Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20192021
OR
☐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 814-01299

Blackstone / GSO Secured Lending Fund
(Exact name of Registrant as specified in its Charter)

Delaware 82-7020632
(State or other jurisdiction of

incorporation or organization)
 
(I.R.S. Employer

Identification No.)
   
345 Park Avenue, 31st Floor

New York, New York
 10154
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (212) 503-2100


Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)		Name of each exchange
on which registered
None            None            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  ☐
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  ☐
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☐
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  ☒
Securities registered pursuant to Section 12(b) of the Act: None
The number of shares of Registrant’s Common Stock, $0.001 par value per share, outstanding as of May 9, 201910, 2021 was 25,106,231.
130,105,225.


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Table of Contents
  Page
PART IFINANCIAL INFORMATION
Item 1.
Consolidated Statements of Assets and Liabilities as of March 31, 2019 31, 2021 (Unaudited) and December 31, 20182020
2
Consolidated StatementStatements of Operations for the three months ended March 31, 2019 31, 2021 and 2020 (Unaudited)
3
Consolidated StatementStatements of Changes in Net Assets for the three months ended March 31, 2019 31, 2021 and 2020 (Unaudited)
4
Consolidated StatementStatements of Cash Flows for the three months ended March 31, 2019March 31, 2021 and 2020 (Unaudited)
5
Consolidated Schedules of Investments as of March 31, 2019 31, 2021 (Unaudited) and December 31, 20182020
67
Notes to Consolidated Financial Statements (Unaudited)
1221
Item 2.
3344
Item 3.
4454
Item 4.
4555
PART IIOTHER INFORMATION 
Item 1.
4555
Item 1A.
4555
Item 2.
4555
Item 3.
4555
Item 4.
4555
Item 5.
4555
Item 6.
4656
Signatures

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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 / GSO Secured Lending Fund (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 raise sufficient capital to execute our investment strategy;
•general economic and political trends and other external factors, including the current novel coronavirus ("COVID-19") pandemic;
•the ability of our portfolio companies to achieve their objectives;
•our current and expected financing arrangementarrangements 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 the AdviserBlackstone Credit BDC Advisors LLC (the “Adviser”) or any of theirits 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 the current COVID-19 pandemic;
•the ability of GSO Asset Management LLC (the “Adviser”)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 aany 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, 20182020 and Part II, Item 1A of and elsewhere in this Form 10-Q.10-Q. 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”).


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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Blackstone / GSO Secured Lending Fund
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share amounts)
March 31, 2019 December 31, 2018 March 31, 2021December 31, 2020
ASSETS(Unaudited)  ASSETS(Unaudited)
Investments at fair value 
  Investments at fair value 
Non-controlled/non-affiliated investments (cost of $933,070 and $548,753 at March 31, 2019 and December 31, 2018, respectively)$935,196
 $545,325
Non-controlled/non-affiliated investments (cost of $6,037,571 and $5,575,482 at March 31, 2021 and December 31, 2020, respectively)Non-controlled/non-affiliated investments (cost of $6,037,571 and $5,575,482 at March 31, 2021 and December 31, 2020, respectively)$6,081,065 $5,585,942 
Non-controlled/affiliated investments (cost of $25,645 and $0 at March 31, 2021 and December 31, 2020, respectively)Non-controlled/affiliated investments (cost of $25,645 and $0 at March 31, 2021 and December 31, 2020, respectively)24,299 — 
Total investments at fair value (cost of $6,063,216 and $5,575,482 at March 31, 2021 and December 31, 2020, respectively)Total investments at fair value (cost of $6,063,216 and $5,575,482 at March 31, 2021 and December 31, 2020, respectively)6,105,364 5,585,942 
Cash and cash equivalents20,636
 6,228
Cash and cash equivalents291,724 217,993 
Interest receivable from non-controlled/non-affiliated investments3,615
 2,212
Interest receivable from non-controlled/non-affiliated investments23,927 21,456 
Deferred financing costs2,054
 2,270
Deferred financing costs6,523 6,933 
Deferred offering costs744
 591
Receivable for investments21,192
 17,746
Subscription Receivable (Note 8)33,120
 —
Receivable for investments soldReceivable for investments sold76,462 114,537 
Subscription receivableSubscription receivable24 3,427 
Other assets247
 371
Other assets365 578 
Total assets$1,016,804
 $574,743
Total assets$6,504,389 $5,950,866 
LIABILITIES   LIABILITIES
Debt$284,046
 $185,000
Debt (net of unamortized debt issuance costs of $22,553 and $14,170 at March 31, 2021 and December 31, 2020, respectively)Debt (net of unamortized debt issuance costs of $22,553 and $14,170 at March 31, 2021 and December 31, 2020, respectively)$2,946,162 $2,500,393 
Payable for investments purchased82,455
 149,513
Payable for investments purchased112,234 48,582 
Due to affiliates2,550
 1,761
Due to affiliates3,714 5,546 
Management fees payable1,492
 309
Management fees payable11,677 10,277 
Income based incentive fee payable1,143
 —
Income based incentive fee payable14,347 15,262 
Capital gains incentive fee payable475
 —
Capital gains incentive fee payable6,454 1,077 
Forward purchase liability at fair value (cost: $0 at March 31, 2019 and December 31, 2018) (Note 7)104
 222
Interest payableInterest payable18,894 14,715 
Distribution payable (Note 8)7,163
 —
Distribution payable (Note 8)65,052 86,638 
Interest payable4,043
 918
Accrued expenses and other liabilities580
 655
Accrued expenses and other liabilities152 567 
Total liabilities384,051
 338,378
Total liabilities3,178,686 2,683,057 
Commitments and contingencies (Note 7)   Commitments and contingencies (Note 7)
NET ASSETS   NET ASSETS
Common shares, $0.001 par value (unlimited shares authorized; 25,106,231 and 9,621,319 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively)$25
 $10
Common shares, $0.001 par value (unlimited shares authorized; 130,105,225 and 129,661,586 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively)Common shares, $0.001 par value (unlimited shares authorized; 130,105,225 and 129,661,586 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively)130 130 
Additional paid in capital628,813
 239,247
Additional paid in capital3,243,741 3,232,562 
Distributable earnings (loss)3,915
 (2,892)Distributable earnings (loss)81,832 35,117 
Total net assets632,753
 236,365
Total net assets3,325,703 3,267,809 
Total liabilities and net assets$1,016,804
 $574,743
Total liabilities and net assets$6,504,389 $5,950,866 
NET ASSET VALUE PER SHARE$25.20
 $24.57
NET ASSET VALUE PER SHARE$25.56 $25.20 
The accompanying notes are an integral part of these consolidated financial statements.
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Blackstone / GSO Secured Lending Fund
Consolidated StatementStatements of Operations
(in thousands, except share and per share amounts)
(Unaudited)
Three Months Ended March 31,
Three Months Ended
March 31, 2019		20212020
Investment income: 
Investment income:
From non-controlled/non-affiliated investments: 
From non-controlled/non-affiliated investments:
Interest income$15,226
Interest income$127,950 $77,591 
Payment-in-kind interest incomePayment-in-kind interest income1,917 2,602 
Fee income13
Fee income843 2 
Total investment income15,239
Total investment income130,710 80,195 
Expenses: Expenses:
Interest expense4,672
Interest expense21,146 16,071 
Management fees1,492
Management fees11,677 6,537 
Income based incentive fee1,143
Income based incentive fee14,347 8,268 
Capital gains incentive fee475
Capital gains incentive fee5,377 (4,218)
Professional fees233
Professional fees586 526 
Board of Trustees' fees123
Board of Trustees' fees131 115 
Administrative service expenses (Note 3)426
Administrative service expenses (Note 3)492 583 
Other general and administrative451
Other general and administrative1,317 830 
Amortization of offering costs222
Amortization of offering costs— 307 
Total expenses9,237
Total expenses55,073 29,019 
Expense support (Note 3)(570)
Recoupment of expense support (Note 3)Recoupment of expense support (Note 3)— 400 
Net expenses8,667
Net expenses55,073 29,419 
Net investment income6,572
Net investment income before excise taxNet investment income before excise tax75,637 50,776 
Excise tax expenseExcise tax expense(282)104 
Net investment income after excise taxNet investment income after excise tax75,919 50,672 
Realized and unrealized gain (loss): Realized and unrealized gain (loss):
Net change in unrealized appreciation (depreciation): Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments5,553
Non-controlled/non-affiliated investments34,112 (358,814)
Forward purchase obligation (Note 7)118
Non-controlled/affiliated investmentsNon-controlled/affiliated investments(1,346)— 
Translation of assets and liabilities in foreign currenciesTranslation of assets and liabilities in foreign currencies(714)(13)
Net unrealized appreciation (depreciation)5,671
Net unrealized appreciation (depreciation)32,052 (358,827)
Realized gain (loss): Realized gain (loss):
Non-controlled/non-affiliated investments1,726
Non-controlled/non-affiliated investments4,634 699 
Foreign currency transactionsForeign currency transactions(838)(4)
Net realized gain (loss)1,726
Net realized gain (loss)3,796 695 
Net realized and unrealized gain (loss)7,397
Net realized and unrealized gain (loss)35,848 (358,132)
Net increase (decrease) in net assets resulting from operations$13,969
Net increase (decrease) in net assets resulting from operations$111,767 $(307,460)
Net investment income per share (basic and diluted)$0.46
Net investment income per share (basic and diluted)$0.58 $0.67 
Earnings (loss) per share (basic and diluted)$0.98
Earnings (loss) per share (basic and diluted)$0.86 $(4.05)
Weighted average shares outstanding (basic and diluted)14,275,804
Weighted average shares outstanding (basic and diluted)129,967,204 75,856,683 
Distributions declared per share$0.50
Distributions declared per share$0.50 $0.50 
The accompanying notes are an integral part of these consolidated financial statements.

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Blackstone / GSO Secured Lending Fund
Consolidated StatementStatements of Changes in Net Assets
(in thousands)
(Unaudited)
Par AmountAdditional Paid in CapitalDistributable Earnings (Loss)Total Net Assets
Balance, December 31, 2020$130 $3,232,562 $35,117 $3,267,809 
Issuance of common shares— — — — 
Reinvestment of dividends— 11,179 — 11,179 
Net investment income— — 75,919 75,919 
Net realized gain (loss) on investments— — 3,796 3,796 
Net change in unrealized appreciation (depreciation) on investments— — 32,052 32,052 
Dividends declared from net investment income— — (65,052)(65,052)
Balance, March 31, 2021$130 $3,243,741 $81,832 $3,325,703 
 Three Months Ended
March 31, 2019
Operations: 
Net investment income$6,572
Net realized gain (loss)1,726
Net unrealized appreciation (depreciation)5,671
Net increase (decrease) in net assets resulting from operations13,969
Distributions to shareholders from: 
Net investment income(7,163)
Total distributions to shareholders(7,163)
Capital share transactions: 
Issuance of common shares389,582
Net increase (decrease) in net assets resulting from capital share transactions389,582
Net increase (decrease) in net assets396,388
Net Assets, beginning of period236,365
Net Assets, end of period$632,753

Par AmountAdditional Paid in CapitalDistributable Earnings (Loss)Total Net Assets
Balance, December 31, 2019$64 $1,635,915 $37,138 $1,673,117 
Issuance of common shares17 440,834 — 440,851 
Reinvestment of dividends— 2,882 — 2,882 
Net investment income— — 50,672 50,672 
Subscribed but unissued shares15 324,031 — 324,046 
Subscriptions receivable(15)(324,031)— (324,046)
Net realized gain (loss) on investments— — 695 695 
Net change in unrealized appreciation (depreciation) on investments— — (358,827)(358,827)
Dividends declared from net investment income— — (37,929)(37,929)
Balance, March 31, 2020$81 $2,079,631 $(308,251)$1,771,461 

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

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Blackstone / GSO Secured Lending Fund
Consolidated StatementStatements of Cash Flows
(in thousands)
(Unaudited)
Three Months Ended March 31,
 20212020
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations$111,767 $(307,460)
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(32,766)358,814 
Net unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies714 13 
Net realized (gain) loss on investments(4,634)(699)
Payment-in-kind interest capitalized(1,883)(2,647)
Net accretion of discount and amortization of premium(21,143)(6,188)
Amortization of deferred financing costs514 543 
Amortization of debt issuance costs1,053 — 
Amortization of offering costs— 306 
Purchases of investments(1,097,111)(1,022,892)
Proceeds from sale of investments and principal repayments637,037 130,149 
Changes in operating assets and liabilities:
Interest receivable(2,471)1,915 
Receivable for investments sold38,075 (17,899)
Other assets213 213 
Payable for investments purchased63,652 145,840 
Due to affiliates(1,960)103 
Management fee payable1,400 1,492 
Income based incentive fee payable(916)1,923 
Capital gains incentive fee payable5,377 (4,218)
Interest payable4,179 (291)
Accrued expenses and other liabilities(415)(861)
Net cash provided by (used in) operating activities(299,318)(721,844)
Cash flows from financing activities:
Borrowings on debt1,013,526 581,711 
Repayments on debt(567,590)(241,205)
Deferred financing costs paid(169)— 
Debt issuance costs paid(409)— 
Deferred offering costs paid— — 
Dividends paid in cash(75,458)(24,937)
Proceeds from issuance of common shares3,403 446,793 
Net cash provided by (used in) financing activities373,303 762,362 
Net increase (decrease) in cash and cash equivalents73,985 40,518 
Effect of foreign exchange rate changes on cash and cash equivalents(254)(14)
Cash and cash equivalents, beginning of period217,993 65,495 
Cash and cash equivalents, end of period$291,724 $105,999 
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 Three Months Ended
March 31, 2019
Cash flows from operating activities: 
Net increase in net assets resulting from operations$13,969
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: 
Net unrealized (appreciation) depreciation on investments(5,553)
Net unrealized (appreciation) depreciation on forward purchase obligation(118)
Net realized (gain) loss on investments(1,726)
Net accretion of discount and amortization of premium(766)
Amortization of deferred financing costs290
Amortization of offering costs222
Purchases of investments(540,294)
Proceeds from sale of investments and principal repayments158,469
Changes in operating assets and liabilities: 
Interest receivable(1,403)
Receivable for investments(3,446)
Other assets124
Payable for investments purchased(67,058)
Due to affiliates789
Management fee payable1,183
Income based incentive fee payable1,143
Capital gains incentive fee payable475
Interest payable3,125
Accrued expenses and other liabilities(450)
Net cash provided by (used in) operating activities(441,025)
Cash flows from financing activities: 
Borrowings on credit facilities390,463
Repayments on credit facilities(291,417)
Deferred financing costs paid(75)
Proceeds from issuance of common shares356,462
Net cash provided by (used in) financing activities455,433
Net increase (decrease) in cash and cash equivalents14,408
Cash and cash equivalents, beginning of period6,228
Cash and cash equivalents, end of period$20,636
  
Supplemental information and non-cash activities: 
Interest paid during the period$1,257
Distributions declared during the period$7,163
Subscription receivable$33,120
Accrued but unpaid offering costs$375
Supplemental information and non-cash activities:
Interest paid during the period$15,190 $15,723 
Subscription receivable$24 $— 
Distribution payable$65,052 $37,929 
Reinvestment of distributions during the period$11,179 $2,882 
Non-cash deferred financing costs activity$(64)$— 
Accrued but unpaid debt issuance costs$192 $— 
Excise taxes paid$131 $— 
The accompanying notes are an integral part of these consolidated financial statements.

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Blackstone / GSO Secured Lending Fund

Consolidated Schedule of Investments

March 31, 2019
2021
(in thousands)

(Unaudited)


Investments (1)(5)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)(10)L + 6.00%7.00%2/5/2026$202,950 $199,670 $202,443 6.09 %
MAG DS Corp. (4)(10)L + 5.50%6.50%4/1/202787,387 79,726 85,858 2.58 
TCFI AEVEX, LLC (4)(7)(10)L + 6.00%7.00%3/18/2026101,763 99,928 100,614 3.03 
379,324 388,915 11.70 
Air Freight & Logistics
Livingston International, Inc. (4)(6)(10)L + 5.75%6.75%4/30/2026121,828 118,315 121,218 3.64 
Mode Purchaser, Inc. (4)(10)L + 6.25%7.25%12/9/2026176,542 173,672 170,804 5.14 
Omni Intermediate Holdings, LLC - Revolving Term Loan (4)(5)(7)(11)L + 6.00%7.25%12/30/202535 22 34 — 
Omni Intermediate Holdings, LLC (4)(5)(7)(10)L + 5.00%6.00%12/30/20265,000 4,880 4,938 0.15 
R1 Holdings, LLC (4)(10)L + 6.00%7.06%1/2/202657,523 56,837 57,523 1.73 
SEKO Global Logistics Network, LLC (4)(5)(7)(10)L + 5.00%6.00%12/30/20264,688 4,601 4,599 0.14 
358,327 359,116 10.80 
Building Products
Fencing Supply Group Acquisition, LLC (4)(5)(7)(10)L + 6.00%7.00%2/26/202753,924 52,671 52,669 1.58 
Jacuzzi Brands, LLC (4)(10)L + 6.50%7.50%2/25/202594,817 93,640 93,632 2.82 
Latham Pool Products, Inc. (8)L + 6.00%6.11%6/18/202578,062 76,353 78,197 2.35 
Lindstrom, LLC (4)(10)L + 6.25%7.25%4/7/2025129,404 127,750 129,404 3.89 
The Wolf Organization, LLC (4)(10)L + 6.50%7.50%9/3/202695,499 94,025 95,499 2.87 
Windows Acquisition Holdings, Inc. (4)(5)(10)L + 6.50%7.50%12/29/202662,838 61,635 61,581 1.85 
506,073 510,983 15.36 
Chemicals
DCG Acquisition Corp. (4)(5)(8)L + 4.50%4.61%9/30/202634,911 34,650 34,868 1.05 
DCG Acquisition Corp. (4)(7)(10)L + 7.50%8.50%9/30/202639,700 38,827 43,273 1.30 
NIC Acquisition Corp. (9)L + 3.75%4.50%12/29/2027735 732 737 0.02 
Polymer Additives, Inc. (8)L + 6.00%6.21%7/31/202529,377 28,385 26,903 0.81 
USALCO, LLC (4)(7)(11)L + 7.25%8.50%6/1/2026166,333 162,508 168,130 5.07 
USALCO, LLC (4)(11)L + 6.50%7.75%6/1/202635,604 34,924 34,891 1.05 
VDM Buyer, Inc. (4)(8)L + 6.00%6.22%4/22/2025€23,962 26,607 27,318 0.82 
VDM Buyer, Inc. (4)(8)L + 6.75%6.98%4/22/202562,929 62,078 61,041 1.84 
388,710 397,161 11.95 
7
Investments—non-controlled/non-affiliated (1)(5) Reference Rate
and Spread		 Interest Rate (2) Maturity
Date		 Par
Amount		 Cost (3) Fair
Value		 Percentage
of Net Assets
First Lien Debt              
Aerospace and Defense              
StandardAero Aviation Holdings, Inc. (6) L + 3.75% 6.25% 7/7/2022 $6,959
 $6,910
 $6,976
 1.10%
Air Freight and Logistics              
R1 Holdings, LLC (4)(8) L + 6.25% 9.12% 1/2/2026 35,070
 34,393
 34,369
 5.43
Building Products              
American Bath Group, LLC (4) L + 4.25% 6.85% 9/30/2023 4,975
 4,880
 4,938
 0.78
Jacuzzi Brands, Inc. (4)(8) L + 6.50% 8.99% 2/25/2025 73,105
 71,666
 71,643
 11.32
Latham Pool Products, Inc. L + 6.00% 8.61% 6/13/2025 44,339
 42,626
 43,452
 6.87
Ply Gem Midco, Inc. (6) L + 3.75% 6.55% 4/12/2025 3,482
 3,362
 3,348
 0.53
        125,901
 122,534
 123,381
 19.50
Chemicals              
Alchemy US Holdco 1, LLC (4) L + 5.50% 8.12% 10/10/2025 3,975
 3,966
 3,975
 0.63
Polymer Additives, Inc. (4) L + 6.00% 8.50% 7/31/2025 29,977
 28,496
 27,430
 4.34
        33,952
 32,462
 31,405
 4.97
Commercial Services & Supplies              
Research Now Group, LLC L + 5.50% 8.00% 12/20/2024 34,911
 34,397
 34,780
 5.50
Revspring, Inc. (4) L + 4.25% 6.74% 10/11/2025 2,993
 2,985
 2,963
 0.47
        37,904
 37,382
 37,743
 5.97
Construction & Engineering              
IEA Energy Services LLC L + 6.25% 8.85% 9/25/2024 16,331
 15,713
 15,556
 2.46
Therma LLC (4)(5)(6) L + 6.50% 9.00% 3/29/2025 80,000
 78,402
 78,400
 12.39
        96,331
 94,115
 93,956
 14.85
Distributors              
Tailwind Colony Holding Corporation (4) L + 7.50% 10.10% 11/13/2024 29,358
 28,984
 29,065
 4.59
Fastlane Parent Company, Inc. (4) L + 4.50% 7.10% 2/4/2026 35,000
 34,313
 34,737
 5.49
        64,358
 63,297
 63,802
 10.08
Diversified Consumer Services              
American Residential Services, LLC L + 4.00% 6.50% 6/30/2022 1,648
 1,641
 1,628
 0.26
Weight Watchers International, Inc. (6) L + 4.75% 7.56% 11/29/2024 7,305
 7,272
 6,997
 1.11
Weld North Education, LLC L + 4.25% 6.85% 2/7/2025 13,625
 13,462
 13,535
 2.14
        22,578
 22,375
 22,160
 3.51
Diversified Financial Services              
York Risk Services Holding Corp L + 3.75% 6.25% 10/1/2021 5,969
 5,713
 5,618
 0.89
Electronic Equipment, Instruments & Components       .
      
Convergeone Holdings, Inc. L + 5.00% 7.50% 1/4/2026 15,000
 14,404
 14,395
 2.27
Energy Equipment & Services              
Tetra Technologies, Inc. (4)(6) L + 6.25% 8.74% 9/10/2025 21,818
 21,690
 21,600
 3.41
Health Care Equipment & Supplies              
Lifescan Global Corporation L + 6.00% 8.80% 10/1/2024 41,239
 39,593
 39,744
 6.28
Orchid Orthopedic Solutions (4) L + 4.50% 7.10% 2/26/2026 7,600
 7,525
 7,624
 1.20
        48,839
 47,118
 47,368
 7.48
Health Care Providers & Services              
AMGH Holding Corp L + 3.25% 5.74% 4/28/2022 6,965
 6,615
 6,576
 1.04
AMGH Holding Corp L + 4.25% 6.74% 3/14/2025 6,201
 5,885
 5,845
 0.92
Envision Healthcare Corporation L + 3.75% 6.25% 10/10/2025 998
 940
 936
 0.15
Epoch Acquisition, Inc. (4) L + 6.75% 9.24% 10/4/2024 25,313
 24,991
 25,313
 4.00
The GI Alliance Management, LLC (4) L + 6.25% 8.85% 11/2/2024 37,342
 36,654
 36,708
 5.80
Orion B Holdings, LLC (4) L + 5.75% 8.23% 11/16/2025 13,628
 13,465
 13,492
 2.13
Phoenix Guarantor, Inc. L + 4.50% 6.98% 2/8/2026 23,524
 23,165
 23,171
 3.66
Prospect Medical Holdings, Inc. L + 5.50% 8.00% 2/22/2024 1,995
 1,983
 1,824
 0.29
        115,966
 113,698
 113,865
 17.99
Health Care Technology              
Precyse Acquisition Corporation L + 4.50% 7.00% 10/20/2022 2,985
 2,957
 2,873
 0.45
Hotels, Restaurants & Leisure              
Casablanca US Holdings Inc. (4)(6) L + 4.00% 6.74% 3/29/2024 786
 754
 762
 0.12
Hotel Acquisition Company LLC (4)(8) L + 6.00% 8.50% 12/9/2024 92,768
 91,491
 92,304
 14.59
        93,554
 92,245
 93,066
 14.71

6
Table of Contents
Blackstone / GSO Secured Lending Fund

Consolidated Schedule of Investments

March 31, 2019
2021
(in thousands)

(Unaudited)

Investments (1)(5)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
JSS Holdings, Inc. (4)(10)L + 6.25% (incl. 2.00% PIK)7.25%12/17/2027327,992 323,298 323,072 9.71 
The Action Environmental Group, Inc. (4)(7)(11)L + 6.00%7.25%1/16/2026117,976 115,914 113,257 3.41 
Veregy Consolidated, Inc. (10)L + 6.00%7.00%11/2/202721,259 20,703 21,392 0.64 
459,914 457,721 13.76 
Construction & Engineering
COP Home Services TopCo IV, Inc. (4)(5)(7)(10)L + 5.00%6.00%12/31/202717,049 16,390 16,498 0.50 
IEA Energy Services, LLC (8)L + 6.75%6.95%9/25/202430,517 29,485 30,612 0.92 
45,875 47,110 1.42 
Distributors
Bution Holdco 2, Inc. (4)(10)L + 6.25%7.25%10/17/2025102,802 101,245 100,746 3.03 
Dana Kepner Company, LLC (4)(7)(10)L + 6.25%7.25%12/29/202671,488 70,119 70,058 2.11 
EIS Buyer, LLC (4)(12)L + 6.25%7.75%9/30/202581,617 80,394 79,169 2.38 
Fastlane Parent Company, Inc. (8)L + 4.50%4.61%2/4/20267,462 7,359 7,471 0.22 
NDC Acquisition Corp. (4)(10)L + 5.75%6.75%3/9/202722,500 21,888 21,881 0.66 
NDC Acquisition Corp. - Revolving Term Loan (4)(5)(7)(10)L + 5.75%6.75%3/9/2027514 421 420 0.01 
PSS Industrial Group Corp. (4)(12)L + 8.00% (incl. 2.00% PIK)9.50%4/10/202555,952 53,149 44,762 1.35 
Tailwind Colony Holding Corporation (4)(10)L + 7.50%8.50%11/13/202432,964 32,640 31,975 0.96 
Unified Door & Hardware Group, LLC (4)(10)L + 6.25%7.25%6/30/202590,832 89,282 90,832 2.73 
456,496 447,314 13.45 
Diversified Financial Services
SelectQuote, Inc. (4)(9)L + 5.00%5.75%11/5/202459,714 58,253 59,714 1.80 
Electric Utilities
Qualus Power Services Corp. (4)(7)(10)L + 5.50%6.50%3/26/202742,750 41,490 41,487 1.25 
Electrical Equipment
Shoals Holdings, LLC (4)(10)L + 3.25%4.25%11/25/202685,161 83,120 85,587 2.57 
Electronic Equipment, Instruments & Components
Albireo Energy, LLC (4)(5)(7)(10)L + 6.00%7.00%12/23/2026116,833 114,153 115,124 3.46 
Convergeone Holdings, Inc. (8)L + 5.00%5.11%1/4/202614,580 14,172 14,122 0.42 
128,325 129,246 3.89 
Energy Equipment & Services
Abaco Energy Technologies, LLC (4)(12)L + 7.00%8.50%10/4/202450,381 49,321 46,603 1.40 
Tetra Technologies, Inc. (4)(6)(10)L + 6.25%7.25%9/10/202520,098 19,998 19,043 0.57 
69,319 65,646 1.97 
8
Investments—non-controlled/non-affiliated (1)(5) Reference Rate
and Spread		 Interest Rate (2) Maturity
Date		 Par
Amount		 Cost (3) Fair
Value		 Percentage
of Net Assets
First Lien Debt (continued)              
IT Services              
Ensono LP L + 5.25% 7.75% 6/27/2025 2,593
 2,556
 2,578
 0.41
Tierpoint, LLC L + 3.75% 6.25% 5/6/2024 7,453
 7,046
 7,079
 1.12
Travelport Worldwide Ltd. (6) L + 4.50% 7.50% 3/13/2026 55,000
 53,900
 53,555
 8.46
WEB.COM Group, Inc. L + 3.75% 6.24% 10/10/2025 2,296
 2,259
 2,268
 0.36
        67,342
 65,761
 65,480
 10.35
Machinery              
Apex Tool Group LLC L + 3.75% 6.25% 2/1/2022 4,936
 4,797
 4,811
 0.76
Media              
Champ Acquisition Corporation L + 5.50% 8.10% 12/21/2025 14,888
 14,311
 14,916
 2.36
DiscoverOrg, LLC L + 4.50% 7.24% 2/2/2026 29,167
 28,881
 28,839
 4.56
Entravision Communications Corporation (6) L + 2.75% 5.25% 11/29/2024 1,237
 1,215
 1,185
 0.19
        45,292
 44,407
 44,940
 7.11
Professional Services              
Minotaur Acquisition, Inc. L + 5.00% 7.50% 2/26/2026 23,077
 22,616
 22,803
 3.60
GI Revelation Acquisition LLC (4) L + 5.00% 7.50% 4/16/2025 9,240
 9,111
 9,067
 1.43
The Dun & Bradstreet Corporation L + 5.00% 7.49% 2/6/2026 8,396
 8,231
 8,318
 1.31
        40,713
 39,958
 40,188
 6.35
Software              
LD Intermediate Holdings, Inc. L + 5.88% 8.46% 12/9/2022 2,941
 2,744
 2,563
 0.41
Vero Parent, Inc. L + 4.50% 7.00% 8/16/2024 2,488
 2,488
 2,482
 0.39
        5,429
 5,232
 5,045
 0.80
Specialty Retail              
Bass Pro Group, LLC L + 5.00% 7.50% 9/25/2024 5,394
 5,339
 5,282
 0.83
EG Group Limited (6) L + 4.00% 6.60% 2/7/2025 3,975
 3,907
 3,891
 0.61
Spencer Gifts LLC (4) L + 4.25% 6.75% 7/16/2021 2,000
 1,942
 1,985
 0.31
        11,369
 11,188
 11,158
 1.75
Trading Companies & Distributors              
The Hillman Group Inc. L + 4.00% 6.50% 5/31/2025 995
 962
 951
 0.15
The Cook & Boardman Group, LLC (4) L + 5.75% 8.24% 10/17/2025 8,494
 8,428
 8,494
 1.34
        9,489
 9,390
 9,445
 1.49
Transportation Infrastructure              
Spireon, Inc. (4) L + 6.50% 9.13% 10/4/2024 22,818
 22,547
 22,818
 3.61
Total First Lien Debt       934,572
 914,573
 916,462
 144.84
Second Lien Debt              
Commercial Services & Supplies              
TKC Holdings, Inc. L + 8.00% 10.50% 2/1/2024 $1,000
 $997
 $978
 0.15%
IT Services              
WEB.COM Group, Inc. (4) L + 7.75% 10.24% 10/9/2026 1,559
 1,548
 1,539
 0.24
Media              
DiscoverOrg, LLC (4) L + 8.50% 11.24% 2/1/2027 11,250
 11,084
 11,278
 1.78
Software              
Imperva, Inc. L + 7.75% 10.24% 1/11/2027 1,500
 1,505
 1,478
 0.23
Rocket Software, Inc. L + 8.25% 10.75% 11/27/2027 3,500
 3,363
 3,461
 0.55
        5,000
 4,868
 4,939
 0.78
Total Second Lien Debt       18,809
 18,497
 18,734

2.96
Total Investment Portfolio       $953,381
 $933,070
 $935,196
 147.80%
Cash and Cash Equivalents              
Cash         $20,636
 $20,636
 3.44%
Total Cash and Cash Equivalents         $20,636
 $20,636
 3.44%
Total Portfolio Investments, Cash and Cash Equivalents         $953,706
 $955,832
 151.24%
Table of Contents
(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 Blackstone Secured Lending Fund
Consolidated Schedule of Investments) are denominated in dollars. Debt investments are income producing unless otherwise indicated. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned 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. As of Investments
March 31, 2019,2021
(in thousands)
(Unaudited)
Investments (1)(5)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
DCA Investment Holdings, LLC (4)(7)(9)L + 6.25%7.00%3/12/202822,090 21,714 21,711 0.65 
Epoch Acquisition, Inc. (4)(10)L + 6.75%7.75%10/4/202424,750 24,550 24,750 0.74 
Healthcomp Holding Company, LLC (4)(5)(7)(10)L + 6.00%7.00%10/27/202687,082 84,789 85,702 2.58 
Jayhawk Buyer, LLC (4)(7)(10)L + 5.75%6.75%10/15/2026116,114 113,375 114,658 3.45 
Monroe Capital Holdings, LLC (4)(7)(10)L + 6.75%7.75%9/8/2026107,665 105,724 106,588 3.20 
Odyssey Holding Company, LLC (4)(10)L + 5.75%6.75%11/16/202518,898 18,690 18,898 0.57 
The GI Alliance Management, LLC (4)(10)L + 6.25%7.25%11/4/2024274,248 268,368 267,392 8.04 
637,210 639,699 19.24 
Health Care Technology
Edifecs, Inc. (4)(10)L + 7.50%8.50%9/21/2026223,074 217,986 221,959 6.67 
NMC Crimson Holdings, Inc. (4)(7)(9)L + 6.00%6.75%3/1/202871,173 68,599 68,567 2.06 
Project Ruby Ultimate Parent Corp. (9)L + 3.25%4.00%3/3/20288,612 8,569 8,590 0.26 
295,154 299,116 8.99 
Hotels, Restaurants & Leisure
Excel Fitness Holdings, Inc. (10)L + 5.25%6.25%10/7/202535,909 34,688 34,394 1.03 
Industrial Conglomerates
Tailwind Smith Cooper Intermediate Corporation (8)L + 5.00%5.11%5/28/202630,605 29,714 30,004 0.90 
Insurance
Integrity Marketing Acquisition, LLC (4)(5)(7)(10)L + 6.25%7.25%8/27/202535,396 34,454 34,598 1.04 
Jones Deslauriers Insurance Management, Inc. (4)(5)(6)(7)(8)L + 4.25%4.25%3/28/2028C$54,541 42,701 43,979 1.32 
SG Acquisition, Inc. (4)(8)L + 5.75%5.86%1/27/202799,704 98,046 98,208 2.95 
Westland Insurance Group LTD (4)(5)(6)(7)(10)L + 7.00%8.00%1/5/2027C$68,432 49,043 51,536 1.55 
Westland Insurance Group LTD (4)(5)(6)(10)L + 7.00%8.00%1/5/202742,483 38,773 39,617 1.19 
263,017 267,938 8.06 
Interactive Media & Services
Bungie, Inc. (4)(10)L + 6.25%7.25%8/28/202447,200 46,718 47,200 1.42 
Internet & Direct Marketing Retail
Donuts, Inc. (4)(10)L + 6.00%7.00%12/29/2026368,228 361,176 360,863 10.85 
Shutterfly, LLC (10)L + 6.00%7.00%9/25/202626,457 24,580 26,592 0.80 
Shutterfly, LLC (10)L + 6.50%7.50%9/25/202613,550 13,649 13,584 0.41 
399,405 401,039 12.06 
IT Services
Park Place Technologies, LLC (10)L + 5.00%6.00%11/10/202745,000 43,296 45,000 1.35 
Leisure Products
Lew's Intermediate Holdings, LLC (4)(8)L + 5.00%5.21%1/26/20286,600 6,535 6,633 0.20 
Machinery
Apex Tool Group, LLC (11)L + 5.25%6.50%8/1/202428,117 27,370 28,150 0.85 
9
Table of Contents
Blackstone Secured Lending Fund
Consolidated Schedule of Investments
March 31, 2021
(in thousands)
(Unaudited)
Investments (1)(5)Reference Rate
and Spread		Interest Rate (2)Maturity
Date		Par
Amount/Units		Cost (3)Fair
Value		Percentage
of Net Assets
First Lien Debt (continued)
Oil, Gas & Consumable Fuels
Eagle Midstream Canada Finance, Inc. (4)(6)(12)L + 6.25%7.75%11/26/2024150,862 149,209 148,599 4.47 
Paper & Forest Products
Pixelle Specialty Solutions, LLC (10)L + 6.50%7.50%10/31/20246,929 6,824 6,944 0.21 
Personal Products
Paula's Choice Holdings, Inc. (4)(10)L + 6.25%7.25%11/17/202554,656 53,263 54,520 1.64 
Professional Services
ALKU, LLC (4)(7)(9)L + 5.25%6.00%3/1/2028112,485 111,395 111,273 3.35 
APFS Staffing Holdings, Inc. (8)L + 4.75%4.86%4/15/202618,155 17,892 18,104 0.54 
BPPH2 Limited (4)(5)(6)(8)L + 6.75%6.82%3/2/2028£25,500 34,283 34,039 1.02 
GI Revelation Acquisition, LLC (8)L + 5.00%5.11%4/16/202532,081 30,068 32,188 0.97 
Titan Investment Company, Inc. (4)(5)(8)L + 5.75%5.94%3/20/202742,784 40,792 42,784 1.29 
VT Topco, Inc. (8)L + 3.50%3.61%8/1/20254,853 4,568 4,803 0.14 
238,998 243,191 7.31 
Real Estate Management & Development
Progress Residential PM Holdings, LLC (4)(7)(9)L + 6.25%7.00%2/16/202855,898 54,525 54,501 1.64 
Software
Diligent Corporation (4)(10)L + 5.75%6.75%8/4/202560,000 59,160 59,149 1.78 
LD Lower Holdings, Inc. (4)(7)(10)L + 6.50%7.50%2/8/2026119,875 117,546 117,478 3.53 
MRI Software, LLC (4)(5)(7)(10)L + 5.50%6.50%2/10/202624,350 24,120 24,324 0.73 
PaySimple, Inc. (8)L + 5.50%5.50%8/23/202561,555 59,946 61,401 1.85 
Spitfire Parent, Inc. (4)(7)(10)L + 5.50%6.50%3/11/202744,000 42,982 42,972 1.29 
303,754 305,324 9.18 
Specialty Retail
CustomInk, LLC (4)(10)L + 6.21%7.21%5/3/2026133,125 131,231 130,463 3.92 
Party City Holdings, Inc. (6)(8)L + 8.75%8.75%2/15/20261,416 1,416 1,461 0.04 
Spencer Spirit Holdings, Inc. (8)L + 6.00%6.11%6/19/202645,037 43,035 44,924 1.35 
175,682 176,848 5.32 
Technology Hardware, Storage & Peripherals
Deliver Buyer, Inc. (10)L + 6.25%7.25%5/1/202449,750 48,539 50,154 1.51 
Electronics For Imaging, Inc. (8)L + 5.00%5.11%7/23/202624,963 23,637 23,572 0.71 
Lytx, Inc. (4)(7)(10)L + 6.00%7.00%2/28/202669,139 68,228 68,280 2.05 
140,404 142,006 4.27 
Trading Companies & Distributors
The Cook & Boardman Group, LLC (10)L + 5.75%6.75%10/17/202550,104 49,747 48,934 1.45 
10
Table of Contents
Blackstone Secured Lending Fund
Consolidated Schedule of Investments
March 31, 2021
(in thousands)
(Unaudited)
Investments (1)(5)Reference Rate
and Spread		Interest Rate (2)Maturity
Date		Par
Amount/Units		Cost (3)Fair
Value		Percentage
of Net Assets
First Lien Debt (continued)
Transportation Infrastructure
Capstone Logistics, LLC (5)(7)(10)L + 4.75%5.75%11/12/20273,045 3,014 3,064 0.09 
Spireon, Inc. (4)(10)L + 6.50%7.50%10/4/202422,904 22,735 22,904 0.69 
25,749 25,968 0.78 
Total First Lien Debt$5,956,489 $5,996,005 180.29 %
Second Lien Debt
Chemicals
NIC Acquisition Corp. (5)(9)L + 7.75%8.50%12/29/2028$3,500 $3,448 $3,553 0.11 %
Construction & Engineering
COP Home Services TopCo IV, Inc. (4)(5)(10)L + 8.75%9.75%12/31/20286,061 5,929 5,970 0.18 
Insurance
Jones Deslauriers Insurance Management, Inc. (4)(5)(6)(7)(8)L + 7.50%7.50%3/26/2029C$25,495 19,859 20,617 0.62 
Software
Epicor Software Corp. (5)(10)L + 7.75%8.75%7/31/202811,186 11,032 11,592 0.35 
Total Second Lien Debt$40,268 $41,732 1.26 %
Unsecured Debt
Communications Equipment
Plantronics, Inc. (5)(6)4.75%4.75%3/1/2029$4,748 $4,748 $4,677 0.14 %
IT Services
Endure Digital, Inc. (5)6.00%6.00%2/15/20293,125 3,125 3,058 0.09 
Total Unsecured Debt$7,873 $7,735 0.23 %
Warrants
Software
Mermaid EquityCo L.P. - Class B Units (4)4,550,697 $865 $1,320 0.04 %
Total Warrants$865 $1,320 0.04 %
11
Table of Contents
Blackstone Secured Lending Fund
Consolidated Schedule of Investments
March 31, 2021
(in thousands)
(Unaudited)
Investments (1)(5)Reference Rate
and Spread		Interest Rate (2)Maturity
Date		Par
Amount/Units		Cost (3)Fair
Value		Percentage
of Net Assets
Equity
Aerospace & Defense
Corfin Holdco, Inc. - Common Stock (4)2,137,866 $4,767 $5,131 0.15 %
Air Freight & Logistics
Mode Holdings, L.P. - Class A-2 Common Units (4)5,486,923 5,487 5,487 0.16 
Distributors
EIS Acquisition Holdings, LP - Class A Common Units (4)7,519 1,773 1,873 0.06 
Software
Mermaid Equity Co. L.P. - Class A-2 Common Units (4)14,849,355 14,849 16,780 0.50 
Specialty Retail
CustomInk, LLC - Series A Preferred Units (4)384,520 5,200 5,003 0.15 
Total Equity Investments$32,077 $34,273 1.03 %
Total Investments - non-controlled/non-affiliated$6,037,571 $6,081,065 182.85 %
Investments - non-controlled/affiliated
Equity
Insurance
Blackstone Donegal Holdings LP - LP Interests (Westland Insurance Group LTD) (4)(5)(6)(13)$25,645 $24,299 0.73 %
Total Equity$25,645 $24,299 0.73 %
Total Investments - non-controlled/affiliated$25,645 $24,299 0.73 %
Total Investment Portfolio$6,063,216 $6,105,364 183.58 %
Cash and Cash Equivalents
State Street Institutional U.S. Government Money Market Fund$85,090 $85,090 2.56 %
Other Cash and Cash Equivalents206,634 206,634 6.21 
Total Cash and Cash Equivalents$291,724 $291,724 8.77 %
Total Portfolio Investments, Cash and Cash Equivalents$6,354,940 $6,397,088 192.35 %

(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, while 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”) 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 March 31, 2021. As of March 31, 2021, the reference rates for our variable rate loans were the 30-day L at 0.11%, the 90-day L at 0.19% and the 180-day L at 0.21% and P at 3.25%. Variable rate loans typically include an interest reference rate floor feature, which is generally 1.00%. As of March 31, 2021, 88.2% of the portfolio at fair value had a base 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 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.
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Blackstone Secured Lending Fund
Consolidated Schedule of Investments
March 31, 2021
(in thousands)
(Unaudited)
(6)The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of March 31, 2021, non-qualifying assets represented 10.4% 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-affiliatedCommitment TypeCommitment
Expiration Date		Unfunded
Commitment		Fair
Value
First and Second Lien Debt
Albireo Energy, LLCDelayed Draw Term Loan6/23/2022$45,043 $(450)
Albireo Energy, LLCRevolver12/23/20269,009 (90)
ALKU, LLCRevolver3/1/20278,658 — 
Capstone Logistics, LLCDelayed Draw Term Loan11/12/2027547 — 
COP Home Services TopCo IV, Inc.Delayed Draw Term Loan12/31/20222,440 (92)
COP Home Services TopCo IV, Inc.Revolver12/31/20251,941 (62)
Dana Kepner Company, LLCDelayed Draw Term Loan12/29/202129,861 — 
DCA Investment Holding, LLCDelayed Draw Term Loan3/12/20236,391 (48)
DCG Acquisition CorporationDelayed Draw Term Loan6/22/202150,000 — 
Fencing Supply Group Acquisition, LLCDelayed Draw Term Loan2/26/202317,649 (176)
Healthcomp Holding Company, LLCDelayed Draw Term Loan4/27/202223,280 (291)
Integrity Marketing Acquisition, LLCDelayed Draw Term Loan8/27/202520,000 (300)
Integrity Marketing Acquisition, LLCDelayed Draw Term Loan2/7/202214,433 — 
Jayhawk Buyer, LLCDelayed Draw Term Loan10/15/20216,652 — 
Jones Deslauriers Insurance Management, Inc.Delayed Draw Term Loan3/26/202210,832 — 
Jones Deslauriers Insurance Management, Inc. (2nd lien)Delayed Draw Term Loan3/26/20222,318 — 
LD Lower Holdings, Inc.Delayed Draw Term Loan2/8/202319,979 — 
Lytx, Inc.Delayed Draw Term Loan2/28/202216,761 (168)
Monroe Capital Holdings, LLCDelayed Draw Term Loan6/8/202211,963 — 
MRI Software, LLCRevolver2/10/20261,440 — 
MRI Software, LLCDelayed Draw Term Loan1/31/20224,048 — 
NDC Acquisition CorpRevolver3/9/20272,911 — 
NMC Crimson Holdings, Inc.Delayed Draw Term Loan3/1/202331,400 (471)
Omni Intermediate Holdings, LLCDelayed Draw Term Loan12/30/20213,250 — 
Omni Intermediate Holdings, LLCRevolver12/30/2025521 — 
Progress Residential PM Holdings, LLCDelayed Draw Term Loan2/16/202216,623 — 
Qualus Power Services CorpDelayed Draw Term Loan3/26/202315,545 (194)
SEKO Global Logistics Network, LLCDelayed Draw Term Loan12/30/2022800 (11)
SEKO Global Logistics Network, LLCRevolver12/30/2026600 (8)
Spitfire Parent, Inc.Delayed Draw Term Loan3/11/202714,755 (148)
TCFI AEVEX, LLCDelayed Draw Term Loan12/31/202113,158 (132)
The Action Environmental Group, Inc.Delayed Draw Term Loan4/16/20217,992 — 
USALCO, LLCDelayed Draw Term Loan6/1/202211,295 (282)
Westland Insurance Group LTDDelayed Draw Term Loan7/5/202232,536 — 
Total Unfunded Commitments  $454,631 $(2,923)

(8)There are no interest rate floors on these investments.
(9)The interest rate floor on these investments as of March 31, 2021 was 0.75%.
(10)The interest rate floor on these investments as of March 31, 2021 was 1.00%.
(11)The interest rate floor on these investments as of March 31, 2021 was 1.25%.
(12)The interest rate floor on these investments as of March 31, 2021 was 1.50%.




13
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Blackstone Secured Lending Fund
Consolidated Schedule of Investments
March 31, 2021
(in thousands)
(Unaudited)
(13)Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned 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. As of March 31, 2021, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be 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 March 31, 2021, the Company’s non-controlled/affiliated investments were as follows:


Fair value
as of December 31, 2020		Gross AdditionsGross ReductionsChange in Unrealized Gains (Losses)Fair value
as of March 31, 2021		Dividend and Interest Income
Non-controlled/Affiliated Investments
Blackstone Donegal Holdings LP$— $25,645 $— $(1,346)$24,299 $— 
Total$— $25,645 $— $(1,346)$24,299 $— 


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

14
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Blackstone Secured Lending Fund
Consolidated Schedule of Investments
December 31, 2020
(in thousands)

Investments—non-controlled/non-affiliated (1)(5)Reference Rate
and Spread		Interest Rate (2)Maturity
Date		Par
Amount/Units		Cost (3)Fair
Value		Percentage
of Net Assets
First Lien Debt
Aerospace & Defense
Corfin Holdings, Inc. (4)(9)L + 6.00%7.00%2/5/2026$203,463 $200,008 $202,954 6.21 %
MAG DS Corp (9)L + 5.50%6.50%4/1/202787,607 79,610 83,884 2.57 
TCFI AEVEX, LLC (4)(7)(9)L + 6.00%7.00%3/18/2026102,020 100,089 100,868 3.09 
379,707 387,706 11.87 
Air Freight & Logistics
Livingston International Inc. (4)(6)(9)L + 5.75%6.75%4/30/2026122,138 118,447 121,527 3.72 
Mode Purchaser, Inc. (4)(9)L + 6.25%7.25%12/9/2026176,988 173,986 171,235 5.24 
Omni Intermediate Holdings, LLC (4)(5)(7)(9)L + 5.00%6.00%12/30/20265,000 4,875 4,875 0.15 
Omni Intermediate Holdings, LLC - Revolving Term Loan (4)(5)(7)(9)L + 5.00%6.00%12/30/202542 28 28 — 
R1 Holdings, LLC (4)(7)(9)L + 6.00%7.06%1/2/202657,669 56,856 57,093 1.75 
354,192 354,758 10.86 
Building Products
Jacuzzi Brands, LLC (4)(9)L + 6.50%7.50%2/25/202599,228 97,922 95,755 2.93 
Latham Pool Products, Inc. (8)L + 6.00%6.15%6/18/202549,193 47,888 49,117 1.50 
Lindstrom, LLC (4)(9)L + 6.25%7.25%4/7/2025129,650 127,891 127,057 3.89 
The Wolf Organization, LLC (4)(9)L + 6.50%7.50%9/3/202695,750 94,204 96,707 2.96 
Windows Acquisition Holdings, Inc. (4)(5)(9)L + 6.50%7.50%12/29/202662,996 61,737 61,736 1.89 
Windows Acquisition Holdings, Inc. - Revolving Term Loan (4)(5)(7)(9)L + 6.50%7.50%12/29/20254,620 4,620 4,620 0.14 
434,262 434,992 13.31 
Capital Markets
Advisor Group Holdings, Inc. (8)L + 5.00%5.15%7/31/20266,430 5,981 6,390 0.20 
Chemicals
DCG Acquisition Corp. (4)(7)(9)L + 7.50%8.50%9/30/202639,800 38,886 39,402 1.21 
LSF11 Skyscraper US Bidco 2, LLC (4)(6)(9)L + 5.50%6.50%9/29/2027106,878 101,786 106,344 3.25 
LSF11 Skyscraper Holdco S.à r.l, LLC (4)(6)(9)L + 5.50%6.50%9/29/2027335 319 334 0.01 
Polymer Additives, Inc. (8)L + 6.00%6.21%7/31/202529,452 28,400 24,726 0.76 
USALCO, LLC (4)(7)(10)L + 7.25%8.50%6/1/2026166,751 162,734 168,553 5.16 
USALCO, LLC (4)(9)L + 6.50%7.50%6/1/202635,693 34,979 34,979 1.07 
VDM Buyer, Inc. (4)(8)L + 6.75%6.97%4/22/2025€24,023 26,651 28,512 0.87 
VDM Buyer, Inc. (4)(8)L + 6.75%6.97%4/22/202563,089 62,184 61,197 1.87 
455,939 464,046 14.20 
15
Table of Contents
Blackstone Secured Lending Fund
Consolidated Schedule of Investments
December 31, 2020
(in thousands)
Investments—non-controlled/non-affiliated (1)(5)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
Veregy Consolidated, Inc. (9)L + 6.00%7.00%11/3/202720,000 19,413 19,850 0.61 
JSS Holdings, Inc. (4)(9)L + 6.25%7.25%12/17/2027327,174 322,295 322,266 9.86 
The Action Environmental Group, Inc. (4)(7)(10)L + 6.00%7.25%1/16/2026118,275 116,101 113,544 3.47 
457,809 455,660 13.94 
Construction & Engineering
Brand Industrial Services, Inc. (9)L + 4.25%5.25%6/21/20247,884 7,317 7,706 0.24 
COP Home Services TopCo IV, Inc. (4)(5)(7)(9)L + 5.00%6.00%12/31/202716,162 15,482 15,482 0.47 
IEA Energy Services, LLC (8)L + 6.75%7.00%9/25/202430,517 29,556 30,466 0.93 
52,355 53,654 1.64 
Distributors
Bution Holdco 2, Inc. (4)(9)L + 6.25%7.25%10/17/2025123,438 121,467 120,969 3.70 
Dana Kepner Company, LLC (4)(7)(9)L + 6.25%7.25%12/29/202671,667 70,236 70,234 2.15 
EIS Buyer, LLC (4)(11)L + 6.25%7.75%9/30/202581,984 80,687 79,524 2.43 
Fastlane Parent Company, Inc. (8)L + 4.50%4.65%2/4/202612,481 12,285 12,450 0.38 
PSS Industrial Group Corp. (11)L + 6.00%7.50%4/10/202556,162 53,161 39,875 1.22 
SEKO Global Logistics Network, LLC (4)(5)(7)(9)L + 5.00%6.00%12/30/20264,700 4,609 4,608 0.14 
Tailwind Colony Holding Corporation (4)(9)L + 7.50%8.50%11/13/202433,045 32,698 31,971 0.98 
Unified Door & Hardware Group, LLC (4)(9)L + 6.25%7.25%6/30/202591,063 89,440 91,063 2.79 
464,583 450,695 13.79 
Diversified Financial Services
SelectQuote, Inc. (4)(9)L + 6.00%7.00%11/5/202459,714 58,153 60,311 1.85 
Electrical Equipment
Shoals Holdings, LLC (4)(9)L + 3.25%4.25%11/25/2026149,687 145,982 145,944 4.47 
Electronic Equipment, Instruments & Components
Albireo Energy, LLC (4)(5)(7)(9)L + 6.00%7.00%12/23/2026111,978 108,911 108,899 3.34 
Convergeone Holdings, Inc. (8)L + 5.00%5.15%1/4/202614,617 14,187 13,849 0.42 
123,098 122,748 3.76 
Energy Equipment & Services
Abaco Energy Technologies, LLC (4)(11)L + 7.00%8.50%10/4/202458,246 56,934 53,877 1.65 
Tetra Technologies, Inc. (4)(6)(9)L + 6.25%7.25%9/10/202523,296 23,174 21,666 0.66 
80,108 75,543 2.31 
Health Care Equipment & Supplies
Lifescan Global Corporation (8)L + 6.00%6.23%10/1/20245,797 5,633 5,537 0.17 
Surgical Specialties Corp (US) Inc. (4)(6)(8)L + 5.00%5.25%5/7/202532,998 32,036 32,997 1.01 
37,669 38,535 1.18 
16
Table of Contents
Blackstone Secured Lending Fund
Consolidated Schedule of Investments
December 31, 2020
(in thousands)
Investments—non-controlled/non-affiliated (1)(5)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
Epoch Acquisition, Inc. (4)(9)L + 6.75%7.75%10/4/202424,813 24,598 24,689 0.76 
Healthcomp Holding Company, LLC (4)(5)(7)(9)L + 6.00%7.00%10/27/202687,300 84,901 84,827 2.60 
Jayhawk Buyer, LLC (4)(7)(9)L + 5.75%6.75%10/15/2026107,884 105,283 105,187 3.22 
Monroe Capital Holdings, LLC (4)(7)(9)L + 6.75%7.75%9/8/2026107,359 105,317 106,286 3.25 
Odyssey Holding Company, LLC (4)(9)L + 5.75%6.75%11/16/202518,898 18,680 18,898 0.58 
The GI Alliance Management, LLC (4)(7)(9)L + 6.25%7.25%11/4/2024189,409 184,953 180,127 5.51 
523,732 520,014 15.92 
Health Care Technology
Edifecs, Inc. (4)(9)L + 7.50%8.50%9/21/2026263,008 256,739 259,063 7.93 
Project Ruby Ultimate Parent Corp (4)(9)L + 4.25%5.25%2/9/202430,000 29,550 30,075 0.92 
286,289 289,138 8.85 
Hotels, Restaurants & Leisure
Excel Fitness Holdings, Inc (9)L + 5.25%6.25%10/7/202546,588 44,918 42,939 1.31 
Industrial Conglomerates
Tailwind Smith Cooper Intermediate Corporation (8)L + 5.00%5.15%5/28/202630,682 29,746 29,190 0.89 
Insurance
Integrity Marketing Acquisition, LLC (4)(5)(7)(9)L + 6.25%7.25%8/27/202532,651 31,962 31,902 0.98 
SG Acquisition, Inc. (4)(8)L + 5.75%5.90%1/27/2027102,895 101,111 101,352 3.10 
133,073 133,254 4.08 
Interactive Media & Services
Bungie, Inc. (4)(9)L + 6.25%7.25%8/28/202447,200 46,683 47,200 1.44 
Internet & Direct Marketing Retail
Shutterfly, Inc. (9)L + 6.00%7.00%9/25/202626,457 24,488 26,386 0.81 
Donuts, Inc. (4)(7)(9)L + 6.00%7.00%12/29/2026381,538 373,918 373,908 11.44 
398,405 400,294 12.25 
IT Services
Ahead Data Blue, LLC (9)L + 5.00%6.00%10/13/202713,207 12,180 13,025 0.40 
Park Place Technologies, LLC (9)L + 5.00%6.00%11/10/202745,000 43,232 43,350 1.33 
55,412 56,375 1.73 
Machinery
Apex Tool Group, LLC (10)L + 5.25%6.50%8/1/202453,301 52,194 52,845 1.62 
Oil, Gas & Consumable Fuels
Eagle Midstream Canada Finance, Inc (4)(6)(11)L + 6.25%7.75%11/26/2024150,862 149,099 148,599 4.55 
Paper & Forest Products
Pixelle Specialty Solutions, LLC (9)L + 6.50%7.50%10/31/202414,380 14,146 14,373 0.44 
Personal Products
Paula's Choice Holdings, Inc. (4)(9)L + 6.25%7.25%11/17/202555,000 53,523 53,488 1.64 
17
Table of Contents
Blackstone Secured Lending Fund
Consolidated Schedule of Investments
December 31, 2020
(in thousands)
Investments—non-controlled/non-affiliated (1)(5)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
APFS Staffing Holdings, Inc. (8)L + 4.75%4.90%4/15/202618,201 17,922 17,916 0.55 
GI Revelation Acquisition LLC (8)L + 5.00%5.15%4/16/202532,163 29,987 31,681 0.97 
Minotaur Acquisition, Inc. (8)L + 5.00%5.15%3/27/202633,180 31,782 32,641 1.00 
Titan Investment Company, Inc. (4)(5)(8)L + 5.75%5.99%3/20/202742,892 40,812 42,356 1.30 
VT Topco, Inc. (8)L + 3.50%3.65%8/1/20254,866 4,562 4,811 0.15 
125,065 129,405 3.97 
Software
LD Intermediate Holdings, Inc. (4)(9)L + 5.88%6.88%12/9/202217,105 16,633 17,041 0.52 
MRI Software, LLC (4)(5)(7)(9)L + 5.50%6.50%2/10/202622,329 22,081 22,220 0.68 
PaySimple, Inc. (4)(7)(8)L + 5.50%5.65%8/23/202553,058 51,710 51,824 1.58 
Vero Parent, Inc. (9)L + 6.00%7.00%8/16/202445,528 41,661 45,598 1.40 
132,085 136,683 4.18 
Specialty Retail
CustomInk, LLC (4)(9)L + 6.21%7.21%5/3/2026133,125 131,139 130,130 3.98 
Spencer Spirit Holdings, Inc. (8)L + 6.00%6.15%6/19/202645,037 42,941 44,896 1.38 
174,080 175,026 5.36 
Technology Hardware, Storage & Peripherals
Deliver Buyer, Inc. (4)(9)L + 6.25%7.25%5/1/202449,875 48,564 50,187 1.54 
Electronics For Imaging, Inc. (8)L + 5.00%5.15%7/23/202634,650 32,723 29,788 0.90 
Lytx, Inc. (4)(7)(9)L + 6.00%7.00%2/28/202669,313 68,327 69,146 2.12 
149,614 149,121 4.56 
Trading Companies & Distributors
The Cook & Boardman Group, LLC (9)L + 5.75%6.75%10/17/202550,233 49,859 48,035 1.47 
Transportation Infrastructure
Capstone Logistics, LLC (5)(7)(9)L + 4.75%5.75%11/12/20273,053 3,020 3,094 0.09 
Spireon, Inc. (4)(9)L + 6.50%7.50%10/4/202422,961 22,780 22,847 0.70 
25,800 25,941 0.79 
Total First Lien Debt$5,493,561 $5,502,899 168.40 %
Second Lien Debt
Construction & Engineering
COP Home Services TopCo IV, Inc. (4)(5)(9)L + 8.75%9.75%12/31/2028$6,061 $5,925 $5,925 0.18 %
Health Care Technology
Project Ruby Ultimate Parent Corp (4)(5)(9)L + 8.25%9.25%2/10/202517,900 17,542 18,079 0.55 
IT Services
WEB.COM Group, Inc. (8)L + 7.75%7.90%10/9/202615,098 14,485 14,488 0.45 
Software
Epicor Software Corp. (5)(9)L + 7.75%8.75%7/31/202811,186 11,027 11,707 0.36 
Total Second Lien Debt$48,979 $50,199 1.54 %
18
Table of Contents
Blackstone Secured Lending Fund
Consolidated Schedule of Investments
December 31, 2020
(in thousands)
Investments—non-controlled/non-affiliated (1)(5)Reference Rate
and Spread		Interest Rate (2)Maturity
Date		Par
Amount/Units		Cost (3)Fair
Value		Percentage
of Net Assets
Warrants
Software
Mermaid EquityCo L.P. - Class B Units (4)4,550,697 $865 $865 0.03 %
Total Warrants$865 $865 0.03 %
Equity
Aerospace & Defense
Corfin Holdco, Inc. - Common Stock (4)2,137,866 $4,767 $4,767 0.15 %
Air Freight & Logistics
Mode Holdings, L.P. - Class A-2 Common Units (4)5,486,923 5,487 5,487 0.17 
Distributor
EIS Acquisition Holdings, LP - Class A Common Units (4)7,519 1,773 1,873 0.06 
Software
Mermaid EquityCo L.P. - Class A-2 Common Units (4)14,849,355 14,850 14,849 0.45 
Specialty Retail
CustomInk, LLC - Series A Preferred Units (4)384,520 5,200 5,003 0.15 
Total Equity Investments$32,077 $31,979 0.98 %
Total Investment Portfolio$5,575,482 $5,585,942 170.94 %
Cash and Cash Equivalents
State Street Institutional U.S. Government Money Market Fund$29,427 $29,427 0.90 %
Other Cash and Cash Equivalents188,566 188,566 5.77 
Total Cash and Cash Equivalents$217,993 $217,993 6.67 %
Total Portfolio Investments, Cash and Cash Equivalents$5,793,475 $5,803,935 177.61 %
(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. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned 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. As of December 31, 2020, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be 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 March 31, 2019, the Company is not an “affiliated person” of any of its portfolio companies.

7
Table of Contents
Blackstone / GSO Secured Lending Fund
Consolidated Schedule of Investments
March 31, 2019
(in thousands)
(Unaudited)

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”) 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 March 31, 2019. As of March 31, 2019, the reference rates for our variable rate loans were the 30-day L at 2.49%, the 90-day L at 2.60% and the 180-day L at 2.66% and P at 5.50%. Variable rate loans typically include an interest rate floor feature, which is generally 1.00%.
(3)The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(4)These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board (see Note 3 and Note 5), pursuant to the Company’s valuation policy.
(5)Each of the Company’s investments is pledged as collateral, other than the investment in Therma, LLC, under one or more of its credit facilities. A single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.  
(6)The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of March 31, 2019, non-qualifying assets represented 15.7% of total assets as calculated in accordance with regulatory requirements.
(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 cost of the investment. 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:
Investments—non-controlled/non-affiliated (1)(5) Commitment Type 
Commitment
Expiration Date
 
Unfunded
Commitment
 
Fair
Value
First Lien Debt        
Epoch Acquisition, Inc. Delayed Draw Term Loan 10/4/2024 $4,688
 $—
Jacuzzi Brands, Inc. Delayed Draw Term Loan 2/25/2025 12,645
 —
Phoenix Guarantor, Inc. Delayed Draw Term Loan 2/8/2026 2,139
 (29)
R1 Holdings, LLC Delayed Draw Term Loan 1/2/2026 20,165
 —
Spireon, Inc. Delayed Draw Term Loan 10/5/2024 6,375
 —
Tailwind Colony Holding Corporation Delayed Draw Term Loan 10/31/2024 2,943
 —
Tetra Technologies, Inc. Delayed Draw Term Loan 9/10/2025 8,182
 —
The GI Alliance Management, LLC Delayed Draw Term Loan 11/2/2024 26,053
 (260)
Total First Lien Debt Unfunded Commitments     83,190
 (289)
Forward purchase obligation (Note 7)     52,286
 (104)
Total Unfunded Commitments     $135,476
 $(393)

(8)    This investment was held by both the Company and the Middle Market Warehouse as of March 31, 2019. Refer to Note 7.
The accompanying notes are an integral part of these consolidated financial statements


8
Table of Contents
Blackstone / GSO Secured Lending Fund
Consolidated Schedule of Investments
December 31, 2018
(in thousands)

Investments—non-controlled/non-affiliated (1)(5) 
Reference Rate
and Spread
 Interest Rate (2) 
Maturity
Date
 
Par
Amount
 Cost (3) 
Fair
Value
 
Percentage
of Net Assets
First Lien Debt        
  
  
  
Aerospace and Defense        
  
  
  
StandardAero Aviation Holdings, Inc. L + 3.75% 6.27% 7/7/2022 $6,977
 $6,924
 $6,913
 2.92%
Building Products              
American Bath Group, LLC (4) L + 4.25% 7.05% 9/30/2023 4,987
 4,888
 4,838
 2.05
Latham Pool Products, Inc. (4) L + 6.00% 8.80% 6/13/2025 44,618
 42,833
 43,502
 18.40
Ply Gem Midco, Inc. L + 3.75% 6.18% 4/12/2025 3,491
 3,366
 3,194
 1.35
        53,096
 51,087
 51,534
 21.80
Capital Markets              
Advisor Group, Inc. L + 3.75% 6.27% 8/15/2025 998
 994
 983
 0.42
Victory Capital Holdings, Inc. (4)(6) L + 2.75% 5.55% 2/12/2025 1,500
 1,496
 1,487
 0.63
        2,498
 2,490
 2,470
 1.05
Chemicals              
Alchemy US Holdco 1, LLC (4)(6) L + 5.50% 8.17% 10/10/2025 4,000
 3,990
 3,990
 1.69
Polymer Additives, Inc. (4) L + 6.00% 8.52% 7/31/2025 15,053
 14,530
 13,924
 5.89
        19,053
 18,520
 17,914
 7.58
Commercial Services & Supplies              
Allied Universal Holdco LLC L + 3.75% 6.14% 7/28/2022 2,992
 2,850
 2,847
 1.20
Allied Universal Holdco LLC L + 4.25% 6.77% 7/28/2022 7,000
 6,798
 6,703
 2.84
LegalZoom, Inc. (4) L + 4.50% 7.00% 11/20/2024 4,500
 4,472
 4,433
 1.88
Revspring, Inc. (4) L + 4.25% 7.05% 10/11/2025 3,000
 2,993
 2,993
 1.27
TKC Holdings, Inc. L + 3.75% 6.28% 2/1/2023 4,987
 4,851
 4,760
 2.01
        22,479
 21,964
 21,736
 9.20
Construction & Engineering              
IEA Energy Services LLC (4) L + 6.25% 9.05% 9/25/2024 12,000
 11,559
 11,610
 4.91
Containers & Packaging              
Trident TPI Holdings, Inc. L + 3.25% 5.77% 10/17/2024 1,990
 1,961
 1,878
 0.79
Distributors              
Tailwind Colony Holding Corporation (4)(7) L + 7.50% 10.28% 11/13/2024 25,835
 25,514
 25,318
 10.71
Diversified Consumer Services              
American Residential Services, LLC L + 4.00% 6.52% 6/30/2022 1,990
 1,981
 1,950
 0.83
Prime Security Services Borrower, LLC L + 2.75% 5.27% 5/2/2022 1,492
 1,458
 1,427
 0.60
Weight Watchers International, Inc. (6) L + 4.75% 7.56% 11/29/2024 7,500
 7,466
 7,434
 3.14
        10,982
 10,905
 10,811
 4.57
Diversified Financial Services              
PI US MergerCo, Inc.  (6) L + 3.50% 6.02% 12/20/2024 1,990
 1,948
 1,934
 0.82
York Risk Services Holding Corp L + 3.75% 6.27% 10/1/2021 5,984
 5,703
 5,612
 2.37
        7,974
 7,651
 7,546
 3.19
Diversified Telecommunication Services       .
      
Securus Technologies Holdings, Inc. L + 4.50% 7.02% 11/1/2024 4,987
 4,825
 4,813
 2.04
Energy Equipment & Services        
  
  
  
Tetra Technologies, Inc. (4)(6)(7) L + 6.25% 8.72% 9/10/2025 21,818
 21,685
 21,600
 9.14
Health Care Equipment & Supplies              
Lifescan Global Corporation L + 6.00% 8.40% 10/1/2024 41,974
 40,223
 39,770
 16.83
Health Care Providers & Services              
AMGH Holding Corp L + 3.25% 5.68% 4/28/2022 6,982
 6,606
 6,548
 2.77
AMGH Holding Corp L + 4.25% 6.75% 3/14/2025 6,226
 5,904
 5,817
 2.46
Envision Healthcare Corporation L + 3.75% 6.27% 10/10/2025 4,000
 3,760
 3,739
 1.58
Epoch Acquisition, Inc. (4)(7) L + 6.75% 9.13% 10/4/2024 22,500
 22,221
 22,050
 9.33
The GI Alliance Management, LLC (4)(7) L + 6.25% 8.81% 11/2/2024 37,436
 36,711
 36,427
 15.41
Onex TSG Intermediate Corp. (6) L + 4.00% 6.52% 7/31/2022 1,000
 994
 963
 0.41
Orion B Holdings, LLC (4) L + 5.75% 8.21% 11/16/2025 13,628
 13,459
 13,356
 5.65
Prospect Medical Holdings, Inc. L + 5.50% 7.94% 2/22/2024 1,995
 1,983
 1,976
 0.84
Regionalcare Hospital Partners Holding, Inc. L + 4.50% 7.13% 11/16/2025 5,040
 4,845
 4,796
 2.03
U.S Renal Care, Inc. L + 4.25% 7.05% 12/30/2022 2,420
 2,331
 2,311
 0.98
        101,227
 98,814
 97,983
 41.46
Health Care Technology              
Precyse Acquisition Corporation L + 4.50% 7.02% 10/20/2022 2,992
 2,963
 2,869
 1.21
Hotels, Restaurants & Leisure              
Casablanca US Holdings Inc.(4)(6) L + 4.00% 6.53% 3/29/2024 995
 958
 945
 0.40
Hotel Acquisition Company LLC (4)(8) L + 6.00% 8.52% 12/9/2024 93,000
 91,665
 91,650
 38.77
        93,995
 92,623
 92,595
 39.17
Insurance              
Achilles Acquisition LLC L + 4.00% 6.56% 10/8/2025 1,000
 994
 988
 0.42

9
Table of Contents
Blackstone / GSO Secured Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2018
(in thousands)

Investments—non-controlled/non-affiliated (1)(5) 
Reference Rate
and Spread
 Interest Rate (2) 
Maturity
Date
 
Par
Amount
 Cost (3) 
Fair
Value
 
Percentage
of Net Assets
First Lien Debt (continued)        
  
  
  
IT Services        
  
  
  
Tierpoint, LLC L + 3.75% 6.27% 5/6/2024 8,972
 8,470
 8,411
 3.56
WEB.COM Group Inc. L + 3.75% 6.17% 10/10/2025 4,000
 3,934
 3,860
 1.63
        12,972
 12,404
 12,271
 5.19
Machinery              
Apex Tool Group LLC L + 3.75% 6.25% 2/1/2022 4,968
 4,819
 4,802
 2.03
Media              
Champ Acquisition Corporation L + 5.50% 8.13% 12/12/2025 14,925
 14,328
 14,562
 6.16
Entravision Communications Corporation (4)(6) L + 2.75% 5.27% 11/29/2024 1,241
 1,218
 1,160
 0.49
        16,166
 15,546
 15,722
 6.65
Oil, Gas & Consumable Fuels              
Traverse Midstream Partners LLC L + 4.00% 6.60% 9/27/2024 1,995
 1,980
 1,920
 0.81
Professional Services              
GI Revelation Acquisition LLC L + 5.00% 7.52% 4/16/2025 7,264
 7,165
 7,164
 3.03
Real Estate Management & Development              
Forest City Enterprises, L.P. L + 4.00% 6.38% 12/7/2025 5,000
 4,991
 4,896
 2.07
Software              
Banff Merger Sub Inc. L + 4.25% 7.05% 10/2/2025 1,500
 1,477
 1,451
 0.61
Brave Parent Holdings, Inc. L + 4.00% 6.52% 4/18/2025 4,988
 4,952
 4,838
 2.05
Imperva, Inc. (4) L + 4.00% 6.52% 11/7/2025 4,000
 3,975
 3,945
 1.67
Ivanti Software, Inc. L + 4.25% 6.76% 1/20/2024 4,984
 4,917
 4,860
 2.06
LD Intermediate Holdings, Inc. L + 5.88% 8.49% 12/9/2022 2,980
 2,767
 2,705
 1.14
Quest Software US Holdings Inc. (6) L + 4.25% 6.78% 5/18/2025 4,500
 4,471
 4,365
 1.85
Rocket Software, Inc. L + 4.25% 6.77% 11/28/2025 6,000
 5,952
 5,898
 2.50
Vero Parent, Inc. L + 4.50% 7.02% 8/16/2024 2,494
 2,496
 2,471
 1.05
        31,446
 31,007
 30,533
 12.93
Specialty Retail              
Bass Pro Group, LLC L + 5.00% 7.52% 9/25/2024 5,407
 5,350
 5,197
 2.20
EG Group Limited (6) L + 4.00% 6.81% 2/7/2025 3,985
 3,914
 3,850
 1.63
        9,392
 9,264
 9,047
 3.83
Trading Companies & Distributors              
DiversiTech Holdings, Inc. L + 3.00% 5.80% 6/3/2024 995
 965
 946
 0.40
The Hillman Group Inc. L + 4.00% 6.80% 5/31/2025 997
 963
 950
 0.40
LBM Borrower, LLC L + 3.75% 6.25% 8/19/2022 8,000
 7,505
 7,490
 3.17
The Cook & Boardman Group, LLC (4) L + 5.75% 8.54% 10/17/2025 2,500
 2,494
 2,481
 1.05
        12,492
 11,927
 11,867
 5.02
Transportation Infrastructure              
Spireon, Inc. (4)(7) L + 6.50% 9.00% 10/4/2024 22,875
 22,591
 22,418
 9.48
Total First Lien Debt       555,449
 542,395
 538,983
 228.03
Second Lien Debt              
Commercial Services & Supplies              
TKC Holdings, Inc. L + 8.00% 10.53% 2/1/2024 $1,000
 $997
 $987
 0.42%
IT Services              
WEB.COM Group, Inc. L + 7.75% 10.17% 10/9/2026 1,881
 1,867
 1,867
 0.79
Software              
Imperva, Inc. L + 7.75% 10.27% 1/11/2027 1,500
 1,506
 1,500
 0.63
Rocket Software, Inc. L + 8.25% 10.77% 11/27/2027 2,000
 1,988
 1,988
 0.84
        3,500
 3,494
 3,488
 1.47
Total Second Lien Debt       6,381
 6,358
 6,342
 2.68%
Total Investment Portfolio       $561,830
 $548,753
 $545,325
 230.71%
Cash and Cash Equivalents              
State Street Institutional U.S. Government Money
   Market Fund		         $2,000
 $2,000
 0.85%
Other Cash and Cash Equivalents         4,228
 4,228
 1.79
Total Cash and Cash Equivalents         $6,228
 $6,228
 2.64%
Total Portfolio Investments, Cash and Cash Equivalents         $554,981
 $551,553
 233.35%
(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. Debt investments are income producing unless otherwise indicated. Certain portfolio company investments are subject to contractual restrictions on sales. Under 1940 Act, the Company would be deemed to “control” a portfolio company if the Company owned 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. As of December 31, 2018, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company

10
Table of Contents
Blackstone / GSO Secured Lending Fund
Consolidated Schedule of Investments (continued)
December 31, 2018
(in thousands)

owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2018,2020, the Company is not an “affiliated person” of any of its portfolio companies. The total par amount is presented for debt investments, while 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)
(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”) 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 December 31, 2018. As of December 31, 2018, the reference rates for our variable rate loans were the 30-day L at 2.50%, the 90-day L at 2.81% and the 180-day L at 2.88% and P at 5.50%. Variable rate loans typically include an interest rate floor feature, which is generally 1.00%.
(3)The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(4)These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board (see Note 3 and Note 5), pursuant to the Company’s valuation policy.
(5)Each of the Company’s investments is pledged as collateral, under one or more of its credit facilities. A single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.  
(6)The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2018, non-qualifying assets represented 11.3% 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 cost of the investment. 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:
Investments—non-controlled/non-affiliated (1)(5) Commitment Type 
Commitment
Expiration Date
 
Unfunded
Commitment
 
Fair
Value
First Lien Debt        
Epoch Acquisition, Inc. Delayed Draw Term Loan 10/4/2024 $7,500
 $—
Spireon, Inc. Delayed Draw Term Loan 10/5/2024 6,375
 —
Tailwind Colony Holding Corporation Delayed Draw Term Loan 10/31/2024 6,540
 —
Tetra Technologies, Inc. Delayed Draw Term Loan 9/10/2025 8,182
 —
The GI Alliance Management, LLC Delayed Draw Term Loan 11/2/2024 26,053
 (260)
Total First Lien Debt Unfunded Commitments     54,650
 (260)
Forward purchase obligation (Note 7)     29,786
 (222)
Total Unfunded Commitments     $84,436
 $(482)
(8)This investment was held by both the Company and the Middle Market Warehouse as of December 31, 2018. Refer2020. As of December 31, 2020, the reference rates for our variable rate loans were the 30-day L at 0.14%, the 90-day L at 0.24% and the 180-day L at 0.26% and P at 3.25%. Variable rate loans typically include an interest reference rate floor feature, which is generally 1.00%. As of December 31, 2020, 88.0% 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 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 (see Note 2 and Note 5), pursuant to Note 7.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 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, 2020, non-qualifying assets represented 9.7% 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
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Table of Contents
Blackstone Secured Lending Fund
Consolidated Schedule of Investments
December 31, 2020
(in thousands)
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:


Investments—non-controlled/non-affiliatedCommitment TypeCommitment Expiration DateUnfunded CommitmentFair Value
First Lien Debt
Albireo Energy, LLC - Delayed Draw ADelayed Draw Term Loan2/21/2021$25,404 $(254)
Albireo Energy, LLC - Delayed Draw BDelayed Draw Term Loan6/23/202245,043 (450)
Albireo Energy, LLCRevolver12/23/20269,009 (135)
Capstone Logistics, LLCDelayed Draw Term Loan11/12/2027547 — 
COP Home Services TopCo IV, Inc.Delayed Draw Term Loan12/31/20223,328 (92)
COP Home Services TopCo IV, Inc.Revolver12/31/20251,941 (63)
Dana Kepner Company, LLCDelayed Draw Term Loan12/29/202129,861 — 
DCG Acquisition CorporationDelayed Draw Term Loan6/30/202150,000 — 
Donuts, Inc.Revolver12/29/202610,598 — 
Healthcomp Holding Company, LLCDelayed Draw Term Loan4/27/202223,280 (291)
Integrity Marketing Acquisition, LLCDelayed Draw Term Loan2/7/202217,267 — 
Jayhawk Buyer, LLCDelayed Draw Term Loan10/15/202125,173 — 
Lytx, Inc.Delayed Draw Term Loan2/28/202216,761 (168)
Monroe Capital Holdings, LLCDelayed Draw Term Loan6/8/202222,269 — 
MRI Software, LLCDelayed Draw Term Loan1/31/20226,055 (15)
MRI Software, LLCRevolver2/10/20261,516 (38)
Omni Intermediate Holdings, LLCDelayed Draw Term Loan12/30/20213,250 — 
Omni Intermediate Holdings, LLCRevolver12/30/2025514 — 
PaySimple, Inc.Delayed Draw Term Loan8/23/20258,652 — 
R1 Holdings, LLCDelayed Draw Term Loan1/2/20216,851 — 
SEKO Global Logistics Network, LLCDelayed Draw Term Loan12/30/2022800 (12)
SEKO Global Logistics Network, LLCRevolver12/30/2026600 (9)
TCFI AEVEX, LLCDelayed Draw Term Loan12/31/202113,158 (132)
The Action Environmental Group, Inc.Delayed Draw Term Loan4/16/20217,992 — 
The GI Alliance Management, LLCDelayed Draw Term Loan5/3/202285,236 (852)
USALCO, LLCDelayed Draw Term Loan6/1/202211,295 (282)
Windows Acquisition Holdings, Inc.Revolver12/29/20255,880 — 
Total First Lien Debt Unfunded Commitments$432,280 $(2,793)

(8)There are no interest rate floors on these investments.
(9)The interest rate floor on these investments as of December 31, 2020 was 1.00%.
(10)The interest rate floor on these investments as of December 31, 2020 was 1.25%.
(11)The interest rate floor on these investments as of December 31, 2020 was 1.50%.
The accompanying notes are an integral part of these consolidated financial statementsstatements.

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Blackstone / GSO Secured Lending Fund
Notes to Consolidated Financial Statements
(Unaudited)
(in thousands, unless otherwise indicated, except per share data, percentages and as otherwise noted)

Note 1. Organization
Blackstone / GSO Secured Lending Fund (together with its consolidated subsidiaries, the “Company”), is a Delaware statutory trust formed on March 26, 2018, and structured as an externally managed, non-diversified closed-end investment company.  On October 26, 2018, the Company elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”).  In addition, the Company intends to electelected to be treated for U.S. federal income tax purposes, and intends to continue to comply with the requirements to qualify annually, as a regulated investment company (“RIC”), as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company also intends to continue to comply with the requirements prescribed by the Code in order to maintain tax treatment as a RIC.  
The Company’s investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation.  The Company seeks to achieve its investment objective primarily through originated loans and other securities, including syndicated loans, of private U.S. companies, specifically small and middle market companies, typically in the form of first lien senior secured and unitranche loans (including first out/last out loans), and to a lesser extent, second lien, third lien, unsecured and subordinated loans and other debt and equity securities.
The Company is externally managed by GSO Asset ManagementBlackstone Credit BDC Advisors LLC (the “Adviser”), a subsidiary of GSO Capital Partners LP.  GSO Capital Partners. Blackstone Alternative Credit Advisors LP (the “Administrator” and, collectively with its affiliates in the credit-focused business of The Blackstone Group L.P.Inc. ("Blackstone"), “GSOBlackstone Credit,” which, for the avoidance of doubt, excludes Harvest Fund Advisors LLC and Blackstone Insurance Solutions) provides certain administrative and other services necessary for the Company to operate pursuant to an administration agreement (the “Administration Agreement”).  GSOBlackstone Credit is part of the credit-focused platform of The Blackstone Group L.P. (“Blackstone”) and is the primary part of its credit reporting segment. 
The Company is conducting a private offering (the “Private Offering”) of its common shares of beneficial interest (i) to accredited investors, as defined in Regulation D under the Securities Act of 1933, as amended (the “1933 Act”), and (ii) in the case of shares sold outside the United States, to persons that are not “U.S. persons,” as defined in Regulation S under the 1933 Act, in reliance on exemptions from the registration requirements of the 1933 Act. At each closing of the Private Offering, each investor makes a capital commitment (“Capital Commitment”) to purchase shares of the beneficial interest of the Company pursuant to a subscription agreement entered into with the Company.  Investors are required to fund drawdowns to purchase the Company’s shares up to the amount of their Capital Commitments on as as-needed basis each time the Company delivers a notice to investors. 
On October 31, 2018, the Company completedbegan its initial period of closing of capital commitments (the “("Initial Closing Period”") andwhich ended on October 31, 2020. The Company commenced its loan origination and investment activities on November 20, 2018, the date of receipt of the initial drawdown from investors in the Private Offering (the "Initial Drawdown Date").
On October 19, 2018,Effective on December 10, 2020, the Company formed two wholly-owned subsidiaries, BGSL Jackson Hole Funding LLC (“Jackson Hole Funding”) and BGSL Breckenridge Funding LLC (“Breckenridge Funding” and collectively with Jackson Hole Funding, the “SPVs”) both Delaware limited liability companies. These SPVs are consolidated in these consolidated financial statements commencingchanged its name from each SPV’s date of commencement of operations within the entity on November 20, 2018 and December 28, 2018 respectively. “Blackstone / GSO Secured Lending Fund" to “Blackstone Secured Lending Fund”.
Note 2. Significant Accounting Policies
Basis of Presentation
The consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).GAAP.  As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) 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 carrying value for all other assets and liabilities approximates their fair value.
The interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 6 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with USU.S. GAAP are

omitted.  In the opinion of management, all adjustments, consisting solely of normal recurring accruals considered necessary for
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the fair presentation of the consolidated financial statements for the interim period presented, have been included. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, 2019.2021. All intercompany balances and transactions have been eliminated.
Certain prior period information has been reclassified to conform to the current period presentation.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Such amounts could differ from those estimates and such differences could be material. Assumptions and estimates regarding the valuation of investments involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements.
Consolidation
As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the results of the Company’s wholly-owned subsidiaries.

As of March 31, 2021, the Company's consolidated subsidiaries were BGSL Jackson Hole Funding LLC (“Jackson Hole Funding”), BGSL Breckenridge Funding LLC (“Breckenridge Funding”), BGSL Big Sky Funding LLC ("Big Sky Funding") and BGSL Investments LLC ("BGSL Investments").
Cash and Cash Equivalents
Cash and cash equivalents consist of demand deposits and highly liquid investments, such as money market funds, with original maturities of three months or less. Cash and cash equivalents are carried at cost, which approximates fair value. The Company deposits its cash and cash equivalents with financial institutions and, at times, may exceed the Federal Deposit Insurance Corporation insured limit.
Investments
Investment transactions are recorded on the trade date. 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 Financial Accounting Standards Board Accounting Standards CodificationFASB 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 Measurement.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; 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 Company’s BoardBoard.  
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Table of Trustees (the “ContentsBoard”).  
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.
The Company’s Board undertakes a multi-step valuation process each quarter in connection with determining the fair value of the Company’s investments for which reliable market quotations are not readily available, or are available but deemed not reflective of the fair value of an investment, which includes, among other procedures, the following:
•The valuation process begins with each investment being initiallypreliminarily valued by the Adviser’s valuation team in conjunction with the Adviser’s investment professionals responsible for each portfolio investment;
Separately,•In addition, independent valuation firms engaged by the Board prepare valuations of the all the Company’s investments over a de minimis threshold.  The independent valuation firms provide a final range of values on such 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 are compared to the Adviser’s valuations to ensure the Adviser’s valuations are reasonable;
Preliminary valuation conclusions are documented and discussed with the GSO•The Valuation Committee and the Valuation Committee’s conclusions reached are presentedmakes valuation recommendations to the Audit Committee;
•The Audit Committee reviews the assessments ofvaluation recommendations made by the Adviser andAdviser's Valuation Committee, including the independent valuation firmsfirms' valuations, and once approved, recommends valuesthem for each investment toapproval by the Board; and
•The Board discussesreviews 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.firms and other external service providers.

Valuation of each of our investments will generally be made as described above as of the end of each fiscal quarter. In cases where we determine our net asset value ("NAV") at times other than a quarter end, we intend to update the value of securities with market quotations to the most recent market quotation. For securities without market quotations, non-quarterly valuations will generally be the most recent quarterly valuation unless a material event has occurred since the most recent quarter end with respect to the investment. Independent valuation firms are generally not used for non-quarterly valuations.
As part of the valuation process, the Board takes into account relevant factors in determining the fair value of its investments, many of which are loans, including and in combination, as relevant, of: (i) the estimated enterprise value of a portfolio company, (ii) the nature and realizable value of any collateral, (iii) the portfolio company’s ability to make payments based on its earnings and cash flow, (iv) the markets in which the portfolio company does business, (v) a comparison of the portfolio company’s securities to any similar publicly traded securities, and (vi) overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments 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 considers whether the pricing indicated by the external event corroborates its valuation. See “—Note 5. Fair Value MeasurementMeasurements.”
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 March 31, 2021 and December 31, 2020, the Company had $76.5 million and $114.5 million, respectively, of receivables for investments sold. As of March 31, 2021 and December 31, 2020, the Company had $112.2 million and $48.6 million, respectively, of payables for investments purchased.
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Derivative Instruments
The Company recognizes all derivative instruments as assets or liabilities at fair value in its consolidated financial statements. Derivative contracts entered into by the Company are not designated as hedging instruments, and as a result the Company presents changes in fair value through current period gains or losses.
In the normal course of business, the Company has commitments and risks resulting from its investment transactions, which may include those involving derivative instruments. Derivative instruments are measured in terms of the notional contract amount and derive their value based upon one or more underlying instruments. While the notional amount gives some indication of the Company’s derivative activity, it generally is not exchanged, but is only used as the basis on which interest and other payments are exchanged. Derivative instruments are subject to various risks similar to non-derivative instruments including market, credit, liquidity, and operational risks. The Company manages these risks on an aggregate basis as part of its risk management process.

Foreign Currency Transactions
Forward Purchase Agreement
Amounts denominated in foreign currencies are translated into U.S. dollars on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates effective on the last business day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates prevailing on the transaction dates.

The Company is party to a forward purchase agreement pursuant to which the Company may agree to purchase certainincludes net changes in fair values on investments held resulting from foreign exchange rate fluctuations in translation of assets heldand liabilities in the Middle Market Warehouse (defined in Note 7) at a purchase price basedforeign currencies on the costConsolidated Statements of the assetOperations, 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, the warehouse provider plus amountscurrency 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 unpaid interest, original issue discount and structuring fees accrued to the warehouse provider during the time the warehouse provider owned the asset.  comparable U.S. companies or U.S. government securities.
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.
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 months ended March 31, 2021 and 2020, the Company recorded $18.4 million and $3.1 million, respectively, in non-recurring income (e.g. prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts and ticking fees).
PIK Income
The Company may havehas 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 StatementStatements 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 months ended March 31, 2021 and 2020, the Company recorded PIK income of $1.9 million and $2.6 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.  
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Fee Income
The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment, syndication fees as well as fees for managerial assistance rendered by the Company to the portfolio companies.  Such fees are recognized as income when earned or the services are rendered.  
Non-Accrual Income
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full.  Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status.  Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of March 31, 2019 and December 31, 2018, no loans in the portfolio were on non-accrual status.

Organization Expenses and Offering Expenses
Costs associated with the organization of the Company arewere expensed as incurred, subject to the limitations discussed below. These expenses consist primarily of legal fees and other costs of organizing the Company.
Costs associated with the offering of the Company’s shares will beare capitalized as “deferred offering costs” on the Consolidated Statements of Assets and Liabilities and amortized over a twelve-month period from incurrence, subject to the limitation below.  These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s continuous Private Offering of its shares. Upon the expiration of the Initial Closing Period, the Company expensed the remaining deferred offering costs.
The Company will not bear more than an amount equal to 0.10% of the aggregate Capital Commitments of the Company for organization and offering expenses in connection with the offering of shares. If actual organization and offering costs incurred exceed 0.10% of the Company’s total Capital Commitments, the Adviser or its affiliate will bear the excess costs.  To the extent the Company’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Company’s behalf provided that the total organization and offering costs borne by the Company do not exceed 0.10% of total Capital Commitments and provided further that the Adviser of its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement.
The Company’s initial organization costs of $0.7 million were expensed as incurred during the year ended December 31, 2018. For the three months ended March 31, 2019,2021 and 2020, the Company did not accrue any organization costs. For the three months ended March 31, 2021 and 2020, the Company accrued offering costs of $0.2 million.$0.0 million and $0.3 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 using the straight-line method. Deferred financing costs related to revolving credit facilities are presented separately as an asset on the Company’s Statements of Assets and Liabilities.  Debt issuance costs related to any issuance of installment debt or notes are presented net against the outstanding debt balance of the related security.
Income Taxes
The Company has elected to be treated as a BDC under the 1940 Act.  The Company also intends to electhas elected to be treated as a RIC under the Code for the taxable year ended December 31, 2018.Code.  So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Rather, any tax liability related to income earned and distributed by the Company would represent obligations of the Company’s investors and would not be reflected in the consolidated financial statements of the Company.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions
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regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.
To qualify for and maintain qualification as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its shareholders, for each taxable year, at least 90% of the sum of (i) its “investment company taxable income” for that year (without regard to the deduction for dividends paid), which is generally its ordinary income plus the excess, if any, of its realized net short-term capital gains over its realized net long-term capital losses and (ii) its net tax-exempt income.
In addition, based on the excise tax distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner in each taxable year an amount at least equal to the sum of (1)(i) 98% of its ordinary income for the calendar year, (2)(ii) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3)(iii) any income realized, but not distributed, in prior years. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed.

For the three months ended March 31, 2021 and 2020, the Company incurred $(0.3) million and $0.1 million, respectively, of U.S. federal excise tax.
Distributions
To the extent that the Company has taxable income available, the Company intends to make quarterly distributions to its shareholders.  Distributions to shareholders are recorded on the record date.  All distributions will be paid at the discretion of ourthe Board and will depend on ourthe Company's earnings, financial condition, maintenance of ourthe Company's tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as ourthe Board may deem relevant from time to time.  
The Company has adopted a dividend reinvestment plan, pursuant to which it will reinvest all cash dividends declared by the Board on behalf of its shareholders who do not elect to receive their dividends in cash as provided below. As a result, if the Board and the Company declares, a cash dividend or other distribution, then the Company’s shareholders who have not opted out of its dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash dividend or other distribution.  Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.  A participating shareholder will receive an amount of shares equal to the amount of the distribution on that participant’s shares divided by the most recent quarter-end net asset value (“NAV”) per share that is available on the date such distribution was paid (unless the Board determines to use the NAV per share as of another time). Shareholders who receive distributions in the form of shares will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions; however, since their cash distributions will be reinvested, those shareholders will not receive cash with which to pay any applicable taxes.  The Company intends to use newly issued shares to implement the plan.  Shares issued under the dividend reinvestment plan will not reduce outstanding Capital Commitments.
Recent Accounting Pronouncements
In August 2018,March 2020, the FASB issued ASU 2018-13, Disclosure Framework – ChangesNo. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the Disclosure Requirements for Fair Value Measurement,FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which changesexpanded the fair value disclosure requirements. The new guidance includes new, eliminatedscope of Topic 848 to include derivative instruments impacted by discounting transition. ASU 2020-04 and modified fair value disclosures. Among other requirements, the guidance requires disclosure of the range and weighted average of the significant unobservable inputs for Level 3 fair value measurements and the way it is calculated. The guidance also eliminated the following disclosures: (i) amount and reason for transfers between Level 1 and Level 2, (ii) policy for timing of transfers between levels of the fair value hierarchy and (iii) valuation processes for Level 3 fair value measurement. The guidance isASU 2021-01 are effective for all entities for interimthrough December 31, 2022. The expedients and annual periods beginningexceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 15, 2019. Early adoption is permitted upon issuance31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the guidance.hedging relationship. The Company is currently evaluating the impact of the adoption of this guidance is not expected to have a material effectASU 2020-04 and 2021-01 on the Company’sits consolidated financial statements.
In August 2018, the SEC adopted amendments to certain disclosure requirements intended to eliminate redundant, duplicative, overlapping, outdated, or superseded, in light of other SEC disclosure requirements, US GAAP requirements, or changes in the information environment in its Disclosure Update and Simplification release (the “DUS Release”). In part, the DUS Release requires an investment company to present distributable earnings in total, rather than showing the three components of distributable earnings. The compliance date for the DUS Release was for all filings on or after November 5, 2018. The Company has adopted the DUS Release on November 5, 2018, which did not have a material impact on the Company’s consolidated financial statements.
Note 3. Agreements and Related Party Transactions
Investment Advisory Agreement
On October 1, 2018, the Company entered into an investment advisory agreement with the Adviser (the “Investment Advisory AgreemenAgreementt””), pursuant to which the Adviser 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 Company pays the Adviser a fee for its services under the Investment Advisory Agreement consisting of two components: a management fee and an incentive fee. The cost of both the management fee and the incentive fee will ultimately be borne by the shareholders. The initial term of the Investment Advisory Agreement was two years from October 1, 2018, and on May 6, 2020, it was renewed and approved by the Board, including a majority of trustees who are not parties to the Investment Advisory Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) (the “Independent Trustees”), for a one-year period. Unless earlier terminated, the Investment Advisory Agreement will renew automatically for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of the Board and by the vote of a majority of the Independent Trustees.
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Base Management Fee
The management fee is payable quarterly in arrears at an annual rate of (i) prior to a quotation or listing of the Company’s securities on a national securities exchange (including through an initial public offering) or a sale of all or

substantially all of its assets to, or a merger or other liquidity transaction with, an entity in which the Company’s shareholders receive shares of a publicly-traded company which continues to be managed by the Adviser or an affiliate thereof (“Exchange Listing”), 0.75%, and (ii) following an Exchange Listing, 1.0%, in each case of the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters. For purposes of the Investment Advisory Agreement, gross assets means the Company’s total assets determined on a consolidated basis in accordance with U.S. GAAP, excluding undrawn commitments but including assets purchased with borrowed amounts. For the first calendar quarter in which the Company hashad operations, gross assets will bewere measured as the average of gross assets at the Initial Drawdown Date and at the end of such first calendar quarter. If an Exchange Listing occurs on a date other than the first day of a calendar quarter, the management fee shallwill be calculated for such calendar quarter at a weighted rate calculated based on the fee rates applicable before and after the Exchange Listing based on the number of days in such calendar quarter before and after the Exchange Listing.
DuringFor the three months ended March 31, 2019,2021 and 2020, base management fees were $1.5$11.7 million all of which was unpaid asand $6.5 million, respectively. As of March 31, 2019. As of2021 and December 31, 2018, $0.32020, $11.7 million and $10.3 million, respectively, was payable to the Adviser relating to management fees.
Incentive Fees
The incentive fee consists of two parts. components that are determined independently of each other, with the result that one component may be payable even if the other is not. One component is based on income and the other component is based on capital gains, each as described below:
(i) Income based incentive fee:
The first part of the incentive fee, an income based incentive fee, is calculated and payable quarterly in arrears based on the Company’s pre-incentive fee net investment income as defined in the Investment Advisory Agreement.  Pre-incentive fee net investment income means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Company’s net assets at the end of the immediateimmediately preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee.  Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities)), accrued income that the Company has not yet received in cash.  Pre-incentive fee net investment income excludes any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The Company excludes the impact of expense support payments and reimbursementsrecoupments from pre-incentive fee net investment income.
The Company pays its Adviser an income based incentive fee with respect to the Company’s pre-incentive fee net investment income in each calendar quarter as follows:  
•No income based incentive fee if the Company’s pre-incentive fee net investment income, expressed as a return on the value of our net assets at the end of the immediately preceding calendar quarter, does not exceed the hurdle rate of 1.5%;
•100% of the Company’s pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than or equal to 1.76% (7.06% annualized) prior to an Exchange Listing, or 1.82% (7.27% annualized) following an Exchange Listing, of the value of the Company’s net assets.  This “catch-up” portion is meant to provide the Adviser with approximately 15% prior to an Exchange Listing, or 17.5% following an Exchange Listing, of the Company’s pre-incentive fee net investment income as if a hurdle rate did not apply if the “catch up” is achieved.  achieved; and
•15% prior to an Exchange Listing, or 17.5% following an Exchange Listing, of the Company’s pre-incentive fee net investment income, if any, that exceeds the “catch-up” provision.rate of return of 1.76% (7.06% annualized) prior to an Exchange Listing, or 1.82% (7.27% annualized) following an Exchange Listing.
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These calculations are prorated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. If an Exchange Listing occurs on a date other than the first day of a calendar quarter, the income based incentive fee with respect to the Company’s pre-incentive fee net investment income shall be calculated for such calendar quarter at a weighted rate calculated based on the fee rates applicable before and after the Exchange Listing based on the number of days in such calendar quarter before and after the Exchange Listing.
(ii) Capital gains based incentive fee:
The second part of the incentive fee, a capital gains incentive fee, will be determined and payable in arrears as of the end of each calendar year in an amount equal to 15% prior to an Exchange Listing, or 17.5% following an Exchange Listing, of realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees as calculated in accordance with U.S. GAAP.  The Company will accrue, but will not pay, a

capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Adviser if the Company were to sell the relevant investment and realize a capital gain.  
For the three months ended March 31, 2021 and 2020, the Company accrued income based incentive fees of $14.3 million and $8.3 million, respectively. As of March 31, 2019,2021 and December 31, 2020, $14.3 million and $15.3 million, respectively, was payable to the Adviser for income based incentive fees.
For the three months ended March 31, 2021 and 2020, the Company accrued $1.1 million and $0.5 million of income based incentive fee and capital gains incentive fee, respectively, all of which was unpaid as of March 31, 2019. As of December 31, 2018, there was no income based or capital gains incentive fees of $5.4 million and $(4.2) million, respectively. As of March 31, 2021 and December 31, 2020, the Company had accrued capital gains incentive fees of $6.5 million and $1.1 million, respectively, none of which was payable toon such date under the Adviser.Investment Advisory Agreement.
Administration Agreement
On October 1, 2018, the Company entered into an Administration Agreement with GSO.the Administrator.  Under the terms of the Administration Agreement, the Administrator provides, or oversees the performance of, administrative and compliance services, including, but not limited to, maintaining financial records, overseeing the calculation of NAV, compliance monitoring (including diligence and oversight of the Company’s other service providers), preparing reports to shareholders and reports filed with the United States Securities and Exchange Commission (“SEC”), preparing materials and coordinating meetings of the Company’s Board, managing the payment of expenses and the performance of administrative and professional services rendered by others and providing office space, equipment and office services. The Administrator may also offer to provide, on the Company’s behalf, managerial assistance to the Company’s portfolio companies. The initial term of the agreement iswas two years from October 1, 2018, and unlesson May 6, 2020, it was renewed and approved by the Board and a majority of the Independent Trustees for a one-year period. Unless earlier terminated, earlier, the Administration Agreement will renew automatically for successive annual periods, provided that such continuance is approved at least annually by (i) the vote of the Board or by a majority vote of the outstanding voting securities of the Company and (ii) the vote of a majority of the Company’s independent trustees.Independent Trustees.  
For providing these services, the Company will reimburse the Administrator for its costs, expenses and allocable portion of overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) the Company’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, information technology, operations and other non-investment professionals at the Administrator that perform duties for the Company; and (iii) any internal audit group personnel of Blackstone or any of its affiliates.affiliates. The Administrator has elected to foregoforgo any reimbursement for rent and other occupancy costs fromfor the commencement of operations throughthree months ended March 31, 2019.2021 and 2020.
For the three months ended March 31, 2019,2021 and 2020, the Company incurred $0.4$0.5 million and $0.6 million, respectively, in expenses under the Administration Agreement, which were recorded in administrative service expenses in the Company’s Consolidated StatementStatements of Operations. As of March 31, 20192021 and December 31, 2018, $0.82020, $0.5 million and $0.4$1.1 million, respectively, was unpaid and included in due"due to affiliateaffiliates" in the Consolidated Statements of Assets and Liabilities.  
Sub-Administration and Custody Agreement
On October 1, 2018, the Administrator entered into a sub-administration agreement (the “Sub-Administration Agreement”) with State Street Bank and Trust Company (the “Sub-Administrator”) under which the Sub-Administrator provides various accounting and administrative services to the Company.  The Sub-Administrator also serves as the Company’s
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custodian (the “Custodian”).  The initial term of the Sub-Administration Agreement is two years from the effective date and after expiration of the initial term and the Sub-Administration Agreement shall automatically renew for successive one-year periods, unless a written notice of non-renewal is delivered prior to 120 days prior to the expiration of the initial term or renewal term.    
For the three months ended March 31, 2019, the Company incurred expenses for services provided by the Sub-Administrator and the Custodian of $0.1 million in the aggregate, which were recorded in other general and administrative expenses in the Company’s Statement of Operations.  
Expense Support and Conditional Reimbursement Agreement
On December 12, 2018, the Company entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Adviser. The Adviser may elect to pay certain expenses of the Company on the Company’s behalf (each, an “Expense Payment”), provided that no portion of the payment will be used to pay any interest of the Company. Any Expense Payment that the Adviser has committed to pay shallmust 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 quarter 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 quarter (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 quarter 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).
No Reimbursement Payment for any calendar quarter shall be made if the annualized rate of regular cash distributions declared by the Company on record dates in the applicable calendar quarter of such Reimbursement Payment is less than the annualized rate of regular cash distributions declared by the Company on record dates in the calendar quarter in which the Expense Payment was committed to which such Reimbursement Payment relates. 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 quarter.

The Adviser has elected to forgo its right to receive such payment for all periods through March 31, 2019.following table presents a summary of Expense Payments and the related Reimbursement Payments since the Company's commencement of operations:

For the Quarters EndedExpense Payments by AdviserReimbursement Payments to AdviserUnreimbursed Expense Payments
December 31, 2018$1,696 $(1,696)$— 
March 31, 2019570 (570)— 
Total$2,266 $(2,266)$— 
As of March 31, 2019, since the commencement of operations, the Adviser had made2021 there was no unreimbursed Expense Payments in the amount of $2.3 million.remaining. For the three months ended March 31, 2019,2020, the Company made Reimbursement Payments related to Expense Payments by the Adviser made Expense Support Payments in the amount of $0.6$0.4 million. For the three months ended March 31, 2019, the Company did not reimburse any amounts of expense support to the Adviser. The Company may or may not reimburse remaining expense support in the future.
Board of Trustees
The Company’s Board currently consists of seven members, four of whom are independent trustees. The Board has established an Audit Committee of the Board and a Nominating and Governance Committee (the “Nominating Committee”) of the Board and may establish additional committees in the future.
Note 4. Investments
The following table summarizes the composition of the Company’s investment portfolio at cost and fair value was as of March 31, 2019 and December 31, 2018:follows:
March 31, 2021December 31, 2020
CostFair Value% of Total
Investments at
Fair Value		CostFair Value% of Total
Investments at
Fair Value
First lien debt$5,956,489 $5,996,005 98.21 %$5,493,561 $5,502,899 98.51 %
Second lien debt40,268 41,732 0.68 48,979 50,199 0.90 
Unsecured debt7,873 7,735 0.13 — — — 
Equity investments58,586 59,892 0.98 32,942 32,844 0.59 
Total$6,063,216 $6,105,364 100.00 %$5,575,482 $5,585,942 100.00 %
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 March 31, 2019 December 31, 2018
 Cost Fair Value % of Total
Investments at
Fair Value		 Cost Fair Value % of Total
Investments at
Fair Value
First lien debt$914,573
 $916,462
 98.00% $542,395
 $538,983
 98.84%
Second lien debt18,497
 18,734
 2.00
 6,358
 6,342
 1.16
Total$933,070
 $935,196
 100.00% $548,753
 $545,325
 100.00%

The industry composition of investments at fair value as of March 31, 2019 and December 31, 2018 was as follows:
March 31, 2019 December 31, 2018March 31, 2021December 31, 2020
Aerospace & Defense0.75% 1.27%Aerospace & Defense6.45 %7.03 %
Air Freight & Logistics3.68
 —
Air Freight & Logistics5.97 6.44 
Building Products13.18
 9.46
Building Products8.37 7.79 
Capital Markets—
 0.45
Capital Markets— 0.11 
Chemicals3.36
 3.29
Chemicals6.56 8.31 
Commercial Services & Supplies4.14
 4.17
Commercial Services & Supplies7.50 8.16 
Communications EquipmentCommunications Equipment0.08 — 
Construction & Engineering10.05
 2.13
Construction & Engineering0.87 1.07 
Containers & Packaging—
 0.34
Distributors6.82
 4.64
Distributors7.36 8.10 
Diversified Consumer Services2.37
 1.98
Diversified Financial Services0.60
 1.38
Diversified Financial Services0.98 1.08 
Diversified Telecommunication Services—
 0.88
Electrical EquipmentElectrical Equipment1.40 2.61 
Electronic Equipment, Instruments & Components1.54
 —
Electronic Equipment, Instruments & Components2.12 2.19 
Electric UtilitiesElectric Utilities0.68 — 
Energy Equipment & Services2.31
 3.96
Energy Equipment & Services1.08 1.35 
Health Care Equipment & Supplies5.07
 7.29
Health Care Equipment & Supplies— 0.69 
Health Care Providers & Services12.17
 17.97
Health Care Providers & Services10.48 9.31 
Health Care Technology0.31
 0.53
Health Care Technology4.90 5.50 
Hotels, Restaurants & Leisure9.95
 16.98
Hotels, Restaurants & Leisure0.56 0.77 
Industrial ConglomeratesIndustrial Conglomerates0.49 0.52 
Insurance—
 0.18
Insurance5.12 2.39 
Interactive Media & ServicesInteractive Media & Services0.77 0.84 
Internet & Direct Marketing RetailInternet & Direct Marketing Retail6.57 7.17 
IT Services7.17
 2.59
IT Services0.79 1.27 
Leisure ProductsLeisure Products0.11 — 
Machinery0.51
 0.88
Machinery0.46 0.95 
Media6.01
 2.88
Oil, Gas & Consumable Fuels—
 0.35
Oil, Gas & Consumable Fuels2.43 2.66 
Paper & Forest ProductsPaper & Forest Products0.11 0.26 
Personal ProductsPersonal Products0.89 0.96 
Professional Services4.30
 1.31
Professional Services3.98 2.32 
Real Estate Management & Development—
 0.90
Real Estate Management & Development0.89 — 
Software1.07
 6.24
Software5.49 2.94 
Specialty Retail1.19
 1.66
Specialty Retail2.98 3.22 
Technology Hardware, Storage & PeripheralsTechnology Hardware, Storage & Peripherals2.33 2.67 
Trading Companies & Distributors1.01
 2.18
Trading Companies & Distributors0.80 0.86 
Transportation Infrastructure2.44
 4.11
Transportation Infrastructure0.43 0.46 
Total100.00% 100.00%Total100.00 %100.00 %
The geographic composition of investments at cost and fair value as of March 31, 2019 and December 31, 2018 was as follows:
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March 31, 2019March 31, 2021
Cost Fair Value 
% of Total
Investments at
Fair Value
 
Fair Value
as % of Net
Assets
CostFair Value% of Total
Investments at
Fair Value		Fair Value
as % of Net
Assets
United States$875,263
 $877,749
 93.85
 138.72%United States$5,624,161 $5,661,076 92.72 %170.22 %
Luxembourg53,900
 $53,556
 5.73
 8.46
CanadaCanada404,772 410,249 6.72 12.34 
United Kingdom3,907
 3,891
 0.42
 0.62
United Kingdom34,283 34,039 0.56 1.02 
Total$933,070
 $935,196
 100.00% 147.80%Total$6,063,216 $6,105,364 100.00 %183.58 %


December 31, 2020
CostFair Value% of Total Investments at Fair ValueFair Value as % of Net Assets
United States$5,205,832 $5,209,138 93.25 %159.41 %
Canada267,544 270,126 4.84 8.27 
Germany102,106 106,678 1.91 3.26 
Total$5,575,482 $5,585,942 100.00 %170.94 %

As of March 31, 2021 and December 31, 2020, no loans in the portfolio were on non-accrual status.

As of March 31, 2021 and December 31, 2020, on a fair value basis, approximately 99.9% and 100.0%, respectively, of our performing debt investments bore interest at a floating rate and approximately 0.1% and 0.0%, respectively, of our performing debt investments bore interest at a fixed rate.
 December 31, 2018
 Cost Fair Value 
% of Total
Investments at
Fair Value
 
Fair Value
as % of Net
Assets
United States$542,891
 $539,541
 98.94% 228.26%
United Kingdom5,862
 5,784
 1.06
 2.45
Total$548,753
 $545,325
 100.00% 230.71%

Note 5. Fair Value Measurements
The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date.  
The fair value hierarchy under ASC 820 prioritizes the inputs to valuation methodology used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:
•Level 1: Inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.
•Level 2:  Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities and certain over-the-counter derivatives where the fair value is based on observable inputs.
•Level 3:  Inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include debt and equity investments in privately held entities, collateralized loan obligations (“CLOs”) and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.  Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfer occurs.
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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 these debt investments held by the Company are substantially illiquid with no active transaction market, the Company depends on primary market data, including newly funded transactions, as well as secondary market data with respect to high yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable.  The fair value of loans with call protection is generally capped at par plus applicable prepayment premium in effect at the measurement date.  
The following table presents the fair value hierarchy of investments asfinancial instruments:
March 31, 2021
Level 1Level 2Level 3Total
First lien debt$— $661,298 $5,334,707 $5,996,005 
Second lien debt— 15,144 26,588 41,732 
Unsecured debt— 7,735 — 7,735 
Equity investments— — 59,892 59,892 
Total$— $684,177 $5,421,187 $6,105,364 

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Table of March 31, 2019 and December 31, 2018:
Contents
March 31, 2019December 31, 2020
Level 1 Level 2 Level 3 TotalLevel 1Level 2Level 3Total
First lien debt$—
 $388,777
 $527,685
 $916,462
First lien debt$— $774,421 $4,728,478 $5,502,899 
Second lien debt—
 5,916
 12,818
 18,734
Second lien debt— 26,196 24,003 50,199 
Total Investments—
 394,693
 540,503
 935,196
Forward purchase obligation—
 —
 (104) (104)
Equity investmentsEquity investments— — 32,844 32,844 
Total$—
 $394,693
 $540,399
 $935,092
Total$— $800,617 $4,785,325 $5,585,942 
 December 31, 2018
 Level 1 Level 2 Level 3 Total
First lien debt$—
 $210,858
 $328,125
 $538,983
Second lien debt—
 6,342
 —
 6,342
Total Investments—
 217,200
 328,125
 545,325
Forward purchase obligation—
 —
 (222) (222)
Total$—
 $217,200
 $327,903
 $545,103

The following table presents changes in the fair value of financial instruments for which Level 3 inputs were used to determine the fair value as of and forvalue:
Three Months Ended March 31, 2021
First Lien 
Debt		Second Lien 
Debt		Equity InvestmentsTotal Investments
Fair value, beginning of period$4,728,478 $24,003 $32,844 $4,785,325 
Purchases of investments925,693 19,859 25,644 971,196 
Proceeds from principal repayments and sales of investments(379,750)(17,900)— (397,650)
Accretion of discount/amortization of premium14,916 363 — 15,279 
Net realized gain (loss)623 — — 623 
Net change in unrealized appreciation (depreciation)22,999 263 1,404 24,666 
Transfers into Level 3 (1)
123,759 — — 123,759 
Transfers out of Level 3 (1)
(102,011)— — (102,011)
Fair value, end of period$5,334,707 $26,588 $59,892 $5,421,187 
   Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of March 31, 2021 included in net unrealized appreciation (depreciation) on the Consolidated Statements of Operations$29,466 $800 $1,403 $31,669 

Three Months Ended March 31, 2020
First Lien 
Debt		Second Lien DebtEquity InvestmentsTotal Investments
Fair value, beginning of period$2,241,393 $— $13,920 $2,255,313 
Purchases of investments747,842 — 4,456 752,298 
Proceeds from principal repayments and sales of investments(80,671)— — (80,671)
Accretion of discount/amortization of premium4,143 — — 4,143 
Net realized gain (loss)286 — — 286 
Net change in unrealized appreciation (depreciation)(233,447)— (2,622)(236,069)
Transfers into Level 3 (1)
221,845 — — 221,845 
Transfers out of Level 3 (1)
(58,725)— — (58,725)
Fair value, end of period$2,842,666 $— $15,754 $2,858,420 
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of March 31, 2020 included in net unrealized appreciation (depreciation) on the Consolidated Statements of Operations$(233,460)$— $(2,622)$(236,082)
(1)    For the three months ended March 31, 2019:2021 and 2020, transfers into or out of Level 3 were primarily due to decreased or increased price transparency, respectively.
 Three Months Ended March 31, 2019
 First Lien Debt Second Lien Debt 
Forward Purchase
Obligation
 Total
Fair value, beginning of period$328,125
 $—
 $(222) $327,903
Purchases of investments260,286
 11,082
 —
 271,368
Proceeds from principal repayments and sales of investments(12,770) —
 —
 (12,770)
Accretion of discount/amortization of premium360
 3
 —
 363
Net change in unrealized appreciation (depreciation)2,809
 194
 118
 3,121
Transfers into Level 3 (1)
9,067
 1,539
 —
 10,606
Transfers out of Level 3 (1)
(60,192) —
 —
 (60,192)
Fair value, end of period$527,685
 $12,818
 $(104) $540,399
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of March 31, 2019 included in net unrealized appreciation (depreciation) on the Consolidated Statement of Operations$2,770
 $194
 $118
 $3,082
(1)For the three months ended March 31, 2019, transfers into Level 3 were primarily due to decreased price transparency. For the three months ended March 31, 2019, transfers out of Level 3 were primarily due to increased price transparency.
The following table presents quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments as of March 31, 2019 and December 31, 2018.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.
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 March 31, 2019
       Range  
 Fair Value 
Valuation
Technique
 
Unobservable
Input
 Low High 
Weighted
Average
Investments in first lien debt$425,711
 Yield analysis Discount rate 8.21% 10.04% 8.93%
 101,974
 Broker quotations Broker quoted price 91.50
 100.31
 97.21
 527,685
          
Investments in second lien debt12,818
 Broker quotations Broker quoted price 98.75
 100.25
 100.07
Forward purchase obligation (1)
(104) Yield analysis Discount rate 8.37% 9.21% 8.64%
Total$540,399
          


March 31, 2021
Range
Fair ValueValuation TechniqueUnobservable InputLowHigh
Weighted Average (1)
Investments in first lien debt$4,832,343 Yield analysisDiscount rate4.28 %11.07 %7.96 %
502,364 Market quotationsBroker quoted price80.00100.7597.51
5,334,707 
Investments in second lien debt5,970 Yield analysisDiscount rate10.66 %10.66 %10.66 %
20,618 Market quotationsBroker quoted price101.25101.25101.25
26,588 
Investments in warrant1,320 Option pricing modelExpected volatility25.00 %25.00 %25.00 %
Investments in equity58,572 Market approachPerformance multiple8.50x13.25x12.19x
Total$5,421,187 

December 31, 2020
Range
Fair ValueValuation TechniqueUnobservable InputLowHigh
Weighted Average (1)
Investments in first lien debt$4,255,348 Yield analysisDiscount rate5.85 %10.98 %7.79 %
468,483 Market quotationsBroker quoted price98.00100.6399.05
4,647 Recent transactionRecent transaction97.50100.0099.99
4,728,478 
Investments in second lien debt5,924 Yield analysisDiscount rate10.26 %10.26 %10.26 %
18,079 Market quotationsBroker quoted price101.00101.00101.00
24,003 
Investments in warrant865 Option pricing modelExpected volatility25.00 %25.00 %25.00 %
Investments in equity31,979 Market approachPerformance multiple9.17x13.25x10.60x
Total$4,785,325 
 December 31, 2018
       Range  
 Fair Value 
Valuation
Technique
 
Unobservable
Input
 Low High 
Weighted
Average
Investments in first lien debt$232,818
 Yield analysis Discount rate 8.84% 9.90% 9.34%
 95,307
 Broker quotations Broker quoted price 92.50
 99.75
 96.91
 328,125
          
Forward purchase obligation (1)
(222) Yield analysis Discount rate 9.13% 9.13% 9.13%
Total$327,903
          

(1)The forward purchase obligation is valued as the excess of the (a) agreed upon purchase price under the Forward Purchase Agreement over the (b) fair value of the underlying investments, which is calculated in the same manner as the Company’s debt investments. Refer to Note 7 for additional information.
(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 brokermarket quotations are the broker quoted prices which may include quotes from brokers, dealers andprovided by independent pricing services as indicated by comparable investments.services. The significant unobservable input used under the market approach is the performance multiple. Significant increases in discount rates would result in a significantly lower fair value measurement. Significant decreases in broker quoted prices or performance multiples would result in a significantly lower fair value measurement.
Due to the inherent uncertainty 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
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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.
Financial Instruments Not Carried at Fair Value
Debt

The fair value of the Company’s credit facilities, which would be categorized as Level 3 within the fair value hierarchy, as of March 31, 2021 and December 31, 2020, approximates their carrying value as the credit facilities have variable interest based on selected short term rates.

The fair value of the Company’s 2023 Notes, 2026 Notes and New 2026 Notes (as defined in Note 6), which would be categorized as Level 2 within the fair value hierarchy, as of March 31, 2021 was $417.3 million, $827.8 million and $397.9 million, respectively, based on vendor pricing received by the Company. As of December 31, 2020, the fair value of the Company’s 2023 Notes and 2026 Notes was $416.2 million and $823.2 million, respectively.

Other

The carrying amounts of the Company’s financial assets and liabilities, other than investments at fair value and the 2023 Notes, the 2026 Notes and the New 2026 Notes (as defined in Note 6), 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 March 31, 20192021 and December 31, 2018,2020, the Company’s asset coverage was 322.8%212.0% and 227.8%230.0%, respectively.
Subscription Facility
On November 6, 2018,The following wholly-owned subsidiaries of the Company have entered into a revolving credit facility (thesecured financing facilities, as described below: Jackson Hole Funding, Breckenridge Funding and Big Sky Funding which are collectively referred to as the “Subscription Facility”SPVs”) with Bank of America, N.A., and the secured financing facilities described below are collectively referred to as the administrative agent, the sole lead arranger, the letter of credit issuer and a lender, and the other lenders from time to time party thereto.“SPV Financing Facilities”.

The maximum commitment amountobligations of each SPV to the lenders under the applicable SPV Financing Facility are secured by a first priority security interest in all of the Subscription Facility is $200 million, subject to availabilityapplicable SPV’s portfolio investments and cash. The obligations of each SPV under the borrowing base, whichapplicable SPV Financing Facility are non-recourse to the Company, and the Company’s exposure to the credit facility is based onlimited to the undrawn capital commitmentsvalue 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 shareholders,applicable SPV occurs. Upon the occurrence and restrictions imposed on borrowingsduring the continuation of an event of default, the lenders under the 1940 Act.  The maximum commitment amount of the Subscriptionapplicable SPV Financing Facility may be increased to $400 million through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing.  The Company is permitted to borrow under the Subscription Facility for any purpose permitted under its constituent documents.
Borrowings under the Subscription Facility bear interest, at the Company’s election at the time of drawdown, at a rate per annum equal to (i) in the case of LIBOR rate loans, an adjusted LIBOR rate for the applicable interest period plus 2.00% or

(ii) in the case of reference rate loans, the greatest of (A) the prime rate plus 1.00%, (B) the federal funds rate plus 1.50%, and (C) one-month adjusted LIBOR plus 2.00%. Loans may be converted from one rate to another at any time at the Company’s election, subject to certain conditions. Effective November 6, 2018, the Company pays an unused commitment fee equal to (x) 0.30% per annum whendeclare the outstanding principal obligations are less than 50% of the maximum commitmentadvances and (y) 0.25% per annum when the outstanding principal obligations are greater than or equal to 50% of the maximum commitment.  
The Subscription Facility will mature upon the earliest of: (i) November 6, 2019 (the “Stated Maturity Date”); (ii) the date upon which the administrative agent declares theall other obligations under the Subscriptionapplicable SPV Financing Facility immediately due and payable after thepayable. The occurrence of an event of default; (iii) 30 days prior todefault (as described above) triggers a requirement that the termination of the Company’s constituent documents; (iv) 30 days prior to the date on which the Company’s ability to call capital contributions for the purpose of repaying the obligations under the Subscription Facility is terminated; and (v) the date the Company terminates the lender commitments pursuant to the Subscription Facility. The Stated Maturity Date may be extended, at the Company’s option, for two additional terms not longer than 364 days each, subject to customary conditions, including (x)applicable SPV obtain the consent of the administrative agent andlenders under the extending lenders and (y) payment of an extension fee.
The Subscriptionapplicable SPV Financing Facility is secured by a pledge of the Company’s right, title, and interest in andprior to the undrawn capital commitments of the Company’s investors. The Subscription Facility includes customary affirmative and negative covenants and consent rights grantedentering into any sale or disposition with respect to the lenders, as well as usual and customary events of default for revolving credit facilities of this nature.portfolio investments.
As of March 31, 2019,2021 and December 31, 2020, the Company was in compliance with all covenants and other requirements of the Subscription Facility.SPV Financing Facilities.
JPM SPVJackson Hole Funding Facility
On November 16, 2018, Jackson Hole Funding, LLC (“Jackson Hole Funding”), the Company’s wholly-owned subsidiary that holds primarily originated loan investments, entered into a senior secured revolving credit facility (which was subsequently amended on February 6, 2019, September 20, 2019 and July 28, 2020 and as further amended from time to time, the “JPM SPVJackson Hole Funding Facility”) with JPMorgan Chase Bank, National Association (“JPM”). JPM serves as administrative agent, Citibank,
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N.A., serves as collateral agent and securities intermediary, Virtus Group, LP serves as collateral administrator and the Company serves as portfolio manager under the JPM SPVJackson Hole Funding Facility.
Advances under the JPM SPVJackson Hole Funding Facility bear interest at a per annum rate equal to the three-month LIBOR in effect, plus the applicable margin of 2.50%2.375% per annum. Effective January 16, 2019, Jackson Hole Funding pays a commitment fee of 0.60% per annum (or 0.375% per annum until the date that is nine months from the date the JPM SPV Facility was entered into)March 20, 2020) on the average daily unused amount of the financing commitments until the third anniversary of the JPM SPVJackson Hole Funding Facility.  
The initial principalmaximum commitment amount of the JPM SPVJackson Hole Funding Facility iswas $300 million. Effective September 20, 2019, the maximum commitment amount of the Jackson Hole Funding Facility was increased to $600 million and effective July 28, 2020, the maximum commitment amount of the Jackson Hole Funding Facility was reduced to $400 million. The JPM SPVJackson Hole Funding Facility has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the JPM SPVJackson Hole Funding Facility to up to $600$900 million. Proceeds from borrowings under the JPM SPVJackson Hole Funding Facility may be used to fund portfolio investments by Jackson Hole Funding and to make advances under delayed draw term loans where Jackson Hole Funding is a lender. The period during which Jackson Hole Funding may make borrowings under the JPM SPVJackson Hole Funding Facility expires on November 16, 2021 and the JPM SPVJackson Hole Funding Facility is scheduled to mature on May 16, 2023 (“Maturity Date”).2023.
Jackson Hole Funding’s obligations to the lenders under the JPM SPVBreckenridge Funding Facility are secured by a first priority security interest in Jackson Hole Funding’s portfolio of investments and cash. The obligations of Jackson Hole Funding under the JPM SPV Facility are non-recourse to the Company, and the Company’s exposure under the JPM SPV Facility is limited to the value of its investment in Jackson Hole Funding.  
In connection with the JPM SPV Facility, Jackson Hole Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM SPV Facility contains customary events of default for similar financing transactions, including if a change of control of Jackson Hole Funding occurs or if the Company is no longer the portfolio manager of Jackson Hole Funding. Upon the occurrence and during the continuation of an event of default, JPM may declare the outstanding advances and all other obligations under the JPM SPV Facility immediately due and payable.
The occurrence of an event of default (as described above) or a market value event (as defined in the JPM SPV Facility) triggers a requirement that Jackson Hole Funding obtain the consent of JPM prior to entering into any sale or disposition with respect to portfolio assets, and the occurrence of a market value event triggers the right of JPM to direct

Jackson Hole Funding to enter into sales or dispositions with respect to any portfolio assets, in each case in JPM’s sole discretion.
As of March 31, 2019, the Company was in compliance with all covenants and other requirements of the JPM SPV Facility.
BNP SPV Facility
On December 21, 2018, Breckenridge Funding, LLC (“Breckenridge Funding”), the Company’s wholly-ownedwholly owned subsidiary that holds primarily syndicated loan investments, entered into a senior secured revolving credit facility (as(which was subsequently amended on June 11, 2019, August 2, 2019, September 27, 2019 and April 13, 2020, and as further amended from time to time, the ““BNP SPV Facility”Breckenridge Funding Facility”) with BNP Paribas ((““BNP”BNP”). BNP serves as administrative agent, Wells Fargo Bank, National Association serves as collateral agent and the Company serves as servicer under the BNP SPVBreckenridge Funding Facility.

Advances under the BNP SPVBreckenridge Funding Facility bear interest at a per annum rate equal to the three-month LIBOR (or other Base Rate) in effect, plus an applicable margin of 1.50% (or 1.25% prior to the collection period end date on June 3, 2019) to 2.15%1.75%, 2.00% or 2.22% per annum, as applicable, depending on the nature of the advances being requested under the facility. Effective June 21, 2019, Breckenridge Funding will also pay a commitment fee of 0.70% per annum if the unused facility amount is greater than 50% or 0.35% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments until the third anniversary of the BNP SPV Facility.December 21, 2022, in addition to certain other fees as agreed between Breckenridge Funding and BNP.

The initial maximum commitment amount of the BNP SPV Facility iswas $400 million. Effective June 11, 2019, the maximum commitment amount of the BNP SPV Facility was increased to $575 million; effective September 27, 2019, the maximum commitment amount of the BNP SPV Facility was increased to $875 million and on April 13, 2020, the maximum commitment amount of the BNP Facility was increased to $1,125 million. Proceeds from borrowings under the BNP SPV Facility may be used to fund portfolio investments by Breckenridge Funding and to make advances under delayed draw and revolving loans where Breckenridge Funding is a lender. The period during which Breckenridge Funding may make borrowings under the BNP SPV Facility for the remaining commitment amounts expires on December 21, 2021 (or such later date as may be agreed by Breckenridge Funding, BNP, as administrative agent, and the lenders under the BNP SPV Facility) and the, except for $300 million of outstanding principal which expired on September 27, 2020. The BNP SPV Facility is scheduled to mature on December 21, 2023.
Breckenridge Funding’sBig Sky Funding Facility
On December 10, 2019, Big Sky Funding, the Company’s wholly-owned subsidiary, entered into a senior secured revolving credit facility (which was subsequently amended on December 30, 2020, and as further amended from time to time, the (“Big Sky Funding Facility”) with Bank of America, N.A. (“Bank of America”). Bank of America serves as administrative agent, Wells Fargo Bank, N.A. serves as collateral administrator and the Company serves as manager under the Big Sky Funding Facility.
Advances under the Big Sky Funding Facility bear interest at a per annum rate equal to the one-month or three-month London Interbank Offered Rate in effect, plus the applicable margin of 1.60% per annum. Big Sky Funding is required to utilize a minimum percentage of the financing commitments (the “Minimum Utilization Amount”), which amount increases in three-month intervals from 20% six months after the closing date of the Big Sky Funding Facility to 80% 15 months after the closing date of the Revolving Credit Facility and thereafter. Unused amounts below the Minimum Utilization Amount accrue a fee at a rate of 1.60% per annum. In addition, Big Sky Funding will pay an unused fee of 0.45% per annum on the daily unused amount of the financing commitments in excess of the Minimum Utilization Amount, commencing three months after the closing date of the Big Sky Funding Facility.
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The initial maximum commitment amount of the Big Sky Funding Facility is $400 million. Effective May 14, 2020, Big Sky Funding exercised its accordion feature under the Big Sky Funding Facility, which increased the maximum commitment amount to $500 million. Effective December 30, 2020, the maximum commitment amount of the Big Sky Funding Facility was reduced to $400 million. Proceeds from borrowings under the Big Sky Funding Facility may be used to fund portfolio investments by Big Sky Funding and to make advances under revolving loans or delayed draw term loans where Big Sky Funding is a lender. All amounts outstanding under the Big Sky Funding Facility must be repaid by December 10, 2022.
Revolving Credit Facility
On June 15, 2020, the Company entered into a senior secured revolving credit facility (which was subsequently amended on June 29, 2020 and as further amended from time to time, the “Revolving Credit Facility”) with Citibank, N.A. (“Citi”). Citi serves as administrative agent and collateral agent.

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 $550 million. Effective June 29, 2020, the maximum commitment amount of the Revolving Credit Facility increased to $650 million. Effective November 3, 2020, the maximum commitment amount of the Revolving Credit Facility increased to $745 million. Borrowings under the Revolving Credit Facility are subject to compliance with a borrowing base. The Revolving Credit Facility has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the Revolving Credit Facility to up to $1.2 billion. 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 in the ordinary course of business. Availability of the revolver under the Revolving Credit Facility will terminate on June 15, 2024 and all amounts outstanding under the Revolving Credit Facility must be repaid by June 15, 2025 pursuant to an amortization schedule.

Loans under the Revolving Credit Facility bear interest at a per annum rate equal to, (x) for loans for which the Company elects the base rate option, the “alternate base rate” (which is the greatest of (a) the prime rate as publicly announced by Citi, (b) the sum of (i) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System plus (ii) 0.5%, and (c) one month 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%, and (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%. The Company will pay an unused fee of 0.375% per annum on the daily unused amount of the revolver commitments. The Company will pay letter of credit participation fees and a fronting fee on the average daily amount of any lender’s exposure with respect to any letters of credit issued under the Revolving Credit Facility.

The Company’s obligations to the lenders under the BNP SPVRevolving Credit Facility are secured by a first priority security interest in substantially all of Breckenridge Funding’s portfolio of investments and cash. The obligations of Breckenridge Funding under the BNP SPV Facility are non-recourse to the Company, and the Company’s exposure under the BNP SPV Facility is limited to the value of its investment in Breckenridge Funding.assets.

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

The BNP SPVRevolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of Breckenridge Funding occurs or if the Company is no longer the servicer of Breckenridge Funding.transactions. Upon the occurrence and during the continuation of an event of default, BNPCiti may terminate the commitments and declare the outstanding advances and all other obligations under the BNP SPVRevolving Credit Facility immediately due and payable. The occurrence of an event of default (as described above) suspends the ability of Breckenridge Funding to acquire or sell additional assets.
As of March 31, 2019,2021, the Company was in compliance with all covenants and other requirements of the BNP SPVRevolving Credit Facility.
At2023 Notes
On July 15, 2020, the Company issued $400 million aggregate principal amount of 3.650% notes due 2023 (the “2023 Notes”) pursuant to an indenture (the “Base Indenture”) and a supplemental indenture, each dated as of July 15, 2020 (and together with the Base Indenture, the “2023 Notes Indenture”), between the Company and U.S. Bank National Association (the “Trustee”).
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The 2023 Notes will mature on July 14, 2023 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 2023 Notes Indenture. The 2023 Notes bear interest at a rate of 3.650% per year payable semi-annually on January 14 and July 14 of each year, commencing on January 14, 2021. The 2023 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 2023 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.

The 2023 Notes Indenture contains 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 2023 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the 2023 Notes Indenture.

In addition, on the occurrence of a “change of control repurchase event,” as defined in the 2023 Notes Indenture, the Company will generally be required to make an offer to purchase the outstanding 2023 Notes at a price equal to 100% of the principal amount of such 2023 Notes plus accrued and unpaid interest to the repurchase date.

As of March 31, 20192021, the Company was in compliance with all covenants and other requirements of the 2023 Notes.
2026 Notes
On each of October 23, 2020 and December 1, 2020, the Company issued $500 million aggregate principal amount and $300 million aggregate principal amount, respectively, of 3.625% notes due 2026 (the “2026 Notes”) pursuant to a supplemental indenture, dated as of October 23, 2020 (and together with the Base Indenture, the “2026 Notes Indenture”), to the Base Indenture between the Company and the Trustee.
The 2026 Notes will mature on January 15, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the 2026 Notes Indenture. The 2026 Notes bear interest at a rate of 3.625% per year payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2021. The 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company's existing and future indebtedness that is expressly subordinated in right of payment to the 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company 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.
The 2026 Notes Indenture contains 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 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the 2026 Notes Indenture.

In addition, on the occurrence of a “change of control repurchase event,” as defined in the 2026 Notes Indenture, the Company will generally be required to make an offer to purchase the outstanding Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest to the repurchase date.
As of March 31, 2018,2021, the Company was in compliance with all covenants and other requirements of the 2026 Notes.
New 2026 Notes

On March 16, 2021, the Company issued $400 million aggregate principal amount of 2.750% notes due 2026 (the “New 2026 Notes”) pursuant to a supplemental indenture, dated as of July 15, 2020 (and together with the Base Indenture, the "New 2026 Notes Indenture"), to the Base Indenture between the Company and the Trustee.

The New 2026 Notes will mature on September 16, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The New 2026 Notes bear interest at
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a rate of 2.750% per year payable semi-annually on March 16 and September 16 of each year, commencing on September 16, 2021. The New 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the New 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The Indenture contains 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 New 2026 Notes and the New 2026 Notes Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture.

In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, the Company will generally be required to make an offer to purchase the outstanding New 2026 Notes at a price equal to 100% of the principal amount of such New 2026 Notes plus accrued and unpaid interest to the repurchase date.
As of March 31, 2021, the Company was in compliance with all covenants and other requirements of the New 2026 Notes.
The Company’s outstanding debt obligations were as follows:
March 31, 2021
Aggregate
Principal
Committed		Outstanding
Principal		Carrying
Value
Unused
Portion (1)
Amount
Available (2)
Jackson Hole Funding Facility(3)
$400,000 $377,609 $377,609 $22,391 $22,391 
Breckenridge Funding Facility825,000 453,280 453,280 371,720 371,720 
Big Sky Funding Facility400,000 243,706 243,706 156,294 106,316 
Revolving Credit Facility(4)
745,000 294,120 294,120 450,880 450,880 
2023 Notes(5)
400,000 400,000 395,077 — — 
2026 Notes(5)
800,000 800,000 791,414 — — 
New 2026 Notes(5)
400,000 400,000 390,956 — — 
Total$3,970,000 $2,968,715 $2,946,162 $1,001,285 $951,307 
 March 31, 2019
 Aggregate
Principal
Committed		 Outstanding
Principal		 Carrying
Value		 
Unused
Portion (1)
 
Amount
Available (2)
Subscription Facility$200,000
 $11,731
 $11,731
 $188,269
 $168,762
JPM SPV Facility300,000
 120,000
 120,000
 180,000
 86,333
BNP SPV Facility400,000
 152,315
 152,315
 247,685
 146,415
Total$900,000
 $284,046
 $284,046
 $615,954
 $401,510



 December 31, 2018
 Aggregate
Principal
Committed		 Outstanding
Principal		 Carrying
Value		 
Unused
Portion (1)
 
Amount
Available (2)
Subscription Facility$200,000
 $—
 $—
 $200,000
 $174,032
JPM SPV Facility300,000
 120,000
 120,000
 180,000
 22,966
BNP SPV Facility400,000
 65,000
 65,000
 335,000
 5,183
Total$900,000
 $185,000
 $185,000
 $715,000
 $202,181
December 31, 2020
Aggregate
Principal
Committed		Outstanding
Principal		Carrying
Value
Unused
Portion (1)
Amount
Available (2)
Jackson Hole Funding Facility (3)
$400,000 $362,316 $362,316 $37,684 $37,684 
Breckenridge Funding Facility825,000 569,000 569,000 256,000 256,000 
Big Sky Funding Facility400,000 200,346 200,346 199,654 117,599 
Revolving Credit Facility (4)
745,000 182,901 182,901 562,099 562,099 
2023 Notes(5)
400,000 400,000 394,549 — — 
2026 Notes(5)
800,000 800,000 791,281 — — 
Total$3,570,000 $2,514,563 $2,500,393 $1,055,437 $973,382 
(1)The unused portion is the amount upon which commitment fees, if any, are based.
(2)The amount available reflects any limitations related to each respective credit facility’s borrowing base.
(3)Under the Jackson Hole Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of March 31, 20192021 and December 31, 2018, $3.82020, the Company had borrowings denominated in Euros (EUR) of 23.5 million and $0.823.5 million, respectively.
(4)Under the Revolving Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of March 31, 2021, the Company had borrowings denominated in Canadian Dollars (CAD) and British Pounds (GBP) of 173.5 million and 24.7 million, respectively. As of December 31, 2020, the Company had borrowings denominated in Canadian Dollars (CAD) of 138.1 million.
(5)The carrying value of the Company's 2023 Notes, 2026 Notes, and New 2026 Notes is presented net of unamortized debt issuance costs of $4.9 million, $8.6 million, and $9.0 million, respectively, as of March 31, 2021. The carrying value of the Company's 2023 Notes and 2026 Notes is presented net of unamortized debt issuance costs of $5.5 million and $8.7 million, respectively, as of December 31, 2020.
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As of March 31, 2021 and December 31, 2020, $18.0 million and $14.1 million, respectively, of interest expense and $0.2 $0.9 million and $0.1$0.6 million, respectively, of unused commitmentcommitment fees waswere included in interest payable. For the three months ended March 31, 2019,2021 and 2020, the weighted average interest rate on all borrowings outstanding was 4.95%3.05% and 3.82% (including unused fees)fees and accretion of net discounts on unsecured debt), respectively, and the average principal debt outstanding was $353.7 million.$2,680.7 million and $1,623.8 million, respectively.
For the three months ended March 31, 2019, theThe components of interest expense were as follows:
Three Months Ended March 31,
20212020
Borrowing interest expense$18,763 $15,245 
Facility unused fees811 282 
Amortization of financing costs and debt issuance costs677 544 
Accretion of original issue discount895 — 
Total Interest Expense$21,146 $16,071 
Cash paid for interest expense$15,190 $15,723 

 Three Months Ended
March 31, 2019
Borrowing interest expense$4,110
Facility unused fees272
Amortization of financing costs290
Total interest expense$4,672
Cash paid for interest expense$1,257
Note 7. Commitments and Contingencies
Portfolio Company Commitments
The Company’s investment portfolio contains and is expected to continue tomay contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements.  As of March 31, 20192021 and December 31, 2018,2020, the Company had unfunded delayed draw termsterm loans with anand revolvers in the aggregate principal amount of $83.2$454.6 million and $54.7$432.3 million, of unfunded commitments, respectively.
Warehousing Transactions
The Company entered into two warehousing transactions wherebyAdditionally, from time to time, the Company agreed, subjectAdviser and its affiliates may commit to certain conditions, to purchase certain assets from parties unaffiliated withan investment on behalf of the Adviser. Such warehousing transactions were designed to assist the Company in deploying capital upon receipt of drawdown proceeds. Onefunds it manages. Certain terms of these warehousing transactions relates primarily to originated or anchor investments in middle market loans (the “Middle Market Warehouse”).  The other warehouse related primarily to broadly syndicated loans (the “Syndicated Warehouse”are not finalized at the time of the commitment and together with the Middle Market Warehouse, the “Warehousing Transactions”)each respective fund's allocation may change prior to the acquisition of the equity interests of the Syndicated Warehouse by the Company and merger of the Syndicated Warehouse with the Company’s wholly-owned subsidiary, as described below.
Middle Market Warehouse
On September 10, 2018, the Company entered into a Warehousing Transaction for primarily middle market loans with a warehouse provider unaffiliated with the Adviser. After the Middle Market Warehouse arrangement was entered into, the warehouse provider became a holder of greater than 5% of the Company's outstanding shares. The warehouse investments for the Middle Market Warehouse are ultimately selected by the warehouse provider, in its sole discretion, for an account which it solely controls.  Recommendations for such investments are made on a non-discretionary basis by an affiliate of the Adviser, but only if the Adviser has determined the investment is desirable for the Company.  The Company is a party to a forward purchase agreement pursuant to which the Company agrees to purchase certain assets held in the Middle Market Warehouse at

a purchase price based on the cost of the asset to the warehouse provider plus amounts of unpaid interest, original issue discount and structuring fees accrued to the warehouse provider during the time the warehouse provider owned the asset.
Under the Middle Market Warehouse, the Company has until the maturity date of September 10, 2019, which is one year from the commencement date of the warehouse, to purchase the assets in the warehouse.  Additionally, the obligation to purchase assets from the warehouse provider is contingent on the Company raising sufficient funds to purchase such assets.  The obligation to purchase such assets was also contingent on the assets meeting certain criteria and further the obligation to purchase such assets may be satisfied by another party (including an affiliate of the Company).
Asfunding. In this regard, as of March 31, 20192021 and December 31, 2018, there was $52.82020, the Company estimates that $1,035.9 million and $30.0 million in aggregate principal amounts of debt investments, respectively, in the Middle Market Warehouse, all of which the Company was obligated to purchase at a future date under forward purchase agreements.
Since the Company has a contractual obligation to acquire all qualifying assets in the Middle Market Warehouse through a forward purchase agreement, the mark-to-market gain/loss of all investments is recognized in the Company’s consolidated financial statements. The Company does not, however, have any direct interest in the underlying assets nor does it have the power to control the activities most significant to the economic performance of the Middle Market Warehouse, and therefore, such assets are not included in the Company’s consolidated financial statements. This gain/loss amount is calculated as the difference between (1) the current purchase price the Company would be obligated to pay to purchase each asset under the forward purchase agreement and (2) the current fair value as determined by the Company’s valuation policy. As of March 31, 2019 and December 31, 2018, the Company had a total unrealized loss of $0.1 million and $0.2$0.0 million, respectively, relating to this forward purchase obligation.
During the three months ended March 31, 2019, the Company didof investments that were committed but not purchase any debt investments from the Middle Market Warehouse.
Syndicated Warehouse
On August 21, 2018, the Company entered into a Warehousing Transaction with a third party whereby the Company (or the Company’s designees) agreed, subject to certain contingencies, to purchase the equity interests of a warehouse vehicle from such third party at a price equal to the initial capital contribution made by the third party equity holder plus accrued but unpaid interest on the underlying assets in the warehouse vehicle remaining after the payment of all other obligations outstanding under the credit agreement of the Syndicated Warehouse vehicle other than principal on the loan made under such credit agreement. The warehouse investments for the Syndicated Warehouse vehicle were selected by an affiliate of the Adviser as the collateral manager of the Syndicated Warehouse. Neither the Adviser nor any of its affiliates received any additional compensation from the Company in connection with serving as collateral manager of the warehouse vehicle.
The Company exercised its rights to acquire the equity interests of the Syndicated Warehouse on December 11, 2018, at which time the assets and liabilities of the warehouse started to be included in the Company’s consolidated financial statements for a total purchase price of $24.9 million. For the period ended December 31, 2018, the Company recorded a loss $0.6 million, which represented the excess of total consideration paid for the equity interests over the fair value of the net assets of the Syndicated Warehouse the Company assumed on the date of acquisition.yet funded.
Other Commitments and Contingencies
From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. At March 31, 2019,2021 and December 31, 2020, management is not aware of any pending or threatened material litigation.

Note 8. Net Assets
Capital ActivitySubscriptions and Drawdowns
In connection with its formation, the Company has the authority to issue an unlimited number of shares at $0.001 per share par value. The following table summarizes capital activity during the three months ended March 31, 2019:
  Par Amount Capital in Excess of Par Value Distributable Earnings (loss) Total Net Assets
Balance, beginning of period $10
 $239,246
 $(2,891) $236,365
Common stock issued 15
 389,567
 —
 389,582
Net investment income (loss) —
 —
 6,572
 6,572
Net realized gain (loss) on investments —
 —
 1,726
 1,726
Net change in unrealized appreciation (depreciation) on investments —
 —
 5,671
 5,671
Dividends declared —
 —
 (7,163) (7,163)
Balance, end of period $25
 $628,813
 $3,915
 $632,753
Subscriptions and Drawdowns
During the three months ended March 31, 2019,Since commencement of operations on November 20, 2018, the Company entered into additional subscription agreements (the “Subscription Agreements”) with investors providing for the private placement of the Company’s shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase the Company’s shares up to the amount of their respective Capital Commitment on an as-needed basis each time the Company delivers a drawdown notice to its investors. As of March 31, 2019,2021 and December 31, 2020, the Company had received Capital Commitments totaling $1,391.0$3,926.3 million ($762.1713.3 million remaining undrawn), of which $24.0$80.0 million ($12.38.0 million remaining undrawn) arewere from affiliates of the Adviser.
There were no shares issued and proceeds received related to the Company’s capital drawdowns delivered pursuant to the Subscription Agreements for the three months ended March 31, 2021.
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The following table summarizes the total shares issued and proceeds received related to the Company’s initial capitalization and capital drawdowns delivered pursuant to the Subscription Agreements for the three months ended March 31, 20192020 (dollars in millions)millions except share amounts):
Common Share Issuance DateNumber of
Common
Shares Issued		Aggregate
Offering Proceeds
January 30, 202016,864,983 $440.9 
Total16,864,983 $440.9 
Common Share Issuance Date Number of
Common
Shares Issued		 Aggregate
Offering Price
January 24, 2019 5,666,095
 $142.1
March 28, 2019 (1)
 9,818,817
 247.5
Total 15,484,912
 $389.6
(1)On March 14, 2019, the Company issued a capital call and delivered capital drawdown notices totaling $247.5 million, of which $33.1 million was still outstanding as of March 31, 2019 and recorded as a subscription receivable on the Consolidated Statements of Assets and Liabilities.
Distributions and Dividend Reinvestment

The following table summarizes the Company’s distributions declared and payable since inception as offor the three months ended March 31, 2019:2021 (dollars in thousands except per share amounts):

Date DeclaredRecord DatePayment DatePer Share AmountTotal Amount
February 24, 2021March 31, 2021May 14, 2021$0.5000 $65,052 
Total distributions$0.5000 $65,052 

Date Declared Record Date Payment Date Per Share Amount Total Amount
January 22, 2019 January 23, 2019 May 15, 2019 $0.1239
 $1,192
February 28, 2019 March 27, 2019 May 15, 2019 0.3536
 5,406
March 26, 2019 March 31, 2019 May 15, 2019 0.0225
 565
Total distributions     $0.5000
 $7,163
The following table summarizes the Company’s distributions declared and payable for the three months ended March 31, 2020 (dollars in thousands except per share amounts):
With respect to distributions, the
Date DeclaredRecord DatePayment DatePer Share AmountTotal Amount
January 29, 2020January 29, 2020May 15, 2020$0.1593 $10,241 
February 26, 2020March 31, 2020May 15, 20200.3407 27,688 
Total distributions$0.5000 $37,929 
Dividend Reinvestment
The Company has adopted an “opt out”a dividend reinvestment plan for shareholders.("DRIP"), pursuant to which it reinvests all cash dividends declared by the Board on behalf of its shareholders who do not elect to receive their dividends in cash. As a result, inif the event ofBoard and the Company declares, a declared dash distributioncash dividend or other distribution, each shareholder that hasthen the Company’s shareholders who have not “opted out”opted out of the

its dividend reinvestment plan will have their dividends orcash distributions automatically reinvested in additional shares as described below, rather than receiving the cash distributions.dividend or other distribution.  Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.  A participating shareholder will receive an amount of shares equal to the amount of the distribution on that participant’s shares divided by the most recent quarter-end NAV per share that is available on the date such distribution was paid (unless the Board determines to use the NAV per share as of another time). Shareholders who receive distributions in the form of shares will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.distributions; however, since their cash distributions will be reinvested, those shareholders will not receive cash with which to pay any applicable taxes.  The Company intends to use newly issued shares to implement the plan. Shares issued under the dividend reinvestment plan will not reduce outstanding Capital Commitments.

The following table summarizes the amounts received and shares issued to shareholders who have not opted out of the Company's DRIP during the three months ended March 31, 2021 (dollars in thousands except share amounts):

Payment DateDRIP Shares ValueDRIP Shares Issued
January 29, 2021$11,179 443,639 
Total distributions$11,179 443,639 

The following table summarizes the amounts received and shares issued to shareholders who have not opted out of the Company's DRIP during the three months ended March 31, 2020 (dollars in thousands except share amounts):

Payment DateDRIP Shares ValueDRIP Shares Issued
January 30, 2020$2,882 112,302 
Total distributions$2,882 112,302 

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Note 9. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
 Three Months Ended
March 31, 2019
Net increase (decrease) in net assets resulting from operations$13,969
Weighted average shares outstanding (basic and diluted)14,275,804
Earnings (loss) per common share (basic and diluted)$0.98
Note 10. Income Taxes
Taxable income during the three months ended March 31, 2019 differs from net increase (decrease) in net assets resulting from operations primarily due to unrealized appreciation (depreciation) on investments, as gains and losses are generally not included in taxable income until realized.
The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, undistributed net investment income or undistributed net realized gains on investments, as appropriate.  For the three months ended March 31, 2019, there were no permanent differences.
Three Months Ended March 31,
20212020
Net increase (decrease) in net assets resulting from operations$111,767 $(307,460)
Weighted average shares outstanding (basic and diluted)129,967,204 75,856,683 
Earnings (loss) per common share (basic and diluted)$0.86 $(4.05)
The following reconciles the net increase (decrease) in net assets resulting from operations to taxable income for the three months ended March 31, 2019:
 Three Months Ended
March 31, 2019
Net increase (decrease) in net assets resulting from operations$13,969
Net unrealized (appreciation) depreciation(5,671)
Taxable/Distributable Income$8,298
The cost and unrealized gain (loss) on the Company’s financial instruments, as calculated on a tax basis, at March 31, 2019 are as follows:
 March 31, 2019
Gross unrealized appreciation$5,078
Gross unrealized depreciation(3,534)
Net unrealized appreciation (depreciation)1,544
  
Tax cost of investments at period end$933,651

Note 11.10. Financial Highlights
The following are the financial highlights for the three months ended March 31, 2019:2021 and 2020:
Three Months Ended March 31,
 20212020
Per Share Data: 
Net asset value, beginning of period$25.20 $26.02 
Net investment income (1)
0.58 0.67 
Net unrealized and realized gain (loss) (2)
0.28 (4.39)
Net increase (decrease) in net assets resulting from operations0.86 (3.72)
Distributions declared (3)
(0.50)(0.50)
Total increase (decrease) in net assets0.36 (4.22)
Net asset value, end of period$25.56 $21.80 
Shares outstanding, end of period130,105,225 81,267,027 
Total return based on NAV (4)
3.41 %(14.32)%
Ratios:
Ratio of net expenses to average net assets (5)
6.58 %6.52 %
Ratio of net investment income to average net assets (5)
9.12 %11.18 %
Portfolio turnover rate10.90 %3.87 %
Supplemental Data:
Net assets, end of period$3,325,703 $1,771,461 
Total capital commitments, end of period$3,926,295 $3,240,465 
Ratios of total contributed capital to total committed capital, end of period81.83 %64.00 %
Asset coverage ratio212.0 %198.7 %

(1)The per share data was derived by using the weighted average shares outstanding during the period.
(2)For the three months ended March 31, 2021 and 2020, the amount shown does not correspond with the aggregate amount for the period as it includes a $0.00 and $0.33 impact, 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 (not annualized) is calculated as the change in NAV per share during the period, plus distributions per share (assuming dividends and distributions are reinvested in accordance with the Company's dividend reinvestment plan) divided by the beginning NAV per share. Total return does not include sales load.
(5)Amounts are annualized except for expense support amounts relating to organizational costs. For the three months ended March 31, 2021 and 2020 the ratio of total operating expenses to average net assets was 6.58% and 6.43%, respectively, on an annualized basis, excluding the effect of expense support/(recoupment) by the Adviser which represented 0.00% and (0.09%), respectively, of average net assets.
 Three Months Ended
March 31, 2019
Per Share Data: 
Net asset value, beginning of period$24.57
Net investment income (1)
0.46
Net unrealized and realized gain (loss) (2)
0.31
Net increase (decrease) in net assets resulting from operations0.77
Distributions declared (3)
(0.50)
Issuance of common shares (4)
0.36
Total increase (decrease) in net assets0.63
Net asset value, end of period$25.20
Shares outstanding, end of period25,106,231
Total return based on NAV (5)
4.60%
Ratios: 
Ratio of net expenses to average net assets (6)
9.82%
Ratio of net investment income to average net assets (6)
7.44%
Portfolio turnover rate20.97%
Supplemental Data: 
Net assets, end of period632,753
Total capital commitments, end of period1,390,990
Ratios of total contributed capital to total committed capital, end of period45.21%
Asset coverage ratio322.8%
(1)The per share data was derived by using the weighted average shares outstanding during the period.
(2)For the three months ended March 31, 2019, the amount shown does not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions.
(3)The per share data for distributions was derived by using the actual shares outstanding at the date of the relevant transactions (refer to Note 8).
(4)Increase (decrease) is due to the offering price of subscriptions during the period. All issuances were at then current NAV as determined by the Board.
(5)Total return (not annualized) is calculated as the change in NAV per share during the period, plus distributions per share, divided by the beginning NAV per share.
(6)Amounts are annualized except for expense support amounts relating to organizational costs.  The ratio of total operating expenses to average net assets was 10.47% on an annualized basis, excluding the effect of expense support which represented 0.65% of average net assets.
Note 12.11. Subsequent Events
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The Company’s management evaluated subsequent events through the date of issuance of the consolidated financial 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 statements as of March 31, 2019,2021, except as discussed below.

InOn April 2019,27, 2021, the Company received the remaining outstandingissued $300 million aggregate principal amount of $33.1 million related2.750% Notes due 2026 ("New 2026 Notes Upsize") under the Company's Base Indenture and New 2026 Notes Indenture. The New 2026 Notes Upsize were issued as “Additional Notes” under the Indenture and have identical terms to the capital callCompany's $400 million New 2026 Notes that were issued on March 14, 2019.16, 2021, other than the issue date and the issue price. The New 2026 Notes Upsize will be treated as a single class of notes with the New 2026 Notes for all purposes under the Indenture.


On May 6, 2021, the Board of Trustees and the Independent Trustees, voting separately, approved the continuance of the Company’s Investment Advisory Agreement and Administration Agreement for a one-year period through May 31, 2022.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The information contained in this section should be read in conjunction with “Item 1. Consolidated Financial Statements.”  This discussion contains forward-looking statements, which relate to future events our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 20182020 and Part II, Item 1A of and elsewhere in this Form 10-Q.
Overview and Investment Framework
We are a Delaware statutory trust structured as a non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. In addition, for U.S. federal income tax purposes, we intend to electelected to be treated as a RIC under the Code. We are managed by our Adviser. The Administrator will provide the administrative services necessary for us to operate.
Our investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation.
Under normal market conditions, we expect togenerally invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in secured debt investments (including investments that are secured by equity interests). We anticipate that and our portfolio will beis composed primarily of first lien senior secured and unitranche loans (including first out/last out loans), generally with total investment sizes less than $300 million, which criteria may change from time to time. To a lesser extent, we have and may continue to also invest in second lien, third lien, unsecured or subordinated loans, generally with total investment sizes less than $100 million, which criteria may change from time to time, and other debt and equity securities. We do not expect tocurrently focus on investments in issuers that are distressed or in need of rescue financing.
We commenced our loan origination and investment activities contemporaneously with the Initial Drawdown on November 20, 2018.  The proceeds from the Initial Drawdown and availability under our credit facilities provided us with the necessary seed capital to commence operations.  See “—Financial Condition, Liquidity and Capital Resources—Borrowings.” We have entered into Warehousing Transactions that provide for the purchase of certain investments in connection with our commencement of operations. See “—Off-Balance Sheet Arrangements—Warehousing Transactions.”  We anticipate raising additional equity capital for investment purposes through additional closings under the Private Offering.
Key Components of Our Results of Operations
Investments
We focus primarily on loans and securities, including syndicated loans, of private U.S. companies, specifically small and middle market companies, which we define as companies with annual revenue of $50 million to $2.5 billion, at the time of investment. Specifically, for our originated investments, we expect to target companies with $25 million to $75 million of EBITDA. In many market environments, we believe such a focus offers an opportunity for superior risk-adjusted returns.
Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment, trading prices of loans and other securities and the competitive environment for the types of investments we make.
Revenues
We generate revenues in the form of interest income from the debt securities we hold and dividends and capital appreciation on either direct equity investments or equity interests obtained in connection with originating loans, such as options, warrants or conversion rights.  Our debt investments typically have a term of five to eight years and bear interest at floating rates on the basis of a benchmark such as LIBOR. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we may receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. In some cases, our investments may provide for deferred interest payments or PIK interest. The principal amount of loans and any accrued but unpaid interest generally become due at the maturity date.

In addition, we generate revenue 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
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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 perform duties for us; and (iii) any internal audit group personnel of Blackstone or any of its affiliates; and (c) all other expenses of our operations and transactions.
With respect to costs incurred in connection with the Company's organization and offering costs, if actual organization and offering costs incurred exceed 0.10% of our total Capital Commitments, the Adviser or its affiliates will bear the excess costs.  To the extent our Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on our behalf provided that the total organization and offering costs borne by the us do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement.  Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in our Private Offering by a placement agent or similar party will not be considered organization or offering expenses of the Company for purposes of our cap on organization and offering expenses.
From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. We will reimburse the Adviser, 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. In this regard, the Administrator has waived the right to be reimbursed for rent and related occupancy costs. However, the Administrator may seek reimbursement for such costs in future periods. All of the foregoing expenses will ultimately be borne by our shareholders, subject to the cap on organization and offering expenses described above.
Costs and expenses of the Administrator and the Adviser that are eligible for reimbursement by us will be reasonably allocated to the Company on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator in accordance with policies adopted by the Board.
On December 12, 2018, we entered into an Expense Support Agreement with the Adviser.  The Expense Support Agreement provides that, at such times as the Adviser determines, the Adviser may pay certain Expense Payments of the Company, provided that no portion of the payment will be used to pay any of our interest expense of ours.expense. Such Expense Payment willmust be made in any combination of cash or other immediately available funds no later than forty-five days after a written commitment from the Adviser to pay such expense, and/or by an offset against amounts due from us to the Adviser or its affiliates. Following any calendar quarter in which Available Operating Funds (as defined in the Expense Support Agreement) exceed Excess Operating Funds, we shall pay Reimbursement Payments to the Adviser until such time as all Expense Payments made by the Adviser to us within three years prior to the last business day of such calendar quarter have been reimbursed. The amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by the Adviser to us within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by us to the Adviser. The Expense Support Agreement provides additional restrictions on the amount of each Reimbursement Payment for any calendar quarter. The Adviser may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, so that such Reimbursement Payment may be reimbursable in a future calendar quarter. As of March 31, 2021 there were no unreimbursed Expense Payments remaining.
Portfolio and Investment Activity
For the three months ended March 31, 2019,2021, we acquired $579.8$1,220.4 million aggregate principal amount of investments (including $34.9$231.2 million of unfunded commitments), $567.0$1,136.3 million of which was first lien debt, $31.3 million of which was second lien debt, $20.9 million of which was unsecured debt and $31.9 million of which was equity.
For the three months ended March 31, 2020, we acquired $1,070.6 million aggregate principal amount (including equity amounts which are aggregate cost) of investments (including $89.8 million of unfunded commitments), $1,068.5 million of which was first lien debt and $12.8$2.1 million of which was second lien debt.equity.

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As
Table of March 31, 2019, based on fair value, our portfolio consisted of 98.00% first lien debt investments and 2.00% second lien debt investments. As of March 31, 2019, our weighted average total yield of debt and income producing securities at cost and fair value was 8.86% and 8.84%, respectively. As of March 31, 2019 we had investments in 54 portfolio companies with an aggregate fair value of $935.2 million.Contents
As of December 31, 2018, based on fair value, our portfolio consisted of 98.84% first lien debt investments and 1.16% second lien debt investments. As of December 31, 2018, our weighted average total yield of debt and income producing securities at cost and fair value was 8.70% and 8.76%, respectively. As of December 31, 2018, we had investments in 61 portfolio companies with an aggregate fair value of $545.3 million.
Our investment activity for the three months ended March 31, 2019 is presented below (information presented herein is at amortized cost unless otherwise indicated) (dollar amounts in thousands).:
As of and for the three months ended March 31,
 20212020
Investments: 
Total investments, beginning of period$5,575,482 $3,067,767 
New investments purchased1,098,994 1,025,539 
Net accretion of discount on investments21,143 6,188 
Net realized gain (loss) on investments4,634 699 
Investments sold or repaid(637,037)(130,149)
Total investments, end of period$6,063,216 $3,970,044 
Amount of investments funded at principal: 
First lien debt investments$1,070,714 $1,059,701 
Second lien debt investments28,995 — 
Unsecured debt20,942 — 
Equity investments31,870 2,138 
Total$1,152,521 $1,061,839 
Proceeds from investments sold or repaid: 
First lien debt investments$(590,883)$(129,244)
Second lien debt investments(32,998)(905)
Unsecured debt(13,156)— 
Equity investments— — 
Total$(637,037)$(130,149)
Number of portfolio companies89 80 
Weighted average yield on debt and income producing investments, at cost(1)
7.65 %8.04 %
Weighted average yield on debt and income producing investments, at fair value(1)
7.60 %8.78 %
Percentage of debt investments bearing a floating rate99.9 %100.0 %
Percentage of debt investments bearing a fixed rate0.1 %— %
 As of and for the three months ended March 31, 2019
Investments: 
Total investments, beginning of period$548,753
New investments purchased540,294
Net accretion of discount on investments766
Net realized gain (loss) on investments1,726
Investments sold or repaid(158,469)
Total investments, end of period$933,070
Amount of investments funded at principal 
First lien debt investments$538,526
Second lien debt investments12,750
Total$551,276
Proceeds from investments sold or repaid: 
First lien debt investments$(156,421)
Second lien debt investments(322)
Total$(156,743)
Number of portfolio companies54
Weighted average yield on debt and income producing investments, at
cost(1)
8.86%
Weighted average yield on debt and income producing investments, at
fair value(1)
8.84%
Percentage of debt investments bearing a floating rate100%
Percentage of debt investments bearing a fixed rate0%

(1)Computed as (a) the annual stated interest rate or yield plus the annual accretion of discounts or less the annual amortization of premiums, as applicable, on accruing debt included in such securities, divided by (b) total first lien and second lien debt (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.
(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 March 31, 20192021 and December 31, 2018, our2020, the weighted average total portfolio yield at cost was 7.57% and 8.01%, respectively. The weighted average total portfolio yield at fair value was 7.52% and 8.74%, respectively.
Our investments consisted of the following (dollar amounts in thousands):
March 31, 2021December 31, 2020
CostFair Value% of Total
Investments at
Fair Value		CostFair Value% of Total
Investments at
Fair Value
First lien debt$5,956,489 $5,996,005 98.21 %$5,493,561 $5,502,899 98.51 %
Second lien debt40,268 41,732 0.68 48,979 50,199 0.90 
Unsecured debt7,873 7,735 0.13 — — — 
Equity investments58,586 59,892 0.98 32,942 32,844 0.59 
Total$6,063,216 $6,105,364 100.00 %$5,575,482 $5,585,942 100.00 %


As of March 31, 2021 and December 31, 2020, no loans in the portfolio were on non-accrual status.

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 March 31, 2019 December 31, 2018
 Cost Fair Value % of Total
Investments at
Fair Value		 Cost Fair Value % of Total
Investments at
Fair Value
First lien debt$914,573
 $916,462
 98.00% $542,395
 $538,983
 98.84%
Second lien debt18,497
 18,734
 2.00
 6,358
 6,342
 1.16
Total$933,070
 $935,196
 100.00% $548,753
 $545,325
 100.00%
Active managementAs of March 31, 2021 and December 31, 2020, on a fair value basis, approximately 99.9% and 100.0%, respectively, of our performing debt investments is performed by the team responsible for making the initial investment. The Adviser believes that actively managing an investment allows the Investment Team to identify problems earlybore interest at a floating rate and work with companies to develop constructive solutions when necessary. The Adviser monitorsapproximately 0.1% and 0.0%, respectively, of our portfolio withperforming debt investments bore interest at a focus toward anticipating negative credit events. In seeking to maintain portfolio company performance and help to increase the likelihood of a successful exit, the Adviser works closely with, as applicable, the lead equity sponsor, loan syndicator, portfolio companyfixed rate.

management, consultants, advisers and other security holders to discuss financial position, compliance with covenants, financial requirements and execution of the company’s business plan. In addition, depending on the size, nature and performance of the transaction, we may occupy a seat or serve as an observer on a portfolio company’s board of directors or similar governing body.
Typically, GSO receives financial reports detailing operating performance, sales volumes, margins, cash flows, financial position and other key operating metrics typically on a quarterly basis from portfolio companies. GSO uses this data, combined with due diligence gained through contact with the company’s customers, suppliers, competitors, market research and other methods, to conduct an ongoing, rigorous assessment of the company’s operating performance and prospects.
Results of Operations
Comparative financial statements are not presented as we had yet to be capitalized and had neither incurred expenses nor generated revenues for the year ago period. We were initially capitalized on September 14, 2018 and commenced our operations on November 20, 2018. The following table represents the operating results for the three months ended March 31, 2019 (dollar amounts in thousands):
Three Months Ended March 31,
 20212020
Total investment income$130,710 $80,195 
Net expenses55,073 29,419 
Net investment income before excise tax75,637 50,776 
Excise tax expense(282)104 
Net investment income after excise tax75,919 50,672 
Net unrealized appreciation (depreciation)32,052 (358,827)
Net realized gain (loss)3,796 695 
Net increase (decrease) in net assets resulting from operations$111,767 $(307,460)
 Three Months Ended
March 31, 2019
Total investment income$15,239
Less: Net expenses8,667
Net investment income6,572
Net unrealized appreciation (depreciation)5,671
Net realized gain (loss)1,726
Net increase (decrease) in net assets resulting from operations$13,969
Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. As a result, comparisons may not be meaningful.
Investment Income
Investment income for the three months ended March 31, 2019, was as follows (dollar amounts in thousands):
Three Months Ended March 31,
 20212020
Interest income$127,950 $77,591 
Payment-in-kind interest income1,917 2,602 
Fee income843 2 
Total investment income$130,710 $80,195 
 Three Months Ended
March 31, 2019
Interest income$15,226
Fee income13
Total investment income$15,239
ForTotal investment income increased to $130.7 million for the three months ended March 31, 2019, total investment income was2021 from $80.2 million for the same period in the prior year primarily driven by our deployment of capital and the increased invested balance of our investments partially offset by lower weighted average yield on our investments. The size of our investment portfolio at fair value increased from $545.3 million at December 31, 2018 to $935.2$6,105.4 million at March 31, 2019 and all investments were income producing senior secured debt investments.  There were no loans on non-accrual status as of2021 from $3,635.3 million at March 31, 2019 and December 31, 2018.

Expenses
Expenses2020. Additionally, for the three months ended March 31, 20192021, we accrued $18.4 million of non-recurring income (e.g. prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts and ticking fees) as compared to $3.1 million for the same period in the prior year.
If the COVID-19 pandemic continues, 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 experience full or partial losses on our investments which may ultimately reduce our investment income in future periods.  
Expenses
Expenses were as follows (dollar amounts in thousands):
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Three Months Ended March 31,
Three Months Ended
March 31, 2019		20212020
Interest expense$4,672
Interest expense$21,146 $16,071 
Management fees1,492
Management fees11,677 6,537 
Income based incentive fee1,143
Income based incentive fee14,347 8,268 
Capital gains incentive fee475
Capital gains incentive fee5,377 (4,218)
Professional fees233
Professional fees586 526 
Board of Trustees' fees123
Board of Trustees' fees131 115 
Administrative service expenses426
Administrative service expenses492 583 
Other general and administrative451
Other general and administrative1,317 830 
Amortization of offering costs222
Amortization of offering costs— 307 
Total expenses9,237
Expense support(570)
Net expenses$8,667
Excise tax expenseExcise tax expense(282)104 
Total expenses (including excise tax expense)Total expenses (including excise tax expense)54,791 29,123 
Recoupment of expense supportRecoupment of expense support— 400 
Net expenses (including excise tax expense)Net expenses (including excise tax expense)$54,791 $29,523 
For the three months ended March 31, 2019, net expenses were primarily comprised ofInterest Expense
Total interest expense of $4.7 million, management(including unused fees of $1.5 million, an income based incentive fee of $1.1 million, a capital gains incentive fee of $0.5 million, administrative service expenses of $0.4 million and other expenses of $1.0 million; offset by expense support by the Adviser of $0.6 million.
Interest expensedebt financing expenses), increased to $21.1 million for the three months ended March 31, 2019 was2021 from $16.1 million for the same period in the prior year primarily driven by $353.7 million of averageincreased borrowings (at an average effective interest rate, including unused fees, of 4.95%) under our credit facilities relatedand our unsecured bond issuances. The average principal debt outstanding increased to borrowing for investments. Management fees$2,680.7 million for the three months ended March 31, 2019 were driven2021 from $1,623.8 million for the same period in the prior year, partially offset by a decrease in our deployment of capital.  Forweighted average interest rate to 3.05% for the three months ended March 31, 2019, there was $7.72021 from 3.82% for the same period in the prior year.
Management Fees
Management fees increased to $11.7 million of pre-incentive fee net investment income which resulted in income based incentive fees of $1.1 million. Forfor the three months ended March 31, 2019, there was $3.22021 from $6.5 million for the same period in the prior year primarily due to an increase in gross assets. Our total gross assets increased to $6,504.4 million at March 31, 2021 from $3,782.5 million at March 31, 2020.
Income Based Incentive Fees
Income based incentive fees increased to $14.3 million for the three months ended March 31, 2021 from $8.3 million for the same period in the prior year primarily due to our deployment of cumulativecapital. Pre-incentive fee net investment income increased to $95.6 million for the three months ended March 31, 2021 from $55.1 million for the same period in the prior year.
Capital Gains Based Incentive Fees
We accrued capital gains incentive fees of $5.4 million for the three months ended March 31, 2021 compared to $(4.2) million for the same period in the prior year, primarily due to net realized and unrealized gain (loss) which resultedgains in an accrualthe current year contrasted by a reversal of $0.5 million of capital gainspreviously accrued incentive fees.fees due to net realized and unrealized losses during the three months ended March 31, 2020. The accrual for any capital gains incentive fee under U.S. GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual.
Other Expenses
Organization costs and offering costs include expenses incurred in our initial formation and our Private Offering. Professional fees include legal, rating agencies, audit, tax, valuation, technology and other professional fees incurred related to the management of us. Administrative service fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of certain of our executive officers, their respective staff and other non-investment professionals that perform duties for us. Other general and administrative expenses include insurance, filing, research, our sub-administrator, subscriptions and other costs. Expense support consists
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Total other expenses decreased to $2.2 million for the three months ended March 31, 2021 from $2.5 million for the same period in the prior year primarily driven by the decrease in the amortization of deferred offering costs (as we expensed the remaining deferred offering costs after the close of the Initial Closing Period), partially offset by larger other general and administrative costs, including expense payments forassociated with our expenses that the Adviser has committed to pay which are subject to reimbursement to the Adviser at a future date.  Sub-Administrator.
The Adviser may elect to make Expense Payments on our behalf, subject to future Reimbursement Payments pursuant to the Expense Support Agreement described above in “—“—Key Components of Our Results of Operations—Expenses.”
Income Taxes, Including Excise Taxes
We intend to electelected 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.
Net Unrealized Gain (Loss) on Investments and Forward Purchase Obligation
We fair value our portfolio investments and forward purchase obligation quarterly and any changes in fair value are recorded as unrealized gains or losses.  For the three months ended March 31, 2019, net2021 and 2020, we incurred (0.3) million and $0.1 million, respectively, of U.S. federal excise tax.
Net Unrealized Gain (Loss)
Net unrealized gains (losses) on our on financial instruments weregain (loss) was comprised of the following (dollar amounts in thousands):
Three Months Ended March 31,
20212020
Net unrealized gain (loss) on investments$32,766 $(358,814)
Net unrealized gain (loss) on translation of assets and liabilities in foreign currencies(714)(13)
Net unrealized gain (loss)$32,052 $(358,827)
 Three Months Ended
March 31, 2019
Net unrealized gain (loss) on investments$5,553
Net unrealized gain (loss) on forward purchase obligation118
Net unrealized gain (loss) on investments$5,671

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

Net Realized Gain (Loss) on Investments

We generated net realized gains on investments of $1.7 million forFor the three months ended March 31, 20192021, the net unrealized gain was primarily driven by an increase in the fair value of our debt investments during the period. The fair value of our debt investments as a percentage of principal increased by 0.3% as compared to a 9.2% decrease in fair value of our debt investments for the same period in prior year. The unrealized gains in the current period were partially driven by a continued recovery from the COVID-19 pandemic as credit spreads tightened and the private and syndicated leverage loan markets have significantly rebounded from the March 2020 lows. The unrealized losses during the three months ended March 31, 2020 were driven by market volatility resulting from the onset of the COVID-19 pandemic.

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 March 31,
20212020
Net realized gain (loss) on investments$4,634 $699 
Net realized gain (loss) on translation of assets and liabilities in foreign currencies(838)(4)
Net realized gain (loss)$3,796 $695 
For the three months ended March 31, 2021 and 2020, we generated realized gains of $5.0 million and $0.9 million, respectively, partially offset by realized losses of $0.4 million and $0.2 million respectively, primarily from full or partial sales of syndicated loans.our debt investments.
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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.
Financial Condition, Liquidity and Capital Resources
We generate cash from the net proceeds from the drawdown of Capital Commitments, issuances of unsecured debt, proceeds from net borrowings on our credit facilities and income earned on our debt investments. The primary uses of our cash and cash equivalents are for (i) originating loans and purchasing senior secured debt investments, (ii) funding the costs of our operations (including fees paid to our Adviser and expense reimbursements paid to our Administrator), (iii) debt service, repayment and other financing costs of our borrowings and (iv) cash distributions to the holders of our shares.
As of March 31, 2019,2021 and December 31, 2020, we had three revolvingfour and four credit facilities outstanding as described in “—Borrowings” below.and we conducted three and two issuances of unsecured bonds, respectively. We may from time to time enter into additional credit facilities, increase the size of our existing credit facilities or issue further debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As of March 31, 2019,2021 and December 31, 2020, we had an aggregate amount of $284.0$2,968.7 million and $2,514.6 million of senior securities outstanding and our asset coverage ratio was 322.8%. The independent members of our Board212.0% and our sole initial shareholder approved our asset coverage limit of 150% pursuant to Section 61(a)(2) of the 1940 Act effective September 25, 2018. As of such date, our initial shareholder was the only holder of our shares and it waived the right to receive repurchase offers pursuant to Section 61(a)(2)(D)(ii) of the 1940 Act.230.0%, respectively. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation to cover any outstanding unfunded commitments we are required to fund.

Cash and cash equivalents as of March 31, 2019,2021, taken together with our $616.0$1,001.3 million of available capacity under our credit facilities (subject to borrowing base availability) and our $762.1$713.3 million of uncalled Capital Commitments is expected to be sufficient for our investing activities and to conduct our operations in the near term. Although we were able to issue unsecured debt during the period ended March 31, 2021, disruption in the financial markets caused by the COVID-19 outbreak 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 have recently obtained. These factors may limit our ability to make new investments and adversely impact our results of operations.
As of March 31, 2019,2021, we had $20.6$291.7 million in cash and cash equivalents. During the three months ended March 31, 2019,2021, cash used in operating activities was $441.0$299.3 million, primarily as a result of funding portfolio investments of $540.3 million and a decrease in payables for investments purchased of $67.1$1,097.1 million; partially offset by proceeds from sale of investments of $158.5$637.0 million and an increase in payables for investments purchased of $63.7 million. Cash provided by financing activities was $455.4$373.3 million during the period, which was primarily as a result of net borrowings on our credit facilities and our unsecured debt issuances of $445.9 million; partially offset by dividends paid in cash of $75.5 million.
As of March 31, 2020, we had $106.0 million in cash and cash equivalents. During the three months ended March 31, 2020, cash used in operating activities was $721.8 million, primarily as a result of funding portfolio investments of $1,022.9 million; partially offset by proceeds from sale of investments of $130.1 million and an increase in payables for investments purchased of $145.8 million. Cash provided by financing activities was $762.3 million during the period, which was primarily the result of proceeds from the issuance of shares of $356.5$446.8 million, net borrowings on our credit facilities of $99.0 million,$340.5 million; partially offset by deferred financing costsdividends paid in cash of $0.08$24.9 million.

Equity
There were no shares issued and proceeds received related to the Company’s capital drawdowns delivered pursuant to the Subscription Agreements for the three months ended March 31, 2021.
The following table summarizes the total shares issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the three months ended March 31, 20192020 (dollar amounts in millions, unless otherwise noted)except share amounts):
Common Share Issuance DateNumber of
Common
Shares Issued		Aggregate
Offering Proceeds
January 30, 202016,864,983 $440.9 
Total16,864,983 $440.9 
50
Common Share Issuance Date Number of
Common
Shares Issued		 Aggregate
Offering Price
January 24, 2019 5,666,095
 $142.1
March 28, 2019 (1)
 9,818,817
 247.5
Total 15,484,912
 $389.6
(1)On March 14, 2019, we issued a capital call and delivered capital drawdown notices totaling $247.5 million, of which $33.1 million was still outstanding as of March 31, 2019 and recorded as a subscription receivable on the Consolidated Statements of Assets and Liabilities.
During the three months ended March 31, 2019, we entered into Subscription Agreements with a numberTable of investors providing for the private placement of our shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase our shares up to the amount of their respective capital commitment on an as-needed basis each time we deliver a drawdown notice to our investors. As of March 31, 2019, we had received Capital Commitments totaling $1,391.0 million, of which $24.0 million was from an affiliate of the Adviser.Contents
Distributions and Dividend Reinvestment

The following table summarizes our distributions declared and payable since inception as offor the three months ended March 31, 20192021 (dollar amounts in thousands, unless otherwise noted)except share amounts):

Date DeclaredRecord DatePayment DatePer Share AmountTotal Amount
February 24, 2021March 31, 2021May 14, 2021$0.5000 $65,052 
Total distributions$0.5000 $65,052 
Date Declared Record Date Payment Date Per Share Amount Total Amount
January 22, 2019 January 23, 2019 May 15, 2019 $0.1239
 $1,192
February 28, 2019 March 27, 2019 May 15, 2019 0.3536
 5,406
March 26, 2019 March 31, 2019 May 15, 2019 0.0225
 565
Total distributions     $0.5000
 $7,163
The following table summarizes our distributions declared and payable for the three months ended March 31, 2020 (dollar amounts in thousands, except share amounts):
Date DeclaredRecord DatePayment DatePer Share AmountTotal Amount
January 29, 2020January 29, 2020May 15, 2020$0.1593 $10,241 
February 26, 2020March 31, 2020May 15, 20200.3407 27,688 
Total distributions$0.5000 $37,929 
With respect to distributions, we have adopted an “opt out” dividend reinvestment plan for shareholders. As a result, in the event of a declared dashcash 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.
BorrowingsThe following table summarizes the amounts received and shares issued to shareholders who have not opted out of our dividend reinvestment plan during the three months ended March 31, 2021 (dollars in thousands except share amounts):
Subscription Facility
Payment DateDRIP Shares ValueDRIP Shares Issued
January 29, 2021$11,179 443,639 
Total distributions$11,179 443,639 
On November 6, 2018, we entered into a revolving credit facility (the “Subscription Facility”) with Bank of America, N.A., as the administrative agent, the sole lead arranger, the letter of credit issuer and a lender, and the other lenders from time to time party thereto.
The maximum commitment amount offollowing table summarizes the Subscription Facility is $200 million, subjectamounts received and shares issued to availability under the borrowing base, which is based on the undrawn capital commitmentsshareholders who have not opted out of our investors, and restrictions imposed on borrowings under the 1940 Act.  The maximum commitment amount of the Subscription Facility may be increased to $400 million through the exercise by us of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing.  We are permitted to borrow under the Subscription Facility for any purpose permitted under its constituent documents.
Borrowings under the Subscription Facility bear interest, at our election at the time of drawdown, at a rate per annum equal to (i) in the case of LIBOR rate loans, an adjusted LIBOR rate for the applicable interest period plus 2.00% or (ii) in the case of reference rate loans, the greatest of (A) the prime rate plus 1.00%, (B) the federal funds rate plus 1.50%, and (C) one-month adjusted LIBOR plus 2.00%. Loans may be converted from one rate to another at any time at our election, subject to

certain conditions. Effective November 6, 2018, we pay an unused commitment fee equal to (x) 0.30% per annum when the outstanding principal obligations are less than 50% of the maximum commitment and (y) 0.25% per annum when the outstanding principal obligations are greater than or equal to 50% of the maximum commitment.
The Subscription Facility will mature upon the earliest of: (i) November 6, 2019 (the “Stated Maturity Date”); (ii) the date upon which the administrative agent declares the obligations under the Subscription Facility due and payable after the occurrence of an event of default; (iii) 30 days prior to the termination of our constituent documents; (iv) 30 days prior to the date on which our ability to call capital contributions for the purpose of repaying the obligations under the Subscription Facility is terminated; and (v) the date we terminate the lender commitments pursuant to the Subscription Facility. The Stated Maturity Date may be extended, at our option, for two additional terms not longer than 364 days each, subject to customary conditions, including (x) the consent of the administrative agent and the extending lenders and (y) payment of an extension fee.
The Subscription Facility is secured by a pledge of our right, title, and interest in and to the undrawn capital commitments of our investors. The Subscription Facility includes customary affirmative and negative covenants and consent rights granted to the lenders, as well as usual and customary events of default for revolving credit facilities of this nature.
JPM SPV Facility
On November 16, 2018, Jackson Hole Funding LLC (“Jackson Hole Funding”), our wholly-owned subsidiary that holds primarily originated loan investments, entered into a senior secured revolving credit facility (which was subsequently amended on February 6, 2019 and further amended from time to time, the “JPM SPV Facility”) with JPMorgan Chase Bank, National Association (“JPM”). JPM serves as administrative agent, Citibank, N.A., serves as collateral agent and securities intermediary, Virtus Group, LP serves as collateral administrator and we serve as portfolio manager under the JPM SPV Facility.
Advances under the JPM SPV Facility bear interest at a per annum rate equal to the three-month LIBOR in effect, plus the applicable margin of 2.50% per annum. Effective January 16, 2019, Jackson Hole Funding pays a commitment fee of 0.60% per annum (or 0.375% per annum until the date that is nine months from the date the JPM SPV Facility was entered into) on the average daily unused amount of the financing commitments until the third anniversary of the JPM SPV Facility.  
The initial principal amount of the JPM SPV Facility is $300 million. The JPM SPV Facility has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the JPM SPV Facility to up to $600 million. Proceeds from borrowings under the JPM SPV Facility may be used to fund portfolio investments by Jackson Hole Funding and to make advances under delayed draw term loans where Jackson Hole Funding is a lender. The period during which Jackson Hole Funding may make borrowings under the JPM SPV Facility expires on November 16, 2021 and the JPM SPV Facility is scheduled to mature on May 16, 2023 (“Maturity Date”).
Jackson Hole Funding’s obligations to the lenders under the JPM SPV Facility are secured by a first priority security interest in Jackson Hole Funding’s portfolio of investments and cash. The obligations of Jackson Hole Funding under the JPM SPV Facility are non-recourse to us, and our exposure under the JPM SPV Facility is limited to the value of its investment in Jackson Hole Funding.
In connection with the JPM SPV Facility, Jackson Hole Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM SPV Facility contains customary events of default for similar financing transactions, including if a change of control of Jackson Hole Funding occurs or if the we are no longer the portfolio manager of Jackson Hole Funding. Upon the occurrence anddividend reinvestment plan during the continuation of an event of default, JPM may declare the outstanding advances and all other obligations under the JPM SPV Facility immediately due and payable.
The occurrence of an event of default (as described above) or a market value event (as defined in the JPM SPV Facility) triggers a requirement that Jackson Hole Funding obtain the consent of JPM prior to entering into any sale or disposition with respect to portfolio assets, and the occurrence of a market value event triggers the right of JPM to direct Jackson Hole Funding to enter into sales or dispositions with respect to any portfolio assets, in each case in JPM’s sole discretion.
BNP SPV Facility
On December 21, 2018, Breckenridge Funding LLC (“Breckenridge Funding”), our wholly-owned subsidiary that holds primarily syndicated loan investments, entered into a senior secured revolving credit facility (as amended from time to

time, the “BNP SPV Facility”) with BNP Paribas (“BNP”). BNP serves as administrative agent, Wells Fargo Bank, National Association serves as collateral agent and we serve as servicer under the BNP SPV Facility.
Advances under the BNP SPV Facility bear interest at a per annum rate equal to the three-month LIBOR in effect, plus an applicable margin of 1.50% (or 1.25% prior to the collection period end date on June 3, 2019) to 2.15% per annum depending on the nature of the advances being requested under the facility. Effective June 21, 2019, Breckenridge Funding will also pay a commitment fee of 0.70% per annum if the unused facility amount is greater than 50% or 0.35% per annum if the unused facility amount is less than or equal to 50% and greater than 25% on the average daily unused amount of the financing commitments until the third anniversary of the BNP SPV Facility.
The maximum commitment amount of the BNP SPV Facility is $400 million. Proceeds from borrowings under the BNP SPV Facility may be used to fund portfolio investments by Breckenridge Funding and to make advances under delayed draw and revolving loans where Breckenridge Funding is a lender. The period during which Breckenridge Funding may make borrowings under the BNP SPV Facility expires on December 21, 2021 (or such later date as may be agreed by Breckenridge Funding, BNP, as administrative agent, and the lenders under the BNP SPV Facility) and the BNP SPV Facility is scheduled to mature on December 21, 2023.
Breckenridge Funding’s obligations to the lenders under the BNP SPV Facility are secured by a first priority security interest in all of Breckenridge Funding’s portfolio of investments and cash. The obligations of Breckenridge Funding under the BNP SPV Facility are non-recourse to us, and our exposure under the BNP SPV Facility is limited to the value of its investment in Breckenridge Funding.
In connection with the BNP SPV Facility, Breckenridge Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The BNP SPV Facility contains customary events of default for similar financing transactions, including if a change of control of Breckenridge Funding occurs or if we are no longer the servicer of Breckenridge Funding. Upon the occurrence and during the continuation of an event of default, BNP may declare the outstanding advances and all other obligations under the BNP SPV Facility immediately due and payable. The occurrence of an event of default (as described above) suspends the ability of Breckenridge Funding to acquire or sell additional assets.
Atthree months ended March 31, 2019 and December 31, 2018, our2020 (dollars in thousands except share amounts):

Payment DateDRIP Shares ValueDRIP Shares Issued
January 30, 2020$2,882 112,302 
Total distributions$2,882 112,302 

Borrowings
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Our outstanding debt obligations were as follows (dollar amounts in thousands):
March 31, 2021
Aggregate
Principal
Committed		Outstanding
Principal		Carrying
Value
Unused
Portion (1)
Amount
Available (2)
Jackson Hole Funding Facility(3)
$400,000 $377,609 $377,609 $22,391 $22,391 
Breckenridge Funding Facility825,000 453,280 453,280 371,720 371,720 
Big Sky Funding Facility400,000 243,706 243,706 156,294 106,316 
Revolving Credit Facility(4)
745,000 294,120 294,120 450,880 450,880 
2023 Notes(5)
400,000 400,000 395,077 — — 
2026 Notes(5)
800,000 800,000 791,414 — — 
New 2026 Notes(5)
400,000 400,000 390,956 — — 
Total$3,970,000 $2,968,715 $2,946,162 $1,001,285 $951,307 
 March 31, 2019
 Aggregate
Principal
Committed		 Outstanding
Principal		 Carrying
Value		 
Unused
Portion (1)
 
Amount
Available (2)
Subscription Facility$200,000
 $11,731
 $11,731
 $188,269
 $168,762
JPM SPV Facility300,000
 120,000
 120,000
 180,000
 86,333
BNP SPV Facility400,000
 152,315
 152,315
 247,685
 146,415
Total$900,000
 $284,046
 $284,046
 $615,954
 $401,510

December 31, 2020
Aggregate
Principal
Committed		Outstanding
Principal		Carrying
Value
Unused
Portion (1)
Amount
Available (2)
Jackson Hole Funding Facility (3)
$400,000 $362,316 $362,316 $37,684 $37,684 
Breckenridge Funding Facility825,000 569,000 569,000 256,000 256,000 
Big Sky Funding Facility400,000 200,346 200,346 199,654 117,599 
Revolving Credit Facility (4)
745,000 182,901 182,901 562,099 562,099 
2023 Notes(5)
400,000 400,000 394,549 — — 
2026 Notes(5)
800,000 800,000 791,281 — — 
Total$3,570,000 $2,514,563 $2,500,393 $1,055,437 $973,382 
 December 31, 2018
 Aggregate
Principal
Committed		 Outstanding
Principal		 Carrying
Value		 
Unused
Portion (1)
 
Amount
Available (2)
Subscription Facility$200,000
 $—
 $—
 $200,000
 $174,032
JPM SPV Facility300,000
 120,000
 120,000
 180,000
 22,966
BNP SPV Facility400,000
 65,000
 65,000
 335,000
 5,183
Total$900,000
 $185,000
 $185,000
 $715,000
 $202,181

(1)
(1)The unused portion is the amount upon which commitment fees, if any, are based.
(2)The amount available reflects any limitations related to each respective credit facility’s borrowing base.
During the three months endedamount upon which commitment fees, if any, are based.
(2)The amount available reflects any limitations related to each respective credit facility’s borrowing base.
(3)Under the Jackson Hole Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of March 31, 2019,2021 and December 31, 2020, the weighted average interest rateCompany had borrowings denominated in Euros (EUR) of 23.5 million and $23.5 million, respectively .
(4)Under the Revolving Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of March 31, 2021, the Company had borrowings denominated in Canadian Dollars (CAD) of 173.5 million and in British Pounds (GBP) of 24.7 million. As of December 31, 2020, the Company had borrowings denominated in Canadian Dollars (CAD) of 138.1 million.
(5)The carrying value of the Company's 2023 Notes, 2026 Notes, and New 2026 Notes are presented net of unamortized debt issuance costs of $4.9 million, $8.6 million, and $9.0 million, respectively, as of March 31, 2021. The carrying value of the Company's 2023 Notes and 2026 Notes is presented net of unamortized debt issuance costs of $5.5 million and $8.7 million, respectively, as of December 31, 2020.
For additional information on all borrowings outstanding was 4.95% (including unused fees), and the average principalour debt outstanding was $353.7 million.obligations see “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 6. Borrowings."

Off-Balance Sheet Arrangements
Portfolio Company Commitments
Our investment portfolio contains and is expected to continue to contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements.  As of March 31, 20192021 and December 31, 2018,2020, we had unfunded delayed draw termsterm loans and revolvers with an aggregate of $83.2 million and $54.7 million of unfunded commitments, respectively.
Warehousing Transactions
We entered into two Warehousing Transactions whereby we agreed, subject to certain conditions, to purchase certain assets from  parties unaffiliated with the Adviser. Such Warehousing Transactions were designed to assist us in deploying capital upon receipt of drawdown proceeds. The Middle Market Warehouse relates primarily to originated or anchor investments in middle market loans.  The Syndicated Warehouse related primarily to broadly syndicated loans prior to the acquisition of the equity interests of the Syndicated Warehouse by us and merger of the Syndicated Warehouse with our wholly-owned subsidiary, as described below. See—“Item 1A.—Risk Factors — Risks Related to an Investment in the Shares — Risks related to the Warehousing Transactions” in our annual report on Form 10-K for the year ended December 31, 2018.
Middle Market Warehouse
On September 10, 2018, we entered into a Warehousing Transaction for primarily middle market loans with a  warehouse provider unaffiliated with the Adviser.  After the Middle Market Warehouse arrangement was entered into, an affiliate of the warehouse provider became a holder of greater than 5% of our outstanding shares. The warehouse investments for the Middle Market Warehouse are ultimately selected by the warehouse provider, in its sole discretion, for an account which it solely controls.  Recommendations for such investments are made on a non-discretionary basis by an affiliate of the Adviser, but only if the Adviser has determined the investment is desirable for us.  We are party to a forward purchase agreement pursuant to which we agree to purchase certain assets held in the Middle Market Warehouse at a purchase price based on the cost of the asset to the warehouse provider plus amounts of unpaid interest, original issue discount and structuring fees accrued to the warehouse provider during the time the warehouse provider owned the asset.  
Under the Middle Market Warehouse, we have until the maturity date of September 10, 2019, which is one year from the commencement date of the warehouse, to purchase the assets in the warehouse.  Additionally, the obligation to purchase assets from the warehouse provider is contingent on us raising sufficient funds to purchase such assets.  The obligation to purchase such assets is also contingent on the assets meeting certain criteria and further the obligation to purchase such assets may be satisfied by another party (including an affiliate of the Company).
As of March 31, 2019 and December 31, 2018, there was $52.8 million and $30.0 million in aggregate principal amount of debt investments, respectively, in the Middle Market Warehouse, all of which we were obligated to purchase at a future date under forward purchase agreements.  
Since we have a contractual obligation to acquire all qualifying assets in the Middle Market Warehouse through a forward purchase agreement, the mark-to-market gain/loss of all investments is recognized in our consolidated financial statements. We do not, however, have any direct interest in the underlying assets nor do we have the power to control the activities most significant to the economic performance of the Middle Market Warehouse, and therefore, such assets are not included in our consolidated financial statements. This gain/loss amount is calculated as the difference between (1) the current purchase price we would be obligated to pay to purchase each asset under the forward purchase agreement and (2) the current fair value as determined by our valuation policy. As of March 31, 2019 and December 31, 2018, we had a total unrealized loss of $0.1$454.6 million and $0.2$432.3 million, respectively, relating to this forward purchase obligation.
During the three months ended March 31, 2019, we did not purchase any debt investments from the Middle Market Warehouse.
Syndicated Warehouse
On August 21, 2018, we entered into a Warehousing Transaction with a third party whereby we (or our designees) agreed, subject to certain contingencies, to purchase the equity interests of a warehouse vehicle from such third party at a price equal to the initial capital contribution made by the third party equity holder plus accrued but unpaid interest on the underlying assets in the warehouse vehicle remaining after the payment of all other obligations outstanding under the credit agreement of

the Syndicated Warehouse vehicle other than principal on the loan made under such credit agreement. The warehouse investments for the Syndicated Warehouse vehicle were selected by an affiliate of the Adviser as the collateral manager of the Syndicated Warehouse. Neither the Adviser nor any of its affiliates received any additional compensation from us in connection with serving as collateral manager of the warehouse vehicle.
We exercised our rights to acquire the equity interests of the Syndicated Warehouse on December 11, 2018 for a total purchase price of $24.9 million, at which time the assets and liabilities of the warehouse started to be included in our consolidated financial statements.  For the period ended December 31, 2018, we recorded a loss $0.6 million, which represented the excess of total consideration paid for the equity interests over the fair value of the net assets of the Syndicated Warehouse we assumed on the date of acquisition.respectively.
Other Commitments and Contingencies
From time to time, we may become a party to certain legal proceedings incidental to the normal course of its business. At March 31, 2019,2021, management is not aware of any pending or threatened litigation.
Contractual Obligations
A summary
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Our contractual payment obligations under our credit facilities and our forward purchase obligationconsisted of the following as of March 31, 2019, is as follows2021 (dollar amounts in thousands):
 Payments Due by Period
 TotalLess than
1 year		1-3 years3-5 yearsAfter 5 years
Jackson Hole Funding Facility$377,609 $— $377,609 $— $— 
Breckenridge Funding Facility453,280 — 453,280 — — 
Big Sky Funding Facility243,706 — 243,706 — — 
Revolving Credit Facility294,120 — — 294,120 — 
2023 Notes400,000 — 400,000 — — 
2026 Notes800,000 — — 800,000 — 
New 2026 Notes400,000 — — — 400,000 
Total Contractual Obligations$2,968,715 $— $1,474,595 $1,094,120 $400,000 
 Payments Due by Period
 Total 
Less than
1 year
 1-3 years 3-5 years After 5 years
Subscription Facility$11,731
 $11,731
 $—
 $—
 $—
JPM SPV Facility120,000
 —
 —
 120,000
 —
BNP SPV Facility152,315
 —
 —
 152,315
 —
Forward purchase obligation52,286
 52,286
 —
 —
 —
Total Contractual Obligations$336,332
 $64,017
 $—
 $272,315
 $—


Related-Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the followingfollowing:
•the Investment Advisory Agreement;
•the Administration Agreement;
•the Middle Market Warehouse; and
•Expense Support and Conditional Reimbursement Agreement.
In addition to the aforementioned agreements, we, our Adviser and certain of our Adviser’s affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by our Adviser or its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. See “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 3. Agreements and Related Party Transactions.”
Recent DevelopmentsCOVID-19 Update
From April 1, 2019 through May 8, 2019,There is an ongoing 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 global impact of the outbreak has been rapidly evolving, and as cases of COVID-19, including new variants, have continued to be identified in additional countries, many countries have reacted by instituting quarantines and restrictions on travel, closing financial markets and/or restricting trading, and limiting operations of non-essential businesses. Such actions have created disruption in global supply chains, and adversely impacted 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 COVID-19 pandemic (including the restrictive measures taken in response thereto) has to date (i) created significant business disruption issues for certain of our portfolio companies, and (ii) materially and adversely impacted the value and performance of certain of our portfolio companies. Although vaccines have been widely distributed in the U.S., certain U.S. states are planning on reopening and we madebelieve the economy is beginning to rebound in certain respects, the uncertainty surrounding the COVID-19 pandemic, including uncertainty regarding new investment commitmentsvariants of approximately $581 million,COVID-19 that have emerged in the United Kingdom, South Africa, and Brazil, and other factors have and may continue to contribute to significant volatility in the global markets. COVID-19 and the current financial, economic and capital markets environment, and future developments in these and other areas present uncertainty and risk with respect to our performance, financial condition, results of which approximately $529 million had been funded.operations and ability to pay distributions.

Critical Accounting Policies
The preparation of ourthe consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies, including those relating to the valuation of our investment portfolio, are described in our Annual Report on Form 10-K for the

year ended December 31, 2018,2020, filed with the SEC on March 18, 2019,4, 2021, and elsewhere in our filings with the SEC. There have been no significant changes in our critical accounting policies and practices.

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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, including those listed below. We 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 ourthe 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 March 31, 2019, 100%2021, 99.9% of our debt investments at fair value were at floating rates. Based on our consolidated balance sheetConsolidated Statements of Assets and Liabilities as of March 31, 2019,2021, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates (considering interestbase rate floors and ceilings for floating rate instruments assuming no changes in our investment and borrowing structure) (dollar amounts in thousands):
 Interest
Income		Interest
Expense		Net
Income
Up 300 basis points$139,374 $(41,061)$98,313 
Up 200 basis points77,776 (27,374)50,402 
Up 100 basis points17,368 (13,687)3,681 
Down 100 basis points(1,417)2,659 1,242 
Down 200 basis points(1,417)2,659 1,242 

54
 
Interest
Income
 
Interest
Expense
 
Net
Income
Up 300 basis points$28,601
 $(8,521) $20,080
Up 200 basis points19,068
 (5,681) 13,387
Up 100 basis points9,534
 (2,840) 6,694
Down 100 basis points(9,534) 2,840
 (6,694)
Down 200 basis points(15,254) 5,681
 (9,573)
Down 300 basis points(15,254) 7,385
 (7,869)

Table of Contents
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, (the “Exchange Act”), 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 the quarter ended March 31, 20192021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.

There have been no material changes to the risk factors previously disclosed under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018.2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Refer to "Item 1. Financial Statements—Notes to Consolidated Financial Statements—Note 8. Net Assets" in this Form 10-Q for issuances of our shares during the quarter. Such issuances were part of our Private Offering pursuant to Section 4(a)(2) of the 1933 Act and Regulation D thereunder.

Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.

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Item 6. Exhibits.
(a) Exhibits
Exhibit
Number		Description of Exhibits
Exhibit
Number31.1
Description of Exhibits
31.1
_________________________
*Filed herewith.

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

Blackstone Secured Lending Fund
Blackstone / GSO Secured Lending Fund
   
Date:May 10, 201911, 2021/s/ Brad Marshall
Brad Marshall
 Chief Executive Officer
   
Date:May 10, 201911, 2021/s/ Stephan Kuppenheimer
Stephan Kuppenheimer
 Chief Financial Officer

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