations were as follows (dollar amounts in thousands):


	June 30, 2022
	Aggregate Principal Committed		Outstanding Principal		Carrying Value		Unused Portion (1)		Amount Available (2)
Bard Peak Funding Facility	$	1,650,000	$	1,547,400	$	1,547,400	$	102,600	$	102,600
Castle Peak Funding Facility (3)	1,600,000		1,356,455		1,356,455		243,545		243,521
Maroon Peak Funding Facility	800,000		800,000		800,000		—		—
Summit Peak Funding Facility (4)	2,300,000		1,808,793		1,808,793		491,207		33,223
Denali Peak Funding Facility	750,000		749,800		749,800		200		200
Bushnell Peak Funding Facility	600,000		593,800		593,800		6,200		6,200
Granite Peak Funding Facility	750,000		301,400		301,400		448,600		181,574
Middle Peak Funding Facility	800,000		713,950		713,950		86,050		86,050
Bison Peak Funding Facility	1,500,000		1,349,400		1,349,400		150,600		150,600
Blanca Peak Funding Facility	1,000,000		1,000,000		1,000,000		—		—
Windom Peak Funding Facility(5)	2,000,000		1,816,641		1,816,641		183,359		181,931
Monarch Peak Funding Facility	2,000,000		973,400		973,400		1,026,600		48,490
Borah Peak Funding Facility	400,000		349,000		349,000		51,000		51,000
2022-1 BSL WH	400,000		91,000		91,000		309,000		309,000
Revolving Credit Facility (6)	5,150,000		1,324,731		1,324,731		3,825,269		3,825,269
June 2024 Notes (7)(10)	435,000		435,000		421,027		—		—
June 2026 Notes (7)	400,000		400,000		397,279		—		—
September 2024 Notes (7)(10)	365,000		365,000		352,254		—		—
December 2026 Notes (7)(10)	1,250,000		1,250,000		1,204,396		—		—
November 2026 Eurobonds (7)(8)	580,475		580,475		517,533		—		—
November 2024 Notes (7)(10)	500,000		500,000		482,076		—		—
March 2027 Notes (7)	1,000,000		1,000,000		988,040		—		—
January 2025 Notes (7)(10)	500,000		500,000		480,646		—		—
January 2029 Notes (7)	650,000		650,000		638,361		—		—
March 2025 Notes (7)	900,000		900,000		876,324		—		—
May 2027 Notes (7)	625,000		625,000		621,436		—		—
April 2026 UK Bonds (7)(8)	326,925		326,925		296,439		—		—
2021-1 BSL Debt (9)	663,000		663,000		661,953		—		—
2022-1 BSL Debt (9)	420,000		420,000		418,670		—		—
2021-2 Debt (9)	505,800		505,800		504,189		—		—
MML 2021-1 Debt (9)	690,000		690,000		685,860		—		—
MML 2022-1 Debt (9)	759,000		759,000		753,652		—		—
Short-Term Borrowings	302,182		302,182		302,182		—		—
Total	$	32,572,382	$	25,648,152	$	25,378,087	$	6,924,230	$	5,219,658

154


	December 31, 2021
	Aggregate Principal Committed		Outstanding Principal		Carrying Value		Unused Portion (1)		Amount Available (2)
Bard Peak Funding Facility	$	1,650,000	$	879,000	$	879,000	$	771,000	$	—
Castle Peak Funding Facility (3)	1,600,000		1,171,809		1,171,809		428,191		131,041
Maroon Peak Funding Facility	700,000		483,952		483,952		216,048		216,048
Summit Peak Funding Facility (4)	2,000,000		1,643,154		1,643,154		356,846		86,767
Denali Peak Funding Facility	675,000		668,400		668,400		6,600		6,600
Bushnell Peak Funding Facility	600,000		395,500		395,500		204,500		98,376
Granite Peak Funding Facility	250,000		248,000		248,000		2,000		2,000
Middle Peak Funding Facility	800,000		799,550		799,550		450		68
Bison Peak Funding Facility	1,500,000		1,320,800		1,320,800		179,200		69,364
Blanca Peak Funding Facility	1,000,000		892,800		892,800		107,200		107,200
Windom Peak Funding Facility(5)	1,000,000		989,759		989,759		10,241		6,471
Monarch Peak Funding Facility	1,000,000		567,400		567,400		432,600		68,250
Revolving Credit Facility (6)	3,250,000		1,144,422		1,144,422		2,105,578		2,105,578
June 2024 Notes (7)	435,000		435,000		431,854		—		—
June 2026 Notes (7)	400,000		400,000		396,952		—		—
September 2024 Notes (7)	365,000		365,000		361,805		—		—
December 2026 Notes (7)	1,250,000		1,250,000		1,227,844		—		—
November 2026 Eurobonds (7)(8)	569,958		569,958		563,695		—		—
November 2024 Notes (7)	500,000		500,000		496,054		—		—
March 2027 Notes (7)	1,000,000		1,000,000		987,298		—		—
2021-1 BSL Debt (9)	663,000		663,000		661,910		—		—
2021-2 Debt (9)	505,800		505,800		504,124		—		—
MML 2021-1 Debt (9)	690,000		690,000		685,696		—		—
Short-Term Borrowings	718,156		718,156		718,156		—		—
Total	$	23,121,914	$	18,301,460	$	18,239,934	$	4,820,454	$	2,897,763

(1)The unused portion is the amount upon which commitment fees, if any, are based.

(2)The amount available reflects any limitations related to ~~provide us with support with respect~~each respective credit facility’s borrowing base.

(7)The carrying value of the Company's June 2024 Notes, June 2026 Notes, September 2024 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes, March 2027 Notes, January 2025 Notes, January 2029 Notes, March 2025 Notes, May 2027 Notes and April 2026 UK Bonds are presented net of unamortized debt issuance costs of $2.6 million, $2.7 million, $2.6 million, $20.8 million, $6.5 million, $3.5 million, $12.0 million, $4.3 million, $11.6 million, $8.0 million, $2.7 million and $3.3 million, respectively, as of June 30, 2022. The carrying value of the Company's June 2024 Notes, September 2024 Notes, June 2026 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes and March 2027 Notes are presented net of unamortized debt issuance costs of $3.1 million, $3.2 million, $3.0 million, $22.2 million, $6.3 million, $3.9 million and $12.7 million, respectively, as of December 31, 2021.

(8)The November 2026 Eurobonds are denominated in Euros and were converted from local currency (EUR) to ~~certain expenses~~U.S. Dollars at the time of the transaction. The April 2026 UK Bonds are denominated in British Pounds and ~~subject~~were converted from local currency (GBP) to ~~reimbursement. Payments for investment advisory services under~~U.S. Dollars at the ~~Advisory Agreements, reimbursements under~~time of the ~~Administration Agreement~~transaction.

(9)The carrying value of the Company’s 2021-1 BSL Debt, 2022-1 BSL Debt, 2021-2 Debt, MML 2021-1 Debt and ~~support~~MML 2022-1 Debt is presented net of unamortized debt issuance costs of $1.1 million, $1.3 million, $1.6 million, $4.1 million and ~~reimbursements under~~ $5.3 million as of June 30, 2022. The carrying value of

155

the ~~Expense Support Agreement are described~~Company’s 2021-1 BSL Debt, 2021-2 Debt and MML 2021-1 Debt is presented net of unamortized debt issuance costs of $1.1 million, $1.7 million and $4.3 million as of December 31, 2021.

(10)Inclusive of change in “fair market value of effective hedge.

For additional information on our debt obligations see "Item 1. Consolidated Financial ~~Statement—~~Statements—Notes to Consolidated Financial ~~Statement—~~Statements—Note ~~3. Agreements~~6. Borrowings.”

Off-Balance Sheet Arrangements

Portfolio Company Commitments

Our investment portfolio contains and ~~Related Party Transactions.~~”

~~We intend~~is expected to ~~establish one~~continue to contain debt investments which are in the form of lines of credit or more credit facilities or enter into other financing arrangements to facilitate investments and the timely payment of our expenses. It is anticipated that any such credit facilities will bear interest at floating rates at ~~to-be-determined~~ spreads over LIBOR or an alternative reference rate. We cannot assure shareholders that we will be able to enter into a credit facility on favorable terms or at all. In connection with a credit facility or other borrowings, lenders maydelayed draw commitments, which require us to ~~pledge assets, commitments and/or drawdowns (and the ability to enforce the payment thereof)~~provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of June 30, 2022 and ~~may ask to comply~~December 31, 2021, we had unfunded delayed draw term loans and revolvers with ~~positive or negative covenants that could have~~ an ~~effect on our operations.~~

~~Off-Balance~~ ~~Sheet Arrangements~~

~~The Adviser has agreed to bear all expenses incurred prior to us breaking escrow for the offering, including our organization~~aggregate principal amount of $6,873.6 million and offering expenses, through the date on which we break escrow for the initial offering of its common shares. We will be obligated to reimburse the Adviser for such advanced expenses upon breaking escrow for the offering. The total organization and offering costs incurred through September 30, 2020 were $2.1 million.

$4,870.5 million, respectively.

From time to time, we may become a party to certain legal proceedings incidental to the normal course of its business. At ~~September~~June 30, ~~2020,~~2022, management is not aware of any pending or threatened litigation.

Twin Peaks Acquisition

Pursuant to a Securities Purchase Agreement, dated March 5, 2021 (the “Purchase Agreement”), by and among us, Twin Peaks Parent LLC, a Delaware limited liability company not affiliated with the Company (the “Seller”), BCRED Twin Peaks LLC (“Twin Peaks”), Teacher Retirement System of Texas, an investor in Seller, and the Adviser, we acquired Twin Peaks which includes a portfolio of assets from Seller consisting of loans to 41 borrowers (including delayed draw term loans), five equity investments, cash and other assets (collectively, the “Assets”) for an aggregate purchase price of $721.0 million. For additional information see “Item 1. Financial Statements—Notes to Financial Statements—Note 11. Twin Peaks Acquisition.”

Related-Party Transactions

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

•the Investment Advisory Agreement;

•the Administration ~~Agreement~~

Agreement;

•Intermediary Manager Agreement; ~~and~~

•Expense Support and Conditional Reimbursement ~~Agreement.~~

Agreement; and

•Twin Peaks Acquisition

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

~~Recent Developments~~

~~On October 21, 2020, an affiliate of the Adviser purchased 2,000 shares of our Class I shares of beneficial interest at $25.00 per share.~~

~~On October 5, 2020, we entered into the following agreements and plans:~~

~~Investment Advisory Agreement~~

~~Administration Agreement~~

~~Sub-Administration~~ ~~Agreement~~

~~Intermediary Manager Agreement~~

~~Expense Support and Conditional Reimbursement Agreement~~

~~Distribution and Servicing Plan~~

~~Escrow Agreement~~

We entered into two Warehousing Transactions whereby we agreed, subject to certain conditions, to purchase certain assets from parties unaffiliated with the Adviser. For additional information on our Warehousing Transactions see “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note ~~7. Subsequent Events.~~3. Agreements and Related Party Transactions.”

~~Effective November 5, 2020, the Board appointed James F. Clark~~

156

Performance


	Inception Date	YTD Return (1)
Class I	January 7, 2021	(0.38)	%
Class S (no upfront placement fee)	January 7, 2021	(0.81)	%
Class S (with upfront placement fee)	January 7, 2021	(4.28)	%
Class D (no upfront placement fee)	May 1, 2021	(0.51)	%
Class D (with upfront placement fee)	May 1, 2021	(1.98)	%

(1)YTD return is through June 30, 2022 and assumes distributions are reinvested pursuant to the ~~Board and as a member of the Board’s Audit Committee and Nominating and Governance Committee. Mr. Clark’s appointment brings the total number of trustees on the Board to six, four of whom~~Company’s dividend reinvestment plan. Amounts are not ~~“interested persons” of~~annualized.

Recent Developments

Covid-19

As the ~~Company as defined~~novel coronavirus, or COVID-19, pandemic has evolved from its emergence in ~~Section 2(a)(19) of the Investment Company Act of 1940, as amended.~~

~~There is an ongoing~~early 2020, so has its global ~~outbreak of~~ ~~COVID-19,~~ ~~which has spread to over 200 countries and territories, including the United States, and has spread to every state in the United States. The World Health Organization has designated~~ ~~COVID-19~~ ~~as a pandemic, and numerous countries, including the United States, have declared national emergencies with respect to~~ ~~COVID-19.~~ ~~The global impact of the outbreak has been rapidly evolving, and as cases of~~ ~~COVID-19~~ ~~have continued to be identified in additional countries, many~~impact. Many countries have ~~reacted by instituting~~at times re-instituted, or strongly encouraged, varying levels of quarantines and restrictions on travel ~~closing financial markets and/or restricting trading,~~ and ~~limiting~~in some cases have at times limited operations of ~~non-essential~~ ~~businesses. Such actions are creating disruption in~~certain businesses and taken other restrictive measures designed to help slow the spread of COVID-19 and its variants. Governments and businesses have also instituted vaccine mandates and testing requirements for employees. While vaccine availability and uptake has increased, the longer-term macro-economic effects on global supply chains, inflation, labor shortages and ~~adversely impacting many industries. The outbreak has had a continued adverse impact on economic and market conditions and has triggered a period of global economic slowdown.~~

~~The outbreak of~~ ~~COVID-19~~ ~~may have a material adverse impact on our financial condition, liquidity, results of operations and NAV, among other factors. We expect that these impacts will~~wage increases continue to ~~some extent~~impact many industries, including the collateral underlying certain of our loans. Moreover, with the potential for new strains of COVID-19 or outbreaks of other infectious diseases, governments and businesses may re-impose aggressive measures to help slow the spread of infectious diseases in the future. For this reason, among others, as the ~~outbreak persists~~COVID-19 pandemic continues, the potential global impacts are uncertain and ~~potentially even longer.~~ difficult to assess.

Macroeconomic Environment

The ~~rapid development~~U.S. Federal Reserve’s recent actions to increase interest rates in order to control inflation have created further uncertainty for the economy and ~~fluidity~~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. It is difficult to predict the full impact of ~~this situation precludes~~recent changes and any ~~prediction~~future changes in interest rates or inflation.

Reference Rate Reform

LIBOR and certain other floating rate benchmark indices to which our floating rate loans and other loan agreements are tied, including, without limitation, the Euro Interbank Offered Rate, or EURIBOR, the Stockholm Interbank Offered Rate, or STIBOR, the Australian Bank Bill Swap Reference Rate, or BBSY, the Canadian Dollar Offered Rate, or CDOR, the Swiss Average Rate Overnight, or SARON, and the Copenhagen Interbank Offering Rate, or CIBOR, or collectively, IBORs, are the subject of recent national, international and regulatory guidance and proposals for reform. As of December 31, 2021, the ICE Benchmark Association, or IBA, ceased publication of all non-USD LIBOR and the one-week and two-month USD LIBOR and, as and previously announced, intends to cease publication of remaining U.S. dollar LIBOR settings immediately after June 30, 2023. Further, on March 15, 2022, the Consolidated Appropriations Act of 2022, which includes the Adjustable Interest Rate (LIBOR) Act, was signed into law in the U.S. This legislation establishes a uniform benchmark replacement process for financial contracts maturing after June 30, 2023 that do not contain clearly defined or practicable fallback provisions. The legislation also creates a safe harbor that shields lenders from litigation if they choose to utilize a replacement rate recommended by the Board of Governors of the Federal Reserve.

The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee composed of large U.S. financial institutions, has identified the Secured Overnight Financing Rate, or SOFR, a new index calculated using short-term repurchase agreements backed by U.S. Treasury securities, as its preferred alternative rate for USD LIBOR. As of June 30, 2022, one-month SOFR is utilized as the floating benchmark rate on 43 of our loans, the financing provided on the 2020 FL3 and 2020 FL2 CLOs, one of our asset-specific financings, and certain borrowings under eight of our credit facilities. As of June 30, 2022, the one-month SOFR was 1.69% and one-month USD LIBOR was 1.79%. Additionally, market participants have started to transition from GBP LIBOR to the ~~ultimate adverse impact~~Sterling Overnight Index Average, or SONIA, in line

157

with guidance from the U.K. regulators. As of June 30, 2022, daily compounded SONIA is utilized as the ~~novel coronavirus on economic and market conditions, and, as a result, present material uncertainty and risk with respect to us and the performance~~floating benchmark rate for all of our ~~investments. The full extent~~floating rate British Pound Sterling loans and related financings.

At this time, it is not possible to predict how markets will respond to SOFR, SONIA, or other alternative reference rates as the transition away from USD LIBOR and GBP LIBOR proceeds. Despite the LIBOR transition in other markets, benchmark rate methodologies in Europe, Australia, Canada, Switzerland, and Denmark have been reformed and rates such as EURIBOR, STIBOR, BBSY, CDOR, SARON, and CIBOR may persist as International Organization of ~~the impact and effects of~~ ~~COVID-19~~ will depend on future developments, including, among other factors, the duration and spread of the outbreak, along with related travel advisories, quarantines and restrictions, the recovery time of the disrupted supply chains and industries, the impact of labor market interruptions, the impact of government interventions, and uncertainty with respect to the duration of the global economic slowdown. ~~COVID-19~~ ~~and the current financial, economic and capital markets environment, and future developments~~Securities Commissions, or IOSCO, compliant reference rates moving forward. However, multi-rate environments may persist in these markets as regulators and ~~other areas present uncertainty and risk with respect to our performance, financial condition, results of operations and ability to pay distributions.~~

working groups have suggested market participants adopt alternative reference rates.

Critical Accounting ~~Policies~~

Estimates

The preparation of the consolidated financial ~~statement~~statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting ~~policies should be read in connection with~~estimates, including those relating to the valuation of our ~~risk factors as disclosed~~investment portfolio, are described in our ~~prospectus~~Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on ~~October 7, 2020, as may be amended~~March 9, 2022, and ~~supplemented from time to time.~~

elsewhere in our filings with the SEC. There have been no material changes in our critical accounting policies and practices.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Uncertainty with respect to the economic effects of the COVID-19 outbreak has introduced significant volatility in the financial markets, and the effect of the volatility could materially impact our market ~~risks.~~risks, including those listed below. We ~~will be~~are subject to financial market risks, including valuation risk and interest rate risk.

Valuation Risk

We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and we value these investments at fair value as determined in good faith by the Board, based on, among other things, the input of the Adviser, our Audit Committee and independent third-party valuation firms engaged at the direction of the Board, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.

Interest Rate Risk

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We intend to fund portions of our investments with borrowings, and at such time, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure shareholders that a significant change in market interest rates will not have a material adverse effect on our net investment income. As of the date of this report, the Federal Reserve has raised the fed funds target range to 2.25-2.50% and has indicated that it expects additional increases in the coming months.

As of June 30, 2022, 99.6% of our debt investments at fair value were at floating rates. Additionally, we entered into interest rate swaps with certain of our Notes in order to align the interest rates of our liabilities with our investment portfolio. Based on our Consolidated Statements of Assets and Liabilities as of June 30, 2022, the following table shows the annualized impact on net income of hypothetical base rate changes in interest ~~rates. A rise~~rates (considering base rate floors and ceilings for floating rate instruments assuming no changes in our investment and borrowing structure) (dollar amounts in thousands):

158


	Interest Income		Interest Expense		Net Income(1)
Up 300 basis points	$	1,382,798	$	(690,555)	$	692,243
Up 200 basis points	921,393		(460,370)		461,023
Up 100 basis points	460,099		(230,185)		229,914
Down 100 basis points	(456,707)		230,185		(226,522)
Down 200 basis points	(701,117)		460,370		(240,747)

(1)Excludes the impact of income based incentive fees. See Note 3 to our consolidated financial statements for the three months ended June 30, 2022 for more information on the income based incentive fees.

We may in the ~~general level of~~future hedge against interest ~~rates can be expected~~rate fluctuations by using hedging instruments such as additional interest rate swaps, futures, options and forward contracts. While hedging activities may mitigate our exposure to ~~lead to higher interest rates applicable to the variable rate investments we may hold and to declines in the value of any fixed rate investments we may hold. A rise~~adverse fluctuations in interest rates, ~~would also be expected to lead to higher cost on our floating rate borrowings. If deemed prudent,~~certain hedging transactions that we may ~~use~~enter into in the future, such as interest rate ~~risk management techniques~~swap agreements, may also limit our ability to participate in ~~an effort~~the benefits of changes in interest rates with respect to ~~minimize~~ our ~~exposure~~portfolio investments.

Inflation and Supply Chain Risk

Economic activity has continued to ~~interest rate fluctuations.~~

accelerate across sectors and regions. Nevertheless, due to global supply chain issues, geopolitical events, a rise in energy prices and strong consumer demand as economies continue to reopen, inflation is showing signs of acceleration in the U.S. and globally. Inflation is likely to continue in the near to medium-term, particularly in the U.S., with the possibility that monetary policy may tighten in response. Persistent inflationary pressures could affect our portfolio companies profit margins.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q.

(b) Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during ~~our most recently completed fiscal~~the quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

159

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.

Item 1A. Risk Factors.

~~For~~

In addition to the other information ~~regarding factors that could affect our results of operations, financial condition and liquidity, see~~set forth in this report, you should carefully consider the risk factors ~~discussed and~~disclosed under Item 1A of our Annual Report on Form 10-K for the ~~heading “Risk Factors” in our prospectus, as filed with the SEC on October 7, 2020, as may be amended and supplemented from time to time.~~

year ended December 31, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~On August 18, 2020, an affiliate~~

Refer to our Current Reports on Form 8-K filed with SEC on July 21, 2022, June 27, 2022, May 24, 2022, and April 21, 2022 for information about unregistered sales of our equity securities during the ~~Adviser purchased 60~~quarter.

The following table sets forth information regarding repurchases of shares of our ~~Class I~~common stock during the quarter ended June 30, 2022:


Offer Date	Tender Offer Expiration	Percentage of Outstanding Shares the Company Offered to Repurchase (1)		Tender Offer (2)		Purchase Price per Share		Shares Repurchased
May 03, 2022	May 31, 2022	5.00	%	$	284,910	$	24.80	11,488,315

(1)Percentage is based on total shares ~~of beneficial interest at $25.00 per share in a private offering.~~

~~On October 21, 2020, an affiliate~~as of the ~~Adviser purchased 2,000 shares~~close of ~~our Class I shares~~the previous calendar quarter.

(2)Amounts not inclusive of ~~beneficial interest at $25.00 per share in a private offering.~~

Early Repurchase Deduction.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

~~On November 2, 2020, the Company entered into a facility agreement (the “F~~~~acility Agreement~~~~”), which was subsequently amended on November 16, 2020, with Goldman Sachs Bank USA (the “~~~~Financing Provider~~~~”). Under the Facility Agreement, if the Company has received subscriptions of at least $400 million (the “~~~~Capital Condition~~~~”), the Company, or its designee, has a forward obligation to purchase certain investments (the “~~~~Portfolio Investments~~”) from the Financing Provider, who is obligated to sell such investments. It is expected that the Portfolio Investments will generally consist of originated and anchor loans to middle market companies consistent with the Company’s investment strategy. Pursuant to the Facility Agreement, the Company may request that the Financing Provider acquire such Portfolio Investments as the Company may designate from time to time, which the Financing Provider can approve or reject in its sole and absolute discretion. The Company may elect to purchase, and in certain events the Company will be required to purchase, from the Financing Provider one or more Portfolio Investments on or before June 30, 2021 (the “~~Facility End Date~~”). Prior to any sale to the Company, the Portfolio Investments will be owned and held solely for the account of the Financing Provider. Until such time as the Company has satisfied the Capital Condition, it will have no obligation to purchase the Portfolio Investments nor be entitled to any benefits or subject to any obligations under the Facility Agreement unless it waives the Capital Condition. In consideration for the forward arrangement provided by the Financing Provider (the amount of the arrangement will not exceed $200 million before January 1, 2021 and $300 million between such date and the Facility End Date (the “~~Financing Amount~~”)), the Company has agreed to pay, subject to satisfying the Capital Condition, certain fees and expenses to the Financing Provider, including (i) a financing fee at an annual rate of LIBOR plus 1.70% multiplied by the cash amount paid by the Financing Provider (subject to adjustment for, among other things, cash amounts received by the Financing Provider) for such Portfolio Investment while it is being held by the Financing Provider, (ii) an unused fee at an annual rate of 0.50% of the unused Financing Amount and (iii) a structuring fee equal to $1.375 million which is payable on the earlier of the termination date or the Facility End Date. As a general matter, the price the Company would pay to purchase any Portfolio Investment from the Financing Provider equals the cash amount paid by the Financing Provider subject to adjustment for, among other things, principal repayments and interest amounts earned by the Financing Provider.

None.

160

Item 6. Exhibits.


Exhibit Number						Description of Exhibits

~~Exhibit~~ ~~Number~~ 4.1						~~Description~~ Indenture, dated as of ~~Exhibits~~ September 15, 2021, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on September 15, 2021).

~~31.1~~4.2						Form of 4.875% Notes due 2026 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on April 20, 2022).

10.1						Note Purchase Agreement, dated May 3, 2022, by and among the Company and the Purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 3, 2022).

10.2						Amendment and Restatement Agreement dated as of May 6, 2022 to the Senior Secured Credit Agreement dated as of May 18, 2021, by and among the Company, each of the Lenders from time to time party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 12, 2022).

10.3						Amended and Restated Senior Secured Credit Agreement, dated May 6, 2022, by and among the Company, each of the Lenders from time to time party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 12, 2022).

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

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

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

32.2						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

*Filed herewith.

161

SIGNATURES

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

Blackstone Private Credit Fund

~~Date: November 16, 2020~~

August 12, 2022

/s/ Brad Marshall

Brad Marshall

Chief Executive Officer

~~Date: November 16, 2020~~

August 12, 2022

/s/ Stephan Kuppenheimer

Stephan Kuppenheimer

Chief Financial Officer

162


	September 30, 2020 (Unaudited)
ASSETS
Cash and cash equivalents	$	1,500

Total assets	$	1,500

Commitments and contingencies (Note 5)
NET ASSETS
Common shares, $0.01 par value; unlimited shares authorized; 60 shares issued and outstanding	$	15
Additional paid-in capital		1,485

Total net assets	$	1,500

COMPOSITION OF NET ASSETS
Total paid-in capital	$	1,500
Common shares (Class I)		60
Net asset value per share (Class I)	$	25.00


Blackstone Private Credit Fund
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share amounts)
(Unaudited)
NET ASSET VALUE PER SHARE
Class I Shares:
Net assets	$	14,048,171	$	8,985,674
Common shares outstanding ($0.01 par value, unlimited shares authorized)	566,461,843		346,591,556
Net asset value per share	$	24.80	$	25.93
Class S Shares:
Net assets	$	6,014,726	$	3,433,213
Common shares outstanding ($0.01 par value, unlimited shares authorized)	242,530,420		132,425,100
Net asset value per share	$	24.80	$	25.93
Class D Shares:
Net assets	$	907,815	$	435,933
Common shares outstanding ($0.01 par value, unlimited shares authorized)	36,609,942		16,814,460
Net asset value per share	$	24.80	$	25.93


Blackstone Private Credit Fund Consolidated Statement of Cash Flows (in thousands)
Supplemental information and non-cash activities:
Interest paid during the period	$	181,128	$	11,837
Distribution payable	$	144,580	$	54,770
Reinvestment of dividends during the period	$	313,267	$	29,966
Accrued but unpaid debt financing and debt issuance costs	$	2,004	$	5,254
Accrued but unpaid offering costs	$	6	$	289
Share repurchases accrued but not yet paid	$	282,505	$	1,233
Non-cash assets acquired/liabilities assumed:
Syndicated Warehouse (Note 7):
Investments	$	—	$	300,464
Debt	$	—	$	(134,000)
Other assets/liabilities, net	$	—	$	(118,411)
Twin Peaks (Note 11):
Investments	$	—	$	1,023,188
Debt	$	—	$	(337,648)
Other assets/liabilities, net	$	—	$	35,473


Investments (1)	Reference Rate and Spread	Interest Rate (2)(14)	Maturity Date	Par Amount/Units		Cost (3)		Fair Value		Percentage of Net Assets
Investments—non-controlled/non-affiliated
First Lien Debt
Aerospace & Defense
Amentum Government Services Holdings, LLC (9)	L + 3.75%	5.42%	1/29/2027	$	7,972	$	7,857	$	7,613	0.04	%
Amentum Government Services Holdings, LLC (9)	SOFR + 4.00%	5.60%	2/15/2029	19,306		19,219		18,437		0.09
Atlas CC Acquisition Corp. (7)(10)	L + 4.25%	5.82%	5/25/2028	59,095		56,947		51,337		0.24
Corfin Holdings, Inc. (4)(11)	L + 5.75%	8.00%	2/5/2026	30,735		30,726		30,658		0.15
Corfin Holdings, Inc. (4)(11)	L + 5.75%	7.32%	2/5/2026	1,702		1,676		1,698		0.01
Linquest Corp. (4)(5)(7)(10)	L + 5.75%	6.50%	7/28/2028	156,319		153,217		152,354		0.73
Loar Group, Inc. (4)(7)(11)	L + 7.25%	8.92%	10/2/2023	29,271		27,520		27,271		0.13
MAG DS Corp. (11)	L + 5.50%	7.75%	4/1/2027	10,614		10,464		9,765		0.05
Maverick Acquisition, Inc. (4)(5)(7)(11)	L + 6.00%	8.25%	6/1/2027	48,959		47,936		46,953		0.22
Peraton Corp. (10)	L + 3.75%	5.42%	2/1/2028	80,489		80,284		75,803		0.36
Vertex Aerospace Services Corp. (10)	L + 4.00%	5.67%	10/27/2028	40,284		40,193		38,345		0.18
West Star Aviation Acquisition, LLC (4)(7)(10)	L + 6.00%	6.75%	3/1/2028	4,091		3,991		3,991		0.02
						480,031		464,226		2.21
Air Freight & Logistics
AGI-CFI Holdings, Inc. (4)(10)	L + 5.50%	6.75%	6/11/2027	269,950		265,239		267,251		1.27
Livingston International, Inc. (4)(6)(10)	L + 5.50%	7.75%	4/30/2027	105,148		104,447		104,096		0.50
Mode Purchaser, Inc. (4)(11)	SOFR + 6.25%	7.25%	12/9/2026	34,213		33,356		34,213		0.16
Mode Purchaser, Inc. (4)(11)	SOFR + 6.25%	7.25%	2/5/2029	170,029		166,824		170,029		0.81
R1 Holdings, LLC (4)(7)(11)	L + 6.00%	7.00%	1/2/2026	38,608		38,570		38,608		0.18
Redwood Services Group, LLC (4)(7)(10)	SOFR + 6.00%	6.75%	6/15/2029	36,851		36,032		36,395		0.17
RWL Holdings, LLC (4)(7)(10)	SOFR + 5.75%	7.95%	12/31/2028	218,288		213,726		215,524		1.03
SEKO Global Logistics Network, LLC (4)(5)(11)	E + 5.00%	6.00%	12/30/2026	€	35,393	40,465		37,093		0.18
SEKO Global Logistics Network, LLC (4)(5)(7)(11)	L + 5.00%	6.67%	12/30/2026	104,864		103,750		104,718		0.50
The Kenan Advantage Group, Inc. (10)	L + 3.75%	5.38%	3/12/2026	42,639		42,440		40,187		0.19
Wwex Uni Topco Holdings, LLC (10)	L + 4.00%	6.25%	7/26/2028	17,605		17,520		16,085		0.08
						1,062,367		1,064,199		5.07
Airlines
Air Canada (6)(10)	L + 3.50%	4.25%	8/11/2028	16,819		16,684		15,515		0.07
American Airlines, Inc. (6)(10)	L + 4.75%	5.81%	3/11/2028	7,314		7,254		6,996		0.03
United Airlines, Inc. (6)(10)	L + 3.75%	5.39%	4/21/2028	26,509		26,547		24,753		0.12
						50,485		47,265		0.23


	Fair value as of December 31, 2021		Gross Additions		Gross Reductions		Change in Unrealized Gains (Losses)		Fair value as of June 30, 2022		Dividend and Interest Income
Non-Controlled/Affiliated Investments
GSO DL Co-Invest EIS LP	$	1,614	$	—	$	—	$	183	$	1,797	$	—
Controlled/Affiliated Investments
Specialty Lending Company LLC	212,400		—		(31,500)		—		180,900		12,159
BCRED Emerald JV	—		802,579		—		(34,100)		768,479		31,454
GSO DL Co-Invest CI LP	1,809		—		—		(42)		1,767		—
Total Controlled/Affiliated Investments	$	214,209	$	802,579	$	(31,500)	$	(34,142)	$	951,146	$	43,613


Interest Rate Swaps as of June 30, 2022
Counterparty	Hedged Instrument	Company Receives	Company Pays	Maturity Date	Notional Amount		Fair Market Value		Upfront Payments / Receipts		Change in Unrealized Gains / (Losses)
Goldman Sachs Bank USA	June 2024 Notes	2.56%	SOFR + 0.93%	6/21/2024	$	435,000	$	(11,527)	$	1,796	$	(11,380)
Goldman Sachs Bank USA	September 2024 Notes	1.75%	SOFR + 0.08%	9/15/2024	365,000		(10,134)		(545)		(10,093)
Goldman Sachs Bank USA	November 2024 Notes	2.35%	SOFR + 0.66%	11/22/2024	500,000		(14,532)		1,822		(14,393)
Goldman Sachs Bank USA	January 2025 Notes	2.70%	SOFR + 0.99%	1/15/2025	500,000		(15,075)		923		(14,823)
Goldman Sachs Bank USA	December 2026 Notes	2.63%	SOFR + 0.26%	12/15/2026	625,000		(11,953)		2,387		(11,783)
Deutsche Bank	December 2026 Notes	2.63%	SOFR + 0.26%	12/15/2026	625,000		(11,624)		2,370		(11,805)
Goldman Sachs Bank USA	March 2025 Notes	4.70%	SOFR + 2.43%	3/24/2025	400,000		(6,955)		—		(6,808)
Deutsche Bank	March 2025 Notes	4.70%	SOFR + 2.43%	3/24/2025	500,000		(8,719)		—		(8,508)
Deutsche Bank	April 2026 UK Notes	4.87%	SOFR + 2.78%	4/14/2026	£	250,000	(4,803)		—		(4,752)
Sumitomo Mitsui Banking Corporation	May 2027 Notes	5.61%	SOFR + 3.00%	5/3/2027	625,000		(883)		—		(884)
Total Interest Rate Swaps							$	(96,205)	$	8,753	$	(95,229)


	Fair value as of January 7, 2021 (commencement of operations)		Gross Additions		Gross Reductions		Change in Unrealized Gains (Losses)		Fair value as of December 31, 2021		Dividend and Interest Income
Non-Controlled/Affiliated Investments
GSO DL Co-Invest EIS LP	$	—	$	583	$	—	$	1,031	$	1,614	$	—
Controlled/Affiliated Investments
Specialty Lending Company LLC	—		212,400		—		—		212,400		1,800
GSO DL Co-Invest CI LP	—		1,421		—		388		1,809		—
Total	$	—	$	214,404	$	—	$	1,419	$	215,823	$	1,800