0001803498IG Investments Holdings, LLC us-gaap-supplement:InvestmentUnaffiliatedIssuerMemberbcred:RevolverMember2022-09-300001803498us-gaap-supplement:InvestmentUnaffiliatedIssuerMemberbcred:DelayedDrawTermLoanMemberMHE Intermediate Holdings, LLC2021-12-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| | | | | |
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 20212022
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 814-01358
Blackstone Private Credit Fund
(Exact name of Registrant as specified in its Charter)
| | | | | | | | |
| Delaware | | 84-7071531 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
| |
345 Park Avenue, 31st Floor
New York, New York | | 10154 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 503-2100
________________________
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| None | | 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 Yes x NO 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 Yes x No ¨ 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 | o | | Accelerated filer | o |
| Non-accelerated filer | x | | Smaller reporting company | o |
| Emerging growth company | o | | | |
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 Yes ¨ NO No x
The number of shares of Registrant’s Common Stock, $0.01 par value per share, outstanding as of November 15, 202114, 2022 was 268,556,035, 92,483,404,615,147,931, 274,597,992 and 9,810,69145,800,448 of Class I, Class S and Class D common shares, respectively. Common shares outstanding exclude November 1, 20212022 subscriptions since the issuance price is not yet finalized at the date of this filing.time.
Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about Blackstone Private Credit Fund (together, with its consolidated subsidiaries, the “Company,” “we“we,” "us" or “our” “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, logistical and political trends and other external factors, including the current novel coronavirus ("COVID-19") pandemicinflation and recent supply chain and labor market disruptions;
•turmoil in Ukraine and Russia and the potential for volatility in energy prices and its impact on the industries in which we invest;
•the ability of our portfolio companies to achieve their objectives;
•our current and expected financing arrangements and investments;
•changes in the general interest rate environment;
•the adequacy of our cash resources, financing sources and working capital;
•the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;
•our contractual arrangements and relationships with third parties;
•risks associated with the demand for liquidity under our share repurchase program and the Board’s continued approval of quarterly tender offers;
•actual and potential conflicts of interest with Blackstone Credit BDC Advisors LLC (the “Adviser”) or any of its affiliates;
•the elevating levels of inflation, and its impact on our portfolio companies and on the industries in which we invest;
•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;companies;
•the ability of the Adviser to source suitable investments for us and to monitor and administer our investments;
•the ability of the Adviser or its affiliates to attract and retain highly talented professionals;
•our ability to qualify for and maintain our qualification as a regulated investment company and as a business development company (“BDC”);
•the impact on our business of U.S. and international financial reform legislation, rules and regulations;
•the effect of changes to tax legislation and our tax position; and
•the tax status of the enterprises in which we may invest.
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of any projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Risk Factors”in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 20202021 as updated by the Company's periodic filings with the Securities and Part II, Item 1A of this Form 10-Q.Exchange Commission. These projections and forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements, except as required by applicable law. Because we are an investment company, the forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934, Act, as amended (the “1934 Act”Act”).
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Blackstone Private Credit Fund
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share amounts)
| | | | | | | | | | | |
| September 30, 2021 | | December 31, 2020 |
| ASSETS | (Unaudited) | | |
| Investments at fair value | | | |
| Non-controlled/non-affiliated investments (cost of $17,657,119 and $0 at September 30, 2021 and December 31, 2020, respectively) | $ | 17,736,524 | | | $ | — | |
| Non-controlled/affiliated investments (cost of $402 and $0 at September 30, 2021 and December 31, 2020, respectively) | 440 | | | — | |
| Controlled/affiliated investments (cost of $1,421 and $0 at September 30, 2021 and December 31, 2020, respectively) | 1,420 | | | — | |
| Total investments at fair value (cost of $17,658,942 and $0 at September 30, 2021 and December 31, 2020, respectively) | 17,738,384 | | | — | |
| Cash and cash equivalents | 392,795 | | | 52 | |
| Interest receivable | 114,193 | | | — | |
| Deferred financing costs | 49,446 | | | — | |
| Deferred offering costs | 2,234 | | | — | |
| Receivable for investments sold | 561,860 | | | — | |
| Subscription receivable | 1,094 | | | — | |
| Other assets | 53 | | | — | |
| Total assets | $ | 18,860,059 | | | $ | 52 | |
| LIABILITIES | | | |
| Debt (net of unamortized debt issuance costs of $26,405 and $0 at September 30, 2021 and December 31, 2020, respectively) | $ | 8,786,977 | | | $ | — | |
| Payable for investments purchased | 1,457,018 | | | — | |
| Management fees payable | 21,290 | | | — | |
| Income based incentive fee payable | 20,626 | | | — | |
| Capital gains incentive fee payable | 12,491 | | | — | |
| Interest payable | 20,520 | | | — | |
| Due to affiliates | 7,513 | | | — | |
| Distribution payable (Note 8) | 55,504 | | | — | |
| Payable for share repurchases (Note 8) | 2,887 | | | — | |
| Accrued expenses and other liabilities | 4,038 | | | — | |
| Total liabilities | 10,388,864 | | | — | |
| Commitments and contingencies (Note 7) | | | |
| NET ASSETS | | | |
| Common shares, $0.01 par value (327,046,255 and 2,060 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively) | 3,270 | | | — | |
| Additional paid in capital | 8,366,471 | | | 52 | |
| Distributable earnings (loss) | 101,454 | | | — | |
| Total net assets | 8,471,195 | | | 52 | |
| Total liabilities and net assets | $ | 18,860,059 | | | $ | 52 | |
The accompanying notes are an integral part of these consolidated financial statements. |
| | | | | | | | | | | |
| September 30, 2022 | | December 31, 2021 |
| ASSETS | | | |
| Investments at fair value | | | |
| Non-controlled/non-affiliated investments (cost of $48,097,184 and $30,483,619 at September 30, 2022 and December 31, 2021, respectively) | $ | 46,908,574 | | | $ | 30,579,870 | |
| Non-controlled/affiliated investments (cost of $719 and $583 at September 30, 2022 and December 31, 2021, respectively) | 2,360 | | | 1,614 | |
| Controlled/affiliated investments (cost of $2,077,717 and $213,821 at September 30, 2022 and December 31, 2021, respectively) | 2,048,069 | | | 214,209 | |
| Total investments at fair value (cost of $50,175,620 and $30,698,023 at September 30, 2022 and December 31, 2021, respectively) | 48,959,003 | | | 30,795,693 | |
| Cash and cash equivalents (restricted cash of $51,518 and $2,500 at September 30, 2022 and December 31, 2021, respectively) | 1,588,992 | | | 617,986 | |
| Interest receivable from non-controlled/non-affiliated investments | 499,239 | | | 194,493 | |
| Deferred financing costs | 101,752 | | | 76,357 | |
| Deferred offering costs | 2,861 | | | 2,471 | |
| Receivable for investments sold | 1,168,633 | | | 663,594 | |
| Subscription receivable | 8,593 | | | 826 | |
| Derivative asset at fair value (Note 6) | 1,642 | | | 1,505 | |
| Other assets | 4,504 | | | 789 | |
| Total assets | $ | 52,335,219 | | | $ | 32,353,714 | |
| LIABILITIES | | | |
| Debt (net of unamortized debt issuance costs of $100,245 and $61,526 at September 30, 2022 and December 31, 2021, respectively) | $ | 27,043,081 | | | $ | 18,239,934 | |
| Payable for investments purchased | 1,379,203 | | | 997,408 | |
| Management fees payable (Note 3) | 70,984 | | | 35,038 | |
| Income based incentive fees payable (Note 3) | 83,663 | | | 36,004 | |
| Capital gains incentive fees payable (Note 3) | — | | | 15,058 | |
| Derivative liability at fair value (Note 6) | 265,010 | | | — | |
| Interest payable | 244,362 | | | 50,294 | |
| Due to affiliates | 25,010 | | | 9,348 | |
| Distribution payable (Note 9) | 157,871 | | | 100,155 | |
| Payable for share repurchases (Note 9) | 671,705 | | | 12,205 | |
| Accrued expenses and other liabilities | 15,754 | | | 3,450 | |
| Total liabilities | 29,956,643 | | | 19,498,894 | |
| Commitments and contingencies (Note 8) | | | |
| NET ASSETS | | | |
| Common shares, $0.01 par value (909,121,615 and 495,831,116 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively) | 9,091 | | | 4,958 | |
| Additional paid in capital | 23,361,101 | | | 12,734,425 | |
| Distributable earnings (loss) | (991,616) | | | 115,437 | |
| Total net assets | 22,378,576 | | | 12,854,820 | |
| Total liabilities and net assets | $ | 52,335,219 | | | $ | 32,353,714 | |
| | | |
The accompanying notes are an integral part of these consolidated financial statements. |
| | | | | | | | | | | |
| Blackstone Private Credit Fund |
| Consolidated Statements of Assets and Liabilities |
| (in thousands, except share and per share amounts) |
| | | |
| NET ASSET VALUE PER SHARE | | | |
| Class I Shares: | | | |
| Net assets | $ | 6,316,746 | | | $ | 52 | |
| Common shares outstanding ($0.01 par value, unlimited shares authorized) | 243,870,248 | | | 2,060 | |
| Net asset value per share | $ | 25.90 | | | $ | 25.00 | |
| Class S Shares: | | | |
| Net assets | $ | 1,953,286 | | | $ | — | |
| Common shares outstanding ($0.01 par value, unlimited shares authorized) | 75,409,980 | | | — | |
| Net asset value per share | $ | 25.90 | | | $ | — | |
| Class D Shares: | | | |
| Net assets | $ | 201,163 | | | $ | — | |
| Common shares outstanding ($0.01 par value, unlimited shares authorized) | 7,766,027 | | | — | |
| Net asset value per share | $ | 25.90 | | | $ | — | |
| | | | | | | | | | | |
| Blackstone Private Credit Fund |
| Consolidated Statements of Assets and Liabilities |
| (in thousands, except share and per share amounts) |
| (Unaudited) |
| NET ASSET VALUE PER SHARE | September 30, 2022 | | December 31, 2021 |
| Class I Shares: | | | |
| Net assets | $ | 14,734,969 | | | $ | 8,985,674 | |
| Common shares outstanding ($0.01 par value, unlimited shares authorized) | 598,605,098 | | | 346,591,556 | |
| Net asset value per share | $ | 24.62 | | | $ | 25.93 | |
| Class S Shares: | | | |
| Net assets | $ | 6,568,170 | | | $ | 3,433,213 | |
| Common shares outstanding ($0.01 par value, unlimited shares authorized) | 266,826,806 | | | 132,425,100 | |
| Net asset value per share | $ | 24.62 | | | $ | 25.93 | |
| Class D Shares: | | | |
| Net assets | $ | 1,075,437 | | | $ | 435,933 | |
| Common shares outstanding ($0.01 par value, unlimited shares authorized) | 43,689,711 | | | 16,814,460 | |
| Net asset value per share | $ | 24.62 | | | $ | 25.93 | |
The accompanying notes are an integral part of these consolidated financial statements.
Blackstone Private Credit Fund
Consolidated StatementsStatement of Operations
(in thousands)thousands, except share and per share amounts)
(Unaudited)
| | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | Three Months Ended September 30, 2021 | | Nine Months Ended September 30, 2021 | | 2022 | | 2021 | | 2022 | | 2021 |
| Investment income: | Investment income: | | | | Investment income: | | | | | | | |
| From non-controlled/non-affiliated investments: | From non-controlled/non-affiliated investments: | | From non-controlled/non-affiliated investments: | |
| Interest income | Interest income | $ | 231,869 | | | $ | 380,505 | | Interest income | $ | 970,341 | | | $ | 231,869 | | | $ | 2,150,852 | | | $ | 380,505 | |
| Payment-in-kind interest income | Payment-in-kind interest income | 1,213 | | | 1,913 | | Payment-in-kind interest income | 36,734 | | | 1,213 | | | 89,526 | | | 1,913 | |
| Dividend income | | Dividend income | — | | | — | | | 1,510 | | | — | |
| Fee income | Fee income | 5,733 | | | 13,910 | | Fee income | 12,752 | | | 5,733 | | | 26,849 | | | 13,910 | |
| From controlled/affiliated investments: | | From controlled/affiliated investments: | |
| Dividend income | | Dividend income | 25,152 | | | — | | | 68,765 | | | — | |
| Total investment income | Total investment income | 238,815 | | | 396,328 | | Total investment income | 1,044,979 | | | 238,815 | | | 2,337,502 | | | 396,328 | |
| Expenses: | Expenses: | | | | Expenses: | | | | | | | |
| Interest expense | Interest expense | 39,759 | | | 60,544 | | Interest expense | 294,772 | | | 39,759 | | | 566,332 | | | 60,544 | |
| Management fees | 22,521 | | | 39,521 | | |
| Income based incentive fee | 21,735 | | | 35,496 | | |
| Capital gains incentive fee | 3,173 | | | 12,491 | | |
| Management fees (Note 3) | | Management fees (Note 3) | 70,984 | | | 22,521 | | | 186,552 | | | 39,521 | |
| Income based incentive fees (Note 3) | | Income based incentive fees (Note 3) | 83,663 | | | 21,735 | | | 194,775 | | | 35,496 | |
| Capital gains incentive fees (Note 3) | | Capital gains incentive fees (Note 3) | — | | | 3,173 | | | (15,059) | | | 12,491 | |
| Distribution and shareholder servicing fees | Distribution and shareholder servicing fees | | Distribution and shareholder servicing fees | |
| Class S | Class S | 3,442 | | | 5,598 | | Class S | 13,811 | | | 3,442 | | | 35,703 | | | 5,598 | |
| Class D | Class D | 97 | | | 120 | | Class D | 649 | | | 97 | | | 1,570 | | | 120 | |
| Professional fees | Professional fees | 720 | | | 2,307 | | Professional fees | 2,215 | | | 720 | | | 7,842 | | | 2,307 | |
| Board of Trustees’ fees | Board of Trustees’ fees | 130 | | | 409 | | Board of Trustees’ fees | 239 | | | 130 | | | 641 | | | 409 | |
| Administrative service expenses (Note 3) | Administrative service expenses (Note 3) | 606 | | | 1,225 | | Administrative service expenses (Note 3) | 1,897 | | | 606 | | | 4,090 | | | 1,225 | |
| Other general & administrative | Other general & administrative | 1,399 | | | 3,658 | | Other general & administrative | 3,918 | | | 1,399 | | | 9,764 | | | 3,658 | |
| Organization costs | Organization costs | — | | | 1,090 | | Organization costs | — | | | — | | | — | | | 1,090 | |
| Amortization of continuous offering costs | Amortization of continuous offering costs | 1,036 | | | 2,645 | | Amortization of continuous offering costs | 1,649 | | | 1,036 | | | 3,791 | | | 2,645 | |
| Total expenses | Total expenses | 94,618 | | | 165,104 | | Total expenses | 473,797 | | | 94,618 | | | 996,001 | | | 165,104 | |
| Expense support (Note 3) | Expense support (Note 3) | — | | | (2,199) | | Expense support (Note 3) | — | | | — | | | — | | | (2,199) | |
| Recoupment of expense support (Note 3) | Recoupment of expense support (Note 3) | — | | | 2,199 | | Recoupment of expense support (Note 3) | — | | | — | | | — | | | 2,199 | |
| Management fees waived (Note 3) | Management fees waived (Note 3) | (1,231) | | | (18,231) | | Management fees waived (Note 3) | — | | | (1,231) | | | — | | | (18,231) | |
| Incentive fees waived (Note 3) | Incentive fees waived (Note 3) | (1,109) | | | (14,870) | | Incentive fees waived (Note 3) | — | | | (1,109) | | | — | | | (14,870) | |
| Net expenses | Net expenses | 92,278 | | | 132,003 | | Net expenses | 473,797 | | | 92,278 | | | 996,001 | | | 132,003 | |
| Net investment income | 146,537 | | | 264,325 | | |
| Net investment income before excise tax | | Net investment income before excise tax | 571,182 | | | 146,537 | | | 1,341,501 | | | 264,325 | |
| Excise tax expense | | Excise tax expense | — | | | — | | | 292 | | | — | |
| Net investment income after excise tax | | Net investment income after excise tax | 571,182 | | | 146,537 | | | 1,341,209 | | | 264,325 | |
| Realized and unrealized gain (loss): | Realized and unrealized gain (loss): | | | | Realized and unrealized gain (loss): | | | | | | | |
| Net change in unrealized appreciation (depreciation): | Net change in unrealized appreciation (depreciation): | | Net change in unrealized appreciation (depreciation): | |
| Non-controlled/non-affiliated investments | Non-controlled/non-affiliated investments | 21,091 | | | 89,619 | | Non-controlled/non-affiliated investments | (143,934) | | | 21,091 | | | (1,058,844) | | | 89,619 | |
| Controlled/affiliated investments | Controlled/affiliated investments | (4) | | | (1) | | Controlled/affiliated investments | 4,106 | | | (4) | | | (30,036) | | | (1) | |
| Non-controlled/affiliated investments | Non-controlled/affiliated investments | 39 | | | 39 | | Non-controlled/affiliated investments | 562 | | | 39 | | | 608 | | | 39 | |
| Derivative instruments (Note 6) | | Derivative instruments (Note 6) | 3,958 | | | — | | | 2,289 | | | — | |
| | Net unrealized appreciation (depreciation) | Net unrealized appreciation (depreciation) | 21,126 | | | 89,657 | | Net unrealized appreciation (depreciation) | (135,308) | | | 21,126 | | | (1,085,983) | | | 89,657 | |
| Realized gain (loss): | Realized gain (loss): | | | | Realized gain (loss): | | | | | | | |
| Non-controlled/non-affiliated investments | Non-controlled/non-affiliated investments | 5,135 | | | 5,912 | | Non-controlled/non-affiliated investments | (92,364) | | | 5,135 | | | (108,268) | | | 5,912 | |
| Forward purchase obligation (Note 7) | — | | | 3,709 | | |
| Derivative (Note 7) | — | | | 2,334 | | |
| Foreign currency transactions | (880) | | | (1,682) | | |
| Forward purchase obligation (Note 8) | | Forward purchase obligation (Note 8) | — | | | — | | | — | | | 3,709 | |
| Syndicated warehouse agreement (Note 8) | | Syndicated warehouse agreement (Note 8) | — | | | — | | | — | | | 2,334 | |
| Foreign currency and other transactions | | Foreign currency and other transactions | (7,192) | | | (880) | | | (2,606) | | | (1,682) | |
| Net realized gain (loss) | Net realized gain (loss) | 4,255 | | | 10,273 | | Net realized gain (loss) | (99,556) | | | 4,255 | | | (110,874) | | | 10,273 | |
| Net realized and unrealized gain (loss) | Net realized and unrealized gain (loss) | 25,381 | | | 99,930 | | Net realized and unrealized gain (loss) | (234,864) | | | 25,381 | | | (1,196,857) | | | 99,930 | |
| Net increase (decrease) in net assets resulting from operations | Net increase (decrease) in net assets resulting from operations | $ | 171,918 | | | $ | 364,255 | | Net increase (decrease) in net assets resulting from operations | $ | 336,318 | | | $ | 171,918 | | | $ | 144,352 | | | $ | 364,255 | |
The accompanying notes are an integral part of these consolidated financial statements.
Blackstone Private Credit Fund
Consolidated StatementsStatement of Changes in Net Assets
(in thousands)
(Unaudited)
| | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | Three Months Ended September 30, 2021 | | Nine Months Ended September 30, 2021 | | 2022 | | 2021 | | 2022 | | 2021 |
| Operations: | Operations: | | Operations: | | | | | | | |
| Net investment income | Net investment income | $ | 146,537 | | | $ | 264,325 | | Net investment income | $ | 571,182 | | | $ | 146,537 | | | $ | 1,341,209 | | | $ | 264,325 | |
| Net realized gain (loss) | 4,255 | | | 10,273 | | |
| Net change in unrealized appreciation (depreciation) | 21,126 | | | 89,657 | | |
| Net realized gain (loss) on investments | | Net realized gain (loss) on investments | (99,556) | | | 4,255 | | | (110,874) | | | 10,273 | |
| Net change in unrealized appreciation (depreciation) on investments | | Net change in unrealized appreciation (depreciation) on investments | (135,308) | | | 21,126 | | | (1,085,983) | | | 89,657 | |
| Net increase (decrease) in net assets resulting from operations | Net increase (decrease) in net assets resulting from operations | 171,918 | | | 364,255 | | Net increase (decrease) in net assets resulting from operations | 336,318 | | | 171,918 | | | 144,352 | | | 364,255 | |
| Distributions to common shareholders: | Distributions to common shareholders: | | | | Distributions to common shareholders: | | | | | | | |
| Class I | Class I | (109,808) | | | (207,543) | | Class I | (359,759) | | | (109,808) | | | (871,105) | | | (207,543) | |
| Class S | Class S | (29,305) | | | (51,138) | | Class S | (140,144) | | | (29,305) | | | (327,288) | | | (51,138) | |
| Class D | Class D | (3,055) | | | (4,120) | | Class D | (23,963) | | | (3,055) | | | (52,959) | | | (4,120) | |
| Net decrease in net assets resulting from distributions | Net decrease in net assets resulting from distributions | (142,168) | | | (262,801) | | Net decrease in net assets resulting from distributions | (523,865) | | | (142,168) | | | (1,251,352) | | | (262,801) | |
| Share transactions: | Share transactions: | | | | Share transactions: | | | | | | | |
| Class I: | Class I: | | Class I: | |
| Proceeds from shares sold | Proceeds from shares sold | 2,479,115 | | | 6,148,343 | | Proceeds from shares sold | 1,253,674 | | | 2,479,115 | | | 6,973,021 | | | 6,148,343 | |
| Share transfers between classes | Share transfers between classes | 14,693 | | | 17,438 | | Share transfers between classes | 16,753 | | | 14,693 | | | 56,232 | | | 17,438 | |
| Distributions reinvested | Distributions reinvested | 49,034 | | | 73,596 | | Distributions reinvested | 151,911 | | | 49,034 | | | 370,696 | | | 73,596 | |
| Repurchased shares, net of early repurchase deduction | Repurchased shares, net of early repurchase deduction | (2,801) | | | (4,040) | | Repurchased shares, net of early repurchase deduction | (611,647) | | | (2,801) | | | (904,839) | | | (4,040) | |
| Net increase (decrease) from share transactions | Net increase (decrease) from share transactions | 2,540,041 | | | 6,235,337 | | Net increase (decrease) from share transactions | 810,691 | | | 2,540,041 | | | 6,495,110 | | | 6,235,337 | |
| Class S: | Class S: | | | | Class S: | | | | | | | |
| Proceeds from shares sold | Proceeds from shares sold | 823,021 | | | 1,916,892 | | Proceeds from shares sold | 601,002 | | | 823,021 | | | 3,406,722 | | | 1,916,892 | |
| Share transfers between classes | Share transfers between classes | (3,439) | | | (3,439) | | Share transfers between classes | (6,483) | | | (3,439) | | | (11,003) | | | (3,439) | |
| Distributions reinvested | Distributions reinvested | 15,471 | | | 20,812 | | Distributions reinvested | 61,154 | | | 15,471 | | | 142,331 | | | 20,812 | |
| Repurchased shares, net of early repurchase deduction | Repurchased shares, net of early repurchase deduction | (87) | | | (81) | | Repurchased shares, net of early repurchase deduction | (47,971) | | | (87) | | | (89,583) | | | (81) | |
| Net increase (decrease) from share transactions | Net increase (decrease) from share transactions | 834,966 | | | 1,934,184 | | Net increase (decrease) from share transactions | 607,702 | | | 834,966 | | | 3,448,467 | | | 1,934,184 | |
| Class D: | Class D: | | | | Class D: | | | | | | | |
| Proceeds from shares sold | Proceeds from shares sold | 132,547 | | | 212,894 | | Proceeds from shares sold | 179,680 | | | 132,547 | | | 713,712 | | | 212,894 | |
| Share transfers between classes | Share transfers between classes | (11,254) | | | (13,999) | | Share transfers between classes | (10,270) | | | (11,254) | | | (45,229) | | | (13,999) | |
| Distributions reinvested | Distributions reinvested | 1,210 | | | 1,272 | | Distributions reinvested | 11,404 | | | 1,210 | | | 24,710 | | | 1,272 | |
| Repurchased shares, net of early repurchase deduction | Repurchased shares, net of early repurchase deduction | 1 | | | 1 | | Repurchased shares, net of early repurchase deduction | (3,796) | | | 1 | | | (6,014) | | | 1 | |
| Net increase (decrease) from share transactions | Net increase (decrease) from share transactions | 122,504 | | | 200,168 | | Net increase (decrease) from share transactions | 177,018 | | | 122,504 | | | 687,179 | | | 200,168 | |
| Total increase (decrease) in net assets | Total increase (decrease) in net assets | 3,527,261 | | | 8,471,143 | | Total increase (decrease) in net assets | 1,407,864 | | | 3,527,261 | | | 9,523,756 | | | 8,471,143 | |
| Net assets, beginning of period | Net assets, beginning of period | 4,943,934 | | | 52 | | Net assets, beginning of period | 20,970,712 | | | 4,943,934 | | | 12,854,820 | | | 52 | |
| Net assets, end of period | Net assets, end of period | $ | 8,471,195 | | | $ | 8,471,195 | | Net assets, end of period | $ | 22,378,576 | | | $ | 8,471,195 | | | $ | 22,378,576 | | | $ | 8,471,195 | |
The accompanying notes are an integral part of these consolidated financial statements.
Blackstone Private Credit Fund
Consolidated Statement of Cash Flows
(in thousands)
(Unaudited)
| | | | | |
| Nine Months Ended September 30, 2021 |
Cash flows from operating activities: | |
Net increase (decrease) in net assets resulting from operations | $ | 364,255 | |
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 | (89,658) | |
Net realized (gain) loss on investments | (5,912) | |
Net realized (gain) loss on forward purchase obligation | (3,709) | |
Net realized (gain) loss on derivative | (2,334) | |
Payment-in-kind interest capitalized | 383 | |
Net accretion of discount and amortization of premium | (17,225) | |
Amortization of deferred financing costs | 4,718 | |
Amortization of debt issuance costs and original issue discount on Notes | 615 | |
Amortization of offering costs | 2,645 | |
Payment in connection with purchase of Syndicated Warehouse, net of cash received (Note 7) | (44,521) | |
Payment in connection with Twin Peaks acquisition, net of cash received (Note 10) | (697,431) | |
Purchases of investments | (18,427,308) | |
Proceeds from sale of investments and principal repayments | 2,117,834 | |
Changes in operating assets and liabilities: | |
Interest receivable | (103,781) | |
Receivable for investments sold | (561,860) | |
Other assets | (53) | |
Payable for investments purchased | 1,336,567 | |
Management fee payable | 21,290 | |
Income based incentive fee payable | 20,626 | |
Capital gains incentive fee payable | 12,491 | |
Due to affiliates | 6,957 | |
Interest payable | 19,463 | |
Accrued expenses and other liabilities | 4,404 | |
Net cash provided by (used in) operating activities | (16,041,544) | |
Cash flows from financing activities: | |
Borrowings of debt | 14,514,975 | |
Repayments of debt | (6,188,087) | |
Deferred financing costs paid | (51,926) | |
Debt issuance costs paid | (535) | |
Deferred offering costs paid | (4,323) | |
Proceeds from issuance of common shares | 8,277,035 | |
Repurchased shares, net of early repurchase deduction paid | (1,233) | |
Dividends paid in cash | (111,619) | |
Net cash provided by (used in) financing activities | 16,434,287 | |
Net increase (decrease) in cash and cash equivalents | 392,743 | |
Effect of foreign exchange rate changes on cash and cash equivalents | — | |
Cash and cash equivalents, beginning of period | 52 | |
Cash and cash equivalents, end of period | $ | 392,795 | |
| |
| |
| | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2022 | | 2021 |
| Cash flows from operating activities: | | | |
| Net increase (decrease) in net assets resulting from operations | $ | 144,352 | | | $ | 364,255 | |
| 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 | 1,088,272 | | | (89,658) | |
| Net change in unrealized gain/loss on derivative instruments | 2,499 | | | — | |
| | | |
| Net realized (gain) loss on investments | 108,268 | | | (5,912) | |
| Net realized (gain) loss on forward purchase obligation | — | | | (3,709) | |
| Net realized (gain) loss on syndicated warehouse agreement | — | | | (2,334) | |
| Payment-in-kind interest capitalized | (102,604) | | | 383 | |
| Net accretion of discount and amortization of premium | (103,749) | | | (17,225) | |
| Amortization of deferred financing costs | 17,596 | | | 4,718 | |
| Amortization of debt issuance costs and original issue discount on notes | 14,228 | | | 615 | |
| Amortization of offering costs | 3,792 | | | 2,645 | |
| Payment in connection with purchase of Syndicated Warehouse, net of cash received | — | | | (44,521) | |
| Payment in connection with Purchase Agreement transaction, net of cash received | — | | | (697,431) | |
| Purchases of investments | (24,992,598) | | | (18,427,308) | |
| Proceeds from sale of investments and principal repayments | 5,604,898 | | | 2,117,834 | |
| Changes in operating assets and liabilities: | | | |
| Interest receivable | (304,745) | | | (103,781) | |
| Receivable for investments | (505,039) | | | (561,860) | |
| Other assets | (3,713) | | | (53) | |
| Payable for investments purchased | 381,795 | | | 1,336,567 | |
| Management fee payable | 35,946 | | | 21,290 | |
| Income based incentive fee payable | 47,659 | | | 20,626 | |
| Capital gains incentive fee payable | (15,058) | | | 12,491 | |
| Due to affiliates | 15,662 | | | 6,957 | |
| Interest payable | 194,067 | | | 19,463 | |
| Accrued expenses and other liabilities | 12,303 | | | 4,404 | |
| Net cash provided by (used in) operating activities | (18,356,170) | | | (16,041,544) | |
| Cash flows from financing activities: | | | |
| Borrowings on debt | 17,575,191 | | | 14,514,975 | |
| Repayments on debt | (8,269,116) | | | (6,188,087) | |
| Deferred financing costs paid | (51,442) | | | (51,926) | |
| Debt issuance costs paid | (6,657) | | | (535) | |
| Deferred offering costs paid | (4,865) | | | (4,323) | |
| Proceeds from issuance of common shares | 11,093,454 | | | 8,277,035 | |
| Repurchased shares, net of early repurchase deduction paid | (348,806) | | | (1,233) | |
| Dividends paid in cash | (655,795) | | | (111,619) | |
| Net cash provided by (used in) financing activities | 19,331,964 | | | 16,434,287 | |
| Net increase (decrease) in cash and cash equivalents | 975,794 | | | 392,743 | |
| Effect of foreign exchange rate changes on cash and cash equivalents | (4,788) | | | — | |
| Cash and cash equivalents, beginning of period | 617,986 | | | 52 | |
| Cash and cash equivalents, end of period | $ | 1,588,992 | | | $ | 392,795 | |
| | | |
| | | | | |
Blackstone Private Credit Fund | | | | | | | | | | | | | Supplemental information and non-cash activities: | | | | | Interest paid during the period | $ | 405,828 | | | $ | 35,752 | | | Distribution payable | $ | 157,871 | | | $ | 55,504 | | | Subscription receivable | $ | — | | | $ | 1,094 | | | Reinvestment of dividends during the period | $ | 537,737 | | | $ | 95,680 | | | Accrued but unpaid debt financing and debt issuance costs | $ | 2,718 | | | $ | 3,373 | | | Accrued but unpaid offering costs | $ | 6 | | | $ | 557 | | | Share repurchases accrued but not yet paid | $ | 663,415 | | | $ | 2,887 | | | Non-cash assets acquired/liabilities assumed: | | | | | Syndicated Warehouse (Note 8): | | | | | Investments | $ | — | | | $ | 300,464 | | | Debt | $ | — | | | $ | (134,000) | | | Other assets/liabilities, net | $ | — | | | $ | (118,411) | | | Twin Peaks (Note 12): | | | | | Investments | $ | — | | | $ | 1,023,188 | | | Debt | $ | — | | | $ | (337,648) | | | Other assets/liabilities, net | $ | — | | | $ | 35,473 | |
Consolidated Statement of Cash Flows
(in thousands)
(Unaudited)
|
| |
Supplemental information and non-cash activities: | |
Interest paid during the period | $ | 35,752 | |
Distribution payable | $ | 55,504 | |
Subscription receivable | $ | 1,094 | |
Reinvestment of dividends during the period | $ | 95,680 | |
Accrued but unpaid debt financing costs | $ | 2,238 | |
Accrued but unpaid debt issuance costs | $ | 1,135 | |
Accrued but unpaid offering costs | $ | 557 | |
Share repurchases accrued but not yet paid | $ | 2,887 | |
Non-cash assets acquired/liabilities assumed: | |
Syndicated Warehouse (Note 7): | |
Investments | $ | 300,464 | |
Debt | $ | (134,000) | |
Other assets/liabilities, net | $ | (118,411) | |
Twin Peaks Acquisition (Note 10): | |
Investments | $ | 1,023,188 | |
Debt | $ | (337,648) | |
Other assets/liabilities, net | $ | 35,473 | |
The accompanying notes are an integral part of these consolidated financial statements.
| | |
Blackstone Private Credit Fund
Consolidated Schedule of Investments
September 30, 2021
2022 (in thousands)
(Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | Percentage of Net Assets |
| Investments - non-controlled/non-affiliated | | | | | | | | | | | | | | |
| First Lien Debt | | | | | | | | | | | | | | |
| Aerospace & Defense | | | | | | | | | | | | | | |
| Corfin Holdings, Inc. (4)(11) | | L + 6.00% | | 7.00% | | 2/5/2026 | | $ | 6,636 | | | $ | 6,593 | | | $ | 6,619 | | | 0.08 | % |
| Linquest Corp. (4)(7)(10) | | L + 5.75% | | 6.50% | | 7/28/2028 | | 157,500 | | | 153,994 | | | 153,902 | | | 1.82 | |
| Loar Group, Inc. (4)(8) | | L + 7.25% | | 7.38% | | 10/2/2023 | | 29,497 | | | 29,497 | | | 29,497 | | | 0.35 | |
| MAG DS Corp. (4)(11) | | L + 5.50% | | 6.50% | | 4/1/2027 | | 11,073 | | | 10,893 | | | 10,326 | | | 0.12 | |
| Peraton Corp. (10) | | L + 3.75% | | 4.50% | | 2/1/2028 | | 67,571 | | | 67,310 | | | 67,729 | | | 0.80 | |
| | | | | | | | | | 268,287 | | | 268,073 | | | 3.17 | |
| Air Freight & Logistics | | | | | | | | | | | | | | |
| AGI-CFI Holdings, Inc. (4)(7)(10) | | L + 5.50% | | 6.25% | | 6/11/2027 | | 176,280 | | | 172,779 | | | 172,754 | | | 2.04 | |
| Livingston International, Inc. (4)(6)(10) | | L + 5.50% | | 6.25% | | 4/30/2027 | | 105,944 | | | 105,129 | | | 104,885 | | | 1.24 | |
| Mode Purchaser, Inc. (4)(11) | | L + 6.25% | | 7.25% | | 12/9/2026 | | 34,475 | | | 33,466 | | | 34,130 | | | 0.40 | |
| Omni Intermediate Holdings, LLC - Revolving Term Loan (4)(7)(11) | | L + 5.00% | | 6.00% | | 12/30/2025 | | 6,993 | | | 6,976 | | | 6,993 | | | 0.08 | |
| Omni Intermediate Holdings, LLC (4)(11) | | L + 5.00% | | 6.00% | | 12/30/2026 | | 179,690 | | | 175,968 | | | 179,690 | | | 2.12 | |
| R1 Holdings, LLC (4)(7)(11) | | L + 6.00% | | 7.00% | | 1/2/2026 | | 36,624 | | | 36,624 | | | 36,624 | | | 0.43 | |
| SEKO Global Logistics Network, LLC (4)(11) | | L + 5.00% | | 6.00% | | 12/30/2026 | | € | 35,393 | | | 40,382 | | | 40,382 | | | 0.48 | |
| SEKO Global Logistics Network, LLC (4)(7)(11) | | L + 5.00% | | 6.00% | | 12/30/2026 | | 101,276 | | | 99,967 | | | 101,066 | | | 1.19 | |
| The Kenan Advantage Group, Inc. (10) | | L + 3.75% | | 4.50% | | 3/12/2026 | | 19,091 | | | 19,086 | | | 19,102 | | | 0.23 | |
| Wwex Uni Topco Holdings, LLC (10) | | L + 4.25% | | 5.00% | | 7/26/2028 | | 12,681 | | | 12,557 | | | 12,738 | | | 0.15 | |
| | | | | | | | | | 702,934 | | | 708,364 | | | 8.36 | |
| Airlines | | | | | | | | | | | | | | |
| Air Canada (6)(10) | | L + 3.50% | | 4.25% | | 8/11/2028 | | 7,819 | | | 7,742 | | | 7,861 | | | 0.09 | |
| American Airlines, Inc. (6)(10) | | L + 4.75% | | 5.50% | | 3/11/2028 | | 7,314 | | | 7,246 | | | 7,571 | | | 0.09 | |
| KKR Apple Bidco, LLC (5)(9) | | L + 3.00% | | 3.50% | | 7/14/2028 | | 4,000 | | | 3,990 | | | 4,001 | | | 0.05 | |
| United Airlines, Inc. (6)(10) | | L + 3.75% | | 4.50% | | 4/21/2028 | | 16,673 | | | 16,684 | | | 16,826 | | | 0.20 | |
| | | | | | | | | | 35,662 | | | 36,259 | | | 0.43 | |
| Auto Components | | | | | | | | | | | | | | |
| Clarios Global LP (6)(8) | | L + 3.25% | | 3.33% | | 4/30/2026 | | 6,806 | | | 6,801 | | | 6,785 | | | 0.08 | |
| Metis Buyer, Inc. (5)(7)(10) | | L + 4.00% | | 4.75% | | 5/4/2028 | | 49,875 | | | 48,397 | | | 50,012 | | | 0.59 | |
| Wheel Pros, Inc. (10) | | L + 4.50% | | 5.25% | | 4/23/2028 | | 25,971 | | | 25,977 | | | 25,993 | | | 0.31 | |
| | | | | | | | | | 81,175 | | | 82,790 | | | 0.98 | |
| Beverages | | | | | | | | | | | | | | |
| Arterra Wines Canada, Inc. (6)(10) | | L + 3.50% | | 4.25% | | 11/24/2027 | | 4,970 | | | 4,998 | | | 4,982 | | | 0.06 | |
| Triton Water Holdings, Inc. (9) | | L + 3.50% | | 4.00% | | 3/18/2028 | | 26,698 | | | 26,660 | | | 26,696 | | | 0.32 | |
| | | | | | | | | | 31,658 | | | 31,678 | | | 0.38 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| Investments—non-controlled/non-affiliated | | | | | | | | | | | | | | | |
| First Lien Debt | | | | | | | | | | | | | | | |
| Aerospace & Defense | | | | | | | | | | | | | | | |
| Amentum Government Services Holdings, LLC (8) | | L + | 4.00% | | 7.67% | | 1/29/2027 | | $ | 7,952 | | | $ | 7,844 | | | $ | 7,620 | | | 0.03 | % |
| Amentum Government Services Holdings, LLC (9) | | SOFR + | 4.00% | | 7.21% | | 2/15/2029 | | 12,248 | | | 12,191 | | | 11,727 | | | 0.05 | |
| Atlas CC Acquisition Corp. (7)(10) | | L + | 4.25% | | 7.32% | | 5/25/2028 | | 60,169 | | | 58,164 | | | 47,824 | | | 0.21 | |
| Corfin Holdings, Inc. (4)(11) | | L + | 5.75% | | 9.42% | | 2/5/2026 | | 30,573 | | | 30,564 | | | 30,267 | | | 0.14 | |
| Corfin Holdings, Inc. (4)(11) | | L + | 5.75% | | 8.82% | | 2/5/2026 | | 1,698 | | | 1,674 | | | 1,681 | | | 0.01 | |
| LinQuest Corp. (4)(5)(7)(10) | | L + | 5.75% | | 9.10% | | 7/28/2028 | | 156,000 | | | 153,032 | | | 150,872 | | | 0.67 | |
| Loar Group, Inc. (4)(11) | | L + | 7.25% | | 10.37% | | 10/2/2023 | | 29,249 | | | 27,750 | | | 27,249 | | | 0.12 | |
| Loar Group, Inc. (4)(7)(8) | | L + | 7.25% | | 10.37% | | 10/2/2024 | | 144,638 | | | 141,981 | | | 144,638 | | | 0.65 | |
| MAG DS Corp. (4)(11) | | L + | 5.50% | | 9.17% | | 4/1/2027 | | 9,695 | | | 9,566 | | | 8,919 | | | 0.04 | |
| Maverick Acquisition, Inc. (4)(5)(7)(11) | | L + | 6.25% | | 9.92% | | 6/1/2027 | | 48,836 | | | 47,867 | | | 46,352 | | | 0.21 | |
| Peraton Corp. (10) | | L + | 3.75% | | 6.87% | | 2/1/2028 | | 70,307 | | | 70,154 | | | 66,818 | | | 0.30 | |
| Vertex Aerospace Services Corp. (10) | | L + | 3.75% | | 6.87% | | 12/6/2028 | | 30,208 | | | 30,116 | | | 29,453 | | | 0.13 | |
| West Star Aviation Acquisition, LLC (4)(7)(10) | | SOFR + | 6.00% | | 8.59% | | 3/1/2028 | | 4,316 | | | 4,217 | | | 4,211 | | | 0.02 | |
| | | | | | | | | | | 595,120 | | | 577,632 | | | 2.58 | |
| Air Freight & Logistics | | | | | | | | | | | | | | | |
| AGI-CFI Holdings, Inc. (4)(10) | | L + | 5.50% | | 8.88% | | 6/11/2027 | | 216,354 | | | 212,801 | | | 214,190 | | | 0.96 | |
| AGI-CFI Holdings, Inc. (4)(10) | | L + | 5.75% | | 7.91% | | 6/11/2027 | | 52,699 | | | 51,795 | | | 52,172 | | | 0.23 | |
| Alliance Ground (4)(10) | | SOFR + | 5.75% | | 8.44% | | 6/11/2027 | | 95,908 | | | 94,064 | | | 94,949 | | | 0.42 | |
| ENV Bidco (4)(6)(10) | | SOFR + | 6.00% | | 9.55% | | 7/19/2029 | | 102,349 | | | 99,854 | | | 99,790 | | | 0.45 | |
| ENV Bidco (4)(6)(7)(8) | | E + | 6.00% | | 7.19% | | 7/19/2029 | | € | 114,140 | | | 111,211 | | | 105,806 | | | 0.47 | |
| Livingston International, Inc. (4)(6)(10) | | L + | 5.50% | | 9.14% | | 4/30/2027 | | 104,924 | | | 104,262 | | | 103,875 | | | 0.46 | |
| Mode Purchaser, Inc. (4)(11) | | SOFR + | 6.25% | | 8.96% | | 2/5/2029 | | 169,427 | | | 166,355 | | | 169,427 | | | 0.76 | |
| Mode Purchaser, Inc. (4)(11) | | SOFR + | 6.25% | | 8.96% | | 12/9/2026 | | 34,125 | | | 33,319 | | | 34,125 | | | 0.15 | |
| R1 Holdings, LLC (4)(11) | | L + | 6.00% | | 7.00% | | 1/2/2026 | | 44,223 | | | 44,187 | | | 44,223 | | | 0.20 | |
| Redwood Services Group, LLC (4)(7)(10) | | SOFR + | 6.00% | | 6.75% | | 6/15/2029 | | 36,851 | | | 36,061 | | | 36,026 | | | 0.16 | |
| RWL Holdings, LLC (4)(7)(10) | | SOFR + | 5.75% | | 9.45% | | 12/31/2028 | | 217,761 | | | 213,385 | | | 215,003 | | | 0.96 | |
| SEKO Global Logistics Network, LLC (4)(5)(6)(11) | | E + | 5.00% | | 6.00% | | 12/30/2026 | | € | 35,393 | | | 40,490 | | | 34,548 | | | 0.15 | |
| SEKO Global Logistics Network, LLC (4)(5)(7)(11) | | L + | 5.00% | | 8.07% | | 12/30/2026 | | 88,976 | | | 88,013 | | | 88,361 | | | 0.39 | |
| The Kenan Advantage Group, Inc. (10) | | L + | 3.75% | | 6.87% | | 3/24/2026 | | 42,524 | | | 42,340 | | | 40,318 | | | 0.18 | |
| Wwex Uni Topco Holdings, LLC (10) | | L + | 4.00% | | 7.67% | | 7/26/2028 | | 19,031 | | | 18,780 | | | 17,386 | | | 0.08 | |
| | | | | | | | | | | 1,356,917 | | | 1,350,200 | | | 6.03 | |
| | |
Blackstone Private Credit Fund
Consolidated Schedule of Investments
September 30, 2021
2022 (in thousands)
(Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | Percentage of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | |
| Building Products | | | | | | | | | | | | | | |
| Cornerstone Building Brands, Inc. (6)(9) | | L + 3.25% | | 3.75% | | 4/12/2028 | | 15,791 | | | 15,714 | | | 15,786 | | | 0.19 | |
| CP Atlas Buyer, Inc. (9) | | L + 3.75% | | 4.25% | | 11/23/2027 | | 31,633 | | | 31,638 | | | 31,577 | | | 0.37 | |
| Empire Today, LLC (10) | | L + 5.00% | | 5.75% | | 3/8/2028 | | 88,778 | | | 87,304 | | | 88,297 | | | 1.04 | |
| Fencing Supply Group Acquisition, LLC (4)(7)(11) | | L + 6.00% | | 7.00% | | 2/26/2027 | | 79,119 | | | 77,977 | | | 78,327 | | | 0.92 | |
| Illuminate Merger Sub Corp. (9) | | L + 3.50% | | 4.00% | | 6/30/2028 | | 5,000 | | | 4,976 | | | 5,004 | | | 0.06 | |
| Jacuzzi Brands, LLC (4)(11) | | L + 6.50% | | 7.50% | | 2/25/2025 | | 52,938 | | | 52,372 | | | 52,938 | | | 0.62 | |
| Kodiak BP, LLC (10) | | L + 3.25% | | 4.00% | | 2/25/2028 | | 7,415 | | | 7,411 | | | 7,424 | | | 0.09 | |
| L&S Mechanical Acquisition, LLC (4)(7)(10) | | L + 5.75% | | 6.50% | | 9/1/2027 | | 115,082 | | | 112,812 | | | 112,781 | | | 1.33 | |
| Latham Pool Products, Inc. (8) | | L + 6.00% | | 6.08% | | 6/18/2025 | | 79,521 | | | 79,026 | | | 79,919 | | | 0.94 | |
| Lindstrom, LLC (4)(11) | | L + 6.25% | | 7.25% | | 4/7/2025 | | 28,019 | | | 27,778 | | | 28,019 | | | 0.33 | |
| Mi Windows and Doors, LLC (10) | | L + 3.75% | | 4.50% | | 12/18/2027 | | 24,349 | | | 24,469 | | | 24,428 | | | 0.29 | |
| Symphony Technology Group (6)(10) | | L + 5.00% | | 5.75% | | 5/3/2028 | | 63,345 | | | 62,725 | | | 63,424 | | | 0.75 | |
| Windows Acquisition Holdings, Inc. (4)(11) | | L + 6.50% | | 7.50% | | 12/29/2026 | | 62,523 | | | 61,423 | | | 62,523 | | | 0.74 | |
| | | | | | | | | | 645,625 | | | 650,447 | | | 7.67 | |
| Capital Markets | | | | | | | | | | | | | | |
| Advisor Group Holdings, Inc. (8) | | L + 4.50% | | 4.58% | | 7/31/2026 | | 24,392 | | | 24,453 | | | 24,462 | | | 0.29 | |
| Superannuation And Investments US, LLC (6)(9) | | L + 3.75% | | 4.25% | | 9/23/2028 | | 11,364 | | | 11,250 | | | 11,321 | | | 0.13 | |
| The Edelman Financial Engines Center, LLC (10) | | L + 3.50% | | 4.25% | | 3/15/2028 | | 19,930 | | | 19,861 | | | 19,914 | | | 0.24 | |
| | | | | | | | | | 55,564 | | | 55,697 | | | 0.66 | |
| Chemicals | | | | | | | | | | | | | | |
| Dominion Colour Corporation (4)(6)(7)(11) | | L + 8.25% (incl. 2.00% PIK) | | 9.25% | | 4/6/2024 | | 35,504 | | | 34,028 | | | 34,883 | | | 0.41 | |
| Geon Performance Solutions, LLC (10) | | L + 4.75% | | 5.50% | | 8/9/2028 | | 7,407 | | | 7,352 | | | 7,470 | | | 0.09 | |
| Hyperion Materials & Technologies, Inc. (9) | | L + 4.50% | | 5.00% | | 8/28/2028 | | 15,000 | | | 14,926 | | | 15,047 | | | 0.18 | |
| LSF11 Skyscraper Holdco S.à r.l, LLC (5)(6)(10) | | L + 3.50% | | 4.25% | | 9/29/2027 | | 19,900 | | | 19,805 | | | 19,950 | | | 0.24 | |
| New Arclin US Holding Corp. (6)(7)(9) | | L + 4.00% | | 4.50% | | 9/21/2028 | | 11,482 | | | 11,416 | | | 11,493 | | | 0.14 | |
| NIC Acquisition Corp. (10) | | L + 3.75% | | 4.50% | | 12/29/2027 | | 13,871 | | | 13,857 | | | 13,883 | | | 0.16 | |
| Olympus Water US Holding Corp. (6)(9) | | L + 3.75% | | 4.25% | | 9/21/2028 | | 5,625 | | | 5,611 | | | 5,624 | | | 0.07 | |
| Polymer Additives, Inc. (8) | | L + 6.00% | | 6.13% | | 7/31/2025 | | 30,499 | | | 28,235 | | | 29,751 | | | 0.35 | |
| | | | | | | | | | 135,230 | | | 138,101 | | | 1.64 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Airlines | | | | | | | | | | | | | | | |
| Air Canada (6)(10) | | L + | 3.50% | | 6.42% | | 8/11/2028 | | $ | 16,777 | | | $ | 16,648 | | | $ | 15,996 | | | 0.07 | % |
| United Airlines, Inc. (6)(10) | | L + | 3.75% | | 6.53% | | 4/21/2028 | | 26,446 | | | 26,482 | | | 25,353 | | | 0.11 | |
| | | | | | | | | | | 43,130 | | | 41,349 | | | 0.18 | |
| Auto Components | | | | | | | | | | | | | | | |
| Clarios Global LP (6)(8) | | L + | 3.25% | | 6.37% | | 4/30/2026 | | 19,806 | | | 19,668 | | | 18,795 | | | 0.08 | |
| Metis Buyer, Inc. (5)(7)(10) | | SOFR + | 4.00% | | 7.25% | | 5/4/2028 | | 57,583 | | | 56,295 | | | 53,391 | | | 0.24 | |
| Wheel Pros, Inc. (10) | | L + | 4.50% | | 7.55% | | 5/11/2028 | | 25,711 | | | 25,717 | | | 19,019 | | | 0.08 | |
| | | | | | | | | | | 101,680 | | | 91,205 | | | 0.41 | |
| Beverages | | | | | | | | | | | | | | | |
| Naked Juice, LLC (9) | | SOFR + | 3.25% | | 6.90% | | 1/24/2029 | | 25,067 | | | 24,964 | | | 23,089 | | | 0.10 | |
| Triton Water Holdings, Inc. (9) | | L + | 3.50% | | 7.17% | | 3/31/2028 | | 61,055 | | | 59,962 | | | 55,094 | | | 0.25 | |
| | | | | | | | | | | 84,926 | | | 78,183 | | | 0.35 | |
| Building Products | | | | | | | | | | | | | | | |
| Camelot Return Merger SU (6)(8) | | | 8.75% | | 8.75% | | 8/1/2028 | | 12,160 | | | 11,016 | | | 10,039 | | | 0.04 | |
| Cornerstone Building Brands, Inc. (6)(9) | | L + | 3.25% | | 6.07% | | 4/12/2028 | | 7,410 | | | 7,385 | | | 6,129 | | | 0.03 | |
| Cornerstone Building Brands, Inc. (6)(9) | | SOFR + | 5.63% | | 8.47% | | 8/1/2028 | | 50,000 | | | 45,250 | | | 46,000 | | | 0.21 | |
| CP Atlas Buyer, Inc. (9) | | L + | 3.75% | | 6.27% | | 11/23/2027 | | 54,252 | | | 54,070 | | | 47,525 | | | 0.21 | |
| Engineered Stone Group Holdings III Ltd. (4)(6)(7)(10) | | SOFR + | 5.51% | | 8.50% | | 4/23/2028 | | € | 58,583 | | | 57,967 | | | 59,987 | | | 0.27 | |
| Fencing Supply Group Acquisition, LLC (4)(5)(11) | | L + | 6.00% | | 8.08% | | 2/26/2027 | | 108,233 | | | 106,884 | | | 108,233 | | | 0.48 | |
| Great Day Improvements, LLC (4)(10) | | L + | 6.25% | | 9.92% | | 12/29/2027 | | 182,392 | | | 179,204 | | | 179,656 | | | 0.80 | |
| Griffon Corporation (6)(9) | | SOFR + | 2.50% | | 5.49% | | 1/24/2029 | | 1,268 | | | 1,265 | | | 1,222 | | | 0.01 | |
| Illuminate Merger Sub Corp. (9) | | L + | 3.50% | | 6.38% | | 7/21/2028 | | 30,768 | | | 30,487 | | | 27,037 | | | 0.12 | |
| Jacuzzi Brands, LLC (4)(10) | | SOFR + | 6.00% | | 9.55% | | 2/25/2025 | | 52,738 | | | 52,339 | | | 52,738 | | | 0.24 | |
| Jacuzzi Brands, LLC (4)(10) | | SOFR + | 6.00% | | 8.05% | | 4/21/2030 | | 205,058 | | | 202,740 | | | 205,058 | | | 0.92 | |
| Kodiak BP, LLC (10) | | L + | 3.25% | | 6.92% | | 3/12/2028 | | 48,933 | | | 48,591 | | | 45,110 | | | 0.20 | |
| L&S Mechanical Acquisition, LLC (4)(5)(10) | | L + | 5.75% | | 9.43% | | 9/1/2027 | | 113,994 | | | 112,125 | | | 108,579 | | | 0.49 | |
| Lindstrom, LLC (4)(11) | | SOFR + | 6.25% | | 8.86% | | 4/7/2025 | | 150,798 | | | 147,247 | | | 149,290 | | | 0.67 | |
| Mi Windows and Doors, LLC (9) | | SOFR + | 3.50% | | 6.63% | | 12/18/2027 | | 5,559 | | | 5,576 | | | 5,433 | | | 0.02 | |
| New Arclin US Holding Corp. (6)(7)(9) | | L + | 3.75% | | 6.87% | | 10/2/2028 | | 21,312 | | | 21,258 | | | 19,499 | | | 0.09 | |
| The Chamberlain Group, Inc. (9) | | L + | 3.50% | | 6.62% | | 11/3/2028 | | 48,196 | | | 47,832 | | | 43,959 | | | 0.20 | |
| Windows Acquisition Holdings, Inc. (4)(5)(11) | | L + | 6.50% | | 10.17% | | 12/29/2026 | | 60,465 | | | 59,603 | | | 60,465 | | | 0.27 | |
| | | | | | | | | | | 1,190,838 | | | 1,175,958 | | | 5.25 | |
| | |
Blackstone Private Credit Fund
Consolidated Schedule of Investments
September 30, 2021
2022 (in thousands)
(Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | Percentage of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | |
| Commercial Services & Supplies | | | | | | | | | | | | | | |
| Access CIG, LLC (8) | | L + 3.75% | | 3.83% | | 2/27/2025 | | 19,012 | | | 18,984 | | | 18,942 | | | 0.22 | |
| Allied Universal Holdco, LLC (9) | | L + 3.75% | | 4.25% | | 5/12/2028 | | 14,643 | | | 14,665 | | | 14,672 | | | 0.17 | |
| Ascend Learning, LLC (11) | | L + 3.00% | | 4.00% | | 7/12/2024 | | 2,992 | | | 2,994 | | | 2,995 | | | 0.04 | |
| Bazaarvoice, Inc. (4)(7)(8) | | L + 5.75% | | 5.83% | | 5/7/2028 | | 372,166 | | | 372,166 | | | 372,166 | | | 4.39 | |
| DG Investment Intermediate Holdings 2, Inc. (7)(10) | | L + 3.75% | | 4.50% | | 3/17/2028 | | 29,270 | | | 29,325 | | | 29,408 | | | 0.35 | |
| Divisions Holding Corp. (10) | | L + 4.75% | | 5.50% | | 5/29/2028 | | 24,096 | | | 23,865 | | | 24,257 | | | 0.29 | |
| EAB Global, Inc. (9) | | L + 3.50% | | 4.00% | | 6/28/2028 | | 5,000 | | | 4,973 | | | 4,981 | | | 0.06 | |
| ECP Gopher Holdings L.P. (11) | | L + 3.25% | | 4.25% | | 3/6/2025 | | 3,969 | | | 3,985 | | | 3,683 | | | 0.04 | |
| eResearchTechnology, Inc. (11) | | L + 4.50% | | 5.50% | | 2/4/2027 | | 28,175 | | | 28,298 | | | 28,346 | | | 0.33 | |
| Foundational Education Group, Inc. (4)(9) | | L + 4.25% | | 4.75% | | 8/31/2028 | | 9,143 | | | 9,052 | | | 9,131 | | | 0.11 | |
| Garda World Security Corp. (6)(8) | | L + 4.25% | | 4.34% | | 10/30/2026 | | 22,500 | | | 22,580 | | | 22,564 | | | 0.27 | |
| Genuine Financial Holdings, LLC (8) | | L + 3.75% | | 3.83% | | 7/11/2025 | | 10,023 | | | 9,890 | | | 9,950 | | | 0.12 | |
| International SOS The Americas LP (6)(9) | | L + 3.75% | | 4.25% | | 8/5/2028 | | 2,331 | | | 2,308 | | | 2,334 | | | 0.03 | |
| JSS Holdings, Inc. (4)(11) | | L + 6.25% | | 7.25% | | 12/17/2027 | | 46,622 | | | 45,990 | | | 46,739 | | | 0.55 | |
| MaxGen Energy Services Corporation (4)(11) | | L + 4.75% | | 5.75% | | 6/2/2027 | | 59,850 | | | 58,436 | | | 58,653 | | | 0.69 | |
| Recycle & Resource US, LLC (4)(6)(9) | | L + 3.50% | | 4.00% | | 7/8/2028 | | 5,233 | | | 5,194 | | | 5,233 | | | 0.06 | |
| Revspring, Inc. (8) | | L + 4.25% | | 4.38% | | 10/11/2025 | | 11,483 | | | 11,362 | | | 11,464 | | | 0.14 | |
| Sciens Building Solutions, LLC (4)(7)(11) | | L + 5.75% | | 6.75% | | 5/21/2027 | | 54,994 | | | 53,983 | | | 54,344 | | | 0.64 | |
| Spin Holdco Inc. (10) | | L + 4.00% | | 4.75% | | 3/1/2028 | | 25,498 | | | 25,385 | | | 25,598 | | | 0.30 | |
| The Action Environmental Group, Inc. (4)(12) | | L + 6.00% | | 7.25% | | 1/16/2026 | | 16,304 | | | 15,729 | | | 15,896 | | | 0.19 | |
| TRC Companies, Inc. (11) | | L + 3.50% | | 4.50% | | 6/21/2024 | | 13,000 | | | 13,021 | | | 12,988 | | | 0.15 | |
| TruGreen Limited Partnership (10) | | L + 4.00% | | 4.75% | | 11/2/2027 | | 5,970 | | | 6,007 | | | 5,982 | | | 0.07 | |
| USIC Holdings, Inc. (10) | | L + 3.50% | | 4.25% | | 5/12/2028 | | 25,000 | | | 24,880 | | | 25,016 | | | 0.30 | |
| USS Ultimate Holdings, Inc. (11) | | L + 3.75% | | 4.75% | | 8/25/2024 | | 12,899 | | | 12,938 | | | 12,960 | | | 0.15 | |
| Veregy Consolidated, Inc. (11) | | L + 6.00% | | 7.00% | | 11/2/2027 | | 20,636 | | | 20,686 | | | 20,739 | | | 0.24 | |
| | | | | | | | | | 836,696 | | | 839,041 | | | 9.90 | |
| Construction & Engineering | | | | | | | | | | | | | | |
| Aegion Corporation (10) | | L + 4.75% | | 5.50% | | 5/17/2028 | | 23,939 | | | 23,871 | | | 24,149 | | | 0.29 | |
| ASP Endeavor Acquisition, LLC (4)(9) | | L + 6.50% | | 7.00% | | 5/3/2027 | | 35,910 | | | 35,241 | | | 35,551 | | | 0.42 | |
| COP Home Services TopCo IV, Inc. (4)(7)(11) | | L + 5.00% | | 6.00% | | 12/31/2027 | | 127,606 | | | 124,140 | | | 126,229 | | | 1.49 | |
| Peak Utility Services Group, Inc. (4)(7)(11) | | L + 5.00% | | 6.00% | | 2/26/2028 | | 23,681 | | | 23,429 | | | 23,527 | | | 0.28 | |
| Thermostat Purchaser III, Inc. (4)(7)(10) | | L + 4.50% | | 5.25% | | 8/24/2028 | | 40,524 | | | 39,167 | | | 40,639 | | | 0.48 | |
| Time Manufacturing Acquisition, LLC (4)(11) | | L + 5.00% | | 6.00% | | 2/3/2023 | | 14,718 | | | 14,693 | | | 14,773 | | | 0.17 | |
| Tutor Perini Corp. (6)(11) | | L + 4.75% | | 5.75% | | 8/13/2027 | | 2,970 | | | 3,001 | | | 2,983 | | | 0.04 | |
| | | | | | | | | | 263,542 | | | 267,851 | | | 3.17 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Capital Markets | | | | | | | | | | | | | | | |
| Advisor Group Holdings, Inc. (8) | | L + | 4.50% | | 7.62% | | 7/31/2026 | | $ | 42,039 | | | $ | 41,961 | | | $ | 40,110 | | | 0.18 | % |
| AllSpring Buyer, LLC (6)(9) | | L + | 3.25% | | 6.69% | | 11/1/2028 | | 2,985 | | | 3,000 | | | 2,906 | | | 0.01 | |
| Resolute Investment Managers, Inc. (11) | | L + | 4.25% | | 7.92% | | 4/30/2024 | | 10,839 | | | 10,867 | | | 9,674 | | | 0.04 | |
| Situs-AMC Holdings Corporation (4)(11) | | SOFR + | 5.75% | | 9.42% | | 12/22/2027 | | 35,832 | | | 35,520 | | | 35,295 | | | 0.16 | |
| Superannuation And Investments US, LLC (6)(9) | | L + | 3.75% | | 6.87% | | 12/1/2028 | | 17,539 | | | 17,429 | | | 17,197 | | | 0.08 | |
| The Edelman Financial Engines Center, LLC (10) | | L + | 3.50% | | 6.62% | | 4/7/2028 | | 55,525 | | | 55,018 | | | 51,106 | | | 0.23 | |
| | | | | | | | | | | 163,796 | | | 156,288 | | | 0.70 | |
| Chemicals | | | | | | | | | | | | | | | |
| Ascend Performance Materials Operations, LLC (10) | | SOFR + | 4.75% | | 8.83% | | 8/27/2026 | | 4,925 | | | 4,985 | | | 4,834 | | | 0.02 | |
| DCG Acquisition Corp. (8) | | L + | 4.50% | | 7.62% | | 9/30/2026 | | 4,962 | | | 4,973 | | | 4,644 | | | 0.02 | |
| Dominion Colour Corporation (4)(6)(11) | | L + | 7.25% (incl. 2.00% PIK) | | 9.81% | | 4/6/2024 | | 35,696 | | | 35,157 | | | 29,003 | | | 0.13 | |
| Geon Performance Solutions, LLC (10) | | L + | 4.50% | | 8.17% | | 8/18/2028 | | 3,662 | | | 3,638 | | | 3,547 | | | 0.02 | |
| Hyperion Materials & Technologies, Inc. (9) | | L + | 4.50% | | 7.57% | | 8/30/2028 | | 25,063 | | | 24,981 | | | 23,559 | | | 0.11 | |
| LSF11 Skyscraper Holdco S.à r.l, LLC (4)(6)(10) | | L + | 3.50% | | 7.17% | | 9/29/2027 | | 19,751 | | | 19,672 | | | 18,862 | | | 0.08 | |
| NIC Acquisition Corp. (10) | | L + | 3.75% | | 7.42% | | 12/29/2027 | | 11,171 | | | 11,186 | | | 8,764 | | | 0.04 | |
| Olympus Water US Holding Corp. (9) | | L + | 3.75% | | 7.44% | | 11/9/2028 | | 13,769 | | | 13,755 | | | 12,603 | | | 0.06 | |
| Oxea Corporation (6)(8) | | L + | 3.25% | | 5.94% | | 10/14/2024 | | 6 | | | 6 | | | 6 | | | 0.00 | |
| WR Grace Holdings, LLC (6)(9) | | L + | 3.75% | | 7.44% | | 9/22/2028 | | 9,925 | | | 9,942 | | | 9,317 | | | 0.04 | |
| | | | | | | | | | | 128,294 | | | 115,140 | | | 0.51 | |
| Commercial Services & Supplies | | | | | | | | | | | | | | | |
| Access CIG, LLC (8) | | L + | 3.75% | | 6.82% | | 2/27/2025 | | 40,717 | | | 40,597 | | | 39,098 | | | 0.17 | |
| Allied Universal Holdco, LLC (9) | | L + | 3.75% | | 6.87% | | 5/12/2028 | | 72,379 | | | 72,107 | | | 63,829 | | | 0.29 | |
| Anticimex, Inc. (6)(9) | | L + | 3.50% | | 6.57% | | 11/16/2028 | | 35,226 | | | 35,097 | | | 33,465 | | | 0.15 | |
| Anticimex, Inc. (6)(9) | | L + | 4.00% | | 7.07% | | 11/16/2028 | | 2,790 | | | 2,800 | | | 2,668 | | | 0.01 | |
| APX Group, Inc. (11) | | L + | 3.25% | | 6.24% | | 7/10/2028 | | 47,550 | | | 47,229 | | | 44,485 | | | 0.20 | |
| Bazaarvoice, Inc. (4)(7)(8) | | L + | 5.75% | | 7.71% | | 5/7/2028 | | 369,375 | | | 369,375 | | | 369,375 | | | 1.65 | |
| Belfor Holdings, Inc. (8) | | L + | 4.00% | | 7.12% | | 4/6/2026 | | 4,924 | | | 4,939 | | | 4,850 | | | 0.02 | |
| DG Investment Intermediate Holdings 2, Inc. (10) | | L + | 3.75% | | 6.87% | | 3/31/2028 | | 46,296 | | | 46,324 | | | 43,272 | | | 0.19 | |
| DG Investment Intermediate Holdings 2, Inc. (4)(10) | | SOFR + | 4.25% | | 6.71% | | 3/31/2028 | | 27,417 | | | 27,171 | | | 26,320 | | | 0.12 | |
| Divisions Holding Corp. (10) | | L + | 4.75% | | 7.87% | | 5/27/2028 | | 23,855 | | | 23,661 | | | 22,871 | | | 0.10 | |
| EAB Global, Inc. (9) | | L + | 3.50% | | 6.31% | | 8/16/2028 | | 25,949 | | | 25,752 | | | 24,378 | | | 0.11 | |
| eResearchTechnology, Inc. (11) | | L + | 4.50% | | 7.62% | | 2/4/2027 | | 36,336 | | | 36,302 | | | 33,993 | | | 0.15 | |
| Foundational Education Group, Inc. (4)(9) | | SOFR + | 3.75% | | 7.56% | | 8/31/2028 | | 9,074 | | | 8,998 | | | 8,530 | | | 0.04 | |
| Garda World Security Corp. (6)(8) | | SOFR + | 4.25% | | 7.05% | | 2/1/2029 | | 21,545 | | | 21,334 | | | 20,127 | | | 0.09 | |
| Garda World Security Corp. (6)(8) | | L + | 4.25% | | 7.24% | | 10/30/2026 | | 32,435 | | | 32,480 | | | 30,605 | | | 0.14 | |
| | |
Blackstone Private Credit Fund
Consolidated Schedule of Investments
September 30, 2021
2022 (in thousands)
(Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | Percentage of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | |
| Construction Materials | | | | | | | | | | | | | | |
| White Cap Buyer, LLC (9) | | L + 4.00% | | 4.50% | | 10/19/2027 | | 23,887 | | | 23,977 | | | 23,975 | | | 0.28 | |
| Containers & Packaging | | | | | | | | | | | | | | |
| Ascend Buyer, LLC (4)(7)(10) | | L + 5.75% | | 6.50% | | 9/30/2028 | | 76,308 | | | 74,627 | | | 74,626 | | | 0.88 | |
| Berlin Packaging, LLC (9) | | L + 3.25% | | 3.75% | | 3/5/2028 | | 3,958 | | | 3,938 | | | 3,931 | | | 0.05 | |
| Berlin Packaging, LLC (9) | | L + 3.75% | | 4.25% | | 3/11/2028 | | 4,565 | | | 4,520 | | | 4,566 | | | 0.05 | |
| Charter NEX US, Inc. (10) | | L + 3.75% | | 4.50% | | 12/1/2027 | | 21,481 | | | 21,549 | | | 21,553 | | | 0.25 | |
| Flex Acquisition Co., Inc. (9) | | L + 3.50% | | 4.00% | | 2/23/2028 | | 11,223 | | | 11,196 | | | 11,214 | | | 0.13 | |
| Flex Acquisition Co., Inc. (8) | | L + 3.00% | | 3.14% | | 6/29/2025 | | 9,519 | | | 9,505 | | | 9,475 | | | 0.11 | |
| Graham Packaging Co, Inc. (10) | | L + 3.00% | | 3.75% | | 8/4/2027 | | 4,975 | | | 4,985 | | | 4,977 | | | 0.06 | |
| IBC Capital US, LLC (6)(8) | | L + 3.75% | | 3.87% | | 9/11/2023 | | 18,561 | | | 18,520 | | | 18,343 | | | 0.22 | |
| MAR Bidco Sarl (6)(8) | | L + 4.25% | | 4.38% | | 4/20/2028 | | 3,947 | | | 3,928 | | | 3,947 | | | 0.05 | |
| Pretium PKG Holdings, Inc. (9) | | L + 4.00% | | 4.50% | | 8/27/2028 | | 13,889 | | | 13,819 | | | 13,923 | | | 0.16 | |
| ProAmpac PG Borrower, LLC (10) | | L + 3.75% | | 4.50% | | 11/3/2025 | | 27,776 | | | 27,843 | | | 27,862 | | | 0.33 | |
| TricorBraun Holdings, Inc. (7)(9) | | L + 3.25% | | 3.75% | | 3/3/2028 | | 10,641 | | | 10,599 | | | 10,589 | | | 0.13 | |
| Trident TPI Holdings, Inc. (11) | | L + 3.00% | | 4.00% | | 10/17/2024 | | 9,923 | | | 9,923 | | | 9,928 | | | 0.12 | |
| Trident TPI Holdings, Inc. (9) | | L + 4.00% | | 4.50% | | 7/29/2028 | | 5,049 | | | 5,038 | | | 5,063 | | | 0.06 | |
| | | | | | | | | | 219,990 | | | 219,997 | | | 2.60 | |
| Distributors | | | | | | | | | | | | | | |
| Bution Holdco 2, Inc. (4)(11) | | L + 6.25% | | 7.25% | | 10/17/2025 | | 8,172 | | | 8,029 | | | 8,070 | | | 0.10 | |
| Dana Kepner Company, LLC (4)(7)(11) | | L + 6.25% | | 7.25% | | 12/29/2026 | | 14,888 | | | 14,625 | | | 14,925 | | | 0.18 | |
| EIS Buyer, LLC (4)(13) | | L + 6.25% | | 7.75% | | 9/30/2025 | | 19,063 | | | 18,605 | | | 18,729 | | | 0.22 | |
| NDC Acquisition Corp. (4)(11) | | L + 5.75% | | 6.75% | | 3/9/2027 | | 22,388 | | | 21,830 | | | 22,164 | | | 0.26 | |
| NDC Acquisition Corp. (4)(7)(11) - Revolving Term Loan | | L + 5.75% | | 6.75% | | 3/9/2027 | | 728 | | | 634 | | | 694 | | | 0.01 | |
| Tailwind Colony Holding Corporation (4)(11) | | L + 7.50% | | 8.50% | | 11/13/2024 | | 56,654 | | | 55,219 | | | 55,521 | | | 0.66 | |
| Unified Door & Hardware Group, LLC (4)(11) | | L + 6.25% | | 7.25% | | 6/30/2025 | | 53,620 | | | 52,683 | | | 53,620 | | | 0.63 | |
| | | | | | | | | | 171,625 | | | 173,723 | | | 2.06 | |
| Diversified Consumer Services | | | | | | | | | | | | | | |
| Cambium Learning Group, Inc. (4)(7)(10) | | L + 5.50% | | 6.25% | | 7/20/2028 | | 1,019,550 | | | 1,009,646 | | | 1,009,355 | | | 11.92 | |
| KUEHG Corp. (11) | | L + 3.75% | | 4.75% | | 2/21/2025 | | 19,890 | | | 19,624 | | | 19,739 | | | 0.23 | |
| Learning Care Group (11) | | L + 3.25% | | 4.25% | | 3/13/2025 | | 19,889 | | | 19,577 | | | 19,632 | | | 0.23 | |
| Pre-Paid Legal Services, Inc. (8) | | L + 3.25% | | 3.33% | | 5/1/2025 | | 8,800 | | | 8,818 | | | 8,784 | | | 0.10 | |
| Weld North Education, LLC (11) | | L + 3.75% | | 4.75% | | 12/21/2027 | | 24,333 | | | 24,333 | | | 24,390 | | | 0.29 | |
| | | | | | | | | | 1,081,998 | | | 1,081,900 | | | 12.77 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Commercial Services & Supplies (continued) | | | | | | | | | | | | | | | |
| Genuine Financial Holdings, LLC (8) | | L + | 3.75% | | 6.87% | | 7/11/2025 | | $ | 11,052 | | | $ | 11,015 | | | $ | 10,755 | | | 0.05 | % |
| GFL Environmental, Inc. (9) | | L + | 3.00% | | 5.81% | | 5/30/2025 | | 4,975 | | | 4,945 | | | 4,930 | | | 0.02 | |
| International SOS The Americas LP (4)(6)(9) | | L + | 3.75% | | 7.44% | | 9/7/2028 | | 2,314 | | | 2,294 | | | 2,262 | | | 0.01 | |
| Java Buyer, Inc. (4)(7)(10) | | L + | 5.75% | | 9.04% | | 12/15/2027 | | 166,714 | | | 163,467 | | | 160,281 | | | 0.72 | |
| JSS Holdings, Inc. (4)(10) | | L + | 6.00% | | 6.75% | | 12/17/2028 | | 246,479 | | | 243,192 | | | 246,479 | | | 1.10 | |
| JSS Holdings, Inc. (4)(10) | | L + | 6.00% | | 6.75% | | 12/17/2027 | | 41,049 | | | 40,583 | | | 41,049 | | | 0.18 | |
| Knowledge Pro Buyer, Inc. (4)(7)(10) | | L + | 5.75% | | 8.51% | | 12/10/2027 | | 21,850 | | | 21,472 | | | 21,413 | | | 0.10 | |
| Knowledge Pro Buyer, Inc. (4)(10) | | L + | 5.75% | | 8.51% | | 12/10/2027 | | 24,197 | | | 23,513 | | | 23,407 | | | 0.10 | |
| KPSKY Acquisition, Inc. (4)(10) | | L + | 6.25% | | 10.75% | | 3/15/2029 | | 101,263 | | | 99,498 | | | 96,200 | | | 0.43 | |
| MaxGen Energy Services Corporation (4)(11) | | L + | 5.00% | | 8.14% | | 6/2/2027 | | 83,211 | | | 81,524 | | | 81,131 | | | 0.36 | |
| Onex Baltimore Buyer, Inc. (4)(7)(10) | | SOFR + | 5.75% | | 8.37% | | 12/1/2027 | | 242,818 | | | 237,821 | | | 239,546 | | | 1.07 | |
| PECF USS Intermediate Holding III Corp. (9) | | L + | 4.25% | | 7.37% | | 12/15/2028 | | 30,636 | | | 30,649 | | | 26,245 | | | 0.12 | |
| Polyphase Elevator Holding Co. (4)(7)(11) | | L + | 5.50% | | 9.17% | | 12/21/2027 | | 19,227 | | | 18,970 | | | 17,275 | | | 0.08 | |
| Recycle & Resource US, LLC (6)(9) | | L + | 3.50% | | 7.17% | | 7/14/2028 | | 5,180 | | | 5,147 | | | 4,708 | | | 0.02 | |
| Revspring, Inc. (8) | | L + | 4.00% | | 7.67% | | 10/11/2025 | | 15,341 | | | 15,245 | | | 14,829 | | | 0.07 | |
| Spin Holdco Inc. (10) | | L + | 4.00% | | 7.14% | | 3/4/2028 | | 23 | | | 23 | | | 20 | | | 0.00 | |
| The Action Environmental Group, Inc. (4)(5)(11) | | SOFR + | 6.00% | | 9.59% | | 1/16/2026 | | 16,156 | | | 15,719 | | | 15,954 | | | 0.07 | |
| The Action Environmental Group, Inc. (4)(5)(12) | | SOFR + | 6.25% | | 9.81% | | 1/16/2026 | | 8,518 | | | 8,367 | | | 8,412 | | | 0.04 | |
| TRC Companies, Inc. (9) | | L + | 3.75% | | 6.87% | | 12/8/2028 | | 45,549 | | | 45,280 | | | 42,779 | | | 0.19 | |
| USIC Holdings, Inc. (10) | | L + | 3.50% | | 6.62% | | 5/12/2028 | | 24,750 | | | 24,649 | | | 23,268 | | | 0.10 | |
| Vaco Holdings, LLC (10) | | SOFR + | 5.00% | | 8.70% | | 1/21/2029 | | 21,268 | | | 21,172 | | | 20,736 | | | 0.09 | |
| Veregy Consolidated, Inc. (4)(11) | | L + | 6.00% | | 8.81% | | 11/2/2027 | | 20,428 | | | 20,469 | | | 19,458 | | | 0.09 | |
| | | | | | | | | | | 1,929,181 | | | 1,889,001 | | | 8.44 | |
| Communications Equipment | | | | | | | | | | | | | | | |
| Commscope, Inc. (6)(8) | | L + | 3.25% | | 6.37% | | 4/6/2026 | | 749 | | | 705 | | | 694 | | | 0.00 | |
| Construction & Engineering | | | | | | | | | | | | | | | |
| Aegion Corporation (10) | | L + | 4.75% | | 7.87% | | 5/17/2028 | | 23,700 | | | 23,643 | | | 21,863 | | | 0.10 | |
| ASP Endeavor Acquisition, LLC (4)(5)(9) | | L + | 6.50% | | 9.37% | | 5/3/2027 | | 35,575 | | | 35,031 | | | 33,707 | | | 0.15 | |
| Brookfield WEC Holdings, Inc. (9) | | SOFR + | 3.75% | | 6.87% | | 8/1/2025 | | 4,990 | | | 4,786 | | | 4,841 | | | 0.02 | |
| COP Home Services TopCo IV, Inc. (4)(5)(7)(11) | | L + | 5.00% | | 8.12% | | 12/31/2027 | | 124,503 | | | 121,751 | | | 120,648 | | | 0.54 | |
| Peak Utility Services Group, Inc. (4)(7)(11) | | L + | 5.00% | | 8.67% | | 3/2/2028 | | 23,477 | | | 23,252 | | | 23,324 | | | 0.10 | |
| Refficiency Holdings, LLC (7)(10) | | L + | 6.00% | | 6.87% | | 12/16/2027 | | 29,750 | | | 29,546 | | | 28,446 | | | 0.13 | |
| Thermostat Purchaser III, Inc. (4)(7)(10) | | L + | 4.50% | | 6.07% | | 8/31/2028 | | 43,016 | | | 41,869 | | | 39,480 | | | 0.18 | |
| Tutor Perini Corp. (6)(11) | | L + | 4.75% | | 7.87% | | 8/18/2027 | | 2,940 | | | 2,966 | | | 2,738 | | | 0.01 | |
| | | | | | | | | | | 282,843 | | | 275,048 | | | 1.23 | |
| | |
Blackstone Private Credit Fund
Consolidated Schedule of Investments
September 30, 2021
2022 (in thousands)
(Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | Percentage of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | |
| Diversified Financial Services | | | | | | | | | | | | | | |
| Barbri Holdings, Inc. (4)(7)(10) | | L + 5.75% | | 6.50% | | 4/30/2028 | | 92,768 | | | 91,024 | | | 92,072 | | | 1.09 | |
| Lereta, LLC (4)(10) | | L + 5.25% | | 6.00% | | 7/27/2028 | | 34,722 | | | 34,382 | | | 34,809 | | | 0.41 | |
| Mitchell International, Inc. (8) | | L + 3.25% | | 3.33% | | 11/29/2024 | | 8,236 | | | 8,199 | | | 8,237 | | | 0.10 | |
| Mitchell International, Inc. (9) | | L + 4.25% | | 4.75% | | 11/29/2024 | | 12,920 | | | 12,987 | | | 12,944 | | | 0.15 | |
| Sedgwick Claims Management Services, Inc. (6)(11) | | L + 4.25% | | 5.25% | | 9/3/2026 | | 2,462 | | | 2,488 | | | 2,471 | | | 0.03 | |
| Sedgwick Claims Management Services, Inc. (6)(8) | | L + 3.25% | | 3.33% | | 12/31/2025 | | 10,908 | | | 10,879 | | | 10,834 | | | 0.13 | |
| SelectQuote, Inc. (4)(7)(10) | | L + 5.00% | | 5.75% | | 11/5/2024 | | 140,779 | | | 139,927 | | | 140,779 | | | 1.66 | |
| | | | | | | | | | 299,886 | | | 302,146 | | | 3.57 | |
| Diversified Telecommunication Services | | | | | | | | | | | | | | |
| Masergy Holdings, Inc. (11) | | L + 3.25% | | 4.25% | | 12/7/2026 | | 12,060 | | | 12,069 | | | 12,060 | | | 0.14 | |
| Numericable US, LLC (6)(8) | | L + 3.69% | | 3.81% | | 1/31/2026 | | 5,063 | | | 5,069 | | | 5,032 | | | 0.06 | |
| Numericable US, LLC (6)(8) | | L + 4.00% | | 4.12% | | 8/14/2026 | | 23,890 | | | 23,914 | | | 23,860 | | | 0.28 | |
| | | | | | | | | | 41,052 | | | 40,952 | | | 0.48 | |
| Electric Utilities | | | | | | | | | | | | | | |
| Qualus Power Services Corp. (4)(7)(11) | | L + 5.50% | | 6.50% | | 3/26/2027 | | 45,723 | | | 44,537 | | | 45,103 | | | 0.53 | |
| Electrical Equipment | | | | | | | | | | | | | | |
| Emergency Power Holdings, LLC (4)(7)(11) | | L + 5.50% | | 6.50% | | 8/17/2028 | | 195,000 | | | 190,618 | | | 190,539 | | | 2.25 | |
| Madison IAQ, LLC (9) | | L + 3.25% | | 3.75% | | 6/16/2028 | | 9,495 | | | 9,440 | | | 9,493 | | | 0.11 | |
| Radwell International, LLC (4)(6)(7)(10) | | L + 5.50% | | 6.25% | | 7/13/2027 | | 359,563 | | | 358,101 | | | 358,209 | | | 4.23 | |
| Relay Purchaser, LLC (4)(7)(10) | | L + 6.00% | | 6.75% | | 8/30/2028 | | 200,000 | | | 195,769 | | | 195,714 | | | 2.31 | |
| Shoals Holdings, LLC (4)(11) | | L + 3.25% | | 4.25% | | 11/25/2026 | | 11,406 | | | 11,156 | | | 11,463 | | | 0.14 | |
| | | | | | | | | | 765,084 | | | 765,418 | | | 9.04 | |
| Electronic Equipment, Instruments & Components | | | | | | | | | | | | | | |
| Albireo Energy, LLC (4)(7)(11) | | L + 6.00% | | 7.00% | | 12/23/2026 | | 35,586 | | | 34,913 | | | 35,293 | | | 0.42 | |
| ConvergeOne Holdings, Inc. (8) | | L + 5.00% | | 5.08% | | 1/4/2026 | | 31,846 | | | 30,982 | | | 31,751 | | | 0.37 | |
| CPI International, Inc. (11) | | L + 3.50% | | 4.50% | | 7/26/2024 | | 9,000 | | | 9,015 | | | 9,018 | | | 0.11 | |
| Infinite Bidco, LLC (9) | | L + 3.75% | | 4.25% | | 2/24/2028 | | 21,885 | | | 21,871 | | | 21,899 | | | 0.26 | |
| Ingram Micro, Inc. (9) | | L + 3.50% | | 4.00% | | 3/31/2028 | | 3,990 | | | 3,950 | | | 4,004 | | | 0.05 | |
| LTI Holdings, Inc. (8) | | L + 3.50% | | 3.58% | | 9/6/2025 | | 2,985 | | | 2,949 | | | 2,949 | | | 0.03 | |
| | | | | | | | | | 103,680 | | | 104,914 | | | 1.24 | |
| Energy Equipment & Services | | | | | | | | | | | | | | |
| Abaco Energy Technologies, LLC (4)(13) | | L + 8.00% (incl. 1.00% PIK) | | 9.50% | | 10/4/2024 | | 10,900 | | | 10,218 | | | 10,492 | | | 0.12 | |
| EnergySolutions, LLC (11) | | L + 3.75% | | 4.75% | | 5/9/2025 | | 16,592 | | | 16,578 | | | 16,592 | | | 0.20 | |
| Tetra Technologies, Inc. (4)(6)(11) | | L + 6.25% | | 7.25% | | 9/10/2025 | | 24,610 | | | 23,482 | | | 24,487 | | | 0.29 | |
| | | | | | | | | | 50,278 | | | 51,571 | | | 0.61 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Construction Materials | | | | | | | | | | | | | | | |
| White Cap Buyer, LLC (9) | | SOFR + | 3.75% | | 6.78% | | 10/19/2027 | | $ | 53,508 | | | $ | 53,258 | | | $ | 50,183 | | | 0.22 | % |
| Containers & Packaging | | | | | | | | | | | | | | | |
| Ascend Buyer, LLC (4)(7)(10) | | L + | 5.75% | | 9.42% | | 10/2/2028 | | 18,956 | | | 18,519 | | | 18,699 | | | 0.08 | |
| Berlin Packaging, LLC (9) | | L + | 3.75% | | 6.32% | | 3/11/2028 | | 42,734 | | | 42,607 | | | 40,464 | | | 0.18 | |
| Bway Holding Corporation (8) | | L + | 3.25% | | 5.81% | | 4/3/2024 | | 10,304 | | | 10,134 | | | 9,641 | | | 0.04 | |
| Charter NEX US, Inc. (10) | | L + | 3.75% | | 6.56% | | 12/1/2027 | | 46,519 | | | 46,569 | | | 44,262 | | | 0.20 | |
| Graham Packaging Co, Inc. (10) | | L + | 3.00% | | 6.12% | | 3/2/2028 | | 18,819 | | | 18,683 | | | 17,981 | | | 0.08 | |
| IBC Capital US, LLC (6)(8) | | L + | 3.75% | | 6.69% | | 9/11/2023 | | 18,387 | | | 18,367 | | | 17,016 | | | 0.08 | |
| LABL, Inc. (9) | | L + | 5.00% | | 8.12% | | 10/29/2028 | | 7,089 | | | 6,995 | | | 6,431 | | | 0.03 | |
| MAR Bidco Sarl (6)(9) | | L + | 4.30% | | 7.97% | | 7/6/2028 | | 3,908 | | | 3,891 | | | 3,589 | | | 0.02 | |
| Novolex, Inc. (9) | | SOFR + | 4.18% | | 7.31% | | 4/13/2029 | | 81,603 | | | 79,678 | | | 77,206 | | | 0.35 | |
| Pretium PKG Holdings, Inc. (9) | | L + | 4.00% | | 6.28% | | 10/2/2028 | | 23,710 | | | 23,336 | | | 21,374 | | | 0.10 | |
| ProAmpac PG Borrower, LLC (10) | | L + | 3.75% | | 6.04% | | 11/3/2025 | | 45,090 | | | 45,074 | | | 42,463 | | | 0.19 | |
| Ring Container Technologies Group, LLC (9) | | L + | 3.75% | | 6.87% | | 8/12/2028 | | 6,420 | | | 6,414 | | | 6,206 | | | 0.03 | |
| TricorBraun Holdings, Inc. (9) | | L + | 3.25% | | 6.37% | | 3/3/2028 | | 43,164 | | | 42,691 | | | 40,653 | | | 0.18 | |
| Trident TPI Holdings, Inc. (7)(11) | | L + | 3.25% | | 6.92% | | 10/17/2024 | | 8,773 | | | 8,765 | | | 8,573 | | | 0.04 | |
| Trident TPI Holdings, Inc. (9) | | L + | 4.00% | | 7.67% | | 9/15/2028 | | 34,061 | | | 33,627 | | | 32,280 | | | 0.14 | |
| | | | | | | | | | | 405,352 | | | 386,838 | | | 1.73 | |
| Distributors | | | | | | | | | | | | | | | |
| BP Purchaser, LLC (4)(10) | | L + | 5.50% | | 8.74% | | 12/11/2028 | | 14,304 | | | 14,051 | | | 14,018 | | | 0.06 | |
| Bution Holdco 2, Inc. (4)(11) | | L + | 6.25% | | 9.37% | | 10/17/2025 | | 5,850 | | | 5,773 | | | 5,850 | | | 0.03 | |
| Dana Kepner Company, LLC (4)(10) | | SOFR + | 6.00% | | 6.75% | | 12/29/2027 | | 67,012 | | | 65,740 | | | 66,677 | | | 0.30 | |
| Dana Kepner Company, LLC (4)(11) | | SOFR + | 6.00% | | 9.62% | | 12/29/2026 | | 14,750 | | | 14,540 | | | 14,676 | | | 0.07 | |
| Genuine Cable Group, LLC (4)(10) | | SOFR + | 5.75% | | 8.88% | | 11/2/2026 | | 30,337 | | | 29,706 | | | 30,034 | | | 0.13 | |
| Marcone Yellowstone Buyer, Inc. (4)(5)(7)(10) | | L + | 5.50% | | 9.17% | | 6/23/2028 | | 19,649 | | | 19,299 | | | 19,256 | | | 0.09 | |
| Marcone Yellowstone Buyer, Inc. (4)(5)(10) | | L + | 5.50% | | 9.17% | | 6/23/2028 | | 10,984 | | | 10,747 | | | 10,795 | | | 0.05 | |
| NDC Acquisition Corp. (4)(7)(11) | | L + | 5.50% | | 9.17% | | 3/9/2027 | | 22,163 | | | 21,642 | | | 21,907 | | | 0.10 | |
| Tailwind Colony Holding Corporation (4)(7)(11) | | L + | 6.25% | | 9.89% | | 11/13/2024 | | 70,454 | | | 69,293 | | | 69,337 | | | 0.31 | |
| Unified Door & Hardware Group, LLC (4)(11) | | L + | 5.75% | | 7.65% | | 12/18/2027 | | 53,087 | | | 52,407 | | | 51,760 | | | 0.23 | |
| | | | | | | | | | | 303,197 | | | 304,309 | | | 1.36 | |
| Diversified Consumer Services | | | | | | | | | | | | | | | |
| Ascend Learning, LLC (9) | | L + | 3.50% | | 6.62% | | 12/11/2028 | | 34,080 | | | 33,536 | | | 31,558 | | | 0.14 | |
| Cambium Learning Group, Inc. (4)(7)(10) | | L + | 5.50% | | 8.21% | | 7/20/2028 | | 960,844 | | | 952,882 | | | 960,844 | | | 4.29 | |
| Colibri Group, LLC (10) | | SOFR + | 5.00% | | 7.34% | | 3/12/2029 | | 20,701 | | | 20,547 | | | 20,080 | | | 0.09 | |
| Dreambox Learning Holding, LLC (4)(5)(10) | | L + | 6.25% | | 9.44% | | 12/1/2027 | | 135,213 | | | 132,868 | | | 129,805 | | | 0.58 | |
| EM Bidco Limited (6)(9) | | SOFR + | 4.25% | | 7.90% | | 7/6/2029 | | 5,345 | | | 5,327 | | | 5,044 | | | 0.02 | |
| | |
Blackstone Private Credit Fund
Consolidated Schedule of Investments
September 30, 2021
2022 (in thousands)
(Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | Percentage of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | |
| Entertainment | | | | | | | | | | | | | | |
| Herschend Entertainment Co, LLC (9) | | L + 3.75% | | 4.25% | | 8/27/2028 | | 5,319 | | | 5,266 | | | 5,326 | | | 0.06 | |
| Recorded Books, Inc. (8) | | L + 4.00% | | 4.08% | | 8/29/2025 | | 12,615 | | | 12,635 | | | 12,644 | | | 0.15 | |
| | | | | | | | | | 17,901 | | | 17,970 | | | 0.21 | |
| Food Products | | | | | | | | | | | | | | |
| Quantum Bidco, Ltd. (4)(6)(8) | | L + 6.00% | | 6.11% | | 2/5/2028 | | £ | 18,500 | | | 24,437 | | | 24,684 | | | 0.29 | |
| Snacking Investments US, LLC (6)(11) | | L + 4.00% | | 5.00% | | 12/18/2026 | | 4,987 | | | 5,017 | | | 5,013 | | | 0.06 | |
| | | | | | | | | | 29,454 | | | 29,697 | | | 0.35 | |
| Health Care Equipment & Supplies | | | | | | | | | | | | | | |
| Auris Luxembourg III S.à r.l, LLC (6)(8) | | L + 3.75% | | 3.83% | | 2/27/2026 | | 9,838 | | | 9,745 | | | 9,768 | | | 0.12 | |
| CPI Holdco, LLC (8) | | L + 3.75% | | 3.83% | | 11/4/2026 | | 15,132 | | | 15,181 | | | 15,150 | | | 0.18 | |
| GCX Corporation Buyer, LLC (4)(7)(10) | | L + 5.50% | | 6.25% | | 9/13/2027 | | 198,000 | | | 193,398 | | | 193,365 | | | 2.28 | |
| Mozart Borrower LP (9) | | L + 3.25% | | 3.75% | | 9/20/2028 | | 90,000 | | | 89,550 | | | 89,550 | | | 1.06 | |
| Resonetics, LLC (10) | | L + 4.00% | | 4.75% | | 4/28/2028 | | 12,507 | | | 12,471 | | | 12,544 | | | 0.15 | |
| Sunshine Luxembourg VII S.à r.l, LLC (6)(10) | | L + 3.75% | | 4.50% | | 10/2/2026 | | 18,773 | | | 18,827 | | | 18,847 | | | 0.22 | |
| TecoStar Holdings, Inc. (11) | | L + 3.50% | | 4.50% | | 5/1/2024 | | 20,854 | | | 20,768 | | | 20,625 | | | 0.24 | |
| | | | | | | | | | 359,940 | | | 359,849 | | | 4.25 | |
| Health Care Providers & Services | | | | | | | | | | | | | | |
| ACI Group Holdings, Inc. (4)(5)(7)(10) | | L + 5.50% | | 6.25% | | 8/2/2028 | | 202,941 | | | 197,830 | | | 197,705 | | | 2.33 | |
| ADCS Clinics Intermediate Holdings, LLC (4)(7)(11) | | L + 6.25% | | 7.25% | | 5/7/2027 | | 38,668 | | | 37,785 | | | 38,107 | | | 0.45 | |
| ADMI Corp. (9) | | L + 3.50% | | 4.00% | | 12/23/2027 | | 15,625 | | | 15,550 | | | 15,636 | | | 0.18 | |
| AHP Health Partners, Inc. (9) | | L + 3.50% | | 4.00% | | 8/4/2028 | | 4,737 | | | 4,713 | | | 4,756 | | | 0.06 | |
| AMGH Holding Corp. (11) | | L + 4.25% | | 5.25% | | 3/14/2025 | | 11,775 | | | 11,781 | | | 11,835 | | | 0.14 | |
| Canadian Hospital Specialties Ltd. (4)(6)(7)(11) | | L + 4.50% | | 5.50% | | 4/14/2028 | | C$ | 40,680 | | | 31,730 | | | 31,766 | | | 0.37 | |
| CHG Healthcare Services, Inc. (9) | | L + 3.50% | | 4.00% | | 6/7/2023 | | 7,432 | | | 7,395 | | | 7,452 | | | 0.09 | |
| Covenant Surgical Partners, Inc. (8) | | L + 4.00% | | 4.09% | | 7/1/2026 | | 2,981 | | | 2,934 | | | 2,940 | | | 0.03 | |
| Cross Country Healthcare, Inc. (4)(10) | | L + 5.75% | | 6.50% | | 6/8/2027 | | 55,112 | | | 54,052 | | | 54,010 | | | 0.64 | |
| DCA Investment Holdings, LLC (4)(7)(10) | | L + 6.25% | | 7.00% | | 3/12/2027 | | 34,926 | | | 34,398 | | | 34,517 | | | 0.41 | |
| Epoch Acquisition, Inc. (4)(11) | | L + 6.75% | | 7.75% | | 10/4/2024 | | 29,497 | | | 29,497 | | | 29,497 | | | 0.35 | |
| ExamWorks Group, Inc. (11) | | L + 3.25% | | 4.25% | | 7/27/2023 | | 15,903 | | | 15,933 | | | 15,926 | | | 0.19 | |
| GC EOS Buyer, Inc. (8) | | L + 4.50% | | 4.58% | | 8/1/2025 | | 1,663 | | | 1,655 | | | 1,664 | | | 0.02 | |
| Global Medical Response, Inc. (11) | | L + 4.75% | | 5.75% | | 10/2/2025 | | 21,695 | | | 21,780 | | | 21,806 | | | 0.26 | |
| Gordian Medical, Inc. (10) | | L + 6.25% | | 7.00% | | 3/29/2027 | | 70,000 | | | 67,745 | | | 70,058 | | | 0.83 | |
| Heartland Dental, LLC (8) | | L + 4.00% | | 4.08% | | 4/30/2025 | | 20,095 | | | 20,009 | | | 20,075 | | | 0.24 | |
| Jayhawk Buyer, LLC (4)(7)(11) | | L + 5.00% | | 6.00% | | 10/15/2026 | | 164,870 | | | 161,837 | | | 163,230 | | | 1.93 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Diversified Consumer Services (continued) | | | | | | | | | | | | | | | |
| Go Car Wash Management Corp. (4)(7)(11) | | SOFR + | 5.75% | | 8.88% | | 12/31/2026 | | $ | 93,117 | | | $ | 90,247 | | | $ | 90,331 | | | 0.40 | % |
| KUEHG Corp. (11) | | L + | 3.75% | | 6.87% | | 2/21/2025 | | 53,900 | | | 53,259 | | | 51,070 | | | 0.23 | |
| Learning Care Group (11) | | L + | 3.25% | | 6.02% | | 3/13/2025 | | 43,541 | | | 42,869 | | | 41,299 | | | 0.18 | |
| Loyalty Ventures, Inc. (9) | | L + | 4.50% | | 7.62% | | 11/3/2027 | | 7,748 | | | 7,605 | | | 2,642 | | | 0.01 | |
| Pre-Paid Legal Services, Inc. (9) | | L + | 3.75% | | 6.82% | | 12/15/2028 | | 50,244 | | | 49,906 | | | 47,842 | | | 0.21 | |
| Prime Security Service Borrower, LLC (10) | | L + | 2.75% | | 5.30% | | 9/23/2026 | | 8,753 | | | 8,649 | | | 8,498 | | | 0.04 | |
| Rinchem Company, LLC (4)(9) | | SOFR + | 4.50% | | 8.15% | | 3/2/2029 | | 4,035 | | | 4,016 | | | 3,868 | | | 0.02 | |
| SSH Group Holdings, Inc. (8) | | L + | 4.25% | | 7.92% | | 7/30/2025 | | 4,961 | | | 4,887 | | | 4,738 | | | 0.02 | |
| TruGreen Limited Partnership (10) | | L + | 4.00% | | 7.12% | | 11/2/2027 | | 5,910 | | | 5,940 | | | 5,604 | | | 0.03 | |
| University Support Services, LLC (9) | | L + | 3.25% | | 6.37% | | 2/10/2029 | | 19,923 | | | 19,730 | | | 18,926 | | | 0.08 | |
| Weld North Education, LLC (9) | | L + | 3.75% | | 6.87% | | 12/21/2027 | | 31,983 | | | 31,864 | | | 31,010 | | | 0.14 | |
| | | | | | | | | | | 1,464,132 | | | 1,453,161 | | | 6.49 | |
| Diversified Financial Services | | | | | | | | | | | | | | | |
| Barbri Holdings, Inc. (4)(7)(10) | | L + | 5.75% | | 8.87% | | 4/30/2028 | | 139,969 | | | 137,812 | | | 138,429 | | | 0.62 | |
| Comet Acquisition, Inc. (4)(9) | | SOFR + | 4.25% | | 7.95% | | 10/24/2025 | | 15,869 | | | 15,659 | | | 15,314 | | | 0.07 | |
| Lereta, LLC (10) | | L + | 5.25% | | 8.37% | | 7/30/2028 | | 29,530 | | | 29,283 | | | 25,253 | | | 0.11 | |
| Mitchell International, Inc. (9) | | L + | 3.75% | | 6.73% | | 10/15/2028 | | 70,186 | | | 69,453 | | | 63,799 | | | 0.29 | |
| Polaris Newco, LLC (9) | | L + | 4.00% | | 7.67% | | 6/2/2028 | | 47,293 | | | 46,737 | | | 43,766 | | | 0.20 | |
| Sedgwick Claims Management Services, Inc. (6)(11) | | L + | 4.25% | | 7.37% | | 9/3/2026 | | 2,412 | | | 2,432 | | | 2,332 | | | 0.01 | |
| Sedgwick Claims Management Services, Inc. (6)(8) | | L + | 3.75% | | 6.87% | | 9/3/2026 | | 37,851 | | | 37,502 | | | 36,017 | | | 0.16 | |
| SelectQuote, Inc. (4)(10) | | SOFR + | 8.00% | | 11.13% | | 11/5/2024 | | 273,529 | | | 272,965 | | | 246,176 | | | 1.10 | |
| | | | | | | | | | | 611,843 | | | 571,086 | | | 2.55 | |
| Diversified Telecommunication Services | | | | | | | | | | | | | | | |
| Numericable US, LLC (5)(6)(8) | | | 5.13% | | 5.13% | | 7/15/2029 | | 1,000 | | | 836 | | | 749 | | | — | |
| Numericable US, LLC (6)(8) | | L + | 3.69% | | 6.91% | | 1/31/2026 | | 17,751 | | | 17,613 | | | 16,154 | | | 0.07 | |
| Numericable US, LLC (6)(8) | | L + | 4.00% | | 6.20% | | 8/14/2026 | | 33,591 | | | 33,615 | | | 30,568 | | | 0.14 | |
| Numericable US, LLC (6)(8) | | L + | 2.75% | | 5.56% | | 7/31/2025 | | 4,974 | | | 4,922 | | | 4,551 | | | 0.02 | |
| Point Broadband Acquisition, LLC (4)(7)(11) | | L + | 6.00% | | 8.92% | | 10/1/2028 | | 177,126 | | | 172,897 | | | 171,281 | | | 0.77 | |
| Zacapa, LLC (6)(9) | | SOFR + | 4.25% | | 7.80% | | 3/22/2029 | | 11,073 | | | 10,954 | | | 10,547 | | | 0.05 | |
| Zayo Group Holdings, Inc. (8) | | L + | 3.00% | | 6.12% | | 3/9/2027 | | 1,333 | | | 1,266 | | | 1,121 | | | 0.01 | |
| Zayo Group Holdings, Inc. (9) | | SOFR + | 4.25% | | 7.28% | | 3/9/2027 | | 15,920 | | | 15,539 | | | 13,916 | | | 0.06 | |
| | | | | | | | | | | 257,643 | | | 248,886 | | | 1.11 | |
| Electric Utilities | | | | | | | | | | | | | | | |
| Qualus Power Services Corp. (4)(7)(11) | | L + | 5.50% | | 8.27% | | 3/26/2027 | | 48,630 | | | 47,637 | | | 48,031 | | | 0.21 | |
| | |
Blackstone Private Credit Fund
Consolidated Schedule of Investments
September 30, 2021
2022 (in thousands)
(Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | Percentage of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | |
| Health Care Providers & Services (continued) | | | | | | | | | | | | | | |
| LifePoint Health, Inc. (8) | | L + 3.75% | | 3.83% | | 11/16/2025 | | 10,000 | | | 10,019 | | | 9,998 | | | 0.12 | |
| Midwest Physician Administrative Services, LLC (10) | | L + 3.25% | | 4.00% | | 3/5/2028 | | 2,985 | | | 2,971 | | | 2,972 | | | 0.04 | |
| MPH Acquisition Holdings (6)(9) | | L + 4.25% | | 4.75% | | 9/1/2028 | | 13,000 | | | 12,865 | | | 12,870 | | | 0.15 | |
| National Mentor Holdings, Inc. (7)(10) | | L + 3.75% | | 4.50% | | 2/18/2028 | | 21,935 | | | 21,918 | | | 21,964 | | | 0.26 | |
| Navigator Acquiror, Inc. (4)(7)(9) | | L + 5.50% | | 6.00% | | 7/16/2027 | | 375,002 | | | 371,384 | | | 371,252 | | | 4.38 | |
| Odyssey Holding Company, LLC (4)(11) | | L + 5.75% | | 6.75% | | 11/16/2025 | | 46,316 | | | 46,316 | | | 46,316 | | | 0.55 | |
| Onex TSG Intermediate Corp. (6)(10) | | L + 4.75% | | 5.50% | | 2/28/2028 | | 15,295 | | | 15,073 | | | 15,440 | | | 0.18 | |
| Padagis, LLC (6)(9) | | L + 4.75% | | 5.25% | | 6/30/2028 | | 5,707 | | | 5,651 | | | 5,717 | | | 0.07 | |
| Pathway Vet Alliance, LLC (8) | | L + 3.75% | | 3.83% | | 3/31/2027 | | 1,990 | | | 1,987 | | | 1,989 | | | 0.02 | |
| PetVet Care Centers, LLC (10) | | L + 3.50% | | 4.25% | | 2/14/2025 | | 31,585 | | | 31,611 | | | 31,635 | | | 0.37 | |
| Phoenix Guarantor, Inc. (8) | | L + 3.25% | | 3.44% | | 3/5/2026 | | 4,903 | | | 4,907 | | | 4,879 | | | 0.06 | |
| Phoenix Guarantor, Inc. (8) | | L + 3.50% | | 3.58% | | 3/5/2026 | | 8,107 | | | 8,107 | | | 8,087 | | | 0.10 | |
| Pluto Acquisition I, Inc. (8) | | L + 4.00% | | 4.12% | | 6/22/2026 | | 399 | | | 399 | | | 399 | | | — | |
| PSKW Intermediate, LLC (4)(11) | | L + 6.25% | | 7.25% | | 3/9/2026 | | 22,163 | | | 22,163 | | | 22,163 | | | 0.26 | |
| Radnet, Inc. (6)(10) | | L + 3.00% | | 3.75% | | 4/22/2028 | | 4,924 | | | 4,901 | | | 4,923 | | | 0.06 | |
| Snoopy Bidco, Inc. (4)(7)(10) | | L + 6.00% | | 6.75% | | 6/1/2028 | | 258,840 | | | 251,052 | | | 250,682 | | | 2.96 | |
| Surgery Centers Holdings, Inc. (6)(10) | | L + 3.75% | | 4.50% | | 8/31/2026 | | 24,806 | | | 24,782 | | | 24,877 | | | 0.29 | |
| The GI Alliance Management, LLC (4)(7)(11) | | L + 6.25% | | 7.25% | | 11/4/2024 | | 116,367 | | | 113,656 | | | 114,441 | | | 1.35 | |
| TTF Holdings, LLC (4)(10) | | L + 4.00% | | 4.75% | | 3/24/2028 | | 6,568 | | | 6,522 | | | 6,576 | | | 0.08 | |
| Unified Women's Healthcare, LLC (10) | | L + 4.25% | | 5.00% | | 12/16/2027 | | 20,385 | | | 20,384 | | | 20,443 | | | 0.24 | |
| US Acute Care Solutions (5)(8) | | 6.38% | | 6.38% | | 3/1/2026 | | 6,663 | | | 6,663 | | | 7,038 | | | 0.08 | |
| U.S. Anesthesia Partners, Inc. (11) | | L + 3.00% | | 4.00% | | 6/23/2024 | | 1,972 | | | 1,955 | | | 1,974 | | | 0.02 | |
| U.S. Anesthesia Partners, Inc. (9) | | L + 4.25% | | 4.75% | | 9/22/2028 | | 29,091 | | | 28,945 | | | 29,170 | | | 0.34 | |
| WHCG Purchaser III, Inc. (4)(7)(10) | | L + 5.75% | | 6.50% | | 6/22/2028 | | 84,049 | | | 81,808 | | | 81,711 | | | 0.96 | |
| | | | | | | | | | 1,812,663 | | | 1,818,496 | | | 21.46 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Electrical Equipment | | | | | | | | | | | | | | | |
| Emergency Power Holdings, LLC (4)(5)(7)(11) | | L + | 5.50% | | 9.17% | | 8/17/2028 | | $ | 193,462 | | | $ | 189,743 | | | $ | 189,516 | | | 0.85 | % |
| Madison IAQ, LLC (9) | | L + | 3.25% | | 6.82% | | 6/21/2028 | | 54,748 | | | 54,049 | | | 50,730 | | | 0.23 | |
| Relay Purchaser, LLC (4)(5)(7)(10) | | L + | 6.00% | | 9.67% | | 8/30/2028 | | 198,500 | | | 194,923 | | | 195,733 | | | 0.87 | |
| Shoals Holdings, LLC (4)(11) | | SOFR + | 3.25% | | 5.94% | | 11/25/2026 | | 11,291 | | | 11,091 | | | 11,347 | | | 0.05 | |
| | | | | | | | | | | 449,806 | | | 447,326 | | | 2.00 | |
| Electronic Equipment, Instruments & Components | | | | | | | | | | | | | | | |
| Albireo Energy, LLC (4)(5)(11) | | L + | 6.00% | | 9.63% | | 12/23/2026 | | 35,227 | | | 34,779 | | | 33,197 | | | 0.15 | |
| CPI International, Inc. (11) | | L + | 3.50% | | 6.62% | | 7/26/2024 | | 18,837 | | | 18,844 | | | 18,602 | | | 0.08 | |
| Infinite Bidco, LLC (9) | | L + | 3.25% | | 6.92% | | 3/2/2028 | | 42,030 | | | 41,841 | | | 39,981 | | | 0.18 | |
| Ingram Micro, Inc. (4)(9) | | L + | 3.50% | | 7.17% | | 6/30/2028 | | 3,950 | | | 3,917 | | | 3,856 | | | 0.02 | |
| Jupiter Bidco Limited (4)(6)(10) | | SOFR + | 6.25% | | 9.22% | | 8/5/2029 | | 88,177 | | | 85,569 | | | 85,532 | | | 0.38 | |
| Jupiter Bidco Limited (4)(6)(7)(9) | | E + | 6.25% | | 6.90% | | 8/5/2029 | | € | 5,922 | | | 5,767 | | | 3,634 | | | 0.02 | |
| LTI Holdings, Inc. (8) | | L + | 3.25% | | 6.37% | | 9/6/2025 | | 4,961 | | | 4,948 | | | 4,604 | | | 0.02 | |
| Presidio, Inc. (8) | | L + | 3.50% | | 6.31% | | 1/22/2027 | | 7,939 | | | 7,951 | | | 7,701 | | | 0.03 | |
| | | | | | | | | | | 203,617 | | | 197,107 | | | 0.88 | |
| Energy Equipment & Services | | | | | | | | | | | | | | | |
| Abaco Energy Technologies, LLC (4)(13) | | L + | 7.00% | | 9.76% | | 10/4/2024 | | 10,111 | | | 9,689 | | | 10,111 | | | 0.05 | |
| EnergySolutions, LLC (11) | | L + | 3.75% | | 7.42% | | 5/9/2025 | | 4,689 | | | 4,689 | | | 4,369 | | | 0.02 | |
| ISQ Hawkeye Holdco, Inc. (4)(7)(10) | | SOFR + | 6.25% | | 9.31% | | 8/17/2029 | | 6,616 | | | 6,404 | | | 6,400 | | | 0.03 | |
| Tetra Technologies, Inc. (4)(6)(11) | | L + | 6.25% | | 9.37% | | 9/10/2025 | | 22,793 | | | 22,013 | | | 22,793 | | | 0.10 | |
| | | | | | | | | | | 42,795 | | | 43,673 | | | 0.20 | |
| Entertainment | | | | | | | | | | | | | | | |
| CE Intermediate I, LLC (4)(9) | | L + | 4.00% | | 6.91% | | 11/10/2028 | | 7,739 | | | 7,671 | | | 7,236 | | | 0.03 | |
| Herschend Entertainment Co, LLC (9) | | L + | 3.75% | | 6.88% | | 8/27/2028 | | 5,266 | | | 5,221 | | | 5,157 | | | 0.02 | |
| Recorded Books, Inc. (8) | | SOFR + | 4.00% | | 7.08% | | 8/29/2025 | | 28,615 | | | 28,621 | | | 27,604 | | | 0.12 | |
| | | | | | | | | | | 41,513 | | | 39,997 | | | 0.18 | |
| Food Products | | | | | | | | | | | | | | | |
| CHG PPC Parent, LLC (4)(9) | | L + | 3.00% | | 6.13% | | 12/8/2028 | | 10,288 | | | 10,269 | | | 9,876 | | | 0.04 | |
| Quantum Bidco, Ltd. (6)(8) | | S + | 6.00% | | 6.28% | | 1/29/2028 | | £ | 18,500 | | | 24,578 | | | 17,814 | | | 0.08 | |
| Snacking Investments US, LLC (4)(6)(11) | | SOFR + | 4.00% | | 7.03% | | 12/18/2026 | | 4,957 | | | 4,985 | | | 4,808 | | | 0.02 | |
| | | | | | | | | | | 39,832 | | | 32,499 | | | 0.15 | |
| Health Care Equipment & Supplies | | | | | | | | | | | | | | | |
| Advancing Eyecare Center, Inc. (4)(7)(9) | | SOFR + | 5.75% | | 9.45% | | 6/13/2029 | | 25,000 | | | 24,280 | | | 24,075 | | | 0.11 | |
| Auris Luxembourg III Sarl (6)(8) | | L + | 3.75% | | 5.58% | | 10/20/2028 | | 36,797 | | | 36,237 | | | 32,381 | | | 0.14 | |
| CPI Buyer, LLC (4)(7)(10) | | L + | 5.50% | | 8.57% | | 11/1/2028 | | 188,626 | | | 184,339 | | | 180,453 | | | 0.81 | |
| Egrotron Acquisition, LLC (4)(10) | | SOFR + | 5.75% | | 8.89% | | 7/6/2028 | | 67,875 | | | 66,571 | | | 66,518 | | | 0.30 | |
| GCX Corporation Buyer, LLC (4)(5)(7)(10) | | L + | 5.50% | | 8.32% | | 9/13/2028 | | 54,674 | | | 53,747 | | | 53,171 | | | 0.24 | |
| | |
Blackstone Private Credit Fund
Consolidated Schedule of Investments
September 30, 2021
2022 (in thousands)
(Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | Percentage of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | |
| Health Care Technology | | | | | | | | | | | | | | |
| athenahealth, Inc. (8) | | L + 4.25% | | 4.38% | | 2/11/2026 | | 19,237 | | | 19,353 | | | 19,316 | | | 0.23 | |
| Edifecs, Inc. (4)(10) | | L + 5.50% | | 6.25% | | 9/21/2026 | | 52,525 | | | 51,486 | | | 51,474 | | | 0.61 | |
| Edifecs, Inc. (4)(11) | | L + 7.00% | | 8.00% | | 9/21/2026 | | 29,734 | | | 29,601 | | | 30,627 | | | 0.36 | |
| FH MD Buyer, Inc. (10) | | L + 5.00% | | 5.75% | | 6/16/2028 | | 47,500 | | | 47,037 | | | 47,441 | | | 0.56 | |
| Netsmart Technologies, Inc. (10) | | L + 4.00% | | 4.75% | | 10/1/2027 | | 24,875 | | | 24,985 | | | 25,003 | | | 0.30 | |
| NMC Crimson Holdings, Inc. (4)(7)(10) | | L + 6.00% | | 6.75% | | 3/1/2028 | | 71,173 | | | 68,785 | | | 69,101 | | | 0.82 | |
| Project Ruby Ultimate Parent Corp. (10) | | L + 3.25% | | 4.00% | | 3/3/2028 | | 8,569 | | | 8,527 | | | 8,569 | | | 0.10 | |
| Therapy Brands Holdings, LLC (4)(5)(7)(10) | | L + 4.00% | | 4.75% | | 5/12/2028 | | 6,373 | | | 6,343 | | | 6,373 | | | 0.08 | |
| Verscend Holding Corp. (8) | | L + 4.00% | | 4.08% | | 8/27/2025 | | 25,474 | | | 25,554 | | | 25,543 | | | 0.30 | |
| Waystar Technologies, Inc. (8) | | L + 4.00% | | 4.08% | | 10/22/2026 | | 23,280 | | | 23,340 | | | 23,324 | | | 0.28 | |
| | | | | | | | | | 305,011 | | | 306,771 | | | 3.64 | |
| Hotels, Restaurants & Leisure | | | | | | | | | | | | | | |
| CEC Entertainment, Inc. (5)(8) | | 6.75% | | 6.75% | | 5/1/2026 | | 94,317 | | | 94,294 | | | 94,671 | | | 1.12 | |
| IRB Holding Corp. (11) | | L + 3.25% | | 4.25% | | 12/15/2027 | | 34,792 | | | 34,868 | | | 34,887 | | | 0.41 | |
| Scientific Games International, Inc. (6)(8) | | L + 2.75% | | 2.83% | | 8/14/2024 | | 3,758 | | | 3,724 | | | 3,746 | | | 0.04 | |
| Tacala Investment Corp. (10) | | L + 3.50% | | 4.25% | | 2/5/2027 | | 35,565 | | | 35,653 | | | 35,515 | | | 0.42 | |
| Whatabrands, LLC (9) | | L + 3.25% | | 3.75% | | 8/3/2028 | | 2,000 | | | 1,988 | | | 2,000 | | | 0.02 | |
| | | | | | | | | | 170,527 | | | 170,819 | | | 2.01 | |
| Household Durables | | | | | | | | | | | | | | |
| AI Aqua Merger Sub, Inc. (6)(7)(9) | | L + 4.00% | | 4.50% | | 6/16/2028 | | 16,024 | | | 15,982 | | | 16,103 | | | 0.19 | |
| Instant Brands Holdings, Inc. (10) | | L + 5.00% | | 5.75% | | 4/12/2028 | | 83,406 | | | 82,238 | | | 83,198 | | | 0.98 | |
| | | | | | | | | | 98,220 | | | 99,301 | | | 1.17 | |
| Independent Power and Renewable Electricity Producers | | | | | | | | | | | | | | |
| Enviva Holdings LP (4)(11) | | L + 5.50% | | 6.50% | | 2/11/2026 | | 24,492 | | | 24,274 | | | 24,553 | | | 0.29 | |
| Industrial Conglomerates | | | | | | | | | | | | | | |
| Engineered Machinery Holdings, Inc. (10) | | L + 3.75% | | 4.50% | | 5/19/2028 | | 7,525 | | | 7,488 | | | 7,530 | | | 0.09 | |
| Excelitas Technologies Corp. (11) | | L + 3.50% | | 4.50% | | 12/2/2024 | | 22,848 | | | 22,873 | | | 22,962 | | | 0.27 | |
| FCG Acquisitions, Inc. (7)(9) | | L + 3.75% | | 4.25% | | 3/16/2028 | | 23,478 | | | 23,490 | | | 23,473 | | | 0.28 | |
| TSL Engineered Products, LLC (4)(6)(10) | | L + 4.75% | | 5.50% | | 1/8/2028 | | 23,906 | | | 23,687 | | | 23,846 | | | 0.28 | |
| Vertical US Newco, Inc. (6)(9) | | L + 3.50% | | 4.00% | | 7/30/2027 | | 17,645 | | | 17,727 | | | 17,699 | | | 0.21 | |
| | | | | | | | | | 95,265 | | | 95,510 | | | 1.13 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Health Care Equipment & Supplies (continued) | | | | | | | | | | | | | | | |
| GCX Corporation Buyer, LLC (4)(5)(10) | | L + | 5.50% | | 8.32% | | 9/13/2028 | | $ | 141,346 | | | $ | 138,368 | | | $ | 136,784 | | | 0.61 | % |
| Mozart Borrower LP (9) | | L + | 3.25% | | 6.37% | | 10/23/2028 | | 35,858 | | | 35,052 | | | 33,039 | | | 0.15 | |
| Natus Medical Incorporated (4)(9) | | SOFR + | 5.50% | | 6.00% | | 7/20/2029 | | 50,000 | | | 46,581 | | | 46,750 | | | 0.21 | |
| Natus Medical Incorporated (4)(7)(9) | | SOFR + | 4.75% | | 7.26% | | 7/21/2027 | | 3,463 | | | 3,327 | | | 2,861 | | | 0.01 | |
| Resonetics, LLC (10) | | L + | 4.00% | | 6.37% | | 4/28/2028 | | 88,122 | | | 86,361 | | | 83,936 | | | 0.38 | |
| Sunshine Luxembourg VII S.à r.l, LLC (6)(10) | | L + | 3.75% | | 7.42% | | 10/1/2026 | | 57,136 | | | 56,703 | | | 53,311 | | | 0.24 | |
| TecoStar Holdings, Inc. (11) | | L + | 3.50% | | 5.79% | | 5/1/2024 | | 25,950 | | | 25,670 | | | 23,469 | | | 0.10 | |
| | | | | | | | | | | 757,237 | | | 736,748 | | | 3.29 | |
| Health Care Providers & Services | | | | | | | | | | | | | | | |
| 123Dentist, Inc. (4)(6)(7)(10) | | C + | 5.75% | | 9.41% | | 8/10/2029 | | C$ | 204,779 | | | 156,925 | | | 142,902 | | | 0.64 | |
| ACI Group Holdings, Inc. (4)(5)(7)(10) | | L + | 5.50% | | 9.17% | | 8/2/2028 | | 114,283 | | | 111,555 | | | 112,355 | | | 0.50 | |
| ADCS Clinics Intermediate Holdings, LLC (4)(7)(11) | | L + | 6.50% | | 8.47% | | 5/7/2027 | | 26,556 | | | 26,025 | | | 25,979 | | | 0.12 | |
| ADMI Corp. (9) | | L + | 3.75% | | 6.87% | | 8/24/2028 | | 49,236 | | | 48,955 | | | 43,943 | | | 0.20 | |
| AmeriVet Partners Management, Inc. (4)(5)(7)(10) | | SOFR + | 5.50% | | 9.20% | | 2/25/2028 | | 30,122 | | | 28,884 | | | 27,547 | | | 0.12 | |
| AMGH Holding Corp. (11) | | L + | 4.25% | | 7.37% | | 3/14/2025 | | 11,648 | | | 11,662 | | | 10,134 | | | 0.05 | |
| Canadian Hospital Specialties Ltd. (4)(5)(6)(7)(11) | | C + | 4.50% | | 8.67% | | 4/14/2028 | | C$ | 45,389 | | | 35,446 | | | 35,896 | | | 0.16 | |
| Caramel Bidco Limited (4)(5)(6)(7)(8) | | S + | 6.00% | | 7.69% | | 2/24/2029 | | £ | 60,000 | | | 77,801 | | | 59,804 | | | 0.27 | |
| CCBlue Bidco, Inc. (4)(7)(10) | | L + | 6.25% | | 7.17% | | 12/21/2028 | | 497,203 | | | 487,947 | | | 474,156 | | | 2.12 | |
| CHG Healthcare Services, Inc. (9) | | L + | 3.25% | | 6.37% | | 9/29/2028 | | 22,767 | | | 22,692 | | | 21,920 | | | 0.10 | |
| Covenant Surgical Partners, Inc. (8) | | L + | 4.00% | | 7.12% | | 7/1/2026 | | 2,957 | | | 2,920 | | | 2,776 | | | 0.01 | |
| Cross Country Healthcare, Inc. (4)(10) | | L + | 5.75% | | 8.83% | | 6/8/2027 | | 80,880 | | | 79,554 | | | 80,880 | | | 0.36 | |
| DCA Investment Holdings, LLC (4)(7)(10) | | SOFR + | 6.00% | | 9.98% | | 4/3/2028 | | 14,207 | | | 14,041 | | | 14,065 | | | 0.06 | |
| DCA Investment Holdings, LLC (4)(11) | | SOFR + | 6.25% | | 9.98% | | 4/3/2028 | | 14,844 | | | 14,782 | | | 14,691 | | | 0.07 | |
| Electron Bidco, Inc. (9) | | L + | 3.00% | | 6.12% | | 11/1/2028 | | 17,898 | | | 17,834 | | | 17,004 | | | 0.08 | |
| Epoch Acquisition, Inc. (4)(11) | | L + | 6.00% | | 9.12% | | 10/4/2024 | | 29,202 | | | 29,202 | | | 29,202 | | | 0.13 | |
| Global Medical Response, Inc. (11) | | L + | 4.25% | | 6.81% | | 10/2/2025 | | 34,390 | | | 34,462 | | | 29,988 | | | 0.13 | |
| Gordian Medical, Inc. (10) | | L + | 6.25% | | 9.92% | | 1/31/2027 | | 51,922 | | | 50,564 | | | 44,739 | | | 0.20 | |
| Heartland Dental, LLC (8) | | L + | 4.00% | | 7.08% | | 4/30/2025 | | 47,723 | | | 47,533 | | | 44,358 | | | 0.20 | |
| ICS US Holdings, Inc. (4)(6)(9) | | SOFR + | 4.60% | | 7.59% | | 6/8/2028 | | 8,283 | | | 7,901 | | | 7,745 | | | 0.03 | |
| Jayhawk Buyer, LLC (4)(7)(11) | | L + | 5.00% | | 8.68% | | 10/15/2026 | | 275,618 | | | 271,214 | | | 272,860 | | | 1.22 | |
| Legacy LifePoint Health, LLC (8) | | | 4.38% | | 4.38% | | 2/15/2027 | | 3,000 | | | 2,744 | | | 2,483 | | | 0.01 | |
| LifePoint Health, Inc. (8) | | L + | 3.75% | | 6.87% | | 11/16/2025 | | 47,379 | | | 47,045 | | | 44,173 | | | 0.20 | |
| Medical Knowledge Group, LLC (4)(10) | | SOFR + | 5.75% | | 8.43% | | 2/1/2029 | | 186,082 | | | 182,415 | | | 182,360 | | | 0.81 | |
| Midwest Physician Administrative Services, LLC (10) | | L + | 3.25% | | 6.92% | | 3/12/2028 | | 19,231 | | | 19,158 | | | 17,700 | | | 0.08 | |
| National Mentor Holdings, Inc. (10) | | L + | 3.75% | | 7.43% | | 3/2/2028 | | 11,626 | | | 11,613 | | | 8,378 | | | 0.04 | |
| Navigator Acquiror, Inc. (4)(7)(8) | | L + | 5.50% | | 8.54% | | 7/16/2027 | | 30,868 | | | 30,746 | | | 30,254 | | | 0.14 | |
| | |
Blackstone Private Credit Fund
Consolidated Schedule of Investments
September 30, 2021
2022 (in thousands)
(Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | Percentage of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | |
| Insurance | | | | | | | | | | | | | | |
| Acrisure, LLC (8) | | L + 3.50% | | 3.63% | | 2/15/2027 | | 1,990 | | | 1,975 | | | 1,975 | | | 0.02 | |
| Acrisure, LLC (9) | | L + 3.75% | | 4.25% | | 2/15/2027 | | 4,211 | | | 4,169 | | | 4,202 | | | 0.05 | |
| Alera Group, Inc. (4)(7)(10) | | L + 5.50% | | 6.25% | | 9/30/2028 | | 55,487 | | | 54,853 | | | 54,853 | | | 0.65 | |
| Alliant Holdings Intermediate, LLC (8) | | L + 3.25% | | 3.33% | | 5/9/2025 | | 8,038 | | | 8,028 | | | 7,989 | | | 0.09 | |
| Alliant Holdings Intermediate, LLC (9) | | L + 3.75% | | 4.25% | | 10/8/2027 | | 14,003 | | | 13,974 | | | 14,035 | | | 0.17 | |
| AssuredPartners, Inc. (8) | | L + 3.50% | | 3.58% | | 2/12/2027 | | 1,985 | | | 1,989 | | | 1,975 | | | 0.02 | |
| AssuredPartners, Inc. (9) | | L + 3.50% | | 4.00% | | 2/12/2027 | | 9,950 | | | 10,021 | | | 9,960 | | | 0.12 | |
| Baldwin Risk Partners, LLC (6)(9) | | L + 3.50% | | 4.00% | | 10/14/2027 | | 6,707 | | | 6,702 | | | 6,712 | | | 0.08 | |
| Benefytt Technologies, Inc. (4)(7)(10) | | L + 6.00% | | 6.75% | | 8/12/2027 | | 94,500 | | | 92,384 | | | 92,341 | | | 1.09 | |
| BroadStreet Partners, Inc. (8) | | L + 3.00% | | 3.08% | | 1/27/2027 | | 7,940 | | | 7,937 | | | 7,859 | | | 0.09 | |
| Galway Borrower, LLC (4)(7)(10) | | L + 5.25% | | 6.00% | | 9/24/2028 | | 237,095 | | | 232,256 | | | 232,254 | | | 2.74 | |
| High Street Buyer, Inc. (4)(7)(10) | | L + 6.00% | | 6.75% | | 4/14/2028 | | 50,839 | | | 49,340 | | | 48,769 | | | 0.58 | |
| Howden Group Holdings Limited (6)(10) | | L + 3.25% | | 4.00% | | 11/12/2027 | | 15,878 | | | 15,853 | | | 15,881 | | | 0.19 | |
| HUB International Limited (10) | | L + 3.25% | | 4.00% | | 4/25/2025 | | 2,985 | | | 2,990 | | | 2,990 | | | 0.04 | |
| HUB International Limited (8) | | L + 2.75% | | 2.88% | | 4/25/2025 | | 2,977 | | | 2,977 | | | 2,952 | | | 0.03 | |
| Integrity Marketing Acquisition, LLC (4)(7)(10) | | L + 5.50% | | 6.25% | | 8/27/2025 | | 6,039 | | | 5,700 | | | 5,935 | | | 0.07 | |
| Integrity Marketing Acquisition, LLC (4)(11) | | L + 5.75% | | 6.75% | | 8/27/2025 | | 39,858 | | | 39,346 | | | 39,759 | | | 0.47 | |
| Jones Deslauriers Insurance Management, Inc. (6)(7)(10) | | L + 4.25% | | 5.00% | | 3/28/2028 | | C$ | 55,944 | | | 43,805 | | | 44,457 | | | 0.52 | |
| NFP Corp. (8) | | L + 3.25% | | 3.33% | | 2/15/2027 | | 13,391 | | | 13,368 | | | 13,278 | | | 0.16 | |
| SG Acquisition, Inc. (4)(9) | | L + 5.00% | | 5.50% | | 1/27/2027 | | 100,946 | | | 100,355 | | | 100,442 | | | 1.19 | |
| Tennessee Bidco Limited (4)(5)(6)(7)(8) | | L + 7.00% | | 7.05% | | 8/3/2028 | | £ | 48,569 | | | 63,869 | | | 61,100 | | | 0.72 | |
| Tennessee Bidco Limited (4)(6)(8) | | L + 7.00% | | 7.15% | | 8/3/2028 | | 166,473 | | | 161,595 | | | 161,478 | | | 1.91 | |
| | | | | | | | | | 933,486 | | | 931,196 | | | 11.00 | |
| Interactive Media & Services | | | | | | | | | | | | | | |
| Bungie, Inc. (4)(11) | | L + 6.25% | | 7.25% | | 8/28/2024 | | 2,500 | | | 2,500 | | | 2,500 | | | 0.03 | |
| Cengage Learning, Inc. (11) | | L + 4.75% | | 5.75% | | 6/29/2026 | | 28,112 | | | 27,840 | | | 28,331 | | | 0.33 | |
| Directv Financing, LLC (10) | | L + 5.00% | | 5.75% | | 7/22/2027 | | 5,535 | | | 5,448 | | | 5,545 | | | 0.07 | |
| MH Sub I, LLC (11) | | L + 3.75% | | 4.75% | | 9/13/2024 | | 23,757 | | | 23,845 | | | 23,847 | | | 0.28 | |
| Project Boost Purchaser, LLC (8) | | L + 3.50% | | 3.58% | | 6/1/2026 | | 992 | | | 992 | | | 989 | | | 0.01 | |
| Project Boost Purchaser, LLC (9) | | L + 3.50% | | 4.00% | | 6/1/2026 | | 8,489 | | | 8,469 | | | 8,502 | | | 0.10 | |
| SurveyMonkey, Inc. (6)(8) | | L + 3.75% | | 3.83% | | 10/10/2025 | | 6,847 | | | 6,841 | | | 6,834 | | | 0.08 | |
| | | | | | | | | | 75,935 | | | 76,548 | | | 0.90 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Health Care Providers & Services (continued) | | | | | | | | | | | | | | | |
| Navigator Acquiror, Inc. (4)(9) | | L + | 5.75% | | 8.49% | | 7/16/2027 | | $ | 382,062 | | | $ | 379,089 | | | $ | 380,151 | | | 1.70 | % |
| NMSC Holdings, Inc. (10) | | SOFR + | 5.25% | | 8.43% | | 2/23/2029 | | 9,650 | | | 9,558 | | | 8,709 | | | 0.04 | |
| Odyssey Holding Company, LLC (4)(11) | | L + | 5.75% | | 9.32% | | 11/16/2025 | | 63,649 | | | 63,305 | | | 63,649 | | | 0.28 | |
| Onex TSG Intermediate Corp. (6)(10) | | L + | 4.75% | | 7.87% | | 2/28/2028 | | 23,081 | | | 22,923 | | | 20,466 | | | 0.09 | |
| Pathway Vet Alliance, LLC (8) | | L + | 3.75% | | 7.42% | | 3/31/2027 | | 30,775 | | | 30,560 | | | 27,275 | | | 0.12 | |
| Pediatric Associates Holding Co., LLC (7)(9) | | L + | 3.25% | | 5.08% | | 12/29/2028 | | 5,663 | | | 5,526 | | | 5,451 | | | 0.02 | |
| PetVet Care Centers, LLC (10) | | L + | 3.50% | | 6.62% | | 2/14/2025 | | 54,544 | | | 54,514 | | | 50,658 | | | 0.23 | |
| Phoenix Guarantor, Inc. (6)(8) | | L + | 3.50% | | 6.62% | | 3/5/2026 | | 24,657 | | | 24,595 | | | 23,475 | | | 0.10 | |
| Plasma Buyer, LLC (4)(7)(10) | | SOFR + | 5.75% | | 9.30% | | 5/12/2029 | | 91,722 | | | 89,394 | | | 88,299 | | | 0.39 | |
| PPV Intermediate Holdings, LLC (4)(6)(7)(10) | | SOFR + | 5.75% | | 9.01% | | 8/31/2029 | | 102,361 | | | 99,921 | | | 99,870 | | | 0.45 | |
| PSKW Intermediate, LLC (4)(11) | | L + | 6.25% | | 9.37% | | 3/9/2026 | | 16,138 | | | 16,138 | | | 16,138 | | | 0.07 | |
| Radnet, Inc. (6)(10) | | L + | 3.00% | | 6.12% | | 4/21/2028 | | 4,863 | | | 4,843 | | | 4,684 | | | 0.02 | |
| Reverb Buyer, Inc. (7)(9) | | L + | 3.50% | | 6.38% | | 11/1/2028 | | 43,958 | | | 43,657 | | | 41,658 | | | 0.19 | |
| Smile Doctors, LLC (4)(7)(10) | | L + | 5.75% | | 9.42% | | 12/23/2028 | | 449,679 | | | 439,765 | | | 438,872 | | | 1.96 | |
| Snoopy Bidco, Inc. (4)(7)(10) | | L + | 6.00% | | 9.08% | | 6/1/2028 | | 623,786 | | | 615,096 | | | 607,423 | | | 2.71 | |
| SpecialtyCare, Inc. (4)(5)(11) | | L + | 5.75% | | 8.03% | | 6/18/2028 | | 69,352 | | | 67,625 | | | 68,213 | | | 0.30 | |
| SpecialtyCare, Inc. (4)(5)(7)(8) | | L + | 5.50% | | 8.50% | | 6/18/2026 | | 1,068 | | | 936 | | | 979 | | | 0.00 | |
| Stepping Stones Healthcare Services, LLC (4)(7)(10) | | L + | 5.75% | | 9.42% | | 1/2/2029 | | 137,320 | | | 134,138 | | | 131,329 | | | 0.59 | |
| Surgery Centers Holdings, Inc. (6)(10) | | L + | 3.75% | | 6.51% | | 8/31/2026 | | 54,352 | | | 53,969 | | | 51,713 | | | 0.23 | |
| The Fertility Partners, Inc. (4)(5)(6)(10) | | L + | 5.75% | | 8.87% | | 3/16/2028 | | 39,000 | | | 38,291 | | | 37,830 | | | 0.17 | |
| The Fertility Partners, Inc. (4)(5)(6)(7)(10) | | C + | 5.75% | | 9.47% | | 3/16/2028 | | C$ | 146,722 | | | 114,094 | | | 103,819 | | | 0.46 | |
| The GI Alliance Management, LLC (4)(7)(11) | | SOFR + | 6.25% | | 9.20% | | 9/15/2028 | | 261,760 | | | 252,294 | | | 252,224 | | | 1.13 | |
| TTF Holdings, LLC (4)(10) | | L + | 4.00% | | 7.12% | | 3/31/2028 | | 5,944 | | | 5,909 | | | 5,795 | | | 0.03 | |
| U.S. Anesthesia Partners, Inc. (9) | | L + | 4.25% | | 6.81% | | 10/1/2028 | | 38,763 | | | 38,651 | | | 36,520 | | | 0.16 | |
| Unified Physician Management, LLC (4)(7)(9) | | SOFR + | 5.50% | | 8.53% | | 6/18/2029 | | 844,174 | | | 844,174 | | | 844,174 | | | 3.77 | |
| United Mutual Acquisition Holdings, LLC (4)(6)(7)(10) | | SOFR + | 5.75% | | 8.77% | | 7/15/2028 | | 15,678 | | | 15,434 | | | 15,253 | | | 0.07 | |
| US Acute Care Solutions (5)(8) | | | 6.38% | | 6.38% | | 3/1/2026 | | 2,885 | | | 2,921 | | | 2,427 | | | 0.01 | |
| US Oral Surgery Management Holdco, LLC (4)(7)(10) | | L + | 5.50% | | 8.47% | | 11/18/2027 | | 149,935 | | | 146,971 | | | 148,588 | | | 0.66 | |
| Veonet GmbH (6)(8) | | S + | 5.75% | | 7.94% | | 3/14/2029 | | £ | 170,000 | | | 218,488 | | | 176,354 | | | 0.79 | |
| WHCG Purchaser III, Inc. (4)(5)(7)(10) | | L + | 5.75% | | 9.42% | | 6/22/2028 | | 104,293 | | | 102,241 | | | 95,627 | | | 0.43 | |
| WP CityMD Bidco, LLC (9) | | L + | 3.25% | | 6.92% | | 12/22/2028 | | 27,860 | | | 27,673 | | | 26,702 | | | 0.12 | |
| | | | | | | | | | | 5,834,313 | | | 5,672,619 | | | 25.35 | |
| | |
Blackstone Private Credit Fund
Consolidated Schedule of Investments
September 30, 2021
2022 (in thousands)
(Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | Percentage of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | |
| Internet & Direct Marketing Retail | | | | | | | | | | | | | | |
| Donuts, Inc. (4)(11) | | L + 6.00% | | 7.00% | | 12/29/2026 | | 114,125 | | | 112,087 | | | 113,554 | | | 1.34 | |
| Shutterfly, LLC (10) | | L + 5.00% | | 5.75% | | 9/25/2026 | | 162,494 | | | 161,592 | | | 162,900 | | | 1.92 | |
| Shutterfly, LLC (8) | | 8.50% | | 8.50% | | 10/1/2026 | | 13,217 | | | 14,114 | | | 14,307 | | | 0.17 | |
| Wireless Vision, LLC (4)(7)(11) | | L + 5.50% | | 6.50% | | 12/30/2025 | | 23,260 | | | 23,260 | | | 23,260 | | | 0.27 | |
| | | | | | | | | | 311,053 | | | 314,021 | | | 3.70 | |
| IT Services | | | | | | | | | | | | | | |
| Ahead DB Holdings, LLC (5)(10) | | L + 3.75% | | 4.50% | | 10/18/2027 | | 2,602 | | | 2,616 | | | 2,616 | | | 0.03 | |
| Dcert Buyer, Inc. (8) | | L + 4.00% | | 4.08% | | 10/16/2026 | | 13,278 | | | 13,298 | | | 13,296 | | | 0.16 | |
| Endurance International Group Holdings, Inc. (10) | | L + 3.50% | | 4.25% | | 2/10/2028 | | 23,634 | | | 23,515 | | | 23,543 | | | 0.28 | |
| Ensono Holdings, LLC (10) | | L + 4.00% | | 4.75% | | 5/19/2028 | | 34,286 | | | 34,235 | | | 34,418 | | | 0.41 | |
| NAB Holdings, LLC (11) | | L + 2.75% | | 3.75% | | 7/1/2024 | | 3,460 | | | 3,451 | | | 3,466 | | | 0.04 | |
| Park Place Technologies, LLC (11) | | L + 5.00% | | 6.00% | | 11/10/2027 | | 40,463 | | | 39,545 | | | 40,510 | | | 0.48 | |
| Red River Technology, LLC (4)(7)(11) | | L + 6.00% | | 7.00% | | 5/26/2027 | | 151,200 | | | 148,709 | | | 148,554 | | | 1.75 | |
| Sabre GLBL, Inc. (6)(9) | | L + 3.50% | | 4.00% | | 12/17/2027 | | 12,257 | | | 12,227 | | | 12,210 | | | 0.14 | |
| TierPoint, LLC (10) | | L + 3.75% | | 4.50% | | 5/6/2026 | | 19,819 | | | 19,702 | | | 19,881 | | | 0.23 | |
| Virtusa Corp. (10) | | L + 3.75% | | 4.50% | | 2/11/2028 | | 17,416 | | | 17,416 | | | 17,485 | | | 0.21 | |
| | | | | | | | | | 314,714 | | | 315,979 | | | 3.73 | |
| Leisure Products | | | | | | | | | | | | | | |
| Alterra Mountain Company (9) | | L + 3.50% | | 4.00% | | 8/17/2028 | | 4,987 | | | 5,003 | | | 4,983 | | | 0.06 | |
| Lew's Intermediate Holdings, LLC (4)(10) | | L + 5.00% | | 5.75% | | 1/26/2028 | | 26,268 | | | 26,028 | | | 26,202 | | | 0.31 | |
| Lucky Bucks, LLC (6)(10) | | L + 5.50% | | 6.25% | | 7/21/2027 | | 50,000 | | | 49,018 | | | 49,375 | | | 0.58 | |
| Recess Holdings, Inc. (11) | | L + 3.75% | | 4.75% | | 9/30/2024 | | 19,871 | | | 19,846 | | | 19,829 | | | 0.23 | |
| | | | | | | | | | 99,895 | | | 100,389 | | | 1.18 | |
| Life Sciences Tools & Services | | | | | | | | | | | | | | |
| Cambrex Corp. (10) | | L + 3.50% | | 4.25% | | 12/4/2026 | | 15,169 | | | 15,236 | | | 15,210 | | | 0.18 | |
| Curia Global, Inc. (10) | | L + 3.75% | | 4.50% | | 8/30/2026 | | 32,928 | | | 32,965 | | | 33,000 | | | 0.39 | |
| Maravai Intermediate Holdings, LLC (6)(11) | | L + 3.75% | | 4.75% | | 10/19/2027 | | 1,984 | | | 2,006 | | | 1,992 | | | 0.02 | |
| | | | | | | | | | 50,207 | | | 50,202 | | | 0.59 | |
| Machinery | | | | | | | | | | | | | | |
| Apex Tool Group, LLC (12) | | L + 5.25% | | 6.50% | | 8/1/2024 | | 65,611 | | | 65,703 | | | 65,787 | | | 0.78 | |
| Blount International, Inc. (11) | | L + 3.75% | | 4.75% | | 4/12/2023 | | 18,113 | | | 18,187 | | | 18,163 | | | 0.21 | |
| MHE Intermediate Holdings, LLC (4)(5)(7)(11) | | L + 5.75% | | 6.75% | | 7/21/2027 | | 9,301 | | | 9,094 | | | 9,088 | | | 0.11 | |
| Phoenix Services Merger Sub, LLC (11) | | L + 3.75% | | 4.75% | | 3/1/2025 | | 5,954 | | | 5,931 | | | 5,920 | | | 0.07 | |
| Pro Mach Group, Inc. (7)(11) | | L + 4.00% | | 5.00% | | 8/31/2028 | | 11,705 | | | 11,647 | | | 11,783 | | | 0.14 | |
| Titan Acquisition, Ltd. (6)(8) | | L + 3.00% | | 3.17% | | 3/28/2025 | | 7,457 | | | 7,385 | | | 7,334 | | | 0.09 | |
| | | | | | | | | | 117,947 | | | 118,075 | | | 1.40 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Health Care Technology | | | | | | | | | | | | | | | |
| athenahealth, Inc. (7)(9) | | SOFR + | 3.50% | | 6.58% | | 2/15/2029 | | $ | 38,951 | | | $ | 38,441 | | | $ | 34,325 | | | 0.15 | % |
| Caerus US 1, Inc. (4)(6)(7)(10) | | SOFR + | 5.50% | | 9.05% | | 5/25/2029 | | 392,476 | | | 383,677 | | | 387,548 | | | 1.73 | |
| Edifecs, Inc. (4)(10) | | L + | 5.50% | | 9.18% | | 9/21/2026 | | 122,826 | | | 120,813 | | | 121,598 | | | 0.54 | |
| Edifecs, Inc. (4)(11) | | L + | 7.50% | | 11.18% | | 9/21/2026 | | 29,485 | | | 29,379 | | | 30,369 | | | 0.14 | |
| Ensemble RCM, LLC (4)(9) | | L + | 5.00% | | 7.81% | | 8/3/2026 | | 89,800 | | | 88,197 | | | 88,004 | | | 0.39 | |
| GI Ranger Intermediate, LLC (4)(7)(10) | | SOFR + | 6.00% | | 9.70% | | 10/30/2028 | | 101,518 | | | 99,422 | | | 99,490 | | | 0.44 | |
| Imprivata, Inc. (9) | | L + | 4.25% | | 7.28% | | 12/1/2027 | | 6,950 | | | 6,875 | | | 6,731 | | | 0.03 | |
| Netsmart Technologies, Inc. (10) | | L + | 4.00% | | 7.12% | | 10/1/2027 | | 19,638 | | | 19,714 | | | 18,795 | | | 0.08 | |
| NMC Crimson Holdings, Inc. (4)(7)(10) | | L + | 6.00% | | 8.28% | | 3/1/2028 | | 71,173 | | | 69,157 | | | 69,991 | | | 0.31 | |
| Project Ruby Ultimate Parent Corp. (10) | | L + | 3.25% | | 6.37% | | 3/10/2028 | | 8,482 | | | 8,448 | | | 7,941 | | | 0.04 | |
| Project Ruby Ultimate Parent Corp. (4)(9) | | SOFR + | 5.75% | | 8.78% | | 3/10/2028 | | 11,833 | | | 11,486 | | | 11,478 | | | 0.05 | |
| RPBLS Midco, LLC (4)(10) | | SOFR + | 5.75% | | 7.92% | | 4/1/2028 | | 167,261 | | | 164,516 | | | 165,588 | | | 0.74 | |
| Verscend Holding Corp. (8) | | L + | 4.00% | | 7.12% | | 8/27/2025 | | 34,662 | | | 34,711 | | | 33,709 | | | 0.15 | |
| Waystar Technologies, Inc. (8) | | L + | 4.00% | | 7.12% | | 10/22/2026 | | 20,016 | | | 20,058 | | | 19,241 | | | 0.09 | |
| | | | | | | | | | | 1,094,897 | | | 1,094,808 | | | 4.89 | |
| Hotels, Restaurants & Leisure | | | | | | | | | | | | | | | |
| Alterra Mountain Company (9) | | L + | 3.50% | | 6.62% | | 8/17/2028 | | 27,293 | | | 27,315 | | | 26,526 | | | 0.12 | |
| CEC Entertainment, Inc. (5)(8) | | | 6.75% | | 6.75% | | 5/1/2026 | | 51,052 | | | 51,052 | | | 46,016 | | | 0.21 | |
| Century Casinos, Inc. (6)(10) | | SOFR + | 6.00% | | 8.61% | | 4/2/2029 | | 43,840 | | | 43,020 | | | 42,196 | | | 0.19 | |
| Fertitta Entertainment, LLC (9) | | SOFR + | 4.00% | | 7.03% | | 1/27/2029 | | 37,974 | | | 37,728 | | | 35,336 | | | 0.16 | |
| Flynn Restaurant Group LP (9) | | L + | 4.25% | | 7.37% | | 12/1/2028 | | 14,012 | | | 13,898 | | | 13,080 | | | 0.06 | |
| GVC Holdings Gibraltar, Ltd. (6)(9) | | L + | 2.50% | | 6.17% | | 3/29/2027 | | 4,975 | | | 4,865 | | | 4,857 | | | 0.02 | |
| IRB Holding Corp. (10) | | SOFR + | 3.00% | | 5.70% | | 12/15/2027 | | 49,346 | | | 49,295 | | | 46,354 | | | 0.21 | |
| Mic Glen, LLC (9) | | L + | 3.50% | | 6.62% | | 7/21/2028 | | 31,095 | | | 30,947 | | | 29,093 | | | 0.13 | |
| Penn National Gaming, Inc. (6)(9) | | SOFR + | 2.75% | | 5.88% | | 5/3/2029 | | 6,744 | | | 6,712 | | | 6,500 | | | 0.03 | |
| Scientific Games Holdings LP (9) | | SOFR + | 3.00% | | 5.91% | | 4/14/2029 | | 4,938 | | | 4,903 | | | 4,810 | | | 0.02 | |
| Scientific Games Holdings LP (9) | | SOFR + | 3.50% | | 5.62% | | 4/4/2029 | | 10,450 | | | 10,395 | | | 9,705 | | | 0.04 | |
| Tacala Investment Corp. (10) | | L + | 3.50% | | 6.62% | | 2/5/2027 | | 53,112 | | | 53,089 | | | 49,764 | | | 0.22 | |
| Twin River Worldwide Holdings, Inc. (6)(9) | | L + | 3.25% | | 5.93% | | 10/2/2028 | | 32,613 | | | 32,159 | | | 29,544 | | | 0.13 | |
| Whatabrands, LLC (9) | | L + | 3.25% | | 6.37% | | 8/3/2028 | | 14,888 | | | 14,816 | | | 13,817 | | | 0.06 | |
| | | | | | | | | | | 380,195 | | | 357,598 | | | 1.60 | |
| | |
Blackstone Private Credit Fund
Consolidated Schedule of Investments
September 30, 2021
2022 (in thousands)
(Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | Percentage of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | |
| Marine | | | | | | | | | | | | | | |
| Navico, Inc. (5)(6)(11) | | L + 4.25% | | 5.25% | | 3/31/2023 | | 1,911 | | | 1,858 | | | 1,911 | | | 0.02 | |
| Media | | | | | | | | | | | | | | |
| Altice Financing S.A. (5)(6)(8) | | 5.75% | | 5.75% | | 8/15/2029 | | 1,282 | | | 1,291 | | | 1,244 | | | 0.01 | |
| Digital Media Solutions, LLC (6)(10) | | L + 5.00% | | 5.75% | | 5/24/2026 | | 39,900 | | | 38,969 | | | 39,850 | | | 0.47 | |
| McGraw-Hill Education, Inc. (9) | | L + 4.75% | | 5.25% | | 7/28/2028 | | 23,230 | | | 23,001 | | | 23,330 | | | 0.28 | |
| Radiate Holdco, LLC (10) | | L + 3.50% | | 4.25% | | 9/25/2026 | | 25,192 | | | 25,273 | | | 25,200 | | | 0.30 | |
| Terrier Media Buyer, Inc. (8) | | L + 3.50% | | 3.58% | | 12/17/2026 | | 6,955 | | | 6,954 | | | 6,949 | | | 0.08 | |
| Univision Communications, Inc. (10) | | L + 3.25% | | 4.00% | | 3/15/2026 | | 14,897 | | | 14,870 | | | 14,899 | | | 0.18 | |
| WideOpenWest Finance, LLC (6)(11) | | L + 3.25% | | 4.25% | | 8/18/2023 | | 5,268 | | | 5,276 | | | 5,278 | | | 0.06 | |
| | | | | | | | | | 115,634 | | | 116,750 | | | 1.38 | |
| Metals & Mining | | | | | | | | | | | | | | |
| American Rock Salt Company, LLC (10) | | L + 4.00% | | 4.75% | | 6/4/2028 | | 20,948 | | | 20,928 | | | 21,085 | | | 0.25 | |
| SCIH Salt Holdings, Inc. (10) | | L + 4.00% | | 4.75% | | 3/16/2027 | | 29,945 | | | 29,890 | | | 30,018 | | | 0.35 | |
| | | | | | | | | | 50,818 | | | 51,103 | | | 0.60 | |
| Oil, Gas & Consumable Fuels | | | | | | | | | | | | | | |
| Eagle Midstream Canada Finance, Inc. (4)(6)(13) | | L + 6.25% | | 7.75% | | 11/26/2024 | | 36,013 | | | 35,556 | | | 36,013 | | | 0.43 | |
| Oryx Midstream Services Permian Basin, LLC (6)(9) | | L + 3.25% | | 3.75% | | 9/29/2028 | | 6,818 | | | 6,784 | | | 6,784 | | | 0.08 | |
| | | | | | | | | | 42,340 | | | 42,797 | | | 0.51 | |
| Pharmaceuticals | | | | | | | | | | | | | | |
| ANI Pharmaceuticals, Inc. (6)(10) | | L + 6.00% | | 6.75% | | 4/27/2028 | | 54,930 | | | 53,831 | | | 55,273 | | | 0.65 | |
| Jazz Pharmaceuticals, Inc. (6)(9) | | L + 3.50% | | 4.00% | | 4/21/2028 | | 7,423 | | | 7,387 | | | 7,442 | | | 0.09 | |
| Motion Finco, LLC (6)(8) | | L + 3.25% | | 3.38% | | 11/12/2026 | | 4,975 | | | 4,826 | | | 4,827 | | | 0.06 | |
| | | | | | | | | | 66,044 | | | 67,542 | | | 0.80 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Household Durables | | | | | | | | | | | | | | | |
| AI Aqua Merger Sub, Inc. (6)(9) | | SOFR + | 3.75% | | 6.35% | | 7/31/2028 | | $ | 70,639 | | | $ | 69,765 | | | $ | 65,856 | | | 0.29 | % |
| Fluidra SA (6)(9) | | SOFR + | 2.00% | | 5.13% | | 1/29/2029 | | 1,463 | | | 1,460 | | | 1,422 | | | 0.01 | |
| Hunter Douglas, Inc. (6)(9) | | SOFR + | 3.50% | | 6.34% | | 2/26/2029 | | 16,129 | | | 16,045 | | | 13,355 | | | 0.06 | |
| Instant Brands Holdings, Inc. (10) | | L + | 5.00% | | 7.08% | | 4/12/2028 | | 76,647 | | | 75,738 | | | 52,580 | | | 0.23 | |
| | | | | | | | | | | 163,008 | | | 133,213 | | | 0.60 | |
| Industrial Conglomerates | | | | | | | | | | | | | | | |
| Bettcher Industries, Inc. (9) | | SOFR + | 4.00% | | 7.03% | | 12/14/2028 | | 11,259 | | | 11,159 | | | 10,696 | | | 0.05 | |
| CEP V Investment 11 Sarl (4)(6)(7)(10) | | S + | 5.75% | | 6.29% | | 2/11/2028 | | Fr. | 97,449 | | | 97,832 | | | 96,846 | | | 0.43 | |
| Engineered Machinery Holdings, Inc. (10) | | L + | 3.75% | | 7.42% | | 5/19/2028 | | 32,294 | | | 32,278 | | | 31,123 | | | 0.14 | |
| Excelitas Technologies Corp. (4)(7)(10) | | SOFR + | 5.75% | | 8.59% | | 8/13/2029 | | 159,331 | | | 155,748 | | | 155,675 | | | 0.70 | |
| Excelitas Technologies Corp. (4)(6)(8) | | E + | 5.75% | | 5.75% | | 8/13/2029 | | € | 25,323 | | | 25,483 | | | 24,347 | | | 0.11 | |
| FCG Acquisitions, Inc. (9) | | L + | 3.75% | | 7.42% | | 3/31/2028 | | 45,768 | | | 45,606 | | | 43,947 | | | 0.20 | |
| SPX Flow, Inc. (9) | | SOFR + | 4.50% | | 7.63% | | 4/5/2029 | | 54,658 | | | 52,343 | | | 50,764 | | | 0.23 | |
| Vertical US Newco, Inc. (6)(9) | | L + | 3.50% | | 6.87% | | 7/30/2027 | | 45,445 | | | 45,326 | | | 43,665 | | | 0.20 | |
| Victory Buyer, LLC (4)(9) | | L + | 3.75% | | 7.32% | | 11/19/2028 | | 22,921 | | | 22,827 | | | 20,915 | | | 0.09 | |
| | | | | | | | | | | 488,602 | | | 477,979 | | | 2.14 | |
| Insurance | | | | | | | | | | | | | | | |
| Acrisure LLC (8) | | L + | 3.50% | | 6.62% | | 2/15/2027 | | 3,824 | | | 3,744 | | | 3,507 | | | 0.02 | |
| Acrisure LLC (9) | | L + | 4.25% | | 7.37% | | 2/15/2027 | | 41,721 | | | 41,448 | | | 38,799 | | | 0.17 | |
| Alera Group, Inc. (4)(7)(10) | | L + | 5.50% | | 8.31% | | 10/2/2028 | | 64,789 | | | 64,182 | | | 63,283 | | | 0.28 | |
| Alliant Holdings Intermediate, LLC (8) | | L + | 3.25% | | 6.37% | | 5/9/2025 | | 15,913 | | | 15,797 | | | 15,287 | | | 0.07 | |
| Alliant Holdings Intermediate, LLC (9) | | L + | 3.50% | | 6.49% | | 11/6/2027 | | 36,931 | | | 36,906 | | | 35,084 | | | 0.16 | |
| Amerilife Holdings LLC (4)(7)(10) | | SOFR + | 5.75% | | 8.65% | | 8/31/2029 | | 309,295 | | | 301,460 | | | 301,362 | | | 1.35 | |
| AssuredPartners, Inc. (8) | | L + | 3.50% | | 6.62% | | 2/12/2027 | | 1,990 | | | 1,913 | | | 1,888 | | | 0.01 | |
| AssuredPartners, Inc. (9) | | L + | 3.50% | | 6.62% | | 2/12/2027 | | 62,211 | | | 61,737 | | | 59,042 | | | 0.26 | |
| Baldwin Risk Partners, LLC (6)(9) | | L + | 3.50% | | 6.26% | | 10/14/2027 | | 33,709 | | | 33,582 | | | 32,277 | | | 0.14 | |
| Benefytt Technologies, Inc. (4)(11) | | SOFR + | 8.75% | | 12.09% | | 8/12/2027 | | 96,133 | | | 94,611 | | | 77,868 | | | 0.35 | |
| Benefytt Technologies, Inc. (4)(7)(8) | | SOFR + | 7.50% | | 10.58% | | 8/12/2027 | | 23,064 | | | 22,358 | | | 18,647 | | | 0.08 | |
| BroadStreet Partners, Inc. (8) | | L + | 3.00% | | 6.12% | | 1/27/2027 | | 21,777 | | | 21,645 | | | 20,658 | | | 0.09 | |
| CFC Underwriting, Ltd.(4)(6)(7)(8) | | SOFR + | 5.50% | | 7.78% | | 11/30/2028 | | 138,161 | | | 134,523 | | | 133,122 | | | 0.59 | |
| Foundation Risk Partners Corp. (4)(7)(10) | | L + | 5.50% | | 9.17% | | 10/30/2028 | | 65,922 | | | 64,826 | | | 65,035 | | | 0.29 | |
| Galway Borrower, LLC (4)(5)(7)(10) | | L + | 5.25% | | 8.92% | | 9/29/2028 | | 31,907 | | | 31,828 | | | 31,109 | | | 0.14 | |
| Galway Borrower, LLC (4)(5)(10) | | L + | 5.25% | | 8.92% | | 9/29/2028 | | 190,797 | | | 186,967 | | | 185,220 | | | 0.83 | |
| High Street Buyer, Inc. (4)(5)(7)(10) | | L + | 6.00% | | 8.81% | | 2/2/2029 | | 110,078 | | | 107,629 | | | 108,409 | | | 0.48 | |
| Howden Group Holdings Limited (6)(10) | | L + | 3.25% | | 6.38% | | 11/12/2027 | | 46,793 | | | 46,608 | | | 44,709 | | | 0.20 | |
| HUB International Limited (10) | | L + | 3.25% | | 5.98% | | 4/25/2025 | | 18,328 | | | 18,318 | | | 17,690 | | | 0.08 | |
| | |
Blackstone Private Credit Fund
Consolidated Schedule of Investments
September 30, 2021
2022 (in thousands)
(Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | Percentage of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | |
| Professional Services | | | | | | | | | | | | | | |
| ALKU, LLC (4)(10) | | L + 5.25% | | 6.00% | | 3/1/2028 | | 164,653 | | | 163,126 | | | 163,006 | | | 1.92 | |
| Aqgen Island Holdings, Inc. (9) | | L + 3.50% | | 4.00% | | 5/20/2028 | | 25,837 | | | 25,728 | | | 25,820 | | | 0.30 | |
| Arches Buyer, Inc. (9) | | L + 3.25% | | 3.75% | | 12/6/2027 | | 1,990 | | | 1,986 | | | 1,982 | | | 0.02 | |
| Ascend Performance Materials Operations, LLC (10) | | L + 4.75% | | 5.50% | | 8/27/2026 | | 4,975 | | | 5,051 | | | 5,041 | | | 0.06 | |
| BMC Acquisition, Inc. (11) | | L + 5.25% | | 6.25% | | 12/28/2024 | | 4,717 | | | 4,706 | | | 4,705 | | | 0.06 | |
| BPPH2 Limited (4)(6)(8) | | L + 6.75% | | 6.82% | | 3/2/2028 | | £ | 25,500 | | | 34,371 | | | 34,368 | | | 0.41 | |
| Camelot US Acquisition, LLC (5)(6)(11) | | L + 3.00% | | 4.00% | | 10/30/2026 | | 4,963 | | | 4,980 | | | 4,980 | | | 0.06 | |
| Cast & Crew Payroll, LLC (8) | | L + 3.75% | | 3.83% | | 2/9/2026 | | 11,893 | | | 11,795 | | | 11,863 | | | 0.14 | |
| Clearview Buyer, Inc. (4)(7)(10) | | L + 5.25% | | 6.00% | | 8/26/2027 | | 152,010 | | | 148,528 | | | 148,478 | | | 1.75 | |
| Deerfield Dakota Holding, LLC (11) | | L + 3.75% | | 4.75% | | 4/9/2027 | | 22,054 | | | 22,138 | | | 22,145 | | | 0.26 | |
| Emerald US, Inc. (6)(8) | | L + 3.25% | | 3.33% | | 7/10/2026 | | 3,970 | | | 3,965 | | | 3,940 | | | 0.05 | |
| Guidehouse LLP (8) | | L + 4.00% | | 4.08% | | 5/1/2025 | | 21,413 | | | 21,463 | | | 21,480 | | | 0.25 | |
| HIG Orca Acquisition Holdings, Inc. (4)(7)(11) | | L + 6.00% | | 7.00% | | 6/30/2026 | | 97,477 | | | 95,267 | | | 95,186 | | | 1.12 | |
| IG Investments Holdings, LLC (4)(7)(10) | | L + 6.00% | | 6.75% | | 9/22/2028 | | 575,590 | | | 563,225 | | | 563,181 | | | 6.65 | |
| Inmar, Inc. (11) | | L + 4.00% | | 5.00% | | 5/1/2024 | | 4,974 | | | 4,977 | | | 4,980 | | | 0.06 | |
| Material Holdings, LLC (4)(7)(10) | | L + 5.75% | | 6.50% | | 8/19/2027 | | 244,810 | | | 239,698 | | | 239,596 | | | 2.83 | |
| Minotaur Acquisition, Inc. (8) | | L + 4.75% | | 4.83% | | 3/27/2026 | | 26,608 | | | 26,577 | | | 26,511 | | | 0.31 | |
| National Intergovernmental Purchasing Alliance Co. (8) | | L + 3.50% | | 3.65% | | 5/23/2025 | | 7,942 | | | 7,902 | | | 7,896 | | | 0.09 | |
| Trinity Air Consultants Holdings Corp. (4)(7)(10) | | L + 5.25% | | 6.00% | | 6/29/2027 | | 137,719 | | | 134,410 | | | 134,262 | | | 1.58 | |
| VT Topco, Inc. (10) | | L + 3.75% | | 4.50% | | 8/1/2025 | | 8,560 | | | 8,518 | | | 8,557 | | | 0.10 | |
| | | | | | | | | | 1,528,411 | | | 1,527,977 | | | 18.02 | |
| Real Estate Management & Development | | | | | | | | | | | | | | |
| Cumming Group, Inc. (4)(7)(11) | | L + 6.00% | | 7.00% | | 5/26/2027 | | 136,008 | | | 133,281 | | | 133,053 | | | 1.57 | |
| McCarthy & Stone PLC (4)(5)(6)(8) | | 7.00% | | 7.00% | | 12/16/2025 | | £ | 20,000 | | | 27,989 | | | 27,022 | | | 0.32 | |
| Progress Residential PM Holdings, LLC (4)(7)(10) | | L + 6.25% | | 7.00% | | 2/16/2028 | | 70,324 | | | 68,692 | | | 69,620 | | | 0.82 | |
| | | | | | | | | | 229,962 | | | 229,695 | | | 2.71 | |
| Road & Rail | | | | | | | | | | | | | | |
| Gruden Acquisition, Inc. (4)(7)(11) | | L + 5.50% | | 6.50% | | 7/1/2028 | | 77,625 | | | 75,361 | | | 75,319 | | | 0.89 | |
| Software | | | | | | | | | | | | | | |
| 2U, Inc. (6)(10) | | L + 5.75% | | 6.50% | | 11/30/2024 | | 53,865 | | | 52,982 | | | 54,808 | | | 0.65 | |
| Apex Group Treasury, LLC (4)(6)(9) | | L + 3.75% | | 4.25% | | 7/27/2028 | | 15,268 | | | 15,231 | | | 15,288 | | | 0.18 | |
| Apttus Corp. (10) | | L + 4.25% | | 5.00% | | 4/27/2028 | | 8,488 | | | 8,479 | | | 8,543 | | | 0.10 | |
| AxiomSL Group, Inc. (4)(7)(11) | | L + 6.00% | | 7.00% | | 12/3/2027 | | 79,211 | | | 77,508 | | | 77,398 | | | 0.91 | |
| Belfor Holdings, Inc. (8) | | L + 3.75% | | 3.84% | | 4/6/2026 | | 4,975 | | | 4,993 | | | 4,999 | | | 0.06 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Insurance (continued) | | | | | | | | | | | | | | | |
| HUB International Limited (8) | | L + | 3.00% | | 5.77% | | 4/25/2025 | | $ | 2,946 | | | $ | 2,931 | | | $ | 2,838 | | | 0.01 | % |
| Integrity Marketing Acquisition, LLC (4)(5)(7)(10) | | L + | 5.50% | | 7.58% | | 8/27/2025 | | 94,721 | | | 92,897 | | | 89,892 | | | 0.40 | |
| Integrity Marketing Acquisition, LLC (4)(5)(11) | | L + | 5.75% | | 9.28% | | 8/27/2025 | | 112,376 | | | 111,146 | | | 108,359 | | | 0.48 | |
| Jones Deslauriers Insurance Management, Inc. (4)(5)(6)(10) | | C + | 4.25% | | 7.75% | | 3/27/2028 | | C$ | 96,709 | | | 76,049 | | | 64,842 | | | 0.29 | |
| NFP Corp. (8) | | L + | 3.25% | | 6.37% | | 2/15/2027 | | 41,428 | | | 40,981 | | | 39,025 | | | 0.17 | |
| PGIS Intermediate Holdings, LLC (4)(5)(7)(10) | | L + | 5.50% | | 8.56% | | 10/16/2028 | | 31,919 | | | 31,301 | | | 30,664 | | | 0.14 | |
| Riser Merger Sub, Inc. (4)(6)(10) | | SOFR + | 5.75% | | 6.50% | | 8/1/2028 | | £ | 160,271 | | | 156,201 | | | 156,092 | | | 0.70 | |
| Riser Merger Sub, Inc. (4)(6)(7)(10) | | S + | 5.75% | | 6.50% | | 8/1/2028 | | 13,717 | | | 16,480 | | | 15,026 | | | 0.07 | |
| RSC Acquisition, Inc. (4)(5)(7)(10) | | SOFR + | 5.50% | | 8.21% | | 10/30/2026 | | 29,162 | | | 28,470 | | | 27,370 | | | 0.12 | |
| SG Acquisition, Inc. (4)(9) | | L + | 5.00% | | 9.17% | | 1/27/2027 | | 104,190 | | | 103,895 | | | 104,190 | | | 0.47 | |
| Tennessee Bidco Limited (4)(5)(6)(7)(8) | | S + | 7.28% | | 8.47% | | 7/9/2028 | | £ | 150,192 | | | 196,677 | | | 199,290 | | | 0.89 | |
| Tennessee Bidco Limited (4)(5)(6)(8) | | L + | 7.00% | | 10.38% | | 8/3/2028 | | 214,466 | | | 209,620 | | | 213,394 | | | 0.95 | |
| | | | | | | | | | | 2,356,729 | | | 2,303,980 | | | 10.30 | |
| Interactive Media & Services | | | | | | | | | | | | | | | |
| Ancestry.com Operations, Inc (9) | | L + | 3.25% | | 6.37% | | 12/6/2027 | | 8,349 | | | 8,296 | | | 7,543 | | | 0.03 | |
| Cengage Learning, Inc. (11) | | L + | 4.75% | | 7.81% | | 7/14/2026 | | 18,820 | | | 18,676 | | | 17,088 | | | 0.08 | |
| MH Sub I, LLC (11) | | L + | 3.75% | | 6.87% | | 9/13/2024 | | 47,685 | | | 47,717 | | | 45,564 | | | 0.20 | |
| Project Boost Purchaser, LLC (8) | | L + | 3.50% | | 6.62% | | 6/1/2026 | | 8,425 | | | 8,415 | | | 8,028 | | | 0.04 | |
| Project Boost Purchaser, LLC (9) | | L + | 3.50% | | 6.62% | | 5/2/2029 | | 25,299 | | | 25,117 | | | 24,018 | | | 0.11 | |
| Red Planet Borrower, LLC (9) | | L + | 3.75% | | 6.87% | | 10/2/2028 | | 39,925 | | | 39,626 | | | 26,567 | | | 0.12 | |
| SurveyMonkey, Inc. (4)(6)(8) | | L + | 3.75% | | 6.87% | | 10/10/2025 | | 5,974 | | | 5,970 | | | 5,795 | | | 0.03 | |
| UFC Holdings, LLC (10) | | L + | 2.75% | | 5.52% | | 4/29/2026 | | 4,973 | | | 4,854 | | | 4,792 | | | 0.02 | |
| William Morris Endeavor Entertainment, LLC (8) | | L + | 2.75% | | 5.87% | | 5/18/2025 | | 4,523 | | | 4,377 | | | 4,328 | | | 0.02 | |
| | | | | | | | | | | 163,049 | | | 143,723 | | | 0.64 | |
| Internet & Direct Marketing Retail | | | | | | | | | | | | | | | |
| Donuts, Inc. (4)(7)(11) | | SOFR + | 6.00% | | 8.91% | | 12/29/2027 | | 441,300 | | | 440,209 | | | 436,887 | | | 1.95 | |
| Donuts, Inc. (4)(11) | | SOFR + | 6.00% | | 8.91% | | 12/29/2026 | | 71,766 | | | 71,227 | | | 71,049 | | | 0.32 | |
| Hoya Midco, LLC (6)(9) | | SOFR + | 3.25% | | 6.28% | | 2/3/2029 | | 9,950 | | | 9,902 | | | 9,552 | | | 0.04 | |
| Prodege International Holdings, LLC (4)(7)(10) | | L + | 5.75% | | 9.04% | | 12/15/2027 | | 543,688 | | | 534,317 | | | 531,060 | | | 2.37 | |
| Shutterfly, LLC (10) | | L + | 5.00% | | 8.12% | | 9/25/2026 | | 57,973 | | | 57,570 | | | 36,699 | | | 0.16 | |
| Wireless Vision, LLC (4)(11) | | L + | 5.50% | | 9.17% | | 12/30/2025 | | 20,038 | | | 20,038 | | | 20,038 | | | 0.09 | |
| | | | | | | | | | | 1,133,261 | | | 1,105,285 | | | 4.94 | |
| | |
Blackstone Private Credit Fund
Consolidated Schedule of Investments
September 30, 2021
2022 (in thousands)
(Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | Percentage of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | |
| Software (continued) | | | | | | | | | | | | | | |
| Boxer Parent Company, Inc. (8) | | L + 3.75% | | 3.88% | | 10/2/2025 | | 12,031 | | | 12,031 | | | 11,981 | | | 0.14 | |
| Brave Parent Holdings, Inc. (8) | | L + 4.00% | | 4.08% | | 4/18/2025 | | 2,984 | | | 2,984 | | | 2,987 | | | 0.04 | |
| Cloudera, Inc. (9) | | L + 3.75% | | 4.25% | | 8/9/2028 | | 28,556 | | | 28,271 | | | 28,565 | | | 0.34 | |
| Connatix Buyer, Inc. (4)(7)(10) | | L + 5.50% | | 6.25% | | 7/14/2027 | | 115,067 | | | 112,251 | | | 112,145 | | | 1.32 | |
| Connectwise, LLC (6)(9) | | L + 3.50% | | 4.00% | | 9/13/2028 | | 9,570 | | | 9,522 | | | 9,565 | | | 0.11 | |
| CoreLogic, Inc. (9) | | L + 3.50% | | 4.00% | | 6/2/2028 | | 20,000 | | | 19,915 | | | 20,004 | | | 0.24 | |
| Delta Topco, Inc. (10) | | L + 3.75% | | 4.50% | | 12/1/2027 | | 22,444 | | | 22,535 | | | 22,504 | | | 0.27 | |
| Diligent Corporation (4)(11) | | L + 5.75% | | 6.75% | | 8/4/2025 | | 89,550 | | | 88,442 | | | 88,878 | | | 1.05 | |
| ECI Macola Max Holding, LLC (6)(10) | | L + 3.75% | | 4.50% | | 11/9/2027 | | 30,087 | | | 30,151 | | | 30,117 | | | 0.36 | |
| Epicor Software Corp. (10) | | L + 3.25% | | 4.00% | | 7/30/2027 | | 6,059 | | | 6,096 | | | 6,066 | | | 0.07 | |
| Episerver, Inc. (4)(7)(11) | | L + 5.50% | | 6.50% | | 4/9/2026 | | 18,137 | | | 17,831 | | | 17,808 | | | 0.21 | |
| Experity, Inc. (4)(7)(10) | | L + 5.50% | | 6.25% | | 7/22/2027 | | 76,743 | | | 75,093 | | | 75,038 | | | 0.89 | |
| Flexera Software, LLC (10) | | L + 3.75% | | 4.50% | | 1/26/2028 | | 12,435 | | | 12,469 | | | 12,463 | | | 0.15 | |
| Formula One Management Limited (6)(11) | | L + 2.50% | | 3.50% | | 2/1/2024 | | 2,000 | | | 1,998 | | | 1,998 | | | 0.02 | |
| GI Consilio Parent, LLC (7)(9) | | L + 4.00% | | 4.50% | | 4/30/2028 | | 50,617 | | | 48,831 | | | 50,302 | | | 0.59 | |
| Gigamon Inc. (10) | | L + 3.75% | | 4.50% | | 12/27/2024 | | 22,623 | | | 22,664 | | | 22,669 | | | 0.27 | |
| GraphPAD Software, LLC - Revolving Term Loan (4)(7)(11) | | L + 6.00% | | 7.00% | | 4/27/2027 | | 708 | | | 669 | | | 666 | | | 0.01 | |
| GraphPAD Software, LLC (4)(11) | | L + 5.50% | | 6.50% | | 4/27/2027 | | 17,456 | | | 17,213 | | | 17,282 | | | 0.20 | |
| Greeneden U.S. Holdings II, LLC (10) | | L + 4.00% | | 4.75% | | 12/1/2027 | | 34,862 | | | 35,005 | | | 35,021 | | | 0.41 | |
| HS Purchaser, LLC (10) | | L + 4.00% | | 4.75% | | 11/19/2026 | | 22,771 | | | 22,828 | | | 22,842 | | | 0.27 | |
| Hyland Software, Inc. (10) | | L + 3.50% | | 4.25% | | 7/1/2024 | | 23,374 | | | 23,427 | | | 23,428 | | | 0.28 | |
| Idera, Inc. (10) | | L + 3.75% | | 4.50% | | 2/4/2028 | | 30,341 | | | 30,257 | | | 30,383 | | | 0.36 | |
| Imperva, Inc. (11) | | L + 4.00% | | 5.00% | | 1/12/2026 | | 19,367 | | | 19,459 | | | 19,427 | | | 0.23 | |
| Imprivata, Inc. (9) | | L + 3.50% | | 4.00% | | 12/1/2027 | | 12,945 | | | 12,979 | | | 12,967 | | | 0.15 | |
| Informatica, LLC (8) | | L + 3.25% | | 3.33% | | 2/25/2027 | | 3,713 | | | 3,719 | | | 3,706 | | | 0.04 | |
| ION Trading Finance Ltd. (6)(8) | | L + 4.75% | | 4.92% | | 3/26/2028 | | 18,356 | | | 18,348 | | | 18,415 | | | 0.22 | |
| Ivanti Software, Inc. (10) | | L + 4.00% | | 4.75% | | 12/1/2027 | | 4,004 | | | 3,994 | | | 4,015 | | | 0.05 | |
| Ivanti Software, Inc. (11) | | L + 4.75% | | 5.75% | | 12/1/2027 | | 15,957 | | | 16,001 | | | 16,030 | | | 0.19 | |
| LD Lower Holdings, Inc. (4)(7)(11) | | L + 6.50% | | 7.50% | | 2/8/2026 | | 119,276 | | | 117,146 | | | 118,083 | | | 1.39 | |
| MA FinanceCom, LLC (6)(11) | | L + 4.25% | | 5.25% | | 6/5/2025 | | 4,968 | | | 5,036 | | | 5,009 | | | 0.06 | |
| Mandolin Technology Intermediate Holdings, Inc. (4)(7)(9) | | L + 3.75% | | 4.25% | | 7/6/2028 | | 78,300 | | | 77,046 | | | 77,018 | | | 0.91 | |
| Maverick Acquisition, Inc. (4)(5)(7)(11) | | L + 6.00% | | 7.00% | | 6/1/2027 | | 39,000 | | | 38,263 | | | 38,058 | | | 0.45 | |
| Maverick Acquisition, Inc. (5)(10) | | L + 3.75% | | 4.50% | | 4/28/2028 | | 17,000 | | | 16,767 | | | 17,008 | | | 0.20 | |
| MeridianLink, Inc. (11) | | L + 3.75% | | 4.75% | | 5/30/2025 | | 21,286 | | | 21,266 | | | 21,302 | | | 0.25 | |
| Mic Glen, LLC (9) | | L + 3.50% | | 4.00% | | 7/21/2028 | | 4,011 | | | 3,991 | | | 3,995 | | | 0.05 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| IT Services | | | | | | | | | | | | | | | |
| Ahead DB Holdings, LLC (5)(10) | | L + | 3.75% | | 7.43% | | 10/18/2027 | | $ | 2,576 | | | $ | 2,588 | | | $ | 2,466 | | | 0.01 | % |
| AI Altius Bidco, Inc. (4)(5)(7)(10) | | L + | 5.50% | | 8.28% | | 12/13/2028 | | 115,148 | | | 112,795 | | | 112,498 | | | 0.50 | |
| AI Altius Bidco, Inc. (4)(5)(8) | | 9.75% PIK | | 9.75% | | 12/1/2028 | | 22,256 | | | 21,691 | | | 21,588 | | | 0.10 | |
| BCP V Everise Acquisition, LLC (4)(10) | | SOFR + | 6.50% | | 8.62% | | 5/3/2027 | | 75,000 | | | 73,277 | | | 73,125 | | | 0.33 | |
| ConvergeOne Holdings, Inc. (8) | | L + | 5.00% | | 8.12% | | 1/4/2026 | | 29,555 | | | 28,931 | | | 21,326 | | | 0.10 | |
| Dcert Buyer, Inc. (8) | | SOFR + | 4.00% | | 6.90% | | 10/16/2026 | | 33,003 | | | 33,045 | | | 31,577 | | | 0.14 | |
| Endurance International Group Holdings, Inc. (10) | | L + | 3.50% | | 6.18% | | 2/10/2028 | | 48,774 | | | 48,332 | | | 41,458 | | | 0.19 | |
| Ensono Holdings, LLC (10) | | L + | 3.75% | | 6.87% | | 11/23/2028 | | 34,711 | | | 34,645 | | | 30,546 | | | 0.14 | |
| Infostretch Corporation (4)(7)(10) | | SOFR + | 5.75% | | 7.98% | | 4/1/2028 | | 182,483 | | | 179,138 | | | 176,406 | | | 0.79 | |
| Inovalon Holdings, Inc. (4)(7)(10) | | L + | 6.25% | | 9.23% | | 11/24/2028 | | 951,600 | | | 930,050 | | | 940,840 | | | 4.20 | |
| Monterey Financing, S.A.R.L (4)(6)(8) | | E + | 6.00% | | 6.00% | | 9/18/2029 | | DKK | 560,750 | | | 71,990 | | | 72,138 | | | 0.32 | |
| Monterey Financing, S.A.R.L (4)(6)(7)(8) | | E + | 6.00% | | 7.23% | | 9/19/2029 | | € | 76,519 | | | 71,738 | | | 72,636 | | | 0.32 | |
| Monterey Financing, S.A.R.L (4)(6)(8) | | E + | 6.00% | | 6.00% | | 9/19/2029 | | SEK | 243,186 | | | 21,179 | | | 21,384 | | | 0.10 | |
| Monterey Financing, S.A.R.L (4)(6)(9) | | E + | 6.00% | | 6.50% | | 9/19/2029 | | NOK | 599,094 | | | 54,397 | | | 53,694 | | | 0.24 | |
| Park Place Technologies, LLC (11) | | SOFR + | 5.00% | | 8.13% | | 11/10/2027 | | 15,424 | | | 15,115 | | | 14,678 | | | 0.07 | |
| Rackspace Technology Global (10) | | L + | 2.75% | | 5.62% | | 2/15/2028 | | 1,189 | | | 1,130 | | | 855 | | | 0.00 | |
| Razor Holdco, LLC (4)(10) | | L + | 5.75% | | 8.75% | | 10/25/2027 | | 190,244 | | | 187,031 | | | 186,439 | | | 0.83 | |
| Red River Technology, LLC (4)(7)(11) | | L + | 6.00% | | 9.12% | | 5/26/2027 | | 149,688 | | | 147,658 | | | 144,449 | | | 0.65 | |
| Sabre GLBL, Inc. (6)(9) | | SOFR + | 4.25% | | 7.38% | | 6/30/2028 | | 46,401 | | | 45,994 | | | 41,725 | | | 0.19 | |
| TierPoint, LLC (10) | | L + | 3.75% | | 6.87% | | 5/5/2026 | | 15,363 | | | 15,297 | | | 14,601 | | | 0.07 | |
| Turing Holdco, Inc. (4)(5)(6)(7)(8) | | E + | 6.00% | | 8.46% | | 8/3/2028 | | € | 35,519 | | | 38,473 | | | 33,888 | | | 0.15 | |
| Virtusa Corp. (10) | | L + | 3.75% | | 6.88% | | 2/15/2029 | | 42,009 | | | 41,834 | | | 39,505 | | | 0.18 | |
| | | | | | | | | | | 2,176,329 | | | 2,147,823 | | | 9.60 | |
| Leisure Products | | | | | | | | | | | | | | | |
| Lew's Intermediate Holdings, LLC (4)(10) | | L + | 5.00% | | 7.90% | | 2/11/2028 | | 25,979 | | | 25,806 | | | 24,420 | | | 0.11 | |
| Lucky Bucks, LLC (10) | | L + | 5.50% | | 8.31% | | 7/30/2027 | | 55,825 | | | 54,913 | | | 42,427 | | | 0.19 | |
| Motion Finco, LLC (6)(8) | | L + | 3.25% | | 6.92% | | 11/12/2026 | | 22,360 | | | 21,685 | | | 20,489 | | | 0.09 | |
| Recess Holdings, Inc. (11) | | L + | 3.75% | | 6.56% | | 9/30/2024 | | 11,982 | | | 11,964 | | | 11,652 | | | 0.05 | |
| | | | | | | | | | | 114,368 | | | 98,988 | | | 0.44 | |
| Life Sciences Tools & Services | | | | | | | | | | | | | | | |
| Cambrex Corp. (10) | | SOFR + | 3.50% | | 6.63% | | 12/4/2026 | | 16,689 | | | 16,704 | | | 16,031 | | | 0.07 | |
| Curia Global, Inc. (10) | | L + | 3.75% | | 6.56% | | 8/30/2026 | | 45,052 | | | 45,053 | | | 41,993 | | | 0.19 | |
| LSCS Holdings, Inc. (9) | | L + | 4.50% | | 8.17% | | 12/16/2028 | | 18,117 | | | 18,033 | | | 17,438 | | | 0.08 | |
| Maravai Intermediate Holdings, LLC (6)(9) | | SOFR + | 2.55% | | 3.00% | | 10/19/2027 | | 1,968 | | | 1,987 | | | 1,913 | | | 0.01 | |
| Packaging Coordinators Midco, Inc. (10) | | L + | 3.75% | | 7.42% | | 11/30/2027 | | 13,640 | | | 13,610 | | | 13,001 | | | 0.06 | |
| | | | | | | | | | | 95,387 | | | 90,376 | | | 0.40 | |
| | |
Blackstone Private Credit Fund
Consolidated Schedule of Investments
September 30, 2021
2022 (in thousands)
(Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | Percentage of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | |
| Software (continued) | | | | | | | | | | | | | | |
| Mobileum, Inc. (4)(7)(11) | | L + 4.75% | | 5.75% | | 6/1/2028 | | 48,623 | | | 48,057 | | | 47,873 | | | 0.57 | |
| MRI Software, LLC (7)(11) | | L + 5.50% | | 6.50% | | 2/10/2026 | | 12,643 | | | 12,561 | | | 12,629 | | | 0.15 | |
| NAVEX TopCo, Inc. (7)(8) | | L + 3.25% | | 3.34% | | 9/5/2025 | | 5,954 | | | 5,946 | | | 5,917 | | | 0.07 | |
| Paya Holdings III, LLC (4)(5)(6)(7)(10) | | L + 3.25% | | 4.00% | | 6/16/2028 | | 9,500 | | | 9,330 | | | 9,488 | | | 0.11 | |
| Perforce Software, Inc. (8) | | L + 3.75% | | 3.83% | | 7/1/2026 | | 11,711 | | | 11,703 | | | 11,631 | | | 0.14 | |
| Project Alpha Intermediate Holding, Inc. (8) | | L + 4.00% | | 4.09% | | 4/26/2024 | | 23,841 | | | 23,921 | | | 23,860 | | | 0.28 | |
| Project Leopard Holdings, Inc. (11) | | L + 4.75% | | 5.75% | | 7/7/2024 | | 25,852 | | | 25,909 | | | 26,000 | | | 0.31 | |
| Quest Software US Holdings, Inc. (6)(8) | | L + 4.25% | | 4.38% | | 5/16/2025 | | 27,036 | | | 27,020 | | | 27,031 | | | 0.32 | |
| RealPage, Inc. (9) | | L + 3.25% | | 3.75% | | 4/24/2028 | | 3,933 | | | 3,925 | | | 3,925 | | | 0.05 | |
| Relativity ODA, LLC (4)(7)(11) | | L + 7.50% PIK | | 8.50% | | 5/12/2027 | | 43,221 | | | 42,124 | | | 42,017 | | | 0.50 | |
| Rocket Software, Inc. (8) | | L + 4.25% | | 4.33% | | 11/28/2025 | | 14,878 | | | 14,904 | | | 14,777 | | | 0.17 | |
| Rocket Software, Inc. (9) | | L + 4.25% | | 4.75% | | 11/28/2025 | | 8,313 | | | 8,114 | | | 8,293 | | | 0.10 | |
| S2P Acquisition Borrower, Inc. (6)(8) | | L + 4.00% | | 4.08% | | 8/14/2026 | | 2,972 | | | 2,982 | | | 2,974 | | | 0.04 | |
| Sophia LP (10) | | L + 3.75% | | 4.50% | | 10/7/2027 | | 19,887 | | | 19,948 | | | 19,985 | | | 0.24 | |
| Sovos Compliance, LLC (6)(7)(9) | | L + 4.50% | | 5.00% | | 7/29/2028 | | 12,567 | | | 12,536 | | | 12,671 | | | 0.15 | |
| SpecialtyCare, Inc. (4)(7)(11) | | L + 5.75% | | 6.75% | | 6/18/2028 | | 69,276 | | | 67,017 | | | 67,606 | | | 0.80 | |
| Spitfire Parent, Inc. (4)(7)(11) | | L + 5.50% | | 6.50% | | 3/11/2027 | | 65,835 | | | 64,441 | | | 64,955 | | | 0.77 | |
| Spitfire Parent, Inc. (4)(11) | | L + 5.50% | | 6.50% | | 3/11/2027 | | € | 19,451 | | | 23,079 | | | 22,318 | | | 0.26 | |
| Storable, Inc. (9) | | L + 3.25% | | 3.75% | | 2/26/2028 | | 1,370 | | | 1,367 | | | 1,368 | | | 0.02 | |
| Surf Holdings, LLC (6)(8) | | L + 3.50% | | 3.62% | | 3/5/2027 | | 6,461 | | | 6,465 | | | 6,435 | | | 0.08 | |
| Tegra118 Wealth Solutions, Inc. (8) | | L + 4.00% | | 4.12% | | 2/18/2027 | | 3,970 | | | 3,996 | | | 3,980 | | | 0.05 | |
| The Ultimate Software Group, Inc. (10) | | L + 3.25% | | 4.00% | | 5/4/2026 | | 10,918 | | | 10,947 | | | 10,953 | | | 0.13 | |
| Triple Lift, Inc. (4)(7)(10) | | L + 5.75% | | 6.50% | | 5/6/2028 | | 90,773 | | | 88,793 | | | 88,671 | | | 1.05 | |
| University Support Services, LLC (9) | | L + 3.25% | | 3.75% | | 6/29/2028 | | 10,000 | | | 9,950 | | | 9,999 | | | 0.12 | |
| Veritas US, Inc. (6)(11) | | L + 5.00% | | 6.00% | | 9/1/2025 | | 21,588 | | | 21,767 | | | 21,716 | | | 0.26 | |
| Virgin Pulse, Inc. (10) | | L + 4.00% | | 4.75% | | 4/6/2028 | | 42,553 | | | 42,156 | | | 42,606 | | | 0.50 | |
| Vision Solutions, Inc. (10) | | L + 4.25% | | 5.00% | | 3/4/2028 | | 36,256 | | | 36,081 | | | 36,250 | | | 0.43 | |
| | | | | | | | | | 1,798,730 | | | 1,804,709 | | | 21.36 | |
| Specialty Retail | | | | | | | | | | | | | | |
| CustomInk, LLC (4)(11) | | L + 6.21% | | 7.21% | | 5/3/2026 | | 30,000 | | | 29,400 | | | 29,625 | | | 0.35 | |
| EG America, LLC (6)(9) | | L + 4.25% | | 4.75% | | 3/10/2026 | | 15,018 | | | 14,939 | | | 15,037 | | | 0.18 | |
| Petco Health & Wellness Co, Inc. (10) | | L + 3.25% | | 4.00% | | 2/24/2028 | | 9,919 | | | 9,896 | | | 9,929 | | | 0.12 | |
| PetSmart, Inc. (5)(10) | | L + 3.75% | | 4.50% | | 2/11/2028 | | 3,295 | | | 3,265 | | | 3,307 | | | 0.04 | |
| | | | | | | | | | 57,500 | | | 57,898 | | | 0.69 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Machinery | | | | | | | | | | | | | | | |
| Apex Tool Group, LLC (9) | | SOFR + | 5.25% | | 8.10% | | 2/8/2029 | | $ | 14,793 | | | $ | 14,729 | | | $ | 13,148 | | | 0.06 | % |
| MHE Intermediate Holdings, LLC (4)(5)(7)(11) | | SOFR + | 6.00% | | 9.50% | | 7/21/2027 | | 12,189 | | | 11,964 | | | 11,669 | | | 0.05 | |
| Pro Mach Group, Inc. (11) | | L + | 4.00% | | 7.12% | | 8/31/2028 | | 27,460 | | | 27,438 | | | 26,252 | | | 0.12 | |
| Titan Acquisition Ltd. (6)(8) | | L + | 3.00% | | 5.88% | | 3/28/2025 | | 18,136 | | | 17,695 | | | 16,321 | | | 0.07 | |
| | | | | | | | | | | 71,826 | | | 67,389 | | | 0.30 | |
| Marine | | | | | | | | | | | | | | | |
| Armada Parent, Inc. (4)(7)(10) | | L + | 5.75% | | 8.56% | | 10/29/2027 | | 234,700 | | | 230,176 | | | 227,588 | | | 1.02 | |
| Media | | | | | | | | | | | | | | | |
| Altice Financing S.A. (5)(6)(8) | | | 5.75% | | 5.75% | | 8/15/2029 | | 994 | | | 1,003 | | | 763 | | | 0.00 | |
| Clear Channel Outdoor Holdings, Inc. (6)(8) | | L + | 3.50% | | 6.31% | | 8/21/2026 | | 33,772 | | | 32,954 | | | 30,268 | | | 0.14 | |
| Digital Media Solutions, LLC (6)(10) | | L + | 5.00% | | 8.12% | | 5/25/2026 | | 29,593 | | | 29,051 | | | 25,906 | | | 0.12 | |
| McGraw-Hill Education, Inc. (9) | | L + | 4.75% | | 7.82% | | 7/28/2028 | | 28,573 | | | 28,330 | | | 26,422 | | | 0.12 | |
| Radiate Holdco, LLC (10) | | L + | 3.25% | | 6.37% | | 9/25/2026 | | 50,587 | | | 50,457 | | | 46,920 | | | 0.21 | |
| Terrier Media Buyer, Inc. (8) | | L + | 3.50% | | 6.62% | | 12/17/2026 | | 1,960 | | | 1,968 | | | 1,841 | | | 0.01 | |
| Univision Communications, Inc. (10) | | L + | 3.25% | | 6.37% | | 3/15/2026 | | 20,145 | | | 20,021 | | | 19,166 | | | 0.09 | |
| | | | | | | | | | | 163,784 | | | 151,285 | | | 0.68 | |
| Metals & Mining | | | | | | | | | | | | | | | |
| American Rock Salt Company, LLC (10) | | L + | 4.00% | | 7.12% | | 6/9/2028 | | 30,612 | | | 30,593 | | | 28,431 | | | 0.13 | |
| SCIH Salt Holdings, Inc. (10) | | L + | 4.00% | | 6.81% | | 3/16/2027 | | 45,245 | | | 44,982 | | | 42,134 | | | 0.19 | |
| | | | | | | | | | | 75,575 | | | 70,565 | | | 0.32 | |
| Oil, Gas & Consumable Fuels | | | | | | | | | | | | | | | |
| CQP Holdco, LP (9) | | L + | 3.75% | | 7.42% | | 6/5/2028 | | 23,273 | | | 23,269 | | | 22,499 | | | 0.10 | |
| Eagle Midstream Canada Finance, Inc. (4)(6)(10) | | SOFR + | 6.25% | | 8.96% | | 8/15/2028 | | 39,515 | | | 38,593 | | | 38,923 | | | 0.17 | |
| Freeport LNG Investments, LLLP (9) | | L + | 3.50% | | 6.21% | | 12/21/2028 | | 55,727 | | | 55,532 | | | 51,727 | | | 0.23 | |
| KKR Alberta Midsteam FINCE Inc (4)(6)(10) | | SOFR + | 6.25% | | 8.96% | | 8/15/2028 | | 21,498 | | | 20,996 | | | 21,175 | | | 0.09 | |
| | | | | | | | | | | 138,390 | | | 134,323 | | | 0.60 | |
| Paper & Forest Products | | | | | | | | | | | | | | | |
| Profile Products, LLC (4)(7)(10) | | L + | 5.50% | | 8.87% | | 11/12/2027 | | 69,921 | | | 68,481 | | | 67,937 | | | 0.30 | |
| Personal Products | | | | | | | | | | | | | | | |
| Sunshine Cadence Holdco, LLC (8) | | L + | 4.25% | | 7.13% | | 3/23/2027 | | 39,696 | | | 36,797 | | | 37,711 | | | 0.17 | |
| Pharmaceuticals | | | | | | | | | | | | | | | |
| ANI Pharmaceuticals, Inc. (6)(10) | | L + | 6.00% | | 9.12% | | 4/27/2028 | | 9,089 | | | 8,928 | | | 8,667 | | | 0.04 | |
| Jazz Pharmaceuticals, Inc. (6)(9) | | L + | 3.50% | | 6.62% | | 5/5/2028 | | 6,257 | | | 6,238 | | | 6,060 | | | 0.03 | |
| Padagis, LLC (4)(6)(9) | | L + | 4.75% | | 7.04% | | 7/6/2028 | | 29,371 | | | 29,329 | | | 25,699 | | | 0.11 | |
| Rhea Parent, Inc. (4)(5)(10) | | SOFR + | 5.75% | | 9.45% | | 2/18/2029 | | 205,871 | | | 202,116 | | | 203,298 | | | 0.91 | |
| Sharp Midco, LLC (9) | | L + | 4.00% | | 7.67% | | 12/31/2028 | | 5,296 | | | 5,284 | | | 5,005 | | | 0.02 | |
| | | | | | | | | | | 251,896 | | | 248,729 | | | 1.11 | |
| | |
Blackstone Private Credit Fund
Consolidated Schedule of Investments
September 30, 2021
2022 (in thousands)
(Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | Percentage of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | |
| Technology Hardware, Storage & Peripherals | | | | | | | | | | | | | | |
| Deliver Buyer, Inc. (11) | | L + 6.25% | | 7.25% | | 5/1/2024 | | 19,850 | | | 19,931 | | | 19,943 | | | 0.24 | |
| Lytx, Inc. (4)(7)(11) | | L + 6.50% | | 7.50% | | 2/28/2026 | | 40,409 | | | 40,553 | | | 40,550 | | | 0.48 | |
| | | | | | | | | | 60,484 | | | 60,493 | | | 0.72 | |
| Textiles, Apparel & Luxury Goods | | | | | | | | | | | | | | |
| Mad Engine Global, LLC (11) | | L + 7.00% | | 8.00% | | 6/30/2027 | | 24,000 | | | 23,362 | | | 23,565 | | | 0.28 | |
| S&S Holdings, LLC (9) | | L + 5.00% | | 5.50% | | 3/4/2028 | | 12,893 | | | 12,464 | | | 12,828 | | | 0.15 | |
| | | | | | | | | | 35,826 | | | 36,393 | | | 0.43 | |
| Trading Companies & Distributors | | | | | | | | | | | | | | |
| DiversiTech Holdings, Inc. (11) | | L + 3.25% | | 4.25% | | 12/3/2024 | | 7,883 | | | 7,909 | | | 7,890 | | | 0.09 | |
| Foundation Building Materials, Inc. (9) | | L + 3.25% | | 3.75% | | 2/3/2028 | | 4,988 | | | 4,968 | | | 4,959 | | | 0.06 | |
| LBM Acquisition, LLC (10) | | L + 3.75% | | 4.50% | | 12/17/2027 | | 40,025 | | | 39,876 | | | 39,708 | | | 0.47 | |
| Park River Holdings, Inc. (10) | | L + 3.25% | | 4.00% | | 12/28/2027 | | 68,143 | | | 66,613 | | | 67,951 | | | 0.80 | |
| Porcelain Acquisition Corp. (4)(7)(11) | | L + 6.00% | | 7.00% | | 4/30/2027 | | 71,514 | | | 68,637 | | | 68,550 | | | 0.81 | |
| SRS Distribution, Inc. (9) | | L + 3.75% | | 4.25% | | 6/4/2028 | | 28,229 | | | 28,110 | | | 28,259 | | | 0.33 | |
| The Cook & Boardman Group, LLC (11) | | L + 5.75% | | 6.75% | | 10/17/2025 | | 46,480 | | | 44,962 | | | 46,054 | | | 0.54 | |
| | | | | | | | | | 261,075 | | | 263,371 | | | 3.10 | |
| Transportation Infrastructure | | | | | | | | | | | | | | |
| AIT Worldwide Logistics Holdings, Inc. (10) | | L + 4.75% | | 5.50% | | 3/31/2028 | | 49,078 | | | 48,292 | | | 49,324 | | | 0.58 | |
| Atlas CC Acquisition Corp. (7)(10) | | L + 4.25% | | 5.00% | | 4/28/2028 | | 47,687 | | | 45,519 | | | 47,826 | | | 0.56 | |
| Capstone Logistics, LLC (7)(11) | | L + 4.75% | | 5.75% | | 11/12/2027 | | 21,677 | | | 21,749 | | | 21,781 | | | 0.26 | |
| First Student Bidco, Inc. (6)(9) | | L + 3.00% | | 3.50% | | 7/21/2028 | | 17,076 | | | 16,988 | | | 17,004 | | | 0.20 | |
| Frontline Road Safety, LLC (4)(7)(10) | | L + 5.75% | | 6.50% | | 5/3/2027 | | 136,948 | | | 134,381 | | | 134,209 | | | 1.58 | |
| Helix TS, LLC (4)(7)(10) | | L + 5.75% | | 6.50% | | 8/4/2027 | | 94,922 | | | 93,074 | | | 93,023 | | | 1.10 | |
| Liquid Tech Solutions Holdings, LLC (4)(10) | | L + 4.75% | | 5.50% | | 3/19/2028 | | 15,461 | | | 15,389 | | | 15,423 | | | 0.18 | |
| Roadsafe Holdings, Inc. (4)(7)(11) | | L + 5.75% | | 6.75% | | 10/19/2027 | | 63,137 | | | 61,567 | | | 61,449 | | | 0.73 | |
| Safety Borrower Holdings LP (4)(7)(11) | | L + 5.75% | | 6.75% | | 9/1/2027 | | 37,754 | | | 37,307 | | | 37,301 | | | 0.44 | |
| Sam Holding Co, Inc. (4)(7)(11) | | L + 6.50% | | 7.50% | | 9/24/2027 | | 152,000 | | | 148,091 | | | 148,080 | | | 1.75 | |
| Spireon, Inc. (4)(11) | | L + 6.50% | | 7.50% | | 10/4/2024 | | 42,731 | | | 42,731 | | | 42,731 | | | 0.50 | |
| TRP Infrastructure Services, LLC (4)(7)(11) | | L + 5.50% | | 6.50% | | 7/9/2027 | | 73,885 | | | 72,337 | | | 72,275 | | | 0.85 | |
| | | | | | | | | | 737,425 | | | 740,426 | | | 8.73 | |
| Wireless Telecommunication Services | | | | | | | | | | | | | | |
| CCI Buyer, Inc. (10) | | L + 4.00% | | 4.75% | | 12/17/2027 | | 28,904 | | | 29,043 | | | 29,015 | | | 0.34 | |
| Total First Lien Debt | | | | | | | | | | $ | 15,765,482 | | | $ | 15,822,772 | | | 186.84 | % |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Professional Services | | | | | | | | | | | | | | | |
| ALKU, LLC (4)(10) | | SOFR + | 5.25% | | 8.95% | | 3/1/2028 | | $ | 162,998 | | | $ | 161,722 | | | $ | 162,590 | | | 0.73 | % |
| ALKU, LLC (4)(10) | | SOFR + | 5.00% | | 8.70% | | 3/1/2028 | | 78,805 | | | 78,009 | | | 78,805 | | | 0.35 | |
| APFS Staffing Holdings, Inc. (4)(9) | | SOFR + | 4.00% | | 6.83% | | 12/29/2028 | | 7,263 | | | 7,246 | | | 7,099 | | | 0.03 | |
| Aqgen Island Holdings, Inc. (9) | | L + | 3.50% | | 7.19% | | 8/2/2028 | | 68,561 | | | 68,231 | | | 62,562 | | | 0.28 | |
| Armor Holdco, Inc. (6)(9) | | L + | 4.50% | | 8.17% | | 12/11/2028 | | 3,609 | | | 3,577 | | | 3,514 | | | 0.02 | |
| BPPH2 Limited (4)(5)(6)(8) | | S + | 6.87% | | 8.56% | | 3/2/2028 | | £ | 40,700 | | | 55,133 | | | 45,649 | | | 0.20 | |
| Camelot US Acquisition, LLC (6)(11) | | L + | 3.00% | | 6.12% | | 10/30/2026 | | 17,261 | | | 17,165 | | | 16,729 | | | 0.07 | |
| Cast & Crew Payroll, LLC (8) | | L + | 3.50% | | 6.62% | | 2/9/2026 | | 14,386 | | | 14,387 | | | 14,062 | | | 0.06 | |
| Cast & Crew Payroll, LLC (9) | | SOFR + | 3.75% | | 6.78% | | 12/29/2028 | | 9,141 | | | 9,112 | | | 8,886 | | | 0.04 | |
| CFGI Holdings, LLC (4)(7)(10) | | L + | 5.00% | | 8.12% | | 11/1/2027 | | 51,791 | | | 50,381 | | | 51,164 | | | 0.23 | |
| Chronicle Bidco, Inc. (4)(7)(10) | | L + | 6.25% | | 9.80% | | 5/18/2029 | | 25,617 | | | 24,956 | | | 24,608 | | | 0.11 | |
| Claims Automation Intermediate 2, LLC (4)(7)(10) | | L + | 4.75% | | 6.75% | | 12/16/2027 | | 45,833 | | | 44,443 | | | 43,773 | | | 0.20 | |
| Clearview Buyer, Inc. (4)(5)(7)(10) | | L + | 5.25% | | 8.92% | | 8/26/2027 | | 150,870 | | | 147,999 | | | 147,361 | | | 0.66 | |
| CoreLogic, Inc. (9) | | L + | 3.50% | | 6.63% | | 6/2/2028 | | 41,242 | | | 40,967 | | | 31,241 | | | 0.14 | |
| Deerfield Dakota Holding, LLC (11) | | SOFR + | 3.75% | | 6.78% | | 4/9/2027 | | 91,690 | | | 91,212 | | | 86,723 | | | 0.39 | |
| Eliassen Group, LLC (4)(7)(10) | | SOFR + | 5.75% | | 9.30% | | 4/14/2028 | | 66,163 | | | 65,248 | | | 64,592 | | | 0.29 | |
| Emerald US, Inc. (6)(8) | | L + | 3.25% | | 6.92% | | 7/12/2028 | | 3,899 | | | 3,895 | | | 3,773 | | | 0.02 | |
| Galaxy US Opco, Inc. (6)(9) | | SOFR + | 4.75% | | 7.78% | | 4/29/2029 | | 12,326 | | | 12,035 | | | 11,617 | | | 0.05 | |
| Guidehouse, Inc. (4)(5)(10) | | L + | 5.50% | | 8.62% | | 10/16/2028 | | 1,221,387 | | | 1,209,411 | | | 1,196,959 | | | 5.35 | |
| HIG Orca Acquisition Holdings, Inc. (4)(5)(7)(11) | | SOFR + | 6.00% | | 9.78% | | 8/17/2027 | | 99,001 | | | 97,241 | | | 97,771 | | | 0.44 | |
| IG Investments Holdings, LLC (4)(5)(7)(10) | | L + | 6.00% | | 9.67% | | 9/22/2028 | | 481,964 | | | 473,122 | | | 479,330 | | | 2.14 | |
| Inmar, Inc. (11) | | L + | 4.00% | | 7.12% | | 5/1/2024 | | 44,187 | | | 43,954 | | | 41,908 | | | 0.19 | |
| Kaufman Hall & Associates, LLC (4)(7)(10) | | L + | 5.50% | | 8.62% | | 12/14/2028 | | 77,543 | | | 75,992 | | | 76,181 | | | 0.34 | |
| Kwor Acquisition, Inc. (4)(7)(10) | | L + | 5.25% | | 8.85% | | 12/22/2028 | | 25,415 | | | 24,915 | | | 24,171 | | | 0.11 | |
| Legacy Intermediate, LLC (4)(5)(7)(10) | | SOFR + | 5.75% | | 8.74% | | 2/25/2028 | | 93,132 | | | 90,976 | | | 91,668 | | | 0.41 | |
| Mantech International CP (4)(6)(7)(10) | | SOFR + | 5.75% | | 8.56% | | 9/14/2029 | | 797,733 | | | 778,175 | | | 778,041 | | | 3.48 | |
| Material Holdings, LLC (4)(5)(7)(10) | | L + | 5.75% | | 9.42% | | 8/19/2027 | | 249,992 | | | 245,789 | | | 244,827 | | | 1.09 | |
| Material Holdings, LLC (4)(5)(7)(8) | | L + | 5.75% | | 9.02% | | 8/19/2027 | | 15,267 | | | 15,267 | | | 14,959 | | | 0.07 | |
| Minotaur Acquisition, Inc. (8) | | SOFR + | 5.00% | | 8.13% | | 3/27/2026 | | 300,172 | | | 292,076 | | | 285,940 | | | 1.28 | |
| National Intergovernmental Purchasing Alliance Co. (8) | | SOFR + | 3.50% | | 7.05% | | 5/23/2025 | | 19,938 | | | 19,865 | | | 19,340 | | | 0.09 | |
| Polyconcept Investments B.V. (10) | | SOFR + | 5.50% | | 8.53% | | 5/18/2029 | | 45,000 | | | 44,144 | | | 42,891 | | | 0.19 | |
| Sherlock Buyer Corp. (4)(7)(10) | | L + | 5.75% | | 9.42% | | 12/8/2028 | | 13,099 | | | 12,692 | | | 12,800 | | | 0.06 | |
| The Dun & Bradstreet Corporation (8) | | L + | 3.25% | | 6.33% | | 2/6/2026 | | 4,840 | | | 4,755 | | | 4,690 | | | 0.02 | |
| Thevelia US, LLC (5)(6)(9) | | SOFR + | 4.00% | | 7.70% | | 6/18/2029 | | 34,553 | | | 33,074 | | | 32,998 | | | 0.15 | |
| Trinity Air Consultants Holdings Corp. (4)(7)(10) | | L + | 5.25% | | 8.13% | | 6/29/2027 | | 72,247 | | | 70,744 | | | 71,195 | | | 0.32 | |
| | |
Blackstone Private Credit Fund
Consolidated Schedule of Investments
September 30, 2021
2022 (in thousands)
(Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | Percentage of Net Assets |
| Second Lien Debt | | | | | | | | | | | | | | |
| Aerospace & Defense | | | | | | | | | | | | | | |
| Peraton Corp. (10) | | L + 7.75% | | 8.50% | | 2/26/2029 | | $ | 76,200 | | | $ | 75,161 | | | $ | 77,915 | | | 0.92 | % |
| Air Freight & Logistics | | | | | | | | | | | | | | |
| The Kenan Advantage Group, Inc. (4)(10) | | L + 7.25% | | 8.00% | | 9/1/2027 | | 41,935 | | | 41,100 | | | 41,673 | | | 0.49 | |
| Wwex Uni Topco Holdings, LLC (10) | | L + 7.00% | | 7.75% | | 7/26/2029 | | 33,000 | | | 32,529 | | | 32,876 | | | 0.39 | |
| | | | | | | | | | 73,629 | | | 74,549 | | | 0.88 | |
| Chemicals | | | | | | | | | | | | | | |
| NIC Acquisition Corp. (10) | | L + 7.75% | | 8.50% | | 12/29/2028 | | 31,500 | | | 31,066 | | | 31,736 | | | 0.37 | |
| Commercial Services & Supplies | | | | | | | | | | | | | | |
| DG Investment Intermediate Holdings 2, Inc. (10) | | L + 6.75% | | 7.50% | | 3/18/2029 | | 29,464 | | | 29,326 | | | 29,685 | | | 0.35 | |
| USIC Holdings, Inc. (10) | | L + 6.50% | | 7.25% | | 5/7/2029 | | 7,000 | | | 6,928 | | | 7,117 | | | 0.08 | |
| | | | | | | | | | 36,254 | | | 36,802 | | | 0.43 | |
| Construction & Engineering | | | | | | | | | | | | | | |
| COP Home Services TopCo IV, Inc. (4)(11) | | L + 8.75% | | 9.75% | | 12/31/2028 | | 43,277 | | | 42,468 | | | 43,277 | | | 0.51 | |
| Thermostat Purchaser III, Inc. (4)(7)(10) | | L + 7.25% | | 8.00% | | 8/24/2029 | | 32,725 | | | 32,198 | | | 32,438 | | | 0.38 | |
| | | | | | | | | | 74,666 | | | 75,715 | | | 0.89 | |
| Electronic Equipment, Instruments & Components | | | | | | | | | | | | | | |
| Infinite Bidco, LLC (5)(9) | | L + 7.00% | | 7.50% | | 2/24/2029 | | 20,833 | | | 20,737 | | | 21,042 | | | 0.25 | |
| Health Care Providers & Services | | | | | | | | | | | | | | |
| Canadian Hospital Specialties Ltd. (4)(6)(8) | | 8.50% | | 8.50% | | 4/15/2029 | | C$ | 15,800 | | | 12,389 | | | 12,352 | | | 0.15 | |
| CD&R Artemis UK Bidco Ltd. (4)(6)(8) | | L + 7.50% | | 7.50% | | 8/19/2029 | | £ | 65,340 | | | 87,102 | | | 85,842 | | | 1.01 | |
| Jayhawk Buyer, LLC (4)(11) | | L + 8.75% | | 9.75% | | 10/15/2027 | | 29,372 | | | 28,817 | | | 29,005 | | | 0.34 | |
| | | | | | | | | | 128,308 | | | 127,199 | | | 1.50 | |
| Insurance | | | | | | | | | | | | | | |
| Jones Deslauriers Insurance Management, Inc. (6)(7)(9) | | L + 7.50% | | 8.00% | | 3/26/2029 | | C$ | 20,859 | | | 16,213 | | | 16,647 | | | 0.20 | |
| IT Services | | | | | | | | | | | | | | |
| Dcert Buyer, Inc. (8) | | L + 7.00% | | 7.08% | | 2/16/2029 | | 44,277 | | | 44,385 | | | 44,789 | | | 0.53 | |
| Life Sciences Tools & Services | | | | | | | | | | | | | | |
| Curia Global, Inc. (4)(10) | | L + 6.50% | | 7.25% | | 8/31/2029 | | 83,824 | | | 82,164 | | | 82,147 | | | 0.97 | |
| Metals & Mining | | | | | | | | | | | | | | |
| American Rock Salt Company, LLC (4)(5)(10) | | L + 7.25% | | 8.00% | | 6/4/2029 | | 17,000 | | | 16,836 | | | 16,979 | | | 0.20 | |
| Professional Services | | | | | | | | | | | | | | |
| Aqgen Island Holdings, Inc. (4)(5)(9) | | L + 6.50% | | 7.00% | | 5/4/2029 | | 28,238 | | | 27,960 | | | 28,238 | | | 0.33 | |
| Deerfield Dakota Holding, LLC (10) | | L + 6.75% | | 7.50% | | 4/7/2028 | | 30,000 | | | 29,859 | | | 31,050 | | | 0.37 | |
| VT Topco, Inc. (4)(7)(10) | | L + 6.75% | | 7.50% | | 7/31/2026 | | 25,000 | | | 24,818 | | | 25,187 | | | 0.30 | |
| | | | | | | | | | 82,637 | | | 84,475 | | | 1.00 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Professional Services (continued) | | | | | | | | | | | | | | | |
| Trinity Partners Holdings, LLC (4)(7)(10) | | SOFR + | 5.75% | | 8.21% | | 12/21/2028 | | $ | 447,717 | | | $ | 438,659 | | | $ | 437,672 | | | 1.96 | % |
| Victors CCC Buyer, LLC (4)(7)(10) | | SOFR + | 5.75% | | 7.75% | | 6/1/2029 | | 146,738 | | | 143,400 | | | 142,908 | | | 0.64 | |
| VT Topco, Inc. (7)(10) | | L + | 3.75% | | 6.87% | | 8/1/2025 | | 27,503 | | | 27,415 | | | 26,230 | | | 0.12 | |
| West Monroe Partners, LLC (4)(7)(10) | | L + | 5.50% | | 8.32% | | 11/8/2028 | | 731,752 | | | 717,714 | | | 713,105 | | | 3.19 | |
| | | | | | | | | | | 5,755,096 | | | 5,700,333 | | | 25.47 | |
| Real Estate Management & Development | | | | | | | | | | | | | | | |
| Cumming Group, Inc. (4)(7)(11) | | L + | 5.25% | | 8.92% | | 5/26/2027 | | 160,725 | | | 157,370 | | | 158,643 | | | 0.71 | |
| McCarthy & Stone PLC (4)(5)(6)(8) | | | 7.00% | | 7.00% | | 12/16/2025 | | £ | 20,000 | | | 28,025 | | | 19,003 | | | 0.08 | |
| Progress Residential PM Holdings, LLC (4)(7)(10) | | SOFR + | 6.25% | | 9.38% | | 7/25/2029 | | 85,529 | | | 83,783 | | | 85,529 | | | 0.38 | |
| | | | | | | | | | | 269,178 | | | 263,174 | | | 1.18 | |
| Road & Rail | | | | | | | | | | | | | | | |
| Gruden Acquisition, Inc. (4)(5)(7)(11) | | L + | 5.50% | | 7.75% | | 7/1/2028 | | 20,376 | | | 19,775 | | | 19,936 | | | 0.09 | |
| Software | | | | | | | | | | | | | | | |
| 2U, Inc. (6)(10) | | L + | 5.75% | | 8.87% | | 12/30/2024 | | 24,010 | | | 23,773 | | | 23,074 | | | 0.10 | |
| Anaplan, Inc. (4)(6)(7)(10) | | SOFR + | 6.50% | | 9.53% | | 6/21/2029 | | 596,043 | | | 583,583 | | | 583,058 | | | 2.61 | |
| Apex Group Treasury, LLC (6)(9) | | L + | 3.75% | | 6.56% | | 7/27/2028 | | 23,279 | | | 23,248 | | | 22,231 | | | 0.10 | |
| Apttus Corp. (10) | | L + | 4.25% | | 7.12% | | 5/8/2028 | | 15,355 | | | 15,327 | | | 14,204 | | | 0.06 | |
| Armstrong Bidco Limited (4)(6)(7)(8) | | S + | 5.75% | | 7.94% | | 6/28/2029 | | £ | 368,840 | | | 438,607 | | | 392,530 | | | 1.75 | |
| AxiomSL Group, Inc. (4)(7)(11) | | L + | 6.00% | | 9.12% | | 12/3/2027 | | 78,521 | | | 77,113 | | | 77,621 | | | 0.35 | |
| Barracuda Networks, Inc. (9) | | SOFR + | 4.50% | | 7.53% | | 7/6/2029 | | 77,133 | | | 74,600 | | | 72,772 | | | 0.33 | |
| Beeline, LLC (4)(7)(10) | | SOFR + | 5.50% | | 8.41% | | 5/2/2029 | | 44,412 | | | 43,899 | | | 43,617 | | | 0.19 | |
| BlueCat Networks USA, Inc. (4)(6)(7)(10) | | SOFR + | 5.75% | | 8.77% | | 8/8/2028 | | 68,902 | | | 67,320 | | | 67,280 | | | 0.30 | |
| Boxer Parent Company, Inc. (8) | | L + | 3.75% | | 6.87% | | 10/2/2025 | | 53,928 | | | 53,763 | | | 51,253 | | | 0.23 | |
| Cloudera, Inc. (9) | | L + | 3.75% | | 6.87% | | 10/8/2028 | | 60,845 | | | 59,857 | | | 53,696 | | | 0.24 | |
| Community Brands ParentCo, LLC (4)(5)(7)(10) | | SOFR + | 5.75% | | 8.88% | | 2/24/2028 | | 33,267 | | | 32,457 | | | 32,367 | | | 0.14 | |
| Confine Visual Bidco (4)(6)(7)(10) | | L + | 5.75% | | 8.74% | | 2/23/2029 | | 252,786 | | | 244,992 | | | 244,369 | | | 1.09 | |
| Connatix Buyer, Inc. (4)(5)(7)(10) | | L + | 5.50% | | 8.42% | | 7/14/2027 | | 111,172 | | | 108,879 | | | 110,208 | | | 0.49 | |
| ConnectWise, LLC (9) | | L + | 3.50% | | 7.17% | | 9/29/2028 | | 32,256 | | | 32,140 | | | 30,240 | | | 0.14 | |
| Cornerstone OnDemand, Inc. (9) | | L + | 3.75% | | 6.87% | | 10/16/2028 | | 29,687 | | | 29,585 | | | 25,085 | | | 0.11 | |
| Delta Topco, Inc. (10) | | L + | 3.75% | | 5.84% | | 12/1/2027 | | 35,153 | | | 35,115 | | | 31,989 | | | 0.14 | |
| Diligent Corporation (4)(11) | | L + | 5.75% | | 8.63% | | 8/4/2025 | | 88,650 | | | 87,838 | | | 86,434 | | | 0.39 | |
| Discovery Education, Inc. (4)(7)(10) | | SOFR + | 5.75% | | 9.83% | | 4/9/2029 | | 473,333 | | | 463,543 | | | 462,816 | | | 2.07 | |
| DTI Holdco, Inc. (7)(10) | | P + | 4.75% | | 7.78% | | 4/26/2029 | | 55,440 | | | 54,047 | | | 52,643 | | | 0.24 | |
| ECI Macola Max Holding, LLC (6)(10) | | L + | 3.75% | | 7.42% | | 11/9/2027 | | 19,829 | | | 19,873 | | | 18,838 | | | 0.08 | |
| EP Purchaser, LLC (9) | | L + | 3.50% | | 7.17% | | 11/6/2028 | | 6,913 | | | 6,881 | | | 6,762 | | | 0.03 | |
| | |
Blackstone Private Credit Fund
Consolidated Schedule of Investments
September 30, 2021
2022 (in thousands)
(Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | Percentage of Net Assets |
| Second Lien Debt (continued) | | | | | | | | | | | | | | |
| Software | | | | | | | | | | | | | | |
| Apex Group Treasury, LLC (4)(5)(6)(9) | | L + 6.75% | | 7.25% | | 7/27/2029 | | 20,000 | | | 19,803 | | | 20,300 | | | 0.24 | |
| Celestial Saturn Parent, Inc. (9) | | L + 6.50% | | 7.00% | | 4/13/2029 | | 118,488 | | | 117,348 | | | 121,451 | | | 1.43 | |
| Cloudera, Inc. (4)(9) | | L + 6.00% | | 6.50% | | 8/9/2029 | | 58,000 | | | 57,710 | | | 58,000 | | | 0.68 | |
| HS Purchaser, LLC (10) | | L + 6.75% | | 7.50% | | 11/19/2027 | | 51,000 | | | 51,136 | | | 51,638 | | | 0.61 | |
| Idera, Inc. (10) | | L + 6.75% | | 7.50% | | 2/4/2029 | | 41,930 | | | 41,789 | | | 42,244 | | | 0.50 | |
| Mandolin Technology Intermediate Holdings, Inc. (4)(9) | | L + 6.50% | | 7.00% | | 7/6/2029 | | 28,350 | | | 27,933 | | | 27,925 | | | 0.33 | |
| Maverick Acquisition, Inc. (4)(10) | | L + 6.75% | | 7.50% | | 4/28/2029 | | 17,000 | | | 16,919 | | | 17,170 | | | 0.20 | |
| Mic Glen, LLC (9) | | L + 6.75% | | 7.25% | | 6/22/2029 | | 19,000 | | | 18,937 | | | 19,143 | | | 0.23 | |
| Proofpoint, Inc. (5)(9) | | L + 6.25% | | 6.75% | | 6/8/2029 | | 95,000 | | | 94,529 | | | 96,425 | | | 1.14 | |
| Quest Software US Holdings, Inc. (5)(6)(8) | | L + 8.25% | | 8.38% | | 5/18/2026 | | 11,098 | | | 11,104 | | | 11,092 | | | 0.13 | |
| Symphony Technology Group (4)(6)(10) | | L + 8.25% | | 9.00% | | 5/3/2029 | | 81,667 | | | 80,655 | | | 81,667 | | | 0.96 | |
| Virgin Pulse, Inc. (10) | | L + 7.25% | | 8.00% | | 3/30/2029 | | 29,000 | | | 28,829 | | | 29,073 | | | 0.34 | |
| Vision Solutions, Inc. (5)(10) | | L + 7.25% | | 8.00% | | 3/4/2029 | | 118,950 | | | 117,997 | | | 119,545 | | | 1.41 | |
| | | | | | | | | | 684,689 | | | 695,673 | | | 8.20 | |
| Transportation Infrastructure | | | | | | | | | | | | | | |
| Atlas CC Acquisition Corp. (4)(5)(10) | | L + 7.63% | | 8.38% | | 5/25/2029 | | 44,520 | | | 43,882 | | | 43,852 | | | 0.52 | |
| Drive Chassis Holdco, LLC (8) | | L + 6.75% | | 6.87% | | 4/10/2026 | | 97,751 | | | 97,842 | | | 99,340 | | | 1.17 | |
| | | | | | | | | | 141,724 | | | 143,192 | | | 1.69 | |
| Total Second Lien Debt | | | | | | | | | | $ | 1,508,467 | | | $ | 1,528,857 | | | 18.03 | % |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Software (continued) | | | | | | | | | | | | | | | |
| Epicor Software Corp. (10) | | L + | 3.25% | | 6.37% | | 7/30/2027 | | $ | 43,727 | | | $ | 43,624 | | | $ | 41,097 | | | 0.18 | % |
| Episerver, Inc. (4)(5)(7)(11) | | L + | 5.75% | | 9.42% | | 4/9/2026 | | 25,164 | | | 24,775 | | | 23,401 | | | 0.10 | |
| Experity, Inc. (4)(5)(7)(10) | | L + | 5.75% | | 9.42% | | 2/24/2028 | | 135,258 | | | 132,720 | | | 132,283 | | | 0.59 | |
| Flexera Software, LLC (10) | | L + | 3.75% | | 6.39% | | 3/3/2028 | | 18,116 | | | 18,105 | | | 17,351 | | | 0.08 | |
| Forterro UK Ltd. (4)(6)(8) | | L + | 5.50% | | 5.50% | | 7/7/2029 | | Fr. | 10,674 | | | 10,688 | | | 10,554 | | | 0.05 | |
| Forterro UK Ltd. (4)(6)(7)(8) | | E + | 5.50% | | 5.50% | | 7/7/2029 | | € | 42,187 | | | 42,093 | | | 40,045 | | | 0.18 | |
| Forterro UK Ltd. (4)(6)(8) | | E + | 5.50% | | 6.35% | | 7/7/2029 | | SEK | 112,563 | | | 10,412 | | | 9,898 | | | 0.04 | |
| GI Consilio Parent, LLC (9) | | L + | 4.00% | | 7.12% | | 5/12/2028 | | 47,592 | | | 46,688 | | | 43,622 | | | 0.19 | |
| Gigamon Inc. (4)(7)(8) | | SOFR + | 5.75% | | 8.77% | | 3/11/2029 | | 442,371 | | | 433,995 | | | 422,474 | | | 1.89 | |
| GovernmentJobs.com, Inc. (4)(7)(10) | | L + | 5.50% | | 8.62% | | 12/1/2028 | | 145,236 | | | 141,908 | | | 141,310 | | | 0.63 | |
| GraphPAD Software, LLC (4)(7)(11) | | L + | 5.50% | | 8.31% | | 4/27/2027 | | 23,596 | | | 23,241 | | | 23,232 | | | 0.10 | |
| Greeneden U.S. Holdings II, LLC (10) | | L + | 4.00% | | 7.12% | | 12/1/2027 | | 41,416 | | | 41,530 | | | 39,549 | | | 0.18 | |
| HS Purchaser, LLC (10) | | L + | 4.00% | | 7.13% | | 11/19/2026 | | 52,563 | | | 52,529 | | | 48,463 | | | 0.22 | |
| Hyland Software, Inc. (10) | | L + | 3.50% | | 6.62% | | 7/1/2024 | | 9,877 | | | 9,884 | | | 9,590 | | | 0.04 | |
| Idera, Inc. (10) | | L + | 3.75% | | 6.32% | | 3/2/2028 | | 58,022 | | | 57,880 | | | 54,058 | | | 0.24 | |
| Imperva, Inc. (11) | | L + | 4.00% | | 6.92% | | 1/12/2026 | | 19,184 | | | 19,255 | | | 16,249 | | | 0.07 | |
| ION Trading Finance Ltd. (6)(8) | | L + | 4.75% | | 8.42% | | 4/3/2028 | | 28,080 | | | 28,104 | | | 26,143 | | | 0.12 | |
| Ivanti Software, Inc. (10) | | L + | 4.25% | | 7.33% | | 12/1/2027 | | 41,621 | | | 41,349 | | | 32,623 | | | 0.15 | |
| Kaseya, Inc. (4)(7)(10) | | SOFR + | 5.75% | | 8.29% | | 6/25/2029 | | 733,231 | | | 717,455 | | | 717,147 | | | 3.20 | |
| LD Lower Holdings, Inc. (4)(7)(11) | | L + | 6.50% | | 10.17% | | 2/8/2026 | | 118,077 | | | 116,454 | | | 116,306 | | | 0.52 | |
| Lightbox Intermediate, LP (4)(8) | | L + | 5.00% | | 8.67% | | 5/9/2026 | | 38,000 | | | 37,130 | | | 36,670 | | | 0.16 | |
| Magnesium BorrowerCo, Inc. (4)(6)(10) | | S + | 2.19% | | 7.94% | | 5/18/2029 | | £ | 103,411 | | | 126,123 | | | 114,148 | | | 0.51 | |
| Magnesium BorrowerCo, Inc. (4)(7)(10) | | SOFR + | 5.75% | | 8.88% | | 5/18/2029 | | 970,174 | | | 944,599 | | | 953,144 | | | 4.26 | |
| Mandolin Technology Intermediate Holdings, Inc. (4)(5)(7)(9) | | L + | 3.75% | | 6.56% | | 7/31/2028 | | 80,900 | | | 79,845 | | | 79,129 | | | 0.35 | |
| Medallia, Inc. (4)(10) | | L + | 6.75% PIK | | 9.87% | | 10/29/2028 | | 193,895 | | | 189,975 | | | 190,017 | | | 0.85 | |
| Medallia, Inc. (4)(13) | | L + | 6.75% PIK | | 9.87% | | 10/29/2028 | | 785,932 | | | 772,392 | | | 770,214 | | | 3.44 | |
| Mitnick Purchaser, Inc. (9) | | SOFR + | 4.75% | | 7.39% | | 5/2/2029 | | 16,333 | | | 16,256 | | | 15,455 | | | 0.07 | |
| Mitratech Holdings, Inc. (4)(5)(10) | | L + | 3.75% | | 6.56% | | 5/18/2028 | | 16,874 | | | 16,806 | | | 16,114 | | | 0.07 | |
| Monk Holding Co. (4)(7)(10) | | L + | 5.50% | | 6.25% | | 12/1/2027 | | 30,274 | | | 29,146 | | | 29,002 | | | 0.13 | |
| MRI Software, LLC (5)(7)(11) | | L + | 5.50% | | 7.96% | | 2/10/2026 | | 11,257 | | | 11,229 | | | 10,941 | | | 0.05 | |
| MRI Software, LLC (5)(7)(11) | | L + | 5.50% | | 9.17% | | 2/10/2026 | | 7,449 | | | 7,409 | | | 6,931 | | | 0.03 | |
| Neogames Connect SARL (4)(6)(8) | | E + | 6.25% | | 7.44% | | 5/30/2028 | | € | 100,400 | | | 101,670 | | | 95,543 | | | 0.43 | |
| Nintex Topco Limited (4)(6)(10) | | L + | 6.00% | | 9.67% | | 11/13/2028 | | 683,124 | | | 671,169 | | | 662,630 | | | 2.96 | |
| NortonLifeLock, Inc. (6)(9) | | SOFR + | 2.00% | | 2.50% | | 9/12/2029 | | 31,714 | | | 31,556 | | | 30,557 | | | 0.14 | |
| Onex AP Merger Sub, LLC (4)(7)(10) | | SOFR + | 5.75% | | 6.83% | | 4/4/2028 | | 21,739 | | | 21,280 | | | 21,239 | | | 0.09 | |
| | |
Blackstone Private Credit Fund
Consolidated Schedule of Investments
September 30, 2021
2022 (in thousands)
(Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | Percentage of Net Assets |
| Structured Finance Investments | | | | | | | | | | | | | | |
| AIMCO CLO Series 2015-A (4)(5)(6)(8) | | L + 6.60% | | 6.72% | | 10/17/2034 | | $ | 7,450 | | | $ | 7,450 | | | $ | 7,450 | | | 0.09 | % |
| Apidos CLO XXXIII (4)(5)(6)(8) | | L + 6.35% | | 6.48% | | 10/24/2034 | | 5,000 | | | 4,950 | | | 4,950 | | | 0.06 | |
| Apidos CLO XXXVI, LLC (4)(5)(6)(8) | | L + 5.95% | | 6.07% | | 7/20/2034 | | 8,500 | | | 8,500 | | | 8,511 | | | 0.10 | |
| Ares LXI CLO, Ltd. (4)(5)(6)(8) | | L + 6.25% | | 6.38% | | 10/20/2034 | | 7,750 | | | 7,750 | | | 7,769 | | | 0.09 | |
| Ares XXVII CLO, Ltd. (4)(5)(6)(8) | | L + 6.75% | | 6.88% | | 10/20/2034 | | 7,000 | | | 6,930 | | | 6,930 | | | 0.08 | |
| Barings CLO, Ltd. (4)(5)(6)(8) | | L + 6.25% | | 6.37% | | 7/15/2034 | | 6,000 | | | 6,000 | | | 5,984 | | | 0.07 | |
| Benefit Street Partners CLO XXI (4)(5)(6)(8) | | L + 6.75% | | 6.88% | | 7/15/2034 | | 9,500 | | | 9,469 | | | 9,500 | | | 0.11 | |
| Carlyle US CLO 2020-1, Ltd. (4)(5)(6)(8) | | L + 6.25% | | 6.38% | | 7/20/2034 | | 7,000 | | | 7,000 | | | 7,001 | | | 0.08 | |
| CIFC Funding 2019-III, Ltd. (4)(5)(6)(8) | | L + 6.80% | | 6.92% | | 10/16/2034 | | 8,000 | | | 8,000 | | | 8,001 | | | 0.09 | |
| Dryden 95 CLO, Ltd. (4)(5)(6)(8) | | L + 6.15% | | 6.27% | | 8/20/2034 | | 8,000 | | | 8,000 | | | 7,968 | | | 0.09 | |
| Elmwood CLO III, Ltd. (4)(5)(6)(8) | | L + 6.50% | | 6.62% | | 10/20/2034 | | 3,500 | | | 3,500 | | | 3,499 | | | 0.04 | |
| Elmwood CLO VI, Ltd. (4)(5)(6)(8) | | L + 6.50% | | 6.62% | | 10/20/2034 | | 4,000 | | | 4,000 | | | 4,000 | | | 0.05 | |
| Flatiron RR CLO 22, LLC (4)(5)(6)(8) | | L + 6.20% | | 6.34% | | 10/15/2034 | | 5,000 | | | 5,000 | | | 5,000 | | | 0.06 | |
| Fort Washington CLO 2021-2, Ltd. (4)(5)(6)(8) | | L + 6.61% | | 6.73% | | 10/20/2034 | | 12,000 | | | 11,880 | | | 11,935 | | | 0.14 | |
| Galaxy XXV CLO, Ltd. (4)(5)(6)(8) | | L + 5.95% | | 6.07% | | 10/25/2031 | | 4,000 | | | 3,940 | | | 3,998 | | | 0.05 | |
| Goldentree Loan Management US Clo 8 Ltd. (4)(5)(6)(8) | | L + 6.15% | | 6.27% | | 10/20/2034 | | 6,200 | | | 6,200 | | | 6,191 | | | 0.07 | |
| Gulf Stream Meridian 5, Ltd. (4)(5)(6)(8) | | L + 6.33% | | 6.45% | | 7/15/2034 | | 3,500 | | | 3,487 | | | 3,488 | | | 0.04 | |
| Jamestown CLO XIV, Ltd. (4)(5)(6)(8) | | L + 7.20% | | 7.33% | | 10/20/2034 | | 10,000 | | | 9,799 | | | 9,799 | | | 0.12 | |
| Kayne CLO III, Ltd. (4)(5)(6)(8) | | L + 6.50% | | 6.62% | | 4/15/2032 | | 5,000 | | | 5,009 | | | 5,009 | | | 0.06 | |
| Morgan Stanley Eaton Vance Clo 2021-1, Ltd. (4)(5)(6)(8) | | L + 6.75% | | 6.90% | | 10/20/2034 | | 6,500 | | | 6,500 | | | 6,500 | | | 0.08 | |
| Neuberger Berman Loan Advisers CLO 38, Ltd. (4)(5)(6)(8) | | L + 6.25% | | 6.38% | | 10/20/2035 | | 11,000 | | | 11,000 | | | 11,000 | | | 0.13 | |
| Octagon Investment Partners 41, Ltd. (4)(5)(6)(8) | | L + 7.13% | | 7.25% | | 10/15/2033 | | 5,000 | | | 4,976 | | | 4,976 | | | 0.06 | |
| Post CLO 2021-1, Ltd. (4)(5)(6)(8) | | L + 6.45% | | 6.57% | | 10/15/2034 | | 6,000 | | | 6,000 | | | 5,997 | | | 0.07 | |
| PPM CLO 2, Ltd. (4)(5)(6)(8) | | L + 6.55% | | 6.67% | | 4/16/2032 | | 5,000 | | | 5,009 | | | 5,019 | | | 0.06 | |
| PPM CLO 4, Ltd. (4)(5)(6)(8) | | L + 6.50% | | 6.62% | | 10/18/2034 | | 8,775 | | | 8,775 | | | 8,775 | | | 0.10 | |
| PPM CLO 5, Ltd. (4)(5)(6)(8) | | L + 6.50% | | 6.63% | | 10/18/2034 | | 4,800 | | | 4,800 | | | 4,800 | | | 0.06 | |
| Rockford Tower CLO 2021-3, Ltd. (4)(5)(6)(8) | | L + 6.72% | | 6.85% | | 10/20/2034 | | 4,000 | | | 3,940 | | | 3,940 | | | 0.05 | |
| RR 19, Ltd. (4)(5)(6)(8) | | L + 6.50% | | 6.65% | | 10/15/2035 | | 3,000 | | | 3,000 | | | 3,000 | | | 0.04 | |
| Trestles Clo IV, Ltd. (4)(5)(6)(8) | | L + 6.25% | | 6.37% | | 7/21/2034 | | 8,000 | | | 8,000 | | | 7,999 | | | 0.09 | |
| Vibrant CLO XII, Ltd. (4)(5)(6)(8) | | L + 7.11% | | 7.24% | | 1/20/2034 | | 2,875 | | | 2,848 | | | 2,869 | | | 0.03 | |
| Vibrant CLO XIII, Ltd. (4)(5)(6)(8) | | L + 7.06% | | 7.18% | | 7/15/2034 | | 6,250 | | | 6,189 | | | 6,251 | | | 0.07 | |
| Total Structured Finance Investments | | | | | | | | | | $ | 197,900 | | | $ | 198,108 | | | 2.33 | % |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Software (continued) | | | | | | | | | | | | | | | |
| Paya Holdings III, LLC (4)(5)(6)(7)(10) | | L + | 3.25% | | 6.37% | | 6/25/2028 | | $ | 9,405 | | | $ | 9,264 | | | $ | 8,980 | | | 0.04 | % |
| Perforce Software, Inc. (8) | | L + | 3.75% | | 6.87% | | 7/1/2026 | | 15,495 | | | 15,479 | | | 14,488 | | | 0.06 | |
| Project Alpha Intermediate Holding, Inc. (8) | | L + | 4.00% | | 7.12% | | 4/26/2024 | | 48,453 | | | 48,508 | | | 46,780 | | | 0.21 | |
| Project Leopard Holdings, Inc. (11) | | SOFR + | 4.25% | | 6.95% | | 7/20/2027 | | 4,740 | | | 4,740 | | | 2,244 | | | 0.01 | |
| Project Leopard Holdings, Inc. (9) | | SOFR + | 5.25% | | 7.83% | | 7/20/2029 | | 141,000 | | | 134,475 | | | 126,959 | | | 0.57 | |
| Proofpoint, Inc. (5)(9) | | L + | 3.25% | | 6.32% | | 8/31/2028 | | 4,889 | | | 4,703 | | | 4,603 | | | 0.02 | |
| Quest Software US Holdings, Inc. (6)(9) | | SOFR + | 4.25% | | 6.98% | | 2/1/2029 | | 27,951 | | | 27,715 | | | 20,824 | | | 0.09 | |
| Rally Buyer, Inc. (4)(6)(7)(10) | | SOFR + | 5.75% | | 6.50% | | 7/19/2028 | | 115,925 | | | 113,012 | | | 112,920 | | | 0.50 | |
| RealPage, Inc. (9) | | L + | 3.00% | | 6.12% | | 4/24/2028 | | 26,790 | | | 26,697 | | | 25,167 | | | 0.11 | |
| Relativity ODA, LLC (4)(7)(11) | | L + | 9.59% | | 10.59% | | 5/12/2027 | | 16,717 | | | 16,361 | | | 16,392 | | | 0.07 | |
| Rocket Software, Inc. (8) | | L + | 4.25% | | 7.37% | | 11/28/2025 | | 26,337 | | | 26,333 | | | 25,253 | | | 0.11 | |
| Rocket Software, Inc. (9) | | L + | 4.25% | | 7.37% | | 11/28/2025 | | 33,073 | | | 32,843 | | | 31,812 | | | 0.14 | |
| S2P Acquisition Borrower, Inc. (6)(8) | | SOFR + | 3.75% | | 6.78% | | 8/14/2026 | | 20,320 | | | 20,356 | | | 19,889 | | | 0.09 | |
| Sailpoint Technologies, Inc. (4)(7)(10) | | SOFR + | 6.25% | | 9.10% | | 8/15/2029 | | 384,906 | | | 376,679 | | | 376,526 | | | 1.68 | |
| Sophia, LP (9) | | L + | 3.50% | | 7.17% | | 10/7/2027 | | 26,847 | | | 26,620 | | | 25,874 | | | 0.12 | |
| Sovos Compliance, LLC (9) | | L + | 4.50% | | 7.62% | | 8/11/2028 | | 16,089 | | | 16,131 | | | 15,381 | | | 0.07 | |
| Spitfire Parent, Inc. (4)(5)(6)(11) | | E + | 6.00% | | 7.86% | | 3/11/2027 | | € | 19,256 | | | 22,919 | | | 18,487 | | | 0.08 | |
| Spitfire Parent, Inc. (4)(7)(11) | | SOFR + | 6.00% | | 10.23% | | 3/11/2027 | | 113,919 | | | 112,575 | | | 111,530 | | | 0.50 | |
| Stamps.com, Inc. (4)(10) | | L + | 5.75% | | 8.38% | | 10/5/2028 | | 856,410 | | | 841,700 | | | 839,282 | | | 3.75 | |
| Stamps.com, Inc. (4)(10) | | L + | 5.75% | | 8.38% | | 10/5/2028 | | 10,073 | | | 9,895 | | | 9,871 | | | 0.04 | |
| Surf Holdings, LLC (6)(8) | | L + | 3.50% | | 6.67% | | 3/5/2027 | | 33,684 | | | 33,626 | | | 32,652 | | | 0.15 | |
| Symphony Technology Group (5)(6)(10) | | L + | 4.75% | | 7.87% | | 7/27/2028 | | 69,827 | | | 69,236 | | | 63,263 | | | 0.28 | |
| Symphony Technology Group (5)(6)(9) | | L + | 3.75% | | 6.36% | | 3/1/2029 | | 33,863 | | | 33,572 | | | 30,979 | | | 0.14 | |
| Tegra118 Wealth Solutions, Inc. (4)(8) | | L + | 4.00% | | 6.96% | | 2/18/2027 | | 3,935 | | | 3,957 | | | 3,787 | | | 0.02 | |
| The NPD Group L.P. (4)(7)(10) | | L + | 5.75% | | 8.87% | | 11/9/2028 | | 690,517 | | | 674,813 | | | 682,563 | | | 3.05 | |
| The NPD Group L.P. (4)(10) | | L + | 6.25% | | 8.76% | | 12/1/2028 | | 879,715 | | | 862,625 | | | 862,120 | | | 3.85 | |
| The Ultimate Software Group, Inc. (9) | | L + | 3.25% | | 5.54% | | 5/4/2026 | | 35,444 | | | 35,334 | | | 33,819 | | | 0.15 | |
| Triple Lift, Inc. (4)(7)(10) | | SOFR + | 5.75% | | 9.61% | | 5/8/2028 | | 76,165 | | | 74,741 | | | 75,227 | | | 0.34 | |
| Veritas US, Inc. (6)(11) | | L + | 5.00% | | 8.67% | | 9/1/2025 | | 20,513 | | | 20,581 | | | 16,393 | | | 0.07 | |
| Virgin Pulse, Inc. (10) | | L + | 4.00% | | 7.12% | | 4/6/2028 | | 42,128 | | | 41,795 | | | 36,932 | | | 0.17 | |
| Vision Solutions, Inc. (10) | | L + | 4.00% | | 6.78% | | 4/24/2028 | | 48,386 | | | 48,262 | | | 42,741 | | | 0.19 | |
| | | | | | | | | | | 11,431,260 | | | 11,233,952 | | | 50.20 | |
| | |
Blackstone Private Credit Fund
Consolidated Schedule of Investments
September 30, 2021
2022 (in thousands)
(Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | Percentage of Net Assets |
| Unsecured Debt | | | | | | | | | | | | | | |
| Auto Components | | | | | | | | | | | | | | |
| Mavis Tire Express Services TopCo LP (8) | | 6.50% | | 6.50% | | 5/15/2029 | | $ | 2,000 | | | $ | 2,000 | | | $ | 1,948 | | | 0.02 | % |
| Communications Equipment | | | | | | | | | | | | | | |
| Plantronics, Inc. (5)(6)(8) | | 4.75% | | 4.75% | | 3/1/2029 | | 9,002 | | | 9,002 | | | 8,442 | | | 0.10 | |
| IT Services | | | | | | | | | | | | | | |
| Endurance International Group Holdings, Inc. (5)(8) | | 6.00% | | 6.00% | | 2/15/2029 | | 6,272 | | | 6,037 | | | 5,968 | | | 0.07 | |
| Total Unsecured Debt | | | | | | | | | | $ | 17,039 | | | $ | 16,357 | | | 0.19 | % |
| Equity | | | | | | | | | | | | | | |
| Aerospace & Defense | | | | | | | | | | | | | | |
| Corfin Holdco, Inc. - Common Stock (4) | | | | | | | | 52,143 | | | $ | 125 | | | $ | 125 | | | 0.00 | % |
| Loar Acquisition 13, LLC - Common Units (4) | | | | | | | | 2,890,586 | | | 4,336 | | | 4,625 | | | 0.05 | |
| | | | | | | | | | 4,461 | | | 4,750 | | | 0.05 | |
| Air Freight & Logistics | | | | | | | | | | | | | | |
| AGI Group Holdings LP - A2 Units (4) | | | | | | | | 1,674 | | | 1,674 | | | 1,674 | | | 0.02 | |
| Mode Holdings, L.P. - Class A-2 Common Units (4) | | | | | | | | 1,076,923 | | | 1,077 | | | 1,185 | | | 0.01 | |
| | | | | | | | | | 2,751 | | | 2,859 | | | 0.03 | |
| Diversified Consumer Services | | | | | | | | | | | | | | |
| Cambium Holdings, LLC - Senior Preferred Interests (4) | | | | | | | | 22,959 | | | 28,743 | | | 28,735 | | | 0.34 | |
| Health Care Equipment & Supplies | | | | | | | | | | | | | | |
| GCX Corporation Group Holdings, L.P. - Class A-2 Units (4) | | | | | | | | 4,500 | | | 4,500 | | | 4,500 | | | 0.05 | |
| Health Care Providers & Services | | | | | | | | | | | | | | |
| CD&R Artemis Holdco 2 Limited - Preferred Shares (4)(6) | | | | | | | | 33,000,000 | | | 43,662 | | | 43,141 | | | 0.51 | |
| CD&R Ulysses Equity Holdings, L.P. - Common Shares (4)(6) | | | | | | | | 6,000,000 | | | 6,090 | | | 6,090 | | | 0.07 | |
| Jayhawk Holdings, LP - A-1 Common Units (4) | | | | | | | | 12,472 | | | 2,220 | | | 2,503 | | | 0.03 | |
| Jayhawk Holdings, LP - A-2 Common Units (4) | | | | | | | | 6,716 | | | 1,195 | | | 1,348 | | | 0.02 | |
| | | | | | | | | | 53,167 | | | 53,082 | | | 0.63 | |
| Professional Services | | | | | | | | | | | | | | |
| OHCP V TC COI, LP. - LP Interest (4) | | | | | | | | 6,500,000 | | | 6,500 | | | 6,500 | | | 0.08 | |
| Software | | | | | | | | | | | | | | |
| Connatix Parent, LLC - Class L Common Units (4) | | | | | | | | 126,136 | | | 1,388 | | | 1,388 | | | 0.02 | |
| Mandolin Technology Holdings, Inc.- Series A Preferred Shares (4) | | | | | | | | 28,350 | | | 27,518 | | | 27,500 | | | 0.32 | |
| | | | | | | | | | 28,906 | | | 28,888 | | | 0.34 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Specialty Retail | | | | | | | | | | | | | | | |
| CustomInk, LLC (4)(11) | | L + | 6.18% | | 7.18% | | 5/3/2026 | | $ | 36,866 | | | $ | 36,342 | | | $ | 36,866 | | | 0.16 | % |
| EG America, LLC (6)(9) | | L + | 4.25% | | 7.92% | | 3/31/2026 | | 22,902 | | | 22,747 | | | 21,451 | | | 0.10 | |
| EG Dutch Finco BV (6)(8) | | L + | 4.00% | | 7.67% | | 2/7/2025 | | 35,329 | | | 35,107 | | | 33,054 | | | 0.15 | |
| Petco Health and Wellness Comp (10) | | L + | 3.25% | | 6.92% | | 3/3/2028 | | 4,870 | | | 4,860 | | | 4,612 | | | 0.02 | |
| PetSmart, Inc. (5)(10) | | L + | 3.75% | | 6.87% | | 2/11/2028 | | 3,262 | | | 3,237 | | | 3,098 | | | 0.01 | |
| Runner Buyer, Inc. (10) | | L + | 5.50% | | 8.57% | | 10/20/2028 | | 77,610 | | | 76,157 | | | 53,034 | | | 0.24 | |
| | | | | | | | | | | 178,449 | | | 152,116 | | | 0.68 | |
| Technology Hardware, Storage & Peripherals | | | | | | | | | | | | | | | |
| Lytx, Inc. (4)(11) | | SOFR + | 6.75% | | 9.93% | | 2/28/2026 | | 46,010 | | | 46,083 | | | 44,170 | | | 0.20 | |
| Textiles, Apparel & Luxury Goods | | | | | | | | | | | | | | | |
| Mad Engine Global, LLC (11) | | L + | 7.00% | | 9.88% | | 7/15/2027 | | 26,325 | | | 25,793 | | | 24,219 | | | 0.11 | |
| S&S Holdings, LLC (9) | | L + | 5.00% | | 7.78% | | 3/11/2028 | | 6,445 | | | 6,329 | | | 6,236 | | | 0.03 | |
| | | | | | | | | | | 32,122 | | | 30,455 | | | 0.14 | |
| Trading Companies & Distributors | | | | | | | | | | | | | | | |
| Foundation Building Materials, Inc. (9) | | L + | 3.25% | | 6.06% | | 1/31/2028 | | 34,316 | | | 33,832 | | | 31,039 | | | 0.14 | |
| Icebox Holdco III, Inc. (7)(9) | | L + | 3.75% | | 7.42% | | 12/22/2028 | | 19,992 | | | 19,810 | | | 18,543 | | | 0.08 | |
| LBM Acquisition, LLC (10) | | L + | 3.75% | | 7.12% | | 12/17/2027 | | 55,566 | | | 55,230 | | | 48,773 | | | 0.22 | |
| Park River Holdings, Inc. (10) | | L + | 3.25% | | 5.53% | | 12/28/2027 | | 69,189 | | | 68,133 | | | 59,070 | | | 0.26 | |
| Porcelain Acquisition Corp. (4)(7)(11) | | L + | 5.75% | | 9.42% | | 4/1/2027 | | 83,149 | | | 81,081 | | | 82,511 | | | 0.37 | |
| Specialty Building Products Holdings, LLC (9) | | L + | 3.25% | | 6.30% | | 10/15/2028 | | 30,162 | | | 30,104 | | | 27,287 | | | 0.12 | |
| SRS Distribution, Inc. (9) | | SOFR + | 3.50% | | 6.31% | | 6/2/2028 | | 66,851 | | | 66,521 | | | 61,786 | | | 0.28 | |
| The Cook & Boardman Group, LLC (11) | | SOFR + | 5.75% | | 8.48% | | 10/18/2025 | | 35,502 | | | 34,795 | | | 33,328 | | | 0.15 | |
| | | | | | | | | | | 389,505 | | | 362,337 | | | 1.62 | |
| Transportation Infrastructure | | | | | | | | | | | | | | | |
| AIT Worldwide Logistics Holdings, Inc. (10) | | L + | 4.75% | | 7.04% | | 4/6/2028 | | 46,050 | | | 45,462 | | | 42,309 | | | 0.19 | |
| Capstone Logistics, LLC (4)(11) | | L + | 4.75% | | 7.87% | | 11/12/2027 | | 22,288 | | | 22,352 | | | 21,843 | | | 0.10 | |
| Enstructure LLC (4)(7)(11) | | SOFR + | 6.56% | | 9.71% | | 5/25/2029 | | 79,972 | | | 77,825 | | | 78,961 | | | 0.35 | |
| First Student Bidco, Inc. (9) | | L + | 3.00% | | 6.64% | | 7/21/2028 | | 13,708 | | | 13,623 | | | 12,725 | | | 0.06 | |
| Frontline Road Safety, LLC (4)(10) | | L + | 5.75% | | 8.44% | | 5/3/2027 | | 171,204 | | | 168,665 | | | 163,072 | | | 0.73 | |
| Helix TS, LLC (4)(7)(10) | | L + | 5.75% | | 8.56% | | 8/4/2027 | | 147,611 | | | 145,668 | | | 145,596 | | | 0.65 | |
| Italian Motorway Holdings S.à.r.l (4)(6)(8) | | E + | 5.25% | | 5.25% | | 4/28/2029 | | € | 236,429 | | | 242,511 | | | 223,250 | | | 1.00 | |
| Liquid Tech Solutions Holdings, LLC (4)(10) | | L + | 4.75% | | 8.92% | | 3/20/2028 | | 19,181 | | | 19,104 | | | 18,510 | | | 0.08 | |
| Roadsafe Holdings, Inc. (4)(7)(11) | | L + | 5.75% | | 9.50% | | 1/31/2029 | | 118,712 | | | 116,464 | | | 116,748 | | | 0.52 | |
| Safety Borrower Holdings LP (4)(5)(7)(11) | | L + | 5.25% | | 8.50% | | 9/1/2027 | | 46,753 | | | 46,383 | | | 46,260 | | | 0.21 | |
| Sam Holding Co, Inc. (4)(7)(11) | | L + | 5.50% | | 9.50% | | 9/24/2027 | | 169,766 | | | 166,410 | | | 167,272 | | | 0.75 | |
| TRP Infrastructure Services, LLC (4)(7)(11) | | L + | 5.50% | | 8.62% | | 7/9/2027 | | 73,144 | | | 71,876 | | | 67,526 | | | 0.30 | |
| | | | | | | | | | | 1,136,344 | | | 1,104,072 | | | 4.93 | |
| | |
Blackstone Private Credit Fund
Consolidated Schedule of Investments
September 30, 2021
2022 (in thousands)
(Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | Percentage of Net Assets |
| Equity (continued) | | | | | | | | | | | | | | |
| Transportation Infrastructure | | | | | | | | | | | | | | |
| Atlas Intermediate Holding LLC - Preferred Interest (4) | | | | | | | | 34,238,400 | | | 33,725 | | | 34,838 | | | 0.41 | |
| Frontline Road Safety Investments, LLC - Class A Common Units (4) | | | | | | | | 41,304 | | | 4,363 | | | 5,163 | | | 0.06 | |
| Ncp Helix Holdings, LLC. - Preferred Shares (4) | | | | | | | | 1,108 | | | 1,116 | | | 1,116 | | | 0.01 | |
| | | | | | | | | | 39,204 | | | 41,117 | | | 0.48 | |
| Total Equity Investments | | | | | | | | | | $ | 168,231 | | | $ | 170,430 | | | 2.00 | % |
| Total Investments - non-controlled/non-affiliated | | | | | | | | | | $ | 17,657,119 | | | $ | 17,736,524 | | | 209.39 | % |
| Investments — non-controlled/affiliated | | | | | | | | | | | | | | |
| Equity | | | | | | | | | | | | | | |
| Distributors | | | | | | | | | | | | | | |
| GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP) - Class A Common Units (4)(14) | | | | | | | | | | $ | 402 | | | $ | 440 | | | 0.01 | % |
| Total Equity | | | | | | | | | | $ | 402 | | | $ | 440 | | | 0.01 | % |
| Total Investments — non-controlled/affiliated | | | | | | | | | | $ | 402 | | | $ | 440 | | | 0.01 | % |
| Investments—controlled/affiliated | | | | | | | | | | | | | | |
| Equity | | | | | | | | | | | | | | |
| Specialty Retail | | | | | | | | | | | | | | |
| GSO DL CoInvest CI LP (CustomInk, LLC) - Series A Preferred Units (4)(14) | | | | | | | | | | $ | 1,421 | | | $ | 1,420 | | | 0.02 | % |
| Total Equity | | | | | | | | | | $ | 1,421 | | | $ | 1,420 | | | 0.02 | % |
| Total Investments — controlled/affiliated | | | | | | | | | | $ | 1,421 | | | $ | 1,420 | | | 0.02 | % |
| Total Investment Portfolio | | | | | | | | | | $ | 17,658,942 | | | $ | 17,738,384 | | | 209.42 | % |
| Cash and Cash Equivalents | | | | | | | | | | | | | | |
| Other Cash and Cash Equivalents | | | | | | | | | | $ | 392,795 | | | $ | 392,795 | | | 4.64 | % |
| Total Cash and Cash Equivalents | | | | | | | | | | $ | 392,795 | | | $ | 392,795 | | | 4.64 | % |
| Total Portfolio Investments, Cash and Cash Equivalents | | | | | | | | | | $ | 18,051,737 | | | $ | 18,131,179 | | | 214.06 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Wireless Telecommunication Services | | | | | | | | | | | | | | | |
| CCI Buyer, Inc. (10) | | SOFR + | 4.00% | | 7.55% | | 12/17/2027 | | $ | 51,860 | | | $ | 51,691 | | | $ | 49,020 | | | 0.22 | % |
| Total First Lien Debt | | | | | | | | | | | 44,901,859 | | | 43,902,022 | | | 196.18 | % |
| Second Lien Debt | | | | | | | | | | | | | | | |
| Aerospace & Defense | | | | | | | | | | | | | | | |
| Atlas CC Acquisition Corp. (4)(5)(10) | | L + | 7.63% | | 10.69% | | 5/25/2029 | | 44,520 | | | 43,965 | | | 43,073 | | | 0.19 | |
| Peraton Corp. (10) | | L + | 7.75% | | 10.57% | | 2/1/2029 | | 53,508 | | | 52,869 | | | 50,899 | | | 0.23 | |
| | | | | | | | | | | 96,834 | | | 93,972 | | | 0.42 | |
| Air Freight & Logistics | | | | | | | | | | | | | | | |
| The Kenan Advantage Group, Inc. (4)(10) | | L + | 7.25% | | 10.37% | | 9/1/2027 | | 33,015 | | | 32,466 | | | 30,539 | | | 0.14 | |
| Wwex Uni Topco Holdings, LLC (10) | | L + | 7.00% | | 9.25% | | 7/26/2029 | | 33,000 | | | 32,589 | | | 29,948 | | | 0.13 | |
| | | | | | | | | | | 65,054 | | | 60,486 | | | 0.27 | |
| Capital Markets | | | | | | | | | | | | | | | |
| The Edelman Financial Engines Center, LLC (8) | | L + | 6.75% | | 9.87% | | 7/20/2026 | | 14,000 | | | 13,895 | | | 12,460 | | | 0.06 | |
| Chemicals | | | | | | | | | | | | | | | |
| Hexion Holdings Corp. (4)(9) | | SOFR + | 7.44% | | 10.56% | | 3/15/2030 | | 55,000 | | | 53,588 | | | 45,375 | | | 0.20 | |
| NIC Acquisition Corp. (10) | | L + | 7.75% | | 11.42% | | 12/29/2028 | | 31,500 | | | 31,126 | | | 24,491 | | | 0.11 | |
| Pearls Netherlands Bidco (4)(6)(9) | | SOFR + | 7.25% | | 10.28% | | 2/25/2030 | | 42,453 | | | 41,371 | | | 40,967 | | | 0.18 | |
| | | | | | | | | | | 126,084 | | | 110,833 | | | 0.50 | |
| Commercial Services & Supplies | | | | | | | | | | | | | | | |
| DG Investment Intermediate Holdings 2, Inc.(10) | | L + | 6.75% | | 9.87% | | 3/30/2029 | | 29,464 | | | 29,344 | | | 27,660 | | | 0.12 | |
| USIC Holdings, Inc. (5)(10) | | L + | 6.50% | | 9.62% | | 5/14/2029 | | 8,594 | | | 8,541 | | | 7,978 | | | 0.04 | |
| | | | | | | | | | | 37,885 | | | 35,638 | | | 0.16 | |
| Construction & Engineering | | | | | | | | | | | | | | | |
| COP Home Services TopCo IV, Inc. (4)(5)(11) | | L + | 8.75% | | 11.87% | | 12/29/2028 | | 43,277 | | | 42,580 | | | 42,195 | | | 0.19 | |
| Thermostat Purchaser III, Inc. (4)(7)(10) | | L + | 7.25% | | 10.32% | | 8/31/2029 | | 32,725 | | | 32,264 | | | 32,192 | | | 0.14 | |
| | | | | | | | | | | 74,844 | | | 74,387 | | | 0.33 | |
| Diversified Consumer Services | | | | | | | | | | | | | | | |
| Pre-Paid Legal Services, Inc. (9) | | L + | 7.00% | | 10.07% | | 12/14/2029 | | 25,000 | | | 24,773 | | | 23,688 | | | 0.11 | |
| Health Care Equipment & Supplies | | | | | | | | | | | | | | | |
| Confluent Medical Technologies, Inc. (4)(5)(9) | | L + | 6.50% | | 10.20% | | 2/16/2030 | | 52,500 | | | 51,532 | | | 51,188 | | | 0.23 | |
| Health Care Providers & Services | | | | | | | | | | | | | | | |
| Canadian Hospital Specialties Ltd. (4)(5)(6)(8) | | C + | 8.75% | | 8.75% | | 7/31/2024 | | C$ | 15,800 | | | 12,464 | | | 10,781 | | | 0.05 | |
| CD&R Artemis UK Bidco Ltd. (4)(6)(8) | | S + | 7.50% | | 9.00% | | 8/19/2029 | | £ | 65,340 | | | 87,363 | | | 70,989 | | | 0.32 | |
| CD&R Artemis UK Bidco Ltd. (4)(6)(9) | | L + | 7.25% | | 9.50% | | 8/19/2029 | | 50,000 | | | 46,929 | | | 47,156 | | | 0.21 | |
| Jayhawk Buyer, LLC (4)(11) | | L + | 8.75% | | 11.56% | | 10/15/2027 | | 6,537 | | | 6,433 | | | 6,488 | | | 0.03 | |
| | | | | | | | | | | 153,189 | | | 135,413 | | | 0.61 | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| Second Lien Debt (continued) | | | | | | | | | | | | | | | |
| Health Care Technology | | | | | | | | | | | | | | | |
| Imprivata, Inc.(4)(9) | | SOFR + | 6.25% | | 9.28% | | 12/1/2028 | | $ | 44,118 | | | $ | 43,708 | | | $ | 44,338 | | | 0.20 | % |
| Hotels, Restaurants & Leisure | | | | | | | | | | | | | | | |
| Mic Glen, LLC (9) | | L + | 6.75% | | 9.87% | | 7/30/2029 | | 19,000 | | | 18,947 | | | 18,208 | | | 0.08 | |
| Industrial Conglomerates | | | | | | | | | | | | | | | |
| Victory Buyer, LLC (4)(9) | | L + | 7.00% | | 10.57% | | 11/1/2029 | | 24,677 | | | 24,452 | | | 23,998 | | | 0.11 | |
| Insurance | | | | | | | | | | | | | | | |
| Jones Deslauriers Insurance Management, Inc. (4)(5)(6)(8) | | C + | 7.50% | | 11.00% | | 3/26/2029 | | C$ | 32,694 | | | 25,482 | | | 21,694 | | | 0.10 | |
| IT Services | | | | | | | | | | | | | | | |
| Dcert Buyer, Inc. (8) | | L + | 7.00% | | 9.90% | | 2/19/2029 | | 60,975 | | | 61,167 | | | 57,164 | | | 0.26 | |
| Inovalon Holdings, Inc. (4)(5)(10) | | L + | 10.50% | | 13.50% | | 11/25/2033 | | 90,115 | | | 87,811 | | | 90,115 | | | 0.40 | |
| | | | | | | | | | | 148,978 | | | 147,278 | | | 0.66 | |
| Life Sciences Tools & Services | | | | | | | | | | | | | | | |
| Curia Global, Inc. (4)(10) | | L + | 6.50% | | 9.31% | | 8/31/2029 | | 45,977 | | | 45,182 | | | 44,942 | | | 0.20 | |
| LSCS Holdings, Inc. (4)(9) | | L + | 8.00% | | 11.67% | | 11/23/2029 | | 40,000 | | | 39,458 | | | 36,400 | | | 0.16 | |
| Phoenix Newco, Inc. (4)(6)(9) | | L + | 6.50% | | 9.62% | | 11/15/2029 | | 52,153 | | | 51,194 | | | 50,980 | | | 0.23 | |
| | | | | | | | | | | 135,833 | | | 132,322 | | | 0.59 | |
| Media | | | | | | | | | | | | | | | |
| Houghton Mifflin, LLC (4)(7)(9) | | SOFR + | 8.50% | | 11.53% | | 4/8/2030 | | 80,500 | | | 78,607 | | | 75,077 | | | 0.34 | |
| Pharmaceuticals | | | | | | | | | | | | | | | |
| Sharp Midco, LLC (4)(5)(9) | | L + | 7.25% | | 10.92% | | 12/31/2029 | | 31,500 | | | 30,786 | | | 29,925 | | | 0.13 | |
| Professional Services | | | | | | | | | | | | | | | |
| Aqgen Island Holdings, Inc. (5)(6)(9) | | L + | 6.50% | | 8.81% | | 8/2/2029 | | 34,508 | | | 34,189 | | | 31,230 | | | 0.14 | |
| Celestial Saturn Parent, Inc. (9) | | L + | 6.50% | | 9.63% | | 6/4/2029 | | 134,488 | | | 133,319 | | | 92,125 | | | 0.41 | |
| Deerfield Dakota Holding, LLC (4)(10) | | L + | 6.75% | | 9.87% | | 4/7/2028 | | 29,650 | | | 29,566 | | | 28,835 | | | 0.13 | |
| Thevelia US, LLC (4)(6)(9) | | SOFR + | 6.75% | | 10.45% | | 6/17/2030 | | 182,046 | | | 176,783 | | | 179,315 | | | 0.80 | |
| VT Topco, Inc. (10) | | L + | 6.75% | | 9.87% | | 7/31/2026 | | 35,500 | | | 35,363 | | | 34,368 | | | 0.15 | |
| | | | | | | | | | | 409,219 | | | 365,873 | | | 1.63 | |
| Software | | | | | | | | | | | | | | | |
| Apex Group Treasury, LLC (4)(6)(9) | | L + | 6.75% | | 10.42% | | 7/27/2029 | | 28,153 | | | 28,082 | | | 28,294 | | | 0.13 | |
| Cloudera, Inc. (4)(9) | | L + | 6.00% | | 9.12% | | 10/8/2029 | | 66,697 | | | 66,208 | | | 56,692 | | | 0.25 | |
| HS Purchaser, LLC (10) | | SOFR + | 6.75% | | 9.88% | | 11/19/2027 | | 71,000 | | | 71,112 | | | 68,515 | | | 0.31 | |
| Human Security, Inc. (4)(7)(11) | | SOFR + | 6.75% | | 9.80% | | 7/22/2027 | | 50,000 | | | 49,166 | | | 48,250 | | | 0.22 | |
| Idera, Inc. (4)(10) | | L + | 6.75% | | 9.32% | | 3/2/2029 | | 30,331 | | | 30,240 | | | 27,601 | | | 0.12 | |
| Mandolin Technology Intermediate Holdings, Inc. (4)(5)(9) | | L + | 6.50% | | 9.31% | | 7/30/2029 | | 31,950 | | | 31,571 | | | 31,151 | | | 0.14 | |
| Mitratech Holdings, Inc. (4)(10) | | L + | 6.75% | | 9.56% | | 5/18/2029 | | 18,000 | | | 17,936 | | | 17,280 | | | 0.08 | |
| Proofpoint, Inc. (5)(9) | | L + | 6.25% | | 9.32% | | 8/31/2029 | | 72,231 | | | 72,015 | | | 70,064 | | | 0.31 | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| Second Lien Debt (continued) | | | | | | | | | | | | | | | |
| Software (continued) | | | | | | | | | | | | | | | |
| Symphony Technology Group (6)(10) | | L + | 8.25% | | 11.37% | | 7/27/2029 | | $ | 91,647 | | | $ | 90,519 | | | $ | 84,620 | | | 0.38 | % |
| Virgin Pulse, Inc. (10) | | L + | 7.25% | | 10.37% | | 4/6/2029 | | 27,000 | | | 26,835 | | | 22,680 | | | 0.10 | |
| Vision Solutions, Inc. (5)(10) | | L + | 7.25% | | 10.03% | | 4/23/2029 | | 88,534 | | | 88,097 | | | 74,784 | | | 0.33 | |
| | | | | | | | | | | 571,781 | | | 529,932 | | | 2.37 | |
| Trading Companies & Distributors | | | | | | | | | | | | | | | |
| Icebox Holdco III, Inc. (4)(9) | | L + | 6.75% | | 10.42% | | 12/21/2029 | | 14,000 | | | 13,872 | | | 13,090 | | | 0.06 | |
| Transportation Infrastructure | | | | | | | | | | | | | | | |
| Drive Chassis Holdco, LLC (8) | | L + | 6.75% | | 9.18% | | 4/10/2026 | | 112,039 | | | 111,178 | | | 111,619 | | | 0.50 | |
| Total Second Lien Debt | | | | | | | | | | | 2,256,935 | | | 2,111,420 | | | 9.44 | |
| Structured Finance Obligations | | | | | | | | | | | | | | | |
| 522 Funding CLO 2020-6, Ltd. (4)(5)(6)(8) | | L + | 6.50% | | 9.28% | | 10/23/2034 | | 3,000 | | | 3,000 | | | 2,547 | | | 0.01 | |
| AIMCO CLO Series 2015-A (5)(6)(8) | | L + | 6.60% | | 9.11% | | 10/17/2034 | | 7,450 | | | 7,450 | | | 6,160 | | | 0.03 | |
| Allegro CLO Ltd. (4)(5)(6)(8) | | L + | 7.00% | | 9.74% | | 1/19/2033 | | 3,895 | | | 3,858 | | | 3,434 | | | 0.02 | |
| Apidos CLO XXXIII (4)(5)(6)(8) | | L + | 5.95% | | 8.66% | | 7/20/2034 | | 8,500 | | | 8,500 | | | 7,190 | | | 0.03 | |
| Apidos CLO XXXIII (5)(6)(8) | | L + | 6.35% | | 9.13% | | 10/24/2034 | | 5,000 | | | 4,954 | | | 4,298 | | | 0.02 | |
| Ares LXI CLO, Ltd. (4)(5)(6)(8) | | L + | 6.50% | | 9.28% | | 1/25/2034 | | 9,000 | | | 9,000 | | | 7,343 | | | 0.03 | |
| Ares LXI CLO, Ltd. (4)(5)(6)(8) | | L + | 6.25% | | 8.96% | | 10/20/2034 | | 7,750 | | | 7,750 | | | 6,423 | | | 0.03 | |
| Ares LXI CLO, Ltd. (5)(6)(8) | | L + | 6.75% | | 9.46% | | 10/28/2034 | | 7,000 | | | 6,935 | | | 5,965 | | | 0.03 | |
| Balboa Bay Loan Funding 2021-2, Ltd. (4)(5)(6)(8) | | L + | 6.60% | | 9.31% | | 1/20/2035 | | 7,000 | | | 6,934 | | | 6,136 | | | 0.03 | |
| Barings CLO, Ltd. (4)(6)(8) | | L + | 6.65% | | 9.16% | | 1/18/2035 | | 7,200 | | | 7,200 | | | 5,966 | | | 0.03 | |
| Barings CLO, Ltd. (4)(6)(8) | | L + | 6.25% | | 8.76% | | 7/15/2034 | | 6,000 | | | 6,000 | | | 5,047 | | | 0.02 | |
| Benefit Street Partners CLO XXII (4)(5)(6)(8) | | L + | 6.75% | | 9.26% | | 7/15/2034 | | 6,500 | | | 6,500 | | | 5,617 | | | 0.03 | |
| Benefit Street Partners CLO XXI (4)(6)(8) | | L + | 6.75% | | 9.26% | | 10/15/2034 | | 3,000 | | | 2,971 | | | 2,551 | | | 0.01 | |
| BlueMountain CLO XXIX Ltd (4)(6)(8) | | L + | 6.86% | | 9.64% | | 7/25/2034 | | 2,750 | | | 2,685 | | | 2,348 | | | 0.01 | |
| Broad River Ltd 2020-1 (4)(6)(8) | | L + | 6.50% | | 9.21% | | 7/20/2034 | | 7,000 | | | 6,946 | | | 5,935 | | | 0.03 | |
| Carlyle US CLO 2020-1, Ltd. (4)(5)(6)(8) | | L + | 6.25% | | 8.96% | | 7/20/2034 | | 7,000 | | | 7,000 | | | 5,982 | | | 0.03 | |
| Carval CLO V-C, LTD. (4)(5)(6)(8) | | L + | 7.33% | | 9.26% | | 10/15/2034 | | 8,000 | | | 7,925 | | | 6,851 | | | 0.03 | |
| Carval CLO VI-C Ltd. (4)(6)(8) | | L + | 7.33% | | 8.73% | | 4/21/2034 | | 8,750 | | | 8,665 | | | 8,226 | | | 0.04 | |
| CIFC Funding 2019-III, Ltd. (4)(5)(6)(8) | | L + | 6.80% | | 9.31% | | 10/16/2034 | | 8,000 | | | 8,000 | | | 6,789 | | | 0.03 | |
| CIFC Funding 2022-V, Ltd. (4)(6)(8) | | L + | 7.55% | | 10.06% | | 7/16/2033 | | 10,000 | | | 9,902 | | | 9,598 | | | 0.04 | |
| Dryden 95 CLO, Ltd. (4)(5)(6)(8) | | L + | 6.15% | | 9.34% | | 8/20/2034 | | 8,000 | | | 8,000 | | | 6,672 | | | 0.03 | |
| Eaton Vance CLO 2019-1 Ltd (4)(5)(6)(8) | | L + | 6.50% | | 9.01% | | 4/15/2031 | | 3,750 | | | 3,754 | | | 3,302 | | | 0.01 | |
| Elmwood CLO 16, Ltd. (4)(6)(8) | | L + | 7.22% | | 8.72% | | 4/20/2034 | | 6,000 | | | 5,941 | | | 5,650 | | | 0.03 | |
| Elmwood CLO III, Ltd. (4)(6)(8) | | L + | 6.50% | | 9.01% | | 10/20/2034 | | 3,500 | | | 3,500 | | | 2,950 | | | 0.01 | |
| Elmwood CLO VI, Ltd. (6)(8) | | L + | 6.50% | | 9.01% | | 10/20/2034 | | 4,000 | | | 4,000 | | | 3,395 | | | 0.02 | |
| Flatiron RR CLO 22, LLC (5)(6)(8) | | L + | 6.20% | | 9.03% | | 10/15/2034 | | 5,000 | | | 5,000 | | | 4,287 | | | 0.02 | |
| Fort Washington CLO 2021-2, Ltd. (4)(5)(6)(8) | | L + | 6.61% | | 9.32% | | 10/20/2034 | | 12,000 | | | 11,890 | | | 10,234 | | | 0.05 | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| Structured Finance Obligations (continued) | | | | | | | | | | | | | | | |
| Galaxy 30 CLO, Ltd. (4)(5)(6)(8) | | L + | 7.00% | | 9.48% | | 4/15/2035 | | $ | 3,000 | | | $ | 2,971 | | | $ | 2,797 | | | 0.01 | % |
| Galaxy XXV CLO, Ltd. (4)(5)(6)(8) | | L + | 5.95% | | 9.48% | | 10/25/2031 | | 4,000 | | | 3,947 | | | 3,377 | | | 0.02 | |
| GoldenTree Loan Management US Clo 8 Ltd. (4)(6)(8) | | L + | 7.25% | | 8.29% | | 4/20/2034 | | 6,500 | | | 6,440 | | | 6,101 | | | 0.03 | |
| GoldenTree Loan Management US Clo 12 Ltd. (4)(5)(6)(8) | | L + | 6.15% | | 8.86% | | 10/20/2034 | | 6,200 | | | 6,200 | | | 5,222 | | | 0.02 | |
| Gulf Stream Meridian 1, Ltd. (4)(5)(6)(8) | | L + | 6.75% | | 9.26% | | 4/15/2034 | | 1,000 | | | 958 | | | 840 | | | 0.00 | |
| Gulf Stream Meridian 5, Ltd. (4)(5)(6)(8) | | L + | 6.75% | | 9.26% | | 7/15/2034 | | 3,500 | | | 3,488 | | | 2,990 | | | 0.01 | |
| Gulf Stream Meridian 7, Ltd. (4)(5)(6)(8) | | L + | 6.90% | | 9.18% | | 7/15/2035 | | 5,000 | | | 4,952 | | | 4,493 | | | 0.02 | |
| Halseypoint Clo 5, Ltd. (4)(5)(6)(8) | | L + | 6.95% | | 10.02% | | 1/30/2035 | | 9,500 | | | 9,321 | | | 8,220 | | | 0.04 | |
| HPS Loan Management 15-2019 Ltd (4)(5)(6)(8) | | L + | 6.80% | | 9.31% | | 1/22/2035 | | 4,000 | | | 3,962 | | | 3,450 | | | 0.02 | |
| Jamestown CLO XIV, Ltd. (5)(6)(8) | | L + | 7.20% | | 9.91% | | 10/20/2034 | | 10,000 | | | 9,814 | | | 8,672 | | | 0.04 | |
| Kayne CLO III, Ltd. (4)(5)(6)(8) | | L + | 6.50% | | 9.01% | | 4/15/2032 | | 5,000 | | | 5,008 | | | 4,287 | | | 0.02 | |
| Magnetite XXXII Ltd (4)(5)(6)(8) | | L + | 6.90% | | 7.62% | | 4/15/2035 | | 5,000 | | | 5,000 | | | 4,731 | | | 0.02 | |
| Morgan Stanley Eaton Vance Clo 2021-1, Ltd. (5)(6)(8) | | L + | 6.75% | | 9.56% | | 10/20/2034 | | 6,500 | | | 6,500 | | | 5,554 | | | 0.02 | |
| Neuberger Berman Loan Advisers CLO 38, Ltd. (5)(6)(8) | | L + | 6.25% | | 8.96% | | 10/20/2035 | | 11,000 | | | 11,000 | | | 9,449 | | | 0.04 | |
| OCP CLO 2020-22, Ltd. (4)(6)(8) | | L + | 6.50% | | 9.21% | | 10/20/2034 | | 4,250 | | | 4,069 | | | 3,587 | | | 0.02 | |
| OCP CLO 2021-22, Ltd. (4)(5)(6)(8) | | L + | 6.60% | | 9.31% | | 12/2/2034 | | 9,000 | | | 8,885 | | | 7,574 | | | 0.03 | |
| Octagon 55, Ltd (4)(6)(8) | | L + | 6.50% | | 9.21% | | 7/20/2034 | | 11,000 | | | 10,875 | | | 8,997 | | | 0.04 | |
| Octagon 66, Ltd (4)(6)(8) | | L + | 7.80% | | 10.34% | | 8/16/2033 | | 10,000 | | | 9,902 | | | 9,615 | | | 0.04 | |
| Octagon Investment Partners 41, Ltd. (5)(6)(8) | | L + | 7.13% | | 9.64% | | 10/15/2033 | | 5,000 | | | 4,978 | | | 4,361 | | | 0.02 | |
| Palmer Square CLO 2015-1, Ltd. (4)(6)(8) | | L + | 6.50% | | 9.48% | | 5/21/2034 | | 2,000 | | | 1,908 | | | 1,728 | | | 0.01 | |
| Palmer Square CLO 2019-1, Ltd. (4)(5)(6)(8) | | L + | 6.40% | | 9.41% | | 11/14/2034 | | 14,500 | | | 14,500 | | | 12,481 | | | 0.06 | |
| Park Avenue Institutional Advisers CLO Ltd 2022-1 (4)(5)(6)(8) | | L + | 7.30% | | 7.92% | | 4/20/2035 | | 6,000 | | | 5,827 | | | 5,547 | | | 0.02 | |
| Post CLO 2022-1, Ltd. (4)(6)(8) | | L + | 6.80% | | 8.96% | | 4/20/2035 | | 5,000 | | | 4,977 | | | 4,548 | | | 0.02 | |
| Post CLO 2021-1, Ltd. (4)(5)(6)(8) | | L + | 6.45% | | 8.96% | | 10/15/2034 | | 6,000 | | | 6,000 | | | 5,124 | | | 0.02 | |
| PPM CLO 2, Ltd. (4)(5)(6)(8) | | L + | 6.55% | | 9.06% | | 4/16/2032 | | 5,000 | | | 5,008 | | | 4,159 | | | 0.02 | |
| PPM CLO 6, Ltd. (5)(6)(8) | | L + | 6.50% | | 9.01% | | 10/18/2034 | | 8,775 | | | 8,775 | | | 7,394 | | | 0.03 | |
| PPM CLO, Ltd. (5)(6)(8) | | L + | 6.50% | | 9.21% | | 10/18/2034 | | 4,800 | | | 4,800 | | | 3,902 | | | 0.02 | |
| Rad CLO 14, Ltd. (4)(5)(6)(8) | | L + | 6.50% | | 9.01% | | 1/15/2035 | | 6,750 | | | 6,750 | | | 5,573 | | | 0.02 | |
| Rockford Tower CLO 2021-3, Ltd. (5)(6)(8) | | L + | 6.72% | | 9.49% | | 10/20/2034 | | 4,000 | | | 3,944 | | | 3,372 | | | 0.02 | |
| RR 19, Ltd. (5)(6)(8) | | L + | 6.50% | | 9.01% | | 10/15/2035 | | 3,000 | | | 3,000 | | | 2,675 | | | 0.01 | |
| RR 20, Ltd. (4)(6)(8) | | L + | 7.25% | | 8.28% | | 7/15/2037 | | 4,000 | | | 3,961 | | | 3,644 | | | 0.02 | |
| Signal Peak 7, Ltd. (4)(6)(8) | | L + | 6.89% | | 9.67% | | 4/30/2032 | | 3,875 | | | 3,843 | | | 3,369 | | | 0.02 | |
| Sound Point CLO XXVII, Ltd. (4)(5)(6)(8) | | L + | 6.56% | | 9.34% | | 10/25/2034 | | 6,900 | | | 6,772 | | | 5,578 | | | 0.02 | |
| Symphony CLO 34-PS, Ltd. (4)(6)(8) | | L + | 7.56% | | 10.14% | | 7/24/2034 | | 7,000 | | | 6,930 | | | 6,825 | | | 0.03 | |
| Trestles Clo IV, Ltd. (4)(5)(6)(8) | | L + | 6.25% | | 8.98% | | 7/21/2034 | | 8,000 | | | 8,000 | | | 6,884 | | | 0.03 | |
| Vibrant CLO XII, Ltd. (4)(6)(8) | | L + | 7.11% | | 10.78% | | 1/20/2034 | | 2,875 | | | 2,850 | | | 2,506 | | | 0.01 | |
| Vibrant CLO XIII, Ltd. (4)(5)(6)(8) | | L + | 7.06% | | 9.57% | | 7/15/2034 | | 6,250 | | | 6,193 | | | 5,361 | | | 0.02 | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| Structured Finance Obligations (continued) | | | | | | | | | | | | | | | |
| Voya CLO 2019-4, Ltd. (4)(5)(6)(8) | | L + | 6.70% | | 9.21% | | 7/19/2034 | | $ | 5,000 | | | $ | 4,906 | | | $ | 4,373 | | | 0.02 | % |
| Voya CLO 2020-2, Ltd. (4)(5)(6)(8) | | L + | 6.70% | | 9.21% | | 1/15/2035 | | 8,250 | | | 8,095 | | | 7,130 | | | 0.03 | |
| Total Structured Finance Obligations | | | | | | | | | | | 409,571 | | | 357,384 | | | 1.60 | |
| Unsecured Debt | | | | | | | | | | | | | | | |
| Health Care Technology | | | | | | | | | | | | | | | |
| Athenahealth, Inc. (8) | | | 6.50% | | 6.50% | | 2/15/2030 | | 7,146 | | | 7,146 | | | 5,663 | | | 0.03 | |
| Software | | | | | | | | | | | | | | | |
| Condor Merger Sub, Inc. (8) | | | 7.38% | | 7.38% | | 2/15/2030 | | 14,286 | | | 14,286 | | | 11,707 | | | 0.05 | |
| Total Unsecured Debt | | | | | | | | | | | 21,432 | | | 17,370 | | | 0.08 | |
| Equity | | | | | | | | | | | | | | | |
| Aerospace & Defense | | | | | | | | | | | | | | | |
| Loar Acquisition 13, LLC - Common Units (4) | | | | | | | | | 2,890,586 | | | 4,336 | | | 5,984 | | | 0.03 | |
| Micross Topco, Inc. (4) | | | | | | | | | 116 | | | 125 | | | 116 | | | 0.00 | |
| | | | | | | | | | | 4,461 | | | 6,100 | | | 0.03 | |
| Air Freight & Logistics | | | | | | | | | | | | | | | |
| AGI Group Holdings LP - A2 Units (4) | | | | | | | | | 1,674 | | | 1,674 | | | 1,802 | | | 0.01 | |
| Mode Holdings, L.P. - Class A-2 Common Units (4) | | | | | | | | | 1,076,923 | | | 1,077 | | | 1,982 | | | 0.01 | |
| | | | | | | | | | | 2,751 | | | 3,784 | | | 0.02 | |
| Distributors | | | | | | | | | | | | | | | |
| Box Co-Invest Blocker, LLC (4) | | | | | | | | | 3,308,320 | | | 3,308 | | | 3,474 | | | 0.02 | |
| Diversified Consumer Services | | | | | | | | | | | | | | | |
| Cambium Holdings, LLC - Senior Preferred Interests (4) | | | | | | | | | 29,194,330 | | | 28,735 | | | 35,084 | | | 0.16 | |
| Deneb Ultimate Topco, LLC - Class A Units (4) | | | | | | | | | 4,060 | | | 4,060 | | | 3,651 | | | 0.02 | |
| | | | | | | | | | | 32,795 | | | 38,736 | | | 0.17 | |
| Diversified Telecommunication Services | | | | | | | | | | | | | | | |
| Point Broadband Holdings, LLC - Class A Units (4) | | | | | | | | | 15,636 | | | 13,261 | | | 12,616 | | | 0.06 | |
| Point Broadband Holdings, LLC - Class B Units (4) | | | | | | | | | 833,140 | | | 2,375 | | | 2,222 | | | 0.01 | |
| | | | | | | | | | | 15,636 | | | 14,837 | | | 0.07 | |
| Health Care Equipment & Supplies | | | | | | | | | | | | | | | |
| GCX Corporation Group Holdings, L.P. - Class A-2 Units (4) | | | | | | | | | 4,500 | | | 4,500 | | | 2,520 | | | 0.01 | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| Equity (continued) | | | | | | | | | | | | | | | |
| Health Care Providers & Services | | | | | | | | | | | | | | | |
| AVE Holdings I Corp. (4) | | | | | | | | | 12,237,213 | | | $ | 11,870 | | | $ | 11,962 | | | 0.05 | % |
| CD&R Artemis Holdco 2 Limited - Preferred Shares (4)(6) | | | | | | | | | 33,000,000 | | | 43,662 | | | 39,945 | | | 0.18 | |
| CD&R Ulysses Equity Holdings, L.P. - Common Shares (4)(6) | | | | | | | | | 6,000,000 | | | 6,090 | | | 5,460 | | | 0.02 | |
| Jayhawk Holdings, LP - A-1 Common Units (4) | | | | | | | | | 12,472 | | | 2,220 | | | 3,552 | | | 0.02 | |
| Jayhawk Holdings, LP - A-2 Common Units (4) | | | | | | | | | 6,716 | | | 1,195 | | | 1,913 | | | 0.01 | |
| Maia Aggregator, L.P. - Class A Units (4) | | | | | | | | | 19,700,000 | | | 19,700 | | | 18,912 | | | 0.08 | |
| NC Eve, L.P. - LP Interest (4)(6) | | | | | | | | | 2,500,000 | | | 3,398 | | | 2,431 | | | 0.01 | |
| | | | | | | | | | | 88,135 | | | 84,175 | | | 0.38 | |
| Health Care Technology | | | | | | | | | | | | | | | |
| Caerus Midco 2 S.À. R.L - Vehicle Units (4)(6) | | | | | | | | | 4,941,452 | | | 4,941 | | | 4,941 | | | 0.02 | |
| IT Services | | | | | | | | | | | | | | | |
| NC Ocala Co-Invest Beta, L.P. - LP Interest (4) | | | | | | | | | 25,687,196 | | | 25,687 | | | 25,687 | | | 0.11 | |
| Professional Services | | | | | | | | | | | | | | | |
| Guidehouse Holding Corp. - Preferred Equity (4) | | | | | | | | | 54,010 | | | 52,935 | | | 58,195 | | | 0.26 | |
| OHCP V TC COI, LP. - LP Interest (4) | | | | | | | | | 6,500,000 | | | 6,500 | | | 7,930 | | | 0.04 | |
| Tricor Horizon, LP (4)(6) | | | | | | | | | 14,151,361 | | | 14,151 | | | 14,151 | | | 0.06 | |
| Victors CCC Topco, LP (4) | | | | | | | | | 9,600,000 | | | 9,600 | | | 9,600 | | | 0.04 | |
| | | | | | | | | | | 83,186 | | | 89,877 | | | 0.40 | |
| Software | | | | | | | | | | | | | | | |
| Connatix Parent, LLC - Class L Common Units (4) | | | | | | | | | 126,136 | | | 1,388 | | | 1,304 | | | 0.01 | |
| Expedition Holdco, LLC (4) | | | | | | | | | 810,810 | | | 810 | | | 665 | | | 0.00 | |
| Knockout Intermediated Holdings I, Inc. (4) | | | | | | | | | 49,020 | | | 47,795 | | | 48,775 | | | 0.22 | |
| Lobos Parent, Inc. - Series A Preferred Shares (4) | | | | | | | | | 45,090 | | | 43,963 | | | 46,443 | | | 0.21 | |
| Mandolin Technology Holdings, Inc. - Series A Preferred Shares (4) | | | | | | | | | 31,950,000 | | | 30,992 | | | 31,950 | | | 0.14 | |
| Mimecast Limited (4)(6) | | | | | | | | | 73,213,759 | | | 73,214 | | | 73,580 | | | 0.33 | |
| | | | | | | | | | | 198,160 | | | 202,717 | | | 0.91 | |
| Transportation Infrastructure | | | | | | | | | | | | | | | |
| Atlas Intermediate Holding LLC - Preferred Interest (4) | | | | | | | | | 34,238,400 | | | 33,725 | | | 34,923 | | | 0.16 | |
| Enstructure LLC (4) | | | | | | | | | 3,783,785 | | | 2,806 | | | 2,806 | | | 0.01 | |
| Frontline Road Safety Investments, LLC - Class A Common Units (4) | | | | | | | | | 58,590 | | | 6,178 | | | 4,685 | | | 0.02 | |
| Ncp Helix Holdings, LLC. - Preferred Shares (4) | | | | | | | | | 1,485,282 | | | 1,116 | | | 1,116 | | | 0.00 | |
| | | | | | | | | | | 43,824 | | | 43,530 | | | 0.19 | |
| Total Equity Investments | | | | | | | | | | | 507,386 | | | 520,378 | | | 2.32 | |
| Total Investments - non-controlled/non-affiliated | | | | | | | | | | | 48,097,184 | | | 46,908,574 | | | 209.60 | % |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| Investments - non-controlled/affiliated | | | | | | | | | | | | | | | |
| Equity | | | | | | | | | | | | | | | |
| Distributors | | | | | | | | | | | | | | | |
| GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP) - Class A Common Units (4)(6) | | | | | | | | | | | $ | 719 | | | $ | 2,360 | | | 0.01 | % |
| Total Equity | | | | | | | | | | | 719 | | | 2,360 | | | 0.01 | |
| Total Investments - non-controlled/affiliated | | | | | | | | | | | 719 | | | 2,360 | | | 0.01 | |
| Invesments-controlled/affiliated | | | | | | | | | | | | | | | |
| Equity | | | | | | | | | | | | | | | |
| Diversified Financial Services | | | | | | | | | | | | | | | |
| Specialty Lending Company LLC - LLC Interest (4)(5)(6) | | | | | | | | | | | 180,900 | | | 189,945 | | | 0.85 | |
| Specialty Retail | | | | | | | | | | | | | | | |
| GSO DL CoInvest CI LP (CustomInk, LLC) - Series A Preferred Units (4)(6) | | | | | | | | | | | 1,421 | | | 1,885 | | | 0.01 | |
| Total Equity | | | | | | | | | | | 182,321 | | | 191,830 | | | 0.86 | |
| Total Investments - controlled/affiliated | | | | | | | | | | | 182,321 | | | 191,830 | | | 0.86 | |
| Investment in Joint Venture | | | | | | | | | | | | | | | |
| BCRED Emerald JV (6) | | | | | | | | | | | 1,895,396 | | | 1,856,239 | | | 8.29 | |
| Investment in Joint Venture Total | | | | | | | | | | | 1,895,396 | | | 1,856,239 | | | 8.29 | |
| Total Investment Portfolio | | | | | | | | | | | 50,175,620 | | | 48,959,003 | | | 218.78 | % |
| Cash and Cash Equivalents | | | | | | | | | | | | | | | |
| State Street Institutional U.S. Government Money Market Fund | | | | | | | | | | | 51,518 | | | 51,518 | | | 0.23 | |
| Other Cash and Cash Equivalents | | | | | | | | | | | 1,537,474 | | | 1,537,473 | | | 6.87 | |
| Total Portfolio Investments, Cash and Cash Equivalents | | | | | | | | | | | $ | 51,764,612 | | | $ | 50,547,994 | | | 225.88 | % |
(1)Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. The total par amount is presented for debt investments and the number of shares or units owned is presented for equity investments. Each of the Company’s investments is pledged as collateral, under one or more of its credit facilities unless otherwise indicated.
(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“(“L”), Canadian Dollar Offered Rate (“CDOR” or “C”), Sterling Overnight Interbank Average Rate (“SONIA” or “S”), Euro Interbank Offer Rate (“Euribor” or “E”), Secured Overnight Financing Rate (“SOFR”), or an alternate base rate (commonly based on the Federal Funds Rate (“(“F”) or the U.S. Prime Rate (“(“P”)), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of September 30, 2021. As of September 30, 2021, the reference rates for our variable rate loans were the 30-day L at 0.08%, the 90-day L at 0.13% and the 180-day L at 0.16% and P at 3.25%.2022. Variable rate loans typically include an interest reference rate floor feature, which is generally 0.75% or 1.00%.feature. As of September 30, 2022, 91.9% of the portfolio at fair value had a base rate floor above zero. For each such loan, the Company has provided the interest rate in effect on the date presented.
(3)The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America ("(“U.S. GAAP"GAAP”).
(4)These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board of Trustees (the “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.
(5)These debt investments are not pledged as collateral under any of the Company's credit facilities. For other debt investments that are pledged to the Company's credit facilities, a single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.
(6)The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, Act.as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”). The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of September 30, 2021,2022, non-qualifying assets represented 16.2%17.1% of total assets as calculated in accordance with regulatory requirements.
| | |
Blackstone Private Credit Fund
Consolidated Schedule of Investments
September 30, 2021
2022 (in thousands)
(Unaudited) |
(7)Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments (all commitments are first lien, unless otherwise noted):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments—non-controlled/non-affiliated | | Commitment Type | | Commitment
Expiration Date | | Unfunded
Commitment | | Fair
Value |
| First and Second Lien Debt | | | | | | | | |
| ACI Group Holdings, Inc. | | Delayed Draw Term Loan | | 8/2/2023 | | $ | 74,702 | | | $ | — | |
| ACI Group Holdings, Inc. | | Revolver | | 8/2/2027 | | 21,482 | | | (430) | |
| ADCS Clinics Intermediate Holdings, LLC | | Delayed Draw Term Loan | | 5/7/2023 | | 9,588 | | | — | |
| ADCS Clinics Intermediate Holdings, LLC | | Revolver | | 5/7/2027 | | 3,902 | | | (78) | |
| AGI-CFI Holdings, Inc. | | Delayed Draw Term Loan | | 6/11/2023 | | 42,157 | | | — | |
| AI Aqua Merger Sub, Inc. | | Delayed Draw Term Loan | | 12/13/2023 | | 2,003 | | | — | |
| Albireo Energy, LLC | | Delayed Draw Term Loan | | 6/23/2022 | | 11,026 | | | — | |
| Alera Group, Inc. | | Delayed Draw Term Loan | | 9/30/2028 | | 15,763 | | | — | |
| Ascend Buyer, LLC | | Revolver | | 9/30/2027 | | 7,760 | | | (155) | |
| Atlas CC Acquisition Corp. | | Delayed Draw Term Loan | | 5/26/2026 | | 14,403 | | | (45) | |
| Atlas CC Acquisition Corp. | | Revolver | | 5/26/2026 | | 18,518 | | | (58) | |
| AxiomSL Group, Inc. | | Delayed Draw Term Loan | | 12/3/2027 | | 5,478 | | | (110) | |
| AxiomSL Group, Inc. | | Revolver | | 12/3/2025 | | 5,983 | | | (120) | |
| Barbri , Inc. | | Delayed Draw Term Loan | | 4/28/2023 | | 28,251 | | | — | |
| Bazaarvoice, Inc. | | Delayed Draw Term Loan | | 11/7/2022 | | 57,432 | | | — | |
| Bazaarvoice, Inc. | | Revolver | | 5/7/2026 | | 42,994 | | | — | |
| Benefytt Technologies, Inc. | | Delayed Draw Term Loan | | 8/12/2023 | | 26,865 | | | (269) | |
| Cambium Learning Group, Inc. | | Revolver | | 7/20/2028 | | 101,715 | | | — | |
| Canadian Hospital Specialties Ltd. | | Delayed Draw Term Loan | | 4/14/2023 | | 8,795 | | | (37) | |
| Canadian Hospital Specialties Ltd. | | Revolver | | 4/14/2027 | | 4,313 | | | — | |
| Capstone Logistics, LLC | | Delayed Draw Term Loan | | 11/12/2027 | | 2,189 | | | — | |
| Clearview Buyer, Inc. | | Delayed Draw Term Loan | | 8/26/2024 | | 33,015 | | | — | |
| Clearview Buyer, Inc. | | Revolver | | 2/26/2027 | | 8,085 | | | (162) | |
| Connatix Buyer, Inc. | | Delayed Draw Term Loan | | 7/14/2023 | | 32,700 | | | (327) | |
| Connatix Buyer, Inc. | | Revolver | | 7/14/2027 | | 14,664 | | | — | |
| COP Home Services TopCo IV, Inc. | | Revolver | | 12/31/2025 | | 9,261 | | | — | |
| Cumming Group, Inc. | | Delayed Draw Term Loan | | 5/26/2027 | | 4,102 | | | (69) | |
| Cumming Group, Inc. | | Revolver | | 5/26/2027 | | 8,310 | | | — | |
| Dana Kepner Company, LLC | | Delayed Draw Term Loan | | 12/29/2021 | | 6,250 | | | — | |
| DCA Investment Holdings, LLC | | Delayed Draw Term Loan | | 3/12/2023 | | 7,713 | | | — | |
| DG Investment Intermediate Holdings 2, Inc. | | Delayed Draw Term Loan | | 3/5/2028 | | 394 | | | — | |
| Dominion Colour Corporation | | Delayed Draw Term Loan | | 5/6/2027 | | 7,649 | | | — | |
| Emergency Power Holdings, LLC | | Delayed Draw Term Loan | | 8/17/2023 | | 56,100 | | | — | |
| Episerver, Inc. | | Revolver | | 4/9/2026 | | 3,833 | | | (57) | |
| Experity, Inc. | | Revolver | | 7/22/2027 | | 8,532 | | | (171) | |
| FCG Acquisitions, Inc. | | Delayed Draw Term Loan | | 3/31/2028 | | 159 | | | — | |
| Fencing Supply Group Acquisition, LLC | | Delayed Draw Term Loan | | 8/2/2022 | | 57,125 | | | — | |
| Frontline Road Safety, LLC - A | | Delayed Draw Term Loan | | 5/3/2027 | | 5,129 | | | — | |
| Frontline Road Safety, LLC - B | | Delayed Draw Term Loan | | 5/3/2022 | | 39,526 | | | — | |
| Galway Borrower, LLC | | Delayed Draw Term Loan | | 9/30/2023 | | 5,654 | | | (57) | |
| Galway Borrower, LLC | | Revolver | | 9/30/2027 | | 2,113 | | | (42) | |
| GCX Corporation Buyer, LLC | | Delayed Draw Term Loan | | 9/13/2023 | | 67,500 | | | — | |
| GI Consilio Parent, LLC | | Revolver | | 5/14/2026 | | 6,300 | | | (81) | |
| GraphPAD Software, LLC | | Revolver | | 4/27/2027 | | 2,124 | | | — | |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments—non-controlled/non-affiliated | | Commitment Type | | Commitment
Expiration Date | | Unfunded
Commitment | | Fair
Value |
| First and Second Lien Debt | | | | | | | | |
| 123Dentist, Inc. | | Delayed Draw Term Loan | | 8/10/2029 | | $ | 32,042 | | | $ | (2,687) | |
| ACI Group Holdings, Inc. | | Delayed Draw Term Loan | | 8/2/2023 | | 57,008 | | | — | |
| ACI Group Holdings, Inc. | | Revolver | | 8/2/2027 | | 21,482 | | | (215) | |
| ADCS Clinics Intermediate Holdings, LLC | | Revolver | | 5/7/2027 | | 3,902 | | | (78) | |
| ADCS Clinics Intermediate Holdings, LLC | | Delayed Draw Term Loan | | 5/7/2023 | | 10,867 | | | (63) | |
| Advancing Eyecare Center, Inc. | | Delayed Draw Term Loan | | 6/13/2029 | | 10,000 | | | (100) | |
| AI Altius Bidco, Inc. | | Delayed Draw Term Loan | | 12/21/2023 | | 34,698 | | | (347) | |
| Alera Group, Inc. | | Delayed Draw Term Loan | | 10/2/2028 | | 9,986 | | | — | |
| Alera Group, Inc. | | Delayed Draw Term Loan | | 9/30/2028 | | 518 | | | — | |
| Amerilife Holdings LLC | | Revolver | | 8/31/2028 | | 48,715 | | | (974) | |
| Amerilife Holdings LLC | | Delayed Draw Term Loan | | 8/31/2029 | | 77,324 | | | — | |
| AmeriVet Partners Management, Inc. | | Revolver | | 2/25/2028 | | 10,383 | | | — | |
| AmeriVet Partners Management, Inc. | | Delayed Draw Term Loan | | 2/25/2024 | | 62,485 | | | — | |
| Anaplan, Inc. | | Revolver | | 6/21/2028 | | 53,206 | | | (1,064) | |
| Armada Parent, Inc. | | Delayed Draw Term Loan | | 10/29/2023 | | 11,250 | | | — | |
| Armada Parent, Inc. | | Revolver | | 10/29/2027 | | 27,000 | | | — | |
| Armstrong Bidco Limited | | Delayed Draw Term Loan | | 6/28/2029 | | 134,039 | | | — | |
| Ascend Buyer, LLC | | Revolver | | 9/30/2027 | | 6,725 | | | — | |
| athenahealth, Inc. | | Delayed Draw Term Loan | | 2/15/2029 | | 6,618 | | | — | |
| Atlas CC Acquisition Corp. | | Revolver | | 5/26/2026 | | 17,283 | | | — | |
| Atlas CC Acquisition Corp. | | Delayed Draw Term Loan | | 5/26/2026 | | 14,403 | | | — | |
| AxiomSL Group, Inc. | | Delayed Draw Term Loan | | 12/3/2027 | | 5,478 | | | — | |
| AxiomSL Group, Inc. | | Revolver | | 12/3/2025 | | 5,983 | | | — | |
| Barbri Holdings, Inc. | | Delayed Draw Term Loan | | 4/28/2023 | | 14,050 | | | — | |
| Bazaarvoice, Inc. | | Delayed Draw Term Loan | | 11/7/2022 | | 57,432 | | | — | |
| Bazaarvoice, Inc. | | Revolver | | 5/7/2026 | | 42,994 | | | — | |
| Benefytt Technologies, Inc. | | Delayed Draw Term Loan | | 8/12/2023 | | 4,030 | | | — | |
| Blue Cat Networks USA, Inc. | | Delayed Draw Term Loan | | 8/8/2028 | | 24,318 | | | — | |
| Caerus US 1, Inc. | | Delayed Draw Term Loan | | 5/25/2029 | | 59,019 | | | — | |
| Caerus US 1, Inc. | | Revolver | | 5/25/2029 | | 41,313 | | | (413) | |
| Cambium Learning Group, Inc. | | Revolver | | 7/20/2028 | | 101,715 | | | — | |
| Canadian Hospital Specialties Ltd. | | Delayed Draw Term Loan | | 4/14/2023 | | 6,398 | | | — | |
| Canadian Hospital Specialties Ltd. | | Revolver | | 4/14/2027 | | 2,752 | | | — | |
| Caramel Bidco Limited | | Delayed Draw Term Loan | | 2/24/2024 | | 26,770 | | | — | |
| CCBlue Bidco, Inc. | | Delayed Draw Term Loan | | 12/21/2023 | | 67,275 | | | — | |
| CEP V Investment 11 Sarl | | Delayed Draw Term Loan | | 2/11/2028 | | 52,130 | | | — | |
| CFC Underwriting, Ltd. | | Delayed Draw Term Loan | | 11/30/2028 | | 16,304 | | | — | |
| CFGI Holdings, LLC | | Delayed Draw Term Loan | | 11/2/2027 | | 22,800 | | | (228) | |
| CFGI Holdings, LLC | | Revolver | | 11/2/2027 | | 19,950 | | | (399) | |
| Chronicle Bidco, Inc. | | Delayed Draw Term Loan | | 11/14/2025 | | 20,535 | | | — | |
| Chronicle Bidco, Inc. | | Revolver | | 11/14/2025 | | 4,331 | | | (87) | |
| Claims Automation Intermediate 2, LLC | | Delayed Draw Term Loan | | 12/16/2027 | | 68,521 | | | (685) | |
| Clearview Buyer, Inc. | | Revolver | | 2/26/2027 | | 8,085 | | | (162) | |
| Clearview Buyer, Inc. | | Delayed Draw Term Loan | | 8/26/2024 | | 33,015 | | | — | |
| Community Brands ParentCo, LLC | | Delayed Draw Term Loan | | 2/24/2028 | | 10,809 | | | (108) | |
| Community Brands ParentCo, LLC | | Revolver | | 2/24/2028 | | 6,330 | | | (127) | |
| | |
Blackstone Private Credit Fund
Consolidated Schedule of Investments
September 30, 2021
2022 (in thousands)
(Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments—non-controlled/non-affiliated | | Commitment Type | | Commitment
Expiration Date | | Unfunded
Commitment | | Fair
Value |
| First and Second Lien Debt (continued) | | | | | | | | |
| Gruden Acquisition, Inc. | | Delayed Draw Term Loan | | 7/1/2023 | | 11,250 | | | (141) | |
| Gruden Acquisition, Inc. | | Revolver | | 7/1/2026 | | 9,000 | | | (225) | |
| Helix TS, LLC | | Delayed Draw Term Loan | | 8/3/2023 | | 63,155 | | | — | |
| HIG Orca Acquisition Holdings, Inc. | | Delayed Draw Term Loan | | 8/17/2023 | | 18,629 | | | (186) | |
| HIG Orca Acquisition Holdings, Inc. | | Revolver | | 8/17/2027 | | 7,773 | | | — | |
| High Street Buyer, Inc. | | Delayed Draw Term Loan | | 4/16/2028 | | 48,510 | | | (837) | |
| High Street Buyer, Inc. | | Revolver | | 4/16/2027 | | 4,186 | | | (84) | |
| IG Investments Holdings, LLC | | Revolver | | 9/22/2027 | | 44,828 | | | (897) | |
| Integrity Marketing Acquisition, LLC | | Delayed Draw Term Loan | | 8/27/2025 | | 35,857 | | | — | |
| Jayhawk Buyer, LLC | | Delayed Draw Term Loan | | 10/15/2021 | | 667 | | | — | |
| Jones Deslauriers Insurance Management, Inc. | | Delayed Draw Term Loan | | 3/28/2022 | | 12,385 | | | — | |
| Jones Deslauriers Insurance Management, Inc. (2nd Lien) | | Delayed Draw Term Loan | | 3/28/2022 | | 1,943 | | | — | |
| L&S Mechanical Acquisition, LLC | | Delayed Draw Term Loan | | 9/1/2022 | | 36,794 | | | — | |
| LD Lower Holdings, Inc. | | Delayed Draw Term Loan | | 2/8/2023 | | 19,979 | | | — | |
| Linquest Corp. | | Delayed Draw Term Loan | | 1/27/2023 | | 44,775 | | | (448) | |
| Lytx, Inc. | | Delayed Draw Term Loan | | 2/28/2022 | | 6,072 | | | — | |
| Mandolin Technology Intermediate Holdings, Inc. | | Revolver | | 7/30/2026 | | 10,800 | | | (108) | |
| Material Holdings, LLC | | Delayed Draw Term Loan | | 8/19/2023 | | 31,793 | | | — | |
| Material Holdings, LLC | | Revolver | | 8/17/2027 | | 15,897 | | | (318) | |
| Maverick Acquisition, Inc. | | Delayed Draw Term Loan | | 6/1/2023 | | 16,185 | | | (162) | |
| Metis Buyer, Inc. | | Revolver | | 5/4/2026 | | 9,000 | | | (42) | |
| MHE Intermediate Holdings, LLC | | Delayed Draw Term Loan | | 7/21/2023 | | 1,146 | | | — | |
| MHE Intermediate Holdings, LLC | | Revolver | | 7/21/2027 | | 804 | | | (16) | |
| Mobileum, Inc. | | Delayed Draw Term Loan | | 8/12/2024 | | 26,377 | | | — | |
| MRI Software, LLC | | Delayed Draw Term Loan | | 1/31/2022 | | 8,600 | | | — | |
| MRI Software, LLC | | Delayed Draw Term Loan | | 1/31/2022 | | 168 | | | — | |
| MRI Software, LLC | | Delayed Draw Term Loan | | 1/31/2022 | | 200 | | | — | |
| MRI Software, LLC | | Revolver | | 2/10/2026 | | 673 | | | — | |
| National Mentor Holdings, Inc. | | Delayed Draw Term Loan | | 2/18/2028 | | 989 | | | — | |
| Navigator Acquiror, Inc. | | Delayed Draw Term Loan | | 7/16/2023 | | 122,548 | | | — | |
| NDC Acquisition Corp. | | Revolver | | 3/9/2027 | | 2,697 | | | — | |
| New Arclin US Holding Corp. | | Delayed Draw Term Loan | | 9/22/2028 | | 1,676 | | | — | |
| NMC Crimson Holdings, Inc. | | Delayed Draw Term Loan | | 3/1/2023 | | 31,400 | | | (471) | |
| Omni Intermediate Holdings, LLC | | Revolver | | 12/30/2025 | | 3,563 | | | (23) | |
| Paya Holdings III, LLC | | Revolver | | 6/16/2028 | | 3,375 | | | — | |
| Peak Utility Services Group, Inc. | | Delayed Draw Term Loan | | 3/2/2028 | | 7,200 | | | — | |
| Porcelain Acquisition Corp. | | Delayed Draw Term Loan | | 4/30/2022 | | 33,940 | | | (997) | |
| Pro Mach Group, Inc. | | Delayed Draw Term Loan | | 8/31/2028 | | 1,900 | | | — | |
| Progress Residential PM Holdings, LLC | | Delayed Draw Term Loan | | 2/16/2022 | | 16,623 | | | — | |
| Qualus Power Services Corp. | | Delayed Draw Term Loan | | 3/26/2023 | | 12,359 | | | — | |
| R1 Holdings, LLC | | Delayed Draw Term Loan | | 4/19/2022 | | 7,898 | | | — | |
| Radwell International, LLC | | Delayed Draw Term Loan | | 7/13/2023 | | 29,219 | | | — | |
| Radwell International, LLC | | Revolver | | 7/13/2027 | | 23,719 | | | — | |
| Red River Technology, LLC | | Delayed Draw Term Loan | | 5/26/2023 | | 47,832 | | | — | |
| Relativity ODA, LLC | | Revolver | | 5/12/2027 | | 4,937 | | | (123) | |
| Relay Purchaser, LLC | | Revolver | | 8/30/2026 | | 28,571 | | | (286) | |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments—non-controlled/non-affiliated | | Commitment Type | | Commitment
Expiration Date | | Unfunded
Commitment | | Fair
Value |
| Confine Visual Bidco | | Delayed Draw Term Loan | | 2/23/2029 | | 55,557 | | | (833) | |
| Connatix Buyer, Inc. | | Revolver | | 7/14/2027 | | 16,294 | | | — | |
| Connatix Buyer, Inc. | | Delayed Draw Term Loan | | 7/14/2023 | | 32,700 | | | (327) | |
| COP Home Services TopCo IV, Inc. | | Revolver | | 12/31/2025 | | 11,176 | | | — | |
| CPI Buyer, LLC | | Delayed Draw Term Loan | | 5/1/2023 | | 70,093 | | | — | |
| CPI Buyer, LLC | | Revolver | | 11/1/2026 | | 28,928 | | | — | |
| Cumming Group, Inc. | | Delayed Draw Term Loan | | 5/26/2027 | | 25,392 | | | (254) | |
| Cumming Group, Inc. | | Revolver | | 5/26/2027 | | 22,143 | | | — | |
| DCA Investment Holdings, LLC | | Delayed Draw Term Loan | | 4/3/2028 | | 2,415 | | | — | |
| Discovery Education, Inc. | | Delayed Draw Term Loan | | 4/9/2029 | | 120,227 | | | — | |
| Discovery Education, Inc. | | Revolver | | 4/9/2029 | | 52,540 | | | (1,051) | |
| Donuts, Inc. | | Delayed Draw Term Loan | | 5/14/2023 | | 128,295 | | | — | |
| DTI Holdco, Inc. | | Revolver | | 4/26/2027 | | 4,560 | | | — | |
| Eliassen Group, LLC | | Delayed Draw Term Loan | | 4/14/2028 | | 12,360 | | | — | |
| Emergency Power Holdings, LLC | | Delayed Draw Term Loan | | 8/17/2023 | | 56,100 | | | — | |
| Engineered Stone Group Holdings III Ltd. | | Delayed Draw Term Loan | | 11/22/2023 | | 54,432 | | | — | |
| Enstructure LLC | | Delayed Draw Term Loan | | 5/25/2029 | | 18,743 | | | — | |
| ENV Bidco | | Delayed Draw Term Loan | | 7/19/2029 | | 28,642 | | | (3,322) | |
| Episerver, Inc. | | Delayed Draw Term Loan | | 4/9/2026 | | 10,185 | | | (458) | |
| Episerver, Inc. | | Revolver | | 4/9/2026 | | 3,833 | | | (172) | |
| Excelitas Technologies Corp. | | Revolver | | 8/14/2028 | | 8,671 | | | — | |
| Excelitas Technologies Corp. | | Delayed Draw Term Loan | | 8/13/2029 | | 29,560 | | | (296) | |
| Experity, Inc. | | Revolver | | 7/22/2027 | | 13,452 | | | (269) | |
| Forterro UK Ltd. | | Delayed Draw Term Loan | | 7/7/2029 | | 17,094 | | | — | |
| Foundation Risk Partners Corp. | | Revolver | | 10/29/2027 | | 9,025 | | | — | |
| Foundation Risk Partners Corp. | | Delayed Draw Term Loan | | 10/29/2028 | | 16,028 | | | — | |
| Galway Borrower, LLC | | Revolver | | 9/30/2027 | | 19,017 | | | (475) | |
| Galway Borrower, LLC | | Delayed Draw Term Loan | | 9/30/2023 | | 13,265 | | | — | |
| GCX Corporation Buyer, LLC | | Delayed Draw Term Loan | | 9/13/2023 | | 67,500 | | | (675) | |
| GI Ranger Intermediate, LLC | | Revolver | | 10/29/2027 | | 9,720 | | | — | |
| GI Ranger Intermediate, LLC | | Delayed Draw Term Loan | | 10/30/2028 | | 36,000 | | | (360) | |
| Gigamon Inc. | | Revolver | | 3/11/2028 | | 25,774 | | | — | |
| Go Car Wash Management Corp. | | Delayed Draw Term Loan | | 8/31/2023 | | 1,822 | | | — | |
| Go Car Wash Management Corp. | | Delayed Draw Term Loan | | 12/31/2026 | | 100,000 | | | (1,125) | |
| GovernmentJobs.com, Inc. | | Revolver | | 11/30/2027 | | 19,764 | | | (395) | |
| GovernmentJobs.com, Inc. | | Delayed Draw Term Loan | | 11/30/2023 | | 62,600 | | | — | |
| GraphPAD Software, LLC | | Revolver | | 4/27/2027 | | 2,832 | | | — | |
| GraphPAD Software, LLC | | Delayed Draw Term Loan | | 4/27/2027 | | 8,571 | | | (86) | |
| Gruden Acquisition, Inc. | | Delayed Draw Term Loan | | 7/1/2023 | | 6,930 | | | — | |
| Gruden Acquisition, Inc. | | Revolver | | 7/1/2026 | | 7,875 | | | — | |
| Helix TS, LLC | | Delayed Draw Term Loan | | 8/3/2023 | | 9,308 | | | — | |
| HIG Orca Acquisition Holdings, Inc. | | Revolver | | 8/17/2027 | | 5,367 | | | — | |
| HIG Orca Acquisition Holdings, Inc. | | Delayed Draw Term Loan | | 8/17/2023 | | 18,629 | | | (186) | |
| High Street Buyer, Inc. | | Revolver | | 4/16/2027 | | 4,186 | | | (84) | |
| High Street Buyer, Inc. | | Delayed Draw Term Loan | | 2/2/2024 | | 66,394 | | | — | |
| Houghton Mifflin, LLC | | Revolver | | 4/7/2027 | | 18,750 | | | — | |
| Human Security, Inc. | | Delayed Draw Term Loan | | 7/22/2027 | | 50,000 | | | (875) | |
| Icebox Holdco III, Inc. | | Delayed Draw Term Loan | | 12/22/2028 | | 4,157 | | | (249) | |
| IG Investments Holdings, LLC | | Revolver | | 9/22/2027 | | 44,828 | | | — | |
| Infostretch Corporation | | Revolver | | 4/1/2028 | | 20,103 | | | (603) | |
| | |
Blackstone Private Credit Fund
Consolidated Schedule of Investments
September 30, 2021
2022 (in thousands)
(Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments—non-controlled/non-affiliated | | Commitment Type | | Commitment
Expiration Date | | Unfunded
Commitment | | Fair
Value |
| First and Second Lien Debt (continued) | | | | | | | | |
| Roadsafe Holdings, Inc. | | Delayed Draw Term Loan | | 10/19/2021 | | 42,476 | | | (425) | |
| Safety Borrower Holdings LP | | Delayed Draw Term Loan | | 9/1/2022 | | 8,390 | | | — | |
| Safety Borrower Holdings LP | | Revolver | | 9/1/2027 | | 3,356 | | | (34) | |
| Sam Holding Co, Inc. | | Delayed Draw Term Loan | | 9/24/2023 | | 46,000 | | | — | |
| Sam Holding Co, Inc. | | Revolver | | 3/24/2027 | | 24,000 | | | (480) | |
| Sciens Building Solutions, LLC | | Delayed Draw Term Loan | | 6/1/2027 | | 26,793 | | | — | |
| Sciens Building Solutions, LLC | | Revolver | | 6/1/2027 | | 3,150 | | | (39) | |
| SEKO Global Logistics Network, LLC | | Delayed Draw Term Loan | | 12/30/2022 | | 15,200 | | | (210) | |
| SEKO Global Logistics Network, LLC | | Revolver | | 12/30/2026 | | 6,571 | | | — | |
| SelectQuote, Inc. | | Delayed Draw Term Loan | | 11/5/2024 | | 78,250 | | | — | |
| Snoopy Bidco, Inc. | | Delayed Draw Term Loan | | 6/1/2023 | | 26,160 | | | — | |
| Sovos Compliance, LLC | | Delayed Draw Term Loan | | 8/11/2028 | | 2,170 | | | — | |
| SpecialtyCare, Inc. | | Delayed Draw Term Loan | | 9/18/2021 | | 7,139 | | | (107) | |
| SpecialtyCare, Inc. | | Revolver | | 6/18/2026 | | 5,935 | | | — | |
| Spitfire Parent, Inc. | | Delayed Draw Term Loan | | 9/4/2022 | | 22,132 | | | (221) | |
| Tailwind Colony Holding Corporation | | Delayed Draw Term Loan | | 2/10/2022 | | 18,493 | | | — | |
| Tennessee Bidco Limited | | Delayed Draw Term Loan | | 8/3/2028 | | 171,367 | | | — | |
| The GI Alliance Management, LLC | | Delayed Draw Term Loan | | 2/4/2022 | | 100,000 | | | — | |
| The GI Alliance Management, LLC | | Delayed Draw Term Loan | | 10/26/2022 | | 60,722 | | | — | |
| Therapy Brands Holdings, LLC | | Delayed Draw Term Loan | | 5/18/2028 | | 1,627 | | | — | |
| Thermostat Purchaser III, Inc. | | Delayed Draw Term Loan | | 8/31/2028 | | 9,476 | | | — | |
| Thermostat Purchaser III, Inc. | | Revolver | | 8/31/2026 | | 8,125 | | | — | |
| Thermostat Purchaser III, Inc. (2nd Lien) | | Delayed Draw Term Loan | | 8/31/2023 | | 5,600 | | | — | |
| TricorBraun Holdings, Inc. | | Delayed Draw Term Loan | | 3/3/2028 | | 1,679 | | | — | |
| Trinity Air Consultants Holdings Corp. | | Delayed Draw Term Loan | | 6/29/2023 | | 44,729 | | | — | |
| Trinity Air Consultants Holdings Corp. | | Revolver | | 6/29/2027 | | 12,780 | | | — | |
| Triple Lift, Inc. | | Revolver | | 5/6/2028 | | 14,295 | | | (286) | |
| TRP Infrastructure Services, LLC | | Delayed Draw Term Loan | | 1/9/2023 | | 13,187 | | | (132) | |
| VT Topco, Inc. | | Delayed Draw Term Loan | | 8/1/2025 | | 1,498 | | | — | |
| WHCG Purchaser III, Inc. | | Delayed Draw Term Loan | | 6/22/2023 | | 40,653 | | | (407) | |
| WHCG Purchaser III, Inc. | | Revolver | | 6/22/2026 | | 12,486 | | | (250) | |
| Wireless Vision, LLC | | Delayed Draw Term Loan | | 12/30/2025 | | 576 | | | — | |
| Total Unfunded Commitments | | | | | | $ | 2,594,464 | | | $ | (10,223) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments—non-controlled/non-affiliated | | Commitment Type | | Commitment
Expiration Date | | Unfunded
Commitment | | Fair
Value |
| Inovalon Holdings, Inc. | | Delayed Draw Term Loan | | 6/24/2024 | | 99,544 | | | (1,244) | |
| Integrity Marketing Acquisition, LLC | | Delayed Draw Term Loan | | 8/27/2025 | | 47,105 | | | — | |
| ISQ Hawkeye Holdco, Inc. | | Revolver | | 8/17/2028 | | 806 | | | — | |
| ISQ Hawkeye Holdco, Inc. | | Delayed Draw Term Loan | | 8/17/2029 | | 2,384 | | | (30) | |
| Java Buyer, Inc. | | Delayed Draw Term Loan | | 12/15/2023 | | 62,909 | | | — | |
| Jayhawk Buyer, LLC | | Delayed Draw Term Loan | | 10/15/2026 | | 144 | | | (1) | |
| Jupiter Bidco Limited | | Delayed Draw Term Loan | | 8/5/2029 | | 38,336 | | | (2,002) | |
| Kaseya, Inc. | | Delayed Draw Term Loan | | 6/25/2029 | | 44,474 | | | (445) | |
| Kaseya, Inc. | | Revolver | | 6/25/2029 | | 48,746 | | | (975) | |
| Kaufman Hall & Associates, LLC | | Delayed Draw Term Loan | | 12/14/2023 | | 19,840 | | | (198) | |
| Knowledge Pro Buyer, Inc. | | Revolver | | 12/10/2027 | | 6,106 | | | — | |
| Knowledge Pro Buyer, Inc. | | Delayed Draw Term Loan | | 12/10/2023 | | 18,452 | | | (185) | |
| Kwor Acquisition, Inc. | | Delayed Draw Term Loan | | 12/22/2028 | | 5,137 | | | — | |
| Kwor Acquisition, Inc. | | Revolver | | 12/22/2027 | | 8,659 | | | — | |
| LD Lower Holdings, Inc. | | Delayed Draw Term Loan | | 2/8/2023 | | 19,979 | | | — | |
| Legacy Intermediate, LLC | | Revolver | | 2/25/2028 | | 17,242 | | | (172) | |
| Legacy Intermediate, LLC | | Delayed Draw Term Loan | | 2/25/2023 | | 36,000 | | | (360) | |
| LinQuest Corp. | | Delayed Draw Term Loan | | 1/27/2023 | | 44,775 | | | (448) | |
| Loar Group, Inc. | | Delayed Draw Term Loan | | 4/1/2024 | | 100,000 | | | — | |
| Magnesium BorrowerCo, Inc. | | Delayed Draw Term Loan | | 5/18/2029 | | 99,913 | | | (2,478) | |
| Mandolin Technology Intermediate Holdings, Inc. | | Revolver | | 7/30/2026 | | 7,658 | | | — | |
| Mantech International CP | | Delayed Draw Term Loan | | 9/14/2029 | | 186,262 | | | (1,863) | |
| Mantech International CP | | Revolver | | 9/14/2028 | | 93,738 | | | — | |
| Marcone Yellowstone Buyer, Inc. | | Delayed Draw Term Loan | | 6/23/2028 | | 15,757 | | | — | |
| Material Holdings, LLC | | Revolver | | 8/17/2027 | | 8,266 | | | — | |
| Material Holdings, LLC | | Delayed Draw Term Loan | | 8/19/2023 | | 16,215 | | | — | |
| Maverick Acquisition, Inc. | | Delayed Draw Term Loan | | 6/1/2023 | | 5,908 | | | — | |
| Maverick Acquisition, Inc. | | Delayed Draw Term Loan | | 6/1/2027 | | 10,277 | | | (103) | |
| Metis Buyer, Inc. | | Revolver | | 5/4/2026 | | 9,000 | | | — | |
| MHE Intermediate Holdings, LLC | | Revolver | | 7/21/2027 | | 804 | | | — | |
| Monk Holding Co. | | Delayed Draw Term Loan | | 12/1/2023 | | 42,074 | | | (558) | |
| Monterey Financing, S.A.R.L | | Delayed Draw Term Loan | | 9/19/2029 | | 52,585 | | | (557) | |
| MRI Software, LLC | | Delayed Draw Term Loan | | 2/10/2026 | | 10,300 | | | — | |
| MRI Software, LLC | | Revolver | | 2/10/2026 | | 673 | | | — | |
| MRI Software, LLC | | Revolver | | 5/14/2026 | | 6,300 | | | (638) | |
| Natus Medical Incorporated | | Revolver | | 7/21/2027 | | 2,788 | | | — | |
| Navigator Acquiror, Inc. | | Delayed Draw Term Loan | | 7/16/2023 | | 91,911 | | | — | |
| NDC Acquisition Corp. | | Revolver | | 3/9/2027 | | 3,425 | | | — | |
| New Arclin US Holding Corp. | | Delayed Draw Term Loan | | 9/22/2028 | | 3,135 | | | — | |
| NMC Crimson Holdings, Inc. | | Delayed Draw Term Loan | | 3/1/2023 | | 31,400 | | | (471) | |
| Onex AP Merger Sub, LLC | | Revolver | | 4/4/2028 | | 3,261 | | | (65) | |
| Onex Baltimore Buyer, Inc. | | Delayed Draw Term Loan | | 12/1/2023 | | 84,378 | | | — | |
| Paya Holdings III, LLC | | Revolver | | 6/16/2028 | | 3,375 | | | — | |
| Peak Utility Services Group, Inc. | | Delayed Draw Term Loan | | 3/2/2028 | | 7,200 | | | — | |
| Pediatric Associates Holding Co., LLC | | Delayed Draw Term Loan | | 12/29/2028 | | 401 | | | — | |
| PGIS Intermediate Holdings, LLC | | Revolver | | 10/16/2028 | | 6,274 | | | (125) | |
| PGIS Intermediate Holdings, LLC | | Delayed Draw Term Loan | | 10/16/2028 | | 7,618 | | | — | |
| Plasma Buyer, LLC | | Revolver | | 5/12/2028 | | 14,467 | | | (434) | |
| Plasma Buyer, LLC | | Delayed Draw Term Loan | | 5/12/2029 | | 23,780 | | | (238) | |
| Point Broadband Acquisition, LLC | | Delayed Draw Term Loan | | 10/1/2023 | | 56,663 | | | — | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments—non-controlled/non-affiliated | | Commitment Type | | Commitment
Expiration Date | | Unfunded
Commitment | | Fair
Value |
| Polyphase Elevator Holding Co. | | Delayed Draw Term Loan | | 6/23/2027 | | 2,264 | | | — | |
| Polyphase Elevator Holding Co. | | Revolver | | 6/23/2027 | | 2,100 | | | — | |
| Polyphase Elevator Holding Co. | | Delayed Draw Term Loan | | 12/21/2027 | | 54,486 | | | — | |
| Porcelain Acquisition Corp. | | Delayed Draw Term Loan | | 4/1/2027 | | 21,722 | | | — | |
| PPV Intermediate Holdings, LLC | | Revolver | | 8/31/2029 | | 9,910 | | | (198) | |
| PPV Intermediate Holdings, LLC | | Delayed Draw Term Loan | | 8/31/2029 | | 24,566 | | | — | |
| Prodege International Holdings, LLC | | Delayed Draw Term Loan | | 12/15/2022 | | 87,711 | | | — | |
| Profile Products, LLC | | Delayed Draw Term Loan | | 11/12/2027 | | 16,328 | | | — | |
| Profile Products, LLC | | Revolver | | 11/12/2027 | | 12,953 | | | — | |
| Progress Residential PM Holdings, LLC | | Delayed Draw Term Loan | | 7/25/2029 | | 2,915 | | | — | |
| Progress Residential PM Holdings, LLC | | Delayed Draw Term Loan | | 3/17/2023 | | 16,623 | | | — | |
| Project Boost Purchaser, LLC | | Revolver | | 5/2/2028 | | 5,543 | | | (83) | |
| Project Boost Purchaser, LLC | | Delayed Draw Term Loan | | 5/2/2029 | | 9,189 | | | (46) | |
| Project Leopard Holdings, Inc. | | Revolver | | 7/20/2027 | | 13,035 | | | — | |
| Qualus Power Services Corp. | | Delayed Draw Term Loan | | 3/26/2023 | | 9,016 | | | — | |
| Rally Buyer, Inc. | | Revolver | | 7/19/2028 | | 17,745 | | | — | |
| Rally Buyer, Inc. | | Delayed Draw Term Loan | | 7/19/2028 | | 33,121 | | | (331) | |
| Red River Technology, LLC | | Delayed Draw Term Loan | | 5/26/2023 | | 47,832 | | | — | |
| Redwood Services Group, LLC | | Delayed Draw Term Loan | | 6/15/2029 | | 8,766 | | | — | |
| Refficiency Holdings, LLC | | Delayed Draw Term Loan | | 12/16/2027 | | 4,636 | | | — | |
| Relativity ODA, LLC | | Revolver | | 5/12/2027 | | 4,937 | | | (74) | |
| Relay Purchaser, LLC | | Revolver | | 8/30/2026 | | 28,571 | | | (286) | |
| Reverb Buyer, Inc. | | Delayed Draw Term Loan | | 11/1/2028 | | 6,587 | | | — | |
| Riser Merger Sub, Inc. | | Revolver | | 8/1/2028 | | 24,351 | | | (487) | |
| Riser Merger Sub, Inc. | | Delayed Draw Term Loan | | 8/1/2028 | | 48,701 | | | (487) | |
| Roadsafe Holdings, Inc. | | Delayed Draw Term Loan | | 7/31/2023 | | 77,680 | | | — | |
| RSC Acquisition, Inc. | | Delayed Draw Term Loan | | 10/30/2026 | | 60,474 | | | — | |
| RWL Holdings, LLC | | Delayed Draw Term Loan | | 12/1/2027 | | 58,064 | | | (581) | |
| Safety Borrower Holdings LP | | Revolver | | 9/1/2027 | | 2,517 | | | — | |
| Sailpoint Technologies, Inc. | | Revolver | | 8/15/2028 | | 34,083 | | | (682) | |
| Sam Holding Co, Inc. | | Delayed Draw Term Loan | | 9/24/2023 | | 31,600 | | | — | |
| Sam Holding Co, Inc. | | Revolver | | 3/24/2027 | | 19,200 | | | — | |
| SEKO Global Logistics Network, LLC | | Revolver | | 12/30/2026 | | 5,808 | | | — | |
| SEKO Global Logistics Network, LLC | | Delayed Draw Term Loan | | 12/30/2022 | | 9,712 | | | — | |
| Sherlock Buyer Corp. | | Delayed Draw Term Loan | | 12/1/2028 | | 11,177 | | | (112) | |
| Sherlock Buyer Corp. | | Revolver | | 12/8/2027 | | 4,445 | | | (89) | |
| Smile Doctors, LLC | | Revolver | | 12/23/2027 | | 39,902 | | | — | |
| Smile Doctors, LLC | | Delayed Draw Term Loan | | 12/23/2028 | | 113,938 | | | — | |
| Snoopy Bidco, Inc. | | Delayed Draw Term Loan | | 6/1/2023 | | 51,214 | | | — | |
| SpecialtyCare, Inc. | | Revolver | | 6/18/2026 | | 4,867 | | | — | |
| SpecialtyCare, Inc. | | Delayed Draw Term Loan | | 6/18/2023 | | 6,544 | | | — | |
| Spitfire Parent, Inc. | | Delayed Draw Term Loan | | 9/9/2023 | | 5,533 | | | — | |
| Stepping Stones Healthcare Services, LLC | | Delayed Draw Term Loan | | 12/30/2023 | | 40,781 | | | — | |
| Stepping Stones Healthcare Services, LLC | | Revolver | | 12/30/2026 | | 21,601 | | | — | |
| Tailwind Colony Holding Corporation | | Delayed Draw Term Loan | | 12/10/2022 | | 4,068 | | | — | |
| Tennessee Bidco Limited | | Delayed Draw Term Loan | | 6/22/2024 | | 324,396 | | | — | |
| The Fertility Partners, Inc. | | Revolver | | 9/16/2027 | | 8,055 | | | (1,277) | |
| The Fertility Partners, Inc. | | Delayed Draw Term Loan | | 3/16/2028 | | 16,410 | | | — | |
| The GI Alliance Management, LLC | | Delayed Draw Term Loan | | 9/15/2028 | | 56,115 | | | (1,683) | |
| The NPD Group L.P. | | Revolver | | 12/1/2027 | | 104,910 | | | — | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments—non-controlled/non-affiliated | | Commitment Type | | Commitment
Expiration Date | | Unfunded
Commitment | | Fair
Value |
| Thermostat Purchaser III, Inc. | | Delayed Draw Term Loan | | 8/31/2028 | | 6,692 | | | — | |
| Thermostat Purchaser III, Inc. | | Revolver | | 8/31/2026 | | 8,125 | | | — | |
| Thermostat Purchaser III, Inc. (2nd Lien) | | Delayed Draw Term Loan | | 8/31/2023 | | 5,600 | | | — | |
| Trident TPI Holdings, Inc. | | Delayed Draw Term Loan | | 9/15/2028 | | 1,472 | | | — | |
| Trinity Air Consultants Holdings Corp. | | Delayed Draw Term Loan | | 6/29/2023 | | 20,128 | | | — | |
| Trinity Air Consultants Holdings Corp. | | Revolver | | 6/29/2027 | | 12,780 | | | — | |
| Trinity Partners Holdings, LLC | | Delayed Draw Term Loan | | 12/21/2023 | | 109,037 | | | (1,090) | |
| Triple Lift, Inc. | | Revolver | | 5/6/2028 | | 8,815 | | | — | |
| TRP Infrastructure Services, LLC | | Delayed Draw Term Loan | | 1/9/2023 | | 13,187 | | | (132) | |
| Turing Holdco, Inc. | | Delayed Draw Term Loan | | 8/3/2028 | | 5,942 | | | — | |
| Unified Physician Management, LLC | | Delayed Draw Term Loan | | 6/18/2029 | | 54,346 | | | — | |
| Unified Physician Management, LLC | | Revolver | | 6/18/2029 | | 101,845 | | | — | |
| United Mutual Acquisition Holdings, LLC | | Revolver | | 7/15/2028 | | 11,175 | | | — | |
| US Oral Surgery Management Holdco, LLC | | Delayed Draw Term Loan | | 11/18/2023 | | 31,347 | | | — | |
| US Oral Surgery Management Holdco, LLC | | Revolver | | 11/18/2027 | | 12,932 | | | (194) | |
| Victors CCC Buyer, LLC | | Delayed Draw Term Loan | | 6/1/2029 | | 31,095 | | | — | |
| Victors CCC Buyer, LLC | | Revolver | | 6/1/2029 | | 29,205 | | | — | |
| VT Topco, Inc. | | Delayed Draw Term Loan | | 8/1/2025 | | 794 | | | — | |
| West Monroe Partners, LLC | | Delayed Draw Term Loan | | 11/9/2023 | | 188,572 | | | — | |
| West Monroe Partners, LLC | | Revolver | | 11/9/2027 | | 70,714 | | | — | |
| West Star Aviation Acquisition, LLC | | Delayed Draw Term Loan | | 3/1/2028 | | 909 | | | — | |
| WHCG Purchaser III, Inc. | | Revolver | | 6/22/2026 | | 12,486 | | | (905) | |
| WHCG Purchaser III, Inc. | | Delayed Draw Term Loan | | 6/22/2023 | | 19,482 | | | — | |
| Specialty Lending Company LLC | | LLC Interest | | | | 102,600 | | | — | |
| Total Unfunded Commitments | | | | | | $ | 6,856,537 | | | $ | (42,160) | |
(8) There are no interest rate floors on these investments.
(9) The interest rate floor on these investments as of September 30, 20212022 was 0.50%.
(10) The interest rate floor on these investments as of September 30, 20212022 was 0.75%.
(11) The interest rate floor on these investments as of September 30, 20212022 was 1.00%.
(12) The interest rate floor on these investments as of September 30, 20212022 was 1.25%.
(13) The interest rate floor on these investments as of September 30, 20212022 was 1.50%.
(14) For unsettled positions the interest rate does not include the base rate.
(15) Under the Investment Company1940 Act, of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company is deemed to “control” a portfolio company if the Company owns more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. Under the 1940 Act, the Company is deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of September 30, 2021,2022, the Company’s controlled/affiliated and non-controlled/affiliated investments were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fair value as of December 31, 2021 | | Gross Additions | | Gross Reductions | | Change in Unrealized Gains (Losses) | | Fair value as of September 30, 2022 | | Dividend and Interest Income |
| Non-Controlled/Affiliated Investments | | | | | | | | | | | |
| GSO DL Co-Invest EIS LP | $ | 1,614 | | | $ | — | | | $ | — | | | $ | 746 | | | $ | 2,360 | | | $ | — | |
| Controlled/Affiliated Investments | | | | | | | | | | | |
| Specialty Lending Company LLC | 212,400 | | | — | | | (31,500) | | | 9,045 | | | 189,945 | | | 12,159 | |
| BCRED Emerald JV | — | | | 1,895,396 | | | — | | | (39,157) | | | 1,856,239 | | | 56,606 | |
| GSO DL Co-Invest CI LP | 1,809 | | | — | | | — | | | 76 | | | 1,885 | | | — | |
| Total Controlled/Affiliated Investments | $ | 214,209 | | | $ | 1,895,396 | | | $ | (31,500) | | | $ | (30,036) | | | $ | 2,048,069 | | | $ | 68,765 | |
| | |
Blackstone Private Credit Fund
Consolidated Schedule of Investments
September 30, 2021
2022 (in thousands)
(Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fair value
as of December 31, 2020 | | Gross Additions | | Gross Reductions | | Change in Unrealized Gains (Losses) | | Fair value as of September 30, 2021 | | Dividend and Interest Income |
| Non-Controlled/Affiliated Investments | | | | | | | | | | | |
| GSO DL Co-Invest EIS LP | $ | — | | | $ | 401 | | | $ | — | | | $ | 39 | | | $ | 440 | | | $ | — | |
| Controlled/Affiliated Investments | | | | | | | | | | | |
| GSO DL Co-Invest CI LP | — | | | 1,421 | | | — | | | (1) | | | 1,420 | | | — | |
| Total | $ | — | | | $ | 1,822 | | | $ | — | | | $ | 38 | | | $ | 1,860 | | | $ | — | |
Foreign currency forward contracts | | | | | | | | | | | | | | | | | | | | | | | |
| Counterparty | Currency Purchased | | Currency Sold | | Settlement Date | | Unrealized Appreciation (Depreciation) |
| Goldman Sachs Bank USA | $10,720 | | SEK 109,749 | | 10/5/2022 | | $ | 859 | |
| Goldman Sachs Bank USA | $73,136 | | DKK 560,750 | | 12/14/2022 | | $ | (1,031) | |
| Goldman Sachs Bank USA | $55,936 | | NOK 599,094 | | 12/14/2022 | | $ | 783 | |
| Goldman Sachs Bank USA | $21,634 | | SEK 243,186 | | 12/14/2022 | | $ | (305) | |
Interest Rate Swaps
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest Rate Swaps as of September 30, 2022 |
| Counterparty | | Hedged Instrument | | Company Receives | | Company Pays | | Maturity Date | | Notional Amount | | Fair Market Value | | Upfront Payments / Receipts | | Change in Unrealized Gains / (Losses) |
| Goldman Sachs Bank USA | | June 2024 Notes | | 2.56% | | SOFR + 0.93% | | 6/21/2024 | | $ | 435,000 | | | $ | (19,039) | | | $ | 1,796 | | | $ | (18,892) | |
| Goldman Sachs Bank USA | | September 2024 Notes | | 1.75% | | SOFR + 0.08% | | 9/15/2024 | | 365,000 | | | (17,659) | | | (545) | | | (17,618) | |
| Goldman Sachs Bank USA | | November 2024 Notes | | 2.35% | | SOFR + 0.66% | | 11/22/2024 | | 500,000 | | | (25,796) | | | 1,822 | | | (25,657) | |
| Goldman Sachs Bank USA | | January 2025 Notes | | 2.70% | | SOFR + 0.99% | | 1/15/2025 | | 500,000 | | | (27,244) | | | 923 | | | (26,993) | |
| Goldman Sachs Bank USA | | December 2026 Notes | | 2.63% | | SOFR + 0.26% | | 12/15/2026 | | 625,000 | | | (37,873) | | | 2,387 | | | (37,703) | |
| Deutsche Bank | | December 2026 Notes | | 2.63% | | SOFR + 0.26% | | 12/15/2026 | | 625,000 | | | (37,548) | | | 2,370 | | | (37,730) | |
| Goldman Sachs Bank USA | | March 2025 Notes | | 4.70% | | SOFR + 2.43% | | 3/24/2025 | | 400,000 | | | (18,081) | | | — | | | (17,935) | |
| Deutsche Bank | | March 2025 Notes | | 4.70% | | SOFR + 2.43% | | 3/24/2025 | | 500,000 | | | (22,625) | | | — | | | (22,413) | |
| Deutsche Bank | | April 2026 UK Bonds | | 4.87% | | SOFR + 2.78% | | 4/14/2026 | | £ | 250,000 | | | (28,089) | | | — | | | (28,037) | |
| Sumitomo Mitsui Banking Corporation | | May 2027 Notes | | 5.61% | | SOFR + 3.00% | | 5/3/2027 | | 625,000 | | | (29,160) | | | — | | | (25,242) | |
| Sumitomo Mitsui Banking Corporation | | September 2025 Notes | | 7.05% | | SOFR + 2.93% | | 9/27/2025 | | 600,000 | | | (559) | | | — | | | (559) | |
| Total Interest Rate Swaps | | | | | | | | | | | | $ | (263,674) | | | $ | 8,753 | | | $ | (258,777) | |
(16) As of September 30, 2022, the Company had investments denominated in Canadian Dollars (C$), Euros (€), British Pounds (£), Swiss Francs (Fr.), Danish Krone (DKK), Swedish Krona (SEK) and Norwegian Krone (NOK).
The accompanying notes are an integral part of these consolidated financial statements.
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | % of Net Assets | | |
| Investments - non-controlled/non-affiliated | | | | | | | | | | | | | | | | | |
| First Lien Debt | | | | | | | | | | | | | | | | | |
| Aerospace & Defense | | | | | | | | | | | | | | | | | |
| Corfin Holdings, Inc. (4)(7)(11) | | L + | 6.00% | | 7.00% | | 12/27/2027 | | $ | 6,619 | | | $ | 6,579 | | | $ | 6,500 | | | 0.05 | % | | |
| LinQuest Corp. (4)(7)(10) | | L + | 5.75% | | 6.50% | | 7/28/2028 | | 157,106 | | | 153,737 | | | 153,516 | | | 1.19 | | | |
| Loar Group, Inc. (4)(11) | | L + | 7.25% | | 8.25% | | 10/2/2023 | | 29,422 | | | 29,422 | | | 29,422 | | | 0.23 | | | |
| MAG DS Corp. (11) | | L + | 5.50% | | 6.50% | | 4/1/2027 | | 10,849 | | | 10,680 | | | 9,981 | | | 0.08 | | | |
| Peraton Corp. (10) | | L + | 3.75% | | 4.50% | | 2/1/2028 | | 72,389 | | | 72,163 | | | 72,543 | | | 0.56 | | | |
| Vertex Aerospace Services Corp. (10) | | L + | 4.00% | | 4.75% | | 10/27/2028 | | 22,385 | | | 22,293 | | | 22,379 | | | 0.17 | | | |
| | | | | | | | | | | 294,874 | | | 294,342 | | | 2.28 | | | |
| Air Freight & Logistics | | | | | | | | | | | | | | | | | |
| AGI-CFI Holdings, Inc. (4)(10) | | L + | 5.50% | | 6.25% | | 6/11/2027 | | 271,064 | | | 265,859 | | | 268,354 | | | 2.09 | | | |
| Livingston International, Inc. (4)(6)(10) | | L + | 5.50% | | 6.25% | | 4/30/2027 | | 105,679 | | | 104,902 | | | 104,622 | | | 0.81 | | | |
| Mode Purchaser, Inc. (4)(11) | | L + | 6.25% | | 7.25% | | 12/9/2026 | | 34,388 | | | 33,430 | | | 34,388 | | | 0.27 | | | |
| R1 Holdings, LLC (4)(7)(11) | | L + | 6.00% | | 7.00% | | 1/2/2026 | | 38,742 | | | 38,698 | | | 38,742 | | | 0.30 | | | |
| RWL Holdings, LLC (4)(7)(10) | | SOFR + | 5.75% | | 6.50% | | 12/31/2028 | | 218,835 | | | 213,914 | | | 213,878 | | | 1.66 | | | |
| SEKO Global Logistics Network, LLC (4)(11) | | E + | 5.00% | | 6.00% | | 12/30/2026 | | € | 35,393 | | | 40,412 | | | 40,295 | | | 0.31 | | | |
| SEKO Global Logistics Network, LLC (4)(7)(11) | | L + | 5.00% | | 6.00% | | 12/30/2026 | | 103,543 | | | 102,300 | | | 103,315 | | | 0.80 | | | |
| The Kenan Advantage Group, Inc. (10) | | L + | 3.75% | | 4.50% | | 3/12/2026 | | 19,039 | | | 19,034 | | | 19,013 | | | 0.15 | | | |
| Wwex Uni Topco Holdings, LLC (10) | | L + | 4.25% | | 5.00% | | 7/26/2028 | | 12,681 | | | 12,562 | | | 12,731 | | | 0.10 | | | |
| | | | | | | | | | | 831,112 | | | 835,338 | | | 6.49 | | | |
| Airlines | | | | | | | | | | | | | | | | | |
| Air Canada (6)(10) | | L + | 3.50% | | 4.25% | | 8/11/2028 | | 7,819 | | | 7,745 | | | 7,823 | | | 0.06 | | | |
| American Airlines, Inc. (6)(10) | | L + | 4.75% | | 5.50% | | 3/11/2028 | | 7,314 | | | 7,248 | | | 7,591 | | | 0.06 | | | |
| United Airlines, Inc. (6)(10) | | L + | 3.75% | | 4.50% | | 4/21/2028 | | 16,631 | | | 16,629 | | | 16,728 | | | 0.13 | | | |
| | | | | | | | | | | 31,622 | | | 32,143 | | | 0.25 | | | |
| Auto Components | | | | | | | | | | | | | | | | | |
| Clarios Global LP (6)(8) | | L + | 3.25% | | 3.35% | | 4/30/2026 | | 6,806 | | | 6,809 | | | 6,780 | | | 0.05 | | | |
| Metis Buyer, Inc. (4)(5)(7)(8) - Revolving Term Loan | | L + | 3.75% | | 3.85% | | 5/4/2028 | | 4,275 | | | 4,099 | | | 4,221 | | | 0.03 | | | |
| Metis Buyer, Inc. (10) | | L + | 4.00% | | 4.75% | | 5/4/2028 | | 49,750 | | | 48,510 | | | 49,859 | | | 0.39 | | | |
| Wheel Pros, Inc. (10) | | L + | 4.50% | | 5.25% | | 4/23/2028 | | 25,906 | | | 25,912 | | | 25,901 | | | 0.20 | | | |
| | | | | | | | | | | 85,330 | | | 86,761 | | | 0.67 | | | |
| Beverages | | | | | | | | | | | | | | | | | |
| Arterra Wines Canada, Inc. (6)(10) | | L + | 3.50% | | 4.25% | | 11/24/2027 | | 4,957 | | | 4,984 | | | 4,970 | | | 0.04 | | | |
| Triton Water Holdings, Inc. (9) | | L + | 3.50% | | 4.00% | | 3/18/2028 | | 26,637 | | | 26,601 | | | 26,387 | | | 0.21 | | | |
| | | | | | | | | | | 31,585 | | | 31,357 | | | 0.25 | | | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | % of Net Assets | | |
| First Lien Debt (continued) | | | | | | | | | | | | | | | | | |
| Building Products | | | | | | | | | | | | | | | | | |
| Cornerstone Building Brands, Inc. (6)(9) | | L + | 3.25% | | 3.75% | | 4/12/2028 | | $ | 2,947 | | | $ | 2,934 | | | $ | 2,946 | | | 0.02 | % | | |
| CP Atlas Buyer, Inc. (9) | | L + | 3.75% | | 4.25% | | 11/23/2027 | | 31,556 | | | 31,560 | | | 31,461 | | | 0.24 | | | |
| Empire Today, LLC (10) | | L + | 5.00% | | 5.75% | | 3/8/2028 | | 69,572 | | | 68,419 | | | 68,485 | | | 0.53 | | | |
| Fencing Supply Group Acquisition, LLC (4)(7)(11) | | L + | 6.00% | | 7.00% | | 2/26/2027 | | 78,944 | | | 77,860 | | | 78,550 | | | 0.61 | | | |
| Great Day Improvements, LLC (4)(7)(9) | | L + | 6.25% | | 6.75% | | 12/29/2027 | | 245,000 | | | 239,342 | | | 239,335 | | | 1.86 | | | |
| Illuminate Merger Sub Corp. (9) | | L + | 3.50% | | 4.00% | | 6/30/2028 | | 8,000 | | | 7,944 | | | 7,949 | | | 0.06 | | | |
| Jacuzzi Brands, LLC (4)(11) | | L + | 6.50% | | 7.50% | | 2/25/2025 | | 52,938 | | | 52,414 | | | 52,938 | | | 0.41 | | | |
| Kodiak BP, LLC (10) | | L + | 3.25% | | 4.00% | | 2/25/2028 | | 10,389 | | | 10,369 | | | 10,330 | | | 0.08 | | | |
| L&S Mechanical Acquisition, LLC (4)(7)(10) | | L + | 5.75% | | 6.50% | | 9/1/2027 | | 114,795 | | | 112,627 | | | 112,499 | | | 0.88 | | | |
| Latham Pool Products, Inc. (8) | | L + | 6.00% | | 6.10% | | 6/18/2025 | | 105,696 | | | 105,247 | | | 106,269 | | | 0.83 | | | |
| Lindstrom, LLC (4)(11) | | L + | 6.25% | | 7.25% | | 4/7/2025 | | 27,963 | | | 27,739 | | | 27,963 | | | 0.22 | | | |
| Mi Windows and Doors, LLC (10) | | L + | 3.75% | | 4.50% | | 12/18/2027 | | 24,288 | | | 24,404 | | | 24,425 | | | 0.19 | | | |
| Symphony Technology Group (10) | | L + | 5.00% | | 5.75% | | 5/3/2028 | | 63,186 | | | 62,591 | | | 63,117 | | | 0.49 | | | |
| Windows Acquisition Holdings, Inc. (4)(11) | | L + | 6.50% | | 7.50% | | 12/29/2026 | | 62,366 | | | 61,321 | | | 62,366 | | | 0.49 | | | |
| | | | | | | | | | | 884,772 | | | 888,631 | | | 6.91 | | | |
| Capital Markets | | | | | | | | | | | | | | | | | |
| Advisor Group Holdings, Inc. (8) | | L + | 4.50% | | 4.60% | | 7/31/2026 | | 17,347 | | | 17,392 | | | 17,418 | | | 0.14 | | | |
| Situs-AMC Holdings Corporation (4)(10) | | L + | 5.75% | | 6.50% | | 12/22/2027 | | 110,000 | | | 108,905 | | | 108,900 | | | 0.85 | | | |
| Superannuation And Investments US, LLC (6)(9) | | L + | 3.75% | | 4.25% | | 9/23/2028 | | 14,364 | | | 14,244 | | | 14,391 | | | 0.11 | | | |
| The Edelman Financial Engines Center, LLC (10) | | L + | 3.50% | | 4.25% | | 3/15/2028 | | 19,880 | | | 19,814 | | | 19,894 | | | 0.15 | | | |
| | | | | | | | | | | 160,355 | | | 160,602 | | | 1.25 | | | |
| Chemicals | | | | | | | | | | | | | | | | | |
| Dominion Colour Corporation (4)(6)(7)(11) | | L + | 8.25% (incl. 2.00% PIK) | | 9.25% | | 4/6/2024 | | 35,687 | | | 34,449 | | | 35,062 | | | 0.27 | | | |
| Geon Performance Solutions, LLC (10) | | L + | 4.75% | | 5.50% | | 8/9/2028 | | 7,389 | | | 7,336 | | | 7,463 | | | 0.06 | | | |
| Hyperion Materials & Technologies, Inc. (9) | | L + | 4.50% | | 5.00% | | 8/28/2028 | | 25,252 | | | 25,160 | | | 25,326 | | | 0.20 | | | |
| LSF11 Skyscraper Holdco S.à r.l, LLC (6)(10) | | L + | 3.50% | | 4.25% | | 9/29/2027 | | 19,850 | | | 19,758 | | | 19,863 | | | 0.15 | | | |
| New Arclin US Holding Corp. (6)(7)(9) | | L + | 3.75% | | 4.25% | | 9/21/2028 | | 20,208 | | | 20,115 | | | 20,209 | | | 0.16 | | | |
| NIC Acquisition Corp. (10) | | L + | 3.75% | | 4.50% | | 12/29/2027 | | 13,837 | | | 13,824 | | | 13,698 | | | 0.11 | | | |
| Olympus Water US Holding Corp. (9) | | L + | 3.75% | | 4.25% | | 9/21/2028 | | 10,625 | | | 10,598 | | | 10,605 | | | 0.08 | | | |
| Polymer Additives, Inc. (8) | | L + | 6.00% | | 6.13% | | 7/31/2025 | | 30,420 | | | 28,311 | | | 29,675 | | | 0.23 | | | |
| | | | | | | | | | | 159,550 | | | 161,901 | | | 1.26 | | | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | % of Net Assets | | |
| First Lien Debt (continued) | | | | | | | | | | | | | | | | | |
| Commercial Services & Supplies | | | | | | | | | | | | | | | | | |
| Access CIG, LLC (8) | | L + | 3.75% | | 3.84% | | 2/27/2025 | | $ | 16,040 | | | $ | 16,025 | | | $ | 15,961 | | | 0.12 | % | | |
| Allied Universal Holdco, LLC (9) | | L + | 3.75% | | 4.25% | | 5/12/2028 | | 33,952 | | | 33,913 | | | 33,884 | | | 0.26 | | | |
| Bazaarvoice, Inc. (4)(7)(8) | | L + | 5.75% | | 5.85% | | 5/7/2028 | | 372,166 | | | 372,166 | | | 372,166 | | | 2.90 | | | |
| DG Investment Intermediate Holdings 2, Inc. (10) | | L + | 3.50% | | 4.25% | | 3/17/2028 | | 29,592 | | | 29,647 | | | 29,620 | | | 0.23 | | | |
| Divisions Holding Corp. (10) | | L + | 4.75% | | 5.50% | | 5/29/2028 | | 24,036 | | | 23,815 | | | 24,126 | | | 0.19 | | | |
| EAB Global, Inc. (9) | | L + | 3.50% | | 4.00% | | 6/28/2028 | | 8,000 | | | 7,956 | | | 7,967 | | | 0.06 | | | |
| ECP Gopher Holdings L.P. (11) | | L + | 3.25% | | 4.25% | | 3/6/2025 | | 3,958 | | | 3,973 | | | 3,721 | | | 0.03 | | | |
| Foundational Education Group, Inc. (4)(9) | | L + | 4.25% | | 4.75% | | 8/31/2028 | | 9,143 | | | 9,056 | | | 9,166 | | | 0.07 | | | |
| Garda World Security Corp. (6)(8) | | L + | 4.25% | | 4.36% | | 10/30/2026 | | 29,435 | | | 29,511 | | | 29,432 | | | 0.23 | | | |
| Genuine Financial Holdings, LLC (8) | | L + | 3.75% | | 3.85% | | 7/11/2025 | | 6,938 | | | 6,850 | | | 6,924 | | | 0.05 | | | |
| International SOS The Americas LP (6)(9) | | L + | 3.75% | | 4.25% | | 8/5/2028 | | 2,331 | | | 2,309 | | | 2,337 | | | 0.02 | | | |
| Java Buyer, Inc. (4)(7)(10) | | L + | 5.75% | | 6.50% | | 12/15/2027 | | 136,278 | | | 132,073 | | | 132,067 | | | 1.03 | | | |
| JSS Holdings, Inc. (4)(10) | | L + | 6.00% | | 6.75% | | 12/17/2028 | | 243,525 | | | 239,876 | | | 241,699 | | | 1.88 | | | |
| JSS Holdings, Inc. (4)(11) | | L + | 6.25% | | 7.25% | | 12/17/2028 | | 46,505 | | | 45,900 | | | 46,157 | | | 0.36 | | | |
| Knowledge Pro Buyer, Inc. (4)(7)(10) | | L + | 5.75% | | 6.50% | | 12/10/2027 | | 45,655 | | | 44,433 | | | 44,421 | | | 0.35 | | | |
| KPSKY Acquisition, Inc. (4)(7)(10) | | L + | 5.50% | | 6.25% | | 10/19/2028 | | 197,224 | | | 193,290 | | | 193,280 | | | 1.50 | | | |
| MaxGen Energy Services Corporation (4)(11) | | L + | 4.75% | | 5.75% | | 6/2/2027 | | 59,700 | | | 58,353 | | | 58,208 | | | 0.45 | | | |
| Onex Baltimore Buyer, Inc. (4)(7)(10) | | L + | 5.75% | | 6.50% | | 12/1/2027 | | 260,796 | | | 255,309 | | | 255,275 | | | 1.99 | | | |
| PECF USS Intermediate Holding III Corp. (9) | | L + | 4.25% | | 4.75% | | 12/15/2028 | | 20,842 | | | 20,811 | | | 20,891 | | | 0.16 | | | |
| Recycle & Resource US, LLC (6)(9) | | L + | 3.50% | | 4.00% | | 7/8/2028 | | 5,219 | | | 5,182 | | | 5,213 | | | 0.04 | | | |
| Revspring, Inc. (8) | | L + | 4.25% | | 4.47% | | 10/11/2025 | | 15,443 | | | 15,323 | | | 15,501 | | | 0.12 | | | |
| Spin Holdco Inc. (10) | | L + | 4.00% | | 4.75% | | 3/1/2028 | | 25,434 | | | 25,326 | | | 25,547 | | | 0.20 | | | |
| The Action Environmental Group, Inc. (4)(7)(12) | | L + | 6.00% | | 7.25% | | 1/16/2026 | | 16,289 | | | 15,748 | | | 15,668 | | | 0.12 | | | |
| TRC Companies, Inc. (9) | | L + | 3.75% | | 4.25% | | 6/21/2024 | | 18,778 | | | 18,679 | | | 18,711 | | | 0.15 | | | |
| TruGreen Limited Partnership (10) | | L + | 4.00% | | 4.75% | | 11/2/2027 | | 5,955 | | | 5,990 | | | 5,969 | | | 0.05 | | | |
| USIC Holdings, Inc. (10) | | L + | 3.50% | | 4.25% | | 5/12/2028 | | 24,938 | | | 24,822 | | | 24,938 | | | 0.19 | | | |
| Veregy Consolidated, Inc. (11) | | L + | 6.00% | | 7.00% | | 11/2/2027 | | 20,584 | | | 20,632 | | | 20,636 | | | 0.16 | | | |
| | | | | | | | | | | 1,656,969 | | | 1,659,483 | | | 12.91 | | | |
| Construction & Engineering | | | | | | | | | | | | | | | | | |
| Aegion Corporation (10) | | L + | 4.75% | | 5.50% | | 5/17/2028 | | 23,879 | | | 23,814 | | | 24,018 | | | 0.19 | | | |
| ASP Endeavor Acquisition, LLC (4)(9) | | L + | 6.50% | | 7.00% | | 5/3/2027 | | 35,820 | | | 35,183 | | | 35,462 | | | 0.28 | | | |
| COP Home Services TopCo IV, Inc. (4)(7)(11) | | L + | 5.00% | | 6.00% | | 12/31/2027 | | 128,886 | | | 125,700 | | | 127,513 | | | 0.99 | | | |
| Peak Utility Services Group, Inc. (4)(7)(11) | | L + | 5.00% | | 6.00% | | 2/26/2028 | | 23,622 | | | 23,380 | | | 23,467 | | | 0.18 | | | |
| Thermostat Purchaser III, Inc. (4)(7)(10) | | L + | 4.50% | | 5.25% | | 8/24/2028 | | 42,519 | | | 41,196 | | | 42,498 | | | 0.33 | | | |
| Tutor Perini Corp. (6)(11) | | L + | 4.75% | | 5.75% | | 8/13/2027 | | 2,963 | | | 2,992 | | | 2,974 | | | 0.02 | | | |
| | | | | | | | | | | 252,266 | | | 255,933 | | | 1.99 | | | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | % of Net Assets | | |
| First Lien Debt (continued) | | | | | | | | | | | | | | | | | |
| Construction Materials | | | | | | | | | | | | | | | | | |
| White Cap Buyer, LLC (9) | | L + | 4.00% | | 4.50% | | 10/19/2027 | | $ | 23,827 | | | $ | 23,913 | | | $ | 23,878 | | | 0.19 | % | | |
| Containers & Packaging | | | | | | | | | | | | | | | | | |
| Ascend Buyer, LLC (4)(7)(10) | | L + | 5.75% | | 6.50% | | 9/30/2028 | | 77,601 | | | 75,982 | | | 75,920 | | | 0.59 | | | |
| Berlin Packaging, LLC (9) | | L + | 3.75% | | 4.25% | | 3/11/2028 | | 8,544 | | | 8,480 | | | 8,545 | | | 0.07 | | | |
| Charter NEX US, Inc. (10) | | L + | 3.75% | | 4.50% | | 12/1/2027 | | 21,359 | | | 21,428 | | | 21,431 | | | 0.17 | | | |
| Flex Acquisition Co., Inc. (9) | | L + | 3.50% | | 4.00% | | 2/23/2028 | | 8,191 | | | 8,173 | | | 8,185 | | | 0.06 | | | |
| Flex Acquisition Co., Inc. (8) | | L + | 3.00% | | 3.13% | | 6/29/2025 | | 9,475 | | | 9,462 | | | 9,404 | | | 0.07 | | | |
| Graham Packaging Co, Inc. (10) | | L + | 3.00% | | 3.75% | | 8/4/2027 | | 4,963 | | | 4,972 | | | 4,956 | | | 0.04 | | | |
| IBC Capital US, LLC (6)(8) | | L + | 3.75% | | 3.97% | | 9/11/2023 | | 18,513 | | | 18,477 | | | 18,393 | | | 0.14 | | | |
| LABL, Inc. (9) | | L + | 5.00% | | 5.50% | | 10/29/2028 | | 7,143 | | | 7,037 | | | 7,144 | | | 0.06 | | | |
| MAR Bidco Sarl (6)(9) | | L + | 4.25% | | 4.75% | | 4/20/2028 | | 3,806 | | | 3,788 | | | 3,813 | | | 0.03 | | | |
| Pretium PKG Holdings, Inc. (9) | | L + | 4.00% | | 4.50% | | 8/27/2028 | | 18,889 | | | 18,439 | | | 18,878 | | | 0.15 | | | |
| ProAmpac PG Borrower, LLC (10) | | L + | 3.75% | | 4.50% | | 11/3/2025 | | 30,050 | | | 30,103 | | | 30,121 | | | 0.23 | | | |
| TricorBraun Holdings, Inc. (9) | | L + | 3.25% | | 3.75% | | 3/3/2028 | | 13,067 | | | 13,011 | | | 12,991 | | | 0.10 | | | |
| Trident TPI Holdings, Inc. (7)(11) | | L + | 3.25% | | 4.25% | | 10/17/2024 | | 13,886 | | | 13,875 | | | 13,907 | | | 0.11 | | | |
| Trident TPI Holdings, Inc. (9) | | L + | 4.00% | | 4.50% | | 7/29/2028 | | 7,433 | | | 7,426 | | | 7,440 | | | 0.06 | | | |
| | | | | | | | | | | 240,652 | | | 241,124 | | | 1.88 | | | |
| Distributors | | | | | | | | | | | | | | | | | |
| BP Purchaser, LLC (4)(10) | | L + | 5.50% | | 6.25% | | 12/10/2028 | | 34,800 | | | 34,110 | | | 34,104 | | | 0.27 | | | |
| Bution Holdco 2, Inc. (4)(11) | | L + | 6.25% | | 7.25% | | 10/17/2025 | | 5,925 | | | 5,827 | | | 5,880 | | | 0.05 | | | |
| Dana Kepner Company, LLC (4)(11) | | L + | 6.25% | | 7.25% | | 12/29/2026 | | 14,850 | | | 14,601 | | | 14,887 | | | 0.12 | | | |
| Genuine Cable Group, LLC (4)(6)(7)(10) | | L + | 5.75% | | 6.50% | | 11/2/2026 | | 22,695 | | | 22,079 | | | 22,239 | | | 0.17 | | | |
| Marcone Yellowstone Buyer, Inc. (7)(10) | | L + | 5.50% | | 6.25% | | 12/23/2028 | | 83,636 | | | 81,696 | | | 81,696 | | | 0.64 | | | |
| NDC Acquisition Corp. (4)(11) | | L + | 5.75% | | 6.75% | | 3/9/2027 | | 22,331 | | | 21,801 | | | 22,108 | | | 0.17 | | | |
| NDC Acquisition Corp. (4)(5)(7)(11) - Revolving Term Loan | | L + | 5.75% | | 6.75% | | 3/9/2027 | | 214 | | | 133 | | | 180 | | | 0.00 | | | |
| Tailwind Colony Holding Corporation (4)(7)(11) | | L + | 7.50% | | 8.50% | | 11/13/2024 | | 56,508 | | | 55,192 | | | 55,378 | | | 0.43 | | | |
| Tailwind Colony Holding Corporation (4)(11) | | L + | 6.25% | | 7.25% | | 11/13/2024 | | 11,961 | | | 11,740 | | | 11,591 | | | 0.09 | | | |
| Unified Door & Hardware Group, LLC (4)(11) | | L + | 6.25% | | 7.25% | | 6/30/2025 | | 53,486 | | | 52,614 | | | 53,218 | | | 0.41 | | | |
| | | | | | | | | | | 299,793 | | | 301,281 | | | 2.35 | | | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | % of Net Assets | | |
| First Lien Debt (continued) | | | | | | | | | | | | | | | | | |
| Diversified Consumer Services | | | | | | | | | | | | | | | | | |
| Cambium Learning Group, Inc. (4)(7)(10) | | L + | 5.50% | | 6.25% | | 7/20/2028 | | $ | 968,124 | | | $ | 959,067 | | | $ | 968,124 | | | 7.53 | % | | |
| Dreambox Learning Holding LLC (4)(10) | | L + | 6.25% | | 7.00% | | 12/1/2027 | | 135,213 | | | 132,360 | | | 132,509 | | | 1.03 | | | |
| eResearchTechnology, Inc. (11) | | L + | 4.50% | | 5.50% | | 2/4/2027 | | 28,103 | | | 28,220 | | | 28,234 | | | 0.22 | | | |
| Go Car Wash Management Corp. (4)(7)(11) | | L + | 5.75% | | 6.75% | | 12/31/2026 | | 44,291 | | | 42,789 | | | 42,744 | | | 0.33 | | | |
| KUEHG Corp. (11) | | L + | 3.75% | | 4.75% | | 2/21/2025 | | 22,830 | | | 22,577 | | | 22,417 | | | 0.17 | | | |
| LAH Borrower, LL (4)(6)(10) | | L + | 5.75% | | 6.50% | | 10/12/2027 | | 9,250 | | | 9,071 | | | 9,215 | | | 0.07 | | | |
| Learning Care Group (11) | | L + | 3.25% | | 4.25% | | 3/13/2025 | | 19,838 | | | 19,548 | | | 19,491 | | | 0.15 | | | |
| Loyalty Ventures, Inc. (9) | | L + | 4.50% | | 5.00% | | 11/3/2027 | | 9,375 | | | 9,189 | | | 9,355 | | | 0.07 | | | |
| Pre-Paid Legal Services, Inc. (9) | | L + | 3.75% | | 4.25% | | 5/1/2025 | | 23,239 | | | 23,007 | | | 23,133 | | | 0.18 | | | |
| Weld North Education, LLC (9) | | L + | 3.75% | | 4.25% | | 12/21/2027 | | 24,271 | | | 24,271 | | | 24,307 | | | 0.19 | | | |
| | | | | | | | | | | 1,270,100 | | | 1,279,529 | | | 9.94 | | | |
| Diversified Financial Services | | | | | | | | | | | | | | | | | |
| Barbri Holdings, Inc. (4)(7)(10) | | L + | 5.75% | | 6.50% | | 4/30/2028 | | 166,707 | | | 163,558 | | | 165,040 | | | 1.28 | | | |
| Lereta, LLC (10) | | L + | 5.25% | | 6.00% | | 7/27/2028 | | 34,635 | | | 34,309 | | | 34,664 | | | 0.27 | | | |
| Mitchell International, Inc. (9) | | L + | 3.75% | | 4.25% | | 10/15/2028 | | 38,979 | | | 38,694 | | | 38,809 | | | 0.30 | | | |
| Sedgwick Claims Management Services, Inc. (6)(11) | | L + | 4.25% | | 5.25% | | 9/3/2026 | | 2,450 | | | 2,474 | | | 2,457 | | | 0.02 | | | |
| Sedgwick Claims Management Services, Inc. (6)(8) | | L + | 3.25% | | 3.35% | | 12/31/2025 | | 7,961 | | | 7,937 | | | 7,909 | | | 0.06 | | | |
| SelectQuote, Inc. (4)(7)(10) | | L + | 5.00% | | 5.75% | | 11/5/2024 | | 277,963 | | | 275,701 | | | 277,079 | | | 2.16 | | | |
| | | | | | | | | | | 522,673 | | | 525,958 | | | 4.09 | | | |
| Diversified Telecommunication Services | | | | | | | | | | | | | | | | | |
| Numericable US, LLC (6)(8) | | L + | 3.69% | | 3.81% | | 1/31/2026 | | 5,050 | | | 5,056 | | | 5,016 | | | 0.04 | | | |
| Numericable US, LLC (6)(8) | | L + | 4.00% | | 4.12% | | 8/14/2026 | | 23,829 | | | 23,851 | | | 23,745 | | | 0.18 | | | |
| Point Broadband Acquisition, LLC (4)(7)(11) | | L + | 6.00% | | 7.00% | | 10/1/2028 | | 162,000 | | | 157,216 | | | 157,037 | | | 1.22 | | | |
| | | | | | | | | | | 186,123 | | | 185,798 | | | 1.44 | | | |
| Electric Utilities | | | | | | | | | | | | | | | | | |
| Qualus Power Services Corp. (4)(7)(11) | | L + | 5.50% | | 6.50% | | 3/26/2027 | | 48,950 | | | 47,785 | | | 48,332 | | | 0.38 | | | |
| Electrical Equipment | | | | | | | | | | | | | | | | | |
| Emergency Power Holdings, LLC (4)(7)(11) | | L + | 5.50% | | 6.50% | | 8/17/2028 | | 195,000 | | | 190,778 | | | 190,539 | | | 1.48 | | | |
| Madison IAQ, LLC (9) | | L + | 3.25% | | 3.75% | | 6/16/2028 | | 6,989 | | | 6,956 | | | 6,992 | | | 0.05 | | | |
| Radwell International, LLC (4)(6)(7)(10) | | L + | 5.50% | | 6.25% | | 7/13/2027 | | 348,034 | | | 346,642 | | | 346,861 | | | 2.70 | | | |
| Relay Purchaser, LLC (4)(7)(10) | | L + | 6.00% | | 6.75% | | 8/30/2028 | | 200,000 | | | 195,928 | | | 197,214 | | | 1.53 | | | |
| Shoals Holdings, LLC (4)(11) | | L + | 3.25% | | 4.25% | | 11/25/2026 | | 11,377 | | | 11,140 | | | 11,434 | | | 0.09 | | | |
| | | | | | | | | | | 751,443 | | | 753,040 | | | 5.85 | | | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | % of Net Assets | | |
| First Lien Debt (continued) | | | | | | | | | | | | | | | | | |
| Electronic Equipment, Instruments & Components | | | | | | | | | | | | | | | | | |
| Albireo Energy, LLC (4)(7)(11) | | L + | 6.00% | | 7.00% | | 12/23/2026 | | $ | 35,496 | | | $ | 34,857 | | | $ | 34,858 | | | 0.27 | % | | |
| ConvergeOne Holdings, Inc. (7)(8) | | L + | 5.00% | | 5.10% | | 1/4/2026 | | 31,765 | | | 28,772 | | | 29,603 | | | 0.23 | | | |
| CPI International, Inc. (11) | | L + | 3.25% | | 4.25% | | 7/26/2024 | | 8,977 | | | 8,991 | | | 8,980 | | | 0.07 | | | |
| Infinite Bidco, LLC (9) | | L + | 3.75% | | 4.25% | | 2/24/2028 | | 21,831 | | | 21,806 | | | 21,797 | | | 0.17 | | | |
| Ingram Micro, Inc. (9) | | L + | 3.50% | | 4.00% | | 3/31/2028 | | 3,980 | | | 3,942 | | | 3,986 | | | 0.03 | | | |
| | | | | | | | | | | 98,369 | | | 99,224 | | | 0.77 | | | |
| Energy Equipment & Services | | | | | | | | | | | | | | | | | |
| Abaco Energy Technologies, LLC (4)(11) | | L + | 7.50% (incl. 1.00% PIK) | | 8.50% | | 10/4/2024 | | 10,668 | | | 10,058 | | | 10,482 | | | 0.08 | | | |
| EnergySolutions, LLC (11) | | L + | 3.75% | | 4.75% | | 5/9/2025 | | 11,270 | | | 11,255 | | | 11,270 | | | 0.09 | | | |
| Tetra Technologies, Inc. (4)(6)(11) | | L + | 6.25% | | 7.25% | | 9/10/2025 | | 22,793 | | | 21,815 | | | 22,793 | | | 0.18 | | | |
| | | | | | | | | | | 43,128 | | | 44,544 | | | 0.35 | | | |
| Entertainment | | | | | | | | | | | | | | | | | |
| CE Intermediate I, LLC (4)(9) | | L + | 4.00% | | 4.50% | | 11/10/2028 | | 7,778 | | | 7,701 | | | 7,729 | | | 0.06 | | | |
| Herschend Entertainment Co, LLC (9) | | L + | 3.75% | | 4.25% | | 8/27/2028 | | 5,306 | | | 5,255 | | | 5,306 | | | 0.04 | | | |
| Recorded Books, Inc. (8) | | L + | 4.00% | | 4.10% | | 8/29/2025 | | 15,615 | | | 15,631 | | | 15,623 | | | 0.12 | | | |
| | | | | | | | | | | 28,588 | | | 28,658 | | | 0.22 | | | |
| Food Products | | | | | | | | | | | | | | | | | |
| CHG PPC Parent, LLC (9) | | L + | 3.00% | | 3.50% | | 11/16/2028 | | 7,339 | | | 7,303 | | | 7,326 | | | 0.06 | | | |
| Quantum Bidco, Ltd. (6)(8) | | S + | 6.00% | | 6.11% | | 2/5/2028 | | £ | 18,500 | | | 24,474 | | | 24,712 | | | 0.19 | | | |
| Snacking Investments US, LLC (6)(11) | | L + | 4.00% | | 5.00% | | 12/18/2026 | | 4,975 | | | 5,005 | | | 4,984 | | | 0.04 | | | |
| | | | | | | | | | | 36,782 | | | 37,022 | | | 0.29 | | | |
| Health Care Equipment & Supplies | | | | | | | | | | | | | | | | | |
| CPI Holdco, LLC (4)(7)(10) | | L + | 5.50% | | 6.25% | | 11/1/2028 | | 265,496 | | | 258,989 | | | 258,905 | | | 2.01 | | | |
| GCX Corporation Buyer, LLC (4)(7)(10) | | L + | 5.50% | | 6.25% | | 9/13/2027 | | 197,505 | | | 193,079 | | | 192,880 | | | 1.50 | | | |
| Mozart Borrower LP (9) | | L + | 3.25% | | 3.75% | | 9/20/2028 | | 30,000 | | | 29,171 | | | 30,027 | | | 0.23 | | | |
| Resonetics, LLC (10) | | L + | 4.00% | | 4.75% | | 4/28/2028 | | 18,666 | | | 18,616 | | | 18,689 | | | 0.15 | | | |
| Sunshine Luxembourg VII S.à r.l, LLC (6)(10) | | L + | 3.75% | | 4.50% | | 10/2/2026 | | 18,726 | | | 18,778 | | | 18,821 | | | 0.15 | | | |
| TecoStar Holdings, Inc. (11) | | L + | 3.50% | | 4.50% | | 5/1/2024 | | 20,799 | | | 20,703 | | | 19,852 | | | 0.15 | | | |
| | | | | | | | | | | 539,336 | | | 539,175 | | | 4.19 | | | |
| Health Care Providers & Services | | | | | | | | | | | | | | | | | |
| ACI Group Holdings, Inc. (4)(7)(10) | | L + | 5.50% | | 6.25% | | 8/2/2028 | | 202,967 | | | 198,052 | | | 199,981 | | | 1.56 | | | |
| ADCS Clinics Intermediate Holdings, LLC (4)(7)(11) | | L + | 6.25% | | 7.25% | | 5/7/2027 | | 43,521 | | | 42,636 | | | 42,961 | | | 0.33 | | | |
| ADMI Corp. (9) | | L + | 3.50% | | 4.00% | | 12/23/2027 | | 15,586 | | | 15,514 | | | 15,582 | | | 0.12 | | | |
| AHP Health Partners, Inc. (9) | | L + | 3.50% | | 4.00% | | 8/4/2028 | | 4,725 | | | 4,703 | | | 4,732 | | | 0.04 | | | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | % of Net Assets | | |
| First Lien Debt (continued) | | | | | | | | | | | | | | | | | |
| Health Care Providers & Services (continued) | | | | | | | | | | | | | | | | | |
| AMGH Holding Corp. (11) | | L + | 4.25% | | 5.25% | | 3/14/2025 | | $ | 11,762 | | | $ | 11,768 | | | $ | 11,735 | | | 0.09 | % | | |
| Canadian Hospital Specialties Ltd. (4)(6)(7)(11) | | L + | 4.25% | | 5.25% | | 4/14/2028 | | C$ | 41,781 | | | 32,404 | | | 32,351 | | | 0.25 | | | |
| CCBlue Bidco, Inc. (4)(7)(10) | | L + | 6.25% | | 7.00% | | 12/21/2028 | | 464,809 | | | 454,639 | | | 454,595 | | | 3.54 | | | |
| CHG Healthcare Services, Inc. (9) | | L + | 3.50% | | 4.00% | | 9/29/2028 | | 8,978 | | | 8,938 | | | 8,990 | | | 0.07 | | | |
| Covenant Surgical Partners, Inc. (8) | | L + | 4.00% | | 4.10% | | 7/1/2026 | | 2,975 | | | 2,931 | | | 2,946 | | | 0.02 | | | |
| Cross Country Healthcare, Inc. (4)(10) | | L + | 5.75% | | 6.50% | | 6/8/2027 | | 113,594 | | | 111,423 | | | 112,458 | | | 0.87 | | | |
| DCA Investment Holdings, LLC (4)(7)(10) | | L + | 6.25% | | 7.00% | | 3/12/2027 | | 36,706 | | | 36,191 | | | 36,297 | | | 0.28 | | | |
| Epoch Acquisition, Inc. (4)(11) | | L + | 6.75% | | 7.75% | | 10/4/2024 | | 29,421 | | | 29,421 | | | 29,421 | | | 0.23 | | | |
| GC EOS Buyer, Inc. (8) | | L + | 4.50% | | 4.60% | | 8/1/2025 | | 2,003 | | | 1,993 | | | 2,003 | | | 0.02 | | | |
| Global Medical Response, Inc. (11) | | L + | 4.25% | | 5.25% | | 10/2/2025 | | 21,619 | | | 21,698 | | | 21,560 | | | 0.17 | | | |
| Gordian Medical, Inc. (10) | | L + | 6.25% | | 7.00% | | 3/29/2027 | | 66,833 | | | 64,778 | | | 66,554 | | | 0.52 | | | |
| Heartland Dental, LLC (8) | | L + | 4.00% | | 4.10% | | 4/30/2025 | | 15,057 | | | 14,999 | | | 15,054 | | | 0.12 | | | |
| ICS US Holdings, Inc. (6)(9) | | L + | 5.25% | | 5.75% | | 6/8/2028 | | 35,000 | | | 33,250 | | | 33,250 | | | 0.26 | | | |
| Jayhawk Buyer, LLC (4)(11) | | L + | 5.00% | | 6.00% | | 10/15/2026 | | 204,293 | | | 200,666 | | | 202,250 | | | 1.57 | | | |
| LifePoint Health, Inc. (8) | | L + | 3.75% | | 3.85% | | 11/16/2025 | | 10,000 | | | 10,018 | | | 10,005 | | | 0.08 | | | |
| Midwest Physician Administrative Services, LLC (10) | | L + | 3.25% | | 4.00% | | 3/5/2028 | | 6,377 | | | 6,350 | | | 6,348 | | | 0.05 | | | |
| National Mentor Holdings, Inc. (7)(10) | | L + | 3.75% | | 4.50% | | 2/18/2028 | | 11,320 | | | 11,038 | | | 10,943 | | | 0.09 | | | |
| Navigator Acquiror, Inc. (4)(7)(9) | | L + | 5.75% | | 6.25% | | 7/16/2027 | | 375,002 | | | 371,541 | | | 373,127 | | | 2.90 | | | |
| Odyssey Holding Company, LLC (4)(11) | | L + | 5.75% | | 6.75% | | 11/16/2025 | | 68,328 | | | 67,902 | | | 68,328 | | | 0.53 | | | |
| Onex TSG Intermediate Corp. (6)(10) | | L + | 4.75% | | 5.50% | | 2/28/2028 | | 15,257 | | | 15,044 | | | 15,273 | | | 0.12 | | | |
| Padagis, LLC (6)(9) | | L + | 4.75% | | 5.25% | | 6/30/2028 | | 10,371 | | | 10,296 | | | 10,338 | | | 0.08 | | | |
| Pathway Vet Alliance, LLC (8) | | L + | 3.75% | | 3.85% | | 3/31/2027 | | 1,985 | | | 1,983 | | | 1,981 | | | 0.02 | | | |
| PetVet Care Centers, LLC (10) | | L + | 3.50% | | 4.25% | | 2/14/2025 | | 31,505 | | | 31,530 | | | 31,540 | | | 0.25 | | | |
| Phoenix Guarantor, Inc. (8) | | L + | 3.25% | | 3.35% | | 3/5/2026 | | 4,754 | | | 4,759 | | | 4,730 | | | 0.04 | | | |
| Phoenix Guarantor, Inc. (8) | | L + | 3.50% | | 3.60% | | 3/5/2026 | | 8,086 | | | 8,086 | | | 8,064 | | | 0.06 | | | |
| Pluto Acquisition I, Inc. (8) | | L + | 4.00% | | 4.18% | | 6/22/2026 | | 398 | | | 398 | | | 397 | | | 0.00 | | | |
| PSKW Intermediate, LLC (4)(11) | | L + | 6.25% | | 7.25% | | 3/9/2026 | | 22,106 | | | 22,106 | | | 22,106 | | | 0.17 | | | |
| Radnet, Inc. (6)(10) | | L + | 3.00% | | 3.75% | | 4/22/2028 | | 4,912 | | | 4,890 | | | 4,918 | | | 0.04 | | | |
| Reverb Buyer, Inc. (7)(9) | | L + | 3.50% | | 4.00% | | 11/1/2028 | | 8,592 | | | 8,546 | | | 8,594 | | | 0.07 | | | |
| Smile Doctors, LLC (4)(7)(10) | | L + | 5.75% | | 6.50% | | 12/23/2028 | | 398,136 | | | 388,413 | | | 388,500 | | | 3.02 | | | |
| Snoopy Bidco, Inc. (4)(7)(10) | | L + | 6.00% | | 6.75% | | 6/1/2028 | | 396,000 | | | 383,095 | | | 388,125 | | | 3.02 | | | |
| Stepping Stones Healthcare Services, LLC (4)(7)(10) | | L + | 5.75% | | 6.50% | | 1/2/2029 | | 132,563 | | | 129,011 | | | 129,008 | | | 1.00 | | | |
| Surgery Centers Holdings, Inc. (6)(10) | | L + | 3.75% | | 4.50% | | 8/31/2026 | | 24,744 | | | 24,721 | | | 24,767 | | | 0.19 | | | |
| The GI Alliance Management, LLC (4)(7)(11) | | L + | 6.25% | | 7.25% | | 11/4/2024 | | 211,618 | | | 208,856 | | | 209,542 | | | 1.63 | | | |
| TTF Holdings, LLC (4)(10) | | L + | 4.25% | | 5.00% | | 3/24/2028 | | 6,551 | | | 6,507 | | | 6,567 | | | 0.05 | | | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | % of Net Assets | | |
| First Lien Debt (continued) | | | | | | | | | | | | | | | | | |
| Health Care Providers & Services (continued) | | | | | | | | | | | | | | | | | |
| Unified Women's Healthcare, LLC (10) | | L + | 4.25% | | 5.00% | | 12/16/2027 | | $ | 20,334 | | | $ | 20,333 | | | $ | 20,382 | | | 0.16 | % | | |
| U.S. Anesthesia Partners, Inc. (9) | | L + | 4.25% | | 4.75% | | 9/22/2028 | | 29,018 | | | 28,878 | | | 28,984 | | | 0.23 | | | |
| US Oral Surgery Management Holdco, LLC (4)(7)(10) | | L + | 5.50% | | 6.25% | | 11/18/2027 | | 131,930 | | | 128,607 | | | 128,952 | | | 1.00 | | | |
| WHCG Purchaser III, Inc. (4)(7)(10) | | L + | 5.75% | | 6.50% | | 6/22/2028 | | 86,559 | | | 84,384 | | | 84,226 | | | 0.66 | | | |
| WP CityMD Bidco, LLC (9) | | L + | 3.25% | | 3.75% | | 11/18/2028 | | 15,000 | | | 14,981 | | | 15,012 | | | 0.12 | | | |
| | | | | | | | | | | 3,278,275 | | | 3,293,479 | | | 25.64 | | | |
| Health Care Technology | | | | | | | | | | | | | | | | | |
| athenahealth, Inc. (8) | | L + | 4.25% | | 4.40% | | 2/11/2026 | | 19,188 | | | 19,298 | | | 19,215 | | | 0.15 | | | |
| Edifecs, Inc. (4)(10) | | L + | 5.50% | | 6.25% | | 9/21/2026 | | 123,323 | | | 120,934 | | | 120,856 | | | 0.94 | | | |
| Edifecs, Inc. (4)(11) | | L + | 7.00% | | 8.00% | | 9/21/2026 | | 29,660 | | | 29,533 | | | 30,549 | | | 0.24 | | | |
| FH MD Buyer, Inc. (10) | | L + | 5.00% | | 5.75% | | 6/16/2028 | | 47,381 | | | 46,937 | | | 47,144 | | | 0.37 | | | |
| GI Ranger Intermediate, LLC (4)(7)(10) | | L + | 6.00% | | 6.75% | | 10/29/2028 | | 117,720 | | | 115,039 | | | 114,970 | | | 0.89 | | | |
| Netsmart Technologies, Inc. (10) | | L + | 4.00% | | 4.75% | | 10/1/2027 | | 24,813 | | | 24,916 | | | 24,900 | | | 0.19 | | | |
| NMC Crimson Holdings, Inc. (4)(7)(10) | | L + | 6.00% | | 6.75% | | 3/1/2028 | | 71,173 | | | 68,879 | | | 69,279 | | | 0.54 | | | |
| Project Ruby Ultimate Parent Corp. (10) | | L + | 3.25% | | 4.00% | | 3/3/2028 | | 8,547 | | | 8,507 | | | 8,549 | | | 0.07 | | | |
| Therapy Brands Holdings, LLC (4)(5)(7)(10) | | L + | 4.00% | | 4.75% | | 5/12/2028 | | 6,357 | | | 6,328 | | | 6,357 | | | 0.05 | | | |
| Verscend Holding Corp. (8) | | L + | 4.00% | | 4.10% | | 8/27/2025 | | 20,423 | | | 20,486 | | | 20,443 | | | 0.16 | | | |
| Waystar Technologies, Inc. (8) | | L + | 4.00% | | 4.10% | | 10/22/2026 | | 23,226 | | | 23,299 | | | 23,236 | | | 0.18 | | | |
| | | | | | | | | | | 484,157 | | | 485,498 | | | 3.78 | | | |
| Hotels, Restaurants & Leisure | | | | | | | | | | | | | | | | | |
| CEC Entertainment, Inc. (5)(8) | | | 6.75% | | 6.75% | | 5/1/2026 | | 79,800 | | | 79,780 | | | 78,287 | | | 0.61 | | | |
| Flynn Restaurant Group LP (9) | | L + | 4.25% | | 4.75% | | 12/1/2028 | | 17,789 | | | 17,641 | | | 17,609 | | | 0.14 | | | |
| IRB Holding Corp. (11) | | L + | 3.25% | | 4.25% | | 12/15/2027 | | 34,705 | | | 34,778 | | | 34,753 | | | 0.27 | | | |
| Tacala Investment Corp. (10) | | L + | 3.50% | | 4.25% | | 2/5/2027 | | 35,473 | | | 35,557 | | | 35,454 | | | 0.28 | | | |
| | | | | | | | | | | 167,756 | | | 166,104 | | | 1.30 | | | |
| Household Durables | | | | | | | | | | | | | | | | | |
| AI Aqua Merger Sub, Inc. (6)(7)(9) | | L + | 4.00% | | 4.50% | | 6/16/2028 | | 16,024 | | | 15,984 | | | 16,097 | | | 0.13 | | | |
| Instant Brands Holdings, Inc. (10) | | L + | 5.00% | | 5.75% | | 4/12/2028 | | 81,813 | | | 80,711 | | | 76,904 | | | 0.60 | | | |
| | | | | | | | | | | 96,694 | | | 93,000 | | | 0.73 | | | |
| Industrial Conglomerates | | | | | | | | | | | | | | | | | |
| Bettcher Industries, Inc. (4)(11) | | SOFR + | 4.00% | | 4.12% | | 12/13/2028 | | 11,316 | | | 11,203 | | | 11,316 | | | 0.09 | | | |
| Engineered Machinery Holdings, Inc. (10) | | L + | 3.75% | | 4.50% | | 5/19/2028 | | 15,525 | | | 15,510 | | | 15,510 | | | 0.12 | | | |
| Excelitas Technologies Corp. (11) | | L + | 3.50% | | 4.50% | | 12/2/2024 | | 22,788 | | | 22,813 | | | 22,902 | | | 0.18 | | | |
| FCG Acquisitions, Inc. (9) | | L + | 3.75% | | 4.25% | | 3/16/2028 | | 23,578 | | | 23,590 | | | 23,549 | | | 0.18 | | | |
| Madison Safety & Flow LLC (8) | | L + | 3.75% | | 4.25% | | 12/14/2028 | | 5,195 | | | 5,169 | | | 5,201 | | | 0.04 | | | |
| Vertical US Newco, Inc. (6)(9) | | L + | 3.50% | | 4.00% | | 7/30/2027 | | 15,650 | | | 15,731 | | | 15,681 | | | 0.12 | | | |
| | | | | | | | | | | 94,015 | | | 94,160 | | | 0.73 | | | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | % of Net Assets | | |
| First Lien Debt (continued) | | | | | | | | | | | | | | | | | |
| Insurance | | | | | | | | | | | | | | | | | |
| Acrisure, LLC (8) | | L + | 3.50% | | 3.72% | | 2/15/2027 | | $ | 1,985 | | | $ | 1,970 | | | $ | 1,966 | | | 0.02 | % | | |
| Acrisure, LLC (9) | | L + | 3.75% | | 4.25% | | 2/15/2027 | | 12,180 | | | 12,078 | | | 12,180 | | | 0.09 | | | |
| Acrisure, LLC (9) | | L + | 4.25% | | 4.75% | | 2/15/2027 | | 6,849 | | | 6,799 | | | 6,858 | | | 0.05 | | | |
| Alera Group, Inc. (4)(7)(10) | | L + | 5.50% | | 6.25% | | 9/30/2028 | | 70,556 | | | 69,671 | | | 69,642 | | | 0.54 | | | |
| Alliant Holdings Intermediate, LLC (8) | | L + | 3.25% | | 3.35% | | 5/9/2025 | | 8,017 | | | 8,008 | | | 7,947 | | | 0.06 | | | |
| Alliant Holdings Intermediate, LLC (9) | | L + | 3.50% | | 4.00% | | 10/8/2027 | | 13,351 | | | 13,335 | | | 13,354 | | | 0.10 | | | |
| AssuredPartners, Inc. (9) | | L + | 3.50% | | 4.00% | | 2/12/2027 | | 30,484 | | | 30,255 | | | 30,479 | | | 0.24 | | | |
| Baldwin Risk Partners, LLC (6)(9) | | L + | 3.50% | | 4.00% | | 10/14/2027 | | 10,448 | | | 10,398 | | | 10,409 | | | 0.08 | | | |
| Benefytt Technologies, Inc. (4)(7)(10) | | L + | 6.00% | | 6.75% | | 8/12/2027 | | 94,500 | | | 92,464 | | | 92,341 | | | 0.72 | | | |
| BroadStreet Partners, Inc. (8) | | L + | 3.00% | | 3.10% | | 1/27/2027 | | 7,919 | | | 7,917 | | | 7,831 | | | 0.06 | | | |
| Foundation Risk Partners Corp. (4)(7)(10) | | L + | 5.75% | | 6.50% | | 10/29/2028 | | 97,144 | | | 95,523 | | | 95,418 | | | 0.74 | | | |
| Galway Borrower, LLC (4)(7)(10) | | L + | 5.25% | | 6.00% | | 9/24/2028 | | 238,194 | | | 233,541 | | | 233,365 | | | 1.82 | | | |
| High Street Buyer, Inc. (4)(7)(10) | | L + | 6.00% | | 6.75% | | 4/14/2028 | | 92,587 | | | 90,757 | | | 90,519 | | | 0.70 | | | |
| Howden Group Holdings Limited (6)(10) | | L + | 3.25% | | 4.00% | | 11/12/2027 | | 14,040 | | | 14,011 | | | 14,001 | | | 0.11 | | | |
| HUB International Limited (10) | | L + | 3.25% | | 4.00% | | 4/25/2025 | | 12,595 | | | 12,576 | | | 12,610 | | | 0.10 | | | |
| HUB International Limited (8) | | L + | 2.75% | | 2.87% | | 4/25/2025 | | 2,969 | | | 2,970 | | | 2,939 | | | 0.02 | | | |
| Integrity Marketing Acquisition, LLC (4)(7)(10) | | L + | 5.50% | | 6.25% | | 8/27/2025 | | 36,854 | | | 35,775 | | | 36,165 | | | 0.28 | | | |
| Integrity Marketing Acquisition, LLC (4)(11) | | L + | 5.75% | | 6.75% | | 8/27/2025 | | 39,758 | | | 39,280 | | | 39,659 | | | 0.31 | | | |
| Jones Deslauriers Insurance Management, Inc. (6)(7)(10) | | C + | 4.25% | | 5.00% | | 3/28/2028 | | C$ | 81,932 | | | 63,941 | | | 64,639 | | | 0.50 | | | |
| NFP Corp. (8) | | L + | 3.25% | | 3.35% | | 2/15/2027 | | 9,525 | | | 9,506 | | | 9,388 | | | 0.07 | | | |
| PGIS Intermediate Holdings, LLC (4)(7)(10) | | L + | 5.50% | | 6.25% | | 10/14/2028 | | 64,080 | | | 62,478 | | | 62,505 | | | 0.49 | | | |
| RSC Acquisition, Inc. (4)(5)(6)(7)(10) | | L + | 5.50% | | 6.25% | | 10/30/2026 | | 24,096 | | | 23,610 | | | 24,034 | | | 0.19 | | | |
| SG Acquisition, Inc. (4)(9) | | L + | 5.00% | | 5.50% | | 1/27/2027 | | 100,946 | | | 100,383 | | | 100,694 | | | 0.78 | | | |
| Tennessee Bidco Limited (4)(5)(6)(7)(8) | | S + | 7.00% | | 7.05% | | 8/3/2028 | | £ | 77,545 | | | 102,899 | | | 101,517 | | | 0.79 | | | |
| Tennessee Bidco Limited (4)(6)(8) | | L + | 7.00% | | 7.15% | | 8/3/2028 | | 194,958 | | | 189,838 | | | 189,110 | | | 1.47 | | | |
| | | | | | | | | | | 1,329,987 | | | 1,329,568 | | | 10.33 | | | |
| Interactive Media & Services | | | | | | | | | | | | | | | | | |
| Bungie, Inc. (4)(11) | | L + | 6.25% | | 7.25% | | 8/28/2024 | | 2,500 | | | 2,500 | | | 2,500 | | | 0.02 | | | |
| Cengage Learning, Inc. (11) | | L + | 4.75% | | 5.75% | | 6/29/2026 | | 18,953 | | | 18,758 | | | 19,028 | | | 0.15 | | | |
| MH Sub I, LLC (11) | | L + | 3.75% | | 4.75% | | 9/13/2024 | | 34,088 | | | 34,142 | | | 34,201 | | | 0.27 | | | |
| Project Boost Purchaser, LLC (8) | | L + | 3.50% | | 3.60% | | 6/1/2026 | | 990 | | | 990 | | | 990 | | | 0.01 | | | |
| Project Boost Purchaser, LLC (9) | | L + | 3.50% | | 4.00% | | 6/1/2026 | | 10,468 | | | 10,442 | | | 10,481 | | | 0.08 | | | |
| SurveyMonkey, Inc. (6)(8) | | L + | 3.75% | | 3.86% | | 10/10/2025 | | 6,829 | | | 6,823 | | | 6,804 | | | 0.05 | | | |
| | | | | | | | | | | 73,656 | | | 74,005 | | | 0.58 | | | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | % of Net Assets | | |
| First Lien Debt (continued) | | | | | | | | | | | | | | | | | |
| Internet & Direct Marketing Retail | | | | | | | | | | | | | | | | | |
| Donuts, Inc. (4)(11) | | L + | 6.00% | | 7.00% | | 12/29/2026 | | $ | 113,838 | | | $ | 111,902 | | | $ | 113,268 | | | 0.88 | % | | |
| Prodege International Holdings, LLC (4)(7)(10) | | L + | 5.75% | | 6.50% | | 12/15/2027 | | 491,000 | | | 479,825 | | | 479,737 | | | 3.73 | | | |
| Shutterfly, LLC (4)(10) | | L + | 5.00% | | 5.75% | | 9/25/2026 | | 160,969 | | | 159,357 | | | 159,761 | | | 1.24 | | | |
| Wireless Vision, LLC (4)(11) | | L + | 5.50% | | 6.50% | | 12/30/2025 | | 22,715 | | | 22,715 | | | 22,715 | | | 0.18 | | | |
| | | | | | | | | | | 773,799 | | | 775,483 | | | 6.03 | | | |
| IT Services | | | | | | | | | | | | | | | | | |
| Ahead DB Holdings, LLC (5)(10) | | L + | 3.75% | | 4.50% | | 10/18/2027 | | 2,596 | | | 2,609 | | | 2,603 | | | 0.02 | | | |
| AI Altius Bidco, Inc. (4)(5)(6)(7)(10) | | L + | 5.50% | | 6.25% | | 12/1/2028 | | 144,577 | | | 141,353 | | | 141,338 | | | 1.10 | | | |
| AI Altius Bidco, Inc. (4)(6)(7)(8) | | | 9.75% | | 9.75% | | 12/1/2028 | | 21,205 | | | 20,571 | | | 20,568 | | | 0.16 | | | |
| Dcert Buyer, Inc. (8) | | L + | 4.00% | | 4.10% | | 10/16/2026 | | 13,244 | | | 13,263 | | | 13,236 | | | 0.10 | | | |
| Endurance International Group Holdings, Inc. (10) | | L + | 3.50% | | 4.25% | | 2/10/2028 | | 31,555 | | | 31,393 | | | 31,333 | | | 0.24 | | | |
| Ensono Holdings, LLC (10) | | L + | 4.00% | | 4.75% | | 5/19/2028 | | 41,033 | | | 40,949 | | | 41,054 | | | 0.32 | | | |
| Inovalon Holdings, Inc. (4)(7)(10) | | L + | 5.75% | | 6.50% | | 11/24/2028 | | 931,793 | | | 907,468 | | | 907,254 | | | 7.06 | | | |
| Park Place Technologies, LLC (4)(11) | | L + | 5.00% | | 6.00% | | 11/10/2027 | | 40,362 | | | 39,483 | | | 40,370 | | | 0.31 | | | |
| Razor Holdco, LLC (4)(10) | | L + | 5.75% | | 6.50% | | 10/25/2027 | | 191,200 | | | 187,495 | | | 187,376 | | | 1.46 | | | |
| Red River Technology, LLC (4)(7)(11) | | L + | 6.00% | | 7.00% | | 5/26/2027 | | 150,822 | | | 148,448 | | | 145,920 | | | 1.14 | | | |
| Sabre GLBL, Inc. (6)(9) | | L + | 3.50% | | 4.00% | | 12/17/2027 | | 12,227 | | | 12,197 | | | 12,089 | | | 0.09 | | | |
| TierPoint, LLC (10) | | L + | 3.75% | | 4.50% | | 5/6/2026 | | 19,767 | | | 19,658 | | | 19,800 | | | 0.15 | | | |
| Turing Holdco, Inc. (4)(6)(7)(8) | | L + | 6.00% | | 6.13% | | 8/3/2028 | | 28,975 | | | 30,407 | | | 30,009 | | | 0.23 | | | |
| Virtusa Corp. (10) | | L + | 3.75% | | 4.50% | | 2/11/2028 | | 19,367 | | | 19,370 | | | 19,452 | | | 0.15 | | | |
| | | | | | | | | | | 1,614,663 | | | 1,612,403 | | | 12.53 | | | |
| Leisure Products | | | | | | | | | | | | | | | | | |
| Alterra Mountain Company (9) | | L + | 3.50% | | 4.00% | | 8/17/2028 | | 4,988 | | | 5,003 | | | 4,988 | | | 0.04 | | | |
| Lew's Intermediate Holdings, LLC (4)(10) | | L + | 5.00% | | 5.75% | | 1/26/2028 | | 26,202 | | | 25,972 | | | 26,136 | | | 0.20 | | | |
| Lucky Bucks, LLC (6)(10) | | L + | 5.50% | | 6.25% | | 7/21/2027 | | 58,000 | | | 56,906 | | | 57,130 | | | 0.44 | | | |
| Recess Holdings, Inc. (11) | | L + | 3.75% | | 4.75% | | 9/30/2024 | | 19,824 | | | 19,800 | | | 19,768 | | | 0.15 | | | |
| | | | | | | | | | | 107,681 | | | 108,022 | | | 0.83 | | | |
| Life Sciences Tools & Services | | | | | | | | | | | | | | | | | |
| Cambrex Corp. (10) | | L + | 3.50% | | 4.25% | | 12/4/2026 | | 15,136 | | | 15,199 | | | 15,169 | | | 0.12 | | | |
| Curia Global, Inc. (10) | | L + | 3.75% | | 4.50% | | 8/30/2026 | | 32,868 | | | 32,900 | | | 32,950 | | | 0.26 | | | |
| LSCS Holdings, Inc. (9) | | L + | 4.50% | | 5.00% | | 12/16/2028 | | 15,748 | | | 15,664 | | | 15,772 | | | 0.12 | | | |
| Maravai Intermediate Holdings, LLC (6)(11) | | L + | 3.75% | | 4.75% | | 10/19/2027 | | 1,978 | | | 2,000 | | | 1,989 | | | 0.02 | | | |
| Packaging Coordinators Midco, Inc. (10) | | L + | 3.75% | | 4.50% | | 11/30/2027 | | 10,694 | | | 10,683 | | | 10,707 | | | 0.08 | | | |
| | | | | | | | | | | 76,446 | | | 76,588 | | | 0.60 | | | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | % of Net Assets | | |
| First Lien Debt (continued) | | | | | | | | | | | | | | | | | |
| Machinery | | | | | | | | | | | | | | | | | |
| Apex Tool Group, LLC (12) | | L + | 5.50% | | 6.75% | | 8/1/2024 | | $ | 70,120 | | | $ | 70,206 | | | $ | 68,987 | | | 0.54 | % | | |
| ASP Blade Holdings, Inc. (9) | | L + | 4.00% | | 4.50% | | 10/13/2028 | | 5,000 | | | 4,973 | | | 5,006 | | | 0.04 | | | |
| MHE Intermediate Holdings, LLC (4)(5)(7)(11) | | L + | 5.75% | | 6.75% | | 7/21/2027 | | 9,912 | | | 9,709 | | | 9,700 | | | 0.08 | | | |
| Phoenix Services Merger Sub, LLC (11) | | L + | 3.75% | | 4.75% | | 3/1/2025 | | 5,938 | | | 5,917 | | | 5,907 | | | 0.05 | | | |
| Pro Mach Group, Inc. (7)(11) | | L + | 4.00% | | 5.00% | | 8/31/2028 | | 16,527 | | | 16,505 | | | 16,614 | | | 0.13 | | | |
| | | | | | | | | | | 107,311 | | | 106,214 | | | 0.84 | | | |
| Marine | | | | | | | | | | | | | | | | | |
| Armada Parent, Inc. (4)(7)(10) | | L + | 5.75% | | 6.50% | | 10/29/2027 | | 227,250 | | | 222,139 | | | 221,985 | | | 1.73 | | | |
| Media | | | | | | | | | | | | | | | | | |
| Altice Financing S.A. (5)(6)(8) | | | 5.75% | | 5.75% | | 8/15/2029 | | 994 | | | 1,004 | | | 986 | | | 0.01 | | | |
| Digital Media Solutions, LLC (6)(10) | | L + | 5.00% | | 5.75% | | 5/24/2026 | | 32,818 | | | 32,093 | | | 32,633 | | | 0.25 | | | |
| McGraw-Hill Education, Inc. (9) | | L + | 4.75% | | 5.25% | | 7/28/2028 | | 28,790 | | | 28,514 | | | 28,704 | | | 0.22 | | | |
| Radiate Holdco, LLC (10) | | L + | 3.25% | | 4.00% | | 9/25/2026 | | 27,000 | | | 26,934 | | | 26,944 | | | 0.21 | | | |
| Terrier Media Buyer, Inc. (8) | | L + | 3.50% | | 3.60% | | 12/17/2026 | | 4,697 | | | 4,697 | | | 4,681 | | | 0.04 | | | |
| Univision Communications, Inc. (10) | | L + | 3.25% | | 4.00% | | 3/15/2026 | | 14,860 | | | 14,838 | | | 14,912 | | | 0.12 | | | |
| | | | | | | | | | | 108,079 | | | 108,860 | | | 0.85 | | | |
| Metals & Mining | | | | | | | | | | | | | | | | | |
| American Rock Salt Company, LLC (10) | | L + | 4.00% | | 4.75% | | 6/4/2028 | | 20,895 | | | 20,877 | | | 20,869 | | | 0.16 | | | |
| SCIH Salt Holdings, Inc. (10) | | L + | 4.00% | | 4.75% | | 3/16/2027 | | 29,854 | | | 29,802 | | | 29,612 | | | 0.23 | | | |
| | | | | | | | | | | 50,679 | | | 50,481 | | | 0.39 | | | |
| Oil, Gas & Consumable Fuels | | | | | | | | | | | | | | | | | |
| Eagle Midstream Canada Finance, Inc. (4)(6)(13) | | L + | 6.25% | | 7.75% | | 11/26/2024 | | 36,013 | | | 35,593 | | | 36,013 | | | 0.28 | | | |
| Freeport LNG Investments, LLLP (9) | | L + | 3.50% | | 4.00% | | 12/21/2028 | | 4,230 | | | 4,190 | | | 4,195 | | | 0.03 | | | |
| Lucid Energy Group II Borrower, LLC (6)(10) | | L + | 4.25% | | 5.00% | | 11/24/2028 | | 14,988 | | | 14,839 | | | 14,830 | | | 0.12 | | | |
| | | | | | | | | | | 54,622 | | | 55,038 | | | 0.43 | | | |
| Paper & Forest Products | | | | | | | | | | | | | | | | | |
| Profile Products, LLC (4)(7)(10) | | L + | 5.50% | | 6.25% | | 11/12/2027 | | 115,420 | | | 112,583 | | | 112,517 | | | 0.88 | | | |
| Pharmaceuticals | | | | | | | | | | | | | | | | | |
| ANI Pharmaceuticals, Inc. (6)(10) | | L + | 6.00% | | 6.75% | | 4/27/2028 | | 38,680 | | | 37,831 | | | 38,857 | | | 0.30 | | | |
| Jazz Pharmaceuticals, Inc. (6)(9) | | L + | 3.50% | | 4.00% | | 4/21/2028 | | 5,985 | | | 5,957 | | | 6,015 | | | 0.05 | | | |
| Sharp Midco, LLC (4)(9) | | L + | 4.00% | | 4.50% | | 12/14/2028 | | 5,323 | | | 5,309 | | | 5,329 | | | 0.04 | | | |
| | | | | | | | | | | 49,097 | | | 50,201 | | | 0.39 | | | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | % of Net Assets | | |
| First Lien Debt (continued) | | | | | | | | | | | | | | | | | |
| Professional Services | | | | | | | | | | | | | | | | | |
| ALKU, LLC (4)(10) | | L + | 5.25% | | 6.00% | | 3/1/2028 | | $ | 164,239 | | | $ | 162,776 | | | $ | 163,418 | | | 1.27 | % | | |
| Aqgen Island Holdings, Inc. (9) | | L + | 3.50% | | 4.00% | | 5/20/2028 | | 34,000 | | | 33,854 | | | 33,915 | | | 0.26 | | | |
| Armor Holdco, Inc. (6)(9) | | L + | 4.50% | | 5.00% | | 12/11/2028 | | 3,636 | | | 3,600 | | | 3,653 | | | 0.03 | | | |
| Ascend Performance Materials Operations, LLC (10) | | L + | 4.75% | | 5.50% | | 8/27/2026 | | 4,962 | | | 5,034 | | | 4,998 | | | 0.04 | | | |
| BMC Acquisition, Inc. (11) | | L + | 5.25% | | 6.25% | | 12/28/2024 | | 4,717 | | | 4,704 | | | 4,699 | | | 0.04 | | | |
| BPPH2 Limited (4)(6)(8) | | S + | 6.75% | | 6.92% | | 3/2/2028 | | 40,700 | | | 54,988 | | | 55,653 | | | 0.43 | | | |
| Camelot US Acquisition, LLC (5)(6)(11) | | L + | 3.00% | | 4.00% | | 10/30/2026 | | 4,950 | | | 4,967 | | | 4,953 | | | 0.04 | | | |
| Cast & Crew Payroll, LLC (8) | | L + | 3.50% | | 3.60% | | 2/9/2026 | | 1,985 | | | 1,965 | | | 1,987 | | | 0.02 | | | |
| Cast & Crew Payroll, LLC (9) | | L + | 3.75% | | 4.25% | | 12/9/2028 | | 5,000 | | | 4,988 | | | 5,009 | | | 0.04 | | | |
| CFGI Holdings, LLC (4)(6)(7)(10) | | L + | 5.25% | | 6.00% | | 11/1/2027 | | 145,825 | | | 142,379 | | | 142,282 | | | 1.11 | | | |
| Claims Automation Intermediate 2, LLC (4)(7)(10) | | L + | 4.75% | | 5.50% | | 12/16/2027 | | 45,833 | | | 43,702 | | | 43,686 | | | 0.34 | | | |
| Clearview Buyer, Inc. (4)(7)(10) | | L + | 5.25% | | 6.00% | | 8/26/2027 | | 156,053 | | | 152,720 | | | 152,520 | | | 1.19 | | | |
| Deerfield Dakota Holding, LLC (11) | | L + | 3.75% | | 4.75% | | 4/9/2027 | | 21,998 | | | 22,078 | | | 22,051 | | | 0.17 | | | |
| Emerald US, Inc. (6)(8) | | L + | 3.25% | | 3.47% | | 7/12/2028 | | 3,929 | | | 3,925 | | | 3,912 | | | 0.03 | | | |
| Guidehouse LLP (4)(7)(10) | | L + | 5.50% | | 6.25% | | 10/16/2028 | | 1,210,823 | | | 1,199,067 | | | 1,198,715 | | | 9.33 | | | |
| HIG Orca Acquisition Holdings, Inc. (4)(7)(11) | | L + | 6.00% | | 7.00% | | 8/17/2027 | | 100,569 | | | 98,500 | | | 98,282 | | | 0.76 | | | |
| IG Investments Holdings, LLC (4)(7)(10) | | L + | 6.00% | | 6.75% | | 9/22/2028 | | 596,565 | | | 584,680 | | | 592,797 | | | 4.61 | | | |
| Inmar, Inc. (11) | | L + | 4.00% | | 5.00% | | 5/1/2024 | | 16,004 | | | 15,992 | | | 16,012 | | | 0.12 | | | |
| Kaufman Hall & Associates, LLC (4)(7)(10) | | L + | 5.50% | | 6.25% | | 12/14/2028 | | 78,000 | | | 76,254 | | | 76,242 | | | 0.59 | | | |
| Kwor Acquisition, Inc. (4)(7)(10) | | L + | 5.25% | | 6.00% | | 12/22/2028 | | 89,024 | | | 87,530 | | | 87,524 | | | 0.68 | | | |
| Material Holdings, LLC (4)(7)(10) | | L + | 5.75% | | 6.50% | | 8/19/2027 | | 246,741 | | | 241,860 | | | 241,539 | | | 1.88 | | | |
| Minotaur Acquisition, Inc. (8) | | L + | 4.75% | | 4.85% | | 3/27/2026 | | 18,566 | | | 18,560 | | | 18,496 | | | 0.14 | | | |
| National Intergovernmental Purchasing Alliance Co. (8) | | L + | 3.50% | | 3.72% | | 5/23/2025 | | 5,032 | | | 5,010 | | | 5,009 | | | 0.04 | | | |
| Sherlock Buyer Corp. (4)(7)(8) | | L + | 5.75% | | 5.75% | | 12/8/2028 | | 34,551 | | | 33,668 | | | 33,660 | | | 0.26 | | | |
| Trans Union, LLC (9) | | L + | 2.25% | | 2.75% | | 12/1/2028 | | 8,119 | | | 8,098 | | | 8,108 | | | 0.06 | | | |
| Trinity Air Consultants Holdings Corp. (4)(7)(10) | | L + | 5.25% | | 6.00% | | 6/29/2027 | | 147,943 | | | 144,779 | | | 144,486 | | | 1.12 | | | |
| Trinity Partners Holdings, LLC (4)(7)(10) | | L + | 5.75% | | 6.50% | | 12/21/2028 | | 367,966 | | | 359,553 | | | 359,517 | | | 2.80 | | | |
| VT Topco, Inc. (7)(10) | | L + | 3.75% | | 4.50% | | 8/1/2025 | | 14,552 | | | 14,469 | | | 14,556 | | | 0.11 | | | |
| West Monroe Partners, LLC (4)(7)(10) | | L + | 5.50% | | 6.25% | | 11/8/2028 | | 735,429 | | | 721,023 | | | 720,229 | | | 5.60 | | | |
| | | | | | | | | | | 4,250,725 | | | 4,257,909 | | | 33.11 | | | |
| Real Estate Management & Development | | | | | | | | | | | | | | | | | |
| Cumming Group, Inc. (4)(7)(11) | | L + | 5.75% | | 6.75% | | 5/26/2027 | | 135,721 | | | 132,398 | | | 135,243 | | | 1.05 | | | |
| McCarthy & Stone PLC (5)(6)(8) | | | 7.00% | | 7.00% | | 12/16/2025 | | £ | 20,000 | | | 28,004 | | | 26,936 | | | 0.21 | | | |
| Progress Residential PM Holdings, LLC (4)(7)(10) | | L + | 6.25% | | 7.00% | | 2/16/2028 | | 70,324 | | | 68,756 | | | 71,027 | | | 0.55 | | | |
| | | | | | | | | | | 229,158 | | | 233,206 | | | 1.81 | | | |
| Road & Rail | | | | | | | | | | | | | | | | | |
| Gruden Acquisition, Inc. (4)(7)(11) | | L + | 5.25% | | 6.25% | | 7/1/2028 | | 78,593 | | | 76,447 | | | 76,286 | | | 0.59 | | | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | % of Net Assets | | |
| First Lien Debt (continued) | | | | | | | | | | | | | | | | | |
| Software | | | | | | | | | | | | | | | | | |
| 2U, Inc. (6)(10) | | L + | 5.75% | | 6.50% | | 11/30/2024 | | $ | 76,224 | | | $ | 75,188 | | | $ | 76,033 | | | 0.59 | % | | |
| Apex Group Treasury, LLC (6)(9) | | L + | 3.75% | | 4.25% | | 7/27/2028 | | 18,393 | | | 18,341 | | | 18,387 | | | 0.14 | | | |
| Apttus Corp. (10) | | L + | 4.25% | | 5.00% | | 4/27/2028 | | 13,467 | | | 13,475 | | | 13,517 | | | 0.11 | | | |
| AxiomSL Group, Inc. (4)(7)(11) | | L + | 6.00% | | 7.00% | | 12/3/2027 | | 79,013 | | | 77,385 | | | 77,203 | | | 0.60 | | | |
| Belfor Holdings, Inc. (4)(8) | | L + | 3.75% | | 3.85% | | 4/6/2026 | | 4,962 | | | 4,980 | | | 4,974 | | | 0.04 | | | |
| Boxer Parent Company, Inc. (8) | | L + | 3.75% | | 3.97% | | 10/2/2025 | | 11,997 | | | 11,996 | | | 11,937 | | | 0.09 | | | |
| Brave Parent Holdings, Inc. (8) | | L + | 4.00% | | 4.10% | | 4/18/2025 | | 2,977 | | | 2,978 | | | 2,976 | | | 0.02 | | | |
| Byjus Alpha, Inc. (6)(10) | | L + | 5.50% | | 6.25% | | 11/5/2026 | | 50,000 | | | 49,229 | | | 50,729 | | | 0.39 | | | |
| Cloudera, Inc. (9) | | L + | 3.75% | | 4.25% | | 8/9/2028 | | 23,556 | | | 23,328 | | | 23,523 | | | 0.18 | | | |
| Connatix Buyer, Inc. (4)(7)(10) | | L + | 5.50% | | 6.25% | | 7/14/2027 | | 113,154 | | | 110,466 | | | 110,238 | | | 0.86 | | | |
| CoreLogic, Inc. (9) | | L + | 3.50% | | 4.00% | | 6/2/2028 | | 14,529 | | | 14,480 | | | 14,536 | | | 0.11 | | | |
| Cornerstone OnDemand, Inc. (9) | | L + | 3.75% | | 4.25% | | 10/16/2028 | | 9,836 | | | 9,788 | | | 9,820 | | | 0.08 | | | |
| Delta Topco, Inc. (10) | | L + | 3.75% | | 4.50% | | 12/1/2027 | | 22,388 | | | 22,475 | | | 22,440 | | | 0.17 | | | |
| Diligent Corporation (4)(11) | | L + | 5.75% | | 6.75% | | 8/4/2025 | | 89,325 | | | 88,292 | | | 88,655 | | | 0.69 | | | |
| ECI Macola Max Holding, LLC (6)(10) | | L + | 3.75% | | 4.50% | | 11/9/2027 | | 30,011 | | | 30,072 | | | 30,063 | | | 0.23 | | | |
| EP Purchaser, LLC (9) | | L + | 3.50% | | 4.00% | | 11/6/2028 | | 6,947 | | | 6,918 | | | 6,959 | | | 0.05 | | | |
| Epicor Software Corp. (10) | | L + | 3.25% | | 4.00% | | 7/30/2027 | | 9,037 | | | 9,060 | | | 9,041 | | | 0.07 | | | |
| Episerver, Inc. (4)(7)(11) | | L + | 5.50% | | 6.50% | | 4/9/2026 | | 25,356 | | | 24,884 | | | 24,765 | | | 0.19 | | | |
| Experity, Inc. (4)(7)(10) | | L + | 5.50% | | 6.25% | | 7/22/2027 | | 76,743 | | | 75,165 | | | 75,038 | | | 0.58 | | | |
| Flexera Software, LLC (10) | | L + | 3.75% | | 4.50% | | 1/26/2028 | | 16,393 | | | 16,426 | | | 16,425 | | | 0.13 | | | |
| GI Consilio Parent, LLC (7)(9) | | L + | 4.00% | | 4.50% | | 4/30/2028 | | 19,192 | | | 18,478 | | | 19,016 | | | 0.15 | | | |
| Gigamon Inc. (10) | | L + | 3.75% | | 4.50% | | 12/27/2024 | | 22,565 | | | 22,603 | | | 22,610 | | | 0.18 | | | |
| GovernmentJobs.com, Inc. (4)(6)(7)(10) | | L + | 5.50% | | 6.25% | | 12/1/2028 | | 145,966 | | | 142,065 | | | 142,025 | | | 1.10 | | | |
| GraphPAD Software, LLC (4)(7)(11) | | L + | 5.50% | | 6.50% | | 4/27/2027 | | 35,804 | | | 35,270 | | | 35,318 | | | 0.27 | | | |
| Greeneden U.S. Holdings II, LLC (10) | | L + | 4.00% | | 4.75% | | 12/1/2027 | | 34,775 | | | 34,908 | | | 34,938 | | | 0.27 | | | |
| HS Purchaser, LLC (10) | | L + | 4.00% | | 4.75% | | 11/19/2026 | | 30,955 | | | 30,988 | | | 30,909 | | | 0.24 | | | |
| Hyland Software, Inc. (10) | | L + | 3.50% | | 4.25% | | 7/1/2024 | | 23,314 | | | 23,362 | | | 23,431 | | | 0.18 | | | |
| Idera, Inc. (10) | | L + | 3.75% | | 4.50% | | 2/4/2028 | | 41,607 | | | 41,506 | | | 41,626 | | | 0.32 | | | |
| Imperva, Inc. (11) | | L + | 4.00% | | 5.00% | | 1/12/2026 | | 19,317 | | | 19,404 | | | 19,316 | | | 0.15 | | | |
| Imprivata, Inc. (9) | | L + | 3.50% | | 4.00% | | 12/1/2027 | | 3,980 | | | 3,992 | | | 3,982 | | | 0.03 | | | |
| ION Trading Finance Ltd. (6)(8) | | L + | 4.75% | | 4.97% | | 3/26/2028 | | 18,310 | | | 18,305 | | | 18,381 | | | 0.14 | | | |
| Ivanti Software, Inc. (10) | | L + | 4.00% | | 4.75% | | 12/1/2027 | | 3,993 | | | 3,985 | | | 3,979 | | | 0.03 | | | |
| Ivanti Software, Inc. (11) | | L + | 4.75% | | 5.75% | | 12/1/2027 | | 14,357 | | | 14,328 | | | 14,397 | | | 0.11 | | | |
| LD Lower Holdings, Inc. (4)(7)(11) | | L + | 6.50% | | 7.50% | | 2/8/2026 | | 118,976 | | | 116,974 | | | 117,786 | | | 0.92 | | | |
| MA FinanceCom, LLC (6)(11) | | L + | 4.25% | | 5.25% | | 6/5/2025 | | 4,936 | | | 4,999 | | | 5,013 | | | 0.04 | | | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | % of Net Assets | | |
| First Lien Debt (continued) | | | | | | | | | | | | | | | | | |
| Software (continued) | | | | | | | | | | | | | | | | | |
| Mandolin Technology Intermediate Holdings, Inc. (4)(7)(9) | | L + | 3.75% | | 4.25% | | 7/6/2028 | | $ | 78,300 | | | $ | 77,094 | | | $ | 77,018 | | | 0.60 | % | | |
| Maverick Acquisition, Inc. (4)(5)(7)(11) | | L + | 6.00% | | 7.00% | | 6/1/2027 | | 49,180 | | | 48,049 | | | 48,526 | | | 0.38 | | | |
| Maverick Acquisition, Inc. (5)(10) | | L + | 3.75% | | 4.50% | | 4/28/2028 | | 17,000 | | | 16,922 | | | 17,032 | | | 0.13 | | | |
| Medallia, Inc. (4)(6)(10) | | L + | 6.75% | | 7.50% | | 10/29/2028 | | 677,068 | | | 663,808 | | | 663,527 | | | 5.16 | | | |
| Mic Glen, LLC (9) | | L + | 3.50% | | 4.00% | | 7/21/2028 | | 4,011 | | | 3,991 | | | 3,990 | | | 0.03 | | | |
| Mobileum, Inc. (4)(11) | | L + | 4.75% | | 5.75% | | 8/12/2024 | | 48,574 | | | 48,059 | | | 48,387 | | | 0.38 | | | |
| Monk Holding Co. (4)(7)(10) | | L + | 5.75% | | 6.50% | | 12/1/2027 | | 92,268 | | | 89,502 | | | 89,533 | | | 0.70 | | | |
| MRI Software, LLC (7)(11) | | L + | 5.50% | | 6.50% | | 2/10/2026 | | 13,261 | | | 13,185 | | | 13,244 | | | 0.10 | | | |
| Nintex Topco Limited (4)(6)(10) | | L + | 5.75% | | 6.50% | | 11/13/2028 | | 655,025 | | | 642,181 | | | 641,925 | | | 4.99 | | | |
| Paya Holdings III, LLC (4)(5)(6)(7)(10) | | L + | 3.25% | | 4.00% | | 6/16/2028 | | 9,476 | | | 9,314 | | | 9,433 | | | 0.07 | | | |
| Perforce Software, Inc. (8) | | L + | 3.75% | | 3.85% | | 7/1/2026 | | 11,681 | | | 11,674 | | | 11,608 | | | 0.09 | | | |
| Project Alpha Intermediate Holding, Inc. (8) | | L + | 4.00% | | 4.11% | | 4/26/2024 | | 23,781 | | | 23,846 | | | 23,848 | | | 0.19 | | | |
| Project Leopard Holdings, Inc. (11) | | L + | 4.75% | | 5.75% | | 7/7/2024 | | 25,787 | | | 25,843 | | | 25,851 | | | 0.20 | | | |
| Quest Software US Holdings, Inc. (6)(8) | | L + | 4.25% | | 4.38% | | 5/16/2025 | | 26,966 | | | 26,950 | | | 26,976 | | | 0.21 | | | |
| Relativity ODA, LLC (4)(7)(11) | | L + | 7.50% PIK | | 8.50% | | 5/12/2027 | | 44,197 | | | 43,150 | | | 43,460 | | | 0.34 | | | |
| Rocket Software, Inc. (8) | | L + | 4.25% | | 4.35% | | 11/28/2025 | | 14,840 | | | 14,864 | | | 14,780 | | | 0.11 | | | |
| Rocket Software, Inc. (9) | | L + | 4.25% | | 4.75% | | 11/28/2025 | | 8,292 | | | 8,106 | | | 8,293 | | | 0.06 | | | |
| S2P Acquisition Borrower, Inc. (6)(8) | | L + | 4.00% | | 4.10% | | 8/14/2026 | | 2,970 | | | 2,979 | | | 2,971 | | | 0.02 | | | |
| Sovos Compliance, LLC (6)(7)(9) | | L + | 4.50% | | 5.00% | | 7/29/2028 | | 12,567 | | | 12,537 | | | 12,623 | | | 0.10 | | | |
| SpecialtyCare, Inc. (4)(7)(11) | | L + | 5.75% | | 6.75% | | 6/18/2028 | | 69,276 | | | 67,114 | | | 67,858 | | | 0.53 | | | |
| Spitfire Parent, Inc. (4)(7)(11) | | L + | 5.50% | | 6.50% | | 3/11/2027 | | 106,399 | | | 104,361 | | | 105,197 | | | 0.82 | | | |
| Spitfire Parent, Inc. (4)(11) | | L + | 5.50% | | 6.50% | | 3/11/2027 | | € | 19,403 | | | 23,040 | | | 21,844 | | | 0.17 | | | |
| Stamps.com, Inc. (4)(10) | | L + | 5.75% | | 6.50% | | 10/5/2028 | | 860,712 | | | 844,090 | | | 843,498 | | | 6.56 | | | |
| Stamps.com, Inc. (4)(10) | | L + | 5.75% | | 6.50% | | 10/5/2028 | | 10,123 | | | 9,922 | | | 9,921 | | | 0.08 | | | |
| Surf Holdings, LLC (6)(8) | | L + | 3.50% | | 3.69% | | 3/5/2027 | | 6,445 | | | 6,449 | | | 6,404 | | | 0.05 | | | |
| Tegra118 Wealth Solutions, Inc. (8) | | L + | 4.00% | | 4.16% | | 2/18/2027 | | 3,960 | | | 3,986 | | | 3,967 | | | 0.03 | | | |
| The NPD Group L.P. (4)(6)(7)(10) | | L + | 6.00% | | 6.75% | | 12/1/2028 | | 694,734 | | | 678,130 | | | 677,922 | | | 5.27 | | | |
| The Ultimate Software Group, Inc. (9) | | L + | 3.25% | | 3.75% | | 5/4/2026 | | 26,777 | | | 26,777 | | | 26,682 | | | 0.21 | | | |
| Triple Lift, Inc. (4)(7)(10) | | L + | 5.75% | | 6.50% | | 5/6/2028 | | 90,545 | | | 88,645 | | | 89,354 | | | 0.70 | | | |
| University Support Services, LLC (9) | | L + | 3.25% | | 3.75% | | 7/17/2025 | | 10,000 | | | 9,950 | | | 9,972 | | | 0.08 | | | |
| Veritas US, Inc. (6)(11) | | L + | 5.00% | | 6.00% | | 9/1/2025 | | 21,534 | | | 21,699 | | | 21,561 | | | 0.17 | | | |
| Virgin Pulse, Inc. (10) | | L + | 4.00% | | 4.75% | | 4/6/2028 | | 42,447 | | | 42,066 | | | 41,987 | | | 0.33 | | | |
| Vision Solutions, Inc. (10) | | L + | 4.00% | | 4.75% | | 3/4/2028 | | 36,178 | | | 36,013 | | | 36,178 | | | 0.28 | | | |
| | | | | | | | | | | 4,960,390 | | | 4,965,354 | | | 38.59 | | | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | % of Net Assets | | |
| First Lien Debt (continued) | | | | | | | | | | | | | | | | | |
| Specialty Retail | | | | | | | | | | | | | | | | | |
| CustomInk, LLC (4)(11) | | L + | 6.21% | | 7.21% | | 5/3/2026 | | $ | 36,866 | | | $ | 36,233 | | | $ | 36,405 | | | 0.28 | % | | |
| EG America, LLC (6)(9) | | L + | 4.25% | | 4.75% | | 3/10/2026 | | 14,993 | | | 14,919 | | | 15,115 | | | 0.12 | | | |
| Petco Health & Wellness Co, Inc. (10) | | L + | 3.25% | | 4.00% | | 2/24/2028 | | 4,899 | | | 4,887 | | | 4,899 | | | 0.04 | | | |
| PetSmart, Inc. (5)(10) | | L + | 3.75% | | 4.50% | | 2/11/2028 | | 3,287 | | | 3,258 | | | 3,296 | | | 0.03 | | | |
| Runner Buyer, Inc. (10) | | L + | 5.50% | | 6.25% | | 10/20/2028 | | 80,000 | | | 78,419 | | | 79,200 | | | 0.62 | | | |
| | | | | | | | | | | 137,715 | | | 138,916 | | | 1.09 | | | |
| Technology Hardware, Storage & Peripherals | | | | | | | | | | | | | | | | | |
| Deliver Buyer, Inc. (8) | | L + | 5.00% | | 5.13% | | 5/1/2024 | | 14,955 | | | 14,918 | | | 15,001 | | | 0.12 | | | |
| Lytx, Inc. (4)(11) | | L + | 6.75% | | 7.75% | | 2/28/2026 | | 46,363 | | | 46,453 | | | 46,132 | | | 0.36 | | | |
| | | | | | | | | | | 61,370 | | | 61,133 | | | 0.48 | | | |
| Textiles, Apparel & Luxury Goods | | | | | | | | | | | | | | | | | |
| Mad Engine Global, LLC (11) | | L + | 7.00% | | 8.00% | | 6/30/2027 | | 26,831 | | | 26,204 | | | 26,429 | | | 0.21 | | | |
| S&S Holdings, LLC (9) | | L + | 5.00% | | 5.50% | | 3/4/2028 | | 6,507 | | | 6,335 | | | 6,517 | | | 0.05 | | | |
| | | | | | | | | | | 32,540 | | | 32,946 | | | 0.26 | | | |
| Trading Companies & Distributors | | | | | | | | | | | | | | | | | |
| Foundation Building Materials, Inc. (9) | | L + | 3.25% | | 3.75% | | 2/3/2028 | | 4,975 | | | 4,956 | | | 4,947 | | | 0.04 | | | |
| LBM Acquisition, LLC (10) | | L + | 3.75% | | 4.50% | | 12/17/2027 | | 34,953 | | | 34,839 | | | 34,694 | | | 0.27 | | | |
| Park River Holdings, Inc. (10) | | L + | 3.25% | | 4.00% | | 12/28/2027 | | 35,482 | | | 34,625 | | | 35,205 | | | 0.27 | | | |
| Porcelain Acquisition Corp. (4)(7)(11) | | L + | 6.00% | | 7.00% | | 4/30/2027 | | 71,334 | | | 68,594 | | | 68,732 | | | 0.53 | | | |
| Specialty Building Products Holdings, LLC (6)(9) | | L + | 3.75% | | 4.25% | | 10/15/2028 | | 10,263 | | | 10,213 | | | 10,254 | | | 0.08 | | | |
| SRS Distribution, Inc. (9) | | L + | 3.75% | | 4.25% | | 6/4/2028 | | 28,159 | | | 28,044 | | | 28,137 | | | 0.22 | | | |
| The Cook & Boardman Group, LLC (11) | | L + | 5.75% | | 6.75% | | 10/17/2025 | | 68,817 | | | 67,235 | | | 67,131 | | | 0.52 | | | |
| | | | | | | | | | | 248,506 | | | 249,099 | | | 1.93 | | | |
| Transportation Infrastructure | | | | | | | | | | | | | | | | | |
| AIT Worldwide Logistics Holdings, Inc. (10) | | L + | 4.75% | | 5.50% | | 3/31/2028 | | 48,956 | | | 48,202 | | | 49,018 | | | 0.38 | | | |
| Atlas CC Acquisition Corp. (7)(10) | | L + | 4.25% | | 5.00% | | 4/28/2028 | | 47,568 | | | 45,497 | | | 47,581 | | | 0.37 | | | |
| Capstone Logistics, LLC (7)(11) | | L + | 4.75% | | 5.75% | | 11/12/2027 | | 22,459 | | | 22,524 | | | 22,511 | | | 0.18 | | | |
| First Student Bidco, Inc. (6)(9) | | L + | 3.00% | | 3.50% | | 7/21/2028 | | 5,000 | | | 4,976 | | | 4,985 | | | 0.04 | | | |
| Frontline Road Safety, LLC (4)(7)(10) | | L + | 5.75% | | 6.50% | | 5/3/2027 | | 136,605 | | | 134,176 | | | 131,482 | | | 1.02 | | | |
| Helix TS, LLC (4)(7)(10) | | L + | 5.75% | | 6.50% | | 8/4/2027 | | 108,579 | | | 106,542 | | | 106,407 | | | 0.83 | | | |
| Liquid Tech Solutions Holdings, LLC (4)(10) | | L + | 4.75% | | 5.50% | | 3/19/2028 | | 19,288 | | | 19,200 | | | 19,288 | | | 0.15 | | | |
| Roadsafe Holdings, Inc. (4)(7)(11) | | L + | 5.75% | | 6.75% | | 10/19/2027 | | 90,519 | | | 88,772 | | | 89,465 | | | 0.70 | | | |
| Safety Borrower Holdings LP (4)(7)(11) | | L + | 5.75% | | 6.75% | | 9/1/2027 | | 37,754 | | | 37,326 | | | 37,301 | | | 0.29 | | | |
| Sam Holding Co, Inc. (4)(7)(11) | | L + | 5.50% | | 6.50% | | 9/24/2027 | | 153,220 | | | 149,468 | | | 149,290 | | | 1.16 | | | |
| Spireon, Inc. (4)(11) | | L + | 6.50% | | 7.50% | | 10/4/2024 | | 42,624 | | | 42,624 | | | 42,624 | | | 0.33 | | | |
| TRP Infrastructure Services, LLC (4)(7)(11) | | L + | 5.50% | | 6.50% | | 7/9/2027 | | 73,699 | | | 72,223 | | | 72,094 | | | 0.56 | | | |
| | | | | | | | | | | 771,529 | | | 772,045 | | | 6.01 | | | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | % of Net Assets | | |
| First Lien Debt (continued) | | | | | | | | | | | | | | | | | |
| Wireless Telecommunication Services | | | | | | | | | | | | | | | | | |
| CCI Buyer, Inc. (10) | | L + | 3.75% | | 4.50% | | 12/17/2027 | | $ | 28,831 | | | $ | 28,965 | | | $ | 28,898 | | | 0.22 | % | | |
| Total First Lien Debt | | | | | | | | | | | 28,076,107 | | | 28,143,451 | | | 218.93 | | | |
| Second Lien Debt | | | | | | | | | | | | | | | | | |
| Aerospace & Defense | | | | | | | | | | | | | | | | | |
| Peraton Corp. (10) | | L + | 7.75% | | 8.50% | | 2/26/2029 | | $ | 50,000 | | | $ | 49,310 | | | $ | 50,813 | | | 0.40 | % | | |
| Air Freight & Logistics | | | | | | | | | | | | | | | | | |
| The Kenan Advantage Group, Inc. (4)(10) | | L + | 7.25% | | 8.00% | | 9/1/2027 | | 33,015 | | | 32,355 | | | 32,974 | | | 0.26 | | | |
| Wwex Uni Topco Holdings, LLC (10) | | L + | 7.00% | | 7.75% | | 7/26/2029 | | 33,000 | | | 32,544 | | | 33,144 | | | 0.26 | | | |
| | | | | | | | | | | 64,898 | | | 66,118 | | | 0.52 | | | |
| Chemicals | | | | | | | | | | | | | | | | | |
| NIC Acquisition Corp. (10) | | L + | 7.75% | | 8.50% | | 12/29/2028 | | 31,500 | | | 31,081 | | | 31,106 | | | 0.24 | | | |
| Commercial Services & Supplies | | | | | | | | | | | | | | | | | |
| DG Investment Intermediate Holdings 2, Inc. (10) | | L + | 6.75% | | 7.50% | | 3/18/2029 | | 29,464 | | | 29,331 | | | 29,538 | | | 0.23 | | | |
| USIC Holdings, Inc. (5)(10) | | L + | 6.50% | | 7.25% | | 5/7/2029 | | 6,042 | | | 5,984 | | | 6,104 | | | 0.05 | | | |
| | | | | | | | | | | 35,314 | | | 35,641 | | | 0.28 | | | |
| Construction & Engineering | | | | | | | | | | | | | | | | | |
| COP Home Services TopCo IV, Inc. (4)(11) | | L + | 8.75% | | 9.75% | | 12/31/2028 | | 43,277 | | | 42,496 | | | 43,277 | | | 0.34 | | | |
| Thermostat Purchaser III, Inc. (4)(7)(10) | | L + | 7.25% | | 8.00% | | 8/24/2029 | | 32,725 | | | 32,215 | | | 32,438 | | | 0.25 | | | |
| | | | | | | | | | | 74,711 | | | 75,714 | | | 0.59 | | | |
| Diversified Consumer Services | | | | | | | | | | | | | | | | | |
| Pre-Paid Legal Services, Inc. (9) | | L + | 7.00% | | 7.50% | | 12/7/2029 | | 25,000 | | | 24,750 | | | 24,985 | | | 0.19 | | | |
| Health Care Providers & Services | | | | | | | | | | | | | | | | | |
| Canadian Hospital Specialties Ltd. (4)(6)(8) | | | 8.50% | | 8.50% | | 4/15/2029 | | C$ | 15,800 | | | 12,408 | | | 12,468 | | | 0.10 | | | |
| CD&R Artemis UK Bidco Ltd. (4)(6)(8) | | S + | 7.50% | | 7.50% | | 8/19/2029 | | £ | 80,340 | | | 101,796 | | | 100,908 | | | 0.78 | | | |
| Jayhawk Buyer, LLC (4)(11) | | L + | 8.75% | | 9.75% | | 10/15/2027 | | 29,372 | | | 28,840 | | | 29,005 | | | 0.23 | | | |
| | | | | | | | | | | 143,044 | | | 142,381 | | | 1.11 | | | |
| Industrial Conglomerates | | | | | | | | | | | | | | | | | |
| Victory Buyer, LLC (4)(9) | | L + | 7.00% | | 7.50% | | 11/1/2029 | | 71,576 | | | 70,905 | | | 70,860 | | | 0.55 | | | |
| Insurance | | | | | | | | | | | | | | | | | |
| Jones Deslauriers Insurance Management, Inc. (6)(7)(9) | | C + | 7.50% | | 8.00% | | 3/26/2029 | | C$ | 30,259 | | | 23,498 | | | 24,296 | | | 0.19 | | | |
| IT Services | | | | | | | | | | | | | | | | | |
| Dcert Buyer, Inc. (8) | | L + | 7.00% | | 7.10% | | 2/16/2029 | | 44,277 | | | 44,381 | | | 44,462 | | | 0.35 | | | |
| Inovalon Holdings, Inc. (4)(5)(10) | | L + | 10.50% PIK | | 11.25% | | 11/24/2033 | | 82,638 | | | 80,180 | | | 80,159 | | | 0.62 | | | |
| | | | | | | | | | | 124,562 | | | 124,621 | | | 0.97 | | | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | % of Net Assets | | |
| Second Lien Debt (continued) | | | | | | | | | | | | | | | | | |
| Life Sciences Tools & Services | | | | | | | | | | | | | | | | | |
| Curia Global, Inc. (4)(10) | | L + | 6.50% | | 7.25% | | 8/31/2029 | | $ | 83,824 | | | $ | 82,217 | | | $ | 82,147 | | | 0.64 | % | | |
| LSCS Holdings, Inc. (9) | | L + | 8.00% | | 8.50% | | 11/30/2029 | | 40,000 | | | 39,401 | | | 39,900 | | | 0.31 | | | |
| Phoenix Newco, Inc. (4)(9) | | L + | 6.50% | | 7.00% | | 11/15/2029 | | 90,000 | | | 88,171 | | | 88,200 | | | 0.69 | | | |
| | | | | | | | | | | 209,789 | | | 210,247 | | | 1.64 | | | |
| Pharmaceuticals | | | | | | | | | | | | | | | | | |
| Sharp Midco, LLC (4)(5)(9) | | L + | 7.25% | | 7.75% | | 12/31/2029 | | 31,500 | | | 30,713 | | | 30,713 | | | 0.24 | | | |
| Professional Services | | | | | | | | | | | | | | | | | |
| Aqgen Island Holdings, Inc. (5)(9) | | L + | 6.50% | | 7.00% | | 5/4/2029 | | 28,238 | | | 27,969 | | | 28,388 | | | 0.22 | | | |
| Deerfield Dakota Holding, LLC (10) | | L + | 6.75% | | 7.50% | | 4/7/2028 | | 19,650 | | | 19,561 | | | 20,080 | | | 0.16 | | | |
| VT Topco, Inc. (4)(10) | | L + | 6.75% | | 7.50% | | 7/31/2026 | | 25,000 | | | 24,827 | | | 25,125 | | | 0.20 | | | |
| | | | | | | | | | | 72,358 | | | 73,593 | | | 0.58 | | | |
| Software | | | | | | | | | | | | | | | | | |
| Apex Group Treasury, LLC (4)(6)(9) | | L + | 6.75% | | 7.25% | | 7/27/2029 | | 20,000 | | | 19,809 | | | 20,300 | | | 0.16 | | | |
| Celestial Saturn Parent, Inc. (9) | | L + | 6.50% | | 7.00% | | 4/13/2029 | | 113,488 | | | 112,432 | | | 114,837 | | | 0.89 | | | |
| Cloudera, Inc. (9) | | L + | 6.00% | | 6.50% | | 8/9/2029 | | 58,000 | | | 57,714 | | | 58,145 | | | 0.45 | | | |
| HS Purchaser, LLC (10) | | L + | 6.75% | | 7.50% | | 11/19/2027 | | 71,000 | | | 71,128 | | | 71,030 | | | 0.55 | | | |
| Idera, Inc. (4)(10) | | L + | 6.75% | | 7.50% | | 2/4/2029 | | 30,331 | | | 30,229 | | | 30,407 | | | 0.24 | | | |
| Mandolin Technology Intermediate Holdings, Inc. (4)(9) | | L + | 6.50% | | 7.00% | | 7/6/2029 | | 31,950 | | | 31,529 | | | 31,471 | | | 0.24 | | | |
| Maverick Acquisition, Inc. (4)(10) | | L + | 6.75% | | 7.50% | | 4/28/2029 | | 17,000 | | | 16,922 | | | 17,085 | | | 0.13 | | | |
| Mic Glen, LLC (9) | | L + | 6.75% | | 7.25% | | 6/22/2029 | | 19,000 | | | 18,941 | | | 19,079 | | | 0.15 | | | |
| Proofpoint, Inc. (5)(9) | | L + | 6.25% | | 6.75% | | 6/8/2029 | | 95,000 | | | 94,541 | | | 96,306 | | | 0.75 | | | |
| Quest Software US Holdings, Inc. (5)(6)(8) | | L + | 8.25% | | 8.38% | | 5/18/2026 | | 11,098 | | | 11,103 | | | 11,113 | | | 0.09 | | | |
| Symphony Technology Group (10) | | L + | 8.25% | | 9.00% | | 5/3/2029 | | 81,667 | | | 80,397 | | | 81,335 | | | 0.63 | | | |
| Virgin Pulse, Inc. (4)(10) | | L + | 7.25% | | 8.00% | | 3/30/2029 | | 29,000 | | | 28,835 | | | 28,746 | | | 0.22 | | | |
| Vision Solutions, Inc. (5)(10) | | L + | 7.25% | | 8.00% | | 3/4/2029 | | 107,950 | | | 107,130 | | | 108,119 | | | 0.84 | | | |
| | | | | | | | | | | 680,709 | | | 687,973 | | | 5.34 | | | |
| Trading Companies & Distributors | | | | | | | | | | | | | | | | | |
| Icebox Holdco III, Inc. (9) | | L + | 6.75% | | 7.25% | | 12/16/2029 | | 22,500 | | | 22,275 | | | 22,599 | | | 0.18 | | | |
| Transportation Infrastructure | | | | | | | | | | | | | | | | | |
| Atlas CC Acquisition Corp. (4)(5)(10) | | L + | 7.63% | | 8.38% | | 5/25/2029 | | 44,520 | | | 43,903 | | | 43,852 | | | 0.34 | | | |
| Drive Chassis Holdco, LLC (8) | | L + | 6.75% | | 6.87% | | 4/10/2026 | | 97,751 | | | 97,837 | | | 98,362 | | | 0.77 | | | |
| | | | | | | | | | | 141,740 | | | 142,214 | | | 1.11 | | | |
| Total Second Lien Debt | | | | | | | | | | | 1,799,656 | | | 1,813,872 | | | 14.11 | | | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | % of Net Assets | | |
| Structured Finance Obligations | | | | | | | | | | | | | | | | | |
| 522 Funding CLO 2020-6, Ltd. (4)(5)(6)(8) | | L + | 6.50% | | 6.50% | | 10/23/2034 | | $ | 3,000 | | | $ | 3,000 | | | $ | 2,971 | | | 0.02 | % | | |
| AIMCO CLO Series 2015-A (5)(6)(8) | | L + | 6.60% | | 6.72% | | 10/17/2034 | | 7,450 | | | 7,450 | | | 7,441 | | | 0.06 | | | |
| Apidos CLO XXXIII (5)(6)(8) | | L + | 6.35% | | 6.57% | | 10/24/2034 | | 5,000 | | | 4,951 | | | 4,972 | | | 0.04 | | | |
| Apidos CLO XXXVI, LLC (4)(5)(6)(8) | | L + | 5.95% | | 6.14% | | 7/20/2034 | | 8,500 | | | 8,500 | | | 8,424 | | | 0.07 | | | |
| Ares LXI CLO, Ltd. (4)(5)(6)(8) | | L + | 6.25% | | 6.47% | | 10/20/2034 | | 7,750 | | | 7,750 | | | 7,749 | | | 0.06 | | | |
| Ares LXII CLO, Ltd. (4)(5)(6)(8) | | L + | 6.50% | | 6.50% | | 1/25/2034 | | 9,000 | | | 9,000 | | | 8,998 | | | 0.07 | | | |
| Ares XXVII CLO, Ltd. (5)(6)(8) | | L + | 6.75% | | 6.88% | | 10/20/2034 | | 7,000 | | | 6,931 | | | 6,964 | | | 0.05 | | | |
| Balboa Bay Loan Funding 2021-2, Ltd. (4)(5)(6)(8) | | L + | 6.60% | | 6.77% | | 1/20/2035 | | 7,000 | | | 6,930 | | | 6,965 | | | 0.05 | | | |
| Barings CLO, Ltd. (4)(5)(6)(8) | | L + | 6.25% | | 6.41% | | 7/15/2034 | | 6,000 | | | 6,000 | | | 5,999 | | | 0.05 | | | |
| Barings CLO, Ltd. (4)(5)(6)(8) | | L + | 6.65% | | 6.65% | | 1/18/2035 | | 7,200 | | | 7,200 | | | 7,200 | | | 0.06 | | | |
| Benefit Street Partners CLO XXI (4)(5)(6)(8) | | L + | 6.75% | | 6.92% | | 7/15/2034 | | 9,500 | | | 9,469 | | | 9,411 | | | 0.07 | | | |
| Carlyle US CLO 2020-1, Ltd. (4)(5)(6)(8) | | L + | 6.25% | | 6.38% | | 7/20/2034 | | 7,000 | | | 7,000 | | | 6,859 | | | 0.05 | | | |
| Carval CLO V-C, LTD. (4)(5)(6)(8) | | L + | 6.75% | | 6.75% | | 10/15/2034 | | 8,000 | | | 7,920 | | | 7,920 | | | 0.06 | | | |
| CIFC Funding 2019-III, Ltd. (4)(5)(6)(8) | | L + | 6.80% | | 6.98% | | 10/16/2034 | | 8,000 | | | 8,000 | | | 7,991 | | | 0.06 | | | |
| Dryden 95 CLO, Ltd. (4)(5)(6)(8) | | L + | 6.15% | | 6.35% | | 8/20/2034 | | 8,000 | | | 8,000 | | | 7,955 | | | 0.06 | | | |
| Elmwood CLO III, Ltd. (4)(5)(6)(8) | | L + | 6.50% | | 6.62% | | 10/20/2034 | | 3,500 | | | 3,500 | | | 3,481 | | | 0.03 | | | |
| Elmwood CLO VI, Ltd. (5)(6)(8) | | L + | 6.50% | | 6.62% | | 10/20/2034 | | 4,000 | | | 4,000 | | | 3,978 | | | 0.03 | | | |
| Flatiron RR CLO 22, LLC (5)(6)(8) | | L + | 6.20% | | 6.34% | | 10/15/2034 | | 5,000 | | | 5,000 | | | 4,957 | | | 0.04 | | | |
| Fort Washington CLO 2021-2, Ltd. (4)(5)(6)(8) | | L + | 6.61% | | 6.81% | | 10/20/2034 | | 12,000 | | | 11,883 | | | 11,808 | | | 0.09 | | | |
| Galaxy XXV CLO, Ltd. (4)(5)(6)(8) | | L + | 5.95% | | 6.16% | | 10/25/2031 | | 4,000 | | | 3,943 | | | 3,966 | | | 0.03 | | | |
| GoldenTree Loan Management US Clo 8 Ltd. (4)(5)(6)(8) | | L + | 6.15% | | 6.32% | | 10/20/2034 | | 6,200 | | | 6,200 | | | 6,122 | | | 0.05 | | | |
| Gulf Stream Meridian 5, Ltd. (4)(5)(6)(8) | | L + | 6.33% | | 6.45% | | 7/15/2034 | | 3,500 | | | 3,487 | | | 3,475 | | | 0.03 | | | |
| Halseypoint Clo 5, Ltd. (4)(5)(6)(8) | | L + | 6.95% | | 6.95% | | 1/30/2035 | | 9,500 | | | 9,310 | | | 9,310 | | | 0.07 | | | |
| Jamestown CLO XIV, Ltd. (5)(6)(8) | | L + | 7.20% | | 7.33% | | 10/20/2034 | | 10,000 | | | 9,802 | | | 9,851 | | | 0.08 | | | |
| Kayne CLO III, Ltd. (4)(5)(6)(8) | | L + | 6.50% | | 6.62% | | 4/15/2032 | | 5,000 | | | 5,009 | | | 4,998 | | | 0.04 | | | |
| Morgan Stanley Eaton Vance Clo 2021-1, Ltd. (5)(6)(8) | | L + | 6.75% | | 6.90% | | 10/20/2034 | | 6,500 | | | 6,500 | | | 6,493 | | | 0.05 | | | |
| Neuberger Berman Loan Advisers CLO 38, Ltd. (5)(6)(8) | | L + | 6.25% | | 6.38% | | 10/20/2035 | | 11,000 | | | 11,000 | | | 10,906 | | | 0.08 | | | |
| OCP CLO 2021-22, Ltd. (4)(5)(6)(8) | | L + | 6.60% | | 6.77% | | 12/2/2034 | | 7,500 | | | 7,500 | | | 7,500 | | | 0.06 | | | |
| Octagon Investment Partners 41, Ltd. (5)(6)(8) | | L + | 7.13% | | 7.25% | | 10/15/2033 | | 5,000 | | | 4,976 | | | 4,988 | | | 0.04 | | | |
| Palmer Square CLO 2019-1, Ltd. (4)(5)(6)(8) | | L + | 6.50% | | 6.50% | | 11/14/2034 | | 12,000 | | | 12,000 | | | 12,000 | | | 0.09 | | | |
| Post CLO 2021-1, Ltd. (4)(5)(6)(8) | | L + | 6.45% | | 6.65% | | 10/15/2034 | | 6,000 | | | 6,000 | | | 6,000 | | | 0.05 | | | |
| PPM CLO 2, Ltd. (4)(5)(6)(8) | | L + | 6.55% | | 6.67% | | 4/16/2032 | | 5,000 | | | 5,008 | | | 4,976 | | | 0.04 | | | |
| PPM CLO 4, Ltd. (5)(6)(8) | | L + | 6.50% | | 6.62% | | 10/18/2034 | | 8,775 | | | 8,775 | | | 8,753 | | | 0.07 | | | |
| PPM CLO 5, Ltd. (5)(6)(8) | | L + | 6.50% | | 6.63% | | 10/18/2034 | | 4,800 | | | 4,800 | | | 4,788 | | | 0.04 | | | |
| Rad CLO 14, Ltd. (4)(5)(6)(8) | | L + | 6.50% | | 6.50% | | 1/15/2035 | | 6,750 | | | 6,750 | | | 6,750 | | | 0.05 | | | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | % of Net Assets | | |
| Structured Finance Obligations (continued) | | | | | | | | | | | | | | | | | |
| Rockford Tower CLO 2021-3, Ltd. (5)(6)(8) | | L + | 6.72% | | 6.85% | | 10/20/2034 | | $ | 4,000 | | | $ | 3,941 | | | $ | 3,942 | | | 0.03 | % | | |
| RR 19, Ltd. (5)(6)(8) | | L + | 6.50% | | 6.65% | | 10/15/2035 | | 3,000 | | | 3,000 | | | 2,985 | | | 0.02 | | | |
| Sound Point CLO XXVII, Ltd. (4)(5)(6)(8) | | L + | 6.56% | | 6.69% | | 10/25/2034 | | 6,900 | | | 6,764 | | | 6,672 | | | 0.05 | | | |
| Trestles Clo IV, Ltd. (4)(5)(6)(8) | | L + | 6.25% | | 6.40% | | 7/21/2034 | | 8,000 | | | 8,000 | | | 8,000 | | | 0.06 | | | |
| Vibrant CLO XII, Ltd. (4)(5)(6)(8) | | L + | 7.11% | | 7.33% | | 1/20/2034 | | 2,875 | | | 2,849 | | | 2,847 | | | 0.02 | | | |
| Vibrant CLO XIII, Ltd. (4)(5)(6)(8) | | L + | 7.06% | | 7.23% | | 7/15/2034 | | 6,250 | | | 6,190 | | | 6,202 | | | 0.05 | | | |
| Voya CLO 2019-4, Ltd. (4)(5)(6)(8) | | L + | 6.71% | | 6.71% | | 1/15/2035 | | 8,250 | | | 8,085 | | | 8,085 | | | 0.06 | | | |
| Voya CLO 2020-2, Ltd. (4)(5)(6)(8) | | L + | 6.40% | | 6.52% | | 7/19/2034 | | 5,000 | | | 4,901 | | | 4,959 | | | 0.04 | | | |
| Total Structured Finance Obligations | | | | | | | | | | | 287,275 | | | 286,610 | | | 2.23 | | | |
| Unsecured Debt | | | | | | | | | | | | | | | | | |
| IT Services | | | | | | | | | | | | | | | | | |
| Endurance International Group Holdings, Inc. (5)(8) | | | 6.00% | | 6.00% | | 2/15/2029 | | 6,272 | | | 6,061 | | | 5,842 | | | 0.05 | | | |
| Total Unsecured Debt | | | | | | | | | | | 6,061 | | | 5,842 | | | 0.05 | | | |
| Equity | | | | | | | | | | | | | | | | | |
| Aerospace & Defense | | | | | | | | | | | | | | | | | |
| Corfin Holdco, Inc. - Common Stock (4) | | | | | | | | | 52,143 | | | 125 | | | 233 | | | 0.00 | | | |
| Loar Acquisition 13, LLC - Common Units (4) | | | | | | | | | 2,890,586 | | | 4,336 | | | 4,885 | | | 0.04 | | | |
| | | | | | | | | | | 4,461 | | | 5,118 | | | 0.04 | | | |
| Air Freight & Logistics | | | | | | | | | | | | | | | | | |
| AGI Group Holdings LP - A2 Units (4) | | | | | | | | | 1,674 | | | 1,674 | | | 1,802 | | | 0.01 | | | |
| Mode Holdings, L.P. - Class A-2 Common Units (4) | | | | | | | | | 1,076,923 | | | 1,077 | | | 1,938 | | | 0.02 | | | |
| | | | | | | | | | | 2,751 | | | 3,741 | | | 0.03 | | | |
| Distributors | | | | | | | | | | | | | | | | | |
| Box Co-Invest Blocker, LLC (4) | | | | | | | | | 3,308,320 | | | 3,308 | | | 3,308 | | | 0.03 | | | |
| Diversified Consumer Services | | | | | | | | | | | | | | | | | |
| Cambium Holdings, LLC - Senior Preferred Interests (4) | | | | | | | | | 29,194,330 | | | 28,735 | | | 33,787 | | | 0.26 | | | |
| Deneb Ultimate Topco, LLC - Class A Units (4) | | | | | | | | | 4,060 | | | 4,060 | | | 4,060 | | | 0.03 | | | |
| | | | | | | | | | | 32,795 | | | 37,846 | | | 0.29 | | | |
| Diversified Telecommunication Services | | | | | | | | | | | | | | | | | |
| Point Broadband Holdings, LLC - Class A Units (4) | | | | | | | | | 12,870 | | | 10,915 | | | 10,915 | | | 0.08 | | | |
| Point Broadband Holdings, LLC - Class B Units (4) | | | | | | | | | 685,760 | | | 1,955 | | | 1,954 | | | 0.02 | | | |
| | | | | | | | | | | 12,870 | | | 12,869 | | | 0.10 | | | |
| Health Care Equipment & Supplies | | | | | | | | | | | | | | | | | |
| GCX Corporation Group Holdings, L.P. - Class A-2 Units (4) | | | | | | | | | 4,500 | | | 4,500 | | | 4,500 | | | 0.04 | | | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | % of Net Assets | | |
| Equity (continued) | | | | | | | | | | | | | | | | | |
| Health Care Providers & Services | | | | | | | | | | | | | | | | | |
| CD&R Artemis Holdco 2 Limited - Preferred Shares (4)(6) | | | | | | | | | 33,000,000 | | | $ | 43,662 | | | $ | 44,916 | | | 0.35 | % | | |
| CD&R Ulysses Equity Holdings, L.P. - Common Shares (4)(6) | | | | | | | | | 6,000,000 | | | 6,090 | | | 6,120 | | | 0.05 | | | |
| Jayhawk Holdings, LP - A-1 Common Units (4) | | | | | | | | | 12,472 | | | 2,220 | | | 3,279 | | | 0.03 | | | |
| Jayhawk Holdings, LP - A-2 Common Units (4) | | | | | | | | | 6,716 | | | 1,195 | | | 1,766 | | | 0.01 | | | |
| | | | | | | | | | | 53,167 | | | 56,080 | | | 0.44 | | | |
| IT Services | | | | | | | | | | | | | | | | | |
| NC Ocala Co-Invest Beta, L.P. - LP Interest (4) | | | | | | | | | 25,687,196 | | | 25,687 | | | 25,687 | | | 0.20 | | | |
| Professional Services | | | | | | | | | | | | | | | | | |
| Guidehouse Holding Corp. - Preferred Equity (4) | | | | | | | | | 54,010 | | | 52,935 | | | 55,230 | | | 0.43 | | | |
| OHCP V TC COI, LP. - LP Interest (4) | | | | | | | | | 6,500,000 | | | 6,500 | | | 6,500 | | | 0.05 | | | |
| | | | | | | | | | | 59,435 | | | 61,730 | | | 0.48 | | | |
| Software | | | | | | | | | | | | | | | | | |
| Connatix Parent, LLC - Class L Common Units (4) | | | | | | | | | 126,136 | | | 1,388 | | | 1,388 | | | 0.01 | | | |
| Lobos Parent, Inc. - Series A Preferred Shares (4)(6) | | | | | | | | | 45,090 | | | 43,963 | | | 44,327 | | | 0.34 | | | |
| Mandolin Technology Holdings, Inc. - Series A Preferred Shares (4) | | | | | | | | | 31,950,000 | | | 30,992 | | | 32,417 | | | 0.25 | | | |
| | | | | | | | | | | 76,342 | | | 78,131 | | | 0.60 | | | |
| Transportation Infrastructure | | | | | | | | | | | | | | | | | |
| Atlas Intermediate Holding LLC - Preferred Interest (4) | | | | | | | | | 34,238 | | | 33,725 | | | 35,950 | | | 0.28 | | | |
| Frontline Road Safety Investments, LLC - Class A Common Units (4) | | | | | | | | | 41,304 | | | 4,363 | | | 3,942 | | | 0.03 | | | |
| Ncp Helix Holdings, LLC. - Preferred Shares (4) | | | | | | | | | 1,485,282 | | | 1,116 | | | 1,192 | | | 0.01 | | | |
| | | | | | | | | | | 39,204 | | | 41,084 | | | 0.32 | | | |
| Total Equity Investments | | | | | | | | | | | 314,520 | | | 330,095 | | | 2.57 | | | |
| Total Investments - non-controlled/non-affiliated | | | | | | | | | | | 30,483,619 | | | 30,579,870 | | | 237.89 | | | |
| Investments — non-controlled/affiliated | | | | | | | | | | | | | | | | | |
| Equity | | | | | | | | | | | | | | | | | |
| Distributors | | | | | | | | | | | | | | | | | |
| GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP) - Class A Common Units (4)(14) | | | | | | | | | | | 583 | | | 1,614 | | | 0.01 | | | |
| Total Equity | | | | | | | | | | | 583 | | | 1,614 | | | 0.01 | | | |
| Total Investments — non-controlled/affiliated | | | | | | | | | | | 583 | | | 1,614 | | | 0.01 | | | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount/Units | | Cost (3) | | Fair Value | | % of Net Assets | | |
| Investments—controlled/affiliated | | | | | | | | | | | | | | | | | |
| Equity | | | | | | | | | | | | | | | | | |
| Diversified Financial Services | | | | | | | | | | | | | | | | | |
| Specialty Lending Company LLC - LLC Interest (4)(5)(6) | | | | | | | | | | | $ | 212,400 | | | $ | 212,400 | | | 1.65 | % | | |
| Specialty Retail | | | | | | | | | | | | | | | | | |
| GSO DL CoInvest CI LP (CustomInk, LLC) - Series A Preferred Units (4)(14) | | | | | | | | | | | 1,421 | | | 1,809 | | | 0.01 | | | |
| Total Equity | | | | | | | | | | | 213,821 | | | 214,209 | | | 1.66 | | | |
| Total Investments — controlled/affiliated | | | | | | | | | | | 213,821 | | | 214,209 | | | 1.66 | | | |
| Total Investment Portfolio | | | | | | | | | | | 30,698,023 | | | 30,795,693 | | | 239.57 | | | |
| Cash and Cash Equivalents | | | | | | | | | | | | | | | | | |
| Other Cash and Cash Equivalents | | | | | | | | | | | 617,986 | | | 617,986 | | | 4.81 | | | |
| Total Portfolio Investments, Cash and Cash Equivalents | | | | | | | | | | | $ | 31,316,009 | | | $ | 31,413,679 | | | 244.38 | % | | |
(1)Unless otherwise indicated, issuers of debt and equity investments held by the Company are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. The total par amount is presented for debt investments and the number of shares or units owned is presented for equity investments. Each of the Company’s investments is pledged as collateral, under one or more of its credit facilities unless otherwise indicated.
(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either L, CDOR or C, SONIA or S, Euribor or E, SOFR, or an alternate base rate (commonly based on the F or the P), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2021. Variable rate loans typically include an interest reference rate floor feature. As of December 31, 2021, 92.8% of the debt portfolio at fair value had an interest rate floor above zero.
(3)The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with U.S. GAAP.
(4)These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board (see Note 2 and Note 5), pursuant to the Company’s valuation policy.
(5)These debt investments are not pledged as collateral under any of the Company's credit facilities. For other debt investments that are pledged to the Company's credit facilities, a single investment may be divided into parts that are individually pledged as collateral to separate credit facilities. Any other debt investments listed above are pledged to financing facilities or CLOs and are not available to satisfy the creditors of the Company.
(6)The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2021, non-qualifying assets represented 18.9% of total assets as calculated in accordance with regulatory requirements.
(7)Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments (all commitments are first lien, unless otherwise noted):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments—non-controlled/non-affiliated | | Commitment Type | | Commitment
Expiration Date | | Unfunded
Commitment | | Fair
Value |
| First and Second Lien Debt | | | | | | | | |
| ACI Group Holdings, Inc. | | Delayed Draw Term Loan | | 8/2/2023 | | $ | 74,169 | | | $ | — | |
| ACI Group Holdings, Inc. | | Revolver | | 8/2/2027 | | 21,482 | | | (215) | |
| ADCS Clinics Intermediate Holdings, LLC | | Delayed Draw Term Loan | | 5/7/2023 | | 4,642 | | | — | |
| ADCS Clinics Intermediate Holdings, LLC | | Revolver | | 5/7/2027 | | 3,902 | | | (78) | |
| AI Altius Bidco, Inc. | | Delayed Draw Term Loan | | 12/21/2023 | | 34,698 | | | (347) | |
| AI Aqua Merger Sub, Inc. | | Delayed Draw Term Loan | | 12/13/2023 | | 2,003 | | | — | |
| Albireo Energy, LLC | | Delayed Draw Term Loan | | 6/23/2022 | | 11,026 | | | — | |
| Alera Group, Inc. | | Delayed Draw Term Loan | | 9/30/2028 | | 41,129 | | | — | |
| Armada Parent, Inc. | | Delayed Draw Term Loan | | 10/29/2023 | | 22,500 | | | (225) | |
| Armada Parent, Inc. | | Revolver | | 10/29/2027 | | 24,750 | | | — | |
| Ascend Buyer, LLC | | Revolver | | 9/30/2027 | | 6,467 | | | — | |
| | | | | | | | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments—non-controlled/non-affiliated | | Commitment Type | | Commitment
Expiration Date | | Unfunded
Commitment | | Fair
Value |
| First and Second Lien Debt (continued) | | | | | | | | |
| Atlas CC Acquisition Corp. | | Delayed Draw Term Loan | | 5/26/2026 | | 14,403 | | | — | |
| Atlas CC Acquisition Corp. | | Revolver | | 5/26/2026 | | 18,518 | | | — | |
| AxiomSL Group, Inc. | | Delayed Draw Term Loan | | 12/3/2027 | | 5,478 | | | (110) | |
| AxiomSL Group, Inc. | | Revolver | | 12/3/2025 | | 5,983 | | | (120) | |
| Barbri , Inc. | | Delayed Draw Term Loan | | 4/28/2023 | | 22,662 | | | — | |
| Bazaarvoice, Inc. | | Delayed Draw Term Loan | | 11/7/2022 | | 57,432 | | | — | |
| Bazaarvoice, Inc. | | Revolver | | 5/7/2026 | | 42,994 | | | — | |
| Benefytt Technologies, Inc. | | Delayed Draw Term Loan | | 8/12/2023 | | 26,865 | | | (269) | |
| Cambium Learning Group, Inc. | | Revolver | | 7/20/2028 | | 101,715 | | | — | |
| Canadian Hospital Specialties Ltd. | | Delayed Draw Term Loan | | 4/14/2023 | | 8,795 | | | (166) | |
| Canadian Hospital Specialties Ltd. | | Revolver | | 4/14/2027 | | 3,581 | | | — | |
| Capstone Logistics, LLC | | Delayed Draw Term Loan | | 11/12/2027 | | 1,350 | | | — | |
| CCBlue Bidco, Inc. | | Delayed Draw Term Loan | | 12/21/2023 | | 91,739 | | | (917) | |
| CFGI Holdings, LLC | | Delayed Draw Term Loan | | 11/2/2027 | | 22,800 | | | (228) | |
| CFGI Holdings, LLC | | Revolver | | 11/2/2027 | | 19,950 | | | (399) | |
| Claims Automation Intermediate 2, LLC | | Delayed Draw Term Loan | | 12/16/2027 | | 68,521 | | | (685) | |
| Claims Automation Intermediate 2, LLC | | Revolver | | 12/16/2027 | | 27,271 | | | (545) | |
| Clearview Buyer, Inc. | | Delayed Draw Term Loan | | 8/26/2024 | | 33,015 | | | — | |
| Clearview Buyer, Inc. | | Revolver | | 2/26/2027 | | 4,043 | | | — | |
| Connatix Buyer, Inc. | | Delayed Draw Term Loan | | 7/14/2023 | | 32,700 | | | (327) | |
| Connatix Buyer, Inc. | | Revolver | | 7/14/2027 | | 16,294 | | | — | |
| COP Home Services TopCo IV, Inc. | | Revolver | | 12/31/2025 | | 7,664 | | | — | |
| Corfin Holdings, Inc. | | Delayed Draw Term Loan | | 3/27/2022 | | 40,892 | | | — | |
| CPI Holdco, LLC | | Delayed Draw Term Loan | | 5/1/2023 | | 78,721 | | | — | |
| CPI Holdco, LLC | | Revolver | | 11/1/2026 | | 28,928 | | | (579) | |
| Cumming Group, Inc. | | Delayed Draw Term Loan | | 5/26/2027 | | 51,930 | | | (478) | |
| Cumming Group, Inc. | | Revolver | | 5/26/2027 | | 21,499 | | | — | |
| DCA Investment Holdings, LLC | | Delayed Draw Term Loan | | 3/12/2023 | | 5,850 | | | — | |
| Dominion Colour Corporation | | Delayed Draw Term Loan | | 5/6/2027 | | 7,649 | | | — | |
| Emergency Power Holdings, LLC | | Delayed Draw Term Loan | | 8/17/2023 | | 56,100 | | | — | |
| Engineered Stone Group Holdings III Ltd. | | Delayed Draw Term Loan | | 11/22/2023 | | 114,384 | | | — | |
| Episerver, Inc. | | Delayed Draw Term Loan | | 4/9/2026 | | 10,185 | | | (153) | |
| Episerver, Inc. | | Revolver | | 4/9/2026 | | 3,833 | | | (57) | |
| Experity, Inc. | | Revolver | | 7/22/2027 | | 8,532 | | | (171) | |
| Fencing Supply Group Acquisition, LLC | | Delayed Draw Term Loan | | 2/26/2023 | | 57,125 | | | — | |
| Foundation Risk Partners Corp. | | Delayed Draw Term Loan | | 10/29/2023 | | 8,430 | | | — | |
| Foundation Risk Partners Corp. | | Revolver | | 10/29/2027 | | 9,529 | | | (143) | |
| Frontline Road Safety, LLC - A | | Delayed Draw Term Loan | | 5/3/2027 | | 5,129 | | | — | |
| Frontline Road Safety, LLC - B | | Delayed Draw Term Loan | | 5/3/2022 | | 39,526 | | | — | |
| Galway Borrower, LLC | | Delayed Draw Term Loan | | 9/30/2023 | | 3,958 | | | — | |
| Galway Borrower, LLC | | Revolver | | 9/30/2027 | | 2,113 | | | (42) | |
| GCX Corporation Buyer, LLC | | Delayed Draw Term Loan | | 9/13/2023 | | 67,500 | | | — | |
| Genuine Cable Group, LLC | | Delayed Draw Term Loan | | 5/1/2023 | | 5,911 | | | — | |
| GI Consilio Parent, LLC | | Revolver | | 5/14/2026 | | 6,300 | | | — | |
| GI Ranger Intermediate, LLC | | Delayed Draw Term Loan | | 10/29/2023 | | 18,000 | | | (180) | |
| GI Ranger Intermediate, LLC | | Revolver | | 10/29/2027 | | 10,800 | | | (216) | |
| Go Car Wash Management Corp. | | Delayed Draw Term Loan | | 8/31/2023 | | 50,861 | | | — | |
| GovernmentJobs.com, Inc. | | Delayed Draw Term Loan | | 11/30/2023 | | 62,600 | | | — | |
| | | | | | | | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments—non-controlled/non-affiliated | | Commitment Type | | Commitment
Expiration Date | | Unfunded
Commitment | | Fair
Value |
| First and Second Lien Debt (continued) | | | | | | | | |
| GovernmentJobs.com, Inc. | | Revolver | | 11/30/2027 | | 19,764 | | | (395) | |
| GraphPAD Software, LLC | | Delayed Draw Term Loan | | 4/27/2027 | | 8,571 | | | (86) | |
| GraphPAD Software, LLC | | Revolver | | 4/27/2027 | | 2,832 | | | — | |
| Great Day Improvements, LLC | | Revolver | | 12/28/2027 | | 38,271 | | | (765) | |
| Gruden Acquisition, Inc. | | Delayed Draw Term Loan | | 7/1/2023 | | 10,283 | | | — | |
| Gruden Acquisition, Inc. | | Revolver | | 7/1/2026 | | 9,000 | | | (225) | |
| Guidehouse LLP | | Revolver | | 10/15/2027 | | 95,825 | | | — | |
| Helix TS, LLC | | Delayed Draw Term Loan | | 8/3/2023 | | 49,261 | | | — | |
| HIG Orca Acquisition Holdings, Inc. | | Delayed Draw Term Loan | | 8/17/2023 | | 18,629 | | | (186) | |
| HIG Orca Acquisition Holdings, Inc. | | Revolver | | 8/17/2027 | | 4,442 | | | — | |
| High Street Buyer, Inc. | | Delayed Draw Term Loan | | 4/16/2028 | | 6,636 | | | — | |
| High Street Buyer, Inc. | | Revolver | | 4/16/2027 | | 4,186 | | | (84) | |
| IG Investments Holdings, LLC | | Revolver | | 9/22/2027 | | 22,414 | | | — | |
| Inovalon Holdings, Inc | | Delayed Draw Term Loan | | 6/24/2024 | | 99,544 | | | (1,244) | |
| Integrity Marketing Acquisition, LLC | | Delayed Draw Term Loan | | 8/27/2025 | | 7,318 | | | — | |
| Integrity Marketing Acquisition, LLC | | Delayed Draw Term Loan | | 7/9/2023 | | 73,250 | | | (549) | |
| Java Buyer, Inc. | | Delayed Draw Term Loan | | 12/15/2023 | | 94,266 | | | (943) | |
| Java Buyer, Inc. | | Revolver | | 12/15/2027 | | 27,134 | | | (543) | |
| Jones Deslauriers Insurance Management, Inc. | | Delayed Draw Term Loan | | 3/28/2022 | | 12,385 | | | — | |
| Jones Deslauriers Insurance Management, Inc. (2nd Lien) | | Delayed Draw Term Loan | | 3/28/2022 | | 1,943 | | | — | |
| Kaufman Hall & Associates, LLC | | Delayed Draw Term Loan | | 12/14/2023 | | 19,840 | | | (198) | |
| Knowledge Pro Buyer, Inc. | | Delayed Draw Term Loan | | 12/10/2023 | | 18,452 | | | (185) | |
| Knowledge Pro Buyer, Inc. | | Revolver | | 12/10/2027 | | 6,824 | | | — | |
| KPSKY Acquisition, Inc. | | Delayed Draw Term Loan | | 10/19/2023 | | 10,688 | | | — | |
| Kwor Acquisition, Inc. | | Revolver | | 12/22/2027 | | 10,976 | | | — | |
| L&S Mechanical Acquisition, LLC | | Delayed Draw Term Loan | | 9/1/2022 | | 36,794 | | | — | |
| LD Lower Holdings, Inc. | | Delayed Draw Term Loan | | 2/8/2023 | | 19,979 | | | — | |
| LinQuest Corp. | | Delayed Draw Term Loan | | 1/27/2023 | | 44,775 | | | (448) | |
| Mandolin Technology Intermediate Holdings, Inc. | | Revolver | | 7/30/2026 | | 10,800 | | | (108) | |
| Marcone Yellowstone Buyer, Inc. | | Delayed Draw Term Loan | | 6/23/2028 | | 26,764 | | | — | |
| Material Holdings, LLC | | Delayed Draw Term Loan | | 8/19/2023 | | 31,793 | | | — | |
| Material Holdings, LLC | | Revolver | | 8/17/2027 | | 13,353 | | | — | |
| Maverick Acquisition, Inc. | | Delayed Draw Term Loan | | 6/1/2023 | | 16,185 | | | — | |
| Metis Buyer, Inc. | | Revolver | | 5/4/2026 | | 4,725 | | | — | |
| MHE Intermediate Holdings, LLC | | Delayed Draw Term Loan | | 7/21/2023 | | 509 | | | — | |
| MHE Intermediate Holdings, LLC | | Revolver | | 7/21/2027 | | 804 | | | (16) | |
| Mobileum, Inc. | | Delayed Draw Term Loan | | 8/12/2024 | | 26,377 | | | — | |
| Monk Holding Co. | | Delayed Draw Term Loan | | 12/1/2023 | | 42,074 | | | — | |
| MRI Software, LLC | | Delayed Draw Term Loan | | 2/10/2026 | | 8,316 | | | — | |
| MRI Software, LLC | | Revolver | | 2/10/2026 | | 673 | | | — | |
| National Mentor Holdings, Inc. | | Delayed Draw Term Loan | | 2/18/2028 | | 777 | | | — | |
| Navigator Acquiror, Inc. | | Delayed Draw Term Loan | | 7/16/2023 | | 122,548 | | | — | |
| NDC Acquisition Corp. | | Revolver | | 3/9/2027 | | 3,211 | | | — | |
| New Arclin US Holding Corp. | | Delayed Draw Term Loan | | 3/30/2023 | | 2,950 | | | — | |
| NMC Crimson Holdings, Inc. | | Delayed Draw Term Loan | | 3/1/2023 | | 31,400 | | | (471) | |
| Onex Baltimore Buyer, Inc. | | Delayed Draw Term Loan | | 12/1/2023 | | 30,494 | | | — | |
| Paya Holdings III, LLC | | Revolver | | 6/16/2028 | | 3,375 | | | — | |
| Peak Utility Services Group, Inc. | | Delayed Draw Term Loan | | 12/6/2028 | | 7,200 | | | — | |
| | | | | | | | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments—non-controlled/non-affiliated | | Commitment Type | | Commitment
Expiration Date | | Unfunded
Commitment | | Fair
Value |
| First and Second Lien Debt (continued) | | | | | | | | |
| PGIS Intermediate Holdings, LLC | | Delayed Draw Term Loan | | 10/16/2028 | | 24,646 | | | (246) | |
| PGIS Intermediate Holdings, LLC | | Revolver | | 10/16/2028 | | 6,274 | | | (47) | |
| Point Broadband Acquisition, LLC | | Delayed Draw Term Loan | | 10/1/2023 | | 73,003 | | | (913) | |
| Porcelain Acquisition Corp. | | Delayed Draw Term Loan | | 4/30/2022 | | 33,940 | | | (997) | |
| Pro Mach Group, Inc. | | Delayed Draw Term Loan | | 8/31/2028 | | 2,079 | | | — | |
| Prodege International Holdings, LLC | | Delayed Draw Term Loan | | 12/15/2022 | | 144,262 | | | (1,443) | |
| Profile Products, LLC | | Delayed Draw Term Loan | | 11/12/2027 | | 25,460 | | | — | |
| Profile Products, LLC | | Revolver | | 11/12/2027 | | 16,973 | | | (339) | |
| Progress Residential PM Holdings, LLC | | Delayed Draw Term Loan | | 2/16/2022 | | 16,623 | | | — | |
| Qualus Power Services Corp. | | Delayed Draw Term Loan | | 3/26/2023 | | 9,016 | | | — | |
| R1 Holdings, LLC | | Delayed Draw Term Loan | | 4/19/2022 | | 5,686 | | | — | |
| Radwell International, LLC | | Delayed Draw Term Loan | | 7/13/2023 | | 29,219 | | | — | |
| Radwell International, LLC | | Revolver | | 7/13/2027 | | 34,375 | | | — | |
| Red River Technology, LLC | | Delayed Draw Term Loan | | 5/26/2023 | | 47,832 | | | — | |
| Relativity ODA, LLC | | Revolver | | 5/12/2027 | | 4,937 | | | (74) | |
| Relay Purchaser, LLC | | Revolver | | 8/30/2026 | | 28,571 | | | (286) | |
| Reverb Buyer, Inc. | | Delayed Draw Term Loan | | 11/1/2028 | | 1,637 | | | — | |
| Roadsafe Holdings, Inc. | | Delayed Draw Term Loan | | 10/19/2022 | | 14,867 | | | — | |
| RSC Acquisition, Inc. | | Delayed Draw Term Loan | | 10/30/2026 | | 25,904 | | | — | |
| RWL Holdings, LLC | | Delayed Draw Term Loan | | 12/1/2027 | | 58,064 | | | (581) | |
| Safety Borrower Holdings LP | | Delayed Draw Term Loan | | 9/1/2022 | | 8,390 | | | — | |
| Safety Borrower Holdings LP | | Revolver | | 9/1/2027 | | 3,356 | | | (34) | |
| Sam Holding Co, Inc. | | Delayed Draw Term Loan | | 9/24/2023 | | 44,400 | | | — | |
| Sam Holding Co, Inc. | | Revolver | | 3/24/2027 | | 24,000 | | | (480) | |
| SEKO Global Logistics Network, LLC | | Delayed Draw Term Loan | | 12/30/2022 | | 15,200 | | | (228) | |
| SEKO Global Logistics Network, LLC | | Revolver | | 12/30/2026 | | 4,080 | | | — | |
| SelectQuote, Inc. | | Delayed Draw Term Loan | | 11/5/2024 | | 58,933 | | | — | |
| Sherlock Buyer Corp. | | Delayed Draw Term Loan | | 12/1/2028 | | 11,177 | | | (112) | |
| Sherlock Buyer Corp. | | Revolver | | 12/8/2027 | | 4,445 | | | — | |
| Smile Doctors, LLC | | Delayed Draw Term Loan | | 12/21/2023 | | 68,380 | | | — | |
| Smile Doctors, LLC | | Revolver | | 12/21/2027 | | 49,461 | | | — | |
| Snoopy Bidco, Inc. | | Delayed Draw Term Loan | | 6/1/2023 | | 129,000 | | | — | |
| Sovos Compliance, LLC | | Delayed Draw Term Loan | | 8/11/2028 | | 2,170 | | | — | |
| SpecialtyCare, Inc. | | Delayed Draw Term Loan | | 6/18/2023 | | 7,139 | | | (18) | |
| SpecialtyCare, Inc. | | Revolver | | 6/18/2026 | | 5,935 | | | — | |
| Spitfire Parent, Inc. | | Delayed Draw Term Loan | | 9/4/2022 | | 13,833 | | | — | |
| Stepping Stones Healthcare Services, LLC | | Delayed Draw Term Loan | | 12/30/2023 | | 45,312 | | | (453) | |
| Stepping Stones Healthcare Services, LLC | | Revolver | | 12/30/2026 | | 22,501 | | | (450) | |
| Tailwind Colony Holding Corporation | | Delayed Draw Term Loan | | 2/10/2022 | | 6,519 | | | — | |
| Tennessee Bidco Limited | | Delayed Draw Term Loan | | 8/3/2028 | | 102,901 | | | — | |
| The Action Environmental Group, Inc | | Delayed Draw Term Loan | | 1/16/2026 | | 8,518 | | | — | |
| The GI Alliance Management, LLC | | Delayed Draw Term Loan | | 2/5/2023 | | 65,222 | | | — | |
| The NPD Group L.P. | | Revolver | | 12/1/2027 | | 52,471 | | | (487) | |
| Therapy Brands Holdings, LLC | | Delayed Draw Term Loan | | 5/18/2028 | | 1,627 | | | — | |
| Thermostat Purchaser III, Inc. | | Delayed Draw Term Loan | | 8/31/2028 | | 7,481 | | | — | |
| Thermostat Purchaser III, Inc. | | Revolver | | 8/31/2026 | | 8,125 | | | — | |
| Thermostat Purchaser III, Inc. (2nd Lien) | | Delayed Draw Term Loan | | 8/31/2023 | | 5,600 | | | — | |
| Trident TPI Holdings, Inc. | | Delayed Draw Term Loan | | 9/15/2028 | | 597 | | | — | |
| | | | | | | | |
| | |
Blackstone Private Credit Fund Consolidated Schedule of Investments December 31, 2021 (in thousands) (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments—non-controlled/non-affiliated | | Commitment Type | | Commitment
Expiration Date | | Unfunded
Commitment | | Fair
Value |
| First and Second Lien Debt (continued) | | | | | | | | |
| Trinity Air Consultants Holdings Corp. | | Delayed Draw Term Loan | | 6/29/2023 | | 44,729 | | | — | |
| Trinity Air Consultants Holdings Corp. | | Revolver | | 6/29/2027 | | 2,556 | | | — | |
| Trinity Partners Holdings, LLC | | Delayed Draw Term Loan | | 12/21/2023 | | 109,037 | | | (1,090) | |
| Triple Lift, Inc. | | Revolver | | 5/6/2028 | | 14,295 | | | (286) | |
| TRP Infrastructure Services, LLC | | Delayed Draw Term Loan | | 1/9/2023 | | 13,187 | | | (132) | |
| Turing Holdco, Inc. | | Delayed Draw Term Loan | | 8/3/2028 | | 13,977 | | | — | |
| US Oral Surgery Management Holdco, LLC | | Delayed Draw Term Loan | | 1/7/2022 | | 49,353 | | | — | |
| US Oral Surgery Management Holdco, LLC | | Revolver | | 11/18/2027 | | 12,932 | | | (259) | |
| West Monroe Partners, LLC | | Delayed Draw Term Loan | | 11/9/2023 | | 188,572 | | | — | |
| West Monroe Partners, LLC | | Revolver | | 11/9/2027 | | 70,714 | | | — | |
| VT Topco, Inc. | | Delayed Draw Term Loan | | 8/1/2025 | | 2,553 | | | — | |
| WHCG Purchaser III, Inc. | | Delayed Draw Term Loan | | 6/22/2023 | | 37,932 | | | — | |
| WHCG Purchaser III, Inc. | | Revolver | | 6/22/2026 | | 12,486 | | | (250) | |
| Specialty Lending Company LLC | | LLC Interest | | | | 102,600 | | | — | |
| Total Unfunded Commitments | | | | | | $ | 4,870,500 | | | $ | (22,301) | |
(8)There are no interest rate floors on these investments.
(9)The interest rate floor on these investments as of December 31, 2021 was 0.50%.
(10)The interest rate floor on these investments as of December 31, 2021 was 0.75%.
(11)The interest rate floor on these investments as of December 31, 2021 was 1.00%.
(12)The interest rate floor on these investments as of December 31, 2021 was 1.25%.
(13)The interest rate floor on these investments as of December 31, 2021 was 1.50%.
(14)Under the 1940 Act, the Company is deemed to “control” a portfolio company if the Company owns more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. Under the 1940 Act, the Company is deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2021, the Company’s controlled/affiliated and non-controlled/affiliated investments were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fair value
as of January 7, 2021 (commencement of operations) | | Gross Additions | | Gross Reductions | | Change in Unrealized Gains (Losses) | | Fair value as of December 31, 2021 | | Dividend and Interest Income |
| Non-Controlled/Affiliated Investments | | | | | | | | | | | |
| GSO DL Co-Invest EIS LP | $ | — | | | $ | 583 | | | $ | — | | | $ | 1,031 | | | $ | 1,614 | | | $ | — | |
| Controlled/Affiliated Investments | | | | | | | | | | | |
| Specialty Lending Company LLC | — | | | 212,400 | | | — | | | — | | | 212,400 | | | 1,800 | |
| GSO DL Co-Invest CI LP | — | | | 1,421 | | | — | | | 388 | | | 1,809 | | | — | |
| Total | $ | — | | | $ | 214,404 | | | $ | — | | | $ | 1,419 | | | $ | 215,823 | | | $ | 1,800 | |
ADDITIONAL INFORMATION
Foreign currency forward contracts
| | | | | | | | | | | | | | | | | | | | | | | |
| Counterparty | Currency Purchased | | Currency Sold | | Settlement Date | | Unrealized Appreciation (Depreciation) |
| Goldman Sachs Bank USA | U.S. Dollar 423 million | | Euro 374 million | | 2/22/2022 | | $ | 1,505 | |
The accompanying notes are an integral part of these consolidated financial statements.
Blackstone Private Credit Fund
Notes to Consolidated Financial Statements
(Unaudited)
(in thousands, except per share data, percentages and as otherwise noted)
Note 1. Organization
Blackstone Private Credit Fund (together with its consolidated subsidiaries “BCRED”BCRED” or the “Company”Company”), is a Delaware statutory trust formed on February 11, 2020. The Company was formed to invest primarily in originated loans and other securities, including broadly syndicated loans, of private U.S. companies. The Company is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”(“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”Act”). The Company is externally managed by Blackstone Credit BDC Advisors LLC (the “Adviser”Adviser”). The Adviser is an affiliate of Blackstone Alternative Credit Advisors LP (the “Administrator”Administrator” and, collectively with its affiliates in the credit-focused business of Blackstone Inc. (“Blackstone”(“Blackstone”), “Blackstone Credit,” which, for the avoidance of doubt, excludes Harvest Fund AdvisersAdvisors LLC and Blackstone Insurance Solutions). The Company intends to electhas elected to be treated for U.S. federal income tax purposes, and intends to qualify annually thereafter, as a regulated investment company (“RIC”(“RIC”) as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”Code”).
The Company’s investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. Under normal circumstances, the Company will invest at least 80% of its total assets (net assets plus borrowings for investment purposes) in private credit investments (loans, bonds and other credit instruments that are issued in private offerings or issued by private companies). Under normal circumstances, the Company expects that the majority of its portfolio will be in privately originated and privately negotiated investments, predominantly direct lending to U.S. companies through (i) first lien senior secured and unitranche loans and (ii) second lien, unsecured, subordinated or mezzanine loans and structured credit, as well as broadly syndicated loans (for which the Company may serve as an anchor investor), club deals (generally investments made by a small group of investment firms) and other debt and equity securities (the investments described in this sentence, collectively, “Private Credit”Credit”). To a lesser extent, the Company may also dynamically invest in publicly traded securities of large corporate issuers (“(“Opportunistic Credit”Credit”). The Company expects that the Opportunistic Credit investments will generally be liquid, and may be used for the purposes of maintaining liquidity for the Company’s share repurchase program and cash management, while also presenting an opportunity for attractive investment returns.
The Company offers on a continuous basis up to $12.5$36.5 billion of common shares of beneficial interest pursuant to an offering registered with the Securities and Exchange Commission.Commission (“SEC”). The Company offers to sell any combination of three classes of common shares, Class S shares, Class D shares and Class I shares, with a dollar value up to the maximum offering amount. The share classes have different ongoing shareholder servicing and/or distribution fees. The initial purchase price for the common shares of beneficial interest was $25.00 per share. Thereafter, the purchase price per share for each class of common shares equals the net asset value (“NAV”(“NAV”) per share, as of the effective date of the monthly share purchase date. Blackstone Securities Partners L.P. (the “Intermediary Manager”Manager”) will use its best efforts to sell shares, but is not obligated to purchase or sell any specific amount of shares in the offering. The Company also engages in private offerings of its common shares.
The Company accepted purchase orders and held investors’ funds in an interest-bearing escrow account until the Company received purchase orders for at least $100.0 million, excluding shares purchased by the Adviser, its affiliates and trustees and officers, in any combination of purchases of Class S shares, Class D shares and Class I shares, and the Company’s Board of Trustees (the “Board”) authorized the release of funds in the escrow account. As of January 7, 2021, the Company had satisfied the minimum offering requirement and commenced its operations after the Company’s Board had authorized the release of proceeds from escrow. As of such date, the Company issued and sold 32,560,141 shares (consisting of 2,750,840 Class S shares, and 29,809,301 Class I shares at an offering price of $25.00 per share; no Class D shares were issued or sold as of such date), and the escrow agent released net proceeds of approximately $814.0 million to the Company as payment for such shares.
The
References to the nine months ended September 30, 2021 representsrepresent the period from January 7, 2021 (commencement of operations) to September 30, 2021.
Note 2. Significant Accounting Policies
Basis of Presentation
The consolidated financial statements have been prepared on the accrual basis of accounting in accordance with U.S. GAAP. As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“(“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“(“FASB”). U.S. GAAP for an investment company requires investments to be recorded at fair value.
The interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 6 and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments considered necessary for 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, 2021. 2022.
All intercompany balances and transactions have been eliminated.
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. Actual results may ultimately differ from those estimates.
Consolidation
As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the results of the Company’s wholly-owned subsidiaries.
As of September 30, 2021,2022, the Company's consolidated subsidiaries were BCRED Bard Peak Funding, LLC (“Bard Peak Funding”), BCRED Bear Peak Funding LLC (“Bear Peak Funding”), BCRED Bison Peak Funding LLC (“Bison Peak Funding”), BCRED Blanca Peak Funding LLC “Blanca Peak Funding”), BCRED Borah Peak Funding LLC (“Borah Peak Funding”), BCRED Bushnell Peak Funding LLC (“Bushnell Peak Funding”), BCRED Castle Peak Funding LLC (“Castle Peak Funding”), BCRED Denali Peak Funding LLC (“Denali Peak Funding”), BCRED Gannett Peak Funding LLC, BCRED Granite Peak Funding LLC (“Granite Peak Funding”), BCRED Haydon Peak Funding LLC (“Haydon Peak Funding”), BCRED Jacque Peak Funding LLC, BCRED Maroon Peak Funding LLC (“Maroon Peak Funding”), BCRED Twin Peaks LLC (“Twin Peaks”), BCRED SirisMeridian Peak Funding LLC (“SirisMeridian Peak Funding”), BCRED Middle Peak Funding LLC (“Middle Peak Funding”), BCRED Monarch Peak Funding LLC (“Monarch Peak Funding”), BCRED Naomi Peak Funding LLC (“Naomi Peak Funding”), BCRED Summit Peak Funding LLC (“Summit Peak Funding”), BCRED Bushnell Peak FundingTwin Peaks LLC (“Bushnell Peak Funding”), BCRED Middle Peak Funding LLC (“Middle Peak Funding”) BCRED Granite Peak Funding LLC (“Granite Peak Funding”), BCRED Bison Peak Funding LLC (“Bison Peak Funding”), BCRED Blanca Peak Funding LLC (“Blanca Peak Funding”Twin Peaks”), BCRED Windom Peak Funding LLC (“Windom Peak Funding”), BCRED BSL WH 2022-1 LLC (“2022-1 BSL WH”), BCRED Investments LLC, andBCRED X Holdings LLC, BCRED BSL CLO 2021-1 Ltd., BCRED BSL CLO 2021-1, LLC, BCRED BSL CLO 2021-2, Ltd., BCRED BSL CLO 2021-2, LLC, BCRED BSL CLO 2022-1 Ltd., BCRED BSL CLO 2022-1 LLC, BCRED MML CLO 2021-1 LLC, BCRED MML CLO 2022-1 LLC, and BCRED MML CLO 2022-2 LLC.
As of December 31, 2020, amounts presented in the financial statements are unconsolidated as the Company had no subsidiaries.
Cash and Cash Equivalents and Restricted Cash
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.
Restricted cash and cash equivalents and restricted foreign currencies include amounts that are collected and are held by trustees who have been appointed as custodians of the assets securing certain of the Company’s financing transactions.
Restricted cash and cash equivalents and restricted foreign currencies are held by the trustees for payment of interest expense and principal on the outstanding borrowings or reinvestment into new assets.
Investments
Investment transactions are recorded on thea trade date.date basis. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.
The Company is required to report its investments for which current market values are not readily available at fair value. The Company values its investments in accordance with FASB 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 readyreadily available market quotation for these investments existed, and these differences could be material. See “– Note 5. Fair Value Measurements and Derivative Instruments”.”
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;available, and otherwise from at least two principal market makers or primary market dealers. To assess the continuing appropriateness of pricing sources and methodologies, the Adviser regularly performs price verification procedures and issues challenges, as necessary, to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. The Adviser does not adjust the prices unless it has a reason to believe market quotations are not reflective of the fair value of an investment. Examples of events that would cause market quotations to not reflect fair value could include cases when a security trades infrequently or not at all, causing a quoted purchase or sale price to become stale, or in the event of a “fire sale” by a distressed seller. All price overrides require approval from the Board.
Where prices or inputs are not available or, in the judgment of the Board, not reliable, valuation techniques based on the facts and circumstances of the particular investment will be utilized. Securities that are not publicly traded or for which market prices are not readily available are valued at fair value as determined in good faith by the Board, based on, among other things, the input of the Adviser, the Audit Committee of the Board (the “Audit Committee”) and independent valuation firms engaged on the recommendation of the Adviser and at the direction of the Board. These valuation approaches involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments’ complexity.
With respect to the quarterly valuation of investments, the Company’s Board undertakeundertakes a multi-step valuation process each quarter in connection with determining the fair value of our investments for which reliable market quotations are not readily available as of the last calendar day of each quarter, which includes, among other procedures, the following:
•The valuation process begins with each investment being preliminarily valued by the Adviser’s valuation team in conjunction with the Adviser’s investment professionals responsible for each portfolio investment;
•In addition, independent valuation firms engaged by the Board prepare quarter-end valuations of such investments except de minimis investments, as determined by the Adviser. The independent valuation firms provide a final range of values on such investments to the Board and the Adviser. The independent valuation firms also provide analyses to support their valuation methodology and calculations;
•The Adviser’s Valuation Committee reviews each valuation recommendation to confirm they have been calculated in accordance with the valuation policy and compares such valuations to the independent valuation firms’ valuation ranges to ensure the Adviser’s valuations are reasonable;
•The Adviser’s Valuation Committee makes valuation recommendations to the Audit Committee;
•The Audit Committee reviews the valuation recommendations made by the Adviser’s Valuation Committee, including the independent valuation firms’ quarterly valuations, and once approved, recommends them for approval by the Board; and
•The Board reviews the valuation recommendations of the Audit Committee and determines the fair value of each investment in the portfolio in good faith based on the input of the Audit Committee, the Adviser’s Valuation Committee and, where applicable, the independent valuation firms and other external service providers.
When the Company determines its NAV as of the last day of a month that is not also the last day of a calendar quarter, the Company intends to update the value of securities with reliable market quotations to the most recent market quotation. For securities without reliable market quotations, pursuant to authority delegateda process approved by the Board, the Adviser’s valuation team will generally value such assets at the most recent quarterly valuation unless the Adviser determines that a significant observable change has occurred since the most recent quarter end with respect to the investment (which determination may be as a result of a material event at a portfolio company, material change in market spreads, secondary market transaction in the securities of an investment or otherwise). If the Adviser determines such a change has occurred with respect to one or more investments, the Adviser will determine whether to update the value for each relevant investment using a range of values from an independent valuation firm, where applicable, in accordance with the Company's valuation policy, pursuant to authority delegateda process approved by the Board. Additionally, the Adviser may otherwise determine to update the most recent quarter end valuation of an investment without reliable market quotations that the Adviser considers to be material to the Company using a range of values from an independent valuation firm.
Month-end NAV determinations are ratified subsequently by the Board at its next regularly scheduled meeting.As part of the valuation process, the Board will taketakes into account relevant factors in determining the fair value of our investments for which reliable market quotations are not readily available, many of which are loans, including and in combination, as relevant, of: (i) the estimated enterprise value of a portfolio company, (ii) the nature and realizable value of any collateral, (iii) the portfolio company’s ability to make payments based on its earnings and cash flow, (iv) the markets in which the portfolio company does business, (v) a comparison of the portfolio company’s securities to any similar publicly traded securities, and (vi) overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity or debt sale occurs, the Board, or its delegateswith the assistance of the Adviser, the Audit Committee and independent valuation firms, will consider whether the pricing indicated by the external event corroborates its valuation. See Note 5. Fair Value Measurements.
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 September 30, 2022 and December 31, 2021, the Company had $561.9$1,168.6 million and $663.6 million, respectively, of receivables for investments sold. As of September 30, 2022 and December 31, 2021, the Company had $1,457.0$1,379.2 million and $997.4 million, respectively, of payables for investments purchased.
Derivative Instruments
The Company recognizes all derivative instruments as assets or liabilities at fair value in its consolidated financial statements. 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 is generally is not exchanged, but is only used as the basis on which interest and other payments are exchanged. Derivative instruments are subject to various risks similar to non-derivative instruments including market, credit, liquidity, and operational risks. The Company manages these risks on an aggregate basis as part of its risk management process.
From time to time, the Company may enter into forward currency contracts which is an obligation between two parties to purchase or sell a specific currency for an agreed-upon price at a future date. The Company utilizes forward currency contracts to economically hedge the currency exposure associated with certain foreign-denominated debt issued by the Company. The use of forward currency contracts does not eliminate fluctuations in the price of the underlying debt the Company has, but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the exchange rates on the contract date and reporting date and are recorded as unrealized appreciation (depreciation). The fair value of the foreign currency forwards are included as derivative assets at fair value or derivative liabilities at fair value on the
Company's Consolidated Statements of Assets and Liabilities. Changes in the fair value of the foreign currency forwards are presented in realized gains (losses) and unrealized appreciation (depreciation) in the Consolidated Statements of Operations. Additionally, the Company uses interest rate swaps to mitigate interest rate risk associated with the Company's fixed rate liabilities. The fair value of the interest rate swaps are included as a derivative assets at fair value or derivative liability at fair value on the Company's Consolidated Statements of Assets and Liabilities. Changes in fair value of interest rate swaps entered into by the Company and not designated as hedging instruments are presented in realized gains (losses) and unrealized appreciation (depreciation) in the Consolidated Statements of Operations.
The Company designated certain interest rate swaps as the hedging instrument in a qualifying fair value hedge accounting relationship, and therefore the change in fair value of the hedging instrument and hedged item are recorded in Interest expense and recognized as components of Interest expense in the Consolidated Statements of Operations. The change in fair value of the interest rate swap is offset by a change in the carrying value of the fixed rate debt.
Forward Purchase Agreement
The Company was party to a forward purchase agreement (the "Facility Agreement"“Facility Agreement,” defined in Note 7)8) whereby it wasis obligated to purchase certain assets that were acquired by the Financing Provider, subject to certain contingencies.
Forward purchase agreements are recognized at fair value through current period gains or losses on the date on which the contract is entered into and are subsequently re-measured at fair value. All forward purchase agreements are carried as assets when fair value is positive and as liabilities when fair value is negative. A forward purchase agreement is derecognized when the obligation specified in the contract is discharged, canceled or expired.
Foreign Currency Transactions
Amounts denominated in foreign currencies are translated into U.S. dollars on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates effective on the last 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 includes net changes in fair values on investments held resulting from foreign exchange rate fluctuations in translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations, if any. Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.
Revenue Recognition
Interest Income
Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period. For the three and nine months ended September 30, 2022, the Company recorded $1.8 million and $3.2 million, respectively, in non-recurring interest income (e.g., prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts). For the three and nine months ended September 30, 2021, the Company recorded $2.3 million and $3.4 million, respectively, in non-recurring interest income (e.g., prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts and ticking fees)discounts).
PIK Income
The Company has loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization
dates, and is generally due at maturity. Such income is included in interest income in the Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to shareholders in the form of dividends, even though the Company has not yet collected cash. For the three and nine months ended September 30, 2022, the Company recorded PIK income of $36.7 million and $89.5 million, respectively. For the three and nine months ended September 30, 2021, the Company recorded PIK income of $1.2 million and $1.9 million, respectively.
Dividend Income
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies. For the three and nine months ended September 30, 2022, the Company recorded dividend income of $25.2 million and $70.3 million, respectively. For the three and nine months ended September 30, 2021, the Company recorded no dividend income.
Fee Income
The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment, syndication and other miscellaneous fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered. For the three and nine months ended September 30, 2022, the Company recorded fee income of $12.8 million and $26.8 million, respectively. For the three and nine months ended September 30, 2021, the Company recorded fee income of $5.7 million and $13.9 million, respectively.
Non-Accrual Income
Loans are generally placed on non-accrual status when there is reasonable doubt thatwhether 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 September 30, 2022 and December 31, 2021, no loans in the portfolio were on non-accrual status.
Organization and Offering Expenses
Costs associated with the organization of the Company are expensed as incurred. These expenses consist primarily of legal fees and other costs of organizing the Company.
Costs associated with the offering of the Company’s shares are capitalized as “deferred offering costs” on the Consolidated Statements of Assets and Liabilities and amortized over a twelve-month period from incurrence. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s continuous offering.
For the three and nine months ended September 30, 2021,2022, the Company accrued organization costs of $0.0 million and $1.1$0.0 million, and offering costs of $1.6 million and $3.8 million, respectively. For the three and nine months ended September 30, 2021, the Company accrued organization costs of $0.0 million and $1.1 million, and offering costs of $1.0 million and $2.6 million, respectively.
Deferred Financing Costs and Debt Issuance Costs
Deferred financing and debt issuance costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. These expenses are deferred and amortized into interest expense over the life of the related debt instrument using the straight-line method.instrument. 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 (including the 2021-1 Debt, defined in Note 6) 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. 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 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 (i) 98% of its ordinary income for the calendar year, (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 (iii) any income realized, but not distributed, in prior years. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed.
For the three and nine months ended September 30, 2022, the Company incurred $0.0 million and $0.3 million, respectively, of U.S. federal excise tax. For the three and nine months ended September 30, 2021, the Company did not incur any U.S. federal exerciseexcise tax.
Allocation of Income, Expenses, Gains and Losses
Income, expenses (other than those attributable to a specific class), gains and losses are allocated to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.
Distributions
To the extent that the Company has taxable income available, the Company intends to make monthly distributions to its shareholders. Distributions to shareholders are recorded on the record date. All distributions will be paid at the discretion of the Board and will depend on the Company’s earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time. Although the gross distribution per share is generally equivalent for each share class, the net distribution for each share class is reduced for any class specific expenses, including distribution and shareholder servicing fees, if any.
Recent Accounting Pronouncements
In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying U.S. 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 Financial Accounting Standards Board (“FASB”)FASB issued guidance providing optional temporary financial reporting relief fromASU No. 2021-01, Reference Rate Reform (Topic 848), which expanded the effectscope of certain types of contract modifications dueTopic 848 to the planned discontinuation of the LIBOR (London Interbank Offered Rate) or other interbank-offered based reference rates as of the end ofinclude derivative instruments impacted by discounting transition. ASU 2020-04 and ASU 2021-01 are effective for all entities through December 2021. Management continues to evaluate the impact of the guidance and may apply other elections, as applicable, as
the expected market transition to alternative reference rates evolves.31, 2022. The Company did not utilize the optional expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company is currently evaluating the impact of the adoption of ASU 2020-04 during the nine months ended September 30, 2021.and 2021-01 on its consolidated financial statements.
Note 3. Fees, Expenses, Agreements and Related Party Transactions
Investment Advisory Agreement
On October 5, 2020, the Company entered into an investment advisory agreement with the Adviser (the “Investment Advisory Agreement”Agreement”), 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 Investment Advisory Agreement is effective for an initial two-year term and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the independent trustees. The Company may terminate the Investment Advisory Agreement, without payment of any penalty, upon 60 days’ written notice. The Investment Advisory Agreement will automatically terminate in the event of its assignment within the meaning of the 1940 Act and related SEC guidance and interpretations. On May 2, 2022, the Investment Advisory Agreement was renewed and continued for an additional one-year period ending on May 31, 2023.
The Company 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. Substantial additional fees and expenses may also be charged by the Administrator to the Company, which is an affiliate of the Adviser. The Adviser agreed to waive the management fee and incentive fee based on income through July 7, 2021.
On August 2, 2022, the Company and the Adviser entered into an amended and restated investment advisory agreement (the “Amended and Restated Investment Advisory Agreement”), which was approved by the Board, including a majority of the Independent Trustees. The Amended and Restated Investment Advisory Agreement altered the Investment Advisory Agreement by removing certain “sunset” provisions that previously stated that certain requirements of the NASAA Omnibus Guidelines would no longer apply if the Fund’s shares become "covered securities" within the meaning of Section 18 of the Securities Act of 1933, as amended, and amending certain undertakings provisions, including to clarify compliance with NASAA Omnibus Guidelines. No other changes were made to the Investment Advisory Agreement.
Base Management Fee
The management fee is payable monthly in arrears at an annual rate of 1.25% of the value of the Company’s net assets as of the beginning of the first calendar day of the applicable month. For purposes of the Investment Advisory Agreement, net assets means the Company’s total assets less liabilities determined on a consolidated basis in accordance with U.S. GAAP. The management fee calculation will be prorated for any partial months, including the first calendar month in which the Company commenced operations.
For the three and nine months ended September 30, 2022, base management fees were $71.0 million and $186.6 million, respectively. For the three and nine months ended September 30, 2021, base management fees representing $22.5 million and $39.5 million, respectively, of which $1.2 million and $18.2 million, respectively, were fully waived. As of September 30, 20212022 and December 31, 2020, $21.32021, $71.0 million and $0.0$35.0 million, respectively, was payable to the Adviser relating to management fees.
Incentive Fees
The incentive fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of income and a portion is based on a percentage of capital gains, each as described below.
(i) Income based incentive feefees
The portion based onfirst part of the Company’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that are received from portfolio companies) accrued during the calendar quarter, minus operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreementan administration agreement entered into between the Company and the Administrator (“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 and any shareholder servicing and/or distribution fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that has not yet been received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns. Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Company’s net
assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized).
The Company pays its Adviser an income based incentive fee quarterly in arrears with respect to the Company’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:
•No incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25% per quarter (5.0% annualized);
•100% of the dollar amount of Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). The Company refers to this portion of the Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up.” This “catch-up” is meant to provide the Adviser with approximately 12.5% of Pre-Incentive Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment income exceeds 1.43% in any calendar quarter; and
•12.5% of the dollar amount of Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized).
These calculations are prorated for any period of less than three months, including the first quarter the Company commenced operations, and are adjusted for any share issuances or repurchases during the relevant quarter.
(ii) Capital gains incentive feefees
The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year in an amount equal to 12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains as calculated in accordance with U.S. GAAP.
For the three and nine months ended September 30, 2022, the Company accrued income based incentive fees of $83.7 million and $194.8 million, respectively. For the three and nine months ended September 30, 2021, the Company accrued income based incentive fees of $21.7 million and $35.5 million, respectively, of which $1.1 million and $14.9 million respectively, were waived. As of September 30, 20212022 and December 31, 2020,2021, there was $20.6$83.7 million and $0.0$36.0 million, respectively, payable to the Adviser for the income based incentive fees. For the three and nine months ended September 30, 2022, the Company accrued capital gains incentive fees of $0.0 million and $(15.1) million, respectively, none of which was payable under the Investment Advisory Agreement. For the three and nine months ended September 30, 2021, the Company
accrued capital gains incentive fees of $3.2 million and $12.5 million, respectively, none of which $12.5 million was payable as of September 30, 2021 under the Investment Advisory Agreement.
Administration Agreement
On October 5, 2020, the Company entered into an administration agreement (the “Administration Agreement”Agreement”) with 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 StatesU.S. Securities and Exchange Commission (the “SEC” “SEC”) and other regulators, preparing materials and coordinating meetings of the Company’s Board, managing the payment of expenses, the payment of receipt of funds for investments and the performance of administrative and professional services rendered by others and providing office space, equipment and office services. The Company will reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations under the Administration Agreement. Such reimbursement will include the Company’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) the Company’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Company; and (iii) any internal audit group personnel of Blackstone or any of its affiliates, subject to the limitations described in Investment Advisory and Administration Agreements. In addition, pursuant to the terms of the Administration Agreement, the Administrator may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Company will reimburse the Administrator for any services performed for the Company by such affiliate or third party. The Administrator hired a sub-administrator to assist in the provision of administrative services. The sub-administrator will receive compensation for its sub-administrative services under a sub-administration agreement.
Unless earlier terminated as described below, the Administration Agreement is effective for an initial two-year term and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the independent trustees. The Company may terminate the Administration Agreement, without payment of any penalty, upon 60 days’ written notice. The Investment Advisory Agreement will automatically terminate in the event of its assignment within the meaning of the 1940 Act and related SEC guidance and interpretations. On May 2, 2022, the Administration Agreement was renewed and continued for an additional one-year period ending on May 31, 2023.
For the three and nine months ended September 30, 2022, the Company incurred $1.9 million and $4.1 million, respectively, in expenses under the Administration Agreement, which were recorded in “administrative service expenses” in the Company’s Consolidated Statements of Operations. For the three and nine months ended September 30, 2021, the Company incurred $0.6 million and $1.2 million, respectively, in expenses under the Administration Agreement, which were recorded in “administrative service expenses” in the Company’s Consolidated Statements of Operations.Agreement. As of September 30, 20212022 and December 31, 2020, $0.82021, $0.9 million and $0.0$1.2 million, respectively, was unpaid and included in “due to affiliates” in the Consolidated Statements of Assets and Liabilities.Liabilities, respectively.
Sub-Administration Agreement
On October 5, 2020, the Administrator entered into a sub-administration agreement (the “Sub-AdministrationSub Administration Agreement”) with State Street Bank and Trust Company. The sub-administrator will receive compensation for its sub-administrative services under the Sub-Administration Agreement.
Intermediary Manager Agreement
On October 5, 2020, the Company entered into an intermediarymanager agreement (the “IntermediaryManager Agreement”Agreement”) with Blackstone Securities Partners L.P. (the “Intermediary Manager”), an affiliate of the Adviser. Pursuant to the Intermediary Manager Agreement, no upfront transaction fee will be paid with respect to Class S shares, Class D shares or Class I shares, however, if shareholders purchase Class S shares or Class D shares through certain financial intermediaries, they may directly charge shareholders transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that selling agents limit such charges to a 1.5% cap on NAV for Class D shares and 3.5% cap on NAV for Class S shares. Under the terms of the Intermediary Manager Agreement, the Intermediary Manager will serve as the intermediary manager for the Company’s public offering of its common shares. The Intermediary Manager will be entitled to receive shareholder servicing and/or distribution fees monthly in arrears at an annual rate of 0.85% and 0.25% of the value of the Company’s net assets attributable to Class S and Class D shares, respectively, as of the beginning of the first
calendar day of the month. No shareholder servicing and/or distribution fees will be paid with respect to Class I. The shareholder servicing and/or distribution fees will be payable to the Intermediary Manager, but the Intermediary Manager anticipates that all or a portion of the shareholder servicing fees and/or distribution fees will be retained by, or reallowed (paid) to, participating brokers.
The Company will cease paying the shareholder servicing and/or distribution fees on the Class S shares and Class D shares on the earlier to occur of the following: (i) a listing of Class I shares, (ii) a merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets or (iii) the date following the completion of the primary portion of the offering on which, in the aggregate, underwriting compensation from all sources in connection with the offering, including the shareholder servicing and/or distribution fees and other underwriting compensation, is equal to 10% of the gross proceeds from the primary offering. In addition, consistent with the exemptive relief allowing the Company to offer multiple classes of shares, at the end of the month in which the Intermediary Manager in conjunction with the transfer agent determines that total transaction or other fees, including upfront placement fees or brokerage commissions, and shareholder servicing and/or distribution fees paid with respect to the shares held in a shareholder’s account would exceed, in the aggregate, 10% of the gross proceeds from the sale of such shares (or a lower limit as determined by the Intermediary Manager or the applicable selling agent), the Company will cease paying the shareholder servicing and/or distribution fee on the Class S shares and Class D shares in such shareholder’s account. Compensation paid with respect to the shares in a shareholder’s account will be allocated among each share such that the compensation paid with respect to each individual share will not exceed 10% of the offering price of such share. The Company may modify this requirement in a manner that is consistent with applicable exemptive relief. At the end of such month, the Class S shares or Class D shares in such shareholder’s account will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such Class S or Class D shares.
The Intermediary Manager is a broker-dealer registered with the SEC and is a member of the Financial Industry Regulatory Authority (“FINRA”(“FINRA”).
The Intermediary Manager Agreement may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”,persons,” as defined in the 1940 Act, of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or the Intermediary Manager Agreement or by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Intermediary Manager or the Adviser. The Intermediary Manager Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act.
Distribution and Servicing Plan
On October 5, 2020, the Board approved a distribution and servicing plan (the “Distribution “Distribution and Servicing Plan”Plan”). The following table shows the shareholder servicing and/or distribution fees the Company pays the Intermediary Manager with respect to the Class S, Class D and Class I on an annualized basis as a percentage of the Company’s NAV for such class.
| | | | | |
| Shareholder
Servicing and/or
Distribution
Fee as a %
of NAV |
| Class S shares | 0.85 | % |
| Class D shares | 0.25 | % |
| Class I shares | — | |
The shareholder servicing and/or distribution fees is paid monthly in arrears, calculated using the NAV of the applicable class as of the beginning of the first calendar day of the month and subject to FINRA and other limitations on underwriting compensation.
The Intermediary Manager will reallow (pay) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services. Because the shareholder servicing and/or distribution fees with respect to Class S shares and Class D shares are calculated based on the aggregate NAV for all of the outstanding shares of each such class, it reduces the NAV with respect to all shares of each such class, including shares issued under the Company’s distribution reinvestment plan.
Eligibility to receive the shareholder servicing and/or distribution fee is conditioned on a broker providing the following ongoing services with respect to the Class S or Class D shares: assistance with recordkeeping, answering investor inquiries regarding the Company, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. If the applicable broker is not eligible to receive the shareholder servicing and/or distribution fee due to failure to provide these services, the Intermediary Manager will waive the shareholder servicing fee and/or distribution that broker would have otherwise been eligible to receive. The shareholder servicing and/or distribution fees are ongoing fees that are not paid at the time of purchase.
For the three and nine months ended September 30, 2022, the Company accrued distribution and shareholder servicing fees of $13.8 million and $35.7 million, which were attributable to Class S shares, respectively. For the three and nine months ended September 30, 2022, the Company accrued distribution and shareholder servicing fees of $0.6 million and $1.6 million, which were attributable to Class D shares, respectively.
For the three and nine months ended September 30, 2021, the Company accrued distribution and shareholder servicing fees of $3.4 million and $5.6 million, respectively, which were attributable to Class S shares.shares, respectively. For the three and nine months ended September 30, 2021, the Company accrued distribution and shareholder servicing fees of $0.1 million and $0.1 million, respectively, which were attributable to Class D shares.
shares, respectively.
Expense Support and Conditional Reimbursement Agreement
On October 5, 2020, the Company entered into an expense support and conditional reimbursement agreement (the “Expense Support Agreement”Agreement”) with the Adviser. The Adviser may elect to pay certain Company expenses on the Company’s behalf (each, an “Expense Payment”Payment”), provided that no portion of the payment will be used to pay any interest expense or shareholder servicing and/or distribution fees of the Company. Any Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Company in any combination of cash or other immediately available funds no later than forty-five days after such commitment was made in writing, and/or offset against amounts due from the Company to the Adviser or its affiliates.
Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s shareholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Excess “Excess Operating Funds”Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by
the Adviser to the Company within three years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company shall be referred to herein as a “Reimbursement Payment.” “Available Operating Funds” means the sum of (i) the Company’s net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the Company’s net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).
The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent the Adviser has waived its right to receive such payment for the applicable month.
The following table presents a summary of Expense Payments and the related Reimbursement Payments since the Company's commencement of operations:
| | | | | | | | | | | | | | | | | | | | |
| For the Month Ended | | Expense Payments by Adviser | | Reimbursement Payments to Adviser | | Unreimbursed Expense Payments |
| January 31, 2021 | | $ | 1,608 | | | $ | (1,608) | | | $ | — | |
| February 28, 2021 | | 591 | | | (591) | | | — | |
| Total | | $ | 2,199 | | | $ | (2,199) | | | $ | — | |
For the three and nine months ended September 30, 2022 the Adviser made Expense Payments in the amount of $0.0 million and $0.0 million, respectively. For the three and nine months ended September 30, 2022, there were no Reimbursement Payments made to the Adviser.
For the three and nine months ended September 30, 2021, the Adviser made Expense Payments in the amount of $0.0 million and $2.2 million, respectively. For the three and nine months ended September 30, 2021, there were Reimbursement Payments made to the Adviser of $0.0 million and $2.2 million, respectively.
Controlled/Affiliated Portfolio Companies
Escrow AgreementUnder the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Under the 1940 Act, “non-affiliated investments” are defined as investments that are neither controlled investments nor affiliated investments. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled affiliated investments is contained in the accompanying consolidated financial statements, including the Consolidated Schedule of Investments.
The Company has made investments in controlled/affiliated companies, including BCRED Emerald JV LP (“Emerald JV”) and Specialty Lending Company (“SLC”).
On October 5, 2020,11, 2021, a wholly-owned subsidiary of the Company and a third-party investor entered into an escrowa limited liability company agreement (the “Escrow Agreement”) with UMB Bank, N.A.SLC. SLC is a specialty finance company focused on investing in consumer credit and is led by a management team with deep expertise in the consumer finance industry. The investment in SLC allows the Company to gain exposure to a different asset class than its core investing focus of senior secured lending to private U.S. companies. At the time of the transaction, the wholly-owned subsidiary of the Company and the third-party investor each committed $315 million and $35 million, respectively, to SLC. The Company received purchase orders and held investors’ fundsdoes not consolidate its equity interest in an interest-bearing escrow account until it received purchase orders for at least $100 million (excluding any shares purchased by the Adviser, its affiliates and the Company’s trustees and officers but including any shares purchased in any private offerings), and the Board authorized the releaseSLC.
For further description of the escrowed purchase order proceeds to the Company, which occurred on January 7, 2021.Emerald JV, see “Note 11. Joint Venture-.”
Note 4. Investments
The composition of the Company’s investment portfolio at cost and fair value was as follows:
| | | September 30, 2021 | | September 30, 2022 | | December 31, 2021 |
| | Cost | | Fair Value | | % of Total
Investments at
Fair Value | | Cost | | Fair Value | | % of Total
Investments at
Fair Value | | Cost | | Fair Value | | % of Total
Investments at
Fair Value |
| First lien debt | First lien debt | $ | 15,765,482 | | | $ | 15,822,772 | | | 89.20 | % | First lien debt | $ | 44,901,859 | | | $ | 43,902,022 | | | 89.67 | % | | $ | 28,076,107 | | | $ | 28,143,451 | | | 91.39 | % |
| Second lien debt | Second lien debt | 1,508,467 | | | 1,528,857 | | | 8.62 | | Second lien debt | 2,256,935 | | | 2,111,420 | | | 4.31 | | | 1,799,656 | | | 1,813,872 | | | 5.89 | |
| Unsecured debt | Unsecured debt | 17,039 | | | 16,357 | | | 0.09 | | Unsecured debt | 21,432 | | | 17,370 | | | 0.04 | | | 6,061 | | | 5,842 | | | 0.02 | |
| Structured finance investments | Structured finance investments | 197,900 | | | 198,108 | | | 1.12 | | Structured finance investments | 409,571 | | | 357,384 | | | 0.73 | | | 287,275 | | | 286,610 | | | 0.93 | |
| Equity investments | 170,054 | | | 172,290 | | | 0.97 | | |
| Investment in joint venture | | Investment in joint venture | 1,895,396 | | | 1,856,239 | | | 3.79 | | | — | | | — | | | — | |
Equity investments(1) | | Equity investments(1) | 690,426 | | | 714,568 | | | 1.46 | | | 528,924 | | | 545,918 | | | 1.77 | |
| Total | Total | $ | 17,658,942 | | | $ | 17,738,384 | | | 100.00 | % | Total | $ | 50,175,620 | | | $ | 48,959,003 | | | 100.00 | % | | $ | 30,698,023 | | | $ | 30,795,693 | | | 100.00 | % |
(1)Includes equity investment in SLC.
The industry composition of investments at fair value was as follows:
| | | | | | | | |
| September 30, 2021 | |
Aerospace & Defense | 1.98 | % | |
Air Freight & Logistics | 4.43 | | |
Airlines | 0.20 | | |
Auto Components | 0.48 | | |
Beverages | 0.18 | | |
Building Products | 3.67 | | |
Capital Markets | 0.31 | | |
Chemicals | 0.96 | | |
Commercial Services & Supplies | 4.94 | | |
Communications Equipment | 0.05 | | |
Construction Materials | 0.14 | | |
Construction & Engineering | 1.94 | | |
Containers & Packaging | 1.24 | | |
Distributors | 0.98 | | |
Diversified Consumer Services | 6.26 | | |
Diversified Financial Services | 2.82 | | |
Diversified Telecommunication Services | 0.23 | | |
Electrical Equipment | 4.32 | | |
Electronic Equipment, Instruments & Components | 0.71 | | |
Electric Utilities | 0.25 | | |
Energy Equipment & Services | 0.29 | | |
Entertainment | 0.10 | | |
Food Products | 0.17 | | |
Health Care Equipment & Supplies | 2.05 | | |
Health Care Providers & Services | 11.27 | | |
Health Care Technology | 1.73 | | |
Hotels, Restaurants & Leisure | 0.96 | | |
Household Durables | 0.56 | | |
Independent Power and Renewable Electricity Producers | 0.14 | | |
Industrial Conglomerates | 0.54 | | |
Insurance | 5.34 | | |
Interactive Media & Services | 0.43 | | |
| | | | | | | | | | | |
| September 30, 2022 | | December 31, 2021 |
| Aerospace & Defense | 1.38 | % | | 1.14 | % |
| Air Freight & Logistics | 2.89 | | | 2.94 | |
| Airlines | 0.08 | | | 0.10 | |
| Auto Components | 0.19 | | | 0.28 | |
| Beverages | 0.16 | | | 0.10 | |
| Building Products | 2.40 | | | 2.89 | |
| Capital Markets | 0.34 | | | 0.52 | |
| | | | | | | | |
Internet & Direct Marketing Retail | 1.77 | | |
IT Services | 2.07 | | |
Leisure Products | 0.57 | | |
Life Sciences Tools & Services | 0.75 | | |
Machinery | 0.67 | | |
Marine | 0.01 | | |
Media | 0.66 | | |
Metals & Mining | 0.38 | | |
Oil, Gas & Consumable Fuels | 0.24 | | |
Pharmaceuticals | 0.38 | | |
Professional Services | 9.13 | | |
Real Estate Management & Development | 1.29 | | |
Road & Rail | 0.43 | | |
Software | 14.26 | | |
Specialty Retail | 0.33 | | |
Technology Hardware, Storage & Peripherals | 0.34 | | |
Textiles, Apparel & Luxury Goods | 0.20 | | |
Trading Companies & Distributors | 1.48 | | |
Transportation Infrastructure | 5.21 | | |
Wireless Telecommunication Services | 0.16 | | |
Total | 100.00 | % | |
| | | | | | | | | | | |
| Chemicals | 0.46 | | | 0.63 | |
| Commercial Services & Supplies | 3.93 | | | 5.50 | |
| Construction Materials | 0.10 | | | 0.08 | |
| Construction & Engineering | 0.71 | | | 1.08 | |
| Containers & Packaging | 0.79 | | | 0.78 | |
| Distributors | 0.63 | | | 0.99 | |
| Diversified Consumer Services | 3.10 | | | 4.36 | |
Diversified Financial Services (1) | 2.28 | | | 3.33 | |
| Diversified Telecommunication Services | 0.54 | | | 0.65 | |
| Electrical Equipment | 0.91 | | | 2.45 | |
| Electronic Equipment, Instruments & Components | 0.40 | | | 0.32 | |
| Electric Utilities | 0.10 | | | 0.16 | |
| Energy Equipment & Services | 0.09 | | | 0.14 | |
| Entertainment | 0.08 | | | 0.09 | |
| Food Products | 0.07 | | | 0.12 | |
| Health Care Equipment & Supplies | 1.61 | | | 1.77 | |
| Health Care Providers & Services | 12.03 | | | 11.34 | |
| Health Care Technology | 2.35 | | | 1.58 | |
| Hotels, Restaurants & Leisure | 0.77 | | | 0.54 | |
| Household Durables | 0.27 | | | 0.30 | |
| | | |
| Industrial Conglomerates | 1.03 | | | 0.54 | |
| Insurance | 4.75 | | | 4.40 | |
| Interactive Media & Services | 0.29 | | | 0.24 | |
| Internet & Direct Marketing Retail | 2.26 | | | 2.52 | |
| IT Services | 4.74 | | | 5.74 | |
| Investment in Joint Venture | 3.79 | | | — | |
| Leisure Products | 0.20 | | | 0.35 | |
| Life Sciences Tools & Services | 0.45 | | | 0.93 | |
| Machinery | 0.14 | | | 0.34 | |
| Marine | 0.46 | | | 0.72 | |
| Media | 0.46 | | | 0.35 | |
| Metals & Mining | 0.14 | | | 0.16 | |
| Oil, Gas & Consumable Fuels | 0.27 | | | 0.18 | |
| Paper & Forest Products | 0.14 | | | 0.37 | |
| Personal Products | 0.08 | | | — | |
| Pharmaceuticals | 0.57 | | | 0.25 | |
| Professional Services | 12.57 | | | 14.27 | |
| Real Estate Management & Development | 0.54 | | | 0.76 | |
| Road & Rail | 0.04 | | | 0.25 | |
| Software | 24.48 | | | 18.61 | |
| Specialty Retail | 0.32 | | | 0.46 | |
| Technology Hardware, Storage & Peripherals | 0.10 | | | 0.20 | |
| Textiles, Apparel & Luxury Goods | 0.07 | | | 0.11 | |
| Trading Companies & Distributors | 0.78 | | | 0.88 | |
| Transportation Infrastructure | 2.57 | | | 3.10 | |
| Wireless Telecommunication Services | 0.10 | | | 0.09 | |
| Total | 100.00 | % | | 100.00 | % |
(1)Includes equity investment in SLC.
The geographic composition of investments at cost and fair value was as follows:
| | | September 30, 2021 | | September 30, 2022 |
| | Cost | | Fair Value | | % of Total
Investments at
Fair Value | | Fair Value
as % of Net
Assets | | Cost | | Fair Value | | % of Total
Investments at
Fair Value | | Fair Value
as % of Net
Assets |
| United States | United States | $ | 16,941,973 | | | $ | 17,020,982 | | | 95.96 | % | | 200.93 | % | United States | $ | 45,632,191 | | | $ | 44,752,239 | | | 91.41 | % | | 199.98 | % |
| Europe | Europe | 305,359 | | | 303,109 | | | 1.71 | | | 3.59 | | Europe | 3,329,455 | | | 3,096,697 | | | 6.33 | | | 13.84 | |
| Canada | Canada | 216,425 | | | 218,859 | | | 1.23 | | | 2.59 | | Canada | 822,868 | | | 770,204 | | | 1.57 | | | 3.44 | |
| Cayman Islands | Cayman Islands | 189,990 | | | 190,201 | | | 1.07 | | | 2.25 | | Cayman Islands | 391,106 | | | 339,863 | | | 0.69 | | | 1.52 | |
| Australia | 5,195 | | | 5,233 | | | 0.03 | | | 0.06 | | |
| Total | Total | $ | 17,658,942 | | | $ | 17,738,384 | | | 100.00 | % | | 209.42 | % | Total | $ | 50,175,620 | | | $ | 48,959,003 | | | 100.00 | % | | 218.78 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 |
| Cost | | Fair Value | | % of Total
Investments at
Fair Value | | Fair Value
as % of Net
Assets |
| United States | $ | 28,955,027 | | | $ | 29,050,466 | | | 94.32 | % | | 226.00 | % |
| Europe | 1,190,619 | | | 1,190,884 | | | 3.87 | | | 9.26 | |
| Canada | 267,830 | | | 270,342 | | | 0.88 | | | 2.10 | |
| Cayman Islands | 279,365 | | | 278,788 | | | 0.91 | | | 2.17 | |
| Australia | 5,182 | | | 5,213 | | | 0.02 | | | 0.04 | |
| Total | $ | 30,698,023 | | | $ | 30,795,693 | | | 100.00 | % | | 239.57 | % |
As of September 30, 2022 and December 31, 2021, no loans in the portfolio were on non-accrual status.
As of September 30, 2022 and December 31, 2021, on a fair value basis, approximately 99.0%99.7% and 99.6%, respectively, of our performing debt investments bore interest at a floating rate and approximately 1.0%0.3% and 0.4%, respectively, of our performing debt investments bore interest at a fixed rate.
Note 5. Fair Value Measurements and Derivative Instruments
The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date.
The fair value hierarchy under ASC 820 prioritizes the inputs to valuation methodology used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:
•Level 1: Inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.
•Level 2: Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities and certain over-the-counter derivatives where the fair value is based on observable inputs.
•Level 3: Inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include debt and equity investments in privately held entities, collateralized loan obligations (“CLOs”(“CLOs”) and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfer occurs.
In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC 820.820 and Rule 2a-5 under the 1940 Act, which defines fair value as the value of a portfolio investment for which market quotations are not readily available. A market quotation is "readily available" only when it is a quoted price (unadjusted) in active markets for identical instruments that a fund can access at the measurement date, provide that such a quotation is not considered to be readily available if it is not reliable. 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”(“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”(“EBITDA”) or another key financial metric (e.g., such as revenues, cash flows or net income) (“(“Performance Multiple”Multiple”). Performance Multiples are typically determined based upon a review of publicly traded comparable companies and market comparable transactions, if any. The second method for determining EV (and primary method for control investments with reliable projections) uses a discounted cash flow analysis whereby future expected cash flows and the anticipated terminal value of the portfolio company are discounted to determine a present value using estimated discount rates. The income approach is generally used when the Adviser has visibility into the long term projected cash flows of a portfolio company, which is more common with control investments.
Subsequently, for non-control debt investments that are not credit-impaired, and where there is an absence of available market quotations, fair value is determined using a yield analysis. To determine fair value using a yield analysis, the expected cash flows are projected based on the contractual terms of the debt security and discounted back to the measurement date based on a market yield. A market yield is determined based upon an assessment of current and expected market yields for similar investments and risk profiles. The Company considers the current contractual interest rate, the maturity and other terms of the
investment relative to risk of the company and the specific investment. A key determinant of risk, among other things, is the leverage through the investment relative to the enterprise value of the portfolio company. As debt investments held by the Company are substantially illiquid with no active transaction market, the Company depends on primary market data, including newly funded transactions, as well as secondary market data with respect to high yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable. The fair value of loans with call protection is generally capped at par plus applicable prepayment premium in effect at the measurement date.
Investments
The following table presents the fair value hierarchy of financial instruments:
| | | September 30, 2021 | | September 30, 2022 |
| | Level 1 | | Level 2 | | Level 3 | | Total | | Level 1 | | Level 2 | | Level 3 | | Total |
| First lien debt | First lien debt | $ | — | | | $ | 4,947,895 | | | $ | 10,874,877 | | | $ | 15,822,772 | | First lien debt | $ | — | | | $ | 8,278,199 | | | $ | 35,623,823 | | | $ | 43,902,022 | |
| Second lien debt | Second lien debt | — | | | 882,806 | | | 646,051 | | | 1,528,857 | | Second lien debt | — | | | 842,501 | | | 1,268,919 | | | 2,111,420 | |
| Unsecured debt | Unsecured debt | — | | | 16,357 | | | — | | | 16,357 | | Unsecured debt | — | | | 17,370 | | | — | | | 17,370 | |
| Structured finance obligations | Structured finance obligations | — | | | — | | | 198,108 | | | 198,108 | | Structured finance obligations | — | | | 69,486 | | | 287,898 | | | 357,384 | |
Equity investments | Equity investments | — | | | — | | | 172,290 | | | 172,290 | | Equity investments | — | | | — | | | 714,568 | | | 714,568 | |
| | Total investments | | Total investments | — | | | 9,207,556 | | | 37,895,208 | | | 47,102,764 | |
Investments measured at NAV(2) | | Investments measured at NAV(2) | — | | | — | | | — | | | 1,856,239 | |
| | Total | Total | $ | — | | | $ | 5,847,058 | | | $ | 11,891,326 | | | $ | 17,738,384 | | Total | $ | — | | | $ | 9,207,556 | | | $ | 37,895,208 | | | $ | 48,959,003 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 |
| Level 1 | | Level 2 | | Level 3 | | Total |
| First lien debt | $ | — | | | $ | 5,096,942 | | | $ | 23,046,509 | | | $ | 28,143,451 | |
| Second lien debt | — | | | 1,013,739 | | | 800,133 | | | 1,813,872 | |
| Unsecured debt | — | | | 5,842 | | | — | | | 5,842 | |
| Structured finance obligations | — | | | 81,018 | | | 205,592 | | | 286,610 | |
Equity investments(1) | — | | | — | | | 545,918 | | | 545,918 | |
| Total investments | $ | — | | | $ | 6,197,541 | | | $ | 24,598,152 | | | $ | 30,795,693 | |
(1)Includes equity investment in SLC.
(2)Includes equity investment in the Emerald JV (refer to Note 11). Certain investments that are measured at fair value using the NAV practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet.
The following table presents changechanges in the fair value of financial instruments for which Level 3 inputs were used to determine the fair value:
| | | Three Months Ended September 30, 2021 | | Three Months Ended September 30, 2022 |
| | First Lien
Debt | | Second Lien
Debt | | Structured Finance Investments | | Equity | | Total Investments | | Forward Purchase Obligation | | First Lien
Debt | | Second Lien
Debt | | Structured Finance Investments | | Equity | | Total Investments |
| Fair value, beginning of period | Fair value, beginning of period | $ | 5,346,267 | | | $ | 453,487 | | | $ | — | | | $ | 56,877 | | | $ | 5,856,631 | | | $ | — | | Fair value, beginning of period | $ | 32,556,391 | | | $ | 1,446,075 | | | $ | 298,409 | | | $ | 702,034 | | | $ | 35,002,909 | |
| Purchases of investments | Purchases of investments | 6,055,199 | | | 422,557 | | | 197,899 | | | 113,178 | | | 6,788,833 | | | — | | Purchases of investments | 5,978,812 | | | 71,844 | | | — | | | 2,805 | | | 6,053,461 | |
| Proceeds from principal repayments and sales of investments | Proceeds from principal repayments and sales of investments | (320,070) | | | (5,499) | | | — | | | — | | | (325,569) | | | — | | Proceeds from principal repayments and sales of investments | (2,597,994) | | | (182,082) | | | — | | | — | | | (2,780,076) | |
| Accretion of discount/amortization of premium | Accretion of discount/amortization of premium | 8,651 | | | 189 | | | 2 | | | — | | | 8,842 | | | — | | Accretion of discount/amortization of premium | 39,220 | | | 933 | | | 52 | | | — | | | 40,206 | |
| Net realized gain (loss) | Net realized gain (loss) | 749 | | | 24 | | | — | | | — | | | 773 | | | — | | Net realized gain (loss) | (11,758) | | | (2,206) | | | — | | | — | | | (13,964) | |
| Net change in unrealized appreciation (depreciation) | Net change in unrealized appreciation (depreciation) | 2,981 | | | 1,614 | | | 207 | | | 2,235 | | | 7,037 | | | — | | Net change in unrealized appreciation (depreciation) | (266,806) | | | (16,191) | | | (10,563) | | | 9,728 | | | (283,832) | |
Transfers into Level 3 (1) | Transfers into Level 3 (1) | 90,087 | | | 28,097 | | | — | | | — | | | 118,184 | | | — | | Transfers into Level 3 (1) | 193,055 | | | 111,523 | | | — | | | — | | | 304,578 | |
Transfers out of Level 3 (1) | Transfers out of Level 3 (1) | (308,987) | | | (254,418) | | | — | | | — | | | (563,405) | | | — | | Transfers out of Level 3 (1) | (267,097) | | | (160,977) | | | — | | | — | | | (428,074) | |
| Fair value, end of period | Fair value, end of period | $ | 10,874,877 | | | $ | 646,051 | | | $ | 198,108 | | | $ | 172,290 | | | $ | 11,891,326 | | | $ | — | | Fair value, end of period | $ | 35,623,823 | | | $ | 1,268,919 | | | $ | 287,898 | | | $ | 714,568 | | | $ | 37,895,208 | |
| Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2021 | $ | 5,042 | | | $ | 1,649 | | | $ | 207 | | | $ | 2,235 | | | 9,133 | | | $ | — | | |
| Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2022 included in net unrealized appreciation (depreciation) on the Consolidated Statements of Operations | | Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2022 included in net unrealized appreciation (depreciation) on the Consolidated Statements of Operations | $ | (267,815) | | | $ | (16,191) | | | $ | (10,159) | | | $ | 9,729 | | | $ | (284,436) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, 2022 |
| First Lien
Debt | | Second Lien
Debt | | Structured Finance Investments | | Equity | | Total Investments |
| Fair value, beginning of period | $ | 23,046,509 | | | $ | 800,133 | | | $ | 205,592 | | | $ | 545,918 | | | $ | 24,598,152 | |
| Purchases of investments | 15,919,276 | | | 595,997 | | | 122,159 | | | 193,127 | | | 16,830,559 | |
| Proceeds from principal repayments and sales of investments | (3,204,195) | | | (182,080) | | | — | | | (31,769) | | | (3,418,044) | |
| Accretion of discount/amortization of premium | 87,705 | | | 2,191 | | | 114 | | | — | | | 90,010 | |
| Net realized gain (loss) | (10,188) | | | (2,184) | | | — | | | 144 | | | (12,228) | |
| Net change in unrealized appreciation (depreciation) | (364,753) | | | (55,881) | | | (39,968) | | | 7,148 | | | (453,453) | |
| Transfers into Level 3 (1) | 380,165 | | | 164,614 | | | — | | | — | | | 544,781 | |
| Transfers out of Level 3 (1) | (230,697) | | | (53,871) | | | — | | | — | | | (284,567) | |
| Fair value, end of period | $ | 35,623,823 | | | $ | 1,268,919 | | | $ | 287,898 | | | $ | 714,568 | | | $ | 37,895,208 | |
| Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2022 included in net unrealized appreciation (depreciation) on the Consolidated Statements of Operations | $ | (364,088) | | | $ | (53,924) | | | $ | (39,967) | | | $ | 7,147 | | | $ | (450,832) | |
(1)For the nine months ended September 30, 2022, transfers into or out of Level 3 were primarily due to decreased or increased price transparency, respectively.
| | | Nine Months Ended September 30, 2021 | | Three Months Ended September 30, 2021 |
| | First Lien
Debt | | Second Lien
Debt | | Structured Finance Investments | | Equity | | Total Investments | | Forward Purchase Obligation | | First Lien
Debt | | Second Lien
Debt | | Structured Finance Investments | | Equity | | Total Investments | | Forward Purchase Obligation |
| Fair value, beginning of period | Fair value, beginning of period | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | Fair value, beginning of period | $ | 5,346,267 | | | $ | 453,487 | | | $ | — | | | $ | 56,877 | | | $ | 5,856,631 | | | $ | — | |
| Purchases of investments | Purchases of investments | 11,089,353 | | | 644,485 | | | 197,899 | | | 170,054 | | | 12,101,791 | | | — | | Purchases of investments | 6,055,199 | | | 422,557 | | | 197,899 | | | 113,178 | | | 6,788,833 | | | — | |
| Proceeds from principal repayments and sales of investments | Proceeds from principal repayments and sales of investments | (250,267) | | | (2,005) | | | — | | | — | | | (252,272) | | | (3,709) | | Proceeds from principal repayments and sales of investments | (320,070) | | | (5,499) | | | — | | | — | | | (325,569) | | | — | |
| Accretion of discount/amortization of premium | Accretion of discount/amortization of premium | 11,893 | | | 257 | | | 2 | | | — | | | 12,152 | | | — | | Accretion of discount/amortization of premium | 8,651 | | | 189 | | | 2 | | | — | | | 8,842 | | | — | |
| Net realized gain (loss) | Net realized gain (loss) | 694 | | | 15 | | | — | | | — | | | 709 | | | 3,709 | | Net realized gain (loss) | 749 | | | 24 | | | — | | | — | | | 773 | | | — | |
| Net change in unrealized appreciation (depreciation) | Net change in unrealized appreciation (depreciation) | 23,204 | | | 3,299 | | | 207 | | | 2,236 | | | 28,946 | | | — | | Net change in unrealized appreciation (depreciation) | 2,981 | | | 1,614 | | | 207 | | | 2,235 | | | 7,037 | | | — | |
| Transfers into Level 3 (1) | | Transfers into Level 3 (1) | 90,087 | | | 28,097 | | | — | | | — | | | 118,184 | | | — | |
| Transfers out of Level 3 (1) | | Transfers out of Level 3 (1) | (308,987) | | | (254,418) | | | — | | | — | | | (563,405) | | | — | |
| Fair value, end of period | Fair value, end of period | $ | 10,874,877 | | | $ | 646,051 | | | $ | 198,108 | | | $ | 172,290 | | | $ | 11,891,326 | | | $ | — | | Fair value, end of period | $ | 10,874,877 | | | $ | 646,051 | | | $ | 198,108 | | | $ | 172,290 | | | $ | 11,891,326 | | | $ | — | |
| Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2021 | Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2021 | $ | 23,162 | | | $ | 3,299 | | | $ | 207 | | | $ | 2,236 | | | 28,904 | | | $ | — | | Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2021 | $ | 5,042 | | | $ | 1,649 | | | $ | 207 | | | $ | 2,235 | | | 9,133 | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine months ended September 30, 2021 |
| First Lien
Debt | | Second Lien
Debt | | Structured Finance Investments | | Equity | | Total Investments | | Forward Purchase Obligation |
| Fair value, beginning of period | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| Purchases of investments | 11,089,353 | | | 644,485 | | | 197,899 | | | 170,054 | | | 12,101,791 | | | — | |
| Proceeds from principal repayments and sales of investments | (250,267) | | | (2,005) | | | — | | | — | | | (252,272) | | | (3,709) | |
| Accretion of discount/amortization of premium | 11,893 | | | 257 | | | 2 | | | — | | | 12,152 | | | — | |
| Net realized gain (loss) | 694 | | | 15 | | | — | | | — | | | 709 | | | 3,709 | |
| Net change in unrealized appreciation (depreciation) | 23,204 | | | 3,299 | | | 207 | | | 2,236 | | | 28,946 | | | — | |
| Fair value, end of period | $ | 10,874,877 | | | $ | 646,051 | | | $ | 198,108 | | | $ | 172,290 | | | $ | 11,891,326 | | | $ | — | |
| Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2021 | $ | 23,162 | | | $ | 3,299 | | | $ | 207 | | | $ | 2,236 | | | 28,904 | | | $ | — | |
(1)For the three and nine months ended September 30, 2021, transfers into or out of Level 3 were primarily due to decreased or increased price transparency, respectively.
The following table presents quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments. The table is not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to the Company’s determination of fair value.
| | | September 30, 2021 | | September 30, 2022 |
| | | Range | | | | Range | |
| | Fair Value | | Valuation
Technique | | Unobservable
Input | | Low | | High | | Weighted Average (1) | | Fair Value | | Valuation
Technique | | Unobservable
Input | | Low | | High | | Weighted
Average (1) |
| Investments in first lien debt | Investments in first lien debt | $ | 10,425,360 | | | Yield analysis | | Discount rate | | 4.53 | % | | 9.91 | % | | 7.27 | % | Investments in first lien debt | $ | 34,814,597 | | | Discounted cash flow | | Discount rate | | 6.64 | % | | 18.45 | % | | 9.86 | % |
| | | 29,003 | | | EV Coverage | | Market Multiple | | 7.0x | | 7.0x | | 7.0x |
| | 449,517 | | | Market quotations | | Broker quoted price | | 93.25 | | 100.38 | | 99.52 | | 780,223 | | | Market quotations | | Quoted price | | 66.97% | | 99.50% | | 93.26% |
| | 10,874,877 | | | | 35,623,823 | | |
| Investments in second lien debt | Investments in second lien debt | 274,690 | | | Yield analysis | | Discount rate | | 7.94 | % | | 10.33 | % | | 8.88 | % | Investments in second lien debt | 918,781 | | | Discounted Cash Flow | | Discount Rate | | 9.96 | % | | 14.10 | % | | 11.51 | % |
| | 371,361 | | | Market quotations | | Broker quoted price | | 98.00 | | 101.50 | | 99.66 | | 350,138 | | | Market quotations | | Quoted price | | 66.24 | % | | 100.50 | % | | 90.35 | % |
| | 646,051 | | | | 1,268,919 | | |
| Investments in structured finance | Investments in structured finance | 198,108 | | | Market quotations | | Broker quoted price | | 97.99 | | 100.17 | | 99.65 | Investments in structured finance | 287,898 | | | Market quotations | | Quoted price | | 80.83% | | 97.50% | | 87.29% |
| Investments in equity | Investments in equity | 38,076 | | | Market approach | | Performance multiple | | 7.00x | | 21.79x | | 15.10x | Investments in equity | 202,507 | | | Performance Multiple | | Market Multiple | | 5.00x | | 29.61x | | 22.37x |
| | 6,236 | | | Option pricing model | | Expected volatility | | 65.00 | % | | 65.00 | % | | 65.00 | % | | 25,126 | | | Option Pricing Model | | Volatility | | 30.00 | % | | 48.00 | % | | 37.37 | % |
| | 127,978 | | | Yield analysis | | Discount rate | | 10.39 | % | | 12.52 | % | | 11.26 | % | | 296,989 | | | Discounted Cash Flow | | Discount Rate | | 11.67 | % | | 13.98 | % | | 12.97 | % |
| | 172,290 | | | | 189,946 | | | Recent transaction | | Transaction price | | 100.00 | % | | 100.00 | % | | 100.00 | % |
| | | 714,568 | | | | | | | |
| Total | Total | $ | 11,891,326 | | | Total | $ | 37,895,208 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 |
| | | | | | | Range | | |
| Fair Value | | Valuation
Technique | | Unobservable
Input | | Low | | High | | Weighted
Average (1) |
| Investments in first lien debt | $ | 22,414,991 | | | Yield analysis | | Discount rate | | 4.68 | % | | 10.34 | % | | 7.40 | % |
| 631,518 | | | Market quotations | | Broker quoted price | | 98.00 | | 100.25 | | 99.49 |
| 23,046,509 | | | | | | | | | | | |
| Investments in second lien debt | 400,584 | | | Yield analysis | | Discount rate | | 8.15 | % | | 13.04 | % | | 9.98 | % |
| 399,549 | | | Market quotations | | Broker quoted price | | 98.00 | | 101.50 | | 99.07 |
| 800,133 | | | | | | | | | | | |
| Investments in structured finance | 205,592 | | | Market quotations | | Broker quoted price | | 96.69 | | 100.00 | | 99.23 |
| Investments in equity | 74,022 | | | Market approach | | Performance multiple | | 7.25x | | 31.28x | | 21.38x |
| 22,722 | | | Option pricing model | | Expected volatility | | 30.00 | % | | 49.00 | % | | 38.24 | % |
| 236,774 | | | Yield analysis | | Discount rate | | 10.89 | % | | 12.19 | % | | 11.50 | % |
| 212,400 | | | Recent transaction | | Transaction price | | 100.00 | % | | 100.00 | % | | 100.00 | % |
| 545,918 | | | | | | | | | | | |
| Total | $ | 24,598,152 | | | | | | | | | | | |
(1)Weighted averages are calculated based on fair value of investments.
The significant unobservable input used in the yield analysis is the discount rate based on comparable market yields. The significant unobservable input used for market quotations are broker quoted prices provided by independent pricing services. The significant unobservable input used under the market approach is the performance multiple. Significant increases in discount rates would result in a significantly lower fair value measurement. Significant decreases in quoted prices or performance multiples would result in a significantly lower fair value measurement.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of the Company’s investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, it could realize significantly less than the value at which the Company has recorded it. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned.
Financial Instruments Not Carried at Fair Value
Debt | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2022 | | December 31, 2021 |
| Net Carrying
Value(1)(2)(3) | | Fair Value | | Net Carrying
Value(1)(2)(3) | | Fair Value |
| Bard Peak Funding Facility | $ | 1,449,196 | | | $ | 1,449,196 | | | $ | 879,000 | | | $ | 879,000 | |
| Castle Peak Funding Facility | 1,195,027 | | | 1,195,027 | | | 1,171,809 | | | 1,171,809 | |
| Maroon Peak Funding Facility | 800,000 | | | 800,000 | | | 483,952 | | | 483,952 | |
| Summit Peak Funding Facility | 1,535,572 | | | 1,535,572 | | | 1,643,154 | | | 1,643,154 | |
| Denali Peak Funding Facility | 749,800 | | | 749,800 | | | 668,400 | | | 668,400 | |
| Bushnell Peak Funding Facility | 600,000 | | | 600,000 | | | 395,500 | | | 395,500 | |
| Granite Peak Funding Facility | 562,700 | | | 562,700 | | | 248,000 | | | 248,000 | |
| Middle Peak Funding Facility | 599,950 | | | 599,950 | | | 799,550 | | | 799,550 | |
| Bison Peak Funding Facility | 1,467,300 | | | 1,467,300 | | | 1,320,800 | | | 1,320,800 | |
| Blanca Peak Funding Facility | 1,000,000 | | | 1,000,000 | | | 892,800 | | | 892,800 | |
| Windom Peak Funding Facility | 1,612,648 | | | 1,612,648 | | | 989,759 | | | 989,759 | |
| Monarch Peak Funding Facility | 1,123,400 | | | 1,123,400 | | | 567,400 | | | 567,400 | |
| Borah Peak Funding Facility | 381,000 | | | 381,000 | | | — | | | — | |
| Naomi Peak Funding Facility | 340,000 | | | 340,000 | | | — | | | — | |
| Meridian Peak Funding Facility | 100,000 | | | 100,000 | | | — | | | — | |
| 2022-1 BSL WH | 168,000 | | | 168,000 | | | — | | | — | |
| Revolving Credit Facility | 1,543,710 | | | 1,543,710 | | | 1,144,422 | | | 1,144,422 | |
| June 2024 Notes | 413,517 | | | 415,757 | | | 431,854 | | | 431,738 | |
| June 2026 Notes | 397,444 | | | 389,987 | | | 396,952 | | | 390,400 | |
| September 2024 Notes | 344,879 | | | 347,189 | | | 361,805 | | | 359,232 | |
| December 2026 Notes | 1,155,655 | | | 1,174,535 | | | 1,227,844 | | | 1,218,850 | |
| November 2026 Eurobonds | 484,402 | | | 482,156 | | | 563,695 | | | 564,473 | |
| November 2024 Notes | 470,872 | | | 473,960 | | | 496,054 | | | 499,946 | |
| March 2027 Notes | 988,722 | | | 973,084 | | | 987,298 | | | 1,010,942 | |
| January 2025 Notes | 469,326 | | | 472,810 | | | — | | | — | |
| January 2029 Notes | 638,778 | | | 657,770 | | | — | | | — | |
| March 2025 Notes | 852,378 | | | 859,293 | | | — | | | — | |
| May 2027 Notes | 593,636 | | | 595,821 | | | — | | | — | |
| April 2026 UK Bonds | 248,301 | | | 298,836 | | | — | | | — | |
| September 2025 Notes | 590,541 | | | 599,441 | | | — | | | — | |
| 2021-1 BSL Debt | 661,975 | | | 663,000 | | | 661,910 | | | 663,148 | |
| 2022-1 BSL Debt | 418,376 | | | 419,311 | | | — | | | — | |
| 2021-2 Debt | 504,222 | | | 505,800 | | | 504,124 | | | 505,750 | |
| MML 2021-1 Debt | 685,943 | | | 690,000 | | | 685,696 | | | 690,000 | |
| MML 2022-1 Debt | 753,757 | | | 759,000 | | | — | | | — | |
| MML 2022-2 Debt | 297,971 | | | 300,085 | | | — | | | — | |
| Short-Term Borrowings | 844,083 | | | 844,083 | | | 718,156 | | | 718,156 | |
| Total | $ | 27,043,081 | | | $ | 27,150,222 | | | $ | 18,239,934 | | | $ | 18,257,181 | |
(1)The faircarrying value of the Company's June 2024 Notes, June 2026 Notes, September 2024 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes, March 2027 Notes, January 2025 Notes, January 2029 Notes, March 2025 Notes, May 2027 Notes, April 2026 UK Bonds and
September 2025 Notes are presented net of unamortized debt issuance costs of $2.2 million, $2.5 million, $2.3 million, $19.6 million, $6.1 million, $3.1 million, $11.3 million, $3.9 million, $11.2 million, $7.3 million, $2.5 million, $3.1 million, and $8.9 million respectively, as of September 30, 2022. The carrying value of the Company's June 2024 Notes, September 2024 Notes, June 2026 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes and March 2027 Notes are presented net of unamortized debt issuance costs of $3.1 million, $3.2 million, $3.0 million, $22.2 million, $6.3 million, $3.9 million, and $12.7 million, respectively, as of December 31, 2021.
(2)The November 2026 Eurobonds are denominated in Euros and were converted from local currency (EUR) to U.S. Dollars at the time of the transaction. The April 2026 UK Bonds are denominated in British Pounds and were converted from local currency (GBP) to U.S. Dollars at the time of the transaction.
(3)The carrying value of the Company’s credit facilities, which would be categorized as Level 3 within the fair value hierarchy,2021-1 BSL Debt, 2022-1 BSL Debt, 2021-2 Debt, MML 2021-1 Debt and MML 2022-1 Debt, and MML 2022-2 Debt is presented net of unamortized debt issuance costs of $1.0 million, $1.6 million, $1.6 million, $4.2 million, $5.3 million, and $2.5 million as of September 30, 2021, approximates their2022. The carrying value as the credit facilities have variable interest based on selected short term rates.
The fair value of the Company’s 2024 Notes, New 2024 Notes, 2026 Notes2021-1 BSL Debt, 2021-2 Debt and New 2026 Notes (as defined in Note 6), which would be categorizedMML 2021-1 Debt is presented net of unamortized debt issuance costs of $1.1 million, $1.7 million, and $4.3 million as Level 2 within theof December 31, 2021.
The following table presents fair value hierarchy,measurements of the Company’s debt obligations as of September 30, 2021 was $431.7 million, $364.6 million, $396.8 million2022 and $897.6 million, respectively, based on vendor pricing received by the Company.December 31, 2021: | | | | | | | | | | | |
| September 30, 2022 | | December 31, 2021 |
| Level 1 | $ | — | | | $ | — | |
| Level 2 | 6,339,074 | | | 3,653,442 | |
| Level 3 | 20,811,148 | | | 14,603,739 | |
| Total debt | $ | 27,150,222 | | | $ | 18,257,181 | |
The following table representsFinancial Instruments Not Carried at Fair Value
As of September 30, 2022 and December 31, 2021, the carrying values (before debt issuance costs) and fair valuesamounts of the Company’s 2021-1 Debt (as defined below) disclosed but not carriedassets and liabilities, other than investments at fair value as of September 30, 2021:
| | | | | | | | | | | | | | |
| | September 30, 2021 |
| Description | | Carrying Value | | Fair Value |
| Class A Notes | | $ | 499,800 | | | $ | 499,800 | |
| Class B Notes | | 38,760 | | | 38,764 | |
| Class C Notes | | 59,160 | | | 59,165 | |
| Class D Notes | | 65,280 | | | 65,132 | |
| Class E Notes | | — | | | — | |
| Total Secured Notes (“2021-1 Debt”) | | $ | 663,000 | | | $ | 662,861 | |
Theand debt, approximate fair value determination of the Company’s 2021-1 Debt was based on the market quotations received from broker/dealers. These fair value measurements were based on significant unobservable inputs and thus represent Level 3 measurements as defined in the accounting guidance for fair value measurement.
Otherdue to their short maturities.
The carrying amounts of the Company’s financial assets and liabilities, other than investments at fair value the 2024 Notes, the New 2024 Notes, the 2026 Notes, the New 2026 Notes, and the 2021-1 Debt,forward purchase obligation, approximate fair value. These financial instruments arewould be categorized as Level 3 within the hierarchy.
Note 6. Derivatives
The Company enters into derivative financial instruments in the normal course of business to achieve certain risk management objectives, including managing its interest rate and foreign currency risk exposures.
The net fair value of foreign currency and interest rate derivative contracts are included within Derivative assets and Derivative liabilities, respectively, in the Statements of Assets and Liabilities.
The table below summarizes the aggregate notional amount and fair value of the Company’s derivative financial instruments as of September 30, 2022 and December 31, 2021.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2022 |
| Level 1 | | Level 2 | | Level 3 | | Total Fair Value | | Notional |
| Derivative Assets | | | | | | | | | |
| Foreign currency forward contract | $ | — | | | $ | 1,642 | | | $ | — | | | $ | 1,642 | | | $ | 66,656 | |
| | | | | | | | | |
| Total Fair Value | — | | | 1,642 | | | — | | | 1,642 | | | 66,656 | |
| | | | | | | | | |
| Derivative Liabilities | | | | | | | | | |
| Foreign currency forward contract | — | | | (1,336) | | | — | | | (1,336) | | | 94,771 | |
| Interest rate swaps | — | | | (263,674) | | | — | | | (263,674) | | | 5,425,000 | |
| Total Fair Value | $ | — | | | $ | (265,010) | | | $ | — | | | $ | (265,010) | | | $ | 5,519,771 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 |
| Level 1 | | Level 2 | | Level 3 | | Total Fair Value | | Notional |
| Derivative Assets | | | | | | | | | |
| Foreign currency forward contract | $ | — | | | $ | — | | | $ | 1,505 | | | $ | 1,505 | | | $ | 423,123 | |
In the table above:
•The fair value of derivatives are presented gross.
•The notional amount represents the absolute value amount of all outstanding derivative contracts.
•All foreign currency derivatives are not designated in hedge relationships.
•All interest rate swaps are designated in fair value hedge relationships.
•The Company has not applied counterparty netting or collateral netting to offset Derivative Assets and Derivative Liabilities in the Consolidated Statements of Assets and Liabilities.
The table below presents the impact to the Consolidated Statement of Operations from Derivative Assets and Liabilities not designated in a qualifying hedge accounting relationship for the three and nine month periods ended September 30, 2022 and September 30, 2021, respectively.
The unrealized gains and losses on the Derivative assets and Derivative liabilities not designated in a qualifying hedge accounting relationship are included within Net change in unrealized appreciation (depreciation) on Derivative instruments in the Consolidated Statement of Operations. The realized gains and losses on the Derivative assets and Derivative liabilities not designated in a qualifying hedge accounting relationship are included within Foreign currency and other transactions in the Consolidated Statement of Operations.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Unrealized gain (loss) | | | | | | | |
| Foreign currency forward contract | $ | (452) | | | $ | — | | | $ | (2,499) | | | $ | — | |
| Total Unrealized gain (loss) | $ | (452) | | | $ | — | | | $ | (2,499) | | | $ | — | |
| Realized gain (loss) | | | | | | | |
| Foreign currency forward contract | $ | (2,412) | | | $ | — | | | $ | (33,326) | | | $ | — | |
| Interest rate swaps | — | | | — | | | — | | | — | |
| Total Realized gain (loss) | $ | (2,412) | | | $ | — | | | $ | (33,326) | | | $ | — | |
Hedging
The Company designated certain interest rate swaps as the hedging instrument in a qualifying fair value hedge accounting relationship.
The table below presents the impact to the Consolidated Statement of Operations from Derivative Assets and Liabilities designated in a qualifying hedge accounting relationship for the three and nine month periods ended September 30, 2022 and September 30, 2021, respectively.
For derivative instruments designated in qualifying hedge relationships, the change in fair value of the hedging instrument and hedged item are recorded in Interest expense and recognized as components of Interest expense in the Consolidated Statements of Operations.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Interest rate swaps | $ | (167,469) | | | $ | — | | | $ | (263,674) | | | $ | — | |
| Hedged items | 165,162 | | | — | | | 262,336 | | | — | |
The table below presents the carrying value of unsecured borrowings that are designated in a qualifying hedging relationship and the related cumulative hedging adjustment (increase/decrease) from current and prior hedging relationships included in such carrying values:
| | | | | | | | | | | | | | |
| Description | | Carrying Value | | Cumulative Hedging Adjustments |
| Unsecured notes | | $ | 7,648,453 | | | $ | 262,336 | |
Note 7. 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 September 30, 2022 and December 31, 2021, the Company’s asset coverage was 196.1%181.7% and 170.2%.
SPV Financing Facilities
The following wholly-owned subsidiaries of the Company have entered into secured financing facilities, as described below: Bard Peak Funding, Castle Peak Funding, Maroon Peak Funding, Summit Peak Funding, Denali Peak Funding, Siris Peak Funding, Bushnell Peak Funding, Granite Peak Funding, Middle Peak Funding, Bison Peak Funding, Blanca Peak
Funding, Windom Peak Funding, Monarch Peak Funding, Borah Peak Funding, and Windom2022-1 BSL WH, Naomi Peak Funding, Meridian Peak Funding, Haydon Peak Funding and Bear Peak Funding, which are collectively referred to as the “SPVs”SPVs,” and the secured financing facilities described below are collectively referred to as the “SPV Financing Facilities”Facilities.”
The obligations of each SPV to the lenders under the applicable SPV Financing Facility are secured by a first priority security interest in all of the applicable SPV’s portfolio investments and cash. The obligations of each SPV under the applicable SPV Financing Facility are non-recourse to the Company, and the Company’s exposure to the credit facility is limited to the value of its investment in the applicable SPV.
In connection with the SPV Financing Facilities, the applicable SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. Each SPV Financing Facility contains customary events of default for similar financing transactions, including if a change of control of the applicable SPV occurs. Upon the occurrence and during the continuation of an event of default, the lenders under the applicable SPV Financing Facility may declare the outstanding advances and all other obligations under the applicable SPV Financing Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that the applicable SPV obtain the consent of the lenders under the applicable SPV Financing Facility prior to entering into any sale or disposition with respect to portfolio investments.
As of September 30, 2022 and December 31, 2021, the Company was in compliance with all covenants and other requirements of the SPV Financing Facilities.
Bard Peak Funding Facility
On March 15, 2021, Bard Peak Funding a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (the “Bard Peak Funding Facility”Facility”) with BNP Paribas (“BNPP”(“BNPP”). BNPP serves as administrative agent, Wells Fargo Bank, National Association, serves as collateral agent, and the Company serves as servicer under the Bard Peak Funding Facility.
Advances under the Bard Peak Funding Facility initially bear interest at a per annum rate equal to the benchmark in effect for the currency of the applicable advance (which is three-month LIBOR in effect,the case of dollar advances), plus an applicable margin of 1.55% to 2.15% per annum depending on the nature of the advances being requested under the credit facility.facility, subject to a floor from and after September 15, 2021 of 1.85%. After March 15, 2024, the applicable margin on all outstanding advances will be 3.15%3.05% per annum. Effective July 15, 2021, Bard Peak Funding will pay a commitment fee of 0.90% per annum if the unused facility amount is greater than 50% or 0.35% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments until March 15, 2024, in addition to certain other fees as agreed between Bard Peak Funding and BNPP.
The initial principal amount of the commitmentsmaximum funding amounts under the Bard Peak Funding Facility was $600 million. Effective July 23, 2021, October 29, 2021, November 18, 2021 and December 15, 2021, the maximum commitmentfunding amount of the Bard Peak Funding Facility was increased to $1,000 million.$1.0 billion, $1.5 billion, $2.0 billion and $1.7 billion, respectively. Proceeds from borrowings under the credit facility may be used to fund portfolio investments by Bard Peak Funding and to make advances under delayed draw term loans and revolving loans where Bard Peak Funding is a lender. The period during which Bard Peak Funding may
make borrowings under the Bard Peak Funding Facility expires on March 15, 2024, and the Bard Peak Funding Facility will mature and all amounts outstanding under credit facility must be repaid by March 15, 2026.
On March 15, 2021, concurrent with the closing of the Bard Peak Funding Facility, Maple Park (as defined in Note 7) merged with and into Bard Peak Funding (the “Merger”Merger”) pursuant to an Agreement and Plan of Merger, with Bard Peak Funding the surviving entity of the Merger.
Upon consummation of the Merger, Bard Peak Funding used the proceeds of borrowings under the Bard Peak Funding Facility to repay in full all outstanding indebtedness under the Syndicated Warehouse (as defined in Note 7); and to redeem in full the Subordinated Notes (as defined in Note 7).
Castle Peak Funding Facility
On January 8, 2021, Castle Peak Funding entered into a senior secured revolving credit facility (the “Castle Peak Funding Facility”Facility”) with Citibank, N.A. (“Citi”(“Citi”). Citi serves as administrative agent, Wilmington Trust, National Association, serves as collateral agent, custodian and collateral administrator and the Company serves as collateral manager under the Castle Peak Funding Facility.
Advances used to finance the purchase or origination of broadly syndicated loans under the Castle Peak Funding Facility initially bear interest at a per annum rate equal to the benchmark in effect for the currency of the applicable advances (which is three-month LIBOR for dollar advances), plus the applicable margin of 1.50% per annum. Advances used to finance the purchase or origination of middle market loans under the Castle Peak Funding Facility initially bear interest at a per annum rate equal to LIBORsuch applicable benchmark plus the applicable margin of 2.00% per annum. After January 8, 2024, the applicable margin on outstanding advances will be increased by 1.00% per annum. Castle Peak Funding pays a commitment fee of 1.85% per annum if the unused facility amount is greater than 30% or 0.50% per annum if the unused facility amount is less than or equal to 30% and greater than 10%, based on the average daily unused amount of the financing commitments until January 8, 2024, in addition to certain other fees as agreed between Castle Peak Funding and Citi.
The initial principal amount of the Castle Peak Funding Facility was $200 million. OnEffective March 15, 2021, July 15, 2021 and December 21, 2021, the aggregate principalmaximum commitment amount of the revolving credit commitments under the credit facility was increased to $800 million. Effective July 15, 2021, the maximum commitment amount of the Castle Peak Funding Facility was increased to $1,300 million.million, $1.3 billion and $1.6 billion, respectively. Proceeds from borrowings under the Castle Peak Funding Facility may be used to fund portfolio investments by Castle Peak Funding and to make advances under revolving loans or delayed draw term loans where Castle Peak Funding is a lender. The period during which Castle Peak Funding may make borrowings under the Castle Peak Funding Facility expires on January 8, 2024, and the Castle Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by January 8, 2026.
Maroon Peak Funding Facility
On January 28, 2021, Maroon Peak Funding entered into a senior secured revolving credit facility (the “Maroon Peak Funding Facility”) with Morgan Stanley Bank, N.A. (“MS”(“MS”). Morgan Stanley Senior Funding, Inc. serves as administrative agent , U.S. Bank National Association, serves as collateral agent and the Company serves as collateral manager under the Maroon Peak Funding Facility.
Advances may be used to finance the purchase or origination of broadly syndicated loans under the Maroon Peak Funding Facility and initially bear interest at a per annum rate equal to the three-month LIBORterm SOFR then in effect plus 0.10% plus the applicable spread of 1.30% per annum. After January 28, 2022, the applicable spread on outstanding advances will increase to 2.00% per annum. Effective July 28, 2021, Maroon Peak Funding will pay a commitment fee of 0.50% per annum if the unused facility amount is greater than 10% based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between Maroon Peak Funding and MS.
The initial principal amount of the Maroon Peak Funding Facility was $500 million. On February 26, 2021, March 23, 2021, June 29, 2021 and February 25, 2022, the aggregate principalmaximum commitment amount of the revolving credit commitments under the credit facility was increased to $560 million, $1.0 billion, $700 million and on March 23, 2021, the aggregate principal amount of the revolving credit commitments under the credit facility was increased to $1,000 million. On June 29, 2021, the aggregate principal amount of the revolving credit commitments under the credit facility was decreased to $700 million.$800 million, respectively. Proceeds from borrowings under the Maroon Peak Funding Facility may be used to fund portfolio investments by Maroon Peak Funding and to make advances under revolving loans or delayed draw term loans where Maroon Peak Funding is a lender. All amounts outstanding under the Maroon Peak Funding Facility must be repaid by January 28,October 13, 2023, unless the parties have entered into an extension agreement.
Summit Peak Funding Facility
On March 3, 2021, Summit Peak Funding entered into a senior secured revolving credit facility (which was subsequently amended on May 12, 2021 and as further amended from time to time, the (“Summit Peak Funding Facility”) with Société Générale (“SG”). SG serves as agent, Wilmington Trust, National Association, serves as collateral agent, custodian and collateral administrator and the Company serves as servicer under the Summit Peak Funding Facility.
Advances used to finance the purchase or origination of broadly syndicated loans under the Summit Peak Funding Facility initially bear interest at a blended per annum rate adjusted monthly based on the proportion of the broadly syndicated loans in the portfolio to the proportion of middle market loans in the portfolio, with the rate attributable to broadly syndicated loans equal to the benchmark for the currency of the applicable advance (which is three-month LIBORterm SOFR for dollar advances), plus the applicable margin of 1.50% for certain foreign currency advances to 1.65% per annum for dollar advances, and the rate attributable to middle market loans equal to LIBORsuch applicable benchmark plus the applicable margin of 2.15% for certain foreign currency advances to 2.30% per annum for dollar advances, and with such blended rate subject to a floor of LIBORsuch applicable benchmark plus 2.00% for certain foreign currency advances to 2.15% per annum.annum for dollar advances. Effective September 3, 2021, Summit Peak Funding will pay a commitment fee of 0.25% per annum if the unused facility amount is greater than 25% based on the average daily unused amount of the financing commitments, and effective January 3, 2022, such fee shall increase to 0.40% per annum, terminating on March 1, 2024, in addition to certain other fees as agreed between Summit Peak Funding and SG.
The initial principal amount of the Summit Peak Funding Facility is $500 million. Effective May 12, 2021, October 29, 2021 and March 17, 2022, the maximum commitment amount of the Summit Peak Funding Facility was increased to $1,000 million.$1.0 billion, $2.0 billion and $2.3 billion, respectively. Proceeds from borrowings under the Summit Peak Funding Facility may be used to fund portfolio investments by Summit Peak Funding and to make advances under revolving loans or delayed draw term loans where Summit Peak Funding is a lender. The period during which Summit Peak Funding may make borrowings under the Summit Peak Funding Facility expires on March 1, 2024, and the Summit Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by March 3, 2026.
Denali Peak Funding Facility
Pursuant to the Purchase Agreement (as discussed in Note 10)12), Denali Peak Funding is now indirectly wholly-owned by the Company. Denali Peak Funding is party to a senior secured revolving credit facility (the “Denali Peak Funding Facility”), dated as of October 11, 2018, with Deutsche Bank AG, New York Branch (“DB”), which credit facility was indirectly assumed by the Company pursuant to the Purchase Agreement. DB serves as agent, U.S. Bank National Association serves as collateral agent and collateral custodian and Twin Peaks (as discussed in Note 10)12) serves as servicer under the Denali Peak Funding Facility.
Advances under the Denali Peak Funding Facility initially bear interest at a per annum rate equal to the benchmark for the currency of the applicable advance (which is three-month LIBOR for dollar advances), plus the applicable margin of 2.00%1.95% per annum. After October 11, 2021,September 30, 2024, the applicable margin on outstanding advances was increasedwill increase by 0.25%0.20% per annum. Effective December 30, 2021, Denali Peak Funding will pay a commitment fee of per annum on the unused facility amount.Denali Peak Funding also pays an administrative agency fee to DB, in addition to certain other fees, each as agreed between Denali Peak Funding and DB.
The initial principal amount of the Denali Peak Funding Facility was $200 million, which was fully drawn. Effective September 30, 2021, October 20, 2021 and March 9, 2022, the maximum commitment amount of the Denali Peak Funding Facility was increased to $600 million.million, $675 million and $750 million, respectively. Proceeds from borrowings under the Denali Peak Funding Facility may be used to fund portfolio investments by Denali Peak Funding and to make advances under revolving loans where Denali Peak Funding is a lender. Effective September 30, 2021, the period during which Denali Peak Funding may make borrowings under the Denali Peak Funding Facility expires on September 30, 2024, and the Denali Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by October 11, 2024.
Siris Peak Funding Facility
Pursuant to the Purchase Agreement (as discussed in Note 10), Siris Peak Funding is now indirectly wholly-owned by the Company. Siris Peak Funding is party to a senior secured credit facility (the “Siris Peak Funding Facility”), dated as of October 11, 2018, with SG, which credit facility was indirectly assumed by the Company pursuant to the Purchase Agreement. SG serves as agent, Citibank N.A. serves as collateral agent and collateral custodian, Virtus Group, LP serves as collateral administrator and Twin Peaks (as discussed in Note 10) serves as servicer under the Siris Peak Funding Facility.
Advances under the Siris Peak Funding Facility bear interest at a per annum rate equal to the three-month LIBOR, plus the applicable margin of 2.25% per annum.
As of September 30, 2021, the maximum commitment amount of the Siris Peak Funding Facility was $165.9 million, which was fully drawn and which may not be reborrowed once repaid. Proceeds from borrowings under the Siris Peak Funding Facility may be used to fund portfolio investments by Siris Peak Funding and to make advances under revolving loans where Siris Peak Funding is a lender. The Siris Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by October 11, 2023.2026.
Bushnell Peak Funding Facility
On May 12, 2021, Bushnell Peak Funding a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (the “Bushnell Peak Funding Facility”Facility”) with Bank of America, N.A. (“Bank of America”). Bank of America serves as administrative agent, Wells Fargo Bank, N.A. serves as collateral administrator and the Company serves as investment adviser under the Bushnell Peak Credit Facility.
Advances under the Bushnell Peak Credit Facility bear interest at a per annum rate equal to the “base rate”benchmark for the currency of the applicable advance (which is the greatest of (i) the sum of (A) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve Systemdaily floating LIBOR rate for dollar advances) plus (B) 0.5%, (ii) the prime rate as publicly announced by Bank of America and (iii) one month LIBOR) plus thean applicable margin of 1.35%1.50% to 1.75% per annum.annum depending on the nature of the advances being requested. Bushnell Peak Funding is required to utilize a minimum percentage of the financing commitments, (the “Minimum Utilization Amount”), which amount is equal to 80% of the aggregate commitments beginning one month after the closing date of the Bushnell Peak Credit Facility and thereafter. Unused amounts below the
Minimum Utilization Amountsuch minimum utilization amount accrue a fee at a rate of 1.35%1.60% per annum. In addition, Bushnell Peak Funding will also pay an unused fee of 0.50% per annum on the daily unused amount of the financing commitments in excess of the Minimum Utilization Amount,such minimum utilization amount, commencing one month after the closing date of the Bushnell Peak Credit Facility.Facility, in addition to certain other fees agreed between Bushnell Peak Funding and Bank of America.
The initial principal amount of the Bushnell Peak Credit Facility is $425 million. The Bushnell Peak Credit Facility has an accordion feature, subject toEffective December 6, 2021, the satisfactionmaximum commitment amount of various conditions, which could bring total commitments under the Bushnell Peak CreditFunding Facility to upwas increased to $600 million. Proceeds from borrowings under the Bushnell Peak Credit Facility may be used to fund portfolio investments by Bushnell Peak Funding and to make advances under revolving loans or delayed draw term loans where Bushnell Peak Funding Facility is a lender. All amounts outstanding under the Bushnell Peak Credit Facility must be repaid by the date that is two years after the closing date of the Bushnell Peak Credit Facility.
Granite Peak Funding Facility
On June 17, 2021, Granite Peak Funding a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (the “Granite Peak Funding Facility”Facility”) with Goldman Sachs Bank USA (“GS”(“GS”). GS serves as administrative agent, Wilmington Trust, National Association, serves as collateral agent, custodian and collateral administrator, and the Company serves as servicer under the Granite Peak Funding Facility.
Advances under the Granite Peak Funding Facility initially bear interest at a per annum rate equal to in the case of dollar advances, three-month LIBOR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency,term SOFR, plus an applicable margin of 2.10%2.35% per annum. Commencing on October 15, 2021, Granite Peak Funding will pay an unused commitment fee of 0.25% per annum on the average daily unused commitments under the Granite Peak Funding Facility, which fee shall increase to 0.40% per annum from and after January 13, 2022. The unused commitment fee will be payable only when more than 25% of the total commitments under the Granite Peak Funding Facility are unused, and will terminate when Granite Peak Funding is no longer permitted to make borrowings under the Granite Peak Funding Facility. Granite Peak Funding will also pay to GS an administrative agency fee, at a rate of 0.15% per annum on the aggregate principal amount of outstanding advances under the Granite Peak Funding Facility, in addition to certain other fees, each as agreed between Granite Peak Funding and GS.
The initial principal amount of the commitments under the Granite Peak Funding Facility iswas $250 million. Effective June 7, 2022, the maximum commitment amount of the Granite Peak Funding Facility was increased to $750 million. Proceeds from borrowings under the Granite Peak Funding Facility may be used to fund portfolio investments by Granite Peak Funding and to make advances under delayed draw term loans and revolving loans where Granite Peak Funding is a lender. The period during which Granite Peak Funding may make borrowings under the Granite Peak Funding Facility expires on June 17, 2024, and the Granite Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by June 17, 2026.
Middle Peak Funding Facility
On June 30, 2021, Middle Peak Funding a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (the ”“Middle Peak Funding Facility”Facility”) with MS. MS serves as agent, Wilmington Trust, National Association, serves as collateral agent, custodian and collateral administrator and the Company serves as collateral manager under the Middle Peak Funding Facility.
Advances under the Middle Peak Funding Facility initially bear interest at a per annum rate equal to, in the case of dollar advances, three-month LIBOR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin. The applicable margin will initially be 1.60% per annum for advances used to finance the purchase or origination of broadly syndicated loans, and 2.00% per annum for advances used to finance the purchase or origination of middle market loans. Effective December 30, 2021, the applicable margin for all advances will be 2.00% per annum, and will increase to 2.10% per annum effective on June 30, 2024. Effective October 30, 2021, Middle Peak Funding pays a commitment fee of 0.35% per annum if the unused facility amount is greater than 10% based on the average daily unused amount of the financing commitments, terminating on June 30, 2024. Effective October 30, 2021, Middle Peak Funding pays interest on an interest-only loan in the notional amount of the aggregate commitments under the Middle Peak Funding Facility, in an amount of 0.15% per annum if the unused facility amount is greater than 10% based on the average daily unused amount of the financing commitments, terminating on June 30, 2024, in addition to certain other fees as agreed between Middle Peak Funding and MS.
The initial principal amount of the Middle Peak Funding Facility is $500 million. On October 22, 2021, the Company amended the Middle Peak Funding Facility to, among other things, increase the maximum commitment amount to $800 million from $500 million. Proceeds from borrowings under the Middle Peak Funding Facility may be used to fund portfolio investments by Middle Peak Funding and to make advances under revolving loans or delayed draw term loans where Middle Peak Funding is a lender. The period during which Middle Peak
Funding may make borrowings under the Middle Peak Funding Facility expires on June 30, 2024, and the Middle Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by June 30, 2026.January 3, 2033.
Bison Peak Funding Facility
On July 23, 2021, Bison Peak Funding a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (the ”“Bison Peak Funding Facility”) with Bank of America. Bank of America serves as administrative agent, Wilmington Trust, National Association, serves as collateral administrator and the Company serves as manager under the Bison Peak Funding Facility.
Advances under the Bison Peak Funding Facility bear interest initially at a per annum rate equal to, in the case of dollar advances, three-monththe daily floating LIBOR rate, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin adjusted at one-month or three-month intervals based on the proportion of the broadly syndicated loans, large corporate loans and middle market loans in the portfolio, with the applicable margin attributable to broadly syndicated loans equal to 1.50% per annum, the applicable margin attributable to large corporate loans equal to 1.75% per annum and the applicable margin applicable to middle market loans equal to 2.00% per annum. The applicable margin for all advances will increase by 0.50% per annum effective on July 23, 2024. Effective January 23, 2022, Bison Peak Funding is required to utilize a minimum percentage of the financing commitments, which amount increases in three-month intervals from 20% on such effective date to 80% from and after October 23, 2022 and thereafter. Unused amounts below such minimum utilization amount accrue a fee at a rate of 2.00% per annum. In addition, effective on September 23, 2021, Bison Peak Funding pays an unused fee on the daily unused amount of the financing commitments in excess of such minimum utilization amount, which amount shall initially be 0.20% per annum and shall increase to 0.40% per annum from and after November 23, 2021, in addition to certain other fees as agreed between Bison Peak Funding and Bank of America.
The initial maximum commitment amount of the Bison Peak Funding Facility is $1,000 million.$1.0 billion. Effective September 30, 2021, the maximum commitment amount of the Bison Peak Funding Facility was increased to $1,500 million.$1.5 billion. Proceeds from borrowings under the Bison Peak Funding Facility may be used to fund portfolio investments by Bison Peak Funding and to make advances under revolving loans or delayed draw term loans where Bison Peak Funding is a lender. All amounts outstanding under the Bison Peak Funding Facility must be repaid by July 23, 2026.
Blanca Peak Funding Facility
On August 16, 2021, BCRED Blanca Peak Funding, LLC, a wholly-owned subsidiary of the Company (“Blanca Peak Funding”), entered into a senior secured revolving credit facility (the “Blanca Peak Funding Facility”) with Barclays. Barclays serves as administrative agent, Wilmington Trust, National Association, serves as collateral administrator, collateral agent and securities intermediary and the Company serves as servicer under the Blanca Peak Funding Facility.
Advances under the Blanca Peak Funding Facility initially bear interest at a per annum rate equal to at Blanca Peak Funding’s option, (x) in the case of dollar advances, LIBOR,three-month term SOFR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, or (y) the applicable base rate in effect for such currency, plus an applicable margin adjusted at three-month intervals based on the proportionsof 2.096% per annum. Blanca Peak Funding is required to utilize a minimum of 100% of the broadly syndicated obligationsfirst $1.0 billion of commitments, and other investments in the portfolio, with the applicable margin attributable to broadly syndicated obligations equal to 1.50% per annum and the applicable margin attributable to other portfolio investments equal to 2.00% per annum. Effective February 16,effective December 20, 2022, Blanca Peak Funding is required to utilize a minimum of 75% of the remainder of the financing commitments, subject to adjustment as set forth in the Blanca Peak Funding Facility. Unused amounts below such minimum utilization amount accrue interest at a rate equal to the applicable margin described above. In addition, effective on February 16,December 19, 2022, on any date when Blanca Peak Funding is not utilizing more than 90% of the financing commitments, Blanca Peak Funding will pay an unused fee of 0.50% per annum on the daily unused amount of the financing commitments in excess of such minimum utilization amount, which amount shall initially be 0.50% per annum and shall decreaseamount. Blanca Peak Funding will also pay to 0.25% per annum from and after May 17, 2022,Barclays an administrative agency fee, in addition to certain other fees, each as agreed between Blanca Peak Funding and Barclays. The unused fee shall be 0.0% for any date Blanca Peak Funding is utilizing more than 90% of the financing commitments.
The initial maximum commitment amount of the Blanca Peak Funding Facility is $1,000 million.$1.0 billion, which was increased to $1.5 billion on August 19, 2022. Proceeds from borrowings under the Blanca Peak Funding Facility may be used to fund portfolio investments by Blanca Peak Funding and to make advances under revolving loans or delayed draw term loans where Blanca Peak Funding is a lender. AllThe period during which Blanca Peak Funding may make borrowings under the Blanca Peak Funding Facility expires on December 19, 2024, and all amounts outstanding under the Blanca Peak Funding Facility must be repaid by August 16,19, 2026.
Windom Peak Funding Facility
On September 2, 2021, Windom Peak Funding a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (the “Windom Peak Funding Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”). Wells Fargo serves as administrative agent and collateral administrator and the Company serves as investment adviser under the Windom Peak Funding Facility.
Proceeds from borrowings under the Windom Peak Funding
Facility may be used to fund portfolio investments by Windom Peak Funding during the reinvestment period (which, initially, is scheduled to end three years after the closing date of the Windom Peak Funding Facility) and to make advances under revolving loans or delayed draw term loans in respect of which Windom Peak Funding is a lender. The maximum facility amount of the Windom Peak Funding Facility is $1,000 million.$1.0 billion which increased to $2.0 billion effective March 18, 2022.
Advances under the Windom Peak Funding Facility may be denominated in United States dollars, Canadian dollars, British pound sterling or Euros and will bear interest, payable on a monthly basis in arrears, at a per annum rate equal to the “benchmark” rate for the currency of the applicable advance (which is, initially, LIBORdaily simple SOFR with respect to advances denominated in U.S. dollars, Canadian Dollar Offered Rate (“CDOR”) with respect to advances denominated in Canadian dollars, Sterling Overnight Index Average (“SONIA”) with respect to advances made in British pound sterling and EURIBOR with respect to any advances denominated in Euros)dollar advances) plus the “applicable margin” (which is a blended spread equal to the sum of 1.55% per annum with respect to any advances backed by broadly-syndicated loans and 2.05% per annum with respect to any advances backed by recurring revenue loans, middle market loans, first-lien last out loans or second lien loans).
In addition, Windom Peak Funding will be required to pay fees on the amount of any unused commitment during the reinvestment period of the Windom Peak Funding Facility. The unused commitment fee will equal the weighted daily average of such Unused Facility Amount on each day during the applicable accrual period multiplied by 0.25% during the first six months of the Windom Peak Funding Facility, by 0.50% during the second six months of the Windom Peak Funding Facility and by a blended rate equal to 0.50% on any Unused Facility Amount up to 40% of the maximum facility amount and 1.50% on any Unused Facility Amount exceeding 40% of the maximum facility amount from the 12 month anniversary of the Windom Peak Funding Facility until the end of the reinvestment period.
All amounts outstanding under the Windom Peak Funding Facility must be repaid by September 2, 2026.
Monarch Peak Funding Facility
On November 3, 2021, Monarch Peak Funding entered into a senior secured revolving credit facility (the “Monarch Peak Funding Facility”) with MUFG Bank, Ltd. (“MUFG”). MUFG serves as administrative agent, The Bank of New York Mellon Trust Company, National Association, serves as collateral agent, collateral custodian and collateral administrator and the Company serves as collateral manager under the Monarch Peak Funding Facility.
Advances used to finance the purchase or origination of broadly syndicated loans under the Monarch Peak Funding Facility initially bear interest at a per annum rate equal to one-month term SOFR, plus the applicable margin of 1.65% per annum. Advances used to finance the purchase or origination of middle market loans under the Monarch Peak Funding Facility initially bear interest at a per annum rate equal to one-month term SOFR plus the applicable margin of 2.05% per annum. Commencing on the later of April 3, 2022 and the date that is five months after the most recent closing date of a permitted collateralized loan obligation transaction, Monarch Peak Funding will pay an unused commitment fee of 0.50% per annum on a portion of the daily unused commitments under the Monarch Peak Funding Facility, which fee shall decrease to 0.35% per annum from and after the later of September 3, 2022 and the date that is ten months after the most recent closing date of any such permitted collateralize loan obligation transaction, in addition to certain other fees as agreed between Monarch Peak Funding and MUFG.
The initial principal amount of the Monarch Peak Funding Facility was $1.0 billion. Effective May 1, 2022, the maximum commitment amount of the Monarch Peak Funding Facility was increased to $2.0 billion. Proceeds from borrowings under the Monarch Peak Funding Facility may be used to fund portfolio investments by Monarch Peak Funding and to make advances under revolving loans or delayed draw term loans where Monarch Peak Funding is a lender. The period during which Monarch Peak Funding may make borrowings under the Monarch Peak Funding Facility expires on November 3, 2024, and the Monarch Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by November 3, 2026.
Borah Peak Funding Facility
On April 4, 2022, Borah Peak Funding LLC entered into a senior secured revolving credit facility (the “Borah Peak Funding Facility”) with Bank of America. Bank of America serves as administrative agent, Deutsche Bank Trust Company Americas serves as collateral administrator and the Company serves as manager under the Borah Peak Funding Facility.
Advances under the Borah Peak Funding Facility bear interest initially at a per annum rate equal to a rate per annum equal to one-month term SOFR rate plus the applicable margin of 1.35%. Effective January 4, 2023, Borah Peak Funding is required to utilize a minimum percentage of the financing commitments, which amount increases in three-month intervals from 20% on such effective date to 80% from and after October 4, 2022 and thereafter. Unused amounts below such minimum utilization amount accrue a fee at a rate of 1.35% per annum. In addition, effective on January 4, 2023, Borah Peak Funding pays an unused fee on the daily unused amount of the financing commitments in excess of such minimum utilization amount, which amount shall initially be 0.25% per annum, in addition to certain other fees as agreed between Borah Peak Funding and Bank of America.
The initial maximum commitment amount of the Borah Peak Funding Facility is $400 million. Proceeds from borrowings under the Borah Peak Funding Facility may be used to fund portfolio investments by Borah Peak Funding and to make advances under revolving loans or delayed draw term loans where Borah Peak Funding is a lender. All amounts outstanding under the Borah Peak Funding Facility must be repaid by April 4, 2024.
2022-1 BSL WH Funding Facility
On May 16, 2022, 2022-1 BSL WH entered into a senior secured revolving credit facility (the “2022-1 BSL WH Funding Facility” with Société Générale (“SG”). SG serves as administrative agent, Deutsche Bank Trust Company Americas serves as custodian, and the Company serves as collateral manager under the 2022-1 BSL WH Funding Facility.
Advances under the 2022-1 BSL WH Funding Facility bear interest initially at a per annum rate equal to three-month term SOFR plus an applicable margin of 1.30% per annum. The applicable margin will increase to 1.60% per annum from and after May 16, 2023, and will increase to 1.90% per annum from and after November 16, 2023.
The initial maximum commitment amount of the 2022-1 BSL WH Funding Facility is $400 million. Proceeds from borrowings under the 2022-1 BSL WH Funding Facility may be used to fund portfolio investments by 2022-1 BSL WH and to make advances under revolving loans or delayed draw term loans where 2022-1 BSL WH is a lender. The period during which 2022-1 BSL WH may make borrowings under the 2022-1 BSL WH Funding Facility expires on May 16, 2023, and the 2022-1 BSL WH Funding Facility will mature and all amounts outstanding under the credit facility must be repaid no later than May 16, 2023.
Naomi Peak Funding Facility
On July 18, 2022, Naomi Peak Funding entered into a senior secured revolving credit facility (the “Naomi Peak Funding Facility”) with Natixis. Natixis, New York Branch serves as administrative agent, Wilmington Trust, National Association serves as collateral agent, collateral administrator and custodian, and the Company serves as collateral manager under the Naomi Peak Funding Facility.
Advances under the Naomi Peak Funding Facility bear interest initially at a per annum rate equal to three-month term SOFR plus an applicable margin of 1.30% per annum. Commencing on October 17, 2022, Naomi Peak Funding will pay an unused commitment fee of 0.50% per annum on the average daily unused revolving commitments under the Naomi Peak Funding Facility, which fee shall increase to 0.75% per annum for any day on or after January 18, 2023 on which more than 10% of the revolving commitments are unused, in addition to certain other fees as agreed between Naomi Peak Funding and Natixis. The unused commitment fee will terminate when Naomi Peak Funding is no longer permitted to make borrowings under the Naomi Peak Funding Facility.
The initial maximum commitment amount of the Naomi Peak Funding Facility is $400 million, of which $250 million was funded as a term loan after the closing date and of which $150 million consists of a revolving credit commitment. Proceeds from borrowings under the Naomi Peak Funding Facility may be used to fund portfolio investments by Naomi Peak Funding and to make advances under revolving loans or delayed draw term loans where Naomi Peak Funding is a lender. The period during which Naomi Peak Funding may make borrowings under the Naomi Peak Funding Facility expires on July 18, 2024, and the Naomi Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by July 18, 2031.
Meridian Peak Funding Facility
On August 16, 2022, Meridian Peak Funding entered into a senior secured revolving credit facility (the “Meridian Peak Funding Facility”) with Massachusetts Mutual Life Insurance Company (“Mass Mutual”). Wilmington Trust, National Association serves as administrative agent, collateral agent and custodian, and the Company serves as equity holder and collateral manager under the Meridian Peak Funding Facility.
Advances under the Meridian Peak Funding Facility bear interest initially at a per annum rate equal to three-month term SOFR plus an applicable margin of 2.50% per annum. Effective August 16, 2023, Meridian Peak Funding is required to utilize a minimum of 70% of the financing commitments. Unused amounts below such minimum utilization amount will accrue a fee at a rate of 2.50% per annum, in addition to certain other fees as agreed between Meridian Peak Funding and Mass Mutual.
The initial maximum commitment amount of the Meridian Peak Funding Facility is $500 million. Proceeds from borrowings under the Meridian Peak Funding Facility may be used to fund portfolio investments by Meridian Peak Funding and to make advances under revolving loans or delayed draw term loans where Meridian Peak Funding is a lender. The period during which Meridian Peak Funding may make borrowings under the Meridian Peak Funding Facility expires on August 16, 2025, and the Meridian Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by August 16, 2030.
Revolving Credit Facility
On May 18, 2021, the Company, entered into a senior secured credit facility (the “Revolving Credit Facility”) with Citi. Citi serves as administrative agent and collateral agent.
On May 6, 2022, the Company entered into an amendment and restatement agreement (the “A&R Agreement”), which amends and restates the senior secured credit facility, dated May 18, 2021 (as amended by Amendment No. 1 to Senior Secured Credit Agreement, dated as of November 5, 2021, Amendment No. 2 to Senior Secured Credit Agreement, dated as of March 7, 2022, and the A&R Agreement, the “Credit Agreement”), by and among the Company, as borrower, Citibank, N.A. as administrative agent, and each of the lenders from time to time party thereto. The A&R Agreement provides for, among other things, (a) an upsize of the aggregate principal amount of the revolving credit commitments under the Credit Agreement from $3.0 billion to $5.2 billion, (b) an upsize of the accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the Credit Agreement from up to $5.0 billion to up to $7.0 billion, (c) an extension of the revolver availability period from May 2025 to May 2026, (d) an extension of the scheduled maturity date from May 2026 to May 2027, (e) the replacement of the LIBOR benchmark provisions with SOFR benchmark provisions, including applicable credit spread adjustments, and (f) resetting the minimum shareholders’ equity test.
The Revolving Credit Facility provides for borrowings in U.S. dollars and certain agreed upon foreign currencies in an initial aggregate amount of up to $1,425 million.$1.4 billion. Effective September 7, 2021, November 5, 2021, November 16, 2021 and May 6, 2022, the maximum commitment amount of the Revolving Credit Facility increased to $1,500 million.was $1.5 billion, $3.0 billion, $3.3 billion and $5.2 billion, respectively. 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 $2,500.0 million. The Revolving Credit Facility provides for the issuance of letters of credit on behalf of the Company in an aggregate face amount not to exceed $100 million. Proceeds from the borrowings under the Revolving Credit Facility may be used for general corporate purposes of the Company and its subsidiaries. The period during which the Company may make borrowings on the Revolving Credit Facility expires on May 18, 2025,6, 2026, and the Revolving Credit Facility will mature and all amounts outstanding under the credit facility must be repaid by May 18, 2026,6, 2027, pursuant to an amortization schedule.
Borrowings under the Revolving Credit Facility bear interest at a per annum rate equal to, (x) for loans for which the Company elects the base rate option, the “alternate base rate” (which is the greatest of (a) the prime rate as publicly announced by Citi, (b) the sum of (i) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System plus (ii) 0.5%, and (c) one month LIBOR plus 1% per annum) plus (A) if the gross borrowing base is equal to or greater than 1.6 times the combined revolving debt amount, 0.75%, or (B) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 0.875%, (y) for loans for which the Company elects the Eurocurrency option, the applicable LIBO Rate for the related Interest Period for such Borrowing plus (A) if the gross borrowing base is equal to or greater than 1.6 times the combined revolving debt amount, 1.75%, or (B) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 1.875% and (z) with respect to any loan denominated in Pounds Sterling, SONIA for the applicable date plus (A) if the gross borrowing base is equal to or greater than 1.6 times the combined revolving debt amount, 1.8693%, or (B) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 1.9943%. The
Company will 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 Revolving Credit Facility are secured by a first priority security interest in substantially all of the Company’s assets.
In connection with the Revolving Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for
similar facilities. In addition, the Company must comply with the following financial covenants: (a) the Company must maintain a minimum shareholders’ equity, measured as of each fiscal quarter end; and (b) the Company must maintain at all times a 150% asset coverage ratio.
The Revolving Credit Facility contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, Citi may terminate the commitments and declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable.
As of September 30, 2022 and December 31, 2021, the Company was in compliance with all covenants and other requirements of the Revolving Credit Facility.
Unsecured Bonds
Private Placement Bonds
June 2024 Notes
On June 21, 2021, the Company entered into a Note Purchase Agreement (the ”“2021 Note Purchase Agreement”) governing the issuance of $435.0 million in aggregate principal amount of its 2.56% Series A Senior Notes (the “June 2024 Notes”) to qualified institutional investors in a private placement. The June 2024 Notes were issued on June 21, 2021 and will mature on June 21, 2024 unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the June 2024 Notes will be due semiannually on June 3 and December 3. In addition, the Company is obligated to offer to repay the June 2024 Notes at par if certain change in control events occur. The June 2024 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. In addition, in the event that June 2024 notes receive a below investment grade rating by either one rating agency if there are only one or two rating agencies providing ratings of the June 2024 Notes, or two-thirds of the rating agencies if there are three rating agencies who are rating the notes (a “Below Investment Grade Event”), the June 2024 Notes will bear interest at a fixed rate of 3.56% per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing.
In connection with the June 2024 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 2.56% and pays a floating interest rate of SOFR + 0.93% on a notional amount of $435 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
As of September 30, 2022 and December 31, 2021, the Company was in compliance with all covenants and other requirements of the June 2024 Notes.
NewJune 2026 Notes
On August 17, 2021, the Company entered into the first supplement (the “First Supplement”) to the 2021 Note Purchase Agreement, governing the issuance of $400.0 million in aggregate principal amount of its 3.27% Series B Senior Notes (the “June 2026 Notes”) to qualified institutional investors in a private placement. The June 2026 Notes were issued on June 21, 2021 and will mature on June 21, 2026 unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the June 2026 Notes will be due semiannually on February 17 and August 17. In addition, the Company is obligated to offer to repay the June 2026 Notes at par if certain change in control events occur. The June 2026 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. In addition, in the event of a Below Investment Grade Event,
the June 2026 Notes will bear interest at a fixed rate of 4.27% per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing.
As of September 30, 2022 and December 31, 2021, the Company was in compliance with all covenants and other requirements of the June 2026 Notes.
May 2027 Notes
On May 3, 2022, the Company entered into a Note Purchase Agreement (the “May 2022 Note Purchase Agreement”) governing the issuance of $625.0 million in aggregate principal amount 5.61% Series A Senior Notes (the “May 2027 Notes”) to qualified institutional investors in a private placement. The May 2027 Notes were issued on May 3, 2022 and will mature on May 3, 2027 unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the May 2027 Notes will be due semiannually. In addition, the Company is obligated to offer to repay the May 2027 Notes at par if certain change in control events occur. The May 2027 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. In addition, in the event that a Below Investment Grade Event occurs, the May 2027 Notes will bear interest at a fixed rate of 6.61% per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing.
In connection with the May 2027 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 5.61% and pays a floating interest rate of SOFR + 2.79% on a notional amount of $625 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
As of September 30, 2022, the Company was in compliance with all covenants and other requirements of the May 2027 Notes.
Rule 144A Notes
The Company issued unsecured notes, as further described below: September 2024 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes, March 2027 Notes, January 2025 Notes, January 2029 Notes, March 2025 Notes, April 2026 UK Bonds,and September 2025 Notes, which are collectively referred to as the “Unsecured Notes.”
The Unsecured Notes contain certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, whether or not it is subject to those requirements, and to provide financial information to the holders of the Unsecured Notes and the 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 each respective indenture governing the Unsecured Notes (the “Unsecured Notes Indentures”).
In addition, on the occurrence of a “change of control repurchase event,” as defined in each respective Unsecured Notes Indenture, the Company will generally be required to make an offer to purchase the outstanding Unsecured Notes at a price equal to 100% of the principal amount of such Unsecured Notes plus accrued and unpaid interest to the repurchase date.
As of September 30, 2022 and December 31, 2021, the Company was in compliance with all covenants and other requirements of the Unsecured Notes.
September 2024 Notes
On September 15, 2021, the Company issued $365.0$365 million aggregate principal amount of 1.750% notes due 2024 (the “NewSeptember 2024 Notes”) pursuant to an indenture (the “Base Indenture”) and a supplemental indenture, each dated as of September 15, 2021 (and together with the Base Indenture, the “NewSeptember 2024 Notes Indenture”), between the Company and U.S. Bank Trust Company (as successor in interest to U.S. Bank National Association, (the the “Trustee”).
The NewSeptember 2024 Notes will mature on September 15, 2024 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the NewSeptember 2024 Notes Indenture. The NewSeptember 2024 Notes bear interest at a rate of 1.750% per year payable semi-annually on March 15 and September 15 of
each year, commencing on March 15, 2022. The NewSeptember 2024 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the NewSeptember 2024 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The NewIn connection with the September 2024 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 New 2024 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 New 2024 Notes Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the New 2024 Notes Indenture, the Company will generally be required to make an offer to purchase the outstanding New 2024 Notes at a price equal to 100% of the principal amount of such New 2024 Notes plus accrued and unpaid interest to the repurchase date.
As of September 30, 2021, the Company was in compliance with all covenants and other requirements of the New 2024 Notes.
2026 Notes
On August 17, 2021, the Company entered into an interest rate swap to more closely align the first supplement (the “First Supplement”) tointerest rates of the Note Purchase Agreement, governingCompany’s liabilities with the issuanceinvestment portfolio, which consists of $400.0 million in aggregate principalpredominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 1.75% and pays a floating interest rate of SOFR + 0.08% on a notional amount of its 3.27% Series B Senior Notes (the “2026 Notes”) to qualified institutional investors$365 million. The Company designated the interest rate swap as the hedging instrument in a private placement. The 2026 Notes were issued on June 21, 2021 and will mature on June 21, 2026 unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the 2026 Notes will be due semiannually on February 17 and August 17. In addition, the Company is obligated to offer to repay the 2026 Notes at par if certain change in control events occur. The 2026 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. In addition, in the event of a Below Investment Grade Event, the 2026 Notes will bear interest at a fixed rate of 4.27% per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing.qualifying hedge accounting relationship.
As of September 30, 2021, the Company was in compliance with all covenants and other requirements of the 2026 Notes.
NewDecember 2026 Notes
On September 15, 2021, the Company issued $900.0 million aggregate principal amount of 2.625% notes due 2026 (the “NewDecember 2026 Notes”) pursuant to a supplemental indenture, dated as of September 15, 2021 (and together with the Base Indenture, the “NewDecember 2026 Notes Indenture”), to the Base Indenture between the Company and the Trustee.
The NewDecember 2026 Notes will mature on December 15, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the NewDecember 2026 Notes Indenture. The NewDecember 2026 Notes bear interest at a rate of 2.625% per year payable semi-annually on June 15 and December 15 of each year, commencing on June 15, 2022. The NewDecember 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 NewDecember 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.
On October 13, 2021, the Company issued $350.0 million aggregate principal amount of 2.625% Notes due 2026 (“December 2026 Notes Upsize”) under the Company's Base Indenture and December 2026 Notes Indenture. The NewDecember 2026 Notes Upsize were issued as “Additional Notes” under the December 2026 Notes Indenture contains certain covenants, including covenants requiringand have identical terms to the Company's $900.0 million September 2026 Notes that were issued on September 15, 2021, other than the issue date and the issue price. The December 2026 Notes Upsize will be treated as a single class of notes with the December 2026 Notes for all purposes under the Indenture.
In connection with the December 2026 Notes, the Company entered into an interest rate swap to complymore closely align the interest rates of the Company’s liabilities with the asset coverage requirementsinvestment portfolio, which consists of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) ofpredominately floating rate loans. Under 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 ifinterest rate swap agreement, the Company is no longer subject toreceives a fixed interest rate of 2.625% and pays a floating interest rate of SOFR + 0.26% on a notional amount of $1,250 million. The Company designated the reporting requirements underinterest rate swap as the Exchange Act. These covenants are subject to important limitations and exceptions that are describedhedging instrument in the Newqualifying hedge accounting relationship.
November 2026 Notes Indenture.Eurobonds
In addition, on the occurrence of a “change of control repurchase event,” as defined in the New 2026 Notes Indenture,On November 2, 2021, the Company will generally be required to make an offer to purchase the outstanding Notes at a price equal to 100% of theissued €500.0 million aggregate principal amount of such Notes plus accrued and unpaid interest1.750% notes due 2026 (the “November 2026 Eurobonds”) pursuant to a supplemental indenture, dated as of November 2, 2021 (and together with the Base Indenture, the “November 2026 Eurobonds Indenture”), to the repurchase date.Base Indenture between the Company and the Trustee.
AsThe November 2026 Eurobonds will mature on November 30, 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 November 2026 Eurobonds Indenture. The November 2026 Eurobonds bear interest at a rate of September1.750% per year payable annually on November 30 of each year, commencing on November 30, 2021. The November 2026 Eurobonds are general unsecured obligations of the Company that rank senior in right of payment to all of the Company's existing and future indebtedness that is expressly subordinated in right of payment to the November 2026 Eurobonds, 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.
November 2024 Notes
On November 22, 2021, the Company wasissued $500.0 million aggregate principal amount of 2.350% notes due 2024 (the “November 2024 Notes”) pursuant to a supplemental indenture, dated as of November 22, 2021 (and together with the Base Indenture, the “November 2024 Notes Indenture”), between the Company and the Trustee.
The November 2024 Notes will mature on November 22, 2024 and may be redeemed in compliancewhole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the 2.350% Notes Indenture. The November 2024 Notes bear interest at a rate of 2.350% per year payable semi-annually on May 22 and November 22 of each year, commencing on May 22, 2022. The November 2024 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the November 2024 Notes, rank pari passu with all covenantsexisting and other requirementsfuture unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the NewCompany’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
In connection with the November 2024 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 2.350% and pays a floating interest rate of SOFR + 0.66% on a notional amount of $500.0 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
March 2027 Notes
On November 22, 2021, the Company issued $1.0 billion aggregate principal amount of 3.250% notes due 2024 (the “March 2027 Notes”) pursuant to a supplemental indenture, dated as of November 22, 2021 (and together with the Base Indenture, the “March 2027 Notes Indenture”), between the Company and the Trustee.
The March 2027 Notes will mature on March 15, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the March 2027 Notes Indenture. The March 2027 Notes bear interest at a rate of 3.250% per year payable semi-annually on March 15 and September 15 of each year, commencing on March 15, 2022. The March 2027 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the March 2027 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
January 2025 Notes
On January 18, 2022, the Company issued $500.0 million aggregate principal amount of 2.700% notes due in 2025 (the “January 2025 Notes”) pursuant to a supplemental indenture, dated as of January 18, 2022 (and together with the Base Indenture, the “January 2025 Notes Indenture”), to the Base Indenture between the Company and the Trustee.
The January 2025 Notes will mature on January 15, 2025 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the 2025 Notes Indenture. The 2025 Notes bear interest at a rate of 2.700% per year payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2022. The 2025 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2025 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
In connection with the January 2025 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 2.70% and pays a floating interest rate of SOFR + 0.99% on a notional amount of $500 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
January 2029 Notes
On January 18, 2022, the Company issued $650.0 million aggregate principal amount of 4.000% notes due in 2029 (the “January 2029 Notes”) pursuant to a supplemental indenture, dated as of January 18, 2022 (and together with the Base Indenture, the “January 2029 Notes Indenture”), to the Base Indenture between the Company and the Trustee.
The January 2029 Notes will mature on January 15, 2029 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the January 2029 Notes Indenture. The January 2029 Notes bear interest at a rate of 4.000% per year payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2022. The January 2029 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the January 2029 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
March 2025 Notes
On March 24, 2022, the Company issued $900.0 million aggregate principal amount of 4.700% notes due in 2025 (the “March 2025 Notes”) pursuant to a supplemental indenture, dated as of March 24, 2022 (and together with the Base Indenture, the “March 2025 Notes Indenture”), to the Base Indenture between the Company and the Trustee.
The March 2025 Notes will mature on March 24, 2025 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The March 2025 Notes bear interest at a rate of 4.700% per year payable semi-annually on March 24 and September 24 of each year, commencing on September 24, 2022. The March 2025 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the March 2025 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
In connection with the March 2025 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 4.70% and pays a floating interest rate of SOFR + 2.43% on notional amounts of $500 million and $400 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
April 2026 Notes.UK Bonds
On April 14, 2022, the Company issued £250.0 million in aggregate principal amount of its 4.875% notes due 2026 (the “April 2026 UK Bonds”) pursuant to a supplemental indenture, dated as of April 14, 2022 (and together with the Base Indenture, the “April 2026 Notes Indenture”), to the Base Indenture between the Company and the Trustee.
The April 2026 Notes will mature on April 14, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The April 2026 Notes bear interest at a rate of 4.875% per year payable annually on April 14 of each year, commencing April 14, 2023. The April 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 April 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing
such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
In connection with the April 2026 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 4.875% and pays a floating interest rate of SONIA + 2.78% on a notional amount of £250.0 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
September 2025 Notes
On September 27, 2022, the Company issued $600.0 million aggregate principal amount of 7.050% notes due in 2025 (the “September 2025 Notes”) pursuant to a supplemental indenture, dated as of September 27, 2022 (and together with the Base Indenture, the “September 2025 Notes Indenture”), to the Base Indenture between the Company and the Trustee.
The September 2025 Notes will mature on September 29, 2025 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the September 2025 Indenture. The September 2025 Notes bear interest at a rate of 7.050% per year payable semi-annually on March 29 and September 29 of each year, commencing on March 29, 2023. The September 2025 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the September 2025 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
In connection with the September 2025 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 7.050% and pays a floating interest rate of SOFR + 2.93% on a notional amount of $600.0 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
Debt Securitizations
The Company has determined that the securitization vehicles noted below operate as an extension of the Company and therefore, will be consolidated by the Company.
2021-1 BSL Debt Securitization
On June 29, 2021, the Company completed a $876.6 million term debt securitization (the “2021-1 BSL Debt Securitization”), $819.5 million of which was funded on the closing date. Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the 2021-1 BSL Debt Securitization (collectively, the “2021-1 BSL Notes”) were issued by BCRED BSL CLO 2021-1, Ltd. (“BCRED BSL CLO
Ltd.” Issuer”), a special purpose vehicle with its ordinary shares owned in a Cayman Islands charitable trust, and BCRED BSL CLO 2021-1, LLC, wholly-owned and consolidated subsidiariessubsidiary of the CompanyBCRED BSL CLO Issuer (collectively, the “2021-1 BSL Issuers”), and are secured by a diversified portfolio of senior secured loans and participation interests therein. The Company holds the subordinated notes of BCRED BSL CLO Issuer representing a residual economic interest in BCRED BSL CLO Issuer.
The following table presents information on the secured and unsecured notes issued in the 2021-1 BSL Debt Securitization:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | September 30, 20212022 |
| Description | | Type | | Principal Outstanding | | Interest Rate | | Credit Rating | |
| Class A Notes | | Senior Secured Floating Rate | | $ | 499,800 | | | L+1.25% | | Aaa | |
| Class B Notes | | Senior Secured Floating Rate | | 38,760 | | | L+1.80% | | Aa2 | |
| Class C Notes | | Mezzanine Secured Deferrable Floating Rate | | 59,160 | | | L+2.15% | | A2 | |
| Class D Notes | | Mezzanine Secured Deferrable Floating Rate | | 65,280 | | | L+3.35% | | Baa3 | |
Class E Notes(1) Notes(1) | | Junior Secured Deferrable Floating Rate | | — | | | L+7.00% | | Ba3 | |
| Total Secured Notes | | | | 663,000 | | | | | | |
Subordinated Notes (2) | | | | 156,500 | | | None | | Not rated | |
| Total 2021-1 BSL Notes | | | | $ | 819,500 | | | | | | |
(1)The Class E Notes were initially issued as unfunded, undrawn class of notes, in the amount of $57.1 million, that may be funded after closing at direction of the Company.
(2)The Company retained all of the Subordinated Notes issued in the 2021-1 Debt Securitization which are eliminated in consolidation.
The 2021-1 BSL Notes mature in July 2034, unless redeemed by the 2021-1 BSL Issuers, at the direction of the Company as holder of the Subordinated Notes on any business day after July 20, 2023. In connection with the sale and contribution, the Company has made customary representations, warranties and covenants to the 2021-1 BSL Issuers. The Class A Notes, Class B Notes, Class C Notes Class D Notes and Class ED Notes are the secured obligations of the 2021-1 BSL Issuers and the Class E Notes and Subordinated Notes are the unsecured obligations of BCRED BSL CLO Ltd.Issuer. The indenture governing the 2021-1 BSL Notes includes customary covenants and events of default.
The 2021-1 BSL Notes have not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
The Company serves as collateral manager to BCRED BSL CLO Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.
2021-2 Debt Securitization
On November 1, 2021, the Company completed a $603.7 million term debt securitization (the “2021-2 Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the 2021-2 Debt Securitization (collectively, the “2021-2 Notes”) were issued by BCRED BSL CLO 2021-2, Ltd. (“BCRED BSL CLO 2 Issuer”), a special purpose vehicle with its ordinary shares owned in a Cayman Islands charitable trust, and BCRED BSL CLO 2021-2, LLC, a wholly-owned subsidiary of BCRED BSL CLO 2 Issuer (collectively, the “2021-2 Issuers”), and are secured by a diversified portfolio of senior secured loans and participation interests therein. The Company holds the subordinated notes of BCRED BSL CLO 2 Issuer representing a residual economic interest in BCRED BSL CLO 2 Issuer.
The following table presents information on the secured and unsecured notes issued in the 2021-2 Debt Securitization: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | September 30, 2022 |
| Description | | Type | | Principal Outstanding | | Interest Rate | | Credit Rating | |
| Class A-L Loans | | Senior Secured Floating Rate | | $ | 218,000 | | | L+1.22% | | Aaa | |
| Class A Notes | | Senior Secured Floating Rate | | 149,500 | | | L+1.22% | | Aaa | |
| Class B Notes | | Senior Secured Floating Rate | | 38,100 | | | L+1.75% | | Aa2 | |
| Class C Notes | | Mezzanine Secured Deferrable Floating Rate | | 48,000 | | | L+2.05% | | A | |
| Class D Notes | | Mezzanine Secured Deferrable Floating Rate | | 52,200 | | | L+3.15% | | BBB- | |
| Total Secured Notes | | | | 505,800 | | | | | | |
| Subordinated Notes (1) | | | | 97,850 | | | None | | Not rated | |
| Total 2021-2 Notes | | | | $ | 603,650 | | | | | | |
(1)The Company retained all of the Subordinated Notes issued in the 2021-2 Debt Securitization which are eliminated in consolidation.
The 2021-2 Notes mature in October 2034, unless redeemed by the 2021-2 Issuers, at the direction of the Company as holder of the Subordinated Notes on any business day after October 20, 2023. In connection with the sale and contribution, the Company has made customary representations, warranties and covenants to the 2021-2 Issuers. The Class A-L Loans, Class A Notes, Class B Notes, Class C Notes and Class D Notes are the secured obligations of the 2021-2 Issuers and the Subordinated Notes are the unsecured obligations of BCRED BSL CLO 2 Issuer. The indenture governing the 2021-2 Notes and the credit agreement governing the Class A-L Loans include customary covenants and events of default.
The 2021-2 Notes have not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
The Company serves as collateral manager to BCRED BSL CLO 2 Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.
2021-1 MML Debt Securitization
On December 15, 2021, the Company completed a $1,001.0 million term debt securitization (the “MML 2021-1 Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the MML 2021-1 Debt Securitization (collectively, the “MML 2021-1 Notes”) were issued by BCRED MML CLO 2021-1 LLC (the “MML 2021-1 Issuer”), a wholly-owned and consolidated (for tax and accounting purposes) subsidiary of the Company, and are primarily secured by a diversified portfolio of middle market loans and participation interests therein.
The following table presents information on the secured and unsecured notes issued in the MML 2021-1 Debt Securitization: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | September 30, 2022 |
| Description | | Type | | Principal Outstanding | | Interest Rate | | Credit Rating | |
| Class A Loans | | Senior Secured Floating Rate | | $ | 50,000 | | | L+1.48% | | Aaa | |
| Class A Notes | | Senior Secured Floating Rate | | 480,000 | | | L+1.48% | | Aaa | |
| Class B Notes | | Senior Secured Floating Rate | | 80,000 | | | L+1.90% | | Aa2 | |
| Class C Notes | | Mezzanine Secured Deferrable Floating Rate | | 80,000 | | | L+2.60% | | A2 | |
| Total Secured Notes | | | | 690,000 | | | | | | |
| Subordinated Notes (1) | | | | 311,000 | | | None | | Not rated | |
| Total MML 2021-1 Notes | | | | $ | 1,001,000 | | | | | | |
(1)The Company retained all of the Subordinated Notes issued in the 2021-1 Debt Securitization which are eliminated in consolidation.
The Company retained all of the Subordinated Notes issued in the Debt Securitization in part in exchange for the Company’s sale and contribution to the Issuer of the initial closing date portfolio. The Debt is scheduled to mature on January 15, 2035; however the Debt may be redeemed by the Issuer, at the direction of the Fund as holder of the Subordinated Notes, on any business day after December 15, 2023. In connection with the sale and contribution, the Fund has made customary representations, warranties and covenants to the Issuer. The Class A Notes, the Class A Loans, Class B Notes and Class C Notes are secured obligations of the Issuer, the Subordinated Notes are the unsecured obligations of the Issuer, and the indenture governing the Notes and the credit agreement governing the Class A Loans, each include customary covenants and events of default.
The MML 2021-1 Debt has not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.
The Company serves as collateral manager to the MML 2021-1 Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.
2022-1 MML Debt Securitization
On March 15, 2022, the Company completed a $1.09 billion term debt securitization (the “MML 2022-1 Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the MML 2022-1 Debt Securitization (collectively, the “MML 2022-1 Notes”) were issued by BCRED MML CLO 2022-1 LLC (the “MML 2022-1 Issuer”), a wholly-owned and consolidated (for tax and accounting purposes) subsidiary of the Company, and are primarily secured by a diversified portfolio of middle market loans and participation interests therein.
The following table presents information on the secured and unsecured notes issued in the MML 2022-1 Debt Securitization: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | September 30, 2022 |
| Description | | Type | | Principal Outstanding | | Interest Rate | | Credit Rating | |
| Class A-1 Notes | | Senior Secured Floating Rate | | $ | 525,000 | | | SOFR+1.65% | | Aaa | |
| Class A-2 Notes | | Senior Secured Fixed | | 80,000 | | | 3.41% | | Aaa | |
| Class B Notes | | Senior Secured Floating Rate | | 66,000 | | | SOFR+2.00% | | Aa2 | |
| Class C Notes | | Mezzanine Secured Deferrable Floating Rate | | 88,000 | | | SOFR+2.75% | | A2 | |
| Total Secured Notes | | | | 759,000 | | | | | | |
| Subordinated Notes (1) | | | | 331,360 | | | None | | Not rated | |
| Total MML 2022-1 Notes | | | | $ | 1,090,360 | | | | | | |
(1)The Company retained all of the Subordinated Notes issued in the MML 2022-1 Debt Securitization which are eliminated in consolidation.
The Company retained all of the Subordinated Notes issued in the MML 2022-1 Debt Securitization in part in exchange for the Company’s sale and contribution to the MML 2022-1 Issuer of the initial closing date portfolio. The MML 2022-1 Notes are scheduled to mature on April 20, 2035; however the MML 2022-1 Notes may be redeemed by the MML 2022-1 Issuer, at the direction of the Company as holder of the Subordinated Notes, on any business day after April 20, 2024. In connection with the sale and contribution, the Company has made customary representations, warranties and covenants to the MML 2022-1 Issuers. The Class A-1 Notes, Class A-2 Notes, Class B Notes and Class C Notes are secured obligations of the MML 2022-1 Issuer, the Subordinated Notes are the unsecured obligations of the MML 2022-1 Issuer, and the indenture governing the MML 2022-1 Notes includes customary covenants and events of default.
MML 2022-1 Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.
The Company serves as collateral manager to the MML 2022-1 Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.
2022-1 BSL Debt Securitization
On June 9, 2022, the Company completed a $589.75 million term debt securitization (the “2022-1 BSL Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the 2022-1 BSL Debt Securitization (collectively, the “2022-1 BSL Notes”) were issued by BCRED BSL CLO 2022-1, Ltd. (the “2022-1 BSL Issuer”), a wholly-owned and consolidated (for tax and accounting purposes) subsidiary of the Company, and BCRED BSL CLO 2022-1, LLC (the “2022-1 BSL Co-Issuer”), and are primarily secured by a diversified portfolio of broadly syndicated loans and participation interests therein.
The following table presents information on the secured and unsecured notes issued in the Debt Securitization:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | September 30, 2022 |
| Description | | Type | | Principal Outstanding | | Interest Rate | | Credit Rating | |
| Class A-1A Notes | | Senior Secured Floating Rate | | $ | 292,000 | | | SOFR+1.58% | | Aaa (sf) | |
| Class A-1B Notes | | Senior Secured Fixed Rate | | 50,000 | | | 4.34% | | Aaa (sf) | |
| Class A-2 Notes | | Senior Secured Floating Rate | | 12,000 | | | SOFR+2.00% | | AAA (sf) | |
| Class B-1 Notes | | Senior Secured Floating Rate | | 40,000 | | | SOFR+2.35% | | AA (sf) | |
| Class B-2 Notes | | Senior Secured Fixed Rate | | 26,000 | | | 4.98% | | AA (sf) | |
| Class C Notes (1) | | Secured Deferrable Floating Rate | | 51,000 | | | SOFR+2.60% | | A (sf) | |
| Class D Notes (1) | | Mezzanine Secured Deferrable Floating Rate | | 39,000 | | | SOFR+3.69% | | BBB- (sf) | |
| Class E Notes (1) | | Junior Secured Deferrable Floating Rate | | 21,000 | | | SOFR+7.33% | | BB- (sf) | |
| Total Secured Notes | | | | 531,000 | | | | | | |
| Subordinated Notes (1) | | | | 58,750 | | | None | | Not rated | |
| Total 2022-1 BSL Notes | | | | $ | 589,750 | | | | | | |
(1)The Company retained all of the Class C Notes, the Class D Notes, the Class E Notes and the Subordinated Notes issued in the 2022-1 BSL Debt Securitization which are eliminated in consolidation.
The Company retained all of the Class C Notes, the Class D Notes, the Class E Notes and the Subordinated Notes issued in the 2022-1 BSL Debt Securitization. The 2022-1 BSL Notes are scheduled to mature on July 20, 2035; however the 2022-1 BSL Notes may be redeemed by the 2022-1 BSL Issuer, at the direction of the Company as holder of the Subordinated Notes, on any business day after, in the case of any Class of Notes other than the Class A-1 Notes, July 20, 2024, and in the case of the Class A-1 Notes, July 20, 2035. The Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes and Class D Notes are secured obligations of the 2022-1 BSL Issuer and the 2022-1 BSL Co-Issuer, the Class E Notes are the secured obligations of the 2022-1 BSL Issuer, the Subordinated Notes are the unsecured obligations of the 2022-1 BSL Issuer, and the indenture governing the 2022-1 BSL Notes includes customary covenants and events of default.
The 2022-1 BSL Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.
The Company serves as collateral manager to the 2022-1 BSL Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.
2022-2 MML Debt Securitization
On August 12, 2022, the Company completed a $498.105 million term debt securitization (the “MML 2022-2 DebtSecuritization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes and loans offered in the MML 2022-2 Debt Securitization (collectively, the “Debt”) were issued (or incurred, as applicable) by BCRED MML CLO 2022-2 LLC (the “MML 2022-2 Issuer”), a wholly-owned and consolidated (for tax and accounting purposes) subsidiary of the Company, and are primarily secured by a diversified portfolio of middle market loans and participation interests therein.
The following table presents information on the secured and unsecured notes issued and the secured loans incurred in the Debt Securitization:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | September 30, 2022 |
| Description | | Type | | Principal Outstanding | | Interest Rate | | Credit Rating |
| Class A-L Loans | | Senior Secured Floating Rate | | $ | 275,000 | | | SOFR+2.10% | | Aaa (sf) |
| Class B-1 Notes | | Senior Secured Floating Rate | | 14,000 | | | SOFR+3.35% | | Aaa (sf) |
| Class B-2 Notes | | Senior Secured Fixed Rate | | 11,500 | | | 5.88% | | AAA (sf) |
| Class C Notes (1) | | Mezzanine Secured Deferrable Floating Rate | | 40,500 | | | SOFR+2.50% | | AA (sf) |
| Total Secured Debt | | | | 341,000 | | | | | |
| Subordinated Notes (1) | | Subordinated | | 157,105 | | | N/A | | N/A |
| Total Debt | | | | $ | 498,105 | | | | | |
(1)The Company retained all of the Class C Notes and the Subordinated Notes issued in the 2022-2 MMLu Debt Securitization which are eliminated in consolidation.
The Company retained all of the Class C Notes and the Subordinated Notes issued in the MML 2022-2 Debt Securitization in part in exchange for the Company’s sale and contribution to the MML 2022-2 Issuer of the initial closing date portfolio. The Debt is scheduled to mature on July 18, 2034; however the Debt may be redeemed by the MML 2022-2 Issuer, at the direction of the Company as holder of the Subordinated Notes, on any business day after August 12, 2024. In connection with the sale and contribution, the Company has made customary representations, warranties and covenants to the Issuers. The Class A-L Loans, Class B-1 Notes, Class B-2 Notes and Class C Notes are secured obligations of the MML 2022-2 Issuer, the Subordinated Notes are the unsecured obligations of the MML 2022-2 Issuer, and the indenture governing the Debt includes customary covenants and events of default.
The Debt has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.
The Company serves as collateral manager to the MML 2022-2 Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.
Short-Term Borrowings
Master Repurchase Agreements
On June 15, 2021 and June 16, 2021, the Company entered into Master Repurchase Agreements (the “Repurchase Agreements”) with certain banks to provide short-term borrowings which the Company utilizes from time-to-time to manage its working capital needs. As part of the Repurchase Agreements, the Company can sell a security to the lender for cash with an agreement to buy it back in the future at a pre-determined price. The Company’s ability to draw down borrowings under the agreement is subject to 1940 Act leverage limitations and dependent on the Company pledging eligible assets to the banks as collateral. No commitment fees were paid in connection with execution of these agreements. Certain of the Company's investments serve as collateral for the Company's obligations under the Repurchase Agreements and the carrying value of pledged investments was $110.5$844.1 million as of September 30, 2021.2022.
Short-term borrowings under the Repurchase Agreements bore interest at an average applicable margin of 0.99%2.32% per annum as of September 30, 2021.2022. As of September 30, 20212022 the Company had $84.2$844.1 million of short-term borrowings under the Repurchase Agreements.
Other Short-Term Borrowings
In order to finance certain investment transactions, the Company may, from time to time, enter into repurchase agreements, whereby the Company sells to a third party an investment that it holds and concurrently enters into an agreement to repurchase the same investment at an agreed-upon price at a future date, generally not to exceed 180-days from the date it was sold (each a “Short Term Financing Transaction”).
Short-term borrowings under Short Term Financing Transactions bore interest at an applicable margin of 2.62%. As of September 30, 20212022 the Company had $200.0 million ofno borrowings under Short Term Financing Transactions with a third party. Certain of the Company's investments serve as collateral for the Company's obligations under the Short Term Financing Transactions and the carrying value of pledged investments was $198.1 million as of September 30, 2021.
In accordance with ASC 860, Transfers and Servicing, the Master Repurchase Agreements and the Short Term Financing Transactions meet the criteria for secured borrowings. Accordingly, the investment financed by these agreements remains on the Company’s Consolidated Statements of Assets and Liabilities as an asset, and the Company records a liability to reflect its repurchase obligation to a third party which is reported as debt on the Company’s Statements of Assets and Liabilities. The repurchase obligation is secured by the respective investment that is the subject of the repurchase agreement. Interest expense associated with the repurchase obligation is reported on the Company’s Consolidated Statements of Operations within interest expense.
The Company’s outstanding debt obligations were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2022 |
| Aggregate
Principal
Committed | | Outstanding
Principal | | Carrying
Value | | Unused
Portion (1) | | Amount
Available (2) |
| Bard Peak Funding Facility (3) | $ | 1,650,000 | | | $ | 1,449,196 | | | $ | 1,449,196 | | | $ | 200,804 | | | $ | 200,804 | |
| Castle Peak Funding Facility (4) | 1,600,000 | | | 1,195,027 | | | 1,195,027 | | | 404,973 | | | 327,034 | |
| Maroon Peak Funding Facility | 800,000 | | | 800,000 | | | 800,000 | | | — | | | — | |
| Summit Peak Funding Facility (5) | 2,300,000 | | | 1,535,572 | | | 1,535,572 | | | 764,428 | | | 111,342 | |
| Denali Peak Funding Facility | 750,000 | | | 749,800 | | | 749,800 | | | 200 | | | 200 | |
| Bushnell Peak Funding Facility | 600,000 | | | 600,000 | | | 600,000 | | | — | | | — | |
| Granite Peak Funding Facility | 750,000 | | | 562,700 | | | 562,700 | | | 187,300 | | | 113,734 | |
| Middle Peak Funding Facility | 800,000 | | | 599,950 | | | 599,950 | | | 200,050 | | | 200,050 | |
| Bison Peak Funding Facility | 1,500,000 | | | 1,467,300 | | | 1,467,300 | | | 32,700 | | | 32,700 | |
| Blanca Peak Funding Facility | 1,500,000 | | | 1,000,000 | | | 1,000,000 | | | 500,000 | | | 380,923 | |
| Windom Peak Funding Facility(6) | 2,000,000 | | | 1,612,648 | | | 1,612,648 | | | 387,352 | | | 386,613 | |
| Monarch Peak Funding Facility | 2,000,000 | | | 1,123,400 | | | 1,123,400 | | | 876,600 | | | 46,780 | |
| Borah Peak Funding Facility | 400,000 | | | 381,000 | | | 381,000 | | | 19,000 | | | 19,000 | |
| Naomi Peak Funding Facility | 400,000 | | | 340,000 | | | 340,000 | | | 60,000 | | | 60,000 | |
| Meridian Peak Funding Facility | 500,000 | | | 100,000 | | | 100,000 | | | 400,000 | | | 400,000 | |
| 2022-1 BSL WH | 400,000 | | | 168,000 | | | 168,000 | | | 232,000 | | | 232,000 | |
| Revolving Credit Facility (7) | 5,150,000 | | | 1,543,710 | | | 1,543,710 | | | 3,606,290 | | | 3,578,119 | |
| June 2024 Notes (8)(11) | 435,000 | | | 435,000 | | | 413,517 | | | — | | | — | |
| June 2026 Notes (8) | 400,000 | | | 400,000 | | | 397,444 | | | — | | | — | |
| September 2024 Notes (8)(11) | 365,000 | | | 365,000 | | | 344,879 | | | — | | | — | |
| December 2026 Notes (8)(11) | 1,250,000 | | | 1,250,000 | | | 1,155,655 | | | — | | | — | |
| November 2026 Eurobonds (8)(9) | 580,475 | | | 580,475 | | | 484,402 | | | — | | | — | |
| November 2024 Notes (8)(11) | 500,000 | | | 500,000 | | | 470,872 | | | — | | | — | |
| March 2027 Notes (8) | 1,000,000 | | | 1,000,000 | | | 988,722 | | | — | | | — | |
| January 2025 Notes (8)(11) | 500,000 | | | 500,000 | | | 469,326 | | | — | | | — | |
| January 2029 Notes (8) | 650,000 | | | 650,000 | | | 638,778 | | | — | | | — | |
| March 2025 Notes (8)(11) | 900,000 | | | 900,000 | | | 852,378 | | | — | | | — | |
| May 2027 Notes (8)(11) | 625,000 | | | 625,000 | | | 593,636 | | | — | | | — | |
| April 2026 UK Bonds (8)(9)(12) | 326,925 | | | 326,925 | | | 248,301 | | | — | | | — | |
| September 2025 Notes | 600,000 | | | 600,000 | | | 590,541 | | | — | | | — | |
| 2021-1 BSL Debt (10) | 663,000 | | | 663,000 | | | 661,975 | | | — | | | — | |
| 2022-1 BSL Debt (10) | 420,000 | | | 420,000 | | | 418,376 | | | — | | | — | |
| 2021-2 Debt (10) | 505,800 | | | 505,800 | | | 504,222 | | | — | | | — | |
| MML 2021-1 Debt (10) | 690,000 | | | 690,000 | | | 685,943 | | | — | | | — | |
| MML 2022-1 Debt (10) | 759,000 | | | 759,000 | | | 753,757 | | | — | | | — | |
| MML 2022-2 Debt(10) | 300,500 | | | 300,500 | | | 297,971 | | | — | | | — | |
| Short-Term Borrowings | 844,083 | | | 844,083 | | | 844,083 | | | — | | | — | |
| Total | $ | 35,414,783 | | | $ | 27,543,087 | | | $ | 27,043,081 | | | $ | 7,871,697 | | | $ | 6,089,299 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2021 |
| Aggregate
Principal
Committed | | Outstanding
Principal | | Carrying
Value | | Unused Portion (1) | | Amount Available (2) |
Bard Peak Funding Facility (3) | $ | 1,000,000 | | | $ | 845,400 | | | $ | 845,400 | | | $ | 154,600 | | | $ | 154,600 | |
Castle Peak Funding Facility (4) | 1,300,000 | | | 994,529 | | | 994,529 | | | 305,471 | | | 305,186 | |
| Maroon Peak Funding Facility | 700,000 | | | 692,950 | | | 692,950 | | | 7,050 | | | — | |
Summit Peak Funding Facility (5) | 1,000,000 | | | 897,796 | | | 897,796 | | | 102,204 | | | 102,204 | |
| Denali Peak Funding Facility | 600,000 | | | 200,000 | | | 200,000 | | | 400,000 | | | 334,078 | |
| Siris Peak Funding Facility | 165,919 | | | 165,919 | | | 165,919 | | | — | | | — | |
| Bushnell Peak Funding Facility | 425,000 | | | 254,800 | | | 254,800 | | | 170,200 | | | 23,174 | |
| Granite Peak Funding Facility | 250,000 | | | 146,900 | | | 146,900 | | | 103,100 | | | 52,231 | |
| Middle Peak Funding Facility | 500,000 | | | 324,250 | | | 324,250 | | | 175,750 | | | 137,415 | |
| Bison Peak Funding Facility | 1,500,000 | | | 330,600 | | | 330,600 | | | 1,169,400 | | | 312,779 | |
| Blanca Peak Funding Facility | 1,000,000 | | | 276,500 | | | 276,500 | | | 723,500 | | | 418,605 | |
| Windom Peak Funding Facility | 1,000,000 | | | 181,500 | | | 181,500 | | | 818,500 | | | 274,044 | |
Revolving Credit Facility (6) | 1,500,000 | | | 455,057 | | | 455,057 | | | 1,044,943 | | | 1,044,943 | |
2024 Notes (7) | 435,000 | | | 435,000 | | | 431,532 | | | — | | | — | |
New 2024 Notes (7) | 365,000 | | | 365,000 | | | 361,508 | | | — | | | — | |
2026 Notes (7) | 400,000 | | | 400,000 | | | 396,848 | | | — | | | — | |
New 2026 Notes (7) | 900,000 | | | 900,000 | | | 884,819 | | | — | | | — | |
2021-1 Debt (8) | 663,000 | | | 663,000 | | | 661,888 | | | — | | | — | |
| Short-Term Borrowings | 284,181 | | | 284,181 | | | 284,181 | | | — | | | — | |
| Total | $ | 13,988,100 | | | $ | 8,813,382 | | | $ | 8,786,977 | | | $ | 5,174,718 | | | $ | 3,159,259 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 |
| Aggregate
Principal
Committed | | Outstanding
Principal | | Carrying
Value | | Unused
Portion (1) | | Amount
Available (2) |
| Bard Peak Funding Facility (3) | $ | 1,650,000 | | | $ | 879,000 | | | $ | 879,000 | | | $ | 771,000 | | | $ | — | |
| Castle Peak Funding Facility (4) | 1,600,000 | | | 1,171,809 | | | 1,171,809 | | | 428,191 | | | 131,041 | |
| Maroon Peak Funding Facility | 700,000 | | | 483,952 | | | 483,952 | | | 216,048 | | | 216,048 | |
| Summit Peak Funding Facility (5) | 2,000,000 | | | 1,643,154 | | | 1,643,154 | | | 356,846 | | | 86,767 | |
| Denali Peak Funding Facility | 675,000 | | | 668,400 | | | 668,400 | | | 6,600 | | | 6,600 | |
| Bushnell Peak Funding Facility | 600,000 | | | 395,500 | | | 395,500 | | | 204,500 | | | 98,376 | |
| Granite Peak Funding Facility | 250,000 | | | 248,000 | | | 248,000 | | | 2,000 | | | 2,000 | |
| Middle Peak Funding Facility | 800,000 | | | 799,550 | | | 799,550 | | | 450 | | | 68 | |
| Bison Peak Funding Facility | 1,500,000 | | | 1,320,800 | | | 1,320,800 | | | 179,200 | | | 69,364 | |
| Blanca Peak Funding Facility | 1,000,000 | | | 892,800 | | | 892,800 | | | 107,200 | | | 107,200 | |
| Windom Peak Funding Facility(6) | 1,000,000 | | | 989,759 | | | 989,759 | | | 10,241 | | | 6,471 | |
| Monarch Peak Funding Facility | 1,000,000 | | | 567,400 | | | 567,400 | | | 432,600 | | | 68,250 | |
| Revolving Credit Facility (7) | 3,250,000 | | | 1,144,422 | | | 1,144,422 | | | 2,105,578 | | | 2,105,578 | |
| June 2024 Notes (8) | 435,000 | | | 435,000 | | | 431,854 | | | — | | | — | |
| June 2026 Notes (8) | 400,000 | | | 400,000 | | | 396,952 | | | — | | | — | |
| September 2024 Notes (8) | 365,000 | | | 365,000 | | | 361,805 | | | — | | | — | |
| December 2026 Notes (8) | 1,250,000 | | | 1,250,000 | | | 1,227,844 | | | — | | | — | |
| November 2026 Eurobonds (8)(9) | 569,958 | | | 569,958 | | | 563,695 | | | — | | | — | |
| November 2024 Notes (8) | 500,000 | | | 500,000 | | | 496,054 | | | — | | | — | |
| March 2027 Notes (8) | 1,000,000 | | | 1,000,000 | | | 987,298 | | | — | | | — | |
| 2021-1 BSL Debt (10) | 663,000 | | | 663,000 | | | 661,910 | | | — | | | — | |
| 2021-2 Debt (10) | 505,800 | | | 505,800 | | | 504,124 | | | — | | | — | |
| MML 2021-1 Debt (10) | 690,000 | | | 690,000 | | | 685,696 | | | — | | | — | |
| Short-Term Borrowings | 718,156 | | | 718,156 | | | 718,156 | | | — | | | — | |
| Total | $ | 23,121,914 | | | $ | 18,301,460 | | | $ | 18,239,934 | | | $ | 4,820,454 | | | $ | 2,897,763 | |
(1)The unused portion is the amount upon which commitment fees, if any, are based.
(2)The amount available reflects any limitations related to each respective credit facility’s borrowing base.
(3)Under the Bard Peak Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2021,2022, the Company had borrowings denominated in Canadian Dollars (CAD) and Euros (EUR) of 19.5 million.39.2 million and 36.0 million, respectively.
(4)Under the Castle Peak Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2022, the Company had borrowings denominated in Canadian Dollars (CAD), British Pounds (GBP), and Euros (EUR) of 60.0 million, 42.4 million, and 36.0 million respectively. As of December 31, 2021, the Company had borrowings denominated in Canadian Dollars (CAD) and British Pounds (GBP) of 60.0 million and 42.4 million, respectively.
(5)Under the Summit Peak Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2022, the Company had borrowings denominated in Canadian Dollars (CAD) and British Pounds (GBP) of 99.2 million and 6.1 million, respectively. As of December 31, 2021, the Company had borrowings denominated in Canadian Dollars (CAD) of 60.0 million.
(6)Under the Windom Peak Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2022 and December 31, 2021, the Company had borrowings denominated in British Pounds (GBP) of 43.6 million and 43.6 million, respectively.
(7)Under the Revolving Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2022, the Company had borrowings denominated in Canadian Dollars (CAD), Swiss Franc (CHF), British Pounds (GBP), and Euros (EUR) of 323.6 million, 105.1 million, 660.3 million, and 75.5 million, respectively . As December 31, 2021 the Company had borrowings denominated in Canadian Dollars (CAD), Euros (EUR), and British Pounds (GBP) of 11.3 million, 34.246.8 million and 156.9 million, respectively.
(7)(8)The carrying value of the Company's June 2024 Notes, NewJune 2026 Notes, September 2024 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes, March 2027 Notes, January 2025 Notes, January 2029 Notes, March 2025 Notes, May 2027 Notes, April 2026 UK Bonds, and NewSeptember 2025 Notes are presented net of unamortized debt issuance costs of $2.2 million, $2.5 million, $2.3 million, $19.6 million, $6.1 million, $3.1 million, $11.3 million, $3.9 million, $11.2 million, $7.3 million, $2.5 million, $3.1 million, and $8.9 million, respectively, as of September 30, 2022. The carrying value of the Company's June 2024 Notes, September 2024 Notes, June 2026 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes and March 2027 Notes are presented net of unamortized debt issuance costs of $3.1 million, $3.2 million, $3.0 million, $22.2 million, $6.3 million, $3.9 million and $12.7 million, respectively, as of December 31, 2021.
(9)The November 2026 Eurobonds are denominated in Euros and were converted from local currency (EUR) to U.S. Dollars at the time of the transaction. The April 2026 UK Bonds are denominated in British Pounds and were converted from local currency (GBP) to U.S. Dollars at the time of the transaction.
(10)The carrying value of the Company’s 2021-1 BSL Debt, 2022-1 BSL Debt, 2021-2 Debt, MML 2021-1 Debt, MML 2022-1 Debt and MML 2022-2 Debt is presented net of unamortized debt issuance costs of $3.5$1.0 million, $3.5$1.6 million, $3.2$1.6 million, $4.2 million, $5.3 million, and $15.2$2.5 million respectively, as of September 30, 2021.
(8)2022. The carrying value of the Company’s 2021-1 BSL Debt, 2021-2 Debt and MML 2021-1 Debt is presented net of unamortized debt issuance costs of $1.1 million, $1.7 million and $4.3 million as of September 30,December 31, 2021.
(11)Inclusive of change in fair market value of effective hedge.
As of September 30, 20212022 and December 31, 2020, $19.32021, $276.3 million and $0.0$47.7 million, respectively, of interest expense and $1.2$6.5 million and $0.0$2.6 million, respectively, of unused commitment fees were included in interest payable. For the three months
ended September 30, 2022 and 2021, the weighted average interest rate on all borrowings outstanding was 4.17% and 2.19%, respectively, (including unused fees and accretion of net discounts on unsecured debt)fees) and the average principal debt outstanding was $27,552.4 million and $6,814.9 million.million, respectively. For the nine months ended September 30, 2022 and 2021, the weighted average interest rate on all borrowings outstanding was 3.27% and 2.16%, respectively, (including unused fees) and the average principal debt outstanding was $22,342.7 million and $3,512.9 million.million, respectively.
The components of interest expense were as follows: | | | | | | | | | | | |
| Three Months Ended September 30, 2021 | | Nine Months Ended September 30, 2021 |
| Borrowing interest expense | $ | 34,795 | | | $ | 52,604 | |
| Facility unused fees | 1,929 | | | 2,611 | |
| Accretion of original issue discount | 533 | | | 563 | |
| Amortization of financing costs and debt issuance costs | 2,502 | | | 4,766 | |
| Total interest expense | $ | 39,759 | | | $ | 60,544 | |
| Cash paid for interest expense | $ | 23,908 | | | $ | 35,752 | |
| | | | | | | | | | | |
| Three Months Ended September 30, |
| 2022 | | 2021 |
| Borrowing interest expense | $ | 278,356 | | | $ | 34,795 | |
| Facility unused fees | 6,542 | | | 1,929 | |
| Accretion of original issue discount | 4,989 | | | 533 | |
| Amortization of financing costs and debt issuance costs | 7,192 | | | 2,502 | |
| Gain (loss) from interest rate swaps accounted for as hedges and the related hedged items: | | | |
| Interest rate swaps | (167,469) | | | — | |
| Hedged items | 165,162 | | | — | |
| Total interest expense | $ | 294,772 | | | $ | 39,759 | |
| Cash paid for interest expense | $ | 43,572 | | | $ | 23,908 | |
| | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2022 | | 2021 |
| Borrowing interest expense | $ | 512,340 | | | $ | 52,604 | |
| Facility unused fees | 21,946 | | | 2,611 | |
| Accretion of original issue discount | 13,318 | | | 563 | |
| Amortization of financing costs and debt issuance costs | 20,066 | | | 4,766 | |
| Gain (loss) from interest rate swaps accounted for as hedges and the related hedged items: | | | |
| Interest rate swaps | (263,674) | | | — | |
| Hedged items | 262,336 | | | — | |
| Total interest expense | $ | 566,332 | | | $ | 60,544 | |
| Cash paid for interest expense | $ | 405,828 | | | $ | 35,752 | |
Note 7.8. Commitments and Contingencies
The Company’s investment portfolio may contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of September 30, 2022 and December 31, 2021, the Company had unfunded delayed draw terms loans and revolvers in the aggregate principal amount of $2,594.5$6,753.9 million and $4,870.5 million.
Additionally, from time to time, the Adviser and its affiliates may commit to an investment on behalf of the funds it manages, including the Company. Certain terms of these investments are not finalized at the time of the commitment and each respective fund's allocation may change prior to the date of funding. In this regard, as of September 30, 2021,2022, the Company estimates that it had $8,852.3$3,717.0 million of investments attributable to the company that are that are committed but not yet funded.
The Adviser agreed to bear all of the Company’s expenses, including organization and offering expenses, through January 7, 2021, the date on which the Company broke escrow for the initial offering of its common shares, on which date the Company became obligated to reimburse the Adviser for such advanced expenses upon breaking escrow for the offering.
From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. At September 30, 2021,2022, management is not aware of any pending or threatened material litigation.
Warehousing Transactions
The Company entered into two warehousing transactions whereby the Company agreed, subject to certain conditions, to purchase certain assets from parties unaffiliated with the Adviser. Such warehousing transactions were designed to assist the Company in deploying capital upon receipt of subscription proceeds. One of these warehousing transactions related primarily to originated or anchor investments in middle market loans (the “Facility Agreement”Agreement”). The other warehouse related primarily to broadly syndicated loans (the “Syndicated Warehouse”Warehouse” and, together with Facility Agreement, the “Warehousing Transactions”Transactions”).
Facility Agreement
On November 2, 2020, the Company entered into the Facility Agreement, which was subsequently amended and restated on November 16, 2020, December 7, 2020 and December 28, 2020 with Goldman Sachs Bank USA (the “Financing Provider”). Under the Facility Agreement, if the Company received subscriptions of at least $400 million (the “Capital Condition” “Capital Condition”), the Company, or its designee, has a forward obligation to purchase certain investments (the “Portfolio Investments”) from the Financing Provider, who is obligated to sell such investments. The Portfolio Investments will generally consist of originated and anchor loans to middle marketprivate companies consistent with the Company’s investment strategy. Pursuant to the Facility Agreement, the Company may request that the Financing Provider acquire such Portfolio Investments as the Company may designate from time to time, which the Financing Provider can approve or reject in its sole and absolute discretion. The Company elected to purchase, and in certain events the Company was required to purchase, from the Financing Provider one or more Portfolio Investments on or before June 30, 2021 (the “Facility End Date”). Prior to any sale to the Company, the
Portfolio Investments will be owned and held solely for the account of the Financing Provider. Until such time as the Company satisfied the Capital Condition, which occurred on January 7, 2021, it had no obligation to purchase the Portfolio Investments nor be entitled to any benefits or subject to any obligations under the Facility Agreement unless it waived the Capital Condition. In consideration for the forward arrangement provided by the Financing Provider (the amount of the arrangement will not exceed $200 million prior to December 15, 2020, not exceed $300 million on or after December 15, 2020 and prior to December 28, 2020, not exceed $500 million on or after December 28, 2020 and prior to January 18, 2021 and will not exceed $300 million on or after January 18, 2021 up to the Facility End Date (the “Financing Amount”)), the Company has agreed to pay, subject to satisfying the Capital Condition, certain fees and expenses to the Financing Provider, including (i) a financing fee at an annual rate of LIBOR plus 1.70% multiplied by the sum of the relevant principal amount for each Portfolio Investment, (ii) an unused fee at an annual rate of 0.50% of the unused Financing Amount and (iii) a structuring fee equal to $1.453 million which is payable on the earlier of the termination date or the Facility End Date. As a general matter, the price the Company would pay to purchase any Portfolio Investment from the Financing Provider equals the cash amount paid by the Financing Provider subject to adjustment for, among other things, principal repayments and interest amounts earned by the Financing Provider.
Effective January 7, 2021, the Company had a contractual obligation to acquire all assets under the Facility Agreement through a forward purchase agreement on or before June 30, 2021. The mark-to-market gain/loss of all investments held by the Financing Provider, in addition to other economic rights and obligations held by the Company, are recognized in the Company’s consolidated financial statements. These gains (losses) are realized at the time the Company settles on the purchases of each underlying asset from the Financing Provider.
For the three months ended September 30, 2021, the Company acquired no investments from the Financing Provider. For the nine months ended September 30, 2021, the Company acquired $610.6 million of investments from the Financing Provider, resulting in net realized gains of $3.7 million.
Following the acquisition of all the assets held by the Financing Provider, the Facility Agreement was terminated on June 22, 2021.
Syndicated Warehouse
On November 3, 2020, the Company entered into a purchase and sale agreement (the “PSA”) with Sente Master Fund, L.P. and Vibrant Ambar Fund, Ltd. (together, the “Sellers”). Under the PSA, if the Company has raised at least $200 million of equity capital by April 15, 2021, then the Company or its designee must arrange one or more transactions sufficient to repay all outstanding amounts under the Syndicated Warehouse with commitments of up to $255 million of Maple Park CLO, Ltd. (“Maple Park”), an entity expected to hold primarily broadly syndicated loans with a target portfolio size of $300 million that is managed by an affiliate of the Company, and to redeem in full the subordinated notes (the “Subordinated Notes”) issued by Maple Park. The Company satisfied the condition described above on January 7, 2021.
Under the PSA, this transaction may be structured to include a purchase by the Company or its designee of the Subordinated Notes, if any, held by the unaffiliated Sellers. The purchase price to be paid to the Sellers (the “Purchase Price”) would equal (i) the notional amount of the Subordinated Notes held by the Sellers and (ii) the Sellers’ pro rata share of interest and fee collections on the portfolio of loans held by Maple Park in excess of the outstanding advances under the Syndicated Warehouse. In addition, at any time prior to April 15, 2021, the Company or its designee will have the right, but not the obligation, to purchase the Subordinated Notes held by the Sellers at the Purchase Price.
On January 8, 2021, the Company exercised its right to acquire the equity interests of the Syndicated Warehouse, effectively acquiring the assets and liabilities of Maple Park for a total purchase price of $45.7 million, which included $2.8 million paid to a minority interest holder shortly thereafter. This transaction resulted in a realized gain of $2.3 million, which represented the excess of fair value of the net assets acquired over the total consideration paid for the Subordinated Notes in the Syndicated Warehouse on the date of acquisition.
The following table summarizes the assets and liabilities of Maple Park as of the acquisition date:
| | | | | |
| January 8, 2021 |
| ASSETS | |
| Investments at fair value | $ | 300,464 | |
| Cash and cash equivalents | 1,679 | |
| Interest receivable | 394 | |
| Total assets | 302,537 | |
| LIABILITIES | |
| Debt | 134,000 | |
| Payable for investments purchased | 120,451 | |
| Interest payable | 33 | |
| Total liabilities | 254,484 | |
| NET ASSETS | |
| Total net assets | 48,053 | |
| Total liabilities and net assets | $ | 302,537 | |
Note 8.9. Net Assets
In connection with its formation, the Company has the authority to issue an unlimited number of Class I, Class S and Class D common shares of beneficial interest at $0.01 per share par value. On August 18, 2020, an affiliate of the Adviser purchased 60 shares of the Company’s Class I shares of beneficial interest at $25.00 per share. On October 21, 2020, an affiliate of the Adviser purchased 2,000 shares of the Company’s Class I shares of beneficial interest at $25.00 per share in a private offering.
As of January 7, 2021, the Company had satisfied the minimum offering requirement, and the Company’s Board had authorized the release of proceeds from escrow. As of such date, the Company issued and sold 32,560,141 shares (consisting of 2,750,840 Class S shares and 29,809,301 Class I shares at an offering price of $25.00 per share; no Class D shares were issued or sold as of such date), and the escrow agent released net proceeds of approximately $814.0 million, of which $25.0 was from an affiliate of the Adviser, to the Company as payment for such shares.
The following table summarizes transactions in common shares of beneficial interest during the three months ended September 30, 20212022 (dollars in thousands except share amounts):
| | | | | | | | | | | | | September 30, 2022 |
| | Shares | | Amount | | Shares | | Amount |
| CLASS I | CLASS I | | | | CLASS I | | | |
| Subscriptions | Subscriptions | 96,021,435 | | $ | 2,479,115 | | Subscriptions | 50,251,731 | | $ | 1,253,674 | |
| Share transfers between classes | Share transfers between classes | 569,253 | | 14,693 | | Share transfers between classes | 672,828 | | 16,753 | |
| Distributions reinvested | Distributions reinvested | 1,899,280 | | 49,034 | | Distributions reinvested | 6,079,533 | | 151,911 | |
| Share repurchases | Share repurchases | (109,860) | | (2,845) | Share repurchases | (24,860,836) | | (612,073) | |
| Early repurchase deduction | Early repurchase deduction | — | | | 44 | | Early repurchase deduction | — | | | 426 | |
| Net increase (decrease) | Net increase (decrease) | 98,380,108 | | | $ | 2,540,041 | | Net increase (decrease) | 32,143,256 | | | $ | 810,691 | |
| CLASS S | CLASS S | | | | CLASS S | | | |
| Subscriptions | Subscriptions | 31,873,180 | | $ | 823,021 | | Subscriptions | 24,072,466 | | $ | 601,002 | |
| Share transfers between classes | Share transfers between classes | (133,281) | | | (3,439) | | Share transfers between classes | (260,310) | | | (6,483) | |
| Distributions reinvested | Distributions reinvested | 599,258 | | 15,471 | | Distributions reinvested | 2,447,304 | | 61,154 | |
| Share repurchases | Share repurchases | (3,875) | | | (100) | | Share repurchases | (1,963,074) | | | (48,331) | |
| Early repurchase deduction | Early repurchase deduction | — | | 13 | | Early repurchase deduction | — | | 360 | |
| Net increase (decrease) | Net increase (decrease) | 32,335,282 | | | $ | 834,966 | | Net increase (decrease) | 24,296,386 | | | $ | 607,702 | |
| CLASS D | CLASS D | | | | CLASS D | | | |
| Subscriptions | Subscriptions | 5,133,862 | | | $ | 132,547 | | Subscriptions | 7,190,702 | | | $ | 179,680 | |
| Share transfers between classes | Share transfers between classes | (435,972) | | | (11,254) | | Share transfers between classes | (412,518) | | | (10,270) | |
| Distributions reinvested | Distributions reinvested | 46,849 | | | 1,210 | | Distributions reinvested | 456,349 | | | 11,404 | |
| Share repurchases | Share repurchases | — | | — | | Share repurchases | (154,765) | | | (3,810) | |
| Early repurchase deduction | Early repurchase deduction | — | | 1 | | Early repurchase deduction | — | | 14 | |
| Net increase (decrease) | Net increase (decrease) | 4,744,739 | | | $ | 122,504 | | Net increase (decrease) | 7,079,768 | | | $ | 177,018 | |
| Total net increase (decrease) | Total net increase (decrease) | 135,460,129 | | | $ | 3,497,511 | | Total net increase (decrease) | 63,519,410 | | | $ | 1,595,411 | |
The following table summarizes transactions in common shares of beneficial interest during the nine months ended September 30, 2021:2022:
| | | | | | | | | | | | | September 30, 2022 |
| | Shares | | Amount | | Shares | | Amount |
| CLASS I | CLASS I | | | | CLASS I | | | |
| Subscriptions | Subscriptions | 240,492,026 | | $ | 6,148,343 | | Subscriptions | 271,964,030 | | $ | 6,973,021 | |
| Share transfers between classes | Share transfers between classes | 675,642 | | 17,438 | | Share transfers between classes | 2,206,163 | | 56,232 | |
| Distributions reinvested | Distributions reinvested | 2,859,118 | | 73,596 | | Distributions reinvested | 14,582,560 | | 370,696 | |
| Share repurchases | Share repurchases | (158,598) | | (4,103) | Share repurchases | (36,739,213) | | (908,178) | |
| Early repurchase deduction | Early repurchase deduction | — | | | 63 | | Early repurchase deduction | — | | | 3,339 | |
| Net increase (decrease) | Net increase (decrease) | 243,868,188 | | | $ | 6,235,337 | | Net increase (decrease) | 252,013,540 | | | $ | 6,495,110 | |
| CLASS S | CLASS S | | | | CLASS S | | | |
| Subscriptions | Subscriptions | 74,739,583 | | $ | 1,916,892 | | Subscriptions | 132,866,990 | | $ | 3,406,722 | |
| Share transfers between classes | Share transfers between classes | (133,281) | | (3,439) | | Share transfers between classes | (437,194) | | | (11,003) | |
| Distributions reinvested | Distributions reinvested | 807,553 | | 20,812 | | Distributions reinvested | 5,600,358 | | 142,331 | |
| Share repurchases | Share repurchases | (3,875) | | (100) | | Share repurchases | (3,628,447) | | | (90,294) | |
| Early repurchase deduction | Early repurchase deduction | — | | 19 | | Early repurchase deduction | — | | 711 | |
| Net increase (decrease) | Net increase (decrease) | 75,409,980 | | | $ | 1,934,184 | | Net increase (decrease) | 134,401,707 | | | $ | 3,448,467 | |
| CLASS D | CLASS D | | | | CLASS D | | | |
| Subscriptions | Subscriptions | 8,259,128 | | | $ | 212,894 | | Subscriptions | 27,916,681 | | | $ | 713,712 | |
| Share transfers between classes | Share transfers between classes | (542,361) | | | (13,999) | | Share transfers between classes | (1,768,969) | | | (45,229) | |
| Distributions reinvested | Distributions reinvested | 49,260 | | | 1,272 | | Distributions reinvested | 973,728 | | | 24,710 | |
| Share repurchases | Share repurchases | — | | — | | Share repurchases | (246,189) | | | (6,087) | |
| Early repurchase deduction | Early repurchase deduction | — | | 1 | | Early repurchase deduction | — | | 73 | |
| Net increase (decrease) | Net increase (decrease) | 7,766,027 | | | $ | 200,168 | | Net increase (decrease) | 26,875,251 | | | $ | 687,179 | |
| Total net increase (decrease) | Total net increase (decrease) | 327,044,195 | | | $ | 8,369,689 | | Total net increase (decrease) | 413,290,498 | | | $ | 10,630,756 | |
The following table summarizes transactions in common shares of beneficial interest during the three months ended September 30, 2021 (dollars in thousands except share amounts):
| | | | | | | | | | | |
| Shares | | Amount |
| CLASS I | | | |
| Subscriptions | 96,021,435 | | $ | 2,479,115 | |
| Share transfers between classes | 569,253 | | 14,693 | |
| Distributions reinvested | 1,899,280 | | 49,034 | |
| Share repurchases | (109,860) | | (2,845) |
| Early repurchase deduction | — | | | 44 | |
| Net increase (decrease) | 98,380,108 | | | $ | 2,540,041 | |
| CLASS S | | | |
| Subscriptions | 31,873,180 | | $ | 823,021 | |
| Share transfers between classes | (133,281) | | (3,439) | |
| Distributions reinvested | 599,258 | | 15,471 | |
| Share repurchases | (3,875) | | (100) | |
| Early repurchase deduction | — | | 13 | |
| Net increase (decrease) | 32,335,282 | | | $ | 834,966 | |
| CLASS D | | | |
| Subscriptions | 5,133,862 | | | $ | 132,547 | |
| Share transfers between classes | (435,972) | | | (11,254) | |
| Distributions reinvested | 46,849 | | | 1,210 | |
| Share repurchases | — | | — | |
| Early repurchase deduction | — | | 1 | |
| Net increase (decrease) | 4,744,739 | | | $ | 122,504 | |
| Total net increase (decrease) | 135,460,129 | | | $ | 3,497,511 | |
The following table summarizes transactions in common shares of beneficial interest during the nine months ended September 30, 2021 (dollars in thousands except share amounts):
| | | | | | | | | | | |
| Shares | | Amount |
| CLASS I | | | |
| Subscriptions | 240,492,026 | | $ | 6,148,343 | |
| Share transfers between classes | 675,642 | | 17,438 | |
| Distributions reinvested | 2,859,118 | | 73,596 | |
| Share repurchases | (158,598) | | (4,103) |
| Early repurchase deduction | — | | | 63 | |
| Net increase (decrease) | 243,868,188 | | | $ | 6,235,337 | |
| CLASS S | | | |
| Subscriptions | 74,739,583 | | $ | 1,916,892 | |
| Share transfers between classes | (133,281) | | (3,439) | |
| Distributions reinvested | 807,553 | | 20,812 | |
| Share repurchases | (3,875) | | (100) | |
| Early repurchase deduction fees | — | | 19 | |
| Net increase (decrease) | 75,409,980 | | | $ | 1,934,184 | |
| CLASS D | | | |
| Subscriptions | 8,259,128 | | | $ | 212,894 | |
| Share transfers between classes | (542,361) | | | (13,999) | |
| Distributions reinvested | 49,260 | | | 1,272 | |
| Share repurchases | — | | — | |
| Early repurchase deduction fees | — | | 1 | |
| Net increase (decrease) | 7,766,027 | | | $ | 200,168 | |
| Total net increase (decrease) | 327,044,195 | | | $ | 8,369,689 | |
Net Asset Value per Share and Offering Price
The Company determines NAV for each class of shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. Shares are issued at an offering price equivalent to the most recent NAV per share available for each share class, which will be the prior calendar day NAV per share (i.e., the prior month-end NAV). The following table summarizes each month-end NAV per share for Class I, Class S and Class D common shares of beneficial interest during the nine months ended September 30, 2021:2022 and 2021:
| | | | | | | | | | | | | | | | | | | | |
| | NAV Per Share |
| For the Months Ended | | Class I | | Class S | | Class D |
| January 31, 2022 | | $ | 25.93 | | | $ | 25.93 | | | $ | 25.93 | |
| February 28, 2022 | | 25.80 | | | 25.80 | | | 25.80 | |
| March 31, 2022 | | 25.82 | | | 25.82 | | | 25.82 | |
| April 30, 2022 | | 25.76 | | | 25.76 | | | 25.76 | |
| May 31, 2022 | | 25.28 | | | 25.28 | | | 25.28 | |
| June 30, 2022 | | 24.80 | | | 24.80 | | | 24.80 | |
| July 31, 2022 | | 25.02 | | | 25.02 | | | 25.02 | |
| August 31, 2022 | | 25.12 | | | 25.12 | | | 25.12 | |
| September 30, 2022 | | 24.62 | | | 24.62 | | | 24.62 | |
| | | | | | | | | | | | | | | | | | | | |
| | NAV Per Share |
| For the Months Ended | | Class I | | Class S | | Class D (1) |
| January 31, 2021 | | $ | 25.25 | | | $ | 25.25 | | | $ | — | |
| February 28, 2021 | | 25.36 | | | 25.36 | | | — | |
| March 31, 2021 | | 25.49 | | | 25.49 | | | — | |
| April 30, 2021 | | 25.59 | | | 25.59 | | | — | |
| May 31, 2021 | | 25.80 | | | 25.80 | | | 25.80 | |
| June 30, 2021 | | 25.81 | | | 25.81 | | | 25.81 | |
| July 31, 2021 | | 25.80 | | | 25.80 | | | 25.80 | |
| August 31, 2021 | | 25.84 | | | 25.84 | | | 25.84 | |
| September 30, 2021 | | 25.90 | | | 25.90 | | | 25.90 | |
(1)Class D commenced operations on May 1, 2021, at which time the Company first accepted subscriptions at a NAV per share of $25.59.
Distributions
The Board authorizes and declares monthly distribution amounts per share of Class I, Class S and Class D common shares of beneficial interest. The following table presents distributions that were declared during the nine months ended September 30, 2021:2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class I | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| January 26, 2022 | | January 31, 2022 | | February 24, 2022 | | $ | 0.1740 | | | $ | 66,686 | | |
| February 23, 2022 | | February 28, 2022 | | March 25, 2022 | | 0.1740 | | | 75,042 | | |
| March 23, 2022 | | March 31, 2022 | | April 28, 2022 | | 0.1740 | | | 82,959 | | |
| April 23, 2022 | | April 30, 2022 | | May 27, 2022 | | 0.1740 | | | 89,838 | | |
| May 23, 2022 | | May 31, 2022 | | June 29, 2022 | | 0.1740 | | | 96,450 | | |
| June 23, 2022 | | June 30, 2022 | | July 27, 2022 | | 0.1740 | | | 100,372 | | |
| July 20, 2022 | | July 31, 2022 | | August 29, 2022 | | 0.1740 | | | 102,863 | | |
| August 24, 2022 | | August 31, 2022 | | September 28, 2022 | | 0.2440 | | | 148,413 | | (1) |
| September 7, 2022 | | September 30, 2022 | | October 26, 2022 | | 0.1740 | | | 108,483 | | |
| | | | | | $ | 1.6360 | | | $ | 871,106 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class S | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| January 26, 2022 | | January 31, 2022 | | February 24, 2022 | | $ | 0.1556 | | | $ | 23,816 | | |
| February 23, 2022 | | February 28, 2022 | | March 25, 2022 | | 0.1556 | | | 26,598 | | |
| March 23, 2022 | | March 31, 2022 | | April 28, 2022 | | 0.1557 | | | 29,834 | | |
| April 23, 2022 | | April 30, 2022 | | May 27, 2022 | | 0.1557 | | | 32,985 | | |
| May 23, 2022 | | May 31, 2022 | | June 29, 2022 | | 0.1558 | | | 35,893 | | |
| June 23, 2022 | | June 30, 2022 | | July 27, 2022 | | 0.1561 | | | 38,018 | | |
| July 20, 2022 | | July 31, 2022 | | August 29, 2022 | | 0.1564 | | | 39,451 | | |
| August 24, 2022 | | August 31, 2022 | | September 28, 2022 | | 0.2263 | | | 58,706 | | (1) |
| September 7, 2022 | | September 30, 2022 | | October 26, 2022 | | 0.1562 | | | 41,985 | | |
| | | | | | $ | 1.4734 | | | $ | 327,287 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class D | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| January 26, 2022 | | January 31, 2022 | | February 24, 2022 | | $ | 0.1686 | | | $ | 3,469 | | |
| February 23, 2022 | | February 28, 2022 | | March 25, 2022 | | 0.1686 | | | 3,961 | | |
| March 23, 2022 | | March 31, 2022 | | April 28, 2022 | | 0.1686 | | | 4,551 | | |
| April 23, 2022 | | April 30, 2022 | | May 27, 2022 | | 0.1686 | | | 5,126 | | |
| May 23, 2022 | | May 31, 2022 | | June 29, 2022 | | 0.1686 | | | 5,699 | | |
| June 23, 2022 | | June 30, 2022 | | July 27, 2022 | | 0.1687 | | | 6,190 | | |
| July 20, 2022 | | July 31, 2022 | | August 29, 2022 | | 0.1688 | | | 6,555 | | |
| August 24, 2022 | | August 31, 2022 | | September 28, 2022 | | 0.2388 | | | 10,007 | | (1) |
| September 7, 2022 | | September 30, 2022 | | October 26, 2022 | | 0.1688 | | | 7,401 | | |
| | | | | | $ | 1.5881 | | | $ | 52,959 | | |
The following table presents distributions that were declared during the nine months ended September 30, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class I | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| January 29, 2021 | | January 31, 2021 | | February 24, 2021 | | $ | 0.1151 | | | $ | 3,431 | | |
| February 24, 2021 | | February 28, 2021 | | March 29, 2021 | | 0.1427 | | 7,206 | | |
| March 30, 2021 | | March 31, 2021 | | April 28, 2021 | | 0.1458 | | 10,483 | | |
| April 23, 2021 | | April 30, 2021 | | May 26, 2021 | | 0.1510 | | | 15,074 | | |
| May 25, 2021 | | May 31, 2021 | | June 28, 2021 | | 0.1563 | | | 19,336 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1667 | | | 24,261 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1233 | | | 17,944 | | (1) |
| July 21, 2021 | | July 31, 2021 | | August 27, 2021 | | 0.1740 | | | 31,252 | | |
| August 25, 2021 | | August 31, 2021 | | September 28, 2021 | | 0.1740 | | | 36,103 | | |
| September 27, 2021 | | September 30, 2021 | | October 27, 2021 | | 0.1740 | | | 42,453 | | |
| | | | | | $ | 1.5229 | | | $ | 207,543 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class S | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| January 29, 2021 | | January 31, 2021 | | February 24, 2021 | | $ | 0.1008 | | | $ | 277 | | |
| February 24, 2021 | | February 28, 2021 | | March 29, 2021 | | 0.1250 | | 827 | | |
| March 30, 2021 | | March 31, 2021 | | April 28, 2021 | | 0.1281 | | 1,426 | | |
| April 23, 2021 | | April 30, 2021 | | May 26, 2021 | | 0.1329 | | | 2,994 | | |
| May 25, 2021 | | May 31, 2021 | | June 28, 2021 | | 0.1382 | | | 4,607 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1484 | | | 6,391 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1233 | | | 5,311 | | (1) |
| July 21, 2021 | | July 31, 2021 | | August 27, 2021 | | 0.1557 | | | 8,187 | | |
| August 25, 2021 | | August 31, 2021 | | September 28, 2021 | | 0.1557 | | | 9,376 | | |
| September 27, 2021 | | September 30, 2021 | | October 27, 2021 | | 0.1557 | | | 11,742 | | |
| | | | | | $ | 1.3638 | | | $ | 51,138 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class D | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| May 25, 2021 | | May 31, 2021 | | June 28, 2021 | | 0.1510 | | | 205 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1613 | | | 487 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1233 | | | 373 | | (1) |
| July 21, 2021 | | July 31, 2021 | | August 27, 2021 | | 0.1686 | | | 749 | | |
| August 25, 2021 | | August 31, 2021 | | September 28, 2021 | | 0.1686 | | | 997 | | |
| September 27, 2021 | | September 30, 2021 | | October 27, 2021 | | 0.1686 | | | 1,309 | | |
| | | | | | $ | 0.9414 | | | $ | 4,120 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class D | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| May 25, 2021 | | May 31, 2021 | | June 28, 2021 | | $ | 0.1510 | | | $ | 205 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1613 | | | 487 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1233 | | | 373 | | (1) |
| July 21, 2021 | | July 31, 2021 | | August 27, 2021 | | 0.1686 | | | 749 | | |
| August 25, 2021 | | August 31, 2021 | | September 28, 2021 | | 0.1686 | | | 997 | | |
| September 27, 2021 | | September 30, 2021 | | October 27, 2021 | | 0.1686 | | | 1,309 | | |
| | | | | | $ | 0.9414 | | | $ | 4,120 | | |
(1)Represents a special distribution.
Distribution Reinvestment Plan
The Company has adopted a distribution reinvestment plan, pursuant to which the Company will reinvest all cash dividends declared by the Board on behalf of our shareholders who do not elect to receive their dividends in cash as provided
below. As a result, if the Board authorizes, and the Company declares, a cash dividend or other distribution, then shareholders who have not opted out of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.
CharacterSPV Financing Facilities
The following wholly-owned subsidiaries of Distributionsthe Company have entered into secured financing facilities, as described below: Bard Peak Funding, Castle Peak Funding, Maroon Peak Funding, Summit Peak Funding, Denali Peak Funding, Bushnell Peak Funding, Granite Peak Funding, Middle Peak Funding, Bison Peak Funding, Blanca Peak Funding, Windom Peak Funding, Monarch Peak Funding, Borah Peak Funding, and 2022-1 BSL WH, Naomi Peak Funding, Meridian Peak Funding, Haydon Peak Funding and Bear Peak Funding, which are collectively referred to as the “SPVs,” and the secured financing facilities described below are collectively referred to as the “SPV Financing Facilities.”
The Company may fund its cash distributionsobligations of each SPV to shareholders from any sourcethe lenders under the applicable SPV Financing Facility are secured by a first priority security interest in all of funds availablethe applicable SPV’s portfolio investments and cash. The obligations of each SPV under the applicable SPV Financing Facility are non-recourse to the Company, including but notand the Company’s exposure to the credit facility is limited to offering proceeds, netthe value of its investment income from operations, capital gains proceeds fromin the applicable SPV.
In connection with the SPV Financing Facilities, the applicable SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. Each SPV Financing Facility contains customary events of default for similar financing transactions, including if a change of control of the applicable SPV occurs. Upon the occurrence and during the continuation of an event of default, the lenders under the applicable SPV Financing Facility may declare the outstanding advances and all other obligations under the applicable SPV Financing Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that the applicable SPV obtain the consent of the lenders under the applicable SPV Financing Facility prior to entering into any sale of assets, dividends or other distributions paiddisposition with respect to it on accountportfolio investments.
As of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment.
Through September 30, 2022 and December 31, 2021, a portionthe Company was in compliance with all covenants and other requirements of the Company’s distributions resulted from expense support from the Adviser,SPV Financing Facilities.
Bard Peak Funding Facility
On March 15, 2021, Bard Peak Funding entered into a senior secured revolving credit facility (the “Bard Peak Funding Facility”) with BNP Paribas (“BNPP”). BNPP serves as administrative agent, Wells Fargo Bank, National Association, serves as collateral agent, and future distributions may result from expense support from the Adviser, each of which is subject to repayment by the Company within three years from the date of payment. The purpose of this arrangement avoids distributions being characterizedserves as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distribution is not based solely on the Company’s investment performance, and can only be sustained if the Company achieves positive investment performance in future periods and/or the Adviser continues to provide expense support. Shareholders should also understand that the Company’s future repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that the Company will achieve the performance necessary to sustain these distributions, or be able to pay distributions at all.
Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following tables reflect the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the nine months ended September 30, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Class I | | Class S | | Class D |
| Source of Distribution | | Per Share | | Amount | | | Per Share | | Amount | | Per Share | | Amount |
| Net investment income | | $ | 1.5229 | | | $ | 207,543 | | | | $ | 1.3638 | | | $ | 51,138 | | | $ | 0.9414 | | | $ | 4,120 | |
| Net realized gains | | — | | | — | | | | — | | | — | | | — | | | — | |
| Total | | $ | 1.5229 | | | $ | 207,543 | | | | $ | 1.3638 | | | $ | 51,138 | | | $ | 0.9414 | | | $ | 4,120 | |
Share Repurchase Program
At the discretion of the Board, the Company intends to commence a share repurchase program in which the Company may repurchase, in each quarter, up to 5% of the NAV of the Company’s common shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. The Board may amend or suspend the share repurchase program at any time if in its reasonable judgment it deems such action to be in the best interest of shareholders, such as when a repurchase offer would place an undue burden on the Company’s liquidity, adversely affect the Company’s operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. As a result, share repurchases may not be available each quarter. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgatedservicer under the Securities Exchange Act of 1934, as amended, andBard Peak Funding Facility.
Advances under the 1940 Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.
Under the share repurchase plan, to the extent the Company offers to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers usingBard Peak Funding Facility initially bear interest at a purchase priceper annum rate equal to the NAV per share as ofbenchmark in effect for the last calendar daycurrency of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding periodadvance (which is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waivedthree-month LIBOR in the case of repurchase requests arising fromdollar advances), plus an applicable margin of 1.55% to 2.15% per annum depending on the death, divorce or qualified disabilitynature of the holder. The Early Repurchase Deductionadvances being requested under the credit facility, subject to a floor from and after September 15, 2021 of 1.85%. After March 15, 2024, the applicable margin on all outstanding advances will be retained3.05% per annum. Effective July 15, 2021, Bard Peak Funding will pay a commitment fee of 0.90% per annum if the unused facility amount is greater than 50% or 0.35% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments until March 15, 2024, in addition to certain other fees as agreed between Bard Peak Funding and BNPP.
The initial principal amount of the maximum funding amounts under the Bard Peak Funding Facility was $600 million. Effective July 23, 2021, October 29, 2021, November 18, 2021 and December 15, 2021, the maximum funding amount of the Bard Peak Funding Facility was $1.0 billion, $1.5 billion, $2.0 billion and $1.7 billion, respectively. Proceeds from borrowings under the credit facility may be used to fund portfolio investments by the Company for the benefit of remaining shareholders across all shares.
During the threeBard Peak Funding and nine months ended September 30, 2021, approximately 113,735to make advances under delayed draw term loans and 162,473 shares, respectively, were repurchased.
revolving loans where Bard Peak Funding is a lender. The period during which Bard Peak Funding may
The following table further summarizesmake borrowings under the share repurchases completed duringBard Peak Funding Facility expires on March 15, 2024, and the nine months ended September 30, 2021:Bard Peak Funding Facility will mature and all amounts outstanding under credit facility must be repaid by March 15, 2026.
On March 15, 2021, concurrent with the closing of the Bard Peak Funding Facility, Maple Park (as defined in Note 7) merged with and into Bard Peak Funding (the “Merger”) pursuant to an Agreement and Plan of Merger, with Bard Peak Funding the surviving entity of the Merger.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Repurchase deadline request | | Percentage of Outstanding Shares the Company Offered to Repurchase(1) | | Price Paid Per Share | | Repurchase
Pricing Date | | Amount
Repurchased (all classes) | | Number of Shares
Repurchased
(all classes) | | Percentage of Outstanding Shares Repurchased (1) | | Maximum number of shares that may yet be purchased under the repurchase plan (2) |
| May 28, 2021 | | 5.00 | % | | $ | 25.81 | | | June 30, 2021 | | $ | 1,233 | | | 48,738 | | | 0.06 | % | | — | |
| August 31, 2021 | | 5.00 | % | | $ | 25.90 | | | September 30, 2021 | | $ | 2,887 | | | 113,735 | | | 0.06 | % | | — | |
(1)PercentageCastle Peak Funding Facility
On January 8, 2021, Castle Peak Funding entered into a senior secured revolving credit facility (the “Castle Peak Funding Facility”) with Citibank, N.A. (“Citi”). Citi serves as administrative agent, Wilmington Trust, National Association, serves as collateral agent, custodian and collateral administrator and the Company serves as collateral manager under the Castle Peak Funding Facility.
Advances used to finance the purchase or origination of broadly syndicated loans under the Castle Peak Funding Facility initially bear interest at a per annum rate equal to the benchmark in effect for the currency of the applicable advances (which is three-month LIBOR for dollar advances), plus the applicable margin of 1.50% per annum. Advances used to finance the purchase or origination of middle market loans under the Castle Peak Funding Facility initially bear interest at a per annum rate equal to such applicable benchmark plus the applicable margin of 2.00% per annum. After January 8, 2024, the applicable margin on outstanding advances will be increased by 1.00% per annum. Castle Peak Funding pays a commitment fee of 1.85% per annum if the unused facility amount is greater than 30% or 0.50% per annum if the unused facility amount is less than or equal to 30% and greater than 10%, based on total shares asthe average daily unused amount of the closefinancing commitments until January 8, 2024, in addition to certain other fees as agreed between Castle Peak Funding and Citi.
The initial principal amount of the previous calendar quarter.
(2)All repurchase requests were satisfied in full.
Note 9. Financial Highlights
The following are the financial highlights for the nine months ended September 30, 2021:
| | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, 2021 |
| Class I | | Class S | | Class D (6) |
| Per Share Data: | | | | | |
| Net asset value, beginning of period | $ | 25.00 | | $ | 25.00 | | $ | 25.59 |
Net investment income (1) | 1.60 | | 1.45 | | 0.89 |
Net unrealized and realized gain (loss) (2) | 0.82 | | 0.81 | | 0.36 |
| Net increase (decrease) in net assets resulting from operations | 2.42 | | 2.26 | | 1.25 |
Distributions from net investment income (3) | (1.52) | | (1.36) | | (0.94) |
Distributions from net realized gains (3) | — | | — | | — |
| Net increase (decrease) in net assets from shareholders' distributions | (1.52) | | (1.36) | | (0.94) |
Early repurchase deduction fees (7) | — | | — | | — |
| Total increase (decrease) in net assets | 0.90 | | 0.90 | | 0.31 |
| Net asset value, end of period | $ | 25.90 | | $ | 25.90 | | $ | 25.90 |
| Shares outstanding, end of period | 243,870,248 | | 75,409,980 | | 7,766,027 |
Total return based on NAV (4) | 9.91% | | 9.23% | | 4.95% |
| Ratios: | | | | | |
Ratio of net expenses to average net assets (5) | 4.20 | % | | 5.20 | % | | 5.18 | % |
Ratio of net investment income to average net assets (5) | 8.20 | % | | 7.43 | % | | 7.80 | % |
| Portfolio turnover rate | 24.68 | % | | 24.68 | % | | 24.68 | % |
| Supplemental Data: | | | | | |
| Net assets, end of period | $ | 6,316,746 | | $ | 1,953,286 | | $ | 201,163 |
| Asset coverage ratio | 196.1 | % | | 196.1 | % | | 196.1 | % |
(1)The per share dataCastle Peak Funding Facility was derived by using the weighted average shares outstanding during the period.
(2)For the nine months ended September 30,$200 million. Effective March 15, 2021, July 15, 2021 and December 21, 2021, the maximum commitment amount shown does not correspond with the aggregate amount for the period as it includes a $0.21, $0.26 and $0.11 impact, on Class I, Class S and Class D, respectively, from the effect of the timing of capital transactions.
(3)The per share data for distributionsrevolving credit commitments under the credit facility was derived$800 million, $1.3 billion and $1.6 billion, respectively. Proceeds from borrowings under the Castle Peak Funding Facility may be used to fund portfolio investments by using the actual shares outstanding at the date of the relevant transactions (referCastle Peak Funding and to Note 8).
(4)Total return is calculated as the change in NAV per share during the period, plus distributions per share (assuming dividends and distributions are reinvested in accordance with the Company's dividend reinvestment plan) divided by the beginning NAV per share. Total return does not include upfront transaction fee, if any.
(5)For the nine months ended September 30, 2021, amounts are annualized except for organizational costs and management fee and income based incentive fee waivers by the Adviser. For the nine months ended September 30, 2021, the ratio of total operating expenses to average net assets was 4.99%, 5.89%, and 5.46% on Class I, Class S and Class D respectively, on an annualized basis, excluding the effect of expense support/(recoupment) and management fee and income based incentive fee waivers by the Adviser which represented 0.79%, 0.69% and 0.26% on Class I, Class S and Class D, respectively, of average net assets.
(6)Class D commenced operations on May 1, 2021.
(7)The per share amount rounds to less than $0.01 per share.
Note 10. Twin Peaks Acquisition
Pursuant to a Securities Purchase Agreement, dated March 5, 2021 (the “Purchase Agreement”), by and among the Company, Twin Peaks Parent LLC, a Delaware limited liability company not affiliated with the Company (the “Seller”), Twin Peaks, Teacher Retirement System of Texas, an investor in Seller, and the Adviser, the Company acquired Twin Peaks which includes a portfolio of assets from Seller consisting ofmake advances under revolving loans to 41 borrowers (includingor delayed draw term loans)loans where Castle Peak Funding is a lender. The period during which Castle Peak Funding may make borrowings under the Castle Peak Funding Facility expires on January 8, 2024, and the Castle Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by January 8, 2026.
Maroon Peak Funding Facility
On January 28, 2021, Maroon Peak Funding entered into a senior secured revolving credit facility (the “Maroon Peak Funding Facility”) with Morgan Stanley Bank, N.A. (“MS”). Morgan Stanley Senior Funding, Inc. serves as administrative agent , five equity investments, cashU.S. Bank National Association, serves as collateral agent and other assets (collectively, the “Assets”) for an aggregateCompany serves as collateral manager under the Maroon Peak Funding Facility.
Advances may be used to finance the purchase priceor origination of $721.0 million. The purchase price representsbroadly syndicated loans under the fair market valueMaroon Peak Funding Facility and initially bear interest at a per annum rate equal to the three-month term SOFR then in effect plus 0.10% plus the applicable spread of 1.30% per annum. After January 28, 2022, the applicable spread on outstanding advances will increase to 2.00% per annum. Effective July 28, 2021, Maroon Peak Funding will pay a commitment fee of 0.50% per annum if the unused facility amount is greater than 10% based on the average daily unused amount of the Assetsfinancing commitments, in addition to certain other fees as agreed between Maroon Peak Funding and MS.
The initial principal amount of $1,059.0the Maroon Peak Funding Facility was $500 million. On February 26, 2021, March 23, 2021, June 29, 2021 and February 25, 2022, the maximum commitment amount of the revolving credit commitments under the credit facility was increased to $560 million, determined pursuant$1.0 billion, $700 million and $800 million, respectively. Proceeds from borrowings under the Maroon Peak Funding Facility may be used to fund portfolio investments by Maroon Peak Funding and to make advances under revolving loans or delayed draw term loans where Maroon Peak Funding is a lender. All amounts outstanding under the Maroon Peak Funding Facility must be repaid by October 13, 2023, unless the parties have entered into an extension agreement.
Summit Peak Funding Facility
On March 3, 2021, Summit Peak Funding entered into a senior secured revolving credit facility (“Summit Peak Funding Facility”) with Société Générale (“SG”). SG serves as agent, Wilmington Trust, National Association, serves as collateral agent, custodian and collateral administrator and the Company serves as servicer under the Summit Peak Funding Facility.
Advances used to finance the purchase or origination of broadly syndicated loans under the Summit Peak Funding Facility initially bear interest at a blended per annum rate adjusted monthly based on the proportion of the broadly syndicated loans in the portfolio to the Company’s valuation procedures (including approvalproportion of middle market loans in the portfolio, with the rate attributable to broadly syndicated loans equal to the benchmark for the currency of the valuations byapplicable advance (which is three-month term SOFR for dollar advances), plus the Company’s Board after reviewapplicable margin of reports provided by independent valuation providers) within 48 hours1.50% for certain foreign currency advances to 1.65% per annum for dollar advances, and the rate attributable to middle market loans equal to such applicable benchmark plus the applicable margin of 2.15% for certain foreign currency advances to 2.30% per annum for dollar advances, and with such blended rate subject to a floor of such applicable benchmark plus 2.00% for certain foreign currency advances to 2.15% per annum for dollar advances. Effective September 3, 2021, Summit Peak Funding will pay a commitment fee of 0.25% per annum if the unused facility amount is greater than 25% based on the average daily unused amount of the closing, less thefinancing commitments, and effective January 3, 2022, such fee shall increase to 0.40% per annum, terminating on March 1, 2024, in addition to certain other fees as agreed between Summit Peak Funding and SG.
The initial principal amount of assumed borrowings (including accrued interest) of $338.0the Summit Peak Funding Facility is $500 million. The Seller is an entity ownedEffective May 12, 2021, October 29, 2021 and controlled by a third party and advised by an affiliateMarch 17, 2022, the maximum commitment amount of the Adviser. An affiliate ofSummit Peak Funding Facility was $1.0 billion, $2.0 billion and $2.3 billion, respectively. Proceeds from borrowings under the Adviser owns an approximately 2.9% non-voting interest inSummit Peak Funding Facility may be used to fund portfolio investments by Summit Peak Funding and to make advances under revolving loans or delayed draw term loans where Summit Peak Funding is a lender. The period during which Summit Peak Funding may make borrowings under the Seller. The acquisition of Twin Peaks was funded with cashSummit Peak Funding Facility expires on hand, which primarily consists of proceeds fromMarch 1, 2024, and the Company’s offering of its common shares.Summit Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by March 3, 2026.
Denali Peak Funding Facility
Pursuant to the Purchase Agreement the Company purchased 100% of the limited liability company interests(as discussed in Twin Peaks, which directly holds Assets and two wholly-owned financing subsidiaries (the “Financing Subsidiaries”)Note 12), each of which directly holds Assets. Each of the Financing Subsidiaries (DenaliDenali Peak Funding and Siris Peak Funding - as defined in Note 2) areis now indirectly wholly-owned by the Company and have entered intoCompany. Denali Peak Funding is party to a senior secured revolving credit facilities that have beenfacility (the “Denali Peak Funding Facility”), dated as of October 11, 2018, with Deutsche Bank AG, New York Branch (“DB”), which credit facility was indirectly assumed by the Company pursuant to the Purchase Agreement. DB serves as agent, U.S. Bank National Association serves as collateral agent and collateral custodian and Twin Peaks (as discussed in Note 12) serves as servicer under the Denali Peak Funding Facility.
Advances under the Denali Peak Funding Facility initially bear interest at a per annum rate equal to the benchmark for the currency of the applicable advance (which is three-month LIBOR for dollar advances), plus the applicable margin of 1.95% per annum. After September 30, 2024, the applicable margin on outstanding advances will increase by 0.20% per annum. Effective December 30, 2021, Denali Peak Funding will pay a commitment fee of per annum on the unused facility amount.Denali Peak Funding also pays an administrative agency fee to DB, in addition to certain other fees, each as agreed between Denali Peak Funding and DB.
The initial principal amount of the Denali Peak Funding Facility was $200 million, which was fully drawn. Effective September 30, 2021, October 20, 2021 and March 9, 2022, the maximum commitment amount of the Denali Peak Funding Facility was $600 million, $675 million and $750 million, respectively. Proceeds from borrowings under the Denali Peak Funding Facility may be used to fund portfolio investments by Denali Peak Funding and to make advances under revolving loans where Denali Peak Funding is a lender. Effective September 30, 2021, the period during which Denali Peak Funding may make borrowings under the Denali Peak Funding Facility expires on September 30, 2024, and the Denali Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by September 30, 2026.
Bushnell Peak Funding Facility
On May 12, 2021, Bushnell Peak Funding entered into a senior secured revolving credit facility (the “Bushnell Peak Funding Facility”) with Bank of America, N.A. (“Bank of America”). Bank of America serves as administrative agent, Wells Fargo Bank, N.A. serves as collateral administrator and the Company serves as investment adviser under the Bushnell Peak Credit Facility.
Advances under the Bushnell Peak Credit Facility bear interest at a per annum rate equal to the benchmark for the currency of the applicable advance (which is the daily floating LIBOR rate for dollar advances) plus an applicable margin of 1.50% to 1.75% per annum depending on the nature of the advances being requested. Bushnell Peak Funding is required to utilize a minimum percentage of the financing commitments, which amount is equal to 80% of the aggregate commitments beginning one month after the closing date of the Bushnell Peak Credit Facility and thereafter. Unused amounts below such minimum utilization amount accrue a fee at a rate of 1.60% per annum. Bushnell Peak Funding will also pay an unused fee of 0.50% per annum on the daily unused amount of the financing commitments in excess of such minimum utilization amount, commencing one month after the closing date of the Bushnell Peak Credit Facility, in addition to certain other fees agreed between Bushnell Peak Funding and Bank of America.
The initial principal amount of the Bushnell Peak Credit Facility is $425 million. Effective December 6, 2021, the maximum commitment amount of the Bushnell Peak Funding Facility was increased to $600 million. Proceeds from borrowings under the Bushnell Peak Credit Facility may be used to fund portfolio investments by Bushnell Peak Funding and to make advances under revolving loans or delayed draw term loans where Bushnell Peak Funding Facility is a lender. All amounts outstanding under the Bushnell Peak Credit Facility must be repaid by the date that is two years after the closing date of the Bushnell Peak Credit Facility.
Granite Peak Funding Facility
On June 17, 2021, Granite Peak Funding entered into a senior secured revolving credit facility (the “Granite Peak Funding Facility”) with Goldman Sachs Bank USA (“GS”). GS serves as administrative agent, Wilmington Trust, National Association, serves as collateral agent, custodian and collateral administrator, and the Company serves as servicer under the Granite Peak Funding Facility.
Advances under the Granite Peak Funding Facility initially bear interest at a per annum rate equal to three-month term SOFR, plus an applicable margin of 2.35% per annum. Commencing on October 15, 2021, Granite Peak Funding will pay an unused commitment fee of 0.25% per annum on the average daily unused commitments under the Granite Peak Funding Facility, which fee shall increase to 0.40% per annum from and after January 13, 2022. The unused commitment fee will be payable only when more than 25% of the total commitments under the Granite Peak Funding Facility are unused, and will terminate when Granite Peak Funding is no longer permitted to make borrowings under the Granite Peak Funding Facility. Granite Peak Funding will also pay to GS an administrative agency fee, in addition to certain other fees, each as agreed between Granite Peak Funding and GS.
The initial principal amount of the commitments under the Granite Peak Funding Facility was $250 million. Effective June 7, 2022, the maximum commitment amount of the Granite Peak Funding Facility was increased to $750 million. Proceeds from borrowings under the Granite Peak Funding Facility may be used to fund portfolio investments by Granite Peak Funding and to make advances under delayed draw term loans and revolving loans where Granite Peak Funding is a lender. The period during which Granite Peak Funding may make borrowings under the Granite Peak Funding Facility expires on June 17, 2024, and the Granite Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by June 17, 2026.
Middle Peak Funding Facility
On June 30, 2021, Middle Peak Funding entered into a senior secured revolving credit facility (the “Middle Peak Funding Facility”) with MS. MS serves as agent, Wilmington Trust, National Association, serves as collateral agent, custodian and collateral administrator and the Company serves as collateral manager under the Middle Peak Funding Facility.
Advances under the Middle Peak Funding Facility initially bear interest at a per annum rate equal to, in the case of dollar advances, three-month LIBOR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin. The applicable margin will initially be 1.60% per annum for advances used to finance the purchase or origination of broadly syndicated loans, and 2.00% per annum for advances used to finance the purchase or origination of middle market loans. Effective December 30, 2021, the applicable margin for all advances will be 2.00% per annum, and will increase to 2.10% per annum effective on June 30, 2024. Effective October 30, 2021, Middle Peak Funding pays a commitment fee of 0.35% per annum if the unused facility amount is greater than 10% based on the average daily unused amount of the financing commitments, terminating on June 30, 2024. Effective October 30, 2021, Middle Peak Funding pays interest on an interest-only loan in the notional amount of the aggregate commitments under the Middle Peak Funding Facility, in addition to certain other fees as agreed between Middle Peak Funding and MS.
The initial principal amount of the Middle Peak Funding Facility is $500 million. On October 22, 2021, the Company amended the Middle Peak Funding Facility to, among other things, increase the maximum commitment amount to $800 million from $500 million. Proceeds from borrowings under the Middle Peak Funding Facility may be used to fund portfolio investments by Middle Peak Funding and to make advances under revolving loans or delayed draw term loans where Middle Peak Funding is a lender. The period during which Middle Peak Funding may make borrowings under the Middle Peak Funding Facility expires on June 30, 2024, and the Middle Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by January 3, 2033.
Bison Peak Funding Facility
On July 23, 2021, Bison Peak Funding entered into a senior secured revolving credit facility (the “Bison Peak Funding Facility”) with Bank of America. Bank of America serves as administrative agent, Wilmington Trust, National Association, serves as collateral administrator and the Company serves as manager under the Bison Peak Funding Facility.
Advances under the Bison Peak Funding Facility bear interest initially at a per annum rate equal to, in the case of dollar advances, the daily floating LIBOR rate, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin adjusted at one-month or three-month intervals based on the proportion of the broadly syndicated loans, large corporate loans and middle market loans in the portfolio, with the applicable margin attributable to broadly syndicated loans equal to 1.50% per annum, the applicable margin attributable to large corporate loans equal to 1.75% per annum and the applicable margin applicable to middle market loans equal to 2.00% per annum. The applicable margin for all advances will increase by 0.50% per annum effective on July 23, 2024. Effective January 23, 2022, Bison Peak Funding is required to utilize a minimum percentage of the financing commitments, which amount increases in three-month intervals from 20% on such effective date to 80% from and after October 23, 2022 and thereafter. Unused amounts below such minimum utilization amount accrue a fee at a rate of 2.00% per annum. In addition, effective on September 23, 2021, Bison Peak Funding pays an unused fee on the daily unused amount of the financing commitments in excess of such minimum utilization amount, which amount shall initially be 0.20% per annum and shall increase to 0.40% per annum from and after November 23, 2021, in addition to certain other fees as agreed between Bison Peak Funding and Bank of America.
The initial maximum commitment amount of the Bison Peak Funding Facility is $1.0 billion. Effective September 30, 2021, the maximum commitment amount of the Bison Peak Funding Facility was increased to $1.5 billion. Proceeds from borrowings under the Bison Peak Funding Facility may be used to fund portfolio investments by Bison Peak Funding and to make advances under revolving loans or delayed draw term loans where Bison Peak Funding is a lender. All amounts outstanding under the Bison Peak Funding Facility must be repaid by July 23, 2026.
Blanca Peak Funding Facility
On August 16, 2021, Blanca Peak Funding, entered into a senior secured revolving credit facility (the “Blanca Peak Funding Facility”) with Barclays. Barclays serves as administrative agent, Wilmington Trust, National Association, serves as collateral administrator, collateral agent and securities intermediary and the Company serves as servicer under the Blanca Peak Funding Facility.
Advances under the Blanca Peak Funding Facility initially bear interest at a per annum rate equal to (x) in the case of dollar advances, three-month term SOFR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 2.096% per annum. Blanca Peak Funding is required to utilize a minimum of 100% of the first $1.0 billion of commitments, and effective December 20, 2022, Blanca Peak Funding is required to utilize a minimum of 75% of the remainder of the financing commitments, subject to adjustment as set forth in the Blanca Peak Funding Facility. Unused amounts below such minimum utilization amount accrue interest at a rate equal to the applicable margin described above. In addition, effective on December 19, 2022, on any date when Blanca Peak Funding is not utilizing more than 90% of the financing commitments, Blanca Peak Funding will pay an unused fee of 0.50% per annum on the daily unused amount of the financing commitments in excess of such minimum utilization amount. Blanca Peak Funding will also pay to Barclays an administrative agency fee, in addition to certain other fees, each as agreed between Blanca Peak Funding and Barclays.
The initial maximum commitment amount of the Blanca Peak Funding Facility is $1.0 billion, which was increased to $1.5 billion on August 19, 2022. Proceeds from borrowings under the Blanca Peak Funding Facility may be used to fund portfolio investments by Blanca Peak Funding and to make advances under revolving loans or delayed draw term loans where Blanca Peak Funding is a lender. The period during which Blanca Peak Funding may make borrowings under the Blanca Peak Funding Facility expires on December 19, 2024, and all amounts outstanding under the Blanca Peak Funding Facility must be repaid by August 19, 2026.
Windom Peak Funding Facility
On September 2, 2021, Windom Peak Funding entered into a senior secured revolving credit facility (the “Windom Peak Funding Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”). Wells Fargo serves as administrative agent and collateral administrator and the Company serves as investment adviser under the Windom Peak Funding Facility.
Proceeds from borrowings under the Windom Peak Funding Facility may be used to fund portfolio investments by Windom Peak Funding during the reinvestment period (which, initially, is scheduled to end three years after the closing date of the Windom Peak Funding Facility) and to make advances under revolving loans or delayed draw term loans in respect of which Windom Peak Funding is a lender. The maximum facility amount of the Windom Peak Funding Facility is $1.0 billion which increased to $2.0 billion effective March 18, 2022.
Advances under the Windom Peak Funding Facility may be denominated in United States dollars, Canadian dollars, British pound sterling or Euros and will bear interest, payable on a monthly basis in arrears, at a per annum rate equal to the “benchmark” rate for the currency of the applicable advance (which is, daily simple SOFR with respect to dollar advances) plus the “applicable margin” (which is a blended spread equal to the sum of 1.55% per annum with respect to any advances backed by broadly-syndicated loans and 2.05% per annum with respect to any advances backed by recurring revenue loans, middle market loans, first-lien last out loans or second lien loans).
In addition, Windom Peak Funding will be required to pay fees on the amount of any unused commitment during the reinvestment period of the Windom Peak Funding Facility. The unused commitment fee will equal the weighted daily average of such Unused Facility Amount on each day during the applicable accrual period multiplied by 0.25% during the first six months of the Windom Peak Funding Facility, by 0.50% during the second six months of the Windom Peak Funding Facility and by a blended rate equal to 0.50% on any Unused Facility Amount up to 40% of the maximum facility amount and 1.50% on any Unused Facility Amount exceeding 40% of the maximum facility amount from the 12 month anniversary of the Windom Peak Funding Facility until the end of the reinvestment period. All amounts outstanding under the Windom Peak Funding Facility must be repaid by September 2, 2026.
Monarch Peak Funding Facility
On November 3, 2021, Monarch Peak Funding entered into a senior secured revolving credit facility (the “Monarch Peak Funding Facility”) with MUFG Bank, Ltd. (“MUFG”). MUFG serves as administrative agent, The Bank of New York Mellon Trust Company, National Association, serves as collateral agent, collateral custodian and collateral administrator and the Company serves as collateral manager under the Monarch Peak Funding Facility.
Advances used to finance the purchase or origination of broadly syndicated loans under the Monarch Peak Funding Facility initially bear interest at a per annum rate equal to one-month term SOFR, plus the applicable margin of 1.65% per annum. Advances used to finance the purchase or origination of middle market loans under the Monarch Peak Funding Facility initially bear interest at a per annum rate equal to one-month term SOFR plus the applicable margin of 2.05% per annum. Commencing on the later of April 3, 2022 and the date that is five months after the most recent closing date of a permitted collateralized loan obligation transaction, Monarch Peak Funding will pay an unused commitment fee of 0.50% per annum on a portion of the daily unused commitments under the Monarch Peak Funding Facility, which fee shall decrease to 0.35% per annum from and after the later of September 3, 2022 and the date that is ten months after the most recent closing date of any such permitted collateralize loan obligation transaction, in addition to certain other fees as agreed between Monarch Peak Funding and MUFG.
The initial principal amount of the Monarch Peak Funding Facility was $1.0 billion. Effective May 1, 2022, the maximum commitment amount of the Monarch Peak Funding Facility was increased to $2.0 billion. Proceeds from borrowings under the Monarch Peak Funding Facility may be used to fund portfolio investments by Monarch Peak Funding and to make advances under revolving loans or delayed draw term loans where Monarch Peak Funding is a lender. The period during which Monarch Peak Funding may make borrowings under the Monarch Peak Funding Facility expires on November 3, 2024, and the Monarch Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by November 3, 2026.
Borah Peak Funding Facility
On April 4, 2022, Borah Peak Funding LLC entered into a senior secured revolving credit facility (the “Borah Peak Funding Facility”) with Bank of America. Bank of America serves as administrative agent, Deutsche Bank Trust Company Americas serves as collateral administrator and the Company serves as manager under the Borah Peak Funding Facility.
Advances under the Borah Peak Funding Facility bear interest initially at a per annum rate equal to a rate per annum equal to one-month term SOFR rate plus the applicable margin of 1.35%. Effective January 4, 2023, Borah Peak Funding is required to utilize a minimum percentage of the financing commitments, which amount increases in three-month intervals from 20% on such effective date to 80% from and after October 4, 2022 and thereafter. Unused amounts below such minimum utilization amount accrue a fee at a rate of 1.35% per annum. In addition, effective on January 4, 2023, Borah Peak Funding pays an unused fee on the daily unused amount of the financing commitments in excess of such minimum utilization amount, which amount shall initially be 0.25% per annum, in addition to certain other fees as agreed between Borah Peak Funding and Bank of America.
The initial maximum commitment amount of the Borah Peak Funding Facility is $400 million. Proceeds from borrowings under the Borah Peak Funding Facility may be used to fund portfolio investments by Borah Peak Funding and to make advances under revolving loans or delayed draw term loans where Borah Peak Funding is a lender. All amounts outstanding under the Borah Peak Funding Facility must be repaid by April 4, 2024.
2022-1 BSL WH Funding Facility
On May 16, 2022, 2022-1 BSL WH entered into a senior secured revolving credit facility (the “2022-1 BSL WH Funding Facility” with Société Générale (“SG”). SG serves as administrative agent, Deutsche Bank Trust Company Americas serves as custodian, and the Company serves as collateral manager under the 2022-1 BSL WH Funding Facility.
Advances under the 2022-1 BSL WH Funding Facility bear interest initially at a per annum rate equal to three-month term SOFR plus an applicable margin of 1.30% per annum. The applicable margin will increase to 1.60% per annum from and after May 16, 2023, and will increase to 1.90% per annum from and after November 16, 2023.
The initial maximum commitment amount of the 2022-1 BSL WH Funding Facility is $400 million. Proceeds from borrowings under the 2022-1 BSL WH Funding Facility may be used to fund portfolio investments by 2022-1 BSL WH and to make advances under revolving loans or delayed draw term loans where 2022-1 BSL WH is a lender. The period during which 2022-1 BSL WH may make borrowings under the 2022-1 BSL WH Funding Facility expires on May 16, 2023, and the 2022-1 BSL WH Funding Facility will mature and all amounts outstanding under the credit facility must be repaid no later than May 16, 2023.
Naomi Peak Funding Facility
On July 18, 2022, Naomi Peak Funding entered into a senior secured revolving credit facility (the “Naomi Peak Funding Facility”) with Natixis. Natixis, New York Branch serves as administrative agent, Wilmington Trust, National Association serves as collateral agent, collateral administrator and custodian, and the Company serves as collateral manager under the Naomi Peak Funding Facility.
Advances under the Naomi Peak Funding Facility bear interest initially at a per annum rate equal to three-month term SOFR plus an applicable margin of 1.30% per annum. Commencing on October 17, 2022, Naomi Peak Funding will pay an unused commitment fee of 0.50% per annum on the average daily unused revolving commitments under the Naomi Peak Funding Facility, which fee shall increase to 0.75% per annum for any day on or after January 18, 2023 on which more than 10% of the revolving commitments are unused, in addition to certain other fees as agreed between Naomi Peak Funding and Natixis. The unused commitment fee will terminate when Naomi Peak Funding is no longer permitted to make borrowings under the Naomi Peak Funding Facility.
The initial maximum commitment amount of the Naomi Peak Funding Facility is $400 million, of which $250 million was funded as a term loan after the closing date and of which $150 million consists of a revolving credit commitment. Proceeds from borrowings under the Naomi Peak Funding Facility may be used to fund portfolio investments by Naomi Peak Funding and to make advances under revolving loans or delayed draw term loans where Naomi Peak Funding is a lender. The period during which Naomi Peak Funding may make borrowings under the Naomi Peak Funding Facility expires on July 18, 2024, and the Naomi Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by July 18, 2031.
Meridian Peak Funding Facility
On August 16, 2022, Meridian Peak Funding entered into a senior secured revolving credit facility (the “Meridian Peak Funding Facility”) with Massachusetts Mutual Life Insurance Company (“Mass Mutual”). Wilmington Trust, National Association serves as administrative agent, collateral agent and custodian, and the Company serves as equity holder and collateral manager under the Meridian Peak Funding Facility.
Advances under the Meridian Peak Funding Facility bear interest initially at a per annum rate equal to three-month term SOFR plus an applicable margin of 2.50% per annum. Effective August 16, 2023, Meridian Peak Funding is required to utilize a minimum of 70% of the financing commitments. Unused amounts below such minimum utilization amount will accrue a fee at a rate of 2.50% per annum, in addition to certain other fees as agreed between Meridian Peak Funding and Mass Mutual.
The initial maximum commitment amount of the Meridian Peak Funding Facility is $500 million. Proceeds from borrowings under the Meridian Peak Funding Facility may be used to fund portfolio investments by Meridian Peak Funding and to make advances under revolving loans or delayed draw term loans where Meridian Peak Funding is a lender. The period during which Meridian Peak Funding may make borrowings under the Meridian Peak Funding Facility expires on August 16, 2025, and the Meridian Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by August 16, 2030.
Revolving Credit Facility
On May 18, 2021, the Company, entered into a senior secured credit facility (the “Revolving Credit Facility”) with Citi. Citi serves as administrative agent and collateral agent.
On May 6, 2022, the Company entered into an amendment and restatement agreement (the “A&R Agreement”), which amends and restates the senior secured credit facility, dated May 18, 2021 (as amended by Amendment No. 1 to Senior Secured Credit Agreement, dated as of November 5, 2021, Amendment No. 2 to Senior Secured Credit Agreement, dated as of March 7, 2022, and the A&R Agreement, the “Credit Agreement”), by and among the Company, as borrower, Citibank, N.A. as administrative agent, and each of the lenders from time to time party thereto. The A&R Agreement provides for, among other things, (a) an upsize of the aggregate principal amount of the revolving credit commitments under the Credit Agreement from $3.0 billion to $5.2 billion, (b) an upsize of the accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the Credit Agreement from up to $5.0 billion to up to $7.0 billion, (c) an extension of the revolver availability period from May 2025 to May 2026, (d) an extension of the scheduled maturity date from May 2026 to May 2027, (e) the replacement of the LIBOR benchmark provisions with SOFR benchmark provisions, including applicable credit spread adjustments, and (f) resetting the minimum shareholders’ equity test.
The Revolving Credit Facility provides for borrowings in U.S. dollars and certain agreed upon foreign currencies in an initial aggregate amount of up to $1.4 billion. Effective September 7, 2021, November 5, 2021, November 16, 2021 and May 6, 2022, the maximum commitment amount of the Revolving Credit Facility was $1.5 billion, $3.0 billion, $3.3 billion and $5.2 billion, respectively. Borrowings under the Revolving Credit Facility are subject to compliance with a borrowing base. The Revolving Credit Facility provides for the issuance of letters of credit on behalf of the Company in an aggregate face amount not to exceed $100 million. Proceeds from the borrowings under the Revolving Credit Facility may be used for general corporate purposes of the Company and its subsidiaries. The period during which the Company may make borrowings on the Revolving Credit Facility expires on May 6, 2026, and the Revolving Credit Facility will mature and all amounts outstanding under the credit facility must be repaid by May 6, 2027, pursuant to an amortization schedule.
Borrowings under the Revolving Credit Facility bear interest at a per annum rate equal to, (x) for loans for which the Company elects the base rate option, the “alternate base rate” (which is the greatest of (a) the prime rate as publicly announced by Citi, (b) the sum of (i) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System plus (ii) 0.5%, and (c) one month LIBOR plus 1% per annum) plus (A) if the gross borrowing base is equal to or greater than 1.6 times the combined revolving debt amount, 0.75%, or (B) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 0.875%, (y) for loans for which the Company elects the Eurocurrency option, the applicable LIBO Rate for the related Interest Period for such Borrowing plus (A) if the gross borrowing base is equal to or greater than 1.6 times the combined revolving debt amount, 1.75%, or (B) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 1.875% and (z) with respect to any loan denominated in Pounds Sterling, SONIA for the applicable date plus (A) if the gross borrowing base is equal to or greater than 1.6 times the combined revolving debt amount, 1.8693%, or (B) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 1.9943%. The
Company will 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 Revolving Credit Facility are secured by a first priority security interest in substantially all of the Company’s assets.
In connection with the Revolving Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. In addition, the Company must comply with the following financial covenants: (a) the Company must maintain a minimum shareholders’ equity, measured as of each fiscal quarter end; and (b) the Company must maintain at all times a 150% asset coverage ratio.
The Revolving Credit Facility contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, Citi may terminate the commitments and declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable.
As of September 30, 2022 and December 31, 2021, the Company was in compliance with all covenants and other requirements of the Revolving Credit Facility.
Unsecured Bonds
Private Placement Bonds
June 2024 Notes
On June 21, 2021, the Company entered into a Note Purchase Agreement (the “2021 Note Purchase Agreement”) governing the issuance of $435.0 million in aggregate principal amount of its 2.56% Series A Senior Notes (the “June 2024 Notes”) to qualified institutional investors in a private placement. The June 2024 Notes were issued on June 21, 2021 and will mature on June 21, 2024 unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the June 2024 Notes will be due semiannually on June 3 and December 3. In addition, the Company is obligated to offer to repay the June 2024 Notes at par if certain change in control events occur. The June 2024 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. In addition, in the event that June 2024 notes receive a below investment grade rating by either one rating agency if there are only one or two rating agencies providing ratings of the June 2024 Notes, or two-thirds of the rating agencies if there are three rating agencies who are rating the notes (a “Below Investment Grade Event”), the June 2024 Notes will bear interest at a fixed rate of 3.56% per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing.
In connection with the June 2024 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 2.56% and pays a floating interest rate of SOFR + 0.93% on a notional amount of $435 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
As of September 30, 2022 and December 31, 2021, the Company was in compliance with all covenants and other requirements of the June 2024 Notes.
June 2026 Notes
On August 17, 2021, the Company entered into the first supplement (the “First Supplement”) to the 2021 Note Purchase Agreement, governing the issuance of $400.0 million in aggregate principal amount of its 3.27% Series B Senior Notes (the “June 2026 Notes”) to qualified institutional investors in a private placement. The June 2026 Notes were issued on June 21, 2021 and will mature on June 21, 2026 unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the June 2026 Notes will be due semiannually on February 17 and August 17. In addition, the Company is obligated to offer to repay the June 2026 Notes at par if certain change in control events occur. The June 2026 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. In addition, in the event of a Below Investment Grade Event,
the June 2026 Notes will bear interest at a fixed rate of 4.27% per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing.
As of September 30, 2022 and December 31, 2021, the Company was in compliance with all covenants and other requirements of the June 2026 Notes.
May 2027 Notes
On May 3, 2022, the Company entered into a Note Purchase Agreement (the “May 2022 Note Purchase Agreement”) governing the issuance of $625.0 million in aggregate principal amount 5.61% Series A Senior Notes (the “May 2027 Notes”) to qualified institutional investors in a private placement. The May 2027 Notes were issued on May 3, 2022 and will mature on May 3, 2027 unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the May 2027 Notes will be due semiannually. In addition, the Company is obligated to offer to repay the May 2027 Notes at par if certain change in control events occur. The May 2027 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. In addition, in the event that a Below Investment Grade Event occurs, the May 2027 Notes will bear interest at a fixed rate of 6.61% per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing.
In connection with the May 2027 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 5.61% and pays a floating interest rate of SOFR + 2.79% on a notional amount of $625 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
As of September 30, 2022, the Company was in compliance with all covenants and other requirements of the May 2027 Notes.
Rule 144A Notes
The Company issued unsecured notes, as further described below: September 2024 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes, March 2027 Notes, January 2025 Notes, January 2029 Notes, March 2025 Notes, April 2026 UK Bonds,and September 2025 Notes, which are collectively referred to as the “Unsecured Notes.”
The Unsecured Notes contain certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, whether or not it is subject to those requirements, and to provide financial information to the holders of the Unsecured Notes and the 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 each respective indenture governing the Unsecured Notes (the “Unsecured Notes Indentures”).
In addition, on the occurrence of a “change of control repurchase event,” as defined in each respective Unsecured Notes Indenture, the Company will generally be required to make an offer to purchase the outstanding Unsecured Notes at a price equal to 100% of the principal amount of such Unsecured Notes plus accrued and unpaid interest to the repurchase date.
As of September 30, 2022 and December 31, 2021, the Company was in compliance with all covenants and other requirements of the Unsecured Notes.
September 2024 Notes
On September 15, 2021, the Company issued $365 million aggregate principal amount of 1.750% notes due 2024 (the “September 2024 Notes”) pursuant to an indenture (the “Base Indenture”) and a supplemental indenture, each dated as of September 15, 2021 (and together with the Base Indenture, the “September 2024 Notes Indenture”), between the Company and U.S. Bank Trust Company (as successor in interest to U.S. Bank National Association, the “Trustee”).
The September 2024 Notes will mature on September 15, 2024 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the September 2024 Notes Indenture. The September 2024 Notes bear interest at a rate of 1.750% per year payable semi-annually on March 15 and September 15 of
each year, commencing on March 15, 2022. The September 2024 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the September 2024 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
In connection with the September 2024 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 1.75% and pays a floating interest rate of SOFR + 0.08% on a notional amount of $365 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
December 2026 Notes
On September 15, 2021, the Company issued $900.0 million aggregate principal amount of 2.625% notes due 2026 (the “December 2026 Notes”) pursuant to a supplemental indenture, dated as of September 15, 2021 (and together with the Base Indenture, the “December 2026 Notes Indenture”), to the Base Indenture between the Company and the Trustee.
The December 2026 Notes will mature on December 15, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the December 2026 Notes Indenture. The December 2026 Notes bear interest at a rate of 2.625% per year payable semi-annually on June 15 and December 15 of each year, commencing on June 15, 2022. The December 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company's existing and future indebtedness that is expressly subordinated in right of payment to the December 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, 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.
On October 13, 2021, the Company issued $350.0 million aggregate principal amount of 2.625% Notes due 2026 (“December 2026 Notes Upsize”) under the Company's Base Indenture and December 2026 Notes Indenture. The December 2026 Notes Upsize were issued as “Additional Notes” under the December 2026 Notes Indenture and have identical terms to the Company's $900.0 million September 2026 Notes that were issued on September 15, 2021, other than the issue date and the issue price. The December 2026 Notes Upsize will be treated as a single class of notes with the December 2026 Notes for all purposes under the Indenture.
In connection with the December 2026 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 2.625% and pays a floating interest rate of SOFR + 0.26% on a notional amount of $1,250 million. The Company designated the interest rate swap as the hedging instrument in qualifying hedge accounting relationship.
November 2026 Eurobonds
On November 2, 2021, the Company issued €500.0 million aggregate principal amount of 1.750% notes due 2026 (the “November 2026 Eurobonds”) pursuant to a supplemental indenture, dated as of November 2, 2021 (and together with the Base Indenture, the “November 2026 Eurobonds Indenture”), to the Base Indenture between the Company and the Trustee.
The November 2026 Eurobonds will mature on November 30, 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 November 2026 Eurobonds Indenture. The November 2026 Eurobonds bear interest at a rate of 1.750% per year payable annually on November 30 of each year, commencing on November 30, 2021. The November 2026 Eurobonds are general unsecured obligations of the Company that rank senior in right of payment to all of the Company's existing and future indebtedness that is expressly subordinated in right of payment to the November 2026 Eurobonds, 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.
November 2024 Notes
On November 22, 2021, the Company issued $500.0 million aggregate principal amount of 2.350% notes due 2024 (the “November 2024 Notes”) pursuant to a supplemental indenture, dated as of November 22, 2021 (and together with the Base Indenture, the “November 2024 Notes Indenture”), between the Company and the Trustee.
The November 2024 Notes will mature on November 22, 2024 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the 2.350% Notes Indenture. The November 2024 Notes bear interest at a rate of 2.350% per year payable semi-annually on May 22 and November 22 of each year, commencing on May 22, 2022. The November 2024 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the November 2024 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
In connection with the November 2024 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 2.350% and pays a floating interest rate of SOFR + 0.66% on a notional amount of $500.0 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
March 2027 Notes
On November 22, 2021, the Company issued $1.0 billion aggregate principal amount of 3.250% notes due 2024 (the “March 2027 Notes”) pursuant to a supplemental indenture, dated as of November 22, 2021 (and together with the Base Indenture, the “March 2027 Notes Indenture”), between the Company and the Trustee.
The March 2027 Notes will mature on March 15, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the March 2027 Notes Indenture. The March 2027 Notes bear interest at a rate of 3.250% per year payable semi-annually on March 15 and September 15 of each year, commencing on March 15, 2022. The March 2027 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the March 2027 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
January 2025 Notes
On January 18, 2022, the Company issued $500.0 million aggregate principal amount of 2.700% notes due in 2025 (the “January 2025 Notes”) pursuant to a supplemental indenture, dated as of January 18, 2022 (and together with the Base Indenture, the “January 2025 Notes Indenture”), to the Base Indenture between the Company and the Trustee.
The January 2025 Notes will mature on January 15, 2025 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the 2025 Notes Indenture. The 2025 Notes bear interest at a rate of 2.700% per year payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2022. The 2025 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2025 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
In connection with the January 2025 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 2.70% and pays a floating interest rate of SOFR + 0.99% on a notional amount of $500 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
January 2029 Notes
On January 18, 2022, the Company issued $650.0 million aggregate principal amount of 4.000% notes due in 2029 (the “January 2029 Notes”) pursuant to a supplemental indenture, dated as of January 18, 2022 (and together with the Base Indenture, the “January 2029 Notes Indenture”), to the Base Indenture between the Company and the Trustee.
The January 2029 Notes will mature on January 15, 2029 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the January 2029 Notes Indenture. The January 2029 Notes bear interest at a rate of 4.000% per year payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2022. The January 2029 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the January 2029 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
March 2025 Notes
On March 24, 2022, the Company issued $900.0 million aggregate principal amount of 4.700% notes due in 2025 (the “March 2025 Notes”) pursuant to a supplemental indenture, dated as of March 24, 2022 (and together with the Base Indenture, the “March 2025 Notes Indenture”), to the Base Indenture between the Company and the Trustee.
The March 2025 Notes will mature on March 24, 2025 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The March 2025 Notes bear interest at a rate of 4.700% per year payable semi-annually on March 24 and September 24 of each year, commencing on September 24, 2022. The March 2025 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the March 2025 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
In connection with the March 2025 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 4.70% and pays a floating interest rate of SOFR + 2.43% on notional amounts of $500 million and $400 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
April 2026 UK Bonds
On April 14, 2022, the Company issued £250.0 million in aggregate principal amount of its 4.875% notes due 2026 (the “April 2026 UK Bonds”) pursuant to a supplemental indenture, dated as of April 14, 2022 (and together with the Base Indenture, the “April 2026 Notes Indenture”), to the Base Indenture between the Company and the Trustee.
The April 2026 Notes will mature on April 14, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The April 2026 Notes bear interest at a rate of 4.875% per year payable annually on April 14 of each year, commencing April 14, 2023. The April 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 April 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing
such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
In connection with the April 2026 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 4.875% and pays a floating interest rate of SONIA + 2.78% on a notional amount of £250.0 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
September 2025 Notes
On September 27, 2022, the Company issued $600.0 million aggregate principal amount of 7.050% notes due in 2025 (the “September 2025 Notes”) pursuant to a supplemental indenture, dated as of September 27, 2022 (and together with the Base Indenture, the “September 2025 Notes Indenture”), to the Base Indenture between the Company and the Trustee.
The September 2025 Notes will mature on September 29, 2025 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the September 2025 Indenture. The September 2025 Notes bear interest at a rate of 7.050% per year payable semi-annually on March 29 and September 29 of each year, commencing on March 29, 2023. The September 2025 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the September 2025 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
In connection with the September 2025 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 7.050% and pays a floating interest rate of SOFR + 2.93% on a notional amount of $600.0 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
Debt Securitizations
The Company has determined that the securitization vehicles noted below operate as an extension of the Company and therefore, will be consolidated by the Company.
2021-1 BSL Debt Securitization
On June 29, 2021, the Company completed a $876.6 million term debt securitization (the “2021-1 BSL Debt Securitization”), $819.5 million of which was funded on the closing date. Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the 2021-1 BSL Debt Securitization (collectively, the “2021-1 BSL Notes”) were issued by BCRED BSL CLO 2021-1, Ltd. (“BCRED BSL CLO Issuer”), a special purpose vehicle with its ordinary shares owned in a Cayman Islands charitable trust, and BCRED BSL CLO 2021-1, LLC, wholly-owned subsidiary of BCRED BSL CLO Issuer (collectively, the “2021-1 BSL Issuers”), and are secured by a diversified portfolio of senior secured loans and participation interests therein. The Company holds the subordinated notes of BCRED BSL CLO Issuer representing a residual economic interest in BCRED BSL CLO Issuer.
The following table presents information on the secured and unsecured notes issued in the 2021-1 BSL Debt Securitization:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | September 30, 2022 |
| Description | | Type | | Principal Outstanding | | Interest Rate | | Credit Rating | |
| Class A Notes | | Senior Secured Floating Rate | | $ | 499,800 | | | L+1.25% | | Aaa | |
| Class B Notes | | Senior Secured Floating Rate | | 38,760 | | | L+1.80% | | Aa2 | |
| Class C Notes | | Mezzanine Secured Deferrable Floating Rate | | 59,160 | | | L+2.15% | | A2 | |
| Class D Notes | | Mezzanine Secured Deferrable Floating Rate | | 65,280 | | | L+3.35% | | Baa3 | |
| Class E Notes(1) | | Junior Secured Deferrable Floating Rate | | — | | | L+7.00% | | Ba3 | |
| Total Secured Notes | | | | 663,000 | | | | | | |
| Subordinated Notes (2) | | | | 156,500 | | | None | | Not rated | |
| Total 2021-1 BSL Notes | | | | $ | 819,500 | | | | | | |
(1)The Class E Notes were initially issued as unfunded, undrawn class of notes, in the amount of $57.1 million, that may be funded after closing at direction of the Company.
(2)The Company retained all of the Subordinated Notes issued in the 2021-1 Debt Securitization which are eliminated in consolidation.
The 2021-1 BSL Notes mature in July 2034, unless redeemed by the 2021-1 BSL Issuers, at the direction of the Company as holder of the Subordinated Notes on any business day after July 20, 2023. In connection with the sale and contribution, the Company has made customary representations, warranties and covenants to the 2021-1 BSL Issuers. The Class A Notes, Class B Notes, Class C Notes and Class D Notes are the secured obligations of the 2021-1 BSL Issuers and the Class E Notes and Subordinated Notes are the unsecured obligations of BCRED BSL CLO Issuer. The indenture governing the 2021-1 BSL Notes includes customary covenants and events of default.
The 2021-1 BSL Notes have not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
The Company serves as collateral manager to BCRED BSL CLO Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.
2021-2 Debt Securitization
On November 1, 2021, the Company completed a $603.7 million term debt securitization (the “2021-2 Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the 2021-2 Debt Securitization (collectively, the “2021-2 Notes”) were issued by BCRED BSL CLO 2021-2, Ltd. (“BCRED BSL CLO 2 Issuer”), a special purpose vehicle with its ordinary shares owned in a Cayman Islands charitable trust, and BCRED BSL CLO 2021-2, LLC, a wholly-owned subsidiary of BCRED BSL CLO 2 Issuer (collectively, the “2021-2 Issuers”), and are secured by a diversified portfolio of senior secured loans and participation interests therein. The Company holds the subordinated notes of BCRED BSL CLO 2 Issuer representing a residual economic interest in BCRED BSL CLO 2 Issuer.
The following table presents information on the secured and unsecured notes issued in the 2021-2 Debt Securitization: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | September 30, 2022 |
| Description | | Type | | Principal Outstanding | | Interest Rate | | Credit Rating | |
| Class A-L Loans | | Senior Secured Floating Rate | | $ | 218,000 | | | L+1.22% | | Aaa | |
| Class A Notes | | Senior Secured Floating Rate | | 149,500 | | | L+1.22% | | Aaa | |
| Class B Notes | | Senior Secured Floating Rate | | 38,100 | | | L+1.75% | | Aa2 | |
| Class C Notes | | Mezzanine Secured Deferrable Floating Rate | | 48,000 | | | L+2.05% | | A | |
| Class D Notes | | Mezzanine Secured Deferrable Floating Rate | | 52,200 | | | L+3.15% | | BBB- | |
| Total Secured Notes | | | | 505,800 | | | | | | |
| Subordinated Notes (1) | | | | 97,850 | | | None | | Not rated | |
| Total 2021-2 Notes | | | | $ | 603,650 | | | | | | |
(1)The Company retained all of the Subordinated Notes issued in the 2021-2 Debt Securitization which are eliminated in consolidation.
The 2021-2 Notes mature in October 2034, unless redeemed by the 2021-2 Issuers, at the direction of the Company as holder of the Subordinated Notes on any business day after October 20, 2023. In connection with the sale and contribution, the Company has made customary representations, warranties and covenants to the 2021-2 Issuers. The Class A-L Loans, Class A Notes, Class B Notes, Class C Notes and Class D Notes are the secured obligations of the 2021-2 Issuers and the Subordinated Notes are the unsecured obligations of BCRED BSL CLO 2 Issuer. The indenture governing the 2021-2 Notes and the credit agreement governing the Class A-L Loans include customary covenants and events of default.
The 2021-2 Notes have not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
The Company serves as collateral manager to BCRED BSL CLO 2 Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.
2021-1 MML Debt Securitization
On December 15, 2021, the Company completed a $1,001.0 million term debt securitization (the “MML 2021-1 Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the MML 2021-1 Debt Securitization (collectively, the “MML 2021-1 Notes”) were issued by BCRED MML CLO 2021-1 LLC (the “MML 2021-1 Issuer”), a wholly-owned and consolidated (for tax and accounting purposes) subsidiary of the Company, and are primarily secured by a diversified portfolio of middle market loans and participation interests therein.
The following table presents information on the secured and unsecured notes issued in the MML 2021-1 Debt Securitization: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | September 30, 2022 |
| Description | | Type | | Principal Outstanding | | Interest Rate | | Credit Rating | |
| Class A Loans | | Senior Secured Floating Rate | | $ | 50,000 | | | L+1.48% | | Aaa | |
| Class A Notes | | Senior Secured Floating Rate | | 480,000 | | | L+1.48% | | Aaa | |
| Class B Notes | | Senior Secured Floating Rate | | 80,000 | | | L+1.90% | | Aa2 | |
| Class C Notes | | Mezzanine Secured Deferrable Floating Rate | | 80,000 | | | L+2.60% | | A2 | |
| Total Secured Notes | | | | 690,000 | | | | | | |
| Subordinated Notes (1) | | | | 311,000 | | | None | | Not rated | |
| Total MML 2021-1 Notes | | | | $ | 1,001,000 | | | | | | |
(1)The Company retained all of the Subordinated Notes issued in the 2021-1 Debt Securitization which are eliminated in consolidation.
The Company retained all of the Subordinated Notes issued in the Debt Securitization in part in exchange for the Company’s sale and contribution to the Issuer of the initial closing date portfolio. The Debt is scheduled to mature on January 15, 2035; however the Debt may be redeemed by the Issuer, at the direction of the Fund as holder of the Subordinated Notes, on any business day after December 15, 2023. In connection with the sale and contribution, the Fund has made customary representations, warranties and covenants to the Issuer. The Class A Notes, the Class A Loans, Class B Notes and Class C Notes are secured obligations of the Issuer, the Subordinated Notes are the unsecured obligations of the Issuer, and the indenture governing the Notes and the credit agreement governing the Class A Loans, each include customary covenants and events of default.
The MML 2021-1 Debt has not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.
The Company serves as collateral manager to the MML 2021-1 Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.
2022-1 MML Debt Securitization
On March 15, 2022, the Company completed a $1.09 billion term debt securitization (the “MML 2022-1 Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the MML 2022-1 Debt Securitization (collectively, the “MML 2022-1 Notes”) were issued by BCRED MML CLO 2022-1 LLC (the “MML 2022-1 Issuer”), a wholly-owned and consolidated (for tax and accounting purposes) subsidiary of the Company, and are primarily secured by a diversified portfolio of middle market loans and participation interests therein.
The following table presents information on the secured and unsecured notes issued in the MML 2022-1 Debt Securitization: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | September 30, 2022 |
| Description | | Type | | Principal Outstanding | | Interest Rate | | Credit Rating | |
| Class A-1 Notes | | Senior Secured Floating Rate | | $ | 525,000 | | | SOFR+1.65% | | Aaa | |
| Class A-2 Notes | | Senior Secured Fixed | | 80,000 | | | 3.41% | | Aaa | |
| Class B Notes | | Senior Secured Floating Rate | | 66,000 | | | SOFR+2.00% | | Aa2 | |
| Class C Notes | | Mezzanine Secured Deferrable Floating Rate | | 88,000 | | | SOFR+2.75% | | A2 | |
| Total Secured Notes | | | | 759,000 | | | | | | |
| Subordinated Notes (1) | | | | 331,360 | | | None | | Not rated | |
| Total MML 2022-1 Notes | | | | $ | 1,090,360 | | | | | | |
(1)The Company retained all of the Subordinated Notes issued in the MML 2022-1 Debt Securitization which are eliminated in consolidation.
The Company retained all of the Subordinated Notes issued in the MML 2022-1 Debt Securitization in part in exchange for the Company’s sale and contribution to the MML 2022-1 Issuer of the initial closing date portfolio. The MML 2022-1 Notes are scheduled to mature on April 20, 2035; however the MML 2022-1 Notes may be redeemed by the MML 2022-1 Issuer, at the direction of the Company as holder of the Subordinated Notes, on any business day after April 20, 2024. In connection with the sale and contribution, the Company has made customary representations, warranties and covenants to the MML 2022-1 Issuers. The Class A-1 Notes, Class A-2 Notes, Class B Notes and Class C Notes are secured obligations of the MML 2022-1 Issuer, the Subordinated Notes are the unsecured obligations of the MML 2022-1 Issuer, and the indenture governing the MML 2022-1 Notes includes customary covenants and events of default.
MML 2022-1 Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.
The Company serves as collateral manager to the MML 2022-1 Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.
2022-1 BSL Debt Securitization
On June 9, 2022, the Company completed a $589.75 million term debt securitization (the “2022-1 BSL Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the 2022-1 BSL Debt Securitization (collectively, the “2022-1 BSL Notes”) were issued by BCRED BSL CLO 2022-1, Ltd. (the “2022-1 BSL Issuer”), a wholly-owned and consolidated (for tax and accounting purposes) subsidiary of the Company, and BCRED BSL CLO 2022-1, LLC (the “2022-1 BSL Co-Issuer”), and are primarily secured by a diversified portfolio of broadly syndicated loans and participation interests therein.
The following table presents information on the secured and unsecured notes issued in the Debt Securitization:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | September 30, 2022 |
| Description | | Type | | Principal Outstanding | | Interest Rate | | Credit Rating | |
| Class A-1A Notes | | Senior Secured Floating Rate | | $ | 292,000 | | | SOFR+1.58% | | Aaa (sf) | |
| Class A-1B Notes | | Senior Secured Fixed Rate | | 50,000 | | | 4.34% | | Aaa (sf) | |
| Class A-2 Notes | | Senior Secured Floating Rate | | 12,000 | | | SOFR+2.00% | | AAA (sf) | |
| Class B-1 Notes | | Senior Secured Floating Rate | | 40,000 | | | SOFR+2.35% | | AA (sf) | |
| Class B-2 Notes | | Senior Secured Fixed Rate | | 26,000 | | | 4.98% | | AA (sf) | |
| Class C Notes (1) | | Secured Deferrable Floating Rate | | 51,000 | | | SOFR+2.60% | | A (sf) | |
| Class D Notes (1) | | Mezzanine Secured Deferrable Floating Rate | | 39,000 | | | SOFR+3.69% | | BBB- (sf) | |
| Class E Notes (1) | | Junior Secured Deferrable Floating Rate | | 21,000 | | | SOFR+7.33% | | BB- (sf) | |
| Total Secured Notes | | | | 531,000 | | | | | | |
| Subordinated Notes (1) | | | | 58,750 | | | None | | Not rated | |
| Total 2022-1 BSL Notes | | | | $ | 589,750 | | | | | | |
(1)The Company retained all of the Class C Notes, the Class D Notes, the Class E Notes and the Subordinated Notes issued in the 2022-1 BSL Debt Securitization which are eliminated in consolidation.
The Company retained all of the Class C Notes, the Class D Notes, the Class E Notes and the Subordinated Notes issued in the 2022-1 BSL Debt Securitization. The 2022-1 BSL Notes are scheduled to mature on July 20, 2035; however the 2022-1 BSL Notes may be redeemed by the 2022-1 BSL Issuer, at the direction of the Company as holder of the Subordinated Notes, on any business day after, in the case of any Class of Notes other than the Class A-1 Notes, July 20, 2024, and in the case of the Class A-1 Notes, July 20, 2035. The Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes and Class D Notes are secured obligations of the 2022-1 BSL Issuer and the 2022-1 BSL Co-Issuer, the Class E Notes are the secured obligations of the 2022-1 BSL Issuer, the Subordinated Notes are the unsecured obligations of the 2022-1 BSL Issuer, and the indenture governing the 2022-1 BSL Notes includes customary covenants and events of default.
The 2022-1 BSL Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.
The Company serves as collateral manager to the 2022-1 BSL Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.
2022-2 MML Debt Securitization
On August 12, 2022, the Company completed a $498.105 million term debt securitization (the “MML 2022-2 DebtSecuritization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes and loans offered in the MML 2022-2 Debt Securitization (collectively, the “Debt”) were issued (or incurred, as applicable) by BCRED MML CLO 2022-2 LLC (the “MML 2022-2 Issuer”), a wholly-owned and consolidated (for tax and accounting purposes) subsidiary of the Company, and are primarily secured by a diversified portfolio of middle market loans and participation interests therein.
The following table presents information on the secured and unsecured notes issued and the secured loans incurred in the Debt Securitization:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | September 30, 2022 |
| Description | | Type | | Principal Outstanding | | Interest Rate | | Credit Rating |
| Class A-L Loans | | Senior Secured Floating Rate | | $ | 275,000 | | | SOFR+2.10% | | Aaa (sf) |
| Class B-1 Notes | | Senior Secured Floating Rate | | 14,000 | | | SOFR+3.35% | | Aaa (sf) |
| Class B-2 Notes | | Senior Secured Fixed Rate | | 11,500 | | | 5.88% | | AAA (sf) |
| Class C Notes (1) | | Mezzanine Secured Deferrable Floating Rate | | 40,500 | | | SOFR+2.50% | | AA (sf) |
| Total Secured Debt | | | | 341,000 | | | | | |
| Subordinated Notes (1) | | Subordinated | | 157,105 | | | N/A | | N/A |
| Total Debt | | | | $ | 498,105 | | | | | |
(1)The Company retained all of the Class C Notes and the Subordinated Notes issued in the 2022-2 MMLu Debt Securitization which are eliminated in consolidation.
The Company retained all of the Class C Notes and the Subordinated Notes issued in the MML 2022-2 Debt Securitization in part in exchange for the Company’s sale and contribution to the MML 2022-2 Issuer of the initial closing date portfolio. The Debt is scheduled to mature on July 18, 2034; however the Debt may be redeemed by the MML 2022-2 Issuer, at the direction of the Company as holder of the Subordinated Notes, on any business day after August 12, 2024. In connection with the sale and contribution, the Company has made customary representations, warranties and covenants to the Issuers. The Class A-L Loans, Class B-1 Notes, Class B-2 Notes and Class C Notes are secured obligations of the MML 2022-2 Issuer, the Subordinated Notes are the unsecured obligations of the MML 2022-2 Issuer, and the indenture governing the Debt includes customary covenants and events of default.
The Debt has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.
The Company serves as collateral manager to the MML 2022-2 Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.
Short-Term Borrowings
Master Repurchase Agreements
On June 15, 2021 and June 16, 2021, the Company entered into Master Repurchase Agreements (the “Repurchase Agreements”) with certain banks to provide short-term borrowings which the Company utilizes from time-to-time to manage its working capital needs. As part of the Repurchase Agreements, the Company can sell a security to the lender for cash with an agreement to buy it back in the future at a pre-determined price. The Company’s ability to draw down borrowings under the agreement is subject to 1940 Act leverage limitations and dependent on the Company pledging eligible assets to the banks as collateral. No commitment fees were paid in connection with execution of these agreements. Certain of the Company's investments serve as collateral for the Company's obligations under the Repurchase Agreements and the carrying value of pledged investments was $844.1 million as of September 30, 2022.
Short-term borrowings under the Repurchase Agreements bore interest at an average applicable margin of 2.32% per annum as of September 30, 2022. As of September 30, 2022 the Company had $844.1 million of short-term borrowings under the Repurchase Agreements.
Other Short-Term Borrowings
In order to finance certain investment transactions, the Company may, from time to time, enter into repurchase agreements, whereby the Company sells to a third party an investment that it holds and concurrently enters into an agreement to repurchase the same investment at an agreed-upon price at a future date, generally not to exceed 180-days from the date it was sold (each a “Short Term Financing Transaction”).
As of September 30, 2022 the Company had no borrowings under Short Term Financing Transactions with a third party.
In accordance with ASC 860, Transfers and Servicing, the Master Repurchase Agreements and the Short Term Financing Transactions meet the criteria for secured borrowings. Accordingly, the investment financed by these agreements remains on the Company’s Consolidated Statements of Assets and Liabilities as an asset, and the Company records a liability to reflect its repurchase obligation to a third party which is reported as debt on the Company’s Statements of Assets and Liabilities. The repurchase obligation is secured by the respective investment that is the subject of the repurchase agreement. Interest expense associated with the repurchase obligation is reported on the Company’s Consolidated Statements of Operations within interest expense.
The Company’s outstanding debt obligations were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2022 |
| Aggregate
Principal
Committed | | Outstanding
Principal | | Carrying
Value | | Unused
Portion (1) | | Amount
Available (2) |
| Bard Peak Funding Facility (3) | $ | 1,650,000 | | | $ | 1,449,196 | | | $ | 1,449,196 | | | $ | 200,804 | | | $ | 200,804 | |
| Castle Peak Funding Facility (4) | 1,600,000 | | | 1,195,027 | | | 1,195,027 | | | 404,973 | | | 327,034 | |
| Maroon Peak Funding Facility | 800,000 | | | 800,000 | | | 800,000 | | | — | | | — | |
| Summit Peak Funding Facility (5) | 2,300,000 | | | 1,535,572 | | | 1,535,572 | | | 764,428 | | | 111,342 | |
| Denali Peak Funding Facility | 750,000 | | | 749,800 | | | 749,800 | | | 200 | | | 200 | |
| Bushnell Peak Funding Facility | 600,000 | | | 600,000 | | | 600,000 | | | — | | | — | |
| Granite Peak Funding Facility | 750,000 | | | 562,700 | | | 562,700 | | | 187,300 | | | 113,734 | |
| Middle Peak Funding Facility | 800,000 | | | 599,950 | | | 599,950 | | | 200,050 | | | 200,050 | |
| Bison Peak Funding Facility | 1,500,000 | | | 1,467,300 | | | 1,467,300 | | | 32,700 | | | 32,700 | |
| Blanca Peak Funding Facility | 1,500,000 | | | 1,000,000 | | | 1,000,000 | | | 500,000 | | | 380,923 | |
| Windom Peak Funding Facility(6) | 2,000,000 | | | 1,612,648 | | | 1,612,648 | | | 387,352 | | | 386,613 | |
| Monarch Peak Funding Facility | 2,000,000 | | | 1,123,400 | | | 1,123,400 | | | 876,600 | | | 46,780 | |
| Borah Peak Funding Facility | 400,000 | | | 381,000 | | | 381,000 | | | 19,000 | | | 19,000 | |
| Naomi Peak Funding Facility | 400,000 | | | 340,000 | | | 340,000 | | | 60,000 | | | 60,000 | |
| Meridian Peak Funding Facility | 500,000 | | | 100,000 | | | 100,000 | | | 400,000 | | | 400,000 | |
| 2022-1 BSL WH | 400,000 | | | 168,000 | | | 168,000 | | | 232,000 | | | 232,000 | |
| Revolving Credit Facility (7) | 5,150,000 | | | 1,543,710 | | | 1,543,710 | | | 3,606,290 | | | 3,578,119 | |
| June 2024 Notes (8)(11) | 435,000 | | | 435,000 | | | 413,517 | | | — | | | — | |
| June 2026 Notes (8) | 400,000 | | | 400,000 | | | 397,444 | | | — | | | — | |
| September 2024 Notes (8)(11) | 365,000 | | | 365,000 | | | 344,879 | | | — | | | — | |
| December 2026 Notes (8)(11) | 1,250,000 | | | 1,250,000 | | | 1,155,655 | | | — | | | — | |
| November 2026 Eurobonds (8)(9) | 580,475 | | | 580,475 | | | 484,402 | | | — | | | — | |
| November 2024 Notes (8)(11) | 500,000 | | | 500,000 | | | 470,872 | | | — | | | — | |
| March 2027 Notes (8) | 1,000,000 | | | 1,000,000 | | | 988,722 | | | — | | | — | |
| January 2025 Notes (8)(11) | 500,000 | | | 500,000 | | | 469,326 | | | — | | | — | |
| January 2029 Notes (8) | 650,000 | | | 650,000 | | | 638,778 | | | — | | | — | |
| March 2025 Notes (8)(11) | 900,000 | | | 900,000 | | | 852,378 | | | — | | | — | |
| May 2027 Notes (8)(11) | 625,000 | | | 625,000 | | | 593,636 | | | — | | | — | |
| April 2026 UK Bonds (8)(9)(12) | 326,925 | | | 326,925 | | | 248,301 | | | — | | | — | |
| September 2025 Notes | 600,000 | | | 600,000 | | | 590,541 | | | — | | | — | |
| 2021-1 BSL Debt (10) | 663,000 | | | 663,000 | | | 661,975 | | | — | | | — | |
| 2022-1 BSL Debt (10) | 420,000 | | | 420,000 | | | 418,376 | | | — | | | — | |
| 2021-2 Debt (10) | 505,800 | | | 505,800 | | | 504,222 | | | — | | | — | |
| MML 2021-1 Debt (10) | 690,000 | | | 690,000 | | | 685,943 | | | — | | | — | |
| MML 2022-1 Debt (10) | 759,000 | | | 759,000 | | | 753,757 | | | — | | | — | |
| MML 2022-2 Debt(10) | 300,500 | | | 300,500 | | | 297,971 | | | — | | | — | |
| Short-Term Borrowings | 844,083 | | | 844,083 | | | 844,083 | | | — | | | — | |
| Total | $ | 35,414,783 | | | $ | 27,543,087 | | | $ | 27,043,081 | | | $ | 7,871,697 | | | $ | 6,089,299 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 |
| Aggregate
Principal
Committed | | Outstanding
Principal | | Carrying
Value | | Unused
Portion (1) | | Amount
Available (2) |
| Bard Peak Funding Facility (3) | $ | 1,650,000 | | | $ | 879,000 | | | $ | 879,000 | | | $ | 771,000 | | | $ | — | |
| Castle Peak Funding Facility (4) | 1,600,000 | | | 1,171,809 | | | 1,171,809 | | | 428,191 | | | 131,041 | |
| Maroon Peak Funding Facility | 700,000 | | | 483,952 | | | 483,952 | | | 216,048 | | | 216,048 | |
| Summit Peak Funding Facility (5) | 2,000,000 | | | 1,643,154 | | | 1,643,154 | | | 356,846 | | | 86,767 | |
| Denali Peak Funding Facility | 675,000 | | | 668,400 | | | 668,400 | | | 6,600 | | | 6,600 | |
| Bushnell Peak Funding Facility | 600,000 | | | 395,500 | | | 395,500 | | | 204,500 | | | 98,376 | |
| Granite Peak Funding Facility | 250,000 | | | 248,000 | | | 248,000 | | | 2,000 | | | 2,000 | |
| Middle Peak Funding Facility | 800,000 | | | 799,550 | | | 799,550 | | | 450 | | | 68 | |
| Bison Peak Funding Facility | 1,500,000 | | | 1,320,800 | | | 1,320,800 | | | 179,200 | | | 69,364 | |
| Blanca Peak Funding Facility | 1,000,000 | | | 892,800 | | | 892,800 | | | 107,200 | | | 107,200 | |
| Windom Peak Funding Facility(6) | 1,000,000 | | | 989,759 | | | 989,759 | | | 10,241 | | | 6,471 | |
| Monarch Peak Funding Facility | 1,000,000 | | | 567,400 | | | 567,400 | | | 432,600 | | | 68,250 | |
| Revolving Credit Facility (7) | 3,250,000 | | | 1,144,422 | | | 1,144,422 | | | 2,105,578 | | | 2,105,578 | |
| June 2024 Notes (8) | 435,000 | | | 435,000 | | | 431,854 | | | — | | | — | |
| June 2026 Notes (8) | 400,000 | | | 400,000 | | | 396,952 | | | — | | | — | |
| September 2024 Notes (8) | 365,000 | | | 365,000 | | | 361,805 | | | — | | | — | |
| December 2026 Notes (8) | 1,250,000 | | | 1,250,000 | | | 1,227,844 | | | — | | | — | |
| November 2026 Eurobonds (8)(9) | 569,958 | | | 569,958 | | | 563,695 | | | — | | | — | |
| November 2024 Notes (8) | 500,000 | | | 500,000 | | | 496,054 | | | — | | | — | |
| March 2027 Notes (8) | 1,000,000 | | | 1,000,000 | | | 987,298 | | | — | | | — | |
| 2021-1 BSL Debt (10) | 663,000 | | | 663,000 | | | 661,910 | | | — | | | — | |
| 2021-2 Debt (10) | 505,800 | | | 505,800 | | | 504,124 | | | — | | | — | |
| MML 2021-1 Debt (10) | 690,000 | | | 690,000 | | | 685,696 | | | — | | | — | |
| Short-Term Borrowings | 718,156 | | | 718,156 | | | 718,156 | | | — | | | — | |
| Total | $ | 23,121,914 | | | $ | 18,301,460 | | | $ | 18,239,934 | | | $ | 4,820,454 | | | $ | 2,897,763 | |
(1)The unused portion is the amount upon which commitment fees, if any, are based.
(2)The amount available reflects any limitations related to each respective credit facility’s borrowing base.
(3)Under the Bard Peak Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2022, the Company had borrowings denominated in Canadian Dollars (CAD) and Euros (EUR) of 39.2 million and 36.0 million, respectively.
(4)Under the Castle Peak Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2022, the Company had borrowings denominated in Canadian Dollars (CAD), British Pounds (GBP), and Euros (EUR) of 60.0 million, 42.4 million, and 36.0 million respectively. As of December 31, 2021, the Company had borrowings denominated in Canadian Dollars (CAD) and British Pounds (GBP) of 60.0 million and 42.4 million, respectively.
(5)Under the Summit Peak Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2022, the Company had borrowings denominated in Canadian Dollars (CAD) and British Pounds (GBP) of 99.2 million and 6.1 million, respectively. As of December 31, 2021, the Company had borrowings denominated in Canadian Dollars (CAD) of 60.0 million.
(6)Under the Windom Peak Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2022 and December 31, 2021, the Company had borrowings denominated in British Pounds (GBP) of 43.6 million and 43.6 million, respectively.
(7)Under the Revolving Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2022, the Company had borrowings denominated in Canadian Dollars (CAD), Swiss Franc (CHF), British Pounds (GBP), and Euros (EUR) of 323.6 million, 105.1 million, 660.3 million, and 75.5 million, respectively . As December 31, 2021 the Company had borrowings denominated in Canadian Dollars (CAD) and British Pounds (GBP) of 46.8 million and 156.9 million, respectively.
(8)The carrying value of the Company's June 2024 Notes, June 2026 Notes, September 2024 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes, March 2027 Notes, January 2025 Notes, January 2029 Notes, March 2025 Notes, May 2027 Notes, April 2026 UK Bonds, and September 2025 Notes are presented net of unamortized debt issuance costs of $2.2 million, $2.5 million, $2.3 million, $19.6 million, $6.1 million, $3.1 million, $11.3 million, $3.9 million, $11.2 million, $7.3 million, $2.5 million, $3.1 million, and $8.9 million, respectively, as of September 30, 2022. The carrying value of the Company's June 2024 Notes, September 2024 Notes, June 2026 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes and March 2027 Notes are presented net of unamortized debt issuance costs of $3.1 million, $3.2 million, $3.0 million, $22.2 million, $6.3 million, $3.9 million and $12.7 million, respectively, as of December 31, 2021.
(9)The November 2026 Eurobonds are denominated in Euros and were converted from local currency (EUR) to U.S. Dollars at the time of the transaction. The April 2026 UK Bonds are denominated in British Pounds and were converted from local currency (GBP) to U.S. Dollars at the time of the transaction.
(10)The carrying value of the Company’s 2021-1 BSL Debt, 2022-1 BSL Debt, 2021-2 Debt, MML 2021-1 Debt, MML 2022-1 Debt and MML 2022-2 Debt is presented net of unamortized debt issuance costs of $1.0 million, $1.6 million, $1.6 million, $4.2 million, $5.3 million, and $2.5 million as of September 30, 2022. The carrying value of the Company’s 2021-1 BSL Debt, 2021-2 Debt and MML 2021-1 Debt is presented net of unamortized debt issuance costs of $1.1 million, $1.7 million and $4.3 million as of December 31, 2021.
(11)Inclusive of change in fair market value of effective hedge.
As of September 30, 2022 and December 31, 2021, $276.3 million and $47.7 million, respectively, of interest expense and $6.5 million and $2.6 million, respectively, of unused commitment fees were included in interest payable. For the three months ended September 30, 2022 and 2021, the weighted average interest rate on all borrowings outstanding was 4.17% and 2.19%, respectively, (including unused fees) and the average principal debt outstanding was $27,552.4 million and $6,814.9 million, respectively. For the nine months ended September 30, 2022 and 2021, the weighted average interest rate on all borrowings outstanding was 3.27% and 2.16%, respectively, (including unused fees) and the average principal debt outstanding was $22,342.7 million and $3,512.9 million, respectively.
The components of interest expense were as follows:
| | | | | | | | | | | |
| Three Months Ended September 30, |
| 2022 | | 2021 |
| Borrowing interest expense | $ | 278,356 | | | $ | 34,795 | |
| Facility unused fees | 6,542 | | | 1,929 | |
| Accretion of original issue discount | 4,989 | | | 533 | |
| Amortization of financing costs and debt issuance costs | 7,192 | | | 2,502 | |
| Gain (loss) from interest rate swaps accounted for as hedges and the related hedged items: | | | |
| Interest rate swaps | (167,469) | | | — | |
| Hedged items | 165,162 | | | — | |
| Total interest expense | $ | 294,772 | | | $ | 39,759 | |
| Cash paid for interest expense | $ | 43,572 | | | $ | 23,908 | |
| | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2022 | | 2021 |
| Borrowing interest expense | $ | 512,340 | | | $ | 52,604 | |
| Facility unused fees | 21,946 | | | 2,611 | |
| Accretion of original issue discount | 13,318 | | | 563 | |
| Amortization of financing costs and debt issuance costs | 20,066 | | | 4,766 | |
| Gain (loss) from interest rate swaps accounted for as hedges and the related hedged items: | | | |
| Interest rate swaps | (263,674) | | | — | |
| Hedged items | 262,336 | | | — | |
| Total interest expense | $ | 566,332 | | | $ | 60,544 | |
| Cash paid for interest expense | $ | 405,828 | | | $ | 35,752 | |
Note 8. Commitments and Contingencies
The Company’s investment portfolio may contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of September 30, 2022 and December 31, 2021, the Company had unfunded delayed draw terms loans and revolvers in the aggregate principal amount of $6,753.9 million and $4,870.5 million.
Additionally, from time to time, the Adviser and its affiliates may commit to an investment on behalf of the funds it manages, including the Company. Certain terms of these investments are not finalized at the time of the commitment and each respective fund's allocation may change prior to the date of funding. In this regard, as of September 30, 2022, the Company estimates that it had $3,717.0 million of investments attributable to the company that are that are committed but not yet funded.
The Adviser agreed to bear all of the Company’s expenses, including organization and offering expenses, through January 7, 2021, the date on which the Company broke escrow for the initial offering of its common shares, on which date the Company became obligated to reimburse the Adviser for such advanced expenses upon breaking escrow for the offering.
From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. At September 30, 2022, management is not aware of any pending or threatened material litigation.
Warehousing Transactions
The Company entered into two warehousing transactions whereby the Company agreed, subject to certain conditions, to purchase certain assets from parties unaffiliated with the Adviser. Such warehousing transactions were designed to assist the Company in deploying capital upon receipt of subscription proceeds. One of these warehousing transactions related primarily to originated or anchor investments in middle market loans (the “Facility Agreement”). The other warehouse related primarily to broadly syndicated loans (the “Syndicated Warehouse” and, together with Facility Agreement, the “Warehousing Transactions”).
Facility Agreement
On November 2, 2020, the Company entered into the Facility Agreement, which was subsequently amended and restated on November 16, 2020, December 7, 2020 and December 28, 2020 with Goldman Sachs Bank USA (the “Financing Provider”). Under the Facility Agreement, if the Company received subscriptions of at least $400 million (the “Capital Condition”), the Company, or its designee, has a forward obligation to purchase certain investments (the “Portfolio Investments”) from the Financing Provider, who is obligated to sell such investments. The Portfolio Investments will generally consist of originated and anchor loans to private companies consistent with the Company’s investment strategy. Pursuant to the Facility Agreement, the Company may request that the Financing Provider acquire such Portfolio Investments as the Company may designate from time to time, which the Financing Provider can approve or reject in its sole and absolute discretion. The Company elected to purchase, and in certain events the Company was required to purchase, from the Financing Provider one or more Portfolio Investments on or before June 30, 2021 (the “Facility End Date”). Prior to any sale to the Company, the Portfolio Investments will be owned and held solely for the account of the Financing Provider. Until such time as the Company satisfied the Capital Condition, which occurred on January 7, 2021, it had no obligation to purchase the Portfolio Investments nor be entitled to any benefits or subject to any obligations under the Facility Agreement unless it waived the Capital Condition. In consideration for the forward arrangement provided by the Financing Provider (the amount of the arrangement will not exceed $200 million prior to December 15, 2020, not exceed $300 million on or after December 15, 2020 and prior to December 28, 2020, not exceed $500 million on or after December 28, 2020 and prior to January 18, 2021 and will not exceed $300 million on or after January 18, 2021 up to the Facility End Date (the “Financing Amount”)), the Company has agreed to pay, subject to satisfying the Capital Condition, certain fees and expenses to the Financing Provider, including (i) a financing fee at an annual rate of LIBOR plus 1.70% multiplied by the sum of the relevant principal amount for each Portfolio Investment, (ii) an unused fee at an annual rate of 0.50% of the unused Financing Amount and (iii) a structuring fee equal to $1.453 million which is payable on the earlier of the termination date or the Facility End Date. As a general matter, the price the Company would pay to purchase any Portfolio Investment from the Financing Provider equals the cash amount paid by the Financing Provider subject to adjustment for, among other things, principal repayments and interest amounts earned by the Financing Provider.
Effective January 7, 2021, the Company had a contractual obligation to acquire all assets under the Facility Agreement through a forward purchase agreement on or before June 30, 2021. The mark-to-market gain/loss of all investments held by the Financing Provider, in addition to other economic rights and obligations held by the Company, are recognized in the Company’s consolidated financial statements. These gains (losses) are realized at the time the Company settles on the purchases of each underlying asset from the Financing Provider.
Following the acquisition of all the assets held by the Financing Provider, the Facility Agreement was terminated on June 22, 2021.
Syndicated Warehouse
On November 3, 2020, the Company entered into a purchase and sale agreement (the “PSA”) with Sente Master Fund, L.P. and Vibrant Ambar Fund, Ltd. (together, the “Sellers”). Under the PSA, if the Company has raised at least $200 million of equity capital by April 15, 2021, then the Company or its designee must arrange one or more transactions sufficient to repay all outstanding amounts under the Syndicated Warehouse with commitments of up to $255 million of Maple Park CLO, Ltd. (“Maple Park”), an entity expected to hold primarily broadly syndicated loans with a target portfolio size of $300 million that is managed by an affiliate of the Company, and to redeem in full the subordinated notes (the “Subordinated Notes”) issued by Maple Park. The Company satisfied the condition described above on January 7, 2021.
Under the PSA, this transaction may be structured to include a purchase by the Company or its designee of the Subordinated Notes, if any, held by the unaffiliated Sellers. The purchase price to be paid to the Sellers (the “Purchase Price”) would equal (i) the notional amount of the Subordinated Notes held by the Sellers and (ii) the Sellers’ pro rata share of interest and fee collections on the portfolio of loans held by Maple Park in excess of the outstanding advances under the Syndicated Warehouse. In addition, at any time prior to April 15, 2021, the Company or its designee will have the right, but not the obligation, to purchase the Subordinated Notes held by the Sellers at the Purchase Price.
On January 8, 2021, the Company exercised its right to acquire the equity interests of the Syndicated Warehouse, effectively acquiring the assets and liabilities of Maple Park for a total purchase price of $45.7 million, which included $2.8 million paid to a minority interest holder shortly thereafter. This transaction resulted in a realized gain of $2.3 million, which represented the excess of fair value of the net assets acquired over the total consideration paid for the Subordinated Notes in the Syndicated Warehouse on the date of acquisition.
The following table summarizes the assets and liabilities of Twin PeaksMaple Park as of the acquisition date:
| | | | | |
| March 5,January 8, 2021 |
| ASSETS | |
| Investments at fair value | $ | 1,023,188 300,464 | |
| Cash and cash equivalents | 23,609 1,679 | |
| Interest receivable | 10,018 394 | |
OtherTotal assets | 2,211 302,537 | |
Total assets | $ | 1,059,026 LIABILITIES | |
LIABILITIESDebt | 134,000 | |
DebtPayable for investments purchased | $ | 337,648 120,451 | |
| Interest payable | 365 33 | |
| Total liabilities | 338,013 254,484 | |
| NET ASSETS | |
| Total net assets | 721,013 48,053 | |
| Total liabilities and net assets | $ | 1,059,026 302,537 | |
Note 11. Subsequent Events9. Net Assets
The Company’s management evaluated subsequent events throughfollowing table summarizes transactions in common shares of beneficial interest during the datethree months ended September 30, 2022 (dollars in thousands except share amounts):
| | | | | | | | | | | |
| September 30, 2022 |
| Shares | | Amount |
| CLASS I | | | |
| Subscriptions | 50,251,731 | | $ | 1,253,674 | |
| Share transfers between classes | 672,828 | | 16,753 | |
| Distributions reinvested | 6,079,533 | | 151,911 | |
| Share repurchases | (24,860,836) | | (612,073) | |
| Early repurchase deduction | — | | | 426 | |
| Net increase (decrease) | 32,143,256 | | | $ | 810,691 | |
| CLASS S | | | |
| Subscriptions | 24,072,466 | | $ | 601,002 | |
| Share transfers between classes | (260,310) | | | (6,483) | |
| Distributions reinvested | 2,447,304 | | 61,154 | |
| Share repurchases | (1,963,074) | | | (48,331) | |
| Early repurchase deduction | — | | 360 | |
| Net increase (decrease) | 24,296,386 | | | $ | 607,702 | |
| CLASS D | | | |
| Subscriptions | 7,190,702 | | | $ | 179,680 | |
| Share transfers between classes | (412,518) | | | (10,270) | |
| Distributions reinvested | 456,349 | | | 11,404 | |
| Share repurchases | (154,765) | | | (3,810) | |
| Early repurchase deduction | — | | 14 | |
| Net increase (decrease) | 7,079,768 | | | $ | 177,018 | |
| Total net increase (decrease) | 63,519,410 | | | $ | 1,595,411 | |
The following table summarizes transactions in common shares of issuancebeneficial interest during the nine months ended September 30, 2022:
| | | | | | | | | | | |
| September 30, 2022 |
| Shares | | Amount |
| CLASS I | | | |
| Subscriptions | 271,964,030 | | $ | 6,973,021 | |
| Share transfers between classes | 2,206,163 | | 56,232 | |
| Distributions reinvested | 14,582,560 | | 370,696 | |
| Share repurchases | (36,739,213) | | (908,178) | |
| Early repurchase deduction | — | | | 3,339 | |
| Net increase (decrease) | 252,013,540 | | | $ | 6,495,110 | |
| CLASS S | | | |
| Subscriptions | 132,866,990 | | $ | 3,406,722 | |
| Share transfers between classes | (437,194) | | | (11,003) | |
| Distributions reinvested | 5,600,358 | | 142,331 | |
| Share repurchases | (3,628,447) | | | (90,294) | |
| Early repurchase deduction | — | | 711 | |
| Net increase (decrease) | 134,401,707 | | | $ | 3,448,467 | |
| CLASS D | | | |
| Subscriptions | 27,916,681 | | | $ | 713,712 | |
| Share transfers between classes | (1,768,969) | | | (45,229) | |
| Distributions reinvested | 973,728 | | | 24,710 | |
| Share repurchases | (246,189) | | | (6,087) | |
| Early repurchase deduction | — | | 73 | |
| Net increase (decrease) | 26,875,251 | | | $ | 687,179 | |
| Total net increase (decrease) | 413,290,498 | | | $ | 10,630,756 | |
The following table summarizes transactions in common shares of beneficial interest during 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 three months ended September 30, 2021 (dollars in thousands except as discussed below.share amounts):
| | | | | | | | | | | |
| Shares | | Amount |
| CLASS I | | | |
| Subscriptions | 96,021,435 | | $ | 2,479,115 | |
| Share transfers between classes | 569,253 | | 14,693 | |
| Distributions reinvested | 1,899,280 | | 49,034 | |
| Share repurchases | (109,860) | | (2,845) |
| Early repurchase deduction | — | | | 44 | |
| Net increase (decrease) | 98,380,108 | | | $ | 2,540,041 | |
| CLASS S | | | |
| Subscriptions | 31,873,180 | | $ | 823,021 | |
| Share transfers between classes | (133,281) | | (3,439) | |
| Distributions reinvested | 599,258 | | 15,471 | |
| Share repurchases | (3,875) | | (100) | |
| Early repurchase deduction | — | | 13 | |
| Net increase (decrease) | 32,335,282 | | | $ | 834,966 | |
| CLASS D | | | |
| Subscriptions | 5,133,862 | | | $ | 132,547 | |
| Share transfers between classes | (435,972) | | | (11,254) | |
| Distributions reinvested | 46,849 | | | 1,210 | |
| Share repurchases | — | | — | |
| Early repurchase deduction | — | | 1 | |
| Net increase (decrease) | 4,744,739 | | | $ | 122,504 | |
| Total net increase (decrease) | 135,460,129 | | | $ | 3,497,511 | |
October Subscriptions
The following table summarizes transactions in common shares of beneficial interest during the nine months ended September 30, 2021 (dollars in thousands except share amounts):
| | | | | | | | | | | |
| Shares | | Amount |
| CLASS I | | | |
| Subscriptions | 240,492,026 | | $ | 6,148,343 | |
| Share transfers between classes | 675,642 | | 17,438 | |
| Distributions reinvested | 2,859,118 | | 73,596 | |
| Share repurchases | (158,598) | | (4,103) |
| Early repurchase deduction | — | | | 63 | |
| Net increase (decrease) | 243,868,188 | | | $ | 6,235,337 | |
| CLASS S | | | |
| Subscriptions | 74,739,583 | | $ | 1,916,892 | |
| Share transfers between classes | (133,281) | | (3,439) | |
| Distributions reinvested | 807,553 | | 20,812 | |
| Share repurchases | (3,875) | | (100) | |
| Early repurchase deduction fees | — | | 19 | |
| Net increase (decrease) | 75,409,980 | | | $ | 1,934,184 | |
| CLASS D | | | |
| Subscriptions | 8,259,128 | | | $ | 212,894 | |
| Share transfers between classes | (542,361) | | | (13,999) | |
| Distributions reinvested | 49,260 | | | 1,272 | |
| Share repurchases | — | | — | |
| Early repurchase deduction fees | — | | 1 | |
| Net increase (decrease) | 7,766,027 | | | $ | 200,168 | |
| Total net increase (decrease) | 327,044,195 | | | $ | 8,369,689 | |
Net Asset Value per Share and Dividend DeclarationsOffering Price
The Company received approximately $1,108.5 milliondetermines NAV for each class of net proceeds relatingshares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. Shares are issued at an offering price equivalent to the issuance ofmost recent NAV per share available for each share class, which will be the prior calendar day NAV per share (i.e., the prior month-end NAV). The following table summarizes each month-end NAV per share for Class I, shares, Class S shares, and Class D common shares for subscriptions effective October 1, 2021.of beneficial interest during the nine months ended September 30, 2022 and 2021:
On October 25, 2021, the Company’s Board declared distributions of $0.1740 per Class I share, $0.1557 per Class S share, and $0.1686 per Class D share, which is payable on November 26, 2021 to shareholders of record as of October 31, 2021.
| | | | | | | | | | | | | | | | | | | | |
| | NAV Per Share |
| For the Months Ended | | Class I | | Class S | | Class D |
| January 31, 2022 | | $ | 25.93 | | | $ | 25.93 | | | $ | 25.93 | |
| February 28, 2022 | | 25.80 | | | 25.80 | | | 25.80 | |
| March 31, 2022 | | 25.82 | | | 25.82 | | | 25.82 | |
| April 30, 2022 | | 25.76 | | | 25.76 | | | 25.76 | |
| May 31, 2022 | | 25.28 | | | 25.28 | | | 25.28 | |
| June 30, 2022 | | 24.80 | | | 24.80 | | | 24.80 | |
| July 31, 2022 | | 25.02 | | | 25.02 | | | 25.02 | |
| August 31, 2022 | | 25.12 | | | 25.12 | | | 25.12 | |
| September 30, 2022 | | 24.62 | | | 24.62 | | | 24.62 | |
November Subscriptions | | | | | | | | | | | | | | | | | | | | |
| | NAV Per Share |
| For the Months Ended | | Class I | | Class S | | Class D (1) |
| January 31, 2021 | | $ | 25.25 | | | $ | 25.25 | | | $ | — | |
| February 28, 2021 | | 25.36 | | | 25.36 | | | — | |
| March 31, 2021 | | 25.49 | | | 25.49 | | | — | |
| April 30, 2021 | | 25.59 | | | 25.59 | | | — | |
| May 31, 2021 | | 25.80 | | | 25.80 | | | 25.80 | |
| June 30, 2021 | | 25.81 | | | 25.81 | | | 25.81 | |
| July 31, 2021 | | 25.80 | | | 25.80 | | | 25.80 | |
| August 31, 2021 | | 25.84 | | | 25.84 | | | 25.84 | |
| September 30, 2021 | | 25.90 | | | 25.90 | | | 25.90 | |
(1)Class D commenced on May 1, 2021.
Distributions
The Company received approximately $1,520.9 million of net proceeds relating to the issuanceBoard authorizes and declares monthly distribution amounts per share of Class I, Class DS and Class SD common shares for subscriptions effective November 1, 2021.of beneficial interest. The following table presents distributions that were declared during the nine months ended September 30, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class I | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| January 26, 2022 | | January 31, 2022 | | February 24, 2022 | | $ | 0.1740 | | | $ | 66,686 | | |
| February 23, 2022 | | February 28, 2022 | | March 25, 2022 | | 0.1740 | | | 75,042 | | |
| March 23, 2022 | | March 31, 2022 | | April 28, 2022 | | 0.1740 | | | 82,959 | | |
| April 23, 2022 | | April 30, 2022 | | May 27, 2022 | | 0.1740 | | | 89,838 | | |
| May 23, 2022 | | May 31, 2022 | | June 29, 2022 | | 0.1740 | | | 96,450 | | |
| June 23, 2022 | | June 30, 2022 | | July 27, 2022 | | 0.1740 | | | 100,372 | | |
| July 20, 2022 | | July 31, 2022 | | August 29, 2022 | | 0.1740 | | | 102,863 | | |
| August 24, 2022 | | August 31, 2022 | | September 28, 2022 | | 0.2440 | | | 148,413 | | (1) |
| September 7, 2022 | | September 30, 2022 | | October 26, 2022 | | 0.1740 | | | 108,483 | | |
| | | | | | $ | 1.6360 | | | $ | 871,106 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class S | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| January 26, 2022 | | January 31, 2022 | | February 24, 2022 | | $ | 0.1556 | | | $ | 23,816 | | |
| February 23, 2022 | | February 28, 2022 | | March 25, 2022 | | 0.1556 | | | 26,598 | | |
| March 23, 2022 | | March 31, 2022 | | April 28, 2022 | | 0.1557 | | | 29,834 | | |
| April 23, 2022 | | April 30, 2022 | | May 27, 2022 | | 0.1557 | | | 32,985 | | |
| May 23, 2022 | | May 31, 2022 | | June 29, 2022 | | 0.1558 | | | 35,893 | | |
| June 23, 2022 | | June 30, 2022 | | July 27, 2022 | | 0.1561 | | | 38,018 | | |
| July 20, 2022 | | July 31, 2022 | | August 29, 2022 | | 0.1564 | | | 39,451 | | |
| August 24, 2022 | | August 31, 2022 | | September 28, 2022 | | 0.2263 | | | 58,706 | | (1) |
| September 7, 2022 | | September 30, 2022 | | October 26, 2022 | | 0.1562 | | | 41,985 | | |
| | | | | | $ | 1.4734 | | | $ | 327,287 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class D | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| January 26, 2022 | | January 31, 2022 | | February 24, 2022 | | $ | 0.1686 | | | $ | 3,469 | | |
| February 23, 2022 | | February 28, 2022 | | March 25, 2022 | | 0.1686 | | | 3,961 | | |
| March 23, 2022 | | March 31, 2022 | | April 28, 2022 | | 0.1686 | | | 4,551 | | |
| April 23, 2022 | | April 30, 2022 | | May 27, 2022 | | 0.1686 | | | 5,126 | | |
| May 23, 2022 | | May 31, 2022 | | June 29, 2022 | | 0.1686 | | | 5,699 | | |
| June 23, 2022 | | June 30, 2022 | | July 27, 2022 | | 0.1687 | | | 6,190 | | |
| July 20, 2022 | | July 31, 2022 | | August 29, 2022 | | 0.1688 | | | 6,555 | | |
| August 24, 2022 | | August 31, 2022 | | September 28, 2022 | | 0.2388 | | | 10,007 | | (1) |
| September 7, 2022 | | September 30, 2022 | | October 26, 2022 | | 0.1688 | | | 7,401 | | |
| | | | | | $ | 1.5881 | | | $ | 52,959 | | |
The following table presents distributions that were declared during the nine months ended September 30, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class I | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| January 29, 2021 | | January 31, 2021 | | February 24, 2021 | | $ | 0.1151 | | | $ | 3,431 | | |
| February 24, 2021 | | February 28, 2021 | | March 29, 2021 | | 0.1427 | | 7,206 | | |
| March 30, 2021 | | March 31, 2021 | | April 28, 2021 | | 0.1458 | | 10,483 | | |
| April 23, 2021 | | April 30, 2021 | | May 26, 2021 | | 0.1510 | | | 15,074 | | |
| May 25, 2021 | | May 31, 2021 | | June 28, 2021 | | 0.1563 | | | 19,336 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1667 | | | 24,261 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1233 | | | 17,944 | | (1) |
| July 21, 2021 | | July 31, 2021 | | August 27, 2021 | | 0.1740 | | | 31,252 | | |
| August 25, 2021 | | August 31, 2021 | | September 28, 2021 | | 0.1740 | | | 36,103 | | |
| September 27, 2021 | | September 30, 2021 | | October 27, 2021 | | 0.1740 | | | 42,453 | | |
| | | | | | $ | 1.5229 | | | $ | 207,543 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class S | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| January 29, 2021 | | January 31, 2021 | | February 24, 2021 | | $ | 0.1008 | | | $ | 277 | | |
| February 24, 2021 | | February 28, 2021 | | March 29, 2021 | | 0.1250 | | 827 | | |
| March 30, 2021 | | March 31, 2021 | | April 28, 2021 | | 0.1281 | | 1,426 | | |
| April 23, 2021 | | April 30, 2021 | | May 26, 2021 | | 0.1329 | | | 2,994 | | |
| May 25, 2021 | | May 31, 2021 | | June 28, 2021 | | 0.1382 | | | 4,607 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1484 | | | 6,391 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1233 | | | 5,311 | | (1) |
| July 21, 2021 | | July 31, 2021 | | August 27, 2021 | | 0.1557 | | | 8,187 | | |
| August 25, 2021 | | August 31, 2021 | | September 28, 2021 | | 0.1557 | | | 9,376 | | |
| September 27, 2021 | | September 30, 2021 | | October 27, 2021 | | 0.1557 | | | 11,742 | | |
| | | | | | $ | 1.3638 | | | $ | 51,138 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class D | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| May 25, 2021 | | May 31, 2021 | | June 28, 2021 | | $ | 0.1510 | | | $ | 205 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1613 | | | 487 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1233 | | | 373 | | (1) |
| July 21, 2021 | | July 31, 2021 | | August 27, 2021 | | 0.1686 | | | 749 | | |
| August 25, 2021 | | August 31, 2021 | | September 28, 2021 | | 0.1686 | | | 997 | | |
| September 27, 2021 | | September 30, 2021 | | October 27, 2021 | | 0.1686 | | | 1,309 | | |
| | | | | | $ | 0.9414 | | | $ | 4,120 | | |
(1)Represents a special distribution.
Distribution Reinvestment Plan
The Company has closedadopted a distribution reinvestment plan, pursuant to which the Company will reinvest all cash dividends declared by the Board on aggregate subscriptionsbehalf of approximately $10,907.6 million sinceour shareholders who do not elect to receive their dividends in cash as provided below. As a result, if the time it commenced operationsBoard authorizes, and the Company declares, a cash dividend or other distribution, then shareholders who have not opted out of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash dividend or other distribution. Distributions on January 7, 2021.fractional shares will be credited to each participating shareholder’s account to three decimal places.
Financing Transactions
SPV Financing Facilities
On October 20,The following wholly-owned subsidiaries of the Company have entered into secured financing facilities, as described below: Bard Peak Funding, Castle Peak Funding, Maroon Peak Funding, Summit Peak Funding, Denali Peak Funding, Bushnell Peak Funding, Granite Peak Funding, Middle Peak Funding, Bison Peak Funding, Blanca Peak Funding, Windom Peak Funding, Monarch Peak Funding, Borah Peak Funding, and 2022-1 BSL WH, Naomi Peak Funding, Meridian Peak Funding, Haydon Peak Funding and Bear Peak Funding, which are collectively referred to as the “SPVs,” and the secured financing facilities described below are collectively referred to as the “SPV Financing Facilities.”
The obligations of each SPV to the lenders under the applicable SPV Financing Facility are secured by a first priority security interest in all of the applicable SPV’s portfolio investments and cash. The obligations of each SPV under the applicable SPV Financing Facility are non-recourse to the Company, and the Company’s exposure to the credit facility is limited to the value of its investment in the applicable SPV.
In connection with the SPV Financing Facilities, the applicable SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. Each SPV Financing Facility contains customary events of default for similar financing transactions, including if a change of control of the applicable SPV occurs. Upon the occurrence and during the continuation of an event of default, the lenders under the applicable SPV Financing Facility may declare the outstanding advances and all other obligations under the applicable SPV Financing Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that the applicable SPV obtain the consent of the lenders under the applicable SPV Financing Facility prior to entering into any sale or disposition with respect to portfolio investments.
As of September 30, 2022 and December 31, 2021, the Company amendedwas in compliance with all covenants and other requirements of the SPV Financing Facilities.
Bard Peak Funding Facility
On March 15, 2021, Bard Peak Funding entered into a senior secured revolving credit facility (the “Bard Peak Funding Facility”) with BNP Paribas (“BNPP”). BNPP serves as administrative agent, Wells Fargo Bank, National Association, serves as collateral agent, and the Company serves as servicer under the Bard Peak Funding Facility.
Advances under the Bard Peak Funding Facility initially bear interest at a per annum rate equal to the benchmark in effect for the currency of the applicable advance (which is three-month LIBOR in the case of dollar advances), plus an applicable margin of 1.55% to 2.15% per annum depending on the nature of the advances being requested under the credit facility, subject to a floor from and after September 15, 2021 of 1.85%. After March 15, 2024, the applicable margin on all outstanding advances will be 3.05% per annum. Effective July 15, 2021, Bard Peak Funding will pay a commitment fee of 0.90% per annum if the unused facility amount is greater than 50% or 0.35% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments until March 15, 2024, in addition to certain other fees as agreed between Bard Peak Funding and BNPP.
The initial principal amount of the maximum funding amounts under the Bard Peak Funding Facility was $600 million. Effective July 23, 2021, October 29, 2021, November 18, 2021 and December 15, 2021, the maximum funding amount of the Bard Peak Funding Facility was $1.0 billion, $1.5 billion, $2.0 billion and $1.7 billion, respectively. Proceeds from borrowings under the credit facility may be used to fund portfolio investments by Bard Peak Funding and to make advances under delayed draw term loans and revolving loans where Bard Peak Funding is a lender. The period during which Bard Peak Funding may
make borrowings under the Bard Peak Funding Facility expires on March 15, 2024, and the Bard Peak Funding Facility will mature and all amounts outstanding under credit facility must be repaid by March 15, 2026.
On March 15, 2021, concurrent with the closing of the Bard Peak Funding Facility, Maple Park (as defined in Note 7) merged with and into Bard Peak Funding (the “Merger”) pursuant to an Agreement and Plan of Merger, with Bard Peak Funding the surviving entity of the Merger.
Upon consummation of the Merger, Bard Peak Funding used the proceeds of borrowings under the Bard Peak Funding Facility to repay in full all outstanding indebtedness under the Syndicated Warehouse (as defined in Note 7); and to redeem in full the Subordinated Notes (as defined in Note 7).
Castle Peak Funding Facility
On January 8, 2021, Castle Peak Funding entered into a senior secured revolving credit facility (the “Castle Peak Funding Facility”) with Citibank, N.A. (“Citi”). Citi serves as administrative agent, Wilmington Trust, National Association, serves as collateral agent, custodian and collateral administrator and the Company serves as collateral manager under the Castle Peak Funding Facility.
Advances used to finance the purchase or origination of broadly syndicated loans under the Castle Peak Funding Facility initially bear interest at a per annum rate equal to the benchmark in effect for the currency of the applicable advances (which is three-month LIBOR for dollar advances), plus the applicable margin of 1.50% per annum. Advances used to finance the purchase or origination of middle market loans under the Castle Peak Funding Facility initially bear interest at a per annum rate equal to such applicable benchmark plus the applicable margin of 2.00% per annum. After January 8, 2024, the applicable margin on outstanding advances will be increased by 1.00% per annum. Castle Peak Funding pays a commitment fee of 1.85% per annum if the unused facility amount is greater than 30% or 0.50% per annum if the unused facility amount is less than or equal to 30% and greater than 10%, based on the average daily unused amount of the financing commitments until January 8, 2024, in addition to certain other fees as agreed between Castle Peak Funding and Citi.
The initial principal amount of the Castle Peak Funding Facility was $200 million. Effective March 15, 2021, July 15, 2021 and December 21, 2021, the maximum commitment amount of the revolving credit commitments under the credit facility was $800 million, $1.3 billion and $1.6 billion, respectively. Proceeds from borrowings under the Castle Peak Funding Facility may be used to fund portfolio investments by Castle Peak Funding and to make advances under revolving loans or delayed draw term loans where Castle Peak Funding is a lender. The period during which Castle Peak Funding may make borrowings under the Castle Peak Funding Facility expires on January 8, 2024, and the Castle Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by January 8, 2026.
Maroon Peak Funding Facility
On January 28, 2021, Maroon Peak Funding entered into a senior secured revolving credit facility (the “Maroon Peak Funding Facility”) with Morgan Stanley Bank, N.A. (“MS”). Morgan Stanley Senior Funding, Inc. serves as administrative agent , U.S. Bank National Association, serves as collateral agent and the Company serves as collateral manager under the Maroon Peak Funding Facility.
Advances may be used to finance the purchase or origination of broadly syndicated loans under the Maroon Peak Funding Facility and initially bear interest at a per annum rate equal to the three-month term SOFR then in effect plus 0.10% plus the applicable spread of 1.30% per annum. After January 28, 2022, the applicable spread on outstanding advances will increase to 2.00% per annum. Effective July 28, 2021, Maroon Peak Funding will pay a commitment fee of 0.50% per annum if the unused facility amount is greater than 10% based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between Maroon Peak Funding and MS.
The initial principal amount of the Maroon Peak Funding Facility was $500 million. On February 26, 2021, March 23, 2021, June 29, 2021 and February 25, 2022, the maximum commitment amount of the revolving credit commitments under the credit facility was increased to $560 million, $1.0 billion, $700 million and $800 million, respectively. Proceeds from borrowings under the Maroon Peak Funding Facility may be used to fund portfolio investments by Maroon Peak Funding and to make advances under revolving loans or delayed draw term loans where Maroon Peak Funding is a lender. All amounts outstanding under the Maroon Peak Funding Facility must be repaid by October 13, 2023, unless the parties have entered into an extension agreement.
Summit Peak Funding Facility
On March 3, 2021, Summit Peak Funding entered into a senior secured revolving credit facility (“Summit Peak Funding Facility”) with Société Générale (“SG”). SG serves as agent, Wilmington Trust, National Association, serves as collateral agent, custodian and collateral administrator and the Company serves as servicer under the Summit Peak Funding Facility.
Advances used to finance the purchase or origination of broadly syndicated loans under the Summit Peak Funding Facility initially bear interest at a blended per annum rate adjusted monthly based on the proportion of the broadly syndicated loans in the portfolio to the proportion of middle market loans in the portfolio, with the rate attributable to broadly syndicated loans equal to the benchmark for the currency of the applicable advance (which is three-month term SOFR for dollar advances), plus the applicable margin of 1.50% for certain foreign currency advances to 1.65% per annum for dollar advances, and the rate attributable to middle market loans equal to such applicable benchmark plus the applicable margin of 2.15% for certain foreign currency advances to 2.30% per annum for dollar advances, and with such blended rate subject to a floor of such applicable benchmark plus 2.00% for certain foreign currency advances to 2.15% per annum for dollar advances. Effective September 3, 2021, Summit Peak Funding will pay a commitment fee of 0.25% per annum if the unused facility amount is greater than 25% based on the average daily unused amount of the financing commitments, and effective January 3, 2022, such fee shall increase to 0.40% per annum, terminating on March 1, 2024, in addition to certain other fees as agreed between Summit Peak Funding and SG.
The initial principal amount of the Summit Peak Funding Facility is $500 million. Effective May 12, 2021, October 29, 2021 and March 17, 2022, the maximum commitment amount of the Summit Peak Funding Facility was $1.0 billion, $2.0 billion and $2.3 billion, respectively. Proceeds from borrowings under the Summit Peak Funding Facility may be used to fund portfolio investments by Summit Peak Funding and to make advances under revolving loans or delayed draw term loans where Summit Peak Funding is a lender. The period during which Summit Peak Funding may make borrowings under the Summit Peak Funding Facility expires on March 1, 2024, and the Summit Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by March 3, 2026.
Denali Peak Funding Facility
Pursuant to the Purchase Agreement (as discussed in Note 12), Denali Peak Funding is now indirectly wholly-owned by the Company. Denali Peak Funding is party to a senior secured revolving credit facility (the “Denali Peak Funding Facility”), dated as of October 11, 2018, with Deutsche Bank AG, New York Branch (“DB”), which credit facility was indirectly assumed by the Company pursuant to the Purchase Agreement. DB serves as agent, U.S. Bank National Association serves as collateral agent and collateral custodian and Twin Peaks (as discussed in Note 12) serves as servicer under the Denali Peak Funding Facility.
Advances under the Denali Peak Funding Facility initially bear interest at a per annum rate equal to amongthe benchmark for the currency of the applicable advance (which is three-month LIBOR for dollar advances), plus the applicable margin of 1.95% per annum. After September 30, 2024, the applicable margin on outstanding advances will increase by 0.20% per annum. Effective December 30, 2021, Denali Peak Funding will pay a commitment fee of per annum on the unused facility amount.Denali Peak Funding also pays an administrative agency fee to DB, in addition to certain other things, increasefees, each as agreed between Denali Peak Funding and DB.
The initial principal amount of the Denali Peak Funding Facility was $200 million, which was fully drawn. Effective September 30, 2021, October 20, 2021 and March 9, 2022, the maximum commitment amount toof the Denali Peak Funding Facility was $600 million, $675 million and $750 million, respectively. Proceeds from borrowings under the Denali Peak Funding Facility may be used to fund portfolio investments by Denali Peak Funding and to make advances under revolving loans where Denali Peak Funding is a lender. Effective September 30, 2021, the period during which Denali Peak Funding may make borrowings under the Denali Peak Funding Facility expires on September 30, 2024, and the Denali Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by September 30, 2026.
Bushnell Peak Funding Facility
On May 12, 2021, Bushnell Peak Funding entered into a senior secured revolving credit facility (the “Bushnell Peak Funding Facility”) with Bank of America, N.A. (“Bank of America”). Bank of America serves as administrative agent, Wells Fargo Bank, N.A. serves as collateral administrator and the Company serves as investment adviser under the Bushnell Peak Credit Facility.
Advances under the Bushnell Peak Credit Facility bear interest at a per annum rate equal to the benchmark for the currency of the applicable advance (which is the daily floating LIBOR rate for dollar advances) plus an applicable margin of 1.50% to 1.75% per annum depending on the nature of the advances being requested. Bushnell Peak Funding is required to utilize a minimum percentage of the financing commitments, which amount is equal to 80% of the aggregate commitments beginning one month after the closing date of the Bushnell Peak Credit Facility and thereafter. Unused amounts below such minimum utilization amount accrue a fee at a rate of 1.60% per annum. Bushnell Peak Funding will also pay an unused fee of 0.50% per annum on the daily unused amount of the financing commitments in excess of such minimum utilization amount, commencing one month after the closing date of the Bushnell Peak Credit Facility, in addition to certain other fees agreed between Bushnell Peak Funding and Bank of America.
The initial principal amount of the Bushnell Peak Credit Facility is $425 million. Effective December 6, 2021, the maximum commitment amount of the Bushnell Peak Funding Facility was increased to $600 million. Proceeds from borrowings under the Bushnell Peak Credit Facility may be used to fund portfolio investments by Bushnell Peak Funding and to make advances under revolving loans or delayed draw term loans where Bushnell Peak Funding Facility is a lender. All amounts outstanding under the Bushnell Peak Credit Facility must be repaid by the date that is two years after the closing date of the Bushnell Peak Credit Facility.
Granite Peak Funding Facility
On June 17, 2021, Granite Peak Funding entered into a senior secured revolving credit facility (the “Granite Peak Funding Facility”) with Goldman Sachs Bank USA (“GS”). GS serves as administrative agent, Wilmington Trust, National Association, serves as collateral agent, custodian and collateral administrator, and the Company serves as servicer under the Granite Peak Funding Facility.
Advances under the Granite Peak Funding Facility initially bear interest at a per annum rate equal to three-month term SOFR, plus an applicable margin of 2.35% per annum. Commencing on October 15, 2021, Granite Peak Funding will pay an unused commitment fee of 0.25% per annum on the average daily unused commitments under the Granite Peak Funding Facility, which fee shall increase to 0.40% per annum from and after January 13, 2022. The unused commitment fee will be payable only when more than 25% of the total commitments under the Granite Peak Funding Facility are unused, and will terminate when Granite Peak Funding is no longer permitted to make borrowings under the Granite Peak Funding Facility. Granite Peak Funding will also pay to GS an administrative agency fee, in addition to certain other fees, each as agreed between Granite Peak Funding and GS.
The initial principal amount of the commitments under the Granite Peak Funding Facility was $250 million. Effective June 7, 2022, the maximum commitment amount of the Granite Peak Funding Facility was increased to $750 million. Proceeds from borrowings under the Granite Peak Funding Facility may be used to fund portfolio investments by Granite Peak Funding and to make advances under delayed draw term loans and revolving loans where Granite Peak Funding is a lender. The period during which Granite Peak Funding may make borrowings under the Granite Peak Funding Facility expires on June 17, 2024, and the Granite Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by June 17, 2026.
Middle Peak Funding Facility
On June 30, 2021, Middle Peak Funding entered into a senior secured revolving credit facility (the “Middle Peak Funding Facility”) with MS. MS serves as agent, Wilmington Trust, National Association, serves as collateral agent, custodian and collateral administrator and the Company serves as collateral manager under the Middle Peak Funding Facility.
Advances under the Middle Peak Funding Facility initially bear interest at a per annum rate equal to, in the case of dollar advances, three-month LIBOR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin. The applicable margin will initially be 1.60% per annum for advances used to finance the purchase or origination of broadly syndicated loans, and 2.00% per annum for advances used to finance the purchase or origination of middle market loans. Effective December 30, 2021, the applicable margin for all advances will be 2.00% per annum, and will increase to 2.10% per annum effective on June 30, 2024. Effective October 30, 2021, Middle Peak Funding pays a commitment fee of 0.35% per annum if the unused facility amount is greater than 10% based on the average daily unused amount of the financing commitments, terminating on June 30, 2024. Effective October 30, 2021, Middle Peak Funding pays interest on an interest-only loan in the notional amount of the aggregate commitments under the Middle Peak Funding Facility, in addition to certain other fees as agreed between Middle Peak Funding and MS.
The initial principal amount of the Middle Peak Funding Facility is $500 million. On October 22, 2021, the Company amended the Middle Peak Funding Facility to, among other things, increase the maximum commitment amount to $800 million from $500 million.
On October 29, 2021, Proceeds from borrowings under the Company amended the SummitMiddle Peak Funding Facility may be used to among other things, increasefund portfolio investments by Middle Peak Funding and to make advances under revolving loans or delayed draw term loans where Middle Peak Funding is a lender. The period during which Middle Peak Funding may make borrowings under the maximum commitment amount to $2,000 million from $1,000 million.
On October 29, 2021, the Company amended the BardMiddle Peak Funding Facility to, among other things, increaseexpires on June 30, 2024, and the maximum commitment amount to $1,500 million from $1,000 million.
On November 1, 2021, Siris Peak Funding merged with and into Summit Peak Funding (the “Summit Peak Merger”) pursuant to an Agreement and Plan of Merger, with Summit Peak Funding the surviving entity of the Summit Peak Merger. Upon consummation of the Summit Peak Merger, Summit Peak Funding used the proceeds of borrowings under the SummitMiddle Peak Funding Facility to repay in fullwill mature and all amounts outstanding indebtedness under the Siriscredit facility must be repaid by January 3, 2033.
Bison Peak Funding Facility.Facility
On November 3,July 23, 2021, BCRED MonarchBison Peak Funding LLC, a wholly-owned subsidiary of the Company (“Monarch Peak Funding”), entered into a senior secured revolving credit facility (the “Bison Peak Funding Facility”) with Bank of America. Bank of America serves as administrative agent, Wilmington Trust, National Association, serves as collateral administrator and the Company serves as manager under the Bison Peak Funding Facility.
Advances under the Bison Peak Funding Facility bear interest initially at a per annum rate equal to, in the case of dollar advances, the daily floating LIBOR rate, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin adjusted at one-month or three-month intervals based on the proportion of the broadly syndicated loans, large corporate loans and middle market loans in the portfolio, with the applicable margin attributable to broadly syndicated loans equal to 1.50% per annum, the applicable margin attributable to large corporate loans equal to 1.75% per annum and the applicable margin applicable to middle market loans equal to 2.00% per annum. The applicable margin for all advances will increase by 0.50% per annum effective on July 23, 2024. Effective January 23, 2022, Bison Peak Funding is required to utilize a minimum percentage of the financing commitments, which amount increases in three-month intervals from 20% on such effective date to 80% from and after October 23, 2022 and thereafter. Unused amounts below such minimum utilization amount accrue a fee at a rate of 2.00% per annum. In addition, effective on September 23, 2021, Bison Peak Funding pays an unused fee on the daily unused amount of the financing commitments in excess of such minimum utilization amount, which amount shall initially be 0.20% per annum and shall increase to 0.40% per annum from and after November 23, 2021, in addition to certain other fees as agreed between Bison Peak Funding and Bank of America.
The initial maximum commitment amount of the Bison Peak Funding Facility is $1.0 billion. Effective September 30, 2021, the maximum commitment amount of the Bison Peak Funding Facility was increased to $1.5 billion. Proceeds from borrowings under the Bison Peak Funding Facility may be used to fund portfolio investments by Bison Peak Funding and to make advances under revolving loans or delayed draw term loans where Bison Peak Funding is a lender. All amounts outstanding under the Bison Peak Funding Facility must be repaid by July 23, 2026.
Blanca Peak Funding Facility
On August 16, 2021, Blanca Peak Funding, entered into a senior secured revolving credit facility (the “Blanca Peak Funding Facility”) with Barclays. Barclays serves as administrative agent, Wilmington Trust, National Association, serves as collateral administrator, collateral agent and securities intermediary and the Company serves as servicer under the Blanca Peak Funding Facility.
Advances under the Blanca Peak Funding Facility initially bear interest at a per annum rate equal to (x) in the case of dollar advances, three-month term SOFR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 2.096% per annum. Blanca Peak Funding is required to utilize a minimum of 100% of the first $1.0 billion of commitments, and effective December 20, 2022, Blanca Peak Funding is required to utilize a minimum of 75% of the remainder of the financing commitments, subject to adjustment as set forth in the Blanca Peak Funding Facility. Unused amounts below such minimum utilization amount accrue interest at a rate equal to the applicable margin described above. In addition, effective on December 19, 2022, on any date when Blanca Peak Funding is not utilizing more than 90% of the financing commitments, Blanca Peak Funding will pay an unused fee of 0.50% per annum on the daily unused amount of the financing commitments in excess of such minimum utilization amount. Blanca Peak Funding will also pay to Barclays an administrative agency fee, in addition to certain other fees, each as agreed between Blanca Peak Funding and Barclays.
The initial maximum commitment amount of the Blanca Peak Funding Facility is $1.0 billion, which was increased to $1.5 billion on August 19, 2022. Proceeds from borrowings under the Blanca Peak Funding Facility may be used to fund portfolio investments by Blanca Peak Funding and to make advances under revolving loans or delayed draw term loans where Blanca Peak Funding is a lender. The period during which Blanca Peak Funding may make borrowings under the Blanca Peak Funding Facility expires on December 19, 2024, and all amounts outstanding under the Blanca Peak Funding Facility must be repaid by August 19, 2026.
Windom Peak Funding Facility
On September 2, 2021, Windom Peak Funding entered into a senior secured revolving credit facility (the “Windom Peak Funding Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”). Wells Fargo serves as administrative agent and collateral administrator and the Company serves as investment adviser under the Windom Peak Funding Facility.
Proceeds from borrowings under the Windom Peak Funding Facility may be used to fund portfolio investments by Windom Peak Funding during the reinvestment period (which, initially, is scheduled to end three years after the closing date of the Windom Peak Funding Facility) and to make advances under revolving loans or delayed draw term loans in respect of which Windom Peak Funding is a lender. The maximum facility amount of the Windom Peak Funding Facility is $1.0 billion which increased to $2.0 billion effective March 18, 2022.
Advances under the Windom Peak Funding Facility may be denominated in United States dollars, Canadian dollars, British pound sterling or Euros and will bear interest, payable on a monthly basis in arrears, at a per annum rate equal to the “benchmark” rate for the currency of the applicable advance (which is, daily simple SOFR with respect to dollar advances) plus the “applicable margin” (which is a blended spread equal to the sum of 1.55% per annum with respect to any advances backed by broadly-syndicated loans and 2.05% per annum with respect to any advances backed by recurring revenue loans, middle market loans, first-lien last out loans or second lien loans).
In addition, Windom Peak Funding will be required to pay fees on the amount of any unused commitment during the reinvestment period of the Windom Peak Funding Facility. The unused commitment fee will equal the weighted daily average of such Unused Facility Amount on each day during the applicable accrual period multiplied by 0.25% during the first six months of the Windom Peak Funding Facility, by 0.50% during the second six months of the Windom Peak Funding Facility and by a blended rate equal to 0.50% on any Unused Facility Amount up to 40% of the maximum facility amount and 1.50% on any Unused Facility Amount exceeding 40% of the maximum facility amount from the 12 month anniversary of the Windom Peak Funding Facility until the end of the reinvestment period. All amounts outstanding under the Windom Peak Funding Facility must be repaid by September 2, 2026.
Monarch Peak Funding Facility
On November 3, 2021, Monarch Peak Funding entered into a senior secured revolving credit facility (the “Monarch Peak Funding Facility”) with MUFG Bank, Ltd. (“MUFG”). MUFG serves as administrative agent, The Bank of New York Mellon Trust Company, National Association, serves as collateral agent, collateral custodian and collateral administrator and the Company serves as collateral manager under the Monarch Peak Funding Facility.
Advances used to finance the purchase or origination of broadly syndicated loans under the Monarch Peak Funding Facility initially bear interest at a per annum rate equal to one-month LIBOR,term SOFR, plus the applicable margin of 1.50%1.65% per annum. Advances used to finance the purchase or origination of middle market loans under the Monarch Peak Funding Facility initially bear interest at a per annum rate equal to one-month LIBORterm SOFR plus the applicable margin of 1.65%2.05% per annum. Commencing on the later of April 3, 2022 and the date that is five months after the most recent closing date of a permitted collateralized loan obligation transaction, Monarch Peak Funding will pay an unused commitment fee of 0.50% per annum on a portion of the daily unused commitments under the Monarch Peak Funding Facility, which fee shall decrease to 0.35% per annum from and after the later of September 3, 2022 and the date that is ten months after the most recent closing date of any such permitted collateralize loan obligation transaction, in addition to certain other fees as agreed between Monarch Peak Funding and MUFG. The unused commitment fee will be payable only when more than 10% of the total commitments under the Monarch Peak Funding Facility are unused, and will terminate when Monarch Peak Funding is no longer permitted to make borrowings under the Monarch Peak Funding Facility.
The initial principal amount of the Monarch Peak Funding Facility is $1,000 million.was $1.0 billion. Effective May 1, 2022, the maximum commitment amount of the Monarch Peak Funding Facility was increased to $2.0 billion. Proceeds from borrowings under the Monarch Peak Funding Facility may be used to fund portfolio investments by Monarch Peak Funding and to make advances under revolving loans or delayed draw term loans where Monarch Peak Funding is a lender. The period during which Monarch Peak Funding may make borrowings under the Monarch Peak Funding Facility expires on November 3, 2024, and the Monarch Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by November 3, 2026.
Borah Peak Funding Facility
On April 4, 2022, Borah Peak Funding LLC entered into a senior secured revolving credit facility (the “Borah Peak Funding Facility”) with Bank of America. Bank of America serves as administrative agent, Deutsche Bank Trust Company Americas serves as collateral administrator and the Company serves as manager under the Borah Peak Funding Facility.
Advances under the Borah Peak Funding Facility bear interest initially at a per annum rate equal to a rate per annum equal to one-month term SOFR rate plus the applicable margin of 1.35%. Effective January 4, 2023, Borah Peak Funding is required to utilize a minimum percentage of the financing commitments, which amount increases in three-month intervals from 20% on such effective date to 80% from and after October 4, 2022 and thereafter. Unused amounts below such minimum utilization amount accrue a fee at a rate of 1.35% per annum. In addition, effective on January 4, 2023, Borah Peak Funding pays an unused fee on the daily unused amount of the financing commitments in excess of such minimum utilization amount, which amount shall initially be 0.25% per annum, in addition to certain other fees as agreed between Borah Peak Funding and Bank of America.
The initial maximum commitment amount of the Borah Peak Funding Facility is $400 million. Proceeds from borrowings under the Borah Peak Funding Facility may be used to fund portfolio investments by Borah Peak Funding and to make advances under revolving loans or delayed draw term loans where Borah Peak Funding is a lender. All amounts outstanding under the Borah Peak Funding Facility must be repaid by April 4, 2024.
2022-1 BSL WH Funding Facility
On May 16, 2022, 2022-1 BSL WH entered into a senior secured revolving credit facility (the “2022-1 BSL WH Funding Facility” with Société Générale (“SG”). SG serves as administrative agent, Deutsche Bank Trust Company Americas serves as custodian, and the Company serves as collateral manager under the 2022-1 BSL WH Funding Facility.
Advances under the 2022-1 BSL WH Funding Facility bear interest initially at a per annum rate equal to three-month term SOFR plus an applicable margin of 1.30% per annum. The applicable margin will increase to 1.60% per annum from and after May 16, 2023, and will increase to 1.90% per annum from and after November 16, 2023.
The initial maximum commitment amount of the 2022-1 BSL WH Funding Facility is $400 million. Proceeds from borrowings under the 2022-1 BSL WH Funding Facility may be used to fund portfolio investments by 2022-1 BSL WH and to make advances under revolving loans or delayed draw term loans where 2022-1 BSL WH is a lender. The period during which 2022-1 BSL WH may make borrowings under the 2022-1 BSL WH Funding Facility expires on May 16, 2023, and the 2022-1 BSL WH Funding Facility will mature and all amounts outstanding under the credit facility must be repaid no later than May 16, 2023.
Naomi Peak Funding Facility
On July 18, 2022, Naomi Peak Funding entered into a senior secured revolving credit facility (the “Naomi Peak Funding Facility”) with Natixis. Natixis, New York Branch serves as administrative agent, Wilmington Trust, National Association serves as collateral agent, collateral administrator and custodian, and the Company serves as collateral manager under the Naomi Peak Funding Facility.
Advances under the Naomi Peak Funding Facility bear interest initially at a per annum rate equal to three-month term SOFR plus an applicable margin of 1.30% per annum. Commencing on October 17, 2022, Naomi Peak Funding will pay an unused commitment fee of 0.50% per annum on the average daily unused revolving commitments under the Naomi Peak Funding Facility, which fee shall increase to 0.75% per annum for any day on or after January 18, 2023 on which more than 10% of the revolving commitments are unused, in addition to certain other fees as agreed between Naomi Peak Funding and Natixis. The unused commitment fee will terminate when Naomi Peak Funding is no longer permitted to make borrowings under the Naomi Peak Funding Facility.
The initial maximum commitment amount of the Naomi Peak Funding Facility is $400 million, of which $250 million was funded as a term loan after the closing date and of which $150 million consists of a revolving credit commitment. Proceeds from borrowings under the Naomi Peak Funding Facility may be used to fund portfolio investments by Naomi Peak Funding and to make advances under revolving loans or delayed draw term loans where Naomi Peak Funding is a lender. The period during which Naomi Peak Funding may make borrowings under the Naomi Peak Funding Facility expires on July 18, 2024, and the Naomi Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by July 18, 2031.
Meridian Peak Funding Facility
On August 16, 2022, Meridian Peak Funding entered into a senior secured revolving credit facility (the “Meridian Peak Funding Facility”) with Massachusetts Mutual Life Insurance Company (“Mass Mutual”). Wilmington Trust, National Association serves as administrative agent, collateral agent and custodian, and the Company serves as equity holder and collateral manager under the Meridian Peak Funding Facility.
Advances under the Meridian Peak Funding Facility bear interest initially at a per annum rate equal to three-month term SOFR plus an applicable margin of 2.50% per annum. Effective August 16, 2023, Meridian Peak Funding is required to utilize a minimum of 70% of the financing commitments. Unused amounts below such minimum utilization amount will accrue a fee at a rate of 2.50% per annum, in addition to certain other fees as agreed between Meridian Peak Funding and Mass Mutual.
The initial maximum commitment amount of the Meridian Peak Funding Facility is $500 million. Proceeds from borrowings under the Meridian Peak Funding Facility may be used to fund portfolio investments by Meridian Peak Funding and to make advances under revolving loans or delayed draw term loans where Meridian Peak Funding is a lender. The period during which Meridian Peak Funding may make borrowings under the Meridian Peak Funding Facility expires on August 16, 2025, and the Meridian Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by August 16, 2030.
Revolving Credit Facility
On May 18, 2021, the Company, entered into a senior secured credit facility (the “Revolving Credit Facility”) with Citi. Citi serves as administrative agent and collateral agent.
On May 6, 2022, the Company entered into an amendment and restatement agreement (the “A&R Agreement”), which amends and restates the senior secured credit facility, dated May 18, 2021 (as amended by Amendment No. 1 to Senior Secured Credit Agreement, dated as of November 5, 2021, Amendment No. 2 to Senior Secured Credit Agreement, dated as of March 7, 2022, and the A&R Agreement, the “Credit Agreement”), by and among the Company, amendedas borrower, Citibank, N.A. as administrative agent, and each of the lenders from time to time party thereto. The A&R Agreement provides for, among other things, (a) an upsize of the aggregate principal amount of the revolving credit commitments under the Credit Agreement from $3.0 billion to $5.2 billion, (b) an upsize of the accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the Credit Agreement from up to $5.0 billion to up to $7.0 billion, (c) an extension of the revolver availability period from May 2025 to May 2026, (d) an extension of the scheduled maturity date from May 2026 to May 2027, (e) the replacement of the LIBOR benchmark provisions with SOFR benchmark provisions, including applicable credit spread adjustments, and (f) resetting the minimum shareholders’ equity test.
The Revolving Credit Facility provides for borrowings in U.S. dollars and certain agreed upon foreign currencies in an initial aggregate amount of up to $1.4 billion. Effective September 7, 2021, November 5, 2021, November 16, 2021 and May 6, 2022, the maximum commitment amount of the Revolving Credit Facility was $1.5 billion, $3.0 billion, $3.3 billion and $5.2 billion, respectively. Borrowings under the Revolving Credit Facility are subject to amongcompliance with a borrowing base. The Revolving Credit Facility provides for the issuance of letters of credit on behalf of the Company in an aggregate face amount not to exceed $100 million. Proceeds from the borrowings under the Revolving Credit Facility may be used for general corporate purposes of the Company and its subsidiaries. The period during which the Company may make borrowings on the Revolving Credit Facility expires on May 6, 2026, and the Revolving Credit Facility will mature and all amounts outstanding under the credit facility must be repaid by May 6, 2027, pursuant to an amortization schedule.
Borrowings under the Revolving Credit Facility bear interest at a per annum rate equal to, (x) for loans for which the Company elects the base rate option, the “alternate base rate” (which is the greatest of (a) the prime rate as publicly announced by Citi, (b) the sum of (i) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System plus (ii) 0.5%, and (c) one month LIBOR plus 1% per annum) plus (A) if the gross borrowing base is equal to or greater than 1.6 times the combined revolving debt amount, 0.75%, or (B) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 0.875%, (y) for loans for which the Company elects the Eurocurrency option, the applicable LIBO Rate for the related Interest Period for such Borrowing plus (A) if the gross borrowing base is equal to or greater than 1.6 times the combined revolving debt amount, 1.75%, or (B) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 1.875% and (z) with respect to any loan denominated in Pounds Sterling, SONIA for the applicable date plus (A) if the gross borrowing base is equal to or greater than 1.6 times the combined revolving debt amount, 1.8693%, or (B) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 1.9943%. The
Company will 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 Revolving Credit Facility are secured by a first priority security interest in substantially all of the Company’s assets.
In connection with the Revolving Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other things, increasecustomary requirements for similar facilities. In addition, the maximum commitment amount to $3,000 million from $1,500 million.Company must comply with the following financial covenants: (a) the Company must maintain a minimum shareholders’ equity, measured as of each fiscal quarter end; and (b) the Company must maintain at all times a 150% asset coverage ratio.
The Revolving Credit Facility contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, Citi may terminate the commitments and declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable.
As of September 30, 2022 and December 31, 2021, the Company was in compliance with all covenants and other requirements of the Revolving Credit Facility.
Unsecured Bonds
Private Placement Bonds
June 2024 Notes
On October 13,June 21, 2021, the Company entered into a Note Purchase Agreement (the “2021 Note Purchase Agreement”) governing the issuance of $435.0 million in aggregate principal amount of its 2.56% Series A Senior Notes (the “June 2024 Notes”) to qualified institutional investors in a private placement. The June 2024 Notes were issued on June 21, 2021 and will mature on June 21, 2024 unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the June 2024 Notes will be due semiannually on June 3 and December 3. In addition, the Company is obligated to offer to repay the June 2024 Notes at par if certain change in control events occur. The June 2024 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. In addition, in the event that June 2024 notes receive a below investment grade rating by either one rating agency if there are only one or two rating agencies providing ratings of the June 2024 Notes, or two-thirds of the rating agencies if there are three rating agencies who are rating the notes (a “Below Investment Grade Event”), the June 2024 Notes will bear interest at a fixed rate of 3.56% per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing.
In connection with the June 2024 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 2.56% and pays a floating interest rate of SOFR + 0.93% on a notional amount of $435 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
As of September 30, 2022 and December 31, 2021, the Company was in compliance with all covenants and other requirements of the June 2024 Notes.
June 2026 Notes
On August 17, 2021, the Company entered into the first supplement (the “First Supplement”) to the 2021 Note Purchase Agreement, governing the issuance of $400.0 million in aggregate principal amount of its 3.27% Series B Senior Notes (the “June 2026 Notes”) to qualified institutional investors in a private placement. The June 2026 Notes were issued on June 21, 2021 and will mature on June 21, 2026 unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the June 2026 Notes will be due semiannually on February 17 and August 17. In addition, the Company is obligated to offer to repay the June 2026 Notes at par if certain change in control events occur. The June 2026 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. In addition, in the event of a Below Investment Grade Event,
the June 2026 Notes will bear interest at a fixed rate of 4.27% per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing.
As of September 30, 2022 and December 31, 2021, the Company was in compliance with all covenants and other requirements of the June 2026 Notes.
May 2027 Notes
On May 3, 2022, the Company entered into a Note Purchase Agreement (the “May 2022 Note Purchase Agreement”) governing the issuance of $625.0 million in aggregate principal amount 5.61% Series A Senior Notes (the “May 2027 Notes”) to qualified institutional investors in a private placement. The May 2027 Notes were issued on May 3, 2022 and will mature on May 3, 2027 unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the May 2027 Notes will be due semiannually. In addition, the Company is obligated to offer to repay the May 2027 Notes at par if certain change in control events occur. The May 2027 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. In addition, in the event that a Below Investment Grade Event occurs, the May 2027 Notes will bear interest at a fixed rate of 6.61% per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing.
In connection with the May 2027 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 5.61% and pays a floating interest rate of SOFR + 2.79% on a notional amount of $625 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
As of September 30, 2022, the Company was in compliance with all covenants and other requirements of the May 2027 Notes.
Rule 144A Notes
The Company issued unsecured notes, as further described below: September 2024 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes, March 2027 Notes, January 2025 Notes, January 2029 Notes, March 2025 Notes, April 2026 UK Bonds,and September 2025 Notes, which are collectively referred to as the “Unsecured Notes.”
The Unsecured Notes contain certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, whether or not it is subject to those requirements, and to provide financial information to the holders of the Unsecured Notes and the 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 each respective indenture governing the Unsecured Notes (the “Unsecured Notes Indentures”).
In addition, on the occurrence of a “change of control repurchase event,” as defined in each respective Unsecured Notes Indenture, the Company will generally be required to make an offer to purchase the outstanding Unsecured Notes at a price equal to 100% of the principal amount of such Unsecured Notes plus accrued and unpaid interest to the repurchase date.
As of September 30, 2022 and December 31, 2021, the Company was in compliance with all covenants and other requirements of the Unsecured Notes.
September 2024 Notes
On September 15, 2021, the Company issued $350 million aggregate principal amount of 2.625% 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 New 2026 Notes Indenture and have identical terms to the Company's $900 million New 2026 Notes that were issued on September 15, 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 November 2, 2021, the Company issued €500$365 million aggregate principal amount of 1.750% notes due 2024 (the “September 2024 Notes”) pursuant to an indenture (the “Base Indenture”) and a supplemental indenture, each dated as of September 15, 2021 (and together with the Base Indenture, the “September 2024 Notes Indenture”), between the Company and U.S. Bank Trust Company (as successor in interest to U.S. Bank National Association, the “Trustee”).
The September 2024 Notes will mature on September 15, 2024 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the September 2024 Notes Indenture. The September 2024 Notes bear interest at a rate of 1.750% per year payable semi-annually on March 15 and September 15 of
each year, commencing on March 15, 2022. The September 2024 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the September 2024 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
In connection with the September 2024 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 1.75% and pays a floating interest rate of SOFR + 0.08% on a notional amount of $365 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
December 2026 Notes
On September 15, 2021, the Company issued $900.0 million aggregate principal amount of 2.625% notes due 2026 (the “December 2026 Eurobonds”Notes”) pursuant to a supplemental indenture, dated as of November 2,September 15, 2021 (and together with the Base Indenture, the “December 2026 EurobondsNotes Indenture”), to the Base Indenture between the Company and the Trustee.
The December 2026 EurobondsNotes will mature on November 30,December 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 December 2026 EurobondsNotes Indenture. The December 2026 EurobondsNotes bear interest at a rate of 1.750%2.625% per year payable annuallysemi-annually on November 30June 15 and December 15 of each year, commencing on November 30, 2021.June 15, 2022. The December 2026 EurobondsNotes 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 December 2026 Eurobonds,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.
On October 13, 2021, the Company issued $350.0 million aggregate principal amount of 2.625% Notes due 2026 (“December 2026 Notes Upsize”) under the Company's Base Indenture and December 2026 Notes Indenture. The December 2026 Notes Upsize were issued as “Additional Notes” under the December 2026 Notes Indenture and have identical terms to the Company's $900.0 million September 2026 Notes that were issued on September 15, 2021, other than the issue date and the issue price. The December 2026 Notes Upsize will be treated as a single class of notes with the December 2026 Notes for all purposes under the Indenture.
In connection with the December 2026 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 2.625% and pays a floating interest rate of SOFR + 0.26% on a notional amount of $1,250 million. The Company designated the interest rate swap as the hedging instrument in qualifying hedge accounting relationship.
November 2026 Eurobonds Indenture contains certain covenants, including covenants requiring
On November 2, 2021, the Company issued €500.0 million aggregate principal amount of 1.750% notes due 2026 (the “November 2026 Eurobonds”) pursuant to complya supplemental indenture, dated as of November 2, 2021 (and together with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) ofBase Indenture, the 1940 Act, whether or not it is subject to those requirements, and to provide financial information“November 2026 Eurobonds Indenture”), to the holders ofBase Indenture between the NotesCompany and the Trustee ifTrustee.
The November 2026 Eurobonds will mature on November 30, 2026 and may be redeemed in whole or in part at the Company is no longer subjectCompany’s option at any time or from time to time at the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are describedredemption prices set forth in the November 2026 Eurobonds Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the The November 2026 Eurobonds Indenture,bear interest at a rate of 1.750% per year payable annually on November 30 of each year, commencing on November 30, 2021. The November 2026 Eurobonds are general unsecured obligations of the Company will generally be requiredthat rank senior in right of payment to make an offerall of the Company's existing and future indebtedness that is expressly subordinated in right of payment to purchase the outstanding Notes at a price equalNovember 2026 Eurobonds, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to 100%any of the Company’s secured indebtedness (including unsecured indebtedness that the Company secures) to the extent of the value of the assets securing such indebtedness, and rank
structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries, financing vehicles or similar facilities.
November 2024 Notes
On November 22, 2021, the Company issued $500.0 million aggregate principal amount of such2.350% notes due 2024 (the “November 2024 Notes”) pursuant to a supplemental indenture, dated as of November 22, 2021 (and together with the Base Indenture, the “November 2024 Notes plus accruedIndenture”), between the Company and unpaidthe Trustee.
The November 2024 Notes will mature on November 22, 2024 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the 2.350% Notes Indenture. The November 2024 Notes bear interest at a rate of 2.350% per year payable semi-annually on May 22 and November 22 of each year, commencing on May 22, 2022. The November 2024 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the repurchase date.November 2024 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
In connection with the November 2024 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 2.350% and pays a floating interest rate of SOFR + 0.66% on a notional amount of $500.0 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
March 2027 Notes
On November 22, 2021, the Company issued $1.0 billion aggregate principal amount of 3.250% notes due 2024 (the “March 2027 Notes”) pursuant to a supplemental indenture, dated as of November 22, 2021 (and together with the Base Indenture, the “March 2027 Notes Indenture”), between the Company and the Trustee.
The March 2027 Notes will mature on March 15, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the March 2027 Notes Indenture. The March 2027 Notes bear interest at a rate of 3.250% per year payable semi-annually on March 15 and September 15 of each year, commencing on March 15, 2022. The March 2027 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the March 2027 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
January 2025 Notes
On January 18, 2022, the Company issued $500.0 million aggregate principal amount of 2.700% notes due in 2025 (the “January 2025 Notes”) pursuant to a supplemental indenture, dated as of January 18, 2022 (and together with the Base Indenture, the “January 2025 Notes Indenture”), to the Base Indenture between the Company and the Trustee.
The January 2025 Notes will mature on January 15, 2025 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the 2025 Notes Indenture. The 2025 Notes bear interest at a rate of 2.700% per year payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2022. The 2025 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2025 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
In connection with the January 2025 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 2.70% and pays a floating interest rate of SOFR + 0.99% on a notional amount of $500 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
January 2029 Notes
On January 18, 2022, the Company issued $650.0 million aggregate principal amount of 4.000% notes due in 2029 (the “January 2029 Notes”) pursuant to a supplemental indenture, dated as of January 18, 2022 (and together with the Base Indenture, the “January 2029 Notes Indenture”), to the Base Indenture between the Company and the Trustee.
The January 2029 Notes will mature on January 15, 2029 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the January 2029 Notes Indenture. The January 2029 Notes bear interest at a rate of 4.000% per year payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2022. The January 2029 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the January 2029 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
March 2025 Notes
On March 24, 2022, the Company issued $900.0 million aggregate principal amount of 4.700% notes due in 2025 (the “March 2025 Notes”) pursuant to a supplemental indenture, dated as of March 24, 2022 (and together with the Base Indenture, the “March 2025 Notes Indenture”), to the Base Indenture between the Company and the Trustee.
The March 2025 Notes will mature on March 24, 2025 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The March 2025 Notes bear interest at a rate of 4.700% per year payable semi-annually on March 24 and September 24 of each year, commencing on September 24, 2022. The March 2025 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the March 2025 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
In connection with the March 2025 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 4.70% and pays a floating interest rate of SOFR + 2.43% on notional amounts of $500 million and $400 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
April 2026 UK Bonds
On April 14, 2022, the Company issued £250.0 million in aggregate principal amount of its 4.875% notes due 2026 (the “April 2026 UK Bonds”) pursuant to a supplemental indenture, dated as of April 14, 2022 (and together with the Base Indenture, the “April 2026 Notes Indenture”), to the Base Indenture between the Company and the Trustee.
The April 2026 Notes will mature on April 14, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The April 2026 Notes bear interest at a rate of 4.875% per year payable annually on April 14 of each year, commencing April 14, 2023. The April 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 April 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing
such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
In connection with the April 2026 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 4.875% and pays a floating interest rate of SONIA + 2.78% on a notional amount of £250.0 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
September 2025 Notes
On September 27, 2022, the Company issued $600.0 million aggregate principal amount of 7.050% notes due in 2025 (the “September 2025 Notes”) pursuant to a supplemental indenture, dated as of September 27, 2022 (and together with the Base Indenture, the “September 2025 Notes Indenture”), to the Base Indenture between the Company and the Trustee.
The September 2025 Notes will mature on September 29, 2025 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the September 2025 Indenture. The September 2025 Notes bear interest at a rate of 7.050% per year payable semi-annually on March 29 and September 29 of each year, commencing on March 29, 2023. The September 2025 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the September 2025 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
In connection with the September 2025 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 7.050% and pays a floating interest rate of SOFR + 2.93% on a notional amount of $600.0 million. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
Debt Securitizations
The Company has determined that the securitization vehicles noted below operate as an extension of the Company and therefore, will be consolidated by the Company.
2021-1 BSL Debt Securitization
On June 29, 2021, the Company completed a $876.6 million term debt securitization (the “2021-1 BSL Debt Securitization”), $819.5 million of which was funded on the closing date. Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the 2021-1 BSL Debt Securitization (collectively, the “2021-1 BSL Notes”) were issued by BCRED BSL CLO 2021-1, Ltd. (“BCRED BSL CLO Issuer”), a special purpose vehicle with its ordinary shares owned in a Cayman Islands charitable trust, and BCRED BSL CLO 2021-1, LLC, wholly-owned subsidiary of BCRED BSL CLO Issuer (collectively, the “2021-1 BSL Issuers”), and are secured by a diversified portfolio of senior secured loans and participation interests therein. The Company holds the subordinated notes of BCRED BSL CLO Issuer representing a residual economic interest in BCRED BSL CLO Issuer.
The following table presents information on the secured and unsecured notes issued in the 2021-1 BSL Debt Securitization:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | September 30, 2022 |
| Description | | Type | | Principal Outstanding | | Interest Rate | | Credit Rating | |
| Class A Notes | | Senior Secured Floating Rate | | $ | 499,800 | | | L+1.25% | | Aaa | |
| Class B Notes | | Senior Secured Floating Rate | | 38,760 | | | L+1.80% | | Aa2 | |
| Class C Notes | | Mezzanine Secured Deferrable Floating Rate | | 59,160 | | | L+2.15% | | A2 | |
| Class D Notes | | Mezzanine Secured Deferrable Floating Rate | | 65,280 | | | L+3.35% | | Baa3 | |
| Class E Notes(1) | | Junior Secured Deferrable Floating Rate | | — | | | L+7.00% | | Ba3 | |
| Total Secured Notes | | | | 663,000 | | | | | | |
| Subordinated Notes (2) | | | | 156,500 | | | None | | Not rated | |
| Total 2021-1 BSL Notes | | | | $ | 819,500 | | | | | | |
(1)The Class E Notes were initially issued as unfunded, undrawn class of notes, in the amount of $57.1 million, that may be funded after closing at direction of the Company.
(2)The Company retained all of the Subordinated Notes issued in the 2021-1 Debt Securitization which are eliminated in consolidation.
The 2021-1 BSL Notes mature in July 2034, unless redeemed by the 2021-1 BSL Issuers, at the direction of the Company as holder of the Subordinated Notes on any business day after July 20, 2023. In connection with the sale and contribution, the Company has made customary representations, warranties and covenants to the 2021-1 BSL Issuers. The Class A Notes, Class B Notes, Class C Notes and Class D Notes are the secured obligations of the 2021-1 BSL Issuers and the Class E Notes and Subordinated Notes are the unsecured obligations of BCRED BSL CLO Issuer. The indenture governing the 2021-1 BSL Notes includes customary covenants and events of default.
The 2021-1 BSL Notes have not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
The Company serves as collateral manager to BCRED BSL CLO Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.
2021-2 Debt Securitization
On November 1, 2021, the Company completed a $603.7 million term debt securitization (the “2021-2 Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the 2021-2 Debt Securitization (collectively, the “2021-2 Notes”) were issued by BCRED BSL CLO 2021-2, Ltd. (“BCRED BSL CLO 2 Ltd.”Issuer”), a special purpose vehicle with its ordinary shares owned in a Cayman Islands charitable trust, and BCRED BSL CLO 2021-2, LLC, a wholly-owned and consolidated subsidiariessubsidiary of the CompanyBCRED BSL CLO 2 Issuer (collectively, the “2021-2 Issuers”), and are secured by a diversified portfolio of senior secured loans and participation interests therein. The Company holds the subordinated notes of BCRED BSL CLO 2 Issuer representing a residual economic interest in BCRED BSL CLO 2 Issuer.
The following table presents information on the secured and unsecured notes issued in the 2021-2 Debt Securitization:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | September 30, 20212022 |
| Description | | Type | | Principal Outstanding | | Interest Rate | | Credit Rating | |
| Class A-L Loans | | Senior Secured Floating Rate | | $ | 218,000 | | | L+1.22% | | Aaa | |
| Class A Notes | | Senior Secured Floating Rate | | 149,500 | | | L+1.22% | | Aaa | |
| Class B Notes | | Senior Secured Floating Rate | | 38,100 | | | L+1.75% | | Aa2 | |
| Class C Notes | | Mezzanine Secured Deferrable Floating Rate | | 48,000 | | | L+2.05% | | A | |
| Class D Notes | | Mezzanine Secured Deferrable Floating Rate | | 52,200 | | | L+3.15% | | BBB- | |
| Total Secured Notes | | | | 505,800 | | | | | | |
Subordinated Notes (1) | | | | 97,850 | | | None | | Not rated | |
| Total 2021-2 Notes | | | | $ | 603,650 | | | | | | |
(1)The Company retained all of the Subordinated Notes issued in the 2021-2 Debt Securitization which are eliminated in consolidation.
The 2021-2 Notes mature in October 2034, unless redeemed by the 2021-2 Issuers, at the direction of the Company as holder of the Subordinated Notes on any business day after October 20, 2023. In connection with the sale and contribution, the Company has made customary representations, warranties and covenants to the 2021-2 Issuers. The Class A-L Loans, Class A Notes, Class B Notes, Class C Notes and Class D Notes are the secured obligations of the 2021-2 Issuers and the Subordinated Notes are the unsecured obligations of BCRED BSL CLO 2 Ltd.Issuer. The indenture governing the 2021-2 Notes includesand the credit agreement governing the Class A-L Loans include customary covenants and events of default.
The 2021-2 Notes have not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
The Company serves as collateral manager to BCRED BSL CLO 2 Ltd.Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.
2021-1 MML Debt Securitization
On December 15, 2021, the Company completed a $1,001.0 million term debt securitization (the “MML 2021-1 Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the MML 2021-1 Debt Securitization (collectively, the “MML 2021-1 Notes”) were issued by BCRED MML CLO 2021-1 LLC (the “MML 2021-1 Issuer”), a wholly-owned and consolidated (for tax and accounting purposes) subsidiary of the Company, and are primarily secured by a diversified portfolio of middle market loans and participation interests therein.
The following table presents information on the secured and unsecured notes issued in the MML 2021-1 Debt Securitization: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | September 30, 2022 |
| Description | | Type | | Principal Outstanding | | Interest Rate | | Credit Rating | |
| Class A Loans | | Senior Secured Floating Rate | | $ | 50,000 | | | L+1.48% | | Aaa | |
| Class A Notes | | Senior Secured Floating Rate | | 480,000 | | | L+1.48% | | Aaa | |
| Class B Notes | | Senior Secured Floating Rate | | 80,000 | | | L+1.90% | | Aa2 | |
| Class C Notes | | Mezzanine Secured Deferrable Floating Rate | | 80,000 | | | L+2.60% | | A2 | |
| Total Secured Notes | | | | 690,000 | | | | | | |
| Subordinated Notes (1) | | | | 311,000 | | | None | | Not rated | |
| Total MML 2021-1 Notes | | | | $ | 1,001,000 | | | | | | |
(1)The Company retained all of the Subordinated Notes issued in the 2021-1 Debt Securitization which are eliminated in consolidation.
The Company retained all of the Subordinated Notes issued in the Debt Securitization in part in exchange for the Company’s sale and contribution to the Issuer of the initial closing date portfolio. The Debt is scheduled to mature on January 15, 2035; however the Debt may be redeemed by the Issuer, at the direction of the Fund as holder of the Subordinated Notes, on any business day after December 15, 2023. In connection with the sale and contribution, the Fund has made customary representations, warranties and covenants to the Issuer. The Class A Notes, the Class A Loans, Class B Notes and Class C Notes are secured obligations of the Issuer, the Subordinated Notes are the unsecured obligations of the Issuer, and the indenture governing the Notes and the credit agreement governing the Class A Loans, each include customary covenants and events of default.
The MML 2021-1 Debt has not been, and will not be, registered under the Securities Act, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.
The Company serves as collateral manager to the MML 2021-1 Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.
2022-1 MML Debt Securitization
On March 15, 2022, the Company completed a $1.09 billion term debt securitization (the “MML 2022-1 Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the MML 2022-1 Debt Securitization (collectively, the “MML 2022-1 Notes”) were issued by BCRED MML CLO 2022-1 LLC (the “MML 2022-1 Issuer”), a wholly-owned and consolidated (for tax and accounting purposes) subsidiary of the Company, and are primarily secured by a diversified portfolio of middle market loans and participation interests therein.
The following table presents information on the secured and unsecured notes issued in the MML 2022-1 Debt Securitization: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | September 30, 2022 |
| Description | | Type | | Principal Outstanding | | Interest Rate | | Credit Rating | |
| Class A-1 Notes | | Senior Secured Floating Rate | | $ | 525,000 | | | SOFR+1.65% | | Aaa | |
| Class A-2 Notes | | Senior Secured Fixed | | 80,000 | | | 3.41% | | Aaa | |
| Class B Notes | | Senior Secured Floating Rate | | 66,000 | | | SOFR+2.00% | | Aa2 | |
| Class C Notes | | Mezzanine Secured Deferrable Floating Rate | | 88,000 | | | SOFR+2.75% | | A2 | |
| Total Secured Notes | | | | 759,000 | | | | | | |
| Subordinated Notes (1) | | | | 331,360 | | | None | | Not rated | |
| Total MML 2022-1 Notes | | | | $ | 1,090,360 | | | | | | |
(1)The Company retained all of the Subordinated Notes issued in the MML 2022-1 Debt Securitization which are eliminated in consolidation.
The Company retained all of the Subordinated Notes issued in the MML 2022-1 Debt Securitization in part in exchange for the Company’s sale and contribution to the MML 2022-1 Issuer of the initial closing date portfolio. The MML 2022-1 Notes are scheduled to mature on April 20, 2035; however the MML 2022-1 Notes may be redeemed by the MML 2022-1 Issuer, at the direction of the Company as holder of the Subordinated Notes, on any business day after April 20, 2024. In connection with the sale and contribution, the Company has made customary representations, warranties and covenants to the MML 2022-1 Issuers. The Class A-1 Notes, Class A-2 Notes, Class B Notes and Class C Notes are secured obligations of the MML 2022-1 Issuer, the Subordinated Notes are the unsecured obligations of the MML 2022-1 Issuer, and the indenture governing the MML 2022-1 Notes includes customary covenants and events of default.
MML 2022-1 Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.
The Company serves as collateral manager to the MML 2022-1 Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.
2022-1 BSL Debt Securitization
On June 9, 2022, the Company completed a $589.75 million term debt securitization (the “2022-1 BSL Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the 2022-1 BSL Debt Securitization (collectively, the “2022-1 BSL Notes”) were issued by BCRED BSL CLO 2022-1, Ltd. (the “2022-1 BSL Issuer”), a wholly-owned and consolidated (for tax and accounting purposes) subsidiary of the Company, and BCRED BSL CLO 2022-1, LLC (the “2022-1 BSL Co-Issuer”), and are primarily secured by a diversified portfolio of broadly syndicated loans and participation interests therein.
The following table presents information on the secured and unsecured notes issued in the Debt Securitization:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | September 30, 2022 |
| Description | | Type | | Principal Outstanding | | Interest Rate | | Credit Rating | |
| Class A-1A Notes | | Senior Secured Floating Rate | | $ | 292,000 | | | SOFR+1.58% | | Aaa (sf) | |
| Class A-1B Notes | | Senior Secured Fixed Rate | | 50,000 | | | 4.34% | | Aaa (sf) | |
| Class A-2 Notes | | Senior Secured Floating Rate | | 12,000 | | | SOFR+2.00% | | AAA (sf) | |
| Class B-1 Notes | | Senior Secured Floating Rate | | 40,000 | | | SOFR+2.35% | | AA (sf) | |
| Class B-2 Notes | | Senior Secured Fixed Rate | | 26,000 | | | 4.98% | | AA (sf) | |
| Class C Notes (1) | | Secured Deferrable Floating Rate | | 51,000 | | | SOFR+2.60% | | A (sf) | |
| Class D Notes (1) | | Mezzanine Secured Deferrable Floating Rate | | 39,000 | | | SOFR+3.69% | | BBB- (sf) | |
| Class E Notes (1) | | Junior Secured Deferrable Floating Rate | | 21,000 | | | SOFR+7.33% | | BB- (sf) | |
| Total Secured Notes | | | | 531,000 | | | | | | |
| Subordinated Notes (1) | | | | 58,750 | | | None | | Not rated | |
| Total 2022-1 BSL Notes | | | | $ | 589,750 | | | | | | |
(1)The Company retained all of the Class C Notes, the Class D Notes, the Class E Notes and the Subordinated Notes issued in the 2022-1 BSL Debt Securitization which are eliminated in consolidation.
The Company retained all of the Class C Notes, the Class D Notes, the Class E Notes and the Subordinated Notes issued in the 2022-1 BSL Debt Securitization. The 2022-1 BSL Notes are scheduled to mature on July 20, 2035; however the 2022-1 BSL Notes may be redeemed by the 2022-1 BSL Issuer, at the direction of the Company as holder of the Subordinated Notes, on any business day after, in the case of any Class of Notes other than the Class A-1 Notes, July 20, 2024, and in the case of the Class A-1 Notes, July 20, 2035. The Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes and Class D Notes are secured obligations of the 2022-1 BSL Issuer and the 2022-1 BSL Co-Issuer, the Class E Notes are the secured obligations of the 2022-1 BSL Issuer, the Subordinated Notes are the unsecured obligations of the 2022-1 BSL Issuer, and the indenture governing the 2022-1 BSL Notes includes customary covenants and events of default.
The 2022-1 BSL Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.
The Company serves as collateral manager to the 2022-1 BSL Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.
2022-2 MML Debt Securitization
On August 12, 2022, the Company completed a $498.105 million term debt securitization (the “MML 2022-2 DebtSecuritization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes and loans offered in the MML 2022-2 Debt Securitization (collectively, the “Debt”) were issued (or incurred, as applicable) by BCRED MML CLO 2022-2 LLC (the “MML 2022-2 Issuer”), a wholly-owned and consolidated (for tax and accounting purposes) subsidiary of the Company, and are primarily secured by a diversified portfolio of middle market loans and participation interests therein.
The following table presents information on the secured and unsecured notes issued and the secured loans incurred in the Debt Securitization:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | September 30, 2022 |
| Description | | Type | | Principal Outstanding | | Interest Rate | | Credit Rating |
| Class A-L Loans | | Senior Secured Floating Rate | | $ | 275,000 | | | SOFR+2.10% | | Aaa (sf) |
| Class B-1 Notes | | Senior Secured Floating Rate | | 14,000 | | | SOFR+3.35% | | Aaa (sf) |
| Class B-2 Notes | | Senior Secured Fixed Rate | | 11,500 | | | 5.88% | | AAA (sf) |
| Class C Notes (1) | | Mezzanine Secured Deferrable Floating Rate | | 40,500 | | | SOFR+2.50% | | AA (sf) |
| Total Secured Debt | | | | 341,000 | | | | | |
| Subordinated Notes (1) | | Subordinated | | 157,105 | | | N/A | | N/A |
| Total Debt | | | | $ | 498,105 | | | | | |
(1)The Company retained all of the Class C Notes and the Subordinated Notes issued in the 2022-2 MMLu Debt Securitization which are eliminated in consolidation.
The Company retained all of the Class C Notes and the Subordinated Notes issued in the MML 2022-2 Debt Securitization in part in exchange for the Company’s sale and contribution to the MML 2022-2 Issuer of the initial closing date portfolio. The Debt is scheduled to mature on July 18, 2034; however the Debt may be redeemed by the MML 2022-2 Issuer, at the direction of the Company as holder of the Subordinated Notes, on any business day after August 12, 2024. In connection with the sale and contribution, the Company has made customary representations, warranties and covenants to the Issuers. The Class A-L Loans, Class B-1 Notes, Class B-2 Notes and Class C Notes are secured obligations of the MML 2022-2 Issuer, the Subordinated Notes are the unsecured obligations of the MML 2022-2 Issuer, and the indenture governing the Debt includes customary covenants and events of default.
The Debt has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.
The Company serves as collateral manager to the MML 2022-2 Issuer under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.
Short-Term Borrowings
Master Repurchase Agreements
On June 15, 2021 and June 16, 2021, the Company entered into Master Repurchase Agreements (the “Repurchase Agreements”) with certain banks to provide short-term borrowings which the Company utilizes from time-to-time to manage its working capital needs. As part of the Repurchase Agreements, the Company can sell a security to the lender for cash with an agreement to buy it back in the future at a pre-determined price. The Company’s ability to draw down borrowings under the agreement is subject to 1940 Act leverage limitations and dependent on the Company pledging eligible assets to the banks as collateral. No commitment fees were paid in connection with execution of these agreements. Certain of the Company's investments serve as collateral for the Company's obligations under the Repurchase Agreements and the carrying value of pledged investments was $844.1 million as of September 30, 2022.
Short-term borrowings under the Repurchase Agreements bore interest at an average applicable margin of 2.32% per annum as of September 30, 2022. As of September 30, 2022 the Company had $844.1 million of short-term borrowings under the Repurchase Agreements.
Other Short-Term Borrowings
In order to finance certain investment transactions, the Company may, from time to time, enter into repurchase agreements, whereby the Company sells to a third party an investment that it holds and concurrently enters into an agreement to repurchase the same investment at an agreed-upon price at a future date, generally not to exceed 180-days from the date it was sold (each a “Short Term Financing Transaction”).
As of September 30, 2022 the Company had no borrowings under Short Term Financing Transactions with a third party.
In accordance with ASC 860, Transfers and Servicing, the Master Repurchase Agreements and the Short Term Financing Transactions meet the criteria for secured borrowings. Accordingly, the investment financed by these agreements remains on the Company’s Consolidated Statements of Assets and Liabilities as an asset, and the Company records a liability to reflect its repurchase obligation to a third party which is reported as debt on the Company’s Statements of Assets and Liabilities. The repurchase obligation is secured by the respective investment that is the subject of the repurchase agreement. Interest expense associated with the repurchase obligation is reported on the Company’s Consolidated Statements of Operations within interest expense.
The Company’s outstanding debt obligations were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2022 |
| Aggregate
Principal
Committed | | Outstanding
Principal | | Carrying
Value | | Unused
Portion (1) | | Amount
Available (2) |
| Bard Peak Funding Facility (3) | $ | 1,650,000 | | | $ | 1,449,196 | | | $ | 1,449,196 | | | $ | 200,804 | | | $ | 200,804 | |
| Castle Peak Funding Facility (4) | 1,600,000 | | | 1,195,027 | | | 1,195,027 | | | 404,973 | | | 327,034 | |
| Maroon Peak Funding Facility | 800,000 | | | 800,000 | | | 800,000 | | | — | | | — | |
| Summit Peak Funding Facility (5) | 2,300,000 | | | 1,535,572 | | | 1,535,572 | | | 764,428 | | | 111,342 | |
| Denali Peak Funding Facility | 750,000 | | | 749,800 | | | 749,800 | | | 200 | | | 200 | |
| Bushnell Peak Funding Facility | 600,000 | | | 600,000 | | | 600,000 | | | — | | | — | |
| Granite Peak Funding Facility | 750,000 | | | 562,700 | | | 562,700 | | | 187,300 | | | 113,734 | |
| Middle Peak Funding Facility | 800,000 | | | 599,950 | | | 599,950 | | | 200,050 | | | 200,050 | |
| Bison Peak Funding Facility | 1,500,000 | | | 1,467,300 | | | 1,467,300 | | | 32,700 | | | 32,700 | |
| Blanca Peak Funding Facility | 1,500,000 | | | 1,000,000 | | | 1,000,000 | | | 500,000 | | | 380,923 | |
| Windom Peak Funding Facility(6) | 2,000,000 | | | 1,612,648 | | | 1,612,648 | | | 387,352 | | | 386,613 | |
| Monarch Peak Funding Facility | 2,000,000 | | | 1,123,400 | | | 1,123,400 | | | 876,600 | | | 46,780 | |
| Borah Peak Funding Facility | 400,000 | | | 381,000 | | | 381,000 | | | 19,000 | | | 19,000 | |
| Naomi Peak Funding Facility | 400,000 | | | 340,000 | | | 340,000 | | | 60,000 | | | 60,000 | |
| Meridian Peak Funding Facility | 500,000 | | | 100,000 | | | 100,000 | | | 400,000 | | | 400,000 | |
| 2022-1 BSL WH | 400,000 | | | 168,000 | | | 168,000 | | | 232,000 | | | 232,000 | |
| Revolving Credit Facility (7) | 5,150,000 | | | 1,543,710 | | | 1,543,710 | | | 3,606,290 | | | 3,578,119 | |
| June 2024 Notes (8)(11) | 435,000 | | | 435,000 | | | 413,517 | | | — | | | — | |
| June 2026 Notes (8) | 400,000 | | | 400,000 | | | 397,444 | | | — | | | — | |
| September 2024 Notes (8)(11) | 365,000 | | | 365,000 | | | 344,879 | | | — | | | — | |
| December 2026 Notes (8)(11) | 1,250,000 | | | 1,250,000 | | | 1,155,655 | | | — | | | — | |
| November 2026 Eurobonds (8)(9) | 580,475 | | | 580,475 | | | 484,402 | | | — | | | — | |
| November 2024 Notes (8)(11) | 500,000 | | | 500,000 | | | 470,872 | | | — | | | — | |
| March 2027 Notes (8) | 1,000,000 | | | 1,000,000 | | | 988,722 | | | — | | | — | |
| January 2025 Notes (8)(11) | 500,000 | | | 500,000 | | | 469,326 | | | — | | | — | |
| January 2029 Notes (8) | 650,000 | | | 650,000 | | | 638,778 | | | — | | | — | |
| March 2025 Notes (8)(11) | 900,000 | | | 900,000 | | | 852,378 | | | — | | | — | |
| May 2027 Notes (8)(11) | 625,000 | | | 625,000 | | | 593,636 | | | — | | | — | |
| April 2026 UK Bonds (8)(9)(12) | 326,925 | | | 326,925 | | | 248,301 | | | — | | | — | |
| September 2025 Notes | 600,000 | | | 600,000 | | | 590,541 | | | — | | | — | |
| 2021-1 BSL Debt (10) | 663,000 | | | 663,000 | | | 661,975 | | | — | | | — | |
| 2022-1 BSL Debt (10) | 420,000 | | | 420,000 | | | 418,376 | | | — | | | — | |
| 2021-2 Debt (10) | 505,800 | | | 505,800 | | | 504,222 | | | — | | | — | |
| MML 2021-1 Debt (10) | 690,000 | | | 690,000 | | | 685,943 | | | — | | | — | |
| MML 2022-1 Debt (10) | 759,000 | | | 759,000 | | | 753,757 | | | — | | | — | |
| MML 2022-2 Debt(10) | 300,500 | | | 300,500 | | | 297,971 | | | — | | | — | |
| Short-Term Borrowings | 844,083 | | | 844,083 | | | 844,083 | | | — | | | — | |
| Total | $ | 35,414,783 | | | $ | 27,543,087 | | | $ | 27,043,081 | | | $ | 7,871,697 | | | $ | 6,089,299 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 |
| Aggregate
Principal
Committed | | Outstanding
Principal | | Carrying
Value | | Unused
Portion (1) | | Amount
Available (2) |
| Bard Peak Funding Facility (3) | $ | 1,650,000 | | | $ | 879,000 | | | $ | 879,000 | | | $ | 771,000 | | | $ | — | |
| Castle Peak Funding Facility (4) | 1,600,000 | | | 1,171,809 | | | 1,171,809 | | | 428,191 | | | 131,041 | |
| Maroon Peak Funding Facility | 700,000 | | | 483,952 | | | 483,952 | | | 216,048 | | | 216,048 | |
| Summit Peak Funding Facility (5) | 2,000,000 | | | 1,643,154 | | | 1,643,154 | | | 356,846 | | | 86,767 | |
| Denali Peak Funding Facility | 675,000 | | | 668,400 | | | 668,400 | | | 6,600 | | | 6,600 | |
| Bushnell Peak Funding Facility | 600,000 | | | 395,500 | | | 395,500 | | | 204,500 | | | 98,376 | |
| Granite Peak Funding Facility | 250,000 | | | 248,000 | | | 248,000 | | | 2,000 | | | 2,000 | |
| Middle Peak Funding Facility | 800,000 | | | 799,550 | | | 799,550 | | | 450 | | | 68 | |
| Bison Peak Funding Facility | 1,500,000 | | | 1,320,800 | | | 1,320,800 | | | 179,200 | | | 69,364 | |
| Blanca Peak Funding Facility | 1,000,000 | | | 892,800 | | | 892,800 | | | 107,200 | | | 107,200 | |
| Windom Peak Funding Facility(6) | 1,000,000 | | | 989,759 | | | 989,759 | | | 10,241 | | | 6,471 | |
| Monarch Peak Funding Facility | 1,000,000 | | | 567,400 | | | 567,400 | | | 432,600 | | | 68,250 | |
| Revolving Credit Facility (7) | 3,250,000 | | | 1,144,422 | | | 1,144,422 | | | 2,105,578 | | | 2,105,578 | |
| June 2024 Notes (8) | 435,000 | | | 435,000 | | | 431,854 | | | — | | | — | |
| June 2026 Notes (8) | 400,000 | | | 400,000 | | | 396,952 | | | — | | | — | |
| September 2024 Notes (8) | 365,000 | | | 365,000 | | | 361,805 | | | — | | | — | |
| December 2026 Notes (8) | 1,250,000 | | | 1,250,000 | | | 1,227,844 | | | — | | | — | |
| November 2026 Eurobonds (8)(9) | 569,958 | | | 569,958 | | | 563,695 | | | — | | | — | |
| November 2024 Notes (8) | 500,000 | | | 500,000 | | | 496,054 | | | — | | | — | |
| March 2027 Notes (8) | 1,000,000 | | | 1,000,000 | | | 987,298 | | | — | | | — | |
| 2021-1 BSL Debt (10) | 663,000 | | | 663,000 | | | 661,910 | | | — | | | — | |
| 2021-2 Debt (10) | 505,800 | | | 505,800 | | | 504,124 | | | — | | | — | |
| MML 2021-1 Debt (10) | 690,000 | | | 690,000 | | | 685,696 | | | — | | | — | |
| Short-Term Borrowings | 718,156 | | | 718,156 | | | 718,156 | | | — | | | — | |
| Total | $ | 23,121,914 | | | $ | 18,301,460 | | | $ | 18,239,934 | | | $ | 4,820,454 | | | $ | 2,897,763 | |
(1)The unused portion is the amount upon which commitment fees, if any, are based.
(2)The amount available reflects any limitations related to each respective credit facility’s borrowing base.
(3)Under the Bard Peak Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2022, the Company had borrowings denominated in Canadian Dollars (CAD) and Euros (EUR) of 39.2 million and 36.0 million, respectively.
(4)Under the Castle Peak Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2022, the Company had borrowings denominated in Canadian Dollars (CAD), British Pounds (GBP), and Euros (EUR) of 60.0 million, 42.4 million, and 36.0 million respectively. As of December 31, 2021, the Company had borrowings denominated in Canadian Dollars (CAD) and British Pounds (GBP) of 60.0 million and 42.4 million, respectively.
(5)Under the Summit Peak Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2022, the Company had borrowings denominated in Canadian Dollars (CAD) and British Pounds (GBP) of 99.2 million and 6.1 million, respectively. As of December 31, 2021, the Company had borrowings denominated in Canadian Dollars (CAD) of 60.0 million.
(6)Under the Windom Peak Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2022 and December 31, 2021, the Company had borrowings denominated in British Pounds (GBP) of 43.6 million and 43.6 million, respectively.
(7)Under the Revolving Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2022, the Company had borrowings denominated in Canadian Dollars (CAD), Swiss Franc (CHF), British Pounds (GBP), and Euros (EUR) of 323.6 million, 105.1 million, 660.3 million, and 75.5 million, respectively . As December 31, 2021 the Company had borrowings denominated in Canadian Dollars (CAD) and British Pounds (GBP) of 46.8 million and 156.9 million, respectively.
(8)The carrying value of the Company's June 2024 Notes, June 2026 Notes, September 2024 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes, March 2027 Notes, January 2025 Notes, January 2029 Notes, March 2025 Notes, May 2027 Notes, April 2026 UK Bonds, and September 2025 Notes are presented net of unamortized debt issuance costs of $2.2 million, $2.5 million, $2.3 million, $19.6 million, $6.1 million, $3.1 million, $11.3 million, $3.9 million, $11.2 million, $7.3 million, $2.5 million, $3.1 million, and $8.9 million, respectively, as of September 30, 2022. The carrying value of the Company's June 2024 Notes, September 2024 Notes, June 2026 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes and March 2027 Notes are presented net of unamortized debt issuance costs of $3.1 million, $3.2 million, $3.0 million, $22.2 million, $6.3 million, $3.9 million and $12.7 million, respectively, as of December 31, 2021.
(9)The November 2026 Eurobonds are denominated in Euros and were converted from local currency (EUR) to U.S. Dollars at the time of the transaction. The April 2026 UK Bonds are denominated in British Pounds and were converted from local currency (GBP) to U.S. Dollars at the time of the transaction.
(10)The carrying value of the Company’s 2021-1 BSL Debt, 2022-1 BSL Debt, 2021-2 Debt, MML 2021-1 Debt, MML 2022-1 Debt and MML 2022-2 Debt is presented net of unamortized debt issuance costs of $1.0 million, $1.6 million, $1.6 million, $4.2 million, $5.3 million, and $2.5 million as of September 30, 2022. The carrying value of the Company’s 2021-1 BSL Debt, 2021-2 Debt and MML 2021-1 Debt is presented net of unamortized debt issuance costs of $1.1 million, $1.7 million and $4.3 million as of December 31, 2021.
(11)Inclusive of change in fair market value of effective hedge.
As of September 30, 2022 and December 31, 2021, $276.3 million and $47.7 million, respectively, of interest expense and $6.5 million and $2.6 million, respectively, of unused commitment fees were included in interest payable. For the three months ended September 30, 2022 and 2021, the weighted average interest rate on all borrowings outstanding was 4.17% and 2.19%, respectively, (including unused fees) and the average principal debt outstanding was $27,552.4 million and $6,814.9 million, respectively. For the nine months ended September 30, 2022 and 2021, the weighted average interest rate on all borrowings outstanding was 3.27% and 2.16%, respectively, (including unused fees) and the average principal debt outstanding was $22,342.7 million and $3,512.9 million, respectively.
The components of interest expense were as follows:
| | | | | | | | | | | |
| Three Months Ended September 30, |
| 2022 | | 2021 |
| Borrowing interest expense | $ | 278,356 | | | $ | 34,795 | |
| Facility unused fees | 6,542 | | | 1,929 | |
| Accretion of original issue discount | 4,989 | | | 533 | |
| Amortization of financing costs and debt issuance costs | 7,192 | | | 2,502 | |
| Gain (loss) from interest rate swaps accounted for as hedges and the related hedged items: | | | |
| Interest rate swaps | (167,469) | | | — | |
| Hedged items | 165,162 | | | — | |
| Total interest expense | $ | 294,772 | | | $ | 39,759 | |
| Cash paid for interest expense | $ | 43,572 | | | $ | 23,908 | |
| | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2022 | | 2021 |
| Borrowing interest expense | $ | 512,340 | | | $ | 52,604 | |
| Facility unused fees | 21,946 | | | 2,611 | |
| Accretion of original issue discount | 13,318 | | | 563 | |
| Amortization of financing costs and debt issuance costs | 20,066 | | | 4,766 | |
| Gain (loss) from interest rate swaps accounted for as hedges and the related hedged items: | | | |
| Interest rate swaps | (263,674) | | | — | |
| Hedged items | 262,336 | | | — | |
| Total interest expense | $ | 566,332 | | | $ | 60,544 | |
| Cash paid for interest expense | $ | 405,828 | | | $ | 35,752 | |
Note 8. Commitments and Contingencies
The Company’s investment portfolio may contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of September 30, 2022 and December 31, 2021, the Company had unfunded delayed draw terms loans and revolvers in the aggregate principal amount of $6,753.9 million and $4,870.5 million.
Additionally, from time to time, the Adviser and its affiliates may commit to an investment on behalf of the funds it manages, including the Company. Certain terms of these investments are not finalized at the time of the commitment and each respective fund's allocation may change prior to the date of funding. In this regard, as of September 30, 2022, the Company estimates that it had $3,717.0 million of investments attributable to the company that are that are committed but not yet funded.
The Adviser agreed to bear all of the Company’s expenses, including organization and offering expenses, through January 7, 2021, the date on which the Company broke escrow for the initial offering of its common shares, on which date the Company became obligated to reimburse the Adviser for such advanced expenses upon breaking escrow for the offering.
From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. At September 30, 2022, management is not aware of any pending or threatened material litigation.
Warehousing Transactions
The Company entered into two warehousing transactions whereby the Company agreed, subject to certain conditions, to purchase certain assets from parties unaffiliated with the Adviser. Such warehousing transactions were designed to assist the Company in deploying capital upon receipt of subscription proceeds. One of these warehousing transactions related primarily to originated or anchor investments in middle market loans (the “Facility Agreement”). The other warehouse related primarily to broadly syndicated loans (the “Syndicated Warehouse” and, together with Facility Agreement, the “Warehousing Transactions”).
Facility Agreement
On November 2, 2020, the Company entered into the Facility Agreement, which was subsequently amended and restated on November 16, 2020, December 7, 2020 and December 28, 2020 with Goldman Sachs Bank USA (the “Financing Provider”). Under the Facility Agreement, if the Company received subscriptions of at least $400 million (the “Capital Condition”), the Company, or its designee, has a forward obligation to purchase certain investments (the “Portfolio Investments”) from the Financing Provider, who is obligated to sell such investments. The Portfolio Investments will generally consist of originated and anchor loans to private companies consistent with the Company’s investment strategy. Pursuant to the Facility Agreement, the Company may request that the Financing Provider acquire such Portfolio Investments as the Company may designate from time to time, which the Financing Provider can approve or reject in its sole and absolute discretion. The Company elected to purchase, and in certain events the Company was required to purchase, from the Financing Provider one or more Portfolio Investments on or before June 30, 2021 (the “Facility End Date”). Prior to any sale to the Company, the Portfolio Investments will be owned and held solely for the account of the Financing Provider. Until such time as the Company satisfied the Capital Condition, which occurred on January 7, 2021, it had no obligation to purchase the Portfolio Investments nor be entitled to any benefits or subject to any obligations under the Facility Agreement unless it waived the Capital Condition. In consideration for the forward arrangement provided by the Financing Provider (the amount of the arrangement will not exceed $200 million prior to December 15, 2020, not exceed $300 million on or after December 15, 2020 and prior to December 28, 2020, not exceed $500 million on or after December 28, 2020 and prior to January 18, 2021 and will not exceed $300 million on or after January 18, 2021 up to the Facility End Date (the “Financing Amount”)), the Company has agreed to pay, subject to satisfying the Capital Condition, certain fees and expenses to the Financing Provider, including (i) a financing fee at an annual rate of LIBOR plus 1.70% multiplied by the sum of the relevant principal amount for each Portfolio Investment, (ii) an unused fee at an annual rate of 0.50% of the unused Financing Amount and (iii) a structuring fee equal to $1.453 million which is payable on the earlier of the termination date or the Facility End Date. As a general matter, the price the Company would pay to purchase any Portfolio Investment from the Financing Provider equals the cash amount paid by the Financing Provider subject to adjustment for, among other things, principal repayments and interest amounts earned by the Financing Provider.
Effective January 7, 2021, the Company had a contractual obligation to acquire all assets under the Facility Agreement through a forward purchase agreement on or before June 30, 2021. The mark-to-market gain/loss of all investments held by the Financing Provider, in addition to other economic rights and obligations held by the Company, are recognized in the Company’s consolidated financial statements. These gains (losses) are realized at the time the Company settles on the purchases of each underlying asset from the Financing Provider.
Following the acquisition of all the assets held by the Financing Provider, the Facility Agreement was terminated on June 22, 2021.
Syndicated Warehouse
On November 3, 2020, the Company entered into a purchase and sale agreement (the “PSA”) with Sente Master Fund, L.P. and Vibrant Ambar Fund, Ltd. (together, the “Sellers”). Under the PSA, if the Company has raised at least $200 million of equity capital by April 15, 2021, then the Company or its designee must arrange one or more transactions sufficient to repay all outstanding amounts under the Syndicated Warehouse with commitments of up to $255 million of Maple Park CLO, Ltd. (“Maple Park”), an entity expected to hold primarily broadly syndicated loans with a target portfolio size of $300 million that is managed by an affiliate of the Company, and to redeem in full the subordinated notes (the “Subordinated Notes”) issued by Maple Park. The Company satisfied the condition described above on January 7, 2021.
Under the PSA, this transaction may be structured to include a purchase by the Company or its designee of the Subordinated Notes, if any, held by the unaffiliated Sellers. The purchase price to be paid to the Sellers (the “Purchase Price”) would equal (i) the notional amount of the Subordinated Notes held by the Sellers and (ii) the Sellers’ pro rata share of interest and fee collections on the portfolio of loans held by Maple Park in excess of the outstanding advances under the Syndicated Warehouse. In addition, at any time prior to April 15, 2021, the Company or its designee will have the right, but not the obligation, to purchase the Subordinated Notes held by the Sellers at the Purchase Price.
On January 8, 2021, the Company exercised its right to acquire the equity interests of the Syndicated Warehouse, effectively acquiring the assets and liabilities of Maple Park for a total purchase price of $45.7 million, which included $2.8 million paid to a minority interest holder shortly thereafter. This transaction resulted in a realized gain of $2.3 million, which represented the excess of fair value of the net assets acquired over the total consideration paid for the Subordinated Notes in the Syndicated Warehouse on the date of acquisition.
The following table summarizes the assets and liabilities of Maple Park as of the acquisition date:
| | | | | |
| January 8, 2021 |
| ASSETS | |
| Investments at fair value | $ | 300,464 | |
| Cash and cash equivalents | 1,679 | |
| Interest receivable | 394 | |
| Total assets | 302,537 | |
| LIABILITIES | |
| Debt | 134,000 | |
| Payable for investments purchased | 120,451 | |
| Interest payable | 33 | |
| Total liabilities | 254,484 | |
| NET ASSETS | |
| Total net assets | 48,053 | |
| Total liabilities and net assets | $ | 302,537 | |
Note 9. Net Assets
The following table summarizes transactions in common shares of beneficial interest during the three months ended September 30, 2022 (dollars in thousands except share amounts):
| | | | | | | | | | | |
| September 30, 2022 |
| Shares | | Amount |
| CLASS I | | | |
| Subscriptions | 50,251,731 | | $ | 1,253,674 | |
| Share transfers between classes | 672,828 | | 16,753 | |
| Distributions reinvested | 6,079,533 | | 151,911 | |
| Share repurchases | (24,860,836) | | (612,073) | |
| Early repurchase deduction | — | | | 426 | |
| Net increase (decrease) | 32,143,256 | | | $ | 810,691 | |
| CLASS S | | | |
| Subscriptions | 24,072,466 | | $ | 601,002 | |
| Share transfers between classes | (260,310) | | | (6,483) | |
| Distributions reinvested | 2,447,304 | | 61,154 | |
| Share repurchases | (1,963,074) | | | (48,331) | |
| Early repurchase deduction | — | | 360 | |
| Net increase (decrease) | 24,296,386 | | | $ | 607,702 | |
| CLASS D | | | |
| Subscriptions | 7,190,702 | | | $ | 179,680 | |
| Share transfers between classes | (412,518) | | | (10,270) | |
| Distributions reinvested | 456,349 | | | 11,404 | |
| Share repurchases | (154,765) | | | (3,810) | |
| Early repurchase deduction | — | | 14 | |
| Net increase (decrease) | 7,079,768 | | | $ | 177,018 | |
| Total net increase (decrease) | 63,519,410 | | | $ | 1,595,411 | |
The following table summarizes transactions in common shares of beneficial interest during the nine months ended September 30, 2022:
| | | | | | | | | | | |
| September 30, 2022 |
| Shares | | Amount |
| CLASS I | | | |
| Subscriptions | 271,964,030 | | $ | 6,973,021 | |
| Share transfers between classes | 2,206,163 | | 56,232 | |
| Distributions reinvested | 14,582,560 | | 370,696 | |
| Share repurchases | (36,739,213) | | (908,178) | |
| Early repurchase deduction | — | | | 3,339 | |
| Net increase (decrease) | 252,013,540 | | | $ | 6,495,110 | |
| CLASS S | | | |
| Subscriptions | 132,866,990 | | $ | 3,406,722 | |
| Share transfers between classes | (437,194) | | | (11,003) | |
| Distributions reinvested | 5,600,358 | | 142,331 | |
| Share repurchases | (3,628,447) | | | (90,294) | |
| Early repurchase deduction | — | | 711 | |
| Net increase (decrease) | 134,401,707 | | | $ | 3,448,467 | |
| CLASS D | | | |
| Subscriptions | 27,916,681 | | | $ | 713,712 | |
| Share transfers between classes | (1,768,969) | | | (45,229) | |
| Distributions reinvested | 973,728 | | | 24,710 | |
| Share repurchases | (246,189) | | | (6,087) | |
| Early repurchase deduction | — | | 73 | |
| Net increase (decrease) | 26,875,251 | | | $ | 687,179 | |
| Total net increase (decrease) | 413,290,498 | | | $ | 10,630,756 | |
The following table summarizes transactions in common shares of beneficial interest during the three months ended September 30, 2021 (dollars in thousands except share amounts):
| | | | | | | | | | | |
| Shares | | Amount |
| CLASS I | | | |
| Subscriptions | 96,021,435 | | $ | 2,479,115 | |
| Share transfers between classes | 569,253 | | 14,693 | |
| Distributions reinvested | 1,899,280 | | 49,034 | |
| Share repurchases | (109,860) | | (2,845) |
| Early repurchase deduction | — | | | 44 | |
| Net increase (decrease) | 98,380,108 | | | $ | 2,540,041 | |
| CLASS S | | | |
| Subscriptions | 31,873,180 | | $ | 823,021 | |
| Share transfers between classes | (133,281) | | (3,439) | |
| Distributions reinvested | 599,258 | | 15,471 | |
| Share repurchases | (3,875) | | (100) | |
| Early repurchase deduction | — | | 13 | |
| Net increase (decrease) | 32,335,282 | | | $ | 834,966 | |
| CLASS D | | | |
| Subscriptions | 5,133,862 | | | $ | 132,547 | |
| Share transfers between classes | (435,972) | | | (11,254) | |
| Distributions reinvested | 46,849 | | | 1,210 | |
| Share repurchases | — | | — | |
| Early repurchase deduction | — | | 1 | |
| Net increase (decrease) | 4,744,739 | | | $ | 122,504 | |
| Total net increase (decrease) | 135,460,129 | | | $ | 3,497,511 | |
The following table summarizes transactions in common shares of beneficial interest during the nine months ended September 30, 2021 (dollars in thousands except share amounts):
| | | | | | | | | | | |
| Shares | | Amount |
| CLASS I | | | |
| Subscriptions | 240,492,026 | | $ | 6,148,343 | |
| Share transfers between classes | 675,642 | | 17,438 | |
| Distributions reinvested | 2,859,118 | | 73,596 | |
| Share repurchases | (158,598) | | (4,103) |
| Early repurchase deduction | — | | | 63 | |
| Net increase (decrease) | 243,868,188 | | | $ | 6,235,337 | |
| CLASS S | | | |
| Subscriptions | 74,739,583 | | $ | 1,916,892 | |
| Share transfers between classes | (133,281) | | (3,439) | |
| Distributions reinvested | 807,553 | | 20,812 | |
| Share repurchases | (3,875) | | (100) | |
| Early repurchase deduction fees | — | | 19 | |
| Net increase (decrease) | 75,409,980 | | | $ | 1,934,184 | |
| CLASS D | | | |
| Subscriptions | 8,259,128 | | | $ | 212,894 | |
| Share transfers between classes | (542,361) | | | (13,999) | |
| Distributions reinvested | 49,260 | | | 1,272 | |
| Share repurchases | — | | — | |
| Early repurchase deduction fees | — | | 1 | |
| Net increase (decrease) | 7,766,027 | | | $ | 200,168 | |
| Total net increase (decrease) | 327,044,195 | | | $ | 8,369,689 | |
Net Asset Value per Share and Offering Price
The Company determines NAV for each class of shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. Shares are issued at an offering price equivalent to the most recent NAV per share available for each share class, which will be the prior calendar day NAV per share (i.e., the prior month-end NAV). The following table summarizes each month-end NAV per share for Class I, Class S and Class D common shares of beneficial interest during the nine months ended September 30, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | |
| | NAV Per Share |
| For the Months Ended | | Class I | | Class S | | Class D |
| January 31, 2022 | | $ | 25.93 | | | $ | 25.93 | | | $ | 25.93 | |
| February 28, 2022 | | 25.80 | | | 25.80 | | | 25.80 | |
| March 31, 2022 | | 25.82 | | | 25.82 | | | 25.82 | |
| April 30, 2022 | | 25.76 | | | 25.76 | | | 25.76 | |
| May 31, 2022 | | 25.28 | | | 25.28 | | | 25.28 | |
| June 30, 2022 | | 24.80 | | | 24.80 | | | 24.80 | |
| July 31, 2022 | | 25.02 | | | 25.02 | | | 25.02 | |
| August 31, 2022 | | 25.12 | | | 25.12 | | | 25.12 | |
| September 30, 2022 | | 24.62 | | | 24.62 | | | 24.62 | |
| | | | | | | | | | | | | | | | | | | | |
| | NAV Per Share |
| For the Months Ended | | Class I | | Class S | | Class D (1) |
| January 31, 2021 | | $ | 25.25 | | | $ | 25.25 | | | $ | — | |
| February 28, 2021 | | 25.36 | | | 25.36 | | | — | |
| March 31, 2021 | | 25.49 | | | 25.49 | | | — | |
| April 30, 2021 | | 25.59 | | | 25.59 | | | — | |
| May 31, 2021 | | 25.80 | | | 25.80 | | | 25.80 | |
| June 30, 2021 | | 25.81 | | | 25.81 | | | 25.81 | |
| July 31, 2021 | | 25.80 | | | 25.80 | | | 25.80 | |
| August 31, 2021 | | 25.84 | | | 25.84 | | | 25.84 | |
| September 30, 2021 | | 25.90 | | | 25.90 | | | 25.90 | |
(1)Class D commenced on May 1, 2021.
Distributions
The Board authorizes and declares monthly distribution amounts per share of Class I, Class S and Class D common shares of beneficial interest. The following table presents distributions that were declared during the nine months ended September 30, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class I | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| January 26, 2022 | | January 31, 2022 | | February 24, 2022 | | $ | 0.1740 | | | $ | 66,686 | | |
| February 23, 2022 | | February 28, 2022 | | March 25, 2022 | | 0.1740 | | | 75,042 | | |
| March 23, 2022 | | March 31, 2022 | | April 28, 2022 | | 0.1740 | | | 82,959 | | |
| April 23, 2022 | | April 30, 2022 | | May 27, 2022 | | 0.1740 | | | 89,838 | | |
| May 23, 2022 | | May 31, 2022 | | June 29, 2022 | | 0.1740 | | | 96,450 | | |
| June 23, 2022 | | June 30, 2022 | | July 27, 2022 | | 0.1740 | | | 100,372 | | |
| July 20, 2022 | | July 31, 2022 | | August 29, 2022 | | 0.1740 | | | 102,863 | | |
| August 24, 2022 | | August 31, 2022 | | September 28, 2022 | | 0.2440 | | | 148,413 | | (1) |
| September 7, 2022 | | September 30, 2022 | | October 26, 2022 | | 0.1740 | | | 108,483 | | |
| | | | | | $ | 1.6360 | | | $ | 871,106 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class S | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| January 26, 2022 | | January 31, 2022 | | February 24, 2022 | | $ | 0.1556 | | | $ | 23,816 | | |
| February 23, 2022 | | February 28, 2022 | | March 25, 2022 | | 0.1556 | | | 26,598 | | |
| March 23, 2022 | | March 31, 2022 | | April 28, 2022 | | 0.1557 | | | 29,834 | | |
| April 23, 2022 | | April 30, 2022 | | May 27, 2022 | | 0.1557 | | | 32,985 | | |
| May 23, 2022 | | May 31, 2022 | | June 29, 2022 | | 0.1558 | | | 35,893 | | |
| June 23, 2022 | | June 30, 2022 | | July 27, 2022 | | 0.1561 | | | 38,018 | | |
| July 20, 2022 | | July 31, 2022 | | August 29, 2022 | | 0.1564 | | | 39,451 | | |
| August 24, 2022 | | August 31, 2022 | | September 28, 2022 | | 0.2263 | | | 58,706 | | (1) |
| September 7, 2022 | | September 30, 2022 | | October 26, 2022 | | 0.1562 | | | 41,985 | | |
| | | | | | $ | 1.4734 | | | $ | 327,287 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class D | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| January 26, 2022 | | January 31, 2022 | | February 24, 2022 | | $ | 0.1686 | | | $ | 3,469 | | |
| February 23, 2022 | | February 28, 2022 | | March 25, 2022 | | 0.1686 | | | 3,961 | | |
| March 23, 2022 | | March 31, 2022 | | April 28, 2022 | | 0.1686 | | | 4,551 | | |
| April 23, 2022 | | April 30, 2022 | | May 27, 2022 | | 0.1686 | | | 5,126 | | |
| May 23, 2022 | | May 31, 2022 | | June 29, 2022 | | 0.1686 | | | 5,699 | | |
| June 23, 2022 | | June 30, 2022 | | July 27, 2022 | | 0.1687 | | | 6,190 | | |
| July 20, 2022 | | July 31, 2022 | | August 29, 2022 | | 0.1688 | | | 6,555 | | |
| August 24, 2022 | | August 31, 2022 | | September 28, 2022 | | 0.2388 | | | 10,007 | | (1) |
| September 7, 2022 | | September 30, 2022 | | October 26, 2022 | | 0.1688 | | | 7,401 | | |
| | | | | | $ | 1.5881 | | | $ | 52,959 | | |
The following table presents distributions that were declared during the nine months ended September 30, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class I | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| January 29, 2021 | | January 31, 2021 | | February 24, 2021 | | $ | 0.1151 | | | $ | 3,431 | | |
| February 24, 2021 | | February 28, 2021 | | March 29, 2021 | | 0.1427 | | 7,206 | | |
| March 30, 2021 | | March 31, 2021 | | April 28, 2021 | | 0.1458 | | 10,483 | | |
| April 23, 2021 | | April 30, 2021 | | May 26, 2021 | | 0.1510 | | | 15,074 | | |
| May 25, 2021 | | May 31, 2021 | | June 28, 2021 | | 0.1563 | | | 19,336 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1667 | | | 24,261 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1233 | | | 17,944 | | (1) |
| July 21, 2021 | | July 31, 2021 | | August 27, 2021 | | 0.1740 | | | 31,252 | | |
| August 25, 2021 | | August 31, 2021 | | September 28, 2021 | | 0.1740 | | | 36,103 | | |
| September 27, 2021 | | September 30, 2021 | | October 27, 2021 | | 0.1740 | | | 42,453 | | |
| | | | | | $ | 1.5229 | | | $ | 207,543 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class S | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| January 29, 2021 | | January 31, 2021 | | February 24, 2021 | | $ | 0.1008 | | | $ | 277 | | |
| February 24, 2021 | | February 28, 2021 | | March 29, 2021 | | 0.1250 | | 827 | | |
| March 30, 2021 | | March 31, 2021 | | April 28, 2021 | | 0.1281 | | 1,426 | | |
| April 23, 2021 | | April 30, 2021 | | May 26, 2021 | | 0.1329 | | | 2,994 | | |
| May 25, 2021 | | May 31, 2021 | | June 28, 2021 | | 0.1382 | | | 4,607 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1484 | | | 6,391 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1233 | | | 5,311 | | (1) |
| July 21, 2021 | | July 31, 2021 | | August 27, 2021 | | 0.1557 | | | 8,187 | | |
| August 25, 2021 | | August 31, 2021 | | September 28, 2021 | | 0.1557 | | | 9,376 | | |
| September 27, 2021 | | September 30, 2021 | | October 27, 2021 | | 0.1557 | | | 11,742 | | |
| | | | | | $ | 1.3638 | | | $ | 51,138 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class D | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| May 25, 2021 | | May 31, 2021 | | June 28, 2021 | | $ | 0.1510 | | | $ | 205 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1613 | | | 487 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1233 | | | 373 | | (1) |
| July 21, 2021 | | July 31, 2021 | | August 27, 2021 | | 0.1686 | | | 749 | | |
| August 25, 2021 | | August 31, 2021 | | September 28, 2021 | | 0.1686 | | | 997 | | |
| September 27, 2021 | | September 30, 2021 | | October 27, 2021 | | 0.1686 | | | 1,309 | | |
| | | | | | $ | 0.9414 | | | $ | 4,120 | | |
(1)Represents a special distribution.
Distribution Reinvestment Plan
The Company has adopted a distribution reinvestment plan, pursuant to which the Company will reinvest all cash dividends declared by the Board on behalf of our shareholders who do not elect to receive their dividends in cash as provided below. As a result, if the Board authorizes, and the Company declares, a cash dividend or other distribution, then shareholders who have not opted out of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.
Character of Distributions
The Company may fund its cash distributions to shareholders from any source of funds available to the Company, including but not limited to offering proceeds, net investment income from operations, capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment.
Through September 30, 2022, a portion of the Company’s distributions resulted from expense support from the Adviser, and future distributions may result from expense support from the Adviser, each of which is subject to repayment by the Company within three years from the date of payment. The purpose of this arrangement avoids distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distribution is not based solely on the Company’s investment performance, and can only be sustained if the Company achieves positive investment performance in future periods and/or the Adviser continues to provide expense support. Shareholders should also understand that the Company’s future repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that the Company will achieve the performance necessary to sustain these distributions, or be able to pay distributions at all.
Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following tables reflect the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the nine months ended September 30, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Class I | | Class S | | Class D |
| Source of Distribution | | Per Share | | Amount | | Per Share | | Amount | | Per Share | | Amount |
| Net investment income | | $ | 1.6360 | | | $ | 871,106 | | | $ | 1.4734 | | | $ | 327,287 | | | $ | 1.5881 | | | $ | 52,959 | |
| Net realized gains | | — | | | — | | | — | | | — | | | — | | | — | |
| Total | | $ | 1.6360 | | | $ | 871,106 | | | $ | 1.4734 | | | $ | 327,287 | | | $ | 1.5881 | | | $ | 52,959 | |
The following tables reflect the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the nine months ended September 30, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Class I | | Class S | | Class D |
| Source of Distribution | | Per Share | | Amount | | | Per Share | | Amount | | Per Share | | Amount |
| Net investment income | | $ | 1.5229 | | | $ | 207,543 | | | | $ | 1.3638 | | | $ | 51,138 | | | $ | 0.9414 | | | $ | 4,120 | |
| Net realized gains | | — | | | — | | | | — | | | — | | | — | | | — | |
| Total | | $ | 1.5229 | | | $ | 207,543 | | | | $ | 1.3638 | | | $ | 51,138 | | | $ | 0.9414 | | | $ | 4,120 | |
Share Repurchase Program
At the discretion of the Board, the Company commenced a share repurchase program in which the Company may repurchase, in each quarter, up to 5% of the NAV of the Company’s common shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. The Board may amend or suspend the share repurchase program at any time if in its reasonable judgment it deems such action to be in the best interest of shareholders, such as when a repurchase offer would place an undue burden on the Company’s liquidity, adversely affect the Company’s operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. As a result, share repurchases may not be available each quarter. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the 1940 Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.
Under the share repurchase plan, to the extent the Company offers to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that were issued on or after October 1, 2021, will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.
During the three months ended September 30, 2022, approximately 26,978,676 shares were repurchased (total value of $664.2 million based on September 30, 2022 NAV of $24.62). During the nine months ended September 30, 2022, approximately 40,613,906 shares were repurchased (total value of $1.0 billion based on September 30, 2022 NAV of $24.62).
During the three and nine months ended September 30, 2021, approximately 113,735 shares were repurchased (total value of $2.9 million based on September 30, 2021 NAV of $25.90).
The following table further summarizes the share repurchases completed during the nine months ended September 30, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Repurchase deadline request | | Percentage of
Outstanding Shares
the Company Offered
to Repurchase(1) | | Price Paid Per Share | | Repurchase
Pricing Date | | Amount
Repurchased (all classes)(3) | | Number of Shares
Repurchased
(all classes) | | Percentage of
Outstanding Shares
Repurchased (1) | | Maximum number of shares that may yet be purchased under the repurchase plan (2) |
| February 28, 2022 | | 5.00 | % | | $ | 25.82 | | | March 31, 2022 | | $ | 54,464 | | | 2,146,916 | | | 0.43 | % | | — | |
| May 31, 2022 | | 5.00 | % | | $ | 24.80 | | | June 30, 2022 | | $ | 282,505 | | | 11,488,257 | | | 1.66 | % | | — | |
| August 31, 2022 | | 5.00 | % | | $ | 24.62 | | | September 30, 2022 | | $ | 663,415 | | | 26,978,603 | | | 3.19 | % | | — | |
(1)Percentage is based on total shares as of the close of the previous calendar quarter.
(2)All repurchase requests were satisfied in full.
(3)Amounts in thousands shown net of Early Repurchase Deduction
The following table further summarizes the share repurchases completed during the nine months ended September 30, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Repurchase deadline request | | Percentage of
Outstanding Shares
the Company Offered
to Repurchase(1) | | Repurchase
Pricing Date | | Amount
Repurchased (all classes)(3) | | Number of Shares
Repurchased
(all classes)(1) | | Percentage of
Outstanding Shares
Repurchased (2) |
| May 28, 2021 | | 5.00 | % | | June 30, 2021 | | $ | 1,233 | | | 48,738 | | | 0.06 | % |
(1)Percentage is based on total shares as of the close of the previous calendar quarter.
(2)All repurchase requests were satisfied in full.
(3)Amounts in thousands.
Note 10. Financial Highlights
The following are the financial highlights for the nine months ended September 30, 2022:
| | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, 2022 |
| Class I | | Class S | | Class D |
| Per Share Data: | | | | | |
| Net asset value, beginning of period | $ | 25.93 | | $ | 25.93 | | | $ | 25.93 | |
| Net investment income (1) | 1.75 | | 1.59 | | | 1.71 | |
| Net unrealized and realized gain (loss) (2) | (1.43) | | (1.43) | | (1.43) |
| Net increase (decrease) in net assets resulting from operations | 0.32 | | 0.16 | | | 0.28 | |
| Distributions from net investment income (3) | (1.64) | | | (1.47) | | | (1.59) | |
| Distributions from net realized gains (3) | — | | | — | | | — | |
| Net increase (decrease) in net assets from shareholders' distributions | (1.64) | | | (1.47) | | | (1.59) | |
| Early repurchase deduction fees (6) | 0.01 | | — | | — | |
| Total increase (decrease) in net assets | (1.31) | | (1.31) | | (1.31) | |
| Net asset value, end of period | $ | 24.62 | | $ | 24.62 | | | $ | 24.62 | |
| Shares outstanding, end of period | 598,605,098 | | 266,826,806 | | 43,689,711 |
| Total return based on NAV (4) | 1.26% | | 0.62% | | 1.07% |
| Ratios: | | | | | |
| Ratio of net expenses to average net assets (5) | 6.42 | % | | 7.31 | % | | 6.79 | % |
| Ratio of net investment income to average net assets (5) | 9.24 | % | | 8.41 | % | | 9.05 | % |
| Portfolio turnover rate | 13.59 | % | | 13.59 | % | | 13.59 | % |
| Supplemental Data: | | | | | |
| Net assets, end of period | $ | 14,734,969 | | $ | 6,568,170 | | $ | 1,075,437 |
| Asset coverage ratio | 181.70 | % | | 181.70 | % | | 181.70 | % |
The following are the financial highlights for the nine months ended September 30, 2021:
| | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, 2021 |
| Class I | | Class S | | Class D (7) |
| Per Share Data: | | | | | |
| Net asset value, beginning of period | $ | 25.00 | | $ | 25.00 | | $ | 25.59 |
| Net investment income (1) | 1.60 | | 1.45 | | 0.89 |
| Net unrealized and realized gain (loss) (2) | 0.82 | | 0.81 | | 0.36 |
| Net increase (decrease) in net assets resulting from operations | 2.42 | | 2.26 | | 1.25 |
| Distributions from net investment income (3) | (1.52) | | (1.36) | | (0.94) |
| Distributions from net realized gains (3) | — | | — | | — |
| Net increase (decrease) in net assets from shareholders' distributions | (1.52) | | (1.36) | | (0.94) |
| Early repurchase deduction fees (6) | — | | — | | — |
| Total increase (decrease) in net assets | 0.90 | | 0.90 | | 0.31 |
| Net asset value, end of period | $ | 25.90 | | $ | 25.90 | | $ | 25.90 |
| Shares outstanding, end of period | 243,870,248 | | 75,409,980 | | 7,766,027 |
| Total return based on NAV (4) | 9.91% | | 9.23% | | 4.95% |
| Ratios: | | | | | |
| Ratio of net expenses to average net assets (5) | 4.20 | % | | 5.20 | % | | 5.18 | % |
| Ratio of net investment income to average net assets (5) | 8.20 | % | | 7.43 | % | | 7.80 | % |
| Portfolio turnover rate | 24.68 | % | | 24.68 | % | | 24.68 | % |
| Supplemental Data: | | | | | |
| Net assets, end of period | $ | 6,316,746 | | $ | 1,953,286 | | $ | 201,163 |
| Asset coverage ratio | 196.1 | % | | 196.1 | % | | 196.1 | % |
(1)The per share data was derived by using the weighted average shares outstanding during the period.
(2)For the nine months ended September 30, 2022, the amount shown does not correspond with the aggregate amount for the period as it includes a $(0.01), $(0.01) and $($0.00) impact, on Class I, Class S and Class D, respectively, from the effect of the timing of capital transactions. For the nine months ended September 30, 2021, the amount shown does not correspond with the aggregate amount for the period as it includes a $0.21, $0.26 and $0.11 impact, on Class I, Class S and Class D, respectively, from the effect of the timing of capital transactions.
(3)The per share data for distributions was derived by using the actual shares outstanding at the date of the relevant transactions (refer to Note 9).
(4)Total return is calculated as the change in NAV per share during the period, plus distributions per share (assuming dividends and distributions are reinvested in accordance with the Company's distribution reinvestment plan) divided by the beginning NAV per share. Total return does not include upfront transaction fee, if any.
(5)For the nine months ended September 30, 2022, amounts are annualized except for organizational costs, excise tax and management fee and income based incentive fee waivers by the Adviser. For the nine months ended September 30, 2022, the ratio of total operating expenses to average net assets was 5.75%, 6.29%, and 5.48% on Class I, Class S and Class D respectively, on an annualized basis, excluding the effect of expense support/(recoupment) and management fee and income based incentive fee waivers by the Adviser which represented 0.00%, 0.00% and 0.00% on Class I, Class S and Class D, respectively, of average net assets. For the nine months ended September 30, 2021, amounts are annualized except for organizational costs. For the nine months ended September 30, 2021, the ratio of total operating expenses to average net assets was 4.99%, 5.89% and 5.46%, on Class I, Class S and Class D, respectively, on an annualized basis, excluding the effect of expense support/(recoupment) and management fee and income based incentive fee waivers by the Adviser which represented 0.79%, 0.69% and 0.26% on Class I, Class S and Class D, respectively, of average net assets.
(6)The per share amount rounds to less than $0.01 per share.
(7)Class D commenced on May 1, 2021.
Note 11. Joint Venture
BCRED Emerald JV
BCRED Emerald JV LP (“Emerald JV”), a Delaware limited liability company, was formed as a joint venture between the Company and a large North American pension fund (the “EmeraldJV Partner”), and commenced operations on January 18, 2022 and operates under a limited liability company agreement. The Emerald JV’s principal purpose is to make investments, primarily in senior secured loans that are made to middle-market companies or in broadly syndicated loans. The Company and the Emerald JV partner each agreed to contribute up to $1,500 million and $500 million, respectively, to the Emerald JV. The Company contributed approximately $733.4 million of cash, and the Emerald JV Partner contributed net assets of approximately $244.5 million (i.e., $977.8 million in net assets contributed less $733.4 million in cash received by the Emerald JV Partner) to the Emerald JV in exchange for initial equity ownership interests of approximately 75% and approximately 25%, respectively. The Company and the Emerald JV Partner, through their joint control of the Emerald JV’s General Partner, have equal control of the Emerald JV's investment decisions and generally all other decisions in respect of the Emerald JV must be approved by the Emerald JV's investment committee or board of directors, each of which consists of an equal number of representatives of the Company and the Emerald JV Partner. Our investment in the Emerald JV is disclosed on the Company’s Consolidated Schedule of Investments as of September 30, 2022.
On September 26, 2022, the Company and the Emerald JV Partner entered into a master framework agreement (the “Master Framework Agreement”), pursuant to which the Company and the Emerald JV Partner each agreed to increase their capital commitments to the Emerald JV to $2,250 million and $750 million, respectively. Pursuant to the Master Framework Agreement, the Company made capital contributions to the Emerald JV in an aggregate amount of approximately $940 million (consisting of cash capital contributions of $670 million and an in-kind capital contribution of investments valued at approximately $270 million), the Emerald JV Partner made capital contributions to the Emerald JV of approximately $313 million (consisting of a cash contribution of approximately $251 million and an in-kind capital contribution of investments valued at approximately $62 million), and certain of the subsidiaries of the Company sold investments to the Emerald JV for an aggregate cash purchase price of approximately $1,972 million. After giving effect to the foregoing transactions, the equity ownership interests of the Company and the Emerald JV Partner in the Emerald JV remain approximately 75% and approximately 25%, respectively.
The Company has a variable interest in the Emerald JV and has determined that the Emerald JV is a variable interest entity under ASC 810. The Company is not deemed to be the primary beneficiary of the Emerald JV as there is equal power between the Company and JV. Accordingly, the Company does not consolidate the Emerald JV.
As of September 30, 2022, the Emerald JV had total investments in senior secured debt at fair value of $5,099.5 million. The determination of fair value is in accordance with ASC 820. The following table is a summary of JV’s portfolio as well as a listing of the portfolio investments in the Emerald JV’s portfolio as of September 30, 2022:
| | | | | |
| September 30, 2022 |
| Total senior secured debt investments(1) | $ | 5,099,533 |
| Number of portfolio companies | 325 |
| Weighted average yield on debt and income producing investments, at fair value(2) | 8.86 | % |
| Weighted average yield on debt and income producing investments, at cost(2) | 8.75 | % |
| Percentage of debt portfolio at floating interest rates(1) | 100.00 | % |
| Percentage of debt portfolio at fixed interest rates(1) | — | % |
| Percentage of assets on non-accrual | — | % |
(1)Based on fair market value
(2)Computed as (a) the annual stated interest rate or yield plus the annual accretion of discounts or less the annual amortization of premiums, as applicable, on accruing debt included in such securities, divided by (b) total debt investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited) |
|
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| Investments - non-controlled/non-affiliated | | | | | | | | | | | | | | | |
| First Lien Debt | | | | | | | | | | | | | | | |
| Aerospace & Defense | | | | | | | | | | | | | | | |
| Amentum Government Services Holdings, LLC (8) | | L + | 4.00% | | 7.67 | % | | 1/29/2027 | | $ | 2,985 | | | $ | 2,884 | | | $ | 2,860 | | | 0.12 | % |
| Atlas CC Acquisition Corp. (10) | | L + | 4.25% | | 7.32 | % | | 5/25/2028 | | 9,945 | | | 9,561 | | | 8,754 | | | 0.35 | |
| Loar Group, Inc. (4)(11) | | L + | 7.25% | | 9.77 | % | | 10/2/2023 | | 28,122 | | | 28,122 | | | 28,122 | | | 1.13 | |
| Peraton Corp. (10) | | L + | 3.75% | | 6.87 | % | | 2/1/2028 | | 5,486 | | | 5,390 | | | 5,214 | | | 0.21 | |
| Vertex Aerospace Services Corp. (10) | | L + | 3.75% | | 6.87 | % | | 12/6/2028 | | 2,985 | | | 2,999 | | | 2,910 | | | 0.12 | |
| | | | | | | | | | | 48,955 | | | 47,860 | | | 1.93 | |
| Air Freight & Logistics | | | | | | | | | | | | | | | |
| AGI-CFI Holdings, Inc. (4)(10) | | L + | 5.50% | | 8.88 | % | | 6/11/2027 | | 24,562 | | | 24,348 | | | 24,316 | | | 0.98 | |
| Mode Purchaser, Inc. (4)(11) | | SOFR + | 6.25% | | 8.96 | % | | 12/9/2026 | | 39,031 | | | 39,031 | | | 39,031 | | | 1.57 | |
| RWL Holdings, LLC (4)(7)(10) | | SOFR + | 5.75% | | 9.45 | % | | 12/31/2028 | | 21,741 | | | 21,303 | | | 21,471 | | | 0.87 | |
| SEKO Global Logistics Network, LLC (4)(5)(11) | | L + | 5.00% | | 8.07 | % | | 12/30/2026 | | 27,023 | | | 26,888 | | | 26,888 | | | 1.08 | |
| | | | | | | | | | | 111,571 | | | 111,707 | | | 4.50 | |
| Airlines | | | | | | | | | | | | | | | |
| Air Canada (6)(10) | | L + | 3.50% | | 6.42 | % | | 8/11/2028 | | 3,990 | | | 3,954 | | | 3,804 | | | 0.15 | |
| American Airlines, Inc. (4)(10) | | L + | 4.75% | | 5.81 | % | | 3/11/2028 | | 3,815 | | | 3,944 | | | 3,706 | | | 0.15 | |
| KKR Apple Bidco, LLC (4)(11) | | L + | 2.75% | | 5.87 | % | | 9/23/2028 | | 5,970 | | | 5,793 | | | 5,714 | | | 0.23 | |
| United Airlines, Inc. (6)(10) | | L + | 3.75% | | 6.53 | % | | 4/21/2028 | | 4,000 | | | 3,975 | | | 3,835 | | | 0.15 | |
| | | | | | | | | | | 17,667 | | | 17,059 | | | 0.68 | |
| Auto Components | | | | | | | | | | | | | | | |
| Clarios Global LP (6)(8) | | L + | 3.25% | | 6.37 | % | | 4/30/2026 | | 3,000 | | | 2,858 | | | 2,847 | | | 0.11 | |
| Wheel Pros, Inc. (10) | | L + | 4.50% | | 7.55 | % | | 5/11/2028 | | 2,487 | | | 2,496 | | | 1,840 | | | 0.07 | |
| | | | | | | | | | | 5,353 | | | 4,687 | | | 0.18 | |
| Beverages | | | | | | | | | | | | | | | |
| Triton Water Holdings, Inc. (9) | | L + | 3.50% | | 7.17 | % | | 3/31/2028 | | 5,965 | | | 5,821 | | | 5,382 | | | 0.22 | |
| Building Products | | | | | | | | | | | | | | | |
| Cornerstone Building Brands, Inc. (6)(9) | | L + | 3.25% | | 6.07 | % | | 4/12/2028 | | 1,492 | | | 1,465 | | | 1,235 | | | 0.05 | |
| CP Atlas Buyer, Inc. (9) | | L + | 3.75% | | 6.27 | % | | 11/23/2027 | | 3,980 | | | 3,991 | | | 3,487 | | | 0.14 | |
| Express Wash Concepts, LLC (4)(7)(11) | | SOFR + | 4.75% | | 8.35 | % | | 4/30/2027 | | 15,449 | | | 15,358 | | | 14,750 | | | 0.60 | |
| Fencing Supply Group Acquisition, LLC (4)(5)(11) | | L + | 6.00% | | 8.08 | % | | 2/26/2027 | | 19,716 | | | 19,631 | | | 19,716 | | | 0.80 | |
| Griffon Corporation (6)(9) | | SOFR + | 2.50% | | 5.49 | % | | 1/24/2029 | | 2,480 | | | 2,412 | | | 2,390 | | | 0.10 | |
| iHeartCommunications, Inc. (4)(11) | | L + | 3.00% | | 6.12 | % | | 5/1/2026 | | 5,000 | | | 4,783 | | | 4,710 | | | 0.19 | |
| Illuminate Merger Sub Corp. (9) | | L + | 3.50% | | 6.38 | % | | 7/21/2028 | | 2,978 | | | 2,975 | | | 2,616 | | | 0.11 | |
| Kodiak BP, LLC (10) | | L + | 3.25% | | 6.92 | % | | 3/12/2028 | | 4,962 | | | 4,905 | | | 4,575 | | | 0.18 | |
| Latham Pool Products, Inc. (4)(7)(11) | | SOFR + | 3.75% | | 6.68 | % | | 2/18/2028 | | 29,850 | | | 28,881 | | | 26,467 | | | 1.07 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited) |
|
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Building Products (continued) | | | | | | | | | | | | | | | |
| Lindstrom, LLC (4)(11) | | SOFR + | 6.25% | | 8.86 | % | | 4/7/2025 | | $ | 27,794 | | | $ | 27,794 | | | $ | 27,516 | | | 1.11 | % |
| New Arclin US Holding Corp. (6)(7)(9) | | L + | 3.75% | | 6.87 | % | | 10/2/2028 | | 2,598 | | | 2,612 | | | 2,377 | | | 0.10 | |
| Tamko Building Product, LLC (8) | | L + | 3.00% | | 5.81 | % | | 6/1/2026 | | 2,985 | | | 2,886 | | | 2,830 | | | 0.11 | |
| The Chamberlain Group, Inc. (9) | | L + | 3.50% | | 6.62 | % | | 11/3/2028 | | 4,963 | | | 4,903 | | | 4,526 | | | 0.18 | |
| Windows Acquisition Holdings, Inc. (4)(5)(11) | | L + | 6.50% | | 10.17 | % | | 12/29/2026 | | 10,668 | | | 10,668 | | | 10,668 | | | 0.43 | |
| | | | | | | | | | | 133,263 | | | 127,863 | | | 5.17 | |
| Capital Markets | | | | | | | | | | | | | | | |
| Advisor Group Holdings, Inc. (8) | | L + | 4.50% | | 7.62 | % | | 7/31/2026 | | 9,096 | | | 8,783 | | | 8,679 | | | 0.35 | |
| AllSpring Buyer, LLC (6)(9) | | L + | 3.25% | | 6.69 | % | | 11/1/2028 | | 1,990 | | | 1,999 | | | 1,937 | | | 0.08 | |
| Resolute Investment Managers, Inc. (11) | | L + | 4.25% | | 7.92 | % | | 4/30/2024 | | 2,669 | | | 2,674 | | | 2,382 | | | 0.10 | |
| Situs-AMC Holdings Corporation (4)(11) | | SOFR + | 5.75% | | 9.42 | % | | 12/22/2027 | | 73,618 | | | 72,516 | | | 72,513 | | | 2.93 | |
| Superannuation And Investments US, LLC (6)(9) | | L + | 3.75% | | 6.87 | % | | 12/1/2028 | | 1,985 | | | 1,997 | | | 1,946 | | | 0.08 | |
| The Edelman Financial Engines Center, LLC (10) | | L + | 3.50% | | 6.62 | % | | 4/7/2028 | | 8,713 | | | 8,411 | | | 8,020 | | | 0.32 | |
| | | | | | | | | | | 96,381 | | | 95,478 | | | 3.86 | |
| Chemicals | | | | | | | | | | | | | | | |
| Ascend Performance Materials Operations, LLC (10) | | SOFR + | 4.75% | | 8.83 | % | | 8/27/2026 | | 1,658 | | | 1,666 | | | 1,628 | | | 0.07 | |
| DCG Acquisition Corp. (8) | | L + | 4.50% | | 7.62 | % | | 9/30/2026 | | 2,977 | | | 2,979 | | | 2,786 | | | 0.11 | |
| Dominion Colour Corporation (4)(6)(11) | | L + | 7.25% (incl. 2.00% PIK) | | 9.81 | % | | 4/6/2024 | | 10,970 | | | 10,868 | | | 8,913 | | | 0.36 | |
| Starfruit Finco BV (10) | | L + | 2.75% | | 5.87 | % | | 10/1/2025 | | 1,987 | | | 1,901 | | | 1,867 | | | 0.08 | |
| | | | | | | | | | | 17,413 | | | 15,194 | | | 0.62 | |
| Commercial Services & Supplies | | | | | | | | | | | | | | | |
| Access CIG, LLC (8) | | L + | 3.75% | | 6.82 | % | | 2/27/2025 | | 5,804 | | | 5,764 | | | 5,573 | | | 0.22 | |
| Allied Universal Holdco, LLC (9) | | L + | 3.75% | | 6.87 | % | | 5/12/2028 | | 8,942 | | | 8,698 | | | 7,886 | | | 0.32 | |
| Anticimex, Inc. (6)(9) | | L + | 4.00% | | 7.07 | % | | 11/16/2028 | | 2,985 | | | 3,010 | | | 2,854 | | | 0.12 | |
| Anticimex, Inc. (6)(9) | | L + | 3.50% | | 6.57 | % | | 11/16/2028 | | 4,990 | | | 4,779 | | | 4,740 | | | 0.19 | |
| Bazaarvoice, Inc. (4)(7)(8) | | L + | 5.75% | | 7.71 | % | | 5/7/2028 | | 19,669 | | | 19,669 | | | 19,669 | | | 0.79 | |
| Belfor Holdings, Inc. (8) | | L + | 4.00% | | 7.12 | % | | 4/6/2026 | | 3,979 | | | 3,961 | | | 3,920 | | | 0.16 | |
| DG Investment Intermediate Holdings 2, Inc. (10) | | L + | 3.75% | | 6.87 | % | | 3/31/2028 | | 7,977 | | | 7,866 | | | 7,456 | | | 0.30 | |
| EAB Global, Inc. (9) | | L + | 3.50% | | 6.31 | % | | 8/16/2028 | | 4,967 | | | 4,877 | | | 4,667 | | | 0.19 | |
| eResearchTechnology, Inc. (11) | | L + | 4.50% | | 7.62 | % | | 2/4/2027 | | 5,228 | | | 5,075 | | | 4,891 | | | 0.20 | |
| First Advantage Holdings, LLC (4)(11) | | L + | 2.75% | | 5.87 | % | | 1/31/2027 | | 6,000 | | | 5,887 | | | 5,830 | | | 0.24 | |
| Foundational Education Group, Inc. (4)(9) | | SOFR + | 3.75% | | 7.56 | % | | 8/31/2028 | | 4,000 | | | 3,878 | | | 3,760 | | | 0.15 | |
| Garda World Security Corp. (6)(8) | | L + | 4.25% | | 7.24 | % | | 2/1/2029 | | 6,000 | | | 5,759 | | | 5,605 | | | 0.23 | |
| Garda World Security Corp. (6)(8) | | SOFR + | 4.25% | | 7.05 | % | | 10/30/2026 | | 3,000 | | | 3,017 | | | 2,831 | | | 0.11 | |
| Genuine Financial Holdings, LLC (8) | | L + | 3.75% | | 6.87 | % | | 7/11/2025 | | 8,906 | | | 8,750 | | | 8,666 | | | 0.35 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited) |
|
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Commercial Services & Supplies (continued) | | | | | | | | | | | | | | | |
| International SOS The Americas LP (4)(6)(9) | | L + | 3.75% | | 7.44 | % | | 9/7/2028 | | $ | 1,985 | | | $ | 1,992 | | | $ | 1,940 | | | 0.08 | % |
| Java Buyer, Inc. (4)(7)(10) | | L + | 5.75% | | 9.04 | % | | 12/15/2027 | | 11,444 | | | 11,223 | | | 11,022 | | | 0.44 | |
| JSS Holdings, Inc. (4)(10) | | L + | 6.00% | | 6.75 | % | | 12/17/2027 | | 36,924 | | | 36,680 | | | 36,924 | | | 1.49 | |
| Knowledge Pro Buyer, Inc. (4)(10) | | L + | 5.75% | | 8.51 | % | | 12/10/2027 | | 18,858 | | | 18,525 | | | 18,480 | | | 0.75 | |
| Knowledge Pro Buyer, Inc. (4)(7)(10) | | L + | 5.75% | | 9.70 | % | | 12/10/2027 | | 620 | | | 552 | | | 543 | | | 0.02 | |
| KPSKY Acquisition, Inc. (4)(10) | | L + | 5.50% | | 8.58 | % | | 10/19/2028 | | 104,290 | | | 99,087 | | | 99,075 | | | 4.00 | |
| PECF USS Intermediate Holding III Corp. (9) | | L + | 4.25% | | 7.37 | % | | 12/15/2028 | | 2,978 | | | 2,994 | | | 2,551 | | | 0.10 | |
| Polyphase Elevator Holding Co. (4)(11) | | L + | 5.50% | | 9.17 | % | | 6/23/2027 | | 21,736 | | | 21,195 | | | 21,193 | | | 0.86 | |
| Recycle & Resource US, LLC (6)(9) | | L + | 3.50% | | 7.17 | % | | 7/14/2028 | | 2,985 | | | 2,998 | | | 2,713 | | | 0.11 | |
| Restaurant Technologies, Inc. (4)(11) | | SOFR + | 4.25% | | 7.80 | % | | 3/17/2029 | | 19,900 | | | 19,437 | | | 19,411 | | | 0.78 | |
| Revspring, Inc. (8) | | L + | 4.00% | | 7.67 | % | | 10/11/2025 | | 2,977 | | | 2,980 | | | 2,878 | | | 0.12 | |
| The Action Environmental Group, Inc. (4)(11) | | L + | 6.00% | | 9.59 | % | | 1/16/2026 | | 19,495 | | | 19,094 | | | 19,251 | | | 0.78 | |
| The Action Environmental Group, Inc. (4)(5)(12) | | L + | 6.00% | | 8.85 | % | | 1/16/2026 | | 13,405 | | | 13,221 | | | 13,237 | | | 0.53 | |
| TRC Companies, Inc. (9) | | L + | 3.75% | | 6.87 | % | | 12/8/2028 | | 4,728 | | | 4,699 | | | 4,441 | | | 0.18 | |
| | | | | | | | | | | 345,666 | | | 342,008 | | | 13.81 | |
| Communications Equipment | | | | | | | | | | | | | | | |
| Commscope Inc (8) | | L + | 3.25% | | 6.37 | % | | 4/6/2026 | | 300 | | | 282 | | | 277 | | | 0.01 | |
| Construction & Engineering | | | | | | | | | | | | | | | |
| Atlas Intermediate III, LLC (4)(10) | | L + | 7.50% | | 10.48 | % | | 2/25/2028 | | 24,247 | | | 24,183 | | | 24,047 | | | 0.97 | |
| Brookfield WEC Holdings, Inc. (9) | | L + | 2.75% | | 5.87 | % | | 8/1/2025 | | 9,944 | | | 9,571 | | | 9,533 | | | 0.38 | |
| Pike Electric Corp. (4)(8) | | L + | 3.00% | | 6.12 | % | | 1/21/2028 | | 3,000 | | | 2,927 | | | 2,919 | | | 0.12 | |
| Pike Electric Corp. (8) | | L + | 3.00% | | 6.12 | % | | 1/21/2028 | | 6,000 | | | 5,824 | | | 5,838 | | | 0.24 | |
| Refficiency Holdings, LLC (7)(10) | | L + | 3.75% | | 6.87 | % | | 12/16/2027 | | 3,792 | | | 3,747 | | | 3,622 | | | 0.15 | |
| | | | | | | | | | | 46,252 | | | 45,960 | | | 1.86 | |
| Construction Materials | | | | | | | | | | | | | | | |
| Quikrete Holdings, Inc. (4)(11) | | L + | 3.00% | | 6.12 | % | | 6/11/2028 | | 5,970 | | | 5,796 | | | 5,759 | | | 0.23 | |
| White Cap Buyer, LLC (9) | | SOFR + | 3.75% | | 6.78 | % | | 10/19/2027 | | 5,193 | | | 5,007 | | | 4,870 | | | 0.20 | |
| | | | | | | | | | | 10,803 | | | 10,629 | | | 0.43 | |
| Containers & Packaging | | | | | | | | | | | | | | | |
| Ascend Buyer, LLC (4)(10) | | L + | 5.75% | | 9.42 | % | | 10/2/2028 | | 57,814 | | | 57,237 | | | 57,236 | | | 2.31 | |
| Berlin Packaging, LLC (9) | | L + | 3.75% | | 6.32 | % | | 3/11/2028 | | 8,942 | | | 8,734 | | | 8,467 | | | 0.34 | |
| Bway Holding Corporation (8) | | L + | 3.25% | | 5.81 | % | | 4/3/2024 | | 1,984 | | | 1,964 | | | 1,857 | | | 0.07 | |
| Charter NEX US, Inc. (10) | | L + | 3.75% | | 6.56 | % | | 12/1/2027 | | 6,467 | | | 6,214 | | | 6,153 | | | 0.25 | |
| Graham Packaging Co, Inc. (10) | | L + | 3.00% | | 6.12 | % | | 8/4/2027 | | 4,466 | | | 4,416 | | | 4,267 | | | 0.17 | |
| Novolex, Inc. (9) | | SOFR + | 4.18% | | 7.31 | % | | 4/13/2029 | | 8,978 | | | 8,662 | | | 8,494 | | | 0.34 | |
| ProAmpac PG Borrower, LLC (10) | | L + | 3.75% | | 6.04 | % | | 11/3/2025 | | 2,985 | | | 2,994 | | | 2,811 | | | 0.11 | |
| Ring Container Technologies Group, LLC (9) | | L + | 3.75% | | 6.87 | % | | 8/12/2028 | | 2,985 | | | 2,873 | | | 2,885 | | | 0.12 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited) |
|
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Containers & Packaging (continued) | | | | | | | | | | | | | | | |
| TricorBraun Holdings, Inc. (9) | | L + | 3.25% | | 6.37 | % | | 3/3/2028 | | $ | 7,318 | | | $ | 7,023 | | | $ | 6,892 | | | 0.28 | % |
| Trident TPI Holdings, Inc. (11) | | L + | 3.25% | | 6.92 | % | | 10/17/2024 | | 3,013 | | | 3,013 | | | 2,944 | | | 0.12 | |
| Trident TPI Holdings, Inc. (7)(9) | | L + | 4.00% | | 7.67 | % | | 9/15/2028 | | 5,688 | | | 5,446 | | | 5,389 | | | 0.22 | |
| | | | | | | | | | | 108,576 | | | 107,396 | | | 4.33 | |
| Distributors | | | | | | | | | | | | | | | |
| BP Purchaser, LLC (4)(10) | | L + | 5.50% | | 8.74 | % | | 12/11/2028 | | 44,604 | | | 43,762 | | | 43,712 | | | 1.76 | |
| Bution Holdco 2, Inc. (4)(11) | | L + | 6.25% | | 9.37 | % | | 10/17/2025 | | 23,399 | | | 23,256 | | | 23,399 | | | 0.94 | |
| Dana Kepner Company, LLC (4)(11) | | SOFR + | 6.00% | | 9.62 | % | | 12/29/2026 | | 15,750 | | | 15,784 | | | 15,671 | | | 0.63 | |
| Genuine Cable Group, LLC (4)(10) | | L + | 5.75% | | 8.88 | % | | 11/2/2026 | | 32,222 | | | 31,726 | | | 31,900 | | | 1.29 | |
| Marcone Yellowstone Buyer, Inc. (4)(5)(6)(10) | | L + | 5.50% | | 9.17 | % | | 6/23/2028 | | 63,361 | | | 62,096 | | | 62,093 | | | 2.51 | |
| Tailwind Colony Holding Corporation (4)(7)(11) | | L + | 6.25% | | 9.92 | % | | 11/13/2024 | | 31,584 | | | 31,108 | | | 31,108 | | | 1.26 | |
| Unified Door & Hardware Group, LLC (4)(11) | | L + | 5.75% | | 7.65 | % | | 12/18/2027 | | 39,716 | | | 39,606 | | | 38,723 | | | 1.56 | |
| | | | | | | | | | | 247,339 | | | 246,606 | | | 9.95 | |
| Diversified Consumer Services | | | | | | | | | | | | | | | |
| Ascend Learning, LLC (9) | | L + | 3.50% | | 6.62 | % | | 12/11/2028 | | 8,164 | | | 7,878 | | | 7,560 | | | 0.31 | |
| Cambium Learning Group, Inc. (4)(7)(10) | | L + | 5.50% | | 8.21 | % | | 7/20/2028 | | 35,059 | | | 35,059 | | | 35,059 | | | 1.41 | |
| Colibri Group, LLC (10) | | SOFR + | 5.00% | | 7.34 | % | | 3/12/2029 | | 3,980 | | | 3,943 | | | 3,861 | | | 0.16 | |
| Dreambox Learning Holding LLC (4)(5)(10) | | L + | 6.25% | | 9.44 | % | | 12/1/2027 | | 34,200 | | | 33,598 | | | 32,832 | | | 1.32 | |
| EM Bidco Limited (6)(9) | | SOFR + | 4.25% | | 7.90 | % | | 7/6/2029 | | 5,000 | | | 4,983 | | | 4,719 | | | 0.19 | |
| KUEHG Corp. (11) | | L + | 3.75% | | 6.87 | % | | 2/21/2025 | | 6,956 | | | 6,796 | | | 6,591 | | | 0.27 | |
| Learning Care Group (11) | | L + | 3.25% | | 6.02 | % | | 3/13/2025 | | 7,952 | | | 7,694 | | | 7,542 | | | 0.30 | |
| Pre-Paid Legal Services, Inc. (9) | | L + | 3.75% | | 6.82 | % | | 12/15/2028 | | 7,960 | | | 7,791 | | | 7,579 | | | 0.31 | |
| Prime Security Service Borrower, LLC (10) | | L + | 2.75% | | 5.30 | % | | 9/23/2026 | | 4,975 | | | 4,833 | | | 4,830 | | | 0.19 | |
| Renaissance Learning, Inc. (4)(9) | | SOFR + | 4.50% | | 7.10 | % | | 3/30/2029 | | 3,990 | | | 3,928 | | | 3,837 | | | 0.15 | |
| Rinchem Company, LLC (4)(9) | | SOFR + | 4.50% | | 8.15 | % | | 3/2/2029 | | 3,990 | | | 3,972 | | | 3,825 | | | 0.15 | |
| University Support Services, LLC (9) | | L + | 3.25% | | 6.37 | % | | 2/10/2029 | | 9,140 | | | 8,924 | | | 8,683 | | | 0.35 | |
| Weld North Education, LLC (9) | | L + | 3.75% | | 6.87 | % | | 12/21/2027 | | 1,986 | | | 1,968 | | | 1,926 | | | 0.08 | |
| | | | | | | | | | | 131,365 | | | 128,843 | | | 5.20 | |
| Diversified Financial Services | | | | | | | | | | | | | | | |
| Barbri Holdings, Inc. (4)(7)(10) | | L + | 5.75% | | 8.87 | % | | 4/30/2028 | | 52,437 | | | 51,925 | | | 51,899 | | | 2.09 | |
| Corporation Service Company (4)(8) | | SOFR + | 3.25% | | 3.75 | % | | 8/31/2029 | | 2,527 | | | 2,451 | | | 2,470 | | | 0.10 | |
| Mitchell International, Inc. (9) | | L + | 3.75% | | 6.73 | % | | 10/15/2028 | | 8,458 | | | 8,191 | | | 7,688 | | | 0.31 | |
| Polaris Newco, LLC (9) | | L + | 4.00% | | 7.67 | % | | 6/2/2028 | | 6,965 | | | 6,656 | | | 6,445 | | | 0.26 | |
| Sedgwick Claims Management Services, Inc. (6)(8) | | L + | 3.25% | | 6.37 | % | | 12/31/2025 | | 7,469 | | | 7,319 | | | 7,093 | | | 0.29 | |
| | | | | | | | | | | 76,541 | | | 75,595 | | | 3.05 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited) |
|
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Diversified Telecommunication Services | | | | | | | | | | | | | | | |
| Zacapa, LLC (6)(9) | | SOFR + | 4.25% | | 7.80 | % | | 3/22/2029 | | $ | 5,970 | | | $ | 5,875 | | | $ | 5,686 | | | 0.23 | % |
| Zayo Group Holdings, Inc. (9) | | SOFR + | 4.25% | | 7.28 | % | | 3/9/2027 | | 6,965 | | | 6,740 | | | 6,088 | | | 0.25 | |
| | | | | | | | | | | 12,615 | | | 11,775 | | | 0.48 | |
| Electric Utilities | | | | | | | | | | | | | | | |
| Qualus Power Services Corp. (4)(7)(11) | | L + | 5.50% | | 8.27 | % | | 3/26/2027 | | 10,796 | | | 10,681 | | | 10,659 | | | 0.43 | |
| Electrical Equipment | | | | | | | | | | | | | | | |
| Madison IAQ, LLC (9) | | L + | 3.25% | | 6.82 | % | | 6/21/2028 | | 6,712 | | | 6,532 | | | 6,219 | | | 0.25 | |
| Electronic Equipment, Instruments & Components | | | | | | | | | | | | | | | |
| Albireo Energy, LLC (4)(5)(11) | | L + | 6.00% | | 9.63 | % | | 12/23/2026 | | 14,842 | | | 14,654 | | | 13,987 | | | 0.56 | |
| CPI International, Inc. (11) | | L + | 3.50% | | 6.62 | % | | 7/26/2024 | | 1,985 | | | 1,989 | | | 1,960 | | | 0.08 | |
| Infinite Bidco, LLC (9) | | L + | 3.25% | | 6.92 | % | | 3/2/2028 | | 2,977 | | | 2,991 | | | 2,832 | | | 0.11 | |
| Ingram Micro, Inc. (4)(9) | | L + | 3.50% | | 7.17 | % | | 6/30/2028 | | 2,977 | | | 2,990 | | | 2,907 | | | 0.12 | |
| | | | | | | | | | | 22,625 | | | 21,686 | | | 0.87 | |
| Energy Equipment & Services | | | | | | | | | | | | | | | |
| Tetra Technologies, Inc. (4)(6)(11) | | L + | 6.25% | | 9.37 | % | | 9/10/2025 | | 22,793 | | | 22,793 | | | 22,793 | | | 0.92 | |
| Entertainment | | | | | | | | | | | | | | | |
| CE Intermediate I, LLC (4)(9) | | L + | 4.00% | | 6.91 | % | | 11/10/2028 | | 4,979 | | | 4,974 | | | 4,655 | | | 0.19 | |
| Recorded Books, Inc. (8) | | SOFR + | 4.00% | | 7.08 | % | | 8/29/2025 | | 4,000 | | | 3,948 | | | 3,859 | | | 0.16 | |
| | | | | | | | | | | 8,923 | | | 8,514 | | | 0.35 | |
| Health Care Equipment & Supplies | | | | | | | | | | | | | | | |
| Auris Luxembourg III Sarl (6)(8) | | L + | 3.75% | | 5.58 | % | | 2/27/2026 | | 7,956 | | | 7,620 | | | 7,002 | | | 0.28 | |
| CSHC Buyerco, LLC (4)(7)(11) | | L + | 4.75% | | 8.42 | % | | 9/8/2026 | | 7,489 | | | 7,323 | | | 7,352 | | | 0.30 | |
| CPI Buyer, LLC (4)(7)(10) | | L + | 5.50% | | 8.57 | % | | 11/1/2028 | | 114,112 | | | 110,946 | | | 110,575 | | | 4.46 | |
| Messer GMBH (9) | | L + | 2.50% | | 6.17 | % | | 3/2/2026 | | 3,396 | | | 3,330 | | | 3,256 | | | 0.13 | |
| Mozart Borrower LP (9) | | L + | 3.25% | | 6.37 | % | | 10/23/2028 | | 8,965 | | | 8,743 | | | 8,260 | | | 0.33 | |
| Natus Medical Incorporated (4)(9) | | SOFR + | 5.50% | | 6.00 | % | | 7/20/2029 | | 3,720 | | | 3,478 | | | 3,478 | | | 0.14 | |
| Resonetics, LLC (10) | | L + | 4.00% | | 6.37 | % | | 4/28/2028 | | 2,977 | | | 2,967 | | | 2,836 | | | 0.11 | |
| Sunshine Luxembourg VII S.à r.l, LLC (6)(10) | | L + | 3.75% | | 7.42 | % | | 10/1/2026 | | 9,937 | | | 9,666 | | | 9,272 | | | 0.37 | |
| | | | | | | | | | | 154,074 | | | 152,030 | | | 6.12 | |
| Health Care Providers & Services | | | | | | | | | | | | | | | |
| ACI Group Holdings, Inc. (4)(5)(10) | | L + | 5.50% | | 9.17 | % | | 8/2/2028 | | 104,553 | | | 103,510 | | | 103,508 | | | 4.18 | |
| ADCS Clinics Intermediate Holdings, LLC (4)(7)(11) | | L + | 6.50% | | 8.47 | % | | 5/7/2027 | | 29,029 | | | 28,628 | | | 28,571 | | | 1.15 | |
| ADMI Corp. (9) | | L + | 3.75% | | 6.87 | % | | 12/23/2027 | | 5,964 | | | 5,762 | | | 5,323 | | | 0.21 | |
| AmeriVet Partners Management, Inc. (4)(5)(10) | | SOFR + | 5.50% | | 9.20 | % | | 2/25/2028 | | 74,244 | | | 72,393 | | | 72,388 | | | 2.92 | |
| CCBlue Bidco, Inc. (4)(7)(10) | | L + | 6.25% | | 7.17 | % | | 12/21/2028 | | 20,796 | | | 20,414 | | | 19,832 | | | 0.80 | |
| CHG Healthcare Services, Inc. (9) | | L + | 3.25% | | 6.37 | % | | 9/29/2028 | | 8,955 | | | 8,607 | | | 8,622 | | | 0.35 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited) |
|
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Health Care Providers & Services (continued) | | | | | | | | | | | | | | | |
| DCA Investment Holdings, LLC (4)(7)(10) | | SOFR + | 6.25% | | 9.98 | % | | 4/3/2028 | | $ | 24,521 | | | $ | 24,284 | | | $ | 24,279 | | | 0.98 | % |
| Electron Bidco, Inc. (9) | | L + | 3.00% | | 6.12 | % | | 11/1/2028 | | 6,965 | | | 6,775 | | | 6,617 | | | 0.27 | |
| Epoch Acquisition, Inc. (4)(11) | | L + | 6.00% | | 9.12 | % | | 10/4/2024 | | 29,204 | | | 29,191 | | | 29,191 | | | 1.18 | |
| Forefront Management Holdings, LLC (4)(7)(9) | | SOFR + | 4.25% | | 6.85 | % | | 3/23/2029 | | 6,819 | | | 6,701 | | | 6,481 | | | 0.26 | |
| Global Medical Response, Inc. (11) | | L + | 4.25% | | 6.81 | % | | 10/2/2025 | | 4,967 | | | 4,865 | | | 4,331 | | | 0.17 | |
| Heartland Dental, LLC (4)(8) | | SOFR + | 5.00% | | 8.55 | % | | 4/30/2025 | | 34,722 | | | 33,069 | | | 32,639 | | | 1.32 | |
| Heartland Dental, LLC (8) | | L + | 4.00% | | 7.08 | % | | 4/30/2025 | | 4,589 | | | 4,592 | | | 4,265 | | | 0.17 | |
| ICS US Holdings, Inc. (4)(6)(9) | | SOFR + | 4.60% | | 7.59 | % | | 6/8/2028 | | 26,717 | | | 24,984 | | | 24,980 | | | 1.01 | |
| Jayhawk Buyer, LLC (4)(11) | | L + | 5.00% | | 8.68 | % | | 10/15/2026 | | 31,382 | | | 31,115 | | | 31,069 | | | 1.25 | |
| LifePoint Health, Inc. (8) | | L + | 3.75% | | 6.87 | % | | 11/16/2025 | | 7,000 | | | 6,994 | | | 6,526 | | | 0.26 | |
| Midwest Physician Administrative Services, LLC (10) | | L + | 3.25% | | 6.92 | % | | 3/12/2028 | | 2,977 | | | 2,982 | | | 2,740 | | | 0.11 | |
| National Mentor Holdings, Inc. (10) | | L + | 3.75% | | 7.43 | % | | 3/2/2028 | | 3,000 | | | 2,540 | | | 2,162 | | | 0.09 | |
| Navigator Acquiror, Inc. (4)(7)(9) | | L + | 5.75% | | 8.49 | % | | 7/16/2027 | | 16,569 | | | 16,504 | | | 16,468 | | | 0.66 | |
| NMSC Holdings, Inc. (10) | | SOFR + | 5.25% | | 8.43 | % | | 2/23/2029 | | 3,980 | | | 3,943 | | | 3,592 | | | 0.14 | |
| Onex TSG Intermediate Corp. (6)(10) | | L + | 4.75% | | 7.87 | % | | 2/28/2028 | | 1,985 | | | 1,999 | | | 1,760 | | | 0.07 | |
| Pathway Vet Alliance, LLC (8) | | L + | 3.75% | | 7.42 | % | | 3/31/2027 | | 4,967 | | | 4,875 | | | 4,402 | | | 0.18 | |
| Pediatric Associates Holding Co., LLC (7)(9) | | L + | 3.25% | | 5.08 | % | | 12/29/2028 | | 3,718 | | | 3,702 | | | 3,579 | | | 0.14 | |
| PetVet Care Centers, LLC (10) | | L + | 3.50% | | 6.62 | % | | 2/14/2025 | | 6,462 | | | 6,290 | | | 6,001 | | | 0.24 | |
| Phoenix Guarantor, Inc. (6)(8) | | L + | 3.50% | | 6.67 | % | | 3/5/2026 | | 8,447 | | | 8,263 | | | 8,033 | | | 0.32 | |
| PSKW Intermediate, LLC (4)(11) | | L + | 6.25% | | 9.37 | % | | 3/9/2026 | | 35,049 | | | 35,049 | | | 35,049 | | | 1.41 | |
| Radnet, Inc. (6)(10) | | L + | 3.00% | | 6.12 | % | | 4/21/2028 | | 4,280 | | | 4,281 | | | 4,123 | | | 0.17 | |
| Reverb Buyer, Inc. (7)(9) | | L + | 3.50% | | 6.38 | % | | 11/1/2028 | | 3,431 | | | 3,390 | | | 3,250 | | | 0.13 | |
| Smile Doctors, LLC (4)(7)(10) | | L + | 5.75% | | 9.42 | % | | 12/23/2028 | | 123,007 | | | 120,552 | | | 120,469 | | | 4.86 | |
| Stepping Stones Healthcare Services, LLC (4)(7)(10) | | L + | 5.75% | | 11.00 | % | | 1/2/2029 | | 13,058 | | | 12,764 | | | 12,517 | | | 0.51 | |
| Surgery Centers Holdings, Inc. (6)(10) | | L + | 3.75% | | 6.51 | % | | 8/31/2026 | | 9,937 | | | 9,717 | | | 9,454 | | | 0.38 | |
| | | | | | | | | | | | | | | |
| U.S. Anesthesia Partners, Inc. (9) | | L + | 4.25% | | 6.81 | % | | 10/1/2028 | | 2,985 | | | 3,000 | | | 2,812 | | | 0.11 | |
| US Oral Surgery Management Holdco, LLC (4)(7)(10) | | L + | 5.50% | | 8.47 | % | | 11/18/2027 | | 23,460 | | | 23,088 | | | 23,255 | | | 0.94 | |
| WHCG Purchaser III, Inc. (4)(5)(7)(10) | | L + | 5.75% | | 9.42 | % | | 6/22/2028 | | 6,365 | | | 6,219 | | | 5,838 | | | 0.24 | |
| WP CityMD Bidco, LLC (9) | | L + | 3.25% | | 6.92 | % | | 12/22/2028 | | 7,157 | | | 7,041 | | | 6,860 | | | 0.28 | |
| | | | | | | | | | | 688,083 | | | 680,986 | | | 27.46 | |
| Health Care Technology | | | | | | | | | | | | | | | |
| Edifecs, Inc. (4)(10) | | L + | 5.50% | | 9.17 | % | | 9/21/2026 | | 9,795 | | | 9,670 | | | 9,697 | | | 0.39 | |
| Edifecs, Inc. (4)(11) | | L + | 7.50% | | 11.17 | % | | 9/21/2026 | | 17,945 | | | 18,402 | | | 18,483 | | | 0.75 | |
| GI Ranger Intermediate, LLC (4)(10) | | SOFR + | 6.00% | | 9.70 | % | | 10/29/2028 | | 34,264 | | | 33,751 | | | 33,750 | | | 1.36 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited) |
|
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Health Care Technology (continued) | | | | | | | | | | | | | | | |
| Imprivata, Inc. (9) | | SOFR + | 4.25% | | 7.28 | % | | 12/1/2027 | | $ | 4,988 | | | $ | 4,850 | | | $ | 4,836 | | | 0.20 | % |
| Netsmart Technologies, Inc. (10) | | L + | 4.00% | | 7.12 | % | | 10/1/2027 | | 3,942 | | | 3,904 | | | 3,773 | | | 0.15 | |
| Project Ruby Ultimate Parent Corp. (4)(9) | | SOFR + | 5.75% | | 6.25 | % | | 3/10/2028 | | 38,167 | | | 37,025 | | | 37,022 | | | 1.49 | |
| Waystar Technologies, Inc. (8) | | L + | 4.00% | | 7.12 | % | | 10/22/2026 | | 6,967 | | | 6,767 | | | 6,697 | | | 0.27 | |
| | | | | | | | | | | 114,369 | | | 114,257 | | | 4.61 | |
| Hotels, Restaurants & Leisure | | | | | | | | | | | | | | | |
| Alterra Mountain Company (9) | | L + | 3.50% | | 6.62 | % | | 8/17/2028 | | 6,965 | | | 6,748 | | | 6,769 | | | 0.27 | |
| Fertitta Entertainment, LLC (9) | | SOFR + | 4.00% | | 7.03 | % | | 1/27/2029 | | 6,965 | | | 6,665 | | | 6,481 | | | 0.26 | |
| GVC Holdings Gibraltar, Ltd. (6)(9) | | L + | 2.50% | | 6.17 | % | | 3/29/2027 | | 2,985 | | | 2,922 | | | 2,914 | | | 0.12 | |
| IRB Holding Corp. (10) | | SOFR + | 2.75% | | 5.87 | % | | 2/5/2025 | | 1,984 | | | 1,986 | | | 1,922 | | | 0.08 | |
| IRB Holding Corp. (10) | | SOFR + | 3.00% | | 5.70 | % | | 12/15/2027 | | 7,373 | | | 7,199 | | | 6,926 | | | 0.28 | |
| Scientific Games Holdings LP (9) | | SOFR + | 3.50% | | 5.62 | % | | 4/4/2029 | | 2,000 | | | 1,897 | | | 1,858 | | | 0.07 | |
| Tacala Investment Corp. (10) | | L + | 3.50% | | 6.62 | % | | 2/5/2027 | | 7,977 | | | 7,812 | | | 7,474 | | | 0.30 | |
| Twin River Worldwide Holdings, Inc. (6)(9) | | L + | 3.25% | | 5.93 | % | | 10/2/2028 | | 8,373 | | | 8,090 | | | 7,585 | | | 0.31 | |
| Whatabrands, LLC (9) | | L + | 3.25% | | 6.37 | % | | 8/3/2028 | | 8,797 | | | 8,497 | | | 8,165 | | | 0.33 | |
| | | | | | | | | | | 51,817 | | | 50,094 | | | 2.02 | |
| Household Durables | | | | | | | | | | | | | | | |
| AI Aqua Merger Sub, Inc. (6)(9) | | SOFR + | 3.75% | | 4.50 | % | | 7/31/2028 | | 9,000 | | | 8,673 | | | 8,395 | | | 0.34 | |
| Fluidra SA (6)(9) | | SOFR + | 2.00% | | 5.13 | % | | 1/29/2029 | | 3,970 | | | 3,961 | | | 3,857 | | | 0.16 | |
| Hunter Douglas, Inc. (6)(9) | | SOFR + | 3.50% | | 6.34 | % | | 2/26/2029 | | 4,000 | | | 3,982 | | | 3,312 | | | 0.13 | |
| | | | | | | | | | | 16,616 | | | 15,564 | | | 0.63 | |
| Industrial Conglomerates | | | | | | | | | | | | | | | |
| Engineered Machinery Holdings, Inc. (10) | | L + | 3.75% | | 7.42 | % | | 5/19/2028 | | 3,980 | | | 3,832 | | | 3,836 | | | 0.15 | |
| FCG Acquisitions, Inc. (9) | | L + | 3.75% | | 7.42 | % | | 3/31/2028 | | 8,947 | | | 8,703 | | | 8,591 | | | 0.35 | |
| SPX Flow, Inc. (9) | | SOFR + | 4.50% | | 7.63 | % | | 4/5/2029 | | 2,000 | | | 1,922 | | | 1,858 | | | 0.07 | |
| Vertical US Newco, Inc. (6)(9) | | L + | 3.50% | | 6.87 | % | | 7/30/2027 | | 4,070 | | | 4,035 | | | 3,911 | | | 0.16 | |
| Victory Buyer, LLC (4)(9) | | L + | 3.75% | | 7.32 | % | | 11/19/2028 | | 5,985 | | | 5,957 | | | 5,461 | | | 0.22 | |
| | | | | | | | | | | 24,449 | | | 23,657 | | | 0.95 | |
| Insurance | | | | | | | | | | | | | | | |
| Alera Group, Inc. (4)(10) | | L + | 5.50% | | 8.31 | % | | 10/2/2028 | | 35,841 | | | 35,126 | | | 35,125 | | | 1.42 | |
| Alliant Holdings Intermediate, LLC (8) | | L + | 3.25% | | 6.37 | % | | 5/9/2025 | | 1,984 | | | 1,972 | | | 1,906 | | | 0.08 | |
| Alliant Holdings Intermediate, LLC (9) | | L + | 3.50% | | 6.49 | % | | 11/6/2027 | | 2,977 | | | 2,993 | | | 2,829 | | | 0.11 | |
| AssuredPartners, Inc. (9) | | SOFR + | 3.50% | | 6.53 | % | | 2/12/2027 | | 8,458 | | | 8,231 | | | 8,027 | | | 0.32 | |
| Baldwin Risk Partners, LLC (6)(9) | | L + | 3.50% | | 6.26 | % | | 10/14/2027 | | 6,955 | | | 6,858 | | | 6,659 | | | 0.27 | |
| BroadStreet Partners, Inc. (8) | | L + | 3.00% | | 6.12 | % | | 1/27/2027 | | 7,952 | | | 7,709 | | | 7,543 | | | 0.30 | |
| Foundation Risk Partners Corp. (4)(10) | | L + | 5.50% | | 7.75 | % | | 10/29/2028 | | 58,774 | | | 58,188 | | | 58,186 | | | 2.35 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited) |
|
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Insurance (continued) | | | | | | | | | | | | | | | |
| Galway Borrower, LLC (4)(5)(6)(10) | | L + | 5.25% | | 7.50 | % | | 9/29/2028 | | $ | 34,350 | | | $ | 33,493 | | | $ | 33,491 | | | 1.35 | % |
| High Street Buyer, Inc. (4)(5)(10) | | L + | 6.00% | | 8.81 | % | | 4/14/2028 | | 5,191 | | | 5,152 | | | 5,152 | | | 0.21 | |
| Howden Group Holdings Limited (6)(10) | | L + | 3.25% | | 6.38 | % | | 11/12/2027 | | 4,489 | | | 4,490 | | | 4,289 | | | 0.17 | |
| HUB International Limited (10) | | L + | 3.25% | | 5.98 | % | | 4/25/2025 | | 2,977 | | | 2,993 | | | 2,874 | | | 0.12 | |
| HUB International Limited (8) | | L + | 3.00% | | 5.77 | % | | 4/25/2025 | | 4,807 | | | 4,612 | | | 4,631 | | | 0.19 | |
| NFP Corp. (8) | | L + | 3.25% | | 6.37 | % | | 2/15/2027 | | 9,290 | | | 9,003 | | | 8,751 | | | 0.35 | |
| PGIS Intermediate Holdings, LLC (4)(5)(10) | | L + | 5.50% | | 8.56 | % | | 10/16/2028 | | 48,669 | | | 47,091 | | | 47,087 | | | 1.90 | |
| RSC Acquisition, Inc. (4)(5)(10) | | SOFR + | 5.50% | | 8.39 | % | | 10/30/2026 | | 35,152 | | | 34,451 | | | 34,448 | | | 1.39 | |
| SG Acquisition, Inc. (4)(9) | | L + | 5.00% | | 9.17 | % | | 1/27/2027 | | 67,003 | | | 66,933 | | | 67,003 | | | 2.70 | |
| USI, Inc. (4)(11) | | L + | 3.00% | | 6.42 | % | | 5/16/2024 | | 3,482 | | | 3,442 | | | 3,397 | | | 0.14 | |
| | | | | | | | | | | 332,738 | | | 331,399 | | | 13.37 | |
| Interactive Media & Services | | | | | | | | | | | | | | | |
| Ancestry.com Operations, Inc (9) | | L + | 3.25% | | 6.37 | % | | 12/6/2027 | | 2,970 | | | 2,974 | | | 2,683 | | | 0.11 | |
| Cengage Learning, Inc. (11) | | L + | 4.75% | | 7.81 | % | | 7/14/2026 | | 1,489 | | | 1,500 | | | 1,352 | | | 0.05 | |
| MH Sub I, LLC (11) | | L + | 3.75% | | 6.87 | % | | 9/13/2024 | | 2,971 | | | 2,988 | | | 2,839 | | | 0.11 | |
| MH Sub I, LLC (8) | | L + | 3.75% | | 6.87 | % | | 9/13/2024 | | 4,967 | | | 4,799 | | | 4,748 | | | 0.19 | |
| Project Boost Purchaser, LLC (8) | | L + | 3.50% | | 6.62 | % | | 6/1/2026 | | 6,967 | | | 6,787 | | | 6,638 | | | 0.27 | |
| Red Planet Borrower, LLC (9) | | L + | 3.75% | | 6.87 | % | | 10/2/2028 | | 4,962 | | | 4,946 | | | 3,302 | | | 0.13 | |
| SurveyMonkey, Inc. (4)(6)(8) | | L + | 3.75% | | 6.87 | % | | 10/10/2025 | | 569 | | | 568 | | | 552 | | | 0.02 | |
| William Morris Endeavor Entertainment, LLC (8) | | L + | 2.75% | | 5.87 | % | | 5/18/2025 | | 5,428 | | | 5,225 | | | 5,194 | | | 0.21 | |
| | | | | | | | | | | 29,786 | | | 27,308 | | | 1.09 | |
| Internet & Direct Marketing Retail | | | | | | | | | | | | | | | |
| Donuts, Inc. (4)(11) | | SOFR + | 6.00% | | 8.91 | % | | 12/29/2027 | | 9,710 | | | 9,613 | | | 9,613 | | | 0.39 | |
| Donuts, Inc. (4)(11) | | SOFR + | 6.00% | | 8.91 | % | | 12/29/2026 | | 32,863 | | | 32,698 | | | 32,535 | | | 1.31 | |
| Prodege International Holdings, LLC (4)(7)(10) | | L + | 5.75% | | 9.04 | % | | 12/15/2027 | | 20,608 | | | 20,246 | | | 20,141 | | | 0.81 | |
| | | | | | | | | | | 62,557 | | | 62,288 | | | 2.51 | |
| IT Services | | | | | | | | | | | | | | | |
| AI Altius Bidco, Inc. (4)(5)(10) | | L + | 5.50% | | 8.28 | % | | 12/1/2028 | | 29,429 | | | 28,842 | | | 28,840 | | | 1.16 | |
| Dcert Buyer, Inc. (8) | | SOFR + | 4.00% | | 6.90 | % | | 10/16/2026 | | 9,949 | | | 9,595 | | | 9,519 | | | 0.38 | |
| Endurance International Group Holdings, Inc. (10) | | L + | 3.50% | | 6.18 | % | | 2/10/2028 | | 4,470 | | | 4,369 | | | 3,799 | | | 0.15 | |
| Ensono Holdings, LLC (10) | | L + | 3.75% | | 6.87 | % | | 11/23/2028 | | 2,755 | | | 2,718 | | | 2,424 | | | 0.10 | |
| Park Place Technologies, LLC (11) | | SOFR + | 5.00% | | 8.13 | % | | 11/10/2027 | | 26,618 | | | 25,609 | | | 25,331 | | | 1.02 | |
| Rackspace Technology Global (10) | | L + | 2.75% | | 5.62 | % | | 2/15/2028 | | 790 | | | 743 | | | 568 | | | 0.02 | |
| Razor Holdco, LLC (4)(10) | | L + | 5.75% | | 8.25 | % | | 10/25/2027 | | 25,870 | | | 25,415 | | | 25,353 | | | 1.02 | |
| Sabre GLBL, Inc. (4)(6)(9) | | L + | 3.50% | | 6.62 | % | | 6/30/2028 | | 4,777 | | | 4,539 | | | 4,437 | | | 0.18 | |
| Sabre GLBL, Inc. (6)(9) | | L + | 3.50% | | 6.62 | % | | 12/17/2027 | | 4,975 | | | 4,719 | | | 4,467 | | | 0.18 | |
| Turing Midco, LLC (4)(11) | | L + | 2.75% | | 4.42 | % | | 3/23/2028 | | 2,786 | | | 2,749 | | | 2,742 | | | 0.11 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited) |
|
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| IT Services (continued) | | | | | | | | | | | | | | | |
| Virtusa Corp. (10) | | L + | 3.75% | | 6.88 | % | | 2/15/2029 | | $ | 5,975 | | | $ | 5,878 | | | $ | 5,617 | | | 0.23 | % |
| | | | | | | | | | | 115,177 | | | 113,098 | | | 4.55 | |
| Leisure Products | | | | | | | | | | | | | | | |
| Motion Finco, LLC (6)(8) | | L + | 3.25% | | 6.92 | % | | 11/12/2026 | | 8,476 | | | 8,092 | | | 7,767 | | | 0.31 | |
| Recess Holdings, Inc. (11) | | L + | 3.75% | | 6.56 | % | | 9/30/2024 | | 2,189 | | | 2,187 | | | 2,129 | | | 0.09 | |
| | | | | | | | | | | 10,279 | | | 9,896 | | | 0.40 | |
| Life Sciences Tools & Services | | | | | | | | | | | | | | | |
| Cambrex Corp. (10) | | SOFR + | 3.50% | | 6.63 | % | | 12/4/2026 | | 5,947 | | | 5,869 | | | 5,713 | | | 0.23 | |
| Curia Global, Inc. (10) | | L + | 3.75% | | 6.56 | % | | 8/30/2026 | | 10,222 | | | 9,920 | | | 9,528 | | | 0.38 | |
| | | | | | | | | | | 15,789 | | | 15,241 | | | 0.61 | |
| Machinery | | | | | | | | | | | | | | | |
| Pro Mach Group, Inc. (11) | | L + | 4.00% | | 7.12 | % | | 8/31/2028 | | 6,105 | | | 5,941 | | | 5,836 | | | 0.24 | |
| Media | | | | | | | | | | | | | | | |
| Clear Channel Outdoor Holdings, Inc. (6)(8) | | L + | 3.50% | | 6.31 | % | | 8/21/2026 | | 1,985 | | | 1,956 | | | 1,779 | | | 0.07 | |
| Radiate Holdco, LLC (10) | | L + | 3.25% | | 6.37 | % | | 9/25/2026 | | 3,970 | | | 3,977 | | | 3,682 | | | 0.15 | |
| Univision Communications, Inc. (10) | | L + | 3.25% | | 6.37 | % | | 3/15/2026 | | 3,970 | | | 3,967 | | | 3,777 | | | 0.15 | |
| Univision Communications, Inc. (10) | | L + | 2.75% | | 5.87 | % | | 3/15/2024 | | 381 | | | 381 | | | 378 | | | 0.02 | |
| UPC Financing Partnership (4)(11) | | L + | 3.00% | | 5.74 | % | | 1/31/2029 | | 5,500 | | | 5,402 | | | 5,266 | | | 0.21 | |
| Virgin Media Bristol, LLC (4)(11) | | L + | 3.25% | | 6.07 | % | | 1/31/2029 | | 3,500 | | | 3,459 | | | 3,397 | | | 0.14 | |
| | | | | | | | | | | 19,142 | | | 18,280 | | | 0.74 | |
| Metals & Mining | | | | | | | | | | | | | | | |
| SCIH Salt Holdings, Inc. (10) | | L + | 4.00% | | 6.81 | % | | 3/16/2027 | | 3,963 | | | 3,921 | | | 3,691 | | | 0.15 | |
| Oil, Gas & Consumable Fuels | | | | | | | | | | | | | | | |
| CQP Holdco, LP (9) | | L + | 3.75% | | 7.42 | % | | 6/5/2028 | | 7,945 | | | 7,893 | | | 7,680 | | | 0.31 | |
| Eagle Midstream Canada Finance, Inc. (4)(6)(10) | | SOFR + | 6.25% | | 8.96 | % | | 8/15/2028 | | 25,906 | | | 25,526 | | | 25,518 | | | 1.03 | |
| Freeport LNG Investments, LLLP (9) | | L + | 3.50% | | 6.21 | % | | 12/21/2028 | | 4,944 | | | 4,907 | | | 4,589 | | | 0.19 | |
| KKR Alberta Midstrean Fince, Inc. (4)(6)(10) | | SOFR + | 6.25% | | 8.96 | % | | 8/15/2028 | | 14,094 | | | 13,887 | | | 13,882 | | | 0.56 | |
| | | | | | | | | | | 52,213 | | | 51,670 | | | 2.09 | |
| Paper & Forest Products | | | | | | | | | | | | | | | |
| Profile Products, LLC (4)(10) | | L + | 5.50% | | 8.42 | % | | 11/12/2027 | | 58,343 | | | 57,179 | | | 57,176 | | | 2.31 | |
| Pharmaceuticals | | | | | | | | | | | | | | | |
| ANI Pharmaceuticals, Inc. (6)(10) | | L + | 6.00% | | 9.12 | % | | 4/27/2028 | | 40,616 | | | 38,935 | | | 38,727 | | | 1.56 | |
| Jazz Pharmaceuticals, Inc. (6)(9) | | L + | 3.50% | | 6.62 | % | | 5/5/2028 | | 3,581 | | | 3,582 | | | 3,468 | | | 0.14 | |
| | | | | | | | | | | 42,517 | | | 42,195 | | | 1.70 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited) |
|
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Professional Services | | | | | | | | | | | | | | | |
| ALKU, LLC (4)(10) | | SOFR + | 5.25% | | 8.95 | % | | 3/1/2028 | | $ | 19,700 | | | $ | 19,613 | | | $ | 19,651 | | | 0.79 | % |
| Aqgen Island Holdings, Inc. (9) | | L + | 3.50% | | 7.19 | % | | 8/2/2028 | | 7,960 | | | 7,663 | | | 7,264 | | | 0.29 | |
| Armor Holdco, Inc. (6)(9) | | L + | 4.50% | | 8.17 | % | | 12/11/2028 | | 4,216 | | | 4,134 | | | 4,105 | | | 0.17 | |
| Camelot US Acquisition, LLC (6)(11) | | L + | 3.00% | | 6.12 | % | | 10/30/2026 | | 3,975 | | | 3,884 | | | 3,852 | | | 0.16 | |
| Cast & Crew Payroll, LLC (9) | | SOFR + | 3.75% | | 6.78 | % | | 12/29/2028 | | 4,963 | | | 4,960 | | | 4,824 | | | 0.19 | |
| CFGI Holdings, LLC (4)(6)(10) | | L + | 5.00% | | 8.12 | % | | 11/1/2027 | | 92,940 | | | 92,940 | | | 92,940 | | | 3.75 | |
| Deerfield Dakota Holding, LLC (11) | | SOFR + | 3.75% | | 6.78 | % | | 4/9/2027 | | 9,942 | | | 9,730 | | | 9,403 | | | 0.38 | |
| Galaxy US Opco, Inc. (6)(9) | | SOFR + | 4.75% | | 7.78 | % | | 4/29/2029 | | 5,000 | | | 4,882 | | | 4,713 | | | 0.19 | |
| IG Investments Holdings, LLC (4)(5)(10) | | L + | 6.00% | | 9.12 | % | | 9/22/2028 | | 104,361 | | | 103,840 | | | 103,839 | | | 4.19 | |
| Kwor Acquisition, Inc. (4)(10) | | L + | 5.25% | | 8.85 | % | | 12/22/2028 | | 70,557 | | | 68,093 | | | 68,088 | | | 2.75 | |
| National Intergovernmental Purchasing Alliance Co. (8) | | SOFR + | 3.50% | | 7.05 | % | | 5/23/2025 | | 4,977 | | | 4,933 | | | 4,827 | | | 0.19 | |
| Sherlock Buyer Corp. (4)(10) | | L + | 5.75% | | 9.42 | % | | 12/8/2028 | | 21,280 | | | 21,121 | | | 21,120 | | | 0.85 | |
| The Dun & Bradstreet Corporation (8) | | L + | 3.25% | | 6.33 | % | | 2/6/2026 | | 8,034 | | | 7,753 | | | 7,786 | | | 0.31 | |
| Trans Union, LLC (9) | | L + | 2.25% | | 5.37 | % | | 12/1/2028 | | 2,590 | | | 2,602 | | | 2,514 | | | 0.10 | |
| Trinity Air Consultants Holdings Corp. (4)(10) | | L + | 5.25% | | 7.08 | % | | 6/29/2027 | | 90,073 | | | 89,175 | | | 89,173 | | | 3.60 | |
| Trinity Partners Holdings, LLC (4)(7)(10) | | SOFR + | 5.75% | | 8.31 | % | | 12/21/2028 | | 9,269 | | | 9,080 | | | 9,058 | | | 0.37 | |
| VT Topco, Inc. (7)(10) | | L + | 3.75% | | 6.87 | % | | 8/1/2025 | | 6,068 | | | 6,022 | | | 5,789 | | | 0.23 | |
| West Monroe Partners, LLC (4)(7)(10) | | L + | 5.50% | | 8.32 | % | | 11/8/2028 | | 29,414 | | | 28,875 | | | 28,665 | | | 1.16 | |
| | | | | | | | | | | 489,301 | | | 487,611 | | | 19.67 | |
| Real Estate Management & Development | | | | | | | | | | | | | | | |
| Cumming Group, Inc. (4)(7)(11) | | L + | 5.25% | | 8.92 | % | | 5/26/2027 | | 13,775 | | | 13,738 | | | 13,600 | | | 0.55 | |
| Progress Residential PM Holdings, LLC (4)(7)(10) | | SOFR + | 6.25% | | 9.38 | % | | 2/16/2028 | | 18,138 | | | 18,299 | | | 18,138 | | | 0.73 | |
| | | | | | | | | | | 32,037 | | | 31,738 | | | 1.28 | |
| Road & Rail | | | | | | | | | | | | | | | |
| Gruden Acquisition, Inc. (4)(5)(11) | | L + | 5.50% | | 7.75 | % | | 7/1/2028 | | 62,080 | | | 61,305 | | | 61,304 | | | 2.47 | |
| Software | | | | | | | | | | | | | | | |
| 2U, Inc. (6)(10) | | L + | 5.75% | | 8.87 | % | | 12/30/2024 | | 51,608 | | | 49,623 | | | 49,596 | | | 2.00 | |
| Apex Group Treasury, LLC (4)(6)(9) | | L + | 3.75% | | 6.56 | % | | 7/27/2028 | | 40,000 | | | 37,400 | | | 38,200 | | | 1.54 | |
| Apex Group Treasury, LLC (6)(9) | | L + | 3.75% | | 6.56 | % | | 7/27/2028 | | 1,094 | | | 1,078 | | | 1,045 | | | 0.04 | |
| Boxer Parent Company, Inc. (8) | | L + | 3.75% | | 6.87 | % | | 10/2/2025 | | 8,936 | | | 8,668 | | | 8,493 | | | 0.34 | |
| Brown Group Holdings, LLC (4)(11) | | L + | 2.50% | | 5.62 | % | | 6/7/2028 | | 5,968 | | | 5,698 | | | 5,687 | | | 0.23 | |
| Cloudera, Inc. (9) | | L + | 3.75% | | 6.87 | % | | 10/8/2028 | | 8,222 | | | 7,932 | | | 7,256 | | | 0.29 | |
| Community Brands ParentCo, LLC (4)(5)(10) | | SOFR + | 5.75% | | 8.88 | % | | 2/24/2028 | | 58,117 | | | 56,958 | | | 56,955 | | | 2.30 | |
| Confine Visual Bidco (4)(6)(10) | | L + | 5.75% | | 8.74 | % | | 2/23/2029 | | 31,109 | | | 30,178 | | | 30,176 | | | 1.22 | |
| ConnectWise, LLC (9) | | L + | 3.50% | | 7.17 | % | | 9/29/2028 | | 4,466 | | | 4,473 | | | 4,187 | | | 0.17 | |
| Delta Topco, Inc. (10) | | L + | 3.75% | | 5.84 | % | | 12/1/2027 | | 3,980 | | | 3,948 | | | 3,622 | | | 0.15 | |
| ECI Macola Max Holding, LLC (6)(10) | | L + | 3.75% | | 7.42 | % | | 11/9/2027 | | 6,967 | | | 6,725 | | | 6,619 | | | 0.27 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited) |
|
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Software (continued) | | | | | | | | | | | | | | | |
| EP Purchaser, LLC (9) | | L + | 3.50% | | 7.17 | % | | 11/6/2028 | | $ | 3,483 | | | $ | 3,475 | | | $ | 3,407 | | | 0.14 | % |
| Epicor Software Corp. (10) | | L + | 3.25% | | 6.37 | % | | 7/30/2027 | | 9,937 | | | 9,670 | | | 9,339 | | | 0.38 | |
| Flexera Software, LLC (10) | | L + | 3.75% | | 6.39 | % | | 3/3/2028 | | 5,951 | | | 5,814 | | | 5,700 | | | 0.23 | |
| GI Consilio Parent, LLC (9) | | L + | 4.00% | | 7.12 | % | | 5/12/2028 | | 7,172 | | | 7,016 | | | 6,670 | | | 0.27 | |
| GovernmentJobs.com, Inc. (4)(7)(10) | | L + | 5.50% | | 8.62 | % | | 12/1/2028 | | 23,482 | | | 22,962 | | | 22,881 | | | 0.92 | |
| GraphPAD Software, LLC (4)(11) | | L + | 5.50% | | 6.50 | % | | 4/27/2027 | | 11,846 | | | 11,728 | | | 11,728 | | | 0.47 | |
| Greeneden U.S. Holdings II, LLC (10) | | L + | 4.00% | | 7.12 | % | | 12/1/2027 | | 4,466 | | | 4,467 | | | 4,265 | | | 0.17 | |
| HS Purchaser, LLC (10) | | L + | 4.00% | | 7.13 | % | | 11/19/2026 | | 3,972 | | | 3,940 | | | 3,662 | | | 0.15 | |
| Hyland Software, Inc. (10) | | L + | 3.50% | | 6.62 | % | | 7/1/2024 | | 3,972 | | | 3,947 | | | 3,856 | | | 0.16 | |
| Idera, Inc. (10) | | L + | 3.75% | | 6.32 | % | | 3/2/2028 | | 2,977 | | | 2,987 | | | 2,774 | | | 0.11 | |
| Informatica, LLC (4)(11) | | L + | 2.75% | | 5.88 | % | | 10/27/2028 | | 1,592 | | | 1,573 | | | 1,550 | | | 0.06 | |
| ION Trading Finance Ltd. (6)(8) | | L + | 4.75% | | 8.42 | % | | 4/3/2028 | | 7,823 | | | 7,464 | | | 7,283 | | | 0.29 | |
| Ivanti Software, Inc. (10) | | L + | 4.00% | | 7.14 | % | | 12/1/2027 | | 1,985 | | | 1,974 | | | 1,555 | | | 0.06 | |
| LD Lower Holdings, Inc. (4)(7)(11) | | L + | 6.50% | | 10.17 | % | | 2/8/2026 | | 15,021 | | | 14,897 | | | 14,796 | | | 0.60 | |
| Maverick Acquisition, Inc. (4)(10) | | SOFR + | 5.00% | | 5.75 | % | | 5/18/2028 | | 27,500 | | | 26,145 | | | 26,125 | | | 1.05 | |
| Medallia, Inc. (4)(13) | | L + | 6.75% PIK | | 9.87 | % | | 10/29/2028 | | 45,886 | | | 45,108 | | | 44,968 | | | 1.81 | |
| Mitnick Purchaser, Inc. (9) | | SOFR + | 4.75% | | 7.39 | % | | 5/2/2029 | | 5,000 | | | 4,976 | | | 4,731 | | | 0.19 | |
| Monk Holding Co. (4)(7)(10) | | L + | 5.75% | | 6.50 | % | | 12/1/2027 | | 91,084 | | | 88,928 | | | 88,828 | | | 3.58 | |
| MRI Software, LLC (5)(11) | | L + | 5.50% | | 9.17 | % | | 2/10/2026 | | 7,789 | | | 7,571 | | | 7,570 | | | 0.31 | |
| Nintex Topco Limited (4)(6)(10) | | L + | 6.00% | | 8.52 | % | | 11/13/2028 | | 32,919 | | | 32,292 | | | 31,932 | | | 1.29 | |
| NortonLifeLock, Inc. (6)(9) | | SOFR + | 2.00% | | 2.50 | % | | 9/12/2029 | | 4,000 | | | 3,980 | | | 3,854 | | | 0.16 | |
| Perforce Software, Inc. (8) | | L + | 3.75% | | 6.87 | % | | 7/1/2026 | | 1,343 | | | 1,339 | | | 1,256 | | | 0.05 | |
| Project Alpha Intermediate Holding, Inc. (8) | | L + | 4.00% | | 7.12 | % | | 4/26/2024 | | 2,977 | | | 2,971 | | | 2,874 | | | 0.12 | |
| Proofpoint, Inc. (5)(9) | | L + | 3.25% | | 6.32 | % | | 8/31/2028 | | 8,918 | | | 8,566 | | | 8,396 | | | 0.34 | |
| Quest Software US Holdings, Inc. (6)(9) | | SOFR + | 4.25% | | 6.98 | % | | 2/1/2029 | | 4,000 | | | 3,964 | | | 2,980 | | | 0.12 | |
| RealPage, Inc. (9) | | L + | 3.00% | | 6.12 | % | | 4/24/2028 | | 7,965 | | | 7,734 | | | 7,483 | | | 0.30 | |
| Relativity ODA, LLC (4)(7)(11) | | L + | 9.59% | | 10.59 | % | | 5/12/2027 | | 35,885 | | | 35,357 | | | 35,339 | | | 1.43 | |
| Rocket Software, Inc. (8) | | L + | 4.25% | | 7.37 | % | | 11/28/2025 | | 1,500 | | | 1,448 | | | 1,438 | | | 0.06 | |
| Rocket Software, Inc. (9) | | L + | 4.25% | | 7.37 | % | | 11/28/2025 | | 5,447 | | | 5,287 | | | 5,240 | | | 0.21 | |
| S2P Acquisition Borrower, Inc. (6)(8) | | SOFR + | 3.75% | | 6.78 | % | | 8/14/2026 | | 4,977 | | | 4,923 | | | 4,871 | | | 0.20 | |
| Solarwinds Holdings, Inc. (4)(11) | | L + | 2.75% | | 5.87 | % | | 2/5/2024 | | 2,930 | | | 2,886 | | | 2,884 | | | 0.12 | |
| Sophia, LP (9) | | L + | 3.50% | | 7.17 | % | | 10/7/2027 | | 9,950 | | | 9,566 | | | 9,589 | | | 0.39 | |
| Sovos Compliance, LLC (9) | | L + | 4.50% | | 7.62 | % | | 8/11/2028 | | 3,969 | | | 3,967 | | | 3,794 | | | 0.15 | |
| SS&C Technologies, Inc. (9) | | SOFR + | 2.25% | | 5.38 | % | | 3/22/2029 | | 4,422 | | | 4,318 | | | 4,312 | | | 0.17 | |
| Stamps.com, Inc. (4)(10) | | L + | 5.75% | | 8.38 | % | | 10/5/2028 | | 29,850 | | | 29,315 | | | 29,253 | | | 1.18 | |
| Stamps.com, Inc. (4)(10) | | L + | 5.75% | | 8.38 | % | | 10/5/2028 | | 29,850 | | | 29,315 | | | 29,253 | | | 1.18 | |
| Surf Holdings, LLC (6)(8) | | L + | 3.50% | | 6.67 | % | | 3/5/2027 | | 4,967 | | | 4,893 | | | 4,815 | | | 0.19 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited) |
|
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| First Lien Debt (continued) | | | | | | | | | | | | | | | |
| Software (continued) | | | | | | | | | | | | | | | |
| Symphony Technology Group (5)(6)(10) | | L + | 4.75% | | 7.87 | % | | 7/27/2028 | | $ | 1,985 | | | $ | 1,989 | | | $ | 1,798 | | | 0.07 | % |
| Symphony Technology Group (5)(6)(9) | | L + | 3.75% | | 6.36 | % | | 3/1/2029 | | 5,990 | | | 5,882 | | | 5,480 | | | 0.22 | |
| The Ultimate Software Group, Inc. (9) | | L + | 3.25% | | 5.54 | % | | 5/4/2026 | | 9,197 | | | 8,931 | | | 8,776 | | | 0.35 | |
| Triple Lift, Inc. (4)(7)(10) | | SOFR + | 5.75% | | 9.58 | % | | 5/8/2028 | | 61,047 | | | 60,424 | | | 60,410 | | | 2.44 | |
| Veritas US, Inc. (6)(11) | | L + | 5.00% | | 8.67 | % | | 9/1/2025 | | 3,696 | | | 3,696 | | | 2,954 | | | 0.12 | |
| Vision Solutions, Inc. (10) | | L + | 4.00% | | 6.78 | % | | 4/24/2028 | | 6,034 | | | 5,975 | | | 5,330 | | | 0.22 | |
| VS Buyer, LLC (4)(11) | | L + | 3.00% | | 6.12 | % | | 2/28/2027 | | 3,065 | | | 3,021 | | | 2,977 | | | 0.12 | |
| | | | | | | | | | | 769,365 | | | 760,809 | | | 30.70 | |
| Specialty Retail | | | | | | | | | | | | | | | |
| CustomInk, LLC (4)(11) | | L + | 6.18% | | 7.18 | % | | 5/3/2026 | | 36,866 | | | 36,481 | | | 36,866 | | | 1.49 | |
| EG Dutch Finco BV (6)(8) | | L + | 4.00% | | 7.67 | % | | 2/7/2025 | | 5,979 | | | 5,746 | | | 5,594 | | | 0.23 | |
| | | | | | | | | | | 42,227 | | | 42,461 | | | 1.72 | |
| Technology Hardware, Storage & Peripherals | | | | | | | | | | | | | | | |
| Lytx, Inc. (4)(11) | | SOFR + | 6.75% | | 9.93 | % | | 2/28/2026 | | 29,322 | | | 29,200 | | | 28,149 | | | 1.14 | |
| Trading Companies & Distributors | | | | | | | | | | | | | | | |
| Core and Main, LP (4)(11) | | L + | 2.50% | | 4.32 | % | | 7/27/2028 | | 3,990 | | | 3,904 | | | 3,824 | | | 0.15 | |
| Foundation Building Materials, Inc. (9) | | L + | 3.25% | | 6.06 | % | | 1/31/2028 | | 6,957 | | | 6,704 | | | 6,293 | | | 0.25 | |
| Icebox Holdco III, Inc. (7)(9) | | L + | 3.75% | | 7.42 | % | | 12/22/2028 | | 4,938 | | | 4,875 | | | 4,580 | | | 0.18 | |
| LBM Acquisition, LLC (10) | | L + | 3.75% | | 7.12 | % | | 12/17/2027 | | 3,980 | | | 3,978 | | | 3,493 | | | 0.14 | |
| Park River Holdings, Inc. (10) | | L + | 3.25% | | 5.53 | % | | 12/28/2027 | | 3,101 | | | 3,091 | | | 2,648 | | | 0.11 | |
| Porcelain Acquisition Corp. (4)(7)(11) | | L + | 5.75% | | 9.42 | % | | 4/1/2027 | | 8,802 | | | 8,600 | | | 8,740 | | | 0.35 | |
| Specialty Building Products Holdings, LLC (9) | | L + | 3.25% | | 6.30 | % | | 10/15/2028 | | 1,995 | | | 2,006 | | | 1,805 | | | 0.07 | |
| SRS Distribution, Inc. (9) | | SOFR + | 3.50% | | 6.31 | % | | 6/2/2028 | | 9,955 | | | 9,727 | | | 9,207 | | | 0.37 | |
| The Cook & Boardman Group, LLC (11) | | SOFR + | 5.75% | | 8.48 | % | | 10/17/2025 | | 47,062 | | | 44,620 | | | 44,179 | | | 1.78 | |
| | | | | | | | | | | 87,506 | | | 84,769 | | | 3.40 | |
| Transportation Infrastructure | | | | | | | | | | | | | | | |
| First Student Bidco, Inc. (9) | | L + | 3.00% | | 6.64 | % | | 7/21/2028 | | 3,981 | | | 3,970 | | | 3,695 | | | 0.15 | |
| Froneri International PLC (4)(11) | | L + | 2.25% | | 5.37 | % | | 1/29/2027 | | 4,928 | | | 4,793 | | | 4,664 | | | 0.19 | |
| Frontline Road Safety, LLC (4)(10) | | L + | 5.75% | | 6.68 | % | | 5/3/2027 | | 13,305 | | | 12,883 | | | 12,673 | | | 0.51 | |
| Roadsafe Holdings, Inc. (4)(11) | | L + | 5.75% | | 9.50 | % | | 10/19/2027 | | 18,871 | | | 18,692 | | | 18,683 | | | 0.75 | |
| | | | | | | | | | | 40,338 | | | 39,715 | | | 1.60 | |
| Wireless Telecommunication Services | | | | | | | | | | | | | | | |
| CCI Buyer, Inc. (10) | | SOFR + | 4.00% | | 7.55 | % | | 12/17/2027 | | 6,758 | | | 6,573 | | | 6,388 | | | 0.26 | |
| First Lien Debt Total | | | | | | | | | | | 4,841,914 | | | 4,781,798 | | | 192.89 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited) |
|
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| Second Lien Debt | | | | | | | | | | | | | | | |
| Diversified Consumer Services | | | | | | | | | | | | | | | |
| Ascend Learning, LLC (4)(9) | | L + | 5.75 | % | | 8.87 | % | | 12/10/2029 | | $ | 5,301 | | | $ | 4,705 | | | $ | 4,909 | | | 0.20 | % |
| Health Care Providers & Services | | | | | | | | | | | | | | | |
| Jayhawk Buyer, LLC (4)(11) | | L + | 8.75 | % | | 11.56 | % | | 10/15/2027 | | 24,712 | | | 24,520 | | | 24,527 | | | 0.99 | |
| Industrial Conglomerates | | | | | | | | | | | | | | | |
| Victory Buyer, LLC (4)(9) | | L + | 7.00 | % | | 10.57 | % | | 11/1/2029 | | 66,704 | | | 65,403 | | | 64,870 | | | 2.62 | |
| Life Sciences Tools & Services | | | | | | | | | | | | | | | |
| Curia Global, Inc. (4)(10) | | L + | 6.50 | % | | 9.31 | % | | 8/31/2029 | | 37,847 | | | 36,997 | | | 36,995 | | | 1.49 | |
| Phoenix Newco, Inc. (4)(6)(9) | | L + | 6.50 | % | | 9.62 | % | | 11/15/2029 | | 37,847 | | | 36,997 | | | 36,995 | | | 1.49 | |
| | | | | | | | | | | 73,994 | | | 73,991 | | | 2.98 | |
| Software | | | | | | | | | | | | | | | |
| Apex Group Treasury, LLC (4)(6)(9) | | L + | 6.75 | % | | 10.42 | % | | 7/27/2029 | | 37,847 | | | 38,036 | | | 38,036 | | | 1.53 | |
| Proofpoint, Inc. (5)(9) | | L + | 6.25 | % | | 9.32 | % | | 8/31/2029 | | 28,890 | | | 28,241 | | | 28,023 | | | 1.13 | |
| Vision Solutions, Inc. (5)(10) | | L + | 7.25 | % | | 10.03 | % | | 4/23/2029 | | 37,847 | | | 32,246 | | | 31,969 | | | 1.29 | |
| | | | | | | | | | | 98,522 | | | 98,028 | | | 3.95 | |
| Transportation Infrastructure | | | | | | | | | | | | | | | |
| Drive Chassis Holdco, LLC (8) | | L + | 6.75 | % | | 9.18 | % | | 4/10/2026 | | 28,066 | | | 27,963 | | | 27,960 | | | 1.13 | |
| Second Lien Total | | | | | | | | | | | 295,107 | | | 294,284 | | | 11.87 | |
| Equity | | | | | | | | | | | | | | | |
| Aerospace & Defense | | | | | | | | | | | | | | | |
| Loar Acquisition 13, LLC - Common Units (4) | | | | | | | | | 2,547,048 | | | $ | 4,305 | | | $ | 5,272 | | | 0.21 | % |
| Air Freight & Logistics | | | | | | | | | | | | | | | |
| AGI Group Holdings LP - A2 Units (4) | | | | | | | | | 194 | | | 208 | | | 208 | | | 0.01 | |
| Mode Holdings, L.P. - Class A-2 Common Units (4) | | | | | | | | | 1,230,769 | | | 2,215 | | | 2,265 | | | 0.09 | |
| | | | | | | | | | | 2,424 | | | 2,473 | | | 0.10 | |
| Distributors | | | | | | | | | | | | | | | |
| Box Co-Invest Blocker, LLC (4) | | | | | | | | | 780,000 | | | 780 | | | 819 | | | 0.03 | |
| Diversified Consumer Services | | | | | | | | | | | | | | | |
| Cambium Holdings, LLC - Senior Preferred Interests (4) | | | | | | | | | 974,662 | | | 1,133 | | | 1,176 | | | 0.05 | |
| Deneb Ultimate Topco, LLC - Class A Units (4) | | | | | | | | | 728 | | | 728 | | | 655 | | | 0.03 | |
| | | | | | | | | | | 1,860 | | | 1,831 | | | 0.08 | |
| Health Care Providers & Services | | | | | | | | | | | | | | | |
| Jayhawk Holdings, LP - A-1 Common Units (4) | | | | | | | | | 797 | | | 210 | | | 227 | | | 0.01 | |
| Jayhawk Holdings, LP - A-2 Common Units (4) | | | | | | | | | 429 | | | 113 | | | 122 | | | — | |
| | | | | | | | | | | 322 | | | 349 | | | 0.01 | |
| Software | | | | | | | | | | | | | | | |
| Lobos Parent, Inc. - Series A Preferred Shares (4) | | | | | | | | | 5,773 | | | 5,700 | | | 5,946 | | | 0.24 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2022 (in thousands) (Unaudited) |
|
| Investments (1) | | Reference Rate and Spread | | Interest Rate (2) | | Maturity Date | | Par Amount (16) | | Cost (3) | | Fair Value | | % of Net Assets |
| Equity (continued) | | | | | | | | | | | | | | | |
| Transportation Infrastructure | | | | | | | | | | | | | | | |
| Frontline Road Safety Investments, LLC - Class A Common Units (4) | | | | | | | | | 3,936 | | | $ | 376 | | | $ | 315 | | | 0.01 | % |
| Equity Total | | | | | | | | | | | 15,767 | | | 17,005 | | | 0.68 | |
| Total Investment Portfolio | | | | | | | | | | | 5,152,788 | | | 5,093,087 | | | 205.44 | |
| Total Investments — non-controlled/affiliated | | | | | | | | | | | | | | | |
| Distributors | | | | | | | | | | | | | | | |
| GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP) - Class A Common Units (4)(6)(14) | | | | | | | | | | | 1,828 | | | 2,676 | | | 0.11 | |
| Total Equity | | | | | | | | | | | 1,828 | | | 2,676 | | | 0.11 | |
| Total Investments — non-controlled/affiliated | | | | | | | | | | | 1,828 | | | 2,676 | | | 0.11 | |
| Investments—controlled/affiliated | | | | | | | | | | | | | | | |
| Equity | | | | | | | | | | | | | | | |
| Specialty Retail | | | | | | | | | | | | | | | |
| GSO DL CoInvest CI LP (CustomInk, LLC) - Series A Preferred Units (4)(6)(14) | | | | | | | | | | | 3,542 | | | 3,770 | | | 0.15 | % |
| Total Equity | | | | | | | | | | | 3,542 | | | 3,770 | | | 0.15 | |
| Total Investments - controlled/affiliated | | | | | | | | | | | 3,542 | | | 3,770 | | | 0.15 | |
| Total Investment Portfolio | | | | | | | | | | | 5,158,157 | | | 5,099,533 | | | 205.70 | |
| Cash and Cash Equivalents | | | | | | | | | | | | | | | |
| State Street Institutional U.S. Government Money Market Fund | | | | | | | | | | | 947 | | | 947 | | | 0.04 | |
| Other Cash and Cash Equivalents | | | | | | | | | | | 134,125 | | | 134,125 | | | 5.41 | |
| Total Portfolio Investments, Cash and Cash Equivalents | | | | | | | | | | | $ | 5,293,229 | | | $ | 5,234,605 | | | 211.15 | % |
(1) All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. The total par amount is presented for debt investments and the number of shares or units owned is presented for equity investments. Each of the Company’s investments is pledged as collateral, under one or more of its credit facilities unless otherwise indicated.
(2) Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”), Canadian Dollar Offered Rate (“CDOR” or “C”), Sterling Overnight Interbank Average Rate (“SONIA” or “S”), Euro Interbank Offer Rate (“Euribor” or “E”), Secured Overnight Financing Rate (“SOFR or "S"), or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of September 30, 2022. Variable rate loans typically include an interest reference rate floor feature. For each such loan, the Company has provided the interest rate in effect on the date presented.
(3) The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
(4) These investments were valued using unobservable inputs and are considered Level 3 investments.
(5) These debt investments are not pledged as collateral under any of the Company's credit facilities. For other debt investments that are pledged to the Company's credit facilities, a single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.
(6) For unsettled positions the interest rate does not include the base rate.
(7) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments (all commitments are first lien, unless otherwise noted):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments—non-controlled/non-affiliated | | Commitment Type | | Commitment
Expiration Date | | Unfunded
Commitment | | Fair
Value |
| First Lien Debt | | | | | | | | |
| ADCS Clinics Intermediate Holdings, LLC | | Revolver | | 5/7/2027 | | $ | 781 | | | $ | (16) | |
| ADCS Clinics Intermediate Holdings, LLC | | Delayed Draw Term Loan | | 5/7/2023 | | 489 | | | — | |
| Barbri Holdings, Inc. | | Delayed Draw Term Loan | | 4/28/2023 | | 1,363 | | | — | |
| Bazaarvoice, Inc. | | Delayed Draw Term Loan | | 11/7/2022 | | 2,831 | | | — | |
| Bazaarvoice, Inc. | | Revolver | | 5/7/2026 | | 2,123 | | | — | |
| Monk Holding Co. | | Delayed Draw Term Loan | | 8/12/2023 | | 7,996 | | | (106) | |
| Cambium Learning Group, Inc. | | Revolver | | 7/20/2028 | | 3,249 | | | — | |
| CCBlue Bidco, Inc. | | Delayed Draw Term Loan | | 12/21/2023 | | 2,832 | | | — | |
| CPI Buyer, LLC | | Delayed Draw Term Loan | | 5/1/2023 | | 7,175 | | | — | |
| CPI Buyer, LLC | | Revolver | | 11/1/2026 | | 2,974 | | | (59) | |
| CSHC Buyerco, LLC | | Delayed Draw Term Loan | | 9/8/2026 | | 3,511 | | | (44) | |
| Cumming Group, Inc. | | Delayed Draw Term Loan | | 5/26/2027 | | 2,022 | | | (20) | |
| Cumming Group, Inc. | | Revolver | | 5/26/2027 | | 1,776 | | | — | |
| DCA Investment Holdings, LLC | | Delayed Draw Term Loan | | 3/12/2023 | | 173 | | | — | |
| Icebox Holdco III, Inc. | | Delayed Draw Term Loan | | 12/22/2028 | | 1,027 | | | (62) | |
| Express Wash Concepts, LLC | | Delayed Draw Term Loan | | 4/30/2027 | | 19,500 | | | — | |
| Forefront Management Holdings, LLC | | Delayed Draw Term Loan | | 3/23/2029 | | 681 | | | — | |
| The GI Alliance Management, LLC | | Delayed Draw Term Loan | | 11/4/2024 | | 4 | | | — | |
| GovernmentJobs.com, Inc. | | Revolver | | 11/30/2027 | | 2,566 | | | (51) | |
| GovernmentJobs.com, Inc. | | Delayed Draw Term Loan | | 11/30/2023 | | 8,018 | | | (80) | |
| Java Buyer, Inc. | | Delayed Draw Term Loan | | 12/15/2023 | | 3,414 | | | — | |
| Knowledge Pro Buyer, Inc. | | Revolver | | 12/10/2023 | | 1,318 | | | — | |
| Knowledge Pro Buyer, Inc. | | Delayed Draw Term Loan | | 12/10/2027 | | 3,878 | | | (39) | |
| Latham Pool Products, Inc. | | Delayed Draw Term Loan | | 2/18/2029 | | 11,250 | | | (1,181) | |
| LD Lower Holdings, Inc. | | Delayed Draw Term Loan | | 2/8/2023 | | 2,542 | | | — | |
| Reverb Buyer, Inc. | | Delayed Draw Term Loan | | 11/1/2028 | | 552 | | | (25) | |
| Navigator Acquiror, Inc. | | Delayed Draw Term Loan | | 7/16/2023 | | 3,701 | | | — | |
| New Arclin US Holding Corp. | | Delayed Draw Term Loan | | 9/22/2028 | | 382 | | | (28) | |
| Pediatric Associates Holding Co., LLC | | Delayed Draw Term Loan | | 12/29/2028 | | 263 | | | — | |
| Porcelain Acquisition Corp. | | Delayed Draw Term Loan | | 4/1/2027 | | 2,115 | | | (62) | |
| Prodege International Holdings, LLC | | Delayed Draw Term Loan | | 12/15/2022 | | 2,729 | | | (55) | |
| Progress Residential PM Holdings, LLC | | Delayed Draw Term Loan | | 3/17/2023 | | 3,721 | | | — | |
| Qualus Power Services Corp. | | Delayed Draw Term Loan | | 3/26/2023 | | 2,004 | | | — | |
| Refficiency Holdings, LLC | | Delayed Draw Term Loan | | 12/16/2027 | | 683 | | | — | |
| Relativity ODA, LLC | | Revolver | | 5/12/2027 | | 538 | | | (8) | |
| RWL Holdings, LLC | | Delayed Draw Term Loan | | 12/1/2027 | | 5,185 | | | (52) | |
| Smile Doctors, LLC | | Revolver | | 12/23/2027 | | 3,932 | | | — | |
| Stepping Stones Healthcare Services, LLC | | Delayed Draw Term Loan | | 12/30/2023 | | 3,263 | | | — | |
| Stepping Stones Healthcare Services, LLC | | Revolver | | 12/30/2026 | | 1,740 | | | — | |
| Tailwind Colony Holding Corporation | | Delayed Draw Term Loan | | 12/10/2022 | | 110 | | | — | |
| Trident TPI Holdings, Inc. | | Delayed Draw Term Loan | | 9/15/2028 | | 278 | | | — | |
| Trinity Partners Holdings, LLC | | Delayed Draw Term Loan | | 12/21/2023 | | 2,518 | | | (25) | |
| Triple Lift, Inc. | | Revolver | | 5/6/2028 | | 1,321 | | | — | |
| US Oral Surgery Management Holdco, LLC | | Delayed Draw Term Loan | | 11/18/2023 | | 4,617 | | | — | |
| US Oral Surgery Management Holdco, LLC | | Revolver | | 11/18/2027 | | 1,915 | | | (29) | |
| VT Topco, Inc. | | Delayed Draw Term Loan | | 8/1/2025 | | 117 | | | — | |
| West Monroe Partners, LLC | | Delayed Draw Term Loan | | 11/9/2023 | | 7,580 | | | — | |
| West Monroe Partners, LLC | | Revolver | | 11/9/2027 | | 2,843 | | | (14) | |
| WHCG Purchaser III, Inc. | | Revolver | | 6/22/2026 | | 741 | | | (54) | |
| WHCG Purchaser III, Inc. | | Delayed Draw Term Loan | | 6/22/2023 | | 1,154 | | | — | |
| Total Unfunded Commitments | | | | | | $ | 147,494 | | | $ | (2,010) | |
(8) There are no interest rate floors on these investments.
(9) The interest rate floor on these investments as of September 30, 2022 was 0.50%.
(10) The interest rate floor on these investments as of September 30, 2022 was 0.75%.
(11) The interest rate floor on these investments as of September 30, 2022 was 1.00%.
(12) The interest rate floor on these investments as of September 30, 2022 was 1.25%.
(13) The interest rate floor on these investments as of September 30, 2022 was 1.50%.
Below is selected balance sheet information for the Emerald JV as of September 30, 2022:
| | | | | |
| September 30, 2022 |
| ASSETS | (Unaudited) |
| Investments at fair value (cost of $5,158,157 at September 30, 2022) | $ | 5,099,533 | |
| Cash and cash equivalents | 135,072 | |
| Interest receivable | 20,893 | |
| Receivable for investments sold | 25,346 | |
| Deferred financing costs | 10,627 | |
| Subscription receivable | 2,287 | |
| Total assets | $ | 5,293,758 | |
| LIABILITIES | |
| Debt | $ | 2,591,164 | |
| Distribution payable | 33,536 | |
| Payable for investments purchased and other liabilities | 190,808 | |
| Total liabilities | 2,815,508 | |
| MEMBERS’ EQUITY | |
| Members’ Equity | 2,478,250 | |
| Total Members’ Equity | 2,478,250 | |
| Total liabilities and member’s equity | $ | 5,293,758 | |
Below is selected statement of operations information for the Emerald JV as of September 30, 2022:
| | | | | | | | | | | |
| For the Three Months Ended September 30, 2022 | | For the Nine Months Ended September 30, 2022 |
| Investment income: | | | |
| From non-controlled/non-affiliated investments: | | | |
| Interest income | $ | 56,971 | | | $ | 119,898 | |
| Other income | 150 | | | 392 | |
| Total investment income | 57,121 | | | 120,290 | |
| Expenses: | | | |
| Interest expense | 18,762 | | | 32,957 | |
| Other expenses | 1,404 | | | 2,616 | |
| Total expenses | 20,166 | | | 35,573 | |
| Net investment income before taxes | 36,955 | | | 84,717 | |
| Tax Expense | — | | | — | |
| Net investment income after taxes | $ | 36,955 | | | $ | 84,717 | |
| Net realized and change in unrealized gain (loss) on investments | | | |
| Net change in unrealized gain (loss) on investments | (7,970) | | | (58,771) | |
| Net realized gains on investments | (2,259) | | | (2,750) | |
| Total net realized and change in unrealized gain (loss) on investments | (10,229) | | | (61,521) | |
| Net increase (decrease) in net assets resulting from operations | $ | 26,726 | | | $ | 23,196 | |
Note 12. Twin Peaks Acquisition
Pursuant to a Securities Purchase Agreement, dated March 5, 2021(the “Purchase Agreement”), by and among the Company, Twin Peaks Parent LLC, a Delaware limited liability company not affiliated with the Company (the “Seller”), Twin Peaks, Teacher Retirement System of Texas, an investor in Seller, and the Adviser, the Company acquired Twin Peaks which includes a portfolio of assets from Seller consisting of loans to 41 borrowers, five equity investments, cash and other assets (collectively, the “Assets”) for an aggregate purchase price of $721.0 million. The purchase price represents the fair market value of the Assets of $1,059.0 million determined pursuant to the Company’s valuation procedures (including approval of the valuations by the Company’s Board after review of reports provided by independent valuation providers) within 48 hours of the closing, less the amount of assumed borrowings (including accrued interest) of $338.0 million. The Seller is an entity owned and controlled by a third party and advised by an affiliate of the Adviser. An affiliate of the Adviser owns an approximately 2.9% non-voting interest in the Seller. The acquisition of Twin Peaks was funded with cash on hand, which primarily consists of proceeds from the Company’s offering of its common shares.
Pursuant to the Purchase Agreement, the Company purchased 100% of the limited liability company interests in Twin Peaks, which directly holds Assets and two wholly-owned financing subsidiaries (the “Financing Subsidiaries”), each of which directly holds Assets. Each of the Financing Subsidiaries (Denali Peak Funding and Siris Peak Funding) are now indirectly wholly-owned by the Company and have entered into credit facilities that have been assumed by the Company pursuant to the Purchase Agreement.
The following table summarizes the assets and liabilities of Twin Peaks as of the acquisition date:
| | | | | |
| March 5, 2021 |
| ASSETS | |
| Investments at fair value | $ | 1,023,188 | |
| Cash and cash equivalents | $ | 23,609 | |
| Interest receivable | $ | 10,018 | |
| Other assets | $ | 2,211 | |
| Total assets | $ | 1,059,026 | |
| LIABILITIES | |
| Debt | $ | 337,648 | |
| Interest payable | $ | 365 | |
| Total liabilities | $ | 338,013 | |
| NET ASSETS | |
| Total net assets | $ | 721,013 | |
| Total liabilities and net assets | $ | 1,059,026 | |
Note 13. Subsequent Events
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 September 30, 2022, except as discussed below.
Newly-Formed Joint Venture
On October 11, 2021,21, 2022, a wholly-owned subsidiary of the Company and a third-party investor entered into a limited liability company agreementjoint venture (the “Verdelite JV”) with respectan entity managed by an alternative credit management investment firm with a specialized focus on structured and syndicated credit, including CLO management (the “Verdelite JV Partner”). The Verdelite JV will acquire and hold approximately $667 million of broadly-syndicated loans. The Fund and the Verdelite JV Partner made capital commitments of $147 million and $21 million, respectively, to a newly-formed operating company, Specialty Lending Company LLC (“SLC”). SLC is a specialty finance company focused on consumer credit.the Verdelite JV in exchange for initial equity ownership interests of approximately 87.5% and approximately 12.5%, respectively. Investment decisions and all other material decisions inwith respect of SLCto the Verdelite JV must be approved by directors designatedrepresentatives of the Fund and the Verdelite JV Partner, and the Fund and the
Verdelite JV Partner will have equal voting rights with respect to the Verdelite JV and the Verdelite JV’s general partner. The New JV will not be consolidated in the Fund’s consolidated financial statements.
Haydon Peak Funding Facility
On October 7, 2022, Haydon Peak Funding entered into a senior secured revolving credit facility (the “Haydon Peak Funding Facility”) with HSBC Bank USA, National Association (“HSBC”). HSBC serves as administrative agent, Wilmington Trust, National Association, serves as collateral agent, account bank and collateral custodian, and the Company serves as servicer and transferor under the Haydon Peak Funding Facility.
Advances under the Haydon Peak Funding Facility initially bear interest at a per annum rate equal to the benchmark in effect for the currency of the applicable advance (which is one- or three-month term SOFR or daily simple SOFR, at the election of Haydon Peak Funding, in the case of dollar advances), plus an applicable margin of 1.75% to 2.25% per annum depending on the nature of the advances being requested under the credit facility. Effective April 7, 2023, Haydon Peak Funding will pay a commitment fee of 0.50% per annum if the unused facility amount is greater than 25%, based on the average daily unused amount of the financing commitments until October 7, 2025, in addition to certain other fees as agreed between Haydon Peak Funding and HSBC.
The initial principal amount of the Haydon Peak Funding Facility is $500 million. Proceeds from borrowings under the Haydon Peak Funding Facility may be used to fund portfolio investments by Haydon Peak Funding and to make advances under revolving loans or delayed draw term loans where Haydon Peak Funding is a lender. The period during which Haydon Peak Funding may make borrowings under the Haydon Peak Funding Facility expires on October 7, 2025, and the Haydon Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by October 7, 2027.
Bear Peak Funding Facility
On October 10, 2022, Bear Peak Funding entered into a senior secured revolving credit facility (the “Bear Peak Funding Facility”) with BNPP. GLAS USA LLC serves as administrative agent, GLAS Trust Corporation Limited serves as collateral agent, and the Company serves as servicer under the Bear Peak Funding Facility.
Advances under the Bear Peak Funding Facility initially bear interest at a per annum rate equal to the benchmark in effect for the currency of the applicable advance, plus an applicable margin of 2.45% per annum. Effective February 10, 2023, Bear Peak Funding will pay a commitment fee of 0.90% per annum if the unused facility amount is greater than 50% or 0.35% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments until October 10, 2025. Bear Peak Funding will also pay to BNPP an arranger fee, in addition to certain other fees, each as agreed between Bear Peak Funding and BNPP.
The initial principal amount of the maximum funding amounts under the Bear Peak Funding Facility is €500 million. Proceeds from borrowings under the credit facility may be used to fund portfolio investments by Bear Peak Funding and to make advances under delayed draw term loans and revolving loans where Bear Peak Funding is a lender. The period during which Bear Peak Funding may make borrowings under the Bear Peak Funding Facility expires on October 10, 2025, and the Bear Peak Funding Facility will mature and all amounts outstanding under credit facility must be repaid by October 10, 2027.
October 2027 Notes
On October 11, 2022, the Company entered into a Master Note Purchase Agreement (the “October 2022 Note Purchase Agreement”) governing the issuance of $350,000,000 in aggregate principal amount of its 7.49% Series D Senior Notes (the “October 2027 Notes”) to qualified institutional investors in a private placement. The October 2027 Notes were issued on October 11, 2022 for an aggregate issue price of $345,649.50, or $987.57 per $1,000 principal amount of the October 2027 Notes, and will mature on October 11, 2027 unless redeemed, purchased or prepaid prior to such date by the Company andor its affiliates in accordance with their terms. Interest on the third-party investor, each of whom have equal voting rights.Notes will be due semiannually. In addition, the Company is obligated to offer to repay the October 2027 Notes at par if certain change in control events occur. The wholly-owned subsidiaryOctober 2027 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured, unsubordinated indebtedness issued by the third-party investor each committed $315 millionCompany. In addition, in the event that a Below Investment Grade Event (as defined in the October 2022 Note Purchase Agreement) occurs, the October 2027 Notes will bear interest at a fixed rate of 8.49% per year from the date of the occurrence of the Below Investment Grade Event to and $35 million, respectively,until the date on which the Below Investment Grade Event is no longer continuing.
In connection with the October 2027 Notes, the Company entered into an interest rate swap to SLC.
Effective October 18, 2021,more closely align the board appointed Vikrant Sawhney to the Board.
On November 15, 2021, the Board declared a special distribution for each classinterest rates of its shares equal to the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 7.49% and pays a floating interest rate of
estimated undistributed net investment income as of the record date of December 21, 2021. The estimated undistributed net investment income and the precise
three-month term SOFR + 3.72% on a notional amount of $350 million. The Company designated the special distribution will be determined closer tointerest rate swap as the record date. The special distribution for each class of shares is payable to shareholders of record as of the record date and will be paid on or about December 22, 2021. This distribution will be paidhedging instrument in cash or reinvested in shares of the Company for shareholders participating in the Company’s distribution reinvestment plan.
a qualifying hedge accounting relationship.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The information contained in this section should be read in conjunction with “Item 1. Financial 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"“Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31,202031, 2021 as updated by the Company's periodic filings with the Securities and Part II, Item 1A of and elsewhere in this Form 10-Q. Actual results could differ materially from those implied or expressed in any forward-looking statements. The nine months ended September 30, 2021 represents the period from January 7, 2021 (commencement of operations) to September 30, 2021.Exchange Commission.
Overview and Investment Framework
We are a newly organized, externally managed, non-diversified closed-end management investment company that has elected to be regulatedtreated as a BDC under the Investment Company Act of 1940, Act.as amended (the “1940 Act”). Formed as a Delaware statutory trust on February 11, 2020, we are externally managed by the Adviser, which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. Our Adviser is registered as investment adviser with the SEC. We also intend to electhave elected to be treated, and intend to qualify annually, thereafter, as a RIC under the Code.
Under our Investment Advisory Agreement, we have agreed to pay the Adviser an annual management fee as well as an incentive fee based on our investment performance. Also, under the Administration Agreement, we have agreed to reimburse the Administrator for the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including but not limited to our allocable portion of the costs of compensation and related expenses of our chief compliance officer, chief financial officer and their respective staffs.
Our investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. Under normal circumstances, we will invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in private credit investments (loans, bonds and other credit instruments that are issued in private offerings or issued by private companies). If we change our 80% test, we will provide shareholders with at least 60 days’ notice of such change. Once we have invested a substantial amount of proceeds from the offering, underUnder normal circumstances we expect that the majority of our portfolio will be in privately originated and privately negotiated investments, predominantly direct lending to U.S. private companies through (i) first lien senior secured and unitranche loans and (ii) second lien, unsecured, subordinated or mezzanine loans and structured credit, as well as broadly syndicated loans (for which we may serve as an anchor investor), club deals (generally investments made by a small group of investment firms) and other debt and equity securities (the investments described in this sentence, collectively, “Private Credit”Credit”). To a lesser extent, we will also invest in publicly traded securities of large corporate issuers (“(“Opportunistic Credit”Credit”). We expect that the Opportunistic Credit investments will generally be liquid, and may be used for the purposes of maintaining liquidity for our share repurchase program and cash management, while also presenting an opportunity for attractive investment returns.
Most of our investments will beare in U.S private U.S. companies, but (subject to compliance with BDCs’ requirement to invest at least 70% of its assets in U.S private U.S. companies), we also expect to invest to some extent in European and other non-U.S. companies, but do not expect to invest in emerging markets. Subject to the limitations of the 1940 Act, we may invest in loans or other securities, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by other Blackstone Credit funds. From time to time, we may co-invest with other Blackstone Credit funds.
Key Components of Our Results of Operations
Investments
We focus primarily on loans and securities, including syndicated loans, of private U.S. companies. Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to private companies, the level of merger and acquisition activity for such companies, the general economic environment, trading prices of loans and other securities and the competitive environment for the types of investments we make.
Revenues
We generate revenuesrevenue in the form of interest income on debt investments, capital gains, and dividend income from our equity investments in our portfolio companies. Our senior and subordinated debt investments are expected to bear interest at a
fixed or floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, some of our
investments may provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid PIK interest generally will become due at the maturity date.
In addition, we may generate revenue in the form of commitment and other fees in connection with transactions. Original issue discounts and market discounts or premiums will be capitalized, and we will accrete or amortize such amounts as interest income. We will record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts. In addition, we generate revenue from various fees in the ordinary course of business such as in the form of structuring, consent, waiver, amendment, syndication and other miscellaneous fees as well as fees for managerial assistance rendered by us.
In addition, we generate revenue in the form of commitment, loan origination, structuring or diligence fees, fees for providing managerial assistance to our portfolio companies, and possibly consulting fees.
Expenses
Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. We bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement; (b) our allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) our chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that performs duties for us; and (iii) any internal audit group personnel of Blackstone or any of its affiliates; and (c) all other expenses of our operations, administrations and transactions.
With respect to costs incurred in connection with our organization and offering and all other costs incurred prior to the time we broke escrow for the offering, the Adviser has agreed to advance all such costs on our behalf. Unless the Adviser elects to cover such expenses pursuant to the Expense Support and Conditional Reimbursement Agreement we entered into with the Adviser, we are obligated to reimburse the Adviser for such advanced expenses. See “—Expense Support and Conditional Reimbursement Agreement.” Any reimbursements that may be made by us in the future will not exceed actual expenses incurred by the Adviser and its affiliates.
From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. We will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on our behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. 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.
Expense Support and Conditional Reimbursement Agreement
We have entered into an Expense Support Agreement with the Adviser. For additional information see “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 3. Fees, Expenses, Agreements and Related Party Transactions.”
Portfolio and Investment Activity
For the three months ended September 30, 2022, we acquired $9,648.8 million aggregate principal amount of investments (including $976.1 million of unfunded commitments), $8,434.2 million of which was first lien debt, $119.0 million of which was second lien debt, and $1,095.6 million of which was equity (which includes a $1,092.8 million investment in our joint venture).
For the three months ended September 30, 2021, we acquired $9,100.5 million aggregate principal amount of investments (including $1,215.6 million of unfunded commitments), $8,285.5 million of which was first lien debt, $501.6 million of which was second lien debt, $1.6 million of which was unsecured debt, $198.6 million of which was structured finance investments, and $113.2 million of which was equity.
Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated) (dollar amounts in thousands):
| | | | | |
| As of and for the three months ended September 30, 2021 |
Investments: | |
Total investments, beginning of period | $ | 11,247,577 | |
New investments purchased | 7,789,702 | |
Net accretion of discount on investments | 10,935 | |
Net realized gain (loss) on investments | 5,135 | |
Investments sold or repaid | (1,394,407) | |
Total investments, end of period | $ | 17,658,942 | |
Amount of investments funded at principal: | |
First lien debt investments | $ | 7,077,977 | |
Second lien debt investments | 493,498 | |
Unsecured debt | 1,641 | |
Structured finance investments | 198,600 | |
Equity investments | 113,180 | |
Total | $ | 7,884,896 | |
Proceeds from investments sold or repaid: | |
First lien debt investments | $ | (1,312,168) | |
Second lien debt investments | (51,889) | |
Unsecured debt | (30,350) | |
Structured finance investments | — | |
Equity investments | — | |
Total | $ | (1,394,407) | |
Number of portfolio companies | 404 | |
Weighted average yield on debt and income producing investments, at cost(1)(2)
| 6.47 | % |
Weighted average yield on debt and income producing investments, at fair value(1)(2)
| 6.44 | % |
Average loan to value (LTV)(3)
| 45.2 | % |
Percentage of debt investments bearing a floating rate, at fair value | 99.0 | % |
Percentage of debt investments bearing a fixed rate, at fair value | 1.0 | % |
| | | | | | | | | | | |
| As of and for the three months ended September 30, |
| | 2022 | | 2021 |
| Investments: | | | |
| Total investments, beginning of period | $ | 47,141,027 | | | $ | 11,247,577 | |
| New investments purchased | 7,206,000 | | | 7,789,702 | |
| Net accretion of discount on investments | 46,758 | | | 10,935 | |
| Net realized gain (loss) on investments | (99,556) | | | 5,135 | |
| Investments sold or repaid | (4,118,609) | | | (1,394,407) | |
| Total investments, end of period | $ | 50,175,620 | | | $ | 17,658,942 | |
| Amount of investments funded at principal: | | | |
| First lien debt investments | $ | 7,508,082 | | | $ | 7,077,977 | |
| Second lien debt investments | 69,063 | | | 493,498 | |
| Unsecured debt | — | | | 1,641 | |
| Structured finance investments | — | | | 198,600 | |
Equity investments(4) | 1,095,622 | | | 113,180 | |
| Total | $ | 8,672,767 | | | $ | 7,884,896 | |
| Proceeds from investments sold or repaid: | | | |
| First lien debt investments | $ | (3,852,026) | | | $ | (1,312,168) | |
| Second lien debt investments | (262,208) | | | (51,889) | |
| Unsecured debt | (4,375) | | | (30,350) | |
| Structured finance investments | — | | | — | |
| Equity investments | — | | | — | |
| Total | $ | (4,118,609) | | | $ | (1,394,407) | |
| Number of portfolio companies | 578 | | | 404 | |
Weighted average yield on debt and income producing investments, at cost(1)(2) | 8.76 | % | | 6.47 | % |
Weighted average yield on debt and income producing investments, at fair value(1)(2) | 8.99 | % | | 6.44 | % |
Average loan to value (LTV)(3) | 42.70 | % | | 45.20 | % |
| Percentage of debt investments bearing a floating rate, at fair value | 99.70 | % | | 99.02 | % |
| Percentage of debt investments bearing a fixed rate, at fair value | 0.30 | % | | 0.98 | % |
(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 September 30, 2022 and 2021, the weighted average total portfolio yield at cost was 8.31% and 6.41%., respectively. The weighted average total portfolio yield at fair value was 8.52% and 6.38%., respectively.
(3)Includes all private debt investments for which fair value is determined by our Board in conjunction with a third-party valuation firm and excludes quoted assets. Average loan-to-value represents the net ratio of loan-to-value for each portfolio company, weighted based on the fair value of total applicable private debt investments. Loan-to-value is calculated as the current total net debt through each respective loan tranche divided by the estimated enterprise value of the portfolio company as of the most recent quarter end.
(4)Includes a $1,092.8 million and $0.0 million investment in our joint venture for the three months ended September 30, 2022 and 2021, respectively.
As of September 30, 2022, our portfolio companies had a weighted average annual revenue of $795.3 million weighted average annual EBITDA of $188.5 million. These calculations include all private debt investments for which fair value is determined by the Board in conjunction with a third-party valuation firm and excludes quoted assets. Amounts are weighted based on fair market value of each respective investment. Amounts were derived from the most recently available portfolio company financial statements, have not been independently estimated by us, and may reflect a normalized or adjusted amount. Accordingly, we make no representation or warranty in respect of this information.
Our investments consisted of the following (dollar amounts in thousands):
| | | September 30, 2021 | | September 30, 2022 | | December 31, 2021 |
| | Cost | | Fair Value | | % of Total
Investments at
Fair Value | | Cost | | Fair Value | | % of Total
Investments at
Fair Value | | Cost | | Fair Value | | % of Total
Investments at
Fair Value |
| First lien debt | First lien debt | $ | 15,765,482 | | | $ | 15,822,772 | | | 89.20 | % | First lien debt | $ | 44,901,859 | | | $ | 43,902,022 | | | 89.67 | % | | $ | 28,076,107 | | | $ | 28,143,451 | | | 91.39 | % |
| Second lien debt | Second lien debt | 1,508,467 | | | 1,528,857 | | | 8.62 | | Second lien debt | 2,256,935 | | | 2,111,420 | | | 4.31 | | | 1,799,656 | | | 1,813,872 | | | 5.89 | |
| Unsecured debt | Unsecured debt | 17,039 | | | 16,357 | | | 0.09 | | Unsecured debt | 21,432 | | | 17,370 | | | 0.04 | | | 6,061 | | | 5,842 | | | 0.02 | |
| Structured finance investments | Structured finance investments | 197,900 | | | 198,108 | | | 1.12 | | Structured finance investments | 409,571 | | | 357,384 | | | 0.73 | | | 287,275 | | | 286,610 | | | 0.93 | |
| Equity investments | 170,054 | | | 172,290 | | | 0.97 | | |
| Investment in joint venture | | Investment in joint venture | 1,895,396 | | | 1,856,239 | | | 3.79 | | | — | | | — | | | — | |
| Equity investments(1) | | Equity investments(1) | 690,426 | | | 714,568 | | | 1.46 | | | 528,924 | | | 545,918 | | | 1.77 | |
| Total | Total | $ | 17,658,942 | | | $ | 17,738,384 | | | 100.00 | % | Total | $ | 50,175,620 | | | $ | 48,959,003 | | | 100.00 | % | | $ | 30,698,023 | | | $ | 30,795,693 | | | 100.00 | % |
(1)Includes equity investment in SLC.
As of September 30, 2022 and December 31, 2021, no loans in the portfolio were on non-accrual status.
BCRED Emerald JV LP
BCRED Emerald JV LP (“Emerald JV”), a Delaware limited liability company, was formed as a joint venture between the Company and a large North American pension fund (the “Emerald JV Partner”), and commenced operations on January 18, 2022 and operates under a limited liability company agreement. The Emerald JV’s principal purpose is to make investments, primarily in senior secured loans that are made to middle-market companies or in broadly syndicated loans. The Company and the Emerald JV partner each initially agreed to contribute up to $1,500 million and $500 million, respectively, to the Emerald JV. The Company contributed approximately $733.4 million of cash, and the Emerald JV Partner contributed net assets of approximately $244.5 million (i.e., $977.8 million in net assets contributed less $733.4 million in cash received by the Emerald JV Partner) to the Emerald JV in exchange for initial equity ownership interests of approximately 75% and approximately 25%, respectively. On September 26, 2022, the Company and the Emerald JV Partner entered into the Master Framework Agreement, pursuant to which the Company and the Emerald JV Partner each agreed to increase their capital commitments to the Emerald JV to $2,250 million and $750 million, respectively. Pursuant to the Master Framework Agreement, the Company made capital contributions to the Emerald JV in an aggregate amount of approximately $940 million (consisting of cash capital contributions of $670 million and an in-kind capital contribution of investments valued at approximately $270 million), the Emerald JV Partner made capital contributions to the Emerald JV of approximately $313 million (consisting of a cash contribution of approximately $251 million and an in-kind capital contribution of investments valued at approximately $62 million), and certain of the SPV subsidiaries of the Company sold investments to the Emerald JV for an aggregate cash purchase price of approximately $1,972 million. After giving effect to the foregoing transactions, the equity ownership interests of the Company and the Emerald JV Partner in the Emerald JV remain approximately 75% and approximately 25%, respectively. The Company and the Emerald JV Partner, through their joint control of the Emerald JV’s General Partner, have equal control of the Emerald JV's investment decisions and generally all other decisions in respect of the Emerald JV must be approved by the Emerald JV's investment committee or board of directors, each of which consists of an equal number of representatives of the Company and the Emerald JV Partner. Our investment in the Emerald JV is disclosed on the Company’s Consolidated Schedule of Investments as of September 30, 2022.
The Company has a variable interest in the Emerald JV and has determined that the Emerald JV is a variable interest entity under ASC 810. The Company is not deemed to be the primary beneficiary of the Emerald JV as there is equal power between the Company and JV. Accordingly, the Company does not consolidate the Emerald JV.
For additional information on our joint venture debt obligations see "Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 11. Joint Venture.”
Results of Operations
On January 7, 2021, we commenced operations and accepted $814.0 million of subscriptions.
The following table represents theour operating results (dollar amounts in thousands): | | | | | | | | | | | |
| Three Months Ended September 30, 2021 | | Nine Months Ended September 30, 2021 |
| Total investment income | $ | 238,815 | | | $ | 396,328 | |
| Net expenses | 92,278 | | | 132,003 | |
| Net investment income | 146,537 | | | 264,325 | |
| Net unrealized appreciation (depreciation) | 21,126 | | | 89,657 | |
| Net realized gain (loss) | 4,255 | | | 10,273 | |
| Net increase (decrease) in net assets resulting from operations | $ | 171,918 | | | $ | 364,255 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Total investment income | $ | 1,044,979 | | | $ | 238,815 | | | $ | 2,337,502 | | | $ | 396,328 | |
| Net expenses | 473,797 | | | 92,278 | | | 996,001 | | | 132,003 | |
| Net investment income before excise tax | 571,182 | | | 146,537 | | | 1,341,501 | | | 264,325 | |
| Excise tax expense | — | | | — | | | 292 | | | — | |
| Net investment income after excise tax | 571,182 | | | 146,537 | | | 1,341,209 | | | 264,325 | |
| Net unrealized appreciation (depreciation) | (135,308) | | | 21,126 | | | (1,085,983) | | | 89,657 | |
| Net realized gain (loss) | (99,556) | | | 4,255 | | | (110,874) | | | 10,273 | |
| Net increase (decrease) in net assets resulting from operations | $ | 336,318 | | | $ | 171,918 | | | $ | 144,352 | | | $ | 364,255 | |
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. Additionally, as we commenced operations on January 7, 2021, many of the period over period changes resulted from our deployment of capital and increased balance of our investments. As a result, comparisons may not be meaningful.
Investment Income
Investment income, was as follows (dollar amounts in thousands):
| | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | Three Months Ended September 30, 2021 | | Nine Months Ended September 30, 2021 | | 2022 | | 2021 | | 2022 | | 2021 |
| Interest income | Interest income | $ | 231,869 | | | $ | 380,505 | | Interest income | $ | 970,341 | | | $ | 231,869 | | | $ | 2,150,852 | | | $ | 380,505 | |
| Payment-in-kind interest income | Payment-in-kind interest income | 1,213 | | | 1,913 | | Payment-in-kind interest income | 36,734 | | | 1,213 | | | 89,526 | | | 1,913 | |
| Dividend income | | Dividend income | 25,152 | | | — | | | 70,275 | | | — | |
| Fee income | Fee income | 5,733 | | | 13,910 | | Fee income | 12,752 | | | 5,733 | | | 26,849 | | | 13,910 | |
| Total investment income | Total investment income | $ | 238,815 | | | $ | 396,328 | | Total investment income | $ | 1,044,979 | | | $ | 238,815 | | | $ | 2,337,502 | | | $ | 396,328 | |
|
ForTotal investment income increased to $1,045.0 million for the three and nine months ended September 30, 2021, total investment income was2022 from $238.8 million and $396.3 million, respectively,for the same period in the prior year primarily driven by our deployment of capital, increasing interest rates, and the increased balance of our investments. The size of our investment portfolio at fair value wasincreased to $48,959.0 million at September 30, 2022 from $17,738.4 million at September 30, 20212021. Included in investment income is dividend income which increased to $25.2 million for the three months ended September 30, 2022, from $0.0 million for the same period in the prior year primarily driven by dividend income received from our JV and our weighted average yield on debt andinvestment in SLC.
Total investment income producing investments, at fair value was 6.44%.
Asincreased to $2,337.5 million for the impactnine months ended September 30, 2022 from $396.3 million for the same period in the prior year primarily driven by our deployment of COVID-19 persists and there remain uncertainties related to new variantscapital and the acceptanceincreased balance of vaccines, it could cause operational and/or liquidity issues at our portfolio companiesinvestments. Included in investment income is dividend income which could restrict their abilityincreased to make cash interest payments. Additionally, we$70.3 million for the nine months ended September 30, 2022, from $0.0 million for the same period in the prior year primarily driven by dividend income received from our JV and our investment in SLC.
We may experience full or partial losses on our investments which may ultimately reduce our investment income in future periods. In addition, the rise in interest rates in order to control inflation may correlate to increases or decreases in our net income. Increases in interest rates may adversely affect our existing borrowers.
Expenses
Expenses were as follows (dollar amounts in thousands):
| | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | | Three Months Ended September 30, 2021 | | Nine Months Ended September 30, 2021 | | 2022 | | 2021 | | 2022 | | 2021 |
| Interest expense | Interest expense | $ | 39,759 | | | $ | 60,544 | | Interest expense | $ | 294,772 | | | $ | 39,759 | | | $ | 566,332 | | | $ | 60,544 | |
| Management fees | Management fees | 22,521 | | | 39,521 | | Management fees | 70,984 | | | 22,521 | | | 186,552 | | | 39,521 | |
| Income based incentive fee | 21,735 | | | 35,496 | | |
| Capital gains incentive fee | 3,173 | | | 12,491 | | |
| Income based incentive fees | | Income based incentive fees | 83,663 | | | 21,735 | | | 194,775 | | | 35,496 | |
| Capital gains incentive fees | | Capital gains incentive fees | — | | | 3,173 | | | (15,059) | | | 12,491 | |
| Distribution and shareholder servicing fees | Distribution and shareholder servicing fees | | Distribution and shareholder servicing fees | |
| Class S | Class S | 3,442 | | | 5,598 | | Class S | 13,811 | | | 3,442 | | | 35,703 | | | 5,598 | |
| Class D | Class D | 97 | | | 120 | | Class D | 649 | | | 97 | | | 1,570 | | | 120 | |
| Professional fees | Professional fees | 720 | | | 2,307 | | Professional fees | 2,215 | | | 720 | | | 7,842 | | | 2,307 | |
| Board of Trustees’ fees | Board of Trustees’ fees | 130 | | | 409 | | Board of Trustees’ fees | 239 | | | 130 | | | 641 | | | 409 | |
| Administrative service expenses | Administrative service expenses | 606 | | | 1,225 | | Administrative service expenses | 1,897 | | | 606 | | | 4,090 | | | 1,225 | |
| Other general & administrative | | Other general & administrative | 3,918 | | | 1,399 | | | 9,764 | | | 3,658 | |
| Organization costs | Organization costs | — | | | 1,090 | | Organization costs | — | | | — | | | — | | | 1,090 | |
| Amortization of continuous offering costs | Amortization of continuous offering costs | 1,036 | | | 2,645 | | Amortization of continuous offering costs | 1,649 | | | 1,036 | | | 3,791 | | | 2,645 | |
| Other general & administrative | 1,399 | | | 3,658 | | |
| Excise tax expense | | Excise tax expense | — | | | — | | | 292 | | | — | |
| Total expenses | Total expenses | 94,618 | | | 165,104 | | Total expenses | 473,797 | | | 94,618 | | | 996,293 | | | 165,104 | |
| Expense support | Expense support | — | | | (2,199) | | Expense support | — | | | — | | | — | | | (2,199) | |
| Recoupment of expense support | Recoupment of expense support | — | | | 2,199 | | Recoupment of expense support | — | | | — | | | — | | | 2,199 | |
| Management fees waived | Management fees waived | (1,231) | | | (18,231) | | Management fees waived | — | | | (1,231) | | | — | | | (18,231) | |
| Incentive fees waived | Incentive fees waived | (1,109) | | | (14,870) | | Incentive fees waived | — | | | (1,109) | | | — | | | (14,870) | |
| Net expenses | Net expenses | $ | 92,278 | | | $ | 132,003 | | Net expenses | $ | 473,797 | | | $ | 92,278 | | | $ | 996,293 | | | $ | 132,003 | |
Interest Expense
TotalTotal interest expense (including(including unused fees amortization of deferredand other debt financing costs and accretion of net discounts on unsecured debt) of $39.8expenses), increased to $294.8 million for the three months ended September 30, 2021 was2022 from $39.8 million for the same period in the prior year primarily driven by $6,814.9 million of averageincreased borrowings (at an average effective interest rate of 2.19%) under our credit facilities, unsecured notes and debt securitizations. The average principal debt outstanding increased to $27,552.4 million for the three months ended September 30, 2022 from $6,814.9 million for the same period in the prior year in addition to an increase in our weighted average interest rate to 4.17% for the three months ended September 30, 2022 from 2.19% for the same period in the prior year.
Total interest expense (including(including unused fees amortization of deferredand other debt financing costs and accretion of net discounts on unsecured debt) of $60.5expenses), increased to $566.3 million for the nine months ended September 30, 2021 was2022 from $60.5 million for the same period in the prior year primarily driven by $3,512.9 million of averageincreased borrowings (at an average effective interest rate of 2.16%) under our credit facilities, unsecured notes and debt securitizations. The average principal debt outstanding increased to $22,342.7 million for the nine months ended September 30, 2022 from $3,512.9 million for the same period in the prior year in addition to an increase in our weighted average interest rate to 3.27% for the nine months ended September 30, 2022 from 2.16% for the same period in the prior year.
Management Fees
ForManagement fees increased to $71.0 million for the three andmonths ended September 30, 2022 from $22.5 million for the same period in the prior year primarily due to an increase in gross assets. Management fees increased to $186.6 million for the nine months ended September 30, 2021, management fees were $22.5 million and2022 from $39.5 million, respectively. The Adviser waived management fees from inception through July 7, 2021, which resulted in waivers of $1.2 million and $18.2 million for the three and nine months endedsame period in the prior year primarily due to an increase in gross assets. Our total gross assets increased to $52,335.2 million at September 30, 2021, respectively. Management fees are payable monthly in arrears2022 from $18,860.1 million at an annual rate of 1.25% of the value of our net assets as of the beginning of the first calendar day of the applicable month.
Income Based Incentive Fees
For the three and nine months ended September 30, 2021, income based incentive fees were $21.7 million and $35.5 million, respectively.The Adviser waived income based incentive fees from inception through July 7, 2021, which resulted in waivers of $1.1 million and $14.9 million for the three and nine months ended September 30, 2021, respectively.
Capital Gains Incentive Fees
For the three and nine months ended September 30, 2021, we accrued capital gains incentive fees of $3.2 million and $12.5 million, respectively.2021. For the three and nine months ended September 30, 2021, the accruedAdviser fully waived management fees, which resulted in a waiver of $1.2 million and $18.2 million, respectively.
Income Based Incentive Fees
Income based incentive fees were attributableincreased to $83.7 million for the three months ended September 30, 2022 from $21.7 million for the same period in the prior year primarily due to our deployment of capital. Income based incentive fees increased to $194.8 million for the nine months ended September 30, 2022 from $35.5 million for the same period in the prior year primarily due to our deployment of capital. For the three and nine months ended September 30, 2021, the Adviser fully waived incentive fees, which resulted in a waiver of $1.1 million and $14.9 million, respectively.
Capital Gains Incentive Fees
We accrued capital gains incentive fees for the three and nine months ended September 30, 2022 of $0.0 million and $(15.1) million, respectively, compared to $3.2 million and $12.5 million for the same periods in the prior year, primarily due to net realized and unrealized losses in the current year contrasted to net realized and unrealized gains of $25.4 millionduring the three and $99.9 million, respectively.nine months ended September 30, 2021. 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 in the prior period. If such cumulative amount is negative, then there is no accrual.
Other Expenses
Organization costs and offering costs include expenses incurred in our initial formation and our continuous offering. Professional fees include legal, rating agencies, audit, tax, valuation, technology and other professional fees incurred related to the management of us. Administrative service feesexpenses represent feesexpense reimbursements 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.
Total other expenses were $7.4 million increased to $24.4 million for the three months ended September 30, 2021,2022 from $7.4 million for the same period in the prior year primarily comprised of $1.0 million of offering costs, $0.7 million of professional fees (including legal, audit and tax), $1.4 million of general and administrative expenses (including fees paid to our sub-administrator and transfer agent), and $3.5 milliondriven by an increase of distribution and shareholder servicing fees, paid by Class Sprofessional fees, administrative service expenses and Class D investors.other general & administrative expenses due to servicing a growing portfolio.
Total other expenses were $17.1increased to $63.4 million for the nine months ended September 30, 2021,2022 from $17.1 million for the same period in the prior year primarily comprised of $3.7 million of organization and offering costs, $2.3 million of professional fees (including legal, audit and tax), $3.7 million of general and administrative expenses (including fees paid to our sub-administrator and transfer agent), and $5.7 milliondriven by an increase of distribution and shareholder servicing fees, paid by Class Sprofessional fees, administrative service expenses and Class D investors.other general & administrative expenses due to servicing a growing portfolio.
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.
For the three months ended September 30, 2022 and 2021, we did not incur any, respectively in U.S. federal excise tax. For the nine months ended September 30, 2022 and 2021, we incurred no$0.3 million and $0.0 million, respectively in U.S. federal excise tax.
Net Unrealized Gain (Loss)
Net unrealized gain (loss) was comprised of the following (dollar amounts in thousands):
| | | | | | | | | | | |
| Three Months Ended September 30, 2021 | | Nine Months Ended September 30, 2021 |
| Net unrealized gain (loss) on investments | $ | 21,126 | | | $ | 89,657 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Net unrealized gain (loss) on investments | $ | (139,266) | | | $ | 21,126 | | | $ | (1,088,272) | | | $ | 89,657 | |
| Net unrealized gain (loss) on foreign currency forward contracts | 3,958 | | | — | | | 2,289 | | | — | |
| Net unrealized gain (loss) on forward purchase obligation | — | | | — | | | — | | | — | |
| Net unrealized gain (loss) | $ | (135,308) | | | $ | 21,126 | | | $ | (1,085,983) | | | $ | 89,657 | |
For the three months ended September 30, 2022, the net unrealized loss was primarily driven by a decrease in the fair value of our debt investments during the period. The fair value of our debt investments as a percentage of principal decreased by 1.2% during the period due to volatility in the quarter in part by rising rates and nineinflation. For the three months ended September 30, 2021, the fair value of our debt investments increased due to continued spread tightening in the credit markets driven primarily by a strong recovery in economic activity in the period.
For the nine months ended September 30, 2022, the net unrealized loss was primarily driven by a decrease in the fair value of our debt investments during the period. The fair value of our debt investments as a percentage of principal decreased by 2.3% September 30, 2021, the fair value of our debt investments increased due to continued spread tightening in the credit markets driven primarily by a strong recovery in economic activity in the period.Net Realized Gain (Loss)
The realized gains and losses on fully exited and partially exited investments comprised of the following (dollar amounts in thousands): | | | | | | | | | | | |
| Three Months Ended September 30, 2021 | | Nine Months Ended September 30, 2021 |
| Net realized gain (loss) on investments | $ | 5,135 | | | $ | 5,912 | |
| Net realized gain (loss) on forward purchase obligation | — | | | 3,709 | |
| Net realized gain (loss) on derivative | — | | | 2,334 | |
| Net realized gain (loss) on translation of assets and liabilities in foreign currencies | (880) | | | (1,682) | |
| Net realized gain (loss) | $ | 4,255 | | | $ | 10,273 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Net realized gain (loss) on investments | $ | (92,364) | | | $ | 5,135 | | | $ | (108,268) | | | $ | 5,912 | |
| Net realized gain (loss) on forward purchase obligation | — | | | — | | | — | | | 3,709 | |
| Net realized gain (loss) on derivative | — | | | — | | | — | | | 2,334 | |
| Net realized gain (loss) on translation of assets and liabilities in foreign currencies | (7,192) | | | (880) | | | (2,606) | | | (1,682) | |
| Net realized gain (loss) | $ | (99,556) | | | $ | 4,255 | | | $ | (110,874) | | | $ | 10,273 | |
For the three and nine months ended September 30, 2022, we generated realized gains of $11.1 million and $16.3 million, respectively, partially offset by realized losses of $110.7 million and $127.2 million, respectively, primarily from full or partial sales of our debt investments.
For the three and nine months ended September 30, 2021, we generated realized gains on investments of $4.3 million and $10.3 million, respectively, which was primarily comprised of net realized gains on sales of quoted loans. Forloans and, for the nine months ended September 30, 2021, we generated realized gains of $10.3 million, which was primarily comprised ofthe net realized gains on sales of quoted loans, net realized gain on forward purchase obligation and net realized gains on derivative upon settlement of the Syndicated Warehouse.
AsThe rise in interest rates in order to control inflation may correlate to increases in our net income. Increases in interest rates may adversely affect our existing borrowers.
Interest Rate Swaps
We use interest rate swaps to mitigate interest rate risk associated with the impactCompany's fixed rate liabilities. We have designated certain interest rate swaps to be in a hedge accounting relationship. See “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 2. Significant Accounting Policies” for additional disclosure regarding our accounting for derivative instruments designated in a hedge accounting relationship. See our schedule of COVID-19 persists, it may cause usinvestments for additional disclosure regarding these derivative instruments. See “Item 1. Consolidated Financial Statements—Notes to experience full or partial losses on our investments uponConsolidated Financial Statements—Note 7. Borrowings” for additional disclosure regarding the exit or restructuringcarrying value of our investments.debt.
Financial Condition, Liquidity and Capital Resources
We generate cash primarily from the net proceeds of our continuous offering of common shares, proceeds from net borrowings on our credit facilities and unsecured debt issuances, income earned and repayments on principal on our debt investments. The primary uses of our cash and cash equivalents are for (i) originating and purchasing debt investments, (ii) funding the costs of our operations (including fees paid to our Adviser and expense reimbursements paid to our Administrator), (iii) debt service, repayment and other financing costs of our borrowings, (iv) funding repurchases under our share repurchase programShare Repurchase Program and (v) cash distributions to the holders of our shares.
As of September 30, 2022 and December 31, 2021, we had fifteen and twelve asset based leverage facilities, one and one revolving credit facility, fourtwelve and seven unsecured note issuances, five and three debt securitizations and short term borrowings related to repurchase obligations and one debt securitization outstanding.outstanding, respectively. We have and will continue to, from time to time, enter into additional credit facilities, increase the size of our existing credit facilities or issue additional debt securities, including debt securitizations, unsecured debt, interest rate swaps and unsecuredother forms of debt. Any such incurrence or issuance may be from sources within the U.S. or from various foreign geographies or jurisdictions, and may be denominated in currencies other than the U.S. Dollar. Additionally, any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As of September 30, 2022 and December 31, 2021, we had an aggregate amount of $8,813.4$27,543.1 million and $18,301.5 million, respectively, of debt securities outstanding and our asset coverage ratio was 196.1%181.7% and 170.2%. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage.
Cash and cash equivalents as of September 30, 2021,2022, taken together with our $5,174.7$7,871.7 million of available capacity under our credit facilities (subject to borrowing base availability), proceeds from new or amended financing arrangements and the continuous offering of our common shares is expected to be sufficient for our investing activities and to conduct our operations in the near term. This determination is based in part on our expectations for the timing of funding investment purchases and the timing and amount of future proceeds from sales of our common shares and the use of existing and future financing arrangements. As of September 30, 2021,2022, we had significant amounts payable and commitments for new investments, which we planned to fund using proceeds from offering our common shares (including the $1,108.5 million of proceeds from October 1, 2021 subscriptions, which we had significant visibility for as of September 30, 2021) and available borrowing capacity under our credit facilities. Additionally, we held $5,847.1$9,207.6 million of Level 2 debt investments as of September 30, 2021,2022, which could provide additional liquidity if necessary.
Although we were able to close on severala new revolving credit facilitiesfacility, issue several new unsecured notes and issue a debt securitiessecuritization during the ninethree months ended September 30, 2021, and the financial markets have recovered from 2020 levels, another disruption in the financial markets like that caused by the2022, recent macroeconomic or market volatility, COVID-19, outbreakgeopolitical uncertainties or any other negative economic development could restrict our access to financing in the future. We may not be able to find new financing for future investments or liquidity needs and, even
if we are able to obtain such financing, such financing may not be on as favorable terms as we could have obtained prior to the outbreak of the pandemic. These factors may limit our ability to make new investments and adversely impact our results of operations.
As of September 30, 2022, we had $1,589.0 million in cash and cash equivalents. During the nine months ended September 30, 2022, cash used in operating activities was $18,356.2 million, primarily as a result of funding portfolio investments of $24,992.6 million, partially offset by proceeds from sale of investments of $5,604.9 million and an increase in payables for investments purchases of$381.8 million. Cash provided by financing activities was $19,332.0 million during the period, primarily as a result of new share issuances related to $11,093.5 million of subscriptions and net borrowings of $9,306.1 million.
As of September 30, 2021, we had $392.8 million in cash and cash equivalents. During the nine months ended September 30, 2021, cash used in operating activities was $16,041.5 million, primarily as a result of funding portfolio investments of $18,427.3 million, the acquisition of Twin Peaks for $697.4 million (net of cash assumed), partially offset by proceeds from sale of investments of $2,117.8 million and an increase in payables for investments purchases of $1,336.6 million. Cash provided by financing activities was $16,434.3 million during the period, primarily as a result of new share issuances related to $8,277.0 million of subscriptions and net borrowings of $8,326.9 million.
Equity
The following table summarizes issuances and repurchases of our common shares of beneficial interest during the three months ended September 30, 2022 (dollars in thousands except share amounts):
| | | | | | | | | | | |
| September 30, 2022 |
| Shares | | Amount |
| CLASS I | | | |
| Subscriptions | 50,251,731 | | $ | 1,253,674 | |
| Share transfers between classes | 672,828 | | 16,753 | |
| Distributions reinvested | 6,079,533 | | 151,911 | |
| Share repurchases | (24,860,836) | | (612,073) | |
| Early repurchase deduction | — | | | 426 | |
| Net increase (decrease) | 32,143,256 | | | $ | 810,691 | |
| CLASS S | | | |
| Subscriptions | 24,072,466 | | $ | 601,002 | |
| Share transfers between classes | (260,310) | | | (6,483) | |
| Distributions reinvested | 2,447,304 | | 61,154 | |
| Share repurchases | (1,963,074) | | | (48,331) | |
| Early repurchase deduction | — | | 360 | |
| Net increase (decrease) | 24,296,386 | | | $ | 607,702 | |
| CLASS D | | | |
| Subscriptions | 7,190,702 | | | $ | 179,680 | |
| Share transfers between classes | (412,518) | | | (10,270) | |
| Distributions reinvested | 456,349 | | | 11,404 | |
| Share repurchases | (154,765) | | | (3,810) | |
| Early repurchase deduction | — | | 14 | |
| Net increase (decrease) | 7,079,768 | | | $ | 177,018 | |
| Total net increase (decrease) | 63,519,410 | | | $ | 1,595,411 | |
The following table summarizes issuances and repurchases of our common shares of beneficial interest during the nine months ended September 30, 2022 (dollars in thousands except share amounts):
| | | | | | | | | | | |
| September 30, 2022 |
| Shares | | Amount |
| CLASS I | | | |
| Subscriptions | 271,964,030 | | $ | 6,973,021 | |
| Share transfers between classes | 2,206,163 | | 56,232 | |
| Distributions reinvested | 14,582,560 | | 370,696 | |
| Share repurchases | (36,739,213) | | (908,178) |
| Early repurchase deduction | — | | | 3,339 | |
| Net increase (decrease) | 252,013,540 | | | $ | 6,495,110 | |
| CLASS S | | | |
| Subscriptions | 132,866,990 | | $ | 3,406,722 | |
| Share transfers between classes | (437,194) | | | (11,003) | |
| Distributions reinvested | 5,600,358 | | 142,331 | |
| Share repurchases | (3,628,447) | | | (90,294) | |
| Early repurchase deduction | — | | 711 | |
| Net increase (decrease) | 134,401,707 | | | $ | 3,448,467 | |
| CLASS D | | | |
| Subscriptions | 27,916,681 | | | $ | 713,712 | |
| Share transfers between classes | (1,768,969) | | | (45,229) | |
| Distributions reinvested | 973,728 | | | 24,710 | |
| Share repurchases | (246,189) | | | (6,087) | |
| Early repurchase deduction | — | | 73 | |
| Net increase (decrease) | 26,875,251 | | | $ | 687,179 | |
| Total net increase (decrease) | 413,290,498 | | | $ | 10,630,756 | |
The following table summarizes transactions in common shares of beneficial interest during the three months ended September 30, 2021 (dollars in thousands except share amounts):
| | | Shares | | Amount | | Shares | | Amount |
| CLASS I | CLASS I | | | | CLASS I | | | |
| Subscriptions | Subscriptions | 96,021,435 | | $ | 2,479,115 | | Subscriptions | 96,021,435 | | $ | 2,479,115 | |
| Share transfers between classes | Share transfers between classes | 569,253 | | 14,693 | | Share transfers between classes | 569,253 | | 14,693 | |
| Distributions reinvested | Distributions reinvested | 1,899,280 | | 49,034 | | Distributions reinvested | 1,899,280 | | 49,034 | |
| Share repurchases | Share repurchases | (109,860) | | (2,845) | Share repurchases | (109,860) | | (2,845) |
| Early repurchase deduction | Early repurchase deduction | — | | | 44 | | Early repurchase deduction | — | | | 44 | |
| Net increase (decrease) | Net increase (decrease) | 98,380,108 | | | $ | 2,540,041 | | Net increase (decrease) | 98,380,108 | | | $ | 2,540,041 | |
| CLASS S | CLASS S | | | | CLASS S | | | |
| Subscriptions | Subscriptions | 31,873,180 | | $ | 823,021 | | Subscriptions | 31,873,180 | | $ | 823,021 | |
| Share transfers between classes | Share transfers between classes | (133,281) | | (3,439) | | Share transfers between classes | (133,281) | | | (3,439) | |
| Distributions reinvested | Distributions reinvested | 599,258 | | 15,471 | | Distributions reinvested | 599,258 | | 15,471 | |
| Share repurchases | Share repurchases | (3,875) | | (100) | | Share repurchases | (3,875) | | | (100) | |
| Early repurchase deduction | Early repurchase deduction | — | | 13 | | Early repurchase deduction | — | | 13 | |
| Net increase (decrease) | Net increase (decrease) | 32,335,282 | | | $ | 834,966 | | Net increase (decrease) | 32,335,282 | | | $ | 834,966 | |
| CLASS D | CLASS D | | | | CLASS D | | | |
| Subscriptions | Subscriptions | 5,133,862 | | | 132,547 | | Subscriptions | 5,133,862 | | | $ | 132,547 | |
| Share transfers between classes | Share transfers between classes | (435,972) | | | (11,254) | | Share transfers between classes | (435,972) | | | (11,254) | |
| Distributions reinvested | Distributions reinvested | 46,849 | | 1,210 | | Distributions reinvested | 46,849 | | | 1,210 | |
| Share repurchases | Share repurchases | — | | — | | Share repurchases | — | | — | |
| Early repurchase deduction | Early repurchase deduction | — | | 1 | | Early repurchase deduction | — | | 1 | |
| Net increase (decrease) | Net increase (decrease) | 4,744,739 | | | $ | 122,504 | | Net increase (decrease) | 4,744,739 | | | $ | 122,504 | |
| Total net increase (decrease) | Total net increase (decrease) | 135,460,129 | | | $ | 3,497,511 | | Total net increase (decrease) | 135,460,129 | | | $ | 3,497,511 | |
The following table summarizes transactions in common shares of beneficial interest during the nine months ended September 30, 2021 (dollars in thousands except share amounts):
| | | | | | | | | | | |
| Shares | | Amount |
| CLASS I | | | |
| Subscriptions | 240,492,026 | | $ | 6,148,343 | |
| Share transfers between classes | 675,642 | | 17,438 | |
| Distributions reinvested | 2,859,118 | | 73,596 | |
| Share repurchases | (158,598) | | (4,103) |
| Early repurchase deduction | — | | | 63 | |
| Net increase (decrease) | 243,868,188 | | | $ | 6,235,337 | |
| CLASS S | | | |
| Subscriptions | 74,739,583 | | $ | 1,916,892 | |
| Share transfers between classes | (133,281) | | (3,439) | |
| Distributions reinvested | 807,553 | | 20,812 | |
| Share repurchases | (3,875) | | (100) | |
| Early repurchase deduction | — | | 19 | |
| Net increase (decrease) | 75,409,980 | | | $ | 1,934,184 | |
| CLASS D | | | |
| Subscriptions | 8,259,128 | | | $ | 212,894 | |
| Share transfers between classes | (542,361) | | | (13,999) | |
| Distributions reinvested | 49,260 | | | 1,272 | |
| Share repurchases | — | | — | |
| Early repurchase deduction | — | | 1 | |
| Net increase (decrease) | 7,766,027 | | | $ | 200,168 | |
| Total net increase (decrease) | 327,044,195 | | | $ | 8,369,689 | |
| | | | | | | | | | | |
| Shares | | Amount |
| CLASS I | | | |
| Subscriptions | 240,492,026 | | $ | 6,148,343 | |
| Share transfers between classes | 675,642 | | 17,438 | |
| Distributions reinvested | 2,859,118 | | 73,596 | |
| Share repurchases | (158,598) | | (4,103) |
| Early repurchase deduction | — | | | 63 | |
| Net increase (decrease) | 243,868,188 | | | $ | 6,235,337 | |
| CLASS S | | | |
| Subscriptions | 74,739,583 | | $ | 1,916,892 | |
| Share transfers between classes | (133,281) | | | (3,439) | |
| Distributions reinvested | 807,553 | | 20,812 | |
| Share repurchases | (3,875) | | | (100) | |
| Early repurchase deduction fees | — | | 19 | |
| Net increase (decrease) | 75,409,980 | | | $ | 1,934,184 | |
| CLASS D | | | |
| Subscriptions | 8,259,128 | | | $ | 212,894 | |
| Share transfers between classes | (542,361) | | | (13,999) | |
| Distributions reinvested | 49,260 | | | 1,272 | |
| Share repurchases | — | | — | |
| Early repurchase deduction fees | — | | 1 | |
| Net increase (decrease) | 7,766,027 | | | $ | 200,168 | |
| Total net increase (decrease) | 327,044,195 | | | $ | 8,369,689 | |
Distributions and Dividend Reinvestment
The following table summarizes our distributions declared and payable for the nine months ended September 30, 20212022 (dollar amounts in thousands, except per share amounts):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class I | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| January 29, 2021 | | January 31, 2021 | | February 24, 2021 | | $ | 0.1151 | | | $ | 3,431 | | |
| February 24, 2021 | | February 28, 2021 | | March 29, 2021 | | 0.1427 | | | 7,206 | | |
| March 30, 2021 | | March 31, 2021 | | April 28, 2021 | | 0.1458 | | | 10,483 | | |
| April 23, 2021 | | April 30, 2021 | | May 26, 2021 | | 0.1510 | | | 15,074 | | |
| May 25, 2021 | | May 31, 2021 | | June 28, 2021 | | 0.1563 | | | 19,336 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1667 | | | 24,261 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1233 | | | 17,944 | | (1) |
| July 21, 2021 | | July 31, 2021 | | August 27, 2021 | | 0.1740 | | | 31,252 | | |
| August 25, 2021 | | August 31, 2021 | | September 28, 2021 | | 0.1740 | | | 36,103 | | |
| September 27, 2021 | | September 30, 2021 | | October 27, 2021 | | 0.1740 | | | 42,453 | | |
| | | | | | $ | 1.5229 | | | $ | 207,543 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class I | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| January 26, 2022 | | January 31, 2022 | | February 24, 2022 | | $ | 0.1740 | | | $ | 66,686 | | |
| February 23, 2022 | | February 28, 2022 | | March 25, 2022 | | 0.1740 | | | 75,042 | | |
| March 23, 2022 | | March 31, 2022 | | April 28, 2022 | | 0.1740 | | | 82,959 | | |
| April 23, 2022 | | April 30, 2022 | | May 27, 2022 | | 0.1740 | | | 89,838 | | |
| May 23, 2022 | | May 31, 2022 | | June 29, 2022 | | 0.1740 | | | 96,450 | | |
| June 23, 2022 | | June 30, 2022 | | July 27, 2022 | | 0.1740 | | | 100,372 | | |
| July 20, 2022 | | July 31, 2022 | | August 29, 2022 | | 0.1740 | | | 102,863 | | |
| August 24, 2022 | | August 31, 2022 | | September 28, 2022 | | 0.2440 | | | 148,413 | | (1) |
| September 7, 2022 | | September 30, 2022 | | October 26, 2022 | | 0.1740 | | | 108,483 | | |
| | | | | | $ | 1.6360 | | | $ | 871,106 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class S | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| January 26, 2022 | | January 31, 2022 | | February 24, 2022 | | $ | 0.1556 | | | $ | 23,816 | | |
| February 23, 2022 | | February 28, 2022 | | March 25, 2022 | | 0.1556 | | | 26,598 | | |
| March 23, 2022 | | March 31, 2022 | | April 28, 2022 | | 0.1557 | | | 29,834 | | |
| April 23, 2022 | | April 30, 2022 | | May 27, 2022 | | 0.1557 | | | 32,985 | | |
| May 23, 2022 | | May 31, 2022 | | June 29, 2022 | | 0.1558 | | | 35,893 | | |
| June 23, 2022 | | June 30, 2022 | | July 27, 2022 | | 0.1561 | | | 38,018 | | |
| July 20, 2022 | | July 31, 2022 | | August 29, 2022 | | 0.1564 | | | 39,451 | | |
| August 24, 2022 | | August 31, 2022 | | September 28, 2022 | | 0.2263 | | | 58,706 | | (1) |
| September 7, 2022 | | September 30, 2022 | | October 26, 2022 | | 0.1562 | | | 41,985 | | |
| | | | | | $ | 1.4734 | | | $ | 327,287 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class D | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| January 26, 2022 | | January 31, 2022 | | February 24, 2022 | | $ | 0.1686 | | | $ | 3,469 | | |
| February 23, 2022 | | February 28, 2022 | | March 25, 2022 | | 0.1686 | | | 3,961 | | |
| March 23, 2022 | | March 31, 2022 | | April 28, 2022 | | 0.1686 | | | 4,551 | | |
| April 23, 2022 | | April 30, 2022 | | May 27, 2022 | | 0.1686 | | | 5,126 | | |
| May 23, 2022 | | May 31, 2022 | | June 29, 2022 | | 0.1686 | | | 5,699 | | |
| June 23, 2022 | | June 30, 2022 | | July 27, 2022 | | 0.1687 | | | 6,190 | | |
| July 20, 2022 | | July 31, 2022 | | August 29, 2022 | | 0.1688 | | | 6,555 | | |
| August 24, 2022 | | August 31, 2022 | | September 28, 2022 | | 0.2388 | | | 10,007 | | (1) |
| September 7, 2022 | | September 30, 2022 | | October 26, 2022 | | 0.1688 | | | 7,401 | | |
| | | | | | $ | 1.5881 | | | $ | 52,959 | | |
The following table presents distributions that were declared during the nine months ended September 30, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class I | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| January 29, 2021 | | January 31, 2021 | | February 24, 2021 | | $ | 0.1151 | | | $ | 3,431 | | |
| February 24, 2021 | | February 28, 2021 | | March 29, 2021 | | 0.1427 | | 7,206 | | |
| March 30, 2021 | | March 31, 2021 | | April 28, 2021 | | 0.1458 | | 10,483 | | |
| April 23, 2021 | | April 30, 2021 | | May 26, 2021 | | 0.1510 | | | 15,074 | | |
| May 25, 2021 | | May 31, 2021 | | June 28, 2021 | | 0.1563 | | | 19,336 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1667 | | | 24,261 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1233 | | | 17,944 | | (1) |
| July 21, 2021 | | July 31, 2021 | | August 27, 2021 | | 0.1740 | | | 31,252 | | |
| August 25, 2021 | | August 31, 2021 | | September 28, 2021 | | 0.1740 | | | 36,103 | | |
| September 27, 2021 | | September 30, 2021 | | October 27, 2021 | | 0.1740 | | | 42,453 | | |
| | | | | | $ | 1.5229 | | | $ | 207,543 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class S | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| January 29, 2021 | | January 31, 2021 | | February 24, 2021 | | $ | 0.1008 | | | $ | 277 | | |
| February 24, 2021 | | February 28, 2021 | | March 29, 2021 | | 0.1250 | | 827 | | |
| March 30, 2021 | | March 31, 2021 | | April 28, 2021 | | 0.1281 | | 1,426 | | |
| April 23, 2021 | | April 30, 2021 | | May 26, 2021 | | 0.1329 | | | 2,994 | | |
| May 25, 2021 | | May 31, 2021 | | June 28, 2021 | | 0.1382 | | | 4,607 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1484 | | | 6,391 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1233 | | | 5,311 | | (1) |
| July 21, 2021 | | July 31, 2021 | | August 27, 2021 | | 0.1557 | | | 8,187 | | |
| August 25, 2021 | | August 31, 2021 | | September 28, 2021 | | 0.1557 | | | 9,376 | | |
| September 27, 2021 | | September 30, 2021 | | October 27, 2021 | | 0.1557 | | | 11,742 | | |
| | | | | | $ | 1.3638 | | | $ | 51,138 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class D | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| May 25, 2021 | | May 31, 2021 | | June 28, 2021 | | 0.1510 | | | 205 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1613 | | | 487 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1233 | | | 373 | | (1) |
| July 21, 2021 | | July 31, 2021 | | August 27, 2021 | | 0.1686 | | | 749 | | |
| August 25, 2021 | | August 31, 2021 | | September 28, 2021 | | 0.1686 | | | 997 | | |
| September 27, 2021 | | September 30, 2021 | | October 27, 2021 | | 0.1686 | | | 1,309 | | |
| | | | | | $ | 0.9414 | | | $ | 4,120 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Class D | |
| Declaration Date | | Record Date | | Payment Date | | Distribution Per Share | | Distribution Amount | |
| May 25, 2021 | | May 31, 2021 | | June 28, 2021 | | $ | 0.1510 | | | 205 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1613 | | | 487 | | |
| June 29, 2021 | | June 30, 2021 | | July 28, 2021 | | 0.1233 | | | 373 | | (1) |
| July 21, 2021 | | July 31, 2021 | | August 27, 2021 | | 0.1686 | | | 749 | | |
| August 25, 2021 | | August 31, 2021 | | September 28, 2021 | | 0.1686 | | | 997 | | |
| September 27, 2021 | | September 30, 2021 | | October 27, 2021 | | 0.1686 | | | 1,309 | | |
| | | | | | $ | 0.9414 | | | $ | 4,120 | | |
(1)Represents a special distribution.
With respect to distributions, we have adopted an “opt out” dividend reinvestment plan for shareholders. As a result, in the event of a declared cash distribution or other distribution, each shareholder that has not “opted out” of the dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares rather than receiving cash distributions. Shareholders who receive distributions in the form of shares will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.
Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following tables reflect the sources of cash distributions on a U.S. GAAP basis that we declared on our shares of common stock during the nine months ended September 30, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Class I | | Class S | | Class D |
| Source of Distribution | | Per Share | | Amount | | Per Share | | Amount | | Per Share | | Amount |
| Net investment income | | $ | 1.6360 | | | $ | 871,106 | | | $ | 1.4734 | | | $ | 327,287 | | | $ | 1.5881 | | | $ | 52,959 | |
| Net realized gains | | — | | | — | | | — | | | — | | | — | | | — | |
| Total | | $ | 1.6360 | | | $ | 871,106 | | | $ | 1.4734 | | | $ | 327,287 | | | $ | 1.5881 | | | $ | 52,959 | |
The following tables reflect the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the nine months ended September 30, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Class I | | Class S | | Class D |
| Source of Distribution | | Per Share | | Amount | | | Per Share | | Amount | | Per Share | | Amount |
| Net investment income | | $ | 1.5229 | | | $ | 207,543 | | | | $ | 1.3638 | | | $ | 51,138 | | | $ | 0.9414 | | | $ | 4,120 | |
| Net realized gains | | — | | | — | | | | — | | | — | | | — | | | — | |
| Total | | $ | 1.5229 | | | $ | 207,543 | | | | $ | 1.3638 | | | $ | 51,138 | | | $ | 0.9414 | | | $ | 4,120 | |
Share RepurchaseRepurchase Program
At the discretion of the Board, we havethe Company has commenced a share repurchase program in which wethe Company may repurchase, in each quarter, up to 5% of the NAV of ourthe Company’s common shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. The Board may amend or suspend the share repurchase program at any time if in its reasonable judgment it deems such action to be in the best interest of shareholders, such as when a repurchase offer would place an undue burden on ourthe Company’s liquidity, adversely affect ourthe Company’s operations or risk having an adverse impact on usthe Company that would outweigh the benefit
of the repurchase offer. As a result, share repurchases may not be available each quarter. We intendThe Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the 1940 Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.
Under the share repurchase plan, to the extent we offerthe Company offers to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by usthe Company for the benefit of remaining shareholders across all share classes.shares.
During the three months ended September 30, 2022, approximately 26,978,676 shares were repurchased (total value of $664.2 million based on September 30, 2022 NAV of $24.62). During the nine months ended September 30, 2022, approximately 40,613,906 shares were repurchased (total value of $1.0 billion based on September 30, 2022 NAV of $24.62).
During the three and nine months ended September 30, 2021, approximately 113,735 and 162,473 shares respectively, were repurchased.repurchased (total value of $2.9 million based on September 30, 2021 NAV of $25.90).
The following table further summarizes the share repurchases completed during the nine months ended September 30, 2021:2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Repurchase deadline request | | Percentage of Outstanding Shares the Company Offered to Repurchase(1) | | Price Paid Per Share | | Repurchase
Pricing Date | | Amount
Repurchased (all classes) | | Number of Shares
Repurchased
(all classes) | | Percentage of Outstanding Shares Repurchased (1) | | Maximum number of shares that may yet be purchased under the repurchase plan (2) |
| May 28, 2021 | | 5.00 | % | | $ | 25.81 | | June 30, 2021 | | $ | 1,233 | | | 48,738 | | | 0.06 | % | | — | |
| August 31, 2021 | | 5.00 | % | | $ | 25.90 | | September 30, 2021 | | $ | 2,887 | | | 113,735 | | | 0.06 | % | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Repurchase deadline request | | Percentage of
Outstanding Shares
the Company Offered
to Repurchase(1) | | Price Paid Per Share | | Repurchase
Pricing Date | | Amount
Repurchased (all classes)(3) | | Number of Shares
Repurchased
(all classes) | | Percentage of
Outstanding Shares
Repurchased (1) | | Maximum number of shares that may yet be purchased under the repurchase plan (2) |
| February 28, 2022 | | 5.00 | % | | $ | 25.82 | | | March 31, 2022 | | $ | 54,464 | | | 2,146,916 | | | 0.43 | % | | — | |
| May 31, 2022 | | 5.00 | % | | $ | 24.80 | | | June 30, 2022 | | $ | 282,505 | | | 11,488,257 | | | 1.66 | % | | — | |
| August 31, 2022 | | 5.00 | % | | $ | 24.62 | | | September 30, 2022 | | $ | 663,415 | | | 26,978,603 | | | 3.19 | % | | — | |
(1)Percentage is based on total shares as of the close of the previous calendar quarter.
(2)All repurchase requests were satisfied in full.
(3)Amounts shown net of Early Repurchase Deduction
The following table further summarizes the share repurchases completed during the nine months ended September 30, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Repurchase deadline request | | Percentage of
Outstanding Shares
the Company Offered
to Repurchase(1) | | Repurchase
Pricing Date | | Amount
Repurchased (all classes)(3) | | Number of Shares
Repurchased
(all classes)(1) | | Percentage of
Outstanding Shares
Repurchased (2) |
| May 28, 2021 | | 5.00 | % | | June 30, 2021 | | $ | 1,233 | | | 48,738 | | | 0.06 | % |
| August 31, 2021 | | 5.00 | % | | September 30, 2021 | | $ | 2,887 | | | 113,735 | | | 0.06 | % |
(1)Percentage is based on total shares as of the close of the previous calendar quarter. All repurchases requests were satisfied in full.
Borrowings
Our outstanding debt obligations were as follows (dollar amounts in thousands):
| | | September 30, 2021 | | September 30, 2022 |
| | Aggregate
Principal
Committed | | Outstanding
Principal | | Carrying
Value | | Unused Portion (1) | | Amount Available (2) | | Aggregate
Principal
Committed | | Outstanding
Principal | | Carrying
Value | | Unused
Portion (1) | | Amount
Available (2) |
Bard Peak Funding Facility (3) | Bard Peak Funding Facility (3) | $ | 1,000,000 | | | $ | 845,400 | | | $ | 845,400 | | | $ | 154,600 | | | $ | 154,600 | | Bard Peak Funding Facility (3) | $ | 1,650,000 | | | $ | 1,449,196 | | | $ | 1,449,196 | | | $ | 200,804 | | | $ | 200,804 | |
Castle Peak Funding Facility (4) | Castle Peak Funding Facility (4) | 1,300,000 | | | 994,529 | | | 994,529 | | | 305,471 | | | 305,186 | | Castle Peak Funding Facility (4) | 1,600,000 | | | 1,195,027 | | | 1,195,027 | | | 404,973 | | | 327,034 | |
| Maroon Peak Funding Facility | Maroon Peak Funding Facility | 700,000 | | | 692,950 | | | 692,950 | | | 7,050 | | | — | | Maroon Peak Funding Facility | 800,000 | | | 800,000 | | | 800,000 | | | — | | | — | |
Summit Peak Funding Facility (5) | Summit Peak Funding Facility (5) | 1,000,000 | | | 897,796 | | | 897,796 | | | 102,204 | | | 102,204 | | Summit Peak Funding Facility (5) | 2,300,000 | | | 1,535,572 | | | 1,535,572 | | | 764,428 | | | 111,342 | |
| Denali Peak Funding Facility | Denali Peak Funding Facility | 600,000 | | | 200,000 | | | 200,000 | | | 400,000 | | | 334,078 | | Denali Peak Funding Facility | 750,000 | | | 749,800 | | | 749,800 | | | 200 | | | 200 | |
| Siris Peak Funding Facility | 165,919 | | | 165,919 | | | 165,919 | | | — | | | — | | |
| Bushnell Peak Funding Facility | Bushnell Peak Funding Facility | 425,000 | | | 254,800 | | | 254,800 | | | 170,200 | | | 23,174 | | Bushnell Peak Funding Facility | 600,000 | | | 600,000 | | | 600,000 | | | — | | | — | |
| Granite Peak Funding Facility | Granite Peak Funding Facility | 250,000 | | | 146,900 | | | 146,900 | | | 103,100 | | | 52,231 | | Granite Peak Funding Facility | 750,000 | | | 562,700 | | | 562,700 | | | 187,300 | | | 113,734 | |
| Middle Peak Funding Facility | Middle Peak Funding Facility | 500,000 | | | 324,250 | | | 324,250 | | | 175,750 | | | 137,415 | | Middle Peak Funding Facility | 800,000 | | | 599,950 | | | 599,950 | | | 200,050 | | | 200,050 | |
| Bison Peak Funding Facility | Bison Peak Funding Facility | 1,500,000 | | | 330,600 | | | 330,600 | | | 1,169,400 | | | 319,779 | | Bison Peak Funding Facility | 1,500,000 | | | 1,467,300 | | | 1,467,300 | | | 32,700 | | | 32,700 | |
| Blanca Peak Funding Facility | Blanca Peak Funding Facility | 1,000,000 | | | 276,500 | | | 276,500 | | | 723,500 | | | 418,605 | | Blanca Peak Funding Facility | 1,500,000 | | | 1,000,000 | | | 1,000,000 | | | 500,000 | | | 380,923 | |
| Windom Peak Funding Facility | 1,000,000 | | | 181,500 | | | 181,500 | | | 818,500 | | | 274,044 | | |
Revolving Credit Facility (6) | 1,500,000 | | | 455,057 | | | 455,057 | | | 1,044,943 | | | 1,044,943 | | |
2024 Notes (7) | 435,000 | | | 435,000 | | | 431,532 | | | — | | | — | | |
New 2024 Notes (7) | 365,000 | | | 365,000 | | | 361,508 | | | — | | | — | | |
2026 Notes (7) | 400,000 | | | 400,000 | | | 396,848 | | | — | | | — | | |
New 2026 Notes (7) | 900,000 | | | 900,000 | | | 884,819 | | | — | | | — | | |
2021-1 Debt (8) | 663,000 | | | 663,000 | | | 661,888 | | | — | | | — | | |
| Windom Peak Funding Facility(6) | | Windom Peak Funding Facility(6) | 2,000,000 | | | 1,612,648 | | | 1,612,648 | | | 387,352 | | | 386,613 | |
| Monarch Peak Funding Facility | | Monarch Peak Funding Facility | 2,000,000 | | | 1,123,400 | | | 1,123,400 | | | 876,600 | | | 46,780 | |
| Borah Peak Funding Facility | | Borah Peak Funding Facility | 400,000 | | | 381,000 | | | 381,000 | | | 19,000 | | | 19,000 | |
| Naomi Peak Funding Facility | | Naomi Peak Funding Facility | 400,000 | | | 340,000 | | | 340,000 | | | 60,000 | | | 60,000 | |
| Meridian Peak Funding Facility | | Meridian Peak Funding Facility | 500,000 | | | 100,000 | | | 100,000 | | | 400,000 | | | 400,000 | |
| 2022-1 BSL WH | | 2022-1 BSL WH | 400,000 | | | 168,000 | | | 168,000 | | | 232,000 | | | 232,000 | |
| Revolving Credit Facility (7) | | Revolving Credit Facility (7) | 5,150,000 | | | 1,543,710 | | | 1,543,710 | | | 3,606,290 | | | 3,578,119 | |
| June 2024 Notes (8)(11) | | June 2024 Notes (8)(11) | 435,000 | | | 435,000 | | | 413,517 | | | — | | | — | |
| June 2026 Notes (8) | | June 2026 Notes (8) | 400,000 | | | 400,000 | | | 397,444 | | | — | | | — | |
| September 2024 Notes (8)(11) | | September 2024 Notes (8)(11) | 365,000 | | | 365,000 | | | 344,879 | | | — | | | — | |
| December 2026 Notes (8)(11) | | December 2026 Notes (8)(11) | 1,250,000 | | | 1,250,000 | | | 1,155,655 | | | — | | | — | |
| November 2026 Eurobonds (8)(9) | | November 2026 Eurobonds (8)(9) | 580,475 | | | 580,475 | | | 484,402 | | | — | | | — | |
| November 2024 Notes (8)(11) | | November 2024 Notes (8)(11) | 500,000 | | | 500,000 | | | 470,872 | | | — | | | — | |
| March 2027 Notes (8) | | March 2027 Notes (8) | 1,000,000 | | | 1,000,000 | | | 988,722 | | | — | | | — | |
| January 2025 Notes (8)(11) | | January 2025 Notes (8)(11) | 500,000 | | | 500,000 | | | 469,326 | | | — | | | — | |
| January 2029 Notes (8) | | January 2029 Notes (8) | 650,000 | | | 650,000 | | | 638,778 | | | — | | | — | |
| March 2025 Notes (8)(11) | | March 2025 Notes (8)(11) | 900,000 | | | 900,000 | | | 852,378 | | | — | | | — | |
| May 2027 Notes (8)(11) | | May 2027 Notes (8)(11) | 625,000 | | | 625,000 | | | 593,636 | | | — | | | — | |
| April 2026 UK Bonds (8)(9)(12) | | April 2026 UK Bonds (8)(9)(12) | 326,925 | | | 326,925 | | | 248,301 | | | — | | | — | |
| September 2025 Notes | | September 2025 Notes | 600,000 | | | 600,000 | | | 590,541 | | | — | | | — | |
| 2021-1 BSL Debt (10) | | 2021-1 BSL Debt (10) | 663,000 | | | 663,000 | | | 661,975 | | | — | | | — | |
| 2022-1 BSL Debt (10) | | 2022-1 BSL Debt (10) | 420,000 | | | 420,000 | | | 418,376 | | | — | | | — | |
| 2021-2 Debt (10) | | 2021-2 Debt (10) | 505,800 | | | 505,800 | | | 504,222 | | | — | | | — | |
| MML 2021-1 Debt (10) | | MML 2021-1 Debt (10) | 690,000 | | | 690,000 | | | 685,943 | | | — | | | — | |
| MML 2022-1 Debt (10) | | MML 2022-1 Debt (10) | 759,000 | | | 759,000 | | | 753,757 | | | — | | | — | |
| MML 2022-2 Debt(10) | | MML 2022-2 Debt(10) | 300,500 | | | 300,500 | | | 297,971 | | | — | | | — | |
| Short-Term Borrowings | Short-Term Borrowings | 284,181 | | | 284,181 | | | 284,181 | | | — | | | — | | Short-Term Borrowings | 844,083 | | | 844,083 | | | 844,083 | | | — | | | — | |
| Total | Total | $ | 13,988,100 | | | $ | 8,813,382 | | | $ | 8,786,977 | | | $ | 5,174,718 | | | $ | 3,166,259 | | Total | $ | 35,414,783 | | | $ | 27,543,087 | | | $ | 27,043,081 | | | $ | 7,871,697 | | | $ | 6,089,299 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 |
| Aggregate
Principal
Committed | | Outstanding
Principal | | Carrying
Value | | Unused
Portion (1) | | Amount
Available (2) |
| Bard Peak Funding Facility (3) | $ | 1,650,000 | | | $ | 879,000 | | | $ | 879,000 | | | $ | 771,000 | | | $ | — | |
| Castle Peak Funding Facility (4) | 1,600,000 | | | 1,171,809 | | | 1,171,809 | | | 428,191 | | | 131,041 | |
| Maroon Peak Funding Facility | 700,000 | | | 483,952 | | | 483,952 | | | 216,048 | | | 216,048 | |
| Summit Peak Funding Facility (5) | 2,000,000 | | | 1,643,154 | | | 1,643,154 | | | 356,846 | | | 86,767 | |
| Denali Peak Funding Facility | 675,000 | | | 668,400 | | | 668,400 | | | 6,600 | | | 6,600 | |
| Bushnell Peak Funding Facility | 600,000 | | | 395,500 | | | 395,500 | | | 204,500 | | | 98,376 | |
| Granite Peak Funding Facility | 250,000 | | | 248,000 | | | 248,000 | | | 2,000 | | | 2,000 | |
| Middle Peak Funding Facility | 800,000 | | | 799,550 | | | 799,550 | | | 450 | | | 68 | |
| Bison Peak Funding Facility | 1,500,000 | | | 1,320,800 | | | 1,320,800 | | | 179,200 | | | 69,364 | |
| Blanca Peak Funding Facility | 1,000,000 | | | 892,800 | | | 892,800 | | | 107,200 | | | 107,200 | |
| Windom Peak Funding Facility(6) | 1,000,000 | | | 989,759 | | | 989,759 | | | 10,241 | | | 6,471 | |
| Monarch Peak Funding Facility | 1,000,000 | | | 567,400 | | | 567,400 | | | 432,600 | | | 68,250 | |
| Revolving Credit Facility (7) | 3,250,000 | | | 1,144,422 | | | 1,144,422 | | | 2,105,578 | | | 2,105,578 | |
| June 2024 Notes (8) | 435,000 | | | 435,000 | | | 431,854 | | | — | | | — | |
| June 2026 Notes (8) | 400,000 | | | 400,000 | | | 396,952 | | | — | | | — | |
| September 2024 Notes (8) | 365,000 | | | 365,000 | | | 361,805 | | | — | | | — | |
| December 2026 Notes (8) | 1,250,000 | | | 1,250,000 | | | 1,227,844 | | | — | | | — | |
| November 2026 Eurobonds (8)(9) | 569,958 | | | 569,958 | | | 563,695 | | | — | | | — | |
| November 2024 Notes (8) | 500,000 | | | 500,000 | | | 496,054 | | | — | | | — | |
| March 2027 Notes (8) | 1,000,000 | | | 1,000,000 | | | 987,298 | | | — | | | — | |
| 2021-1 BSL Debt (10) | 663,000 | | | 663,000 | | | 661,910 | | | — | | | — | |
| 2021-2 Debt (10) | 505,800 | | | 505,800 | | | 504,124 | | | — | | | — | |
| MML 2021-1 Debt (10) | 690,000 | | | 690,000 | | | 685,696 | | | — | | | — | |
| Short-Term Borrowings | 718,156 | | | 718,156 | | | 718,156 | | | — | | | — | |
| Total | $ | 23,121,914 | | | $ | 18,301,460 | | | $ | 18,239,934 | | | $ | 4,820,454 | | | $ | 2,897,763 | |
(1)The unused portion is the amount upon which commitment fees, if any, are based.
(2)The amount available reflects any limitations related to each respective credit facility’s borrowing base.
(3)Under the Bard Peak Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2021,2022, the Company had borrowings denominated in Canadian Dollars (CAD) and Euros (EUR) of 19.5 million.39.2 million and 36.0 million, respectively.
(4)Under the Castle Peak Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2022, the Company had borrowings denominated in Canadian Dollars (CAD), British Pounds (GBP), and Euros (EUR) of 60.0 million, 42.4 million, and 36.0 million respectively. As of December 31, 2021, the Company had borrowings denominated in Canadian Dollars (CAD) and British Pounds (GBP) of 60.0 million and 42.4 million, respectively.
(5)Under the Summit Peak Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2022, the Company had borrowings denominated in Canadian Dollars (CAD) and British Pounds (GBP) of 99.2 million and 6.1 million, respectively. As of December 31, 2021, the Company had borrowings denominated in Canadian Dollars (CAD) of 60.0 million.
(6)Under the Windom Peak Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2022 and December 31, 2021, the Company had borrowings denominated in British Pounds (GBP) of 43.6 million and 43.6 million, respectively.
(7)Under the Revolving Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2022, the Company had borrowings denominated in Canadian Dollars (CAD), Swiss Franc (CHF), British Pounds (GBP), and Euros (EUR) of 323.6 million, 105.1 million, 660.3 million, and 75.5 million, respectively . As December 31, 2021 the Company had borrowings denominated in Canadian Dollars (CAD), Euros (EUR), and British Pounds (GBP) of 11.3 million, 34.246.8 million and 156.9 million, respectively.
(7)(8)The carrying value of the Company's June 2024 Notes, NewJune 2026 Notes, September 2024 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes, March 2027 Notes, January 2025 Notes, January 2029 Notes, March 2025 Notes, May 2027 Notes, April 2026 UK Bonds, and NewSeptember 2025 Notes are presented net of unamortized debt issuance costs of $2.2 million, $2.5 million, $2.3 million, $19.6 million, $6.1 million, $3.1 million, $11.3 million, $3.9 million, $11.2 million, $7.3 million, $2.5 million, $3.1 million, and $8.9 million, respectively, as of September 30, 2022. The carrying value of the Company's June 2024 Notes, September 2024 Notes, June 2026 Notes, December 2026 Notes, November 2026 Eurobonds, November 2024 Notes and March 2027 Notes are presented net of unamortized debt issuance costs of $3.1 million, $3.2 million, $3.0 million, $22.2 million, $6.3 million, $3.9 million and $12.7 million, respectively, as of December 31, 2021.
(9)The November 2026 Eurobonds are denominated in Euros and were converted from local currency (EUR) to U.S. Dollars at the time of the transaction. The April 2026 UK Bonds are denominated in British Pounds and were converted from local currency (GBP) to U.S. Dollars at the time of the transaction.
(10)The carrying value of the Company’s 2021-1 BSL Debt, 2022-1 BSL Debt, 2021-2 Debt, MML 2021-1 Debt, MML 2022-1 Debt and MML 2022-2 Debt is presented net of unamortized debt issuance costs of $3.5$1.0 million, $3.5$1.6 million, $3.2$1.6 million, $4.2 million, $5.3 million, and $15.2$2.5 million respectively, as of September 30, 2021.
(8)2022. The carrying value of the Company’s 2021-1 BSL Debt, 2021-2 Debt and MML 2021-1 Debt is presented net of unamortized debt issuance costs of $1.1 million, $1.7 million and $4.3 million as of September 30,December 31, 2021.
(11)Inclusive of change in fair market value of effective hedge.
For additional information on our debt obligations see "Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 6.7. Borrowings.”
Contractual Obligations
Our contractual obligations consisted of the following as of September 30, 2021 (dollar amounts in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Payments Due by Period |
| Total | | Less than
1 year | | 1-3 years | | 3-5 years | | After 5 years |
| Bard Peak Funding Facility | $ | 845,400 | | | $ | — | | | $ | — | | | $ | 845,400 | | | $ | — | |
| Castle Peak Funding Facility | 994,529 | | | — | | | — | | | 994,529 | | | — | |
| Maroon Peak Funding Facility | 692,950 | | | — | | | 692,950 | | | — | | | — | |
| Summit Peak Funding Facility | 897,796 | | | — | | | — | | | 897,796 | | | — | |
| Denali Peak Funding Facility | 200,000 | | | — | | | — | | | 200,000 | | | — | |
| Siris Peak Funding Facility | 165,919 | | | — | | | 165,919 | | | — | | | — | |
| Bushnell Peak Funding Facility | 254,800 | | | — | | | 254,800 | | | — | | | — | |
| Granite Peak Funding Facility | 146,900 | | | — | | | — | | | 146,900 | | | — | |
| Middle Peak Funding Facility | 324,250 | | | — | | | — | | | 324,250 | | | — | |
| Bison Peak Funding Facility | 330,600 | | | — | | | — | | | 330,600 | | | — | |
| Blanca Peak Funding Facility | 276,500 | | | — | | | — | | | 276,500 | | | — | |
| Windom Peak Funding Facility | 181,500 | | | — | | | — | | | 181,500 | | | — | |
| Revolving Credit Facility | 455,057 | | | — | | | — | | | 455,057 | | | — | |
| 2024 Notes | 435,000 | | | — | | | 435,000 | | | — | | | — | |
| New 2024 Notes | 365,000 | | | — | | | 365,000 | | | — | | | — | |
| 2026 Notes | 400,000 | | | — | | | — | | | 400,000 | | | — | |
| New 2026 Notes | 900,000 | | | — | | | — | | | — | | | 900,000 | |
| 2021-1 Debt | 663,000 | | | — | | | — | | | — | | | 663,000 | |
| Short-Term Borrowings | 284,181 | | | 284,181 | | | — | | | — | | | — | |
| Total Contractual Obligations | $ | 8,813,382 | | | $ | 284,181 | | | $ | 1,913,669 | | | $ | 5,052,532 | | | $ | 1,563,000 | |
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 September 30, 2022 and December 31, 2021, we had unfunded delayed draw term loans and revolvers with an aggregate principal amount of $2,594.5 million.
Additionally, from time to time, the Adviser$6,856.5 million and its affiliates may commit to an investment on behalf of the funds it manages, including us. Certain terms of these investments are not finalized at the time of the commitment and each respective fund's allocation may change prior to the date of funding. In this regard, as of September 30, 2021, we have approximately $8,852.3$4,870.5 million, of investments that are committed but not yet funded.
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 subscriptions. One of these warehousing transactions, the Facility Agreement, related primarily to originated or anchor investments in middle market loans. The other warehouse, the Syndicated Warehouse Facility, related primarily to broadly syndicated loans (the “Warehousing Transactions”). Prior to the time that we broke escrow, we also entered into trades with two Counterparties that gave us the right to purchase certain investments from these Counterparties upon meeting certain contingencies. For additional information see “Item 1. Financial Statements—Notes to Financial Statements—Note 7. Commitment and Contingencies.”
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 September 30, 2021,2022, management is not aware of any pending or threatened litigation.
Twin Peaks Acquisition
Pursuant to a Securities Purchase Agreement, dated March 5, 2021 (the “Purchase Agreement”Agreement”), by and among us, Twin Peaks Parent LLC, a Delaware limited liability company not affiliated with the Company (the “Seller”Seller”), BCRED Twin Peaks LLC (“Twin Peaks”), Teacher Retirement System of Texas, an investor in Seller, and the Adviser, we acquired Twin Peaks which includes a portfolio of assets from Seller consisting of loans to 41 borrowers (including delayed draw term loans), five equity investments, cash and other assets (collectively, the “Assets”Assets”) for an aggregate purchase price of $721.0 million. For additional information see “Item 1. Financial Statements—Notes to Financial Statements—Note 10.12. Twin Peaks Acquisition.”
Related-Party Transactions
We entered into a number of business relationships with affiliated or related parties, including the following:
•the Investment Advisory Agreement;
•the Administration Agreement;
•Intermediary Manager Agreement;
•Expense Support and Conditional Reimbursement Agreement; and
•Twin Peaks Acquisition
In addition to the aforementioned agreements, we, our Adviser and certain of our Adviser’s affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by our Adviser or its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. See “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 3. Fees, Expenses, Agreements and Related Party Transactions.”
Performance
The year-to-date (“YTD”) total return based on NAV for each of our share classes are as follows: | | | | | | | | | | | |
| Inception Date | | YTD Return (1) |
| Class I | January 7, 2021 | | 9.91 1.26 | % |
| Class S (no upfront placement fee) | January 7, 2021 | | 9.23 0.62 | % |
| Class S (with upfront placement fee) | January 7, 2021 | | 5.39 (2.90) | % |
| Class D (no upfront placement fee) | May 1, 2021 | | 4.95 1.07 | % |
| Class D (with upfront placement fee) | May 1, 2021 | | 3.38 (0.43) | % |
(1)YTD return is from January 7, 2021 for Class I and S and May 1, 2021 for Class D. Performance is through September 30, 20212022 and assumes distributions are reinvested pursuant to the Company’s dividend reinvestment plan. Amounts are not annualized.
Recent Developments
COVID-19 UpdateMacroeconomic Environment
ThereThe U.S. Federal Reserve’s recent actions to increase interest rates in order to control inflation have created further uncertainty for the economy and for our borrowers. Although our business model is an ongoing global outbreak of COVID-19, which has spreadsuch that rising interest rates will, all else being equal, correlate to over 200 countries and territories, includingincreases in our net income, increases in interest rates may adversely affect our existing borrowers. It is difficult to predict the United States, and has spread to every state in the United States. The globalfull impact of recent changes and any future changes in interest rates or inflation.
Reference Rate Reform
LIBOR and certain other floating rate benchmark indices to which our floating rate loans and other loan agreements are tied, including, without limitation, the outbreak has been rapidly evolving,Euro Interbank Offered Rate, or EURIBOR, the Stockholm Interbank Offered Rate, or STIBOR, the Australian Bank Bill Swap Reference Rate, or BBSY, the Canadian Dollar Offered Rate, or CDOR, the Swiss Average Rate Overnight, or SARON, and the Copenhagen Interbank Offering Rate, or CIBOR, or collectively, IBORs, are the subject of recent national, international and regulatory guidance and proposals for reform. As of December 31, 2021, the ICE Benchmark Association, or IBA, ceased publication of all non-USD LIBOR and the one-week and two-month USD LIBOR and, as casesand previously announced, intends to cease publication of COVID-19, including new variants, have continued to be identified in additional countries, many countries have reacted by instituting quarantines and restrictionsremaining U.S. dollar LIBOR settings immediately after June 30, 2023. Further, on travel, closing financial markets and/or restricting trading, and limiting operationsMarch 15, 2022, the Consolidated Appropriations Act of non-essential businesses. Such actions have created disruption in global supply chains, and adversely impacted many industries. The COVID-19 pandemic (including2022, which includes the restrictive measures taken in response thereto) has to date created temporary business disruption issues for certain of our portfolio companies. More recently, robust economic activityAdjustable Interest Rate (LIBOR) Act, was signed into law in the U.S. This legislation establishes a uniform benchmark replacement process for financial contracts maturing after June 30, 2023 that do not contain clearly defined or practicable fallback provisions. The legislation also creates a safe harbor that shields lenders from litigation if they choose to utilize a replacement rate recommended by the Board of Governors of the Federal Reserve.
The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee composed of large U.S. financial institutions, has supportedidentified the Secured Overnight Financing Rate, or SOFR, a continued recovery, which neverthelessnew index calculated using short-term repurchase agreements backed by U.S. Treasury securities, as its preferred alternative rate for USD LIBOR. Additionally, market participants have started to transition from GBP LIBOR to the Sterling Overnight Index Average, or SONIA, in line with guidance from the U.K. regulators.
At this time, it is not possible to predict how markets will respond to SOFR, SONIA, or other alternative reference rates as the transition away from USD LIBOR and GBP LIBOR proceeds. Despite the LIBOR transition in other markets, benchmark rate methodologies in Europe, Australia, Canada, Switzerland, and Denmark have been reformed and rates such as EURIBOR, STIBOR, BBSY, CDOR, SARON, and CIBOR may remain uneven with dispersion across sectorspersist as International Organization of Securities Commissions, or IOSCO, compliant reference rates moving forward. However, multi-rate environments may persist in these markets as regulators and regions.working groups have suggested market participants adopt alternative reference rates.
Although vaccines have been widely distributed in the U.S., certain U.S. states are planning on reopening and we believe the economy is beginning to rebound in certain respects, the uncertainty surrounding the COVID-19 pandemic, including uncertainty regarding new variants of COVID-19 that have emerged in, at least, the United Kingdom, South Africa, India 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 operations and ability to pay distributions.
Critical Accounting PoliciesEstimates
The preparation of the 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.
Investments and Fair Value Measurements
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, Our critical accounting estimates, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.
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.
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 and independent valuation firms engaged on the recommendation of the Adviser and at the direction of the Board. These valuation approaches involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments’ complexity.
With respect to the quarterly valuation of investments, the Company’s Board undertake a multi-step valuation process each quarter in connection with determining the fair value of our investments for which reliable market quotations are not readily available as of the last calendar day of each quarter, which includes, among other procedures, the following:
•The valuation process begins with each investment being preliminarily valued by the Adviser’s valuation team in conjunction with the Adviser’s investment professionals responsible for each portfolio investment;
•In addition, independent valuation firms engaged by the Board prepare quarter-end valuations of such investments except de minimis investments, as determined by the Adviser. The independent valuation firms provide a final range of values on such investments to the Board and the Adviser. The independent valuation firms also provide analyses to support their valuation methodology and calculations;
•The Adviser’s Valuation Committee reviews each valuation recommendation to confirm they have been calculated in accordance with the valuation policy and compares such valuations to the independent valuation firms’ valuation ranges to ensure the Adviser’s valuations are reasonable;
•The Adviser’s Valuation Committee makes valuation recommendations to the Audit Committee;
•The Audit Committee reviews the valuation recommendations made by the Adviser’s Valuation Committee, including the independent valuation firms’ valuations, and once approved, recommends them for approval by the Board; and
•The Board reviews the valuation recommendations of the Audit Committee and determines the fair value of each investment in the portfolio in good faith based on the input of the Audit Committee, the Adviser’s Valuation Committee and, where applicable, the independent valuation firms and other external service providers.
When the Company determines its NAV as of the last day of a month that is not also the last day of a calendar quarter, the Company intends to update the value of securities with reliable market quotations to the most recent market quotation. For securities without reliable market quotations, pursuant to authority delegated by the Board, the Adviser’s valuation team will generally value such assets at the most recent quarterly valuation unless the Adviser determines that a significant observable
change has occurred since the most recent quarter end with respect to the investment (which determination may be as a result of a material event at a portfolio company, material change in market spreads, secondary market transaction in the securities of an investment or otherwise). If the Adviser determines such a change has occurred with respect to one or more investments, the Adviser will determine whether to update the value for each relevant investment using a range of values from an independent valuation firm, where applicable, in accordance with the Company's valuation policy, pursuant to authority delegated by the Board. Additionally, the Adviser may otherwise determine to update the most recent quarter end valuation of an investment without reliable market quotations that the Adviser considers to be material to the Company using a range of values from an independent valuation firm.
As part of the valuation process, the Board will take into account relevant factors in determining the fair value of our investments for which reliable market quotations are not readily available, many of which are loans, including and in combination, as relevant, of: (i) the estimated enterprise value of a portfolio company, (ii) the nature and realizable value of any collateral, (iii) the portfolio company’s ability to make payments based on its earnings and cash flow, (iv) the markets in which the portfolio company does business, (v) a comparison of the portfolio company’s securities to any similar publicly traded securities, and (vi) overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity or debt sale occurs, the Board or its delegates will consider whether the pricing indicated by the external event corroborates its valuation.
The 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: Inputsthose relating 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 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.
The Company’s accounting policy on the fair value of our investments is critical because the determination of fair value involves subjective judgments and estimates. Accordingly, the notes to the Company’s consolidated financial statements express the uncertainty with respect to the possible effect of these valuations, and any changeinvestment portfolio, are described in these valuations,our Annual Report on the consolidated financial statements. See “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 5” for more information on the fair value of the Company’s investments.
Interest and Dividend Income Recognition
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, adjustedForm 10-K for the accretion of discountsyear ended December 31, 2021, filed with the SEC on March 9, 2022, 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 incomeelsewhere in our filings with the current period.
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.
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.
Income Taxes
The Company elected to be treated as a BDC under the 1940 Act. The Company also intends to elect to be treated as a RIC under the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Rather, any tax liability related to income earned and distributed by BCRED 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 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) 98% of its ordinary income for the calendar year, (2) 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) 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 toSEC. There have been distributed.no material changes in our critical accounting policies and practices.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Uncertainty with respect to the economic effects of the COVID-19 outbreak has introduced significant volatility in the financial markets, and the effect of the volatility could materially impact our market risks, 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 the Board, based on, among other things, the input of the Adviser, our Audit Committee and independent third-party valuation firms engaged at the direction of the Board, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.
Interest Rate Risk
Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We intend to fund portions of our investments with borrowings, and at such time, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure shareholders that a significant change in market interest rates will not have a material adverse effect on our net investment income. As of the date of this report, the Federal Reserve has raised the fed funds target range to 2.25-2.50% and has indicated that it expects additional increases in the coming months.
As of September 30, 2021, 99.0%2022, 99.7% of our debt investments at fair value were at floating rates. Additionally, we entered into interest rate swaps with certain of our Notes in order to align the interest rates of our liabilities with our investment portfolio. Based on our Consolidated Statements of Assets and Liabilities as of September 30, 2021,2022, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates (considering base 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 | $ | 426,146 | | | $ | (201,401) | | | $ | 224,745 | |
| Up 200 basis points | 249,332 | | | (134,268) | | | 115,064 | |
| Up 100 basis points | 72,860 | | | (67,134) | | | 5,726 | |
| Down 100 basis points | (2,710) | | | 8,736 | | | 6,026 | |
| Down 200 basis points | (2,710) | | | 8,736 | | | 6,026 | |
| | | | | | | | | | | | | | | | | |
| Interest Income | | Interest Expense | | Net Income(1) |
| Up 300 basis points | $ | 1,439,893 | | | $ | (747,403) | | | $ | 692,490 | |
| Up 200 basis points | 959,929 | | | (498,269) | | | 461,660 | |
| Up 100 basis points | 479,964 | | | (249,134) | | | 230,830 | |
| Down 100 basis points | (479,319) | | | 249,134 | | | (230,185) | |
| Down 200 basis points | (952,227) | | | 498,269 | | | (453,958) | |
Inflation(1)Excludes the impact of income based incentive fees. See Note 3 to our consolidated financial statements for the three months ended September 30, 2022 for more information on the income based incentive fees.
We may in the future hedge against interest rate fluctuations by using hedging instruments such as additional interest rate swaps, futures, options and Supply Chain Riskforward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of changes in interest rates with respect to our portfolio investments.
Inflation
In the U.S., rising interest rates and the resulting higher cost of capital has continuedthe potential to accelerate across sectorsnegatively impact the free cash flow and regions. Nevertheless, due to global supply chain issues, a rise incredit quality of certain borrowers. In addition, rising costs resulting from heightened energy prices and strong consumer demand as economiesinput costs are contributing to margin pressures at certain of our portfolio companies. Such investments would continue to reopen,be negatively impacted by a sustained high rate of inflation if they are unable to mitigate margin pressures, especially if concurrent with an increase in their debt service costs. If higher than expected rates of inflation and expected significant interest rate increases in 2022 occur concurrently with a period of economic weakness or a slowdown in growth, portfolio performance in our portfolio companies may be negatively impacted. Although rising interest rates have the potential to negatively impact the financial performance of certain borrowers, the performance of the Company has generally benefited from rising interest rates as a substantial majority of the portfolio is showing signsfloating rate. In addition, continued market dislocation may create attractive deployment opportunities, as borrowers seek alternative lending sources. Nonetheless, significant market dislocation could limit the liquidity of accelerationcertain assets traded in the U.S.credit markets, and globally. this would impact the Company's ability to sell such assets at attractive prices or in a timely manner.
Inflation ispersisted at multi-decade highs in many major economies around the world, prompting central banks to pursue monetary policy tightening actions that are likely to continue in the near to medium-term, particularly increate headwinds to economic growth. In the U.S., withannual inflation was 8.2% in September, down from 9.1% in June but still well above the possibility that monetary policy may tightenFederal Reserve’s long-run target of 2%. In Eurozone economies, inflation increased to a record 9.9% in response. Persistent inflationary pressures could affect our portfolio companies profit margins.September, up from 9.1% in August.
Item 4. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q.
(b) Changes in Internal Controls Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 20212022 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.
In addition to the otherFor information set forth in this reportregarding factors that could affect our results of operations, financial condition and liquidity, see the risk factors set forth below, you should carefully consider the risk factors disclosed underdiscussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020.
Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy.
We, our portfolio companies and other counterparties are subject to regulation at the local, state and federal level. New legislation may be enacted or new interpretations, rulings or regulations could be adopted, including those governing the types of investments we are permitted to make, any of which could harm us and our shareholders, potentially with retroactive effect.
President Biden may support an enhanced regulatory agenda that imposes greater costs on all sectors and on financial services companies in particular. In addition, uncertainty regarding legislation and regulations affecting the financial services industry or taxation could also adversely impact our business or the business of our portfolio companies.
Additionally, any changes to or repeal of the laws and regulations governing our operations relating to permitted investments may cause us to alter our investment strategy to avail ourselves of new or different opportunities. Such changes could result in material differences to our strategies and plans as set forth in this prospectus and may result in our investment focus shifting from the areas of expertise of the Adviser to other types of investments in which the Adviser may have less expertise or little or no experience. Thus, any such changes, if they occur, could have a material adverse effect on our financial condition and results of operations and the value of a shareholder’s investment.
The United Kingdom’s exit from the European Union may create significant risks and uncertainty for global markets and the Company’s investments.
The United Kingdom (the “UK”) formally left the European Union (the “EU”) on January 31, 2020 (commonly known as “Brexit”), followed by an implementation period, during which EU law continued to apply in the UK and the UK maintained its EU single market access rights and EU customs union membership. The implementation period expired on December 31, 2020. Consequently, the UK has become a third country vis-à-vis the EU, without access to the single market or membership of the EU customs union. During the implementation period, on December 30, 2020, the UK and the EU signed a trade and cooperation agreement (the “TCA”) to govern their ongoing relationship. The TCA was officially ratified by the UK Parliament on December 30, 2020, and was ratified by the EU Parliament and Council on April 27, 2021. It is anticipated that further details of the relationship between the UK and the EU will continue to be negotiated even after formal ratification of the TCA.
Over time, UK regulated firms and other UK businesses may be adversely affected by the terms of the TCA (assuming it is formally ratified by the EU), as compared with the position prior to the expiration of the implementation period on December 31, 2020. For example, the TCA introduces new customs checks, as well as new restrictions on the provision of cross-border services and on the free movement of employees. These changes have the potential to materially impair the profitability of a business, and to require it to adapt or even relocate.
Although it is probable that any adverse effects flowing from the UK’s withdrawal from the EU will principally affect the UK (and those having an economic interest in, or connected to, the UK), given the size and global significance of the UK’s economy, the impact of the withdrawal is unpredictable and likely to be an ongoing source of instability, produce significant currency fluctuations, and/or have other adverse effects on international markets, international trade agreements and/or other existing cross-border cooperation arrangements (whether economic, tax, fiscal, legal, regulatory or otherwise). The withdrawal of the UK from the EU could therefore adversely affect us. In addition, although it seems less likely following the expiration of the transition period than at the time of the UK’s referendum, the withdrawal of the UK from the EU could have a further destabilizing effect if any other member states were to consider withdrawing from the EU, presenting similar and/or additional potential risks and consequences to our business and financial results.
Risk Retention Vehicles. The Company may invest in CLO debt and equity tranches and warehouse investments directly or indirectly through an investment in U.S. and/or European vehicles (“Risk Retention Vehicles”) established for the purpose of satisfying U.S. and/or E.U. regulations that require eligible risk retainers to purchase and retain specified amounts of the credit risk associated with certain CLOs, which vehicles themselves are invested in CLO securities, warehouse investments and/or senior secured obligations. Risk Retention Vehicles will be structured to satisfy the retention requirements by purchasing and retaining the percentage of CLO notes prescribed under the applicable retention requirements (the “Retention Notes”) and will include Risk Retention Vehicles with respect to CLOs managed by other collateral managers, but will not include Risk Retention Vehicles with respect to CLOs for which the Adviser or its affiliates acts as collateral manager.
Indirect investments in CLO equity securities (and in some instances more senior CLO securities) and warehouse investments through entities that have been established to satisfy the U.S. retention requirements and/or the European retention requirements may allow for better economics for the Company (including through fee rebate arrangements) by creating stronger negotiating positions with CLO managers and underwriting banks who are incentivized to issue CLOs and who require the participation of a Risk Retention Vehicle to enable the CLO securities to be issued. However, Retention Notes differ from other securities of the same ranking since the retention requirements prescribe that such Retention Notes must be held by the relevant risk retainer for a specified period. In the case of European Risk Retention Vehicles, the prescribed holding period is the lifetime of the CLO, and in the case of U.S. Risk Retention Vehicles it is the longer of (x) the period until the CLO has paid down its securities to 33% of their original principal amount, (y) the period until the CLO has sold down its assets to 33% of their original principal amount and (z) two years after the closing of the CLO. In addition, Retention Notes are subject to other restrictions not imposed on other securities of the same ranking; for example, Retention Notes may not be subject to credit risk mitigation, and breach of the retention requirements may result in the imposition of regulatory sanctions or, in the case of the European retention requirements, in claims being brought against the retaining party.
Consumer Loans. We may invest in, or obtain exposure to, consumer lending, which involves risk elements in addition to normal credit risk. Consumer loan terms vary according to the type and value of collateral and creditworthiness of the borrower. In underwriting consumer loans, a thorough analysis of the borrower’s financial ability to repay the loan as agreed is typically performed. The ability to repay shall be determined by, among others, the borrower’s employment history, current financial conditions, and credit background. While these loans typically have higher yields than many other loans, such loans involve risk elements in addition to normal credit risk. Consumer loans may entail greater credit risk than other loans particularly in the case of unsecured consumer loans or consumer loans secured by rapidly depreciable assets, such as automobiles. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. In addition, consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be affected by adverse personal circumstances. During periods of deteriorating economic conditions, such as recessions or periods of rising unemployment, delinquencies and losses generally increase, sometimes dramatically, with respect to consumer loans. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, and/or state consumer protection laws may limit the amount which can be recovered on such loans.
A portion of our portfolio may be invested in the life sciences industry.
Investments in the life sciences industry involve a high degree of risk that can result in substantial losses. For example, investing in these assets involves substantial risks, including, but not limited to, the following: the obsolescence of products; erosion of sales due to generic or biosimilar competition; change in government policies and governmental investigations; potential litigation alleging negligence, products liability torts, breaches of warranty, intellectual property infringement and other legal theories; extensive and evolving government regulation; disappointing results from preclinical testing in new indications; indications of safety concerns; insufficient clinical trial data in certain jurisdictions to support the safety or efficacy of the product candidate; difficulty in obtaining all necessary regulatory approvals in each additional proposed jurisdiction; inability to manufacture sufficient quantities of the product for development or commercialization in a timely or cost-effective manner; substantial commercial risk; and the fact that, even after regulatory approval has been obtained, the product and its manufacturer are subject to continual regulatory review, and any discovery of previously unknown problems with the product or the manufacturer may result in restrictions or recalls. Many of these companies may operate as a loss, or with substantial variations in operating results for a period of time after product approval. In addition, many of the companies will need substantial additional capital to support additional research and development activities and may face intense competition in the life sciences industry from biopharmaceutical companies with greater financial resources, more extensive research and development capabilities and a larger number of qualified managerial and technical personnel.
Biopharmaceutical product sales may also be lower than expected due to pricing pressures, insufficient demand, product competition, failure of clinical trials, lack of market acceptance, obsolescence, loss of patent protection, the impact of the COVID-19 global pandemic or other factors and development-stage product candidates may fail to reach the market. Unexpected side effects, safety or efficacy concerns can arise with respect to a product, leading to product recalls, withdrawals or declining sales.
Investing in large private U.S. borrowers may limit our ability to achieve high growth rates during times of economic expansion.
Investing in originated assets made to large private U.S. borrowers may result in our underperforming other segments of the market, particularly during times of economic expansion, because large private U.S. borrowers may be less responsive to competitive challenges and opportunities in the financial markets. As a result, our value may not rise at the same rate, if at all, as other funds that invest in smaller market capitalization companies that are more capable of responding to economic and industrial changes.
We may enter into repurchase agreements or reverse repurchase agreements.
Subject to our investment objectives and policies, we may invest in repurchase agreements as a buyer for investment purposes. Repurchase agreements typically involve the acquisition by the Company of debt securities from a selling financial institution such as a bank, savings and loan association or broker-dealer. The agreement provides that the Company will sell the securities back to the institution at a fixed time in the future for the purchase price plus premium (which often reflects the interests). The Company does not bear the risk of a decline in the value of the underlying security unless the seller defaults under its repurchase obligation. In the event of the bankruptcy or other default of a seller of a repurchase agreement, the Company could experience both delays in liquidating the underlying securities and losses, including (1) possible decline in the value of the underlying security during the period in which the Company seeks to enforce its rights thereto; (2) possible lack of access to income on the underlying security during this period; and (3) expenses of enforcing its rights. In addition, as described above, the value of the collateral underlying the repurchase agreement will be at least equal to the repurchase price, including any accrued interest earned on the repurchase agreement. In the event of a default or bankruptcy by a selling financial institution, the Company generally will seek to liquidate such collateral. However, the exercise of the Company’s right to liquidate such collateral could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the repurchase price, the Company could suffer a loss.
Subject to our investment objectives and policies, we invest in repurchase agreements as a seller, also knowns as a “reverse repurchase agreement.” The Company’s use of reverse repurchase agreements involves many of the same risks involved in the Company’s use of leverage, as the proceeds from reverse repurchase agreements generally will be invested in additional securities. There is a risk that the market value of the securities acquired in the reverse repurchase agreement may decline below the price of the securities that the Company has sold but remains obligated to repurchase. If the buyer of securities under a reverse repurchase agreement were to file for bankruptcy or experiences insolvency, the Company may be adversely affected. Also, in entering into reverse repurchase agreements, the Company would bear the risk of loss to the extent that the proceeds of the reverse repurchase agreement are less than the value of the underlying securities. In addition, due to the interest costs associated with reverse repurchase agreements transactions, the Company’s NAV will decline, and, in some cases, the Company may be worse off than if it had not used such instruments.
We may invest through various joint ventures.
From time to time, the Company may hold a portion of its investments through partnerships, joint ventures, securitization vehicles or other entities with third-party investors (collectively, “joint ventures”). Joint venture investments involve various risks, including the risk that the Company will not be able to implement investment decisions or exit strategies because of limitations on the Company’s control under applicable agreements with joint venture partners, the risk that a joint venture partner may become bankrupt or may at any time have economic or business interests or goals that are inconsistent with those of the Company, the risk that a joint venture partner may be in a position to take action contrary to the Company’s objectives, the risk of liability based upon the actions of a joint venture partner and the risk of disputes or litigation with such partner and the inability to enforce fully all rights (or the incurrence of additional risk in connection with enforcement of rights) one partner may have against the other, including in connection with foreclosure on partner loans, because of risks arising under state law. In addition, the Company may, in certain cases, be liable for actions of its joint venture partners. The joint venture’s in which we participate may sometimes be allocated investment opportunities that might have otherwise gone entirely to the Company, which may reduce our return on equity. Additionally, our joint venture investments may be held on an unconsolidated basis and at times may be highly leveraged. Such leverage would not count toward the investment limits imposed on us by the 1940 Act.
The Company has applied for exemptive relief from the SEC to permit the Company to pay the Adviser all or a portion of its fees in shares of Common Shares in lieu of cash, which may not be granted.
The Company has applied for exemptive relief from the SEC that, if granted, will permit the Company to pay the Adviser all or a portion of its management fees and incentive fees in shares of Common Shares in lieu of paying the Adviser an equivalent amount of such fees in cash. There is no assurance that the relief will be granted. Until the relief is granted, the Adviser may use all or a portion of the cash it receives for management and incentive fees to purchase shares of Common Shares, which may dilute third party interests in the Company.
Risks Related to Debt Financing
When we use leverage, the potential for loss on amounts invested in us will be magnified and may increase the risk of investing in us. Leverage may also adversely affect the return on our assets, reduce cash available for distribution to our shareholders and result in losses.
The use of borrowings, also known as leverage, increases the volatility of investments by magnifying the potential for loss on invested equity capital. Furthermore, the Company may add leverage to its portfolio through the issuance of preferred shares. Currently, the Company has no intention to issue preferred shares. The use of leverage involves increased risk, including increased variability of the Company’s net income, distributions and NAV in relation to market changes. If the value of our assets decreases, leveraging would cause NAV to decline more sharply than it otherwise would have had we not leveraged. Similarly, any decrease in our income would cause net income to decline more sharply than it would have had we not used leverage. Such a decline could negatively affect our ability to make distributions to our shareholders. In addition, our shareholders bear the burden of any increase in our expenses as a result of our use of leverage, including interest expenses and any increase in the management or incentive fees payable to the Adviser. The Company’s leverage strategy may not work as planned or achieve its goal.
We use and expect to continue to use leverage to finance our investments. The amount of leverage that we employ will depend on the Adviser’s and our Board’s assessment of market and other factors at the time of any proposed borrowing. There can be no assurance that leveraged financing will be available to us on favorable terms or at all. However, to the extent that we use leverage to finance our assets, our financing costs will reduce cash available for distributions to shareholders. Moreover, we may not be able to meet our financing obligations and, to the extent that we cannot, we risk the loss of some or all of our assets to liquidation or sale to satisfy the obligations. In such an event, we may be forced to sell assets at significantly depressed prices due to market conditions or otherwise, which may result in losses.
As a BDC, we generally are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any preferred shares that we may issue in the future, of at least 150%. If this ratio were to fall below 150%, we could not incur additional debt and could be required to sell a portion of our investments to repay some debt when it is disadvantageous to do so. This could have a material adverse effect on our operations and investment activities. Moreover, our ability to make distributions to you may be significantly restricted or we may not be able to make any such distributions whatsoever. The amount of leverage that we will employ will be subject to oversight by our Board, a majority of whom are Independent Trustees with no material interests in such transactions. The Company may also enter into reverse repurchase agreements. Transactions under such agreements constitute leverage. When the Company enters into a reverse repurchase agreement, any fluctuations in the market value of either the securities transferred to another party or the securities in which the proceeds may be invested would affect the market value of the Company’s assets. As a result, the use of such leverage transactions may increase fluctuations in the market value of the Company’s assets compared to what would occur without the use of such transactions. Because reverse repurchase agreements may be considered to be the practical equivalent of borrowing funds, they constitute a form of leverage. If the Company reinvests the proceeds of a reverse repurchase agreement at a rate lower than the cost of the agreement, transacting under such agreement will lower the Company’s yield.
Although leverage has the potential to enhance overall returns that exceed the Company’s cost of funds, they will further diminish returns (or increase losses on capital) to the extent overall returns are less than the Company’s cost of funds. In addition, borrowings and reverse repurchases agreements or similar arrangements in which the Company may engage may be secured by the shareholders’ investments as well as by the Company’s assets and the documentation relating to such transactions may provide that during the continuance of a default under such arrangement, the interests of the holders of Common Shares may be subordinated to the interests of the Company’s lenders or debt holders.
Our credit facilities and unsecured notes impose financial and operating covenants that restrict our business activities, including limitations that could hinder our ability to finance additional loans and investments or to make the distributions required to maintain our status as a regulated investment company. A failure to renew our facilities or to add new or replacement debt facilities or issue additional debt securities or other evidences of indebtedness could have a material adverse effect on our business, financial condition or results of operations.
Our credit ratings may not reflect all risks of an investment in our debt securities.
Our credit ratings are an assessment by third parties of our ability to pay our obligations. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of our debt securities. Our credit ratings, however, may not reflect the potential impact of risks related to market conditions generally or other factors discussed above on the market value of or trading market for the publicly issued debt securities.
The Notes present other risks to common shareholders, including the possibility that such notes could discourage an acquisition of us by a third party.
Certain provisions of the 2024 Notes, New 2024 Notes, 2026 Notes, New 2026 Notes, 2021-1 Notes and any other notes issued by us (collectively, the “Notes”) could make it more difficult or more expensive for a third party to acquire us. Upon the occurrence of certain transactions constituting a fundamental change, holders of the Notes may have the right, at their option, to require us to repurchase all of their notes or any portion of the principal amount of such Notes. These provisions could discourage an acquisition of us by a third party.
Failure to refinance our existing Notes could have a material adverse effect on our results of operations and financial position.
The Notes issued by us will mature at various dates in the future. If we are unable to refinance the Notes or find a new source of borrowing on acceptable terms, we will be required to pay down the amounts outstanding at maturity through one or more of the following: (1) borrowing additional funds under our then current credit facility, (2) issuance of additional common shares or (3) possible liquidation of some or all of our loans and other assets, any of which could have a material adverse effect on our results of operations and financial position.
Segregation and asset coverage requirements may limit our investment discretion.
Certain portfolio management techniques, such as engaging in reverse repurchase agreements or firm commitments may be considered senior securities unless appropriate steps are taken to segregate the Company’s assets or otherwise cover its obligations. When employing these techniques, the Company may segregate liquid assets, enter into offsetting transactions or own positions covering its obligations. To the extent the Company covers its commitment under such a portfolio management technique, such instrument will not be considered a senior security for the purposes of the 1940 Act. The Company may cover such transactions using other methods currently or in the future permitted under the 1940 Act, the rules and regulations thereunder, or orders issued by the SEC thereunder. For these purposes, interpretations and guidance provided by the SEC staff may be taken into account when deemed appropriate by the Company. These segregation and coverage requirements could result in the Company maintaining securities positions that it would otherwise liquidate, segregating assets at a time when it might be disadvantageous to do so or otherwise restricting portfolio management. Such segregation and cover requirements will not limit or offset losses on related positions. In connection with the adoption of Rule 18f-4 of the 1940 Act, the SEC eliminated the asset segregation framework arising from prior SEC guidance for covering positions in derivatives and certain financial instruments. Among other things, Rule 18f-4 limits a fund’s derivatives exposure through a value-at-risk test and requires the adoption and implementation of a derivatives risk management program for certain derivatives users. Subject to certain conditions, limited derivatives users (as defined in Rule 18f-4), such as the Company, however, would not be subject to the full requirements of Rule 18f-4. The Company will comply with the requirements of the new rule on or before the SEC’s compliance date in 2022.
We face risks associated with the deployment of our capital.
In light of the nature of our continuous offering as well as ongoing and periodic private offerings in relation to our investment strategy and the need to be able to deploy potentially large amounts of capital quickly to capitalize on potential investment opportunities, if we have difficulty identifying investments on attractive terms, there could be a delay between the time we receive net proceeds from the sale of shares of our Common Shares in this offering or any private offering and the time we invest the net proceeds. Our proportion of privately-negotiated investments may be lower than expected. We may also from time to time hold cash pending deployment into investments or have less than our targeted leverage, which cash or shortfall in target leverage may at times be significant, particularly at times when we are receiving high amounts of offering proceeds and/or times when there are few attractive investment opportunities. Such cash may be held in an account for the benefit of our shareholders that may be invested in money market accounts or other similar temporary investments, each of which are subject to the management fees.
In the event we are unable to find suitable investments such cash may be maintained for longer periods which would be dilutive to overall investment returns. This could cause a substantial delay in the time it takes for your investment to realize its full potential return and could adversely affect our ability to pay regular distributions of cash flow from operations to you. It is not anticipated that the temporary investment of such cash into money market accounts or other similar temporary investments pending deployment into investments will generate significant interest, and investors should understand that such low interest payments on the temporarily invested cash may adversely affect overall returns. In the event we fail to timely invest the net proceeds of sales of our Common Shares or do not deploy sufficient capital to meet our targeted leverage, our results of operations and financial condition may be adversely affected.
Special considerations for certain benefit plan investors.
We intend to conduct our affairs so that our assets should not be deemed to constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and certain U.S. Department of Labor regulations promulgated thereunder, as modified by Section 3(42) of ERISA (the “Plan Asset Regulations”). In this regard, if any class of the Common Shares were not considered “publicly-offered securities” within the meaning of the Plan Asset Regulations, the Company intends to prohibit “benefit plan investors” from acquiring Common Shares that are part of a class of Common Shares which are not considered “publicly-offered securities”. As of the date of this Prospectus, we believe all classes of Common Shares that are currently outstanding are “publicly-offered securities” for purposes of the Plan Asset Regulations.
Transactions denominated in foreign currencies subject us to foreign currency risks.
We hold assets and have made borrowings denominated in foreign currencies including British Pounds Sterling, Euros and Canadian Dollars, and may acquire assets or make borrowings denominated in other foreign currencies, which exposes us to foreign currency risk. As a result, a change in foreign currency exchange rates may have an adverse impact on the valuation of our assets or liabilities, as well as our income and cash flows. As a result of foreign currency fluctuations, the value of our liabilities and expenses may increase or the value of our assets and income may decrease due to factors outside of our control, which can have a negative effect on our net asset value and cash available for distribution. Any such changes in foreign currency exchange rates may impact the measurement of such assets or liabilities for purposes of maintaining RIC tax treatment or the requirements under the 1940 Act. We may seek to hedge against currency exchange rate fluctuations by using financial instruments such as futures, options, swaps and forward contracts, subject to the requirements of the 1940 Act, but there is no guarantee such efforts will be successful and such hedging strategies create additional costs.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
Refer to our Current Reports on Form 8-K filed with SEC on July 21, 2021,October 20, 2022, September 22, 2022 and August 25, 2021 and September 27, 202124, 2022 for information about unregistered sales of our equity securities during the quarter.
Share Repurchases
We have commenced a share repurchase program in which we intend to offer to repurchase, in each quarter, up to 5%The following table sets forth information regarding repurchases of shares of our Common Shares outstanding (either by number ofcommon stock during the quarter ended September 30, 2022:
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| Offer Date | | Tender Offer Expiration | | Percentage of Outstanding Shares the Company Offered to Repurchase (1) | | Tender Offer (2) | | Purchase Price per Share | | Shares Repurchased |
| August 04, 2022 | | August 31, 2022 | | 5.00 | % | | 663,415 | | | $ | 24.62 | | | 26,978,603 | |
(1)Percentage is based on total shares or aggregate NAV) as of the close of the previous calendar quarter. Our Board
(2)Amounts not inclusive of Trustees may amend or suspend the share repurchase program at any time if in its reasonable judgment it deems such action to be in our best interest and the best interest of our shareholders, such as when a repurchase offer would place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. As a result, share repurchases may not be available each quarter. We intend to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.
Under our share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we expect to repurchase shares pursuant to quarterly tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV.
During the three months ended September 30, 2021, we repurchased shares of our common stock in the following amounts, which represented all of the share repurchase requests received for the same period.
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 repurchases during the quarter.Early Repurchase Deduction.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
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Exhibit
Number | | Description of Exhibits |
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| | FirstTenth Supplemental Indenture, dated as of September 15, 2021,27, 2022, relating to the 1.750%7.050% Notes due 2024,2025, by and between the CompanyFund and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’sCompany's Current Report on Form 8-K filed on September 15, 2021)27, 2022). |
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| | Registration Rights Agreement, dated as of September 15, 2021,27, 2022, relating to the 2024 Notes, by and among the CompanyFund and BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. MorganTruist Securities, LLCInc. and Wells Fargo Securities, LLC, as the representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.64.4 to the Company’sCompany's Current Report on Form 8-K filed on September 15, 2021)27, 2022). |
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| 10.1 | | Registration RightsAmended and Restated Investment Advisory Agreement, dated as of September 15, 2021, relating to the 2026 Notes, by and among the Company and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as the representatives of the Initial PurchasersAugust 2, 2022 (incorporated by reference to Exhibit 4.710.1 to the Company’sCompany's Current Report on Form 8-K filed on September 15, 2021)August 3, 2022). |
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| 10.2 | | Third Supplemental Indenture,Note Purchase Agreement, dated as of November 2, 2021, relating to the 1.750% Notes due 2026,October 11, 2022, by and betweenamong Blackstone Private Credit Fund and the Company and U.S. Bank National Association, as trusteePurchasers party thereto (incorporated by reference to Exhibit 4.210.1 to the Company’sCompany's Current Report on Form 8-K filed on November 2, 2021)October 12, 2022). |
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| 31.1 | | Amendment No 2., dated as of July 15, 2021, to the Credit and Security Agreement, dated as of January 8, 2021, by and between BCRED Castle Peak Funding LLC , a subsidiary of Blackstone Private Credit Fund, with Citibank, N.A., as administrative agent. * |
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| | Amendment No 3., dated as of November 2, 2021 (effective October 29, 2021), to the Revolving Credit and Security Agreement, dated as of October 29, 2021, by and among BCRED Bard Peak Funding LLC, BNP Paribas as administrative agent, Wells Fargo Bank, National Association as collateral agent and Blackstone Private Credit Fund as servicer and equityholder. * |
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| | Amendment No. 3, dated as of October 29, 2021, tothe Loan and Servicing Agreement, dated as of March 3, 2021, among BCRED Summit Peak Funding LLC, as borrower, the Company, as servicer and equityholder, Société Générale, as agent, each Lender party hereto, and Wilmington Trust, National Association, as collateral administrator, collateral agent and collateral custodian.* |
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*Filed herewith.
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.
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| | Blackstone Private Credit Fund |
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November 15, 202114, 2022 | | /s/ Brad Marshall |
| | Brad Marshall |
| | Chief Executive Officer |
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November 15, 202114, 2022 | | /s/ Stephan KuppenheimerKevin Kresge |
| | Stephan KuppenheimerKevin Kresge |
| | Interim Chief Financial Officer |