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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 ~~June~~September 30, 2023


☐			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

N/A

(Former name, former address and former fiscal year, if changed since last report)

________________________

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

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

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

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares of Registrant’s common shares of beneficial interest (“Common Shares”), $0.01 par value per share, outstanding as of ~~August 7,~~November 6, 2023 was ~~657,297,434, 322,587,176~~703,813,192, 352,026,478 and ~~12,454,999~~14,721,898 of Class I, Class S and Class D common shares, respectively. Common shares outstanding exclude ~~August~~November 1, 2023 subscriptions since the issuance price is not yet finalized at this time.

Table of Contents


		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Statements of Assets and Liabilities as of ~~June~~September 30, 2023 and December 31, 2022 (Unaudited)	4
	Condensed Consolidated Statements of Operations for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 (Unaudited)	6
	Condensed Consolidated Statements of Changes in Net Assets for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 (Unaudited)	8
	Condensed Consolidated Schedules of Investments as of ~~June~~September 30, 2023 and December 31, 2022 (Unaudited)	10
	Notes to Condensed Consolidated Financial ~~Statement~~s Statements (Unaudited)	7276
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~177~~184
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	~~192~~199
Item 4.	Controls and Procedures	~~192~~199

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	~~193~~200
Item 1A.	Risk Factors	~~193~~200
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	~~193~~200
Item 3.	Defaults Upon Senior Securities	~~193~~200
Item 4.	Mine Safety Disclosures	~~193~~200
Item 5.	Other Information	~~193~~200
Item 6.	Exhibits	~~194~~201
Signatures

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,” “us” or “our”), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

•our future operating results;

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

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

•our ability to raise sufficient capital and repurchase shares to execute our investment strategy;

•general economic, logistical and political trends and other external factors, including inflation and recent supply chain and labor market disruptions;

•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 of Trustee’s (the “Board”) 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, including the use of borrowed money to finance a portion of our investments and the effect of the COVID-19 pandemic on the availability of equity and debt capital on favorable terms or at all;

•our business prospects and the prospects of our portfolio companies, including our and their ability to effectively respond to challenges posed by COVID-19;

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

•the impact of future acquisitions and divestitures;

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

•general price and volume fluctuations in the stock market;

•our ability to 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, 2022 as updated by the Company's periodic filings with the United States Securities and Exchange Commission (the “SEC”). 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, whether as a result of new information, future developments or otherwise, except as required by applicable law. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future file with the SEC including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K.

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, as amended (the “Exchange Act”).

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Blackstone Private Credit Fund

Condensed Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share amounts)

(Unaudited)


		June 30, 2023		December 31, 2022			September 30, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Investments at fair value	Investments at fair value					Investments at fair value
Non-controlled/non-affiliated investments (cost of $46,107,745 and $47,528,550 at June 30, 2023 and December 31, 2022, respectively)		$	45,356,457	$	46,543,190
Non-controlled/affiliated investments (cost of $558 and $719 at June 30, 2023 and December 31, 2022, respectively)		2,779		2,813
Controlled/affiliated investments (cost of $2,317,940 and $2,406,027 at June 30, 2023 and December 31, 2022, respectively)		2,325,632		2,362,605
Total investments at fair value (cost of $48,426,243 and $49,935,296 at June 30, 2023 and December 31, 2022, respectively)		47,684,868		48,908,608
Cash and cash equivalents (restricted cash of $3,701 and $3,701 at June 30, 2023 and December 31, 2022, respectively)		1,389,032		1,351,901
Non-controlled/non-affiliated investments (cost of $46,493,827 and $47,528,550 at September 30, 2023 and December 31, 2022, respectively)						Non-controlled/non-affiliated investments (cost of $46,493,827 and $47,528,550 at September 30, 2023 and December 31, 2022, respectively)	$	45,995,042	$	46,543,190
Non-controlled/affiliated investments (cost of $558 and $719 at September 30, 2023 and December 31, 2022, respectively)						Non-controlled/affiliated investments (cost of $558 and $719 at September 30, 2023 and December 31, 2022, respectively)	2,474		2,813
Controlled/affiliated investments (cost of $2,381,120 and $2,406,027 at September 30, 2023 and December 31, 2022, respectively)						Controlled/affiliated investments (cost of $2,381,120 and $2,406,027 at September 30, 2023 and December 31, 2022, respectively)	2,415,680		2,362,605
Total investments at fair value (cost of $48,875,505 and $49,935,296 at September 30, 2023 and December 31, 2022, respectively)						Total investments at fair value (cost of $48,875,505 and $49,935,296 at September 30, 2023 and December 31, 2022, respectively)	48,413,196		48,908,608
Cash and cash equivalents (restricted cash of $901 and $3,701 at September 30, 2023 and December 31, 2022, respectively)						Cash and cash equivalents (restricted cash of $901 and $3,701 at September 30, 2023 and December 31, 2022, respectively)	1,282,347		1,351,901
Interest receivable from non-controlled/non-affiliated investments	Interest receivable from non-controlled/non-affiliated investments	559,248		586,632		Interest receivable from non-controlled/non-affiliated investments	536,690		586,632
Dividend receivable from controlled/affiliated investments	Dividend receivable from controlled/affiliated investments	52,002		69,964		Dividend receivable from controlled/affiliated investments	98,486		69,964
Receivable from broker	Receivable from broker	375,711		355,742		Receivable from broker	368,323		355,742
Deferred financing costs	Deferred financing costs	110,532		102,324		Deferred financing costs	101,418		102,324
Deferred offering costs	Deferred offering costs	748		1,750		Deferred offering costs	844		1,750
Receivable for investments sold	Receivable for investments sold	1,440,628		1,297,385		Receivable for investments sold	885,993		1,297,385
Subscription receivable	Subscription receivable	1,686		9,550		Subscription receivable	—		9,550
Derivative assets at fair value (Note 6)	Derivative assets at fair value (Note 6)	—		3,952		Derivative assets at fair value (Note 6)	2,316		3,952
Other assets	Other assets	581		5,088		Other assets	—		5,088
Total assets	Total assets	$	51,615,036	$	52,692,896	Total assets	$	51,689,613	$	52,692,896
LIABILITIES	LIABILITIES					LIABILITIES
Debt (net of unamortized debt issuance costs of $89,965 and $102,290 at June 30, 2023 and December 31, 2022, respectively)		$	24,000,374	$	26,493,658
Debt (net of unamortized debt issuance costs of $85,373 and $102,290 at September 30, 2023 and December 31, 2022, respectively)						Debt (net of unamortized debt issuance costs of $85,373 and $102,290 at September 30, 2023 and December 31, 2022, respectively)	$	23,013,800	$	26,493,658
Payable for investments purchased	Payable for investments purchased	1,562,973		1,345,581		Payable for investments purchased	953,461		1,345,581
Management fees payable (Note 3)	Management fees payable (Note 3)	75,636		73,392		Management fees payable (Note 3)	79,728		73,392
Income based incentive fees payable (Note 3)	Income based incentive fees payable (Note 3)	109,501		94,117		Income based incentive fees payable (Note 3)	113,721		94,117

Interest payable	Interest payable	322,263		316,000		Interest payable	347,409		316,000
Derivative liabilities at fair value (Note 6)	Derivative liabilities at fair value (Note 6)	275,381		250,351		Derivative liabilities at fair value (Note 6)	270,610		250,351
Due to affiliates	Due to affiliates	43,493		38,967		Due to affiliates	20,665		38,967
Distribution payable (Note 9)	Distribution payable (Note 9)	205,657		198,736		Distribution payable (Note 9)	226,180		198,736
Payable for share repurchases (Note 9)	Payable for share repurchases (Note 9)	1,204,469		1,170,768		Payable for share repurchases (Note 9)	492,207		1,170,768
Accrued expenses and other liabilities	Accrued expenses and other liabilities	19,650		26,261		Accrued expenses and other liabilities	22,169		26,261
Total liabilities	Total liabilities	27,819,397		30,007,831		Total liabilities	25,539,950		30,007,831
Commitments and contingencies (Note 8)	Commitments and contingencies (Note 8)					Commitments and contingencies (Note 8)
NET ASSETS	NET ASSETS					NET ASSETS
Common Shares, $0.01 par value (957,303,603 and 922,574,582 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively)		9,573		9,226
Common Shares, $0.01 par value (1,036,579,877 and 922,574,582 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively)						Common Shares, $0.01 par value (1,036,579,877 and 922,574,582 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively)	10,366		9,226
Additional paid in capital	Additional paid in capital	24,546,310		23,689,778		Additional paid in capital	26,519,057		23,689,778
Distributable earnings (loss)	Distributable earnings (loss)	(760,244)		(1,013,939)		Distributable earnings (loss)	(379,760)		(1,013,939)
Total net assets	Total net assets	23,795,639		22,685,065		Total net assets	26,149,663		22,685,065
Total liabilities and net assets	Total liabilities and net assets	$	51,615,036	$	52,692,896	Total liabilities and net assets	$	51,689,613	$	52,692,896

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

Table of Contents

											Blackstone Private Credit Fund	Condensed Consolidated Statements of Assets and Liabilities	(in thousands, except share and per share amounts)
(Unaudited)	(Unaudited)					(Unaudited)
NET ASSET VALUE PER SHARE	NET ASSET VALUE PER SHARE	June 30, 2023		December 31, 2022		NET ASSET VALUE PER SHARE	September 30, 2023		December 31, 2022
Class I Shares:	Class I Shares:					Class I Shares:
Net assets	Net assets	$	15,829,602	$	14,537,932	Net assets	$	17,212,365	$	14,537,932
Common Shares outstanding ($0.01 par value, unlimited shares authorized)	Common Shares outstanding ($0.01 par value, unlimited shares authorized)	636,830,636		591,237,616		Common Shares outstanding ($0.01 par value, unlimited shares authorized)	682,310,681		591,237,616
Net asset value per share	Net asset value per share	$	24.86	$	24.59	Net asset value per share	$	25.23	$	24.59
Class S Shares:	Class S Shares:					Class S Shares:
Net assets	Net assets	$	7,769,195	$	6,947,313	Net assets	$	8,595,719	$	6,947,313
Common Shares outstanding ($0.01 par value, unlimited shares authorized)	Common Shares outstanding ($0.01 par value, unlimited shares authorized)	312,554,067		282,541,041		Common Shares outstanding ($0.01 par value, unlimited shares authorized)	340,729,696		282,541,041
Net asset value per share	Net asset value per share	$	24.86	$	24.59	Net asset value per share	$	25.23	$	24.59
Class D Shares:	Class D Shares:					Class D Shares:
Net assets	Net assets	$	196,842	$	1,199,819	Net assets	$	341,579	$	1,199,819
Common Shares outstanding ($0.01 par value, unlimited shares authorized)	Common Shares outstanding ($0.01 par value, unlimited shares authorized)	7,918,900		48,795,925		Common Shares outstanding ($0.01 par value, unlimited shares authorized)	13,539,500		48,795,925
Net asset value per share	Net asset value per share	$	24.86	$	24.59	Net asset value per share	$	25.23	$	24.59

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

Table of Contents

Blackstone Private Credit Fund

Condensed Consolidated Statements of Operations

(in thousands)

(Unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022
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	$	1,274,647	$	667,704	$	2,506,394	$	1,180,511	Interest income	$	1,309,957	$	970,341	$	3,816,351	$	2,150,852
Payment-in-kind interest income	Payment-in-kind interest income	51,402		31,373		92,222		52,792		Payment-in-kind interest income	60,593		36,734		152,815		89,526
Dividend income	Dividend income	—		—		—		1,510		Dividend income	158		—		158		1,510
Fee income	Fee income	384		13,448		1,381		14,097		Fee income	1,108		12,752		2,489		26,849
From non-controlled/affiliated investments:	From non-controlled/affiliated investments:									From non-controlled/affiliated investments:
Dividend income	Dividend income	7		—		7		—		Dividend income	9		—		16		—
From controlled/affiliated investments:	From controlled/affiliated investments:									From controlled/affiliated investments:
Interest income										Interest income	144		—		144		—
Payment-in-kind interest income	Payment-in-kind interest income	262		—		262		—		Payment-in-kind interest income	839		—		1,101		—
Dividend income	Dividend income	80,603		24,312		142,781		43,613		Dividend income	84,119		25,152		226,900		68,765
Total investment income	Total investment income	1,407,305		736,837		2,743,047		1,292,523		Total investment income	1,456,927		1,044,979		4,199,974		2,337,502
Expenses:	Expenses:									Expenses:
Interest expense	Interest expense	438,599		158,169		874,822		271,559		Interest expense	444,235		294,772		1,319,057		566,332
Management fees (Note 3)	Management fees (Note 3)	75,635		64,941		149,238		115,568		Management fees (Note 3)	79,728		70,984		228,966		186,552
Income based incentive fees (Note 3)	Income based incentive fees (Note 3)	109,501		62,964		210,259		111,112		Income based incentive fees (Note 3)	113,721		83,663		323,979		194,775
Capital gains incentive fees (Note 3)	Capital gains incentive fees (Note 3)	—		(4,557)		—		(15,059)		Capital gains incentive fees (Note 3)	—		—		—		(15,059)
Distribution and shareholder servicing fees	Distribution and shareholder servicing fees									Distribution and shareholder servicing fees
Class S	Class S	16,297		12,439		31,688		21,892		Class S	17,649		13,811		49,338		35,703
Class D	Class D	121		538		681		921		Class D	199		649		880		1,570
Professional fees	Professional fees	3,959		3,939		7,980		5,627		Professional fees	5,791		2,215		13,771		7,842
Board of Trustees’ fees	Board of Trustees’ fees	240		208		464		402		Board of Trustees’ fees	221		239		685		641
Administrative service expenses (Note 3)	Administrative service expenses (Note 3)	1,432		1,007		3,354		2,193		Administrative service expenses (Note 3)	1,741		1,897		5,095		4,090
Other general & administrative	Other general & administrative	4,728		3,476		9,372		5,846		Other general & administrative	5,403		3,918		14,776		9,764

Amortization of continuous offering costs	Amortization of continuous offering costs	1,016		1,214		2,315		2,142		Amortization of continuous offering costs	361		1,649		2,676		3,791
Total expenses		651,528		304,338		1,290,173		522,203
Total expenses before excise tax										Total expenses before excise tax	669,049		473,797		1,959,223		996,001

Net investment income before excise tax	Net investment income before excise tax	755,777		432,499		1,452,874		770,320		Net investment income before excise tax	787,878		571,182		2,240,751		1,341,501
Excise tax expense	Excise tax expense	5,691		175		13,433		292		Excise tax expense	9,681		—		23,113		292
Net investment income after excise tax	Net investment income after excise tax	750,086		432,324		1,439,441		770,028		Net investment income after excise tax	778,197		571,182		2,217,638		1,341,209
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	14,594		(836,816)		137,836		(914,911)		Non-controlled/non-affiliated investments	346,721		(143,934)		484,558		(1,058,844)
Controlled/affiliated investments	Controlled/affiliated investments	5,315		(38,939)		51,114		(34,142)		Controlled/affiliated investments	26,866		4,106		77,980		(30,036)
Non-controlled/affiliated investments	Non-controlled/affiliated investments	(215)		(138)		127		46		Non-controlled/affiliated investments	(305)		562		(178)		608
Derivative instruments (Note 6)	Derivative instruments (Note 6)	(3,026)		11,793		(14,966)		(1,669)		Derivative instruments (Note 6)	7,661		3,958		(7,305)		2,289
Foreign currency and other transactions	Foreign currency and other transactions	(4,523)		—		(5,783)		—		Foreign currency and other transactions	3,562		—		(2,220)		—

Net unrealized appreciation (depreciation)	Net unrealized appreciation (depreciation)	12,145		(864,100)		168,328		(950,676)		Net unrealized appreciation (depreciation)	384,505		(135,308)		552,835		(1,085,983)
Realized gain (loss):	Realized gain (loss):									Realized gain (loss):
Non-controlled/non-affiliated investments	Non-controlled/non-affiliated investments	(76,354)		(17,565)		(178,050)		(15,903)		Non-controlled/non-affiliated investments	(127,364)		(92,364)		(305,414)		(108,268)
Non-controlled/affiliated investments	Non-controlled/affiliated investments	213		—		213		—		Non-controlled/affiliated investments	—		—		213		—
Derivative instruments (Note 6)	Derivative instruments (Note 6)	(2,464)		—		2,306		—		Derivative instruments (Note 6)	2,704		—		5,010		—

Foreign currency and other transactions	Foreign currency and other transactions	(820)		3,634		3,423		4,587		Foreign currency and other transactions	(10,321)		(7,192)		(6,900)		(2,606)
Net realized gain (loss)	Net realized gain (loss)	(79,425)		(13,931)		(172,108)		(11,316)		Net realized gain (loss)	(134,981)		(99,556)		(307,091)		(110,874)
Net realized and unrealized gain (loss)	Net realized and unrealized gain (loss)	(67,280)		(878,031)		(3,780)		(961,992)		Net realized and unrealized gain (loss)	249,524		(234,864)		245,744		(1,196,857)
Net increase (decrease) in net assets resulting from operations	Net increase (decrease) in net assets resulting from operations	$	682,806	$	(445,707)	$	1,435,661	$	(191,964)	Net increase (decrease) in net assets resulting from operations	$	1,027,721	$	336,318	$	2,463,382	$	144,352

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

Table of Contents

Blackstone Private Credit Fund

Condensed Consolidated Statements of Changes in Net Assets

(in thousands)

(Unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022
Operations:	Operations:									Operations:
Net investment income after excise tax	Net investment income after excise tax	$	750,086	$	432,324	$	1,439,441	$	770,028	Net investment income after excise tax	$	778,197	$	571,182	$	2,217,638	$	1,341,209
Net realized gain (loss)	Net realized gain (loss)	(79,425)		(13,931)		(172,108)		(11,316)		Net realized gain (loss)	(134,981)		(99,556)		(307,091)		(110,874)
Net change in unrealized appreciation (depreciation)	Net change in unrealized appreciation (depreciation)	12,145		(864,100)		168,328		(950,676)		Net change in unrealized appreciation (depreciation)	384,505		(135,308)		552,835		(1,085,983)
Net increase (decrease) in net assets resulting from operations	Net increase (decrease) in net assets resulting from operations	682,806		(445,707)		1,435,661		(191,964)		Net increase (decrease) in net assets resulting from operations	1,027,721		336,318		2,463,382		144,352
Distributions to common shareholders:	Distributions to common shareholders:									Distributions to common shareholders:
Class I	Class I	(415,176)		(286,660)		(807,405)		(511,347)		Class I	(440,051)		(359,759)		(1,247,456)		(871,105)
Class S	Class S	(178,614)		(106,896)		(347,507)		(187,144)		Class S	(198,745)		(140,144)		(546,252)		(327,288)
Class D	Class D	(4,804)		(17,015)		(27,053)		(28,996)		Class D	(8,094)		(23,963)		(35,147)		(52,959)
Net decrease in net assets resulting from distributions	Net decrease in net assets resulting from distributions	(598,594)		(410,571)		(1,181,965)		(727,487)		Net decrease in net assets resulting from distributions	(646,890)		(523,865)		(1,828,855)		(1,251,352)
Share transactions:	Share transactions:									Share transactions:
Class I:	Class I:									Class I:
Proceeds from shares sold	Proceeds from shares sold	991,563		2,465,578		1,461,821		5,719,346		Proceeds from shares sold	1,320,655		1,253,674		2,782,476		6,973,021
Share transfers between classes	Share transfers between classes	19,887		25,240		1,131,859		39,479		Share transfers between classes	17,624		16,753		1,149,483		56,232
Distributions reinvested	Distributions reinvested	185,625		117,013		355,737		218,785		Distributions reinvested	202,132		151,911		557,869		370,696
Repurchased shares, net of early repurchase deduction	Repurchased shares, net of early repurchase deduction	(1,069,607)		(255,340)		(1,820,533)		(293,192)		Repurchased shares, net of early repurchase deduction	(409,713)		(611,647)		(2,230,246)		(904,839)
Net increase (decrease) from share transactions	Net increase (decrease) from share transactions	127,468		2,352,491		1,128,884		5,684,418		Net increase (decrease) from share transactions	1,130,698		810,691		2,259,582		6,495,110
Class S:	Class S:									Class S:
Proceeds from shares sold	Proceeds from shares sold	534,160		1,309,690		892,824		2,805,720		Proceeds from shares sold	708,441		601,002		1,601,265		3,406,722
Share transfers between classes	Share transfers between classes	(8,406)		(3,754)		(42,140)		(4,520)		Share transfers between classes	(13,077)		(6,483)		(55,217)		(11,003)
Distributions reinvested	Distributions reinvested	80,362		44,483		155,962		81,177		Distributions reinvested	89,644		61,154		245,606		142,331
Repurchased shares, net of early repurchase deduction	Repurchased shares, net of early repurchase deduction	(131,460)		(25,142)		(263,106)		(41,612)		Repurchased shares, net of early repurchase deduction	(82,448)		(47,971)		(345,554)		(89,583)
Net increase (decrease) from share transactions	Net increase (decrease) from share transactions	474,656		1,325,277		743,540		2,840,765		Net increase (decrease) from share transactions	702,560		607,702		1,446,100		3,448,467
Class D:	Class D:									Class D:
Proceeds from shares sold	Proceeds from shares sold	20,071		262,493		72,284		534,032		Proceeds from shares sold	143,591		179,680		215,875		713,712
Share transfers between classes	Share transfers between classes	(11,481)		(21,486)		(1,089,719)		(34,959)		Share transfers between classes	(4,547)		(10,270)		(1,094,266)		(45,229)
Distributions reinvested	Distributions reinvested	707		7,831		15,705		13,305		Distributions reinvested	891		11,404		16,596		24,710
Repurchased shares, net of early repurchase deduction	Repurchased shares, net of early repurchase deduction	(3,351)		(2,023)		(13,816)		(2,218)		Repurchased shares, net of early repurchase deduction	—		(3,796)		(13,816)		(6,014)
Net increase (decrease) from share transactions	Net increase (decrease) from share transactions	5,946		246,815		(1,015,546)		510,160		Net increase (decrease) from share transactions	139,935		177,018		(875,611)		687,179
Total increase (decrease) in net assets	Total increase (decrease) in net assets	692,282		3,068,305		1,110,574		8,115,892		Total increase (decrease) in net assets	2,354,024		1,407,864		3,464,598		9,523,756
Net assets, beginning of period	Net assets, beginning of period	23,103,357		17,902,407		22,685,065		12,854,820		Net assets, beginning of period	23,795,639		20,970,712		22,685,065		12,854,820
Net assets, end of period	Net assets, end of period	$	23,795,639	$	20,970,712	$	23,795,639	$	20,970,712	Net assets, end of period	$	26,149,663	$	22,378,576	$	26,149,663	$	22,378,576

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

Table of Contents

Blackstone Private Credit Fund

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)


		Six Months Ended June 30,					Nine Months Ended September 30,
		2023		2022			2023		2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	Net increase (decrease) in net assets resulting from operations	$	1,435,661	$	(191,964)	Net increase (decrease) in net assets resulting from operations	$	2,463,382	$	144,352
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:	Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:					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	Net unrealized (appreciation) depreciation on investments	(189,077)		949,007		Net unrealized (appreciation) depreciation on investments	(562,360)		1,088,272
Net change in unrealized gain/loss on derivative instruments		14,966		1,669
Net change in unrealized gain/loss on translation of assets and liabilities in foreign currency		5,783		—
Net unrealized (appreciation) depreciation on derivative instruments						Net unrealized (appreciation) depreciation on derivative instruments	7,305		2,499
Net unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currency						Net unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currency	2,220		—
Net realized (gain) loss on investments	Net realized (gain) loss on investments	177,837		15,903		Net realized (gain) loss on investments	305,201		108,268
Net realized (gain) loss on translation of assets and liabilities in foreign currency	Net realized (gain) loss on translation of assets and liabilities in foreign currency	(3,423)		—		Net realized (gain) loss on translation of assets and liabilities in foreign currency	6,900		—
Net realized (gain) loss on derivative instruments	Net realized (gain) loss on derivative instruments	(2,306)		—		Net realized (gain) loss on derivative instruments	(5,010)		—
Payment-in-kind interest capitalized	Payment-in-kind interest capitalized	(99,977)		(62,785)		Payment-in-kind interest capitalized	(161,247)		(102,604)
Net accretion of discount and amortization of premium	Net accretion of discount and amortization of premium	(82,560)		(56,991)		Net accretion of discount and amortization of premium	(124,982)		(103,749)
Amortization of deferred financing costs	Amortization of deferred financing costs	15,190		10,778		Amortization of deferred financing costs	23,205		17,596
Amortization of debt issuance costs and original issue discount on notes	Amortization of debt issuance costs and original issue discount on notes	13,242		8,866		Amortization of debt issuance costs and original issue discount on notes	20,587		14,228
Amortization of deferred offering costs	Amortization of deferred offering costs	2,315		2,142		Amortization of deferred offering costs	2,676		3,792

Purchases of investments	Purchases of investments	(1,677,844)		(17,826,021)		Purchases of investments	(3,702,885)		(24,992,598)
Proceeds from sale of investments and principal repayments	Proceeds from sale of investments and principal repayments	3,191,597		1,486,289		Proceeds from sale of investments and principal repayments	4,743,706		5,604,898
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Interest receivable from non-controlled/non-affiliated investments	Interest receivable from non-controlled/non-affiliated investments	27,384		(217,947)		Interest receivable from non-controlled/non-affiliated investments	49,942		(304,745)
Dividend receivable from Controlled/affiliated investments	Dividend receivable from Controlled/affiliated investments	17,962		—		Dividend receivable from Controlled/affiliated investments	(28,522)		—
Receivable from broker	Receivable from broker	(19,969)		—		Receivable from broker	(12,581)		—
Receivable for investments sold	Receivable for investments sold	(143,243)		(69,741)		Receivable for investments sold	411,392		(505,039)
Other assets	Other assets	4,507		(5,060)		Other assets	5,088		(3,713)
Payable for investments purchased	Payable for investments purchased	217,392		951,867		Payable for investments purchased	(392,120)		381,795
Management fees payable	Management fees payable	2,244		29,902		Management fees payable	6,336		35,946
Income based incentive fees payable	Income based incentive fees payable	15,384		26,959		Income based incentive fees payable	19,604		47,659
Capital gains incentive fees payable	Capital gains incentive fees payable	—		(15,058)		Capital gains incentive fees payable	—		(15,058)
Due to affiliates	Due to affiliates	4,526		8,060		Due to affiliates	(18,302)		15,662
Interest payable	Interest payable	6,263		97,339		Interest payable	31,409		194,067
Accrued expenses and other liabilities	Accrued expenses and other liabilities	(6,611)		(13,317)		Accrued expenses and other liabilities	(4,092)		12,303
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	2,927,243		(14,870,103)		Net cash provided by (used in) operating activities	3,086,852		(18,356,170)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Borrowings on debt	Borrowings on debt	2,250,773		11,805,978		Borrowings on debt	2,610,921		17,575,191
Repayments on debt	Repayments on debt	(4,830,765)		(4,482,363)		Repayments on debt	(6,085,397)		(8,269,116)
Deferred financing costs paid	Deferred financing costs paid	(26,568)		(36,082)		Deferred financing costs paid	(25,976)		(51,442)
Debt issuance costs paid	Debt issuance costs paid	(1,377)		(6,362)		Debt issuance costs paid	(13,278)		(6,657)
Deferred offering costs paid	Deferred offering costs paid	(337)		(4,666)		Deferred offering costs paid	(337)		(4,865)
Proceeds from issuance of common shares	Proceeds from issuance of common shares	2,426,929		9,056,410		Proceeds from issuance of common shares	4,599,616		11,093,454
Repurchased shares, net of early repurchase deduction paid	Repurchased shares, net of early repurchase deduction paid	(2,056,186)		(66,723)		Repurchased shares, net of early repurchase deduction paid	(3,258,629)		(348,806)
Dividends paid in cash	Dividends paid in cash	(647,345)		(369,689)		Dividends paid in cash	(980,992)		(655,795)
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	(2,884,876)		15,896,503		Net cash provided by (used in) financing activities	(3,154,072)		19,331,964
Net increase (decrease) in cash and cash equivalents	Net increase (decrease) in cash and cash equivalents	42,367		1,026,400		Net increase (decrease) in cash and cash equivalents	(67,220)		975,794
Effect of foreign exchange rate changes on cash and cash equivalents	Effect of foreign exchange rate changes on cash and cash equivalents	(5,236)		—		Effect of foreign exchange rate changes on cash and cash equivalents	(2,334)		(4,788)
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	1,351,901		617,986		Cash and cash equivalents, beginning of period	1,351,901		617,986
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	1,389,032	$	1,644,386	Cash and cash equivalents, end of period	$	1,282,347	$	1,588,992
											The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents


Blackstone Private Credit Fund Condensed Consolidated Statements of Cash Flows (in thousands) (Unaudited)	Blackstone Private Credit Fund Condensed Consolidated Statements of Cash Flows (in thousands) (Unaudited)					Blackstone Private Credit Fund Condensed Consolidated Statements of Cash Flows (in thousands) (Unaudited)
		Six Months Ended June 30,					Nine Months Ended September 30,
		2023		2022			2023		2022
Supplemental information and non-cash activities:	Supplemental information and non-cash activities:					Supplemental information and non-cash activities:
Interest paid during the period	Interest paid during the period	$	963,045	$	181,128	Interest paid during the period	$	1,429,853	$	405,828
Distribution payable	Distribution payable	205,657		144,580		Distribution payable	226,180		157,871
Subscription receivable	Subscription receivable	1,686		—		Subscription receivable	—		—
Reinvestment of distributions during the period	Reinvestment of distributions during the period	527,404		313,267		Reinvestment of distributions during the period	820,071		537,737
Accrued but unpaid debt financing and debt issuance costs	Accrued but unpaid debt financing and debt issuance costs	—		2,004		Accrued but unpaid debt financing and debt issuance costs	—		2,718

Accrued but unpaid offering costs	Accrued but unpaid offering costs	6		6		Accrued but unpaid offering costs	6		6
Share repurchases accrued but not yet paid	Share repurchases accrued but not yet paid	1,204,469		282,505		Share repurchases accrued but not yet paid	492,207		663,415
Excise taxes paid						Excise taxes paid	5,968		—

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

Table of Contents


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments June 30, 2023 (in thousands) (Unaudited)

Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)															Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets				Investments (1)		Footnotes		Reference Rate and Spread		Interest Rate (2)(15)			Maturity Date			Par Amount/Units (1)			Cost (3)			Fair Value	% of Net Assets
First Lien Debt	First Lien Debt														First Lien Debt
First Lien Debt - non-controlled/non-affiliated	First Lien Debt - non-controlled/non-affiliated														First Lien Debt - non-controlled/non-affiliated
Aerospace & Defense	Aerospace & Defense														Aerospace & Defense
Amentum Government Services Holdings, LLC	Amentum Government Services Holdings, LLC	(4)(8)	SOFR +	4.00%	9.22%	1/29/2027	$	2,532	$	2,535	$	2,501	0.01	%	Amentum Government Services Holdings, LLC	(8)	SOFR +	4.00%		9.43%		1/29/2027		$	2,526		$	2,528		$	2,513		0.01	%
Amentum Government Services Holdings, LLC	Amentum Government Services Holdings, LLC	(4)(9)	SOFR +	4.00%	9.15%	2/15/2029	12,163		12,114		11,920		0.05		Amentum Government Services Holdings, LLC	(9)	SOFR +	4.00%		9.33%		2/15/2029		12,132			12,085			11,996			0.05
Atlas CC Acquisition Corp.	Atlas CC Acquisition Corp.	(7)(10)	SOFR +	4.25%	9.78%	5/25/2028	56,960		55,342		44,444		0.19		Atlas CC Acquisition Corp.	(7)(10)	SOFR +	4.25%		9.93%		5/25/2028		51,833			50,365			45,715			0.17
Cobham Holdings, Inc.		(4)(7)(10)	SOFR +	6.75%	11.99%	1/9/2030	1,995		1,929		1,948		0.01
Corfin Holdings, Inc.	Corfin Holdings, Inc.	(4)(10)	SOFR +	6.00%	11.38%	12/27/2027	954		918		935		0.00		Corfin Holdings, Inc.	(4)(10)	SOFR +	6.00%		11.42%		12/27/2027		5,774			5,734			5,601			0.02
Corfin Holdings, Inc.	Corfin Holdings, Inc.	(4)(11)	SOFR +	6.00%	11.41%	12/27/2027	30,418		30,411		29,810		0.13		Corfin Holdings, Inc.	(4)(11)	SOFR +	6.00%		11.42%		12/27/2027		25,503			25,503			24,738			0.09
Corfin Holdings, Inc.	Corfin Holdings, Inc.	(4)(11)	L +	6.00%	11.41%	2/5/2026	1,685		1,666		1,651		0.01		Corfin Holdings, Inc.	(4)(11)	SOFR +	6.00%		11.42%		2/5/2026		1,676			1,660			1,626			0.01
Frontgrade Technologies Holdings, Inc.															Frontgrade Technologies Holdings, Inc.	(4)(7)(10)	SOFR +	6.75%		12.07%		1/9/2030		386			366			384			0.00
Frontgrade Technologies Holdings, Inc.															Frontgrade Technologies Holdings, Inc.	(4)(10)	SOFR +	6.75%		12.14%		1/9/2030		1,990			1,936			1,985			0.01
Linquest Corp.	Linquest Corp.	(4)(5)(10)	SOFR +	5.75%	10.95%	7/28/2028	154,744		152,500		148,554		0.62		Linquest Corp.	(4)(10)	SOFR +	5.75%		11.22%		7/28/2028		154,350			152,223			149,720			0.57
Loar Group, Inc.	Loar Group, Inc.	(4)(11)	SOFR +	7.25%	12.45%	10/2/2024	143,550		141,897		143,550		0.60		Loar Group, Inc.	(4)(11)	SOFR +	7.25%		12.67%		10/2/2024		143,188			141,869			143,188			0.55
Loar Group, Inc.	Loar Group, Inc.	(4)(11)	SOFR +	7.25%	12.45%	9/29/2023	28,956		28,956		28,956		0.12		Loar Group, Inc.	(4)(11)	SOFR +	7.25%		12.67%		10/16/2025		28,843			28,843			28,843			0.11
Loar Group, Inc.	Loar Group, Inc.	(4)(7)(11)	SOFR +	7.25%	12.45%	4/1/2024	19,950		19,198		18,350		0.08		Loar Group, Inc.	(4)(7)(11)	SOFR +	7.25%		12.67%		4/1/2024		52,742			52,071			51,802			0.20
MAG DS Corp.		(11)	SOFR +	5.50%	10.84%	4/1/2027	10,483		10,366		9,893		0.04
Maverick Acquisition, Inc.	Maverick Acquisition, Inc.	(4)(5)(11)	L +	6.25%	11.44%	6/1/2027	38,318		37,817		30,654		0.13		Maverick Acquisition, Inc.	(4)(11)	SOFR +	6.25%		11.64%		6/1/2027		38,220			37,753			28,665			0.11
Maverick Acquisition, Inc.	Maverick Acquisition, Inc.	(4)(5)(12)	L +	6.25%	11.44%	6/1/2027	10,149		9,952		8,119		0.03		Maverick Acquisition, Inc.	(4)(12)	SOFR +	6.25%		11.64%		6/1/2027		10,123			9,939			7,592			0.03
Peraton Corp.	Peraton Corp.	(10)	SOFR +	3.75%	8.95%	2/1/2028	13,580		13,607		13,369		0.06		Peraton Corp.	(10)	SOFR +	3.75%		9.17%		2/1/2028		13,505			13,531			13,494			0.05
Vertex Aerospace Services Corp.	Vertex Aerospace Services Corp.	(10)	SOFR +	3.50%	8.95%	12/6/2028	11,850		11,803		11,862		0.05		Vertex Aerospace Services Corp.	(10)	SOFR +	3.50%		8.92%		12/6/2028		11,820			11,776			11,839			0.05
West Star Aviation Acquisition, LLC															West Star Aviation Acquisition, LLC	(4)(10)	SOFR +	6.00%		10.79%		3/1/2028		4,030			3,956			4,030			0.02
West Star Aviation Acquisition, LLC	West Star Aviation Acquisition, LLC	(4)(7)(10)	SOFR +	6.00%	8.59%	3/1/2028	4,050		3,957		3,951		0.02		West Star Aviation Acquisition, LLC	(4)(7)(10)	SOFR +	6.00%		11.39%		3/1/2028		455			437			455			0.00
									534,968		510,467		2.15														552,575			534,186			2.05
Air Freight & Logistics	Air Freight & Logistics														Air Freight & Logistics
AGI-CFI Holdings, Inc.	AGI-CFI Holdings, Inc.	(4)(10)	SOFR +	5.75%	10.86%	6/11/2027	267,015		263,297		258,337		1.09		AGI-CFI Holdings, Inc.	(4)(10)	SOFR +	5.75%		11.29%		6/11/2027		266,276			262,805			259,619			0.99
Alliance Ground	Alliance Ground	(4)(10)	SOFR +	5.75%	10.86%	6/11/2027	95,188		93,648		92,094		0.39		Alliance Ground	(4)(10)	SOFR +	5.75%		11.29%		6/11/2027		94,947			93,509			92,573			0.35
ENV Bidco AB	ENV Bidco AB	(4)(6)(7)(8)	E +	5.75%	9.35%	7/19/2029	EUR	114,140	111,315		118,258		0.50		ENV Bidco AB	(4)(6)(7)(8)	E +	5.75%		9.72%		7/19/2029		EUR	114,140		113,464			118,073			0.45
ENV Bidco AB	ENV Bidco AB	(4)(6)(10)	SOFR +	5.75%	10.99%	7/19/2029	102,349		100,129		100,814		0.42		ENV Bidco AB	(4)(6)(10)	SOFR +	5.75%		11.14%		7/19/2029		102,349			100,220			101,325			0.39
Livingston International, Inc.	Livingston International, Inc.	(4)(6)(10)	L +	5.50%	10.84%	4/30/2027	104,085		103,536		102,004		0.43		Livingston International, Inc.	(4)(6)(10)	SOFR +	5.50%		10.99%		4/30/2027		103,820			103,308			99,667			0.38
Mode Purchaser, Inc.	Mode Purchaser, Inc.	(4)(11)	SOFR +	6.25%	11.44%	12/9/2026	28,088		27,543		28,088		0.12		Mode Purchaser, Inc.	(4)(11)	SOFR +	6.25%		11.77%		12/9/2026		28,088			27,583			28,088			0.11
Mode Purchaser, Inc.	Mode Purchaser, Inc.	(4)(11)	SOFR +	6.25%	11.44%	2/5/2029	139,452		137,221		139,452		0.59		Mode Purchaser, Inc.	(4)(11)	SOFR +	6.25%		11.77%		2/5/2029		139,452			137,321			139,452			0.53
Redwood Services Group, LLC	Redwood Services Group, LLC	(4)(7)(10)	SOFR +	6.15%	11.50%	6/15/2029	45,616		44,864		44,662		0.19		Redwood Services Group, LLC	(4)(7)(10)	SOFR +	6.15%		11.50%		6/15/2029		45,189			44,482			44,284			0.17
Redwood Services Group, LLC															Redwood Services Group, LLC	(4)(7)(10)	SOFR +	6.25%		11.75%		6/15/2029		949			578			569			0.00
RoadOne Inc	RoadOne Inc	(4)(7)(11)	SOFR +	6.25%	11.11%	12/30/2028	1,091		1,051		1,061		0.00		RoadOne Inc	(4)(5)(7)(11)	SOFR +	6.25%		11.72%		12/30/2028		1,088			1,050			1,065			0.00
RWL Holdings, LLC	RWL Holdings, LLC	(4)(7)(10)	SOFR +	5.75%	11.14%	12/31/2028	216,100		212,273		211,197		0.89		RWL Holdings, LLC	(4)(10)	SOFR +	5.75%		11.29%		12/31/2028		273,604			269,528			262,660			1.00
SEKO Global Logistics Network, LLC		(4)(5)(11)	E +	4.75%	6.95%	12/30/2026	EUR	34,950	40,063		37,845		0.16
SEKO Global Logistics Network, LLC	SEKO Global Logistics Network, LLC	(4)(5)(11)	SOFR +	4.75%	10.14%	12/30/2026	59,386		58,920		58,941		0.25		SEKO Global Logistics Network, LLC	(4)(11)	E +	4.75%		8.35%		12/30/2026		EUR	34,862		39,989			36,633			0.14
SEKO Global Logistics Network, LLC	SEKO Global Logistics Network, LLC	(4)(5)(11)	L +	4.75%	9.48%	12/30/2026	9,398		9,249		9,327		0.04		SEKO Global Logistics Network, LLC	(4)(11)	SOFR +	4.75%		10.47%		12/30/2026		68,608			68,039			68,094			0.26
SEKO Global Logistics Network, LLC	SEKO Global Logistics Network, LLC	(4)(5)(7)(11)	P +	3.75%	12.00%	12/30/2026	1,743		1,698		1,655		0.01		SEKO Global Logistics Network, LLC	(4)(7)(11)	P +	3.75%		12.25%		12/30/2026		1,743			1,701			1,655			0.01
SEKO Global Logistics Network, LLC	SEKO Global Logistics Network, LLC	(4)(5)(7)(11)	SOFR +	4.75%	10.02%	12/30/2026	9,048		8,989		8,890		0.04		SEKO Global Logistics Network, LLC	(4)(11)	SOFR +	4.75%		10.41%		12/30/2026		15,035			14,980			14,922			0.06
The Kenan Advantage Group, Inc.	The Kenan Advantage Group, Inc.	(10)	SOFR +	4.18%	9.48%	3/24/2026	13,116		13,128		13,110		0.06		The Kenan Advantage Group, Inc.	(10)	SOFR +	4.18%		9.48%		3/24/2026		13,082			13,093			13,067			0.05
Wwex Uni Topco Holdings, LLC	Wwex Uni Topco Holdings, LLC	(10)	SOFR +	4.00%	9.50%	7/26/2028	14,114		14,007		13,441		0.06		Wwex Uni Topco Holdings, LLC	(10)	SOFR +	4.00%		9.65%		7/26/2028		14,078			13,978			13,886			0.05
									1,240,931		1,239,176		5.24														1,305,628			1,295,632			4.94
Airlines	Airlines														Airlines
Air Canada	Air Canada	(6)(10)	L +	3.50%	8.84%	8/11/2028	12,691		12,678		12,708		0.05		Air Canada	(6)(10)	SOFR +	3.50%		9.13%		8/11/2028		12,658			12,647			12,685			0.05
Brown Group Holding, LLC															Brown Group Holding, LLC	(9)	SOFR +	2.75%		8.17%		6/7/2028		7,500			7,479			7,447			0.03
United Airlines, Inc.	United Airlines, Inc.	(6)(10)	L +	3.75%	9.29%	4/21/2028	15,968		16,027		15,986		0.07		United Airlines, Inc.	(6)(10)	SOFR +	3.75%		9.18%		4/21/2028		15,927			15,983			15,977			0.06
									28,705		28,694		0.12														36,109			36,109			0.14
Auto Components
Clarios Global LP		(6)(8)	SOFR +	3.75%	8.85%	5/6/2030	3,500		3,498		3,496		0.01
Metis Buyer, Inc.		(5)(7)(10)	SOFR +	4.00%	9.22%	5/4/2028	27,468		26,833		27,132		0.11
									30,331		30,628		0.12

Table of Contents


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments June 30, 2023 (in thousands) (Unaudited)

Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)															Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets				Investments (1)		Footnotes		Reference Rate and Spread		Interest Rate (2)(15)			Maturity Date			Par Amount/Units (1)			Cost (3)			Fair Value	% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)	First Lien Debt - non-controlled/non-affiliated (continued)														First Lien Debt - non-controlled/non-affiliated (continued)
Auto Components															Auto Components
Clarios Global LP															Clarios Global LP	(6)(8)	SOFR +	3.75%		9.07%		5/6/2030		$	3,500		$	3,498		$	3,498		0.01	%
Metis Buyer, Inc.															Metis Buyer, Inc.	(7)(10)	SOFR +	4.00%		9.43%		5/4/2028		27,398			26,906			27,364			0.10
Metis Buyer, Inc.															Metis Buyer, Inc.	(4)(7)(10)	SOFR +	3.25%		8.79%		5/4/2028		450			345			365			0.00
																											30,749			31,227			0.11
Beverages	Beverages														Beverages
Triton Water Holdings, Inc.	Triton Water Holdings, Inc.	(9)	SOFR +	3.25%	8.49%	3/31/2028	$	44,998	$	44,222	$	43,613	0.18	%	Triton Water Holdings, Inc.	(9)	SOFR +	3.25%		8.90%		3/31/2028		44,883			44,152			43,836			0.17
Biotechnology															Biotechnology
Grifols Worldwide Operations USA Inc															Grifols Worldwide Operations USA Inc	(8)	SOFR +	2.00%		7.42%		11/15/2027		1,000			990			985			0.00
Building Products	Building Products														Building Products
Cornerstone Building Brands, Inc.	Cornerstone Building Brands, Inc.	(6)(9)	SOFR +	5.63%	10.77%	8/1/2028	25,870		25,497		24,900		0.10		Cornerstone Building Brands, Inc.	(6)(9)	SOFR +	5.63%		10.96%		8/1/2028		25,755			25,402			25,691			0.10
Cornerstone Building Brands, Inc.	Cornerstone Building Brands, Inc.	(6)(9)	SOFR +	3.25%	8.50%	4/12/2028	7,335		7,316		7,050		0.03		Cornerstone Building Brands, Inc.	(6)(9)	SOFR +	3.25%		8.68%		4/12/2028		4,880			4,851			4,775			0.02
CP Atlas Buyer, Inc.	CP Atlas Buyer, Inc.	(9)	SOFR +	3.75%	8.95%	11/23/2027	53,753		53,600		50,743		0.21		CP Atlas Buyer, Inc.	(9)	SOFR +	3.75%		9.17%		11/23/2027		45,104			44,989			42,670			0.16
Engineered Stone Group Holdings III Ltd.	Engineered Stone Group Holdings III Ltd.	(4)(6)(8)	E +	5.75%	9.35%	4/23/2028	EUR	28,400	30,779		29,435		0.12		Engineered Stone Group Holdings III Ltd.	(4)(6)(8)	E +	5.75%		9.72%		4/23/2028		EUR	28,400		30,813			28,114			0.11
Engineered Stone Group Holdings III Ltd.	Engineered Stone Group Holdings III Ltd.	(4)(6)(7)(10)	SOFR +	6.01%	11.06%	4/23/2028	58,583		57,656		54,463		0.23		Engineered Stone Group Holdings III Ltd.	(4)(6)(7)(10)	SOFR +	6.01%		11.38%		4/23/2028		58,583			57,705			53,227			0.20
Fencing Supply Group Acquisition, LLC	Fencing Supply Group Acquisition, LLC	(4)(5)(11)	SOFR +	6.00%	11.65%	2/26/2027	107,269		106,162		107,269		0.45		Fencing Supply Group Acquisition, LLC	(4)(7)(11)	SOFR +	6.00%		11.65%		2/26/2027		110,998			109,832			108,174			0.41
Great Day Improvements, LLC	Great Day Improvements, LLC	(4)(10)	L +	6.25%	11.44%	12/29/2027	179,750		177,056		174,807		0.73		Great Day Improvements, LLC	(4)(10)	SOFR +	6.25%		11.93%		12/29/2027		179,750			177,207			179,750			0.69
Jacuzzi Brands, LLC	Jacuzzi Brands, LLC	(4)(11)	SOFR +	6.00%	11.24%	2/25/2025	46,161		45,921		43,392		0.18		Jacuzzi Brands, LLC	(4)(11)	SOFR +	6.00%		11.39%		2/25/2025		46,161			45,957			41,660			0.16
Jacuzzi Brands, LLC	Jacuzzi Brands, LLC	(4)(10)	SOFR +	6.00%	11.24%	2/25/2027	203,425		201,516		191,219		0.80		Jacuzzi Brands, LLC	(4)(10)	SOFR +	6.00%		11.39%		2/25/2027		202,910			201,137			183,126			0.70
Jacuzzi Brands, LLC	Jacuzzi Brands, LLC	(4)(10)	SOFR +	6.00%	11.24%	2/25/2025	6,733		6,698		6,329		0.03		Jacuzzi Brands, LLC	(4)(10)	SOFR +	6.00%		11.39%		2/25/2025		6,733			6,703			6,076			0.02
Kodiak BP, LLC	Kodiak BP, LLC	(10)	SOFR +	3.25%	8.75%	3/12/2028	40,597		40,390		39,684		0.17		Kodiak BP, LLC	(10)	SOFR +	3.25%		8.90%		3/12/2028		40,492			40,297			40,492			0.15
L&S Mechanical Acquisition, LLC	L&S Mechanical Acquisition, LLC	(4)(5)(10)	SOFR +	7.75%	12.80%	9/1/2027	112,573		111,009		101,315		0.43		L&S Mechanical Acquisition, LLC	(4)(10)	SOFR +	7.75%		13.20% (incl. 2.00% PIK)		9/1/2027		113,313			111,848			106,515			0.41
Lindstrom, LLC	Lindstrom, LLC	(4)(11)	SOFR +	6.25%	11.51%	4/7/2025	149,212		146,744		147,720		0.62		Lindstrom, LLC	(4)(11)	SOFR +	6.25%		11.68%		4/7/2025		148,923			146,811			147,434			0.56
Mi Windows and Doors, LLC	Mi Windows and Doors, LLC	(9)	SOFR +	3.50%	8.70%	12/18/2027	5,517		5,527		5,480		0.02		Mi Windows and Doors, LLC	(9)	SOFR +	3.50%		8.92%		12/18/2027		5,503			5,512			5,518			0.02
Oscar AcquisitionCo LLC	Oscar AcquisitionCo LLC	(9)	SOFR +	4.50%	9.84%	4/29/2029	3,486		3,369		3,412		0.01		Oscar AcquisitionCo LLC	(9)	SOFR +	4.50%		9.99%		4/29/2029		3,477			3,366			3,457			0.01
The Chamberlain Group, Inc.	The Chamberlain Group, Inc.	(9)	SOFR +	3.25%	8.45%	11/3/2028	25,338		25,139		24,806		0.10		The Chamberlain Group, Inc.	(9)	SOFR +	3.25%		8.67%		11/3/2028		25,273			25,085			24,932			0.10
Windows Acquisition Holdings, Inc.	Windows Acquisition Holdings, Inc.	(4)(5)(11)	SOFR +	6.50%	11.89%	12/29/2026	56,265		55,605		56,265		0.24		Windows Acquisition Holdings, Inc.	(4)(11)	SOFR +	6.50%		12.04%		12/29/2026		56,265			55,652			56,265			0.22
									1,099,984		1,068,289		4.47														1,093,167			1,057,876			4.04
Capital Markets	Capital Markets														Capital Markets
Advisor Group Holdings, Inc.	Advisor Group Holdings, Inc.	(8)	L +	4.50%	9.69%	7/31/2026	5,638		5,649		5,650		0.02		Advisor Group Holdings, Inc.	(8)	SOFR +	4.50%		9.82%		8/17/2028		7,138			7,084			7,143			0.03
AllSpring Buyer, LLC	AllSpring Buyer, LLC	(6)(9)	SOFR +	3.00%	8.75%	11/1/2028	2,963		2,976		2,921		0.01		AllSpring Buyer, LLC	(6)(9)	SOFR +	3.00%		8.95%		11/1/2028		2,955			2,968			2,931			0.01
Clipper Acquisitions Corp.															Clipper Acquisitions Corp.	(8)	SOFR +	1.75%		7.19%		3/3/2028		2,000			1,993			1,990			0.01
FFML Holdco Ltd	FFML Holdco Ltd	(4)(6)(8)	L +	6.25%	11.99%	11/30/2028	NZD	39,278	23,735		23,342		0.10		FFML Holdco Ltd	(4)(6)(8)	B +	6.25%		11.95%		11/30/2028		NZD	39,278		23,765			23,128			0.09
Focus Financial Partners LLC															Focus Financial Partners LLC	(9)	SOFR +	3.50%		8.82%		6/30/2028		7,000			6,956			7,002			0.03
Focus Financial Partners LLC	Focus Financial Partners LLC	(9)	SOFR +	3.50%	8.57%	6/30/2028	7,000		6,956		6,971		0.03		Focus Financial Partners LLC	(9)	SOFR +	3.25%		8.57%		6/30/2028		1,990			1,973			1,987			0.01
Focus Financial Partners LLC	Focus Financial Partners LLC	(9)	SOFR +	3.25%	8.35%	6/30/2028	1,997		1,980		1,986		0.01		Focus Financial Partners LLC	(9)	SOFR +	2.50%		7.82%		6/30/2028		2,000			2,000			1,997			0.01
Resolute Investment Managers, Inc.	Resolute Investment Managers, Inc.	(11)	L +	4.25%	9.79%	4/30/2024	6,011		6,017		4,439		0.02		Resolute Investment Managers, Inc.	(5)(11)	SOFR +	4.25%		9.79%		4/30/2024		5,988			5,992			3,778			0.01
Situs-AMC Holdings Corporation	Situs-AMC Holdings Corporation	(4)(11)	SOFR +	5.50%	10.84%	12/22/2027	12,910		12,813		12,781		0.05		Situs-AMC Holdings Corporation	(4)(11)	SOFR +	5.50%		10.99%		12/22/2027		12,118			12,033			11,997			0.05
Superannuation And Investments US, LLC	Superannuation And Investments US, LLC	(6)(9)	L +	3.75%	8.97%	12/1/2028	13,227		13,156		13,194		0.06		Superannuation And Investments US, LLC	(6)(9)	SOFR +	3.75%		9.18%		12/1/2028		13,194			13,126			13,194			0.05
The Edelman Financial Engines Center, LLC	The Edelman Financial Engines Center, LLC	(10)	L +	3.75%	8.94%	4/7/2028	18,558		18,522		18,128		0.08		The Edelman Financial Engines Center, LLC	(10)	SOFR +	3.50%		8.94%		4/7/2028		18,511			18,477			18,346			0.07
									91,804		89,412		0.38														96,367			93,493			0.37
Chemicals
DCG Acquisition Corp.		(8)	SOFR +	4.50%	9.70%	9/30/2026	4,924		4,933		4,857		0.02
Geon Performance Solutions, LLC		(10)	L +	4.50%	10.04%	8/18/2028	3,634		3,614		3,590		0.02
Hyperion Materials & Technologies, Inc.		(9)	L +	4.25%	9.73%	8/30/2028	17,608		17,560		17,503		0.07
Olympus Water US Holding Corp.		(9)	SOFR +	3.75%	9.25%	11/9/2028	5,541		5,530		5,336		0.02
Oxea Corporation		(6)(8)	SOFR +	3.25%	8.74%	10/14/2024	6		6		6		0.00
WR Grace Holdings, LLC		(6)(9)	L +	3.75%	9.31%	9/22/2028	4,232		4,245		4,214		0.02
									35,888		35,506		0.15
Commercial Services & Supplies
Access CIG, LLC		(8)	L +	3.75%	8.94%	2/27/2025	20,167		20,149		19,982		0.08
Allied Universal Holdco, LLC		(9)	SOFR +	3.75%	8.95%	5/12/2028	48,359		48,266		47,096		0.20
Anticimex, Inc.		(6)(9)	SOFR +	3.40%	8.45%	11/16/2028	11,825		11,788		11,695		0.05
APX Group, Inc.		(6)(9)	SOFR +	3.25%	8.46%	7/10/2028	17,479		17,447		17,488		0.07
Bazaarvoice, Inc.		(4)(7)(8)	SOFR +	5.75%	10.74%	5/7/2028	366,583		366,583		366,583		1.54
Belfor Holdings, Inc.		(8)	SOFR +	4.00%	9.22%	4/6/2026	4,885		4,898		4,889		0.02

Table of Contents

Blackstone Private Credit Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1) Footnotes Reference Rate and Spread Interest Rate (2)(15) Maturity Date Par Amount/Units (1) Cost (3) Fair Value % of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Commercial Services & Supplies (continued)
DG Investment Intermediate Holdings 2, Inc. (10) SOFR + 4.75% 9.85% 3/31/2028 $ 8,109 $ 8,039 $ 7,982 0.03 %
DG Investment Intermediate Holdings 2, Inc. (10) SOFR + 3.75% 8.97% 3/31/2028 37,880 37,912 37,265 0.16
Divisions Holding Corp. (10) SOFR + 4.75% 9.85% 5/27/2028 9,746 9,672 9,567 0.04
EAB Global, Inc. (9) L + 3.50% 8.87% 8/16/2028 4,925 4,907 4,877 0.02
Foundational Education Group, Inc. (4)(9) SOFR + 3.75% 9.47% 8/31/2028 9,006 8,939 7,940 0.03
Garda World Security Corp. (6)(8) SOFR + 4.25% 9.43% 10/30/2026 12,000 12,025 11,955 0.05
Garda World Security Corp. (6)(8) SOFR + 4.25% 9.33% 2/1/2029 9,143 9,070 9,063 0.04
Genuine Financial Holdings, LLC (8) L + 3.75% 8.94% 7/11/2025 6,042 6,034 6,043 0.03
Java Buyer, Inc. (4)(10) SOFR + 5.75% 11.10% 12/15/2027 134,347 132,350 130,317 0.55
Java Buyer, Inc. (4)(7)(10) SOFR + 5.75% 11.13% 12/15/2027 30,977 30,071 28,781 0.12
JSS Holdings, Inc. (4)(10) SOFR + 6.00% 11.31% 12/18/2028 45,829 45,382 45,829 0.19
JSS Holdings, Inc. (4)(10) SOFR + 6.00% 11.31% 12/17/2028 239,263 236,449 239,263 1.01
Knowledge Pro Buyer, Inc. (4)(7)(10) SOFR + 5.75% 10.94% 12/10/2027 51,272 50,438 51,172 0.22
Knowledge Pro Buyer, Inc. (4)(7)(10) P + 4.75% 13.00% 12/10/2027 2,155 2,022 2,155 0.01
KPSKY Acquisition, Inc. (4)(10)(18) SOFR + 5.60% 10.65% 10/19/2028 47,202 46,487 45,786 0.19
KPSKY Acquisition, Inc. (4)(10) SOFR + 5.50% 10.75% 10/19/2028 21,058 20,657 20,426 0.09
MaxGen Energy Services Corporation (4)(11) SOFR + 4.75% 9.99% 6/2/2027 82,447 81,043 79,974 0.34
Onex Baltimore Buyer, Inc. (4)(10)(18) SOFR + 6.25% 10.95% 12/1/2027 187,232 184,448 185,359 0.78
Onex Baltimore Buyer, Inc. (4)(7)(10) SOFR + 5.75% 10.95% 12/1/2027 81,615 80,384 80,223 0.34
Pearce Services, LLC (4)(7)(11) SOFR + 4.75% 9.99% 6/2/2027 1,000 948 948 0.00
PECF USS Intermediate Holding III Corp. (9) L + 4.25% 9.52% 12/15/2028 30,380 30,391 25,037 0.11
Polyphase Elevator Holding Co. (4)(7)(11) SOFR + 5.50% 10.84% 6/23/2027 16,296 16,080 9,176 0.04
Recycle & Resource US, LLC (6)(9) SOFR + 3.50% 9.00% 7/14/2028 5,141 5,113 4,631 0.02
Revspring, Inc. (8) SOFR + 4.00% 9.50% 10/11/2025 15,205 15,133 14,660 0.06
The Action Environmental Group, Inc. (4)(5)(12) SOFR + 6.15% 11.37% 1/16/2026 1,538 1,506 1,519 0.01
The Action Environmental Group, Inc. (4)(5)(12) SOFR + 6.00% 11.37% 1/16/2026 14,472 14,170 14,291 0.06
The Action Environmental Group, Inc. (4)(5)(12) SOFR + 6.15% 11.40% 1/15/2026 3,999 3,944 3,949 0.02
The Action Environmental Group, Inc. (4)(5)(12) SOFR + 6.43% 11.25% 1/15/2026 4,446 4,385 4,390 0.02
TRC Companies, Inc (fka Bolt Infrastructure Merger Sub, Inc) (9) L + 3.75% 8.97% 12/8/2028 27,214 27,113 26,840 0.11
USIC Holdings, Inc. (10) L + 3.50% 8.69% 5/12/2028 24,563 24,476 23,355 0.10
Vaco Holdings, Inc. (10) SOFR + 5.00% 10.59% 1/21/2029 9,078 9,042 8,301 0.03
Veregy Consolidated, Inc. (11) SOFR + 6.00% 11.31% 11/2/2027 20,229 20,264 18,054 0.08
1,648,025 1,626,861 6.86
Construction & Engineering
Aegion Corporation (10) SOFR + 4.75% 9.97% 5/17/2028 16,058 16,033 15,612 0.07
ASP Endeavor Acquisition, LLC (4)(5)(9) L + 6.50% 11.82% 5/3/2027 35,280 34,829 32,987 0.14
Brookfield WEC Holdings, Inc. (9) SOFR + 3.75% 8.85% 8/1/2025 2,978 2,898 2,984 0.01
COP Home Services TopCo IV, Inc. (4)(5)(7)(11) SOFR + 6.00% 11.20% 12/31/2027 212,158 206,665 210,639 0.89
Peak Utility Services Group, Inc. (4)(11) SOFR + 5.00% 10.41% 3/2/2028 23,317 23,167 22,734 0.10
Refficiency Holdings, LLC (10) SOFR + 3.75% 8.95% 12/16/2027 11,292 11,225 11,244 0.05
Thermostat Purchaser III, Inc. (4)(7)(10) SOFR + 4.50% 9.91% 8/31/2028 42,663 41,690 41,403 0.17
Tutor Perini Corp. (6)(11) SOFR + 4.75% 10.25% 8/18/2027 2,607 2,626 2,363 0.01
339,133 339,966 1.44
Construction Materials
White Cap Buyer, LLC (9) SOFR + 3.75% 8.85% 10/19/2027 17,088 17,134 16,973 0.07


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Chemicals
DCG Acquisition Corp.	(8)	SOFR +	4.50%	9.92%	9/30/2026	$	4,912	$	4,920	$	4,883	0.02	%
Geon Performance Solutions, LLC	(10)	SOFR +	4.75%	10.40%	8/18/2028	3,625		3,605		3,584		0.01
Hyperion Materials & Technologies, Inc.	(9)	SOFR +	4.25%	9.93%	8/30/2028	17,563		17,518		17,552		0.07
Olympus Water US Holding Corp.	(9)	SOFR +	3.75%	9.40%	11/9/2028	5,527		5,516		5,461		0.02
Oxea Corporation	(6)(8)	SOFR +	3.50%	8.93%	10/14/2024	6		6		6		0.00
								31,565		31,486		0.12
Commercial Services & Supplies
Access CIG, LLC	(9)	SOFR +	5.00%	10.32%	8/18/2028	29,401		29,056		29,071		0.11
Allied Universal Holdco, LLC	(9)	SOFR +	3.75%	9.17%	5/12/2028	41,254		41,188		39,915		0.15
Anticimex, Inc.	(6)(9)	SOFR +	3.15%	8.45%	11/16/2028	11,795		11,760		11,732		0.04
APX Group, Inc.	(6)(9)	SOFR +	3.25%	8.69%	7/10/2028	17,434		17,404		17,453		0.07
Bazaarvoice, Inc.	(4)(7)(8)	SOFR +	5.75%	10.47%	5/7/2028	365,653		365,653		365,653		1.40
Belfor Holdings, Inc.	(8)	SOFR +	4.00%	9.43%	4/6/2026	4,873		4,884		4,883		0.02
CFS Brands, LLC	(4)(7)(11)	SOFR +	6.00%	11.31%	10/2/2030	201,608		196,753		196,753		0.75
DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	4.75%	10.07%	3/31/2028	8,088		8,023		8,038		0.03
DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	3.75%	9.18%	3/31/2028	37,784		37,814		37,205		0.14
Divisions Holding Corp.	(10)	SOFR +	4.75%	10.18%	5/27/2028	9,721		9,651		9,690		0.04
EAB Global, Inc.	(9)	SOFR +	3.50%	8.87%	8/16/2028	4,913		4,895		4,885		0.02
Foundational Education Group, Inc.	(9)	SOFR +	4.25%	9.88%	8/31/2028	8,983		8,920		8,436		0.03
Garda World Security Corp.	(6)(8)	SOFR +	4.25%	9.75%	10/30/2026	12,000		12,023		12,012		0.05
Garda World Security Corp.	(6)(8)	SOFR +	4.25%	9.75%	2/1/2029	9,120		9,051		9,130		0.03
Iris Buyer, LLC	(4)(7)(11)	SOFR +	6.25%	11.64%	10/2/2030	55,093		53,253		53,145		0.20
Java Buyer, Inc.	(4)(10)	SOFR +	5.75%	11.26%	12/15/2027	133,893		132,016		132,555		0.51
Java Buyer, Inc.	(4)(7)(10)	SOFR +	5.75%	11.22%	12/15/2027	48,952		47,972		48,015		0.18
JSS Holdings, Inc.	(4)(10)	SOFR +	6.00%	11.50%	12/18/2028	45,687		45,267		45,687		0.17
JSS Holdings, Inc.	(4)(10)	SOFR +	6.00%	11.31%	12/17/2028	238,655		235,976		238,655		0.91
Knowledge Pro Buyer, Inc.	(4)(7)(10)	SOFR +	5.75%	11.17%	12/10/2027	51,094		50,310		50,994		0.20
Knowledge Pro Buyer, Inc.	(4)(7)(10)	P +	4.75%	13.25%	12/10/2027	5,028		4,903		5,028		0.02
KPSKY Acquisition, Inc.	(4)(10)(18)	SOFR +	5.60%	10.97%	10/19/2028	47,082		46,402		47,082		0.18
KPSKY Acquisition, Inc.	(4)(10)(18)	SOFR +	5.60%	10.88%	10/19/2028	20,976		20,596		20,976		0.08
MaxGen Energy Services Corporation	(4)(7)(11)	SOFR +	5.50%	10.93%	6/2/2027	84,227		82,845		82,115		0.31
Onex Baltimore Buyer, Inc.	(4)(10)(18)	SOFR +	6.00%	10.92%	12/1/2027	187,232		184,607		187,232		0.72
Onex Baltimore Buyer, Inc.	(4)(7)(10)	SOFR +	5.75%	9.94%	12/1/2027	116,735		114,409		115,124		0.44
PECF USS Intermediate Holding III Corp.	(9)	SOFR +	4.25%	9.88%	12/15/2028	24,769		24,787		19,975		0.08

Table of Contents

Blackstone Private Credit Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1) Footnotes Reference Rate and Spread Interest Rate (2)(15) Maturity Date Par Amount/Units (1) Cost (3) Fair Value % of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Containers & Packaging
Ascend Buyer, LLC (4)(7)(10) SOFR + 6.40% 11.79% 10/2/2028 $ 11,473 $ 11,059 $ 11,166 0.05 %
Berlin Packaging, LLC (9) L + 3.75% 9.29% 3/11/2028 15,518 15,500 15,289 0.06
Charter NEX US, Inc. (10) SOFR + 3.75% 8.97% 12/1/2027 16,155 16,198 16,049 0.07
Graham Packaging Co, Inc. (10) SOFR + 3.00% 8.22% 8/4/2027 8,926 8,911 8,882 0.04
LABL, Inc. (9) SOFR + 5.00% 10.20% 10/29/2028 7,036 6,953 6,978 0.03
MAR Bidco Sarl (6)(9) L + 4.30% 9.46% 7/6/2028 3,888 3,874 3,742 0.02
Novolex, Inc. (9) SOFR + 4.18% 9.38% 4/13/2029 17,028 16,662 16,789 0.07
Pretium PKG Holdings, Inc. (9) L + 4.00% 9.51% 10/2/2028 23,531 23,206 17,739 0.07
ProAmpac PG Borrower, LLC (10) SOFR + 3.75% 9.14% 11/3/2025 16,433 16,460 16,289 0.07
Ring Container Technologies Group, LLC (9) SOFR + 3.50% 8.72% 8/12/2028 1,000 996 997 0.00
TricorBraun Holdings, Inc. (9) SOFR + 3.25% 8.47% 3/3/2028 7,144 7,105 6,970 0.03
Trident TPI Holdings, Inc. (9) L + 4.00% 9.54% 9/15/2028 16,057 16,014 15,839 0.07
142,938 136,729 0.58
Distributors
BP Purchaser, LLC (4)(10) SOFR + 5.50% 11.00% 12/10/2028 7,920 7,797 7,801 0.03
Bution Holdco 2, Inc. (4)(11) SOFR + 6.25% 11.45% 10/17/2025 5,661 5,605 5,661 0.02
Dana Kepner Company, LLC (4)(11) SOFR + 6.00% 11.36% 12/29/2027 66,294 65,215 65,963 0.28
Dana Kepner Company, LLC (4)(11) SOFR + 6.00% 11.36% 12/29/2026 14,500 14,330 14,428 0.06
Genuine Cable Group, LLC (4)(10) SOFR + 5.50% 10.70% 11/2/2026 30,108 29,596 29,506 0.12
Marcone Yellowstone Buyer, Inc. (4)(5)(7)(10) SOFR + 6.50% 11.89% 6/23/2028 15,730 15,160 14,872 0.06
Marcone Yellowstone Buyer, Inc. (4)(5)(10) SOFR + 6.25% 11.64% 6/23/2028 26,608 26,230 25,277 0.11
NDC Acquisition Corp. (4)(11) SOFR + 5.75% 11.09% 3/9/2027 21,994 21,622 21,554 0.09
NDC Acquisition Corp. (4)(7)(11) L + 5.75% 11.00% 3/9/2027 514 456 445 0.00
Tailwind Colony Holding Corporation (4)(11) SOFR + 6.60% 11.63% 5/13/2026 998 971 958 0.00
Tailwind Colony Holding Corporation (4)(11) SOFR + 6.60% 11.65% 11/13/2024 18,314 18,152 17,856 0.08
Tailwind Colony Holding Corporation (4)(11) SOFR + 6.50% 11.65% 11/13/2024 55,626 55,007 54,236 0.23
Unified Door & Hardware Group, LLC (4)(11) SOFR + 5.85% 11.09% 6/30/2025 11,851 11,450 11,377 0.05
Unified Door & Hardware Group, LLC (4)(11) SOFR + 5.85% 11.19% 6/30/2025 52,567 52,077 50,464 0.21
323,668 320,398 1.34
Diversified Consumer Services
Ascend Learning, LLC (9) SOFR + 3.50% 8.70% 12/11/2028 20,685 20,334 19,495 0.08
BPPH2 Limited (4)(5)(6)(8) S + 6.87% 11.30% 3/2/2028 GBP 40,700 55,274 51,300 0.22
Cambium Learning Group, Inc. (4)(7)(10) SOFR + 5.50% 10.65% 7/20/2028 953,464 946,581 953,464 4.01
Colibri Group, LLC (10) SOFR + 5.00% 10.39% 3/12/2029 9,897 9,816 9,600 0.04
Dreambox Learning Holding, LLC (4)(5)(10) SOFR + 6.25% 11.63% 12/1/2027 135,213 133,214 125,072 0.53
EM Bidco Limited (6)(9) SOFR + 4.25% 9.59% 7/6/2029 4,148 4,135 4,075 0.02
Go Car Wash Management Corp. (4)(14) SOFR + 6.25% 11.45% 12/31/2026 41,963 41,329 40,913 0.17
Go Car Wash Management Corp. (4)(7)(11) SOFR + 6.25% 11.45% 12/31/2026 48,510 46,205 47,010 0.20
Go Car Wash Management Corp. (4)(7)(11) SOFR + 6.25% 11.45% 12/31/2026 4,447 4,238 4,219 0.02
Groundworks, LLC (4)(7)(11) SOFR + 6.50% 11.65% 3/14/2030 715 691 693 0.00
Pre-Paid Legal Services, Inc. (9) L + 3.75% 8.94% 12/15/2028 15,816 15,708 15,623 0.07
Rinchem Company, LLC (4)(9) SOFR + 4.50% 9.59% 3/2/2029 4,005 3,988 3,779 0.02
Sunshine Cadence Holdco, LLC (4)(7)(10) SOFR + 3.75% 9.09% 3/23/2027 700 682 693 0.00
Sunshine Cadence Holdco, LLC (8) SOFR + 4.25% 9.75% 3/23/2027 39,392 36,996 38,605 0.16
TruGreen Limited Partnership (10) SOFR + 4.00% 9.20% 11/2/2027 5,865 5,891 5,413 0.02
University Support Services, LLC (9) SOFR + 3.25% 8.45% 2/10/2029 9,885 9,845 9,823 0.04
Weld North Education, LLC (9) SOFR + 3.75% 8.97% 12/21/2027 9,279 9,279 9,138 0.04
1,344,206 1,338,915 5.64


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Commercial Services & Supplies (continued)
Polyphase Elevator Holding Co.	(4)(7)(11)	SOFR +	5.50%	10.99%	6/23/2027	$	5,906	$	5,852	$	5,011	0.02	%
Polyphase Elevator Holding Co.	(4)(11)	SOFR +	5.50%	10.84%	6/23/2027	10,359		10,359		8,883		0.03
Recycle & Resource US, LLC	(6)(9)	SOFR +	3.50%	9.15%	7/14/2028	5,128		5,101		4,442		0.02
Revspring, Inc.	(8)	SOFR +	4.00%	9.65%	10/11/2025	15,165		15,101		14,950		0.06
The Action Environmental Group, Inc.	(4)(12)	SOFR +	6.15%	11.55%	1/16/2026	1,534		1,505		1,534		0.01
The Action Environmental Group, Inc.	(4)(12)	SOFR +	6.00%	11.55%	1/16/2026	14,441		14,169		14,441		0.06
The Action Environmental Group, Inc.	(4)(12)	SOFR +	6.15%	11.56%	1/15/2026	3,989		3,940		3,989		0.02
The Action Environmental Group, Inc.	(4)(12)	SOFR +	6.43%	11.80%	1/15/2026	4,441		4,387		4,441		0.02
TRC Companies, Inc (fka Bolt Infrastructure Merger Sub, Inc)	(9)	SOFR +	3.75%	9.18%	12/8/2028	27,139		27,038		26,876		0.10
USIC Holdings, Inc.	(10)	SOFR +	3.50%	8.93%	5/12/2028	24,500		24,418		24,140		0.09
Vaco Holdings, Inc.	(10)	SOFR +	5.00%	10.59%	1/21/2029	9,055		9,021		8,736		0.03
Veregy Consolidated, Inc.	(11)	SOFR +	6.00%	11.63%	11/2/2027	20,183		20,216		17,963		0.07
								1,941,525		1,936,845		7.41
Construction & Engineering
Aegion Corporation	(10)	SOFR +	4.75%	10.18%	5/17/2028	16,022		16,000		15,969		0.06
ASP Endeavor Acquisition, LLC	(4)(9)	SOFR +	6.50%	12.13%	5/3/2027	35,190		34,769		33,167		0.13
Brookfield WEC Holdings, Inc.	(9)	SOFR +	3.75%	9.07%	8/1/2025	2,970		2,900		2,981		0.01
COP Home Services TopCo IV, Inc.	(4)(7)(11)	SOFR +	6.10%	11.47%	12/31/2027	211,646		206,974		211,223		0.81
Peak Utility Services Group, Inc.	(4)(11)	SOFR +	5.00%	10.42%	3/2/2028	23,239		23,098		22,891		0.09
Refficiency Holdings, LLC	(10)	SOFR +	3.75%	9.17%	12/16/2027	11,283		11,221		11,255		0.04
Thermostat Purchaser III, Inc.	(4)(7)(10)	SOFR +	4.50%	10.07%	8/31/2028	46,976		46,129		46,703		0.18
Tutor Perini Corp.	(6)(11)	SOFR +	4.75%	10.18%	8/18/2027	2,599		2,617		2,487		0.01
								343,708		346,676		1.33
Construction Materials
White Cap Buyer, LLC	(9)	SOFR +	3.75%	9.07%	10/19/2027	17,045		17,087		17,033		0.07
Containers & Packaging
Ascend Buyer, LLC	(4)(7)(10)	SOFR +	6.40%	11.94%	10/2/2028	11,444		11,052		11,251		0.04
Berlin Packaging, LLC	(9)	SOFR +	3.75%	9.19%	3/11/2028	15,479		15,462		15,338		0.06
Charter NEX US, Inc.	(10)	SOFR +	3.75%	9.18%	12/1/2027	18,155		18,190		18,015		0.07
Graham Packaging Co, Inc.	(10)	SOFR +	3.00%	8.43%	8/4/2027	8,923		8,910		8,916		0.03
LABL, Inc.	(9)	SOFR +	5.00%	10.42%	10/29/2028	7,018		6,940		7,005		0.03
MAR Bidco Sarl	(6)(9)	SOFR +	3.95%	9.25%	7/6/2028	3,868		3,855		3,733		0.01
Novolex, Inc.	(9)	SOFR +	4.18%	9.59%	4/13/2029	16,985		16,636		16,778		0.06
Pretium PKG Holdings, Inc.	(9)(17)	SOFR +	4.00%	9.53%	10/2/2028	23,471		23,163		14,561		0.06
ProAmpac PG Borrower, LLC	(10)	SOFR +	3.75%	9.39%	11/3/2025	16,363		16,387		16,310		0.06
Ring Container Technologies Group, LLC	(9)	SOFR +	3.50%	8.93%	8/12/2028	995		991		996		0.00
TricorBraun Holdings, Inc.	(9)	SOFR +	3.25%	8.68%	3/3/2028	7,126		7,089		7,004		0.03
Trident TPI Holdings, Inc.	(9)	SOFR +	4.00%	9.65%	9/15/2028	16,017		15,976		15,986		0.06
								144,651		135,893		0.51

Table of Contents


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Distributors
BP Purchaser, LLC	(4)(10)	SOFR +	5.50%	11.17%	12/10/2028	$	7,900	$	7,783	$	7,702	0.03	%
Bution Holdco 2, Inc.	(4)(11)	SOFR +	6.25%	11.72%	10/17/2025	5,661		5,611		5,661		0.02
Dana Kepner Company, LLC	(4)(11)	SOFR +	6.00%	11.55%	12/29/2026	80,588		79,424		80,185		0.31
Genuine Cable Group, LLC	(4)(10)	SOFR +	5.50%	10.92%	11/2/2026	30,031		29,559		29,431		0.11
Marcone Yellowstone Buyer, Inc.	(4)(7)(10)	SOFR +	6.50%	12.04%	6/23/2028	15,691		15,150		14,620		0.06
Marcone Yellowstone Buyer, Inc.	(4)(10)	SOFR +	6.25%	11.64%	6/23/2028	26,456		26,099		24,868		0.10
NDC Acquisition Corp.	(4)(11)	SOFR +	5.75%	11.24%	3/9/2027	21,938		21,592		21,663		0.08
NDC Acquisition Corp.	(4)(7)(11)	SOFR +	5.75%	11.00%	3/9/2027	514		460		471		0.00
Tailwind Colony Holding Corporation	(4)(11)	SOFR +	6.60%	11.97%	5/13/2026	9,182		8,928		8,999		0.03
Tailwind Colony Holding Corporation	(4)(11)	SOFR +	6.60%	11.97%	11/13/2024	18,274		18,143		17,909		0.07
Tailwind Colony Holding Corporation	(4)(11)	SOFR +	6.50%	11.97%	11/13/2024	55,489		54,984		54,379		0.21
Unified Door & Hardware Group, LLC	(4)(11)	SOFR +	5.85%	11.24%	6/30/2025	64,366		63,588		62,435		0.24
								331,321		328,323		1.26
Diversified Consumer Services
Ascend Learning, LLC	(9)	SOFR +	3.50%	8.92%	12/11/2028	20,666		20,332		19,763		0.08
BPPH2 Limited	(4)(6)(8)	S +	6.87%	12.06%	3/2/2028	GBP	40,700	55,323		49,319		0.19
Cambium Learning Group, Inc.	(4)(7)(10)	SOFR +	5.50%	10.93%	7/20/2028	951,139		944,615		951,139		3.64
Colibri Group, LLC	(10)	SOFR +	5.00%	10.45%	3/12/2029	9,872		9,795		9,760		0.04
Dreambox Learning Holding, LLC	(4)(10)	SOFR +	6.25%	11.63%	12/1/2027	135,213		133,328		135,213		0.52
EM Bidco Limited	(6)(9)	SOFR +	4.25%	9.74%	7/6/2029	7,479		7,409		7,410		0.03
Endeavor Schools Holdings LLC	(4)(7)(11)	SOFR +	6.25%	11.56%	7/18/2029	47,535		46,132		46,083		0.18
Go Car Wash Management Corp.	(4)(11)	SOFR +	6.25%	11.67%	12/31/2026	41,856		41,269		40,810		0.16
Go Car Wash Management Corp.	(4)(7)(11)	SOFR +	6.25%	11.45%	12/31/2026	48,475		46,336		46,309		0.18
Groundworks, LLC	(4)(7)(11)	SOFR +	6.50%	11.81%	3/14/2030	751		728		739		0.00
Pre-Paid Legal Services, Inc.	(9)	SOFR +	3.50%	8.93%	12/15/2028	15,776		15,674		15,648		0.06
Spring Education Group, Inc.	(4)(8)	SOFR +	4.50%	9.89%	9/29/2030	13,785		13,613		13,613		0.05
Sunshine Cadence Holdco, LLC	(4)(7)(10)	SOFR +	6.50%	11.80%	3/23/2027	800		781		800		0.00
Sunshine Cadence Holdco, LLC	(4)(8)	SOFR +	4.25%	9.90%	3/23/2027	39,291		37,063		38,309		0.15
TruGreen Limited Partnership	(10)	SOFR +	4.00%	9.42%	11/2/2027	1,446		1,452		1,378		0.01
University Support Services, LLC	(9)	SOFR +	3.25%	8.67%	2/10/2029	9,860		9,822		9,791		0.04
Weld North Education, LLC	(9)	SOFR +	3.75%	9.18%	12/21/2027	15,242		15,199		14,974		0.06
								1,398,871		1,401,058		5.39

Table of Contents


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Diversified Financial Services
Barbri Holdings, Inc.	(4)(10)	SOFR +	5.75%	11.17%	4/28/2028	$	128,095	$	126,493	$	126,173	0.48	%
Comet Acquisition, Inc.	(9)	SOFR +	4.25%	9.77%	10/24/2025	15,710		15,570		15,681		0.06
Lereta, LLC	(10)	SOFR +	5.00%	10.43%	7/30/2028	29,232		29,029		23,849		0.09
Mitchell International, Inc.	(9)	SOFR +	3.75%	9.18%	10/15/2028	66,540		65,967		65,561		0.25
More Cowbell II, LLC	(4)(7)(10)	SOFR +	6.25%	11.73%	9/1/2030	19,991		19,470		19,464		0.07
More Cowbell II, LLC	(4)(7)(10)	SOFR +	6.25%	11.73%	9/1/2029	557		488		487		0.00
Polaris Newco, LLC	(9)	SOFR +	4.00%	9.43%	6/2/2028	32,920		32,639		31,603		0.12
Sedgwick Claims Management Services, Inc.	(6)(8)	SOFR +	3.75%	9.07%	2/24/2028	5,225		5,179		5,221		0.02
SelectQuote, Inc.	(4)(5)(10)	SOFR +	8.00%	13.43% (incl. 2.00% PIK)	11/5/2024	272,458		272,176		245,212		0.94
								567,011		533,251		2.03
Diversified Telecommunication Services
Numericable US, LLC	(6)(8)	SOFR +	5.50%	10.81%	8/15/2028	22,694		22,290		20,609		0.08
Point Broadband Acquisition, LLC	(4)(11)	SOFR +	6.00%	11.37%	10/1/2028	159,145		156,302		159,145		0.61
Point Broadband Acquisition, LLC	(4)(11)	SOFR +	6.00%	11.51%	10/1/2028	72,554		71,306		72,554		0.28
Zacapa, LLC	(6)(9)	SOFR +	4.00%	9.39%	3/22/2029	6,036		6,027		6,002		0.02
								255,925		258,310		0.99
Electric Utilities
Qualus Power Services Corp.	(4)(11)	SOFR +	5.00%	10.52%	3/26/2027	50,581		49,884		48,810		0.19
Qualus Power Services Corp.	(4)(7)(11)	SOFR +	5.75%	11.17%	3/26/2027	18,979		18,120		18,249		0.07
Tiger Acquisition, LLC	(4)(6)(9)	SOFR +	3.25%	8.67%	6/1/2028	2,000		1,985		1,979		0.01
								69,989		69,038		0.27
Electrical Equipment
Emergency Power Holdings, LLC	(4)(7)(11)	SOFR +	5.50%	10.89%	8/17/2028	198,286		195,230		197,792		0.76
Madison IAQ, LLC	(9)	SOFR +	3.25%	8.69%	6/21/2028	40,146		39,798		39,561		0.15
Shoals Holdings, LLC	(4)(11)	SOFR +	5.75%	11.27%	11/25/2026	11,176		11,025		11,176		0.04
								246,053		248,529		0.95
Electronic Equipment, Instruments & Components
Albireo Energy, LLC	(4)(11)	SOFR +	6.00%	11.50%	12/23/2026	25,320		25,045		22,915		0.09
Albireo Energy, LLC	(4)(11)	SOFR +	6.00%	11.45%	12/23/2026	1,949		1,937		1,764		0.01
Albireo Energy, LLC	(4)(11)	SOFR +	6.00%	11.37%	12/23/2026	7,600		7,549		6,878		0.03
CPI Intermediate Holdings Inc	(4)(7)(10)	SOFR +	5.50%	10.87%	10/8/2029	463,359		453,962		450,660		1.72
Infinite Bidco, LLC	(9)	SOFR +	3.75%	9.18%	3/2/2028	11,991		11,973		11,796		0.05
Presidio, Inc.	(8)	SOFR +	3.50%	8.97%	1/22/2027	2,181		2,182		2,181		0.01
								502,648		496,194		1.91

Table of Contents

Blackstone Private Credit Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1) Footnotes Reference Rate and Spread Interest Rate (2)(15) Maturity Date Par Amount/Units (1) Cost (3) Fair Value % of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Energy Equipment & Services
Abaco Energy Technologies, LLC (4)(13) L + 7.00% 12.15% 10/4/2024 $ 5,691 $ 5,542 $ 5,691 0.02 %
EnergySolutions, LLC (11) L + 3.75% 9.29% 5/9/2025 4,448 4,448 4,379 0.02
ISQ Hawkeye Holdco, Inc. (4)(7)(10) SOFR + 6.25% 11.38% 8/17/2029 8,489 8,281 8,386 0.04
Tetra Technologies, Inc. (4)(6)(11) SOFR + 6.25% 11.45% 9/10/2025 22,793 22,211 22,793 0.10
40,482 41,249 0.18
Entertainment
CE Intermediate I, LLC (4)(9) L + 4.00% 8.84% 11/10/2028 7,681 7,622 7,565 0.03
Recorded Books, Inc. (8) SOFR + 4.00% 9.14% 8/29/2025 11,815 11,827 11,828 0.05
19,449 19,393 0.08
Food Products
Quantum Bidco, Ltd. (6)(8) S + 5.93% 10.85% 1/29/2028 GBP 18,500 24,679 21,149 0.09
Snacking Investments US, LLC (6)(11) SOFR + 4.00% 9.10% 12/18/2026 4,906 4,930 4,892 0.02
29,609 26,041 0.11
Ground Transportation
Quality Distribution LLC (4)(7)(11) SOFR + 6.75% 11.92% 6/30/2028 622 600 599 0.00
Quality Distribution LLC (4)(5)(7)(11) L + 5.25% 11.58% 7/1/2028 6,909 6,627 6,193 0.03
7,227 6,792 0.03
Health Care Equipment & Supplies
Advancing Eyecare Center, Inc. (4)(7)(9) SOFR + 5.75% 11.14% 6/13/2029 25,253 24,673 24,506 0.10
Auris Luxembourg III Sarl (6)(7)(8) L + 3.75% 9.12% 2/27/2026 34,353 33,946 32,279 0.14
CPI Buyer, LLC (4)(7)(10) SOFR + 5.50% 11.03% 11/1/2028 171,091 168,247 164,524 0.69
Egrotron Acquisition, LLC (4)(10) SOFR + 5.75% 10.95% 7/6/2028 67,448 66,321 65,931 0.28
GCX Corporation Buyer, LLC (4)(5)(10) SOFR + 5.50% 10.68% 9/13/2028 194,535 191,642 190,644 0.80
GCX Corporation Buyer, LLC (4)(5)(7)(10) SOFR + 5.50% 10.73% 9/13/2028 49,253 48,386 48,087 0.20
Natus Medical Incorporated (4)(9) SOFR + 5.50% 10.89% 7/20/2029 49,750 46,722 45,770 0.19
Natus Medical Incorporated (4)(7)(9) SOFR + 4.75% 9.95% 7/21/2027 3,463 3,348 2,767 0.01
Resonetics, LLC (10) L + 4.00% 9.10% 4/28/2028 39,001 38,220 37,989 0.16
Resonetics, LLC (10) L + 4.00% 9.10% 4/11/2029 27,372 26,840 26,662 0.11
Sunshine Luxembourg VII S.à r.l, LLC (6)(10) SOFR + 3.75% 9.09% 10/1/2026 13,836 13,866 13,784 0.06
662,211 652,943 2.74
Health Care Providers & Services
123Dentist, Inc. (4)(6)(7)(10) C + 5.50% 10.65% 8/10/2029 CAD 205,798 156,372 146,207 0.61
ACI Group Holdings, Inc. (4)(5)(7)(10) SOFR + 5.75% 10.95% (incl. 1.25% PIK) 8/2/2028 99,669 97,651 97,461 0.41
ADCS Clinics Intermediate Holdings, LLC (4)(7)(11) L + 6.50% 11.87% 5/7/2027 11,816 11,595 11,498 0.05
ADCS Clinics Intermediate Holdings, LLC (4)(11) SOFR + 6.50% 11.94% 5/7/2027 8,671 8,572 8,541 0.04
ADMI Corp. (9) SOFR + 3.75% 8.97% 12/23/2027 46,282 46,067 43,370 0.18
Amerivet Partners Management, Inc. (4)(5)(7)(10) SOFR + 5.50% 10.89% 2/25/2028 26,857 25,983 24,908 0.10
AMGH Holding Corp. (11) SOFR + 4.25% 9.47% 3/14/2025 11,554 11,565 6,557 0.03
Canadian Hospital Specialties Ltd. (4)(5)(6)(11) C + 4.50% 9.87% 4/14/2028 CAD 14,896 11,789 13,768 0.06
Canadian Hospital Specialties Ltd. (4)(5)(6)(7)(10) C + 4.86% 10.45% 4/15/2027 CAD 4,523 3,486 3,226 0.01
Caramel Bidco Limited (4)(5)(6)(7)(8) S + 6.00% 10.43% 2/24/2029 GBP 60,000 78,306 71,840 0.30
Caramel Bidco Limited (4)(5)(6)(8) E + 6.00% 9.78% 2/24/2024 EUR 14,000 15,580 14,435 0.06
Caramel Bidco Limited (4)(5)(6)(8) SOFR + 6.00% 11.05% 2/24/2024 6,125 6,472 5,788 0.02

~~Table of Contents~~

Blackstone Private Credit Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1) Footnotes Reference Rate and Spread Interest Rate (2)(15) Maturity Date Par Amount/Units (1) Cost (3) Fair Value % of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Health Care Providers & Services (continued)
CCBlue Bidco, Inc. (4)(7)(10) L + 6.25% 11.41% (incl. 2.75% PIK) 12/21/2028 $ 503,675 $ 495,579 $ 466,483 1.96 %
Covenant Surgical Partners, Inc. (8) SOFR + 4.00% 8.82% 7/1/2026 2,938 2,909 2,299 0.01
DCA Investment Holdings, LLC (4)(10) SOFR + 6.41% 11.65% 4/3/2028 25,543 25,389 24,968 0.10
DCA Investment Holdings, LLC (4)(7)(10) SOFR + 6.50% 11.74% 4/3/2028 5,240 5,032 5,050 0.02
Epoch Acquisition, Inc. (4)(11) SOFR + 6.00% 11.15% 10/4/2026 28,941 28,941 28,796 0.12
Global Medical Response, Inc. (11) L + 4.25% 9.44% 10/2/2025 34,116 34,170 19,361 0.08
Gordian Medical, Inc. (10) SOFR + 6.25% 11.75% 1/31/2027 31,604 30,921 22,637 0.10
Heartland Dental, LLC (8) SOFR + 4.00% 9.20% 4/30/2025 1,866 1,863 1,850 0.01
Jayhawk Buyer, LLC (4)(7)(11) SOFR + 5.00% 10.35% 10/15/2026 273,631 270,072 268,158 1.13
LifePoint Health, Inc. (8) L + 3.75% 9.02% 11/16/2025 15,504 15,469 14,397 0.06
Medical Knowledge Group, LLC (4)(10) SOFR + 5.75% 10.94% 2/1/2029 184,683 181,473 182,374 0.77
Midwest Physician Administrative Services, LLC (10) L + 3.25% 8.79% 3/12/2028 19,084 19,022 17,639 0.07
National Mentor Holdings, Inc. (10) SOFR + 3.75% 9.09% 3/2/2028 11,141 11,132 8,478 0.04
Navigator Acquiror, Inc. (4)(9) SOFR + 5.75% 10.93% (incl. 5.59% PIK) 7/16/2027 397,819 395,329 387,874 1.63
Navigator Acquiror, Inc. (4)(7)(9) SOFR + 5.75% 10.63% 7/16/2027 47,368 47,162 46,184 0.19
NMSC Holdings, Inc. (10) SOFR + 5.25% 10.45% 2/23/2029 3,905 3,868 2,735 0.01
Odyssey Holding Company, LLC (4)(11) SOFR + 5.75% 10.98% 11/16/2025 50,082 49,820 50,081 0.21
Odyssey Holding Company, LLC (4)(11) SOFR + 5.75% 11.00% 11/16/2025 9,357 9,357 9,357 0.04
Odyssey Holding Company, LLC (4)(11) SOFR + 5.75% 10.95% 11/16/2025 4,211 4,211 4,211 0.02
Onex TSG Intermediate Corp. (6)(10) SOFR + 4.75% 10.06% 2/28/2028 22,906 22,772 20,472 0.09
Pathway Vet Alliance, LLC (8) L + 3.75% 8.94% 3/31/2027 30,543 30,365 27,056 0.11
Pediatric Associates Holding Co., LLC (7)(9) SOFR + 3.25% 8.47% 12/29/2028 419 405 411 0.00
PetVet Care Centers, LLC (10) L + 3.50% 8.69% 2/14/2025 54,122 54,103 53,121 0.22
Phoenix Guarantor, Inc. (8) SOFR + 3.50% 8.60% 3/5/2026 7,964 7,964 7,886 0.03
Plasma Buyer, LLC (4)(7)(10) SOFR + 5.75% 10.99% 5/12/2029 91,035 88,979 81,829 0.34
PPV Intermediate Holdings, LLC (4)(7)(10) SOFR + 5.75% 11.01% 8/31/2029 126,926 124,614 125,558 0.53
PSKW Intermediate, LLC (4)(11) SOFR + 6.25% 11.45% 3/9/2026 14,229 14,229 14,229 0.06
Radnet, Inc. (6)(10) SOFR + 3.00% 8.22% 4/21/2028 4,826 4,809 4,822 0.02
Smile Doctors, LLC (4)(7)(10) SOFR + 5.75% 11.09% 12/23/2028 466,316 459,003 457,815 1.92
Smile Doctors, LLC (4)(10) SOFR + 5.90% 11.14% 12/23/2028 22,702 20,120 19,397 0.08
Smile Doctors, LLC (4)(7)(10) P + 5.75% 13.00% 12/23/2027 2,078 1,302 1,039 0.00
Snoopy Bidco, Inc. (4)(7)(10) L + 6.00% 11.50% 6/1/2028 623,786 615,534 593,411 2.49
SpecialtyCare, Inc. (4)(5)(7)(11) L + 5.75% 10.93% 6/18/2028 69,184 67,545 64,712 0.27
Stepping Stones Healthcare Services, LLC (4)(7)(10) SOFR + 5.75% 11.09% 1/2/2029 157,904 155,626 152,196 0.64
Stepping Stones Healthcare Services, LLC (4)(7)(10) SOFR + 5.75% 11.00% 12/30/2026 4,500 4,185 3,713 0.02
Surgery Centers Holdings, Inc. (6)(10) L + 3.75% 8.90% 8/31/2026 9,435 9,430 9,434 0.04
The Fertility Partners, Inc. (4)(5)(6)(10) C + 5.75% 10.76% 3/16/2028 CAD 137,447 106,329 93,975 0.39
The Fertility Partners, Inc. (4)(5)(6)(7)(10) C + 5.75% 10.79% 9/16/2027 CAD 8,688 6,665 5,793 0.02
The Fertility Partners, Inc. (4)(5)(6)(7)(10) L + 5.75% 10.90% 3/16/2028 46,352 45,682 41,785 0.18
The GI Alliance Management, LLC (4)(11) SOFR + 6.25% 11.45% 9/15/2028 259,797 253,022 257,199 1.08
The GI Alliance Management, LLC (4)(11) SOFR + 6.25% 11.55% 9/15/2028 56,115 54,653 55,554 0.23


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Energy Equipment & Services
Abaco Energy Technologies, LLC	(4)(13)	SOFR +	7.00%	12.41%	10/4/2024	$	4,824	$	4,724	$	4,824	0.02	%
ISQ Hawkeye Holdco, Inc.	(4)(5)(7)(10)	SOFR +	6.00%	11.38%	8/17/2029	8,468		8,269		8,438		0.03
Tetra Technologies, Inc.	(4)(6)(11)	SOFR +	6.25%	11.67%	9/10/2025	22,793		22,278		22,793		0.09
								35,271		36,055		0.14
Entertainment
CE Intermediate I, LLC	(9)	SOFR +	3.50%	9.02%	11/10/2028	7,661		7,605		7,592		0.03
Recorded Books, Inc.	(8)	SOFR +	4.00%	9.32%	8/29/2025	6,787		6,793		6,797		0.03
								14,398		14,389		0.06
Food Products
Quantum Bidco, Ltd.	(6)(8)	S +	5.75%	11.22%	1/29/2028	GBP	18,500	24,714		20,662		0.08
Snacking Investments US, LLC	(6)(11)	SOFR +	4.00%	9.32%	12/18/2026	4,894		4,915		4,896		0.02
								29,629		25,558		0.10
Ground Transportation
Quality Distribution LLC	(4)(7)(11)	SOFR +	6.75%	12.08%	6/30/2028	675		531		261		0.00
Quality Distribution LLC	(4)(11)	SOFR +	6.38%	11.81%	7/1/2028	6,891		6,752		6,754		0.03
								7,283		7,015		0.03
Health Care Equipment & Supplies
Advancing Eyecare Center, Inc.	(4)(7)(9)	SOFR +	5.75%	11.29%	6/13/2029	25,126		24,574		24,234		0.09
Auris Luxembourg III Sarl	(6)(7)(8)	L +	3.75%	9.12%	2/27/2026	10,001		9,976		9,598		0.04
Bamboo US BidCo LLC	(4)(6)(7)(11)	SOFR +	6.00%	11.32%	9/30/2030	30,134		28,971		28,971		0.11
Bamboo US BidCo LLC	(4)(6)(11)	E +	6.00%	9.86%	9/30/2030	EUR	70,854	72,768		72,767		0.28
CPI Buyer, LLC	(4)(7)(10)	SOFR +	5.50%	11.18%	11/1/2028	170,770		168,076		164,214		0.63
Egrotron Acquisition, LLC	(4)(10)	SOFR +	5.75%	11.17%	7/6/2028	67,196		66,129		66,524		0.25
GCX Corporation Buyer, LLC	(4)(10)	SOFR +	5.50%	10.92%	9/13/2028	194,040		191,294		190,159		0.73
GCX Corporation Buyer, LLC	(4)(10)	SOFR +	5.50%	11.02%	9/13/2028	49,129		48,526		48,146		0.18
Natus Medical Incorporated	(4)(9)	SOFR +	5.50%	11.04%	7/20/2029	49,625		46,730		46,648		0.18
Natus Medical Incorporated	(4)(7)(9)	SOFR +	4.75%	10.18%	7/21/2027	3,463		3,356		2,892		0.01
Resonetics, LLC	(10)	SOFR +	4.00%	9.63%	4/28/2028	66,135		65,400		65,131		0.25
Sunshine Luxembourg VII S.à r.l, LLC	(6)(10)	SOFR +	3.75%	9.24%	10/1/2026	13,800		13,828		13,795		0.05
								739,628		733,079		2.80
Health Care Providers & Services
123Dentist, Inc.	(4)(6)(7)(10)	C +	5.50%	10.88%	8/10/2029	CAD	207,196	157,502		143,807		0.55
ACI Group Holdings, Inc.	(4)(7)(10)	SOFR +	5.50%	10.92% (incl. 1.25% PIK)	8/2/2028	107,587		105,214		105,663		0.40
ADCS Clinics Intermediate Holdings, LLC	(4)(7)(11)	SOFR +	6.50%	11.87%	5/7/2027	11,876		11,717		11,695		0.04
ADCS Clinics Intermediate Holdings, LLC	(4)(11)	SOFR +	6.50%	11.90%	5/7/2027	8,669		8,577		8,583		0.03
ADCS Clinics Intermediate Holdings, LLC	(4)(7)(11)	SOFR +	6.50%	11.95%	5/7/2026	669		628		591		0.00
ADMI Corp.	(9)	SOFR +	3.75%	9.18%	12/23/2027	46,164		45,962		43,180		0.17
Amerivet Partners Management, Inc.	(4)(5)(7)(10)	SOFR +	5.50%	11.04%	2/25/2028	30,137		29,300		28,402		0.11
AMGH Holding Corp.	(11)	SOFR +	4.25%	9.88%	3/14/2025	11,524		11,533		8,096		0.03
Canadian Hospital Specialties Ltd.	(4)(6)(11)	C +	4.50%	9.87%	4/14/2028	CAD	10,169	8,049		7,447		0.03
Canadian Hospital Specialties Ltd.	(4)(6)(7)(10)	C +	4.50%	9.88%	4/15/2027	CAD	4,883	3,803		7,058		0.03
Canadian Hospital Specialties Ltd.	(4)(6)(11)	C +	4.50%	10.01%	4/14/2028	CAD	4,689	3,716		3,426		0.01

Table of Contents

Blackstone Private Credit Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1) Footnotes Reference Rate and Spread Interest Rate (2)(15) Maturity Date Par Amount/Units (1) Cost (3) Fair Value % of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Health Care Providers & Services (continued)
TTF Holdings, LLC (10) L + 4.00% 9.25% 3/31/2028 $ 4,006 $ 3,986 $ 4,009 0.02 %
U.S. Anesthesia Partners, Inc. (9) L + 4.25% 9.42% 10/1/2028 38,431 38,335 36,191 0.15
UMP Holdings, LLC (4)(10) SOFR + 5.50% 10.41% 7/15/2028 9,645 9,484 9,308 0.04
UMP Holdings, LLC (4)(7)(10) SOFR + 5.50% 10.56% 7/15/2028 12,603 12,497 12,117 0.05
Unified Physician Management, LLC (4)(7)(9) SOFR + 5.25% 10.35% 6/18/2029 888,285 888,285 888,285 3.73
US Oral Surgery Management Holdco, LLC (4)(10) L + 6.00% 11.38% 11/18/2027 127,120 125,262 121,082 0.51
US Oral Surgery Management Holdco, LLC (4)(7)(11) L + 6.00% 11.48% 11/18/2027 54,163 53,277 50,976 0.21
Veonet GmbH (6)(8) S + 5.25% 10.18% 3/14/2029 GBP 170,000 218,826 207,912 0.87
WHCG Purchaser III, Inc. (4)(5)(10) SOFR + 5.75% 11.25% 6/22/2028 103,440 102,041 79,298 0.33
WHCG Purchaser III, Inc. (4)(5)(7)(10) SOFR + 5.75% 11.25% 6/22/2026 12,455 12,306 9,240 0.04
5,716,792 5,520,356 23.15
Health Care Technology
athenahealth, Inc. (7)(9) SOFR + 3.50% 8.59% 2/15/2029 36,745 36,391 35,304 0.15
Caerus US 1, Inc. (4)(6)(10) SOFR + 5.50% 10.74% 5/25/2029 389,532 382,967 381,742 1.60
Caerus US 1, Inc. (4)(6)(7)(10) SOFR + 5.75% 10.99% 5/25/2029 86,596 84,929 85,604 0.36
Caerus US 1, Inc. (4)(6)(7)(10) SOFR + 5.75% 10.85% 5/25/2029 30,271 28,913 29,176 0.12
Color Intermediate LLC (4)(10) SOFR + 5.50% 10.84% 10/4/2029 370,709 362,352 367,002 1.54
Edifecs, Inc. (4)(10) SOFR + 5.50% 10.84% 9/21/2026 51,606 50,944 51,606 0.22
Edifecs, Inc. (4)(10) SOFR + 5.50% 10.74% 9/21/2026 70,040 69,084 70,040 0.29
Edifecs, Inc. (4)(11) SOFR + 7.00% 12.34% 9/21/2026 29,210 29,125 29,502 0.12
GI Ranger Intermediate, LLC (4)(7)(10) SOFR + 5.75% 11.14% 10/29/2028 97,675 96,101 95,799 0.40
GI Ranger Intermediate, LLC (4)(7)(10) SOFR + 5.75% 11.14% 10/29/2027 4,320 4,164 4,158 0.02
Imprivata, Inc. (9) SOFR + 3.75% 8.97% 12/1/2027 2,033 2,037 1,997 0.01
Netsmart Technologies, Inc. (10) SOFR + 4.00% 9.22% 10/1/2027 13,037 13,086 12,996 0.05
NMC Crimson Holdings, Inc. (4)(10) L + 6.00% 11.04% 3/1/2028 71,173 69,750 70,462 0.30
NMC Crimson Holdings, Inc. (4)(7)(10) SOFR + 6.00% 11.41% 3/1/2028 4,815 4,614 4,554 0.02
Project Ruby Ultimate Parent Corp. (10) SOFR + 3.25% 8.47% 3/10/2028 4,705 4,686 4,608 0.02
RPBLS Midco, LLC (4)(10) SOFR + 5.75% 10.74% 4/1/2028 165,985 163,622 165,985 0.70
Verscend Holding Corp. (8) SOFR + 4.00% 9.22% 8/27/2025 30,324 30,361 30,353 0.13
Waystar Technologies, Inc. (8) SOFR + 4.00% 9.22% 10/22/2026 12,353 12,366 12,337 0.05
1,445,492 1,453,225 6.10
Hotels, Restaurants & Leisure
Alterra Mountain Company (9) L + 3.50% 8.69% 8/17/2028 6,209 6,218 6,207 0.03
Century Casinos, Inc. (6)(10) SOFR + 6.00% 11.26% 4/2/2029 43,450 42,731 41,929 0.18
Fertitta Entertainment, LLC (9) SOFR + 4.00% 9.10% 1/27/2029 13,529 13,523 13,378 0.06
Flynn Restaurant Group LP (9) SOFR + 4.25% 9.47% 12/1/2028 7,605 7,552 7,524 0.03
IRB Holding Corp. (10) SOFR + 3.00% 8.20% 12/15/2027 15,682 15,682 15,594 0.07
Mic Glen, LLC (9) SOFR + 3.25% 8.47% 7/21/2028 21,468 21,379 21,122 0.09
Scientific Games Holdings LP (9) SOFR + 3.50% 8.42% 4/4/2029 10,372 10,349 10,261 0.04
Tacala Investment Corp. (10) L + 3.50% 8.69% 2/5/2027 38,672 38,702 38,121 0.16
Twin River Worldwide Holdings, Inc. (6)(9) L + 3.25% 8.40% 10/2/2028 9,676 9,631 9,474 0.04
Whatabrands LLC (9) L + 3.25% 8.47% 8/3/2028 5,486 5,437 5,461 0.02
171,204 169,071 0.72
Household Durables
AI Aqua Merger Sub, Inc. (6)(9) SOFR + 3.75% 8.90% 7/31/2028 32,844 32,466 32,285 0.14
Industrial Conglomerates
Bettcher Industries, Inc. (9) SOFR + 4.00% 9.10% 12/14/2028 11,174 11,087 10,888 0.05
CEP V Investment 11 Sarl (4)(6)(7)(10) SA + 6.45% 7.89% 2/11/2028 CHF 47,449 43,967 51,873 0.22


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Health Care Providers & Services (continued)
Caramel Bidco Limited	(4)(6)(8)	S +	6.00%	10.43%	2/24/2029	GBP	60,000	$	78,406	$	69,248	0.26	%
Caramel Bidco Limited	(4)(6)(8)	S +	6.00%	11.19%	2/24/2029	GBP	2,265	3,007		2,613		0.01
Caramel Bidco Limited	(4)(6)(8)	E +	6.00%	9.78%	2/24/2029	EUR	14,000	15,603		13,998		0.05
Caramel Bidco Limited	(4)(6)(8)	SOFR +	6.00%	11.30%	2/24/2029	$	6,125	6,338		5,788		0.02
CCBlue Bidco, Inc.	(4)(7)(10)	SOFR +	6.25%	11.60% (incl. 2.75% PIK)	12/21/2028	505,844		498,149		468,499		1.79
Covenant Surgical Partners, Inc.	(8)	SOFR +	4.00%	9.37%	7/1/2026	2,932		2,901		2,404		0.01
DCA Investment Holdings, LLC	(4)(10)	SOFR +	6.41%	11.80%	4/3/2028	8,379		8,299		8,232		0.03
DCA Investment Holdings, LLC	(4)(7)(10)	SOFR +	6.50%	11.87%	4/3/2028	9,899		9,644		9,724		0.04
DCA Investment Holdings, LLC	(4)(10)	SOFR +	6.41%	11.65%	4/3/2028	17,097		17,032		16,798		0.06
Epoch Acquisition, Inc.	(4)(11)	SOFR +	6.00%	11.55%	10/4/2026	28,899		28,899		28,610		0.11
Global Medical Response, Inc.	(11)	SOFR +	4.25%	9.78%	10/2/2025	34,028		34,077		23,905		0.09
Jayhawk Buyer, LLC	(4)(11)	SOFR +	5.00%	10.50%	10/15/2026	272,929		269,648		264,741		1.01
LifePoint Health, Inc.	(8)	SOFR +	3.75%	9.38%	11/16/2025	14,539		14,513		14,532		0.06
Medical Knowledge Group, LLC	(4)(10)	SOFR +	5.75%	11.17%	2/1/2029	162,472		159,994		161,253		0.62
Medical Knowledge Group, LLC	(4)(10)	SOFR +	5.75%	11.27%	2/1/2029	21,745		21,165		21,582		0.08
Midwest Physician Administrative Services, LLC	(10)	SOFR +	3.25%	8.90%	3/12/2028	19,036		18,977		17,925		0.07
Navigator Acquiror, Inc.	(4)(9)	SOFR +	5.75%	11.17% (incl. 5.71% PIK)	7/16/2027	402,181		399,856		390,116		1.49
Navigator Acquiror, Inc.	(4)(7)(9)	SOFR +	5.75%	11.18% (incl. 5.72% PIK)	7/16/2027	63,273		62,983		61,374		0.23
Odyssey Holding Company, LLC	(4)(11)	SOFR +	5.75%	11.13%	11/16/2025	59,439		59,205		59,439		0.23
Odyssey Holding Company, LLC	(4)(11)	SOFR +	5.75%	11.14%	11/16/2025	4,211		4,211		4,211		0.02
Onex TSG Intermediate Corp.	(6)(10)	SOFR +	4.75%	10.38%	2/28/2028	22,848		22,721		21,340		0.08
Pathway Vet Alliance, LLC	(8)	SOFR +	3.75%	9.18%	3/31/2027	30,465		30,299		28,557		0.11
Pediatric Associates Holding Co., LLC	(9)	SOFR +	3.25%	8.57%	12/29/2028	6,263		6,211		6,118		0.02
PetVet Care Centers, LLC	(10)	SOFR +	3.50%	8.92%	2/14/2025	53,982		53,965		53,813		0.21
Phoenix Guarantor, Inc.	(8)	SOFR +	3.50%	8.93%	3/5/2026	7,804		7,804		7,777		0.03
Plasma Buyer, LLC	(4)(7)(10)	SOFR +	5.75%	11.14%	5/12/2029	90,805		89,067		84,438		0.32
Plasma Buyer, LLC	(4)(7)(10)	SOFR +	5.75%	11.14%	5/12/2028	2,893		2,671		1,917		0.01
PPV Intermediate Holdings, LLC	(4)(7)(10)	SOFR +	5.75%	11.17%	8/31/2029	126,926		124,683		125,533		0.48
PSKW Intermediate, LLC	(4)(11)	SOFR +	6.25%	11.67%	3/9/2026	14,192		14,192		14,192		0.05
Radnet, Inc.	(6)(10)	SOFR +	3.00%	8.43%	4/21/2028	4,813		4,798		4,813		0.02
Smile Doctors, LLC	(4)(7)(10)	SOFR +	5.90%	11.15%	12/23/2028	487,769		479,833		476,974		1.82
Smile Doctors, LLC	(4)(7)(10)	SOFR +	5.90%	11.20%	12/23/2028	22,631		20,213		19,411		0.07
Snoopy Bidco, Inc.	(4)(7)(10)	SOFR +	6.75%	12.65%	6/1/2028	623,786		616,195		594,948		2.28
SpecialtyCare, Inc.	(4)(7)(11)	L +	5.75%	11.28%	6/18/2028	68,064		66,588		65,474		0.25
SpecialtyCare, Inc.	(4)(7)(11)	SOFR +	5.75%	11.32%	6/18/2028	589		517		339		0.00

Table of Contents

Blackstone Private Credit Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1) Footnotes Reference Rate and Spread Interest Rate (2)(15) Maturity Date Par Amount/Units (1) Cost (3) Fair Value % of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Industrial Conglomerates (continued)
Engineered Machinery Holdings, Inc. (10) L + 3.50% 9.04% 5/19/2028 $ 8,936 $ 8,913 $ 8,779 0.04 %
Excelitas Technologies Corp. (4)(8) E + 5.75% 9.05% 8/13/2029 EUR 25,197 25,413 26,940 0.11
Excelitas Technologies Corp. (4)(7)(10) SOFR + 5.75% 10.94% 8/13/2029 162,750 159,860 159,303 0.67
Excelitas Technologies Corp. (4)(7)(10) SOFR + 5.50% 11.00% 8/12/2028 7,784 7,532 7,489 0.03
FCG Acquisitions, Inc. (9) L + 3.75% 8.91% 3/31/2028 23,058 22,977 22,753 0.10
SPX Flow, Inc. (9) SOFR + 4.50% 9.70% 4/5/2029 8,549 8,235 8,460 0.04
Vertical US Newco, Inc. (6)(9) L + 3.50% 8.60% 7/30/2027 17,796 17,847 17,681 0.07
Victory Buyer, LLC (9) SOFR + 3.75% 9.26% 11/19/2028 22,748 22,667 20,658 0.09
328,498 334,824 1.42
Insurance
Acrisure LLC (9) L + 4.25% 9.44% 2/15/2027 2,247 2,224 2,207 0.01
Alera Group, Inc. (4)(10) SOFR + 6.00% 11.20% 10/2/2028 63,634 63,148 62,044 0.26
Alliant Holdings Intermediate, LLC (9) L + 3.50% 8.65% 11/6/2027 4,504 4,503 4,483 0.02
Amerilife Holdings LLC (4)(10) SOFR + 5.75% 10.88% 8/31/2029 307,749 302,326 304,671 1.28
Amerilife Holdings LLC (4)(7)(10) SOFR + 4.75% 10.88% 8/31/2029 8,119 7,280 7,632 0.03
Amerilife Holdings LLC (4)(7)(10) SOFR + 5.75% 10.62% 8/31/2029 51,291 50,160 50,521 0.21
AssuredPartners, Inc. (9) SOFR + 3.50% 8.72% 2/12/2027 18,001 17,875 17,851 0.08
Baldwin Risk Partners, LLC (6)(9) L + 3.50% 8.65% 10/14/2027 7,844 7,818 7,730 0.03
Benefytt Technologies, Inc. (4)(10)(17) SOFR + 10.75% 15.85% 8/12/2027 98,483 95,433 46,780 0.20
Benefytt Technologies, Inc. (4)(7)(10)(17) SOFR + 10.75% 15.74% 8/12/2027 23,929 23,378 11,330 0.05
BroadStreet Partners, Inc. (8) SOFR + 2.75% 7.97% 1/27/2027 9,857 9,837 9,749 0.04
CFC Underwriting, Ltd. (4)(6)(7)(9) SOFR + 5.00% 10.05% 5/16/2029 138,161 135,048 137,957 0.58
Foundation Risk Partners Corp. (4)(7)(10) SOFR + 6.25% 11.49% 10/29/2028 27,851 27,402 26,594 0.11
Foundation Risk Partners Corp. (4)(7)(10) SOFR + 6.25% 11.59% 10/30/2028 23,644 23,289 22,613 0.10
Galway Borrower, LLC (4)(5)(7)(10) SOFR + 5.25% 10.59% 9/29/2028 220,614 217,301 215,739 0.91
High Street Buyer, Inc. (4)(5)(7)(10) SOFR + 6.00% 11.39% 4/14/2028 90,998 89,672 90,232 0.38
High Street Buyer, Inc. (4)(5)(7)(10) SOFR + 5.75% 11.14% 4/16/2028 42,367 41,364 41,114 0.17
Howden Group Holdings Limited (6)(10) L + 3.25% 8.50% 11/12/2027 13,427 13,371 13,376 0.06
Integrity Marketing Acquisition, LLC (4)(11) SOFR + 6.05% 11.41% 8/27/2025 39,158 38,880 38,375 0.16
Integrity Marketing Acquisition, LLC (4)(5)(10) SOFR + 6.05% 11.31% 8/27/2025 41,199 40,876 40,375 0.17
Integrity Marketing Acquisition, LLC (4)(5)(7)(10) SOFR + 6.02% 11.28% 8/27/2025 96,284 94,971 94,338 0.40
Integrity Marketing Acquisition, LLC (4)(5)(7)(10) SOFR + 6.00% 11.08% 8/27/2025 2,276 2,204 2,209 0.01
Integrity Marketing Acquisition, LLC (4)(5)(10) SOFR + 6.02% 11.38% 8/27/2025 72,350 71,718 70,903 0.30
Integrity Marketing Acquisition, LLC (4)(5)(10) SOFR + 6.03% 11.39% 8/27/2025 2,327 2,307 2,281 0.01
Jones Deslauriers Insurance Management, Inc. (5)(6)(10) C + 4.25% 9.29% 3/27/2028 CAD 10,619 8,386 7,824 0.03
Jones Deslauriers Insurance Management, Inc. (5)(6)(8) C + 4.25% 9.29% 3/27/2028 CAD 28,017 21,923 20,640 0.09
NFP Corp. (8) SOFR + 3.25% 8.47% 2/15/2027 13,526 13,466 13,280 0.06
PGIS Intermediate Holdings, LLC (4)(5)(7)(10) SOFR + 5.75% 11.14% 10/16/2028 24,381 24,024 23,463 0.10
Riser Merger Sub, Inc. (4)(10) S + 5.75% 9.93% 8/1/2028 GBP 13,614 16,696 16,443 0.07
Riser Merger Sub, Inc. (4)(10) SOFR + 5.88% 11.12% 8/1/2028 207,540 204,015 197,163 0.83
Riser Merger Sub, Inc. (4)(7)(10) P + 4.88% 13.13% 8/1/2028 6,494 6,080 5,276 0.02
Riser Merger Sub, Inc. (4)(7)(10) SOFR + 6.50% 11.58% 8/1/2028 2,169 1,869 1,887 0.01
RSC Acquisition, Inc. (4)(5)(7)(10) SOFR + 5.50% 10.91% 10/30/2026 71,109 70,600 68,757 0.29
SG Acquisition, Inc. (4)(9) SOFR + 5.50% 10.70% 1/27/2027 93,540 93,296 90,500 0.38


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Health Care Providers & Services (continued)
Stepping Stones Healthcare Services, LLC	(4)(10)	SOFR +	5.75%	11.24%	1/2/2029	$	130,574	$	128,877	$	126,004	0.48	%
Stepping Stones Healthcare Services, LLC	(4)(7)(10)	SOFR +	5.75%	11.17%	12/30/2026	3,150		2,858		2,363		0.01
Stepping Stones Healthcare Services, LLC	(4)(7)(10)	SOFR +	5.75%	11.05%	1/2/2029	29,733		29,240		28,539		0.11
Surgery Centers Holdings, Inc.	(6)(10)	SOFR +	3.75%	9.19%	8/31/2026	9,435		9,431		9,456		0.04
The Fertility Partners, Inc.	(4)(6)(10)	C +	5.75%	11.25%	3/16/2028	CAD	137,302	106,304		93,795		0.36
The Fertility Partners, Inc.	(4)(6)(7)(10)	C +	5.75%	11.25%	9/16/2027	CAD	8,688	6,671		5,781		0.02
The Fertility Partners, Inc.	(4)(6)(10)	SOFR +	5.75%	11.29%	3/16/2028	38,513		37,940		35,624		0.14
The Fertility Partners, Inc.	(4)(6)(10)	P +	4.75%	13.25%	3/16/2028	7,645		7,626		7,072		0.03
The GI Alliance Management, LLC	(4)(11)	SOFR +	6.25%	11.77%	9/15/2028	315,005		307,188		313,430		1.20
TTF Holdings, LLC	(10)	SOFR +	4.00%	9.43%	3/31/2028	4,006		3,987		4,009		0.02
U.S. Anesthesia Partners, Inc.	(9)	SOFR +	4.25%	9.69%	10/1/2028	16,167		16,122		14,879		0.06
UMP Holdings, LLC	(4)(10)	SOFR +	5.75%	11.06%	7/15/2028	9,621		9,468		9,332		0.04
UMP Holdings, LLC	(4)(7)(10)	SOFR +	5.75%	11.16%	7/15/2028	12,571		12,471		12,150		0.05
Unified Physician Management, LLC	(4)(7)(9)	SOFR +	5.25%	10.57%	6/18/2029	913,001		913,001		913,001		3.49
US Oral Surgery Management Holdco, LLC	(4)(7)(10)	SOFR +	6.00%	11.48%	11/18/2027	127,120		125,531		124,134		0.47
US Oral Surgery Management Holdco, LLC	(4)(7)(11)	SOFR +	6.00%	11.35%	11/18/2027	54,163		53,328		52,653		0.20
Veonet GmbH	(6)(8)	S +	5.25%	10.44%	3/14/2029	GBP	170,000	218,945		202,205		0.77
WHCG Purchaser III, Inc.	(4)(10)	SOFR +	5.75%	11.40%	6/22/2028	103,164		101,838		66,283		0.25
WHCG Purchaser III, Inc.	(4)(7)(10)	SOFR +	5.75%	11.40%	6/22/2026	12,455		12,319		7,991		0.03
								5,741,810		5,547,285		21.20
Health Care Technology
athenahealth, Inc.	(9)	SOFR +	3.25%	8.57%	2/15/2029	36,653		36,338		36,069		0.14
Caerus US 1, Inc.	(4)(6)(10)	SOFR +	5.50%	10.89%	5/25/2029	388,551		382,281		384,666		1.47
Caerus US 1, Inc.	(4)(6)(10)	SOFR +	5.75%	11.14%	5/25/2029	86,379		84,894		86,379		0.33
Caerus US 1, Inc.	(4)(6)(7)(10)	SOFR +	5.75%	11.21%	5/25/2029	31,809		30,965		31,149		0.12
Caerus US 1, Inc.	(4)(6)(7)(10)	SOFR +	5.75%	11.08%	5/25/2029	13,244		12,420		13,244		0.05
Color Intermediate LLC	(4)(10)	SOFR +	5.50%	10.99%	10/4/2029	369,780		361,779		369,780		1.41
Edifecs, Inc.	(4)(10)	SOFR +	5.50%	10.99%	9/21/2026	51,474		50,866		51,474		0.20
Edifecs, Inc.	(4)(10)	SOFR +	5.50%	10.74%	9/21/2026	69,863		68,983		69,863		0.27
Edifecs, Inc.	(4)(11)	SOFR +	7.00%	12.49%	9/21/2026	29,135		29,057		29,427		0.11
GI Ranger Intermediate, LLC	(4)(7)(10)	SOFR +	5.75%	11.29%	10/29/2028	90,542		89,023		89,953		0.34
GI Ranger Intermediate, LLC	(4)(7)(10)	SOFR +	5.75%	11.29%	10/29/2027	11,205		11,080		11,117		0.04
Imprivata, Inc.	(9)	SOFR +	3.75%	9.18%	12/1/2027	2,028		2,031		2,028		0.01
Neptune Holdings, Inc.	(4)(6)(7)(11)	SOFR +	6.00%	11.42%	8/31/2030	15,000		14,580		14,575		0.06
Netsmart Technologies, Inc.	(10)	SOFR +	4.00%	9.43%	10/1/2027	13,004		13,049		13,023		0.05
NMC Crimson Holdings, Inc.	(4)(10)	SOFR +	6.00%	11.40%	3/1/2028	71,173		69,827		71,173		0.27
NMC Crimson Holdings, Inc.	(4)(7)(10)	SOFR +	6.00%	11.61%	3/1/2028	13,724		13,534		13,463		0.05
Project Ruby Ultimate Parent Corp.	(10)	SOFR +	3.25%	8.68%	3/10/2028	4,693		4,493		4,460		0.02
RPBLS Midco, LLC	(4)(10)	SOFR +	5.75%	11.10%	4/1/2028	165,567		163,334		165,567		0.63
Verscend Holding Corp.	(8)	SOFR +	4.00%	9.43%	8/27/2025	30,247		30,279		30,293		0.12
Waystar Technologies, Inc.	(8)	SOFR +	4.00%	9.43%	10/22/2026	12,321		12,333		12,350		0.05
								1,481,146		1,500,053		5.74

Table of Contents

Blackstone Private Credit Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1) Footnotes Reference Rate and Spread Interest Rate (2)(15) Maturity Date Par Amount/Units (1) Cost (3) Fair Value % of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Insurance (continued)
Shelf Bidco Ltd (4)(6)(10)(18) SOFR + 6.34% 10.93% 1/3/2030 $ 132,377 $ 128,657 $ 129,068 0.54 %
Tennessee Bidco Limited (4)(6)(8) E + 7.00% 9.94% 8/3/2028 EUR 5,436 6,944 5,828 0.02
Tennessee Bidco Limited (4)(5)(6)(7)(8) S + 7.28% 10.70% 7/9/2028 GBP 48,569 46,030 51,865 0.22
Tennessee Bidco Limited (4)(5)(6)(8) S + 7.28% 12.07% 7/9/2028 GBP 80,971 110,378 101,124 0.42
Tennessee Bidco Limited (4)(5)(6)(8) L + 7.00% 12.09% 7/9/2028 166,473 162,853 163,559 0.69
Tennessee Bidco Limited (4)(5)(6)(8) L + 7.00% 12.66% 8/3/2028 48,283 47,706 47,438 0.20
Tennessee Bidco Limited (4)(6)(8) L + 6.25% 11.68% 8/3/2028 66,086 65,545 62,947 0.26
USI, Inc. (9) SOFR + 3.75% 8.99% 11/22/2029 8,957 8,873 8,957 0.04
2,419,726 2,337,123 9.84
Interactive Media & Services
Ancestry.com Operations, Inc (9) SOFR + 3.25% 8.45% 12/6/2027 8,306 8,261 8,031 0.03
MH Sub I, LLC (11) SOFR + 3.75% 8.85% 9/13/2024 4,530 4,527 4,536 0.02
Project Boost Purchaser, LLC (9) SOFR + 3.50% 8.72% 5/30/2026 4,912 4,866 4,860 0.02
17,654 17,427 0.07
Internet & Direct Marketing Retail
Donuts, Inc. (4)(11) SOFR + 6.00% 11.27% 12/29/2026 234,562 233,120 232,216 0.98
Donuts, Inc. (4)(11) SOFR + 6.00% 11.27% 12/29/2027 274,338 274,338 271,595 1.14
Hoya Midco, LLC (6)(9) SOFR + 3.25% 8.30% 2/3/2029 9,593 9,550 9,529 0.04
Prodege International Holdings, LLC (4)(10) SOFR + 5.75% 11.15% 12/15/2027 558,863 551,671 530,920 2.23
Wireless Vision, LLC (4)(11) L + 5.50% 10.66% 12/30/2025 16,968 16,968 16,968 0.07
1,085,647 1,061,228 4.46
IT Services
Ahead DB Holdings, LLC (5)(10) SOFR + 3.75% 9.09% 10/18/2027 2,557 2,566 2,395 0.01
AI Altius Bidco, Inc. (4)(5)(8) 9.75% 9.75% PIK 12/21/2029 24,510 24,014 23,713 0.10
AI Altius Bidco, Inc. (4)(5)(7)(10) SOFR + 5.18% 10.47% 12/21/2028 140,722 138,524 137,636 0.58
BCP V Everise Acquisition, LLC (4)(10) SOFR + 6.25% 11.14% 5/3/2027 70,402 69,048 69,346 0.29
Dcert Buyer, Inc. (8) SOFR + 4.00% 9.26% 10/16/2026 19,608 19,628 19,470 0.08
Endurance International Group Holdings, Inc. (10) L + 3.50% 8.79% 2/10/2028 44,826 44,538 41,856 0.18
Infostretch Corporation (4)(10) SOFR + 5.75% 11.14% 4/1/2028 181,170 178,300 171,659 0.72
Inovalon Holdings, Inc. (4)(7)(10) SOFR + 6.25% 11.66% (incl. 2.75% PIK) 11/24/2028 971,326 952,400 960,369 4.04
Monterey Financing, S.A.R.L (4)(6)(8) CI + 6.00% 9.62% 9/28/2029 DKK 560,750 72,204 80,112 0.34
Monterey Financing, S.A.R.L (4)(6)(9) N + 6.00% 10.33% 9/28/2029 NOK 599,094 54,552 54,433 0.23
Monterey Financing, S.A.R.L (4)(6)(8) ST + 6.00% 9.88% 9/28/2029 SEK 243,186 21,241 21,976 0.09
Monterey Financing, S.A.R.L (4)(6)(7)(8) E + 6.00% 9.55% 9/28/2029 EUR 76,519 69,695 83,686 0.35
Park Place Technologies, LLC (11) SOFR + 5.00% 10.20% 11/10/2027 792 794 773 0.00
Razor Holdco, LLC (4)(10) L + 5.75% 10.90% 10/25/2027 188,557 185,843 187,143 0.79
Red River Technology, LLC (4)(11) SOFR + 6.00% 11.20% 5/26/2027 148,554 146,863 148,554 0.62
S&P Global Engineering Solutions (4)(7)(11) SOFR + 7.00% 12.08% 5/2/2030 1,600 1,546 1,545 0.01
TierPoint, LLC (10) L + 3.75% 9.23% 5/5/2026 12,305 12,265 12,259 0.05
Turing Holdco, Inc. (4)(5)(6)(8) E + 6.00% 9.43% (incl. 2.50% PIK) 9/28/2028 EUR 16,320 18,494 17,495 0.07


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Hotels, Restaurants & Leisure
Alterra Mountain Company	(9)	SOFR +	3.50%	8.93%	8/17/2028	$	6,193	$	6,202	$	6,196	0.02	%
Century Casinos, Inc.	(6)(10)	SOFR +	6.00%	11.43%	4/2/2029	31,530		31,030		30,821		0.12
Fertitta Entertainment, LLC	(9)	SOFR +	4.00%	9.32%	1/27/2029	13,495		13,489		13,381		0.05
Flynn Restaurant Group LP	(9)	SOFR +	4.25%	9.68%	12/1/2028	7,586		7,536		7,564		0.03
IRB Holding Corp.	(10)	SOFR +	3.00%	8.42%	12/15/2027	18,635		18,628		18,589		0.07
Mic Glen, LLC	(9)	SOFR +	3.25%	8.68%	7/21/2028	12,974		12,960		12,866		0.05
New Red Finance, Inc.	(8)	SOFR +	2.25%	7.57%	9/12/2030	2,000		2,000		1,995		0.01
Scientific Games Holdings LP	(9)	SOFR +	3.50%	8.77%	4/4/2029	12,346		12,319		12,291		0.05
Tacala Investment Corp.	(10)	SOFR +	4.00%	9.43%	2/5/2027	17,894		17,922		17,855		0.07
Twin River Worldwide Holdings, Inc.	(6)(9)	SOFR +	3.25%	8.84%	10/2/2028	9,651		9,610		9,479		0.04
Whatabrands LLC	(9)	SOFR +	3.00%	8.43%	8/3/2028	9,462		9,406		9,438		0.04
								141,102		140,475		0.55
Household Durables
AI Aqua Merger Sub, Inc.	(6)(9)	SOFR +	3.75%	9.08%	7/31/2028	32,728		32,370		32,449		0.12
Industrial Conglomerates
Bettcher Industries, Inc.	(9)	SOFR +	4.00%	9.32%	12/14/2028	7,026		6,973		6,918		0.03
CEP V Investment 11 Sarl	(4)(6)(10)	SA +	6.52%	8.23%	2/11/2028	CHF	47,449	47,545		51,846		0.20
CEP V Investment 11 Sarl	(4)(6)(10)	E +	6.45%	10.22%	2/23/2028	EUR	54,899	51,611		58,124		0.22
Engineered Machinery Holdings, Inc.	(10)	SOFR +	3.50%	9.15%	5/19/2028	11,905		11,866		11,858		0.05
Excelitas Technologies Corp.	(4)(8)	E +	5.75%	9.54%	8/13/2029	EUR	25,134	25,369		26,144		0.10
Excelitas Technologies Corp.	(4)(7)(10)	SOFR +	5.75%	11.21%	8/13/2029	162,341		159,577		159,308		0.61
Excelitas Technologies Corp.	(4)(7)(10)	SOFR +	5.75%	11.24%	8/12/2028	8,770		8,530		8,511		0.03
FCG Acquisitions, Inc.	(9)	SOFR +	3.75%	9.40%	3/31/2028	22,999		22,923		22,834		0.09
SPX Flow, Inc.	(9)	SOFR +	4.50%	9.92%	4/5/2029	8,549		8,249		8,542		0.03
Vertical US Newco, Inc.	(6)(9)	SOFR +	3.50%	9.38%	7/30/2027	17,755		17,802		17,737		0.07
Victory Buyer, LLC	(9)	SOFR +	3.75%	9.33%	11/19/2028	22,691		22,614		21,424		0.08
								383,059		393,246		1.51
Insurance
Alera Group, Inc.	(4)(10)	SOFR +	6.00%	11.42%	10/2/2028	63,473		63,011		62,839		0.24
Alliant Holdings Intermediate, LLC	(9)	L +	3.50%	8.93%	11/6/2027	4,492		4,490		4,488		0.02
Amerilife Holdings LLC	(4)(10)	SOFR +	5.75%	11.08%	8/31/2029	306,975		301,787		303,906		1.16
Amerilife Holdings LLC	(4)(7)(10)	SOFR +	5.75%	10.99%	8/31/2028	8,119		7,321		7,632		0.03
Amerilife Holdings LLC	(4)(7)(10)	SOFR +	5.75%	10.62%	8/31/2029	51,163		50,079		50,393		0.19
AssuredPartners, Inc.	(9)	SOFR +	3.50%	8.93%	2/12/2027	17,955		17,838		17,966		0.07
Baldwin Risk Partners, LLC	(6)(9)	SOFR +	3.50%	8.92%	10/14/2027	9,811		9,786		9,750		0.04
CFC Underwriting, Ltd.	(4)(6)(7)(9)	SOFR +	5.00%	10.30%	5/16/2029	138,161		135,183		137,957		0.53
Foundation Risk Partners Corp.	(4)(7)(10)	SOFR +	6.00%	11.49%	10/29/2028	27,781		27,355		26,943		0.10
Foundation Risk Partners Corp.	(4)(7)(10)	SOFR +	6.00%	11.49%	10/30/2028	27,106		26,749		26,311		0.10
Galway Borrower, LLC	(4)(7)(10)	SOFR +	5.25%	10.74%	9/29/2028	222,252		219,085		217,378		0.83
High Street Buyer, Inc.	(4)(7)(10)	SOFR +	6.00%	11.54%	4/14/2028	90,758		89,506		90,674		0.35
High Street Buyer, Inc.	(4)(7)(10)	SOFR +	5.75%	11.29%	4/16/2028	45,256		44,276		44,767		0.17
Howden Group Holdings Limited	(6)(10)	L +	3.25%	8.69%	11/12/2027	13,392		13,340		13,369		0.05

Table of Contents


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Insurance (continued)
Integrity Marketing Acquisition, LLC	(4)(10)	SOFR +	6.05%	11.57%	8/27/2025	$	80,179	$	79,650	$	79,377	0.30	%
Integrity Marketing Acquisition, LLC	(4)(10)	SOFR +	6.02%	11.28%	8/27/2025	97,081		95,918		96,110		0.37
Integrity Marketing Acquisition, LLC	(4)(7)(10)	SOFR +	6.00%	11.42%	8/27/2025	2,839		2,744		2,771		0.01
Integrity Marketing Acquisition, LLC	(4)(10)	SOFR +	6.02%	11.54%	8/27/2025	72,169		71,612		71,447		0.27
Integrity Marketing Acquisition, LLC	(4)(10)	SOFR +	6.03%	11.55%	8/27/2025	2,322		2,304		2,298		0.01
NFP Corp.	(8)	SOFR +	3.25%	8.68%	2/15/2027	13,491		13,435		13,345		0.05
PGIS Intermediate Holdings, LLC	(4)(7)(10)	SOFR +	5.75%	11.28%	10/16/2028	24,296		23,956		23,380		0.09
Riser Merger Sub, Inc.	(4)(10)	S +	5.88%	11.06%	8/1/2028	GBP	13,580	16,653		16,575		0.06
Riser Merger Sub, Inc.	(4)(7)(10)	SOFR +	5.88%	11.27%	8/1/2028	207,017		203,282		207,017		0.79
Riser Merger Sub, Inc.	(4)(7)(10)	SOFR +	6.50%	11.87%	8/1/2028	10,749		10,465		10,468		0.04
RSC Acquisition, Inc.	(4)(5)(7)(10)	SOFR +	5.50%	11.02%	10/30/2026	74,531		73,255		74,203		0.28
SG Acquisition, Inc.	(4)(9)	SOFR +	5.50%	10.92%	1/27/2027	93,540		93,313		91,202		0.35
Shelf Bidco Ltd	(4)(6)(10)(18)	SOFR +	6.34%	11.71%	1/3/2030	132,377		128,801		131,054		0.50
Tennessee Bidco Limited	(4)(6)(8)	E +	7.00%	10.97% (incl. 2.50% PIK)	8/3/2028	EUR	5,491	6,982		5,765		0.02
Tennessee Bidco Limited	(4)(6)(8)	S +	7.28%	12.21% (incl. 2.50% PIK)	7/9/2028	GBP	49,051	66,748		59,422		0.23
Tennessee Bidco Limited	(4)(6)(7)(8)	S +	7.28%	12.46% (incl. 2.50% PIK)	7/9/2028	GBP	81,462	91,726		95,907		0.37
Tennessee Bidco Limited	(4)(6)(8)	SOFR +	7.00%	12.09% (incl. 2.50% PIK)	7/9/2028	168,147		164,709		166,885		0.64
Tennessee Bidco Limited	(4)(6)(8)	SOFR +	7.00%	12.65% (incl. 2.50% PIK)	8/3/2028	48,496		47,948		48,132		0.18
Tennessee Bidco Limited	(4)(6)(8)	SOFR +	6.25%	11.82% (incl. 2.50% PIK)	8/3/2028	66,175		65,774		63,859		0.24
USI, Inc.	(9)	SOFR +	3.75%	9.14%	11/22/2029	8,935		8,854		8,939		0.03
USI, Inc.	(9)	SOFR +	3.25%	8.66%	9/29/2030	2,000		2,005		1,998		0.01
								2,279,940		2,284,527		8.72
Interactive Media & Services
Ancestry.com Operations, Inc	(9)	SOFR +	3.25%	8.67%	12/6/2027	3,609		3,590		3,540		0.01
MH Sub I, LLC	(11)	SOFR +	3.75%	9.18%	9/13/2024	4,508		4,514		4,515		0.02
Project Boost Purchaser, LLC	(9)	SOFR +	3.50%	8.93%	5/30/2026	4,899		4,858		4,902		0.02
								12,962		12,957		0.05

Table of Contents

Blackstone Private Credit Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1) Footnotes Reference Rate and Spread Interest Rate (2)(15) Maturity Date Par Amount/Units (1) Cost (3) Fair Value % of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Machinery
Chart Industries, Inc. (6)(9) SOFR + 3.75% 8.94% 3/15/2030 $ 5,985 $ 5,934 $ 5,987 0.03 %
MHE Intermediate Holdings, LLC (4)(5)(7)(11) SOFR + 6.00% 11.20% 7/21/2027 10,384 10,232 10,080 0.04
MHE Intermediate Holdings, LLC (4)(5)(11) SOFR + 6.25% 11.45% 7/21/2027 1,278 1,250 1,252 0.01
MHE Intermediate Holdings, LLC (4)(5)(11) SOFR + 6.00% 9.16% 7/21/2027 1,187 1,171 1,154 0.00
Pro Mach Group, Inc. (11) L + 4.00% 9.19% 8/31/2028 7,367 7,302 7,358 0.03
25,889 25,831 0.11
Marine
Armada Parent, Inc. (4)(7)(10) SOFR + 5.75% 11.11% 10/29/2027 232,791 228,960 227,594 0.96
Media
Clear Channel Outdoor Holdings, Inc. (6)(8) SOFR + 3.50% 8.75% 8/21/2026 33,506 32,834 32,064 0.13
Digital Media Solutions, LLC (6)(10) L + 5.00% 10.54% 5/25/2026 29,368 28,940 23,155 0.10
McGraw-Hill Education, Inc. (9) L + 4.75% 9.99% 7/28/2028 18,408 18,270 17,303 0.07
Radiate Holdco, LLC (10) SOFR + 3.25% 8.48% 9/25/2026 47,227 47,134 39,535 0.17
Terrier Media Buyer, Inc. (8) L + 3.50% 8.66% 12/17/2026 529 531 475 0.00
Trader Corp. (4)(6)(7)(10) C + 6.75% 11.96% 12/22/2029 CAD 110,234 78,970 82,158 0.35
Univision Communications, Inc. (10) L + 3.25% 8.44% 3/15/2026 12,062 12,068 11,978 0.05
218,747 206,668 0.87
Metals & Mining
American Rock Salt Company, LLC (10) SOFR + 4.00% 9.22% 6/9/2028 19,584 19,570 18,491 0.08
SCIH Salt Holdings, Inc. (10) L + 4.00% 9.19% 3/16/2027 13,456 13,390 13,279 0.06
32,960 31,770 0.14
Oil, Gas & Consumable Fuels
Eagle Midstream Canada Finance, Inc. (4)(6)(10) SOFR + 6.25% 11.34% 8/15/2028 30,190 29,624 29,964 0.13
Freeport LNG Investments, LLLP (9) L + 3.50% 8.75% 12/21/2028 35,355 35,278 34,703 0.15
KKR Alberta Midsteam FINCE Inc (4)(6)(10) SOFR + 6.25% 11.34% 8/15/2028 16,424 16,116 16,301 0.07
81,018 80,968 0.35
Paper & Forest Products
Profile Products, LLC (4)(7)(10) SOFR + 5.75% 10.99% 11/12/2027 64,012 63,100 61,765 0.26
Profile Products, LLC (4)(7)(10) P + 4.75% 13.00% 11/12/2027 9,125 8,984 8,804 0.04
72,084 70,569 0.30
Pharmaceuticals
Doc Generici (Diocle S.p.A.) (4)(6)(7)(8) E + 6.50% 10.55% 10/27/2028 EUR 60,136 58,044 64,376 0.27
Padagis, LLC (6)(9) L + 4.75% 9.97% 7/6/2028 29,371 29,335 27,866 0.12
Rhea Parent, Inc. (4)(5)(10) SOFR + 5.75% 11.14% 2/18/2029 204,535 201,241 204,535 0.86
Sharp Midco, LLC (4)(9) SOFR + 4.00% 9.34% 12/31/2028 5,256 5,246 5,177 0.02
293,866 301,954 1.27
Professional Services
ALKU, LLC (4)(10) SOFR + 6.25% 11.33% 3/1/2028 55,548 54,190 54,853 0.23
Apex Companies, LLC (4)(7)(11) SOFR + 6.25% 11.30% 1/31/2028 1,605 1,560 1,576 0.01
APFS Staffing Holdings Inc (4)(9) SOFR + 4.00% 9.10% 12/29/2028 3,258 3,251 3,185 0.01
Aqgen Island Holdings, Inc. (9) SOFR + 3.50% 8.72% 8/2/2028 42,633 42,519 42,021 0.18
Armor Holdco, Inc. (6)(9) SOFR + 4.50% 10.09% 12/11/2028 3,582 3,554 3,593 0.02
CFGI Holdings, LLC (4)(7)(10) SOFR + 5.00% 10.25% 11/2/2027 21,544 20,944 21,145 0.09
Chronicle Bidco, Inc. (4)(11) SOFR + 6.75% 11.61% 5/18/2029 45,539 45,246 44,628 0.19
Chronicle Bidco, Inc. (4)(7)(11) SOFR + 6.75% 11.85% 5/18/2029 1,169 1,169 1,083 0.00
Claims Automation Intermediate 2, LLC (4)(7)(10) SOFR + 4.75% 9.95% 12/16/2027 45,146 43,965 43,558 0.18
Clearview Buyer, Inc. (4)(5)(7)(10) SOFR + 5.25% 10.59% 8/26/2027 149,730 147,315 146,243 0.61
CoreLogic, Inc. (9) L + 3.50% 8.75% 6/2/2028 40,929 40,693 37,051 0.16


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Internet & Direct Marketing Retail
Donuts, Inc.	(4)(11)	SOFR +	6.00%	11.57%	12/29/2026	$	233,960	$	232,604	$	232,790	0.89	%
Donuts, Inc.	(4)(11)	SOFR +	6.00%	11.57%	12/29/2027	273,644		273,644		272,276		1.04
Hoya Midco, LLC	(6)(9)	SOFR +	3.25%	8.62%	2/3/2029	9,561		9,520		9,588		0.04
Prodege International Holdings, LLC	(4)(10)	SOFR +	5.75%	11.31%	12/15/2027	557,445		550,680		521,211		1.99
								1,066,448		1,035,865		3.96
IT Services
Ahead DB Holdings, LLC	(5)(10)	SOFR +	3.75%	9.24%	10/18/2027	2,550		2,559		2,536		0.01
AI Altius Bidco, Inc.	(4)(5)(8)		9.75%	9.75% PIK	12/21/2029	24,510		24,037		24,020		0.09
AI Altius Bidco, Inc.	(4)(10)	SOFR +	5.18%	10.47%	12/21/2028	140,722		138,885		140,018		0.54
AI Altius Bidco, Inc.	(4)(10)	SOFR +	5.18%	10.57%	12/21/2028	13,557		13,297		13,489		0.05
BCP V Everise Acquisition, LLC	(10)	SOFR +	6.25%	11.49%	5/3/2027	69,464		68,216		69,464		0.27
Dcert Buyer, Inc.	(8)	SOFR +	4.00%	9.32%	10/16/2026	19,558		19,576		19,467		0.07
Endurance International Group Holdings, Inc.	(10)	L +	3.50%	8.79%	2/10/2028	44,717		44,452		43,561		0.17
Infostretch Corporation	(4)(10)	SOFR +	5.75%	11.29%	4/1/2028	180,713		178,002		168,966		0.65
Inovalon Holdings, Inc.	(4)(7)(10)	SOFR +	6.25%	11.89% (incl. 2.75% PIK)	11/24/2028	978,120		960,077		969,540		3.71
Monterey Financing, S.A.R.L	(4)(6)(8)	CI +	6.00%	9.98%	9/28/2029	DKK	560,750	72,277		78,358		0.30
Monterey Financing, S.A.R.L	(4)(6)(9)	N +	6.00%	10.72%	9/28/2029	NOK	599,094	54,603		55,337		0.21
Monterey Financing, S.A.R.L	(4)(6)(8)	ST +	6.00%	10.17%	9/28/2029	SEK	243,186	21,261		21,990		0.08
Monterey Financing, S.A.R.L	(4)(6)(7)(8)	E +	6.00%	9.97%	9/28/2029	EUR	110,819	104,891		115,793		0.44
Park Place Technologies, LLC	(11)	SOFR +	5.00%	10.42%	11/10/2027	790		792		780		0.00
Razor Holdco, LLC	(4)(10)	SOFR +	5.75%	11.22%	10/25/2027	187,854		185,308		186,445		0.71
Red River Technology, LLC	(4)(11)	SOFR +	6.00%	11.43%	5/26/2027	148,176		146,598		148,176		0.57
S&P Global Engineering Solutions	(4)(7)(11)	SOFR +	7.00%	12.08%	5/2/2030	1,600		1,548		1,582		0.01
Turing Holdco, Inc.	(4)(6)(8)	E +	6.00%	9.43% (incl. 2.00% PIK)	9/28/2028	EUR	16,320	18,514		16,962		0.06
Turing Holdco, Inc.	(4)(6)(8)	E +	6.00%	9.66% (incl. 2.00% PIK)	8/3/2028	EUR	7,829	8,857		8,142		0.03
Turing Holdco, Inc.	(4)(6)(8)	SOFR +	6.00%	11.54% (incl. 2.00% PIK)	8/3/2028	4,936		4,968		4,850		0.02
Turing Holdco, Inc.	(4)(6)(8)	SOFR +	6.00%	11.41% (incl. 2.00% PIK)	9/28/2028	12,719		12,449		12,497		0.05
Virtusa Corp.	(10)	L +	3.75%	9.33%	2/11/2028	8,850		8,860		8,810		0.03
Virtusa Corp.	(10)	SOFR +	3.75%	9.17%	2/15/2029	3,428		3,402		3,416		0.01
								2,093,429		2,114,199		8.08

Table of Contents

Blackstone Private Credit Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1) Footnotes Reference Rate and Spread Interest Rate (2)(15) Maturity Date Par Amount/Units (1) Cost (3) Fair Value % of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Professional Services (continued)
Cumming Group, Inc. (4)(7)(11) SOFR + 6.00% 11.10% 5/26/2027 $ 183,485 $ 180,890 $ 178,309 0.75 %
Cumming Group, Inc. (4)(7)(11) SOFR + 6.00% 11.10% 11/16/2027 1,252 1,215 1,218 0.01
Deerfield Dakota Holding, LLC (11) SOFR + 3.75% 8.99% 4/9/2027 85,532 85,172 83,226 0.35
Eliassen Group, LLC (4)(10) SOFR + 5.50% 10.84% 4/14/2028 63,502 62,820 62,232 0.26
Eliassen Group, LLC (4)(7)(10) SOFR + 5.50% 10.69% 4/14/2028 2,165 2,060 1,874 0.01
Emerald US, Inc. (6)(8) SOFR + 3.25% 8.75% 7/12/2028 3,869 3,866 3,850 0.02
EP Purchaser LLC (9) SOFR + 3.50% 9.00% 11/6/2028 1,995 1,955 1,958 0.01
Galaxy US Opco, Inc. (6)(9) SOFR + 4.75% 9.85% 4/29/2029 12,233 11,978 11,530 0.05
Guidehouse, Inc. (4)(5)(10) SOFR + 6.25% 11.45% 10/16/2028 1,191,610 1,182,030 1,167,778 4.91
HIG Orca Acquisition Holdings, Inc. (4)(5)(11) SOFR + 6.00% 11.40% 8/17/2027 94,317 93,018 93,373 0.39
HIG Orca Acquisition Holdings, Inc. (4)(5)(7)(11) SOFR + 6.00% 11.26% 8/17/2027 2,591 2,496 2,499 0.01
HIG Orca Acquisition Holdings, Inc. (4)(5)(7)(11) SOFR + 6.00% 11.27% 8/12/2027 8,861 8,844 8,675 0.04
IG Investments Holdings, LLC (4)(5)(10) SOFR + 6.00% 11.15% 9/22/2028 16,296 16,166 16,214 0.07
IG Investments Holdings, LLC (4)(5)(7)(10) SOFR + 6.00% 11.20% 9/22/2028 429,847 422,793 427,473 1.80
Inmar, Inc. (9) SOFR + 5.50% 10.73% 5/1/2026 29,902 28,852 29,117 0.12
Kaufman Hall & Associates, LLC (4)(10) SOFR + 5.25% 10.45% 12/14/2028 77,025 75,824 77,025 0.32
Kaufman Hall & Associates, LLC (4)(10) SOFR + 5.25% 10.40% 12/14/2028 19,840 19,531 19,840 0.08
Kwor Acquisition, Inc. (4)(7)(10) SOFR + 5.25% 10.45% 12/22/2028 1,149 1,095 969 0.00
Kwor Acquisition, Inc. (4)(7)(11) P + 4.25% 12.50% 12/22/2027 6,707 6,571 6,280 0.03
Legacy Intermediate, LLC (4)(5)(7)(10) SOFR + 5.75% 11.13% 2/25/2028 122,405 120,526 122,046 0.51
Mantech International CP (4)(7)(10) SOFR + 5.75% 10.80% 9/14/2029 774,500 757,188 763,782 3.21
Material Holdings, LLC (4)(5)(7)(10) SOFR + 6.00% 11.34% 8/19/2027 257,577 253,807 241,169 1.01
Minotaur Acquisition, Inc. (8) SOFR + 4.75% 9.95% 3/27/2026 224,879 220,034 221,717 0.93
National Intergovernmental Purchasing Alliance Co. (8) SOFR + 3.50% 8.74% 5/23/2025 4,185 4,172 4,171 0.02
Petrus Buyer Inc (4)(7)(10) SOFR + 6.50% 11.52% 10/17/2029 36,082 34,817 35,088 0.15
Polyconcept Investments B.V. (10) SOFR + 5.50% 10.60% 5/18/2029 44,663 43,908 42,463 0.18
Sherlock Buyer Corp. (4)(7)(10) SOFR + 5.75% 11.09% 12/8/2028 6,455 6,202 6,125 0.03
Thevelia US, LLC (5)(6)(9) SOFR + 4.00% 9.05% 6/18/2029 34,379 33,072 34,336 0.14
Trinity Air Consultants Holdings Corp. (4)(7)(10) L + 5.25% 10.62% 6/29/2027 19,719 19,068 19,176 0.08
Trinity Air Consultants Holdings Corp. (4)(7)(10) L + 5.25% 10.35% 6/29/2027 26,358 25,885 25,911 0.11
Trinity Partners Holdings, LLC (4)(7)(10) SOFR + 5.75% 11.53% 12/21/2028 386,413 379,379 381,391 1.60
Victors CCC Buyer, LLC (4)(7)(10) SOFR + 5.75% 11.02% 6/1/2029 145,530 143,087 145,219 0.61
Victors CCC Buyer, LLC (4)(7)(10) SOFR + 5.75% 10.45% 6/1/2029 4,381 3,887 4,381 0.02
VT Topco, Inc. (10) SOFR + 3.75% 8.97% 8/1/2025 12,758 12,722 12,613 0.05
VT Topco, Inc. (7)(10) L + 3.75% 7.82% 8/1/2025 553 553 547 0.00
West Monroe Partners, LLC (4)(7)(10) L + 5.25% 10.40% 11/8/2028 726,236 715,114 700,818 2.95
West Monroe Partners, LLC (4)(7)(10) L + 5.25% 10.41% 11/8/2027 18,857 17,775 18,197 0.08
5,402,778 5,371,526 22.59
Real Estate Management & Development
McCarthy & Stone PLC (4)(5)(6)(8) 7.00% 7.00% 12/16/2025 GBP 20,000 28,045 23,771 0.10
Progress Residential PM Holdings, LLC (4)(7)(10) SOFR + 6.25% 11.66% 2/16/2028 70,324 69,139 70,324 0.30
Progress Residential PM Holdings, LLC (4)(7)(10) SOFR + 6.25% 11.66% 7/25/2029 15,205 14,876 15,205 0.06
112,060 109,300 0.46


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Leisure Products
Motion Finco, LLC	(6)(8)	SOFR +	3.25%	8.90%	11/12/2026	$	3,695	$	3,631	$	3,691	0.01	%
Life Sciences Tools & Services
Cambrex Corp.	(10)	SOFR +	3.50%	8.92%	12/4/2026	4,510		4,521		4,497		0.02
Curia Global, Inc.	(10)	SOFR +	3.75%	9.17%	8/30/2026	32,310		32,324		27,000		0.10
Jupiter Bidco Limited	(4)(6)(7)(9)	E +	6.25%	10.22%	8/27/2029	EUR	5,860	2,198		4,209		0.02
Jupiter Bidco Limited	(4)(6)(10)	SOFR +	6.25%	11.64%	8/27/2029	88,177		85,946		84,209		0.32
LSCS Holdings, Inc.	(9)	SOFR +	4.50%	9.93%	12/16/2028	8,029		7,999		7,931		0.03
Maravai Intermediate Holdings, LLC	(6)(9)	SOFR +	3.00%	8.32%	10/19/2027	1,944		1,944		1,897		0.01
Packaging Coordinators Midco, Inc.	(10)	SOFR +	3.50%	9.15%	11/30/2027	1,867		1,867		1,862		0.01
Phoenix Newco, Inc.	(9)	SOFR +	3.25%	8.68%	11/15/2028	2,000		2,000		1,988		0.01
								138,799		133,593		0.52

Table of Contents

Blackstone Private Credit Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1) Footnotes Reference Rate and Spread Interest Rate (2)(15) Maturity Date Par Amount/Units (1) Cost (3) Fair Value % of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Software
2U, Inc. (6)(10) SOFR + 6.50% 11.32% 12/28/2026 $ 5,311 $ 5,073 $ 5,129 0.02 %
Anaplan, Inc. (4)(7)(10) SOFR + 6.50% 11.60% 6/21/2029 537,534 527,564 531,679 2.23
Apex Group Treasury, LLC (6)(9) L + 3.75% 9.07% 7/27/2028 15,218 15,191 15,047 0.06
Apttus Corp. (10) L + 4.25% 9.52% 5/8/2028 11,657 11,646 11,451 0.05
Armstrong Bidco Limited (4)(6)(8) S + 5.25% 10.18% 6/28/2029 GBP 314,735 375,234 376,669 1.58
Armstrong Bidco Limited (4)(6)(7)(8) S + 5.25% 10.18% 6/28/2029 GBP 144,252 171,479 176,663 0.74
Avalara Inc (4)(7)(10) SOFR + 7.25% 12.49% 10/19/2028 23,077 22,516 22,823 0.10
AxiomSL Group, Inc. (4)(7)(11) SOFR + 5.75% 10.97% 12/3/2027 77,822 76,635 77,767 0.33
Beeline, LLC (4)(7)(10) SOFR + 5.25% 10.38% 5/2/2029 44,759 44,358 44,502 0.19
Beeline, LLC (4)(7)(10) SOFR + 5.25% 10.35% 5/2/2028 924 879 896 0.00
BlueCat Networks USA, Inc. (4)(7)(10) SOFR + 6.00% 11.24% (incl. 2.00% PIK) 8/8/2028 69,081 67,814 67,578 0.28
BlueCat Networks USA, Inc. (4)(7)(10) SOFR + 6.00% 11.08% 8/8/2028 7,545 7,378 7,424 0.03
Boxer Parent Company, Inc. (8) SOFR + 3.75% 8.97% 10/2/2025 14,798 14,756 14,698 0.06
CDK Global Inc. (9) SOFR + 4.25% 9.49% 7/6/2029 2,992 2,981 2,988 0.01
Circana Group, L.P. (4)(10) SOFR + 5.75% 10.95% 12/1/2028 685,350 673,410 678,496 2.85
Circana Group, L.P. (4)(10) SOFR + 6.25% 11.39% (incl. 2.75% PIK) 12/1/2028 894,308 879,364 880,894 3.70
Circana Group, L.P. (4)(7)(10) SOFR + 4.75% 10.92% 12/1/2027 8,393 6,654 7,344 0.03
Cloudera, Inc. (9) SOFR + 3.75% 8.95% 10/8/2028 36,870 36,458 36,075 0.15
Community Brands ParentCo, LLC (4)(5)(7)(10) SOFR + 5.75% 10.70% 2/24/2028 15,169 14,752 14,631 0.06
Confine Visual Bidco (4)(6)(7)(10) SOFR + 5.75% 10.80% 2/23/2029 258,821 251,938 232,196 0.98
Connatix Buyer, Inc. (4)(5)(7)(10) L + 5.50% 10.65% 7/14/2027 108,467 106,568 102,526 0.43
ConnectWise, LLC (9) L + 3.50% 8.69% 9/29/2028 28,465 28,394 27,789 0.12
Cornerstone OnDemand, Inc. (9) SOFR + 3.75% 9.25% 10/16/2028 27,280 27,191 25,490 0.11
Coupa Software Inc. (4)(6)(7)(10) SOFR + 7.50% 12.60% 2/27/2030 1,836 1,787 1,805 0.01
Delta Topco, Inc. (10) SOFR + 3.75% 9.07% 12/1/2027 34,886 34,852 33,840 0.14
Diligent Corporation (4)(11) L + 5.75% 10.95% 8/4/2025 87,975 87,381 85,336 0.36
Discovery Education, Inc. (4)(7)(10) SOFR + 5.75% 10.71% 4/9/2029 469,783 461,174 447,585 1.88
DTI Holdco, Inc. (4)(7)(10) P + 3.75% 12.00% 4/26/2027 3,680 3,680 2,702 0.01
DTI Holdco, Inc. (10) SOFR + 4.75% 9.80% 4/26/2029 32,710 31,903 30,533 0.13
ECI Macola Max Holding, LLC (6)(10) SOFR + 3.75% 9.25% 11/9/2027 11,949 11,970 11,841 0.05
Epicor Software Corp. (10) SOFR + 3.25% 8.47% 7/30/2027 5,952 5,976 5,886 0.02
Episerver, Inc. (4)(5)(7)(11) SOFR + 5.50% 10.89% 4/9/2026 24,973 24,668 22,829 0.10
Experity, Inc. (4)(5)(7)(10) SOFR + 5.75% 11.09% 2/24/2028 137,203 135,034 132,776 0.56
Forterro UK Ltd. (4)(6)(8) ST + 4.75% 8.17% 7/9/2029 SEK 112,563 10,441 10,240 0.04
Forterro UK Ltd. (4)(6)(9) SA + 4.75% 6.45% 7/9/2029 CHF 10,674 10,719 11,722 0.05
Forterro UK Ltd. (4)(6)(7)(8) E + 4.75% 7.81% 7/9/2029 EUR 31,713 30,666 34,550 0.15
Forterro UK Ltd. (4)(6)(10) S + 4.75% 9.68% 7/9/2029 GBP 8,894 10,452 11,093 0.05
GI Consilio Parent, LLC (7)(9) L + 4.00% 9.19% 5/12/2028 40,121 39,445 38,739 0.16
Gigamon Inc. (4)(7)(10) SOFR + 5.75% 10.89% 3/9/2029 434,540 427,270 433,389 1.82
GovernmentJobs.com, Inc. (4)(7)(10) SOFR + 5.50% 10.70% 12/1/2028 144,141 141,512 140,006 0.59
GovernmentJobs.com, Inc. (4)(7)(10) SOFR + 5.50% 10.70% 12/2/2027 7,411 7,158 7,016 0.03
GraphPAD Software, LLC (4)(7)(11) L + 5.50% 10.71% 4/27/2027 2,637 2,558 2,413 0.01
GraphPAD Software, LLC (4)(7)(11) L + 5.50% 10.87% 4/27/2027 17,150 16,959 16,765 0.07


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Machinery
Chart Industries, Inc.	(4)(6)(9)	SOFR +	3.75%	9.17%	3/16/2030	$	5,970	$	5,954	$	5,977	0.02	%
MHE Intermediate Holdings, LLC	(4)(7)(11)	SOFR +	6.00%	11.52%	7/21/2027	11,863		11,706		11,851		0.05
MHE Intermediate Holdings, LLC	(4)(11)	SOFR +	6.25%	11.77%	7/21/2027	636		622		636		0.00
MHE Intermediate Holdings, LLC	(4)(11)	SOFR +	6.50%	11.92%	7/21/2027	638		627		638		0.00
Pro Mach Group, Inc.	(11)	SOFR +	4.00%	9.43%	8/31/2028	7,514		7,451		7,530		0.03
								26,360		26,632		0.10
Marine
Armada Parent, Inc.	(4)(7)(10)	SOFR +	5.75%	11.17%	10/29/2027	221,085		217,713		216,743		0.83
Armada Parent, Inc.	(4)(7)(10)	SOFR +	5.75%	11.11%	10/29/2027	11,138		10,909		10,914		0.04
								228,622		227,657		0.87
Media
Clear Channel Outdoor Holdings, Inc.	(6)(8)	SOFR +	3.50%	9.14%	8/21/2026	370		358		361		0.00
Digital Media Solutions, LLC	(6)(10)	SOFR +	5.00%	10.54%	5/25/2026	29,293		28,904		20,080		0.08
McGraw-Hill Education, Inc.	(9)	SOFR +	4.75%	10.18%	7/28/2028	18,361		18,231		18,053		0.07
Radiate Holdco, LLC	(10)	SOFR +	3.25%	8.68%	9/25/2026	47,108		47,022		38,710		0.15
Trader Corp.	(4)(6)(7)(10)	C +	6.75%	12.13%	12/22/2029	CAD	109,957	78,812		80,433		0.31
Univision Communications, Inc.	(10)	SOFR +	3.25%	8.68%	3/15/2026	12,031		12,037		12,022		0.05
UPC Financing Partnership	(6)(8)	SOFR +	2.93%	8.37%	1/31/2029	5,000		4,932		4,941		0.02
								190,296		174,600		0.68
Metals & Mining
American Rock Salt Company, LLC	(10)	SOFR +	4.00%	9.43%	6/9/2028	9,410		9,401		8,759		0.03
SCIH Salt Holdings, Inc.	(10)	SOFR +	4.00%	9.63%	3/16/2027	13,414		13,353		13,354		0.05
								22,754		22,113		0.08
Oil, Gas & Consumable Fuels
Eagle Midstream Canada Finance, Inc.	(4)(6)(10)	SOFR +	6.25%	11.61%	8/15/2028	27,509		27,018		27,509		0.11
Freeport LNG Investments, LLLP	(9)	SOFR +	3.50%	9.09%	12/21/2028	35,265		35,191		34,989		0.13
KKR Alberta Midsteam FINCE Inc	(4)(6)(10)	SOFR +	6.25%	11.61%	8/15/2028	14,965		14,699		14,965		0.06
								76,908		77,463		0.30
Paper & Forest Products
Profile Products, LLC	(4)(10)	SOFR +	5.75%	11.22%	11/12/2027	63,414		62,651		61,353		0.23
Profile Products, LLC	(4)(7)(10)	SOFR +	5.75%	11.18%	11/12/2027	11,155		10,940		10,603		0.04
								73,591		71,956		0.27
Pharmaceuticals
Doc Generici (Diocle S.p.A.)	(4)(5)(6)(7)(8)	E +	6.50%	10.38%	10/27/2028	EUR	60,136	58,122		63,207		0.24
Padagis, LLC	(6)(9)	SOFR +	4.75%	10.28%	7/6/2028	29,371		29,337		28,624		0.11
Rhea Parent, Inc.	(4)(10)	SOFR +	5.50%	11.04%	2/18/2029	204,019		200,868		204,019		0.78
Sharp Midco, LLC	(4)(9)	SOFR +	4.00%	9.49%	12/31/2028	5,243		5,233		5,210		0.02
								293,560		301,060		1.15

Table of Contents

Blackstone Private Credit Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1) Footnotes Reference Rate and Spread Interest Rate (2)(15) Maturity Date Par Amount/Units (1) Cost (3) Fair Value % of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Software (continued)
Greeneden U.S. Holdings II, LLC (10) SOFR + 4.00% 9.22% 12/1/2027 $ 5,845 $ 5,869 $ 5,837 0.02 %
HS Purchaser, LLC (10) SOFR + 4.00% 9.15% 11/19/2026 48,586 48,569 44,457 0.19
Hyland Software, Inc. (10) L + 3.50% 8.69% 7/1/2024 9,799 9,804 9,731 0.04
Idera, Inc. (10) SOFR + 3.75% 9.01% 3/2/2028 52,368 52,254 51,113 0.21
Imperva, Inc. (11) L + 4.00% 9.34% 1/12/2026 19,020 19,074 17,273 0.07
ION Trading Finance Ltd. (6)(8) SOFR + 4.75% 10.09% 4/3/2028 27,883 27,904 27,405 0.12
Kaseya, Inc. (4)(7)(10) SOFR + 6.25% 11.36% 6/25/2029 748,131 734,106 739,866 3.11
LD Lower Holdings, Inc. (4)(11) SOFR + 6.50% 11.84% 2/8/2026 117,178 115,929 115,420 0.49
Lightbox Intermediate, LP (4)(8) L + 5.00% 10.54% 5/9/2026 37,620 36,937 36,303 0.15
Magnesium BorrowerCo, Inc. (4)(10) S + 5.75% 10.68% 5/18/2029 GBP 102,635 125,516 128,427 0.54
Magnesium BorrowerCo, Inc. (4)(7)(10) SOFR + 5.75% 10.95% 5/18/2029 962,898 940,361 945,976 3.98
Mandolin Technology Intermediate Holdings, Inc. (4)(5)(7)(9) SOFR + 3.75% 9.14% 7/31/2028 77,126 76,216 66,355 0.28
Mandolin Technology Intermediate Holdings, Inc. (4)(5)(9) SOFR + 6.25% 11.64% 6/9/2030 63,000 61,110 61,110 0.26
Medallia, Inc. (4)(10) L + 6.50% 11.69% (incl. 5.83% PIK) 10/29/2028 1,020,886 1,005,562 1,000,469 4.20
Mitnick Purchaser, Inc. (9) SOFR + 4.75% 9.90% 5/2/2029 11,794 11,745 11,455 0.05
Mitratech Holdings, Inc. (5)(7)(10) SOFR + 3.75% 9.06% 5/18/2028 16,746 15,315 14,753 0.06
Monk Holding Co. (4)(10)(18) SOFR + 5.70% 10.84% 12/1/2027 11,113 10,916 11,002 0.05
Monk Holding Co. (4)(7)(10) SOFR + 5.50% 10.84% 12/1/2027 3,579 3,140 3,022 0.01
MRI Software, LLC (5)(7)(11) SOFR + 5.50% 10.84% 2/10/2026 23,216 23,192 22,472 0.09
Neogames Connect SARL (4)(6)(8) E + 6.25% 9.85% 5/30/2028 EUR 100,400 102,070 109,542 0.46
Nintex Topco Limited (4)(6)(10) SOFR + 6.00% 11.39% 11/13/2028 678,078 667,658 634,003 2.66
NortonLifeLock, Inc. (6)(7)(9) SOFR + 2.00% 7.20% 9/12/2029 6,856 6,805 6,803 0.03
Onex AP Merger Sub, LLC (4)(7)(10) SOFR + 5.75% 10.37% 4/4/2028 21,576 21,234 21,452 0.09
Oranje Holdco Inc (4)(7)(11) SOFR + 7.75% 12.79% 2/1/2029 66,000 64,271 64,886 0.27
Perforce Software, Inc. (8) L + 3.75% 8.94% 7/1/2026 15,376 15,363 14,597 0.06
Project Alpha Intermediate Holding, Inc. (8) L + 4.00% 9.20% 4/26/2024 14,203 14,212 14,187 0.06
Project Leopard Holdings, Inc. (7)(9) SOFR + 5.25% 10.45% 7/20/2029 141,478 134,468 127,684 0.54
Proofpoint, Inc. (5)(9) SOFR + 6.25% 11.47% 8/31/2028 900 896 882 0.00
Quest Software US Holdings, Inc. (6)(9) SOFR + 4.25% 9.45% 2/1/2029 27,742 27,535 21,673 0.09
Rally Buyer, Inc. (4)(7)(10) SOFR + 5.50% 10.72% 7/19/2028 115,373 113,125 112,711 0.47
Rally Buyer, Inc. (4)(7)(10) SOFR + 5.75% 10.85% 7/19/2028 3,955 3,642 3,624 0.02
RealPage, Inc. (9) SOFR + 3.00% 8.22% 4/24/2028 1,980 1,975 1,940 0.01
Relativity ODA, LLC (4)(7)(11) SOFR + 6.50% 11.70% 5/12/2027 875 797 788 0.00
Rocket Software, Inc. (8) SOFR + 4.25% 9.47% 11/28/2025 10,756 10,761 10,665 0.04
Rocket Software, Inc. (9) SOFR + 4.25% 9.47% 11/28/2025 3,937 3,883 3,908 0.02
S2P Acquisition Borrower, Inc. (6)(8) SOFR + 4.00% 9.20% 8/14/2026 13,036 13,054 13,017 0.05
Sailpoint Technologies, Inc. (4)(7)(10) SOFR + 6.25% 11.35% 8/16/2029 384,906 377,585 379,668 1.60
Solarwinds Holdings, Inc. (8) SOFR + 4.00% 8.85% 2/5/2027 2,993 2,970 2,997 0.01
Sophia, LP (9) L + 3.50% 9.04% 10/7/2027 1,985 1,975 1,967 0.01


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Professional Services
ALKU, LLC	(4)(10)	SOFR +	6.25%	11.57%	3/1/2028	$	55,548	$	54,264	$	54,853	0.21	%
Apex Companies, LLC	(4)(7)(11)	SOFR +	6.25%	11.62%	1/31/2028	1,605		1,562		1,600		0.01
APFS Staffing Holdings Inc	(9)	SOFR +	4.00%	9.32%	12/29/2028	5,248		5,215		5,187		0.02
Aqgen Island Holdings, Inc.	(9)	SOFR +	3.50%	8.93%	8/2/2028	41,357		41,252		41,073		0.16
Armor Holdco, Inc.	(6)(9)	SOFR +	4.50%	10.09%	12/11/2028	3,573		3,546		3,592		0.01
Cast & Crew Payroll, LLC	(9)	SOFR +	3.75%	9.07%	12/29/2028	11,727		11,618		11,629		0.04
CFGI Holdings, LLC	(4)(7)(10)	SOFR +	5.00%	10.42%	11/2/2027	21,065		20,506		20,666		0.08
Chronicle Bidco, Inc.	(4)(7)(11)	SOFR +	6.75%	12.07%	5/18/2029	46,727		46,398		46,108		0.18
Claims Automation Intermediate 2, LLC	(4)(7)(10)	SOFR +	4.75%	10.16%	12/16/2027	45,031		43,919		43,783		0.17
Clearview Buyer, Inc.	(4)(7)(10)	SOFR +	5.35%	10.74%	8/26/2027	149,350		147,087		145,084		0.55
CoreLogic, Inc.	(9)	SOFR +	3.50%	8.93%	6/2/2028	13,937		13,902		12,929		0.05
Cumming Group, Inc.	(4)(7)(11)	SOFR +	6.00%	11.32%	5/26/2027	183,020		180,605		179,404		0.69
Cumming Group, Inc.	(4)(11)	SOFR +	6.00%	11.32%	11/16/2027	1,591		1,556		1,563		0.01
Deerfield Dakota Holding, LLC	(11)	SOFR +	3.75%	9.14%	4/9/2027	85,481		85,146		83,540		0.32
Eliassen Group, LLC	(4)(10)	SOFR +	5.50%	10.84%	4/14/2028	63,342		62,698		62,392		0.24
Eliassen Group, LLC	(4)(7)(10)	SOFR +	5.50%	10.90%	4/14/2028	4,559		4,446		4,341		0.02
Emerald US, Inc.	(6)(8)	SOFR +	3.75%	9.40%	7/12/2028	3,859		3,856		3,857		0.01
EP Purchaser LLC	(9)	SOFR +	3.50%	9.15%	11/6/2028	9,576		9,400		9,480		0.04
Galaxy US Opco, Inc.	(6)(9)	SOFR +	4.75%	10.07%	4/29/2029	12,233		11,989		11,729		0.04
Guidehouse, Inc.	(4)(10)	SOFR +	6.25%	11.67%	10/16/2028	1,188,614		1,179,530		1,176,728		4.50
HIG Orca Acquisition Holdings, Inc.	(4)(11)	SOFR +	6.00%	11.56%	8/17/2027	94,077		92,861		94,077		0.36
HIG Orca Acquisition Holdings, Inc.	(4)(7)(11)	SOFR +	6.00%	11.27%	8/17/2027	8,840		8,543		8,654		0.03
IG Investments Holdings, LLC	(4)(7)(10)	SOFR +	6.00%	11.47%	9/22/2028	445,007		438,193		442,558		1.69
Inmar, Inc.	(11)	SOFR +	5.50%	10.82%	5/1/2026	29,846		28,904		29,685		0.11
Kaufman Hall & Associates, LLC	(4)(10)	SOFR +	5.25%	10.67%	12/14/2028	96,571		95,135		96,571		0.37
Kwor Acquisition, Inc.	(4)(5)(7)(10)	SOFR +	5.25%	10.67%	12/22/2028	1,402		1,351		1,287		0.00
Kwor Acquisition, Inc.	(4)(5)(7)(11)	P +	4.25%	12.50%	12/22/2027	6,698		6,569		6,424		0.02
Legacy Intermediate, LLC	(4)(10)	SOFR +	5.75%	11.32%	2/25/2028	121,949		120,256		121,949		0.47
Mantech International CP	(4)(10)	SOFR +	5.75%	11.12%	9/14/2029	772,550		759,407		768,687		2.94
Mantech International CP	(4)(10)	SOFR +	5.75%	11.08%	9/14/2029	66,144		62,162		63,171		0.24
Material Holdings, LLC	(4)(10)	SOFR +	6.00%	11.49%	8/19/2027	256,922		253,698		236,369		0.90
Material Holdings, LLC	(4)(7)(10)	SOFR +	6.00%	11.32%	8/19/2027	5,087		4,881		3,815		0.01
Minotaur Acquisition, Inc.	(8)	SOFR +	4.75%	10.17%	3/27/2026	178,503		174,932		178,107		0.68
Petrus Buyer Inc	(4)(7)(10)	SOFR +	6.50%	11.59%	10/17/2029	35,992		34,779		35,411		0.14
Polyconcept Investments B.V.	(10)	SOFR +	5.50%	10.82%	5/18/2029	24,600		24,169		23,727		0.09
Sherlock Buyer Corp.	(4)(7)(10)	SOFR +	5.75%	11.24%	12/8/2028	6,438		6,198		6,109		0.02
Thevelia US, LLC	(6)(9)	SOFR +	4.00%	9.39%	6/18/2029	34,206		32,960		34,228		0.13
Trinity Air Consultants Holdings Corp.	(4)(7)(10)	SOFR +	5.25%	10.62%	6/29/2027	19,719		19,104		19,500		0.07
Trinity Air Consultants Holdings Corp.	(4)(7)(10)	SOFR +	5.25%	10.88%	6/29/2027	26,358		25,915		26,174		0.10
Trinity Partners Holdings, LLC	(4)(7)(10)	SOFR +	5.75%	11.27%	12/21/2028	385,257		378,565		382,174		1.46
Victors CCC Buyer, LLC	(4)(7)(10)	SOFR +	5.75%	11.18%	6/1/2029	145,163		142,356		144,852		0.55
West Monroe Partners, LLC	(4)(7)(10)	SOFR +	5.25%	10.69%	11/8/2028	724,398		713,825		699,044		2.67
West Monroe Partners, LLC	(4)(7)(10)	SOFR +	5.25%	10.70%	11/8/2027	16,029		15,009		15,468		0.06
								5,368,267		5,357,579		20.46

Table of Contents

Blackstone Private Credit Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1) Footnotes Reference Rate and Spread Interest Rate (2)(15) Maturity Date Par Amount/Units (1) Cost (3) Fair Value % of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Software (continued)
Sovos Compliance, LLC (9) SOFR + 4.50% 9.72% 8/11/2028 $ 5,197 $ 5,206 $ 5,028 0.02 %
Spitfire Parent, Inc. (4)(5)(11) E + 5.50% 8.79% 3/11/2027 EUR 19,110 22,796 20,536 0.09
Spitfire Parent, Inc. (4)(11) SOFR + 5.50% 11.14% 3/11/2027 86,570 85,440 85,271 0.36
Spitfire Parent, Inc. (4)(11) SOFR + 5.50% 10.61% 3/11/2027 31,963 31,933 31,484 0.13
Stamps.com, Inc. (4)(10) L + 5.75% 10.94% 10/5/2028 859,950 847,011 838,451 3.52
Surf Holdings, LLC (6)(8) L + 3.50% 8.70% 3/5/2027 3,219 3,223 3,198 0.01
Symphony Technology Group (5)(6)(10) L + 4.75% 10.03% 7/27/2028 65,730 65,210 49,708 0.21
Symphony Technology Group (5)(6)(9) SOFR + 3.75% 9.01% 3/1/2029 30,023 29,791 28,802 0.12
Tegra118 Wealth Solutions, Inc. (8) SOFR + 4.00% 9.13% 2/18/2027 3,900 3,918 3,802 0.02
The Ultimate Software Group, Inc. (9) SOFR + 3.25% 8.27% 5/4/2026 9,968 9,967 9,797 0.04
Triple Lift, Inc. (4)(10) SOFR + 5.50% 10.23% 5/5/2028 25,915 25,505 25,397 0.11
Triple Lift, Inc. (4)(10) SOFR + 5.50% 10.87% 5/5/2028 44,154 43,543 43,271 0.18
Triple Lift, Inc. (4)(7)(10) SOFR + 5.25% 10.30% 5/5/2028 5,480 5,282 5,194 0.02
Virgin Pulse, Inc. (10) SOFR + 3.75% 8.97% 4/6/2028 41,809 41,523 39,705 0.17
Vision Solutions, Inc. (10) L + 4.00% 9.51% 4/24/2028 45,837 45,723 43,664 0.18
VS Buyer LLC (6)(8) SOFR + 3.25% 8.52% 2/28/2027 997 986 988 0.00
Zendesk Inc (4)(7)(10) SOFR + 7.00% 12.25% (incl. 3.50% PIK) 11/30/2028 920,826 894,653 906,544 3.81
11,933,346 11,842,101 49.74
Specialty Retail
CustomInk, LLC (4)(11)(18) SOFR + 6.18% 11.26% 5/3/2026 36,866 36,452 36,866 0.15
EG America, LLC (4)(6)(8) SOFR + 5.50% 10.73% 2/28/2028 46,999 45,346 45,718 0.19
EG Dutch Finco BV (6)(8) SOFR + 4.00% 9.16% 2/7/2025 988 917 975 0.00
Runner Buyer, Inc. (10) L + 5.50% 10.69% 10/20/2028 77,025 75,757 59,791 0.25
158,472 143,350 0.59
Technology Hardware, Storage & Peripherals
Lytx, Inc. (4)(11) SOFR + 6.75% 11.95% 2/28/2028 45,893 45,962 45,549 0.19
Textiles, Apparel & Luxury Goods
Mad Engine Global, LLC (11) L + 7.00% 12.54% 7/15/2027 23,335 22,928 16,743 0.07
S&S Holdings, LLC (9) SOFR + 5.00% 10.09% 3/11/2028 6,396 6,297 5,613 0.02
29,225 22,356 0.09
Trading Companies & Distributors
Foundation Building Materials, Inc. (9) L + 3.25% 8.52% 1/31/2028 14,829 14,563 14,444 0.06
Icebox Holdco III, Inc. (9) SOFR + 3.75% 9.09% 12/22/2028 15,864 15,813 15,417 0.06
LBM Acquisition, LLC (10) L + 3.75% 8.90% 12/17/2027 55,087 54,804 53,050 0.22
Park River Holdings, Inc. (10) L + 3.25% 8.52% 12/28/2027 70,686 69,541 67,967 0.29
Porcelain Acquisition Corp. (4)(7)(11) SOFR + 6.00% 11.34% 4/1/2027 82,254 80,546 79,971 0.34
Specialty Building Products Holdings, LLC (9) SOFR + 3.25% 8.45% 10/15/2028 29,885 29,834 28,680 0.12
SRS Distribution, Inc. (9) SOFR + 3.50% 8.70% 6/2/2028 8,008 7,968 7,833 0.03
SRS Distribution, Inc. (9) L + 3.50% 8.69% 6/2/2028 18,518 18,467 18,034 0.08
The Cook & Boardman Group, LLC (11) SOFR + 5.75% 10.94% 10/17/2025 24,861 24,378 22,855 0.10
The Cook & Boardman Group, LLC (11) SOFR + 5.75% 10.94% 10/18/2025 10,363 10,316 9,526 0.04
Windsor Holdings III LLC (6)(8) SOFR + 4.50% 9.72% 6/21/2030 5,000 4,925 4,918 0.02
331,155 322,695 1.36
Transportation Infrastructure
Capstone Logistics, LLC (4)(11) SOFR + 4.75% 9.95% 11/12/2027 22,118 22,172 21,787 0.09
Enstructure LLC (4)(7)(9)(18) SOFR + 6.35% 11.45% 5/25/2029 79,972 78,013 79,972 0.34


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Real Estate Management & Development
Cushman & Wakefield US Borrower LLC	(6)(9)	SOFR +	3.25%	8.67%	1/31/2030	$	4,000	$	3,955	$	3,945	0.02	%
McCarthy & Stone PLC	(4)(5)(6)(8)		7.00%	7.00%	2/2/2026	GBP	20,000	28,050		22,703		0.09
Progress Residential PM Holdings, LLC	(4)(7)(10)	SOFR +	5.50%	10.92%	2/16/2028	79,357		78,150		79,357		0.30
Progress Residential PM Holdings, LLC	(4)(7)(10)	SOFR +	5.50%	10.92%	7/25/2029	15,205		14,889		15,205		0.06
								125,044		121,210		0.47
Software
Aareon Holding GmbH	(4)(6)(7)(10)	E +	6.25%	10.05%	8/16/2030	EUR	38,317	40,541		39,243		0.15
Anaplan, Inc.	(4)(7)(10)	SOFR +	6.50%	11.82%	6/21/2029	537,534		527,991		534,606		2.04
Apex Group Treasury, LLC	(6)(9)	SOFR +	3.75%	9.38%	7/27/2028	15,179		15,153		15,075		0.06
Apttus Corp.	(10)	SOFR +	4.00%	9.43%	5/8/2028	11,628		11,618		11,505		0.04
Armstrong Bidco Limited	(4)(6)(8)	S +	5.00%	10.19%	6/28/2029	GBP	314,735	375,593		362,136		1.38
Armstrong Bidco Limited	(4)(6)(8)	S +	5.00%	10.19%	6/28/2029	GBP	164,210	196,087		188,909		0.72
Avalara Inc	(4)(7)(10)	SOFR +	7.25%	12.64%	10/19/2028	23,077		22,543		22,823		0.09
AxiomSL Group, Inc.	(4)(7)(11)	SOFR +	5.75%	11.18%	12/3/2027	77,623		76,564		77,623		0.30
Beeline, LLC	(4)(7)(10)	SOFR +	5.25%	10.67%	5/2/2029	46,492		46,075		46,468		0.18
BlueCat Networks USA, Inc.	(4)(7)(10)	SOFR +	6.00%	11.40% (incl. 2.00% PIK)	8/8/2028	71,729		70,506		70,219		0.27
BlueCat Networks USA, Inc.	(4)(10)	SOFR +	6.00%	11.27% (incl. 2.00% PIK)	8/8/2028	12,216		12,019		11,972		0.05
Bluefin Holding, LLC	(4)(5)(6)(7)(11)	SOFR +	7.25%	12.72%	9/12/2029	45,513		44,274		44,263		0.17
Boxer Parent Company, Inc.	(8)	SOFR +	3.75%	9.18%	10/2/2025	14,755		14,717		14,757		0.06
CDK Global Inc.	(9)	SOFR +	4.25%	9.64%	7/6/2029	2,985		2,974		2,989		0.01
Circana Group, L.P.	(4)(10)	SOFR +	5.75%	11.18%	12/1/2028	683,549		672,195		680,132		2.60
Circana Group, L.P.	(4)(10)	SOFR +	6.25%	11.56% (incl. 2.75% PIK)	12/1/2028	898,624		884,410		889,637		3.40
Circana Group, L.P.	(4)(7)(10)	SOFR +	5.75%	11.08%	12/1/2027	18,884		17,244		18,359		0.07
Cloudera, Inc.	(9)	SOFR +	3.75%	9.17%	10/8/2028	36,777		36,386		36,133		0.14
Community Brands ParentCo, LLC	(4)(7)(10)	SOFR +	5.65%	11.02%	2/24/2028	15,130		14,736		14,808		0.06
Confine Visual Bidco	(4)(6)(7)(10)	SOFR +	5.75%	11.05% (incl. 3.00% PIK)	2/23/2029	260,784		254,207		229,399		0.88
Connatix Buyer, Inc.	(4)(7)(10)	SOFR +	5.50%	11.16%	7/14/2027	108,184		106,613		101,337		0.39
ConnectWise, LLC	(9)	SOFR +	3.50%	8.93%	9/29/2028	28,392		28,326		28,002		0.11
Cornerstone OnDemand, Inc.	(9)	SOFR +	3.75%	9.18%	10/16/2028	27,211		27,126		25,914		0.10
Coupa Software Inc.	(4)(6)(7)(10)	SOFR +	7.50%	12.82%	2/27/2030	1,836		1,789		1,814		0.01
Delta Topco, Inc.	(10)	SOFR +	3.75%	9.07%	12/1/2027	34,797		34,765		34,518		0.13
Denali Bidco Ltd	(4)(5)(6)(7)(10)	S +	6.00%	11.19%	8/29/2030	GBP	14,404	17,619		16,870		0.06
Denali Bidco Ltd	(4)(5)(6)(8)	E +	6.00%	9.86%	8/29/2030	EUR	4,174	4,400		4,305		0.02
Diligent Corporation	(4)(11)	SOFR +	5.75%	11.12%	8/4/2025	87,750		87,229		87,092		0.33
Discovery Education, Inc.	(4)(7)(10)	SOFR +	5.75%	11.17%	4/9/2029	468,600		460,385		447,754		1.71
DTI Holdco, Inc.	(4)(7)(10)	P +	3.75%	12.00%	4/26/2027	5,760		5,760		5,207		0.02
DTI Holdco, Inc.	(10)	SOFR +	4.75%	10.12%	4/26/2029	24,750		24,167		24,156		0.09
ECI Macola Max Holding, LLC	(6)(10)	SOFR +	3.75%	9.40%	11/9/2027	11,918		11,938		11,911		0.05
Epicor Software Corp.	(10)	SOFR +	3.25%	8.68%	7/30/2027	5,937		5,959		5,936		0.02

Table of Contents


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Software (continued)
Episerver, Inc.	(4)(7)(11)	SOFR +	5.50%	11.04%	4/9/2026	$	24,910	$	24,632	$	22,963	0.09	%
Experity, Inc.	(4)(7)(10)	SOFR +	5.75%	11.24%	2/24/2028	133,943		131,894		130,995		0.50
Forterro UK Ltd.	(4)(6)(8)	ST +	4.75%	8.60%	7/9/2029	SEK	112,563	10,450		10,281		0.04
Forterro UK Ltd.	(4)(6)(9)	SA +	4.75%	6.45%	7/9/2029	CHF	14,158	14,195		15,357		0.06
Forterro UK Ltd.	(4)(6)(7)(8)	E +	4.75%	8.39%	7/9/2029	EUR	31,713	31,492		33,904		0.13
Forterro UK Ltd.	(4)(6)(10)	S +	4.75%	9.94%	7/9/2029	GBP	8,894	10,463		10,774		0.04
GI Consilio Parent, LLC	(7)(9)	SOFR +	4.00%	9.43%	5/12/2028	40,019		39,402		38,810		0.15
GI Consilio Parent, LLC	(4)(8)	S +	3.75%	8.93%	5/14/2026	GBP	1,326	1,651		1,535		0.01
Gigamon Inc.	(4)(7)(10)	SOFR +	5.75%	11.21%	3/9/2029	433,416		426,487		432,268		1.65
GovernmentJobs.com, Inc.	(4)(7)(10)	SOFR +	5.50%	10.92%	12/1/2028	143,776		141,498		142,303		0.54
GovernmentJobs.com, Inc.	(4)(7)(10)	SOFR +	5.50%	10.90%	12/1/2028	7,512		6,993		7,043		0.03
GraphPAD Software, LLC	(4)(7)(11)	SOFR +	5.50%	10.87%	4/27/2027	19,736		19,510		19,312		0.07
GraphPAD Software, LLC	(4)(7)(11)	P +	5.00%	13.50%	4/27/2027	1,416		1,391		1,374		0.01
Greeneden U.S. Holdings II, LLC	(10)	SOFR +	4.00%	9.43%	12/1/2027	5,830		5,852		5,842		0.02
HS Purchaser, LLC	(10)	SOFR +	4.00%	9.47%	11/19/2026	48,461		48,445		46,563		0.18
Idera, Inc.	(10)	SOFR +	3.75%	9.27%	3/2/2028	52,193		52,086		51,867		0.20
Imperva, Inc.	(11)	SOFR +	4.00%	9.63%	1/12/2026	18,970		19,019		19,030		0.07
ION Trading Finance Ltd.	(6)(8)	SOFR +	4.75%	10.24%	4/3/2028	27,812		27,832		27,490		0.11
Kaseya, Inc.	(4)(7)(10)	SOFR +	6.25%	11.62% (incl. 2.50% PIK)	6/25/2029	737,529		724,908		737,084		2.82
Kaseya, Inc.	(4)(7)(10)	SOFR +	3.75%	9.08%	6/25/2029	12,265		11,451		12,265		0.05
LD Lower Holdings, Inc.	(4)(11)	SOFR +	6.50%	11.99%	2/8/2026	116,878		115,753		115,709		0.44
Lightbox Intermediate, LP	(4)(8)	SOFR +	5.00%	10.65%	5/9/2026	37,620		36,998		36,021		0.14
Magnesium BorrowerCo, Inc.	(4)(10)	S +	5.75%	10.94%	5/18/2029	GBP	102,377	125,318		124,334		0.48
Magnesium BorrowerCo, Inc.	(4)(7)(10)	SOFR +	5.75%	11.17%	5/18/2029	960,466		938,944		953,186		3.65
Mandolin Technology Intermediate Holdings, Inc.	(4)(7)(9)	SOFR +	3.75%	9.29%	7/31/2028	76,930		76,069		68,595		0.26
Mandolin Technology Intermediate Holdings, Inc.	(4)(9)	SOFR +	6.25%	11.79%	6/9/2030	62,843		61,038		62,528		0.24
Medallia, Inc.	(4)(10)	SOFR +	6.00%	11.42% (incl. 5.97% PIK)	10/29/2028	1,036,226		1,021,509		1,015,502		3.88
Mitnick Purchaser, Inc.	(9)	SOFR +	4.50%	9.97%	5/2/2029	11,764		11,717		11,355		0.04
Mitratech Holdings, Inc.	(5)(7)(10)	SOFR +	3.75%	9.12%	5/18/2028	16,704		15,347		14,914		0.06
Monk Holding Co.	(4)(10)(18)	SOFR +	5.70%	10.99%	12/1/2027	11,085		10,899		11,085		0.04
Monk Holding Co.	(4)(7)(10)	SOFR +	5.50%	10.99%	12/1/2027	3,570		3,156		3,013		0.01
MRI Software, LLC	(7)(11)	SOFR +	5.50%	10.83%	2/10/2026	26,140		26,112		25,587		0.10
Neogames Connect SARL	(4)(6)(8)	E +	6.25%	9.85%	5/30/2028	EUR	100,400	102,208		106,244		0.41
Nintex Topco Limited	(4)(6)(10)	SOFR +	6.00%	11.39%	11/13/2028	676,258		666,353		639,064		2.44
NortonLifeLock, Inc.	(6)(7)(9)	SOFR +	2.00%	7.42%	9/12/2029	6,837		6,789		6,796		0.03
Onex AP Merger Sub, LLC	(4)(7)(10)	SOFR +	5.50%	10.37%	4/4/2028	21,522		21,198		21,522		0.08
Oranje Holdco Inc	(4)(7)(11)	SOFR +	7.75%	13.12%	2/1/2029	66,000		64,349		65,258		0.25
Perforce Software, Inc.	(8)	SOFR +	3.75%	9.18%	7/1/2026	15,336		15,324		14,945		0.06

Table of Contents


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Software (continued)
Project Alpha Intermediate Holding, Inc.	(8)	SOFR +	4.00%	9.43%	4/26/2024	$	14,166	$	14,173	$	14,171	0.05	%
Project Leopard Holdings, Inc.	(7)(9)	SOFR +	5.25%	10.72%	7/20/2029	140,772		134,070		122,697		0.47
Proofpoint, Inc.	(9)	SOFR +	3.25%	8.68%	8/31/2028	897		894		891		0.00
Quest Software US Holdings, Inc.	(6)(9)	SOFR +	4.25%	9.77%	2/1/2029	27,672		27,475		23,161		0.09
Rally Buyer, Inc.	(4)(7)(10)	SOFR +	5.50%	10.90%	7/19/2028	118,604		116,473		115,948		0.44
Rally Buyer, Inc.	(4)(7)(10)	SOFR +	5.50%	10.87%	7/19/2028	3,945		3,647		3,614		0.01
RealPage, Inc.	(9)	SOFR +	3.00%	8.43%	4/24/2028	1,975		1,970		1,955		0.01
Relativity ODA, LLC	(4)(7)(11)	SOFR +	6.50%	11.92%	5/12/2027	875		802		788		0.00
Rocket Software, Inc.	(8)	SOFR +	4.25%	9.68%	11/28/2025	25,728		25,508		25,752		0.10
Rocket Software, Inc.	(9)	SOFR +	4.25%	9.68%	11/28/2025	3,927		3,878		3,927		0.02
Rocket Software, Inc.	(9)	SOFR +	4.75%	10.14%	11/28/2028	28,411		27,986		28,030		0.11
S2P Acquisition Borrower, Inc.	(6)(8)	SOFR +	4.00%	9.42%	8/14/2026	13,003		13,019		13,004		0.05
Sailpoint Technologies, Inc.	(4)(7)(10)	SOFR +	6.25%	11.58%	8/16/2029	384,906		377,891		383,858		1.47
Solarwinds Holdings, Inc.	(8)	SOFR +	3.75%	9.07%	2/5/2027	2,985		2,965		2,992		0.01
Sophia, LP	(9)	SOFR +	3.50%	8.82%	10/7/2027	1,980		1,970		1,978		0.01
Sovos Compliance, LLC	(9)	SOFR +	4.50%	9.93%	8/11/2028	5,185		5,193		5,112		0.02
Spitfire Parent, Inc.	(4)(11)	E +	5.50%	9.36%	3/11/2027	EUR	19,061	22,756		20,181		0.08
Spitfire Parent, Inc.	(4)(11)	SOFR +	5.50%	10.93%	3/11/2027	86,350		85,300		86,350		0.33
Spitfire Parent, Inc.	(4)(11)	SOFR +	5.50%	10.92%	3/11/2027	31,882		31,854		31,882		0.12
Stamps.com, Inc.	(4)(10)	SOFR +	5.75%	11.17%	10/5/2028	857,773		845,484		836,329		3.20
Surf Holdings, LLC	(6)(8)	SOFR +	3.50%	8.94%	3/5/2027	3,210		3,214		3,208		0.01
Symphony Technology Group	(6)(10)	SOFR +	5.00%	10.63%	7/27/2028	65,563		65,070		49,118		0.19
Symphony Technology Group	(6)(9)	SOFR +	3.75%	9.18%	3/1/2029	29,948		29,727		29,302		0.11
Tegra118 Wealth Solutions, Inc.	(8)	SOFR +	4.00%	9.38%	2/18/2027	6,882		6,858		6,492		0.02
The Ultimate Software Group, Inc.	(9)	SOFR +	3.25%	8.62%	5/4/2026	12,436		12,429		12,415		0.05
Triple Lift, Inc.	(4)(10)	SOFR +	5.50%	11.05%	5/5/2028	69,948		68,982		67,850		0.26
Triple Lift, Inc.	(4)(7)(10)	SOFR +	5.50%	10.95%	5/5/2028	5,480		5,292		5,051		0.02
Virgin Pulse, Inc.	(10)	SOFR +	3.75%	9.18%	4/6/2028	41,702		41,432		41,693		0.16
Vision Solutions, Inc.	(10)	SOFR +	4.00%	9.61%	4/24/2028	36,698		36,603		35,662		0.14
VS Buyer LLC	(6)(8)	SOFR +	3.25%	8.67%	2/28/2027	3,488		3,465		3,480		0.01
WPEngine, Inc.	(4)(6)(7)(10)	SOFR +	6.50%	11.87%	8/14/2029	81,400		78,773		78,714		0.30
Zendesk Inc	(4)(7)(10)	SOFR +	6.75%	12.15% (incl. 3.25% PIK)	11/30/2028	928,902		903,962		919,184		3.52
								12,219,756		12,143,379		46.47
Specialty Retail
CustomInk, LLC	(4)(11)(18)	SOFR +	6.18%	11.37%	5/3/2026	36,866		36,489		36,866		0.14
EG America, LLC	(4)(6)(8)	SOFR +	4.25%	9.66%	3/31/2026	4,345		4,336		4,345		0.02
EG America, LLC	(6)(8)	SOFR +	4.00%	9.41%	2/7/2025	8,948		8,767		8,968		0.03
EG America, LLC	(6)(8)	SOFR +	4.00%	9.48%	2/7/2025	19,167		18,774		18,401		0.07
EG America, LLC	(6)(8)	SOFR +	4.25%	9.66%	3/31/2026	8,901		8,578		8,529		0.03
Runner Buyer, Inc.	(10)	SOFR +	5.50%	11.04%	10/20/2028	76,830		75,625		61,144		0.23
								152,569		138,253		0.52

Table of Contents


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - non-controlled/non-affiliated (continued)
Technology Hardware, Storage & Peripherals
Lytx, Inc.	(4)(11)	SOFR +	6.75%	12.17%	2/28/2028	$	45,893	$	45,958	$	45,893	0.18	%
Trading Companies & Distributors
Foundation Building Materials, Inc.	(9)	SOFR +	3.25%	8.88%	1/31/2028	14,791		14,540		14,664		0.06
Icebox Holdco III, Inc.	(9)	SOFR +	3.75%	9.25%	12/22/2028	15,813		15,765		15,755		0.06
LBM Acquisition, LLC	(10)	SOFR +	3.75%	9.17%	12/17/2027	44,991		44,832		44,020		0.17
Park River Holdings, Inc.	(10)	L +	3.25%	8.52%	12/28/2027	46,270		45,845		44,819		0.17
Porcelain Acquisition Corp.	(4)(7)(11)	SOFR +	6.00%	11.34%	4/1/2027	82,150		80,549		79,869		0.31
Specialty Building Products Holdings, LLC	(9)	SOFR +	3.75%	9.17%	10/15/2028	29,809		29,761		29,538		0.11
SRS Distribution, Inc.	(9)	SOFR +	3.50%	8.92%	6/2/2028	7,988		7,950		7,923		0.03
SRS Distribution, Inc.	(9)	SOFR +	3.50%	8.93%	6/2/2028	18,471		18,423		18,312		0.07
The Cook & Boardman Group, LLC	(11)	SOFR +	5.75%	11.18%	10/17/2025	24,796		24,367		24,176		0.09
The Cook & Boardman Group, LLC	(11)	SOFR +	5.75%	11.18%	10/18/2025	10,309		10,267		10,051		0.04
Windsor Holdings III, LLC	(6)(8)	SOFR +	4.50%	9.83%	8/1/2030	8,970		8,894		8,959		0.03
								301,193		298,086		1.14
Transportation Infrastructure
Capstone Logistics, LLC	(4)(11)	SOFR +	4.75%	10.17%	11/12/2027	22,062		22,112		21,896		0.08
Enstructure LLC	(4)(9)(18)	SOFR +	6.35%	10.92%	5/25/2029	98,715		96,714		98,715		0.38
Frontline Road Safety, LLC	(4)(10)	SOFR +	5.75%	11.55%	5/3/2027	169,266		167,318		166,727		0.64
Helix TS, LLC	(4)(10)	SOFR +	6.25%	11.77%	8/4/2027	93,023		91,832		92,558		0.35
Helix TS, LLC	(4)(7)(10)	SOFR +	6.25%	11.65%	8/4/2027	63,262		62,746		62,945		0.24
Italian Motorway Holdings S.à.r.l	(4)(6)(8)	E +	5.25%	8.90%	4/28/2029	EUR	236,429	243,412		248,290		0.95
Liquid Tech Solutions Holdings, LLC	(10)	SOFR +	4.75%	10.26%	3/20/2028	18,949		18,886		18,724		0.07
Roadsafe Holdings, Inc.	(4)(11)	SOFR +	5.75%	10.94%	10/19/2027	61,897		61,126		59,576		0.23
Roadsafe Holdings, Inc.	(4)(11)	SOFR +	5.75%	10.89%	1/31/2029	132,442		131,566		127,476		0.49
Safety Borrower Holdings LP	(4)(11)	SOFR +	5.25%	10.83%	9/1/2027	45,399		45,130		45,399		0.17
Safety Borrower Holdings LP	(4)(7)(11)	P +	4.25%	12.50%	9/1/2027	1,678		1,656		1,644		0.01
Sam Holding Co, Inc.	(4)(11)	SOFR +	5.00%	10.52%	9/24/2027	148,960		146,969		145,968		0.56
Sam Holding Co, Inc.	(4)(7)(11)	SOFR +	5.00%	10.40%	9/24/2027	65,200		63,522		63,513		0.24
Sam Holding Co, Inc.	(4)(7)(11)	SOFR +	5.00%	10.35%	9/24/2027	45,005		44,122		43,620		0.17
TRP Infrastructure Services, LLC	(4)(11)	SOFR +	5.50%	11.02%	7/9/2027	72,403		71,493		65,163		0.25
								1,268,604		1,262,214		4.83
Wireless Telecommunication Services
CCI Buyer, Inc.	(10)	SOFR +	4.00%	9.39%	12/17/2027	20,822		20,797		20,583		0.08
Total First Lien Debt - non-controlled/non-affiliated								43,625,275		43,199,094		165.25

Table of Contents


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt - controlled/affiliated (excluding Investments in Joint Ventures)
Chemicals
Pigments Services, Inc.	(4)(6)(11)(16)(17)	SOFR +	8.35%	13.68%	4/14/2030	$	18,572	$	17,213	$	11,329	0.04	%
Pigments Services, Inc.	(4)(6)(11)(16)	SOFR +	8.35%	13.68% (incl. 13.68% PIK)	4/14/2030	9,596		9,596		9,596		0.04
								26,809		20,925		0.08
Insurance
CFCo LLC (Benefytt Technologies, Inc.)	(4)(8)(16)(17)(18)		0.00%	0.00%	9/13/2038	86,098		12,715		12,131		0.05
Daylight Beta Parent LLC (Benefytt Technologies, Inc.)	(4)(8)(16)		10.00%	10.00% (incl. 10.00% PIK)	9/12/2033	48,069		48,069		48,069		0.18
								60,784		60,200		0.23
Total First Lien Debt - controlled/affiliated (excluding Investments in Joint Ventures)								87,593		81,125		0.31
Total First Lien Debt								43,712,868		43,280,219		165.56

Table of Contents

Blackstone Private Credit Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1) Footnotes Reference Rate and Spread Interest Rate (2)(15) Maturity Date Par Amount/Units (1) Cost (3) Fair Value % of Net Assets
Structured Finance Obligations - non-controlled/non-affiliated
Diversified Financial Services
522 Funding CLO 2020-6, Ltd. (4)(5)(6)(8) L + 6.50% 11.77% 10/23/2034 $ 3,000 $ 3,000 $ 2,610 0.01 %
AIMCO CLO Series 2015-A (5)(6)(8) L + 6.60% 11.86% 10/17/2034 7,450 7,450 6,969 0.03
Allegro CLO XI Ltd. (4)(5)(6)(8) L + 7.00% 11.23% 1/19/2033 3,895 3,861 3,664 0.02
Apidos CLO XXXIII (5)(6)(8) L + 6.35% 11.17% 10/24/2034 5,000 4,957 4,560 0.02
Apidos CLO XXXVI (4)(5)(6)(8) L + 5.95% 10.19% 7/20/2034 8,500 8,500 7,747 0.03
Ares LXI CLO, Ltd. (4)(5)(6)(8) L + 6.25% 11.06% 10/20/2034 7,750 7,750 7,009 0.03
Ares LXII CLO, Ltd. (4)(5)(6)(8) L + 6.50% 11.76% 1/25/2034 9,000 9,000 7,993 0.03
Ares XXVII CLO, Ltd. (5)(6)(8) L + 6.75% 12.00% 10/28/2034 7,000 6,939 6,431 0.03
Balboa Bay Loan Funding 2021-2, Ltd. (4)(5)(6)(8) L + 6.60% 11.41% 1/20/2035 7,000 6,938 6,300 0.03
Barings CLO Ltd 2021-II (4)(5)(6)(8) L + 6.25% 11.08% 7/15/2034 6,000 6,000 5,300 0.02
Barings CLO Ltd 2021-III (4)(5)(6)(8) L + 6.65% 11.91% 1/18/2035 7,200 7,200 6,215 0.03
Benefit Street Partners CLO XX (4)(5)(6)(8) L + 6.75% 11.58% 7/15/2034 6,500 6,500 6,078 0.03
Benefit Street Partners LLC BSP 2020-21A (4)(5)(6)(8) L + 6.70% 11.96% 10/15/2034 3,000 2,973 2,801 0.01
BlueMountain CLO XXIX Ltd (4)(5)(6)(8) L + 6.86% 12.12% 7/25/2034 2,750 2,689 2,419 0.01
Broad River Ltd 2020-1 (4)(5)(6)(8) L + 6.50% 11.75% 7/20/2034 7,000 6,950 6,493 0.03
Carlyle US CLO 2020-1, Ltd. (4)(5)(6)(8) L + 6.25% 11.50% 7/20/2034 7,000 7,000 6,349 0.03
Carval CLO V-C, LTD. (4)(5)(6)(8) L + 6.75% 11.58% 10/15/2034 8,000 7,930 7,456 0.03
Carval CLO VI-C, LTD. (4)(5)(6)(8) SOFR + 7.33% 12.39% 4/21/2034 8,750 8,670 8,323 0.03
CIFC Funding 2019-III, Ltd. (4)(5)(6)(8) L + 6.80% 11.63% 10/16/2034 8,000 8,000 7,596 0.03
CIFC Funding 2022-V, Ltd. (4)(5)(6)(8) SOFR + 7.55% 12.54% 7/16/2033 10,000 9,909 9,772 0.04
Dryden 95 CLO, Ltd. (4)(5)(6)(8) L + 6.15% 11.53% 8/20/2034 8,000 8,000 6,954 0.03
Eaton Vance CLO 2019-1 Ltd (4)(5)(6)(8) L + 6.50% 11.76% 4/15/2031 3,750 3,754 3,581 0.02
Elmwood CLO 16, Ltd. (4)(5)(6)(8) SOFR + 7.22% 12.27% 4/20/2034 6,000 5,945 5,785 0.02
Elmwood CLO III, Ltd. (4)(5)(6)(8) SOFR + 6.50% 11.76% 10/20/2034 3,500 3,500 3,304 0.01
Elmwood CLO VI, Ltd. (5)(6)(8) L + 6.50% 11.76% 10/20/2034 4,000 4,000 3,825 0.02
Flatiron RR CLO 22, LLC (5)(6)(8) L + 6.20% 11.53% 10/15/2034 5,000 5,000 4,700 0.02
Fort Washington CLO 2021-2, Ltd. (4)(5)(6)(8) L + 6.61% 11.42% 10/20/2034 12,000 11,896 10,847 0.05
Galaxy 30 CLO, Ltd. (4)(5)(6)(8) SOFR + 7.00% 11.94% 4/15/2035 3,000 2,973 2,816 0.01
Galaxy XXV CLO, Ltd. (4)(5)(6)(8) L + 5.95% 11.46% 10/25/2031 4,000 3,951 3,535 0.01
Goldentree Loan Management US Clo 12 Ltd. (4)(5)(6)(8) SOFR + 7.25% 12.30% 4/20/2034 6,500 6,444 6,261 0.03
Goldentree Loan Management US Clo 8 Ltd. (4)(5)(6)(8) L + 6.15% 10.96% 10/20/2034 6,200 6,200 5,735 0.02
Gulf Stream Meridian 5, Ltd. (4)(5)(6)(8) L + 6.33% 11.59% 7/15/2034 3,500 3,489 3,147 0.01
Gulf Stream Meridian 7, Ltd. (4)(5)(6)(8) SOFR + 6.90% 10.71% 7/15/2035 5,000 4,955 4,594 0.02
Gulf Stream Meridian GSM 2021-IIIA, Ltd. (4)(5)(6)(8) L + 6.75% 12.01% 4/15/2034 1,000 961 930 0.00
Halseypoint Clo 5, Ltd. (4)(5)(6)(8) L + 6.95% 12.41% 1/30/2035 9,500 9,332 8,712 0.04
HPS Loan Management 15-2019 Ltd (4)(5)(6)(8) SOFR + 6.80% 11.60% 1/22/2035 4,000 3,964 3,672 0.02
Jamestown CLO XIV, Ltd. (5)(6)(8) L + 7.20% 12.45% 10/20/2034 10,000 9,825 9,115 0.04
Kayne CLO III, Ltd. (4)(5)(6)(8) L + 6.50% 11.76% 4/15/2032 5,000 5,008 4,560 0.02
Magnetite XXXII Ltd (4)(5)(6)(8) SOFR + 6.90% 11.89% 4/15/2035 5,000 5,000 4,812 0.02
Morgan Stanley Eaton Vance Clo 2021-1, Ltd. (5)(6)(8) L + 6.75% 12.09% 10/20/2034 6,500 6,500 5,969 0.03
Neuberger Berman Loan Advisers CLO 38, Ltd. (5)(6)(8) L + 6.25% 11.50% 10/20/2035 11,000 11,000 10,083 0.04
OCP CLO 2021-22, Ltd. (4)(5)(6)(8) L + 6.60% 11.41% 12/2/2034 9,000 8,892 8,184 0.03
Octagon 55, Ltd (4)(5)(6)(8) L + 6.50% 11.75% 7/20/2034 11,000 10,883 9,852 0.04
Octagon 66, Ltd (4)(5)(6)(8) SOFR + 7.80% 12.87% 8/16/2033 10,000 9,908 9,742 0.04

~~Table of Contents~~

Blackstone Private Credit Fund
Condensed Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1) Footnotes Reference Rate and Spread Interest Rate (2)(15) Maturity Date Par Amount/Units (1) Cost (3) Fair Value % of Net Assets
Structured Finance Obligations - non-controlled/non-affiliated (continued)
Diversified Financial Services (continued)
Octagon Investment Partners 41, Ltd. (5)(6)(8) L + 7.13% 12.39% 10/15/2033 $ 5,000 $ 4,979 $ 4,441 0.02 %
Onex Credit Partners OCP 2020-19A (4)(5)(6)(8) L + 6.50% 11.75% 10/20/2034 4,250 4,080 3,815 0.02
Palmer Square CLO 2015-1, Ltd. (4)(5)(6)(8) L + 6.50% 11.88% 5/21/2034 2,000 1,914 1,802 0.01
Palmer Square CLO 2019-1, Ltd. (4)(5)(6)(8) L + 6.50% 11.82% 11/14/2034 12,000 12,000 10,943 0.05
Palmer Square CLO 2022-1, Ltd. (4)(5)(6)(8) SOFR + 6.40% 11.40% 4/20/2035 2,500 2,500 2,296 0.01
Park Avenue Institutional Advisers CLO Ltd 2022-1 (4)(5)(6)(8) SOFR + 7.30% 12.34% 4/20/2035 6,000 5,838 5,694 0.02
Post CLO 2021-1, Ltd. (4)(5)(6)(8) L + 6.45% 11.28% 10/15/2034 6,000 6,000 5,565 0.02
Post CLO 2022-1, Ltd. (4)(5)(6)(8) SOFR + 6.80% 11.80% 4/20/2035 5,000 4,978 4,596 0.02
PPM CLO 2, Ltd. (4)(5)(6)(8) L + 6.55% 11.81% 4/16/2032 5,000 5,007 4,245 0.02
PPM CLO 4, Ltd. (5)(6)(8) L + 6.50% 11.76% 10/18/2034 8,775 8,775 7,503 0.03
PPM CLO 5, Ltd. (5)(6)(8) L + 6.50% 11.75% 10/18/2034 4,800 4,800 4,104 0.02
Rad CLO 14, Ltd. (4)(5)(6)(8) L + 6.50% 11.33% 1/15/2035 6,750 6,750 6,102 0.03
Rockford Tower CLO 2021-3, Ltd. (5)(6)(8) L + 6.72% 12.01% 10/20/2034 4,000 3,948 3,305 0.01
RR 19, Ltd. (5)(6)(8) L + 6.50% 10.58% 10/15/2035 3,000 3,000 2,831 0.01
RR 20, Ltd. (4)(5)(6)(8) SOFR + 7.25% 12.24% 7/15/2037 4,000 3,963 3,840 0.02
Signal Peak 7, Ltd. (4)(5)(6)(8) L + 6.89% 12.19% 4/30/2032 3,875 3,845 3,590 0.02
Sound Point CLO XXVII, Ltd. (4)(5)(6)(8) L + 6.56% 11.82% 10/25/2034 6,900 6,780 5,623 0.02
Symphony CLO 34-PS, Ltd. (4)(5)(6)(8) SOFR + 7.56% 12.59% 7/24/2034 7,000 6,935 6,856 0.03
Trestles Clo IV, Ltd. (4)(5)(6)(8) L + 6.25% 11.07% 7/21/2034 8,000 8,000 7,259 0.03
Vibrant CLO XII, Ltd. (4)(5)(6)(8) L + 7.11% 12.65% 1/20/2034 2,875 2,852 2,614 0.01
Vibrant CLO XIII, Ltd. (4)(5)(6)(8) L + 7.06% 12.32% 7/15/2034 6,250 6,197 5,778 0.02
Voya CLO 2019-4, Ltd. (4)(5)(6)(8) L + 6.70% 11.96% 1/15/2035 8,250 8,105 7,542 0.03
Voya CLO 2020-2, Ltd. (4)(5)(6)(8) L + 6.40% 11.67% 7/19/2034 5,000 4,912 4,529 0.02
Total Structured Finance Obligations - non-controlled/non-affiliated 409,754 377,673 1.60
Equity
Equity - non-controlled/non-affiliated
Aerospace & Defense
Loar Acquisition 13, LLC - Common Units (4) 2,890,586 4,336 7,920 0.03
Micross Topco, Inc. (4) 116 125 146 0.00
4,461 8,066 0.03
Air Freight & Logistics
AGI Group Holdings LP - A2 Units (4) 1,674 1,674 1,221 0.01
Mode Holdings, L.P. - Class A-2 Common Units (4) 1,076,923 1,077 2,272 0.01
2,751 3,493 0.02
Distributors
Box Co-Invest Blocker, LLC (4) 3,308,320 3,308 2,977 0.01
Diversified Consumer Services
Cambium Holdings, LLC - Senior Preferred Interests (4) 11.50% 29,194,330 28,735 35,549 0.15
Deneb Ultimate Topco, LLC - Class A Units (4) 4,060 4,060 2,553 0.01
32,795 38,102 0.16


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
Second Lien Debt
Second Lien Debt - non-controlled/non-affiliated
Aerospace & Defense
Atlas CC Acquisition Corp.	(4)(10)	SOFR +	7.63%	13.31%	5/25/2029	$	44,520	$	44,049	$	40,958	0.16	%
Peraton Corp.	(10)	SOFR +	7.75%	13.23%	2/1/2029	53,259		52,723		52,282		0.20
								96,772		93,240		0.36
Air Freight & Logistics
Wwex Uni Topco Holdings, LLC	(10)	SOFR +	7.00%	12.65%	7/26/2029	33,000		32,649		28,133		0.11
Capital Markets
The Edelman Financial Engines Center, LLC	(8)	SOFR +	6.75%	12.18%	7/20/2026	14,000		13,918		13,983		0.05
Chemicals
Pearls Netherlands Bidco	(4)(6)(9)	SOFR +	7.25%	12.62%	2/25/2030	42,453		41,517		42,241		0.16
Commercial Services & Supplies
DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	6.75%	12.18%	3/30/2029	29,464		29,363		26,186		0.10
USIC Holdings, Inc.	(10)	SOFR +	6.50%	11.93%	5/14/2029	8,594		8,546		8,068		0.03
								37,909		34,254		0.13
Construction & Engineering
Thermostat Purchaser III, Inc.	(4)(10)	SOFR +	7.25%	12.82%	8/31/2029	32,725		32,362		32,725		0.13
Diversified Consumer Services
Pre-Paid Legal Services, Inc.	(4)(9)	SOFR +	7.00%	12.43%	12/14/2029	25,000		24,805		22,875		0.09
Health Care Equipment & Supplies
Confluent Medical Technologies, Inc.	(4)(9)	SOFR +	6.50%	12.04%	2/16/2030	52,500		51,663		52,369		0.20
Health Care Providers & Services
Canadian Hospital Specialties Ltd.	(4)(6)(8)		8.75%	8.75%	4/15/2029	CAD	3,800	3,017		2,473		0.01
CD&R Artemis UK Bidco Ltd.	(4)(6)(8)	S +	7.50%	12.69%	8/19/2029	GBP	65,340	87,613		79,388		0.30
CD&R Artemis UK Bidco Ltd.	(4)(5)(6)(9)	SOFR +	7.25%	12.59%	8/19/2029	25,000		24,512		24,438		0.09
Jayhawk Buyer, LLC	(4)(11)	SOFR +	8.75%	14.22%	10/15/2027	6,537		6,454		6,373		0.02
								121,596		112,672		0.42
Health Care Technology
Imprivata, Inc.	(4)(9)	SOFR +	6.25%	11.57%	12/1/2028	44,118		43,775		42,353		0.16
Hotels, Restaurants & Leisure
Mic Glen, LLC	(9)	SOFR +	6.75%	12.17%	7/30/2029	16,000		15,962		15,160		0.06
Industrial Conglomerates
Victory Buyer, LLC	(4)(9)	SOFR +	7.00%	12.43%	11/1/2029	24,677		24,484		23,073		0.09
IT Services
Dcert Buyer, Inc.	(8)	SOFR +	7.00%	12.32%	2/19/2029	60,975		61,137		57,215		0.22
Inovalon Holdings, Inc.	(4)(10)	SOFR +	10.50%	16.18% (incl. 16.18% PIK)	11/24/2033	104,901		102,829		104,901		0.40
								163,966		162,116		0.62
Life Sciences Tools & Services
Curia Global, Inc.	(4)(10)	SOFR +	6.50%	12.13%	8/31/2029	45,977		45,296		36,322		0.14
LSCS Holdings, Inc.	(4)(9)	SOFR +	8.00%	13.43%	12/17/2029	40,000		39,532		35,800		0.14
Phoenix Newco, Inc.	(4)(6)(9)	SOFR +	6.50%	11.93%	11/15/2029	52,153		51,329		52,153		0.20
								136,157		124,275		0.48
Media
Houghton Mifflin, LLC	(7)(9)	SOFR +	8.50%	13.82%	4/8/2030	80,500		78,868		73,386		0.28

Table of Contents


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
Second Lien Debt - non-controlled/non-affiliated (continued)
Pharmaceuticals
Sharp Midco, LLC	(4)(9)	SOFR +	7.25%	12.74%	12/31/2029	$	31,500	$	30,885	$	31,264	0.12	%
Professional Services
Aqgen Island Holdings, Inc.	(6)(9)	SOFR +	6.50%	12.03%	8/2/2029	20,508		20,337		19,586		0.07
Celestial Saturn Parent, Inc.	(9)	SOFR +	6.50%	11.93%	6/4/2029	134,488		133,493		114,049		0.44
Deerfield Dakota Holding, LLC	(10)	SOFR +	6.75%	12.40%	4/7/2028	27,069		27,008		25,699		0.10
Thevelia US, LLC	(4)(6)(9)	SOFR +	6.75%	12.29%	6/17/2030	182,046		177,465		181,591		0.69
								358,303		340,925		1.30
Software
Apex Group Treasury, LLC	(4)(6)(9)	SOFR +	6.75%	12.40%	7/27/2029	28,153		28,176		28,083		0.11
Cloudera, Inc.	(9)	SOFR +	6.00%	11.42%	10/8/2029	66,697		66,278		63,584		0.24
Cornerstone OnDemand, Inc.	(4)(9)	SOFR +	6.00%	11.39%	10/15/2029	34,913		33,876		33,865		0.13
HS Purchaser, LLC	(10)	SOFR +	6.75%	12.35%	11/19/2027	66,497		66,587		57,769		0.22
Human Security, Inc.	(4)(11)	SOFR +	6.75%	12.07%	7/22/2027	50,000		49,331		49,125		0.19
Human Security, Inc.	(4)(5)(11)	SOFR +	6.75%	12.16%	7/22/2027	50,000		49,331		49,125		0.19
Idera, Inc.	(4)(10)	SOFR +	6.75%	12.27%	3/2/2029	30,331		30,254		28,814		0.11
Mandolin Technology Intermediate Holdings, Inc.	(4)(9)	SOFR +	6.50%	12.04%	7/30/2029	31,950		31,626		29,234		0.11
Mitratech Holdings, Inc.	(4)(5)(10)	SOFR +	6.75%	12.27%	5/18/2029	18,000		17,946		16,560		0.06
Proofpoint, Inc.	(9)	SOFR +	6.25%	11.68%	8/31/2029	63,274		63,122		63,581		0.24
Symphony Technology Group	(6)(10)	SOFR +	8.25%	13.88%	7/27/2029	56,877		56,320		27,443		0.10
Virgin Pulse, Inc.	(10)	SOFR +	7.25%	12.68%	4/6/2029	27,000		26,860		26,966		0.10
Vision Solutions, Inc.	(10)	SOFR +	7.25%	12.86%	4/23/2029	52,499		52,328		47,554		0.18
								572,035		521,703		1.98
Trading Companies & Distributors
Icebox Holdco III, Inc.	(4)(9)	SOFR +	6.75%	12.40%	12/21/2029	14,000		13,891		12,738		0.05
Total Second Lien Debt - non-controlled/non-affiliated								1,891,517		1,779,485		6.79
Total Second Lien Debt								1,891,517		1,779,485		6.79

Table of Contents


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
Structured Finance Obligations
Structured Finance Obligations - non-controlled/non-affiliated
Diversified Financial Services
522 Funding CLO 2020-6, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.11%	10/23/2034	$	3,000	$	3,000	$	2,772	0.01	%
AIMCO CLO Series 2015-A	(5)(6)(8)	SOFR +	6.86%	12.17%	10/17/2034	7,450		7,450		7,401		0.03
Allegro CLO XI Ltd.	(4)(5)(6)(8)	SOFR +	7.26%	12.58%	1/19/2033	3,895		3,862		3,886		0.01
Apidos CLO XXXIII	(5)(6)(8)	SOFR +	6.61%	11.96%	10/24/2034	5,000		4,958		4,712		0.02
Apidos CLO XXXVI	(4)(5)(6)(8)	SOFR +	6.21%	11.28%	7/20/2034	8,500		8,500		8,058		0.03
Ares LXI CLO, Ltd.	(4)(5)(6)(8)	SOFR +	6.51%	11.58%	10/20/2034	7,750		7,750		7,271		0.03
Ares LXII CLO, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.11%	1/25/2034	9,000		9,000		8,641		0.03
Ares XXVII CLO, Ltd.	(5)(6)(8)	SOFR +	7.01%	12.34%	10/28/2034	7,000		6,940		6,739		0.03
Balboa Bay Loan Funding 2021-2, Ltd.	(4)(5)(6)(8)	SOFR +	6.86%	11.93%	1/20/2035	7,000		6,940		6,432		0.02
Barings CLO Ltd 2021-II	(4)(5)(6)(8)	SOFR +	6.51%	12.08%	7/15/2034	6,000		6,000		5,689		0.02
Barings CLO Ltd 2021-III	(4)(5)(6)(8)	SOFR +	6.91%	12.22%	1/18/2035	7,200		7,200		6,525		0.02
Benefit Street Partners CLO XX	(4)(5)(6)(8)	SOFR +	7.01%	12.58%	7/15/2034	6,500		6,500		6,266		0.02
Benefit Street Partners LLC BSP 2020-21A	(4)(5)(6)(8)	SOFR +	6.96%	12.27%	10/15/2034	3,000		2,973		2,857		0.01
BlueMountain CLO XXIX Ltd	(4)(5)(6)(8)	SOFR +	7.12%	12.47%	7/25/2034	2,750		2,691		2,586		0.01
Broad River Ltd 2020-1	(4)(5)(6)(8)	SOFR +	6.76%	12.09%	7/20/2034	7,000		6,951		6,693		0.03
Carlyle US CLO 2020-1, Ltd.	(4)(5)(6)(8)	SOFR +	6.51%	11.84%	7/20/2034	7,000		7,000		6,738		0.03
Carval CLO V-C, LTD.	(4)(5)(6)(8)	SOFR +	7.01%	12.58%	10/15/2034	8,000		7,931		7,890		0.03
Carval CLO VI-C, LTD.	(4)(5)(6)(8)	SOFR +	7.33%	12.66%	4/21/2034	8,750		8,672		8,469		0.03
CIFC Funding 2019-III, Ltd.	(4)(5)(6)(8)	SOFR +	7.06%	12.63%	10/16/2034	8,000		8,000		7,640		0.03
CIFC Funding 2022-V, Ltd.	(4)(5)(6)(8)	SOFR +	7.55%	12.86%	7/16/2033	10,000		9,911		10,048		0.04
Dryden 95 CLO, Ltd.	(4)(5)(6)(8)	SOFR +	6.15%	11.79%	8/20/2034	8,000		8,000		7,262		0.03
Eaton Vance CLO 2019-1 Ltd	(4)(5)(6)(8)	SOFR +	6.76%	12.07%	4/15/2031	3,750		3,754		3,642		0.01
Elmwood CLO 16, Ltd.	(4)(5)(6)(8)	SOFR +	7.22%	12.55%	4/20/2034	6,000		5,947		6,032		0.02
Elmwood CLO III, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.07%	10/20/2034	3,500		3,500		3,494		0.01
Elmwood CLO VI, Ltd.	(5)(6)(8)	SOFR +	6.76%	12.07%	10/20/2034	4,000		4,000		4,007		0.02
Flatiron RR CLO 22, LLC	(5)(6)(8)	SOFR +	6.46%	11.83%	10/15/2034	5,000		5,000		4,906		0.02
Fort Washington CLO 2021-2, Ltd.	(4)(5)(6)(8)	SOFR +	6.87%	11.94%	10/20/2034	12,000		11,899		11,000		0.04
Galaxy 30 CLO, Ltd.	(4)(5)(6)(8)	SOFR +	6.95%	12.26%	4/15/2035	3,000		2,973		2,991		0.01
Galaxy XXV CLO, Ltd.	(4)(5)(6)(8)	SOFR +	6.21%	11.62%	10/25/2031	4,000		3,953		3,841		0.01
Galaxy 32 CLO Ltd	(4)(5)(6)(8)	SOFR +	7.33%	12.66%	10/20/2036	2,140		2,119		2,119		0.01
Goldentree Loan Management US Clo 12 Ltd.	(4)(5)(6)(8)	SOFR +	7.25%	12.58%	4/20/2034	6,500		6,445		6,487		0.02
Goldentree Loan Management US Clo 8 Ltd.	(4)(5)(6)(8)	SOFR +	6.41%	11.48%	10/20/2034	6,200		6,200		6,022		0.02
Gulf Stream Meridian 5, Ltd.	(4)(5)(6)(8)	SOFR +	6.59%	11.90%	7/15/2034	3,500		3,489		3,448		0.01
Gulf Stream Meridian 7, Ltd.	(4)(5)(6)(8)	SOFR +	6.85%	12.16%	7/15/2035	5,000		4,956		4,828		0.02
Gulf Stream Meridian GSM 2021-IIIA, Ltd.	(4)(5)(6)(8)	SOFR +	7.01%	12.32%	4/15/2034	1,000		962		987		0.00
Halseypoint Clo 5, Ltd.	(4)(5)(6)(8)	SOFR +	7.20%	12.63%	1/30/2035	9,500		9,336		9,038		0.03
HPS Loan Management 15-2019 Ltd	(4)(5)(6)(8)	SOFR +	6.80%	11.86%	1/22/2035	4,000		3,965		3,773		0.01
Jamestown CLO XIV, Ltd.	(5)(6)(8)	SOFR +	7.46%	12.79%	10/20/2034	10,000		9,829		9,724		0.04
Kayne CLO III, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.07%	4/15/2032	5,000		5,007		4,806		0.02
KKR CLO 43 Ltd	(4)(5)(6)(8)	SOFR +	8.53%	13.84%	7/15/2034	3,000		3,023		3,037		0.01
Magnetite XXXII Ltd	(4)(5)(6)(8)	SOFR +	6.90%	12.21%	4/15/2035	5,000		5,000		4,997		0.02

Table of Contents


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
Structured Finance Obligations - non-controlled/non-affiliated (continued)
Diversified Financial Services (continued)
Morgan Stanley Eaton Vance Clo 2021-1, Ltd.	(5)(6)(8)	SOFR +	7.01%	12.38%	10/20/2034	$	6,500	$	6,500	$	6,166	0.02	%
Morgan Stanley Eaton Vance CLO 2022-17A Ltd	(4)(5)(6)(8)	SOFR +	7.90%	13.23%	7/20/2035	1,000		1,007		1,010		0.00
Neuberger Berman Loan Advisers CLO 38, Ltd.	(5)(6)(8)	SOFR +	6.51%	11.84%	10/20/2035	11,000		11,000		10,312		0.04
OCP CLO 2021-22, Ltd.	(4)(5)(6)(8)	SOFR +	6.86%	12.19%	12/2/2034	9,000		8,895		8,519		0.03
Octagon 55, Ltd	(4)(5)(6)(8)	SOFR +	6.76%	12.09%	7/20/2034	11,000		10,886		10,414		0.04
Octagon 66, Ltd	(4)(5)(6)(8)	SOFR +	7.80%	13.17%	8/16/2033	10,000		9,911		10,150		0.04
Octagon Investment Partners 41, Ltd.	(5)(6)(8)	SOFR +	7.39%	12.70%	10/15/2033	2,500		2,490		2,449		0.01
Onex Credit Partners OCP 2020-19A	(4)(5)(6)(8)	SOFR +	6.76%	12.09%	10/20/2034	4,250		4,084		4,067		0.02
Palmer Square CLO 2015-1, Ltd.	(4)(5)(6)(8)	SOFR +	6.50%	12.14%	5/21/2034	2,000		1,916		1,987		0.01
Palmer Square CLO 2019-1, Ltd.	(4)(5)(6)(8)	SOFR +	6.50%	12.13%	11/14/2034	12,000		12,000		11,913		0.05
Palmer Square CLO 2022-1, Ltd.	(4)(5)(6)(8)	SOFR +	6.35%	11.68%	4/20/2035	2,500		2,500		2,440		0.01
Park Avenue Institutional Advisers CLO Ltd 2022-1	(4)(5)(6)(8)	SOFR +	7.29%	12.62%	4/20/2035	6,000		5,841		5,919		0.02
Post CLO 2021-1, Ltd.	(4)(5)(6)(8)	SOFR +	6.71%	12.28%	10/15/2034	6,000		6,000		5,755		0.02
Post CLO 2022-1, Ltd.	(4)(5)(6)(8)	SOFR +	6.75%	12.08%	4/20/2035	5,000		4,979		4,612		0.02
PPM CLO 2, Ltd.	(4)(5)(6)(8)	SOFR +	6.81%	12.12%	4/16/2032	2,250		2,253		1,991		0.01
PPM CLO 4, Ltd.	(5)(6)(8)	SOFR +	6.76%	12.07%	10/18/2034	8,775		8,775		8,033		0.03
PPM CLO 5, Ltd.	(5)(6)(8)	SOFR +	6.76%	12.09%	10/18/2034	4,800		4,800		4,329		0.02
Rad CLO 14, Ltd.	(4)(5)(6)(8)	SOFR +	6.76%	12.33%	1/15/2035	6,750		6,750		6,294		0.02
Rockford Tower CLO 2021-3, Ltd.	(5)(6)(8)	SOFR +	6.98%	12.34%	10/20/2034	2,000		1,974		1,800		0.01
RR 19, Ltd.	(5)(6)(8)	SOFR +	6.76%	12.33%	10/15/2035	3,000		3,000		2,977		0.01
RR 20, Ltd.	(4)(5)(6)(8)	SOFR +	7.25%	12.56%	7/15/2037	4,000		3,964		4,019		0.02
Signal Peak 7, Ltd.	(4)(5)(6)(8)	SOFR +	7.15%	12.52%	4/30/2032	3,875		3,846		3,748		0.01
Sound Point CLO XXVII, Ltd.	(4)(5)(6)(8)	SOFR +	6.82%	12.17%	10/25/2034	6,900		6,783		5,979		0.02
Symphony CLO 34-PS Ltd.	(4)(5)(6)(8)	SOFR +	7.56%	12.88%	7/24/2034	4,000		3,920		4,031		0.02
Symphony CLO 30 Ltd	(4)(5)(6)(8)	SOFR +	8.39%	13.45%	4/20/2035	3,500		3,536		3,549		0.01
Trestles Clo IV, Ltd.	(4)(5)(6)(8)	SOFR +	6.51%	11.85%	7/21/2034	8,000		8,000		7,794		0.03
Vibrant CLO XII, Ltd.	(4)(5)(6)(8)	SOFR +	7.37%	12.70%	1/20/2034	2,875		2,853		2,701		0.01
Vibrant CLO XIII, Ltd.	(4)(5)(6)(8)	SOFR +	7.32%	12.63%	7/15/2034	6,250		6,198		5,846		0.02
Voya CLO 2019-4, Ltd.	(4)(5)(6)(8)	SOFR +	6.97%	12.27%	1/15/2035	8,250		8,107		7,678		0.03
Voya CLO 2020-2, Ltd.	(4)(5)(6)(8)	SOFR +	6.66%	11.98%	7/19/2034	5,000		4,914		4,790		0.02
Total Structured Finance Obligations - non-controlled/non-affiliated								409,268		395,026		1.48
Total Structured Finance Obligations								409,268		395,026		1.48
Equity
Equity - non-controlled/non-affiliated
Aerospace & Defense
Loar Acquisition 13, LLC - Common Units	(4)					2,890,586		4,336		8,672		0.03
Micross Topco, Inc.	(4)					116		125		146		0.00
								4,461		8,818		0.03
Air Freight & Logistics
AGI Group Holdings LP - A2 Units	(4)					1,674		1,674		1,115		0.00
Mode Holdings, L.P. - Class A-2 Common Units	(4)					1,076,923		1,077		2,078		0.01
								2,751		3,193		0.01

Table of Contents


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread	Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)	Cost (3)		Fair Value		% of Net Assets
Equity (continued)
Commercial Services & Supplies
GTCR Investors LP - A-1 Units	(4)				893,584	$	894	$	894	0.00	%
Distributors
Box Co-Invest Blocker, LLC - Class A Units	(4)				3,308,320	3,308		2,547		0.01
Box Co-Invest Blocker, LLC - Class C Units	(4)				401,889	390		418		0.00
						3,698		2,965		0.01
Diversified Consumer Services
Cambium Holdings, LLC - Senior Preferred Interests	(4)		11.50%		29,194,330	28,735		34,751		0.13
Deneb Ultimate Topco, LLC - Class A Units	(4)				4,060	4,060		1,976		0.01
						32,795		36,727		0.14
Diversified Financial Services
THL Fund IX Investors (Plymouth II), LP	(4)				666,667	667		667		0.00
Diversified Telecommunication Services
Point Broadband Holdings, LLC - Class A Units	(4)				12,870	10,915		13,091		0.05
Point Broadband Holdings, LLC - Class B Units	(4)				685,760	1,955		4,628		0.02
Point Broadband Holdings, LLC - Class Additional A Units	(4)				147,380	420		995		0.00
Point Broadband Holdings, LLC - Class Additional B Units	(4)				2,766	2,346		2,813		0.01
						15,636		21,527		0.08
Health Care Equipment & Supplies
GCX Corporation Group Holdings, L.P. - Class A-2 Units	(4)				4,853	4,853		2,427		0.01
Health Care Providers & Services
AVE Holdings I Corp.	(4)				12,237,213	11,870		13,461		0.05
CD&R Artemis Holdco 2 Limited - Preferred Shares	(4)(6)				33,000,000	43,662		48,553		0.19
CD&R Ulysses Equity Holdings, L.P. - Common Shares	(4)(6)				6,000,000	6,090		5,040		0.02
Jayhawk Holdings, LP - A-1 Common Units	(4)				12,472	2,220		1,601		0.01
Jayhawk Holdings, LP - A-2 Common Units	(4)				6,716	1,195		862		0.00
Maia Aggregator, L.P. - Class A Units	(4)				19,700,000	19,700		17,927		0.07
NC Eve, L.P. - LP Interest	(4)(6)				2,500,000	3,398		2,167		0.01
						88,135		89,611		0.35
Health Care Technology
Caerus Midco 2 S.À. R.L - Additional Vehicle Units	(4)(6)				988,290	988		109		0.00
Caerus Midco 2 S.À. R.L - Vehicle Units	(4)(6)				4,941,452	4,941		4,596		0.02
						5,929		4,705		0.02
Insurance
Shelf Holdco Ltd Common Equity	(4)(6)				1,300,000	1,300		1,950		0.01
RSC Topco, Inc.	(4)				100	97		99		0.00
						1,397		2,049		0.01

Table of Contents


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread	Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)	Cost (3)		Fair Value		% of Net Assets
Equity (continued)
IT Services
NC Ocala Co-Invest Beta, L.P. - LP Interest	(4)				25,687,196	$	25,687	$	27,485	0.11	%
Professional Services
Guidehouse Holding Corp. - Preferred Equity	(4)		11.50%		54,010	52,935		64,812		0.25
OHCP V TC COI, LP. - LP Interest	(4)				6,500,000	6,500		10,920		0.04
Tricor Horizon, LP	(4)(6)				14,151,361	14,274		14,151		0.05
Victors CCC Topco, LP	(4)				9,600,000	9,600		14,400		0.06
						83,309		104,283		0.40
Software
Connatix Parent, LLC - Class L Common Units	(4)				126,136	1,388		539		0.00
Expedition Holdco, LLC	(4)				810,810	810		449		0.00
Knockout Intermediated Holdings I, Inc.	(4)				49,020	47,795		55,883		0.21
Lobos Parent, Inc. - Series A Preferred Shares	(4)		10.50%		45,090	43,963		50,727		0.19
Mandolin Technology Holdings, Inc. - Series A Preferred Shares	(4)				31,950,000	30,992		29,314		0.11
Mimecast Limited	(4)				73,213,759	73,213		71,702		0.27
Zoro Common Equity	(4)				1,195,880	11,959		11,959		0.05
Zoro Series A Preferred Shares	(4)		12.50%		44,535	42,976		47,875		0.18
						253,096		268,448		1.01
Transportation Infrastructure
Atlas Intermediate Holding LLC - Preferred Interest	(4)				34,238,400	33,725		35,608		0.14
Enstructure LLC	(4)				4,642,254	3,440		4,593		0.02
Frontline Road Safety Investments, LLC - Class A Common Units	(4)				58,590	6,178		6,020		0.02
Ncp Helix Holdings, LLC. - Preferred Shares	(4)				1,485,282	1,116		1,417		0.01
						44,459		47,638		0.19
Total Equity - non-controlled/non-affiliated						567,767		621,437		2.37
Equity - non-controlled/affiliated
Distributors
GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP) - Class A Common Units	(4)(6)(16)				265,556	558		2,474		0.01
Total Equity - non-controlled/affiliated						558		2,474		0.01
Equity - controlled/affiliated (excluding Investments in Joint Ventures)
Chemicals
Pigments LP Int	(4)(6)(16)				3,943	—		—		0.00
Diversified Financial Services
Specialty Lending Company LLC - LLC Interest	(4)(6)(16)				171,900,000	171,900		181,200		0.69
Insurance
CFCo LLC (Benefytt Technologies, Inc.) - Class B Units	(4)(16)				134,166,603	—		—		0.00
Specialty Retail
GSO DL CoInvest CI LP (CustomInk, LLC) - Series A Preferred Units	(4)(6)(16)				1,500,000	1,421		1,966		0.01
Total Equity - controlled/affiliated (excluding Investments in Joint Ventures)						173,321		183,166		0.70
Total Equity						741,646		807,077		3.08

Table of Contents


Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread	Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)	Cost (3)		Fair Value		% of Net Assets
Investment in Joint Venture
BCRED Emerald JV	(6)(16)					$	2,002,500	$	2,026,930	7.75	%
BCRED Verdelite JV	(6)(16)					117,706		124,459		0.48
Total Investments in Joint Ventures Total						2,120,206		2,151,389		8.23

Total Investments - non-controlled/non-affiliated						46,493,827		45,995,042		175.89
Total Investments - non-controlled/affiliated						558		2,474		0.01
Total Investments - controlled/affiliated (excluding Investments in Joint Ventures)						260,914		264,291		1.01
Total Investments - Investments in Joint Ventures						2,120,206		2,151,389		8.23
Total Investment Portfolio						48,875,505		48,413,196		185.14
Cash and Cash Equivalents
State Street Institutional U.S. Government Money Market Fund						234,845		234,845		0.90
Other Cash and Cash Equivalents						1,047,502		1,047,502		4.01
Total Portfolio Investments, Cash and Cash Equivalents						$	50,157,852	$	49,695,543	190.05	%

(1)Unless otherwise indicated, all debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Condensed Consolidated Schedule of Investments) are denominated in dollars. As of ~~June~~September 30, 2023, the Company had investments denominated in Canadian Dollars (CAD), Euros (EUR), British Pounds (GBP), Swiss Francs (CHF), Danish Krone (DKK), Swedish Krona (SEK), Norwegian Krone (NOK), and New Zealand Dollars (NZD). 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 (in thousands) is presented for debt investments, while the number of shares or units (in whole amounts) 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.

~~Table of Contents~~

Funds Rate (“F”) or the U.S. Prime Rate (“P”)), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of ~~June~~September 30, 2023. Variable rate loans typically include an interest reference rate floor feature.

(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 (“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. 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 ~~June~~September 30, 2023, non-qualifying assets represented ~~22.2%~~21.7% of total assets as calculated in accordance with regulatory requirements.

(7)Position or portion thereof is an unfunded ~~loan~~ commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The 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):~~commitments:

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 $ 32,114 $ (3,064)
ACI Group Holdings, Inc. Delayed Draw Term Loan 8/2/2023 39,051 —
ACI Group Holdings, Inc. Revolver 8/2/2027 21,482 (322)
ADCS Clinics Intermediate Holdings, LLC Revolver 5/7/2027 3,902 (78)
ADCS Clinics Intermediate Holdings, LLC Delayed Draw Term Loan 4/14/2024 8,400 (63)
Advancing Eyecare Center, Inc. Delayed Draw Term Loan 6/13/2029 4,620 (116)
AI Altius Bidco, Inc. Delayed Draw Term Loan 12/21/2028 13,557 —
Amerilife Holdings LLC Revolver 8/31/2028 40,596 —
Amerilife Holdings LLC Delayed Draw Term Loan 8/31/2029 25,775 —
Amerivet Partners Management, Inc. Revolver 2/25/2028 11,511 (460)
Amerivet Partners Management, Inc. Delayed Draw Term Loan 2/25/2024 41,445 —
Anaplan, Inc. Revolver 6/21/2028 47,983 (480)
Apex Companies, LLC Delayed Draw Term Loan 1/31/2028 369 (5)
Armada Parent, Inc. Delayed Draw Term Loan 10/29/2023 11,250 —
Armada Parent, Inc. Revolver 10/29/2027 27,000 (540)
Armstrong Bidco Limited Delayed Draw Term Loan 6/28/2029 25,033 —
Ascend Buyer, LLC Revolver 9/30/2027 7,760 (78)
athenahealth, Inc. Delayed Draw Term Loan 2/15/2029 4,449 (156)
Atlas CC Acquisition Corp. Delayed Draw Term Loan 5/26/2026 14,403 (2,404)
Atlas CC Acquisition Corp. Revolver 5/26/2026 17,283 (1,856)
Auris Luxembourg III Sarl Revolver 2/27/2026 17,850 (330)
Avalara Inc Revolver 10/19/2028 2,308 (23)
AxiomSL Group, Inc. Delayed Draw Term Loan 12/3/2027 5,478 (55)
AxiomSL Group, Inc. Revolver 12/3/2025 5,983 —
Bazaarvoice, Inc. Revolver 5/7/2026 42,994 —
Beeline, LLC Revolver 5/2/2028 4,619 —
Beeline, LLC Delayed Draw Term Loan 5/2/2029 6,659 (33)
Benefytt Technologies, Inc. Delayed Draw Term Loan 8/12/2023 3,573 —
BlueCat Networks USA, Inc. Delayed Draw Term Loan 8/8/2028 4,615 —
BlueCat Networks USA, Inc. Delayed Draw Term Loan 8/8/2028 12,159 (122)
Caerus US 1, Inc. Delayed Draw Term Loan 5/25/2029 59,019 (590)
Caerus US 1, Inc. Revolver 5/25/2029 20,181 —
Caerus US 1, Inc. Delayed Draw Term Loan 5/25/2029 12,551 (126)
Cambium Learning Group, Inc. Revolver 7/20/2028 101,715 —
Canadian Hospital Specialties Ltd. Revolver 4/14/2027 782 —
Caramel Bidco Limited Delayed Draw Term Loan 2/24/2024 3,032 (199)
CCBlue Bidco, Inc. Delayed Draw Term Loan 12/21/2023 67,275 —
CEP V Investment 11 Sarl Delayed Draw Term Loan 2/11/2028 56,171 —
CFC Underwriting, Ltd. Delayed Draw Term Loan 11/30/2028 16,304 (204)
CFGI Holdings, LLC Revolver 11/2/2027 19,950 (399)
Chronicle Bidco, Inc. Revolver 11/14/2025 3,162 —
Circana Group, L.P. Revolver 12/1/2027 96,517 —
Claims Automation Intermediate 2, LLC Delayed Draw Term Loan 12/16/2027 68,521 (685)

~~Table of Contents~~

Investments—non-controlled/non-affiliated Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value
Clearview Buyer, Inc. Revolver 2/26/2027 $ 8,085 $ (162)
Clearview Buyer, Inc. Delayed Draw Term Loan 8/26/2024 33,015 —
Cobham Holdings, Inc. Revolver 1/9/2028 376 (8)
Community Brands ParentCo, LLC Delayed Draw Term Loan 2/24/2024 10,809 (108)
Community Brands ParentCo, LLC Revolver 2/24/2028 6,330 (127)
Confine Visual Bidco Delayed Draw Term Loan 3/11/2024 49,522 —
Connatix Buyer, Inc. Revolver 7/14/2027 16,294 (733)
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 (120)
COP Home Services TopCo IV, Inc. Revolver 12/31/2025 8,788 (94)
COP Home Services TopCo IV, Inc. Delayed Draw Term Loan 12/30/2027 48,936 (245)
Coupa Software Inc. Delayed Draw Term Loan 8/27/2024 164 (2)
Coupa Software Inc. Revolver 2/27/2030 126 (2)
CPI Buyer, LLC Revolver 11/1/2026 28,928 (579)
CPI Intermediate Holdings Inc Delayed Draw Term Loan 10/8/2029 111,547 (1,115)
Cumming Group, Inc. Revolver 5/26/2027 23,577 (589)
Cumming Group, Inc. Delayed Draw Term Loan 5/26/2027 343 —
DCA Investment Holdings, LLC Delayed Draw Term Loan 4/3/2028 4,806 —
Discovery Education, Inc. Delayed Draw Term Loan 4/9/2029 120,227 —
Discovery Education, Inc. Revolver 4/9/2029 52,540 (2,233)
Doc Generici (Diocle S.p.A.) Delayed Draw Term Loan 10/26/2024 5,288 —
DTI Holdco, Inc. Revolver 4/26/2027 6,320 —
Eliassen Group, LLC Delayed Draw Term Loan 4/14/2028 12,360 —
Emergency Power Holdings, LLC Delayed Draw Term Loan 8/17/2023 49,368 (511)
Engineered Stone Group Holdings III Ltd. Delayed Draw Term Loan 4/23/2028 23,817 —
Enstructure LLC Delayed Draw Term Loan 5/25/2029 18,743 —
ENV Bidco AB Delayed Draw Term Loan 7/19/2029 28,642 (4,404)
Episerver, Inc. Revolver 4/9/2026 3,833 (211)
Episerver, Inc. Delayed Draw Term Loan 4/9/2026 10,185 (560)
Excelitas Technologies Corp. Revolver 8/14/2028 6,996 —
Excelitas Technologies Corp. Delayed Draw Term Loan 8/13/2029 19,214 (192)
Experity, Inc. Revolver 2/24/2028 10,377 —
Forterro UK Ltd. Delayed Draw Term Loan 7/7/2029 17,829 —
Foundation Risk Partners Corp. Revolver 10/29/2027 9,529 (143)
Foundation Risk Partners Corp. Delayed Draw Term Loan 10/29/2028 11,352 —
Galway Borrower, LLC Revolver 9/30/2027 19,017 (380)
Galway Borrower, LLC Delayed Draw Term Loan 9/30/2023 2,364 (83)
GCX Corporation Buyer, LLC Delayed Draw Term Loan 9/13/2023 18,000 —
GI Consilio Parent, LLC Revolver 2/10/2026 6,300 (358)
GI Ranger Intermediate, LLC Revolver 10/29/2027 6,480 —
GI Ranger Intermediate, LLC Delayed Draw Term Loan 10/30/2028 27,360 —
Gigamon Inc. Revolver 3/11/2028 25,774 (64)
Go Car Wash Management Corp. Delayed Draw Term Loan 12/31/2026 84,833 (954)
Go Car Wash Management Corp. Delayed Draw Term Loan 5/6/2024 15,826 —
GovernmentJobs.com, Inc. Delayed Draw Term Loan 11/30/2023 62,600 (1,252)
GovernmentJobs.com, Inc. Revolver 12/2/2023 12,352 —
GraphPAD Software, LLC Delayed Draw Term Loan 4/27/2027 8,571 (171)
GraphPAD Software, LLC Revolver 4/27/2027 2,832 (42)
Groundworks, LLC Delayed Draw Term Loan 9/13/2025 130 (2)
Groundworks, LLC Revolver 3/14/2029 42 (1)
Helix TS, LLC Delayed Draw Term Loan 6/14/2024 614 —
HIG Orca Acquisition Holdings, Inc. Revolver 8/17/2027 6,663 —
HIG Orca Acquisition Holdings, Inc. Delayed Draw Term Loan 8/17/2023 9,724 —
High Street Buyer, Inc. Revolver 4/16/2027 4,186 (84)
High Street Buyer, Inc. Delayed Draw Term Loan 4/16/2028 40,581 —
Houghton Mifflin, LLC Revolver 4/7/2027 18,750 (3,415)

~~Table of Contents~~

Investments—non-controlled/non-affiliated Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value
IG Investments Holdings, LLC Revolver 9/22/2027 $ 44,828 $ (224)
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 1,040 —
Integrity Marketing Acquisition, LLC Revolver 7/9/2023 303 (6)
Integrity Marketing Acquisition, LLC Delayed Draw Term Loan 7/9/2023 1,517 (15)
ISQ Hawkeye Holdco, Inc. Revolver 8/17/2028 806 (8)
ISQ Hawkeye Holdco, Inc. Delayed Draw Term Loan 8/17/2029 453 —
Java Buyer, Inc. Delayed Draw Term Loan 12/15/2023 62,909 —
Jayhawk Buyer, LLC Delayed Draw Term Loan 10/15/2026 33 —
Jupiter Bidco Limited Delayed Draw Term Loan 8/5/2029 41,392 (127)
Kaseya, Inc. Delayed Draw Term Loan 6/25/2029 41,761 —
Kaseya, Inc. Revolver 6/25/2029 36,559 —
Knowledge Pro Buyer, Inc. Revolver 12/10/2027 6,824 —
Knowledge Pro Buyer, Inc. Delayed Draw Term Loan 12/10/2023 9,964 —
Kwor Acquisition, Inc. Delayed Draw Term Loan 12/22/2027 3,988 —
Kwor Acquisition, Inc. Revolver 12/22/2027 5,488 —
Legacy Intermediate, LLC Delayed Draw Term Loan 8/25/2023 5,923 —
Loar Group, Inc. Delayed Draw Term Loan 9/29/2023 80,000 —
Magnesium BorrowerCo, Inc. Delayed Draw Term Loan 5/18/2029 99,913 (2,478)
Mandolin Technology Intermediate Holdings, Inc. Revolver 7/30/2026 10,800 (1,323)
Mantech International CP Delayed Draw Term Loan 9/14/2029 186,262 (1,863)
Mantech International CP Revolver 9/14/2028 111,118 (1,111)
Marcone Yellowstone Buyer, Inc. Delayed Draw Term Loan 6/23/2028 5,722 (229)
Material Holdings, LLC Revolver 8/17/2027 15,897 (954)
Material Holdings, LLC Delayed Draw Term Loan 8/19/2023 14,625 —
Metis Buyer, Inc. Revolver 5/4/2026 9,000 (138)
MHE Intermediate Holdings, LLC Revolver 7/21/2027 691 —
Mitratech Holdings, Inc. Delayed Draw Term Loan 11/26/2024 70,000 (1,400)
Monk Holding Co. Delayed Draw Term Loan 8/12/2023 38,468 —
Monterey Financing, S.A.R.L Delayed Draw Term Loan 9/19/2029 55,578 —
MRI Software, LLC Revolver 2/10/2026 673 (19)
MRI Software, LLC Delayed Draw Term Loan 2/10/2026 3,159 (87)
Natus Medical Incorporated Revolver 7/21/2027 2,788 —
Navigator Acquiror, Inc. Delayed Draw Term Loan 7/16/2023 76,346 —
NDC Acquisition Corp. Revolver 3/9/2027 2,911 —
NMC Crimson Holdings, Inc. Delayed Draw Term Loan 1/1/2024 12,560 —
NortonLifeLock, Inc. Revolver 9/12/2029 3,375 (28)
Onex AP Merger Sub, LLC Revolver 4/4/2028 3,261 (16)
Onex Baltimore Buyer, Inc. Delayed Draw Term Loan 12/1/2023 57,531 —
Oranje Holdco Inc Revolver 2/1/2029 8,250 (124)
Pearce Services, LLC Delayed Draw Term Loan 6/2/2027 1,500 —
Pediatric Associates Holding Co., LLC Delayed Draw Term Loan 12/29/2028 9 —
Petrus Buyer Inc Delayed Draw Term Loan 10/17/2029 11,304 (170)
Petrus Buyer Inc Revolver 10/17/2029 5,163 (103)
PGIS Intermediate Holdings, LLC Revolver 10/16/2028 6,274 (125)
Plasma Buyer, LLC Revolver 5/12/2028 14,467 (1,230)
Plasma Buyer, LLC Delayed Draw Term Loan 5/12/2029 23,780 (238)
Point Broadband Acquisition, LLC Delayed Draw Term Loan 10/1/2023 8,760 —
Polyphase Elevator Holding Co. Revolver 6/23/2027 374 —
Polyphase Elevator Holding Co. Delayed Draw Term Loan 12/21/2027 54,535 —
Porcelain Acquisition Corp. Delayed Draw Term Loan 4/1/2027 21,722 (638)
PPV Intermediate Holdings, LLC Revolver 8/31/2029 9,910 (99)
Profile Products, LLC Revolver 11/12/2027 761 —
Profile Products, LLC Revolver 12/20/2024 6,700 —
Progress Residential PM Holdings, LLC Delayed Draw Term Loan 7/25/2029 16,623 —
Progress Residential PM Holdings, LLC Delayed Draw Term Loan 7/25/2023 2,915 —

~~Table of Contents~~

Investments—non-controlled/non-affiliated Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value
Project Leopard Holdings, Inc. Revolver 7/20/2027 $ 16,590 $ (859)
Quality Distribution LLC Revolver 4/3/2028 94 (3)
Quality Distribution LLC Delayed Draw Term Loan 10/3/2024 79 (1)
Quality Distribution LLC Revolver 7/1/2026 9,000 (405)
Rally Buyer, Inc. Revolver 7/19/2028 17,745 (355)
Rally Buyer, Inc. Delayed Draw Term Loan 7/19/2028 29,147 —
Redwood Services Group, LLC Delayed Draw Term Loan 6/15/2029 38 —
Redwood Services Group, LLC Delayed Draw Term Loan 6/15/2029 672 —
Relativity ODA, LLC Revolver 5/12/2027 4,937 (74)
Relay Purchaser, LLC Revolver 8/30/2026 28,571 (286)
Riser Merger Sub, Inc. Revolver 8/1/2028 17,857 —
Riser Merger Sub, Inc. Delayed Draw Term Loan 5/1/2024 20,331 —
RoadOne Inc Revolver 12/30/2028 275 —
RoadOne Inc Delayed Draw Term Loan 12/30/2028 177 —
RSC Acquisition, Inc. Delayed Draw Term Loan 10/30/2026 7,283 —
RWL Holdings, LLC Delayed Draw Term Loan 12/1/2027 58,064 (581)
S&P Global Engineering Solutions Revolver 5/2/2029 249 (7)
Safety Borrower Holdings LP Revolver 9/1/2027 1,678 —
Sailpoint Technologies, Inc. Revolver 8/15/2028 34,083 (426)
Sam Holding Co, Inc. Delayed Draw Term Loan 9/24/2023 2,320 —
Sam Holding Co, Inc. Revolver 3/24/2027 22,560 —
SEKO Global Logistics Network, LLC Revolver 12/30/2026 9,874 —
SEKO Global Logistics Network, LLC Delayed Draw Term Loan 12/30/2026 6,048 —
Sherlock Buyer Corp. Delayed Draw Term Loan 12/8/2028 11,177 (112)
Sherlock Buyer Corp. Revolver 12/8/2027 4,445 (89)
Smile Doctors, LLC Revolver 12/23/2027 49,877 —
Smile Doctors, LLC Delayed Draw Term Loan 6/9/2025 36,969 (370)
Smile Doctors, LLC Delayed Draw Term Loan 6/9/2025 124,106 (1,862)
Snoopy Bidco, Inc. Delayed Draw Term Loan 5/6/2024 51,214 (2,305)
SpecialtyCare, Inc. Revolver 6/18/2026 5,579 —
SpecialtyCare, Inc. Delayed Draw Term Loan 6/19/2028 6,544 —
Stepping Stones Healthcare Services, LLC Delayed Draw Term Loan 12/30/2023 18,125 —
Stepping Stones Healthcare Services, LLC Revolver 12/30/2026 18,001 —
Sunshine Cadence Holdco, LLC Delayed Draw Term Loan 3/23/2027 300 —
Tennessee Bidco Limited Delayed Draw Term Loan 6/22/2024 293,162 (8,714)
The Fertility Partners, Inc. Revolver 9/16/2027 806 —
The Fertility Partners, Inc. Delayed Draw Term Loan 3/16/2024 16,410 —
Thermostat Purchaser III, Inc. Delayed Draw Term Loan 8/31/2028 6,692 (117)
Thermostat Purchaser III, Inc. Revolver 8/31/2026 8,125 (396)
Thermostat Purchaser III, Inc. Delayed Draw Term Loan 8/31/2023 5,600 (42)
Trader Corp. Revolver 12/22/2028 6,858 —
Trinity Air Consultants Holdings Corp. Delayed Draw Term Loan 6/29/2027 18,371 —
Trinity Air Consultants Holdings Corp. Revolver 6/29/2027 12,780 (128)
Trinity Air Consultants Holdings Corp. Delayed Draw Term Loan 6/30/2026 21,904 (219)
Trinity Partners Holdings, LLC Delayed Draw Term Loan 12/21/2023 115,743 (1,157)
Triple Lift, Inc. Revolver 5/6/2028 8,815 —
UMP Holdings, LLC Delayed Draw Term Loan 7/15/2028 4,470 —
Unified Physician Management, LLC Delayed Draw Term Loan 6/18/2029 3,623 —
Unified Physician Management, LLC Revolver 6/18/2029 101,845 —
US Oral Surgery Management Holdco, LLC Revolver 11/18/2027 12,932 (614)
Victors CCC Buyer, LLC Delayed Draw Term Loan 6/1/2029 31,095 —
Victors CCC Buyer, LLC Revolver 6/1/2029 24,824 —
VT Topco, Inc. Delayed Draw Term Loan 8/1/2025 6 —
West Monroe Partners, LLC Delayed Draw Term Loan 11/9/2023 188,572 —
West Monroe Partners, LLC Revolver 11/9/2027 51,857 —
West Star Aviation Acquisition, LLC Delayed Draw Term Loan 3/1/2028 909 (18)

Investments—non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

123Dentist, Inc.

Delayed Draw Term Loan

8/10/2029

30,693

(4,295)

Aareon Holding GmbH

Delayed Draw Term Loan

9/12/2031

6,349

—

Aareon Holding GmbH

Revolver

8/8/2030

9,579

—

ACI Group Holdings, Inc.

Delayed Draw Term Loan

8/2/2024

31,047

—

ACI Group Holdings, Inc.

Revolver

8/2/2027

21,482

(269)

ADCS Clinics Intermediate Holdings, LLC

Revolver

5/7/2027

3,233

—

ADCS Clinics Intermediate Holdings, LLC

Delayed Draw Term Loan

4/14/2024

8,400

(63)

Advancing Eyecare Center, Inc.

Delayed Draw Term Loan

6/13/2029

4,620

(139)

Amerilife Holdings LLC

Delayed Draw Term Loan

8/31/2029

25,775

—

Table of Contents

Investments—non-controlled/non-affiliated Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value
WHCG Purchaser III, Inc. Revolver 6/22/2026 $ 31 $ —
Zendesk Inc Revolver 11/3/2028 97,650 (1,953)
Zendesk Inc Delayed Draw Term Loan 11/22/2028 208,035 (3,121)
Total First and Second Lien Debt $ 5,476,723 $ (69,870)

Investments—non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Amerilife Holdings LLC

Revolver

8/31/2028

40,596

—

Amerivet Partners Management, Inc.

Delayed Draw Term Loan

2/25/2024

38,090

—

Amerivet Partners Management, Inc.

Revolver

2/25/2028

11,511

(374)

Anaplan, Inc.

Revolver

6/21/2028

47,983

(240)

Apex Companies, LLC

Delayed Draw Term Loan

1/31/2028

369

(5)

Armada Parent, Inc.

Delayed Draw Term Loan

10/29/2023

11,250

—

Armada Parent, Inc.

Revolver

10/29/2027

27,000

(473)

Ascend Buyer, LLC

Revolver

9/30/2027

7,760

(78)

Atlas CC Acquisition Corp.

Delayed Draw Term Loan

5/26/2026

14,403

(1,328)

Atlas CC Acquisition Corp.

Revolver

5/26/2026

17,283

(473)

Auris Luxembourg III Sarl

Revolver

2/27/2026

17,850

(174)

Avalara Inc

Revolver

10/19/2028

2,308

(23)

AxiomSL Group, Inc.

Revolver

12/3/2025

5,983

—

Bamboo US BidCo LLC

Delayed Draw Term Loan

9/30/2030

4,708

(71)

Bamboo US BidCo LLC

Revolver

9/28/2029

6,278

(188)

Bazaarvoice, Inc.

Revolver

5/7/2026

42,994

—

Beeline, LLC

Delayed Draw Term Loan

5/2/2029

4,821

(24)

Beeline, LLC

Revolver

5/2/2028

5,543

—

BlueCat Networks USA, Inc.

Delayed Draw Term Loan

8/8/2028

9,873

—

Bluefin Holding, LLC

Revolver

9/12/2029

4,487

(112)

BradyIFS Holdings, LLC

Delayed Draw Term Loan

10/31/2029

22,277

—

BradyIFS Holdings, LLC

Term Loan

10/31/2029

200,245

—

BradyIFS Holdings, LLC

Revolver

10/31/2029

16,963

—

Caerus US 1, Inc.

Delayed Draw Term Loan

5/25/2029

6,973

—

Caerus US 1, Inc.

Delayed Draw Term Loan

5/25/2029

32,788

—

Caerus US 1, Inc.

Revolver

5/25/2029

37,208

—

Cambium Learning Group, Inc.

Revolver

7/20/2028

101,715

—

Canadian Hospital Specialties Ltd.

Revolver

4/14/2027

468

—

CCBlue Bidco, Inc.

Delayed Draw Term Loan

12/21/2023

67,102

—

CFC Underwriting, Ltd.

Delayed Draw Term Loan

11/30/2028

16,304

(204)

CFGI Holdings, LLC

Revolver

11/2/2027

19,950

(399)

CFS Brands, LLC

Revolver

10/2/2030

30,858

—

CFS Brands, LLC

Delayed Draw Term Loan

10/2/2030

20,572

—

Chronicle Bidco, Inc.

Revolver

11/14/2025

2,815

—

Circana Group, L.P.

Revolver

12/1/2027

86,026

—

Claims Automation Intermediate 2, LLC

Delayed Draw Term Loan

12/16/2027

68,521

(685)

Clearview Buyer, Inc.

Delayed Draw Term Loan

8/26/2024

33,015

—

Clearview Buyer, Inc.

Revolver

2/26/2027

8,085

(202)

Community Brands ParentCo, LLC

Delayed Draw Term Loan

2/24/2024

10,809

(108)

Community Brands ParentCo, LLC

Revolver

2/24/2028

6,330

(63)

Confine Visual Bidco

Delayed Draw Term Loan

3/11/2024

49,522

—

Connatix Buyer, Inc.

Revolver

7/14/2027

16,294

(896)

COP Home Services TopCo IV, Inc.

Delayed Draw Term Loan

12/30/2027

13,936

(209)

COP Home Services TopCo IV, Inc.

Revolver

12/31/2025

19,964

(214)

Coupa Software Inc.

Delayed Draw Term Loan

8/27/2024

164

(2)

Coupa Software Inc.

Revolver

2/27/2030

126

(1)

CPI Buyer, LLC

Revolver

11/1/2026

28,928

(579)

CPI Intermediate Holdings Inc

Delayed Draw Term Loan

10/8/2029

111,547

(1,115)

Cumming Group, Inc.

Revolver

5/26/2027

23,577

(413)

DCA Investment Holdings, LLC

Delayed Draw Term Loan

4/3/2028

122

—

Denali Bidco Ltd

Delayed Draw Term Loan

8/29/2030

6,300

(272)

Discovery Education, Inc.

Delayed Draw Term Loan

4/9/2029

120,227

—

Discovery Education, Inc.

Revolver

4/9/2029

52,540

(2,102)

Discovery Education, Inc.

Term Loan

10/3/2030

65,509

—

Doc Generici (Diocle S.p.A.)

Delayed Draw Term Loan

10/26/2024

5,288

—

DTI Holdco, Inc.

Revolver

4/26/2027

4,240

—

Table of Contents

Investments—non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Eliassen Group, LLC

Delayed Draw Term Loan

4/14/2028

9,961

—

Emergency Power Holdings, LLC

Delayed Draw Term Loan

8/17/2024

49,368

(494)

Endeavor Schools Holdings LLC

Delayed Draw Term Loan

7/18/2029

15,845

(198)

Endeavor Schools Holdings LLC

Delayed Draw Term Loan

7/18/2029

5,282

(66)

Engineered Stone Group Holdings III Ltd.

Delayed Draw Term Loan

4/23/2028

23,817

—

ENV Bidco AB

Delayed Draw Term Loan

7/19/2029

26,639

(1,532)

Episerver, Inc.

Revolver

4/9/2026

3,833

(192)

Episerver, Inc.

Delayed Draw Term Loan

4/9/2026

10,185

(509)

Excelitas Technologies Corp.

Delayed Draw Term Loan

8/13/2029

19,214

(192)

Excelitas Technologies Corp.

Revolver

8/14/2028

6,011

—

Experity, Inc.

Revolver

2/24/2028

13,452

(269)

Fencing Supply Group Acquisition, LLC

Delayed Draw Term Loan

2/29/2024

3,945

(49)

Fencing Supply Group Acquisition, LLC

Delayed Draw Term Loan

2/26/2027

3,381

—

Forterro UK Ltd.

Delayed Draw Term Loan

7/7/2029

13,362

—

Foundation Risk Partners Corp.

Revolver

10/29/2027

9,529

(143)

Foundation Risk Partners Corp.

Delayed Draw Term Loan

10/29/2028

7,831

—

Frontgrade Technologies Holdings, Inc.

Revolver

1/9/2028

516

(1)

Galway Borrower, LLC

Delayed Draw Term Loan

9/29/2028

2,460

(49)

Galway Borrower, LLC

Revolver

9/30/2027

19,017

(380)

GI Consilio Parent, LLC

Revolver

2/10/2026

4,629

(240)

GI Ranger Intermediate, LLC

Delayed Draw Term Loan

10/30/2028

27,360

—

GI Ranger Intermediate, LLC

Revolver

10/29/2027

6,480

—

Gigamon Inc.

Revolver

3/11/2028

25,774

(64)

Go Car Wash Management Corp.

Delayed Draw Term Loan

12/31/2026

84,833

(954)

GovernmentJobs.com, Inc.

Delayed Draw Term Loan

11/30/2023

55,088

—

GovernmentJobs.com, Inc.

Revolver

12/2/2023

19,764

(395)

GraphPAD Software, LLC

Delayed Draw Term Loan

4/27/2027

8,571

(129)

GraphPAD Software, LLC

Revolver

4/27/2027

1,416

—

Groundworks, LLC

Delayed Draw Term Loan

9/13/2025

(1)

Groundworks, LLC

Revolver

3/14/2029

(1)

Healthcomp Holding Company, LLC

Term Loan

11/8/2029

200,824

—

Healthcomp Holding Company, LLC

Term Loan

1/2/2024

18,171

—

Healthcomp Holding Company, LLC

Equity

1/2/2024

1,804

—

Helix TS, LLC

Delayed Draw Term Loan

6/14/2024

—

HIG Orca Acquisition Holdings, Inc.

Delayed Draw Term Loan

8/17/2027

9,724

—

HIG Orca Acquisition Holdings, Inc.

Revolver

8/17/2027

9,254

—

High Street Buyer, Inc.

Delayed Draw Term Loan

4/16/2028

37,586

—

High Street Buyer, Inc.

Revolver

4/16/2027

4,186

(84)

Houghton Mifflin, LLC

Revolver

4/7/2027

18,750

(875)

IG Investments Holdings, LLC

Revolver

9/22/2027

44,828

(224)

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

4,650

(23)

Integrity Marketing Acquisition, LLC

Revolver

8/27/2025

350

(4)

Integrity Marketing Acquisition, LLC

Revolver

8/27/2025

303

(3)

Integrity Marketing Acquisition, LLC

Delayed Draw Term Loan

8/27/2025

942

—

Iris Buyer, LLC

Delayed Draw Term Loan

10/2/2030

7,870

—

Iris Buyer, LLC

Revolver

10/2/2029

7,953

—

ISQ Hawkeye Holdco, Inc.

Delayed Draw Term Loan

8/17/2029

453

—

ISQ Hawkeye Holdco, Inc.

Revolver

8/17/2028

806

—

Java Buyer, Inc.

Delayed Draw Term Loan

12/15/2023

44,810

—

Jupiter Bidco Limited

Delayed Draw Term Loan

8/5/2029

41,392

(1,716)

Kaseya, Inc.

Delayed Draw Term Loan

6/25/2029

41,755

—

Kaseya, Inc.

Revolver

6/25/2029

36,508

—

Knowledge Pro Buyer, Inc.

Delayed Draw Term Loan

12/10/2023

9,964

—

Knowledge Pro Buyer, Inc.

Revolver

12/10/2027

3,951

—

Kwor Acquisition, Inc.

Delayed Draw Term Loan

12/22/2027

3,735

—

Table of Contents

Investments—non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Kwor Acquisition, Inc.

Revolver

12/22/2027

5,497

—

Loar Group, Inc.

Delayed Draw Term Loan

4/1/2024

47,000

—

Magnesium BorrowerCo, Inc.

Delayed Draw Term Loan

5/18/2029

99,913

(2,478)

Mandolin Technology Intermediate Holdings, Inc.

Revolver

7/30/2026

10,800

(1,026)

Mantech International CP

Delayed Draw Term Loan

9/14/2029

119,953

—

Mantech International CP

Revolver

9/14/2028

111,118

(1,111)

Marcone Yellowstone Buyer, Inc.

Delayed Draw Term Loan

6/23/2028

5,722

(286)

Material Holdings, LLC

Revolver

8/17/2027

10,810

—

Metis Buyer, Inc.

Revolver

5/4/2026

8,550

—

MHE Intermediate Holdings, LLC

Revolver

7/21/2027

370

—

Mitratech Holdings, Inc.

Delayed Draw Term Loan

11/26/2024

70,000

(1,400)

Monk Holding Co.

Delayed Draw Term Loan

12/1/2023

38,468

—

Monterey Financing, S.A.R.L

Delayed Draw Term Loan

9/19/2029

20,082

—

More Cowbell II, LLC

Delayed Draw Term Loan

9/1/2030

2,178

(27)

More Cowbell II, LLC

Revolver

9/1/2029

2,340

—

MRI Software, LLC

Revolver

2/10/2026

673

(14)

Natus Medical Incorporated

Revolver

7/21/2027

2,788

—

Navigator Acquiror, Inc.

Delayed Draw Term Loan

1/16/2025

61,027

—

NDC Acquisition Corp.

Revolver

3/9/2027

2,911

—

Neptune Holdings, Inc.

Revolver

8/14/2030

2,000

(50)

New Relic, Inc.

Term Loan

11/8/2030

115,693

—

New Relic, Inc.

Revolver

11/8/2030

12,051

—

New Relic, Inc.

Equity

11/8/2030

4,277

—

NMC Crimson Holdings, Inc.

Delayed Draw Term Loan

1/1/2024

3,651

—

NortonLifeLock, Inc.

Revolver

9/12/2029

3,375

(28)

Onex AP Merger Sub, LLC

Revolver

4/4/2028

3,261

—

Onex Baltimore Buyer, Inc.

Delayed Draw Term Loan

12/1/2023

22,053

—

Onex Baltimore Buyer, Inc.

Delayed Draw Term Loan

12/1/2027

70,001

—

Oranje Holdco Inc

Revolver

2/1/2029

8,250

(83)

Pearce Services, LLC

Delayed Draw Term Loan

6/2/2027

949

—

Petrus Buyer Inc

Delayed Draw Term Loan

10/17/2029

11,304

(170)

Petrus Buyer Inc

Revolver

10/17/2029

5,163

(52)

PGIS Intermediate Holdings, LLC

Revolver

10/16/2028

6,274

(125)

Plasma Buyer, LLC

Delayed Draw Term Loan

5/12/2029

23,780

(238)

Plasma Buyer, LLC

Revolver

5/12/2028

11,573

—

Polyphase Elevator Holding Co.

Revolver

6/23/2027

374

—

Porcelain Acquisition Corp.

Delayed Draw Term Loan

4/1/2027

21,722

—

PPV Intermediate Holdings, LLC

Revolver

8/31/2029

9,910

(99)

PPV Intermediate Holdings, LLC

Delayed Draw Term Loan

8/31/2029

4,979

(25)

Profile Products, LLC

Revolver

11/12/2027

1,280

—

Profile Products, LLC

Revolver

12/20/2024

4,538

—

Progress Residential PM Holdings, LLC

Delayed Draw Term Loan

7/25/2029

16,623

—

Progress Residential PM Holdings, LLC

Delayed Draw Term Loan

7/25/2029

2,915

—

Project Leopard Holdings, Inc.

Revolver

7/20/2027

16,946

(1,852)

Pye-Barker Fire & Safety LLC

Delayed Draw Term Loan

11/26/2027

18,278

—

Quality Distribution LLC

Revolver

7/1/2026

9,000

(405)

Quality Distribution LLC

Delayed Draw Term Loan

10/3/2024

—

Quality Distribution LLC

Revolver

4/3/2028

(3)

Qualus Power Services Corp.

Delayed Draw Term Loan

1/26/2025

35,586

(445)

Rally Buyer, Inc.

Delayed Draw Term Loan

7/19/2028

29,147

—

Rally Buyer, Inc.

Revolver

7/19/2028

14,196

—

Redwood Services Group, LLC

Delayed Draw Term Loan

6/15/2029

—

Redwood Services Group, LLC

Delayed Draw Term Loan

6/15/2029

—

Redwood Services Group, LLC

Delayed Draw Term Loan

6/15/2029

16,586

—

Relativity ODA, LLC

Revolver

5/12/2027

4,937

(74)

Riser Merger Sub, Inc.

Revolver

8/1/2028

24,351

—

Table of Contents


Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Riser Merger Sub, Inc.	Delayed Draw Term Loan	5/1/2024	$	11,724	$	—
RoadOne Inc	Delayed Draw Term Loan	12/30/2028	177		—
RoadOne Inc	Revolver	12/30/2028	275		—
RSC Acquisition, Inc.	Delayed Draw Term Loan	10/30/2026	56,133		(421)
S&P Global Engineering Solutions	Revolver	5/2/2029	249		(2)
Safety Borrower Holdings LP	Revolver	9/1/2027	1,678		—
Sailpoint Technologies, Inc.	Revolver	8/15/2028	34,083		(85)
Sam Holding Co, Inc.	Delayed Draw Term Loan	9/24/2027	720		—
Sam Holding Co, Inc.	Revolver	3/24/2027	24,000		(480)
Sam Holding Co, Inc.	Delayed Draw Term Loan	9/24/2027	38,800		—
SEKO Global Logistics Network, LLC	Revolver	12/30/2026	9,874		—
Sherlock Buyer Corp.	Delayed Draw Term Loan	12/8/2028	11,177		(112)
Sherlock Buyer Corp.	Revolver	12/8/2027	4,445		(89)
Smile Doctors, LLC	Revolver	12/23/2027	51,955		(1,039)
Smile Doctors, LLC	Delayed Draw Term Loan	12/23/2028	14,284		—
Smile Doctors, LLC	Delayed Draw Term Loan	12/23/2028	124,106		(2,482)
Snoopy Bidco, Inc.	Delayed Draw Term Loan	5/6/2024	51,214		(768)
SpecialtyCare, Inc.	Delayed Draw Term Loan	6/19/2028	6,544		—
SpecialtyCare, Inc.	Revolver	6/18/2026	5,935		(208)
Stepping Stones Healthcare Services, LLC	Delayed Draw Term Loan	12/30/2023	15,316		—
Stepping Stones Healthcare Services, LLC	Revolver	12/30/2026	19,351		—
Sunshine Cadence Holdco, LLC	Delayed Draw Term Loan	3/23/2027	200		—
Tennessee Bidco Limited	Delayed Draw Term Loan	6/22/2024	293,056		(2,802)
The Fertility Partners, Inc.	Revolver	9/16/2027	806		—
Thermostat Purchaser III, Inc.	Revolver	8/31/2026	8,125		(97)
Trader Corp.	Revolver	12/22/2028	6,899		(63)
Trinity Air Consultants Holdings Corp.	Delayed Draw Term Loan	6/29/2027	18,371		—
Trinity Air Consultants Holdings Corp.	Revolver	6/29/2027	12,780		—
Trinity Air Consultants Holdings Corp.	Delayed Draw Term Loan	6/30/2026	21,904		(219)
Trinity Partners Holdings, LLC	Delayed Draw Term Loan	12/21/2023	115,743		(1,157)
Triple Lift, Inc.	Revolver	5/6/2028	8,815		—
UMP Holdings, LLC	Delayed Draw Term Loan	7/15/2028	4,470		—
Unified Physician Management, LLC	Revolver	6/18/2029	78,506		—
US Oral Surgery Management Holdco, LLC	Revolver	11/18/2027	12,932		(291)
US Oral Surgery Management Holdco, LLC	Delayed Draw Term Loan	8/16/2029	11,202		(126)
Victors CCC Buyer, LLC	Delayed Draw Term Loan	6/1/2029	31,095		—
Victors CCC Buyer, LLC	Revolver	6/1/2029	29,205		—
West Monroe Partners, LLC	Delayed Draw Term Loan	11/9/2023	188,572		—
West Monroe Partners, LLC	Revolver	11/9/2027	54,686		—
West Star Aviation Acquisition, LLC	Delayed Draw Term Loan	3/1/2028	455		—
WHCG Purchaser III, Inc.	Revolver	6/22/2026	31		—
WPEngine, Inc.	Revolver	8/14/2029	8,140		(244)
Zendesk Inc	Delayed Draw Term Loan	11/22/2028	208,035		(3,121)
Zendesk Inc	Revolver	11/3/2028	97,650		(1,953)
Total unfunded commitments			$	5,746,595	$	(51,574)

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

(9)The interest rate floor on these investments as of ~~June~~September 30, 2023 was 0.50%.

(10)The interest rate floor on these investments as of ~~June~~September 30, 2023 was 0.75%.

(11)The interest rate floor on these investments as of ~~June~~September 30, 2023 was 1.00%.

(12)The interest rate floor on these investments as of ~~June~~September 30, 2023 was 1.25%.

(13)The interest rate floor on these investments as of ~~June~~September 30, 2023 was 1.50%.

(14)The interest rate floor on these investments as of ~~June~~September 30, 2023 was 2.00%.

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

Table of Contents

(16)Under the Investment Company 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 ~~June~~September 30, 2023, the Company’s controlled/affiliated and non-controlled/affiliated investments were as follows:


		Fair value as of December 31, 2022		Gross Additions		Gross Reductions		Change in Unrealized Gains (Losses)		Net Realized Gain (Loss)		Fair value as of June 30, 2023		Income			Fair value as of December 31, 2022		Gross Additions		Gross Reductions		Change in Unrealized Gains (Losses)		Net Realized Gain (Loss)		Fair value as of September 30, 2023		Income
Non-Controlled/Affiliated Investments	Non-Controlled/Affiliated Investments															Non-Controlled/Affiliated Investments
GSO DL Co-Invest EIS LP	GSO DL Co-Invest EIS LP	$	2,813	$	—	$	(374)	$	127	$	213	$	2,779	$	7	GSO DL Co-Invest EIS LP	$	2,813	$	—	$	(374)	$	(178)	$	213	$	2,474	$	16
Controlled/Affiliated Investments	Controlled/Affiliated Investments															Controlled/Affiliated Investments
Daylight Beta Parent LLC (Benefytt Technologies, Inc.)																Daylight Beta Parent LLC (Benefytt Technologies, Inc.)	—		48,069		—		—		—		48,069		394
CFCo LLC (Benefytt Technologies, Inc.)																CFCo LLC (Benefytt Technologies, Inc.)	—		12,715		—		(584)		—		12,131		—
CFCo LLC (Benefytt Technologies, Inc.)																CFCo LLC (Benefytt Technologies, Inc.)	—		—		—		—		—		—		—
Pigments Services, Inc.																Pigments Services, Inc.	—		17,215		—		(5,886)		—		11,329		—
Pigments Services, Inc.	Pigments Services, Inc.	—		15,344		—		(3,634)		—		11,710		—		Pigments Services, Inc.	—		9,596		—		—		—		9,596		851
Pigments Services, Inc.	Pigments Services, Inc.	—		9,069		—		—		—		9,069		262		Pigments Services, Inc.	—		—		—		—		—		—		—
Specialty Lending Company LLC	Specialty Lending Company LLC	172,330		—		—		335		—		172,665		—		Specialty Lending Company LLC	172,330		—		—		8,870		—		181,200		—
BCRED Emerald JV LP	BCRED Emerald JV LP	2,072,717		—		(112,500)		50,511		—		2,010,728		128,430		BCRED Emerald JV LP	2,072,717		—		(112,500)		66,713		—		2,026,930		211,303
BCRED Verdelite JV LP	BCRED Verdelite JV LP	115,677		—		—		3,803		—		119,480		14,351		BCRED Verdelite JV LP	115,677		—		—		8,782		—		124,459		15,597
GSO DL Co-Invest CI LP	GSO DL Co-Invest CI LP	1,881		—		—		99		—		1,980		—		GSO DL Co-Invest CI LP	1,881		—		—		85		—		1,966		—
Total	Total	$	2,365,418	$	24,413	$	(112,874)	$	51,241	$	213	$	2,328,411	$	143,050	Total	$	2,365,418	$	87,595	$	(112,874)	$	77,802	$	213	$	2,418,154	$	228,161

(17)Loan was on non-accrual status as of ~~June~~September 30, 2023.

(18)These loans are “last-out” portions of loans. The “last-out” portion of the Company's loan investment generally earns a higher interest rate than the “first-out” portion, and in exchange the “first-out” portion would generally receive priority with respect to payment principal, interest and any other amounts due thereunder over the “last-out” portion.

3741

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ADDITIONAL INFORMATION

Foreign Currency Forward Contracts

Counterparty

Currency Purchased

Currency Sold

Settlement Date

Unrealized Appreciation (Depreciation)

Counterparty

Currency Purchased

Currency Sold

Settlement Date

Unrealized Appreciation (Depreciation)

Deutsche Bank AG

USD

14,994

CAD

20,000

9/13/2023

(131)

Deutsche Bank AG

USD

14,774

CAD

20,000

12/13/2023

(16)

Goldman Sachs Bank USA

USD

79,455

DKK

546,731

9/14/2023

(1,070)

Goldman Sachs Bank USA

USD

78,907

DKK

546,731

12/14/2023

1,004

Deutsche Bank AG

USD

37,659

EUR

35,000

9/14/2023

(691)

Deutsche Bank AG

USD

37,699

EUR

35,000

12/14/2023

535

Deutsche Bank AG

USD

37,434

GBP

30,000

9/14/2023

(697)

Deutsche Bank AG

USD

37,437

GBP

30,000

12/14/2023

776

Goldman Sachs Bank USA

USD

54,286

NOK

584,117

9/14/2023

(396)

Goldman Sachs Bank USA

USD

54,685

NOK

584,117

12/14/2023

(208)

Goldman Sachs Bank USA

USD

23,352

NZD

38,100

9/14/2023

(2)

Goldman Sachs Bank USA

USD

22,481

NZD

38,100

12/14/2023

(415)

Goldman Sachs Bank USA

USD

21,982

SEK

237,106

9/14/2023

(81)

Goldman Sachs Bank USA

USD

21,394

SEK

237,106

12/14/2023

(442)

Goldman Sachs Bank USA

USD

10,174

SEK

109,749

9/13/2023

(37)

Goldman Sachs Bank USA

USD

9,902

SEK

109,749

12/13/2023

(204)

Total Foreign Currency Forward Contracts

(3,105)

Total Foreign Currency Forward Contracts

1,030


Interest Rate Swaps	Interest Rate Swaps													Interest Rate Swaps
Counterparty	Counterparty	Hedged Instrument	Company Receives	Company Pays	Maturity Date	Notional Amount		Fair Market Value		Upfront Payments / Receipts		Change in Unrealized Gains / (Losses)(1)		Counterparty	Hedged Instrument	Company Receives	Company Pays	Maturity Date	Notional Amount		Fair Market Value		Upfront Payments / Receipts		Change in Unrealized Gains / (Losses)(1)
Goldman Sachs Bank USA	Goldman Sachs Bank USA	June 2024 Notes	2.56%	SOFR + 0.93%	6/21/2024	$	435,000	$	(15,240)	$	—	$	3,685	Goldman Sachs Bank USA	June 2024 Notes	2.56%	SOFR + 0.93%	6/21/2024	$	435,000	$	(11,715)	$	—	$	7,210
Goldman Sachs Bank USA	Goldman Sachs Bank USA	September 2024 Notes	1.75%	SOFR + 0.08%	9/15/2024	365,000		(15,266)		—		2,233		Goldman Sachs Bank USA	September 2024 Notes	1.75%	SOFR + 0.08%	9/15/2024	365,000		(12,782)		—		4,717
Goldman Sachs Bank USA	Goldman Sachs Bank USA	November 2024 Notes	2.35%	SOFR + 0.66%	11/22/2024	500,000		(23,137)		—		2,225		Goldman Sachs Bank USA	November 2024 Notes	2.35%	SOFR + 0.66%	11/22/2024	500,000		(20,146)		—		5,216
Goldman Sachs Bank USA	Goldman Sachs Bank USA	January 2025 Notes	2.70%	SOFR + 0.99%	1/15/2025	500,000		(25,042)		—		1,547		Goldman Sachs Bank USA	January 2025 Notes	2.70%	SOFR + 0.99%	1/15/2025	500,000		(22,392)		—		4,197
Goldman Sachs Bank USA	Goldman Sachs Bank USA	December 2026 Notes	2.63%	SOFR + 0.26%	12/15/2026	625,000		(38,208)		—		(3,551)		Goldman Sachs Bank USA	December 2026 Notes	2.63%	SOFR + 0.26%	12/15/2026	625,000		(41,592)		—		(6,935)
Goldman Sachs Bank USA		December 2026 Notes	2.63%	SOFR + 0.26%	12/15/2026	625,000		(37,942)		—		(3,590)
Deutsche Bank														Deutsche Bank	December 2026 Notes	2.63%	SOFR + 0.26%	12/15/2026	625,000		(41,342)		—		(6,990)
Goldman Sachs Bank USA	Goldman Sachs Bank USA	March 2025 Notes	4.70%	SOFR + 2.43%	3/24/2025	400,000		(18,114)		—		(136)		Goldman Sachs Bank USA	March 2025 Notes	4.70%	SOFR + 2.43%	3/24/2025	400,000		(16,891)		—		1,087
Deutsche Bank	Deutsche Bank	March 2025 Notes	4.70%	SOFR + 2.43%	3/24/2025	500,000		(22,659)		—		(165)		Deutsche Bank	March 2025 Notes	4.70%	SOFR + 2.43%	3/24/2025	500,000		(21,128)		—		1,366
Goldman Sachs Bank USA		April 2026 UK Bonds	4.87%	SONIA + 2.78%	4/14/2026	GBP	250,000	(28,871)		—		(8,931)
Goldman Sachs Bank USA		May 2027 Notes	5.61%	SOFR + 2.79%	5/3/2027	625,000		(30,690)		—		(4,555)
Deutsche Bank														Deutsche Bank	April 2026 UK Bonds	4.87%	SONIA + 2.78%	4/14/2026	GBP	250,000	(20,953)		—		(1,013)
Sumitomo Mitsui Banking Corporation														Sumitomo Mitsui Banking Corporation	May 2027 Notes	5.61%	SOFR + 2.79%	5/3/2027	625,000		(36,163)		—		(10,027)
Sumitomo Mitsui Banking Corporation	Sumitomo Mitsui Banking Corporation	September 2025 Notes	7.05%	SOFR + 2.93%	9/27/2025	600,000		(8,638)		—		(6,472)		Sumitomo Mitsui Banking Corporation	September 2025 Notes	7.05%	SOFR + 2.93%	9/29/2025	600,000		(10,514)		—		(8,349)
Goldman Sachs Bank USA	Goldman Sachs Bank USA	October 2027 Notes	7.49%	SOFR + 3.72%	10/11/2027	350,000		(5,406)		—		(3,988)		Goldman Sachs Bank USA	October 2027 Notes	7.49%	SOFR + 3.72%	10/11/2027	350,000		(10,037)		—		(8,619)
Sumitomo Mitsui Banking Corporation	Sumitomo Mitsui Banking Corporation	September 2025 Notes	7.05%	SOFR + 2.97%	9/29/2025	200,000		(3,063)		—		(2,267)		Sumitomo Mitsui Banking Corporation	September 2025 Notes	7.05%	SOFR + 2.97%	9/29/2025	200,000		(3,669)		—		(2,873)
Total Interest Rate Swaps	Total Interest Rate Swaps							$	(272,276)	$	—	$	(23,965)	Total Interest Rate Swaps							$	(269,324)	$	—	$	(21,013)

(1) For interest rates swaps designated in qualifying hedge relationships, the change in fair value is recorded in Interest expense in the Condensed Consolidated Statements of Operations.

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

3842

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	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%	8.17%	1/29/2027	$	7,507	$	7,405	$	7,360	0.03	%
Amentum Government Services Holdings, LLC	(9)	SOFR +	4.00%	8.12%	2/15/2029	12,224		12,171		11,942		0.05
Atlas CC Acquisition Corp.	(7)(10)	L +	4.25%	8.98%	5/25/2028	57,655		56,070		45,640		0.20
Corfin Holdings, Inc.	(4)(11)	L +	5.75%	10.13%	2/5/2026	30,560		30,552		29,949		0.13
Corfin Holdings, Inc.	(4)(11)	L +	5.75%	10.13%	2/5/2026	1,694		1,671		1,660		0.01
Linquest Corp.	(4)(5)(7)(10)	L +	5.75%	9.10%	7/28/2028	155,531		152,699		148,862		0.66
Loar Group, Inc.	(4)(7)(11)	L +	7.25%	11.63%	10/2/2024	144,300		140,735		142,300		0.63
Loar Group, Inc.	(4)(11)	L +	7.25%	11.63%	9/29/2023	29,120		29,120		29,120		0.13
MAG DS Corp.	(4)(11)	L +	5.50%	10.23%	4/1/2027	10,540		10,407		9,696		0.04
Maverick Acquisition, Inc.	(4)(5)(11)	L +	6.25%	10.98%	6/1/2027	48,722		47,931		44,961		0.20
Peraton Corp.	(10)	L +	3.75%	8.13%	2/1/2028	26,527		26,512		25,952		0.11
Vertex Aerospace Services Corp.	(10)	L +	3.50%	7.88%	12/6/2028	11,918		11,865		11,726		0.05
West Star Aviation Acquisition, LLC	(4)(7)(10)	SOFR +	6.00%	8.59%	3/1/2028	4,070		3,973		3,971		0.02
								531,111		513,139		2.26
Air Freight & Logistics
AGI-CFI Holdings, Inc.	(4)(10)	SOFR +	5.75%	9.13%	6/11/2027	268,425		264,218		265,741		1.17
Alliance Ground	(4)(10)	SOFR +	5.75%	9.98%	6/11/2027	95,668		93,927		94,711		0.42
ENV Bidco AB	(4)(6)(10)	SOFR +	6.00%	10.73%	7/19/2029	102,349		99,947		99,790		0.44
ENV Bidco AB	(4)(6)(7)(8)	E +	6.00%	8.20%	7/19/2029	EUR	114,140	111,025		115,596		0.51
Livingston International, Inc.	(4)(6)(10)	L +	5.50%	10.23%	4/30/2027	104,616		103,993		103,570		0.46
Mode Purchaser, Inc.	(4)(11)	SOFR +	6.25%	10.57%	12/9/2026	34,038		33,282		34,038		0.15
Mode Purchaser, Inc.	(4)(11)	SOFR +	6.25%	10.57%	2/5/2029	168,981		166,038		168,981		0.74
Redwood Services Group, LLC	(4)(7)(10)	SOFR +	6.00%	10.69%	6/15/2029	43,077		42,294		42,191		0.19
RoadOne Inc	(4)(7)(11)	SOFR +	6.25%	10.81%	12/30/2028	1,067		1,024		1,024		0.00
RWL Holdings, LLC	(4)(7)(10)	SOFR +	5.75%	10.48%	12/31/2028	217,194		213,004		214,441		0.95
SEKO Global Logistics Network, LLC	(4)(5)(6)(11)	E +	5.00%	6.00%	12/30/2026	EUR	35,393	40,516		37,584		0.17
SEKO Global Logistics Network, LLC	(4)(5)(7)(11)	L +	4.75%	9.48%	12/30/2026	82,542		81,718		82,111		0.36
The Kenan Advantage Group, Inc.	(10)	L +	3.75%	8.13%	3/24/2026	33,842		33,697		33,074		0.15
Wwex Uni Topco Holdings, LLC	(10)	L +	4.00%	8.73%	7/26/2028	18,968		18,734		17,421		0.08
								1,303,417		1,310,273		5.79
Airlines
Air Canada	(6)(10)	L +	3.50%	8.13%	8/11/2028	12,755		12,741		12,645		0.06
United Airlines, Inc.	(6)(10)	L +	3.75%	8.11%	4/21/2028	20,165		20,213		19,967		0.09
								32,954		32,612		0.15

3943

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)	Maturity Date	Par Amount/Units (16)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Auto Components
Metis Buyer, Inc.	(5)(7)(10)	SOFR +	4.00%	8.50%	5/4/2028	$	57,438	$	56,210	$	54,273	0.24	%
Beverages
Naked Juice, LLC	(9)	SOFR +	3.25%	7.93%	1/24/2029	10,631		10,609		9,561		0.04
Triton Water Holdings, Inc.	(9)	L +	3.50%	8.23%	3/31/2028	57,402		56,420		53,578		0.24
								67,029		63,139		0.28
Building Products
Camelot Return Merger SU	(6)(8)		8.75%	8.75%	8/1/2028	7,599		6,915		6,983		0.03
Cornerstone Building Brands, Inc.	(6)(9)	SOFR +	5.63%	9.96%	8/1/2028	50,000		45,395		47,225		0.21
Cornerstone Building Brands, Inc.	(6)(9)	L +	3.25%	7.57%	4/12/2028	7,372		7,347		6,649		0.03
CP Atlas Buyer, Inc.	(9)	L +	3.50%	7.88%	11/23/2027	54,021		53,843		47,517		0.21
Engineered Stone Group Holdings III Ltd.	(4)(6)(7)(10)	SOFR +	5.51%	9.81%	4/23/2028	58,583		57,561		56,935		0.25
Engineered Stone Group Holdings III Ltd.	(4)(6)(8)	E +	5.00%	7.20%	4/23/2028	EUR	28,400	30,711		29,779		0.13
Fencing Supply Group Acquisition, LLC	(4)(5)(11)	L +	6.00%	11.21%	2/26/2027	107,885		106,619		107,885		0.48
Great Day Improvements, LLC	(4)(10)	L +	6.25%	10.98%	12/29/2027	181,913		178,885		176,455		0.78
Jacuzzi Brands, LLC	(4)(10)	SOFR +	6.00%	10.32%	4/21/2030	204,950		202,766		204,950		0.90
Jacuzzi Brands, LLC	(4)(11)	SOFR +	6.00%	10.32%	2/25/2025	52,938		52,580		52,938		0.23
Kodiak BP, LLC	(10)	L +	3.25%	7.98%	3/12/2028	48,808		48,481		45,941		0.20
L&S Mechanical Acquisition, LLC	(4)(5)(10)	L +	5.75%	10.14%	9/1/2027	113,644		111,876		106,825		0.47
Lindstrom, LLC	(4)(11)	SOFR +	6.25%	10.47%	4/7/2025	150,208		147,026		148,706		0.66
Mi Windows and Doors, LLC	(9)	SOFR +	3.50%	7.92%	12/18/2027	5,545		5,558		5,498		0.02
New Arclin US Holding Corp.	(6)(7)(9)	L +	3.75%	8.13%	10/2/2028	11,236		11,201		9,731		0.04
The Chamberlain Group, Inc.	(9)	L +	3.25%	7.63%	11/3/2029	45,466		45,147		42,966		0.19
Windows Acquisition Holdings, Inc.	(4)(5)(11)	L +	6.50%	11.23%	12/29/2026	60,465		59,655		60,465		0.27
								1,171,566		1,157,448		5.10
Capital Markets
Advisor Group Holdings, Inc.	(8)	L +	4.50%	8.88%	7/31/2026	15,667		15,700		15,357		0.07
AllSpring Buyer, LLC	(6)(9)	L +	3.00%	7.75%	11/1/2028	2,978		2,992		2,943		0.01
Resolute Investment Managers, Inc.	(11)	L +	4.25%	8.98%	4/30/2024	10,033		10,056		8,177		0.04
Situs-AMC Holdings Corporation	(4)(11)	SOFR +	5.75%	10.23%	12/22/2027	12,975		12,867		12,845		0.06
Superannuation And Investments US, LLC	(6)(9)	L +	3.75%	8.13%	12/1/2028	12,859		12,779		12,686		0.06
The Edelman Financial Engines Center, LLC	(10)	L +	3.50%	7.88%	4/7/2028	45,653		45,196		42,719		0.19
								99,590		94,727		0.43
Chemicals
DCG Acquisition Corp.	(8)	SOFR +	4.50%	8.72%	9/30/2026	4,950		4,960		4,677		0.02
Dominion Colour Corporation	(4)(6)(11)(17)	L +	8.25%	11.19%	4/6/2024	35,696		35,396		18,116		0.08
Geon Performance Solutions, LLC	(10)	L +	4.50%	9.23%	8/18/2028	3,652		3,630		3,561		0.02

4044

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)	Maturity Date	Par Amount/Units (16)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Chemicals (continued)
Hyperion Materials & Technologies, Inc.	(9)	L +	4.50%	9.23%	8/30/2028	$	17,712	$	17,660	$	17,247	0.08	%
LSF11 Skyscraper Holdco S.à r.l, LLC	(4)(6)(10)	L +	3.50%	8.23%	9/29/2027	19,653		19,577		19,260		0.08
NIC Acquisition Corp.	(10)	L +	3.75%	8.48%	12/29/2027	8,793		8,809		6,429		0.03
Olympus Water US Holding Corp.	(9)	L +	3.75%	8.50%	11/9/2028	13,708		13,694		13,195		0.06
Oxea Corporation	(6)(8)	L +	3.25%	7.00%	10/14/2024	6		6		6		0.00
WR Grace Holdings, LLC	(6)(9)	L +	3.75%	8.50%	9/22/2028	4,253		4,267		4,186		0.02
								107,999		86,677		0.39
Commercial Services & Supplies
Access CIG, LLC	(8)	L +	3.75%	7.82%	2/27/2025	32,330		32,279		31,740		0.14
Allied Universal Holdco, LLC	(9)	SOFR +	3.75%	8.17%	5/12/2028	68,605		68,383		65,312		0.29
Anticimex, Inc.	(6)(9)	L +	3.50%	8.23%	11/16/2028	16,886		16,756		16,338		0.07
APX Group, Inc.	(6)(11)	L +	3.25%	6.73%	7/10/2028	42,013		41,769		41,639		0.18
Bazaarvoice, Inc.	(4)(7)(8)	SOFR +	5.75%	10.28%	5/7/2028	368,444		368,444		368,444		1.62
Belfor Holdings, Inc.	(8)	L +	4.00%	8.38%	4/6/2026	4,911		4,926		4,886		0.02
DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	4.75%	9.07%	3/31/2028	8,150		8,071		7,844		0.03
DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	3.75%	8.07%	3/31/2028	41,187		41,227		39,488		0.17
Divisions Holding Corp.	(10)	L +	4.75%	9.13%	5/27/2028	23,795		23,610		23,245		0.10
EAB Global, Inc.	(9)	L +	3.50%	7.88%	8/16/2028	8,067		8,006		7,780		0.03
eResearchTechnology, Inc.	(11)	L +	4.50%	8.88%	2/4/2027	12,852		12,893		11,378		0.05
Foundational Education Group, Inc.	(4)(9)	SOFR +	3.75%	8.59%	8/31/2028	9,051		8,978		8,146		0.04
Garda World Security Corp.	(6)(8)	L +	4.25%	8.93%	10/30/2026	27,085		27,139		26,421		0.12
Garda World Security Corp.	(6)(8)	SOFR +	4.25%	8.53%	2/1/2029	16,492		16,352		15,914		0.07
Genuine Financial Holdings, LLC	(8)	L +	3.75%	8.33%	7/11/2025	6,078		6,067		5,866		0.03
Java Buyer, Inc.	(4)(7)(10)	L +	5.75%	10.52%	12/15/2027	166,245		163,006		159,825		0.70
JSS Holdings, Inc.	(4)(10)	L +	6.00%	10.34%	12/27/2028	46,038		45,540		46,038		0.20
JSS Holdings, Inc.	(4)(10)	L +	6.00%	10.34%	12/27/2028	240,481		237,395		240,481		1.06
Knowledge Pro Buyer, Inc.	(4)(7)(10)	L +	5.75%	10.04%	12/10/2027	51,532		50,453		50,978		0.22
KPSKY Acquisition, Inc.	(4)(10)	L +	5.50%	9.89%	10/19/2028	47,442		46,656		44,714		0.20
KPSKY Acquisition, Inc.	(4)(10)	L +	5.50%	12.00%	10/19/2028	21,259		20,894		20,036		0.09
MaxGen Energy Services Corporation	(4)(11)	L +	5.00%	9.18%	6/2/2027	83,035		81,442		80,959		0.36
Onex Baltimore Buyer, Inc.	(4)(7)(10)	SOFR +	5.75%	10.50%	12/1/2027	269,254		264,782		265,986		1.17
PECF USS Intermediate Holding III Corp.	(9)	L +	4.25%	8.63%	12/15/2028	30,534		30,546		25,574		0.11
Polyphase Elevator Holding Co.	(4)(7)(11)	SOFR +	5.50%	10.18%	6/3/2027	15,053		14,809		12,736		0.06
Recycle & Resource US, LLC	(6)(9)	L +	3.50%	8.23%	7/14/2028	5,167		5,136		4,711		0.02
Revspring, Inc.	(8)	L +	4.00%	8.73%	10/11/2025	15,284		15,197		14,787		0.07
The Action Environmental Group, Inc.	(4)(5)(12)	SOFR +	6.00%	10.66%	1/16/2026	16,094		15,691		15,892		0.07
The Action Environmental Group, Inc.	(4)(5)(12)	L +	6.00%	9.91%	1/15/2026	4,050		3,983		3,999		0.02

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	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)
The Action Environmental Group, Inc.	(4)(5)(12)	SOFR +	6.15%	10.47%	1/15/2026	$	4,459	$	4,386	$	4,403	0.02	%
TRC Companies, Inc (fka Bolt Infrastructure Merger Sub, Inc)	(9)	L +	3.75%	8.13%	12/8/2028	41,852		41,624		40,136		0.18
USIC Holdings, Inc.	(10)	L +	3.50%	7.88%	5/12/2028	24,688		24,591		23,618		0.10
Vaco Holdings, LLC	(10)	SOFR +	5.00%	9.73%	1/21/2029	21,214		21,122		20,534		0.09
Veregy Consolidated, Inc.	(4)(11)	L +	6.00%	10.41%	11/2/2027	20,376		20,415		16,708		0.07
								1,792,568		1,766,556		7.77
Construction & Engineering
Aegion Corporation	(10)	L +	4.75%	9.13%	5/17/2028	23,640		23,585		22,152		0.10
ASP Endeavor Acquisition, LLC	(4)(5)(9)	L +	6.50%	11.06%	5/3/2027	35,460		34,948		33,598		0.15
Brookfield WEC Holdings, Inc.	(9)	SOFR +	3.75%	8.07%	8/1/2025	2,993		2,864		2,986		0.01
COP Home Services TopCo IV, Inc.	(4)(5)(7)(11)	L +	5.00%	9.38%	12/31/2027	125,111		122,456		118,736		0.52
Peak Utility Services Group, Inc.	(4)(11)	L +	5.00%	9.17%	3/2/2028	23,391		23,214		22,338		0.10
Refficiency Holdings, LLC	(10)	L +	3.75%	7.82%	12/16/2027	13,801		13,674		13,102		0.06
Thermostat Purchaser III, Inc.	(4)(7)(10)	L +	4.50%	9.23%	8/31/2028	42,932		41,843		39,898		0.18
Tutor Perini Corp.	(6)(11)	L +	4.75%	9.13%	8/18/2027	2,933		2,957		2,768		0.01
								265,541		255,578		1.13
Construction Materials
White Cap Buyer, LLC	(9)	SOFR +	3.75%	8.07%	10/19/2027	35,942		35,870		34,819		0.15
Containers & Packaging
Ascend Buyer, LLC	(4)(7)(10)	SOFR +	6.25%	10.67%	10/2/2028	11,530		11,073		11,337		0.05
Berlin Packaging, LLC	(9)	L +	3.75%	7.88%	3/11/2028	28,131		28,094		27,131		0.12
Charter NEX US, Inc.	(10)	L +	3.75%	8.13%	12/1/2027	16,273		16,321		15,837		0.07
Graham Packaging Co, Inc.	(10)	L +	3.00%	7.38%	8/4/2027	9,081		9,055		8,939		0.04
LABL, Inc.	(9)	L +	5.00%	9.38%	10/29/2028	7,071		6,981		6,731		0.03
MAR Bidco Sarl	(6)(9)	L +	4.30%	9.03%	7/6/2028	3,898		3,882		3,567		0.02
Novolex, Inc.	(9)	SOFR +	3.93%	8.60%	4/13/2029	43,986		42,984		42,001		0.19
Pretium PKG Holdings, Inc.	(9)	L +	4.00%	7.74%	10/2/2028	23,650		23,293		18,971		0.08
ProAmpac PG Borrower, LLC	(10)	L +	3.75%	7.96%	11/3/2025	40,486		40,474		38,875		0.17
TricorBraun Holdings, Inc.	(9)	L +	3.25%	7.63%	3/3/2028	28,991		28,750		27,730		0.12
Trident TPI Holdings, Inc.	(7)(9)	L +	4.00%	7.67%	9/15/2028	22,865		22,788		21,993		0.10
								233,695		223,112		0.99
Distributors
BP Purchaser, LLC	(4)(10)	L +	5.50%	10.24%	12/10/2028	7,960		7,825		7,701		0.03
Bution Holdco 2, Inc.	(4)(11)	L +	6.25%	10.63%	10/17/2025	5,825		5,754		5,825		0.03
Dana Kepner Company, LLC	(4)(11)	SOFR +	6.00%	10.66%	12/29/2026	14,588		14,392		14,515		0.06
Dana Kepner Company, LLC	(4)(11)	SOFR +	6.00%	10.66%	12/29/2027	66,848		65,640		66,514		0.29
Genuine Cable Group, LLC	(4)(10)	SOFR +	5.75%	10.17%	11/2/2026	30,261		29,669		29,655		0.13

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)	Maturity Date	Par Amount/Units (16)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Distributors (continued)
Marcone Yellowstone Buyer, Inc.	(4)(5)(7)(10)	SOFR +	6.50%	7.25%	6/23/2028	$	15,810	$	15,180	$	15,164	0.07	%
Marcone Yellowstone Buyer, Inc.	(4)(5)(10)	SOFR +	6.25%	10.62%	6/23/2028	26,742		26,330		25,672		0.11
NDC Acquisition Corp.	(4)(7)(11)	L +	5.50%	10.23%	3/9/2027	22,620		22,130		22,109		0.10
Tailwind Colony Holding Corporation	(4)(11)	L +	6.25%	10.98%	11/13/2024	74,385		73,315		73,269		0.32
Unified Door & Hardware Group, LLC	(4)(11)	SOFR +	5.75%	10.52%	6/30/2025	11,911		11,408		11,375		0.05
Unified Door & Hardware Group, LLC	(4)(11)	L +	5.75%	10.49%	12/18/2027	52,948		52,332		52,022		0.23
								323,975		323,821		1.42
Diversified Consumer Services
Ascend Learning, LLC	(9)	L +	3.50%	7.88%	12/11/2028	30,790		30,294		29,188		0.13
Cambium Learning Group, Inc.	(4)(7)(10)	L +	5.50%	9.74%	7/20/2028	958,418		950,821		958,418		4.22
Colibri Group, LLC	(10)	SOFR +	5.00%	8.87%	3/12/2029	13,099		12,998		12,260		0.05
Dreambox Learning Holding, LLC	(4)(5)(10)	L +	6.25%	9.44%	12/1/2027	135,213		132,990		127,101		0.56
EM Bidco Limited	(6)(9)	SOFR +	4.25%	8.93%	7/6/2029	4,168		4,154		4,083		0.02
Go Car Wash Management Corp.	(4)(7)(11)	SOFR +	6.25%	10.67%	12/31/2026	48,755		46,720		47,045		0.21
Go Car Wash Management Corp.	(4)(14)	SOFR +	6.25%	10.67%	12/31/2026	42,256		41,527		41,199		0.18
KUEHG Corp.	(11)	L +	3.75%	8.48%	2/21/2025	46,275		45,808		44,559		0.20
Learning Care Group	(11)	L +	3.25%	7.61%	3/13/2025	37,491		36,954		34,974		0.15
Pre-Paid Legal Services, Inc.	(9)	L +	3.75%	8.13%	12/15/2028	15,896		15,734		15,323		0.07
Rinchem Company, LLC	(4)(9)	SOFR +	4.50%	9.18%	3/2/2029	4,025		4,007		3,814		0.02
Sunshine Cadence Holdco, LLC	(4)(7)(10)	SOFR +	6.50%	10.24%	3/23/2027	700		680		679		0.00
Sunshine Cadence Holdco, LLC	(8)	L +	4.25%	8.98%	3/23/2027	39,696		36,960		36,421		0.16
TruGreen Limited Partnership	(10)	L +	4.00%	8.38%	11/2/2027	5,895		5,924		5,250		0.02
University Support Services, LLC	(9)	L +	3.25%	7.63%	2/10/2029	14,898		14,738		14,525		0.06
Weld North Education, LLC	(9)	L +	3.75%	7.72%	12/21/2027	9,326		9,326		9,161		0.04
								1,389,635		1,384,000		6.09
Diversified Financial Services
Barbri Holdings, Inc.	(4)(7)(10)	L +	5.75%	10.13%	4/28/2028	129,071		127,193		127,765		0.56
Comet Acquisition, Inc.	(4)(9)	SOFR +	4.25%	8.98%	10/24/2025	15,830		15,626		15,355		0.07
Lereta, LLC	(10)	L +	5.25%	9.63%	7/30/2028	29,455		29,220		25,921		0.11
Mitchell International, Inc.	(9)	L +	3.75%	8.41%	10/15/2028	66,990		66,327		61,932		0.27
Polaris Newco, LLC	(9)	L +	4.00%	8.73%	6/2/2028	41,862		41,380		38,304		0.17
Sedgwick Claims Management Services, Inc.	(6)(11)	L +	4.25%	8.63%	9/3/2026	2,399		2,418		2,375		0.01
Sedgwick Claims Management Services, Inc.	(6)(8)	L +	3.75%	8.13%	9/3/2026	2,851		2,854		2,804		0.01
SelectQuote, Inc.	(4)(10)	SOFR +	8.00%	12.42% (incl. 2.00% PIK)	11/5/2024	274,238		273,743		246,814		1.09
								558,761		521,270		2.29

4347

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	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 Telecommunication Services
Numericable US, LLC	(6)(8)	L +	3.69%	7.77%	1/31/2026	$	15,505	$	15,446	$	14,406	0.06	%
Numericable US, LLC	(6)(8)	L +	4.00%	8.65%	8/14/2026	33,493		33,515		31,246		0.14
Numericable US, LLC	(6)(8)	L +	2.75%	7.16%	7/31/2025	2,861		2,834		2,723		0.01
Point Broadband Acquisition, LLC	(4)(7)(11)	L +	6.00%	10.56%	10/1/2028	194,794		190,399		189,073		0.83
Zacapa, LLC	(6)(9)	SOFR +	4.25%	8.83%	3/22/2029	6,082		6,069		5,861		0.03
Zayo Group Holdings, Inc.	(9)	SOFR +	4.25%	8.57%	3/9/2027	4,857		4,742		4,054		0.02
								253,005		247,363		1.09
Electric Utilities
Qualus Power Services Corp.	(4)(7)(11)	L +	5.25%	10.01%	3/26/2027	50,994		50,060		50,425		0.22
Electrical Equipment
Emergency Power Holdings, LLC	(4)(5)(7)(11)	L +	5.50%	10.23%	8/17/2028	193,050		189,496		189,111		0.83
Madison IAQ, LLC	(9)	L +	3.25%	7.99%	6/21/2028	50,454		49,866		47,067		0.21
Relay Purchaser, LLC	(4)(5)(7)(10)	L +	6.00%	10.73%	8/30/2028	186,571		183,344		185,353		0.82
Shoals Holdings, LLC	(4)(11)	SOFR +	3.25%	7.51%	11/25/2026	11,262		11,075		11,318		0.05
								433,781		432,849		1.91
Electronic Equipment, Instruments & Components
Albireo Energy, LLC	(4)(5)(11)	L +	6.00%	10.75%	12/23/2026	35,138		34,718		32,854		0.14
CPI Intermediate Holdings Inc	(4)(7)(10)	SOFR +	5.50%	9.68%	10/8/2029	465,710		455,099		455,280		2.01
Infinite Bidco, LLC	(9)	L +	3.25%	7.98%	3/2/2028	39,231		39,080		37,760		0.17
Ingram Micro, Inc.	(9)	L +	3.50%	8.23%	6/30/2028	3,940		3,909		3,891		0.02
Jupiter Bidco Limited	(4)(6)(10)	SOFR +	6.25%	10.83%	8/27/2029	88,177		85,665		85,532		0.38
Jupiter Bidco Limited	(4)(6)(7)(9)	E +	6.25%	8.45%	8/27/2029	EUR	5,922	2,718		3,972		0.02
LTI Holdings, Inc.	(8)	L +	3.50%	7.88%	9/6/2025	4,948		4,936		4,749		0.02
Presidio, Inc.	(8)	SOFR +	3.50%	7.92%	1/22/2027	2,197		2,200		2,167		0.01
								628,325		626,205		2.77

4448

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)	Maturity Date	Par Amount/Units (16)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Energy Equipment & Services
Abaco Energy Technologies, LLC	(4)(13)	L +	7.00%	11.29%	10/4/2024	$	8,031	$	7,738	$	8,031	0.04	%
EnergySolutions, LLC	(11)	L +	3.75%	8.48%	5/9/2025	4,675		4,675		4,369		0.02
ISQ Hawkeye Holdco, Inc.	(4)(7)(10)	SOFR +	6.25%	10.63%	8/17/2029	8,189		7,967		8,048		0.04
Tetra Technologies, Inc.	(4)(6)(11)	L +	6.25%	10.63%	9/10/2025	22,793		22,080		22,793		0.10
								42,460		43,241		0.20
Entertainment
CE Intermediate I, LLC	(4)(9)	L +	4.00%	8.59%	11/10/2028	7,719		7,655		7,372		0.03
Recorded Books, Inc.	(8)	SOFR +	4.00%	8.32%	8/29/2025	11,815		11,832		11,584		0.05
								19,487		18,956		0.08
Food Products
Quantum Bidco, Ltd.	(6)(8)	S +	6.00%	6.28%	1/29/2028	GBP	18,500	24,611		19,080		0.08
Snacking Investments US, LLC	(6)(11)	L +	4.00%	8.32%	12/18/2026	4,944		4,970		4,833		0.02
								29,581		23,913		0.10
Health Care Equipment & Supplies
Advancing Eyecare Center, Inc.	(4)(7)(9)	SOFR +	5.75%	10.48%	6/13/2029	25,380		24,746		24,255		0.11
Auris Luxembourg III Sarl	(6)(8)	L +	3.75%	8.68%	2/27/2026	34,532		34,030		30,993		0.14
CPI Buyer, LLC	(4)(7)(10)	L +	5.50%	10.23%	11/1/2028	161,899		158,173		153,414		0.68
Egrotron Acquisition, LLC	(4)(10)	SOFR +	5.75%	10.18%	7/6/2028	67,705		66,462		66,182		0.29
GCX Corporation Buyer, LLC	(4)(5)(7)(10)	L +	5.50%	9.84%	9/13/2028	245,025		240,888		240,440		1.06
Mozart Borrower LP	(7)(9)	L +	3.25%	7.63%	10/23/2028	1,985		1,884		477		0.00
Natus Medical Incorporated	(4)(7)(9)	SOFR +	5.50%	8.68%	7/20/2029	53,463		50,042		49,330		0.22
Resonetics, LLC	(10)	L +	4.00%	8.41%	4/28/2028	81,849		80,299		78,166		0.34
Sunshine Luxembourg VII S.à r.l, LLC	(6)(10)	L +	3.75%	8.48%	10/1/2026	23,496		23,346		22,560		0.10
TecoStar Holdings, Inc.	(11)	L +	3.50%	7.24%	5/1/2024	25,881		25,647		21,764		0.10
								705,517		687,581		3.04
Health Care Providers & Services
123Dentist, Inc.	(4)(6)(7)(10)	C +	5.75%	10.36%	8/10/2029	CAD	204,779	156,140		144,435		0.64
ACI Group Holdings, Inc.	(4)(5)(7)(10)	L +	5.75%	10.13%	8/2/2028	92,158		90,007		90,086		0.40
ADCS Clinics Intermediate Holdings, LLC	(4)(7)(11)	L +	6.50%	11.66%	5/7/2027	20,661		20,251		20,229		0.09
ADMI Corp.	(9)	L +	3.75%	8.13%	12/23/2027	46,518		46,278		42,491		0.19
Amerivet Partners Management, Inc.	(4)(5)(7)(10)	SOFR +	5.50%	9.59%	2/25/2028	17,532		16,596		15,861		0.07
AMGH Holding Corp.	(11)	L +	4.25%	8.63%	3/14/2025	11,615		11,628		8,300		0.04
Canadian Hospital Specialties Ltd.	(4)(5)(6)(7)(11)	C +	4.50%	9.36%	4/14/2028	CAD	16,795	12,933		14,973		0.07
Caramel Bidco Limited	(4)(5)(6)(8)	S +	6.00%	9.43%	2/24/2029	GBP	60,000	78,167		69,698		0.31
Caramel Bidco Limited	(4)(5)(6)(7)(8)	SOFR +	6.00%	9.43%	2/24/2024	GBP	5,392	6,968		4,202		0.02
CCBlue Bidco, Inc.	(4)(7)(10)	L +	6.25%	9.92% (incl. 2.75% PIK)	12/21/2028	499,035		488,434		470,913		2.08

4549

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	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)
CHG Healthcare Services, Inc.	(9)	L +	3.25%	7.63%	9/29/2028	$	8,021	$	7,983	$	7,864	0.03	%
Covenant Surgical Partners, Inc.	(8)	L +	4.00%	8.41%	7/1/2026	2,951		2,916		2,501		0.01
Cross Country Healthcare, Inc.	(4)(10)	L +	5.75%	10.14%	6/8/2027	48,234		46,982		48,234		0.21
DCA Investment Holdings, LLC	(4)(7)(10)	SOFR +	6.00%	9.98%	4/3/2028	25,015		24,846		24,620		0.11
Epoch Acquisition, Inc.	(4)(11)	SOFR +	6.00%	10.19%	10/4/2024	29,118		29,118		28,972		0.13
Global Medical Response, Inc.	(11)	L +	4.25%	8.42%	10/2/2025	34,291		34,358		24,239		0.11
Gordian Medical, Inc.	(4)(10)	L +	6.25%	10.98%	1/31/2027	51,790		50,515		37,548		0.17
Heartland Dental, LLC	(8)	L +	4.00%	8.39%	4/30/2025	47,639		47,471		44,388		0.20
Jayhawk Buyer, LLC	(4)(7)(11)	L +	5.00%	9.73%	10/15/2026	274,677		270,560		271,930		1.20
LifePoint Health, Inc.	(8)	L +	3.75%	8.16%	11/16/2025	43,804		43,532		41,401		0.18
Medical Knowledge Group, LLC	(4)(10)	SOFR +	5.75%	9.99%	2/1/2029	21,910		21,243		21,636		0.10
Medical Knowledge Group, LLC	(4)(10)	L +	5.75%	10.04	2/1/2029	163,706		160,860		161,660		0.71
Midwest Physician Administrative Services, LLC	(10)	L +	3.25%	7.98%	3/12/2028	19,182		19,113		17,719		0.08
National Mentor Holdings, Inc.	(10)	L +	3.75%	8.48%	3/2/2028	11,192		11,182		7,884		0.03
Navigator Acquiror, Inc.	(4)(7)(9)	L +	5.75%	9.98% (incl.5.11% PIK)	7/16/2027	416,586		413,661		412,420		1.82
NMSC Holdings, Inc.	(10)	SOFR +	5.25%	9.67%	2/23/2029	7,476		7,405		6,156		0.03
Odyssey Holding Company, LLC	(4)(11)	L +	5.75%	10.45%	11/16/2025	63,649		63,333		63,649		0.28
Onex TSG Intermediate Corp.	(6)(10)	L +	4.75%	9.16%	2/28/2028	23,023		22,873		20,622		0.09
Pathway Vet Alliance, LLC	(8)	L +	3.75%	8.13%	3/31/2027	30,697		30,494		25,734		0.11
Pediatric Associates Holding Co., LLC	(7)(9)	L +	3.25%	7.63%	12/29/2028	5,036		4,910		4,778		0.02
PetVet Care Centers, LLC	(10)	L +	3.50%	7.88%	2/14/2025	54,403		54,377		51,297		0.23
Phoenix Guarantor, Inc.	(6)(8)	L +	3.50%	7.88%	3/5/2026	17,904		17,889		16,891		0.07
Plasma Buyer, LLC	(4)(7)(10)	SOFR +	5.75%	10.07%	5/12/2029	91,493		89,190		86,487		0.38
PPV Intermediate Holdings, LLC	(4)(7)(10)	SOFR +	5.75%	10.07%	8/31/2029	114,624		112,184		113,256		0.50
PSKW Intermediate, LLC	(4)(11)	L +	6.25%	10.64%	3/9/2026	14,303		14,303		14,303		0.06
Radnet, Inc.	(6)(10)	L +	3.00%	7.73%	4/21/2028	4,850		4,832		4,733		0.02
Reverb Buyer, Inc.	(9)	L +	3.50%	7.88%	11/1/2028	6,551		6,504		6,155		0.03
Smile Doctors, LLC	(4)(7)(10)	L +	5.75%	11.00%	12/21/2028	460,037		450,702		449,712		1.98
Snoopy Bidco, Inc.	(4)(7)(10)	L +	6.00%	10.76%	6/1/2028	623,786		615,035		601,186		2.65
SpecialtyCare, Inc.	(4)(5)(7)(11)	L +	5.75%	9.76%	6/18/2028	72,500		70,742		70,051		0.31
Stepping Stones Healthcare Services, LLC	(4)(7)(10)	L +	5.75%	10.51%	1/2/2029	166,289		163,129		160,844		0.71
Surgery Centers Holdings, Inc.	(6)(10)	L +	3.75%	8.05%	8/31/2026	14,435		14,425		14,289		0.06
The Fertility Partners, Inc.	(4)(5)(6)(10)	L +	5.75%	10.13%	3/16/2028	38,903		38,228		37,346		0.16
The Fertility Partners, Inc.	(4)(5)(6)(7)(10)	C +	5.75%	10.46%	3/16/2028	CAD	155,062	121,396		111,823		0.49
The GI Alliance Management, LLC	(4)(7)(11)	SOFR +	6.25%	10.49%	9/15/2028	261,135		252,087		254,229		1.12

4650

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	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)
TTF Holdings, LLC	(4)(10)	L +	4.00%	8.13%	3/31/2028	$	5,944	$	5,910	$	5,884	0.03	%
U.S. Anesthesia Partners, Inc.	(9)	L +	4.25%	8.37%	10/1/2028	38,627		38,496		36,876		0.16
Unified Physician Management, LLC	(4)(7)(9)	SOFR +	5.50%	10.50%	6/18/2029	863,748		863,748		863,748		3.81
United Mutual Acquisition Holdings, LLC	(4)(7)(10)	SOFR +	5.75%	10.09%	7/15/2028	15,654		15,421		15,229		0.07
US Acute Care Solutions	(5)(8)		6.38%	6.38%	3/1/2026	2,885		2,919		2,564		0.01
US Oral Surgery Management Holdco, LLC	(4)(10)	L +	5.50%	10.18%	11/18/2027	127,120		125,052		125,849		0.55
US Oral Surgery Management Holdco, LLC	(4)(7)(11)	L +	4.50%	10.72%	11/18/2023	39,604		38,717		38,933		0.17
Veonet GmbH	(6)(8)	S +	5.25%	8.68%	3/14/2029	GBP	170,000	218,598		190,515		0.84
WHCG Purchaser III, Inc.	(4)(5)(7)(10)	L +	5.75%	10.48%	6/22/2028	108,280		106,326		88,257		0.39
								5,680,967		5,515,600		24.33
Health Care Technology
athenahealth, Inc.	(7)(9)	SOFR +	3.50%	7.82%	2/15/2029	36,931		36,518		33,015		0.15
Caerus US 1, Inc.	(4)(6)(7)(10)	SOFR +	5.50%	6.25%	5/25/2029	86,813		85,002		84,951		0.37
Caerus US 1, Inc.	(4)(6)(7)(10)	SOFR +	5.50%	10.08%	5/25/2029	403,316		394,706		390,501		1.72
Color Intermediate LLC	(4)(10)	SOFR +	5.50%	10.18%	10/4/2029	371,638		362,597		364,206		1.61
Edifecs, Inc.	(4)(10)	L +	5.50%	10.23%	9/21/2026	122,264		120,388		121,042		0.53
Edifecs, Inc.	(4)(11)	L +	7.50%	12.23%	9/21/2026	29,360		29,261		29,947		0.13
Ensemble RCM, LLC	(4)(9)	SOFR +	5.00%	9.19%	8/3/2026	89,550		88,057		87,759		0.39
GI Ranger Intermediate, LLC	(4)(7)(10)	SOFR +	6.00%	10.73%	10/29/2028	99,248		97,345		97,383		0.43
Imprivata, Inc.	(9)	L +	3.75%	8.13%	12/1/2027	3,940		3,948		3,801		0.02
Netsmart Technologies, Inc.	(10)	L +	4.00%	8.38%	10/1/2027	15,149		15,208		14,628		0.06
NMC Crimson Holdings, Inc.	(4)(7)(10)	L +	6.00%	9.74%	3/1/2028	75,988		74,013		74,805		0.33
Project Ruby Ultimate Parent Corp.	(10)	L +	3.25%	7.63%	3/10/2028	8,461		8,428		8,019		0.04
RPBLS Midco, LLC	(4)(10)	SOFR +	5.75%	9.41%	4/1/2028	166,892		164,279		165,223		0.73
Verscend Holding Corp.	(8)	L +	4.00%	8.38%	8/27/2025	30,479		30,524		30,346		0.13
Waystar Technologies, Inc.	(8)	L +	4.00%	8.38%	10/22/2026	12,408		12,425		12,222		0.05
								1,522,699		1,517,848		6.69
Hotels, Restaurants & Leisure
Alterra Mountain Company	(9)	L +	3.50%	7.88%	8/17/2028	6,241		6,251		6,180		0.03
CEC Entertainment, Inc.	(5)(8)		6.75%	6.75%	5/1/2026	51,052		51,052		47,542		0.21
Century Casinos, Inc.	(6)(10)	SOFR +	6.00%	10.22%	4/2/2029	43,670		42,885		41,650		0.18
Fertitta Entertainment, LLC	(9)	SOFR +	4.00%	8.32%	1/27/2029	33,590		33,463		32,003		0.14
Flynn Restaurant Group LP	(9)	L +	4.25%	8.63%	12/1/2028	7,999		7,922		7,522		0.03
IRB Holding Corp.	(10)	SOFR +	3.00%	7.32%	12/15/2027	15,762		15,761		15,321		0.07
Mic Glen, LLC	(9)	L +	3.50%	7.88%	7/21/2028	26,577		26,430		25,348		0.11
Scientific Games Holdings LP	(9)	SOFR +	3.50%	7.10%	4/4/2029	10,434		10,389		9,976		0.04
Tacala Investment Corp.	(10)	L +	3.50%	7.88%	2/5/2027	48,876		48,867		47,129		0.21

4751

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)	Maturity Date	Par Amount/Units (16)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Hotels, Restaurants & Leisure (continued)
Twin River Worldwide Holdings, Inc.	(6)(9)	L +	3.25%	7.54%	10/2/2028	$	19,084	$	18,942	$	17,710	0.08	%
								261,962		250,381		1.10
Household Durables
AI Aqua Merger Sub, Inc.	(6)(7)(9)	SOFR +	3.75%	7.84%	7/31/2028	52,858		52,304		49,784		0.22
Hunter Douglas, Inc.	(6)(9)	SOFR +	3.50%	7.86%	2/26/2029	14,896		14,820		13,181		0.06
Instant Brands Holdings, Inc.	(10)	L +	5.00%	9.73%	4/12/2028	75,061		74,211		50,741		0.22
								141,335		113,706		0.50
Industrial Conglomerates
Bettcher Industries, Inc.	(9)	SOFR +	4.00%	8.32%	12/14/2028	11,238		11,142		10,591		0.05
CEP V Investment 11 Sarl	(4)(6)(7)(10)	S +	5.75%	5.75%	2/11/2028	CHF	97,449	97,920		104,199		0.46
Engineered Machinery Holdings, Inc.	(10)	L +	3.75%	8.48%	5/19/2028	7,978		7,978		7,738		0.03
Excelitas Technologies Corp.	(4)(7)(10)	SOFR +	5.75%	10.12%	8/13/2029	161,600		158,150		157,944		0.70
Excelitas Technologies Corp.	(4)(8)	E +	5.75%	7.55%	8/13/2029	EUR	25,323	25,502		26,486		0.12
FCG Acquisitions, Inc.	(9)	L +	3.75%	8.48%	3/31/2028	40,676		40,520		38,782		0.17
SPX Flow, Inc.	(9)	SOFR +	4.50%	8.92%	4/5/2029	52,169		49,972		48,862		0.22
Vertical US Newco, Inc.	(6)(9)	L +	3.50%	6.87%	7/30/2027	29,953		29,980		28,898		0.13
Victory Buyer, LLC	(4)(9)	L +	3.75%	8.10%	11/19/2028	22,863		22,774		19,262		0.08
								443,938		442,762		1.96
Insurance
Acrisure LLC	(8)	L +	3.50%	7.88%	2/15/2027	3,815		3,739		3,589		0.02
Acrisure LLC	(9)	L +	4.25%	8.63%	2/15/2027	18,985		18,947		18,424		0.08
Acrisure LLC	(9)	L +	3.75%	8.13%	2/15/2027	18,973		18,838		18,071		0.08
Alera Group, Inc.	(4)(10)	SOFR +	6.00%	10.42%	10/2/2028	63,957		63,421		62,273		0.27
Alliant Holdings Intermediate, LLC	(9)	L +	3.50%	7.85%	11/5/2027	7,935		7,894		7,766		0.03
Amerilife Holdings, LLC	(4)(7)(10)	SOFR +	5.75%	9.01%	8/31/2029	360,844		352,810		356,491		1.57
AssuredPartners, Inc.	(9)	L +	3.50%	7.88%	2/12/2027	30,226		29,966		29,355		0.13
AssuredPartners, Inc.	(9)	SOFR +	3.50%	7.82	2/12/2027	993		991		966		0.00
Baldwin Risk Partners, LLC	(6)(9)	L +	3.50%	7.79%	10/14/2027	7,884		7,853		7,707		0.03
Benefytt Technologies, Inc.	(4)(10)	SOFR +	8.75%	12.09% (incl. 7.75% PIK)	8/12/2027	97,056		95,617		78,615		0.35
Benefytt Technologies, Inc.	(4)(7)(8)	SOFR +	7.50%	10.58% (incl. 7.75% PIK)	8/12/2027	23,520		22,851		19,016		0.08
BroadStreet Partners, Inc.	(8)	L +	3.00%	7.38%	1/27/2027	10,816		10,774		10,509		0.05
CFC Underwriting, Ltd.	(4)(6)(7)(8)	SOFR +	5.00%	8.79%	5/16/2029	138,161		134,805		136,576		0.60
Foundation Risk Partners Corp.	(4)(7)(10)	SOFR +	6.00%	10.68%	10/29/2028	55,681		54,797		54,978		0.24
Galway Borrower, LLC	(4)(5)(7)(10)	L +	5.25%	8.99%	9/30/2028	222,069		218,415		216,018		0.95
High Street Buyer, Inc.	(4)(5)(7)(10)	L +	6.00%	10.73%	4/14/2028	127,353		124,844		125,698		0.55

4852

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	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)
Howden Group Holdings Limited	(6)(10)	L +	3.25%	7.69%	11/12/2027	$	13,503	$	13,440	$	13,173	0.06	%
HUB International Limited	(10)	L +	3.25%	7.53%	4/25/2025	1,957		1,958		1,943		0.01
Integrity Marketing Acquisition, LLC	(4)(5)(10)	L +	6.05%	11.28%	8/27/2025	80,767		80,024		77,935		0.34
Integrity Marketing Acquisition, LLC	(4)(5)(7)(10)	SOFR +	5.75%	9.49%	8/27/2025	79,904		78,423		76,727		0.34
Integrity Marketing Acquisition, LLC	(4)(5)(10)	L +	5.75%	7.50%	8/27/2025	74,979		74,173		72,168		0.32
Jones Deslauriers Insurance Management, Inc.	(5)(6)(10)	C +	4.25%	8.81%	3/27/2028	CAD	15,393	12,486		10,679		0.05
Jones Deslauriers Insurance Management, Inc.	(5)(6)(10)	C +	4.25%	8.81%	3/27/2028	CAD	11,206	8,797		7,774		0.03
Jones Deslauriers Insurance Management, Inc.	(5)(6)(8)	C +	4.25%	8.81%	3/17/2028	CAD	69,903	54,634		48,513		0.21
NFP Corp.	(8)	L +	3.25%	7.63%	2/15/2027	13,596		13,511		13,038		0.06
PGIS Intermediate Holdings, LLC	(4)(5)(7)(10)	L +	5.50%	10.63%	10/16/2028	24,461		23,947		23,541		0.10
Riser Merger Sub, Inc.	(4)(6)(7)(10)	SOFR +	5.75%	10.33%	8/1/2028	159,870		155,983		155,699		0.69
Riser Merger Sub, Inc.	(4)(6)(10)	S +	5.75%	9.18%	8/1/2028	GBP	13,683	16,452		16,130		0.07
RSC Acquisition, Inc.	(4)(5)(10)	L +	5.50%	9.11%	10/30/2026	15,000		14,870		14,588		0.06
RSC Acquisition, Inc.	(4)(5)(7)(10)	L +	5.50%	9.74%	10/30/2026	10,680		10,160		8,928		0.04
SG Acquisition, Inc.	(4)(9)	L +	5.00%	9.17%	1/27/2027	93,540		93,262		93,540		0.41
Shelf Bidco Ltd	(6)(10)	SOFR +	6.00%	6.75%	1/3/2030	132,377		128,377		128,377		0.57
Tennessee Bidco Limited	(4)(5)(6)(8)	S +	7.28%	8.47%	7/9/2028	GBP	48,569	65,941		57,592		0.25
Tennessee Bidco Limited	(4)(5)(6)(7)(8)	S +	7.00%	7.00%	7/9/2028	GBP	101,623	116,566		108,100		0.48
Tennessee Bidco Limited	(4)(5)(6)(8)	L +	7.00%	10.38%	7/9/2028	166,473		162,496		163,559		0.72
Tennessee Bidco Limited	(4)(5)(6)(8)	L +	6.25%	10.43%	8/3/2028	17,423		17,179		17,118		0.08
Tennessee Bidco Limited	(4)(5)(6)(8)	L +	7.00%	12.21%	8/3/2028	30,570		30,181		30,035		0.13
								2,339,422		2,285,209		10.05
Interactive Media & Services
Ancestry.com Operations, Inc	(9)	L +	3.25%	7.63%	12/6/2027	8,349		8,298		7,751		0.03
Cengage Learning, Inc.	(11)	L +	4.75%	7.81%	7/14/2026	18,763		18,629		16,919		0.07
MH Sub I, LLC	(11)	L +	3.75%	8.13%	9/13/2024	15,647		15,655		15,240		0.07
Project Boost Purchaser, LLC	(9)	L +	3.50%	7.88%	5/30/2026	9,924		9,785		9,596		0.04
Red Planet Borrower, LLC	(9)	L +	3.75%	8.13%	10/2/2028	39,653		39,368		25,021		0.11
SurveyMonkey, Inc.	(6)(8)	L +	3.75%	8.14%	10/10/2025	5,957		5,869		5,778		0.03
								97,604		80,305		0.35

4953

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)	Maturity Date	Par Amount/Units (16)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Internet & Direct Marketing Retail
Donuts, Inc.	(4)(7)(11)	SOFR +	6.00%	10.43%	12/29/2026	$	511,530	$	510,002	$	506,414	2.23	%
Hoya Midco, LLC	(6)(9)	SOFR +	3.25%	7.57%	2/3/2029	9,729		9,675		9,595		0.04
Prodege International Holdings, LLC	(4)(10)	L +	5.75%	10.52%	12/15/2027	561,698		553,677		550,464		2.43
Wireless Vision, LLC	(4)(11)	L +	5.50%	10.23%	12/30/2025	19,197		19,197		19,197		0.08
								1,092,551		1,085,670		4.78
IT Services
Ahead DB Holdings, LLC	(5)(10)	L +	3.75%	8.48%	10/18/2027	2,570		2,580		2,488		0.01
AI Altius Bidco, Inc.	(4)(5)(7)(10)	L +	5.50%	10.65%	12/13/2028	106,023		103,921		103,556		0.46
AI Altius Bidco, Inc.	(4)(5)(8)		9.75% PIK	9.75% PIK	12/29/2029	22,256		21,714		21,532		0.09
BCP V Everise Acquisition, LLC	(4)(10)	SOFR +	6.50%	10.83%	5/3/2027	74,063		72,272		72,211		0.32
Dcert Buyer, Inc.	(8)	SOFR +	4.00%	8.70%	10/16/2026	28,834		28,864		27,917		0.12
Endurance International Group Holdings, Inc.	(10)	L +	3.50%	7.72%	2/10/2028	45,056		44,735		40,663		0.18
Infostretch Corporation	(4)(10)	SOFR +	5.75%	10.48%	4/1/2028	182,010		178,827		174,730		0.77
Inovalon Holdings, Inc.	(4)(7)(10)	L +	6.25%	10.95% (incl. 2.75% PIK)	11/24/2028	958,135		937,472		947,309		4.18
Monterey Financing, S.A.R.L	(4)(6)(7)(8)	E +	6.00%	8.14%	9/28/2029	EUR	76,519	69,979		81,366		0.36
Monterey Financing, S.A.R.L	(4)(6)(8)	CI +	6.00%	8.42%	9/28/2029	DKK	560,750	72,060		78,665		0.35
Monterey Financing, S.A.R.L	(4)(6)(8)	ST +	6.00%	8.65%	9/28/2029	SEK	243,186	21,200		22,727		0.10
Monterey Financing, S.A.R.L	(4)(6)(9)	N +	6.00%	9.26%	9/28/2029	NOK	599,094	54,450		59,479		0.26
Park Place Technologies, LLC	(11)	SOFR +	5.00%	9.42%	11/10/2027	796		798		753		0.00
Razor Holdco, LLC	(4)(10)	L +	5.75%	9.42%	10/25/2027	189,288		186,250		185,502		0.82
Red River Technology, LLC	(4)(7)(11)	L +	6.00%	10.38%	5/26/2027	149,310		147,395		148,190		0.65
Sabre GLBL, Inc.	(6)(9)	SOFR +	4.25%	8.67%	6/30/2028	1,321		1,292		1,213		0.01
Sabre GLBL, Inc.	(6)(9)	L +	3.50%	7.88%	12/17/2027	17,783		17,734		16,249		0.07
TierPoint, LLC	(10)	L +	3.75%	8.13%	5/5/2026	12,370		12,323		11,601		0.05
Turing Holdco, Inc.	(4)(5)(6)(8)	E +	6.00%	8.00% (incl. 2.50% PIK)	8/3/2028	EUR	16,320	18,455		17,200		0.08
Turing Holdco, Inc.	(4)(5)(6)(7)(8)	E +	6.00%	7.36%	8/3/2028	EUR	8,284	9,576		8,587		0.04
Turing Holdco, Inc.	(4)(5)(6)(8)	L +	6.00%	10.01%	8/3/2028	12,655		12,344		12,466		0.05
Virtusa Corp.	(10)	L +	3.75%	8.13%	2/11/2028	8,918		8,930		8,632		0.04
Virtusa Corp.	(10)	L +	3.75%	8.17%	2/15/2029	942		934		912		0.00
								2,024,105		2,043,948		9.01

5054

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)	Maturity Date	Par Amount/Units (16)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Leisure Products
Lew's Intermediate Holdings, LLC	(4)(10)	SOFR +	5.00%	9.40%	2/11/2028	$	25,913	$	25,749	$	23,710	0.10	%
Lucky Bucks, LLC	(10)	L +	5.50%	10.43%	7/30/2027	47,204		46,462		27,811		0.12
Motion Finco, LLC	(6)(8)	L +	3.25%	7.98%	11/12/2026	19,460		18,857		18,611		0.08
Recess Holdings, Inc.	(11)	L +	3.75%	8.16%	9/30/2024	11,924		11,909		11,880		0.05
								102,977		82,012		0.35
Life Sciences Tools & Services
Cambrex Corp.	(10)	SOFR +	3.50%	7.92%	12/4/2026	4,512		4,527		4,394		0.02
Curia Global, Inc.	(10)	L +	3.75%	8.16%	8/30/2026	40,647		40,658		33,673		0.15
LSCS Holdings, Inc.	(9)	L +	4.50%	8.88%	12/16/2028	15,594		15,527		14,941		0.07
Maravai Intermediate Holdings, LLC	(6)(9)	SOFR +	3.00%	6.96%	10/19/2027	1,958		1,976		1,925		0.01
Packaging Coordinators Midco, Inc.	(10)	L +	3.50%	8.23%	11/30/2027	1,881		1,878		1,789		0.01
								64,566		56,722		0.26

5155

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	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%	9.67%	2/8/2029	$	14,756	$	14,691	$	12,743	0.06	%
MHE Intermediate Holdings, LLC	(4)(5)(7)(11)	SOFR +	6.00%	9.50%	7/21/2027	10,431		10,262		10,042		0.04
MHE Intermediate Holdings, LLC	(4)(5)(11)	SOFR +	6.25%	9.75%	12/9/2025	1,284		1,253		1,249		0.01
MHE Intermediate Holdings, LLC	(4)(5)(11)	L +	6.00%	6.75%	4/7/2024	1,201		1,181		1,168		0.01
Pro Mach Group, Inc.	(11)	L +	4.00%	8.38%	8/31/2028	238		236		232		0.00
Titan Acquisition Ltd.	(6)(8)	L +	3.00%	5.88%	3/28/2025	15,097		14,773		14,142		0.06
								42,396		39,576		0.18
Marine
Armada Parent, Inc.	(4)(7)(10)	L +	5.75%	10.13%	10/29/2027	233,972		229,683		226,879		1.00
Media
Clear Channel Outdoor Holdings, Inc.	(6)(8)	L +	3.50%	7.91%	8/21/2026	33,680		32,906		30,754		0.14
Digital Media Solutions, LLC	(4)(6)(10)	L +	5.00%	9.73%	5/25/2026	29,518		29,015		25,238		0.11
McGraw-Hill Education, Inc.	(9)	L +	4.75%	8.32%	7/28/2028	28,501		28,269		26,907		0.12
Radiate Holdco, LLC	(10)	L +	3.25%	7.63%	9/25/2026	47,479		47,370		38,787		0.17
Terrier Media Buyer, Inc.	(8)	L +	3.50%	8.23%	12/17/2026	1,955		1,963		1,836		0.01
Trader Corp.	(4)(6)(7)(10)	C +	5.75%	10.40%	12/22/2029	CAD	110,510	79,009		79,416		0.35
Univision Communications, Inc.	(10)	L +	3.25%	7.63%	3/15/2026	20,074		19,952		19,798		0.09
								238,484		222,736		0.99
Metals & Mining
American Rock Salt Company, LLC	(10)	L +	4.00%	8.38%	6/9/2028	19,684		19,672		18,577		0.08
SCIH Salt Holdings, Inc.	(10)	L +	4.00%	8.41%	3/16/2027	45,105		44,859		43,962		0.19
								64,531		62,539		0.27
Oil, Gas & Consumable Fuels
Eagle Midstream Canada Finance, Inc.	(4)(6)(10)	SOFR +	6.25%	10.52%	8/15/2028	30,190		29,569		29,737		0.13
Freeport LNG Investments, LLLP	(9)	L +	3.50%	7.74%	12/21/2028	55,586		55,399		52,984		0.23
KKR Alberta Midsteam Finance Inc.	(4)(6)(10)	SOFR +	6.25%	10.52%	8/15/2028	16,424		16,087		16,178		0.07
								101,055		98,899		0.43
Paper & Forest Products
Profile Products, LLC	(4)(7)(10)	L +	5.50%	9.36%	11/12/2027	40,166		39,406		39,080		0.17
Profile Products, LLC	(4)(10)	C +	5.50%	10.14	11/12/2027	23,595		23,211		23,064		0.10
								62,617		62,144		0.27
Pharmaceuticals
Doc Generici (Diocle S.p.A.)	(4)(6)(7)(8)	E +	6.50%	8.56%	10/27/2028	EUR	60,136	57,958		63,092		0.28
Padagis, LLC	(6)(9)	L +	4.75%	8.49%	7/6/2028	29,371		29,331		26,189		0.12
Rhea Parent, Inc.	(4)(5)(10)	SOFR +	5.75%	10.33%	2/18/2029	205,468		201,868		202,899		0.89
Sharp Midco, LLC	(4)(9)	L +	4.00%	8.73%	12/31/2028	5,283		5,271		5,032		0.02
								294,428		297,212		1.31

5256

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	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%	9.67%	3/1/2028	$	154,467	$	153,315	$	154,467	0.68	%
ALKU, LLC	(4)(10)	SOFR +	5.00%	9.42%	3/1/2028	78,607		77,850		78,607		0.35
APFS Staffing Holdings, Inc.	(4)(7)(9)	SOFR +	4.00%	8.09%	12/29/2028	3,275		3,065		2,529		0.01
Aqgen Island Holdings, Inc.	(9)	L +	3.50%	8.25%	8/2/2028	64,131		63,860		61,432		0.27
Armor Holdco, Inc.	(6)(9)	SOFR +	4.50%	9.54%	12/11/2028	3,600		3,569		3,578		0.02
BPPH2 Limited	(4)(5)(6)(8)	S +	6.87%	10.30%	3/2/2028	GBP	40,700	55,179		49,379		0.22
CFGI Holdings, LLC	(4)(7)(10)	L +	5.00%	9.39%	11/2/2027	22,918		22,044		22,291		0.10
Chronicle Bidco, Inc.	(4)(7)(11)	SOFR +	6.75%	9.80%	5/18/2029	2,944		2,930		2,798		0.01
Chronicle Bidco, Inc.	(4)(11)	SOFR +	6.25%	10.83%	5/18/2029	42,743		42,387		41,888		0.18
Claims Automation Intermediate 2, LLC	(4)(7)(10)	L +	4.75%	8.76%	12/16/2027	45,500		44,182		43,449		0.19
Clearview Buyer, Inc.	(4)(5)(7)(10)	L +	5.25%	9.98%	8/26/2027	150,490		147,773		146,988		0.65
CoreLogic, Inc.	(9)	L +	3.50%	7.94%	6/2/2028	41,138		40,876		34,466		0.15
Cumming Group, Inc.	(4)(11)	SOFR +	5.25%	8.92%	11/16/2027	1,600		1,561		1,561		0.01
Cumming Group, Inc.	(4)(7)(11)	L +	5.25%	8.92%	5/26/2027	171,367		168,531		165,889		0.73
Deerfield Dakota Holding, LLC	(11)	SOFR +	3.75%	8.07%	4/9/2027	86,146		85,708		80,668		0.36
Eliassen Group, LLC	(4)(7)(10)	SOFR +	5.50%	10.08%	4/14/2028	65,997		65,126		64,430		0.28
Emerald US, Inc.	(6)(8)	L +	3.25%	7.98%	7/12/2028	3,889		3,886		3,874		0.02
Galaxy US Opco, Inc.	(6)(9)	SOFR +	4.75%	9.07%	4/29/2029	12,326		12,046		11,185		0.05
Guidehouse, Inc.	(4)(5)(10)	L +	6.25%	10.32%	10/16/2028	49,874		48,441		48,877		0.22
Guidehouse, Inc.	(4)(5)(10)	L +	6.25%	10.63%	10/16/2028	1,147,802		1,138,302		1,124,846		4.96
HIG Orca Acquisition Holdings, Inc.	(4)(5)(7)(11)	SOFR +	6.00%	9.78%	8/17/2027	107,511		105,846		106,284		0.47
IG Investments Holdings, LLC	(4)(5)(7)(10)	L +	6.00%	10.39%	9/22/2028	466,344		458,429		463,878		2.04
Inmar, Inc.	(11)	L +	4.00%	8.73%	5/1/2024	39,981		39,814		36,493		0.16
Kaufman Hall & Associates, LLC	(4)(10)	L +	5.25%	9.63%	12/14/2028	97,255		95,601		96,526		0.43
Legacy Intermediate, LLC	(4)(5)(7)(10)	SOFR +	5.75%	10.26%	2/25/2028	93,094		91,039		91,631		0.40
Mantech International CP	(4)(7)(10)	SOFR +	5.75%	9.58%	9/14/2029	778,402		759,603		767,644		3.38
Material Holdings, LLC	(4)(5)(7)(10)	SOFR +	6.00%	10.68%	8/19/2027	264,920		260,943		256,724		1.13
Minotaur Acquisition, Inc.	(8)	SOFR +	4.75%	9.17%	3/27/2026	281,425		274,304		269,816		1.19
National Intergovernmental Purchasing Alliance Co.	(8)	SOFR +	3.50%	8.08%	5/23/2025	4,207		4,175		4,159		0.02
Petrus Buyer Inc	(4)(7)(10)	SOFR +	6.50%	10.70%	10/17/2029	36,173		34,805		34,763		0.15
Polyconcept Investments B.V.	(10)	SOFR +	5.50%	10.08%	5/18/2029	44,888		44,066		42,138		0.19
Sherlock Buyer Corp.	(4)(7)(10)	L +	5.75%	10.48%	12/8/2028	6,488		6,210		6,060		0.03
Thevelia US, LLC	(5)(6)(9)	SOFR +	4.00%	8.73%	6/18/2029	34,466		33,046		33,518		0.15
Trinity Air Consultants Holdings Corp.	(4)(7)(10)	L +	5.25%	10.18%	6/29/2027	44,320		43,315		43,548		0.19
Trinity Partners Holdings, LLC	(4)(7)(10)	SOFR +	5.75%	9.99%	12/21/2028	389,123		381,440		380,183		1.68
Victors CCC Buyer, LLC	(4)(7)(10)	SOFR +	5.75%	10.69%	6/1/2029	146,370		143,164		144,011		0.63
VT Topco, Inc.	(7)(10)	L +	3.75%	8.13%	8/1/2025	22,103		22,056		21,466		0.09

5357

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	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)
West Monroe Partners, LLC	(4)(7)(10)	L +	5.50%	9.84%	11/8/2028	$	729,914	$	716,495	$	711,312	3.14	%
								5,694,982		5,653,356		24.93
Real Estate Management & Development
McCarthy & Stone PLC	(4)(5)(6)(8)		7.00%	7.00%	12/16/2025	GBP	20,000	28,031		21,121		0.09
Progress Residential PM Holdings, LLC	(4)(7)(10)	SOFR +	6.25%	10.67%	2/16/2028	70,324		69,012		70,324		0.31
Progress Residential PM Holdings, LLC	(4)(7)(10)	SOFR +	6.25%	10.67%	7/25/2029	15,205		14,849		15,205		0.07
								111,892		106,650		0.47
Road & Rail
Gruden Acquisition, Inc.	(4)(5)(7)(11)	L +	5.50%	7.75%	7/1/2028	628		404		429		0.00
Software
2U, Inc.	(6)(10)	L +	5.75%	10.16%	12/30/2024	7,960		7,880		7,666		0.03
Anaplan, Inc.	(4)(6)(7)(10)	SOFR +	6.50%	10.82%	6/21/2029	532,311		521,322		520,601		2.29
Apex Group Treasury, LLC	(6)(9)	L +	3.75%	8.26%	7/27/2028	19,608		19,584		18,775		0.08
Apttus Corp.	(10)	L +	4.25%	8.66%	5/8/2028	11,717		11,696		11,014		0.05
Armstrong Bidco Limited	(4)(6)(7)(8)	S +	5.75%	8.68%	6/28/2029	GBP	127,438	150,291		159,339		0.70
Armstrong Bidco Limited	(4)(6)(8)	S +	5.75%	8.68%	6/28/2029	GBP	314,735	374,547		360,861		1.59
Avalara Inc	(4)(7)(10)	SOFR +	7.25%	8.00%	10/19/2028	23,077		22,519		22,442		0.10
AxiomSL Group, Inc.	(4)(7)(11)	L +	5.75%	10.13%	12/3/2027	78,219		76,887		77,322		0.34
Barracuda Networks, Inc.	(9)	SOFR +	4.50%	8.59%	8/15/2029	32,103		31,056		31,015		0.14
Project Boost Purchaser, LLC	(4)(7)(10)	SOFR +	5.25%	9.68%	5/2/2029	44,993		44,498		44,698		0.20
BlueCat Networks USA, Inc.	(4)(6)(7)(10)	SOFR +	6.00%	10.46%	8/8/2028	69,864		68,344		68,246		0.30
Boxer Parent Company, Inc.	(8)	L +	3.75%	8.13%	10/2/2025	14,886		14,828		14,287		0.06
Cloudera, Inc.	(9)	L +	3.75%	8.13%	10/8/2028	57,082		56,256		54,005		0.24
Community Brands ParentCo, LLC	(4)(5)(7)(10)	SOFR +	5.75%	10.17%	2/24/2028	15,246		14,783		14,706		0.06
Confine Visual Bidco	(4)(6)(7)(10)	SOFR +	5.75%	10.05%	2/23/2029	258,821		251,334		245,348		1.08
Connatix Buyer, Inc.	(4)(5)(7)(10)	L +	5.50%	10.14%	7/14/2027	110,695		108,529		107,828		0.48
ConnectWise, LLC	(9)	L +	3.50%	7.88%	9/29/2028	28,620		28,541		27,260		0.12
Cornerstone OnDemand, Inc.	(9)	L +	3.75%	8.13%	10/16/2028	27,418		27,320		24,607		0.11
Delta Topco, Inc.	(10)	SOFR +	3.75%	8.15%	12/1/2027	35,059		35,021		32,500		0.14
Diligent Corporation	(4)(11)	L +	5.75%	10.13%	8/4/2025	88,425		87,687		85,772		0.38
Discovery Education, Inc.	(4)(7)(10)	SOFR +	5.75%	9.83%	4/9/2029	472,150		462,759		453,786		2.00
DTI Holdco, Inc.	(7)(10)	SOFR +	4.75%	8.84%	4/26/2029	53,078		51,741		48,874		0.22
ECI Macola Max Holding, LLC	(6)(10)	L +	3.75%	8.48%	11/9/2027	12,010		12,033		11,560		0.05
Epicor Software Corp.	(10)	L +	3.25%	7.63%	7/30/2027	5,983		6,003		5,758		0.03
Episerver, Inc.	(4)(5)(7)(11)	L +	5.25%	9.98%	4/9/2026	25,101		24,739		23,340		0.10
Experity, Inc.	(4)(5)(7)(10)	L +	5.75%	10.48%	2/24/2028	135,023		132,608		132,054		0.58
Forterro UK Ltd.	(4)(6)(7)(8)	E +	5.50%	6.70%	7/9/2029	EUR	42,187	41,136		44,292		0.20

5458

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	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)
Forterro UK Ltd.	(4)(6)(8)	L +	5.50%	6.45%	7/9/2029	CHF	10,674	$	10,698	$	11,192	0.05	%
Forterro UK Ltd.	(4)(6)(8)	ST +	5.50%	7.17%	7/9/2029	SEK	112,563	10,422		10,478		0.05
GI Consilio Parent, LLC	(7)(9)	L +	4.00%	8.38%	5/12/2028	45,327		44,499		42,475		0.19
Gigamon Inc.	(4)(7)(11)	SOFR +	5.75%	9.73%	3/9/2029	440,154		432,145		429,670		1.89
GovernmentJobs.com, Inc.	(4)(7)(10)	L +	5.50%	9.88%	12/1/2028	144,871		141,696		140,952		0.62
GraphPAD Software, LLC	(4)(7)(11)	L +	5.50%	10.43%	4/27/2027	19,874		19,569		19,547		0.09
Greeneden U.S. Holdings II, LLC	(10)	L +	4.00%	8.38%	12/1/2027	5,875		5,901		5,654		0.02
HS Purchaser, LLC	(10)	SOFR +	4.00%	8.19%	11/19/2026	48,835		48,815		44,159		0.19
Hyland Software, Inc.	(10)	L +	3.50%	7.88%	7/1/2024	9,851		9,857		9,739		0.04
Idera, Inc.	(10)	L +	3.75%	7.50%	3/2/2028	55,721		55,589		52,691		0.23
Imperva, Inc.	(11)	L +	4.00%	8.59%	1/12/2026	19,119		19,184		15,716		0.07
ION Trading Finance Ltd.	(6)(8)	L +	4.75%	9.48%	4/3/2028	28,045		28,067		26,673		0.12
Ivanti Software, Inc.	(10)	L +	4.00%	8.73%	12/1/2027	5,128		5,117		4,061		0.02
Ivanti Software, Inc.	(10)	L +	4.25%	9.01%	12/1/2027	36,390		36,142		28,979		0.13
Kaseya, Inc.	(4)(7)(10)	SOFR +	5.75%	10.33%	6/25/2029	733,231		718,045		724,967		3.20
LD Lower Holdings, Inc.	(4)(7)(11)	L +	6.50%	11.23%	2/8/2026	117,777		116,281		116,011		0.51
Lightbox Intermediate, LP	(4)(8)	L +	5.00%	9.73%	5/9/2026	37,810		37,005		36,487		0.16
Magnesium BorrowerCo, Inc.	(4)(10)	S +	5.75%	9.18%	5/18/2029	GBP	103,153	125,918		122,440		0.54
Magnesium BorrowerCo, Inc.	(4)(7)(10)	SOFR +	5.75%	10.17%	5/18/2029	967,749		943,201		950,755		4.19
Mandolin Technology Intermediate Holdings, Inc.	(4)(5)(7)(9)	L +	3.75%	8.16%	7/31/2028	85,175		84,168		82,084		0.36
Medallia, Inc.	(4)(10)	L +	6.50%	10.88% (incl. 5.44% PIK)	10/29/2028	992,925		976,148		973,067		4.29
Mitnick Purchaser, Inc.	(9)	SOFR +	4.75%	8.94%	5/2/2029	11,854		11,800		11,135		0.05
Mitratech Holdings, Inc.	(5)(10)	L +	3.75%	8.16%	5/18/2028	16,831		16,766		15,996		0.07
Monk Holding Co.	(4)(7)(10)	L +	5.50%	9.67%	12/1/2027	14,767		14,057		14,014		0.06
MRI Software, LLC	(5)(7)(11)	L +	5.50%	10.23%	2/10/2026	18,567		18,537		17,581		0.08
Neogames Connect SARL	(4)(6)(8)	E +	6.25%	8.45%	5/30/2028	EUR	100,400	101,799		104,131		0.46
Nintex Topco Limited	(4)(6)(10)	L +	6.00%	10.73%	11/13/2028	681,511		670,072		637,213		2.81
NortonLifeLock, Inc.	(6)(9)	SOFR +	2.00%	6.42%	9/12/2029	12,000		11,942		11,823		0.05
Onex AP Merger Sub, LLC	(4)(7)(10)	SOFR +	5.75%	9.74%	4/4/2028	21,687		21,307		21,188		0.09
Paya Holdings III, LLC	(4)(5)(6)(7)(10)	L +	3.25%	7.63%	6/25/2028	9,381		9,247		9,021		0.04
Perforce Software, Inc.	(8)	L +	3.75%	8.13%	7/1/2026	15,455		15,441		14,443		0.06
Project Alpha Intermediate Holding, Inc.	(8)	L +	4.00%	8.39%	4/26/2024	14,275		14,291		13,961		0.06
Project Leopard Holdings, Inc.	(7)(9)	SOFR +	5.25%	9.80%	7/20/2029	145,740		138,104		131,807		0.58
Proofpoint, Inc.	(5)(9)	L +	3.25%	7.98%	8/31/2028	904		874		872		0.00
Quest Software US Holdings, Inc.	(6)(9)	SOFR +	4.25%	8.49%	2/1/2029	27,881		27,655		21,634		0.10
Rally Buyer, Inc.	(4)(7)(10)	SOFR +	5.75%	8.78%	7/19/2028	115,925		113,139		112,920		0.50

5559

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	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)
RealPage, Inc.	(9)	L +	3.00%	7.38%	4/24/2028	$	21,393	$	21,320	$	20,387	0.09	%
Relativity ODA, LLC	(4)(7)(11)	L +	10.55%	11.89% (incl. 11.55% PIK)	5/12/2027	1,165		1,075		1,073		0.00
Rocket Software, Inc.	(8)	L +	4.25%	8.63%	11/28/2025	10,838		10,843		10,446		0.05
Rocket Software, Inc.	(9)	L +	4.25%	8.63%	11/28/2025	3,968		3,854		3,832		0.02
S2P Acquisition Borrower, Inc.	(6)(8)	SOFR +	4.00%	8.32%	8/14/2026	16,684		16,709		16,253		0.07
Sailpoint Technologies, Inc.	(4)(7)(10)	SOFR +	6.25%	10.58%	8/16/2029	384,906		376,984		376,526		1.66
Sophia, LP	(9)	L +	3.50%	8.23%	10/7/2027	6,957		6,878		6,731		0.03
Sovos Compliance, LLC	(9)	L +	4.50%	8.88%	8/11/2028	5,665		5,675		5,233		0.02
Spitfire Parent, Inc.	(4)(5)(11)	E +	6.00%	7.86%	3/11/2027	EUR	19,256	22,936		20,140		0.09
Spitfire Parent, Inc.	(4)(7)(11)	SOFR +	6.00%	9.28%	3/11/2027	113,685		112,419		111,356		0.49
Stamps.com, Inc.	(4)(10)	L +	5.75%	10.13%	10/5/2028	10,047		9,877		9,796		0.04
Stamps.com, Inc.	(4)(10)	L +	5.75%	10.13%	10/5/2028	854,257		840,199		832,901		3.67
Surf Holdings, LLC	(6)(8)	L +	3.50%	8.23%	3/5/2027	12,018		12,013		11,683		0.05
Symphony Technology Group	(5)(6)(10)	L +	4.75%	9.17%	7/27/2028	66,060		65,486		56,874		0.25
Symphony Technology Group	(5)(6)(9)	SOFR +	3.75%	7.97%	3/1/2029	30,178		29,921		28,173		0.12
Tegra118 Wealth Solutions, Inc.	(8)	SOFR +	4.00%	8.32%	2/18/2027	3,920		3,940		3,731		0.02
The NPD Group L.P.	(4)(10)	SOFR +	6.25%	10.43% (incl. 2.75% PIK)	12/1/2028	886,351		869,959		868,624		3.83
The NPD Group L.P.	(4)(7)(10)	L +	5.75%	10.13%	12/1/2028	701,481		686,473		693,543		3.06
The Ultimate Software Group, Inc.	(9)	L +	3.25%	7.00%	5/4/2026	20,018		19,963		19,092		0.08
Triple Lift, Inc.	(4)(7)(10)	SOFR +	5.50%	9.61%	5/5/2028	75,913		74,564		74,219		0.33
Virgin Pulse, Inc.	(10)	L +	4.00%	8.38%	4/6/2028	42,021		41,704		35,823		0.16
Vision Solutions, Inc.	(10)	L +	4.00%	8.36%	4/24/2028	46,070		45,944		38,272		0.17
Zendesk Inc	(4)(7)(10)	SOFR +	6.50%	11.04%	11/22/2028	912,838		887,862		889,508		3.92
								11,904,038		11,767,708		51.86
Specialty Retail
CustomInk, LLC	(4)(11)	L +	6.18%	7.18%	5/3/2026	36,866		36,379		36,866		0.16
EG America, LLC	(6)(9)	L +	4.25%	8.98%	3/31/2026	18,398		18,309		17,282		0.08
EG Dutch Finco BV	(6)(8)	L +	4.00%	9.15%	2/7/2025	35,152		34,947		33,285		0.15
Petco Health and Wellness Comp	(10)	SOFR +	3.25%	7.83%	3/3/2028	192		191		187		0.00
Runner Buyer, Inc.	(4)(10)	L +	5.50%	10.23%	10/20/2028	77,415		76,021		54,965		0.24
								165,847		142,585		0.63
Technology Hardware, Storage & Peripherals
Lytx, Inc.	(4)(11)	SOFR +	6.75%	11.17%	2/28/2026	45,893		45,960		44,057		0.19

5660

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)	Maturity Date	Par Amount/Units (16)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Textiles, Apparel & Luxury Goods
Mad Engine Global, LLC	(11)	L +	7.00%	11.73%	7/15/2027	$	26,156	$	25,655	$	21,644	0.10	%
S&S Holdings, LLC	(9)	L +	5.00%	9.29%	3/11/2028	6,429		6,319		5,877		0.03
								31,974		27,521		0.13
Trading Companies & Distributors
Foundation Building Materials, Inc.	(9)	L +	3.25%	7.66%	1/31/2028	34,242		33,782		32,504		0.14
Icebox Holdco III, Inc.	(9)	L +	3.50%	8.23%	12/22/2028	21,955		21,803		20,336		0.09
LBM Acquisition, LLC	(10)	L +	3.75%	7.12%	12/17/2027	55,472		55,153		48,339		0.21
Park River Holdings, Inc.	(10)	L +	3.25%	6.99%	12/28/2027	71,062		69,778		62,445		0.28
Porcelain Acquisition Corp.	(4)(7)(11)	L +	5.75%	10.48%	4/1/2027	82,828		80,883		82,190		0.36
Specialty Building Products Holdings, LLC	(9)	L +	3.25%	7.64%	10/15/2028	30,036		29,981		27,145		0.12
SRS Distribution, Inc.	(9)	SOFR +	3.50%	7.92%	6/2/2028	52,570		52,335		50,382		0.22
The Cook & Boardman Group, LLC	(11)	SOFR +	5.75%	9.99%	10/17/2025	35,410		34,763		30,231		0.13
								378,478		353,572		1.55
Transportation Infrastructure
AIT Worldwide Logistics Holdings, Inc.	(10)	L +	4.75%	8.49%	4/6/2028	20,870		20,530		19,233		0.08
Capstone Logistics, LLC	(4)(11)	L +	4.75%	9.13%	11/12/2027	22,232		22,292		21,398		0.09
Enstructure LLC	(4)(7)(9)	SOFR +	5.50%	9.92%	5/25/2029	79,972		77,907		78,961		0.35
FFML Holdco Ltd	(4)(6)(8)	B +	6.25%	7.00%	11/30/2028	NZD 39,278		23,664		24,096		0.11
First Student Bidco, Inc.	(9)	L +	3.00%	7.73%	7/21/2028	12,569		12,491		11,399		0.05
Frontline Road Safety, LLC	(4)(10)	L +	5.75%	6.68%	5/3/2027	170,595		168,204		160,359		0.71
Helix TS, LLC	(4)(7)(10)	L +	5.75%	10.16%	8/4/2027	156,854		154,791		156,062		0.69
Italian Motorway Holdings S.à.r.l	(4)(6)(8)	E +	5.25%	7.35%	4/28/2029	EUR	236,429	242,728		244,571		1.08
Liquid Tech Solutions Holdings, LLC	(4)(10)	L +	4.75%	8.92%	3/20/2028	19,094		19,021		18,235		0.08
Roadsafe Holdings, Inc.	(4)(7)(11)	L +	5.75%	10.87%	10/19/2027	142,790		140,438		140,831		0.62
Safety Borrower Holdings LP	(4)(5)(7)(11)	L +	5.25%	10.46%	9/1/2027	45,784		45,434		45,334		0.20
Sam Holding Co, Inc.	(4)(7)(11)	L +	5.25%	9.95%	9/24/2027	169,256		166,058		166,682		0.73
TRP Infrastructure Services, LLC	(4)(7)(11)	L +	5.50%	10.08%	7/9/2027	72,961		71,763		67,722		0.30
								1,165,321		1,154,883		5.09
Wireless Telecommunication Services
CCI Buyer, Inc.	(10)	SOFR +	4.00%	8.58%	12/17/2027	24,976		24,947		23,926		0.11
Total First Lien Debt								44,461,300		43,710,812		192.69

5761

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)	Maturity Date	Par Amount/Units (16)		Cost (3)		Fair Value		% of Net Assets
Second Lien Debt
Aerospace & Defense
Atlas CC Acquisition Corp.	(4)(5)(10)	L +	7.63%	12.36%	5/25/2029	$	44,520	$	43,986	$	40,068	0.18	%
Peraton Corp.	(10)	L +	7.75%	12.09%	2/1/2029	53,508		52,894		51,140		0.23
								96,880		91,208		0.41
Air Freight & Logistics
The Kenan Advantage Group, Inc.	(10)	L +	7.25%	11.63%	9/1/2027	33,015		32,494		30,649		0.14
Wwex Uni Topco Holdings, LLC	(10)	L +	7.00%	11.73%	7/26/2029	33,000		32,604		27,658		0.12
								65,098		58,307		0.26
Capital Markets
The Edelman Financial Engines Center, LLC	(8)	L +	6.75%	11.13%	7/20/2026	14,000		13,899		12,659		0.06
Chemicals
Hexion Holdings Corp.	(4)(9)	SOFR +	7.44%	11.86%	3/15/2030	46,000		44,841		36,570		0.16
NIC Acquisition Corp.	(4)(10)	L +	7.75%	12.48%	12/29/2028	31,500		31,141		19,373		0.09
Pearls Netherlands Bidco	(4)(6)(9)	SOFR +	7.25%	11.34%	2/25/2030	42,453		41,408		41,392		0.18
								117,390		97,335		0.43
Commercial Services & Supplies
DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	6.75%	11.07%	3/30/2029	29,464		29,349		26,174		0.12
USIC Holdings, Inc.	(5)(10)	L +	6.50%	10.88%	5/14/2029	8,594		8,541		8,093		0.04
								37,890		34,267		0.16
Construction & Engineering
COP Home Services TopCo IV, Inc.	(4)(5)(11)	L +	8.75%	13.13%	12/29/2028	43,277		42,608		41,329		0.18
Thermostat Purchaser III, Inc.	(4)(7)(10)	L +	7.25%	11.98%	8/31/2029	32,725		32,281		31,374		0.14
								74,889		72,703		0.32
Diversified Consumer Services
Pre-Paid Legal Services, Inc.	(9)	L +	7.00%	11.38%	12/14/2029	25,000		24,781		22,859		0.10
Health Care Equipment & Supplies
Confluent Medical Technologies, Inc.	(4)(5)(9)	SOFR +	6.50%	11.23%	2/16/2030	52,500		51,565		51,188		0.23
Health Care Providers & Services
Canadian Hospital Specialties Ltd.	(4)(5)(6)(8)		8.75%	8.75%	4/15/2029	CAD	3,800	3,005		2,587		0.01
CD&R Artemis UK Bidco Ltd.	(4)(6)(8)	S +	7.50%	10.93%	8/19/2029	GBP	65,340	87,423		76,820		0.34
CD&R Artemis UK Bidco Ltd.	(4)(6)(9)	L +	7.25%	7.25%	8/19/2029	25,000		24,450		24,250		0.11
Jayhawk Buyer, LLC	(4)(11)	L +	8.75%	13.17%	10/15/2027	6,537		6,439		6,488		0.03
								121,317		110,145		0.49
Health Care Technology
Imprivata, Inc.	(4)(9)	SOFR +	6.25%	10.57%	12/1/2028	44,118		43,725		44,338		0.20
Hotels, Restaurants & Leisure
Mic Glen, LLC	(9)	L +	6.75%	11.13%	7/30/2029	19,000		18,949		17,520		0.08

5862

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)	Maturity Date	Par Amount/Units (16)		Cost (3)		Fair Value		% of Net Assets
Second Lien Debt (continued)
Industrial Conglomerates
Victory Buyer, LLC	(4)(9)	L +	7.00%	11.35%	11/1/2029	$	24,677	$	24,460	$	21,161	0.09	%
IT Services
Dcert Buyer, Inc.	(8)	L +	7.00%	11.70%	2/19/2029	60,975		61,159		55,914		0.25
Inovalon Holdings, Inc.	(4)(5)(10)	L +	10.50%	15.20% (incl. 15.20% PIK)	11/24/2033	93,252		91,001		93,252		0.41
								152,160		149,166		0.66
Life Sciences Tools & Services
Curia Global, Inc.	(4)(10)	L +	6.50%	10.91%	8/31/2029	45,977		45,210		35,862		0.16
LSCS Holdings, Inc.	(4)(9)	L +	8.00%	12.38%	12/17/2029	40,000		39,476		36,000		0.16
Phoenix Newco, Inc.	(4)(6)(9)	L +	6.50%	10.88%	11/15/2029	52,153		51,228		50,980		0.22
								135,914		122,842		0.54
Media
Houghton Mifflin, LLC	(4)(7)(9)	SOFR +	8.50%	12.82%	4/8/2030	80,500		78,678		76,034		0.34
Pharmaceuticals
Sharp Midco, LLC	(4)(5)(9)	L +	7.25%	11.98%	12/31/2029	31,500		30,811		29,925		0.13
Professional Services
Aqgen Island Holdings, Inc.	(5)(6)(9)	L +	6.50%	10.25%	8/2/2029	34,508		34,200		30,310		0.13
Celestial Saturn Parent, Inc.	(9)	L +	6.50%	10.94%	6/4/2029	134,488		133,362		96,294		0.42
Deerfield Dakota Holding, LLC	(10)	L +	6.75%	11.13%	4/7/2028	29,650		29,569		28,353		0.12
Thevelia US, LLC	(4)(6)(9)	SOFR +	6.75%	11.48%	6/17/2030	182,046		176,955		177,950		0.78
VT Topco, Inc.	(4)(10)	L +	6.75%	11.13%	7/31/2026	35,500		35,373		34,080		0.15
								409,459		366,987		1.60
Software
Apex Group Treasury, LLC	(4)(6)(9)	L +	6.75%	11.48%	7/27/2029	28,153		28,179		27,097		0.12
Cloudera, Inc.	(9)	L +	6.00%	10.38%	10/8/2029	66,697		66,226		55,942		0.25
HS Purchaser, LLC	(10)	SOFR +	6.75%	10.94%	11/19/2027	71,000		71,107		56,534		0.25
Human Security, Inc.	(4)(7)(11)	SOFR +	6.75%	11.07%	7/22/2027	50,000		49,209		48,250		0.21
Idera, Inc.	(4)(10)	L +	6.75%	10.50%	3/2/2029	30,331		30,243		25,175		0.11
Mandolin Technology Intermediate Holdings, Inc.	(4)(5)(9)	L +	6.50%	10.91%	7/30/2029	31,950		31,584		30,832		0.14
Mitratech Holdings, Inc.	(4)(10)	L +	6.75%	11.16%	5/18/2029	18,000		17,939		16,830		0.07
Proofpoint, Inc.	(5)(9)	L +	6.25%	10.98%	8/31/2029	63,274		63,103		61,086		0.27
Symphony Technology Group	(6)(10)	L +	8.25%	12.67%	7/27/2029	91,647		90,561		72,859		0.32
Virgin Pulse, Inc.	(4)(10)	L +	7.25%	11.63%	4/6/2029	27,000		26,841		21,060		0.09
Vision Solutions, Inc.	(5)(10)	L +	7.25%	11.61%	4/23/2029	88,534		88,114		66,041		0.29
								563,106		481,706		2.12

5963

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)	Maturity Date	Par Amount/Units (16)		Cost (3)		Fair Value		% of Net Assets
Second Lien Debt (continued)
Trading Companies & Distributors
Icebox Holdco III, Inc.	(4)(9)	L +	6.75%	11.48%	12/21/2029	$	14,000	$	13,879	$	12,457	0.05	%
Total Second Lien Debt								2,074,849		1,872,806		8.26

6064

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)	Maturity Date	Par Amount/Units (16)		Cost (3)		Fair Value		% of Net Assets
Structured Finance Obligations
522 Funding CLO 2020-6, Ltd.	(4)(5)(6)(8)	L +	6.50%	10.82%	10/23/2034	$	3,000	$	3,000	$	2,631	0.01	%
AIMCO CLO Series 2015-A	(5)(6)(8)	L +	6.60%	10.68%	10/17/2034	7,450		7,450		6,664		0.03
Allegro CLO XI Ltd.	(4)(5)(6)(8)	L +	7.00%	11.23%	1/19/2033	3,895		3,859		3,617		0.02
Apidos CLO XXXVI	(4)(5)(6)(8)	L +	5.95%	10.19%	7/20/2034	8,500		8,500		7,536		0.03
Apidos CLO XXXIII	(5)(6)(8)	L +	6.35%	10.67%	10/24/2034	5,000		4,955		4,466		0.02
Ares LXII CLO, Ltd.	(4)(5)(6)(8)	L +	6.50%	10.86%	1/25/2034	9,000		9,000		7,653		0.03
Ares LXI CLO, Ltd.	(4)(5)(6)(8)	L +	6.25%	10.49%	10/20/2034	7,750		7,750		6,600		0.03
Ares XXVII CLO, Ltd.	(5)(6)(8)	L +	6.75%	10.99%	10/28/2034	7,000		6,936		6,151		0.03
Balboa Bay Loan Funding 2021-2, Ltd.	(4)(5)(6)(8)	L +	6.60%	10.84%	1/20/2035	7,000		6,936		5,994		0.03
Barings CLO Ltd 2021-II	(4)(6)(5)(8)	L +	6.25%	10.33%	7/15/2034	6,000		6,000		5,257		0.02
Barings CLO Ltd 2021-III	(4)(6)(5)(8)	L +	6.65%	10.84%	1/18/2035	7,200		7,200		5,935		0.03
Benefit Street Partners CLO XX	(4)(5)(6)(8)	L +	6.75%	10.83%	7/15/2034	6,500		6,500		5,758		0.03
Benefit Street Partners LLC BSP 2020-21A	(4)(5)(6)(8)	L +	6.70%	10.78%	10/15/2034	3,000		2,972		2,700		0.01
BlueMountain CLO XXIX Ltd	(4)(5)(6)(8)	L +	6.86%	11.22%	7/25/2034	2,750		2,686		2,437		0.01
Broad River Ltd 2020-1	(4)(5)(6)(8)	L +	6.50%	10.74%	7/20/2034	7,000		6,947		6,397		0.03
Carlyle US CLO 2020-1, Ltd.	(4)(5)(6)(8)	L +	6.25%	10.49%	7/20/2034	7,000		7,000		6,130		0.03
Carval CLO VI-C, LTD.	(4)(5)(6)(8)	SOFR +	7.33%	8.73%	4/21/2034	8,750		8,667		7,993		0.04
Carval CLO V-C, LTD.	(4)(5)(6)(8)	L +	6.75%	10.83%	10/15/2034	8,000		7,926		7,037		0.03
CIFC Funding 2019-III, Ltd.	(4)(5)(6)(8)	L +	6.80%	10.88%	10/16/2034	8,000		8,000		7,257		0.03
CIFC Funding 2022-V, Ltd.	(4)(5)(6)(8)	L +	7.55%	10.06%	7/16/2033	10,000		9,904		9,296		0.04
Dryden 95 CLO, Ltd.	(4)(5)(6)(8)	L +	6.15%	10.87%	8/20/2034	8,000		8,000		6,899		0.03
Eaton Vance CLO 2019-1 Ltd	(4)(5)(6)(8)	L +	6.50%	10.58%	4/15/2031	3,750		3,754		3,404		0.02
Elmwood CLO 16, Ltd.	(4)(5)(6)(8)	L +	7.22%	11.18%	4/20/2034	6,000		5,943		5,548		0.02
Elmwood CLO III, Ltd.	(4)(5)(6)(8)	L +	6.50%	10.58%	10/20/2034	3,500		3,500		3,218		0.01
Elmwood CLO VI, Ltd.	(5)(6)(8)	L +	6.50%	10.58%	10/20/2034	4,000		4,000		3,678		0.02
Flatiron RR CLO 22, LLC	(5)(6)(8)	L +	6.20%	10.27%	10/15/2034	5,000		5,000		4,491		0.02
Fort Washington CLO 2021-2, Ltd.	(4)(5)(6)(8)	L +	6.61%	10.85%	10/20/2034	12,000		11,892		10,892		0.05
Galaxy XXV CLO, Ltd.	(4)(5)(6)(8)	L +	5.95%	10.69%	10/25/2031	4,000		3,948		3,459		0.02
Galaxy 30 CLO, Ltd.	(4)(5)(6)(8)	L +	7.00%	10.81%	4/15/2035	3,000		2,972		2,691		0.01
Goldentree Loan Management US Clo 8 Ltd.	(4)(5)(6)(8)	L +	6.15%	10.39%	10/20/2034	6,200		6,200		5,551		0.02
Goldentree Loan Management US Clo 12 Ltd.	(4)(5)(6)(8)	SOFR +	7.25%	11.21%	4/20/2034	6,500		6,441		5,775		0.03
Gulf Stream Meridian GSM 2021-IIIA, Ltd.	(4)(5)(6)(8)	L +	6.75%	10.83%	4/15/2034	1,000		959		895		0.00
Gulf Stream Meridian 5, Ltd.	(4)(5)(6)(8)	L +	6.33%	10.41%	7/15/2034	3,500		3,488		3,045		0.01
Gulf Stream Meridian 7, Ltd.	(4)(5)(6)(8)	SOFR +	6.85%	10.71%	7/15/2035	5,000		4,953		4,323		0.02
Halseypoint Clo 5, Ltd.	(4)(5)(6)(8)	L +	6.95%	11.68%	1/30/2035	9,500		9,325		8,536		0.04
HPS Loan Management 15-2019 Ltd	(4)(5)(6)(8)	L +	6.80%	9.83%	1/22/2035	4,000		3,963		3,628		0.02
Jamestown CLO XIV, Ltd.	(5)(6)(8)	L +	7.20%	11.44%	10/20/2034	10,000		9,818		8,855		0.04

6165

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)	Maturity Date	Par Amount/Units (16)		Cost (3)		Fair Value		% of Net Assets
Structured Finance Obligations (continued)
Kayne CLO III, Ltd.	(4)(5)(6)(8)	L +	6.50%	10.58%	4/15/2032	$	5,000	$	5,008	$	4,453	0.02	%
Magnetite XXXII Ltd	(4)(5)(6)(8)	L +	6.90%	10.76%	4/15/2035	5,000		5,000		4,534		0.02
Morgan Stanley Eaton Vance Clo 2021-1, Ltd.	(5)(6)(8)	L +	6.75%	11.26%	10/20/2034	6,500		6,500		5,784		0.03
Neuberger Berman Loan Advisers CLO 38, Ltd.	(5)(6)(8)	L +	6.25%	10.49%	10/20/2035	11,000		11,000		9,766		0.04
Onex Credit Partners OCP 2020-19A	(4)(5)(6)(8)	L +	6.50%	10.74%	10/20/2034	4,250		4,073		3,696		0.02
OCP CLO 2021-22, Ltd.	(4)(5)(6)(8)	L +	6.60%	10.84%	12/2/2034	9,000		8,887		7,814		0.03
Octagon 55, Ltd	(4)(5)(6)(8)	L +	6.50%	10.74%	7/20/2034	11,000		10,878		9,540		0.04
Octagon 66, Ltd	(4)(5)(6)(8)	SOFR +	7.80%	10.34%	8/16/2033	10,000		9,904		9,288		0.04
Octagon Investment Partners 41, Ltd.	(5)(6)(8)	L +	7.13%	11.21%	10/15/2033	5,000		4,978		4,489		0.02
Palmer Square CLO 2015-1, Ltd.	(4)(5)(6)(8)	L +	6.50%	11.18%	5/21/2034	2,000		1,910		1,769		0.01
Palmer Square CLO 2022-1, Ltd.	(4)(5)(6)(8)	L +	6.40%	10.31%	4/20/2035	2,500		2,500		2,190		0.01
Palmer Square CLO 2019-1, Ltd.	(4)(5)(6)(8)	L +	6.50%	11.13%	11/14/2034	12,000		12,000		10,746		0.05
Park Avenue Institutional Advisers CLO Ltd 2022-1	(4)(5)(6)(8)	L +	7.30%	11.25%	4/20/2035	6,000		5,831		5,358		0.02
Post CLO 2021-1, Ltd.	(4)(5)(6)(8)	L +	6.45%	10.53%	10/15/2034	6,000		6,000		5,397		0.02
Post CLO 2022-1, Ltd.	(4)(5)(6)(8)	L +	6.80%	10.71%	4/20/2035	5,000		4,977		4,426		0.02
PPM CLO 2, Ltd.	(4)(5)(6)(8)	L +	6.55%	10.63%	4/16/2032	5,000		5,008		4,098		0.02
PPM CLO 4, Ltd.	(5)(6)(8)	L +	6.50%	10.69%	10/18/2034	8,775		8,775		7,490		0.03
PPM CLO 5, Ltd.	(5)(6)(8)	L +	6.50%	10.69%	10/18/2034	4,800		4,800		3,988		0.02
Rad CLO 14, Ltd.	(4)(5)(6)(8)	L +	6.50%	10.58%	1/15/2035	6,750		6,750		5,779		0.03
Rockford Tower CLO 2021-3, Ltd.	(5)(6)(8)	L +	6.72%	11.08%	10/20/2034	4,000		3,945		3,366		0.01
RR 19, Ltd.	(5)(6)(8)	L +	6.50%	10.58%	10/15/2035	3,000		3,000		2,745		0.01
RR 20, Ltd.	(4)(5)(6)(8)	L +	7.25%	11.11%	7/15/2037	4,000		3,962		3,609		0.02
Signal Peak 7, Ltd.	(4)(5)(6)(8)	L +	6.89%	11.30%	4/30/2032	3,875		3,844		3,556		0.02
Sound Point CLO XXVII, Ltd.	(4)(5)(6)(8)	L +	6.56%	10.92%	10/25/2034	6,900		6,775		5,670		0.02
Symphony CLO 34-PS, Ltd.	(4)(5)(6)(8)	SOFR +	7.56%	10.14%	7/24/2034	7,000		6,932		6,264		0.03
Trestles Clo IV, Ltd.	(4)(5)(6)(8)	L +	6.25%	10.53%	7/21/2034	8,000		8,000		7,130		0.03
Vibrant CLO XII, Ltd.	(4)(5)(6)(8)	L +	7.11%	11.35%	1/20/2034	2,875		2,851		2,624		0.01
Vibrant CLO XIII, Ltd.	(4)(5)(6)(8)	L +	7.06%	11.14%	7/15/2034	6,250		6,195		5,679		0.03
Voya CLO 2019-4, Ltd.	(4)(5)(6)(8)	L +	6.70%	10.78%	1/15/2035	8,250		8,098		7,205		0.03
Voya CLO 2020-2, Ltd.	(4)(5)(6)(8)	L +	6.40%	10.63%	7/19/2034	5,000		4,908		4,419		0.02
Total Structured Finance Obligations								409,633		365,269		1.61
Unsecured Debt
Health Care Technology
Athenahealth, Inc.	(8)		6.50%	6.50%	2/15/2030	3,297		3,297		2,436		0.01
Software
Condor Merger Sub, Inc.	(6)(8)		7.38%	7.38%	2/15/2030	14,286		14,286		11,512		0.05
Total Unsecured Debt								17,583		13,948		0.06

6266

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread	Interest Rate (2)	Maturity Date	Par Amount/Units (16)	Cost (3)		Fair Value		% of Net Assets
Equity
Aerospace & Defense
Loar Acquisition 13, LLC - Common Units	(4)				2,890,586	$	4,336	$	6,446	0.03	%
Micross Topco, Inc.	(4)				116	125		116		0.00
						4,461		6,562		0.03
Air Freight & Logistics
AGI Group Holdings LP - A2 Units	(4)				1,674	1,674		1,345		0.01
Mode Holdings, L.P. - Class A-2 Common Units	(4)				1,076,923	1,077		2,100		0.01
						2,751		3,445		0.02
Distributors
Box Co-Invest Blocker, LLC	(4)				3,308,320	3,308		2,944		0.01
Diversified Consumer Services
Cambium Holdings, LLC - Senior Preferred Interests	(4)		11.50		29,194,330	28,734		35,317		0.16
Deneb Ultimate Topco, LLC - Class A Units	(4)				4,060	4,060		3,208		0.01
						32,794		38,525		0.17
Diversified Telecommunication Services
Point Broadband Holdings, LLC - Class A Units	(4)				12,870	10,915		9,815		0.04
Point Broadband Holdings, LLC - Class B Units	(4)				685,760	1,955		1,414		0.01
Point Broadband Holdings, LLC - Class Additional A Units	(4)				147,380	420		304		0.00
Point Broadband Holdings, LLC - Class Additional B Units	(4)				2,766	2,346		2,109		0.01
						15,636		13,642		0.06
Health Care Equipment & Supplies
GCX Corporation Group Holdings, L.P. - Class A-2 Units	(4)				4,853	4,853		2,912		0.01
Health Care Providers & Services
AVE Holdings I Corp.	(4)				12,237,213	11,870		12,482		0.06
CD&R Artemis Holdco 2 Limited - Preferred Shares	(4)(6)				33,000,000	43,662		44,133		0.19
CD&R Ulysses Equity Holdings, L.P. - Common Shares	(4)(6)				6,000,000	6,090		5,040		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		21,276		0.09
NC Eve, L.P. - LP Interest	(4)(6)				2,500,000	3,398		2,806		0.01
						88,135		91,202		0.40

6367

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread	Interest Rate (2)	Maturity Date	Par Amount/Units (16)	Cost (3)		Fair Value		% of Net Assets
Equity (continued)
Health Care Technology
Caerus Midco 2 S.À. R.L - Additional Vehicle Units	(4)(6)				988,290	$	988	$	109	0.00	%
Caerus Midco 2 S.À. R.L - Vehicle Units	(4)(6)				4,941,452	4,941		4,497		0.02
						5,929		4,606		0.02
Insurance
Shelf Holdco Ltd Common Equity	(4)(6)				1,300,000	1,300		1,300		0.01
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)		11.50		54,010	52,935		58,195		0.26
OHCP V TC COI, LP. - LP Interest	(4)				6,500,000	6,500		8,190		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		12,000		0.05
						83,186		92,536		0.41
Software
Connatix Parent, LLC - Class L Common Units	(4)				126,136	1,388		769		0.00
Expedition Holdco, LLC - Class A Units	(4)				810,810	810		585		0.00
Knockout Intermediated Holdings I, Inc.	(4)				49,020	47,795		49,388		0.22
Lobos Parent, Inc. - Series A Preferred Shares	(4)		10.50		45,090	43,963		47,908		0.21
Mandolin Technology Holdings, Inc. - Series A Preferred Shares	(4)				31,950,000	30,992		30,672		0.14
Mimecast Limited	(4)				73,213,759	73,214		71,705		0.32
Zoro Common Equity	(4)				1,195,880	11,959		11,959		0.05
Zoro Series A Preferred Shares	(4)		12.50		44,535	43,199		43,199		0.19
						253,320		256,185		1.13
Transportation Infrastructure
Atlas Intermediate Holding LLC - Preferred Interest	(4)				34,238,400	33,725		32,355		0.14
Enstructure LLC	(4)				3,783,785	2,806		2,951		0.01
Frontline Road Safety Investments, LLC - Class A Common Units	(4)				58,590	6,178		4,086		0.02
Ncp Helix Holdings, LLC. - Preferred Shares	(4)				1,485,282	1,116		1,417		0.01
						43,825		40,809		0.18
Total Equity						565,185		580,355		2.56
Total Investments - non-controlled/non-affiliated						47,528,550		46,543,190		205.17
Investments - non-controlled/affiliated

6468

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Blackstone Private Credit Fund Condensed Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread	Interest Rate (2)	Maturity Date	Par Amount/Units (16)	Cost (3)		Fair Value		% of Net Assets
Equity
Distributors
GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP) - Class A Common Units	(4)(6)(15)					$	719	$	2,813	0.01	%
Total Equity Investments						719		2,813		0.01
Total Investments - non-controlled/affiliated						719		2,813		0.01
Investments - controlled/affiliated
Equity
Diversified Financial Services
Specialty Lending Company LLC - LLC Interest	(4)(5)(6)(15)					171,900		172,330		0.76
Specialty Retail
GSO DL CoInvest CI LP (CustomInk, LLC) - Series A Preferred Units	(4)(6)(15)					1,421		1,881		0.01
Total Equity						173,321		174,211		0.77
Total Investments - controlled/affiliated						173,321		174,211		0.77
Investments in Joint Ventures
BCRED Emerald JV LP	(6)					2,115,000		2,072,717		9.14
BCRED Verdelite JV LP	(6)					117,706		115,677		0.51
Total Investments in Joint Ventures						2,232,706		2,188,394		9.65
Total Investment Portfolio						49,935,296		48,908,608		215.60
Cash and Cash Equivalents
Other Cash and Cash Equivalents						1,351,901		1,351,901		5.96
Total Portfolio Investments, Cash and Cash Equivalents						$	51,287,197	$	50,260,509	221.56	%

(1)Unless otherwise indicated, all 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. As of December 31, 2022, the Company had investments denominated in Canadian Dollars (CAD), Euros (EUR), British Pounds (GBP), Swiss Francs (CHF), Danish Krone (DKK), Swedish Krona (SEK), Norwegian Krone (NOK), and New Zealand Dollars (NZD). 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 (in thousands) is presented for debt investments, while the number of shares or units (in whole amounts) 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”), Stockholm Interbank Offered Rate (“STIBOR” or “ST”), Copenhagen Interbank Offered Rate (“CIBOR” or “CI”), Norwegian Interbank Offered Rate (“NIBOR” or “N”), New Zealand Bank Bill Reference Rate (“BKBM” or “B”),or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2022. Variable rate loans typically include an interest reference rate floor feature.

(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, 2022, non-qualifying assets represented 22.9% 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):

6569

Table of Contents

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

32,949

(2,990)

ACI Group Holdings, Inc.

Delayed Draw Term Loan

8/2/2023

48,834

—

ACI Group Holdings, Inc.

Revolver

8/2/2027

19,119

—

ADCS Clinics Intermediate Holdings, LLC

Revolver

5/7/2027

3,902

(78)

ADCS Clinics Intermediate Holdings, LLC

Delayed Draw Term Loan

5/7/2023

2,467

—

ADCS Clinics Intermediate Holdings, LLC

Delayed Draw Term Loan

4/14/2024

8,400

(63)

Advancing Eyecare Center, Inc.

Delayed Draw Term Loan

6/13/2029

4,620

—

AI Altius Bidco, Inc.

Delayed Draw Term Loan

12/21/2023

34,698

(347)

AI Aqua Merger Sub, Inc.

Delayed Draw Term Loan

7/31/2028

2,296

(444)

Amerilife Holdings, LLC

Revolver

8/31/2028

48,715

(487)

Amerilife Holdings, LLC

Delayed Draw Term Loan

8/31/2029

25,775

—

Amerivet Partners Management, Inc.

Revolver

2/25/2028

11,511

(460)

Amerivet Partners Management, Inc.

Delayed Draw Term Loan

2/25/2024

50,929

—

Anaplan, Inc.

Revolver

6/21/2028

53,206

(6,182)

Kwor Acquisition Inc

Delayed Draw Term Loan

12/22/2028

5,137

(180)

Kwor Acquisition Inc

Revolver

12/22/2027

12,195

(427)

Armada Parent, Inc.

Delayed Draw Term Loan

10/29/2023

11,250

—

Armada Parent, Inc.

Revolver

10/29/2027

27,000

(743)

Armstrong Bidco Limited

Delayed Draw Term Loan

6/28/2029

46,123

—

Ascend Buyer, LLC

Revolver

9/30/2027

7,760

(78)

athenahealth, Inc.

Delayed Draw Term Loan

2/15/2029

4,449

—

Atlas CC Acquisition Corp.

Delayed Draw Term Loan

5/26/2026

14,403

(2,795)

Atlas CC Acquisition Corp.

Revolver

5/26/2026

1,646

—

Avalara Inc

Revolver

10/19/2028

2,308

(58)

AxiomSL Group, Inc.

Delayed Draw Term Loan

12/3/2027

5,478

(55)

AxiomSL Group, Inc.

Revolver

12/3/2025

5,983

(60)

Barbri Holdings, Inc.

Delayed Draw Term Loan

4/28/2023

14,050

—

Bazaarvoice, Inc.

Revolver

5/7/2026

42,994

—

Project Boost Purchaser, LLC

Revolver

5/2/2028

5,543

(28)

Project Boost Purchaser, LLC

Delayed Draw Term Loan

5/2/2029

8,496

—

Benefytt Technologies, Inc

Delayed Draw Term Loan

8/12/2023

3,573

—

BlueCat Networks USA, Inc.

Delayed Draw Term Loan

8/8/2028

11,024

—

BlueCat Networks USA, Inc.

Delayed Draw Term Loan

8/8/2028

12,159

(122)

Caerus US 1, Inc.

Delayed Draw Term Loan

5/25/2029

59,019

(590)

Caerus US 1, Inc.

Revolver

5/25/2029

37,839

—

Caerus US 1, Inc.

Delayed Draw Term Loan

5/25/2029

12,551

—

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

1,584

—

Caramel Bidco Limited

Delayed Draw Term Loan

2/24/2024

19,552

—

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.

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.

Delayed Draw Term Loan

8/26/2024

33,015

—

Clearview Buyer, Inc.

Revolver

2/26/2027

8,085

(162)

Community Brands ParentCo, LLC

Delayed Draw Term Loan

2/24/2024

10,809

(108)

Community Brands ParentCo, LLC

Revolver

2/24/2028

6,330

(127)

Confine Visual Bidco

Delayed Draw Term Loan

3/11/2024

49,522

—

6670

Table of Contents

Investments—non-controlled/non-affiliated

Commitment Type

Commitment
Expiration Date

Unfunded
Commitment

Fair
Value

Connatix Buyer, Inc.

Revolver

7/14/2027

16,294

(326)

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

(120)

CPI Buyer, LLC

Delayed Draw Term Loan

5/1/2023

70,006

—

CPI Buyer, LLC

Revolver

11/1/2026

28,928

(579)

CPI Intermediate Holdings Inc

Delayed Draw Term Loan

10/8/2029

111,547

(1,115)

Cumming Group, Inc.

Delayed Draw Term Loan

5/26/2027

14,445

(144)

Cumming Group, Inc.

Revolver

5/26/2027

22,143

—

DCA Investment Holdings, LLC

Delayed Draw Term Loan

4/3/2028

10,046

(151)

DCA Investment Holdings, LLC

Delayed Draw Term Loan

4/3/2028

661

—

Discovery Education, Inc.

Delayed Draw Term Loan

4/9/2029

120,227

—

Discovery Education, Inc.

Revolver

4/9/2029

52,540

(1,839)

Doc Generici (Diocle S.p.A.)

Delayed Draw Term Loan

10/26/2024

5,221

—

Donuts, Inc.

Delayed Draw Term Loan

5/14/2023

128,295

—

DTI Holdco, Inc.

Revolver

4/26/2027

6,800

—

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

(561)

Engineered Stone Group Holdings III Ltd.

Delayed Draw Term Loan

4/23/2028

23,817

—

Enstructure LLC

Delayed Draw Term Loan

5/25/2029

18,743

—

ENV Bidco AB

Delayed Draw Term Loan

7/19/2029

28,642

(3,270)

Episerver, Inc.

Revolver

4/9/2026

3,833

(172)

Episerver, Inc.

Delayed Draw Term Loan

4/9/2026

10,185

(458)

Excelitas Technologies Corp.

Revolver

8/14/2028

6,405

—

Excelitas Technologies Corp.

Delayed Draw Term Loan

8/13/2029

29,560

(296)

Experity, Inc.

Revolver

2/24/2028

13,452

(269)

Forterro UK Ltd.

Delayed Draw Term Loan

7/7/2029

17,829

—

Foundation Risk Partners Corp.

Revolver

10/29/2027

5,606

—

Foundation Risk Partners Corp.

Delayed Draw Term Loan

10/29/2028

11,352

—

Galway Borrower, LLC

Revolver

9/30/2027

19,017

(475)

Galway Borrower, LLC

Delayed Draw Term Loan

9/30/2023

2,364

(24)

GCX Corporation Buyer, LLC

Delayed Draw Term Loan

9/13/2023

18,000

—

GI Consilio Parent, LLC

Revolver

2/10/2026

6,300

(521)

GI Ranger Intermediate, LLC

Revolver

10/29/2027

9,720

—

GI Ranger Intermediate, LLC

Delayed Draw Term Loan

10/30/2028

27,360

—

Gigamon Inc.

Revolver

3/11/2028

25,774

(580)

Go Car Wash Management Corp.

Delayed Draw Term Loan

8/31/2023

3,503

—

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

(626)

GraphPAD Software, LLC

Delayed Draw Term Loan

4/27/2027

8,571

(86)

GraphPAD Software, LLC

Revolver

4/27/2027

2,832

(42)

Gruden Acquisition, Inc.

Delayed Draw Term Loan

7/1/2023

6,300

(79)

Gruden Acquisition, Inc.

Revolver

7/1/2026

9,000

(113)

Helix TS, LLC

Delayed Draw Term Loan

6/14/2024

767

—

HIG Orca Acquisition Holdings, Inc.

Revolver

8/17/2027

4,997

—

HIG Orca Acquisition Holdings, Inc.

Delayed Draw Term Loan

8/17/2023

10,171

—

High Street Buyer, Inc.

Revolver

4/16/2027

4,186

(84)

High Street Buyer, Inc.

Delayed Draw Term Loan

4/16/2028

47,320

—

Houghton Mifflin, LLC

Revolver

4/7/2027

18,750

(1,448)

Human Security, Inc.

Delayed Draw Term Loan

7/22/2027

50,000

—

IG Investments Holdings, LLC

Revolver

9/22/2027

26,897

—

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

17,863

—

6771

Table of Contents

Investments—non-controlled/non-affiliated

Commitment Type

Commitment
Expiration Date

Unfunded
Commitment

Fair
Value

ISQ Hawkeye Holdco, Inc.

Revolver

8/17/2028

806

(12)

ISQ Hawkeye Holdco, Inc.

Delayed Draw Term Loan

8/17/2029

795

—

Java Buyer, Inc.

Delayed Draw Term Loan

12/15/2023

62,909

—

Jayhawk Buyer, LLC

Delayed Draw Term Loan

10/15/2026

—

Jupiter Bidco Limited

Delayed Draw Term Loan

8/5/2029

41,392

(2,162)

Kaseya, Inc.

Delayed Draw Term Loan

6/25/2029

44,474

(445)

Kaseya, Inc.

Revolver

6/25/2029

48,746

(487)

Knowledge Pro Buyer, Inc.

Delayed Draw Term Loan

12/10/2023

8,979

(67)

Knowledge Pro Buyer, Inc.

Revolver

12/10/2027

9,964

—

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

9/29/2023

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

3,142

—

Mantech International CP

Delayed Draw Term Loan

9/14/2029

186,262

(1,863)

Mantech International CP

Revolver

9/14/2028

111,118

(1,111)

Marcone Yellowstone Buyer, Inc.

Delayed Draw Term Loan

6/23/2028

5,722

—

Material Holdings, LLC

Revolver

8/17/2027

8,266

—

Material Holdings, LLC

Delayed Draw Term Loan

8/19/2023

16,215

—

Metis Buyer, Inc.

Revolver

5/4/2026

9,000

(672)

MHE Intermediate Holdings, LLC

Revolver

7/21/2027

691

—

Monk Holding Co.

Delayed Draw Term Loan

8/12/2023

38,468

—

Monterey Financing S.à.r.l

Delayed Draw Term Loan

9/19/2029

55,097

—

Mozart Borrower LP

Revolver

10/21/2026

17,850

(1,413)

MRI Software, LLC

Revolver

2/10/2026

673

(24)

MRI Software, LLC

Delayed Draw Term Loan

2/10/2026

7,969

—

Natus Medical Incorporated

Revolver

7/21/2027

2,788

—

Navigator Acquiror, Inc.

Delayed Draw Term Loan

7/16/2023

91,734

—

NDC Acquisition Corp.

Revolver

3/9/2027

2,911

—

New Arclin US Holding Corp.

Delayed Draw Term Loan

9/22/2028

1,657

(193)

NMC Crimson Holdings, Inc.

Delayed Draw Term Loan

3/1/2023

26,585

—

Onex AP Merger Sub, LLC

Revolver

4/4/2028

3,261

(65)

Onex Baltimore Buyer, Inc.

Delayed Draw Term Loan

12/1/2023

57,531

—

Paya Holdings III, LLC

Revolver

6/16/2028

3,375

(173)

Pediatric Associates Holding Co., LLC

Delayed Draw Term Loan

12/29/2028

357

—

Petrus Buyer Inc

Delayed Draw Term Loan

10/17/2029

11,304

(170)

Petrus Buyer Inc

Revolver

10/17/2029

5,163

(155)

PGIS Intermediate Holdings, LLC

Revolver

10/16/2028

6,274

(125)

Plasma Buyer, LLC

Revolver

5/12/2028

14,467

(651)

Plasma Buyer, LLC

Delayed Draw Term Loan

5/12/2029

23,780

(238)

Point Broadband Acquisition, LLC

Delayed Draw Term Loan

10/1/2023

38,448

—

Polyphase Elevator Holding Co.

Revolver

6/23/2027

1,700

—

Polyphase Elevator Holding Co.

Delayed Draw Term Loan

12/21/2027

54,535

—

Porcelain Acquisition Corp.

Delayed Draw Term Loan

4/1/2027

21,722

(638)

PPV Intermediate Holdings, LLC

Revolver

8/31/2029

7,234

—

PPV Intermediate Holdings, LLC

Delayed Draw Term Loan

8/31/2029

14,978

(150)

Profile Products, LLC

Delayed Draw Term Loan

11/12/2027

7,842

—

Profile Products, LLC

Revolver

11/12/2027

9,363

—

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 Leopard Holdings, Inc.

Revolver

7/20/2027

13,035

—

6872

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Investments—non-controlled/non-affiliated

Commitment Type

Commitment
Expiration Date

Unfunded
Commitment

Fair
Value

Qualus Power Services Corp.

Delayed Draw Term Loan

3/26/2023

6,490

—

Rally Buyer, Inc.

Revolver

7/19/2028

17,745

(355)

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

2,448

—

Relativity ODA, LLC

Revolver

5/12/2027

4,937

(74)

Relay Purchaser, LLC

Revolver

8/30/2026

28,571

(286)

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)

RoadOne Inc

Revolver

12/30/2028

226

—

RoadOne Inc

Delayed Draw Term Loan

12/30/2028

255

(4)

Roadsafe Holdings, Inc.

Delayed Draw Term Loan

7/31/2023

53,130

—

RSC Acquisition, Inc.

Delayed Draw Term Loan

10/30/2026

53,013

—

RWL Holdings, LLC

Delayed Draw Term Loan

12/1/2027

58,064

(581)

Safety Borrower Holdings LP

Revolver

9/1/2027

3,356

(34)

Sailpoint Technologies, Inc.

Revolver

8/15/2028

34,083

(682)

Sam Holding Co, Inc.

Delayed Draw Term Loan

9/24/2023

28,800

—

Sam Holding Co, Inc.

Revolver

3/24/2027

22,000

—

SEKO Global Logistics Network, LLC

Revolver

12/30/2026

5,808

—

SEKO Global Logistics Network, LLC

Delayed Draw Term Loan

12/30/2026

7,575

—

Sherlock Buyer Corp.

Delayed Draw Term Loan

12/8/2028

11,177

(112)

Sherlock Buyer Corp.

Revolver

12/8/2027

4,445

(89)

Smile Doctors, LLC

Delayed Draw Term Loan

12/23/2028

92,773

—

Smile Doctors, LLC

Revolver

12/23/2027

26,601

—

Snoopy Bidco, Inc.

Delayed Draw Term Loan

6/1/2023

51,214

(768)

SpecialtyCare, Inc.

Revolver

6/18/2026

2,611

—

SpecialtyCare, Inc.

Delayed Draw Term Loan

6/18/2023

6,544

—

Spitfire Parent, Inc.

Delayed Draw Term Loan

3/11/2027

5,533

—

Stepping Stones Healthcare Services, LLC

Delayed Draw Term Loan

12/30/2023

26,734

—

Stepping Stones Healthcare Services, LLC

Revolver

12/30/2026

6,300

—

Sunshine Cadence Holdco, LLC

Delayed Draw Term Loan

3/23/2027

300

—

Tennessee Bidco Limited

Delayed Draw Term Loan

6/22/2024

339,176

—

The Fertility Partners, Inc.

Revolver

9/16/2027

806

—

The Fertility Partners, Inc.

Delayed Draw Term Loan

3/16/2024

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

92,321

—

Thermostat Purchaser III, Inc.

Delayed Draw Term Loan

8/31/2028

6,692

—

Thermostat Purchaser III, Inc.

Revolver

8/31/2026

8,125

(305)

Thermostat Purchaser III, Inc. (2nd Lien)

Delayed Draw Term Loan

8/31/2023

5,600

(42)

Trader Corp.

Revolver

12/22/2028

6,858

(114)

Trident TPI Holdings, Inc.

Delayed Draw Term Loan

9/15/2028

498

—

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

(128)

Trinity Partners Holdings, LLC

Delayed Draw Term Loan

12/21/2023

115,743

(1,157)

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

4,047

—

Unified Physician Management, LLC

Delayed Draw Term Loan

6/18/2029

32,608

—

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

14,559

—

US Oral Surgery Management Holdco, LLC

Revolver

11/18/2027

12,932

(129)

6973

Table of Contents


Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Victors CCC Buyer, LLC	Delayed Draw Term Loan	6/1/2029	$	31,095	$	(311)
Victors CCC Buyer, LLC	Revolver	6/1/2029	29,205		(584)
VT Topco, Inc.	Delayed Draw Term Loan	8/1/2025	712		—
West Monroe Partners, LLC	Delayed Draw Term Loan	11/9/2023	188,572		—
West Monroe Partners, LLC	Revolver	11/9/2027	70,714		(354)
West Star Aviation Acquisition, LLC	Delayed Draw Term Loan	3/1/2028	909		(18)
WHCG Purchaser III, Inc.	Revolver	6/22/2026	8,272		—
WHCG Purchaser III, Inc.	Delayed Draw Term Loan	6/22/2023	19,482		—
Zendesk Inc	Revolver	11/3/2028	97,650		(1,953)
Zendesk Inc	Delayed Draw Term Loan	11/22/2028	208,035		(3,121)
Total First and Second Lien Debt Unfunded Commitments			$	6,343,101	$	(63,045)

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

(9)The interest rate floor on these investments as of December 31, 2022 was 0.50%.

(10)The interest rate floor on these investments as of December 31, 2022 was 0.75%.

(11)The interest rate floor on these investments as of December 31, 2022 was 1.00%.

(12)The interest rate floor on these investments as of December 31, 2022 was 1.25%.

(13)The interest rate floor on these investments as of December 31, 2022 was 1.50%.

(14)The interest rate floor on these investments as of December 31, 2022 was 2.00%.

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(15)Under the Investment Company 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 December 31, 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 December 31, 2022		Dividend and Interest Income			Fair value as of December 31, 2021		Gross Additions		Gross Reductions		Change in Unrealized Gains (Losses)		Fair value as of December 31, 2022		Dividend and Interest Income
Non-Controlled/Affiliated Investments	Non-Controlled/Affiliated Investments													Non-Controlled/Affiliated Investments
GSO DL Co-Invest EIS LP	GSO DL Co-Invest EIS LP	$	1,614	$	136	$	—	$	1,062	$	2,813	$	—	GSO DL Co-Invest EIS LP	$	1,614	$	136	$	—	$	1,062	$	2,813	$	—
Controlled/Affiliated Investments	Controlled/Affiliated Investments													Controlled/Affiliated Investments
Specialty Lending Company LLC	Specialty Lending Company LLC	212,400		—		(40,500)		430		172,330		12,159		Specialty Lending Company LLC	212,400		—		(40,500)		430		172,330		12,159
BCRED Emerald JV LP	BCRED Emerald JV LP	—		2,115,000		—		(42,283)		2,072,717		100,293		BCRED Emerald JV LP	—		2,115,000		—		(42,283)		2,072,717		100,293
BCRED Verdelite JV LP	BCRED Verdelite JV LP	—		117,706		—		(2,029)		115,677		—		BCRED Verdelite JV LP	—		117,706		—		(2,029)		115,677		—
GSO DL Co-Invest CI LP	GSO DL Co-Invest CI LP	1,809		—		—		72		1,881		—		GSO DL Co-Invest CI LP	1,809		—		—		72		1,881		—
Total	Total	$	215,823	$	2,232,842	$	(40,500)	$	(42,748)	$	2,365,418	$	112,452	Total	$	215,823	$	2,232,842	$	(40,500)	$	(42,748)	$	2,365,418	$	112,452

(16)As of December 31, 2022, the Company had investments denominated in Canadian Dollars (CAD), Euros (EUR), British Pounds (GBP), New Zealand Dollar (NZD), Danish Krone (DKK), Swedish Krona (SEK) and Norwegian Krone (NOK).

(17)Loan was on non-accrual status as of December 31, 2022.

ADDITIONAL INFORMATION

Foreign Currency Forward Contracts


Counterparty	Currency Purchased		Currency Sold		Settlement Date	Unrealized Appreciation (Depreciation)
Goldman Sachs Bank USA	USD	25,374	CAD	34,625	1/17/2023	$	(213)
Goldman Sachs Bank USA	USD	78,088	DKK	546,731	3/14/2023	(998)
Goldman Sachs Bank USA	USD	61,787	EUR	58,713	3/14/2023	1,329
Goldman Sachs Bank USA	USD	58,713	NOK	584,117	3/13/2023	(829)
Goldman Sachs Bank USA	USD	61,787	NOK	584,117	3/14/2023	2,241
Goldman Sachs Bank USA	USD	10,698	SEK	109,749	3/13/2023	121
Goldman Sachs Bank USA	USD	23,113	SEK	237,106	3/14/2023	261


Interest Rate Swaps
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	$	(18,778)	$	1,796	$	(18,778)
Goldman Sachs Bank USA	September 2024 Notes	1.75%	SOFR + 0.08%	9/15/2024	365,000		(17,499)		(545)		(17,458)
Goldman Sachs Bank USA	November 2024 Notes	2.35%	SOFR + 0.66%	11/22/2024	500,000		(25,362)		1,822		(25,224)
Goldman Sachs Bank USA	January 2025 Notes	2.70%	SOFR + 0.99%	1/15/2025	500,000		(26,589)		923		(26,338)
Goldman Sachs Bank USA	December 2026 Notes	2.63%	SOFR + 0.26%	12/15/2026	625,000		(34,657)		2,387		(34,486)
Goldman Sachs Bank USA	December 2026 Notes	2.63%	SOFR + 0.26%	12/15/2026	625,000		(34,352)		2,370		(34,534)
Goldman Sachs Bank USA	March 2025 Notes	4.70%	SOFR + 2.43%	3/24/2025	400,000		(17,978)		—		(17,832)
Deutsche Bank	March 2025 Notes	4.70%	SOFR + 2.43%	3/24/2025	500,000		(22,494)		—		(22,282)
Goldman Sachs Bank USA	April 2026 UK Bonds	4.87%	SOFR + 2.78%	4/14/2026	GBP	250,000	(19,940)		—		(19,889)
Goldman Sachs Bank USA	May 2027 Notes	5.61%	SOFR + 3.00%	5/3/2027	625,000		(26,135)		—		(22,217)
Sumitomo Mitsui Banking Corporation	September 2025 Notes	7.05%	SOFR + 2.93%	9/27/2025	600,000		(2,165)		—		(2,165)
Goldman Sachs Bank USA	October 2027 Notes	7.49%	SOFR + 3.7165%	10/11/2027	350,000		(1,418)		—		(1,418)
Sumitomo Mitsui Banking Corporation	September 2025 Notes	7.05%	SOFR + 2.97%	9/29/2025	200,000		(796)		—		(796)
Total Interest Rate Swaps							$	(248,163)	$	8,753	$	(243,417)

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

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Blackstone Private Credit Fund

Notes to Condensed 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” or the “Company”), is a Delaware statutory trust formed on February 11, 2020, and structured as an externally managed, non-diversified, closed-end management investment company. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”). In addition, the Company has elected to be treated for U.S, federal income tax purposes, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (together with the rules and regulations promulgated thereunder, the “Code”).

The Company is externally managed by Blackstone Credit BDC Advisors LLC (the “Adviser”) an affiliate of Blackstone Alternative Credit Advisors LP (the “Administrator” and, collectively with its affiliates in the credit-focused business of Blackstone Inc. (“Blackstone”), “Blackstone Credit,” which, for the avoidance of doubt, excludes Harvest Fund Advisors LLC and Blackstone Insurance Solutions). The Administrator provides certain administrative and other services necessary for the Company to operate pursuant to an administration agreement (the “Administration Agreement”). Blackstone Credit is part of the credit-focused platform of Blackstone and is the primary part of its Credit & Insurance reporting segment.

The Company was formed to invest primarily in originated loans and other securities, including broadly syndicated loans, of U.S. private companies. 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. private companies through (i) first lien senior secured and unitranche loans (including first-out/last-out 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”). To a lesser extent, the Company may also invest in publicly traded securities of large corporate issuers (“Opportunistic 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 $36.5 billion of common shares of beneficial interest (“Common Shares”) pursuant to an offering registered with the Securities and Exchange 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 was $25.00 per share. Thereafter, the purchase price per share for each class of Common Shares equals the net asset value (“NAV”) per share, as of the effective date of the monthly share purchase date. Blackstone Securities Partners L.P. (the “Intermediary 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.

Note 2. Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“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”).

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The interim condensed consolidated financial statements have been prepared in accordance with 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 GAAP are omitted. In the opinion of management, all adjustments considered necessary for the fair presentation of the condensed 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, 2023.

All intercompany balances and transactions have been eliminated.

Certain prior period information has been reclassified to conform to the current period presentation.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with 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 condensed 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 condensed consolidated financial statements. Actual results may ultimately differ from those estimates.

Consolidation

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

As of ~~June~~September 30, 2023, 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 Meridian Peak Funding LLC (“Meridian 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 Twin Peaks LLC (“Twin Peaks”), BCRED Windom Peak Funding LLC (“Windom Peak Funding”), BCRED BSL WH 2022-1 LLC (“2022-1 BSL WH”), BCRED Investments LLC, BCRED 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.~~LLC, BCRED Associates GP (Lux) S.à r.l and BCRED Direct Lending I (Lux) SCSp.

The Company does not consolidate its equity investment in Specialty Lending Company LLC (“SLC”). For further description of the Company’s investment in SLC, see “Note 3. Fees, Expenses, Agreements and Related Party Transactions”.

The Company does not consolidate its investments in the BCRED Emerald JV LP (“Emerald JV”) or BCRED Verdelite JV LP (“Verdelite JV”) joint ventures. For further description of the Company’s joint ventures, see “Note 11. Joint Ventures”.

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.

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Investments

Investment transactions are recorded on a trade date basis.

Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries, and is recorded within Net Realized gain (loss) on the Condensed Consolidated Statements of Operations.

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, and is recorded within Net unrealized appreciation (depreciation) on the Condensed Consolidated Statements of Operations.

Valuation of Investments

The Company is required to report its investments, including those for which current market values are not readily available, at fair value.

GAAP for an investment company requires investments to be recorded at fair value. The Company values its investments in accordance with ASC 820, Fair Value Measurements (“ASC 820”), which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date, and Rule 2a-5 under the 1940 Act.

Fair value is based on observable market prices or parameters or derived from such prices or parameters when such quotations are readily available. In accordance with Rule 2a-5 under the 1940 Act, 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, provided that such a quotation is not considered to be readily available if it is not reliable. 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 generally 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. 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. In the absence of observable, reliable market prices, the Company values its investments using various valuation methodologies applied on a consistent basis.

An enterprise value (“EV”) analysis is generally 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. The Adviser will generally utilize approaches including the market approach, the income approach or both approaches, as appropriate, when calculating EV. The primary method for determining EV for non-control investments, and control investments without reliable projections, uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) or another key financial metric (e.g. such as revenues, cash flows or net income) (“Performance Multiple”). Performance Multiples are typically determined based upon a review of publicly traded comparable companies and market comparable transactions, if any. The second method for determining EV (and primary method for control investments with reliable projections) uses a discounted cash flow analysis whereby future expected cash flows and the anticipated terminal value of the portfolio company are discounted to determine a present value using estimated discount rates. The income approach is generally used when the Adviser has visibility into the long-term projected cash flows of a portfolio company.

If debt investments are credit-impaired, which occurs when there is insufficient coverage under the enterprise value analysis through the respective investment’s position in the capital structure, the Adviser generally 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 generally uses a market interest rate yield analysis to determine fair value. 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

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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.

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

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

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

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

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

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.

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, and these differences could be material. 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. See “Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Critical Accounting Estimates.”

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.

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Derivative Instruments

The Company recognizes all derivative instruments as assets or liabilities at fair value in its Condensed Consolidated Statements of Assets and Liabilities as Derivative assets at fair value and Derivative liabilities at fair value, respectively.

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 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 Condensed 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 Condensed 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 Condensed 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 Condensed 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 Condensed 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.

The Company has elected to not offset derivative assets and derivative liabilities in its Condensed Consolidated Statements of Assets and Liabilities including for the cash collateral, that may be received or paid as part of collateral arrangements, even when an enforceable master netting agreement is in place that provides the Company, in the event of counterparty default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations.

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 Condensed Consolidated Statements of Operations, if any.

Foreign security and currency ~~translations~~transactions 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.

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Revenue Recognition

Interest Income

Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period. For the three and ~~six~~nine months ended ~~June~~September 30, 2023, the Company recorded ~~$4.6~~$1.6 million and ~~$6.5~~$8.1 million, respectively, in non-recurring interest income (e.g., prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts). For the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company recorded ~~$1.4~~$1.8 million and ~~$1.4~~$3.2 million, respectively, in non-recurring interest income.

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 Payment-in-kind interest income in the Condensed 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 Payment-in-kind interest income. To satisfy the Company's annual RIC distribution requirements, this non-cash source of income must be included in determining the amounts to be paid out to shareholders in the form of dividends, even though the Company has not yet collected cash.

Dividend Income

Dividend income on preferred equity securities and on the Company’s equity interests in its joint ventures are 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.

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.

Non-Accrual Income

Loans are generally placed on non-accrual status when there is reasonable doubt whether principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

For further information regarding the non-accrual status of investments refer to “Note 4. Investments”.

Organization Expenses 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.

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Costs associated with the offering of the Company’s shares are capitalized as “deferred offering costs” on the Condensed 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.

Deferred Financing Costs and Debt Issuance Costs

Deferred financing and debt issuance costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. These expenses are deferred and amortized into interest expense over the life of the related debt instrument. Deferred financing costs related to revolving credit facilities are presented separately as an asset on the Company’s Condensed Consolidated Statements of Assets and Liabilities. Debt issuance costs related to any issuance of installment debt or notes are presented net against the outstanding debt balance of the related security.

Income Taxes

The Company has elected to be treated as a BDC under the 1940 Act. The Company also has 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 condensed consolidated financial statements of the Company.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its condensed 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 eliminate any entity level corporate income tax, 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.

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 tax earnings and profits 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 the Company’s 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.

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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 GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. The expedients and exceptions provided by the amendments do not 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. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which deferred the sunset day of this guidance to December 31, 2024. To date, there has been no material impact of these standards on the Company’s financial position, results of operations or cash flows, and the Company is continuing to evaluate the impact on its condensed 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”), 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.

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 North American Securities Administrators Association (“NASAA”) Omnibus Guidelines would no longer apply if the Company’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.

The Investment Advisory Agreement was 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. The Investment Advisory Agreement was most recently renewed and approved by the Board, including a majority of the Independent Trustees, on May 2, 2023, for a one-year period ending on May 31, 2024.

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.

Base Management Fees

The management fee is payable monthly and is settled and paid quarterly 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 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 ~~six~~nine months ended ~~June~~September 30, 2023, base management fees were ~~$75.6~~$79.7 million and ~~$149.2~~$229.0 million, respectively, of which $0.0 million and $0.0 million, respectively, were waived. For the three and ~~six~~nine months ended ~~June 30,~~

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September 30, 2022, base management fees were ~~$64.9~~$71.0 million and ~~$115.6~~$186.6 million, respectively, of which $0.0 million and $0.0 million, respectively, were waived. As of ~~June~~September 30, 2023 and December 31, 2022, ~~$75.6~~$79.7 million and $73.4 million, respectively, was payable to the Adviser relating to management fees.

Incentive Fees

The incentive fees consist of two components that are determined independently of each other, with the result that one component may be payable even if the other is not. One component is based on income and the other component is based on capital gains, each as described below.

(i) Income based incentive fees

The first part of the Company’s incentive fee 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 the Company receives from portfolio companies) accrued during the calendar quarter, minus operating expenses accrued for the quarter (including the management fee, expenses payable under an 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. Shareholders may be charged a fee on an income amount that is higher than the income they may ultimately receive.

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 fees

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 GAAP.

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For the three and ~~six~~nine months ended ~~June~~September 30, 2023, the Company accrued income based incentive fees of ~~$109.5~~$113.7 million and ~~$210.3~~$324.0 million, respectively, of which $0.0 million and $0.0 million, respectively, were waived. For the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company accrued income based incentive fees of ~~$63.0~~$83.7 million and ~~$111.1~~$194.8 million, respectively, of which $0.0 million and $0.0 million, respectively, were waived. As of ~~June~~September 30, 2023 and December 31, 2022, there was ~~$109.5~~$113.7 million and $94.1 million, respectively, payable to the Adviser for the income based incentive fees.

For the three and ~~six~~nine months ended ~~June~~September 30, 2023, the Company accrued capital gains incentive fees of $0.0 million and $0.0 million, respectively. For the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company accrued capital gains incentive fees of ~~$(4.6)~~$0.0 million and $(15.1) million, respectively.

Administration Agreement

On October 5, 2020, the Company entered into the Administration 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 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 (including information technology 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 was 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 Administration Agreement was most recently renewed and approved by the Board, including a majority of the Independent Trustees, on May 2, 2023, for a one-year period.

For the three and ~~six~~nine months ended ~~June~~September 30, 2023, the Company incurred ~~$1.4~~$1.7 million and ~~$3.4~~$5.1 million, respectively, in expenses under the Administration Agreement, which were recorded in “Administrative service expenses” in the Company’s Condensed Consolidated Statements of Operations. For the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company incurred ~~$1.0~~$1.9 million and ~~$2.2~~$4.1 million, respectively, in expenses under the Administration Agreement, which were recorded in “Administrative service expenses” in the Company’s Condensed Consolidated Statements of Operations. As of ~~June~~September 30, 2023 and December 31, 2022, ~~$1.2~~$1.8 million and $1.9 million, respectively, was unpaid and included in “Due to affiliates” in the Condensed Consolidated Statements of Assets and Liabilities, respectively.

Sub-Administration Agreement

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

Intermediary Manager Agreement

On October 5, 2020, the Company entered into an intermediary manager agreement (the “Intermediary Manager Agreement”) with Blackstone Securities Partners L.P. (the “Intermediary Manager”), an affiliate of the Adviser. Pursuant to

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the Intermediary Manager Agreement, no upfront transaction fee will be paid with respect to Class S shares, Class D shares or

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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”).

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

Distribution and Servicing Plan

On October 5, 2020, the Board approved a distribution and servicing plan (the “Distribution and Servicing Plan”). The following table shows the shareholder servicing and/or distribution fees the Company 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 I shares	—
Class S shares	0.85	%
Class D shares	0.25	%

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.

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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 ~~six~~nine months ended ~~June~~September 30, 2023, the Company accrued distribution and shareholder servicing fees of ~~$16.3~~$17.6 million and ~~$31.7~~$49.3 million, respectively, which were attributable to Class S shares. For the three and ~~six~~nine months ended ~~June~~September 30, 2023, the Company accrued distribution and shareholder servicing fees of ~~$0.1~~$0.2 million and ~~$0.7~~$0.9 million, respectively, which were attributable to Class D shares.

For the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company accrued distribution and shareholder servicing fees of ~~$12.4~~$13.8 million and ~~$21.9~~$35.7 million, respectively, which were attributable to Class S shares. For the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company accrued distribution and shareholder servicing fees of ~~$0.5~~$0.6 million and ~~$0.9~~$1.6 million, respectively, which were attributable to Class D shares.

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

Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s shareholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company to the Adviser are 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.

For the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 the Adviser made no Expense Payments and there were no Reimbursement Payments made to the Adviser.

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Controlled/Affiliated Portfolio Companies

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

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

In addition, the Company has made investments in joint ventures that have been considered controlled/affiliated companies, including Emerald JV and Verdelite JV. For further description of the Emerald JV and Verdelite JV, see “Note 11. Joint Ventures”.

Note 4. Investments

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


		June 30, 2023						December 31, 2022							September 30, 2023						December 31, 2022
		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		Cost		Fair Value		% of Total Investments at Fair Value
First lien debt	First lien debt	$	43,137,695	$	42,545,377	89.22	%	$	44,461,300	$	43,710,812	89.37	%	First lien debt	$	43,712,868	$	43,280,219	89.40	%	$	44,461,300	$	43,710,812	89.37	%
Second lien debt	Second lien debt	2,019,112		1,849,083		3.88		2,074,849		1,872,806		3.83		Second lien debt	1,891,517		1,779,485		3.68		2,074,849		1,872,806		3.83
Unsecured debt	Unsecured debt	—		—		—		17,583		13,948		0.03		Unsecured debt	—		—		—		17,583		13,948		0.03
Structured finance investments	Structured finance investments	409,754		377,673		0.79		409,633		365,269		0.75		Structured finance investments	409,268		395,026		0.81		409,633		365,269		0.75
Investments in joint ventures	Investments in joint ventures	2,120,206		2,130,208		4.47		2,232,706		2,188,394		4.47		Investments in joint ventures	2,120,206		2,151,389		4.44		2,232,706		2,188,394		4.47
Equity investments(1)	Equity investments(1)	739,476		782,527		1.64		739,225		757,379		1.55		Equity investments(1)	741,646		807,077		1.67		739,225		757,379		1.55
Total	Total	$	48,426,243	$	47,684,868	100.00	%	$	49,935,296	$	48,908,608	100.00	%	Total	$	48,875,505	$	48,413,196	100.00	%	$	49,935,296	$	48,908,608	100.00	%

(1)Includes equity investment in SLC.

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


		June 30, 2023		December 31, 2022			September 30, 2023		December 31, 2022
Aerospace & Defense	Aerospace & Defense	1.28	%	1.25	%	Aerospace & Defense	1.31	%	1.25	%
Air Freight & Logistics	Air Freight & Logistics	2.66		2.80		Air Freight & Logistics	2.74		2.80
Airlines	Airlines	0.06		0.07		Airlines	0.07		0.07
Auto Components	Auto Components	0.06		0.11		Auto Components	0.06		0.11
Beverages	Beverages	0.09		0.13		Beverages	0.09		0.13
Biotechnology (2)						Biotechnology (2)	0.00		—
Building Products	Building Products	2.24		2.37		Building Products	2.19		2.37
Capital Markets	Capital Markets	0.22		0.22		Capital Markets	0.22		0.22
Chemicals	Chemicals	0.28		0.38		Chemicals	0.20		0.38
Commercial Services & Supplies	Commercial Services & Supplies	3.48		3.68		Commercial Services & Supplies	4.07		3.68
Construction Materials		0.04		0.07

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		June 30, 2023		December 31, 2022			September 30, 2023		December 31, 2022
Construction Materials						Construction Materials	0.04	%	0.07	%
Construction & Engineering	Construction & Engineering	0.78	%	0.67	%	Construction & Engineering	0.78		0.67
Containers & Packaging	Containers & Packaging	0.29		0.46		Containers & Packaging	0.28		0.46
Distributors	Distributors	0.68		0.67		Distributors	0.69		0.67
Diversified Consumer Services	Diversified Consumer Services	2.94		2.95		Diversified Consumer Services	3.02		2.95
Diversified Financial Services (1)	Diversified Financial Services (1)	2.26		2.17		Diversified Financial Services (1)	2.29		2.17
Diversified Telecommunication Services	Diversified Telecommunication Services	0.56		0.53		Diversified Telecommunication Services	0.58		0.53
Electrical Equipment	Electrical Equipment	0.89		0.89		Electrical Equipment	0.51		0.89
Electronic Equipment, Instruments & Components	Electronic Equipment, Instruments & Components	1.11		1.28		Electronic Equipment, Instruments & Components	1.02		1.28
Electric Utilities	Electric Utilities	0.11		0.10		Electric Utilities	0.14		0.10
Energy Equipment & Services	Energy Equipment & Services	0.09		0.09		Energy Equipment & Services	0.07		0.09
Entertainment	Entertainment	0.04		0.04		Entertainment	0.03		0.04
Food Products	Food Products	0.05		0.05		Food Products	0.05		0.05
Ground Transportation	Ground Transportation	0.01		—		Ground Transportation	0.01		—
Health Care Equipment & Supplies	Health Care Equipment & Supplies	1.49		1.52		Health Care Equipment & Supplies	1.63		1.52
Health Care Providers & Services	Health Care Providers & Services	12.01		11.68		Health Care Providers & Services	11.88		11.68
Health Care Technology	Health Care Technology	3.14		3.21		Health Care Technology	3.20		3.21
Hotels, Restaurants & Leisure	Hotels, Restaurants & Leisure	0.39		0.55		Hotels, Restaurants & Leisure	0.32		0.55
Household Durables	Household Durables	0.07		0.23		Household Durables	0.07		0.23
Industrial Conglomerates	Industrial Conglomerates	0.75		0.95		Industrial Conglomerates	0.86		0.95
Insurance	Insurance	4.90		4.67		Insurance	4.85		4.67
Interactive Media & Services	Interactive Media & Services	0.04		0.16		Interactive Media & Services	0.03		0.16
Internet & Direct Marketing Retail	Internet & Direct Marketing Retail	2.23		2.22		Internet & Direct Marketing Retail	2.14		2.22
Investments in Joint Ventures	Investments in Joint Ventures	4.47		4.47		Investments in Joint Ventures	4.44		4.47
IT Services	IT Services	4.73		4.54		IT Services	4.76		4.54
Leisure Products	Leisure Products	0.07		0.17		Leisure Products	0.01		0.17
Life Sciences Tools & Services	Life Sciences Tools & Services	0.56		0.37		Life Sciences Tools & Services	0.53		0.37
Machinery	Machinery	0.05		0.08		Machinery	0.06		0.08
Marine	Marine	0.48		0.46		Marine	0.47		0.46
Media	Media	0.57		0.61		Media	0.51		0.61
Metals & Mining	Metals & Mining	0.07		0.13		Metals & Mining	0.05		0.13
Oil, Gas & Consumable Fuels	Oil, Gas & Consumable Fuels	0.16		0.20		Oil, Gas & Consumable Fuels	0.16		0.20
Paper & Forest Products	Paper & Forest Products	0.14		0.13		Paper & Forest Products	0.15		0.13
Pharmaceuticals	Pharmaceuticals	0.70		0.67		Pharmaceuticals	0.69		0.67
Professional Services	Professional Services	12.27		12.50		Professional Services	11.99		12.50
Real Estate Management & Development	Real Estate Management & Development	0.23		0.22		Real Estate Management & Development	0.25		0.22
Road & Rail (2)		—		0.00
Road & Rail (3)						Road & Rail (3)	—		0.00
Software	Software	26.50		25.59		Software	26.71		25.59
Specialty Retail	Specialty Retail	0.30		0.30		Specialty Retail	0.29		0.30
Technology Hardware, Storage & Peripherals	Technology Hardware, Storage & Peripherals	0.10		0.09		Technology Hardware, Storage & Peripherals	0.09		0.09
Textiles, Apparel & Luxury Goods	Textiles, Apparel & Luxury Goods	0.05		0.06		Textiles, Apparel & Luxury Goods	—		0.06
Trading Companies & Distributors	Trading Companies & Distributors	0.70		0.75		Trading Companies & Distributors	0.64		0.75
Transportation Infrastructure	Transportation Infrastructure	2.57		2.44		Transportation Infrastructure	2.71		2.44
Wireless Telecommunication Services	Wireless Telecommunication Services	0.04		0.05		Wireless Telecommunication Services	0.05		0.05
Total	Total	100.00	%	100.00	%	Total	100.00	%	100.00	%

(1)Includes equity investment in SLC.

(2)Amount rounds to less than 0.00% for September 30, 2023.

(3)Amount rounds to less than 0.00% for December 31, 2022.

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


		June 30, 2023									September 30, 2023
		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	$	43,905,469	$	43,228,152	90.65	%	181.66	%	United States	$	44,201,063	$	43,848,229	90.57	%	167.68	%
Europe	Europe	3,379,762		3,375,331		7.08		14.18		Europe	3,557,527		3,496,679		7.22		13.37
Canada	Canada	713,803		686,857		1.44		2.89		Canada	690,164		656,520		1.36		2.51
Bermuda/Cayman Islands	Bermuda/Cayman Islands	403,474		371,186		0.78		1.56		Bermuda/Cayman Islands	402,986		388,640		0.80		1.49
Australia/New Zealand	Australia/New Zealand	23,735		23,342		0.05		0.10	%	Australia/New Zealand	23,765		23,128		0.05		0.09	%
Total	Total	$	48,426,243	$	47,684,868	100.00	%	200.39	%	Total	$	48,875,505	$	48,413,196	100.00	%	185.14	%


	December 31, 2022
	Cost		Fair Value		% of Total Investments at Fair Value		Fair Value as % of Net Assets
United States	$	45,326,287	$	44,468,163	90.92	%	196.02	%
Europe	3,385,990		3,308,990		6.77		14.59
Canada	795,999		748,234		1.53		3.30
Bermuda/Cayman Islands	403,356		359,125		0.73		1.58
Australia/New Zealand	23,664		24,096		0.05		0.11
Total	$	49,935,296	$	48,908,608	100.00	%	215.60	%

As of ~~June~~September 30, 2023 and December 31, 2022, ~~two~~three borrowers (across three loans) and one borrower in the portfolio were on non-accrual status, respectively.

As of ~~June~~September 30, 2023 and December 31, 2022, on a fair value basis, approximately 99.9% and 99.8%, respectively, of our performing debt investments bore interest at a floating rate and approximately 0.1% and 0.2%, respectively, of our performing debt investments bore interest at a fixed rate.

Note 5. Fair Value Measurements

The following tables present the fair value hierarchy of financial instruments:


		June 30, 2023									September 30, 2023
		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
First lien debt	First lien debt	$	—	$	4,621,520	$	37,923,857	$	42,545,377	First lien debt	$	—	$	4,381,443	$	38,898,776	$	43,280,219
Second lien debt	Second lien debt	—		757,957		1,091,126		1,849,083		Second lien debt	—		720,643		1,058,842		1,779,485
Unsecured debt	Unsecured debt	—		—		—		—		Unsecured debt	—		—		—		—
Structured finance obligations	Structured finance obligations	—		73,835		303,838		377,673		Structured finance obligations	—		73,558		321,468		395,026
Equity investments (1)	Equity investments (1)	—		—		782,527		782,527		Equity investments (1)	—		—		807,077		807,077

Total investments	Total investments	—		5,453,312		40,101,348		45,554,660		Total investments	—		5,175,644		41,086,163		46,261,807
Investments Measured at NAV (2)	Investments Measured at NAV (2)	—		—		—		2,130,208		Investments Measured at NAV (2)	—		—		—		2,151,389

Total	Total	$	—	$	5,453,312	$	40,101,348	$	47,684,868	Total	$	—	$	5,175,644	$	41,086,163	$	48,413,196

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	December 31, 2022
	Level 1		Level 2		Level 3		Total
First lien debt	$	—	$	6,167,268	$	37,543,544	$	43,710,812
Second lien debt	—		720,083		1,152,723		1,872,806
Unsecured debt	—		13,948		—		13,948
Structured finance obligations	—		71,934		293,335		365,269
Equity investments (1)	—		—		757,379		757,379
Total investments	$	—	$	6,973,233	$	39,746,981	$	46,720,214
Investments Measured at NAV (2)	—		—		—		2,188,394
Total	$	—	$	6,973,233	$	39,746,981	$	48,908,608

(1)Includes equity investment in SLC.

(2)Includes investments in the Emerald JV and Verdelite 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 Condensed Consolidated Statements of Assets and Liabilities.

Table of Contents

The following tables present changes in the fair value of financial instruments for which Level 3 inputs were used to determine the fair value:


		Three Months Ended June 30, 2023											Three Months Ended September 30, 2023
		First Lien Debt		Second Lien Debt		Structured Finance Investments		Equity		Total Investments			First Lien Debt		Second Lien Debt		Structured Finance Investments		Equity		Total Investments
Fair value, beginning of period	Fair value, beginning of period	$	37,943,535	$	1,092,027	$	295,801	$	779,150	$	40,110,513	Fair value, beginning of period	$	37,923,857	$	1,091,126	$	303,838	$	782,527	$	40,101,348
Purchases of investments	Purchases of investments	861,128		1,189		—		—		862,317		Purchases of investments	1,780,577		38,382		13,606		2,170		1,834,735
Proceeds from principal repayments and sales of investments	Proceeds from principal repayments and sales of investments	(854,802)		—		—		(827)		(855,629)		Proceeds from principal repayments and sales of investments	(749,646)		(35,588)		(9,400)		—		(794,634)
Accretion of discount/amortization of premium		38,565		749		53		—		39,367
Accretion of discount/(amortization of premium)												Accretion of discount/(amortization of premium)	37,541		804		54		—		38,399
Net realized gain (loss)	Net realized gain (loss)	(15,436)		—		—		666		(14,770)		Net realized gain (loss)	(63,957)		32		(289)		—		(64,214)
Net change in unrealized appreciation (depreciation)	Net change in unrealized appreciation (depreciation)	(71,123)		(2,839)		7,984		3,538		(62,440)		Net change in unrealized appreciation (depreciation)	86,716		11,774		13,659		22,380		134,529
Transfers into Level 3 (1)	Transfers into Level 3 (1)	28,751		—		—		—		28,751		Transfers into Level 3 (1)	44,592		22,750		—		—		67,342
Transfers out of Level 3 (1)	Transfers out of Level 3 (1)	(6,761)		—		—		—		(6,761)		Transfers out of Level 3 (1)	(160,904)		(70,438)		—		—		(231,342)
Fair value, end of period	Fair value, end of period	$	37,923,857	$	1,091,126	$	303,838	$	782,527	$	40,101,348	Fair value, end of period	$	38,898,776	$	1,058,842	$	321,468	$	807,077	$	41,086,163
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of June 30, 2023		$	(91,096)	$	(3,713)	$	8,398	$	3,538	$	(82,873)
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2023												Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2023	$	22,180	$	7,189	$	13,377	$	22,381	$	65,127


		Six Months Ended June 30, 2023											Nine Months Ended September 30, 2023
		First Lien Debt		Second Lien Debt		Structured Finance Investments		Equity		Total Investments			First Lien Debt		Second Lien Debt		Structured Finance Investments		Equity		Total Investments
Fair value, beginning of period	Fair value, beginning of period	$	37,543,544	$	1,152,723	$	293,335	$	757,379	$	39,746,981	Fair value, beginning of period	$	37,543,544	$	1,152,723	$	293,335	$	757,379	$	39,746,981
Purchases of investments	Purchases of investments	1,519,657		14,996		—		412		1,535,065		Purchases of investments	3,285,859		52,416		13,606		2,581		3,354,462
Proceeds from principal repayments and sales of investments	Proceeds from principal repayments and sales of investments	(1,079,635)		(5)		—		(827)		(1,080,467)		Proceeds from principal repayments and sales of investments	(1,824,434)		(35,588)		(9,400)		(827)		(1,870,249)
Accretion of discount/amortization of premium		72,858		1,550		106		—		74,514
Accretion of discount/(amortization of premium)												Accretion of discount/(amortization of premium)	110,256		2,273		159		—		112,688
Net realized gain (loss)	Net realized gain (loss)	(48,938)		—		—		666		(48,272)		Net realized gain (loss)	(80,718)		59		(289)		666		(80,282)
Net change in unrealized appreciation (depreciation)	Net change in unrealized appreciation (depreciation)	(98,772)		(185)		10,397		24,897		(63,663)		Net change in unrealized appreciation (depreciation)	(29,960)		18,584		24,057		47,278		59,959
Transfers into Level 3 (1)	Transfers into Level 3 (1)	199,627		—		—		—		199,627		Transfers into Level 3 (1)	187,985		22,859		—		—		210,844
Transfers out of Level 3 (1)	Transfers out of Level 3 (1)	(184,484)		(77,953)		—		—		(262,437)		Transfers out of Level 3 (1)	(293,756)		(154,484)		—		—		(448,240)
Fair value, end of period	Fair value, end of period	$	37,923,857	$	1,091,126	$	303,838	$	782,527	$	40,101,348	Fair value, end of period	$	38,898,776	$	1,058,842	$	321,468	$	807,077	$	41,086,163
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of June 30, 2023		$	(134,748)	$	(1,463)	$	9,714	$	24,897	$	(101,600)
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2023												Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2023	$	(70,835)	$	14,924	$	23,091	$	47,277	$	14,457

(1)For the three and ~~six~~nine months ended ~~June~~September 30, 2023, transfers into or out of Level 3 were primarily due to decreased or increased price transparency.

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		Three Months Ended June 30, 2022										Three Months Ended September 30, 2022
		First Lien Debt		Second Lien Debt		Structured Finance Investments		Equity		Total Investments				First Lien Debt		Second Lien Debt		Structured Finance Investments		Equity		Total Investments
Fair value, beginning of period	Fair value, beginning of period	$	25,752,883	$	956,274	$	253,726	$	567,854	$	27,530,737		Fair value, beginning of period	$	32,556,391	$	1,446,075	$	298,409	$	702,034	$	35,002,909
Purchases of investments	Purchases of investments	7,344,559		306,896		67,933		151,652		7,871,040			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	(568,006)		50		—		(9,000)		(576,956)			Proceeds from principal repayments and sales of investments	(2,597,994)		(182,082)		—		—		(2,780,076)
Accretion of discount/amortization of premium		28,781		762		41		—		29,584
Accretion of discount/(amortization of premium)													Accretion of discount/(amortization of premium)	39,220		933		52		—		40,206
Net realized gain (loss)	Net realized gain (loss)	531		—		—		—		531			Net realized gain (loss)	(11,758)		(2,206)		—		—		(13,964)
Net change in unrealized appreciation (depreciation)	Net change in unrealized appreciation (depreciation)	(104,971)		(64,350)		(23,291)		(8,472)		(201,084)			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)	224,151		246,443		—		—		470,594			Transfers into Level 3 (1)	193,055		111,523		—		—		304,578
Transfers out of Level 3 (1)	Transfers out of Level 3 (1)	(121,537)		—		—		—		(121,537)			Transfers out of Level 3 (1)	(267,097)		(160,977)		—		—		(428,074)
Fair value, end of period	Fair value, end of period	$	32,556,391	$	1,446,075	$	298,409	$	702,034	$	35,002,909		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 June 30, 2022		$	(105,795)	$	(64,323)	$	(22,589)	$	(8,472)	$	(201,179)
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2022													Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2022	$	(267,815)	$	(16,191)	$	(10,159)	$	9,729	$	(284,436)


		Six Months Ended June 30, 2022										Nine Months Ended September 30, 2022
		First Lien Debt		Second Lien Debt		Structured Finance Investments		Equity		Total Investments				First Lien Debt		Second Lien Debt		Structured Finance Investments		Equity		Total Investments
Fair value, beginning of period	Fair value, beginning of period	$	23,046,509	$	800,133	$	205,592	$	545,918	$	24,598,152		Fair value, beginning of period	$	23,046,509	$	800,133	$	205,592	$	545,918	$	24,598,152
Purchases of investments	Purchases of investments	10,222,838		535,032		122,160		190,323		11,070,353			Purchases of investments	15,919,276		595,997		122,159		193,127		16,830,559
Proceeds from principal repayments and sales of investments	Proceeds from principal repayments and sales of investments	(699,113)		—		—		(31,770)		(730,883)			Proceeds from principal repayments and sales of investments	(3,204,195)		(182,080)		—		(31,769)		(3,418,044)
Accretion of discount/amortization of premium		49,259		1,310		61		—		50,630
Accretion of discount/(amortization of premium)													Accretion of discount/(amortization of premium)	87,705		2,191		114		—		90,010
Net realized gain (loss)	Net realized gain (loss)	1,499		23		—		144		1,666			Net realized gain (loss)	(10,188)		(2,184)		—		144		(12,228)
Net change in unrealized appreciation (depreciation)	Net change in unrealized appreciation (depreciation)	(110,737)		(68,550)		(29,404)		(2,581)		(211,272)			Net change in unrealized appreciation (depreciation)	(364,753)		(55,881)		(39,968)		7,148		(453,453)
Transfers into Level 3 (1)	Transfers into Level 3 (1)	304,035		206,873		—		—		510,908			Transfers into Level 3 (1)	380,165		164,614		—		—		544,781
Transfers out of Level 3 (1)	Transfers out of Level 3 (1)	(257,899)		(28,746)		—		—		(286,645)			Transfers out of Level 3 (1)	(230,697)		(53,871)		—		—		(284,567)
Fair value, end of period	Fair value, end of period	$	32,556,391	$	1,446,075	$	298,409	$	702,034	$	35,002,909		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 June 30, 2022		$	(112,133)	$	(65,027)	$	(29,404)	$	(2,581)	$	(209,145)
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2022													Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of September 30, 2022	$	(364,088)	$	(53,924)	$	(39,967)	$	7,147	$	(450,832)

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

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The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments. These tables are not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.


		June 30, 2023											September 30, 2023
						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	$	37,540,288	Yield analysis	Discount rate	6.03	%	24.92	%	10.29	%	Investments in first lien debt	$	38,306,657	Yield analysis	Discount rate	6.39	%	28.06	%	10.74	%
													321,297		Market quotations	Broker quoted price	93.00		100.13		97.74
		362,791		Market quotations	Broker quoted price	77.50		99.38		95.48			20,925		Market approach	Performance multiple	5.00x		5.00x		5.00x
		20,778		Market approach	Performance multiple	6.50x		6.50x		6.50x			249,897		Transaction price	N/A
		37,923,857											38,898,776
Investments in second lien debt	Investments in second lien debt	924,373		Yield Analysis	Discount rate	9.98	%	15.14	%	12.14	%	Investments in second lien debt	899,700		Yield analysis	Discount rate	10.50	%	16.42	%	12.08	%
		166,753		Market quotations	Broker quoted price	88.00		95.50		91.75			159,142		Market quotations	Broker quoted price	89.50		96.00		92.89
		1,091,126											1,058,842
Investments in structured finance	Investments in structured finance	303,838		Market quotations	Broker quoted price	81.50		97.95		91.92		Investments in structured finance	321,468		Market quotations	Broker quoted price	86.63		101.50		96.06
Investments in equity	Investments in equity	269,780		Market approach	Performance multiple	6.00x		31.00x		18.55x		Investments in equity	222,375		Market approach	Performance multiple	5.00x		31.00x		20.23x
		56,026		Option pricing model	Expected volatility	30.00	%	50.00	%	42.69	%		21,526		Option pricing model	Expected volatility	32.00	%	32.00	%	32.00	%
		284,056		Yield analysis	Discount rate	11.09	%	16.73	%	13.32	%		381,082		Yield analysis	Discount rate	9.75	%	15.98	%	13.35	%
		172,665		Asset recoverability	N/A	100.00	%	100.00	%	100.00	%		181,200		Asset recoverability	N/A	100.00	%	100.00	%	100.00	%
		782,527											894		Transaction price	N/A
													807,077
Total	Total	$	40,101,348									Total	$	41,086,163

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

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	December 31, 2022
					Range
	Fair Value		Valuation Technique	Unobservable Input	Low		High		Weighted Average (1)
Investments in first lien debt	$	36,766,038	Yield analysis	Discount rate	6.83	%	19.84	%	9.93	%
	759,391		Market quotations	Broker quoted price	71.00		105.60		91.85
	18,115		Market approach	Performance multiple	7.00x		7.00x		7.00x
	37,543,544
Investments in second lien debt	906,837		Yield analysis	Discount rate	10.42	%	15.33	%	11.85	%
	245,886		Market quotations	Broker quoted price	61.50		100.50		87.36
	1,152,723
Investments in structured finance	293,335		Market quotations	Broker quoted price	81.96		92.96		88.84
Investments in equity	261,893		Market approach	Performance multiple	5.50x		29.00x		17.21x
	48,957		Option pricing model	Expected volatility	30.00	%	50.00	%	44.43	%
	274,199		Yield analysis	Discount rate	11.31	%	14.95	%	12.76	%
	172,330		Asset recoverability	N/A	100.00	%	100.00	%	100.00	%
	757,379
Total	$	39,746,981

(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.

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Financial Instruments Not Carried at Fair Value

Debt

The following table presents fair value measurements of the Company’s debt obligations as of ~~June~~September 30, 2023 and December 31, 2022 had they been accounted for at fair value:


		June 30, 2023		December 31, 2022			September 30, 2023		December 31, 2022
		Fair Value		Fair Value			Fair Value		Fair Value
Bard Peak Funding Facility	Bard Peak Funding Facility	$	489,862	$	1,235,414	Bard Peak Funding Facility	$	507,074	$	1,235,414
Castle Peak Funding Facility	Castle Peak Funding Facility	1,123,800		1,146,600		Castle Peak Funding Facility	1,119,717		1,146,600
Maroon Peak Funding Facility	Maroon Peak Funding Facility	—		300,000		Maroon Peak Funding Facility	—		300,000
Summit Peak Funding Facility	Summit Peak Funding Facility	910,369		1,691,844		Summit Peak Funding Facility	531,099		1,691,844
Denali Peak Funding Facility	Denali Peak Funding Facility	562,800		749,800		Denali Peak Funding Facility	562,800		749,800
Bushnell Peak Funding Facility	Bushnell Peak Funding Facility	430,000		400,000		Bushnell Peak Funding Facility	430,000		400,000
Granite Peak Funding Facility	Granite Peak Funding Facility	675,600		647,600		Granite Peak Funding Facility	675,600		647,600
Middle Peak Funding Facility	Middle Peak Funding Facility	600,950		596,950		Middle Peak Funding Facility	600,950		596,950
Bison Peak Funding Facility	Bison Peak Funding Facility	1,200,000		1,182,000		Bison Peak Funding Facility	700,000		1,182,000
Blanca Peak Funding Facility	Blanca Peak Funding Facility	1,343,000		1,081,000		Blanca Peak Funding Facility	1,375,100		1,081,000
Windom Peak Funding Facility	Windom Peak Funding Facility	1,384,025		1,741,465		Windom Peak Funding Facility	1,290,314		1,741,465
Monarch Peak Funding Facility	Monarch Peak Funding Facility	1,400,400		873,400		Monarch Peak Funding Facility	1,400,400		873,400
Borah Peak Funding Facility	Borah Peak Funding Facility	80,000		223,000		Borah Peak Funding Facility	80,000		223,000
2022-1 BSL WH	2022-1 BSL WH	—		148,000		2022-1 BSL WH	—		148,000
Naomi Peak Funding Facility	Naomi Peak Funding Facility	385,000		400,000		Naomi Peak Funding Facility	385,000		400,000
Meridian Peak Funding Facility	Meridian Peak Funding Facility	220,000		170,000		Meridian Peak Funding Facility	220,000		170,000
Haydon Peak Funding Facility	Haydon Peak Funding Facility	49,000		49,000		Haydon Peak Funding Facility	49,000		49,000
Bear Peak Funding Facility	Bear Peak Funding Facility	173,292		166,031		Bear Peak Funding Facility	370,660		166,031
Revolving Credit Facility	Revolving Credit Facility	1,154,373		1,470,758		Revolving Credit Facility	1,092,402		1,470,758
June 2024 Notes	June 2024 Notes	415,582		406,886		June 2024 Notes	421,534		406,886
June 2026 Notes	June 2026 Notes	359,194		352,646		June 2026 Notes	364,187		352,646
May 2027 Notes	May 2027 Notes	592,027		586,924		May 2027 Notes	590,515		586,924
October 2027 Notes	October 2027 Notes	354,493		353,434		October 2027 Notes	351,905		353,434
September 2024 Notes	September 2024 Notes	342,526		336,654		September 2024 Notes	348,005		336,654
December 2026 Notes	December 2026 Notes	1,079,282		1,053,132		December 2026 Notes	1,084,845		1,053,132
November 2026 Eurobonds	November 2026 Eurobonds	471,452		449,149		November 2026 Eurobonds	481,579		449,149
November 2024 Notes	November 2024 Notes	468,403		459,089		November 2024 Notes	475,577		459,089
March 2027 Notes	March 2027 Notes	872,864		856,640		March 2027 Notes	875,570		856,640
January 2025 Notes	January 2025 Notes	468,080		462,125		January 2025 Notes	474,342		462,125
January 2029 Notes	January 2029 Notes	562,945		550,113		January 2029 Notes	566,167		550,113
March 2025 Notes	March 2025 Notes	867,996		866,280		March 2025 Notes	873,731		866,280
April 2026 UK Bonds	April 2026 UK Bonds	284,100		272,657		April 2026 UK Bonds	292,022		272,657
September 2025 Notes	September 2025 Notes	797,996		795,092		September 2025 Notes	801,647		795,092
2021-1 BSL Debt	2021-1 BSL Debt	663,000		663,000		2021-1 BSL Debt	663,000		663,000
2021-2 Debt	2021-2 Debt	505,800		505,800		2021-2 Debt	505,800		505,800
MML 2021-1 Debt	MML 2021-1 Debt	690,000		690,000		MML 2021-1 Debt	690,000		690,000
MML 2022-1 Debt	MML 2022-1 Debt	754,186		759,000		MML 2022-1 Debt	756,272		759,000
2022-1 BSL Debt	2022-1 BSL Debt	420,000		420,000		2022-1 BSL Debt	420,000		420,000
MML 2022-2 Debt	MML 2022-2 Debt	299,902		300,018		MML 2022-2 Debt	299,698		300,018
Short-Term Borrowings	Short-Term Borrowings	201,167		619,377		Short-Term Borrowings	28,546		619,377
Total	Total	$	23,653,466	$	26,030,878	Total	$	22,755,058	$	26,030,878

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The following table presents the categorization of the Company’s debt obligations as of ~~June~~September 30, 2023 and December 31, 2022 had they been accounted for at fair value:


		June 30, 2023		December 31, 2022			September 30, 2023		December 31, 2022
Level 1	Level 1	$	—	$	—	Level 1	$	—	$	—
Level 2	Level 2	—		—		Level 2	—		—
Level 3	Level 3	23,653,466		26,030,878		Level 3	22,755,058		26,030,878
Total debt	Total debt	$	23,653,466	$	26,030,878	Total debt	$	22,755,058	$	26,030,878

Other Assets and Liabilities

As of ~~June~~September 30, 2023 and December 31, 2022, the carrying amounts of the Company’s assets and liabilities, other than investments at fair value and debt obligations listed above, approximate fair value due to their short maturities. These financial instruments would be categorized as Level 3 within the fair value 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 at fair value and Derivative liabilities at fair value, respectively, in the Condensed Consolidated Statements of Assets and Liabilities.

The tables below present the aggregate notional amount and fair value of the Company’s derivative financial instruments as of ~~June~~September 30, 2023 and December 31, 2022.


	September 30, 2023
	Level 1		Level 2		Level 3		Total Fair Value		Notional
Derivative Assets
Foreign currency forward contract	$	—	$	2,316	$	—	$	2,316	$	—

Total Derivative assets at fair value	$	—	$	2,316	$	—	$	2,316	$	—
Cash collateral received							$	—

Derivative Liabilities
Foreign currency forward contract	$	—	$	(1,286)	$	—	$	(1,286)	$	277,279
Interest rate swaps	—		(269,324)		—		(269,324)		6,030,375
Total Derivative liabilities at fair value	$	—	$	(270,610)	$	—	$	(270,610)	$	6,307,654
Cash collateral posted							$	368,323


	December 31, 2022
	Level 1		Level 2		Level 3		Total Fair Value		Notional
Derivative Assets
Foreign currency forward contract	$	—	$	3,952	$	—	$	3,952	$	157,384
Total Derivative assets at fair value	$	—	$	3,952	$	—	$	3,952	$	157,384
Cash collateral received							$	—

Derivative Liabilities
Foreign currency forward contract	$	—	$	(2,040)	$	—	$	(2,040)	$	162,174
Interest rate swaps	—		(248,311)		—		(248,311)		5,975,000
Total Derivative liabilities at fair value	$	—	$	(250,351)	$	—	$	(250,351)	$	6,137,174
Cash collateral posted							$	355,742

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June 30, 2023
Level 1 Level 2 Level 3 Total Fair Value Notional
Derivative Assets
Foreign currency forward contract $ — $ — $ — $ — $ —
Interest rate swaps — — — — —
Total Derivative assets at fair value $ — $ — $ — $ — $ —
Cash collateral received $ —
Derivative Liabilities
Foreign currency forward contract $ — $ (3,105) $ — $ (3,105) $ 279,336
Interest rate swaps — (272,276) — (272,276) 6,042,375
Total Derivative liabilities at fair value $ — $ (275,381) $ — $ (275,381) $ 6,321,711
Cash collateral posted $ 375,711

December 31, 2022
Level 1 Level 2 Level 3 Total Fair Value Notional
Derivative Assets
Foreign currency forward contract $ — $ 3,952 $ — $ 3,952 $ 157,384
Total Derivative assets at fair value $ — $ 3,952 $ — $ 3,952 $ 157,384
Cash collateral received $ —
Derivative Liabilities
Foreign currency forward contract $ — $ (2,040) $ — $ (2,040) $ 162,174
Interest rate swaps — (248,311) — (248,311) 5,975,000
Total Derivative liabilities at fair value $ — $ (250,351) $ — $ (250,351) $ 6,137,174
Cash collateral posted $ 355,742

In the tables above:

•The fair value of derivatives assets and derivative liabilities is presented on a gross basis.

•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; as such, the amounts of cash collateral received and posted are not offset against the derivative assets and derivative liabilities in the Condensed Consolidated Statements of Assets and Liabilities.

The table below presents the impact to the Condensed Consolidated Statements of Operations from derivative assets and liabilities not designated in a qualifying hedge accounting relationship for the three and ~~six~~nine month periods ended ~~June~~September 30, 2023 and ~~June~~September 30, 2022, 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 Condensed Consolidated Statements 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 Condensed Consolidated Statements of Operations.

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		For the Three Months Ended June 30,				For the Six Months Ended June 30,					For the Three Months Ended September 30,				For the Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022
Unrealized gain (loss)	Unrealized gain (loss)									Unrealized gain (loss)
Foreign currency forward contract	Foreign currency forward contract	$	(3,026)	$	11,793	$	(14,966)	$	(1,669)	Foreign currency forward contract	$	7,661	$	(452)	$	(7,305)	$	(2,499)
Total Unrealized gain (loss)	Total Unrealized gain (loss)	$	(3,026)	$	11,793	$	(14,966)	$	(1,669)	Total Unrealized gain (loss)	$	7,661	$	(452)	$	(7,305)	$	(2,499)
Realized gain (loss)	Realized gain (loss)									Realized gain (loss)
Foreign currency forward contract	Foreign currency forward contract	$	(2,464)	$	—	$	2,306	$	—	Foreign currency forward contract	$	2,704	$	(2,412)	$	5,010	$	(33,326)
Interest rate swaps	Interest rate swaps	—		—		—		—		Interest rate swaps	—		—		—		—
Total Realized gain (loss)	Total Realized gain (loss)	$	(2,464)	$	—	$	2,306	$	—	Total Realized gain (loss)	$	2,704	$	(2,412)	$	5,010	$	(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 Condensed Consolidated Statements of Operations from derivative assets and liabilities designated in a qualifying hedge accounting relationship for the three and ~~six~~nine month periods ended ~~June~~September 30, 2023 and ~~June~~September 30, 2022, 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 Condensed Consolidated Statements of Operations.


		For the Three Months Ended June 30,				For the Six Months Ended June 30,					For the Three Months Ended September 30,				For the Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022
Interest rate swaps	Interest rate swaps	$	(91,271)	$	(69,221)	$	(23,965)	$	(95,229)	Interest rate swaps	$	2,953	$	(167,469)	$	(21,013)	$	(263,674)
Hedged items	Hedged items	91,352		69,271		23,236		96,198		Hedged items	(2,662)		165,162		20,574		262,336

The table below presents the carrying value of unsecured borrowings as of ~~June~~September 30, 2023 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	Description	Carrying Value		Cumulative Hedging Adjustments		Description	Carrying Value		Cumulative Hedging Adjustments
Unsecured notes	Unsecured notes	$	5,725,542	$	(269,526)	Unsecured notes	$	5,718,995	$	(266,864)

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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 ~~June~~September 30, 2023 and December 31, 2022, the Company’s asset coverage was ~~197.7%~~211.9% and 184.5%.

SPV Financing Facilities

The following wholly-owned subsidiaries of the Company have entered into secured financing facilities as of ~~June~~September 30, 2023, as described below: Bard Peak Funding, Castle 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, Naomi Peak Funding, Meridian Peak Funding, Haydon Peak Funding and Bear Peak Funding, which are collectively referred to as the “SPVs,” and such 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

~~Table~~ of ~~Contents~~

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 triggers a requirement that the applicable SPV obtain the consent of the lenders under the applicable SPV Financing Facility prior to entering into any sale or disposition with respect to portfolio investments.

As of ~~June~~September 30, 2023, and December 31, 2022, the Company was in compliance with all covenants and other requirements of each 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 (“Wells Fargo”), serves as collateral agent, and the Company serves as servicer under the Bard Peak Funding Facility.

Advances under the Bard Peak Funding Facility 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)~~advances until June 30, 2023, was three-month LIBOR and from June 30, 2023, is three month term SOFR plus a 0.26% spread adjustment), 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 of 1.85%. After March 15, 2024, the applicable margin on all outstanding advances will be 3.05% per annum. Bard Peak Funding pays 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.

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 the facility must be repaid by March 15, 2026.

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

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(“Wilmington Trust”), serves as collateral agent, custodian and collateral administrator and the Company serves as collateral manager under the Castle Peak Funding Facility.

Prior to June 30, 2023, advances under the Castle Peak Funding Facility bore interest at a per annum rate equal to the benchmark for the currency of the applicable advance (which was the three-month LIBOR rate for dollar advances) plus an applicable margin of 1.50% to 2.00% per annum depending on the nature of the advances being requested. Effective June 30, 2023, advances under the Castle Peak Funding Facility bear interest at a per annum rate equal to the benchmark for the currency of the applicable advance (which is the three-month term SOFR rate for dollar advances) plus an applicable margin of 1.70% to 2.20% per annum depending on the nature of the advances being requested. 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.

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.

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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 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. served as administrative agent, U.S. Bank Trust Company National Association (“U.S. Bank”), served as collateral agent and the Company served as collateral manager under the Maroon Peak Funding Facility.

Advances were used to finance the purchase or origination of broadly syndicated loans under the Maroon Peak Funding Facility and bore interest at a per annum rate equal to the three-month term SOFR then in effect plus 0.10% plus the applicable spread of 2.00% per annum. Maroon Peak Funding paid 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.

Proceeds from borrowings under the Maroon Peak Funding Facility were 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 were repaid and the Maroon Peak Funding Facility terminated on May 10, 2023.

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 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 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. The rate attributable to broadly syndicated loans equals the benchmark for the currency of the applicable advance (which is three-month term SOFR for dollar advances), plus an applicable margin ranging from 1.50% for certain foreign currency advances to 1.65% per annum for U.S. dollar advances. The rate attributable to middle market loans equals such applicable benchmark plus an applicable margin ranging from 2.15% for certain foreign currency advances to 2.30% per annum for U.S. dollar advances. Such blended rates are subject to a floor of such applicable benchmark plus 2.00% for certain foreign currency advances and 2.15% per annum for U.S. dollar advances. Summit Peak Funding pays a commitment fee of 0.40% per annum if the unused facility amount is greater than 25% based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between Summit Peak Funding and SG.

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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 facility must be repaid by March 3, 2026.

Denali Peak Funding Facility

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”). DB serves as agent, U.S. Bank serves as collateral agent and collateral custodian and Twin Peaks serves as servicer under the Denali Peak Funding Facility.

~~As of March 31,~~Prior to April 4, 2023, advances under the Denali Peak Funding Facility bore interest at a per annum rate equal to the benchmark for the currency of the applicable advance (which iswas three-month LIBOR for dollar advances), plus the applicable margin of 1.95% per annum. As of April 4, 2023, advances under the Denali Peak Funding Facility bear interest at a per annum

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rate equal to the benchmark for the currency of the applicable advance (which for dollar advances, is three-month term SOFR plus a spread adjustment of 0.15% per annum), 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. Denali Peak Funding is required to utilize a minimum percentage of the financing commitments, with unused amounts below such minimum utilization amount accruing a fee at a rate equal to the applicable margin described above. In addition, Denali Peak Funding pays an unused commitment fee of 0.25% per annum on the unused facility amount in excess of such minimum utilization 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.

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.

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 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 serves as collateral administrator and the Company serves as investment adviser under the Bushnell Peak Funding Facility.

Prior to April 25, 2023, advances under the Bushnell Peak Funding Facility bore interest at a per annum rate equal to the benchmark for the currency of the applicable advance (which iswas 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. From April 25, 2023 until December 5, 2024, advances under the Bushnell Peak Funding Facility bear interest at a per annum rate equal to the benchmark for the currency of the applicable advance (which is the one-month term SOFR rate for dollar advances) plus an applicable margin of 1.60% to 1.85% per annum depending on the nature of the advances being requested. From and after December 6, 2024, the applicable margin for advances will increase to 2.10% to 2.45% 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, with unused amounts below such minimum utilization amount accruing a fee at a rate of 1.60% per annum. Bushnell Peak Funding also pays an unused fee of 0.50% per annum on the daily unused amount of the financing commitments in excess of such minimum utilization amount, in addition to certain other fees agreed between Bushnell Peak Funding and Bank of America.

Proceeds from borrowings under the Bushnell Peak Funding 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.

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The period during which Bushnell Peak Funding may make borrowings under the Bushnell Peak Funding Facility expires on April 25, 2026, and the Bushnell Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by October 25, 2026.

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 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 bear interest at a per annum rate equal to three-month term SOFR, plus an applicable margin of 2.35% per annum. Granite Peak Funding pays an unused commitment fee of 0.40% per annum on the average daily unused commitments under the Granite Peak Funding Facility. The unused commitment fee is payable only when more than 25% of the total commitments under the Granite Peak Funding Facility are unused. Granite Peak Funding also pays to GS an administrative agency fee, in addition to certain other fees, each as agreed between Granite Peak Funding and GS.

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

Prior to June 26, 2023, advances under the Middle Peak Funding Facility bore interest at a per annum rate equal to, in the case of dollar advances, three-month LIBOR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 2.00% per annum. From and after June 26, 2023, advances under the Middle Peak Funding Facility bear interest at a per annum rate equal to, in the case of dollar advances, three-month term SOFR plus a spread adjustment of 0.15% per annum, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 2.07% per annum, which will increase to 2.35% per annum effective on June 30, 2024. Middle Peak Funding is required to utilize a minimum percentage of the financing commitments, with unused amounts below such minimum utilization amount accruing a fee from and after October 26, 2023 at a rate equal to the interest rate for dollar advances as described above. In addition, Middle Peak Funding pays a commitment fee of 0.30% per annum on the average daily unused amount of the financing commitments, in excess of such minimum utilization amount. Middle Peak Funding also 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.

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 26, 2026, and the Middle Peak Funding Facility will mature and all amounts outstanding under the facility must be repaid by December 26, 2034.

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 serves as collateral administrator and the Company serves as manager under the Bison Peak Funding Facility.

Prior to June 8, 2023, advances under the Bison Peak Funding Facility bore interest 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

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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. From June 8, 2023 until July 24, 2024, advances under the Bison Peak Funding Facility bear interest at a per annum rate equal to the benchmark for the currency of the applicable advance (which, for dollar advances, is the one-month term SOFR rate or the daily simple SOFR rate, at the election of Bison Peak Funding) plus an applicable margin of 1.60% to 2.10% per annum depending on the nature of the advances being requested. The applicable margin for all advances will increase by an amount ranging from 0.50% to 0.65% per annum effective on July 24, 2024. Bison Peak Funding is required to utilize a minimum percentage of the financing commitments, with unused amounts below such minimum utilization amount accruing a fee at a rate of 2.00% per annum. Bison Peak Funding also pays an unused fee of 0.40% per annum on the daily unused amount of the financing commitments in excess of such minimum utilization amount, in addition to certain other fees as agreed between Bison Peak Funding and Bank of America.

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.

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The period during which Bison Peak Funding may make borrowings under the Bison Peak Funding Facility expires on June 8, 2026, and the Bison Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by June 8, 2028.

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 Bank PLC (“Barclays”). Barclays serves as administrative agent, Wilmington Trust 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 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 percentage of the financing commitments, with unused amounts below such minimum utilization percentage accruing a fee at a rate equal to the applicable margin described above. On December 19, 2022, on any date when Blanca Peak Funding is not utilizing more than 90% of the financing commitments, Blanca Peak Funding pays 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 also pays to Barclays an administrative agency fee, in addition to certain other fees, each as agreed between Blanca Peak Funding and Barclays.

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 the Blanca Peak Funding Facility matures and all amounts outstanding under the facility must be repaid by December 19, 2032; provided that Barclays may require repayment of all amounts outstanding under the facility from and after 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. 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.

Advances under the Windom Peak Funding Facility 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).

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Proceeds from borrowings under the Windom Peak Funding Facility may be used to fund portfolio investments by Windom Peak Funding and to make advances under revolving loans or delayed draw term loans where Windom Peak Funding is a lender. Windom Peak Funding also pays an unused fee of 0.50% on the daily unused amount of the financing commitments, in addition to certain other fees, each as agreed between Windom Peak Funding and Wells Fargo.

The period during which Windom Peak Funding may make borrowings under the Windom Peak Funding Facility expires on September 2, 2024, and the Windom Peak Funding Facility matures and all amounts outstanding under the 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.

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Advances used to finance the purchase or origination of broadly syndicated loans under the Monarch Peak Funding Facility 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 bear interest at a per annum rate equal to one-month term SOFR plus the applicable margin of 2.05% per annum. Monarch Peak Funding is required to utilize a minimum percentage of the financing comments, with unused amounts below such minimum utilization percentage accruing a fee at a rate of 1.99% per annum. Monarch Peak Funding also pays an unused commitment fee of 0.35% per annum on a portion of the daily unused commitments under the Monarch Peak Funding Facility in excess of such minimum utilization amounts, in addition to certain other fees as agreed between Monarch Peak Funding and MUFG.

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 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 (“DB Trust”) 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 at a per annum rate equal to the one-month term SOFR rate plus the applicable margin of 1.35%. Effective January 4, 2023, Borah Peak Funding will be required to utilize a minimum percentage of the financing commitment, with unused amounts below such minimum utilization amount accrue a fee at a rate of 1.35% per annum. In addition, Borah Peak Funding pays an unused fee of 0.25% per annum on the daily unused amount of the financing commitments in excess of such minimum utilization amount, in addition to certain other fees as agreed between Borah Peak Funding and Bank of America.

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.

The Borah Peak Funding Facility matures and all amounts outstanding under the 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, DB Trust 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 bore interest at a per annum rate equal to three-month term SOFR plus an applicable margin of 1.30% per annum.

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Proceeds from borrowings under the 2022-1 BSL WH Funding Facility were 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.

On April 24, 2023, the 2022-1 BSL WH Funding Facility was terminated and all amounts outstanding under the facility were repaid in full.

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

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Advances under the Naomi Peak Funding Facility bear interest at a per annum rate equal to three-month term SOFR plus an applicable margin of 1.30% per annum. Naomi Peak Funding pays 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 maximum principal amount of the Naomi Peak Funding Facility as of ~~June~~September 30, 2023 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 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 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 will be required to utilize a minimum percentage of the financing commitments, with unused amounts below such minimum utilization amount accruing 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.

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.

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 serves as collateral agent, account bank and collateral custodian, and the Company serves as servicer and transferor under the Haydon Peak Funding Facility.

Prior to May 25, 2023, advances under the Haydon Peak Funding Facility bore 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 ranging from 1.75%

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to 2.25% per annum depending on the nature of the advances being requested under the credit facility. Effective May 25, 2023, the applicable margin for all advances was increased to 2.35% per annum. Effective April 7, 2023, Haydon Peak Funding pays an unused 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, in addition to certain other fees as agreed between Haydon Peak Funding and HSBC.

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 May 25, 2026, and the Haydon Peak Funding Facility will mature and all amounts outstanding under the credit facility must be repaid by May 25, 2028.

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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 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. Bear Peak Funding also pays BNPP an arranger fee, in addition to certain other fees, each as agreed between Bear Peak Funding and BNPP.

The current principal amount as of ~~June~~September 30, 2023 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 the facility must be repaid by October 10, 2027.

Revolving Credit Facility

On May 18, 2021, the Company, entered into a senior secured credit facility (which was most recently amended and restated on June 9, 2023, and as further amended from time to time, the “Revolving Credit Facility”) with Citi. Citi serves as administrative agent and collateral agent.

The Revolving Credit Facility provides for borrowings in U.S. dollars and certain agreed upon foreign currencies. Borrowings under the Revolving Credit Facility are subject to compliance with a borrowing base. A portion of the Revolving Credit Facility consists of funded term loans in the aggregate principal amount of $390 million, and 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 $175 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 June 9, 2027 (other than with respect to the foreign currency commitments of certain lenders in the amount of $50 million, which expire on May 6, 2026), and the Revolving Credit Facility will mature and all amounts outstanding under the credit facility must be repaid by June 9, 2028 (other than with respect to the foreign currency commitments of certain lenders in the amount of $50 million, which mature on 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 adjusted term SOFR plus 1% per annum) plus (A) if the gross borrowing base is equal to or greater than 1.6 times the combined revolving debt amount, 0.75%, or (B) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 0.875%, and (y) for all other loans, the applicable benchmark 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

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combined revolving debt amount, 1.75%, or (B) if the gross borrowing base is less than 1.6 times the combined revolving debt amount, 1.875%. The Company pays 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.

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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 ~~June~~September 30, 2023 and December 31, 2022, the Company was in compliance with all covenants and other requirements of the Revolving Credit Facility.

Private Placement Bonds

The Company issued unsecured notes, as further described below: June 2024 Notes, June 2026 Notes, May 2027 Notes and October 2027 Notes (each as defined below), which are collectively referred to herein as the “Private Placement Bonds.”

As of ~~June~~September 30, 2023 and December 31, 2022, the Company was in compliance with all covenants and other requirements of each of the 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. The Company designated this interest rate swap and the June 2024 Notes in a qualifying hedge accounting relationship.

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,

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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.

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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. The Company designated this interest rate swap and the May 2027 Notes in a qualifying hedge accounting relationship.

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 $350.0 million 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 $345.6 million, 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 or its affiliates in accordance with their terms. Interest on the 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 October 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 (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 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 more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. The Company designated this interest rate swap and the October 2027 Notes in a qualifying hedge accounting relationship.

Unsecured 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, September 2025 Notes (each as defined below), which are collectively referred to herein 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 (as defined below) 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 ~~June~~September 30, 2023 and December 31, 2022, the Company was in compliance with all covenants and other requirements of each of the Unsecured Notes.

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September 2024 Notes

On September 15, 2021, the Company issued $365.0 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, National Association (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. The Company designated this interest rate swap and the September 2024 Notes 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 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.

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 December 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. The Company designated this interest rate swap and the December 2026 Notes in a 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.

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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 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.

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 November 2024 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. The Company designated this interest rate swap and the November 2024 Notes 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 January 2025 Notes Indenture. The January 2025 Notes bear interest at a rate of 2.700% per year payable semi-annually on January 15 and July 15 of each year,

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commencing on July 15, 2022. The January 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 January 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. The Company designated this interest rate swap and the January 2025 Notes 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 March 2025 Notes 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. The Company designated this interest rate swap and the March 2025 Notes 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 UK Bonds Indenture”), to the Base Indenture between the Company and the Trustee.

The April 2026 UK Bonds 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 April 2026 UK Bonds Indenture. The April

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2026 UK Bonds 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 UK Bonds 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 UK Bonds, 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 UK Bonds, 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. The Company designated this interest rate swap and the April 2026 UK Bonds 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 Notes 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 this interest rate swap and September 2025 Notes in a qualifying hedge accounting relationship.

On November 17, 2022, the Company issued $200 million aggregate principal amount of 7.050% Notes due 2025 (“September 2025 Notes Upsize”) under the Company's Base Indenture and September 2025 Notes Indenture. The September 2025 Notes Upsize were issued as “Additional Notes” under the September 2025 Notes Indenture and have identical terms to the Company's $600.0 million September 2025 Notes that were issued on September 27, 2022, other than the issue date and the issue price. The September 2026 Notes Upsize will be treated as a single class of notes with the September 2026 Notes for all purposes under the Indenture.

In connection with the September 2025 Notes Upsize, 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. The Company designated this interest rate swap and the September 2025 Notes Upsize in a qualifying hedge accounting relationship.

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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:

~~June~~September 30, 2023

Description

Type

Principal Outstanding

Interest Rate

Credit Rating

Class A Notes

Senior Secured Floating Rate

499,800

L+SOFR + 1.25%

Aaa

Class B Notes

Senior Secured Floating Rate

38,760

L+SOFR + 1.80%

Aa2

Class C Notes

Mezzanine Secured Deferrable Floating Rate

59,160

L+SOFR + 2.15%

Class D Notes

Mezzanine Secured Deferrable Floating Rate

65,280

L+SOFR + 3.35%

Baa3

Class E Notes (1)

Junior Secured Deferrable Floating Rate

—

L+SOFR + 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 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 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.

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2021-2 Debt Securitization

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

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

~~June~~September 30, 2023

Description

Type

Principal Outstanding

Interest Rate

Credit Rating

Class A-L Loans

Senior Secured Floating Rate

218,000

L+SOFR + 1.22%

Aaa

Class A Notes

Senior Secured Floating Rate

149,500

L+SOFR + 1.22%

Aaa

Class B Notes

Senior Secured Floating Rate

38,100

L+SOFR + 1.75%

Aa2

Class C Notes

Mezzanine Secured Deferrable Floating Rate

48,000

L+SOFR + 2.05%

Not rated

Class D Notes

Mezzanine Secured Deferrable Floating Rate

52,200

L+SOFR + 3.15%

Not rated

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.

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2021-1 MML Debt Securitization

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

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

~~June~~September 30, 2023

Description

Type

Principal Outstanding

Interest Rate

Credit Rating

Class A Loans

Senior Secured Floating Rate

50,000

L+SOFR + 1.48%

Aaa

Class A Notes

Senior Secured Floating Rate

480,000

L+SOFR + 1.48%

Aaa

Class B Notes

Senior Secured Floating Rate

80,000

L+SOFR + 1.90%

Aa2

Class C Notes

Mezzanine Secured Deferrable Floating Rate

80,000

L+SOFR + 2.60%

Total Secured Notes

690,000

Subordinated Notes (1)

311,000

None

Not rated

Total MML 2021-1 Notes

1,001,000

(1)The Company retained all of the Subordinated Notes issued in the 2021-1 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 Company as holder of the Subordinated Notes, on any business day after December 15, 2023. In connection with the sale and contribution, the Company 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 SEC 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.

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2022-1 MML Debt Securitization

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

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

June 30, 2023

September 30, 2023

Description

Type

Principal Outstanding

Interest Rate

Credit Rating

Description

Type

Principal Outstanding

Interest Rate

Credit Rating

Class A-1 Notes

Senior Secured Floating Rate

525,000

SOFR + 1.65%

Aaa

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 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 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%

Class C Notes

Mezzanine Secured Deferrable Floating Rate

88,000

SOFR + 2.75%

Total Secured Notes

759,000

Total Secured Notes

759,000

Subordinated Notes (1)

331,360

None

Not rated

Subordinated Notes (1)

331,360

None

Not rated

Total MML 2022-1 Notes

1,090,360

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, 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 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.

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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:

June 30, 2023

September 30, 2023

Description

Type

Principal Outstanding

Interest Rate

Credit Rating

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-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-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 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-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 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 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 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)

Class E Notes (1)

Junior Secured Deferrable Floating Rate

21,000

SOFR + 7.33%

BB- (sf)

Total Secured Notes

531,000

Total Secured Notes

531,000

Subordinated Notes (1)

58,750

None

Not rated

Subordinated Notes (1)

58,750

None

Not rated

Total 2022-1 BSL Notes

589,750

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, 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 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 $498.1 million term debt securitization (the “MML 2022-2 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 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.

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The following table presents information on the secured and unsecured notes issued and the secured loans incurred in the MML 2022-2 Debt Securitization:

June 30, 2023

September 30, 2023

Description

Type

Principal Outstanding

Interest Rate

Credit Rating

Description

Type

Principal Outstanding

Interest Rate

Credit Rating

Class A-L Notes

Senior Secured Floating Rate

275,000

SOFR + 2.10%

Aaa (sf)

Class A-L Notes

Senior Secured Floating Rate

275,000

SOFR + 2.10%

Aaa (sf)

Class B-1 Notes

Senior Secured Floating Rate

14,000

SOFR + 3.35%

Aa2

Class B-1 Notes

Senior Secured Floating Rate

14,000

SOFR + 3.35%

Aa2

Class B-2 Notes

Senior Secured Fixed Rate

11,500

5.88%

Aa2

Class B-2 Notes

Senior Secured Fixed Rate

11,500

5.88%

Aa2

Class C Notes (1)

Mezzanine Secured Deferrable Floating Rate

40,500

SOFR + 2.50%

Class C Notes (1)

Mezzanine Secured Deferrable Floating Rate

40,500

SOFR + 2.50%

Total Secured Notes

341,000

Total Secured Notes

341,000

Subordinated Notes (1)

Subordinated

157,105

None

Not rated

Subordinated Notes (1)

Subordinated

157,105

None

Not rated

Total Debt

498,105

Total Debt

498,105

(1) The Company retained all of the Class C Notes and the Subordinated Notes issued in the 2022-2 MML 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, 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 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 ~~$377.7~~$58.4 million and $426.8 million as of ~~June~~September 30, 2023 and December 31, 2022, respectively.

Short-term borrowings under the Repurchase Agreements bore interest at an average applicable margin of ~~6.64%~~6.35% and 4.38% per annum as of ~~June~~September 30, 2023 and December 31, 2022, respectively. As of ~~June~~September 30, 2023 and December 31, 2022, respectively, the Company had ~~$201.2~~$28.5 million and $253.7 million of short-term borrowings under the Repurchase Agreements.

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Table of Contents

Other Short-Term Borrowings

In order to finance certain investment transactions, the Company may, from time to time, enter into financing agreements, whereby the Company transfers to a third party an investment that it holds in exchange for cash for a period of time, generally not to exceed 180-days from the date it was transferred (each a “~~Short Term~~Short-Term Financing Transaction”). At the expiration of the agreement, the Company returns the cash and interest to the third party and receives the original investment transferred.

~~114~~

~~Table~~As of ~~Contents~~

September 30, 2023 the Company had no Short-Term Financing Transactions with a third party.

As of ~~June 30, 2023 and~~ December 31, 2022, ~~respectively,~~ the Company had ~~$0.0 million and~~ $365.7 million of borrowings under ~~Short Term~~Short-Term Financing ~~Transactions with a third party.~~Transactions. Certain of the Company's investments serve as collateral for the Company's obligations under the ~~Short Term~~Short-Term Financing Transactions and the carrying value of pledged investments was ~~$0.0 million and~~ $371.0 million as of ~~June 30, 2023, and~~ December 31, ~~2022, respectively.~~

2022. Short-term borrowings under ~~Short Term~~Short-Term Financing Transactions bore interest at an applicable margin of ~~0.00% and~~ 7.35% per annum as of ~~June 30, 2023, and~~ December 31, ~~2022, respectively.~~2022.

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

~~115~~119

Table of Contents

The Company’s outstanding debt obligations were as follows:


		June 30, 2023													September 30, 2023
		Aggregate Principal Committed		Outstanding Principal		Carrying Value		Unamortized Debt Issuance Costs		Unused Portion (1)		Amount Available (2)			Aggregate Principal Committed		Outstanding Principal		Carrying Value		Unamortized Debt Issuance Costs		Unused Portion (1)		Amount Available (2)
Bard Peak Funding Facility (3)	Bard Peak Funding Facility (3)	$	1,650,000	$	489,862	$	489,862	$	—	$	1,160,138	$	994,014	Bard Peak Funding Facility (3)	$	1,650,000	$	507,074	$	507,074	$	—	$	1,142,926	$	983,358
Castle Peak Funding Facility (3)	Castle Peak Funding Facility (3)	1,600,000		1,123,800		1,123,800		—		476,200		56,562		Castle Peak Funding Facility (3)	1,600,000		1,119,717		1,119,717		—		480,283		72,323

Summit Peak Funding Facility (3)	Summit Peak Funding Facility (3)	2,300,000		910,369		910,369		—		1,389,631		821,702		Summit Peak Funding Facility (3)	2,300,000		531,099		531,099		—		1,768,901		1,388,054
Denali Peak Funding Facility	Denali Peak Funding Facility	750,000		562,800		562,800		—		187,200		187,200		Denali Peak Funding Facility	750,000		562,800		562,800		—		187,200		187,200
Bushnell Peak Funding Facility	Bushnell Peak Funding Facility	600,000		430,000		430,000		—		170,000		32,611		Bushnell Peak Funding Facility	600,000		430,000		430,000		—		170,000		38,993
Granite Peak Funding Facility	Granite Peak Funding Facility	750,000		675,600		675,600		—		74,400		74,400		Granite Peak Funding Facility	750,000		675,600		675,600		—		74,400		22,911
Middle Peak Funding Facility	Middle Peak Funding Facility	1,000,000		600,950		600,950		—		399,050		263,124		Middle Peak Funding Facility	1,000,000		600,950		600,950		—		399,050		270,427
Bison Peak Funding Facility	Bison Peak Funding Facility	1,500,000		1,200,000		1,200,000		—		300,000		300,000		Bison Peak Funding Facility	1,500,000		700,000		700,000		—		800,000		800,000
Blanca Peak Funding Facility	Blanca Peak Funding Facility	1,500,000		1,343,000		1,343,000		—		157,000		149,766		Blanca Peak Funding Facility	1,500,000		1,375,100		1,375,100		—		124,900		124,900
Windom Peak Funding Facility (3)	Windom Peak Funding Facility (3)	2,150,000		1,384,025		1,384,025		—		765,975		765,975		Windom Peak Funding Facility (3)	2,150,000		1,290,314		1,290,314		—		859,686		859,686
Monarch Peak Funding Facility	Monarch Peak Funding Facility	2,000,000		1,400,400		1,400,400		—		599,600		374,491		Monarch Peak Funding Facility	2,000,000		1,400,400		1,400,400		—		599,600		349,924
Borah Peak Funding Facility	Borah Peak Funding Facility	400,000		80,000		80,000		—		320,000		146,659		Borah Peak Funding Facility	400,000		80,000		80,000		—		320,000		111,944

Naomi Peak Funding Facility	Naomi Peak Funding Facility	400,000		385,000		385,000		—		15,000		15,000		Naomi Peak Funding Facility	400,000		385,000		385,000		—		15,000		15,000
Meridian Peak Funding Facility	Meridian Peak Funding Facility	350,000		220,000		220,000		—		130,000		130,000		Meridian Peak Funding Facility	350,000		220,000		220,000		—		130,000		130,000
Haydon Peak Funding Facility	Haydon Peak Funding Facility	250,000		49,000		49,000		—		201,000		201,000		Haydon Peak Funding Facility	250,000		49,000		49,000		—		201,000		201,000
Bear Peak Funding Facility (3)	Bear Peak Funding Facility (3)	545,550		173,292		173,292		—		372,258		114,359		Bear Peak Funding Facility (3)	529,375		370,660		370,660		—		158,715		158,715
Revolving Credit Facility (4)	Revolving Credit Facility (4)	5,150,000		1,154,373		1,154,373		—		3,995,627		3,391,272		Revolving Credit Facility (4)	5,150,000		1,092,402		1,092,402		—		4,057,598		4,057,236
June 2024 Notes (5)	June 2024 Notes (5)	435,000		435,000		418,270		1,267		—		—		June 2024 Notes (5)	435,000		435,000		422,097		940		—		—
June 2026 Notes	June 2026 Notes	400,000		400,000		397,938		2,062		—		—		June 2026 Notes	400,000		400,000		398,104		1,896		—		—
May 2027 Notes (5)	May 2027 Notes (5)	625,000		625,000		592,553		2,128		—		—		May 2027 Notes (5)	625,000		625,000		587,180		1,988		—		—
October 2027 Notes (5)	October 2027 Notes (5)	350,000		350,000		341,306		3,724		—		—		October 2027 Notes (5)	350,000		350,000		334,814		5,556		—		—
September 2024 Notes (5)	September 2024 Notes (5)	365,000		365,000		348,172		1,429		—		—		September 2024 Notes (5)	365,000		365,000		350,952		1,132		—		—
December 2026 Notes (5)	December 2026 Notes (5)	1,250,000		1,250,000		1,157,856		16,696		—		—		December 2026 Notes (5)	1,250,000		1,250,000		1,152,272		15,479		—		—
November 2026 Eurobonds	November 2026 Eurobonds	545,550		545,550		540,527		5,023		—		—		November 2026 Eurobonds	529,375		529,375		523,982		4,943		—		—
November 2024 Notes (5)	November 2024 Notes (5)	500,000		500,000		474,339		2,275		—		—		November 2024 Notes (5)	500,000		500,000		477,717		1,865		—		—
March 2027 Notes	March 2027 Notes	1,000,000		1,000,000		989,944		10,056		—		—		March 2027 Notes	1,000,000		1,000,000		990,627		9,373		—		—
January 2025 Notes (5)	January 2025 Notes (5)	500,000		500,000		472,785		2,634		—		—		January 2025 Notes (5)	500,000		500,000		475,819		2,215		—		—
January 2029 Notes	January 2029 Notes	650,000		650,000		640,134		9,866		—		—		January 2029 Notes	650,000		650,000		640,581		9,419		—		—
March 2025 Notes (5)	March 2025 Notes (5)	900,000		900,000		854,513		5,073		—		—		March 2025 Notes (5)	900,000		900,000		858,004		4,334		—		—
April 2026 UK Bonds (5)	April 2026 UK Bonds (5)	317,375		317,375		286,102		2,454		—		—		April 2026 UK Bonds (5)	305,150		305,150		282,016		2,232		—		—
September 2025 Notes (5)	September 2025 Notes (5)	800,000		800,000		779,646		9,629		—		—		September 2025 Notes (5)	800,000		800,000		778,124		8,550		—		—
2021-1 BSL Notes	2021-1 BSL Notes	663,000		663,000		662,039		961		—		—		2021-1 BSL Notes	663,000		663,000		662,061		939		—		—
2021-2 Notes	2021-2 Notes	505,800		505,800		504,320		1,480		—		—		2021-2 Notes	505,800		505,800		504,352		1,448		—		—
MML 2021-1 Debt	MML 2021-1 Debt	690,000		690,000		686,054		3,946		—		—		MML 2021-1 Debt	690,000		690,000		686,033		3,967		—		—
MML 2022-1 Debt	MML 2022-1 Debt	759,000		759,000		753,817		5,183		—		—		MML 2022-1 Debt	759,000		759,000		753,913		5,087		—		—
2022-1 BSL Debt	2022-1 BSL Debt	420,000		420,000		418,470		1,530		—		—		2022-1 BSL Debt	420,000		420,000		418,502		1,498		—		—
MML 2022-2 Debt	MML 2022-2 Debt	300,500		300,500		297,951		2,549		—		—		MML 2022-2 Debt	300,500		300,500		297,988		2,512		—		—
Short-Term Borrowings	Short-Term Borrowings	201,167		201,167		201,167		—		—		—		Short-Term Borrowings	28,546		28,546		28,546		—		—		—
Total	Total	$	35,072,942	$	24,359,863	$	24,000,374	$	89,965	$	10,713,079	$	8,018,135	Total	$	34,855,746	$	23,366,487	$	23,013,800	$	85,373	$	11,489,259	$	9,771,671

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

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

(3)Under certain SPV Financing Facilities, the company is permitted to borrow in USD and ~~currencies~~ other currencies.

Under the Bard Peak Funding Facility, as of ~~June~~September 30, 2023, the Company had borrowings denominated in the following non-USD currencies:

•Canadian Dollars (CAD) 94.1 million

•Euros (EUR) 69.0 million

•British Pounds (GBP) ~~55.2~~74.6 million

Under the Castle Peak Funding Facility, as of ~~June~~September 30, 2023, the Company had borrowings denominated in the following non-USD currencies:

•Canadian Dollars (CAD) 78.9 million

•Euros (EUR) 46.4 million

•British Pounds (GBP) 64.4 million

Under the Summit Peak Funding Facility, as of ~~June~~September 30, 2023, the Company had borrowings denominated in the following non-USD currencies:

•Canadian Dollars (CAD) 154.3 million

•Euros (EUR) 26.8 million

•British Pounds (GBP) 101.7 million

Under the Windom Peak Funding Facility, as of ~~June~~September 30, 2023, the Company had borrowings denominated in the following non-USD currencies:

•British Pounds (GBP) 115.9 million

Under the Bear Peak Funding Facility, as of ~~June~~September 30, 2023, the Company had borrowings denominated in the following non-USD currencies:

•Euros (EUR) ~~69.5~~260.8 million

•British Pounds (GBP) 57.0 million

(4)Under the Revolving Credit Facility, the Company is permitted to borrow in USD or certain other currencies. As of ~~June~~September 30, 2023, the Company had borrowings denominated in the following non-USD currencies:

•Canadian Dollars (CAD) 168.0 million

•Euros (EUR) ~~32.3~~6.5 million

•British Pounds (GBP) ~~411.2~~419.7 million

•Swiss Franc (CHF) ~~71.8~~54.3 million

(5)Carrying value is inclusive of adjustment for the change in fair value of effective hedge relationship.

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	December 31, 2022
	Aggregate Principal Committed		Outstanding Principal		Carrying Value (net of unamortized issuance costs)		Unamortized Debt Issuance Costs		Unused Portion (1)		Amount Available (2)
Bard Peak Funding Facility (3)	$	1,650,000	$	1,235,414	$	1,235,414	$	—	$	414,586	$	414,586
Castle Peak Funding Facility (3)	1,600,000		1,146,600		1,146,600		—		453,400		166,697
Maroon Peak Funding Facility	300,000		300,000		300,000		—		—		—
Summit Peak Funding Facility (3)	2,300,000		1,691,844		1,691,844		—		608,156		15,377
Denali Peak Funding Facility	750,000		749,800		749,800		—		200		200
Bushnell Peak Funding Facility	600,000		400,000		400,000		—		200,000		69,559
Granite Peak Funding Facility	750,000		647,600		647,600		—		102,400		102,134
Middle Peak Funding Facility	800,000		596,950		596,950		—		203,050		203,050
Bison Peak Funding Facility	1,500,000		1,182,000		1,182,000		—		318,000		233,740
Blanca Peak Funding Facility	1,500,000		1,081,000		1,081,000		—		419,000		360,054
Windom Peak Funding Facility (3)	2,000,000		1,741,465		1,741,465		—		258,535		258,535
Monarch Peak Funding Facility	2,000,000		873,400		873,400		—		1,126,600		968,726
Borah Peak Funding Facility	400,000		223,000		223,000		—		177,000		35,951
2022-1 BSL WH	300,000		148,000		148,000		—		152,000		152,000
Naomi Peak Funding Facility	400,000		400,000		400,000		—		—		—
Meridian Peak Funding Facility	500,000		170,000		170,000		—		330,000		330,000
Haydon Peak Funding Facility	500,000		49,000		49,000		—		451,000		373,519
Bear Peak Funding Facility (3)	468,494		166,031		166,031		—		302,463		130,772
Revolving Credit Facility (4)	5,150,000		1,470,758		1,470,758		—		3,679,242		2,326,743
June 2024 Notes (5)	435,000		435,000		413,963		1,912		—		—
June 2026 Notes	400,000		400,000		397,611		2,389		—		—
May 2027 Notes (5)	625,000		625,000		596,809		2,402		—		—
October 2027 Notes (5)	350,000		350,000		345,618		3,356		—		—
September 2024 Notes (5)	365,000		365,000		345,353		2,015		—		—
December 2026 Notes (5)	1,250,000		1,250,000		1,162,596		19,084		—		—
November 2026 Eurobonds	534,975		534,975		529,223		5,752		—		—
November 2024 Notes (5)	500,000		500,000		471,336		3,083		—		—
March 2027 Notes	1,000,000		1,000,000		988,597		11,403		—		—
January 2025 Notes (5)	500,000		500,000		470,441		3,460		—		—
January 2029 Notes	650,000		650,000		639,254		10,746		—		—
March 2025 Notes (5)	900,000		900,000		853,359		6,527		—		—
April 2026 UK Bonds (5)	301,725		301,725		278,946		2,890		—		—
September 2025 Notes (5)	800,000		800,000		786,332		10,952		—		—
2021-1 BSL Notes	663,000		663,000		661,997		1,003		—		—
2021-2 Notes	505,800		505,800		504,255		1,545		—		—
MML 2021-1 Debt	690,000		690,000		685,884		4,116		—		—
MML 2022-1 Debt	759,000		759,000		753,600		5,400		—		—
2022-1 BSL Debt	420,000		420,000		418,408		1,592		—		—
MML 2022-2 Debt	300,500		300,500		297,837		2,663		—		—
Short-Term Borrowings	619,377		619,377		619,377		—		—		—
Total	$	36,037,871	$	26,842,239	$	26,493,658	$	102,290	$	9,195,632	$	6,141,643

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

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

(3)Under certain SPV Financing Facilities, the company is permitted to borrow in USD and ~~currencies~~ other currencies.

Under the Bard Peak Funding Facility, as of December 31, 2022, the Company had borrowings denominated in the following non-USD currencies:

•Canadian Dollars (CAD) 94.1 million

•Euros (EUR) 66.0 million

•British Pounds (GBP) 50.0 million

Under the Castle Peak Funding Facility, as of December 31, 2022, the Company had borrowings denominated in the following non-USD currencies:

•Canadian Dollars (CAD) 48.8 million

•Euros (EUR) 36.0 million

•British Pounds (GBP) 42.4 million

Under the Summit Peak Funding Facility, as of December 31, 2022, the Company had borrowings denominated in the following non-USD currencies:

•Canadian Dollars (CAD) 132.7 million

•British Pounds (GBP) 6.1 million

Under the Windom Peak Funding Facility, as of December 31, 2022, the Company had borrowings denominated in the following non-USD currencies:

•British Pounds (GBP) 43.6 million

Under the Bear Peak Funding Facility, as of December 31, 2022, the Company had borrowings denominated in the following non-USD currencies:

•Euros (EUR) 75.0 million

•British Pounds (GBP) 50.7 million

(4)Under the Revolving Credit Facility, the Company is permitted to borrow in USD or certain other currencies. As of December 31, 2022, the Company had borrowings denominated in the following non-USD currencies:

•Canadian Dollars (CAD) 247.1 million

•Euros (EUR) 49.0 million

•British Pounds (GBP) 608.8 million

•Swiss Franc (CHF) 102.6 million

(5)Carrying value is inclusive of adjustment for the change in fair value of effective hedge relationship.

As of ~~June~~September 30, 2023 and December 31, 2022, ~~$309.9~~$333.3 million and $395.8 million, respectively, of interest expense and ~~$12.3~~$14.1 million and $12.9 million, respectively, of unused commitment fees were included in ~~Interest~~interest payable. For the three and ~~six~~nine months ended ~~June~~September 30, 2023, the weighted average interest rate on all borrowings outstanding was ~~6.82%~~7.12% and ~~6.56%~~6.71%, respectively, (including unused fees) and the average principal debt outstanding was ~~$25,238.7~~$23,929.5 million and ~~$26,189.5~~$25,427.9 million, respectively. For the three and ~~six~~nine months ended ~~June~~September 30, 2022, the weighted average interest rate on all borrowings outstanding was ~~2.86%~~4.17% and ~~2.67%~~3.27%, respectively, (including unused fees) and the average principal debt outstanding was ~~$21,268.1~~$27,552.4 million and ~~$19,693.5~~$22,342.7 million, respectively.

The components of interest expense were as follows:


		Three Months Ended June 30,					Three Months Ended September 30,
		2023		2022			2023		2022
Borrowing interest expense	Borrowing interest expense	$	410,769	$	135,393	Borrowing interest expense	$	412,127	$	278,356
Facility unused fees	Facility unused fees	13,344		10,147		Facility unused fees	17,039		6,542
Accretion of original issue discount	Accretion of original issue discount	6,104		4,646		Accretion of original issue discount	6,092		4,989
Amortization of financing costs and debt issuance costs	Amortization of financing costs and debt issuance costs	8,463		7,933		Amortization of financing costs and debt issuance costs	9,268		7,192
Gain (loss) from interest rate swaps accounted for as hedges and the related hedged items:	Gain (loss) from interest rate swaps accounted for as hedges and the related hedged items:					Gain (loss) from interest rate swaps accounted for as hedges and the related hedged items:
Interest rate swaps	Interest rate swaps	91,271		(69,221)		Interest rate swaps	(2,953)		(167,469)
Hedged items	Hedged items	(91,352)		69,271		Hedged items	2,662		165,162
Total interest expense	Total interest expense	$	438,599	$	158,169	Total interest expense	$	444,235	$	294,772
Cash paid for interest expense	Cash paid for interest expense	$	458,269	$	96,828	Cash paid for interest expense	$	466,808	$	43,572

~~119~~123

Table of Contents


		Six Months Ended June 30,					Nine Months Ended September 30,
		2023		2022			2023		2022
Borrowing interest expense	Borrowing interest expense	$	821,794	$	233,983	Borrowing interest expense	$	1,233,921	$	512,340
Facility unused fees	Facility unused fees	23,867		15,404		Facility unused fees	40,905		21,946
Accretion of original issue discount	Accretion of original issue discount	12,022		8,329		Accretion of original issue discount	18,114		13,318
Amortization of financing costs and debt issuance costs	Amortization of financing costs and debt issuance costs	16,410		12,874		Amortization of financing costs and debt issuance costs	25,678		20,066
Gain (loss) from interest rate swaps accounted for as hedges and the related hedged items:	Gain (loss) from interest rate swaps accounted for as hedges and the related hedged items:					Gain (loss) from interest rate swaps accounted for as hedges and the related hedged items:
Interest rate swaps	Interest rate swaps	23,965		(95,229)		Interest rate swaps	21,013		(263,674)
Hedged items	Hedged items	(23,236)		96,198		Hedged items	(20,574)		262,336
Total interest expense	Total interest expense	$	874,822	$	271,559	Total interest expense	$	1,319,057	$	566,332
Cash paid for interest expense	Cash paid for interest expense	$	963,045	$	181,128	Cash paid for interest expense	$	1,429,853	$	405,828

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 ~~June~~September 30, 2023 and December 31, 2022, the Company had unfunded delayed draw terms loans and revolvers in the aggregate principal amount of ~~$5,476.7~~$5,746.6 million and $6,343.1 million, respectively.

Additionally, from time to time, the Adviser and its affiliates may commit to an investment on behalf of the investment vehicles it manages, including the Company. Certain terms of these investments are not finalized at the time of the commitment and each respective investment vehicles’ allocation may change prior to the date of funding. In this regard, as of ~~June~~September 30, 2023 and December 31, 2022, the Company estimates that it had ~~$248.6~~$430.1 million and $1,219.5 million, respectively, of investments that are committed but not yet funded.

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. At ~~June~~September 30, 2023, management is not aware of any material pending ~~or threatened material litigation.~~legal proceedings.

~~120~~124

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Note 9. Net Assets

The following table presents transactions in Common Shares (dollars in thousands except share amounts):


		For the three months ended June 30, 2023				For the three months ended September 30, 2023
		Shares	Amount			Shares	Amount
CLASS I	CLASS I				CLASS I
Subscriptions	Subscriptions	40,025,888	$	991,563	Subscriptions	52,915,604	$	1,320,655
Share transfers between classes	Share transfers between classes	801,656	19,887		Share transfers between classes	706,080	17,624
Distributions reinvested	Distributions reinvested	7,486,630	185,625		Distributions reinvested	8,098,617	202,132
Share repurchases	Share repurchases	(43,026,051)	(1,069,628)		Share repurchases	(16,240,256)	(409,742)
Early repurchase deduction	Early repurchase deduction	—	21		Early repurchase deduction	—	29
Net increase (decrease)	Net increase (decrease)	5,288,123	$	127,468	Net increase (decrease)	45,480,045	$	1,130,698
CLASS S	CLASS S				CLASS S
Subscriptions	Subscriptions	21,551,333	$	534,160	Subscriptions	28,376,209	$	708,441
Share transfers between classes	Share transfers between classes	(338,831)	(8,406)		Share transfers between classes	(523,520)	(13,077)
Distributions reinvested	Distributions reinvested	3,241,102	80,362		Distributions reinvested	3,591,471	89,644
Share repurchases	Share repurchases	(5,289,207)	(131,490)		Share repurchases	(3,268,530)	(82,465)
Early repurchase deduction	Early repurchase deduction	—	30		Early repurchase deduction	—	17
Net increase (decrease)	Net increase (decrease)	19,164,397	$	474,656	Net increase (decrease)	28,175,630	$	702,560
CLASS D	CLASS D				CLASS D
Subscriptions	Subscriptions	810,907	$	20,071	Subscriptions	5,767,486	$	143,591
Share transfers between classes	Share transfers between classes	(462,803)	(11,481)		Share transfers between classes	(182,545)	(4,547)
Distributions reinvested	Distributions reinvested	28,518	707		Distributions reinvested	35,658	891
Share repurchases	Share repurchases	(134,805)	(3,351)		Share repurchases	—	—
Early repurchase deduction	Early repurchase deduction	—	—		Early repurchase deduction	—	—
Net increase (decrease)	Net increase (decrease)	241,817	$	5,946	Net increase (decrease)	5,620,599	$	139,935
Total net increase (decrease)	Total net increase (decrease)	24,694,337	$	608,070	Total net increase (decrease)	79,276,274	$	1,973,193

~~121~~125

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The following table presents transactions in Common Shares (dollars in thousands except share amounts):


		For the six months ended June 30, 2023				For the nine months ended September 30, 2023
		Shares	Amount			Shares	Amount
CLASS I	CLASS I				CLASS I
Subscriptions	Subscriptions	58,996,813	$	1,461,821	Subscriptions	111,912,417	$	2,782,476
Share transfers between classes	Share transfers between classes	45,581,902	1,131,859		Share transfers between classes	46,287,982	1,149,483
Distributions reinvested	Distributions reinvested	14,358,610	355,737		Distributions reinvested	22,457,227	557,869
Share repurchases	Share repurchases	(73,344,305)	(1,820,611)		Share repurchases	(89,584,561)	(2,230,353)
Early repurchase deduction	Early repurchase deduction	—	78		Early repurchase deduction	—	107
Net increase (decrease)	Net increase (decrease)	45,593,020	$	1,128,884	Net increase (decrease)	91,073,065	$	2,259,582
CLASS S	CLASS S				CLASS S
Subscriptions	Subscriptions	36,034,142	$	892,824	Subscriptions	64,410,351	$	1,601,265
Share transfers between classes	Share transfers between classes	(1,706,270)	(42,140)		Share transfers between classes	(2,229,790)	(55,217)
Distributions reinvested	Distributions reinvested	6,294,698	155,962		Distributions reinvested	9,886,169	245,606
Share repurchases	Share repurchases	(10,609,545)	(263,275)		Share repurchases	(13,878,075)	(345,740)
Early repurchase deduction	Early repurchase deduction	—	169		Early repurchase deduction	—	186
Net increase (decrease)	Net increase (decrease)	30,013,025	$	743,540	Net increase (decrease)	58,188,655	$	1,446,100
CLASS D	CLASS D				CLASS D
Subscriptions	Subscriptions	2,922,621	$	72,284	Subscriptions	8,690,107	$	215,875
Share transfers between classes	Share transfers between classes	(43,876,202)	(1,089,719)		Share transfers between classes	(44,058,747)	(1,094,266)
Distributions reinvested	Distributions reinvested	634,300	15,705		Distributions reinvested	669,958	16,596
Share repurchases	Share repurchases	(557,743)	(13,827)		Share repurchases	(557,743)	(13,827)
Early repurchase deduction	Early repurchase deduction	—	11		Early repurchase deduction	—	11
Net increase (decrease)	Net increase (decrease)	(40,877,024)	$	(1,015,546)	Net increase (decrease)	(35,256,425)	$	(875,611)
Total net increase (decrease)	Total net increase (decrease)	34,729,021	$	856,878	Total net increase (decrease)	114,005,295	$	2,830,071

~~122~~126

Table of Contents

The following table presents transactions in Common Shares (dollars in thousands except share amounts):


		For the three months ended June 30, 2022				For the three months ended September 30, 2022
		Shares	Amount			Shares	Amount
CLASS I	CLASS I				CLASS I
Subscriptions	Subscriptions	96,008,795	$	2,465,578	Subscriptions	50,251,731	$	1,253,674
Share transfers between classes	Share transfers between classes	983,225	25,240		Share transfers between classes	672,828	16,753
Distributions reinvested	Distributions reinvested	4,570,700	117,013		Distributions reinvested	6,079,533	151,911
Share repurchases	Share repurchases	(10,388,019)	(257,623)		Share repurchases	(24,860,836)	(612,073)
Early repurchase deduction	Early repurchase deduction	—	2,283		Early repurchase deduction	—	426
Net increase (decrease)	Net increase (decrease)	91,174,701	$	2,352,491	Net increase (decrease)	32,143,256	$	810,691
CLASS S	CLASS S				CLASS S
Subscriptions	Subscriptions	50,998,279	$	1,309,690	Subscriptions	24,072,466	$	601,002
Share transfers between classes	Share transfers between classes	(147,265)	(3,754)		Share transfers between classes	(260,310)	(6,483)
Distributions reinvested	Distributions reinvested	1,735,474	44,483		Distributions reinvested	2,447,304	61,154
Share repurchases	Share repurchases	(998,387)	(25,241)		Share repurchases	(1,963,074)	(48,331)
Early repurchase deduction	Early repurchase deduction	—	99		Early repurchase deduction	—	360
Net increase (decrease)	Net increase (decrease)	51,588,101	$	1,325,277	Net increase (decrease)	24,296,386	$	607,702
CLASS D	CLASS D				CLASS D
Subscriptions	Subscriptions	10,235,885	$	262,493	Subscriptions	7,190,702	$	179,680
Share transfers between classes	Share transfers between classes	(835,960)	(21,486)		Share transfers between classes	(412,518)	(10,270)
Distributions reinvested	Distributions reinvested	305,881	7,831		Distributions reinvested	456,349	11,404
Share repurchases	Share repurchases	(82,582)	(2,046)		Share repurchases	(154,765)	(3,810)
Early repurchase deduction	Early repurchase deduction	—	23		Early repurchase deduction	—	14
Net increase (decrease)	Net increase (decrease)	9,623,224	$	246,815	Net increase (decrease)	7,079,768	$	177,018
Total net increase (decrease)	Total net increase (decrease)	152,386,026	$	3,924,583	Total net increase (decrease)	63,519,410	$	1,595,411

~~123~~127

Table of Contents

The following table presents transactions in Common Shares (dollars in thousands except share amounts):


		For the six months ended June 30, 2022				For the nine months ended September 30, 2022
		Shares	Amount			Shares	Amount
CLASS I	CLASS I				CLASS I
Subscriptions	Subscriptions	221,712,300	$	5,719,346	Subscriptions	271,964,030	$	6,973,021
Share transfers between classes	Share transfers between classes	1,533,335	39,479		Share transfers between classes	2,206,163	56,232
Distributions reinvested	Distributions reinvested	8,503,028	218,785		Distributions reinvested	14,582,560	370,696
Share repurchases	Share repurchases	(11,878,376)	(296,104)		Share repurchases	(36,739,213)	(908,178)
Early repurchase deduction	Early repurchase deduction	—	2,644		Early repurchase deduction	—	3,339
Net increase (decrease)	Net increase (decrease)	219,870,287	$	5,684,150	Net increase (decrease)	252,013,540	$	6,495,110
CLASS S	CLASS S				CLASS S
Subscriptions	Subscriptions	108,794,581	$	2,805,719	Subscriptions	132,866,990	$	3,406,722
Share transfers between classes	Share transfers between classes	(176,884)	(4,520)		Share transfers between classes	(437,194)	(11,003)
Distributions reinvested	Distributions reinvested	3,153,054	81,177		Distributions reinvested	5,600,358	142,331
Share repurchases	Share repurchases	(1,665,431)	(41,963)		Share repurchases	(3,628,447)	(90,294)
Early repurchase deduction	Early repurchase deduction	—	405		Early repurchase deduction	—	711
Net increase (decrease)	Net increase (decrease)	110,105,320	$	2,840,818	Net increase (decrease)	134,401,707	$	3,448,467
CLASS D	CLASS D				CLASS D
Subscriptions	Subscriptions	20,725,977	$	534,032	Subscriptions	27,916,681	$	713,712
Share transfers between classes	Share transfers between classes	(1,356,451)	(34,959)		Share transfers between classes	(1,768,969)	(45,229)
Distributions reinvested	Distributions reinvested	517,379	13,305		Distributions reinvested	973,728	24,710
Share repurchases	Share repurchases	(91,424)	(2,276)		Share repurchases	(246,189)	(6,087)
Early repurchase deduction	Early repurchase deduction	—	67		Early repurchase deduction	—	73
Net increase (decrease)	Net increase (decrease)	19,795,481	$	510,169	Net increase (decrease)	26,875,251	$	687,179
Total net increase (decrease)	Total net increase (decrease)	349,771,088	$	9,035,137	Total net increase (decrease)	413,290,498	$	10,630,756

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 presents each month-end NAV per share for Class I, Class S and Class D Common Shares during the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022:


		NAV Per Share							NAV Per Share
		Class I		Class S		Class D			Class I		Class S		Class D
January 31, 2023	January 31, 2023	$	24.85	$	24.85	$	24.85	January 31, 2023	$	24.85	$	24.85	$	24.85
February 28, 2023	February 28, 2023	24.84		24.84		24.84		February 28, 2023	24.84		24.84		24.84
March 31, 2023	March 31, 2023	24.77		24.77		24.77		March 31, 2023	24.77		24.77		24.77
April 30, 2023	April 30, 2023	24.87		24.87		24.87		April 30, 2023	24.87		24.87		24.87
May 31, 2023	May 31, 2023	24.74		24.74		24.74		May 31, 2023	24.74		24.74		24.74
June 30, 2023	June 30, 2023	24.86		24.86		24.86		June 30, 2023	24.86		24.86		24.86
July 31, 2023								July 31, 2023	24.98		24.98		24.98
August 31, 2023								August 31, 2023	25.04		25.04		25.04
September 30, 2023								September 30, 2023	25.23		25.23		25.23

~~124~~128

Table of Contents


		NAV Per Share							NAV Per Share
		Class I		Class S		Class D			Class I		Class S		Class D
January 31, 2022	January 31, 2022	$	25.93	$	25.93	$	25.93	January 31, 2022	$	25.93	$	25.93	$	25.93
February 28, 2022	February 28, 2022	25.80		25.80		25.80		February 28, 2022	25.80		25.80		25.80
March 31, 2022	March 31, 2022	25.82		25.82		25.82		March 31, 2022	25.82		25.82		25.82
April 30, 2022	April 30, 2022	25.76		25.76		25.76		April 30, 2022	25.76		25.76		25.76
May 31, 2022	May 31, 2022	25.28		25.28		25.28		May 31, 2022	25.28		25.28		25.28
June 30, 2022	June 30, 2022	24.80		24.80		24.80		June 30, 2022	24.80		24.80		24.80
July 31, 2022								July 31, 2022	25.02		25.02		25.02
August 31, 2022								August 31, 2022	25.12		25.12		25.12
September 30, 2022								September 30, 2022	24.62		24.62		24.62

Distributions

The Board authorizes and declares monthly distribution amounts per share of Class I, Class S and Class D Common Shares. The following table presents distributions that were declared and payable during the ~~six~~nine months ended ~~June~~September 30, 2023:

Class I

Declaration Date

Record Date

Payment Date

Distribution Per Share

Distribution Amount

Declaration Date

Record Date

Payment Date

Distribution Per Share

Distribution Amount

January 25, 2023

January 31, 2023

February 24, 2023

0.2100

125,726

January 25, 2023

January 31, 2023

February 24, 2023

0.2100

125,726

February 24, 2023

February 28, 2023

March 29, 2023

0.2100

127,513

February 24, 2023

February 28, 2023

March 29, 2023

0.2100

127,513

March 23, 2023

March 31, 2023

April 28, 2023

0.2100

138,990

March 23, 2023

March 31, 2023

April 28, 2023

0.2100

138,990

April 19, 2023

April 30, 2023

May 26, 2023

0.2100

135,044

April 19, 2023

April 30, 2023

May 26, 2023

0.2100

135,044

May 17, 2023

May 31, 2023

June 27, 2023

0.2100

137,362

May 17, 2023

May 31, 2023

June 27, 2023

0.2100

137,362

June 20, 2023

June 30, 2023

July 27, 2023

0.2100

142,770

June 20, 2023

June 30, 2023

July 27, 2023

0.2100

142,770

July 19, 2023

July 31, 2023

August 28, 2023

0.2100

138,028

August 17, 2023

August 31, 2023

September 27, 2023

0.2200

148,342

September 20, 2023

September 30, 2023

October 27, 2023

0.2200

153,681

1.2600

807,405

1.9100

1,247,456

Class S
Declaration Date Record Date Payment Date Distribution Per Share Distribution Amount
January 25, 2023 January 31, 2023 February 24, 2023 $ 0.1926 $ 55,316
February 24, 2023 February 28, 2023 March 29, 2023 0.1924 56,106
March 23, 2023 March 31, 2023 April 28, 2023 0.1924 57,471
April 19, 2023 April 30, 2023 May 26, 2023 0.1925 58,078
May 17, 2023 May 31, 2023 June 27, 2023 0.1924 59,351
June 20, 2023 June 30, 2023 July 27, 2023 0.1925 61,185
$ 1.1548 $ 347,507

Class D
Declaration Date Record Date Payment Date Distribution Per Share Distribution Amount
January 25, 2023 January 31, 2023 February 24, 2023 $ 0.2049 $ 10,247
February 24, 2023 February 28, 2023 March 29, 2023 0.2048 10,343
March 23, 2023 March 31, 2023 April 28, 2023 0.2048 1,659
April 19, 2023 April 30, 2023 May 26, 2023 0.2048 1,591
May 17, 2023 May 31, 2023 June 27, 2023 0.2048 1,564
June 20, 2023 June 30, 2023 July 27, 2023 0.2048 1,649
$ 1.2289 $ 27,053


			Class S
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
January 25, 2023	January 31, 2023	February 24, 2023	$	0.1926	$	55,316
February 24, 2023	February 28, 2023	March 29, 2023	0.1924		56,106
March 23, 2023	March 31, 2023	April 28, 2023	0.1924		57,471
April 19, 2023	April 30, 2023	May 26, 2023	0.1925		58,078
May 17, 2023	May 31, 2023	June 27, 2023	0.1924		59,351
June 20, 2023	June 30, 2023	July 27, 2023	0.1925		61,185
July 19, 2023	July 31, 2023	August 28, 2023	0.1924		62,065
August 17, 2023	August 31, 2023	September 27, 2023	0.2023		67,089
September 20, 2023	September 30, 2023	October 27, 2023	0.2023		69,591



			$	1.7518	$	546,252

~~125~~129

Table of Contents


			Class D
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
January 25, 2023	January 31, 2023	February 24, 2023	$	0.2049	$	10,247
February 24, 2023	February 28, 2023	March 29, 2023	0.2048		10,343
March 23, 2023	March 31, 2023	April 28, 2023	0.2048		1,659
April 19, 2023	April 30, 2023	May 26, 2023	0.2048		1,591
May 17, 2023	May 31, 2023	June 27, 2023	0.2048		1,564
June 20, 2023	June 30, 2023	July 27, 2023	0.2048		1,649
July 19, 2023	July 31, 2023	August 28, 2023	0.2048		2,551
August 17, 2023	August 31, 2023	September 27, 2023	0.2148		2,635
September 20, 2023	September 30, 2023	October 27, 2023	0.2148		2,908



			$	1.8633	$	35,147

The following table presents distributions that were declared and payable during the ~~six~~nine months ended ~~June~~September 30, 2022:

Class I

Declaration Date

Record Date

Payment Date

Distribution Per Share

Distribution Amount

Declaration Date

Record Date

Payment Date

Distribution Per Share

Distribution Amount

January 26, 2022

January 31, 2022

February 24, 2022

0.1740

66,686

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

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

March 23, 2022

March 31, 2022

April 28, 2022

0.1740

82,959

April 20, 2022

April 30, 2022

May 27, 2022

0.1740

89,838

April 20, 2022

April 30, 2022

May 27, 2022

0.1740

89,838

May 24, 2022

May 31, 2022

June 29, 2022

0.1740

96,450

May 24, 2022

May 31, 2022

June 29, 2022

0.1740

96,450

June 27, 2022

June 30, 2022

July 27, 2022

0.1740

100,372

June 27, 2022

June 30, 2022

July 27, 2022

0.1740

100,372

July 20, 2022

July 31, 2022

August 29, 2022

0.1740

102,863

July 20, 2022

August 21, 2022

September 1, 2022

0.0700

42,578

(1)

August 24, 2022

August 31, 2022

September 28, 2022

0.1740

105,836

September 7, 2022

September 30, 2022

October 26, 2022

0.1740

108,483

1.0440

511,347

1.6360

871,106

Class S

Declaration Date

Record Date

Payment Date

Distribution Per Share

Distribution Amount

Declaration Date

Record Date

Payment Date

Distribution Per Share

Distribution Amount

January 26, 2022

January 31, 2022

February 24, 2022

0.1556

23,816

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

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

March 23, 2022

March 31, 2022

April 28, 2022

0.1557

29,834

April 20, 2022

April 30, 2022

May 27, 2022

0.1557

32,985

April 20, 2022

April 30, 2022

May 27, 2022

0.1557

32,985

May 24, 2022

May 31, 2022

June 29, 2022

0.1558

35,893

May 24, 2022

May 31, 2022

June 29, 2022

0.1558

35,893

June 27, 2022

June 30, 2022

July 27, 2022

0.1561

38,018

June 27, 2022

June 30, 2022

July 27, 2022

0.1561

38,018

July 20, 2022

July 31, 2022

August 29, 2022

0.1564

39,451

July 20, 2022

August 21, 2022

September 1, 2022

0.0700

18,159

(1)

August 24, 2022

August 31, 2022

September 28, 2022

0.1563

40,547

September 7, 2022

September 30, 2022

October 26, 2022

0.1563

41,985

0.9345

187,144

1.4735

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 20, 2022 April 30, 2022 May 27, 2022 0.1686 5,126
May 24, 2022 May 31, 2022 June 29, 2022 0.1686 5,699
June 27, 2022 June 30, 2022 July 27, 2022 0.1687 6,190
$ 1.0117 $ 28,996

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			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 20, 2022	April 30, 2022	May 27, 2022	0.1686		5,126
May 24, 2022	May 31, 2022	June 29, 2022	0.1686		5,699
June 27, 2022	June 30, 2022	July 27, 2022	0.1687		6,190
July 20, 2022	July 31, 2022	August 29, 2022	0.1688		6,555
July 20, 2022	August 21, 2022	September 1, 2022	0.0700		2,933		(1)
August 24, 2022	August 31, 2022	September 28, 2022	0.1688		7,073
September 7, 2022	September 30, 2022	October 26, 2022	0.1688		7,401



			$	1.5881	$	52,959

(1)Represents a special distribution.

Distribution Reinvestment Plan

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

Character of Distributions

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

Through ~~June~~September 30, 2023, 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

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within three years from the date of payment. 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 GAAP basis, include required adjustments to GAAP net investment income in the current period to determine taxable income available for distributions. The following tables present the sources of cash distributions on a GAAP basis that the Company has declared on its Common Shares:


		For the six months ended June 30, 2023													For the nine months ended September 30, 2023
		Class I				Class S				Class D					Class I				Class S				Class D
Source of Distribution	Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount		Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	Net investment income	$	1.2600	$	807,405	$	1.1548	$	347,507	$	1.2289	$	27,053	Net investment income	$	1.9100	$	1,247,456	$	1.7518	$	546,252	$	1.8633	$	35,147
Net realized gains	Net realized gains	—		—		—		—		—		—		Net realized gains	—		—		—		—		—		—
Total	Total	$	1.2600	$	807,405	$	1.1548	$	347,507	$	1.2289	$	27,053	Total	$	1.9100	$	1,247,456	$	1.7518	$	546,252	$	1.8633	$	35,147

For the six months ended June 30, 2022
Class I Class S Class D
Source of Distribution Per Share Amount Per Share Amount Per Share Amount
Net investment income $ 1.0440 $ 511,347 $ 0.9345 $ 187,144 $ 1.0117 $ 28,996
Net realized gains — — — — — —
Total $ 1.0440 $ 511,347 $ 0.9345 $ 187,144 $ 1.0117 $ 28,996

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	For 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	$	1.4735	$	327,287	$	1.5881	$	52,959
Net realized gains	—		—		—		—		—		—
Total	$	1.6360	$	871,106	$	1.4735	$	327,287	$	1.5881	$	52,959

Share Repurchase Program

The Company has implemented a share repurchase program under which, at the discretion of the Board, 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. For the avoidance of doubt, such target amount is assessed each calendar quarter. The Board may amend or suspend the share repurchase program at any time (including to offer to purchase fewer shares) 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, or may only be available in an amount less than 5% of our Common Shares outstanding. 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. Additionally, pursuant to Rule 23c-1(a)(10) under the 1940 Act, the Company may also repurchase its outstanding Common Shares outside of the share repurchase program. 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 have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding period will be satisfied if at least one year has elapsed from (a) the issuance date of the applicable Common Shares to (b) the subscription date immediately following the valuation date used in the repurchase of such Common Shares. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder; in the event that a shareholder’s shares are repurchased because the shareholder has failed to maintain the $500 minimum account balance; due to trade or operational error; and repurchases of shares submitted by discretionary model portfolio management programs (and similar arrangements) as approved by the Company. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.

During the three months ended ~~June~~September 30, 2023 and 2022, approximately ~~48,450,063~~19,508,786 and ~~11,488,257~~26,978,603 shares were repurchased, respectively. During the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, approximately ~~84,511,593~~104,020,379 and ~~13,635,173~~40,613,776 shares were repurchased, respectively.

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The following table presents the share repurchases completed during the ~~six~~nine months ended ~~June~~September 30, 2023:


Repurchase deadline request	Repurchase deadline request	Total Number of Shares Repurchased (all classes)	Percentage of Outstanding Shares Repurchased (1)		Price Paid Per Share		Repurchase Pricing Date	Amount Repurchased (all classes) (3)		Maximum number of shares that may yet be purchased under the repurchase plan (2)	Repurchase deadline request	Total Number of Shares Repurchased (all classes)	Percentage of Outstanding Shares Repurchased (1)		Price Paid Per Share		Repurchase Pricing Date	Amount Repurchased (all classes) (3)		Maximum number of shares that may yet be purchased under the repurchase plan (2)
February 28, 2023	February 28, 2023	36,061,530	3.91	%	$	24.77	March 31, 2023	$	893,037	—	February 28, 2023	36,061,530	3.91	%	$	24.77	March 31, 2023	$	893,037	—
May 31, 2023	May 31, 2023	48,450,063	5.20	%	$	24.86	June 30, 2023	$	1,204,418	—	May 31, 2023	48,450,063	5.20	%	$	24.86	June 30, 2023	$	1,204,418	—
August, 31, 2023											August, 31, 2023	19,508,786	2.04	%	$	25.23	September 30, 2023	$	492,161	—

(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

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The following table presents the share repurchases completed during the ~~six~~nine months ended ~~June~~September 30, 2022:


Repurchase deadline request	Repurchase deadline request	Total Number of Shares Repurchased (all classes)	Percentage of Outstanding Shares Repurchased (1)		Price Paid Per Share		Repurchase Pricing Date	Amount Repurchased (all classes) (3)		Maximum number of shares that may yet be purchased under the repurchase plan (2)	Repurchase deadline request	Total Number of Shares Repurchased (all classes)	Percentage of Outstanding Shares Repurchased (1)		Price Paid Per Share		Repurchase Pricing Date	Amount Repurchased (all classes) (3)		Maximum number of shares that may yet be purchased under the repurchase plan (2)
February 28, 2022	February 28, 2022	2,146,916	0.43	%	$	25.82	March 31, 2022	$	54,464	—	February 28, 2022	2,146,916	0.43	%	$	25.82	March 31, 2022	$	54,464	—
May 31, 2022	May 31, 2022	11,488,257	1.66	%	$	24.80	June 30, 2022	$	282,505	—	May 31, 2022	11,488,257	1.66	%	$	24.80	June 30, 2022	$	282,505	—
August 31, 2022											August 31, 2022	26,978,603	3.19	%	$	24.62	September 30, 2022	$	663,415	—

(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

Note 10. Financial Highlights and Senior Securities

The following are the financial highlights for the ~~six~~nine months ended ~~June~~September 30, 2023:


		For the six months ended June 30, 2023										For the nine months ended September 30, 2023
		Class I			Class S			Class D				Class I			Class S			Class D
Per Share Data (1):	Per Share Data (1):										Per Share Data (1):
Net asset value, beginning of period	Net asset value, beginning of period	$	24.59		$	24.59		$	24.59		Net asset value, beginning of period	$	24.59		$	24.59		$	24.59
Net investment income	Net investment income	1.53			1.42			1.50			Net investment income	2.31			2.15			2.26
Net unrealized and realized gain (loss) ~~(5)~~	Net unrealized and realized gain (loss) ~~(5)~~	—			—			—			Net unrealized and realized gain (loss) ~~(5)~~	0.24			0.24			0.24
Net increase (decrease) in net assets resulting from operations	Net increase (decrease) in net assets resulting from operations	1.53			1.42			1.50			Net increase (decrease) in net assets resulting from operations	2.55			2.39			2.50
Distributions from net investment income (2)	Distributions from net investment income (2)	(1.26)			(1.15)			(1.23)			Distributions from net investment income (2)	(1.91)			(1.75)			(1.86)
Distributions from net realized gains (2)	Distributions from net realized gains (2)	—			—			—			Distributions from net realized gains (2)	—			—			—
Net increase (decrease) in net assets from shareholders' distributions	Net increase (decrease) in net assets from shareholders' distributions	(1.26)			(1.15)			(1.23)			Net increase (decrease) in net assets from shareholders' distributions	(1.91)			(1.75)			(1.86)
Early repurchase deduction fees (5)	Early repurchase deduction fees (5)	—			—			—			Early repurchase deduction fees (5)	—			—			—
Total increase (decrease) in net assets	Total increase (decrease) in net assets	0.27			0.27			0.27			Total increase (decrease) in net assets	0.64			0.64			0.64
Net asset value, end of period	Net asset value, end of period	$	24.86		$	24.86		$	24.86		Net asset value, end of period	$	25.23		$	25.23		$	25.23
Shares outstanding, end of period	Shares outstanding, end of period	636,830,636			312,554,067			7,918,900			Shares outstanding, end of period	682,310,681			340,729,696			13,539,500
Total return based on NAV (3)	Total return based on NAV (3)	6.33		%	5.89		%	6.20		%	Total return based on NAV (3)	10.73		%	10.04		%	10.54		%
Ratios:	Ratios:										Ratios:
Ratio of net expenses to average net assets (4)	Ratio of net expenses to average net assets (4)	10.63		%	11.48		%	10.96		%	Ratio of net expenses to average net assets (4)	10.49		%	11.33		%	10.84		%
Ratio of net investment income to average net assets (4)	Ratio of net investment income to average net assets (4)	12.43		%	11.58		%	12.11		%	Ratio of net investment income to average net assets (4)	12.38		%	11.53		%	12.10		%
Portfolio turnover rate	Portfolio turnover rate	3.48		%	3.48		%	3.48		%	Portfolio turnover rate	7.70		%	7.70		%	7.70		%
Supplemental Data:	Supplemental Data:										Supplemental Data:
Net assets, end of period	Net assets, end of period	$	15,829,602		$	7,769,195		$	196,842		Net assets, end of period	$	17,212,365		$	8,595,719		$	341,579
Asset coverage ratio	Asset coverage ratio	197.7		%	197.7		%	197.7		%	Asset coverage ratio	211.9		%	211.9		%	211.9		%

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

(2)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).

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(3)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.

(4)For the ~~six~~nine months ended ~~June~~September 30, 2023, amounts are annualized except for organizational costs, excise tax, and management fee and income based incentive fee waivers by the Adviser, if any. For the ~~six~~nine months ended ~~June~~September 30, 2023, the ratio of total operating expenses to average net assets was ~~10.63%~~10.49%, ~~11.48%~~11.33%, and ~~10.96%~~10.84% 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, if any, which represented 0.00%, 0.00% and 0.00% on Class I, Class S and Class D, respectively, of average net assets.

(5)The per share amount rounds to less than $0.01 per share, for Class I, Class S and Class D.

133

Table of Contents

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


		For the six months ended June 30, 2022										For the nine months ended September 30, 2022
		Class I			Class S			Class D (7)				Class I			Class S			Class D (7)
Per Share Data (1):	Per Share Data (1):										Per Share Data (1):
Net asset value, beginning of period	Net asset value, beginning of period	$	25.93		$	25.93		$	25.93		Net asset value, beginning of period	$	25.93		$	25.93		$	25.93
Net investment income	Net investment income	1.11			1.00			1.07			Net investment income	1.75			1.59			1.71
Net unrealized and realized gain (loss)(2)	Net unrealized and realized gain (loss)(2)	(1.20)			(1.20)			(1.19)			Net unrealized and realized gain (loss)(2)	(1.43)			(1.43)			(1.43)
Net increase (decrease) in net assets resulting from operations	Net increase (decrease) in net assets resulting from operations	(0.09)			(0.20)			(0.12)			Net increase (decrease) in net assets resulting from operations	0.32			0.16			0.28
Distributions from net investment income (3)	Distributions from net investment income (3)	(1.04)			(0.93)			(1.01)			Distributions from net investment income (3)	(1.64)			(1.47)			(1.59)
Distributions from net realized gains (3)	Distributions from net realized gains (3)	—			—			—			Distributions from net realized gains (3)	—			—			—
Net increase (decrease) in net assets from shareholders' distributions	Net increase (decrease) in net assets from shareholders' distributions	(1.04)			(0.93)			(1.01)			Net increase (decrease) in net assets from shareholders' distributions	(1.64)			(1.47)			(1.59)
Early repurchase deduction fees (6)	Early repurchase deduction fees (6)	—			—			—			Early repurchase deduction fees (6)	0.01			—			—
Total increase (decrease) in net assets	Total increase (decrease) in net assets	(1.13)			(1.13)			(1.13)			Total increase (decrease) in net assets	(1.31)			(1.31)			(1.31)
Net asset value, end of period	Net asset value, end of period	$	24.80		$	24.80		$	24.80		Net asset value, end of period	$	24.62		$	24.62		$	24.62
Shares outstanding, end of period	Shares outstanding, end of period	566,461,843			242,530,420			36,609,942			Shares outstanding, end of period	598,605,098			266,826,806			43,689,711
Total return based on NAV (4)	Total return based on NAV (4)	(0.38)		%	(0.81)		%	(0.51)		%	Total return based on NAV (4)	1.26		%	0.62		%	1.07		%
Ratios:	Ratios:										Ratios:
Ratio of net expenses to average net assets (5)	Ratio of net expenses to average net assets (5)	5.45		%	6.31		%	5.72		%	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)	Ratio of net investment income to average net assets (5)	8.65		%	7.80		%	8.40		%	Ratio of net investment income to average net assets (5)	9.24		%	8.41		%	9.05		%
Portfolio turnover rate	Portfolio turnover rate	3.91		%	3.91		%	3.91		%	Portfolio turnover rate	13.59		%	13.59		%	13.59		%
Supplemental Data:	Supplemental Data:										Supplemental Data:
Net assets, end of period	Net assets, end of period	$	14,048,171		$	6,014,726		$	907,815		Net assets, end of period	$	14,734,969		$	6,568,170		$	1,075,437
Asset coverage ratio	Asset coverage ratio	182.0		%	182.0		%	182.0		%	Asset coverage ratio	181.7		%	181.7		%	181.7		%

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

(2)For the ~~six~~nine months ended ~~June~~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.

(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 ~~six~~nine months ended ~~June~~September 30, 2022, amounts are annualized except for organizational costs, excise tax, and management fee and income based incentive fee waivers by the Adviser, if any. For the ~~six~~nine months ended ~~June~~September 30, 2022, the ratio of total operating expenses to average net assets was ~~5.45%~~5.75%, ~~6.31%~~6.29% and ~~5.72%~~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, if any, which represented 0.00%, 0.00% and 0.00% 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, for Class I, Class S and Class D.

The following is information about the Company’s senior ~~securities:~~securities as of the dates indicated in the below table:


Class and Period	Class and Period	Total Amount Outstanding Exclusive of Treasury Securities (1)		Asset Coverage per Unit(2)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)	Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1)		Asset Coverage per Unit(2)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)
Bard Peak Funding Facility	Bard Peak Funding Facility							Bard Peak Funding Facility
June 30, 2023		$	489,862	$	1,977.0	—	N/A
September 30, 2023								September 30, 2023	$	507,074	$	2,119	—	N/A
December 31, 2022	December 31, 2022	1,235,414		1,845.1		—	N/A	December 31, 2022	1,235,414		1,845		—	N/A
December 31, 2021	December 31, 2021	879,000		1,702.0		—	N/A	December 31, 2021	879,000		1,702		—	N/A

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Class and Period	Class and Period	Total Amount Outstanding Exclusive of Treasury Securities (1)		Asset Coverage per Unit(2)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)	Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1)		Asset Coverage per Unit(2)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)
Castle Peak Funding Facility	Castle Peak Funding Facility							Castle Peak Funding Facility
June 30, 2023		$	1,123,800	$	1,977.0	—	N/A
September 30, 2023								September 30, 2023	$	1,119,717	$	2,119	—	N/A
December 31, 2022	December 31, 2022	1,146,600		1,845.1		—	N/A	December 31, 2022	1,146,600		1,845		—	N/A
December 31, 2021	December 31, 2021	1,171,809		1,702.0		—	N/A	December 31, 2021	1,171,809		1,702		—	N/A
Maroon Peak Funding Facility	Maroon Peak Funding Facility							Maroon Peak Funding Facility
June 30, 2023		—		—		—	N/A
September 30, 2023								September 30, 2023	—		—		—	N/A
December 31, 2022	December 31, 2022	300,000		1,845.1		—	N/A	December 31, 2022	300,000		1,845		—	N/A
December 31, 2021	December 31, 2021	483,952		1,702.0		—	N/A	December 31, 2021	483,952		1,702		—	N/A
Summit Peak Funding Facility	Summit Peak Funding Facility							Summit Peak Funding Facility
June 30, 2023		910,369		1,977.0		—	N/A
September 30, 2023								September 30, 2023	531,099		2,119		—	N/A
December 31, 2022	December 31, 2022	1,691,844		1,845.1		—	N/A	December 31, 2022	1,691,844		1,845		—	N/A
December 31, 2021	December 31, 2021	1,643,154		1,702.0		—	N/A	December 31, 2021	1,643,154		1,702		—	N/A
Denali Peak Funding Facility	Denali Peak Funding Facility							Denali Peak Funding Facility
June 30, 2023		562,800		1,977.0		—	N/A
September 30, 2023								September 30, 2023	562,800		2,119		—	N/A
December 31, 2022	December 31, 2022	749,800		1,845.1		—	N/A	December 31, 2022	749,800		1,845		—	N/A
December 31, 2021	December 31, 2021	668,400		1,702.0		—	N/A	December 31, 2021	668,400		1,702		—	N/A
Bushnell Peak Funding Facility	Bushnell Peak Funding Facility							Bushnell Peak Funding Facility
June 30, 2023		430,000		1,977.0		—	N/A
September 30, 2023								September 30, 2023	430,000		2,119		—	N/A
December 31, 2022	December 31, 2022	400,000		1,845.1		—	N/A	December 31, 2022	400,000		1,845		—	N/A
December 31, 2021	December 31, 2021	395,500		1,702.0		—	N/A	December 31, 2021	395,500		1,702		—	N/A
Granite Peak Funding Facility	Granite Peak Funding Facility							Granite Peak Funding Facility
June 30, 2023		675,600		1,977.0		—	N/A
September 30, 2023								September 30, 2023	675,600		2,119		—	N/A
December 31, 2022	December 31, 2022	647,600		1,845.1		—	N/A	December 31, 2022	647,600		1,845		—	N/A
December 31, 2021	December 31, 2021	248,000		1,702.0		—	N/A	December 31, 2021	248,000		1,702		—	N/A
Middle Peak Funding Facility	Middle Peak Funding Facility							Middle Peak Funding Facility
June 30, 2023		600,950		1,977.0		—	N/A
September 30, 2023								September 30, 2023	600,950		2,119		—	N/A
December 31, 2022	December 31, 2022	596,950		1,845.1		—	N/A	December 31, 2022	596,950		1,845		—	N/A
December 31, 2021	December 31, 2021	799,550		1,702.0		—	N/A	December 31, 2021	799,550		1,702		—	N/A
Bison Peak Funding Facility	Bison Peak Funding Facility							Bison Peak Funding Facility
June 30, 2023		1,200,000		1,977.0		—	N/A
September 30, 2023								September 30, 2023	700,000		2,119		—	N/A
December 31, 2022	December 31, 2022	1,182,000		1,845.1		—	N/A	December 31, 2022	1,182,000		1,845		—	N/A
December 31, 2021	December 31, 2021	1,320,800		1,702.0		—	N/A	December 31, 2021	1,320,800		1,702		—	N/A
Blanca Peak Funding Facility	Blanca Peak Funding Facility							Blanca Peak Funding Facility
June 30, 2023		1,343,000		1,977.0		—	N/A
September 30, 2023								September 30, 2023	1,375,100		2,119		—	N/A
December 31, 2022	December 31, 2022	1,081,000		1,845.1		—	N/A	December 31, 2022	1,081,000		1,845		—	N/A
December 31, 2021	December 31, 2021	892,800		1,702.0		—	N/A	December 31, 2021	892,800		1,702		—	N/A
Windom Peak Funding Facility	Windom Peak Funding Facility							Windom Peak Funding Facility
June 30, 2023		1,384,025		1,977.0		—	N/A
September 30, 2023								September 30, 2023	1,290,314		2,119		—	N/A
December 31, 2022	December 31, 2022	1,741,465		1,845.1		—	N/A	December 31, 2022	1,741,465		1,845		—	N/A
December 31, 2021	December 31, 2021	989,759		1,702.0		—	N/A	December 31, 2021	989,759		1,702		—	N/A
Monarch Peak Funding Facility	Monarch Peak Funding Facility							Monarch Peak Funding Facility
June 30, 2023		1,400,400		1,977.0		—	N/A
September 30, 2023								September 30, 2023	1,400,400		2,119		—	N/A
December 31, 2022	December 31, 2022	873,400		1,845.1		—	N/A	December 31, 2022	873,400		1,845		—	N/A
December 31, 2021	December 31, 2021	567,400		1,702.0		—	N/A	December 31, 2021	567,400		1,702		—	N/A

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Class and Period	Class and Period	Total Amount Outstanding Exclusive of Treasury Securities (1)		Asset Coverage per Unit(2)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)	Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1)		Asset Coverage per Unit(2)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)
Borah Peak Funding Facility	Borah Peak Funding Facility							Borah Peak Funding Facility
June 30, 2023		$	80,000	$	1,977.0	—	N/A
September 30, 2023								September 30, 2023	$	80,000	$	2,119	—	N/A
December 31, 2022	December 31, 2022	223,000		1,845.1		—	N/A	December 31, 2022	223,000		1,845		—	N/A
2022-1 BSL WH	2022-1 BSL WH							2022-1 BSL WH
June 30, 2023		—		—		—	N/A
September 30, 2023								September 30, 2023	—		—		—	N/A
December 31, 2022	December 31, 2022	148,000		1,845.1		—	N/A	December 31, 2022	148,000		1,845		—	N/A
Naomi Peak Funding Facility	Naomi Peak Funding Facility							Naomi Peak Funding Facility
June 30, 2023		385,000		1,977.0		—	N/A
September 30, 2023								September 30, 2023	385,000		2,119		—	N/A
December 31, 2022	December 31, 2022	400,000		1,845.1		—	N/A	December 31, 2022	400,000		1,845		—	N/A
Meridian Peak Funding Facility	Meridian Peak Funding Facility							Meridian Peak Funding Facility
June 30, 2023		220,000		1,977.0		—	N/A
September 30, 2023								September 30, 2023	220,000		2,119		—	N/A
December 31, 2022	December 31, 2022	170,000		1,845.1		—	N/A	December 31, 2022	170,000		1,845		—	N/A
Haydon Peak Funding Facility	Haydon Peak Funding Facility							Haydon Peak Funding Facility
June 30, 2023		49,000		1,977.0		—	N/A
September 30, 2023								September 30, 2023	49,000		2,119		—	N/A
December 31, 2022	December 31, 2022	49,000		1,845.1		—	N/A	December 31, 2022	49,000		1,845		—	N/A
Bear Peak Funding Facility	Bear Peak Funding Facility							Bear Peak Funding Facility
June 30, 2023		173,292		1,977.0		—	N/A
September 30, 2023								September 30, 2023	370,660		2,119		—	N/A
December 31, 2022	December 31, 2022	166,031		1,845.1		—	N/A	December 31, 2022	166,031		1,845		—	N/A
Revolving Credit Facility	Revolving Credit Facility							Revolving Credit Facility
June 30, 2023		1,154,373		1,977.0		—	N/A
September 30, 2023								September 30, 2023	1,092,402		2,119		—	N/A
December 31, 2022	December 31, 2022	1,470,758		1,845.1		—	N/A	December 31, 2022	1,470,758		1,845		—	N/A
December 31, 2021	December 31, 2021	1,144,422		1,702.0		—	N/A	December 31, 2021	1,144,422		1,702		—	N/A
June 2024 Notes	June 2024 Notes							June 2024 Notes
June 30, 2023		435,000		1,977.0		—	N/A
September 30, 2023								September 30, 2023	435,000		2,119		—	N/A
December 31, 2022	December 31, 2022	435,000		1,845.1		—	N/A	December 31, 2022	435,000		1,845		—	N/A
December 31, 2021	December 31, 2021	435,000		1,702.0		—	N/A	December 31, 2021	435,000		1,702		—	N/A
June 2026 Notes	June 2026 Notes							June 2026 Notes
June 30, 2023		400,000		1,977.0		—	N/A
September 30, 2023								September 30, 2023	400,000		2,119		—	N/A
December 31, 2022	December 31, 2022	400,000		1,845.1		—	N/A	December 31, 2022	400,000		1,845		—	N/A
December 31, 2021	December 31, 2021	400,000		1,702.0		—	N/A	December 31, 2021	400,000		1,702		—	N/A
May 2027 Notes	May 2027 Notes							May 2027 Notes
June 30, 2023		625,000		1,977.0		—	N/A
September 30, 2023								September 30, 2023	625,000		2,119		—	N/A
December 31, 2022	December 31, 2022	625,000		1,845.1		—	N/A	December 31, 2022	625,000		1,845		—	N/A
October 2027 Notes	October 2027 Notes							October 2027 Notes
June 30, 2023		350,000		1,977.0		—	N/A
September 30, 2023								September 30, 2023	350,000		2,119		—	N/A
December 31, 2022	December 31, 2022	350,000		1,845.1		—	N/A	December 31, 2022	350,000		1,845		—	N/A
September 2024 Notes	September 2024 Notes							September 2024 Notes
June 30, 2023		365,000		1,977.0		—	N/A
September 30, 2023								September 30, 2023	365,000		2,119		—	N/A
December 31, 2022	December 31, 2022	365,000		1,845.1		—	N/A	December 31, 2022	365,000		1,845		—	N/A
December 31, 2021	December 31, 2021	365,000		1,702.0		—	N/A	December 31, 2021	365,000		1,702		—	N/A
December 2026 Notes	December 2026 Notes							December 2026 Notes
June 30, 2023		1,250,000		1,977.0		—	N/A
September 30, 2023								September 30, 2023	1,250,000		2,119		—	N/A
December 31, 2022	December 31, 2022	1,250,000		1,845.1		—	N/A	December 31, 2022	1,250,000		1,845		—	N/A
December 31, 2021	December 31, 2021	1,250,000		1,702.0		—	N/A	December 31, 2021	1,250,000		1,702		—	N/A

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Class and Period	Class and Period	Total Amount Outstanding Exclusive of Treasury Securities (1)		Asset Coverage per Unit(2)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)	Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1)		Asset Coverage per Unit(2)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)
November 2026 Eurobonds	November 2026 Eurobonds							November 2026 Eurobonds
June 30, 2023		$	545,550	$	1,977.0	—	N/A
September 30, 2023								September 30, 2023	$	529,375	$	2,119	—	N/A
December 31, 2022	December 31, 2022	534,975		1,845.1		—	N/A	December 31, 2022	534,975		1,845		—	N/A
December 31, 2021	December 31, 2021	569,958		1,702.0		—	N/A	December 31, 2021	569,958		1,702		—	N/A
November 2024 Notes	November 2024 Notes							November 2024 Notes
June 30, 2023		500,000		1,977.0		—	N/A
September 30, 2023								September 30, 2023	500,000		2,119		—	N/A
December 31, 2022	December 31, 2022	500,000		1,845.1		—	N/A	December 31, 2022	500,000		1,845		—	N/A
December 31, 2021	December 31, 2021	500,000		1,702.0		—	N/A	December 31, 2021	500,000		1,702		—	N/A
March 2027 Notes	March 2027 Notes							March 2027 Notes
June 30, 2023		1,000,000		1,977.0		—	N/A
September 30, 2023								September 30, 2023	1,000,000		2,119		—	N/A
December 31, 2022	December 31, 2022	1,000,000		1,845.1		—	N/A	December 31, 2022	1,000,000		1,845		—	N/A
December 31, 2021	December 31, 2021	1,000,000		1,702.0		—	N/A	December 31, 2021	1,000,000		1,702		—	N/A
January 2025 Notes	January 2025 Notes							January 2025 Notes
June 30, 2023		500,000		1,977.0		—	N/A
September 30, 2023								September 30, 2023	500,000		2,119		—	N/A
December 31, 2022	December 31, 2022	500,000		1,845.1		—	N/A	December 31, 2022	500,000		1,845		—	N/A
January 2029 Notes	January 2029 Notes							January 2029 Notes
June 30, 2023		650,000		1,977.0		—	N/A
September 30, 2023								September 30, 2023	650,000		2,119		—	N/A
December 31, 2022	December 31, 2022	650,000		1,845.1		—	N/A	December 31, 2022	650,000		1,845		—	N/A
March 2025 Notes	March 2025 Notes							March 2025 Notes
June 30, 2023		900,000		1,977.0		—	N/A
September 30, 2023								September 30, 2023	900,000		2,119		—	N/A
December 31, 2022	December 31, 2022	900,000		1,845.1		—	N/A	December 31, 2022	900,000		1,845		—	N/A
April 2026 UK Bonds	April 2026 UK Bonds							April 2026 UK Bonds
June 30, 2023		317,375		1,977.0		—	N/A
September 30, 2023								September 30, 2023	305,150		2,119		—	N/A
December 31, 2022	December 31, 2022	301,725		1,845.1		—	N/A	December 31, 2022	301,725		1,845		—	N/A
September 2025 Notes	September 2025 Notes							September 2025 Notes
June 30, 2023		800,000		1,977.0		—	N/A
September 30, 2023								September 30, 2023	800,000		2,119		—	N/A
December 31, 2022	December 31, 2022	800,000		1,845.1		—	N/A	December 31, 2022	800,000		1,845		—	N/A
2021-1 BSL Notes	2021-1 BSL Notes							2021-1 BSL Notes
June 30, 2023		663,000		1,977.0		—	N/A
September 30, 2023								September 30, 2023	663,000		2,119		—	N/A
December 31, 2022	December 31, 2022	663,000		1,845.1		—	N/A	December 31, 2022	663,000		1,845		—	N/A
December 31, 2021	December 31, 2021	663,000		1,702.0		—	N/A	December 31, 2021	663,000		1,702		—	N/A
2021-2 Notes	2021-2 Notes							2021-2 Notes
June 30, 2023		505,800		1,977.0		—	N/A
September 30, 2023								September 30, 2023	505,800		2,119		—	N/A
December 31, 2022	December 31, 2022	505,800		1,845.1		—	N/A	December 31, 2022	505,800		1,845		—	N/A
December 31, 2021	December 31, 2021	505,800		1,702.0		—	N/A	December 31, 2021	505,800		1,702		—	N/A
MML 2021-1 Debt	MML 2021-1 Debt							MML 2021-1 Debt
June 30, 2023		690,000		1,977.0		—	N/A
September 30, 2023								September 30, 2023	690,000		2,119		—	N/A
December 31, 2022	December 31, 2022	690,000		1,845.1		—	N/A	December 31, 2022	690,000		1,845		—	N/A
December 31, 2021	December 31, 2021	690,000		1,702.0		—	N/A	December 31, 2021	690,000		1,702		—	N/A
MML 2022-1 Debt	MML 2022-1 Debt							MML 2022-1 Debt
June 30, 2023		759,000		1,977.0		—	N/A
September 30, 2023								September 30, 2023	759,000		2,119		—	N/A
December 31, 2022	December 31, 2022	759,000		1,845.1		—	N/A	December 31, 2022	759,000		1,845		—	N/A
2022-1 BSL Debt	2022-1 BSL Debt							2022-1 BSL Debt
June 30, 2023		420,000		1,977.0		—	N/A
September 30, 2023								September 30, 2023	420,000		2,119		—	N/A
December 31, 2022	December 31, 2022	420,000		1,845.1		—	N/A	December 31, 2022	420,000		1,845		—	N/A

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Class and Period	Class and Period	Total Amount Outstanding Exclusive of Treasury Securities (1)		Asset Coverage per Unit(2)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)	Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1)		Asset Coverage per Unit(2)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)
MML 2022-2 Debt	MML 2022-2 Debt							MML 2022-2 Debt
June 30, 2023		$	300,500	$	1,977.0	—	N/A
September 30, 2023								September 30, 2023	$	300,500	$	2,119	—	N/A
December 31, 2022	December 31, 2022	300,500		1,845.1		—	N/A	December 31, 2022	300,500		1,845		—	N/A
Short-Term Borrowings	Short-Term Borrowings							Short-Term Borrowings
June 30, 2023		201,167		1,977.0		—	N/A
September 30, 2023								September 30, 2023	28,546		2,119		—	N/A
December 31, 2022	December 31, 2022	619,377		1,845.1		—	N/A	December 31, 2022	619,377		1,845		—	N/A
December 31, 2021	December 31, 2021	718,156		1,702.0		—	N/A	December 31, 2021	718,156		1,702		—	N/A

(1)Total amount of each class of senior securities outstanding at the end of the period presented.

(2)Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.

(3)The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The “-” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.

(4)Not applicable because the senior securities are not registered for public trading.

As of ~~June~~September 30, 2023 and December 31, 2022 the aggregate principal amount of indebtedness outstanding was ~~$24.4~~$23.4 billion and $26.8 billion, respectively.

Note 11. Joint Ventures

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 “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 initially committed to contribute up to $1,500 million and $500 million of capital, respectively, to the Emerald JV. The Company initially contributed $733.4 million of cash, and the Emerald JV Partner contributed net assets of $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 75% and 25%, respectively.

On September 26, 2022, the Company and the Emerald JV Partner agreed to increase their capital commitments to the Emerald JV to $2,250.0 million and $750.0 million, respectively. The Company made capital contributions to the Emerald JV in an aggregate amount of $940.5 million (consisting of cash capital contributions of $670.2 million and an in-kind capital contribution of investments valued at $270.3 million), the Emerald JV Partner made capital contributions to the Emerald JV of approximately $313.5 million (consisting of a cash contribution of $251.4 million and an in-kind capital contribution of investments valued at $62.1 million), and certain of the subsidiaries of the Company sold investments to the Emerald JV for an aggregate cash purchase price of $1,971.6 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 75% and 25%, respectively.

The Company and the Emerald JV partner may, from time-to-time, make additional contributions of capital or may receive returns of capital from the Emerald JV. As of ~~June~~September 30, 2023 and December 31, 2022, the Company had contributed $2,002.5 million and $2,115.0 million, respectively, and the Emerald JV Partner had contributed $667.5 million and $705.0 million of capital, respectively.

As of ~~June~~September 30, 2023 and December 31, 2022, $247.5 million and $135.0 million of capital remained uncalled from the Company and $82.5 million and $45.0 million of capital remained uncalled from the Emerald JV Partner, respectively. As of ~~June~~September 30, 2023 and December 31, 2022, the equity ownership interests of the Company and the Emerald JV Partner in the Emerald JV were 75% and 25%, respectively.

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Table of Contents

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, the decision to call additional capital up to the amounts committed by the Company and the Emerald JV Partner, the decision to return capital or to make distributions, 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.

The Company has determined that the Emerald JV is an investment company under ASC 946, and in accordance with ASC 946, the Company will generally not consolidate its investment in a company other than a wholly-owned investment company subsidiary. Further, 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 - Consolidation (“ASC 810”). However, the Company is not deemed to be the primary beneficiary of the Emerald JV as there is equal power between the Company and JV Partner. Accordingly, the Company does not consolidate the Emerald JV.

The Company's investment in the Emerald JV is disclosed on the Company’s Condensed Consolidated Schedule of Investments as of ~~June~~September 30, 2023 and December 31, 2022.

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Table of Contents

The following table presents the consolidated schedule of investments of the Emerald JV as of ~~June~~September 30, 2023:


BCRED Emerald JV LP Consolidated Schedule of Investments June 30, 2023 (in thousands) (Unaudited)

BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)															BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets				Investments (1)		Footnotes		Reference Rate and Spread		Interest Rate (2)(15)			Maturity Date			Par Amount/Units (1)			Cost (3)			Fair Value	% of Net Assets
First Lien Debt	First Lien Debt														First Lien Debt
Aerospace & Defense	Aerospace & Defense														Aerospace & Defense
Amentum Government Services Holdings, LLC	Amentum Government Services Holdings, LLC	(4)(8)	SOFR +	4.00%	9.22%	1/29/2027	$	2,962	$	2,879	$	2,925	0.11	%	Amentum Government Services Holdings, LLC	(8)	SOFR +	4.00%		9.43%		1/29/2027		$	2,954		$	2,877		$	2,939		0.11	%
Atlas CC Acquisition Corp.	Atlas CC Acquisition Corp.	(10)	SOFR +	4.25%	9.78%	5/25/2028	9,869		9,520		8,625		0.32		Atlas CC Acquisition Corp.	(10)	SOFR +	4.25%		9.93%		5/25/2028		9,844			9,513			9,244			0.34
Loar Group, Inc.	Loar Group, Inc.	(4)(11)	SOFR +	7.25%	12.45%	9/29/2023	27,904		27,904		27,904		1.04		Loar Group, Inc.	(4)(11)	SOFR +	7.25%		12.67%		10/16/2025		27,794			27,794			27,794			1.03
Peraton Corp.	Peraton Corp.	(10)	SOFR +	3.75%	8.95%	2/1/2028	5,443		5,363		5,359		0.20		Peraton Corp.	(10)	SOFR +	3.75%		9.17%		2/1/2028		5,413			5,338			5,409			0.20
TransDigm Inc	TransDigm Inc	(8)	SOFR +	3.25%	8.49%	2/22/2027	311		305		311		0.01		TransDigm Inc	(8)	SOFR +	3.25%		8.64%		2/22/2027		310			305			311			0.01
Vertex Aerospace Services Corp.	Vertex Aerospace Services Corp.	(10)	SOFR +	3.50%	8.95%	12/6/2028	2,963		2,974		2,966		0.11		Vertex Aerospace Services Corp.	(10)	SOFR +	3.50%		8.92%		12/6/2028		2,955			2,966			2,960			0.11
									48,945		48,090		1.79														48,793			48,657			1.80
Air Freight & Logistics	Air Freight & Logistics														Air Freight & Logistics
AGI-CFI Holdings, Inc.	AGI-CFI Holdings, Inc.	(4)(10)	SOFR +	5.75%	10.86%	6/11/2027	24,364		24,186		23,573		0.88		AGI-CFI Holdings, Inc.	(4)(10)	SOFR +	5.75%		11.29%		6/11/2027		24,302			24,136			23,695			0.88
Mode Purchaser, Inc.	Mode Purchaser, Inc.	(4)(11)	SOFR +	6.25%	11.44%	12/9/2026	32,101		32,101		32,101		1.20		Mode Purchaser, Inc.	(4)(11)	SOFR +	6.25%		11.77%		12/9/2026		32,101			32,101			32,101			1.19
RWL Holdings, LLC	RWL Holdings, LLC	(4)(7)(10)	SOFR +	5.75%	11.14%	12/31/2028	21,577		21,194		21,093		0.79		RWL Holdings, LLC	(4)(10)	SOFR +	5.75%		11.29%		12/31/2028		26,707			26,303			25,639			0.95
SEKO Global Logistics Network, LLC	SEKO Global Logistics Network, LLC	(4)(5)(11)	SOFR +	4.75%	10.14%	12/30/2026	27,677		27,562		27,470		1.02		SEKO Global Logistics Network, LLC	(4)(11)	SOFR +	4.75%		10.47%		12/30/2026		27,610			27,500			27,403			1.01
SEKO Global Logistics Network, LLC	SEKO Global Logistics Network, LLC	(4)(5)(11)	SOFR +	4.75%	9.91%	12/30/2026	7,467		7,436		7,411		0.28		SEKO Global Logistics Network, LLC	(4)(11)	SOFR +	4.75%		10.47%		12/30/2026		7,448			7,419			7,392			0.27
									112,479		111,648		4.17														117,459			116,230			4.30
Airlines	Airlines														Airlines
Air Canada	Air Canada	(10)	L +	3.50%	8.84%	8/11/2028	3,960		3,929		3,965		0.15		Air Canada	(10)	SOFR +	3.50%		9.13%		8/11/2028		3,950			3,920			3,958			0.15
American Airlines, Inc.	American Airlines, Inc.	(10)	SOFR +	4.75%	10.00%	4/20/2028	3,815		3,927		3,902		0.15		American Airlines, Inc.	(10)	SOFR +	4.75%		10.34%		4/20/2028		3,624			3,725			3,740			0.14
Brown Group Holdings, LLC															Brown Group Holdings, LLC	(9)	SOFR +	2.75%		8.17%		6/7/2028		5,903			5,683			5,861			0.22
KKR Apple Bidco, LLC	KKR Apple Bidco, LLC	(9)	SOFR +	2.75%	9.27%	9/23/2028	5,925		5,772		5,884		0.22		KKR Apple Bidco, LLC	(9)	SOFR +	2.75%		8.18%		9/23/2028		5,910			5,764			5,879			0.22
United Airlines, Inc.	United Airlines, Inc.	(10)	L +	3.75%	9.29%	4/21/2028	3,151		3,133		3,155		0.12		United Airlines, Inc.	(10)	SOFR +	3.75%		9.18%		4/21/2028		3,143			3,126			3,153			0.12
									16,761		16,906		0.64														22,218			22,591			0.85
Beverages	Beverages														Beverages
Triton Water Holdings, Inc.	Triton Water Holdings, Inc.	(9)	SOFR +	3.25%	8.49%	3/31/2028	4,846		4,786		4,697		0.18		Triton Water Holdings, Inc.	(9)	SOFR +	3.25%		8.90%		3/31/2028		4,834			4,777			4,721			0.17
Building Products	Building Products														Building Products
Cornerstone Building Brands, Inc.	Cornerstone Building Brands, Inc.	(9)	SOFR +	3.25%	8.50%	4/12/2028	1,477		1,454		1,420		0.05		Cornerstone Building Brands, Inc.	(9)	SOFR +	3.25%		8.68%		4/12/2028		1,474			1,452			1,442			0.05
CP Atlas Buyer, Inc.	CP Atlas Buyer, Inc.	(9)	SOFR +	3.50%	8.95%	11/23/2027	3,941		3,950		3,720		0.14		CP Atlas Buyer, Inc.	(9)	SOFR +	3.75%		9.17%		11/23/2027		3,628			3,635			3,432			0.13
Express Wash Concepts, LLC		(4)(11)	SOFR +	4.50%	11.66%	4/30/2027	10,395		10,311		10,083		0.38
Express Wash Concepts, LLC		(4)(7)(11)	SOFR +	4.50%	11.45%	4/30/2027	13,563		13,364		12,829		0.48
Fencing Supply Group Acquisition, LLC	Fencing Supply Group Acquisition, LLC	(4)(5)(11)	SOFR +	6.00%	11.65%	2/26/2027	19,604		19,534		19,604		0.73		Fencing Supply Group Acquisition, LLC	(4)(11)	SOFR +	6.00%		11.65%		2/26/2027		19,537			19,471			19,048			0.70
Griffon Corporation	Griffon Corporation	(9)	SOFR +	2.25%	7.64%	1/24/2029	2,450		2,391		2,446		0.09		Griffon Corporation	(9)	SOFR +	2.25%		7.79%		1/24/2029		2,315			2,263			2,318			0.09
iHeartCommunications, Inc.		(8)	SOFR +	3.00%	8.22%	5/1/2026	5,000		4,823		4,343		0.16
Kodiak BP, LLC	Kodiak BP, LLC	(10)	SOFR +	3.25%	8.75%	3/12/2028	4,924		4,875		4,813		0.18		Kodiak BP, LLC	(10)	SOFR +	3.25%		8.90%		3/12/2028		4,911			4,865			4,911			0.18
Latham Pool Products, Inc.	Latham Pool Products, Inc.	(7)(9)	SOFR +	3.75%	9.31%	2/23/2029	29,625		28,781		27,523		1.03		Latham Pool Products, Inc.	(7)(9)	SOFR +	4.00%		9.53%		2/23/2029		28,627			27,923			27,191			1.01
Lindstrom, LLC	Lindstrom, LLC	(4)(11)	SOFR +	6.25%	11.51%	4/7/2025	27,569		27,569		27,293		1.02		Lindstrom, LLC	(4)(11)	SOFR +	6.25%		11.68%		4/7/2025		27,569			27,569			27,293			1.01
Tamko Building Product, LLC	Tamko Building Product, LLC	(8)	SOFR +	3.00%	8.40%	6/1/2026	2,962		2,884		2,947		0.11		Tamko Building Product, LLC	(8)	SOFR +	3.50%		8.90%		9/20/2030		2,962			2,962			2,952			0.11
The Chamberlain Group, Inc.	The Chamberlain Group, Inc.	(9)	SOFR +	3.25%	8.45%	11/3/2028	4,925		4,873		4,822		0.18		The Chamberlain Group, Inc.	(9)	SOFR +	3.25%		8.67%		11/3/2028		4,913			4,863			4,846			0.18
Windows Acquisition Holdings, Inc.	Windows Acquisition Holdings, Inc.	(4)(5)(11)	SOFR +	6.50%	11.89%	12/29/2026	9,927		9,927		9,927		0.37		Windows Acquisition Holdings, Inc.	(4)(11)	SOFR +	6.50%		12.04%		12/29/2026		9,927			9,927			9,927			0.37
									134,736		131,770		4.92														104,930			103,360			3.83
Capital Markets	Capital Markets														Capital Markets
Advisor Group Holdings, Inc.	Advisor Group Holdings, Inc.	(8)	L +	4.50%	9.69%	7/31/2026	9,026		8,776		9,044		0.34		Advisor Group Holdings, Inc.	(8)	SOFR +	4.50%		9.82%		8/17/2028		9,026			8,938			9,032			0.33
AllSpring Buyer, LLC	AllSpring Buyer, LLC	(9)	SOFR +	3.00%	8.75%	11/1/2028	1,975		1,983		1,947		0.07		AllSpring Buyer, LLC	(9)	SOFR +	3.00%		8.95%		11/1/2028		1,970			1,978			1,954			0.07
Resolute Investment Managers, Inc.	Resolute Investment Managers, Inc.	(11)	L +	4.25%	9.79%	4/30/2024	1,457		1,459		1,076		0.04		Resolute Investment Managers, Inc.	(11)	SOFR +	4.25%		9.79%		4/30/2024		1,452			1,453			916			0.03
Situs-AMC Holdings Corporation	Situs-AMC Holdings Corporation	(4)(11)	SOFR +	5.50%	10.84%	12/22/2027	95,715		94,576		94,758		3.53		Situs-AMC Holdings Corporation	(4)(11)	SOFR +	5.50%		10.99%		12/22/2027		89,845			88,836			88,947			3.29
Superannuation And Investments US, LLC	Superannuation And Investments US, LLC	(9)	L +	3.75%	8.97%	12/1/2028	1,970		1,980		1,965		0.07		Superannuation And Investments US, LLC	(9)	SOFR +	3.75%		9.18%		12/1/2028		1,965			1,975			1,965			0.07
The Edelman Financial Engines Center, LLC	The Edelman Financial Engines Center, LLC	(10)	L +	3.75%	8.94%	4/7/2028	8,647		8,380		8,447		0.32		The Edelman Financial Engines Center, LLC	(10)	SOFR +	3.50%		8.94%		4/7/2028		8,625			8,373			8,549			0.32
									117,154		117,237		4.37														111,553			111,363			4.11
Chemicals	Chemicals														Chemicals
DCG Acquisition Corp.	DCG Acquisition Corp.	(8)	SOFR +	4.50%	9.70%	9/30/2026	2,955		2,955		2,914		0.11		DCG Acquisition Corp.	(8)	SOFR +	4.50%		9.92%		9/30/2026		2,947			2,947			2,930			0.11
Messer GMBH															Messer GMBH	(8)	SOFR +	2.50%		8.15%		3/2/2026		2,969			2,929			2,970			0.11
Pigments Services, Inc.	Pigments Services, Inc.	(4)(11)(17)	SOFR +	8.25%	13.24%	4/14/2030	5,709		4,717		3,600		0.13		Pigments Services, Inc.	(4)(11)(17)	SOFR +	8.35%		13.68%		4/14/2030		5,709			4,717			3,483			0.13
Pigments Services, Inc.	Pigments Services, Inc.	(4)(11)	SOFR +	8.25%	13.24% (incl. 13.24% PIK)	4/14/2030	2,788		2,788		2,788		0.10		Pigments Services, Inc.	(4)(11)	SOFR +	8.35%		13.68% (incl. 13.68% PIK)		4/14/2030		2,950			2,950			2,950			0.11
									10,460		9,302		0.34														13,543			12,333			0.46
Commercial Services & Supplies
Access CIG, LLC		(8)	L +	3.75%	8.94%	2/27/2025	5,758		5,732		5,705		0.21
Allied Universal Holdco, LLC		(9)	SOFR +	3.75%	8.95%	5/12/2028	8,875		8,665		8,643		0.32
Anticimex, Inc.		(9)	SOFR +	3.40%	8.45%	11/16/2028	4,941		4,759		4,887		0.18
Anticimex, Inc.		(4)(9)	SOFR +	4.75%	10.11%	11/16/2028	24,813		23,692		24,750		0.92
Bazaarvoice, Inc.		(4)(7)(8)	SOFR +	5.75%	10.74%	5/7/2028	19,520		19,520		19,520		0.73
Belfor Holdings, Inc.		(8)	SOFR +	4.00%	9.22%	4/6/2026	3,949		3,934		3,951		0.15
DG Investment Intermediate Holdings 2, Inc.		(10)	SOFR +	3.75%	8.97%	3/31/2028	7,904		7,804		7,776		0.29
EAB Global, Inc.		(9)	L +	3.50%	8.87%	8/16/2028	4,930		4,852		4,881		0.18
Energizer Holdings Inc		(9)	L +	3.75%	8.97%	12/8/2028	4,692		4,669		4,628		0.17
First Advantage Holdings, LLC		(8)	SOFR +	2.75%	7.97%	1/31/2027	6,000		5,906		6,000		0.22
Foundational Education Group, Inc.		(4)(9)	SOFR +	3.75%	9.47%	8/31/2028	3,950		3,830		3,482		0.13

~~135~~140

Table of Contents


BCRED Emerald JV LP Consolidated Schedule of Investments June 30, 2023 (in thousands) (Unaudited)

BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)															BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets				Investments (1)		Footnotes		Reference Rate and Spread		Interest Rate (2)(15)			Maturity Date			Par Amount/Units (1)			Cost (3)			Fair Value	% of Net Assets
First Lien Debt (continued)	First Lien Debt (continued)														First Lien Debt (continued)
Commercial Services & Supplies (continued)
Commercial Services & Supplies															Commercial Services & Supplies
Access CIG, LLC															Access CIG, LLC	(9)	SOFR +	5.00%		10.32%		8/18/2028		$	19,610		$	19,248		$	19,389		0.72	%
Allied Universal Holdco, LLC															Allied Universal Holdco, LLC	(9)	SOFR +	3.75%		9.17%		5/12/2028		8,852			8,654			8,565			0.32
Allied Universal Holdco, LLC															Allied Universal Holdco, LLC	(9)	SOFR +	4.75%		10.07%		5/12/2028		25,000			24,259			24,688			0.91
Anticimex, Inc.															Anticimex, Inc.	(9)	SOFR +	3.15%		8.45%		11/16/2028		4,929			4,755			4,902			0.18
Anticimex, Inc.															Anticimex, Inc.	(4)(9)	SOFR +	4.40%		9.92%		11/16/2028		24,750			23,684			24,688			0.91
Bazaarvoice, Inc.															Bazaarvoice, Inc.	(4)(7)(8)	SOFR +	5.75%		10.47%		5/7/2028		19,470			19,470			19,470			0.72
Belfor Holdings, Inc.															Belfor Holdings, Inc.	(8)	SOFR +	4.00%		9.43%		4/6/2026		3,938			3,925			3,947			0.15
DG Investment Intermediate Holdings 2, Inc.															DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	3.75%		9.18%		3/31/2028		7,884			7,790			7,763			0.29
EAB Global, Inc.															EAB Global, Inc.	(9)	SOFR +	3.50%		8.87%		8/16/2028		4,922			4,835			4,895			0.18
Energizer Holdings Inc															Energizer Holdings Inc	(9)	SOFR +	3.75%		9.18%		12/8/2028		4,681			4,658			4,635			0.17
First Advantage Holdings, LLC															First Advantage Holdings, LLC	(8)	SOFR +	2.75%		8.18%		1/31/2027		6,000			5,912			6,012			0.22
Foundational Education Group, Inc.															Foundational Education Group, Inc.	(9)	SOFR +	4.25%		9.88%		8/31/2028		3,940			3,827			3,700			0.14
Garda World Security Corp.	Garda World Security Corp.	(8)	SOFR +	4.25%	9.33%	2/1/2029	$	5,955	$	5,745	$	5,903	0.22	%	Garda World Security Corp.	(8)	SOFR +	4.25%		9.75%		2/1/2029		5,940			5,740			5,947			0.22
Garda World Security Corp.	Garda World Security Corp.	(8)	SOFR +	4.25%	9.43%	10/30/2026	3,000		3,014		2,989		0.11		Garda World Security Corp.	(8)	SOFR +	4.25%		9.75%		10/30/2026		3,000			3,013			3,003			0.11
Genuine Financial Holdings, LLC		(8)	L +	3.75%	8.94%	7/11/2025	8,181		8,057		8,183		0.31
International SOS The Americas LP	International SOS The Americas LP	(4)(9)	SOFR +	3.75%	9.31%	9/7/2028	1,970		1,976		1,968		0.07		International SOS The Americas LP	(4)(9)	SOFR +	3.75%		9.40%		9/7/2028		1,965			1,971			1,961			0.07
Java Buyer, Inc.	Java Buyer, Inc.	(4)(10)	SOFR +	5.75%	11.10%	12/15/2027	9,683		9,537		9,393		0.35		Java Buyer, Inc.	(4)(10)	SOFR +	5.75%		11.26%		12/15/2027		9,651			9,514			9,555			0.35
Java Buyer, Inc.	Java Buyer, Inc.	(4)(7)(10)	SOFR +	5.75%	11.13%	12/15/2027	1,664		1,622		1,511		0.06		Java Buyer, Inc.	(4)(7)(10)	SOFR +	5.75%		11.22%		12/15/2027		2,653			2,606			2,602			0.10
JSS Holdings, Inc.	JSS Holdings, Inc.	(4)(10)	SOFR +	6.00%	11.31%	12/18/2028	36,737		36,529		36,737		1.37		JSS Holdings, Inc.	(4)(10)	SOFR +	6.00%		11.50%		12/18/2028		36,550			36,355			36,550			1.35
Knowledge Pro Buyer, Inc.	Knowledge Pro Buyer, Inc.	(4)(7)(10)	SOFR +	5.75%	10.94%	12/10/2027	20,485		20,160		20,464		0.76		Knowledge Pro Buyer, Inc.	(4)(7)(10)	SOFR +	5.75%		11.17%		12/10/2027		20,433			20,128			20,412			0.76
Knowledge Pro Buyer, Inc.	Knowledge Pro Buyer, Inc.	(4)(7)(10)	P +	4.75%	13.00%	12/10/2027	465		436		465		0.02		Knowledge Pro Buyer, Inc.	(4)(7)(10)	P +	4.75%		13.25%		12/10/2027		931			903			931			0.03
KPSKY Acquisition, Inc.	KPSKY Acquisition, Inc.	(4)(10)(18)	SOFR +	5.60%	10.65%	10/19/2028	135,670		129,534		131,600		4.91		KPSKY Acquisition, Inc.	(4)(10)(18)	SOFR +	5.60%		10.97%		10/19/2028		135,325			129,495			135,325			5.01
PECF USS Intermediate Holding III Corp.	PECF USS Intermediate Holding III Corp.	(9)	L +	4.25%	9.52%	12/15/2028	2,955		2,969		2,435		0.09		PECF USS Intermediate Holding III Corp.	(9)	SOFR +	4.25%		9.88%		12/15/2028		2,948			2,961			2,377			0.09
Polyphase Elevator Holding Co.	Polyphase Elevator Holding Co.	(4)(11)	SOFR +	5.50%	10.84%	6/23/2027	28,256		27,612		25,430		0.95		Polyphase Elevator Holding Co.	(4)(11)	SOFR +	5.50%		10.99%		6/23/2027		28,175			27,574			24,160			0.89
Recycle & Resource US, LLC	Recycle & Resource US, LLC	(9)	SOFR +	3.50%	9.00%	7/14/2028	2,955		2,967		2,662		0.10		Recycle & Resource US, LLC	(9)	SOFR +	3.50%		9.15%		7/14/2028		2,947			2,958			2,553			0.09
Restaurant Technologies, Inc.		(9)	SOFR +	4.25%	9.15%	4/2/2029	19,750		19,343		19,314		0.72
Revspring, Inc.	Revspring, Inc.	(8)	SOFR +	4.00%	9.50%	10/11/2025	2,954		2,956		2,848		0.11		Revspring, Inc.	(8)	SOFR +	4.00%		9.65%		10/11/2025		2,946			2,948			2,904			0.11
The Action Environmental Group, Inc.	The Action Environmental Group, Inc.	(4)(12)	SOFR +	6.15%	11.37%	1/16/2026	2,051		2,018		2,025		0.08		The Action Environmental Group, Inc.	(4)(12)	SOFR +	6.15%		11.55%		1/16/2026		2,046			2,016			2,046			0.08
The Action Environmental Group, Inc.	The Action Environmental Group, Inc.	(4)(12)	SOFR +	6.00%	11.37%	1/16/2026	19,300		18,993		19,059		0.71		The Action Environmental Group, Inc.	(4)(12)	SOFR +	6.00%		11.55%		1/16/2026		19,250			18,974			19,250			0.71
The Action Environmental Group, Inc.	The Action Environmental Group, Inc.	(4)(12)	SOFR +	6.15%	11.40%	1/15/2026	5,911		5,854		5,837		0.22		The Action Environmental Group, Inc.	(4)(12)	SOFR +	6.15%		11.56%		1/15/2026		5,319			5,273			5,319			0.20
The Action Environmental Group, Inc.	The Action Environmental Group, Inc.	(4)(12)	SOFR +	6.43%	11.25%	1/15/2026	5,363		5,311		5,296		0.20		The Action Environmental Group, Inc.	(4)(12)	SOFR +	6.43%		11.80%		1/15/2026		5,928			5,881			5,928			0.22
									397,996		398,342		14.86														409,327			413,477			15.30
Communications Equipment
Commscope Inc		(8)	SOFR +	3.25%	8.47%	4/6/2026	187		178		179		0.01
Construction & Engineering	Construction & Engineering														Construction & Engineering
Brookfield WEC Holdings, Inc.	Brookfield WEC Holdings, Inc.	(9)	SOFR +	2.75%	7.94%	8/1/2025	9,868		9,596		9,860		0.37		Brookfield WEC Holdings, Inc.	(9)	SOFR +	2.75%		8.18%		8/1/2025		9,843			9,604			9,849			0.36
Pike Electric Corp.	Pike Electric Corp.	(8)	SOFR +	3.00%	8.27%	1/21/2028	6,000		5,834		5,984		0.22		Pike Electric Corp.	(8)	SOFR +	3.00%		8.43%		1/21/2028		6,000			5,844			6,001			0.22
Pike Electric Corp.	Pike Electric Corp.	(8)	SOFR +	3.50%	8.65%	1/21/2028	2,978		2,915		2,982		0.11		Pike Electric Corp.	(8)	SOFR +	3.50%		8.82%		1/21/2028		2,970			2,911			2,977			0.11
Refficiency Holdings, LLC	Refficiency Holdings, LLC	(10)	SOFR +	3.75%	8.95%	12/16/2027	4,431		4,398		4,412		0.16		Refficiency Holdings, LLC	(10)	SOFR +	3.75%		9.17%		12/16/2027		4,422			4,392			4,411			0.16
									22,743		23,238		0.86														22,751			23,238			0.85
Construction Materials	Construction Materials														Construction Materials
Quikrete Holdings, Inc.	Quikrete Holdings, Inc.	(8)	SOFR +	3.00%	8.22%	3/18/2029	3,935		3,829		3,944		0.15		Quikrete Holdings, Inc.	(8)	SOFR +	2.75%		8.18%		3/19/2029		3,925			3,925			3,930			0.15
White Cap Buyer, LLC	White Cap Buyer, LLC	(9)	SOFR +	3.75%	8.85%	10/19/2027	5,154		4,995		5,119		0.19		White Cap Buyer, LLC	(9)	SOFR +	3.75%		9.07%		10/19/2027		5,141			4,991			5,137			0.19
									8,824		9,063		0.34														8,916			9,067			0.34
Containers & Packaging	Containers & Packaging														Containers & Packaging
Ascend Buyer, LLC	Ascend Buyer, LLC	(4)(10)	SOFR +	6.40%	11.79%	10/2/2028	75,163		74,500		73,660		2.75		Ascend Buyer, LLC	(4)(10)	SOFR +	6.40%		11.94%		9/29/2028		74,972			74,343			74,223			2.75
Berlin Packaging, LLC	Berlin Packaging, LLC	(9)	L +	3.75%	9.29%	3/11/2028	8,875		8,697		8,743		0.33		Berlin Packaging, LLC	(9)	SOFR +	3.75%		9.19%		3/11/2028		8,852			8,685			8,771			0.32
Charter NEX US, Inc.	Charter NEX US, Inc.	(10)	SOFR +	3.75%	8.97%	12/1/2027	6,418		6,203		6,376		0.24		Charter NEX US, Inc.	(10)	SOFR +	3.75%		9.18%		12/1/2027		6,418			6,215			6,368			0.24
Graham Packaging Co, Inc.	Graham Packaging Co, Inc.	(10)	SOFR +	3.00%	8.22%	8/4/2027	4,379		4,337		4,357		0.16		Graham Packaging Co, Inc.	(10)	SOFR +	3.00%		8.43%		8/4/2027		4,377			4,338			4,374			0.16
Novolex, Inc.	Novolex, Inc.	(9)	SOFR +	4.18%	9.38%	4/13/2029	5,925		5,716		5,842		0.22		Novolex, Inc.	(9)	SOFR +	4.18%		9.59%		4/13/2029		5,910			5,710			5,838			0.22
ProAmpac PG Borrower, LLC	ProAmpac PG Borrower, LLC	(10)	SOFR +	3.75%	9.14%	11/3/2025	2,955		2,962		2,929		0.11		ProAmpac PG Borrower, LLC	(10)	SOFR +	4.50%		9.90%		9/26/2028		2,947			2,947			2,938			0.11
Ring Container Technologies Group, LLC	Ring Container Technologies Group, LLC	(9)	SOFR +	3.50%	8.72%	8/12/2028	2,962		2,866		2,954		0.11		Ring Container Technologies Group, LLC	(9)	SOFR +	3.50%		8.93%		8/12/2028		2,955			2,863			2,958			0.11
TricorBraun Holdings, Inc.	TricorBraun Holdings, Inc.	(9)	SOFR +	3.25%	8.47%	3/3/2028	7,263		7,011		7,086		0.26		TricorBraun Holdings, Inc.	(9)	SOFR +	3.25%		8.68%		3/3/2028		7,244			7,006			7,120			0.26
Trident TPI Holdings, Inc.	Trident TPI Holdings, Inc.	(9)	L +	4.00%	9.54%	9/15/2028	5,922		5,738		5,841		0.22		Trident TPI Holdings, Inc.	(9)	SOFR +	4.00%		9.65%		9/15/2028		5,907			5,733			5,895			0.22
Trident TPI Holdings, Inc.	Trident TPI Holdings, Inc.	(9)	SOFR +	4.00%	9.74%	9/15/2028	2,997		2,910		2,963		0.11		Trident TPI Holdings, Inc.	(9)	SOFR +	4.50%		9.89%		9/15/2028		2,990			2,907			2,990			0.11
									120,940		120,751		4.51														120,747			121,475			4.50
Distributors	Distributors														Distributors
BP Purchaser, LLC	BP Purchaser, LLC	(4)(10)	SOFR +	5.50%	11.00%	12/10/2028	50,501		49,582		49,743		1.86		BP Purchaser, LLC	(4)(10)	SOFR +	5.50%		11.17%		12/10/2028		50,374			49,500			49,114			1.82
Bution Holdco 2, Inc.	Bution Holdco 2, Inc.	(4)(11)	SOFR +	6.25%	11.45%	10/17/2025	22,646		22,541		22,646		0.84		Bution Holdco 2, Inc.	(4)(11)	SOFR +	6.25%		11.72%		10/17/2025		22,646			22,553			22,646			0.84
Dana Kepner Company, LLC	Dana Kepner Company, LLC	(4)(11)	SOFR +	6.00%	11.36%	12/29/2026	15,630		15,658		15,552		0.58		Dana Kepner Company, LLC	(4)(11)	SOFR +	6.00%		11.55%		12/29/2026		15,590			15,616			15,513			0.57
Genuine Cable Group, LLC	Genuine Cable Group, LLC	(4)(10)	SOFR +	5.50%	10.70%	11/2/2026	31,978		31,576		31,339		1.17		Genuine Cable Group, LLC	(4)(10)	SOFR +	5.50%		10.92%		11/2/2026		31,897			31,526			31,259			1.16
Marcone Yellowstone Buyer, Inc.	Marcone Yellowstone Buyer, Inc.	(4)(5)(10)	SOFR +	6.25%	11.64%	6/23/2028	82,382		80,585		78,263		2.92		Marcone Yellowstone Buyer, Inc.	(4)(10)	SOFR +	6.25%		11.79%		6/23/2028		82,173			80,471			77,242			2.86
Tailwind Colony Holding Corporation	Tailwind Colony Holding Corporation	(4)(11)	SOFR +	6.60%	11.65%	11/13/2024	451		446		440		0.02		Tailwind Colony Holding Corporation	(4)(11)	SOFR +	6.60%		11.97%		11/13/2024		449			445			440			0.02
Tailwind Colony Holding Corporation	Tailwind Colony Holding Corporation	(4)(11)	SOFR +	6.50%	11.65%	11/13/2024	30,860		30,560		30,089		1.12		Tailwind Colony Holding Corporation	(4)(11)	SOFR +	6.50%		11.97%		11/13/2024		30,789			30,544			30,173			1.12
Unified Door & Hardware Group, LLC	Unified Door & Hardware Group, LLC	(4)(11)	SOFR +	5.85%	11.19%	6/30/2025	39,447		39,359		37,869		1.41		Unified Door & Hardware Group, LLC	(4)(11)	SOFR +	5.85%		11.24%		6/30/2025		39,301			39,221			38,122			1.41
									270,307		265,941		9.92														269,876			264,509			9.80
Diversified Consumer Services
Ascend Learning, LLC		(9)	SOFR +	3.50%	8.70%	12/11/2028	8,102		7,853		7,636		0.28
BPPH2 Ltd		(4)(8)	S +	6.75%	11.05%	2/21/2030	GBP	26,000	30,665		32,559		1.21
Cambium Learning Group, Inc.		(4)(7)(10)	SOFR +	5.50%	10.65%	7/20/2028	34,793		34,793		34,793		1.30
Colibri Group, LLC		(10)	SOFR +	5.00%	10.39%	3/12/2029	3,950		3,918		3,831		0.14
Dreambox Learning Holding LLC		(4)(5)(10)	SOFR +	6.25%	11.63%	12/1/2027	34,200		33,685		31,635		1.18
EM Bidco Limited		(9)	SOFR +	4.25%	9.59%	7/6/2029	4,975		4,959		4,888		0.18
Pre-Paid Legal Services, Inc.		(9)	L +	3.75%	8.94%	12/15/2028	7,900		7,741		7,804		0.29
Prime Security Service Borrower, LLC		(10)	L +	2.75%	7.94%	9/23/2026	4,937		4,823		4,942		0.18
Rinchem Company, LLC		(4)(9)	SOFR +	4.50%	9.59%	3/2/2029	3,960		3,944		3,737		0.14
University Support Services, LLC		(9)	SOFR +	3.25%	8.45%	2/10/2029	9,071		8,884		9,015		0.34
Weld North Education, LLC		(9)	SOFR +	3.75%	8.97%	12/21/2027	1,971		1,955		1,941		0.07
									143,220		142,781		5.31

~~136~~141

Table of Contents


BCRED Emerald JV LP Consolidated Schedule of Investments June 30, 2023 (in thousands) (Unaudited)

BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)															BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets				Investments (1)		Footnotes		Reference Rate and Spread		Interest Rate (2)(15)			Maturity Date			Par Amount/Units (1)			Cost (3)			Fair Value	% of Net Assets
First Lien Debt (continued)	First Lien Debt (continued)														First Lien Debt (continued)
Diversified Consumer Services															Diversified Consumer Services
Ascend Learning, LLC															Ascend Learning, LLC	(9)	SOFR +	3.50%		8.92%		12/11/2028		$	8,082		$	7,845		$	7,729		0.29	%
BPPH2 Ltd															BPPH2 Ltd	(4)(8)	S +	6.62%		11.80%		2/21/2030		GBP	26,000		30,701			31,258			1.16
Cambium Learning Group, Inc.															Cambium Learning Group, Inc.	(4)(7)(10)	SOFR +	5.50%		10.93%		7/20/2028		34,704			34,704			34,704			1.28
Colibri Group, LLC															Colibri Group, LLC	(10)	SOFR +	5.00%		10.45%		3/12/2029		3,940			3,909			3,896			0.14
Dreambox Learning Holding LLC															Dreambox Learning Holding LLC	(4)(10)	SOFR +	6.25%		11.63%		12/1/2027		34,200			33,714			34,200			1.27
EM Bidco Limited															EM Bidco Limited	(9)	SOFR +	4.25%		9.74%		7/6/2029		4,966			4,950			4,921			0.18
Express Wash Concepts, LLC															Express Wash Concepts, LLC	(4)(11)	SOFR +	4.50%		11.42%		4/30/2027		10,343			10,263			10,136			0.38
Express Wash Concepts, LLC															Express Wash Concepts, LLC	(4)(7)(11)	SOFR +	4.50%		11.42%		4/30/2027		13,500			13,312			13,012			0.48
Pre-Paid Legal Services, Inc.															Pre-Paid Legal Services, Inc.	(9)	SOFR +	3.50%		8.93%		12/15/2028		7,880			7,729			7,816			0.29
Prime Security Service Borrower, LLC															Prime Security Service Borrower, LLC	(10)	SOFR +	2.75%		8.19%		9/23/2026		4,924			4,819			4,923			0.18
University Support Services, LLC															University Support Services, LLC	(9)	SOFR +	3.25%		8.67%		2/10/2029		9,044			8,866			8,981			0.33
Weld North Education, LLC															Weld North Education, LLC	(9)	SOFR +	3.75%		9.18%		12/21/2027		1,966			1,951			1,931			0.07
																											162,763			163,507			6.05
Diversified Financial Services	Diversified Financial Services														Diversified Financial Services
Barbri Holdings, Inc.	Barbri Holdings, Inc.	(4)(10)	SOFR +	5.75%	10.95%	4/28/2028	$	62,523	$	61,998	$	61,589	2.30	%	Barbri Holdings, Inc.	(4)(10)	SOFR +	5.75%		11.17%		4/28/2028		62,362			61,866			61,427			2.27
Citco Funding LLC		(4)(9)	SOFR +	3.50%	8.59%	4/27/2028	7,321		7,154		7,330		0.27
Corporation Service Company		(9)	SOFR +	3.25%	8.50%	11/2/2029	2,414		2,348		2,420		0.09
Mitchell International, Inc.	Mitchell International, Inc.	(9)	L +	3.75%	8.94%	10/15/2028	8,394		8,163		8,223		0.31		Mitchell International, Inc.	(9)	SOFR +	3.75%		9.18%		10/15/2028		8,373			8,154			8,249			0.31
Polaris Newco, LLC	Polaris Newco, LLC	(9)	L +	4.00%	9.54%	6/2/2028	6,912		6,648		6,382		0.24		Polaris Newco, LLC	(9)	SOFR +	4.00%		9.43%		6/2/2028		6,894			6,645			6,619			0.24
Sedgwick Claims Management Services, Inc.	Sedgwick Claims Management Services, Inc.	(8)	SOFR +	3.75%	8.85%	2/24/2028	4,439		4,398		4,419		0.16		Sedgwick Claims Management Services, Inc.	(8)	SOFR +	3.75%		9.07%		2/24/2028		4,428			4,389			4,425			0.16
									90,709		90,363		3.37														81,054			80,720			2.98
Diversified Telecommunication Services	Diversified Telecommunication Services														Diversified Telecommunication Services
Zacapa, LLC	Zacapa, LLC	(9)	SOFR +	4.00%	9.24%	3/22/2029	5,925		5,841		5,784		0.22		Zacapa, LLC	(9)	SOFR +	4.00%		9.39%		3/22/2029		5,910			5,830			5,876			0.22
Zayo Group Holdings, Inc.	Zayo Group Holdings, Inc.	(9)	SOFR +	4.25%	9.40%	3/9/2027	2,114		2,073		1,685		0.06		Zayo Group Holdings, Inc.	(9)	SOFR +	4.33%		9.64%		3/9/2027		2,109			2,071			1,724			0.06
									7,914		7,469		0.28														7,901			7,600			0.28
Electric Utilities	Electric Utilities														Electric Utilities
Qualus Power Services Corp.	Qualus Power Services Corp.	(4)(11)	SOFR +	5.00%	10.36%	3/26/2027	11,271		11,187		11,158		0.42		Qualus Power Services Corp.	(4)(11)	SOFR +	5.00%		10.52%		3/26/2027		11,242			11,164			10,849			0.40
Electrical Equipment	Electrical Equipment														Electrical Equipment
Madison IAQ, LLC	Madison IAQ, LLC	(9)	L +	3.25%	8.30%	6/21/2028	6,661		6,508		6,532		0.24		Madison IAQ, LLC	(9)	SOFR +	3.25%		8.69%		6/21/2028		6,644			6,499			6,547			0.24
Electronic Equipment, Instruments & Components	Electronic Equipment, Instruments & Components														Electronic Equipment, Instruments & Components
Albireo Energy, LLC	Albireo Energy, LLC	(4)(5)(11)	L +	6.00%	11.38%	12/23/2026	823		817		745		0.03		Albireo Energy, LLC	(4)(11)	SOFR +	6.00%		11.45%		12/23/2026		821			815			743			0.03
Albireo Energy, LLC	Albireo Energy, LLC	(4)(5)(11)	L +	6.00%	11.25%	12/23/2026	3,210		3,176		2,905		0.11		Albireo Energy, LLC	(4)(11)	SOFR +	6.00%		11.37%		12/23/2026		3,202			3,171			2,898			0.11
Albireo Energy, LLC	Albireo Energy, LLC	(4)(5)(11)	SOFR +	6.00%	11.33%	12/23/2026	10,696		10,582		9,680		0.36		Albireo Energy, LLC	(4)(11)	SOFR +	6.00%		11.50%		12/23/2026		10,668			10,563			9,655			0.36
Infinite Bidco, LLC	Infinite Bidco, LLC	(9)	L +	3.25%	8.91%	3/2/2028	2,955		2,966		2,859		0.11		Infinite Bidco, LLC	(9)	SOFR +	3.75%		9.18%		3/2/2028		2,878			2,889			2,832			0.10
Ingram Micro, Inc.		(9)	L +	3.50%	9.04%	6/30/2028	2,201		2,209		2,197		0.08
									19,750		18,386		0.69														17,438			16,128			0.60
Energy Equipment & Services	Energy Equipment & Services														Energy Equipment & Services
Tetra Technologies, Inc.	Tetra Technologies, Inc.	(4)(11)	SOFR +	6.25%	11.45%	9/10/2025	22,793		22,793		22,793		0.85		Tetra Technologies, Inc.	(4)(11)	SOFR +	6.25%		11.67%		9/10/2025		22,793			22,793			22,793			0.84
Entertainment	Entertainment														Entertainment
CE Intermediate I, LLC	CE Intermediate I, LLC	(4)(9)	L +	4.00%	8.84%	11/10/2028	4,937		4,934		4,863		0.18		CE Intermediate I, LLC	(9)	SOFR +	3.50%		9.02%		11/10/2028		4,927			4,923			4,882			0.18
Recorded Books, Inc.	Recorded Books, Inc.	(8)	SOFR +	4.00%	9.14%	8/29/2025	4,000		3,950		4,005		0.15		Recorded Books, Inc.	(8)	SOFR +	4.00%		9.32%		8/29/2025		2,298			2,272			2,301			0.09
									8,884		8,868		0.33														7,195			7,183			0.27
Financial Services															Financial Services
Citco Funding LLC															Citco Funding LLC	(9)	SOFR +	3.50%		8.59%		4/27/2028		7,302			7,145			7,317			0.27
Food Products															Food Products
Froneri International PLC															Froneri International PLC	(8)	SOFR +	2.25%		7.67%		1/29/2027		4,870			4,764			4,843			0.18
Ground Transportation	Ground Transportation														Ground Transportation
Quality Distribution LLC	Quality Distribution LLC	(4)(5)(11)	L +	5.25%	11.58%	7/1/2028	80,659		79,775		77,030		2.87		Quality Distribution LLC	(4)(11)	SOFR +	6.38%		11.81%		7/1/2028		80,511			79,674			78,901			2.92
Health Care Equipment & Supplies	Health Care Equipment & Supplies														Health Care Equipment & Supplies
Auris Luxembourg III Sarl	Auris Luxembourg III Sarl	(8)	L +	3.75%	9.12%	2/27/2026	7,889		7,626		7,489		0.28		Auris Luxembourg III Sarl	(8)	L +	3.75%		9.12%		2/27/2026		7,869			7,632			7,688			0.28
CPI Buyer, LLC	CPI Buyer, LLC	(4)(7)(10)	SOFR +	5.50%	11.03%	11/1/2028	140,267		136,745		135,299		5.05		CPI Buyer, LLC	(4)(7)(10)	SOFR +	5.50%		11.18%		11/1/2028		139,912			136,568			134,998			5.00
CSHC Buyerco, LLC	CSHC Buyerco, LLC	(4)(7)(11)	L +	4.75%	9.95%	9/8/2026	9,755		9,621		9,591		0.36		CSHC Buyerco, LLC	(4)(7)(11)	SOFR +	4.75%		10.17%		9/8/2026		10,711			10,588			10,602			0.39
Messer GMBH		(8)	SOFR +	2.50%	8.00%	3/2/2026	2,980		2,935		2,981		0.11
Mozart Borrower LP	Mozart Borrower LP	(9)	SOFR +	3.25%	8.40%	10/23/2028	8,888		8,696		8,796		0.33		Mozart Borrower LP	(9)	SOFR +	3.25%		8.68%		10/23/2028		8,865			8,684			8,851			0.33
Natus Medical Incorporated	Natus Medical Incorporated	(4)(9)	SOFR +	5.50%	10.89%	7/20/2029	3,701		3,490		3,405		0.13		Natus Medical Incorporated	(4)(9)	SOFR +	5.50%		11.04%		7/20/2029		3,692			3,490			3,471			0.13
Resonetics, LLC	Resonetics, LLC	(10)	L +	4.00%	9.10%	4/28/2028	2,955		2,946		2,878		0.11		Resonetics, LLC	(10)	SOFR +	4.00%		9.63%		4/28/2028		2,947			2,939			2,903			0.11
Sunshine Luxembourg VII S.à r.l, LLC	Sunshine Luxembourg VII S.à r.l, LLC	(10)	SOFR +	3.75%	9.09%	10/1/2026	9,861		9,618		9,824		0.37		Sunshine Luxembourg VII S.à r.l, LLC	(10)	SOFR +	3.75%		9.24%		10/1/2026		9,836			9,612			9,832			0.36
									181,677		180,263		6.74														179,513			178,345			6.60
Health Care Providers & Services
ACI Group Holdings, Inc.		(4)(5)(10)	SOFR +	5.75%	10.95% (incl. 1.25% PIK)	8/2/2028	136,611		135,277		134,562		5.02
ADCS Clinics Intermediate Holdings, LLC		(4)(11)	SOFR +	6.50%	11.94%	5/7/2027	1,722		1,705		1,697		0.06
ADCS Clinics Intermediate Holdings, LLC		(4)(7)(11)	L +	6.50%	11.87%	5/7/2027	32,835		32,457		32,327		1.21
ADMI Corp.		(9)	SOFR +	3.75%	8.97%	12/23/2027	5,918		5,748		5,546		0.21
Amerivet Partners Management, Inc.		(4)(5)(10)	SOFR +	5.50%	10.89%	2/25/2028	96,528		94,127		92,667		3.46
Canadian Hospital Specialties Ltd.		(4)(5)(11)	C +	4.50%	9.87%	4/14/2028	CAD	29,773	21,651		22,106		0.82
CCBlue Bidco, Inc.		(4)(7)(10)	L +	6.25%	11.41% (incl. 2.75% PIK)	12/21/2028	20,921		20,587		19,376		0.72
CHG Healthcare Services, Inc.		(9)	SOFR +	3.25%	8.44%	9/29/2028	594		573		592		0.02
DCA Investment Holdings, LLC		(4)(7)(10)	SOFR +	6.41%	11.65%	4/3/2028	30,112		29,855		29,434		1.10
Electron Bidco, Inc.		(9)	SOFR +	3.00%	8.27%	11/1/2028	6,913		6,748		6,893		0.26
Epoch Acquisition, Inc.		(4)(11)	SOFR +	6.00%	11.15%	10/4/2026	28,922		28,922		28,777		1.07
Global Medical Response, Inc.		(11)	L +	4.25%	9.44%	10/2/2025	4,929		4,854		2,797		0.10
Heartland Dental, LLC		(8)	SOFR +	4.00%	9.20%	4/30/2025	188		188		186		0.01
ICS US Holdings, Inc.		(4)(9)	SOFR +	4.60%	9.65%	6/8/2028	35,000		32,934		33,075		1.23
Jayhawk Buyer, LLC		(4)(11)	SOFR +	5.00%	10.35%	10/15/2026	31,141		30,925		30,518		1.14
LifePoint Health, Inc.		(8)	L +	3.75%	9.02%	11/16/2025	7,000		6,996		6,500		0.24
Midwest Physician Administrative Services, LLC		(10)	L +	3.25%	8.79%	3/12/2028	2,955		2,958		2,731		0.10

~~137~~142

Table of Contents

BCRED Emerald JV LP
Consolidated Schedule of Investments
June 30, 2023
(in thousands)
(Unaudited)
Investments (1) Footnotes Reference Rate and Spread Interest Rate (2)(15) Maturity Date Par Amount/Units (1) Cost (3) Fair Value % of Net Assets
First Lien Debt (continued)
Health Care Providers & Services (continued)
National Mentor Holdings, Inc. (10) SOFR + 3.75% 9.09% 3/2/2028 $ 3,002 $ 2,611 $ 2,285 0.09 %
Navigator Acquiror, Inc. (4)(9) SOFR + 5.75% 10.93% (incl. 5.59% PIK) 7/16/2027 15,976 15,921 15,576 0.58
Navigator Acquiror, Inc. (4)(7)(9) SOFR + 5.75% 10.63% 7/16/2027 1,904 1,895 1,856 0.07
NMSC Holdings, Inc. (10) SOFR + 5.25% 10.45% 2/23/2029 1,606 1,591 1,125 0.04
Onex TSG Intermediate Corp. (10) SOFR + 4.75% 10.06% 2/28/2028 1,970 1,982 1,761 0.07
Pathway Vet Alliance, LLC (8) L + 3.75% 8.94% 3/31/2027 4,929 4,853 4,366 0.16
Pediatric Associates Holding Co., LLC (7)(9) SOFR + 3.25% 8.47% 12/29/2028 3,873 3,860 3,797 0.14
PetVet Care Centers, LLC (10) L + 3.50% 8.69% 2/14/2025 6,412 6,295 6,293 0.23
Phoenix Guarantor, Inc. (8) L + 3.25% 8.40% 3/5/2026 5,427 5,264 5,368 0.20
Phoenix Guarantor, Inc. (8) SOFR + 3.50% 8.60% 3/5/2026 2,955 2,959 2,925 0.11
PSKW Intermediate, LLC (4)(11) SOFR + 6.25% 11.45% 3/9/2026 36,565 36,565 36,565 1.36
Radnet, Inc. (10) SOFR + 3.00% 8.22% 4/21/2028 4,248 4,249 4,245 0.16
Smile Doctors, LLC (4)(10) SOFR + 5.75% 11.09% 12/23/2028 144,074 141,588 141,193 5.27
Smile Doctors, LLC (4)(7)(10) P + 5.75% 13.00% 12/23/2027 189 118 95 0.00
Stepping Stones Healthcare Services, LLC (4)(7)(10) SOFR + 5.75% 11.09% 1/2/2029 14,689 14,445 14,160 0.53
Stepping Stones Healthcare Services, LLC (4)(7)(10) SOFR + 4.75% 13.00% 12/30/2026 364 337 300 0.01
Surgery Centers Holdings, Inc. (10) L + 3.75% 8.90% 8/31/2026 4,958 4,858 4,957 0.18
U.S. Anesthesia Partners, Inc. (9) L + 4.25% 9.42% 10/1/2028 2,955 2,968 2,783 0.10
US Oral Surgery Management Holdco, LLC (4)(10) L + 6.00% 11.38% 11/18/2027 20,100 19,873 19,145 0.71
US Oral Surgery Management Holdco, LLC (4)(7)(11) L + 6.00% 11.48% 11/18/2027 7,968 7,842 7,489 0.28
WHCG Purchaser III, Inc. (4)(5)(10) SOFR + 5.75% 11.25% 6/22/2028 6,329 6,232 4,847 0.18
WHCG Purchaser III, Inc. (4)(5)(7)(10) SOFR + 5.75% 11.25% 6/22/2026 739 729 548 0.02
743,540 731,463 27.26


BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Health Care Providers & Services
ACI Group Holdings, Inc.	(4)(10)	SOFR +	5.50%	10.92% (incl. 1.25% PIK)	8/2/2028	$	136,347	$	135,084	$	134,643	4.98	%
ADCS Clinics Intermediate Holdings, LLC	(4)(11)	SOFR +	6.50%	11.90%	5/7/2027	1,718		1,702		1,701		0.06
ADCS Clinics Intermediate Holdings, LLC	(4)(11)	SOFR +	6.50%	11.87%	5/7/2027	32,752		32,406		32,424		1.20
ADCS Clinics Intermediate Holdings, LLC	(4)(7)(11)	SOFR +	6.50%	11.95%	5/7/2026	134		127		120		0.00
ADMI Corp.	(9)	SOFR +	3.75%	9.18%	12/23/2027	5,903		5,743		5,522		0.20
Amerivet Partners Management, Inc.	(4)(10)	SOFR +	5.50%	11.04%	2/25/2028	96,284		94,020		93,155		3.45
Canadian Hospital Specialties Ltd.	(4)(11)	C +	4.50%	9.87%	4/14/2028	CAD	29,697	21,604		21,746		0.80
CCBlue Bidco, Inc.	(4)(7)(10)	SOFR +	6.25%	11.60% (incl. 2.75% PIK)	12/21/2028	21,201		20,884		19,636		0.73
CHG Healthcare Services, Inc.	(9)	SOFR +	3.25%	8.68%	9/29/2028	592		572		591		0.02
DCA Investment Holdings, LLC	(4)(7)(10)	SOFR +	6.41%	11.80%	4/3/2028	30,028		29,786		29,502		1.09
Electron Bidco, Inc.	(9)	SOFR +	3.00%	8.43%	11/1/2028	6,895		6,738		6,876		0.25
Epoch Acquisition, Inc.	(4)(11)	SOFR +	6.00%	11.55%	10/4/2026	28,846		28,846		28,558		1.06
Global Medical Response, Inc.	(11)	SOFR +	4.25%	9.78%	10/2/2025	4,917		4,850		3,454		0.13
ICS US Holdings, Inc.	(4)(9)	SOFR +	4.60%	9.90%	6/8/2028	35,000		33,039		33,163		1.23
Jayhawk Buyer, LLC	(4)(11)	SOFR +	5.00%	10.50%	10/15/2026	31,061		30,857		30,129		1.11
LifePoint Health, Inc.	(8)	SOFR +	3.75%	9.38%	11/16/2025	6,564		6,561		6,561		0.24
Midwest Physician Administrative Services, LLC	(10)	SOFR +	3.25%	8.90%	3/12/2028	2,947		2,951		2,775		0.10
Navigator Acquiror, Inc.	(4)(9)	SOFR +	5.75%	11.17% (incl. 5.71% PIK)	7/16/2027	16,178		16,127		15,773		0.58
Navigator Acquiror, Inc.	(4)(7)(9)	SOFR +	5.75%	11.18% (incl. 5.72% PIK)	7/16/2027	2,497		2,484		2,434		0.09
Onex TSG Intermediate Corp.	(10)	SOFR +	4.75%	10.38%	2/28/2028	1,965		1,976		1,835		0.07
Pathway Vet Alliance, LLC	(8)	SOFR +	3.75%	9.18%	3/31/2027	4,917		4,846		4,609		0.17
Pediatric Associates Holding Co., LLC	(9)	SOFR +	3.25%	8.57%	12/29/2028	3,944		3,931		3,853		0.14
PetVet Care Centers, LLC	(10)	SOFR +	3.50%	8.92%	2/14/2025	6,395		6,297		6,375		0.24
Phoenix Guarantor, Inc.	(8)	SOFR +	3.25%	8.68%	3/5/2026	5,413		5,264		5,386		0.20
Phoenix Guarantor, Inc.	(8)	SOFR +	3.50%	8.93%	3/5/2026	2,947		2,952		2,937		0.11
PSKW Intermediate, LLC	(4)(11)	SOFR +	6.25%	11.67%	3/9/2026	36,470		36,470		36,470		1.35
Radnet, Inc.	(10)	SOFR +	3.00%	8.43%	4/21/2028	4,237		4,238		4,237		0.16
Smile Doctors, LLC	(4)(7)(10)	SOFR +	5.75%	11.24%	12/23/2028	143,714		141,281		140,745		5.21
Stepping Stones Healthcare Services, LLC	(4)(10)	SOFR +	5.75%	11.24%	1/2/2029	12,497		12,308		12,060		0.45
Stepping Stones Healthcare Services, LLC	(4)(7)(10)	SOFR +	5.75%	11.05%	1/2/2029	2,379		2,333		2,283		0.08
Stepping Stones Healthcare Services, LLC	(4)(7)(10)	SOFR +	5.75%	11.17%	12/30/2026	255		230		192		0.01
Surgery Centers Holdings, Inc.	(10)	SOFR +	3.75%	9.19%	8/31/2026	4,958		4,866		4,969		0.18
U.S. Anesthesia Partners, Inc.	(9)	SOFR +	4.25%	9.69%	10/1/2028	1,784		1,791		1,641		0.06
US Oral Surgery Management Holdco, LLC	(4)(10)	SOFR +	6.00%	11.48%	11/18/2027	20,100		19,886		19,648		0.73
US Oral Surgery Management Holdco, LLC	(4)(7)(11)	SOFR +	6.00%	11.35%	11/18/2027	7,977		7,858		7,754		0.29
WHCG Purchaser III, Inc.	(4)(10)	SOFR +	5.75%	11.40%	6/22/2028	6,300		6,208		4,048		0.15
WHCG Purchaser III, Inc.	(4)(7)(10)	SOFR +	5.75%	11.40%	6/22/2026	739		730		474		0.02
								737,846		728,279		26.94

~~138~~143

Table of Contents


BCRED Emerald JV LP Consolidated Schedule of Investments June 30, 2023 (in thousands) (Unaudited)

BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)															BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets				Investments (1)		Footnotes		Reference Rate and Spread		Interest Rate (2)(15)			Maturity Date			Par Amount/Units (1)			Cost (3)			Fair Value	% of Net Assets
First Lien Debt (continued)	First Lien Debt (continued)														First Lien Debt (continued)
Health Care Technology	Health Care Technology														Health Care Technology
Edifecs, Inc.	Edifecs, Inc.	(4)(10)	SOFR +	5.50%	10.84%	9/21/2026	$	9,735	$	9,634	$	9,735	0.36	%	Edifecs, Inc.	(4)(10)	SOFR +	5.50%		10.99%		9/21/2026		$	9,710		$	9,617		$	9,710		0.36	%
Edifecs, Inc.	Edifecs, Inc.	(4)(11)	SOFR +	7.00%	12.34%	9/21/2026	17,808		18,176		17,986		0.67		Edifecs, Inc.	(4)(11)	SOFR +	7.00%		12.49%		9/21/2026		17,762			18,101			17,940			0.66
GHX Ultimate Parent Corp	GHX Ultimate Parent Corp	(9)	SOFR +	4.75%	9.86%	6/30/2027	4,519		4,410		4,532		0.17		GHX Ultimate Parent Corp	(9)	SOFR +	4.75%		10.12%		6/30/2027		4,508			4,405			4,513			0.17
GI Ranger Intermediate, LLC	GI Ranger Intermediate, LLC	(4)(10)	SOFR +	5.75%	11.14%	10/29/2028	44,613		44,022		43,944		1.64		GI Ranger Intermediate, LLC	(4)(10)	SOFR +	5.75%		11.29%		10/29/2028		44,477			43,915			44,254			1.64
Netsmart Technologies, Inc.	Netsmart Technologies, Inc.	(10)	SOFR +	4.00%	9.22%	10/1/2027	3,912		3,880		3,900		0.15		Netsmart Technologies, Inc.	(10)	SOFR +	4.00%		9.43%		10/1/2027		3,902			3,872			3,908			0.14
Project Ruby Ultimate Parent Corp.	Project Ruby Ultimate Parent Corp.	(4)(10)	SOFR +	5.75%	10.97%	3/10/2028	49,625		48,330		48,384		1.80		Project Ruby Ultimate Parent Corp.	(4)(10)	SOFR +	5.75%		11.18%		3/10/2028		49,500			48,278			49,253			1.82
Waystar Technologies, Inc.	Waystar Technologies, Inc.	(8)	SOFR +	4.00%	9.22%	10/22/2026	6,913		6,752		6,905		0.26		Waystar Technologies, Inc.	(8)	SOFR +	4.00%		9.43%		10/22/2026		6,895			6,747			6,912			0.26
									135,204		135,386		5.05														134,935			136,490			5.05
Hotels, Restaurants & Leisure	Hotels, Restaurants & Leisure														Hotels, Restaurants & Leisure
Alterra Mountain Company	Alterra Mountain Company	(9)	L +	3.50%	8.69%	8/17/2028	6,912		6,725		6,910		0.26		Alterra Mountain Company	(9)	SOFR +	3.50%		8.93%		8/17/2028		6,894			6,717			6,897			0.26
Fertitta Entertainment, LLC	Fertitta Entertainment, LLC	(9)	SOFR +	4.00%	9.10%	1/27/2029	6,913		6,650		6,835		0.25		Fertitta Entertainment, LLC	(9)	SOFR +	4.00%		9.32%		1/27/2029		6,895			6,645			6,837			0.25
GVC Finance LLC	GVC Finance LLC	(9)	SOFR +	3.50%	8.44%	10/31/2029	910		900		910		0.03		GVC Finance LLC	(9)	SOFR +	3.50%		8.99%		10/31/2029		908			898			908			0.03
GVC Holdings Gibraltar, Ltd.	GVC Holdings Gibraltar, Ltd.	(9)	SOFR +	2.50%	7.44%	3/29/2027	2,962		2,910		2,959		0.11		GVC Holdings Gibraltar, Ltd.	(9)	SOFR +	2.50%		7.99%		3/29/2027		2,955			2,906			2,954			0.11
IRB Holding Corp.	IRB Holding Corp.	(10)	SOFR +	3.00%	8.20%	12/15/2027	7,336		7,180		7,294		0.27		IRB Holding Corp.	(10)	SOFR +	3.00%		8.42%		12/15/2027		7,317			7,162			7,299			0.27
Scientific Games Holdings LP	Scientific Games Holdings LP	(9)	SOFR +	3.50%	8.42%	4/4/2029	1,985		1,895		1,964		0.07		Scientific Games Holdings LP	(9)	SOFR +	3.50%		8.77%		4/4/2029		1,980			1,894			1,971			0.07
Tacala Investment Corp.	Tacala Investment Corp.	(10)	L +	3.50%	8.69%	2/5/2027	7,901		7,765		7,788		0.29		Tacala Investment Corp.	(10)	SOFR +	4.00%		9.43%		2/5/2027		7,880			7,754			7,863			0.29
Twin River Worldwide Holdings, Inc.	Twin River Worldwide Holdings, Inc.	(9)	L +	3.25%	8.40%	10/2/2028	3,343		3,264		3,273		0.12		Twin River Worldwide Holdings, Inc.	(9)	SOFR +	3.25%		8.84%		10/2/2028		3,334			3,259			3,275			0.12
Whatabrands, LLC	Whatabrands, LLC	(9)	L +	3.25%	8.47%	8/3/2028	8,731		8,472		8,691		0.32		Whatabrands, LLC	(9)	SOFR +	3.00%		8.43%		8/3/2028		8,709			8,463			8,687			0.32
									45,761		46,624		1.72														45,698			46,691			1.72
Household Durables	Household Durables														Household Durables
AI Aqua Merger Sub, Inc.	AI Aqua Merger Sub, Inc.	(9)	SOFR +	3.75%	8.90%	7/31/2028	8,974		8,693		8,822		0.33		AI Aqua Merger Sub, Inc.	(9)	SOFR +	3.75%		9.08%		7/31/2028		8,911			8,648			8,836			0.33
Industrial Conglomerates	Industrial Conglomerates														Industrial Conglomerates
Engineered Machinery Holdings, Inc.	Engineered Machinery Holdings, Inc.	(10)	L +	3.50%	9.04%	5/19/2028	3,950		3,822		3,881		0.14		Engineered Machinery Holdings, Inc.	(10)	SOFR +	3.50%		9.15%		5/19/2028		3,940			3,819			3,924			0.15
FCG Acquisitions, Inc.	FCG Acquisitions, Inc.	(9)	L +	3.75%	8.91%	3/31/2028	8,879		8,670		8,762		0.33		FCG Acquisitions, Inc.	(9)	SOFR +	3.75%		9.40%		3/31/2028		8,857			8,659			8,793			0.33
SPX Flow, Inc.	SPX Flow, Inc.	(9)	SOFR +	4.50%	9.70%	4/5/2029	1,743		1,683		1,725		0.06		SPX Flow, Inc.	(9)	SOFR +	4.50%		9.92%		4/5/2029		1,743			1,685			1,741			0.06
Vertical US Newco, Inc.	Vertical US Newco, Inc.	(9)	L +	3.50%	8.60%	7/30/2027	4,040		4,011		4,014		0.15		Vertical US Newco, Inc.	(9)	SOFR +	3.50%		9.38%		7/30/2027		4,030			4,003			4,026			0.15
Victory Buyer, LLC	Victory Buyer, LLC	(9)	SOFR +	3.75%	9.26%	11/19/2028	9,902		9,382		8,993		0.34		Victory Buyer, LLC	(9)	SOFR +	3.75%		9.33%		11/19/2028		9,877			9,383			9,326			0.35
									27,568		27,375		1.02														27,549			27,810			1.04
Insurance	Insurance														Insurance
Alera Group, Inc.	Alera Group, Inc.	(4)(10)	SOFR +	6.00%	11.20%	10/2/2028	46,596		45,774		45,431		1.69		Alera Group, Inc.	(4)(10)	SOFR +	6.00%		11.42%		10/2/2028		46,478			45,697			46,013			1.70
Alliant Holdings Intermediate, LLC	Alliant Holdings Intermediate, LLC	(9)	L +	3.50%	8.65%	11/6/2027	2,955		2,968		2,941		0.11		Alliant Holdings Intermediate, LLC	(9)	L +	3.50%		8.93%		11/6/2027		2,947			2,960			2,945			0.11
AssuredPartners, Inc.	AssuredPartners, Inc.	(9)	SOFR +	3.50%	8.65%	2/12/2027	6,166		6,073		6,119		0.23		AssuredPartners, Inc.	(9)	SOFR +	3.50%		8.82%		2/12/2027		6,151			6,065			6,141			0.23
AssuredPartners, Inc.	AssuredPartners, Inc.	(9)	SOFR +	4.25%	9.40%	2/12/2027	16,542		16,036		16,534		0.62		AssuredPartners, Inc.	(9)	SOFR +	4.25%		9.57%		2/12/2027		16,500			16,030			16,531			0.61
Baldwin Risk Partners, LLC	Baldwin Risk Partners, LLC	(9)	L +	3.50%	8.65%	10/14/2027	6,902		6,821		6,801		0.25		Baldwin Risk Partners, LLC	(9)	SOFR +	3.50%		8.92%		10/14/2027		6,884			6,808			6,841			0.25
BroadStreet Partners, Inc.	BroadStreet Partners, Inc.	(8)	SOFR +	2.75%	7.97%	1/27/2027	7,890		7,691		7,805		0.29		BroadStreet Partners, Inc.	(8)	SOFR +	3.00%		8.43%		1/27/2027		7,870			7,685			7,845			0.29
Foundation Risk Partners Corp.	Foundation Risk Partners Corp.	(4)(10)	SOFR +	6.25%	11.49%	10/29/2028	76,413		75,738		73,356		2.74		Foundation Risk Partners Corp.	(4)(10)	SOFR +	6.00%		11.49%		10/29/2028		76,219			75,578			74,314			2.75
Galway Borrower, LLC	Galway Borrower, LLC	(4)(5)(10)	SOFR +	5.25%	10.59%	9/29/2028	44,574		43,591		43,682		1.63		Galway Borrower, LLC	(4)(10)	SOFR +	5.25%		10.74%		9/29/2028		44,460			43,527			43,571			1.61
High Street Buyer, Inc.	High Street Buyer, Inc.	(4)(5)(10)	SOFR +	6.00%	11.39%	4/14/2028	6,750		6,705		6,699		0.25		High Street Buyer, Inc.	(4)(10)	SOFR +	6.00%		11.54%		4/14/2028		6,732			6,691			6,732			0.25
Howden Group Holdings Limited	Howden Group Holdings Limited	(10)	L +	3.25%	8.50%	11/12/2027	4,439		4,441		4,423		0.16		Howden Group Holdings Limited	(10)	L +	3.25%		8.69%		11/12/2027		4,428			4,430			4,420			0.16
NFP Corp.	NFP Corp.	(8)	SOFR +	3.25%	8.47%	2/15/2027	9,219		8,983		9,051		0.34		NFP Corp.	(8)	SOFR +	3.25%		8.68%		2/15/2027		9,195			8,976			9,096			0.34
PGIS Intermediate Holdings, LLC	PGIS Intermediate Holdings, LLC	(4)(5)(10)	SOFR +	5.75%	11.14%	10/16/2028	63,461		61,641		61,399		2.29		PGIS Intermediate Holdings, LLC	(4)(10)	SOFR +	5.75%		11.28%		10/16/2028		63,184			61,458			61,131			2.26
RSC Acquisition, Inc.	RSC Acquisition, Inc.	(4)(5)(10)	SOFR +	5.50%	10.91%	10/30/2026	45,611		44,788		44,243		1.65		RSC Acquisition, Inc.	(4)(10)	SOFR +	5.50%		11.02%		10/30/2026		45,520			44,760			45,576			1.69
SG Acquisition, Inc.	SG Acquisition, Inc.	(4)(9)	SOFR +	5.50%	10.70%	1/27/2027	77,653		77,595		75,130		2.80		SG Acquisition, Inc.	(4)(9)	SOFR +	5.50%		10.92%		1/27/2027		77,653			77,599			75,712			2.80
USI, Inc.	USI, Inc.	(9)	SOFR +	3.75%	8.99%	11/22/2029	6,840		6,778		6,839		0.26		USI, Inc.	(9)	SOFR +	3.75%		9.14%		11/22/2029		6,823			6,763			6,826			0.25
									415,623		410,453		15.31														415,027			413,694			15.30
Interactive Media & Services	Interactive Media & Services														Interactive Media & Services
Ancestry.com Operations, Inc	Ancestry.com Operations, Inc	(9)	SOFR +	3.25%	8.45%	12/6/2027	2,955		2,958		2,857		0.11		Ancestry.com Operations, Inc	(9)	SOFR +	3.25%		8.67%		12/6/2027		2,939			2,943			2,884			0.11
MH Sub I, LLC	MH Sub I, LLC	(8)	SOFR +	3.75%	8.90%	9/13/2024	1,433		1,404		1,434		0.05		MH Sub I, LLC	(8)	SOFR +	3.75%		9.18%		9/13/2024		1,429			1,406			1,432			0.05
MH Sub I, LLC	MH Sub I, LLC	(11)	SOFR +	3.75%	8.85%	9/13/2024	858		861		859		0.03		MH Sub I, LLC	(11)	SOFR +	3.75%		9.18%		9/13/2024		856			858			857			0.03
Project Boost Purchaser, LLC	Project Boost Purchaser, LLC	(8)	SOFR +	3.50%	8.72%	6/1/2026	6,908		6,770		6,837		0.26		Project Boost Purchaser, LLC	(8)	SOFR +	3.50%		8.93%		6/1/2026		6,890			6,764			6,890			0.25
William Morris Endeavor Entertainment, LLC	William Morris Endeavor Entertainment, LLC	(8)	SOFR +	2.75%	7.95%	5/18/2025	2,021		1,968		2,011		0.08		William Morris Endeavor Entertainment, LLC	(8)	SOFR +	2.75%		8.18%		5/18/2025		1,933			1,901			1,933			0.07
									13,961		13,998		0.53														13,872			13,996			0.51
Internet & Direct Marketing Retail	Internet & Direct Marketing Retail														Internet & Direct Marketing Retail
Donuts, Inc.	Donuts, Inc.	(4)(11)	SOFR +	6.00%	11.27%	12/29/2027	9,637		9,554		9,540		0.36		Donuts, Inc.	(4)(11)	SOFR +	6.00%		11.57%		12/29/2027		9,612			9,535			9,564			0.35
Donuts, Inc.	Donuts, Inc.	(4)(11)	SOFR +	6.00%	11.27%	12/29/2026	32,602		32,459		32,276		1.20		Donuts, Inc.	(4)(11)	SOFR +	6.00%		11.57%		12/29/2026		32,518			32,384			32,355			1.20
Prodege International Holdings, LLC	Prodege International Holdings, LLC	(4)(10)	SOFR +	5.75%	11.15%	12/15/2027	21,052		20,770		19,999		0.75		Prodege International Holdings, LLC	(4)(10)	SOFR +	5.75%		11.31%		12/15/2027		20,999			20,733			19,634			0.73
									62,783		61,815		2.31														62,652			61,553			2.28
IT Services	IT Services														IT Services
AI Altius Bidco, Inc.	AI Altius Bidco, Inc.	(4)(5)(10)	SOFR +	5.18%	10.47%	12/21/2028	38,554		37,871		37,783		1.41		AI Altius Bidco, Inc.	(4)(10)	SOFR +	5.18%		10.47%		12/21/2028		38,554			37,903			38,361			1.42
Dcert Buyer, Inc.	Dcert Buyer, Inc.	(8)	SOFR +	4.00%	9.26%	10/16/2026	10,113		9,827		10,042		0.37		Dcert Buyer, Inc.	(8)	SOFR +	4.00%		9.32%		10/16/2026		10,086			9,824			10,040			0.37
Endurance International Group Holdings, Inc.	Endurance International Group Holdings, Inc.	(10)	L +	3.50%	8.79%	2/10/2028	4,436		4,350		4,142		0.15		Endurance International Group Holdings, Inc.	(10)	L +	3.50%		8.79%		2/10/2028		4,425			4,344			4,310			0.16
Park Place Technologies, LLC	Park Place Technologies, LLC	(11)	SOFR +	5.00%	10.20%	11/10/2027	26,415		25,560		25,755		0.96		Park Place Technologies, LLC	(11)	SOFR +	5.00%		10.42%		11/10/2027		26,347			25,544			26,007			0.96
Razor Holdco, LLC		(4)(10)	L +	5.75%	10.90%	10/25/2027	25,610		25,226		25,418		0.95
Turing Midco, LLC		(9)	SOFR +	2.50%	7.69%	3/24/2028	2,060		2,033		2,050		0.08

~~139~~144

Table of Contents


BCRED Emerald JV LP Consolidated Schedule of Investments June 30, 2023 (in thousands) (Unaudited)

BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)															BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets				Investments (1)		Footnotes		Reference Rate and Spread		Interest Rate (2)(15)			Maturity Date			Par Amount/Units (1)			Cost (3)			Fair Value	% of Net Assets
First Lien Debt (continued)	First Lien Debt (continued)														First Lien Debt (continued)
IT Services (continued)	IT Services (continued)														IT Services (continued)
Razor Holdco, LLC															Razor Holdco, LLC	(4)(10)	SOFR +	5.75%		11.22%		10/25/2027		$	25,545		$	25,185		$	25,353		0.94	%
Turing Midco, LLC															Turing Midco, LLC	(9)	SOFR +	2.50%		7.93%		3/24/2028		2,048			2,022			2,040			0.08
Virtusa Corp.	Virtusa Corp.	(10)	SOFR +	3.75%	8.95%	2/15/2029	$	3,950	$	3,918	$	3,911	0.15	%	Virtusa Corp.	(10)	SOFR +	3.75%		9.17%		2/15/2029		3,940			3,909			3,926			0.15
Virtusa Corp.	Virtusa Corp.	(10)	L +	3.75%	9.33%	2/11/2028	1,980		1,929		1,960		0.07		Virtusa Corp.	(10)	L +	3.75%		9.33%		2/11/2028		1,975			1,927			1,966			0.07
									110,714		111,061		4.14														110,658			112,003			4.15
Leisure Products	Leisure Products														Leisure Products
Motion Finco, LLC	Motion Finco, LLC	(8)	L +	3.25%	8.79%	11/12/2026	6,053		5,832		6,009		0.22		Motion Finco, LLC	(8)	SOFR +	3.25%		8.90%		11/12/2026		5,869			5,672			5,864			0.22
Recess Holdings, Inc.		(11)	L +	3.75%	9.02%	9/30/2024	2,166		2,165		2,170		0.08
									7,997		8,179		0.30
Life Sciences Tools & Services	Life Sciences Tools & Services														Life Sciences Tools & Services
Cambrex Corp.	Cambrex Corp.	(10)	SOFR +	3.50%	8.70%	12/4/2026	5,944		5,882		5,903		0.22		Cambrex Corp.	(10)	SOFR +	3.50%		8.92%		12/4/2026		5,943			5,885			5,927			0.22
Curia Global, Inc.	Curia Global, Inc.	(10)	SOFR +	3.75%	8.90%	8/30/2026	10,131		9,877		8,760		0.33		Curia Global, Inc.	(10)	SOFR +	3.75%		9.17%		8/30/2026		6,146			5,992			5,136			0.19
									15,759		14,663		0.55														11,877			11,063			0.41
Machinery	Machinery														Machinery
Pro Mach Group, Inc.	Pro Mach Group, Inc.	(11)	L +	4.00%	9.19%	8/31/2028	5,964		5,856		5,957		0.22		Pro Mach Group, Inc.	(11)	SOFR +	4.00%		9.43%		8/31/2028		5,949			5,847			5,961			0.22
Media	Media														Media
Clear Channel Outdoor Holdings, Inc.	Clear Channel Outdoor Holdings, Inc.	(8)	SOFR +	3.50%	8.75%	8/21/2026	1,969		1,947		1,885		0.07		Clear Channel Outdoor Holdings, Inc.	(8)	SOFR +	3.50%		9.14%		8/21/2026		1,969			1,948			1,917			0.07
iHeartCommunications, Inc.															iHeartCommunications, Inc.	(8)	SOFR +	3.00%		8.43%		5/1/2026		5,000			4,839			4,510			0.17
Radiate Holdco, LLC	Radiate Holdco, LLC	(10)	SOFR +	3.25%	8.48%	9/25/2026	3,940		3,945		3,298		0.12		Radiate Holdco, LLC	(10)	SOFR +	3.25%		8.68%		9/25/2026		3,930			3,935			3,229			0.12
Univision Communications, Inc.		(10)	L +	3.25%	8.44%	3/15/2026	3,940		3,937		3,912		0.15
Univision Communications, Inc.	Univision Communications, Inc.	(11)	L +	2.75%	7.94%	3/15/2024	381		381		382		0.01		Univision Communications, Inc.	(10)	SOFR +	3.25%		8.68%		3/15/2026		3,930			3,927			3,927			0.15
UPC Financing Partnership	UPC Financing Partnership	(8)	L +	2.93%	8.12%	1/31/2029	5,500		5,413		5,401		0.20		UPC Financing Partnership	(8)	SOFR +	2.93%		8.37%		1/31/2029		5,500			5,417			5,435			0.20
Virgin Media Bristol, LLC	Virgin Media Bristol, LLC	(8)	L +	3.25%	8.44%	1/31/2029	3,500		3,463		3,490		0.13		Virgin Media Bristol, LLC	(8)	SOFR +	3.25%		8.70%		1/31/2029		3,500			3,465			3,425			0.13
									19,086		18,368		0.68														23,531			22,443			0.84
Metals & Mining	Metals & Mining														Metals & Mining
SCIH Salt Holdings, Inc.	SCIH Salt Holdings, Inc.	(10)	L +	4.00%	9.19%	3/16/2027	3,927		3,891		3,875		0.14		SCIH Salt Holdings, Inc.	(10)	SOFR +	4.00%		9.63%		3/16/2027		3,915			3,881			3,897			0.14
Oil, Gas & Consumable Fuels	Oil, Gas & Consumable Fuels														Oil, Gas & Consumable Fuels
CQP Holdco, LP	CQP Holdco, LP	(9)	SOFR +	3.50%	8.69%	6/5/2028	7,884		7,840		7,880		0.29		CQP Holdco, LP	(9)	SOFR +	3.50%		8.99%		6/5/2028		7,864			7,823			7,881			0.29
Eagle Midstream Canada Finance, Inc.	Eagle Midstream Canada Finance, Inc.	(4)(10)	SOFR +	6.25%	11.34%	8/15/2028	25,906		25,574		25,712		0.96		Eagle Midstream Canada Finance, Inc.	(4)(10)	SOFR +	6.25%		11.61%		8/15/2028		23,605			23,318			23,605			0.87
Freeport LNG Investments, LLLP	Freeport LNG Investments, LLLP	(9)	L +	3.50%	8.75%	12/21/2028	4,907		4,875		4,816		0.18		Freeport LNG Investments, LLLP	(9)	SOFR +	3.50%		9.09%		12/21/2028		4,894			4,864			4,856			0.18
KKR Alberta Midstrean Fince, Inc.	KKR Alberta Midstrean Fince, Inc.	(4)(10)	SOFR +	6.25%	11.34%	8/15/2028	14,094		13,913		13,988		0.52		KKR Alberta Midstrean Fince, Inc.	(4)(10)	SOFR +	6.25%		11.61%		8/15/2028		12,842			12,685			12,842			0.48
									52,202		52,396		1.95														48,690			49,184			1.82
Paper & Forest Products	Paper & Forest Products														Paper & Forest Products
Profile Products, LLC	Profile Products, LLC	(4)(10)	SOFR +	5.75%	10.99%	11/12/2027	75,633		74,291		73,175		2.73		Profile Products, LLC	(4)(10)	SOFR +	5.75%		11.22%		11/12/2027		75,495			74,233			73,042			2.70
Pharmaceuticals	Pharmaceuticals														Pharmaceuticals
ANI Pharmaceuticals, Inc.	ANI Pharmaceuticals, Inc.	(4)(10)	L +	6.00%	11.19%	11/19/2027	51,288		49,313		51,032		1.90		ANI Pharmaceuticals, Inc.	(10)	SOFR +	6.00%		11.43%		11/19/2027		51,144			49,269			51,154			1.89
Jazz Pharmaceuticals, Inc.	Jazz Pharmaceuticals, Inc.	(9)	L +	4.75%	9.97%	5/5/2028	3,551		3,552		3,550		0.13		Jazz Pharmaceuticals, Inc.	(9)	SOFR +	4.75%		10.28%		5/5/2028		3,541			3,542			3,542			0.13
									52,865		54,582		2.03														52,811			54,696			2.02
Professional Services	Professional Services														Professional Services
Aqgen Island Holdings, Inc.	Aqgen Island Holdings, Inc.	(9)	SOFR +	3.50%	8.72%	8/2/2028	7,900		7,643		7,786		0.29		Aqgen Island Holdings, Inc.	(9)	SOFR +	3.50%		8.93%		8/2/2028		7,663			7,427			7,611			0.28
Armor Holdco, Inc.	Armor Holdco, Inc.	(9)	SOFR +	4.50%	10.09%	12/11/2028	4,184		4,113		4,197		0.16		Armor Holdco, Inc.	(9)	SOFR +	4.50%		10.09%		12/11/2028		4,173			4,106			4,196			0.16
Camelot US Acquisition, LLC	Camelot US Acquisition, LLC	(11)	SOFR +	3.00%	8.27%	10/30/2026	3,335		3,277		3,335		0.12		Camelot US Acquisition, LLC	(11)	SOFR +	3.00%		8.43%		10/30/2026		3,335			3,281			3,334			0.12
Cast & Crew Payroll, LLC	Cast & Crew Payroll, LLC	(9)	SOFR +	3.75%	8.97%	12/29/2028	4,925		4,923		4,825		0.18		Cast & Crew Payroll, LLC	(9)	SOFR +	3.75%		9.07%		12/29/2028		4,913			4,911			4,871			0.18
CFGI Holdings, LLC	CFGI Holdings, LLC	(4)(10)	SOFR +	5.00%	10.25%	11/2/2027	114,140		114,140		114,140		4.26		CFGI Holdings, LLC	(4)(10)	SOFR +	5.00%		10.42%		11/2/2027		111,602			111,602			111,602			4.13
Corporation Service Company															Corporation Service Company	(9)	SOFR +	3.25%		8.67%		11/2/2029		2,407			2,344			2,410			0.09
Cumming Group, Inc.	Cumming Group, Inc.	(4)(7)(11)	SOFR +	6.00%	11.10%	5/26/2027	15,581		15,565		15,144		0.56		Cumming Group, Inc.	(4)(7)(11)	SOFR +	6.00%		11.32%		5/26/2027		15,541			15,527			15,236			0.56
Deerfield Dakota Holding, LLC	Deerfield Dakota Holding, LLC	(11)	SOFR +	3.75%	8.99%	4/9/2027	9,865		9,691		9,599		0.36		Deerfield Dakota Holding, LLC	(11)	SOFR +	3.75%		9.14%		4/9/2027		9,840			9,678			9,616			0.36
EP Purchaser, LLC	EP Purchaser, LLC	(9)	SOFR +	3.50%	9.00%	11/6/2028	3,456		3,450		3,391		0.13		EP Purchaser, LLC	(9)	SOFR +	3.50%		9.15%		11/6/2028		3,454			3,447			3,419			0.13
Galaxy US Opco, Inc.	Galaxy US Opco, Inc.	(9)	SOFR +	4.75%	9.85%	4/29/2029	4,963		4,859		4,677		0.17		Galaxy US Opco, Inc.	(9)	SOFR +	4.75%		10.07%		4/29/2029		4,963			4,863			4,758			0.18
IG Investments Holdings, LLC	IG Investments Holdings, LLC	(4)(5)(10)	SOFR +	6.00%	11.20%	9/22/2028	135,670		135,072		134,992		5.04		IG Investments Holdings, LLC	(4)(10)	SOFR +	6.00%		11.47%		9/22/2028		135,325			134,757			134,648			4.98
Kwor Acquisition, Inc.	Kwor Acquisition, Inc.	(4)(10)	SOFR +	5.25%	12.50%	12/22/2028	91,741		88,896		88,530		3.30		Kwor Acquisition, Inc.	(4)(10)	SOFR +	5.25%		10.67%		12/22/2028		91,676			88,963			89,613			3.32
National Intergovernmental Purchasing Alliance Co.		(8)	SOFR +	3.50%	8.74%	5/23/2025	4,941		4,908		4,925		0.18
Saphilux Sarl															Saphilux Sarl	(4)(8)	S +	5.50%		10.69%		7/18/2028		GBP	20,000		25,392			24,533			0.91
Sherlock Buyer Corp.	Sherlock Buyer Corp.	(4)(10)	SOFR +	5.75%	11.09%	12/8/2028	27,665		27,318		27,111		1.01		Sherlock Buyer Corp.	(4)(10)	SOFR +	5.75%		11.24%		12/8/2028		27,595			27,265			27,043			1.00
The Dun & Bradstreet Corporation	The Dun & Bradstreet Corporation	(8)	SOFR +	3.25%	8.43%	2/6/2026	7,971		7,759		7,988		0.30		The Dun & Bradstreet Corporation	(8)	SOFR +	2.75%		8.17%		2/6/2026		7,950			7,944			7,947			0.29
Trans Union, LLC	Trans Union, LLC	(9)	SOFR +	2.25%	7.52%	12/1/2028	2,229		2,238		2,227		0.08		Trans Union, LLC	(9)	SOFR +	2.25%		7.68%		12/1/2028		2,149			2,157			2,151			0.08
Trinity Air Consultants Holdings Corp.	Trinity Air Consultants Holdings Corp.	(4)(10)	L +	5.25%	10.62%	6/29/2027	118,000		116,996		116,820		4.36		Trinity Air Consultants Holdings Corp.	(4)(10)	SOFR +	5.25%		10.62%		6/29/2027		118,000			117,060			118,000			4.37
VT Topco, Inc.		(10)	SOFR +	3.75%	8.97%	8/1/2025	5,961		5,928		5,893		0.22
VT Topco, Inc.		(7)(10)	L +	3.75%	7.82%	8/1/2025	170		170		168		0.01
West Monroe Partners, LLC	West Monroe Partners, LLC	(4)(7)(10)	L +	5.25%	10.40%	11/8/2028	29,192		28,724		28,171		1.05		West Monroe Partners, LLC	(4)(7)(10)	SOFR +	5.25%		10.69%		11/8/2028		29,119			28,673			28,099			1.04
West Monroe Partners, LLC	West Monroe Partners, LLC	(4)(7)(10)	L +	5.25%	10.41%	11/8/2027	758		758		731		0.03		West Monroe Partners, LLC	(4)(7)(10)	SOFR +	5.25%		10.70%		11/8/2027		644			644			622			0.02
									586,428		584,650		21.81														600,041			599,709			22.20
Real Estate Management & Development	Real Estate Management & Development														Real Estate Management & Development
Progress Residential PM Holdings, LLC	Progress Residential PM Holdings, LLC	(4)(7)(10)	SOFR +	6.25%	11.66%	2/16/2028	18,138		18,277		18,138		0.68		Progress Residential PM Holdings, LLC	(4)(7)(10)	SOFR +	5.50%		10.92%		2/16/2028		18,138			18,269			18,138			0.67
Software	Software														Software
2U, Inc.	2U, Inc.	(10)	SOFR +	6.50%	11.32%	12/28/2026	45,003		42,983		43,457		1.62		2U, Inc.	(10)	SOFR +	6.50%		11.95%		12/28/2026		44,890			43,020			41,945			1.55
Apex Group Treasury, LLC	Apex Group Treasury, LLC	(9)	L +	3.75%	9.07%	7/27/2028	1,086		1,072		1,074		0.04		Apex Group Treasury, LLC	(9)	SOFR +	3.75%		9.38%		7/27/2028		1,083			1,070			1,076			0.04
Apex Group Treasury, LLC	Apex Group Treasury, LLC	(9)	SOFR +	5.00%	9.99%	7/27/2028	61,690		58,140		61,459		2.29		Apex Group Treasury, LLC	(4)(9)	SOFR +	5.00%		10.31%		7/27/2028		61,535			58,051			61,689			2.28

~~140~~145

Table of Contents


BCRED Emerald JV LP Consolidated Schedule of Investments June 30, 2023 (in thousands) (Unaudited)

BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)															BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets				Investments (1)		Footnotes		Reference Rate and Spread		Interest Rate (2)(15)			Maturity Date			Par Amount/Units (1)			Cost (3)			Fair Value	% of Net Assets
First Lien Debt (continued)	First Lien Debt (continued)														First Lien Debt (continued)
Software (continued)	Software (continued)														Software (continued)
Boxer Parent Company, Inc.	Boxer Parent Company, Inc.	(8)	SOFR +	3.75%	8.97%	10/2/2025	$	7,687	$	7,535	$	7,635	0.28	%	Boxer Parent Company, Inc.	(8)	SOFR +	3.75%		9.18%		10/2/2025		$	7,664		$	7,530		$	7,665		0.28	%
Brown Group Holdings, LLC		(9)	SOFR +	2.50%	7.75%	6/7/2028	5,919		5,687		5,837		0.22
Cloudera, Inc.	Cloudera, Inc.	(9)	SOFR +	3.75%	8.95%	10/8/2028	8,160		7,897		7,984		0.30		Cloudera, Inc.	(9)	SOFR +	3.75%		9.17%		10/8/2028		8,139			7,890			7,997			0.30
Community Brands ParentCo, LLC	Community Brands ParentCo, LLC	(4)(5)(10)	SOFR +	5.75%	10.70%	2/24/2028	75,557		74,243		74,046		2.76		Community Brands ParentCo, LLC	(4)(10)	SOFR +	5.65%		11.02%		2/24/2028		75,366			74,126			74,612			2.76
Confine Visual Bidco	Confine Visual Bidco	(4)(7)(10)	SOFR +	5.75%	10.80%	2/23/2029	31,852		31,019		28,575		1.07		Confine Visual Bidco	(4)(7)(10)	SOFR +	5.75%		11.05% (incl. 3.00% PIK)		2/23/2029		32,099			31,303			28,236			1.04
ConnectWise, LLC	ConnectWise, LLC	(9)	L +	3.50%	8.69%	9/29/2028	4,433		4,439		4,327		0.16		ConnectWise, LLC	(9)	SOFR +	3.50%		8.93%		9/29/2028		4,421			4,427			4,360			0.16
Delta Topco, Inc.	Delta Topco, Inc.	(10)	SOFR +	3.75%	9.07%	12/1/2027	3,950		3,923		3,831		0.14		Delta Topco, Inc.	(10)	SOFR +	3.75%		9.07%		12/1/2027		3,940			3,914			3,908			0.14
ECI Macola Max Holding, LLC	ECI Macola Max Holding, LLC	(10)	SOFR +	3.75%	9.25%	11/9/2027	6,911		6,707		6,849		0.26		ECI Macola Max Holding, LLC	(10)	SOFR +	3.75%		9.40%		11/9/2027		6,894			6,702			6,889			0.25
Epicor Software Corp.	Epicor Software Corp.	(10)	SOFR +	3.25%	8.47%	7/30/2027	9,861		9,633		9,752		0.36		Epicor Software Corp.	(10)	SOFR +	3.25%		8.68%		7/30/2027		9,835			9,623			9,834			0.36
Flexera Software, LLC	Flexera Software, LLC	(10)	SOFR +	3.75%	8.97%	3/3/2028	5,537		5,433		5,466		0.20		Flexera Software, LLC	(10)	SOFR +	3.75%		9.18%		3/3/2028		5,523			5,425			5,490			0.20
GI Consilio Parent, LLC	GI Consilio Parent, LLC	(9)	L +	4.00%	9.19%	5/12/2028	7,117		6,985		6,935		0.26		GI Consilio Parent, LLC	(9)	SOFR +	4.00%		9.43%		5/12/2028		7,099			6,974			6,927			0.26
GI Consilio Parent, LLC															GI Consilio Parent, LLC	(4)(9)	SOFR +	4.50%		10.13%		5/12/2028		10,000			9,800			9,829			0.36
GovernmentJobs.com, Inc.	GovernmentJobs.com, Inc.	(4)(7)(10)	SOFR +	5.50%	10.70%	12/1/2028	23,305		22,888		22,679		0.85		GovernmentJobs.com, Inc.	(4)(7)(10)	SOFR +	5.50%		10.92%		12/1/2028		23,246			22,880			23,020			0.85
GovernmentJobs.com, Inc.	GovernmentJobs.com, Inc.	(4)(7)(10)	SOFR +	5.50%	10.70%	12/2/2027	962		929		911		0.03		GovernmentJobs.com, Inc.	(4)(7)(10)	SOFR +	5.50%		10.90%		12/1/2028		962			895			902			0.03
GraphPAD Software, LLC	GraphPAD Software, LLC	(4)(11)	SOFR +	5.50%	10.71%	4/27/2027	15,296		15,167		14,990		0.56		GraphPAD Software, LLC	(4)(11)	SOFR +	5.50%		11.22%		4/27/2027		15,439			15,317			15,208			0.56
Greeneden U.S. Holdings II, LLC	Greeneden U.S. Holdings II, LLC	(10)	SOFR +	4.00%	9.22%	12/1/2027	4,432		4,433		4,426		0.17		Greeneden U.S. Holdings II, LLC	(10)	SOFR +	4.00%		9.43%		12/1/2027		4,421			4,422			4,429			0.16
HS Purchaser, LLC	HS Purchaser, LLC	(10)	SOFR +	4.00%	9.15%	11/19/2026	3,941		3,916		3,606		0.13		HS Purchaser, LLC	(10)	SOFR +	4.00%		9.47%		11/19/2026		3,931			3,908			3,777			0.14
Hyland Software, Inc.		(10)	L +	3.50%	8.69%	7/1/2024	3,941		3,927		3,913		0.15
Idera, Inc.	Idera, Inc.	(10)	SOFR +	3.75%	9.01%	3/2/2028	2,955		2,963		2,884		0.11		Idera, Inc.	(10)	SOFR +	3.75%		9.27%		3/2/2028		2,947			2,955			2,929			0.11
Informatica, LLC	Informatica, LLC	(8)	SOFR +	2.75%	8.00%	10/27/2028	1,580		1,563		1,580		0.06		Informatica, LLC	(8)	SOFR +	2.75%		8.18%		10/27/2028		1,576			1,560			1,574			0.06
ION Trading Finance Ltd.	ION Trading Finance Ltd.	(8)	SOFR +	4.75%	10.09%	4/3/2028	7,763		7,461		7,630		0.28		ION Trading Finance Ltd.	(8)	SOFR +	4.75%		10.24%		4/3/2028		7,743			7,458			7,654			0.28
LD Lower Holdings, Inc.	LD Lower Holdings, Inc.	(4)(11)	SOFR +	6.50%	11.84%	2/8/2026	14,907		14,811		14,683		0.55		LD Lower Holdings, Inc.	(4)(11)	SOFR +	6.50%		11.99%		2/8/2026		14,869			14,782			14,720			0.54
Medallia, Inc.	Medallia, Inc.	(4)(10)	L +	6.50%	11.69% (incl. 5.83% PIK)	10/29/2028	47,824		47,142		46,868		1.75		Medallia, Inc.	(4)(10)	SOFR +	6.00%		11.42% (incl. 5.97% PIK)		10/29/2028		48,544			47,894			47,573			1.76
Mitnick Purchaser, Inc.	Mitnick Purchaser, Inc.	(9)	SOFR +	4.75%	9.90%	5/2/2029	4,962		4,942		4,820		0.18		Mitnick Purchaser, Inc.	(9)	SOFR +	4.50%		9.97%		5/2/2029		4,950			4,930			4,778			0.18
Mitratech Holdings, Inc.	Mitratech Holdings, Inc.	(4)(10)	SOFR +	5.00%	10.17%	5/18/2028	27,500		26,325		26,400		0.98		Mitratech Holdings, Inc.	(4)(10)	SOFR +	5.00%		10.47%		5/18/2028		27,363			26,254			26,610			0.98
Mitratech Holdings, Inc.	Mitratech Holdings, Inc.	(10)	SOFR +	4.25%	9.73%	5/18/2028	15,000		14,282		14,606		0.54		Mitratech Holdings, Inc.	(10)	SOFR +	4.25%		9.88%		5/18/2028		14,963			14,283			14,701			0.54
Monk Holding Co.	Monk Holding Co.	(4)(10)(18)	SOFR +	5.70%	10.84%	12/1/2027	109,323		107,277		108,230		4.04		Monk Holding Co.	(4)(10)(18)	SOFR +	5.70%		10.99%		12/1/2027		109,060			107,135			109,060			4.04
Monk Holding Co.	Monk Holding Co.	(4)(7)(10)	SOFR +	5.50%	10.84%	12/1/2027	680		600		577		0.02		Monk Holding Co.	(4)(7)(10)	SOFR +	5.50%		10.99%		12/1/2027		679			603			573			0.02
MRI Software, LLC	MRI Software, LLC	(5)(11)	SOFR +	5.50%	10.84%	2/10/2026	10,125		9,885		9,847		0.37		MRI Software, LLC	(4)(11)	SOFR +	5.50%		10.99%		2/10/2026		10,099			9,882			9,891			0.37
Nintex Topco Limited	Nintex Topco Limited	(4)(10)	SOFR +	6.00%	11.39%	11/13/2028	32,754		32,206		30,625		1.14		Nintex Topco Limited	(4)(10)	SOFR +	6.00%		11.39%		11/13/2028		32,588			32,070			30,796			1.14
NortonLifeLock, Inc.	NortonLifeLock, Inc.	(9)	SOFR +	2.00%	7.20%	9/12/2029	3,546		3,530		3,533		0.13		NortonLifeLock, Inc.	(9)	SOFR +	2.00%		7.42%		9/12/2029		3,536			3,521			3,530			0.13
Perforce Software, Inc.	Perforce Software, Inc.	(8)	L +	3.75%	8.94%	7/1/2026	1,335		1,332		1,268		0.05		Perforce Software, Inc.	(8)	SOFR +	3.75%		9.18%		7/1/2026		1,332			1,329			1,298			0.05
Project Alpha Intermediate Holding, Inc.	Project Alpha Intermediate Holding, Inc.	(8)	L +	4.00%	9.20%	4/26/2024	2,955		2,951		2,951		0.11		Project Alpha Intermediate Holding, Inc.	(8)	SOFR +	4.00%		9.43%		4/26/2024		2,947			2,945			2,948			0.11
Proofpoint, Inc.	Proofpoint, Inc.	(5)(9)	SOFR +	6.25%	11.47%	8/31/2028	8,850		8,546		8,677		0.32		Proofpoint, Inc.	(9)	SOFR +	3.25%		8.68%		8/31/2028		8,828			8,539			8,766			0.32
Quartz Acquireco LLC	Quartz Acquireco LLC	(4)(9)	SOFR +	3.50%	8.59%	6/28/2030	6,766		6,699		6,775		0.25		Quartz Acquireco LLC	(4)(9)	SOFR +	3.50%		8.82%		6/28/2030		6,766			6,701			6,766			0.25
Quest Software US Holdings, Inc.	Quest Software US Holdings, Inc.	(9)	SOFR +	4.25%	9.45%	2/1/2029	3,970		3,938		3,102		0.12		Quest Software US Holdings, Inc.	(9)	SOFR +	4.25%		9.77%		2/1/2029		3,960			3,930			3,314			0.12
RealPage, Inc.	RealPage, Inc.	(9)	SOFR +	3.00%	8.22%	4/24/2028	7,892		7,695		7,731		0.29		RealPage, Inc.	(9)	SOFR +	3.00%		8.43%		4/24/2028		7,872			7,686			7,792			0.29
Relativity ODA, LLC	Relativity ODA, LLC	(4)(7)(11)	SOFR +	6.50%	11.70%	5/12/2027	54,448		53,794		53,624		2.00		Relativity ODA, LLC	(4)(7)(11)	SOFR +	6.50%		11.92%		5/12/2027		54,525			53,913			53,699			1.99
Rocket Software, Inc.	Rocket Software, Inc.	(8)	SOFR +	4.25%	9.47%	11/28/2025	1,484		1,433		1,472		0.05		Rocket Software, Inc.	(8)	SOFR +	4.25%		9.68%		11/28/2025		1,481			1,432			1,482			0.05
Rocket Software, Inc.	Rocket Software, Inc.	(9)	SOFR +	4.25%	9.47%	11/28/2025	5,406		5,284		5,365		0.20		Rocket Software, Inc.	(9)	SOFR +	4.25%		9.68%		11/28/2025		5,392			5,283			5,392			0.20
S2P Acquisition Borrower, Inc.	S2P Acquisition Borrower, Inc.	(8)	SOFR +	4.00%	9.20%	8/14/2026	4,933		4,893		4,926		0.18		S2P Acquisition Borrower, Inc.	(8)	SOFR +	4.00%		9.42%		8/14/2026		4,921			4,884			4,921			0.18
SolarWinds Holdings Inc.	SolarWinds Holdings Inc.	(8)	SOFR +	4.00%	8.85%	2/5/2027	2,923		2,923		2,927		0.11		SolarWinds Holdings Inc.	(8)	SOFR +	3.75%		9.07%		2/5/2027		2,916			2,916			2,923			0.11
Sophia, LP	Sophia, LP	(9)	L +	3.50%	9.04%	10/7/2027	9,874		9,550		9,784		0.36		Sophia, LP	(9)	SOFR +	3.50%		8.82%		10/7/2027		9,849			9,545			9,839			0.36
Sovos Compliance, LLC	Sovos Compliance, LLC	(9)	SOFR +	4.50%	9.72%	8/11/2028	3,945		3,944		3,816		0.14		Sovos Compliance, LLC	(9)	SOFR +	4.50%		9.93%		8/11/2028		3,935			3,934			3,879			0.14
SS&C Technologies, Inc.	SS&C Technologies, Inc.	(9)	SOFR +	2.25%	7.50%	3/22/2029	4,243		4,155		4,236		0.16		SS&C Technologies, Inc.	(9)	SOFR +	2.25%		7.67%		3/22/2029		4,232			4,148			4,236			0.16
Stamps.com, Inc.	Stamps.com, Inc.	(4)(10)	L +	5.75%	10.94%	10/5/2028	59,250		58,321		57,769		2.15		Stamps.com, Inc.	(4)(10)	SOFR +	5.75%		11.17%		10/5/2028		59,100			58,196			57,623			2.13
Surf Holdings, LLC	Surf Holdings, LLC	(8)	L +	3.50%	8.70%	3/5/2027	4,929		4,869		4,897		0.18		Surf Holdings, LLC	(8)	SOFR +	3.50%		8.94%		3/5/2027		4,916			4,860			4,912			0.18
Symphony Technology Group	Symphony Technology Group	(5)(9)	SOFR +	3.75%	9.01%	3/1/2029	5,940		5,848		5,698		0.21		Symphony Technology Group	(9)	SOFR +	3.75%		9.18%		3/1/2029		5,925			5,837			5,797			0.21
Symphony Technology Group	Symphony Technology Group	(5)(10)	L +	4.75%	10.03%	7/27/2028	1,975		1,979		1,494		0.06		Symphony Technology Group	(10)	SOFR +	5.00%		10.63%		7/27/2028		1,970			1,974			1,476			0.05
The Ultimate Software Group, Inc.	The Ultimate Software Group, Inc.	(9)	SOFR +	3.25%	8.27%	5/4/2026	9,128		8,920		8,972		0.33		The Ultimate Software Group, Inc.	(9)	SOFR +	3.25%		8.62%		5/4/2026		9,105			8,916			9,089			0.34
Triple Lift, Inc.	Triple Lift, Inc.	(4)(10)	SOFR +	5.50%	10.87%	5/5/2028	59,718		59,216		58,524		2.18		Triple Lift, Inc.	(4)(10)	SOFR +	5.50%		11.05%		5/5/2028		59,543			59,068			57,756			2.14
Triple Lift, Inc.	Triple Lift, Inc.	(4)(7)(10)	SOFR +	5.25%	10.30%	5/5/2028	821		788		779		0.03		Triple Lift, Inc.	(4)(7)(10)	SOFR +	5.50%		10.95%		5/5/2028		821			790			757			0.03
Vision Solutions, Inc.	Vision Solutions, Inc.	(5)(10)	L +	4.00%	9.51%	4/24/2028	5,989		5,938		5,705		0.21		Vision Solutions, Inc.	(10)	SOFR +	4.00%		9.61%		4/24/2028		5,961			5,913			5,793			0.21
VS Buyer, LLC	VS Buyer, LLC	(8)	SOFR +	3.25%	8.52%	2/28/2027	3,042		3,006		3,012		0.11		VS Buyer, LLC	(8)	SOFR +	3.25%		8.67%		2/28/2027		3,034			3,000			3,026			0.11
									855,965		853,539		31.80														856,343			855,666			31.60
Specialty Retail	Specialty Retail														Specialty Retail
CustomInk, LLC	CustomInk, LLC	(4)(11)(18)	SOFR +	6.18%	11.26%	5/3/2026	36,866		36,561		36,866		1.38		CustomInk, LLC	(4)(11)(18)	SOFR +	6.18%		11.37%		5/3/2026		36,866			36,588			36,866			1.36
EG America, LLC	EG America, LLC	(4)(8)	SOFR +	5.50%	10.73%	2/28/2028	5,937		5,606		5,776		0.22		EG America, LLC	(8)	SOFR +	4.00%		9.41%		2/7/2025		1,677			1,641			1,681			0.06
EG America, LLC															EG America, LLC	(8)	SOFR +	4.00%		9.48%		2/7/2025		3,547			3,471			3,405			0.13
									42,167		42,642		1.60														41,700			41,952			1.55
Technology Hardware, Storage & Peripherals	Technology Hardware, Storage & Peripherals														Technology Hardware, Storage & Peripherals
Lytx, Inc.	Lytx, Inc.	(4)(11)	SOFR +	6.75%	11.95%	2/28/2028	29,247		29,135		29,027		1.08		Lytx, Inc.	(4)(11)	SOFR +	6.75%		12.17%		2/28/2028		29,247			29,141			29,247			1.08

~~141~~146

Table of Contents


BCRED Emerald JV LP Consolidated Schedule of Investments June 30, 2023 (in thousands) (Unaudited)

BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)															BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets				Investments (1)		Footnotes		Reference Rate and Spread		Interest Rate (2)(15)			Maturity Date			Par Amount/Units (1)			Cost (3)			Fair Value	% of Net Assets
First Lien Debt (continued)	First Lien Debt (continued)														First Lien Debt (continued)
Trading Companies & Distributors	Trading Companies & Distributors														Trading Companies & Distributors
Core and Main, LP	Core and Main, LP	(8)	SOFR +	2.50%	7.74%	7/27/2028	$	3,960	$	3,886	$	3,949	0.15	%	Core and Main, LP	(8)	SOFR +	2.50%		7.69%		7/27/2028		$	3,950		$	3,879		$	3,955		0.15	%
Foundation Building Materials, Inc.	Foundation Building Materials, Inc.	(9)	L +	3.25%	8.52%	1/31/2028	6,904		6,689		6,725		0.25		Foundation Building Materials, Inc.	(9)	SOFR +	3.25%		8.88%		1/31/2028		6,887			6,684			6,828			0.25
Icebox Holdco III, Inc.	Icebox Holdco III, Inc.	(9)	SOFR +	3.75%	9.09%	12/22/2028	5,920		5,875		5,753		0.21		Icebox Holdco III, Inc.	(9)	SOFR +	3.75%		9.25%		12/22/2028		5,890			5,847			5,869			0.22
LBM Acquisition, LLC	LBM Acquisition, LLC	(10)	L +	3.75%	8.90%	12/17/2027	3,940		3,938		3,794		0.14		LBM Acquisition, LLC	(10)	SOFR +	3.75%		9.17%		12/17/2027		3,930			3,928			3,845			0.14
Park River Holdings, Inc.	Park River Holdings, Inc.	(10)	L +	3.25%	8.52%	12/28/2027	3,386		3,339		3,256		0.12		Park River Holdings, Inc.	(10)	L +	3.25%		8.52%		12/28/2027		3,378			3,333			3,272			0.12
Porcelain Acquisition Corp.	Porcelain Acquisition Corp.	(4)(7)(11)	SOFR +	6.00%	11.34%	4/1/2027	8,733		8,565		8,496		0.32		Porcelain Acquisition Corp.	(4)(7)(11)	SOFR +	6.00%		11.34%		4/1/2027		8,710			8,554			8,474			0.31
Specialty Building Products Holdings, LLC	Specialty Building Products Holdings, LLC	(9)	SOFR +	3.25%	8.45%	10/15/2028	1,975		1,985		1,895		0.07		Specialty Building Products Holdings, LLC	(9)	SOFR +	3.75%		9.17%		10/15/2028		1,970			1,979			1,952			0.07
SRS Distribution, Inc.	SRS Distribution, Inc.	(9)	SOFR +	3.50%	8.70%	6/2/2028	1,975		1,953		1,932		0.07		SRS Distribution, Inc.	(9)	SOFR +	3.50%		8.92%		6/2/2028		1,970			1,950			1,954			0.07
SRS Distribution, Inc.	SRS Distribution, Inc.	(9)	L +	3.50%	8.69%	6/2/2028	7,904		7,730		7,698		0.29		SRS Distribution, Inc.	(9)	SOFR +	3.50%		8.93%		6/2/2028		7,884			7,720			7,817			0.29
The Cook & Boardman Group, LLC	The Cook & Boardman Group, LLC	(11)	SOFR +	5.75%	10.94%	10/17/2025	46,693		44,865		42,925		1.60		The Cook & Boardman Group, LLC	(11)	SOFR +	5.75%		11.18%		10/17/2025		46,571			44,948			45,407			1.68
									88,825		86,423		3.22														88,822			89,373			3.30
Transportation Infrastructure	Transportation Infrastructure														Transportation Infrastructure
Froneri International PLC		(8)	SOFR +	2.25%	7.45%	1/29/2027	4,883		4,768		4,864		0.18
Frontline Road Safety, LLC	Frontline Road Safety, LLC	(4)(10)	SOFR +	5.75%	11.05%	5/3/2027	13,187		12,837		12,626		0.47		Frontline Road Safety, LLC	(4)(10)	SOFR +	5.75%		11.55%		5/3/2027		13,153			12,827			12,956			0.48
Roadsafe Holdings, Inc.	Roadsafe Holdings, Inc.	(4)(11)	SOFR +	5.75%	10.94%	10/19/2027	11,887		11,798		11,441		0.43		Roadsafe Holdings, Inc.	(4)(11)	SOFR +	5.75%		10.94%		10/19/2027		11,872			11,788			11,427			0.42
Roadsafe Holdings, Inc.	Roadsafe Holdings, Inc.	(4)(11)	SOFR +	5.75%	11.14%	10/19/2027	6,841		6,764		6,585		0.25		Roadsafe Holdings, Inc.	(4)(11)	SOFR +	5.75%		10.66%		10/19/2027		6,828			6,756			6,572			0.24
									36,167		35,516		1.33														31,371			30,955			1.14
Wireless Telecommunication Services	Wireless Telecommunication Services														Wireless Telecommunication Services
CCI Buyer, Inc.	CCI Buyer, Inc.	(10)	SOFR +	4.00%	9.24%	12/17/2027	6,710		6,568		6,597		0.25		CCI Buyer, Inc.	(10)	SOFR +	4.00%		9.39%		12/17/2027		6,693			6,560			6,617			0.24
Total First Lien Debt	Total First Lien Debt								5,298,052		5,257,531		196.05		Total First Lien Debt												5,298,467			5,282,913			195.41

~~142~~147

Table of Contents


BCRED Emerald JV LP Consolidated Schedule of Investments June 30, 2023 (in thousands) (Unaudited)

BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)															BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets				Investments (1)		Footnotes		Reference Rate and Spread		Interest Rate (2)(15)			Maturity Date			Par Amount/Units (1)			Cost (3)			Fair Value	% of Net Assets
Second Lien Debt	Second Lien Debt														Second Lien Debt
Diversified Consumer Services	Diversified Consumer Services														Diversified Consumer Services
Ascend Learning, LLC	Ascend Learning, LLC	(9)	SOFR +	5.75%	11.00%	12/10/2029	$	5,301	$	4,769	$	4,539	0.17	%	Ascend Learning, LLC	(9)	SOFR +	5.75%		11.17%		12/10/2029		$	5,301		$	4,789		$	4,583		0.17	%
Health Care Providers & Services	Health Care Providers & Services														Health Care Providers & Services
Canadian Hospital Specialties Ltd.	Canadian Hospital Specialties Ltd.	(4)(5)(8)		8.75%	8.75%	4/15/2029	CAD	12,000	8,329		7,980		0.30		Canadian Hospital Specialties Ltd.	(4)(8)		8.75%		8.75%		4/15/2029		CAD	12,000		8,438			7,811			0.29
Jayhawk Buyer, LLC	Jayhawk Buyer, LLC	(4)(11)	L +	8.75%	14.03%	10/15/2027	24,712		24,549		24,465		0.91		Jayhawk Buyer, LLC	(4)(11)	SOFR +	8.75%		14.22%		10/15/2027		24,712			24,558			24,094			0.89
									32,878		32,445		1.21														32,996			31,905			1.18
Industrial Conglomerates	Industrial Conglomerates														Industrial Conglomerates
Victory Buyer, LLC	Victory Buyer, LLC	(4)(9)	SOFR +	7.00%	12.51%	11/1/2029	66,704		65,540		60,701		2.26		Victory Buyer, LLC	(4)(9)	SOFR +	7.00%		12.43%		11/1/2029		66,704			65,586			62,368			2.31
Life Sciences Tools & Services	Life Sciences Tools & Services														Life Sciences Tools & Services
Curia Global, Inc.	Curia Global, Inc.	(4)(10)	L +	6.50%	11.77%	8/31/2029	37,847		37,089		31,224		1.16		Curia Global, Inc.	(4)(10)	SOFR +	6.50%		12.13%		8/31/2029		37,847			37,120			29,899			1.11
Phoenix Newco, Inc.	Phoenix Newco, Inc.	(4)(9)	SOFR +	6.50%	11.72%	11/15/2029	37,847		37,086		37,847		1.41		Phoenix Newco, Inc.	(4)(9)	SOFR +	6.50%		11.93%		11/15/2029		37,847			37,116			37,847			1.40
									74,175		69,071		2.57														74,236			67,746			2.51
Software	Software														Software
Apex Group Treasury, LLC	Apex Group Treasury, LLC	(4)(9)	L +	6.75%	12.29%	7/27/2029	37,847		38,015		37,279		1.39		Apex Group Treasury, LLC	(4)(9)	SOFR +	6.75%		12.40%		7/27/2029		37,847			38,013			37,748			1.40
Proofpoint, Inc.	Proofpoint, Inc.	(5)(9)	SOFR +	6.25%	11.47%	8/31/2029	37,847		36,982		36,806		1.37		Proofpoint, Inc.	(9)	SOFR +	6.25%		11.68%		8/31/2029		37,847			37,023			38,030			1.41
Vision Solutions, Inc.	Vision Solutions, Inc.	(5)(10)	L +	7.25%	12.51%	4/23/2029	36,721		31,900		31,855		1.19		Vision Solutions, Inc.	(10)	SOFR +	7.25%		12.86%		4/23/2029		33,922			29,686			30,726			1.14
									106,897		105,940		3.95														104,722			106,504			3.95
Total Second Lien Debt	Total Second Lien Debt								284,259		272,696		10.16		Total Second Lien Debt												282,329			273,106			10.12
Bonds	Bonds														Bonds
Software	Software														Software
Tangerine Bidco SPA	Tangerine Bidco SPA	(4)(8)	E +	6.50%	10.10%	12/30/2029	EUR	66,000	68,014		70,206		2.62		Tangerine Bidco SPA	(4)(8)	E +	6.50%		10.47%		12/30/2029		EUR	66,000		68,096			68,829			2.55
TeamSystem SpA	TeamSystem SpA	(4)(8)	E +	6.25%	9.43%	2/15/2028	EUR	35,000	33,453		37,833		1.41		TeamSystem SpA	(4)(8)	E +	6.25%		9.91%		2/15/2028		EUR	35,000		33,506			37,056			1.37
									101,467		108,039		4.03														101,602			105,885			3.92
Total Bonds	Total Bonds								101,467		108,039		4.03		Total Bonds												101,602			105,885			3.92
Equity	Equity														Equity
Aerospace & Defense	Aerospace & Defense														Aerospace & Defense
Loar Acquisition 13, LLC - Common Units	Loar Acquisition 13, LLC - Common Units	(4)					2,547,048		4,305		6,979		0.26		Loar Acquisition 13, LLC - Common Units	(4)								2,547,048			4,305			7,641			0.28
Air Freight & Logistics	Air Freight & Logistics														Air Freight & Logistics
AGI Group Holdings LP - A2 Units	AGI Group Holdings LP - A2 Units	(4)					194		208		141		0.01		AGI Group Holdings LP - A2 Units	(4)								194			208			129			0.00
Mode Holdings, L.P. - Class A-2 Common Units	Mode Holdings, L.P. - Class A-2 Common Units	(4)					1,230,769		2,215		2,597		0.10		Mode Holdings, L.P. - Class A-2 Common Units	(4)								1,230,769			2,215			2,375			0.09
									2,423		2,738		0.11														2,423			2,504			0.09
Chemicals	Chemicals														Chemicals
Pigments LP Int	Pigments LP Int	(4)					1,212		0		0		0.00		Pigments LP Int	(4)								1,212			—			—			0.00
Distributors	Distributors														Distributors
Box Co-Invest Blocker, LLC		(4)					780,000		780		702		0.03
Box Co-Invest Blocker, LLC - Series A Units															Box Co-Invest Blocker, LLC - Series A Units	(4)								780,000			780			601			0.02
Box Co-Invest Blocker, LLC - Series C Units															Box Co-Invest Blocker, LLC - Series C Units	(4)								94,753			92			99			0.00
GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP) - Class A Common Units	GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP) - Class A Common Units	(4)					301,167		1,239		3,151		0.12		GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP) - Class A Common Units	(4)								301,167			1,239			2,805			0.10
									2,019		3,853		0.15														2,111			3,505			0.12
Diversified Consumer Services	Diversified Consumer Services														Diversified Consumer Services
Cambium Holdings, LLC - Senior Preferred Interests	Cambium Holdings, LLC - Senior Preferred Interests	(4)			11.50%		974,662		1,133		1,189		0.04		Cambium Holdings, LLC - Senior Preferred Interests	(4)				11.50%				974,662			1,133			1,160			0.04
Deneb Ultimate Topco, LLC - Class A Units	Deneb Ultimate Topco, LLC - Class A Units	(4)					728		728		458		0.02		Deneb Ultimate Topco, LLC - Class A Units	(4)								728			728			354			0.01
									1,861		1,647		0.06														1,861			1,514			0.05
Health Care Providers & Services	Health Care Providers & Services														Health Care Providers & Services
Jayhawk Holdings, LP - A-1 Common Units	Jayhawk Holdings, LP - A-1 Common Units	(4)					797		210		131		0.00		Jayhawk Holdings, LP - A-1 Common Units	(4)								797			210			102			0.00
Jayhawk Holdings, LP - A-2 Common Units	Jayhawk Holdings, LP - A-2 Common Units	(4)					429		113		70		0.00		Jayhawk Holdings, LP - A-2 Common Units	(4)								429			113			55			0.00
									323		201		0.00														323			157			0.00
Software
Lobos Parent, Inc. - Series A Preferred Shares		(4)			10.50%		5,773		5,700		6,307		0.24
Specialty Retail	Specialty Retail														Specialty Retail
GSO DL CoInvest CI LP (CustomInk, LLC) - Series A Preferred Units	GSO DL CoInvest CI LP (CustomInk, LLC) - Series A Preferred Units	(4)					3,000,000		3,542		3,959		0.15		GSO DL CoInvest CI LP (CustomInk, LLC) - Series A Preferred Units	(4)								3,000,000			3,542			3,932			0.15
Transportation Infrastructure
Frontline Road Safety Investments, LLC - Class A Common Units		(4)					3,936		376		292		0.01
Total Equity									20,549		25,976		0.98
Total Investments Portfolio									5,704,327		5,664,242		211.22
Cash and Cash Equivalents
State Street Institutional U.S. Government Money Market Fund									6,074		6,074		0.23
Other Cash and Cash Equivalents									156,857		156,857		5.85
Total Portfolio Investments, Cash and Cash Equivalents									$	5,867,258	$	5,827,173	217.30	%

~~143~~148

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BCRED Emerald JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread	Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)	Cost (3)		Fair Value		% of Net Assets
Equity (continued)
Software
Lobos Parent, Inc. - Series A Preferred Shares	(4)		10.50%		5,773	$	5,700	$	6,495	0.24	%
Transportation Infrastructure
Frontline Road Safety Investments, LLC - Class A Common Units	(4)				3,936	376		385		0.01
Total Equity						20,641		26,133		0.94
Total Investment Portfolio						5,703,039		5,688,037		210.39
Cash and Cash Equivalents
State Street Institutional U.S. Government Money Market Fund						6,718		6,718		0.25
Other Cash and Cash Equivalents						132,971		132,971		4.92
Total Portfolio Investments, Cash and Cash Equivalents						$	5,842,728	$	5,827,726	215.56	%

(1)Unless otherwise indicated, all 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. As of ~~June~~September 30, 2023, the Company had investments denominated in Canadian Dollars (CAD), Euros (EUR), British Pounds (GBP), Swiss Francs (CHF), Danish Krone (DKK), Swedish Krona (SEK), Norwegian Krone (NOK), and New Zealand Dollars (NZD). 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 (in thousands) is presented for debt investments, while the number of shares or units (in whole amounts) 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”), Stockholm Interbank Offered Rate (“STIBOR” or “ST”), Copenhagen Interbank Offered Rate (“~~CIBOR”~~CIBOR" or “CI”), Norwegian Interbank Offered Rate (“NIBOR” or “N”), Swiss Average Rate Overnight (“SARON” or “SA”), New Zealand Bank Bill Reference Rate ("BKBM" or "B"), or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of ~~June~~September 30, 2023. Variable rate loans typically include an interest reference rate floor feature.

(6)Reserved

(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

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Investments

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

Revolver

5/7/2027

647

—

Bazaarvoice, Inc.

Revolver

5/7/2026

2,123

—

Bazaarvoice, Inc.

Revolver

5/7/2026

2,123

—

Cambium Learning Group, Inc.

Revolver

7/20/2028

3,249

—

Cambium Learning Group, Inc.

Revolver

7/20/2028

3,249

—

CCBlue Bidco, Inc.

Delayed Draw Term Loan

12/21/2023

2,832

—

CCBlue Bidco, Inc.

Delayed Draw Term Loan

12/21/2023

2,817

—

Confine Visual Bidco

Delayed Draw Term Loan

3/11/2024

6,094

—

Confine Visual Bidco

Delayed Draw Term Loan

3/11/2024

6,089

—

CPI Buyer, LLC

Revolver

11/1/2026

2,974

(59)

CPI Buyer, LLC

Revolver

11/1/2026

2,974

(59)

CSHC Buyerco, LLC

Delayed Draw Term Loan

9/8/2026

1,170

—

CSHC Buyerco, LLC

Delayed Draw Term Loan

9/8/2026

195

—

Cumming Group, Inc.

Revolver

5/26/2027

1,891

(47)

Cumming Group, Inc.

Revolver

5/26/2027

1,891

(33)

DCA Investment Holdings, LLC

Delayed Draw Term Loan

4/3/2028

—

DCA Investment Holdings, LLC

Delayed Draw Term Loan

4/3/2028

—

Express Wash Concepts, LLC

Delayed Draw Term Loan

4/30/2027

10,900

—

Express Wash Concepts, LLC

Delayed Draw Term Loan

4/30/2027

10,900

—

GovernmentJobs.com, Inc.

Revolver

11/30/2027

1,604

—

GovernmentJobs.com, Inc.

Revolver

11/30/2027

2,566

(51)

GovernmentJobs.com, Inc.

Delayed Draw Term Loan

11/30/2023

8,018

(160)

GovernmentJobs.com, Inc.

Delayed Draw Term Loan

11/30/2023

7,056

—

Java Buyer, Inc.

Delayed Draw Term Loan

12/15/2023

3,414

—

Java Buyer, Inc.

Delayed Draw Term Loan

12/15/2023

2,432

—

Knowledge Pro Buyer, Inc.

Revolver

12/10/2027

1,473

—

Knowledge Pro Buyer, Inc.

Revolver

12/10/2027

1,008

—

Knowledge Pro Buyer, Inc.

Delayed Draw Term Loan

12/10/2023

2,094

—

Knowledge Pro Buyer, Inc.

Delayed Draw Term Loan

12/10/2023

2,094

—

Latham Pool Products, Inc.

Delayed Draw Term Loan

2/18/2029

11,250

(833)

Latham Pool Products, Inc.

Revolver

2/18/2029

11,250

(658)

Monk Holding Co.

Delayed Draw Term Loan

8/12/2023

7,311

—

Monk Holding Co.

Delayed Draw Term Loan

12/1/2023

7,311

—

Navigator Acquiror, Inc.

Delayed Draw Term Loan

7/16/2023

3,059

—

Navigator Acquiror, Inc.

Delayed Draw Term Loan

1/16/2025

2,463

—

Pediatric Associates Holding Co., LLC

Delayed Draw Term Loan

12/29/2028

—

Porcelain Acquisition Corp.

Delayed Draw Term Loan

4/1/2027

2,115

(62)

Porcelain Acquisition Corp.

Delayed Draw Term Loan

4/1/2027

2,115

—

Progress Residential PM Holdings, LLC

Delayed Draw Term Loan

7/25/2029

3,721

—

Progress Residential PM Holdings, LLC

Delayed Draw Term Loan

7/25/2029

3,721

—

Relativity ODA, LLC

Revolver

5/12/2027

538

(8)

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

4,548

—

Smile Doctors, LLC

Revolver

12/23/2027

4,737

(95)

Stepping Stones Healthcare Services, LLC

Delayed Draw Term Loan

12/30/2023

1,450

—

Stepping Stones Healthcare Services, LLC

Delayed Draw Term Loan

12/30/2023

1,225

—

Stepping Stones Healthcare Services, LLC

Revolver

12/30/2026

1,449

—

Stepping Stones Healthcare Services, LLC

Revolver

12/30/2026

1,557

—

Triple Lift, Inc.

Revolver

5/6/2028

1,321

—

Triple Lift, Inc.

Revolver

5/6/2028

1,321

—

US Oral Surgery Management Holdco, LLC

Delayed Draw Term Loan

11/18/2023

—

US Oral Surgery Management Holdco, LLC

Revolver

11/18/2027

1,915

(43)

US Oral Surgery Management Holdco, LLC

Revolver

11/18/2027

1,915

(91)

VT Topco, Inc.

Delayed Draw Term Loan

8/1/2025

—

West Monroe Partners, LLC

Delayed Draw Term Loan

11/9/2023

7,580

—

West Monroe Partners, LLC

Delayed Draw Term Loan

11/9/2023

7,580

—

West Monroe Partners, LLC

Revolver

11/9/2027

2,085

—

West Monroe Partners, LLC

Revolver

11/9/2027

2,198

—

WHCG Purchaser III, Inc.

Revolver

6/22/2026

—

WHCG Purchaser III, Inc.

Revolver

6/22/2026

—

Total First Lien Debt

102,262

(1,328)

Total unfunded commitments

93,999

(947)

149

Table of Contents

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

(9)The interest rate floor on these investments as of ~~June~~September 30, 2023 was 0.50%.

(10)The interest rate floor on these investments as of ~~June~~September 30, 2023 was 0.75%.

(11)The interest rate floor on these investments as of ~~June~~September 30, 2023 was 1.00%.

(12)The interest rate floor on these investments as of ~~June~~September 30, 2023 was 1.25%.

(13)The interest rate floor on these investments as of ~~June~~September 30, 2023 was 1.50%.

(14)The interest rate floor on these investments as of ~~June~~September 30, 2023 was 2.00%.

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

(16)Reserved

(17)Loan was on non-accrual status as of ~~June~~September 30, 2023.

~~144~~150

Table of Contents

The following table presents the consolidated schedule of investments of the Emerald JV as of December 31, 2022:


BCRED Emerald JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		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%	8.17%	1/29/2027	$	2,977	$	2,882	$	2,919	0.11	%
Atlas CC Acquisition Corp.	(10)	L +	4.25%	8.98%	5/25/2028	9,921		9,545		8,401		0.30
Loar Group, Inc.	(4)(11)	L +	7.25%	11.63%	9/29/2023	28,049		28,049		28,049		1.01
Peraton Corp.	(10)	L +	3.75%	8.13%	2/1/2028	5,472		5,382		5,353		0.19
TransDigm Inc	(12)	SOFR +	6.15%	10.47%	2/22/2027	312		306		312		0.01
Vertex Aerospace Services Corp.	(10)	L +	3.50%	7.88%	12/6/2028	2,978		2,990		2,930		0.11
								49,154		47,964		1.73
Air Freight & Logistics
AGI-CFI Holdings, Inc.	(4)(10)	SOFR +	5.75%	9.13%	6/11/2027	24,489		24,287		24,244		0.88
Mode Purchaser, Inc.	(4)(11)	SOFR +	6.25%	10.57%	12/9/2026	38,931		38,931		38,931		1.41
RWL Holdings, LLC	(4)(7)(10)	SOFR +	5.75%	10.48%	12/31/2028	21,686		21,267		21,417		0.77
SEKO Global Logistics Network, LLC	(4)(5)(11)	L +	4.75%	9.07%	12/30/2026	35,328		35,160		35,151		1.27
								119,645		119,743		4.33
Airlines
Air Canada	(10)	L +	3.50%	8.13%	8/11/2028	3,980		3,946		3,946		0.14
American Airlines, Inc.	(8)	L +	4.00%	8.17%	4/20/2028	3,815		3,938		3,805		0.14
KKR Apple Bidco, LLC	(11)	L +	2.75%	7.13%	9/23/2028	5,955		5,786		5,883		0.21
United Airlines, Inc.	(10)	L +	3.75%	8.11%	4/21/2028	3,980		3,955		3,941		0.14
								17,625		17,575		0.63
Auto Components
Clarios Global LP	(8)	L +	3.25%	7.63%	4/30/2026	3,006		2,864		2,955		0.11
Beverages
Triton Water Holdings, Inc.	(9)	L +	3.50%	8.23%	3/31/2028	5,945		5,808		5,550		0.20
Building Products
Cornerstone Building Brands, Inc.	(9)	L +	3.25%	7.57%	4/12/2028	1,485		1,459		1,339		0.05
CP Atlas Buyer, Inc.	(9)	L +	3.50%	7.88%	11/23/2027	3,961		3,970		3,484		0.13
Express Wash Concepts, LLC	(4)(7)(11)	SOFR +	4.75%	8.88%	4/30/2027	20,448		20,359		19,224		0.70
Fencing Supply Group Acquisition, LLC	(4)(5)(11)	L +	6.00%	11.21%	2/26/2027	19,685		19,605		19,685		0.71
Griffon Corporation	(9)	SOFR +	2.50%	7.01%	1/24/2029	2,470		2,405		2,432		0.09
iHeartCommunications, Inc.	(11)	L +	3.00%	7.38%	5/1/2026	5,000		4,789		4,598		0.17
Kodiak BP, LLC	(10)	L +	3.25%	7.98%	3/12/2028	4,950		4,895		4,659		0.17
Latham Pool Products, Inc.	(7)(11)	SOFR +	3.75%	8.22%	2/23/2029	29,775		28,848		27,269		0.99
Lindstrom, LLC	(4)(11)	SOFR +	6.25%	10.47%	4/7/2025	27,705		27,705		27,428		0.99
New Arclin US Holding Corp.	(7)(9)	L +	3.75%	8.13%	10/2/2028	1,370		1,377		1,186		0.04
Tamko Building Product, LLC	(8)	L +	3.00%	7.73%	6/1/2026	2,977		2,885		2,891		0.10
The Chamberlain Group, Inc.	(9)	L +	3.25%	7.63%	11/3/2029	4,950		4,893		4,678		0.17
Windows Acquisition Holdings, Inc.	(4)(5)(11)	L +	6.50%	11.23%	12/29/2026	10,668		10,668		10,668		0.39
								133,858		129,541		4.70
Capital Markets
Advisor Group Holdings, Inc.	(8)	L +	4.50%	8.88%	7/31/2026	9,073		8,781		8,893		0.32
AllSpring Buyer, LLC	(9)	L +	3.00%	7.75%	11/1/2028	1,985		1,994		1,962		0.07
Resolute Investment Managers, Inc.	(11)	L +	4.25%	8.98%	4/30/2024	2,447		2,451		1,994		0.07
Situs-AMC Holdings Corporation	(4)(11)	SOFR +	5.75%	10.23%	12/22/2027	96,200		94,928		95,238		3.45
Superannuation And Investments US, LLC	(9)	L +	3.75%	8.13%	12/1/2028	1,980		1,991		1,953		0.07
The Edelman Financial Engines Center, LLC	(10)	L +	3.50%	7.88%	4/7/2028	8,691		8,400		8,133		0.29
								118,545		118,173		4.27

~~145~~151

Table of Contents


BCRED Emerald JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Chemicals
DCG Acquisition Corp.	(8)	SOFR +	4.50%	8.72%	9/30/2026	$	2,970	$	2,973	$	2,806	0.10	%
Dominion Colour Corporation	(4)(11)(14)	L +	8.25%	11.19%	4/6/2024	10,970		10,918		5,567		0.20
Starfruit Finco BV	(10)	L +	2.75%	10.13%	10/1/2025	1,980		1,902		1,957		0.07
								15,793		10,330		0.37
Commercial Services & Supplies
Access CIG, LLC	(8)	L +	3.75%	7.82%	2/27/2025	5,791		5,753		5,685		0.21
Acrisure LLC	(8)	SOFR +	5.75%	9.92%	2/15/2027	27,462		26,103		27,313		0.99
Allied Universal Holdco, LLC	(9)	SOFR +	3.75%	8.17%	5/12/2028	8,920		8,687		8,492		0.31
Anticimex, Inc.	(4)(9)	L +	4.00%	8.73%	11/16/2028	2,978		3,002		2,896		0.10
Anticimex, Inc.	(4)(9)	L +	3.50%	5.25%	11/16/2028	24,938		23,695		24,127		0.87
Anticimex, Inc.	(9)	L +	3.50%	8.23%	11/16/2028	4,966		4,764		4,805		0.17
Bazaarvoice, Inc.	(4)(7)(8)	SOFR +	5.75%	10.37%	5/7/2028	19,619		19,619		19,619		0.71
Belfor Holdings, Inc.	(8)	L +	4.00%	8.38%	4/6/2026	3,969		3,952		3,949		0.14
DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	3.75%	8.07%	3/31/2028	7,950		7,838		7,622		0.28
EAB Global, Inc.	(9)	L +	3.50%	7.88%	8/16/2028	4,955		4,869		4,779		0.17
Energizer Holdings Inc	(9)	L +	3.75%	8.13%	12/8/2028	4,716		4,689		4,523		0.16
eResearchTechnology, Inc.	(11)	L +	4.50%	8.88%	2/4/2027	1,905		1,871		1,686		0.06
First Advantage Holdings, LLC	(11)	L +	2.75%	7.13%	1/31/2027	6,000		5,892		5,903		0.21
Foundational Education Group, Inc.	(4)(9)	SOFR +	3.75%	8.59%	8/31/2028	3,980		3,858		3,582		0.13
Garda World Security Corp.	(8)	L +	4.25%	8.93%	10/30/2026	3,000		3,016		2,927		0.11
Garda World Security Corp.	(8)	SOFR +	4.25%	8.53%	2/1/2029	5,985		5,755		5,776		0.21
Genuine Financial Holdings, LLC	(8)	L +	3.75%	7.82%	7/11/2025	8,230		8,088		7,944		0.29
International SOS The Americas LP	(8)	L +	4.50%	8.88%	9/7/2028	1,980		1,986		1,965		0.07
Java Buyer, Inc.	(4)(7)(10)	L +	5.75%	10.52%	12/15/2027	11,397		11,187		10,977		0.40
JSS Holdings, Inc.	(4)(10)	L +	6.00%	10.34%	12/27/2028	36,830		36,599		36,830		1.33
Knowledge Pro Buyer, Inc.	(4)(7)(10)	L +	5.75%	10.04%	12/10/2027	20,589		20,194		20,399		0.74
KPSKY Acquisition, Inc.	(4)(10)	L +	5.50%	9.54%	10/19/2028	136,343		129,600		128,503		4.65
PECF USS Intermediate Holding III Corp.	(9)	L +	4.25%	8.63%	12/15/2028	2,970		2,986		2,488		0.09
Polyphase Elevator Holding Co.	(4)(11)	L +	4.00%	9.17%	6/23/2027	19,799		19,291		19,106		0.69
Polyphase Elevator Holding Co.	(4)(11)	SOFR +	5.50%	10.18%	6/3/2027	8,613		8,392		8,333		0.30
Recycle & Resource US, LLC	(9)	L +	3.50%	8.23%	7/14/2028	2,977		2,990		2,714		0.10
Restaurant Technologies, Inc.	(11)	SOFR +	4.25%	8.83%	4/2/2029	19,854		19,410		19,542		0.71
Revspring, Inc.	(8)	L +	4.00%	8.73%	10/11/2025	2,969		2,972		2,873		0.10
The Action Environmental Group, Inc.	(4)(12)	L +	6.00%	10.66%	1/16/2026	2,062		2,022		2,036		0.07
The Action Environmental Group, Inc.	(4)(12)	SOFR +	6.00%	10.66%	1/16/2026	19,400		19,032		19,158		0.69
The Action Environmental Group, Inc.	(4)(12)	L +	3.91%	9.91%	1/15/2026	5,925		5,856		5,850		0.21
The Action Environmental Group, Inc.	(4)(12)	SOFR +	6.15%	10.47%	1/15/2026	5,387		5,325		5,319		0.19
								429,293		427,721		15.46
Communications Equipment
Commscope Inc	(10)	L +	4.25%	8.98%	4/6/2026	299		283		282		0.01
Construction & Engineering
Atlas Intermediate III, LLC	(4)(10)	L +	7.50%	11.59%	2/25/2028	24,317		24,256		24,074		0.87
Brookfield WEC Holdings, Inc.	(10)	L +	3.75%	8.07%	8/1/2025	9,919		9,580		9,795		0.35
Pike Electric Corp.	(10)	L +	5.00%	7.39%	1/21/2028	6,000		5,827		5,927		0.21
Pike Electric Corp.	(10)	L +	3.50%	7.82%	1/21/2028	2,993		2,923		2,971		0.11
Refficiency Holdings, LLC	(7)(10)	L +	3.75%	7.82%	12/16/2027	4,472		4,425		4,245		0.15
								47,011		47,012		1.69

~~146~~152

Table of Contents


BCRED Emerald JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Construction Materials
Quikrete Holdings, Inc.	(11)	L +	3.00%	7.38%	6/11/2028	$	5,955	$	5,786	$	5,916	0.21	%
White Cap Buyer, LLC	(9)	SOFR +	3.75%	8.07%	10/19/2027	5,180		5,004		5,018		0.18
								10,790		10,934		0.39
Containers & Packaging
Ascend Buyer, LLC	(4)(10)	SOFR +	6.25%	10.67%	10/2/2028	75,545		74,815		74,789		2.71
Berlin Packaging, LLC	(9)	L +	3.75%	7.88%	3/11/2028	8,920		8,722		8,603		0.31
Bway Holding Corporation	(11)	L +	6.25%	10.63%	4/3/2024	1,979		1,962		1,936		0.07
Charter NEX US, Inc.	(10)	L +	3.75%	8.13%	12/1/2027	6,467		6,227		6,294		0.23
Graham Packaging Co, Inc.	(10)	L +	3.00%	7.38%	8/4/2027	4,455		4,407		4,385		0.16
Novolex, Inc.	(9)	SOFR +	3.93%	8.60%	4/13/2029	8,955		8,647		8,551		0.31
ProAmpac PG Borrower, LLC	(10)	L +	3.75%	7.87%	11/3/2025	2,977		2,986		2,859		0.10
Ring Container Technologies Group, LLC	(9)	L +	3.50%	7.88%	8/12/2028	2,977		2,871		2,944		0.11
TricorBraun Holdings, Inc.	(9)	L +	3.25%	7.63%	3/3/2028	7,300		7,019		6,982		0.25
Trident TPI Holdings, Inc.	(8)	L +	3.25%	7.98%	9/15/2028	3,005		3,005		2,975		0.11
Trident TPI Holdings, Inc.	(9)	L +	4.00%	7.67%	9/15/2028	5,951		5,720		5,729		0.21
								126,381		126,047		4.57
Distributors
BP Purchaser, LLC	(4)(10)	L +	5.50%	10.24%	12/10/2028	50,760		49,752		49,110		1.78
Bution Holdco 2, Inc.	(4)(11)	L +	6.25%	10.63%	10/17/2025	23,299		23,168		23,299		0.84
Dana Kepner Company, LLC	(4)(11)	SOFR +	6.00%	10.66%	12/29/2026	15,710		15,742		15,632		0.57
Genuine Cable Group, LLC	(4)(10)	SOFR +	5.75%	10.17%	11/2/2026	32,141		31,677		31,498		1.14
Marcone Yellowstone Buyer, Inc.	(4)(5)(10)	SOFR +	5.50%	10.98%	6/23/2028	82,800		80,814		79,488		2.88
Tailwind Colony Holding Corporation	(4)(11)	L +	6.25%	10.98%	11/13/2024	31,575		31,156		31,101		1.13
Unified Door & Hardware Group, LLC	(4)(11)	L +	5.75%	10.32%	12/18/2027	39,559		39,457		38,867		1.41
								271,766		268,995		9.75
Diversified Consumer Services
Ascend Learning, LLC	(9)	L +	3.50%	7.88%	12/11/2028	8,143		7,870		7,720		0.28
Cambium Learning Group, Inc.	(4)(7)(10)	L +	5.50%	9.74%	7/20/2028	34,970		34,970		34,970		1.27
Colibri Group, LLC	(10)	SOFR +	5.00%	8.74%	3/12/2029	3,970		3,935		3,716		0.13
Dreambox Learning Holding, LLC	(4)(5)(10)	L +	6.25%	9.44%	12/1/2027	34,200		33,627		32,148		1.16
EM Bidco Limited	(9)	SOFR +	4.25%	8.93%	7/6/2029	5,000		4,983		4,898		0.18
KUEHG Corp.	(11)	L +	3.75%	8.48%	2/21/2025	6,938		6,795		6,680		0.24
Learning Care Group	(11)	L +	3.25%	7.64%	3/13/2025	7,931		7,701		7,399		0.27
Pre-Paid Legal Services, Inc.	(9)	L +	3.75%	8.13%	12/15/2028	7,940		7,773		7,654		0.28
Prime Security Service Borrower, LLC	(9)	L +	3.75%	8.13%	9/23/2026	4,962		4,830		4,925		0.18
Renaissance Learning, Inc.	(11)	SOFR +	4.50%	8.72%	3/30/2029	3,980		3,919		3,837		0.14
Rinchem Company, LLC	(4)(9)	SOFR +	4.50%	9.18%	3/2/2029	3,980		3,962		3,771		0.14
University Support Services, LLC	(9)	L +	3.25%	7.63%	2/10/2029	9,117		8,909		8,889		0.32
Weld North Education, LLC	(9)	L +	3.75%	7.82%	12/21/2027	1,981		1,963		1,946		0.07
								131,237		128,553		4.66
Diversified Financial Services
Barbri Holdings, Inc.	(4)(7)(10)	L +	5.75%	10.13%	4/28/2028	62,851		62,260		62,222		2.25
Citco Funding LLC	(9)	L +	3.25%	7.63%	4/19/2028	7,357		7,174		7,321		0.26
Corporation Service Company	(9)	SOFR +	3.25%	7.57%	11/2/2029	2,527		2,453		2,505		0.09
Mitchell International, Inc.	(9)	L +	3.75%	8.41%	10/15/2028	8,436		8,182		7,799		0.28
Polaris Newco, LLC	(9)	L +	4.00%	8.73%	6/2/2028	6,947		6,650		6,357		0.23
Sedgwick Claims Management Services, Inc.	(8)	L +	3.25%	7.63%	12/31/2025	7,450		7,312		7,259		0.26
								94,031		93,463		3.37

~~147~~153

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BCRED Emerald JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Diversified Telecommunication Services
Zacapa, LLC	(9)	SOFR +	4.25%	8.83%	3/22/2029	$	5,955	$	5,864	$	5,739	0.21	%
Zayo Group Holdings, Inc.	(9)	SOFR +	4.25%	8.57%	3/9/2027	2,125		2,047		1,774		0.06
								7,911		7,513		0.27
Electric Utilities
Qualus Power Services Corp.	(4)(7)(11)	L +	5.25%	10.01%	3/26/2027	11,330		11,222		11,206		0.41
Electrical Equipment
Madison IAQ, LLC	(9)	L +	3.25%	7.99%	6/21/2028	6,695		6,524		6,245		0.23
Electronic Equipment, Instruments & Components
Albireo Energy, LLC	(4)(5)(11)	L +	6.00%	10.75%	12/23/2026	14,805		14,628		13,842		0.50
Infinite Bidco, LLC	(9)	L +	3.25%	7.98%	3/2/2028	2,970		2,982		2,858		0.10
Ingram Micro, Inc.	(9)	L +	3.50%	8.23%	6/30/2028	2,970		2,982		2,933		0.11
								20,592		19,633		0.71
Energy Equipment & Services
Tetra Technologies, Inc.	(4)(11)	L +	6.25%	10.63%	9/10/2025	22,793		22,793		22,793		0.82
Entertainment
CE Intermediate I, LLC	(4)(9)	L +	4.00%	8.59%	11/10/2028	4,963		4,958		4,739		0.17
Recorded Books, Inc.	(8)	SOFR +	4.00%	8.32%	8/29/2025	4,000		3,948		3,922		0.14
								8,906		8,661		0.31
Health Care Equipment & Supplies
Auris Luxembourg III Sarl	(8)	L +	3.75%	8.68%	2/27/2026	7,936		7,618		7,122		0.26
CPI Buyer, LLC	(4)(7)(10)	L +	5.50%	10.23%	11/1/2028	139,958		136,023		134,950		4.88
CSHC Buyerco, LLC	(4)(7)(11)	L +	4.75%	9.48%	9/8/2026	7,452		7,297		7,287		0.26
Messer GMBH	(9)	L +	2.50%	7.23%	3/2/2026	3,094		3,039		3,072		0.11
Mozart Borrower LP	(9)	L +	3.25%	7.63%	10/23/2028	8,933		8,721		8,505		0.31
Natus Medical Incorporated	(4)(9)	SOFR +	5.50%	8.68%	7/20/2029	3,720		3,490		3,460		0.13
Resonetics, LLC	(10)	L +	4.00%	8.41%	4/28/2028	2,970		2,960		2,836		0.10
Sunshine Luxembourg VII S.à r.l, LLC	(10)	L +	3.75%	8.48%	10/1/2026	9,912		9,650		9,517		0.34
								178,798		176,749		6.39
Health Care Providers & Services
ACI Group Holdings, Inc.	(4)(5)(10)	L +	5.75%	10.13%	8/2/2028	136,388		134,914		134,343		4.86
ADCS Clinics Intermediate Holdings, LLC	(4)(7)(11)	L +	6.50%	11.66%	5/7/2027	34,755		34,293		34,222		1.24
ADMI Corp.	(9)	L +	3.75%	8.13%	12/23/2027	5,949		5,758		5,434		0.20
Amerivet Partners Management, Inc.	(4)(5)(10)	SOFR +	5.50%	10.23%	2/25/2028	97,017		94,344		93,136		3.37
Canadian Hospital Specialties Ltd.	(4)(5)(11)	C +	4.50%	9.36%	4/14/2028	CAD	29,924	21,745		21,919		0.79
CCBlue Bidco, Inc.	(4)(7)(10)	L +	6.25%	9.92% (incl. 2.75% PIK)	12/21/2028	20,885		20,519		19,708		0.71
CHG Healthcare Services, Inc.	(9)	L +	3.25%	7.63%	9/29/2028	8,932		8,600		8,758		0.32
DCA Investment Holdings, LLC	(4)(7)(10)	SOFR +	6.00%	9.98%	4/3/2028	29,079		28,805		28,788		1.04
DCA Investment Holdings, LLC	(4)(10)	SOFR +	6.00%	9.53%	4/3/2028	1,186		1,175		1,174		0.04
Electron Bidco, Inc.	(9)	L +	3.00%	7.38%	11/1/2028	6,948		6,766		6,775		0.25
Epoch Acquisition, Inc.	(4)(11)	SOFR +	6.00%	10.19%	10/4/2024	29,118		29,104		28,972		1.05
Forefront Management Holdings, LLC	(4)(7)(10)	SOFR +	4.25%	8.57%	4/1/2029	7,337		7,224		7,169		0.26
Global Medical Response, Inc.	(11)	L +	4.25%	8.42%	10/2/2025	4,955		4,861		3,502		0.13
Heartland Dental, LLC	(4)(8)	L +	4.00%	8.39%	4/30/2025	39,126		37,679		36,913		1.34
ICS US Holdings, Inc.	(4)(9)	SOFR +	4.50%	8.40%	6/8/2028	35,000		32,726		32,375		1.17
Jayhawk Buyer, LLC	(4)(11)	L +	5.00%	9.73%	10/15/2026	31,267		31,017		30,954		1.12
LifePoint Health, Inc.	(8)	L +	3.75%	8.16%	11/16/2025	7,000		6,995		6,616		0.24
Midwest Physician Administrative Services, LLC	(10)	L +	3.25%	7.98%	3/12/2028	2,970		2,974		2,743		0.10

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BCRED Emerald JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Health Care Providers & Services (continued)
National Mentor Holdings, Inc.	(10)	L +	3.75%	8.33%	3/2/2028	$	3,019	$	2,556	$	2,127	0.08	%
Navigator Acquiror, Inc.	(4)(7)(9)	L +	5.75%	9.98% (incl. 5.11% PIK)	7/16/2027	16,674		16,612		16,507		0.60
NMSC Holdings, Inc.	(10)	SOFR +	5.25%	9.67%	2/23/2029	3,075		3,046		2,532		0.09
Onex TSG Intermediate Corp.	(10)	L +	4.75%	9.16%	2/28/2028	1,980		1,993		1,773		0.06
Pathway Vet Alliance, LLC	(8)	L +	3.75%	8.13%	3/31/2027	4,955		4,868		4,154		0.15
Pediatric Associates Holding Co., LLC	(7)(9)	L +	3.25%	7.63%	12/29/2028	3,709		3,694		3,519		0.13
PetVet Care Centers, LLC	(10)	L +	3.50%	7.88%	2/14/2025	6,445		6,292		6,077		0.22
Phoenix Guarantor, Inc.	(8)	L +	3.50%	7.88%	3/5/2026	8,425		8,249		7,930		0.29
PSKW Intermediate, LLC	(4)(11)	L +	6.25%	10.64%	3/9/2026	36,754		36,754		36,754		1.33
Radnet, Inc.	(10)	L +	3.00%	7.73%	4/21/2028	4,270		4,271		4,166		0.15
Reverb Buyer, Inc.	(9)	L +	3.50%	7.88%	11/1/2028	3,973		3,939		3,733		0.14
Smile Doctors, LLC	(4)(7)(10)	L +	5.75%	10.48%	12/23/2028	147,128		144,323		144,137		5.22
Stepping Stones Healthcare Services, LLC	(4)(7)(10)	L +	5.75%	10.51%	1/2/2029	15,379		15,092		14,893		0.54
Surgery Centers Holdings, Inc.	(10)	L +	3.75%	8.05%	8/31/2026	8,958		8,790		8,867		0.32
U.S. Anesthesia Partners, Inc.	(9)	L +	4.25%	8.37%	10/1/2028	2,970		2,984		2,835		0.10
US Oral Surgery Management Holdco, LLC	(4)(7)(10)	L +	5.50%	10.18%	11/18/2027	25,917		25,543		25,617		0.93
WHCG Purchaser III, Inc.	(4)(5)(7)(10)	L +	5.75%	10.48%	6/22/2028	6,595		6,457		5,379		0.19
WP CityMD Bidco, LLC	(9)	L +	4.25%	8.37%	12/22/2028	7,139		7,028		7,133		0.26
								811,990		801,634		29.03
Health Care Technology
Edifecs, Inc.	(4)(10)	L +	5.50%	10.23%	9/21/2026	9,770		9,653		9,672		0.35
Edifecs, Inc.	(4)(11)	L +	7.50%	12.23%	9/21/2026	17,899		18,327		18,257		0.66
GI Ranger Intermediate, LLC	(4)(10)	SOFR +	6.00%	10.73%	10/29/2028	44,801		44,152		44,129		1.60
Imprivata, Inc.	(10)	SOFR +	4.25%	8.57%	12/1/2027	4,975		4,844		4,812		0.17
Netsmart Technologies, Inc.	(10)	L +	4.00%	8.38%	10/1/2027	3,932		3,896		3,797		0.14
Project Ruby Ultimate Parent Corp.	(4)(10)	SOFR +	5.75%	10.07%	3/10/2028	49,875		48,436		48,379		1.75
Waystar Technologies, Inc.	(8)	L +	4.00%	8.38%	10/22/2026	6,949		6,762		6,845		0.25
								136,070		135,891		4.92
Hotels, Restaurants & Leisure
Alterra Mountain Company	(9)	L +	3.50%	7.88%	8/17/2028	6,947		6,741		6,880		0.25
Fertitta Entertainment, LLC	(9)	SOFR +	4.00%	8.32%	1/27/2029	6,948		6,660		6,619		0.24
GVC Finance LLC	(8)	SOFR +	3.50%	8.18%	10/31/2029	915		903		912		0.03
GVC Holdings Gibraltar, Ltd.	(11)	L +	4.25%	8.63%	3/29/2027	2,977		2,918		2,960		0.11
IRB Holding Corp.	(10)	SOFR +	3.00%	7.32%	12/15/2027	7,373		7,199		7,166		0.26
IRB Holding Corp.	(10)	SOFR +	3.00%	7.32%	2/5/2025	1,979		1,981		1,965		0.07
Scientific Games Holdings LP	(9)	SOFR +	3.50%	7.10%	4/4/2029	1,995		1,896		1,907		0.07
Tacala Investment Corp.	(10)	L +	3.50%	7.88%	2/5/2027	7,943		7,789		7,659		0.28
Twin River Worldwide Holdings, Inc.	(9)	L +	3.25%	7.54%	10/2/2028	5,360		5,196		4,974		0.18
Whatabrands, LLC	(9)	L +	3.25%	7.63%	8/3/2028	8,775		8,489		8,501		0.31
								49,772		49,543		1.80
Household Durables
AI Aqua Merger Sub, Inc.	(7)(9)	SOFR +	3.75%	8.09%	7/31/2028	8,540		8,208		8,034		0.29
Fluidra SA	(9)	SOFR +	2.00%	8.48%	1/29/2029	1,990		1,985		1,898		0.07
Hunter Douglas, Inc.	(9)	SOFR +	3.50%	7.86%	2/26/2029	3,150		3,136		2,788		0.10
								13,329		12,720		0.46

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BCRED Emerald JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Industrial Conglomerates
Engineered Machinery Holdings, Inc.	(10)	L +	3.75%	8.48%	5/19/2028	$	3,970	$	3,829	$	3,850	0.14	%
FCG Acquisitions, Inc.	(9)	L +	3.75%	8.48%	3/31/2028	8,925		8,693		8,509		0.31
SPX Flow, Inc.	(9)	SOFR +	4.50%	8.92%	4/5/2029	1,995		1,920		1,869		0.07
Vertical US Newco, Inc.	(9)	L +	3.50%	6.87%	7/30/2027	4,060		4,027		3,917		0.14
Victory Buyer, LLC	(4)(9)	L +	3.75%	8.10%	11/19/2028	9,962		9,390		8,393		0.30
								27,859		26,538		0.96
Insurance
Alera Group, Inc.	(4)(10)	SOFR +	6.00%	10.42%	10/2/2028	46,833		45,929		45,897		1.66
Alliant Holdings Intermediate, LLC	(10)	L +	3.50%	7.63%	11/5/2027	1,979		1,968		1,956		0.07
Alliant Holdings Intermediate, LLC	(9)	L +	3.50%	7.85%	11/6/2027	2,970		2,985		2,907		0.11
AssuredPartners, Inc.	(9)	SOFR +	3.50%	7.82%	2/12/2027	25,061		24,267		24,755		0.90
Baldwin Risk Partners, LLC	(9)	L +	3.50%	7.79%	10/14/2027	6,937		6,846		6,781		0.25
BroadStreet Partners, Inc.	(8)	L +	3.00%	7.38%	1/27/2027	7,931		7,702		7,707		0.28
Foundation Risk Partners Corp.	(4)(10)	SOFR +	6.00%	10.68%	10/29/2028	76,800		76,058		76,032		2.75
Galway Borrower, LLC	(4)(5)(10)	L +	5.25%	8.99%	9/30/2028	44,873		43,790		43,751		1.58
High Street Buyer, Inc.	(4)(5)(10)	L +	6.00%	10.73%	4/14/2028	6,784		6,735		6,733		0.24
Howden Group Holdings Limited	(10)	L +	3.25%	7.69%	11/12/2027	4,485		4,487		4,375		0.16
HUB International Limited	(10)	L +	3.25%	7.53%	4/25/2025	8,401		8,207		8,327		0.30
NFP Corp.	(8)	L +	3.25%	7.63%	2/15/2027	9,266		8,997		8,886		0.32
PGIS Intermediate Holdings, LLC	(4)(5)(10)	L +	5.50%	10.63%	10/16/2028	63,658		61,661		61,589		2.23
RSC Acquisition, Inc.	(4)(5)(10)	SOFR +	5.50%	10.10%	10/30/2026	45,925		44,972		44,662		1.62
SG Acquisition, Inc.	(4)(9)	L +	5.00%	9.17%	1/27/2027	77,653		77,587		77,653		2.81
USI, Inc.	(9)	L +	3.75%	8.33%	11/22/2029	6,874		6,806		6,823		0.25
								428,997		428,834		15.53
Interactive Media & Services
Ancestry.com Operations, Inc	(9)	L +	3.25%	7.63%	12/6/2027	2,970		2,974		2,757		0.10
Cengage Learning, Inc.	(11)	L +	4.75%	7.81%	7/14/2026	1,485		1,496		1,339		0.05
MH Sub I, LLC	(11)	L +	3.75%	8.13%	9/13/2024	7,930		7,798		7,722		0.28
Project Boost Purchaser, LLC	(8)	L +	4.00%	8.39%	6/1/2026	6,944		6,772		6,711		0.24
Red Planet Borrower, LLC	(9)	L +	3.75%	8.13%	10/2/2028	4,950		4,934		3,123		0.11
SurveyMonkey, Inc.	(8)	L +	3.75%	8.14%	10/10/2025	567		566		550		0.02
William Morris Endeavor Entertainment, LLC	(9)	L +	3.75%	8.14%	5/18/2025	4,979		4,802		4,885		0.18
								29,342		27,087		0.98
Internet & Direct Marketing Retail
Donuts, Inc.	(4)(7)(11)	SOFR +	6.00%	10.43%	12/29/2026	42,454		42,207		42,029		1.52
Prodege International Holdings, LLC	(4)(10)	L +	5.75%	10.52%	12/15/2027	21,157		20,842		20,734		0.75
								63,049		62,763		2.27
IT Services
AI Altius Bidco, Inc.	(4)(5)(10)	L +	5.50%	10.65%	12/21/2028	38,554		37,809		37,783		1.37
Dcert Buyer, Inc.	(8)	SOFR +	4.00%	8.70%	10/16/2026	10,165		9,820		9,842		0.36
Endurance International Group Holdings, Inc.	(10)	L +	3.50%	7.72%	2/10/2028	4,459		4,350		4,024		0.15
Park Place Technologies, LLC	(11)	SOFR +	5.00%	9.42%	11/10/2027	26,550		25,593		25,106		0.91
Razor Holdco, LLC	(4)(10)	L +	5.75%	9.42%	10/25/2027	25,740		25,310		25,225		0.91
Sabre GLBL, Inc.	(9)	L +	3.50%	7.57%	12/17/2027	4,962		4,720		4,534		0.16
Sabre GLBL, Inc.	(9)	L +	3.50%	7.88%	6/30/2028	4,765		4,536		4,417		0.16
Turing Midco, LLC	(9)	L +	2.75%	6.88%	3/24/2028	2,774		2,737		2,754		0.10
Virtusa Corp.	(10)	L +	3.75%	8.13%	2/11/2028	1,990		1,933		1,926		0.07
Virtusa Corp.	(10)	L +	3.75%	8.17%	2/15/2029	3,970		3,935		3,843		0.14
								120,743		119,454		4.33

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BCRED Emerald JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Leisure Products
Motion Finco, LLC	(8)	L +	3.25%	7.98%	11/12/2026	$	8,436	$	8,077	$	8,068	0.29	%
Recess Holdings, Inc.	(11)	L +	3.75%	8.16%	9/30/2024	2,178		2,176		2,170		0.08
								10,253		10,238		0.37
Life Sciences Tools & Services
Cambrex Corp.	(10)	SOFR +	3.50%	7.92%	12/4/2026	5,946		5,869		5,790		0.21
Curia Global, Inc.	(10)	L +	3.75%	8.16%	8/30/2026	10,188		9,889		8,440		0.31
								15,758		14,230		0.52
Machinery
Pro Mach Group, Inc.	(11)	L +	4.00%	8.38%	8/31/2028	6,095		5,976		5,942		0.22
Media
Clear Channel Outdoor Holdings, Inc.	(8)	L +	3.50%	7.91%	8/21/2026	1,980		1,953		1,808		0.07
Radiate Holdco, LLC	(10)	L +	3.25%	7.63%	9/25/2026	3,960		3,966		3,235		0.12
Univision Communications, Inc.	(10)	L +	3.25%	7.63%	3/15/2026	4,341		4,338		4,286		0.16
UPC Financing Partnership	(11)	L +	3.00%	7.24%	1/31/2029	5,500		5,405		5,385		0.19
Virgin Media Bristol, LLC	(11)	L +	3.25%	7.57%	1/31/2029	3,500		3,460		3,475		0.13
								19,122		18,189		0.67
Metals & Mining
SCIH Salt Holdings, Inc.	(10)	L +	4.00%	8.41%	3/16/2027	3,951		3,911		3,851		0.14
Oil, Gas & Consumable Fuels
CQP Holdco, LP	(9)	L +	3.75%	8.48%	6/5/2028	7,925		7,876		7,900		0.29
Eagle Midstream Canada Finance, Inc.	(4)(10)	SOFR +	6.25%	10.52%	8/15/2028	25,906		25,542		25,518		0.92
Freeport LNG Investments, LLLP	(9)	L +	3.50%	7.74%	12/21/2028	4,932		4,896		4,701		0.17
KKR Alberta Midstrean Finance, Inc.	(4)(10)	SOFR +	6.25%	10.52%	8/15/2028	14,094		13,896		13,882		0.50
								52,210		52,001		1.88
Paper & Forest Products
Profile Products, LLC	(4)(10)	L +	5.50%	10.14%	11/12/2027	76,192		74,685		74,478		2.69
Pharmaceuticals
ANI Pharmaceuticals, Inc.	(10)	L +	6.00%	10.38%	11/19/2027	51,534		49,372		48,957		1.77
Jazz Pharmaceuticals, Inc.	(10)	L +	4.75%	8.49%	5/5/2028	3,571		3,572		3,545		0.13
								52,944		52,502		1.90
Professional Services
ALKU, LLC	(4)(10)	SOFR +	5.25%	9.67%	3/1/2028	18,669		18,590		18,669		0.68
Aqgen Island Holdings, Inc.	(9)	L +	3.50%	8.25%	8/2/2028	7,940		7,657		7,606		0.28
Armor Holdco, Inc.	(9)	SOFR +	4.50%	9.54%	12/11/2028	4,205		4,127		4,179		0.15
Camelot US Acquisition, LLC	(11)	L +	3.00%	7.38%	10/30/2026	3,548		3,475		3,500		0.13
Cast & Crew Payroll, LLC	(9)	SOFR +	3.75%	8.07%	12/29/2028	4,950		4,948		4,892		0.18
CFGI Holdings, LLC	(4)(10)	L +	5.00%	9.39%	11/2/2027	121,504		121,504		121,504		4.40
Deerfield Dakota Holding, LLC	(11)	SOFR +	3.75%	8.07%	4/9/2027	9,916		9,717		9,286		0.34
Galaxy US Opco, Inc.	(9)	SOFR +	4.75%	9.07%	4/29/2029	5,000		4,887		4,538		0.16
IG Investments Holdings, LLC	(4)(5)(10)	L +	6.00%	10.38%	9/22/2028	136,361		135,703		135,679		4.91
Kwor Acquisition, Inc.	(4)(10)	L +	5.50%	9.64%	12/22/2028	92,164		89,047		88,938		3.22
National Intergovernmental Purchasing Alliance Co.	(8)	SOFR +	3.50%	8.08%	5/23/2025	4,967		4,924		4,912		0.18
Sherlock Buyer Corp.	(4)(10)	L +	5.75%	10.48%	12/8/2028	27,805		27,424		26,832		0.97
The Dun & Bradstreet Corporation	(9)	L +	3.75%	8.07%	2/6/2026	8,013		7,745		7,953		0.29
Trans Union, LLC	(9)	L +	2.25%	6.63%	12/1/2028	2,389		2,399		2,370		0.09
Trinity Air Consultants Holdings Corp.	(4)(10)	L +	5.25%	10.18%	6/29/2027	118,000		116,846		116,820		4.23
VT Topco, Inc.	(7)(10)	L +	3.75%	8.13%	8/1/2025	6,059		6,016		5,887		0.21
West Monroe Partners, LLC	(4)(7)(10)	L +	5.50%	9.84%	11/8/2028	29,340		28,826		28,593		1.03
								593,835		592,158		21.45

~~151~~157

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BCRED Emerald JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Real Estate Management & Development
Cumming Group, Inc.	(4)(7)(11)	L +	5.25%	8.92%	5/26/2027	$	14,627	$	14,584	$	14,140	0.51	%
Progress Residential PM Holdings, LLC	(4)(7)(10)	SOFR +	6.25%	10.67%	2/16/2028	18,138		18,291		18,138		0.66
								32,875		32,278		1.17
Road & Rail
Gruden Acquisition, Inc.	(4)(5)(11)	L +	5.50%	7.75%	7/1/2028	81,142		80,165		80,128		2.90
Software
2U, Inc.	(10)	L +	5.75%	10.16%	12/30/2024	67,442		65,101		64,956		2.35
Apex Group Treasury LLC	(9)	L +	6.75%	11.41%	7/27/2028	22,000		20,680		21,450		0.78
Apex Group Treasury, LLC	(4)(9)	L +	3.75%	8.26%	7/27/2028	41,092		38,476		40,045		1.45
Boxer Parent Company, Inc.	(8)	L +	3.75%	8.13%	10/2/2025	8,089		7,872		7,764		0.28
Brown Group Holdings, LLC	(11)	L +	2.50%	6.88%	6/7/2028	5,953		5,696		5,855		0.21
Cloudera, Inc.	(9)	L +	3.75%	8.13%	10/8/2028	8,201		7,914		7,759		0.28
Community Brands ParentCo, LLC	(4)(5)(10)	SOFR +	5.75%	10.17%	2/24/2028	75,940		74,480		74,421		2.69
Confine Visual Bidco	(4)(7)(10)	SOFR +	5.75%	10.05%	2/23/2029	31,852		30,946		30,158		1.09
ConnectWise, LLC	(9)	L +	3.50%	7.88%	9/29/2028	4,455		4,462		4,243		0.15
Delta Topco, Inc.	(10)	SOFR +	3.75%	8.15%	12/1/2027	3,970		3,939		3,680		0.13
ECI Macola Max Holding, LLC	(10)	L +	3.75%	8.48%	11/9/2027	6,947		6,718		6,686		0.24
EP Purchaser, LLC	(9)	L +	3.25%	7.63%	11/6/2028	3,474		3,466		3,443		0.12
Epicor Software Corp.	(10)	L +	3.25%	7.63%	7/30/2027	9,911		9,657		9,539		0.35
Flexera Software, LLC	(10)	L +	3.75%	8.14%	3/3/2028	5,589		5,469		5,377		0.19
GI Consilio Parent, LLC	(9)	L +	4.00%	8.38%	5/12/2028	7,153		7,005		6,785		0.25
GovernmentJobs.com, Inc.	(4)(7)(10)	L +	5.50%	9.88%	12/1/2028	23,423		22,927		22,823		0.83
GraphPAD Software, LLC	(4)(11)	L +	5.50%	6.50%	4/27/2027	15,557		15,409		15,402		0.56
Greeneden U.S. Holdings II, LLC	(10)	L +	4.00%	8.38%	12/1/2027	4,455		4,456		4,287		0.16
HS Purchaser, LLC	(10)	SOFR +	4.00%	8.19%	11/19/2026	3,962		3,932		3,582		0.13
Hyland Software, Inc.	(10)	L +	3.50%	7.88%	7/1/2024	3,961		3,941		3,916		0.14
Idera, Inc.	(10)	L +	3.75%	7.50%	3/2/2028	2,970		2,979		2,808		0.10
Informatica, LLC	(11)	L +	2.75%	7.19%	10/27/2028	1,588		1,570		1,562		0.06
ION Trading Finance Ltd.	(8)	L +	4.75%	9.48%	4/3/2028	7,803		7,454		7,421		0.27
Ivanti Software, Inc.	(10)	L +	4.00%	8.73%	12/1/2027	1,980		1,970		1,568		0.06
LD Lower Holdings, Inc.	(4)(7)(11)	L +	6.50%	11.23%	2/8/2026	14,983		14,868		14,758		0.53
Maverick Acquisition, Inc.	(4)(10)	SOFR +	2.50%	9.28%	5/18/2028	27,500		26,206		26,125		0.95
Medallia, Inc.	(4)(10)	L +	6.50%	10.88% (incl. 5.44% PIK)	10/29/2028	46,458		45,713		45,529		1.65
Mitnick Purchaser, Inc.	(9)	SOFR +	4.75%	8.94%	5/2/2029	4,988		4,965		4,685		0.17
Monk Holding Co.	(4)(7)(10)	L +	5.50%	9.67%	12/1/2027	110,608		108,230		108,578		3.93
MRI Software, LLC	(5)(11)	L +	5.50%	10.23%	2/10/2026	10,178		9,890		9,809		0.35
Nintex Topco Limited	(4)(10)	L +	6.00%	10.73%	11/13/2028	32,836		32,237		30,702		1.11
NortonLifeLock, Inc.	(9)	SOFR +	2.00%	6.42%	9/12/2029	4,000		3,980		3,941		0.14
Perforce Software, Inc.	(8)	L +	3.75%	8.13%	7/1/2026	1,342		1,338		1,254		0.05
Project Alpha Intermediate Holding, Inc.	(8)	L +	4.00%	8.39%	4/26/2024	2,970		2,965		2,904		0.11
Proofpoint, Inc.	(5)(9)	L +	3.25%	7.98%	8/31/2028	8,895		8,560		8,575		0.31
Quest Software US Holdings, Inc.	(9)	SOFR +	4.25%	8.49%	2/1/2029	3,990		3,955		3,096		0.11
RealPage, Inc.	(9)	L +	3.00%	7.38%	4/24/2028	7,932		7,713		7,559		0.27
Relativity ODA, LLC	(4)(7)(11)	L +	10.55%	11.89% (incl. 11.55% PIK)	5/12/2027	53,210		52,472		52,403		1.90
Rocket Software, Inc.	(8)	L +	4.25%	8.63%	11/28/2025	1,492		1,440		1,438		0.05
Rocket Software, Inc.	(9)	L +	4.25%	8.63%	11/28/2025	5,434		5,286		5,247		0.19

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BCRED Emerald JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Software (continued)
S2P Acquisition Borrower, Inc.	(8)	SOFR +	4.00%	8.32%	8/14/2026	$	4,959	$	4,912	$	4,831	0.17	%
SolarWinds Holdings Inc.	(10)	SOFR +	4.00%	8.32%	2/5/2027	2,930		2,930		2,906		0.11
Sophia, LP	(9)	L +	3.50%	8.23%	10/7/2027	9,925		9,561		9,602		0.35
Sovos Compliance, LLC	(9)	L +	4.50%	8.88%	8/11/2028	3,965		3,964		3,663		0.13
SS&C Technologies, Inc.	(9)	SOFR +	2.25%	6.67%	3/22/2029	4,265		4,169		4,197		0.15
Stamps.com, Inc.	(4)(10)	L +	5.75%	10.13%	10/5/2028	29,775		29,264		29,031		1.05
Stamps.com, Inc.	(4)(10)	L +	5.75%	10.13%	10/5/2028	29,775		29,264		29,031		1.05
Surf Holdings, LLC	(8)	L +	3.50%	8.23%	3/5/2027	4,958		4,886		4,820		0.17
Symphony Technology Group	(5)(10)	L +	4.75%	9.17%	7/27/2028	1,985		1,989		1,709		0.06
Symphony Technology Group	(5)(9)	SOFR +	3.75%	7.97%	3/1/2029	5,970		5,863		5,573		0.20
The Ultimate Software Group, Inc.	(9)	L +	3.25%	7.00%	5/4/2026	9,174		8,928		8,750		0.32
Triple Lift, Inc.	(4)(7)(10)	SOFR +	5.50%	10.12%	5/5/2028	60,795		60,203		59,553		2.15
Vision Solutions, Inc.	(10)	L +	4.00%	8.36%	4/24/2028	6,019		5,963		5,000		0.18
VS Buyer, LLC	(11)	L +	3.00%	7.38%	2/28/2027	3,057		3,016		2,979		0.11
								861,249		853,778		30.89
Specialty Retail
CustomInk, LLC	(4)(11)	L +	6.18%	7.18%	5/3/2026	36,866		36,508		36,866		1.33
EG Dutch Finco BV	(8)	L +	4.00%	8.73%	2/7/2025	5,961		5,732		5,644		0.20
								42,240		42,510		1.53
Technology Hardware, Storage & Peripherals
Lytx, Inc.	(4)(11)	SOFR +	6.75%	11.17%	2/28/2026	29,237		29,125		28,067		1.02
Trading Companies & Distributors
Core and Main, LP	(11)	SOFR +	2.50%	7.42%	7/27/2028	3,980		3,898		3,940		0.14
Foundation Building Materials, Inc.	(9)	L +	3.25%	7.66%	1/31/2028	6,940		6,700		6,587		0.24
Icebox Holdco III, Inc.	(9)	L +	3.50%	8.23%	12/22/2028	5,953		5,888		5,514		0.20
LBM Acquisition, LLC	(10)	L +	3.75%	7.12%	12/17/2027	3,960		3,958		3,451		0.12
Park River Holdings, Inc.	(10)	L +	3.25%	6.99%	12/28/2027	3,403		3,349		2,991		0.11
Porcelain Acquisition Corp.	(4)(7)(11)	L +	5.75%	10.48%	4/1/2027	8,783		8,593		8,721		0.32
Specialty Building Products Holdings, LLC	(9)	L +	3.25%	7.64%	10/15/2028	1,985		1,996		1,794		0.06
SRS Distribution, Inc.	(9)	SOFR +	3.50%	7.92%	6/2/2028	9,930		9,713		9,517		0.34
The Cook & Boardman Group, LLC	(11)	SOFR +	5.75%	9.99%	10/17/2025	46,970		44,734		40,101		1.45
								88,829		82,616		2.98
Transportation Infrastructure
First Student Bidco, Inc.	(9)	L +	3.00%	7.73%	7/21/2028	3,093		3,088		2,805		0.10
Froneri International PLC	(11)	L +	2.25%	6.63%	1/29/2027	4,918		4,787		4,796		0.17
Frontline Road Safety, LLC	(4)(10)	L +	5.75%	6.68%	5/3/2027	13,251		12,854		12,456		0.45
Roadsafe Holdings, Inc.	(4)(11)	L +	5.75%	10.87%	10/19/2027	18,856		18,670		18,668		0.68
								39,399		38,725		1.40
Wireless Telecommunication Services
CCI Buyer, Inc.	(10)	SOFR +	4.00%	8.58%	12/17/2027	6,745		6,574		6,462		0.23
Total First Lien Debt								5,521,131		5,460,255		197.58
Second Lien Debt
Diversified Consumer Services
Ascend Learning, LLC	(9)	L +	3.50%	7.88%	12/10/2029	5,301		4,705		4,588		0.17
Health Care Providers & Services
Canadian Hospital Specialties Ltd.	(4)(5)(8)		8.75%	8.75%	4/15/2029	CAD	12,000	8,117		8,170		0.30
Jayhawk Buyer, LLC	(4)(11)	L +	8.75%	13.17%	10/15/2027	24,712		24,530		24,527		0.89
								32,647		32,697		1.19
Industrial Conglomerates
Victory Buyer, LLC	(4)(9)	L +	7.00%	11.35%	11/1/2029	66,704		65,449		57,199		2.07

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BCRED Emerald JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
Second Lien Debt (continued)
Life Sciences Tools & Services
Curia Global, Inc.	(4)(10)	L +	6.50%	10.91%	8/31/2029	$	37,847	$	37,028	$	29,521	1.07	%
Phoenix Newco, Inc.	(4)(9)	L +	6.50%	10.88%	11/15/2029	37,847		37,027		36,995		1.34
								74,055		66,516		2.41
Software
Apex Group Treasury, LLC	(4)(9)	L +	6.75%	11.48%	7/27/2029	3,622		3,639		3,486		0.13
Apex Group Treasury, LLC	(9)	L +	3.75%	8.26%	7/27/2028	34,225		34,389		32,941		1.19
Proofpoint, Inc.	(5)(9)	L +	3.25%	7.98%	8/31/2028	37,847		36,913		36,538		1.32
Vision Solutions, Inc.	(5)(10)	L +	7.25%	11.61%	4/23/2029	37,847		32,460		28,231		1.02
								107,401		101,196		3.66
Total Second Lien Debt								284,257		262,196		9.49
Bonds
Aerospace & Defense
Howmet Aerospace Inc	(8)		5.90%	5.90%	2/1/2027	1,360		1,389		1,355		0.05
Automobiles
Ford Motor Co	(8)		4.13%	4.13%	8/4/2025	2,610		2,505		2,449		0.09
Banks
Barclays PLC	(8)		5.20%	5.20%	5/12/2026	2,570		2,540		2,502		0.09
Barclays PLC	(8)		4.84%	4.84%	5/9/2028	860		812		794		0.03
Barclays PLC	(8)		2.85%	2.85%	5/7/2026	2,100		1,961		1,953		0.07
Huntington Bancshares Inc	(8)		4.44%	4.44%	8/4/2028	620		598		592		0.02
Lloyds Banking Group PLC	(8)		4.65%	4.65%	3/24/2026	5,000		4,849		4,794		0.17
Synchrony Bank	(8)		5.40%	5.40%	8/22/2025	5,000		4,946		4,912		0.18
Synovus Financial Corp	(8)		5.20%	5.20%	8/11/2025	100		99		99		0.00
								15,805		15,646		0.56
Building Products
Trane Technologies Luxembourg Finance SA	(8)		3.80%	3.80%	3/21/2029	460		432		424		0.02
Capital Markets
FactSet Research Systems Inc	(8)		2.90%	2.90%	3/1/2027	1,810		1,672		1,646		0.06
Jefferies Financial Group Inc.	(8)		4.15%	4.15%	1/23/2030	2,650		2,424		2,372		0.09
MSCI Inc.	(8)		4.00%	4.00%	11/15/2029	200		183		175		0.01
Nomura Holdings Inc	(8)		1.65%	1.65%	7/14/2026	2,250		1,986		1,961		0.07
Nomura Holdings Inc	(8)		2.33%	2.33%	1/22/2027	1,270		1,134		1,114		0.04
StoneX Group Inc.	(8)		8.63%	8.63%	6/15/2025	1,740		1,777		1,760		0.06
								9,176		9,028		0.33
Chemicals
Ingevity Corp	(8)		3.88%	3.88%	11/1/2028	480		421		414		0.01
Minerals Technologies Inc.	(8)		5.00%	5.00%	7/1/2028	1,240		1,123		1,107		0.04
Westlake Corp	(8)		3.60%	3.60%	8/15/2026	3,400		3,235		3,199		0.12
								4,779		4,720		0.17
Commercial Services & Supplies
Clean Harbors Inc.	(8)		4.88%	4.88%	7/15/2027	740		718		702		0.03
Communications Equipment
Juniper Networks Inc	(8)		3.75%	3.75%	8/15/2029	2,230		2,029		1,992		0.07
Motorola Solutions Inc	(8)		4.60%	4.60%	5/23/2029	4,110		4,018		3,920		0.14
								6,047		5,912		0.21
Construction & Engineering
Fluor Corp	(8)		4.25%	4.25%	9/15/2028	1,870		1,719		1,686		0.06
Quanta Services Inc	(8)		0.95%	0.95%	10/1/2024	1,830		1,695		1,686		0.06
								3,414		3,372		0.12

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BCRED Emerald JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
Bonds (continued)
Consumer Finance
FirstCash Inc	(8)		5.63%	5.63%	1/1/2030	$	3,460	$	3,216	$	3,084	0.11	%
Navient Corp	(8)		6.75%	6.75%	6/25/2025	4,060		4,011		3,904		0.14
Navient Corp	(8)		4.88%	4.88%	3/15/2028	460		393		379		0.01
OneMain Finance Corp	(8)		6.88%	6.88%	3/15/2025	3,070		3,040		2,956		0.11
PRA Group Inc	(8)		5.00%	5.00%	10/1/2029	860		727		711		0.03
SLM Corp	(8)		4.20%	4.20%	10/29/2025	240		227		220		0.01
								11,614		11,254		0.41
Containers & Packaging
Berry Global, Inc.	(8)		1.65%	1.65%	1/15/2027	3,320		2,872		2,844		0.10
OI European Group BV	(8)		4.75%	4.75%	2/15/2030	550		491		482		0.02
TriMas Corp	(8)		4.13%	4.13%	4/15/2029	150		133		131		0.00
								3,496		3,457		0.12
Diversified Consumer Services
Block Financial LLC	(8)		2.50%	2.50%	7/15/2028	3,220		2,796		2,743		0.10
Prime Security Services Borrower LLC	(8)		5.75%	5.75%	4/15/2026	2,800		2,783		2,701		0.10
Service Corp International	(8)		4.63%	4.63%	12/15/2027	3,900		3,712		3,650		0.13
								9,291		9,094		0.33
Electric Utilities
NextEra Energy Operating Partners LP	(8)		4.25%	4.25%	7/15/2024	180		177		175		0.01
Electronic Equipment, Instruments & Components
Avnet Inc	(8)		4.63%	4.63%	4/15/2026	1,990		1,937		1,917		0.07
CDW LLC	(8)		2.67%	2.67%	12/1/2026	1,740		1,572		1,548		0.06
CDW LLC	(8)		3.28%	3.28%	12/1/2028	4,280		3,733		3,672		0.13
Flex Ltd	(8)		4.88%	4.88%	6/15/2029	5,000		4,769		4,715		0.17
Jabil Inc	(8)		4.25%	4.25%	5/15/2027	5,000		4,798		4,736		0.17
Teledyne Technologies Inc	(8)		1.60%	1.60%	4/1/2026	1,340		1,209		1,200		0.04
TTM Technologies Inc	(8)		4.00%	4.00%	3/1/2029	630		560		541		0.02
								18,578		18,329		0.66
Energy Equipment & Services
Enerflex Ltd	(8)		9.00%	9.00%	10/15/2027	2,920		2,964		2,916		0.11
Equity Real Estate Investment
EPR Properties	(8)		4.95%	4.95%	4/15/2028	430		380		368		0.01
Equity Real Estate Investment Trusts (REITs)
Brixmor Operating Partnership LP	(8)		4.13%	4.13%	6/15/2026	3,780		3,609		3,569		0.13
Iron Mountain Inc	(8)		4.88%	4.88%	9/15/2027	2,670		2,535		2,460		0.09
Iron Mountain Inc	(8)		5.25%	5.25%	3/15/2028	1,120		1,065		1,032		0.04
Service Corp International	(8)		7.50%	7.50%	9/15/2025	3,910		3,829		3,731		0.14
								11,038		10,792		0.40
Food Products
Campbell Soup Co	(8)		4.15%	4.15%	3/15/2028	880		857		842		0.03
Conagra Brands Inc	(8)		4.85%	4.85%	11/1/2028	700		696		684		0.02
Conagra Brands Inc	(8)		1.38%	1.38%	11/1/2027	2,580		2,187		2,153		0.08
Lamb Weston Holdings Inc	(8)		4.88%	4.88%	5/15/2028	2,820		2,726		2,677		0.10
								6,466		6,356		0.23
Gas Utilities
Superior General Partner Inc	(8)		4.50%	4.50%	3/15/2029	330		290		283		0.01

~~155~~161

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BCRED Emerald JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
Bonds (continued)
Health Care Providers & Services
Centene Corp	(8)		4.25%	4.25%	12/15/2027	$	2,330	$	2,226	$	2,190	0.08	%
HCA Inc.	(8)		4.50%	4.50%	2/15/2027	5,360		5,224		5,174		0.19
Molina Healthcare Inc	(8)		4.38%	4.38%	6/15/2028	120		112		110		0.00
Universal Health Services Inc	(8)		1.65%	1.65%	9/1/2026	2,560		2,229		2,198		0.08
								9,791		9,672		0.35
Hotels, Restaurants & Leisure
Hilton Domestic Operating Co Inc	(8)		3.75%	3.75%	5/1/2029	400		359		347		0.01
Hyatt Hotels Corp	(8)		4.38%	4.38%	9/15/2028	4,220		3,933		3,869		0.14
New Red Finance Inc	(8)		3.88%	3.88%	1/15/2028	2,080		1,923		1,865		0.07
New Red Finance Inc	(8)		3.50%	3.50%	2/15/2029	2,900		2,559		2,491		0.09
Vail Resorts Inc	(8)		6.25%	6.25%	5/15/2025	940		952		942		0.03
Yum! Brands Inc	(8)		4.75%	4.75%	1/15/2030	1,680		1,595		1,544		0.06
								11,321		11,058		0.40
Household Durables
D.R. Horton Inc	(8)		1.30%	1.30%	10/15/2026	3,860		3,370		3,324		0.12
Lennar Corp	(8)		4.75%	4.75%	11/29/2027	1,830		1,789		1,767		0.06
LGI Homes Inc	(8)		4.00%	4.00%	7/15/2029	790		622		611		0.02
M/I Homes Inc	(8)		3.95%	3.95%	2/15/2030	560		448		453		0.02
Meritage Homes Corp	(8)		3.88%	3.88%	4/15/2029	1,100		955		934		0.03
Taylor Morrison Communities Inc	(8)		5.88%	5.88%	6/15/2027	640		640		616		0.02
Taylor Morrison Communities Inc	(8)		5.75%	5.75%	1/15/2028	840		815		788		0.03
Tempur Sealy International Inc	(8)		4.00%	4.00%	4/15/2029	1,920		1,680		1,616		0.06
Toll Brothers Finance Corp	(8)		4.88%	4.88%	3/15/2027	5,120		4,905		4,896		0.18
								15,224		15,005		0.54
Independent Power and Renewable Electricity Producers
DPL INC	(8)		4.13%	4.13%	7/1/2025	2,260		2,174		2,127		0.08
Drax Finco PLC	(8)		6.63%	6.63%	11/1/2025	2,450		2,367		2,345		0.08
								4,541		4,472		0.16
Industrial Conglomerates
Icahn Enterprises LP	(8)		4.75%	4.75%	9/15/2024	1,180		1,154		1,134		0.04
Icahn Enterprises LP	(8)		5.25%	5.25%	5/15/2027	3,520		3,329		3,231		0.12
								4,483		4,365		0.16
Insurance
Willis North America Inc	(8)		4.65%	4.65%	6/15/2027	2,820		2,769		2,728		0.10
IT Services
CGI Inc	(8)		1.45%	1.45%	9/14/2026	2,190		1,952		1,940		0.07
Gartner Inc.	(8)		3.63%	3.63%	6/15/2029	4,100		3,714		3,608		0.13
								5,666		5,548		0.20
Machinery
Allison Transmission Inc	(8)		4.75%	4.75%	10/1/2027	820		777		762		0.03
Allison Transmission Inc	(8)		5.88%	5.88%	6/1/2029	3,470		3,389		3,265		0.12
CNH Industrial NV	(8)		3.85%	3.85%	11/15/2027	2,370		2,251		2,224		0.08
Weir Group PLC	(8)		2.20%	2.20%	5/13/2026	3,810		3,449		3,383		0.12
								9,866		9,634		0.35
Media
Sirius XM Radio Inc	(8)		5.00%	5.00%	8/1/2027	4,460		4,245		4,132		0.15

~~156~~162

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BCRED Emerald JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
Bonds (continued)
Metals & Mining
Carpenter Technology Corp	(8)		6.38%	6.38%	7/15/2028	$	3,280	$	3,179	$	3,125	0.11	%
FMG Resources August 2006 Pty Ltd	(8)		5.88%	5.88%	4/15/2030	2,880		2,752		2,687		0.10
Freeport-McMoRan Inc	(8)		4.13%	4.13%	3/1/2028	5,000		4,697		4,633		0.17
Mineral Resources Ltd	(8)		8.00%	8.00%	11/1/2027	4,300		4,487		4,403		0.16
Steel Dynamics Inc	(8)		3.45%	3.45%	4/15/2030	4,620		4,169		4,073		0.15
								19,284		18,921		0.69
Mortgage Real Estate Investment Trusts (REITs)
Starwood Property Trust Inc	(8)		3.75%	3.75%	12/31/2024	4,640		4,476		4,362		0.16
Multiline Retail
Macy's Retail Holdings LLC	(8)		5.88%	5.88%	3/15/2030	520		470		452		0.02
Oil, Gas & Consumable Fuels
Antero Midstream Partners LP	(8)		5.75%	5.75%	3/1/2027	3,590		3,524		3,400		0.12
Crestwood Midstream Partners LP	(8)		5.63%	5.63%	5/1/2027	1,500		1,437		1,398		0.05
DCP Midstream Operating LP	(8)		5.38%	5.38%	7/15/2025	2,880		2,887		2,858		0.10
DCP Midstream Operating LP	(8)		5.63%	5.63%	7/15/2027	2,270		2,302		2,256		0.08
EnLink Midstream Partners LP	(8)		4.85%	4.85%	7/15/2026	1,640		1,583		1,544		0.06
Hess Corp	(8)		4.30%	4.30%	4/1/2027	3,790		3,670		3,625		0.13
Hess Midstream Operations LP	(8)		5.13%	5.13%	6/15/2028	2,810		2,664		2,603		0.09
Holly Energy Partners LP	(8)		6.38%	6.38%	4/15/2027	4,120		4,156		4,053		0.15
Matador Resources Co	(8)		5.88%	5.88%	9/15/2026	2,170		2,119		2,090		0.08
NuStar Logistics LP	(8)		6.00%	6.00%	6/1/2026	2,750		2,710		2,653		0.10
ONEOK Inc	(8)		4.55%	4.55%	7/15/2028	2,420		2,330		2,289		0.08
PBF Holding Co LLC	(8)		7.25%	7.25%	6/15/2025	4,400		4,330		4,355		0.16
Phillips 66 Partners LP	(8)		3.75%	3.75%	3/1/2028	3,150		2,959		2,905		0.11
Spectra Energy Partners LP	(8)		3.38%	3.38%	10/15/2026	470		445		438		0.02
Sunoco LP	(8)		4.50%	4.50%	5/15/2029	3,010		2,738		2,637		0.10
								39,854		39,104		1.43
Paper & Forest Products
Louisiana-Pacific Corp	(8)		3.63%	3.63%	3/15/2029	1,910		1,687		1,658		0.06
Personal Products
Edgewell Personal Care Co	(8)		5.50%	5.50%	6/1/2028	820		785		768		0.03
Pharmaceuticals
Royalty Pharma PLC	(8)		1.75%	1.75%	9/2/2027	680		587		577		0.02
Professional Services
Booz Allen Hamilton Inc	(8)		3.88%	3.88%	9/1/2028	4,320		3,972		3,835		0.14
Real Estate Management & Development
Howard Hughes Corp	(8)		5.38%	5.38%	8/1/2028	2,250		2,080		2,031		0.07
Howard Hughes Corp	(8)		4.13%	4.13%	2/1/2029	180		156		151		0.01
								2,236		2,182		0.08
Road & Rail
Ryder System Inc	(8)		4.30%	4.30%	6/15/2027	1,000		969		959		0.03
Semiconductors & Semiconductor Equipment
Broadcom Corp	(8)		3.88%	3.88%	1/15/2027	5,450		5,219		5,163		0.19
ON Semiconductor Corp	(8)		3.88%	3.88%	9/1/2028	150		136		131		0.00
Qorvo Inc	(8)		1.75%	1.75%	12/15/2024	4,770		4,414		4,399		0.16
								9,769		9,693		0.35

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BCRED Emerald JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
Bonds (continued)
Software
Fair Isaac Corp	(8)		4.00%	4.00%	6/15/2028	$	4,770	$	4,404	$	4,337	0.16	%
Oracle Corp	(8)		2.80%	2.80%	4/1/2027	1,150		1,059		1,048		0.04
Tangerine Bidco SPA	(4)(8)		6.50%	6.50%	12/30/2029	EUR	66,000	67,855		68,325		2.47
TeamSystem SpA	(4)(8)		6.50%	6.50%	2/15/2028	EUR	35,000	33,348		36,325		1.31
								106,666		110,035		3.98
Specialty Retail
Abercrombie & Fitch Management Co	(8)		8.75%	8.75%	7/15/2025	1,700		1,700		1,669		0.06
Asbury Automotive Group, Inc.	(8)		4.75%	4.75%	3/1/2030	660		573		553		0.02
Bath & Body Works Inc	(8)		9.38%	9.38%	7/1/2025	2,410		2,618		2,577		0.09
Foot Locker Inc	(8)		4.00%	4.00%	10/1/2029	440		370		343		0.01
Gap Inc	(8)		3.63%	3.63%	10/1/2029	1,940		1,538		1,371		0.05
Sonic Automotive Inc	(8)		4.63%	4.63%	11/15/2029	440		372		353		0.01
								7,171		6,866		0.24
Technology Hardware, Storage & Peripherals
VMware Inc	(8)		3.90%	3.90%	8/21/2027	3,030		2,874		2,833		0.10
Xerox Holdings Corp	(8)		5.50%	5.50%	8/15/2028	1,680		1,436		1,347		0.05
								4,310		4,180		0.15
Textiles, Apparel & Luxury Goods
PVH Corp	(8)		4.63%	4.63%	7/10/2025	1,810		1,765		1,749		0.06
Thrifts & Mortgage Finance
MGIC Investment Corp	(8)		5.25%	5.25%	8/15/2028	1,620		1,533		1,496		0.05
NMI Holdings Inc	(8)		7.38%	7.38%	6/1/2025	2,060		2,116		2,084		0.08
Radian Group Inc	(8)		6.63%	6.63%	3/15/2025	2,850		2,857		2,816		0.10
								6,506		6,396		0.23
Trading Companies & Distributors
Air Lease Corp	(8)		1.88%	1.88%	8/15/2026	5,030		4,447		4,375		0.16
GATX Corp	(8)		3.25%	3.25%	9/15/2026	270		254		251		0.01
								4,701		4,626		0.17
Trading Companies & Distributors
AerCap Ireland Capital DAC / AerCap Global Aviation Trust	(8)		3.88%	3.88%	1/23/2028	2,850		2,608		2,568		0.09
AerCap Ireland Capital DAC / AerCap Global Aviation Trust	(8)		4.63%	4.63%	10/15/2027	2,280		2,165		2,121		0.08
AerCap Ireland Capital DAC / AerCap Global Aviation Trust	(8)		3.00%	3.00%	10/29/2028	540		467		453		0.02
United Rentals North America Inc	(8)		4.88%	4.88%	1/15/2028	1,800		1,747		1,710		0.06
								6,987		6,852		0.25
Total Bonds								398,660		396,461		14.35
Equity
Aerospace & Defense
Loar Acquisition 13, LLC - Common Units	(4)					2,547,048		4,305		5,680		0.21
Air Freight & Logistics
AGI Group Holdings LP - A2 Units	(4)					194		208		155		0.01
Mode Holdings, L.P. - Class A-2 Common Units	(4)					1,230,769		2,215		2,400		0.09
								2,423		2,555		0.10
Distributors
Box Co-Invest Blocker, LLC	(4)					780,000		780		694		0.03

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BCRED Emerald JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread	Interest Rate (2)(6)	Maturity Date	Par Amount	Cost (3)		Fair Value		% of Net Assets
Equity (continued)
Diversified Consumer Services
Cambium Holdings, LLC - Senior Preferred Interests	(4)		11.50%		974,662	$	1,133	$	1,184	0.04	%
Deneb Ultimate Topco, LLC - Class A Units	(4)				728	728		575		0.02
						1,861		1,759		0.06
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		0.00
						323		349		0.01
Software
Lobos Parent, Inc. - Series A Preferred Shares	(4)		10.50%		5,773	5,700		6,134		0.22
Transportation Infrastructure
Frontline Road Safety Investments, LLC - Class A Common Units	(4)				3,936	376		275		0.01
Equity Total						15,768		17,446		0.63
Total Investments — non-controlled/non-affiliated						6,219,816		6,136,358		222.04
Total Investments — non-controlled/affiliated
Distributors
GSO DL Co-Invest EIS LP (EIS Acquisition Holdings, LP) - Class A Common Units	(4)(14)				502,415	1,828		3,190		0.12
Total Equity						1,828		3,190		0.12
Total Investments — non-controlled/affiliated						1,828		3,190		0.12
Investments—controlled/affiliated
Equity
Specialty Retail
GSO DL CoInvest CI LP (CustomInk, LLC) - Series A Preferred Units	(4)(14)				3,000,000	3,542		3,762		0.14	%
Total Equity						3,542		3,762		0.14
Total Investments - controlled/affiliated						3,542		3,762		0.14
Total Investment Portfolio						6,225,186		6,143,310		222.29
Cash and Cash Equivalents
State Street Institutional U.S. Government Money Market Fund						5,107		5,107		0.18	%
Other Cash and Cash Equivalents						118,005		118,005		4.27
Total Portfolio Investments, Cash and Cash Equivalents						$	6,348,298	$	6,266,422	226.75	%

(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. As of December 31, 2022, the Company had investments denominated in Canadian Dollars (CAD) and Euros (EUR). 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 (in thousands) is presented for debt investments, while the number of shares or units (in whole amounts) 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 December 31, 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.

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

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


Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
First Lien Debt
ADCS Clinics Intermediate Holdings, LLC	Revolver	5/7/2027	$	781	$	(16)
ADCS Clinics Intermediate Holdings, LLC	Delayed Draw Term Loan	5/7/2023	489		—
AI Aqua Merger Sub, Inc.	Delayed Draw Term Loan	7/31/2028	519		—
Barbri Holdings, Inc.	Delayed Draw Term Loan	4/28/2023	1,363		—
Bazaarvoice, Inc.	Revolver	5/7/2026	2,123		—
Monk Holding Co.	Delayed Draw Term Loan	8/12/2023	7,311		—
Cambium Learning Group, Inc.	Revolver	7/20/2028	3,249		—
CCBlue Bidco, Inc.	Delayed Draw Term Loan	12/21/2023	2,832		—
Confine Visual Bidco	Delayed Draw Term Loan	3/11/2024	6,094		—
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		(53)
Cumming Group, Inc.	Delayed Draw Term Loan	5/26/2027	1,150		—
Cumming Group, Inc.	Revolver	5/26/2027	1,776		—
DCA Investment Holdings, LLC	Delayed Draw Term Loan	4/3/2028	44		—
Donuts, Inc.	Delayed Draw Term Loan	12/29/2027	5,874		—
Express Wash Concepts, LLC	Delayed Draw Term Loan	4/30/2027	14,500		—
Forefront Management Holdings, LLC	Delayed Draw Term Loan	3/23/2029	132		—
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.	Delayed Draw Term Loan	12/10/2023	1,939		(15)
Knowledge Pro Buyer, Inc.	Revolver	12/10/2027	2,094		—
Latham Pool Products, Inc.	Delayed Draw Term Loan	2/18/2029	11,250		(942)
LD Lower Holdings, Inc.	Delayed Draw Term Loan	2/8/2023	2,542		—
Navigator Acquiror, Inc.	Delayed Draw Term Loan	7/16/2023	3,686		—
New Arclin US Holding Corp.	Delayed Draw Term Loan	9/22/2028	202		(24)
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)
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	1,442		—
Refficiency Holdings, LLC	Delayed Draw Term Loan	12/16/2027	1		—
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	2,425		—
Stepping Stones Healthcare Services, LLC	Delayed Draw Term Loan	12/30/2023	2,139		—
Stepping Stones Healthcare Services, LLC	Revolver	12/30/2026	507		—
Triple Lift, Inc.	Revolver	5/6/2028	1,321		—
US Oral Surgery Management Holdco, LLC	Delayed Draw Term Loan	11/18/2023	2,160		—
US Oral Surgery Management Holdco, LLC	Revolver	11/18/2027	1,915		(19)
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	491		—
WHCG Purchaser III, Inc.	Delayed Draw Term Loan	6/22/2023	1,154		—
Total Unfunded Commitments			$	133,525	$	(1,395)

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

(9) The interest rate floor on these investments as of December 31, 2022 was 0.50%.

(10) The interest rate floor on these investments as of December 31, 2022 was 0.75%.

(11) The interest rate floor on these investments as of December 31, 2022 was 1.00%.

(12) The interest rate floor on these investments as of December 31, 2022 was 1.25%.

(13) The interest rate floor on these investments as of December 31, 2022 was 1.50%.

(14) Loan was on non-accrual status as of December 31, 2022.

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~~Below is~~The following table presents the selected consolidated statements of assets and liabilities information for the Emerald JV as of ~~June~~September 30, 2023 and December 31, 2022 (Unaudited):


		June 30, 2023		December 31, 2022			September 30, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Investments at fair value (cost of $5,704,327 and $6,225,186 at June 30, 2023 and December 31, 2022, respectively)		$	5,664,242	$	6,143,310
Investments at fair value (cost of $5,703,039 and $6,225,186 at September 30, 2023 and December 31, 2022, respectively)						Investments at fair value (cost of $5,703,039 and $6,225,186 at September 30, 2023 and December 31, 2022, respectively)	$	5,688,037	$	6,143,310
Cash and cash equivalents	Cash and cash equivalents	162,931		123,112		Cash and cash equivalents	139,689		123,112
Interest receivable	Interest receivable	59,505		67,094		Interest receivable	47,349		67,094
Receivable for investments sold	Receivable for investments sold	10,331		195,023		Receivable for investments sold	23,009		195,023
Deferred financing costs	Deferred financing costs	13,641		12,664		Deferred financing costs	16,420		12,664
Other assets	Other assets	—		65		Other assets	—		65
Total assets	Total assets	$	5,910,650	$	6,541,268	Total assets	$	5,914,504	$	6,541,268
LIABILITIES	LIABILITIES					LIABILITIES
Debt	Debt	$	3,121,132	$	3,377,064	Debt	$	3,023,356	$	3,377,064
Distribution payable	Distribution payable	47,507		91,832		Distribution payable	110,498		91,832
Payable for investments purchased and other liabilities	Payable for investments purchased and other liabilities	61,040		308,750		Payable for investments purchased and other liabilities	78,077		308,750
Total liabilities	Total liabilities	3,229,679		3,777,646		Total liabilities	3,211,931		3,777,646
MEMBERS’ EQUITY	MEMBERS’ EQUITY					MEMBERS’ EQUITY
Members’ Equity	Members’ Equity	2,680,971		2,763,622		Members’ Equity	2,702,573		2,763,622
Total Members’ Equity	Total Members’ Equity	2,680,971		2,763,622		Total Members’ Equity	2,702,573		2,763,622
Total liabilities and members’ equity	Total liabilities and members’ equity	$	5,910,650	$	6,541,268	Total liabilities and members’ equity	$	5,914,504	$	6,541,268

The following table presents the selected consolidated statements of operations information of the Emerald JV for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and ~~June~~September 30, 2022 (Unaudited):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022
Investment income:	Investment income:									Investment income:
Interest income	Interest income	$	162,897	$	37,306	$	322,113	$	62,927	Interest income	$	164,464	$	56,971	$	486,577	$	119,898
Payment-in-kind interest income	Payment-in-kind interest income	881		—		3,462		—		Payment-in-kind interest income	1,665		—		5,127		—
Dividend income	Dividend income	8		—		345		—		Dividend income	49		—		394		—
Other income	Other income	47		77		1,433		242		Other income	73		150		1,507		392
Total investment income	Total investment income	163,833		37,383		327,353		63,169		Total investment income	166,251		57,121		493,605		120,290
Expenses:	Expenses:									Expenses:
Interest expense	Interest expense	60,223		9,973		117,514		14,195		Interest expense	62,213		18,762		179,728		32,957
Other expenses	Other expenses	1,459		550		2,868		1,212		Other expenses	933		1,404		3,801		2,616
Total expenses	Total expenses	61,682		10,523		120,382		15,407		Total expenses	63,146		20,166		183,529		35,573
Net investment income before taxes	Net investment income before taxes	102,151		26,860		206,971		47,762		Net investment income before taxes	103,105		36,955		310,076		84,717
Tax Expense	Tax Expense	—		—		—		—		Tax Expense	—		—		—		—
Net investment income after taxes	Net investment income after taxes	102,151		26,860		206,971		47,762		Net investment income after taxes	103,105		36,955		310,076		84,717
Net realized and change in unrealized gain (loss) on investments
Net change in unrealized gain (loss) on investments		17,655		(48,640)		37,756		(50,801)
Net realized gain (loss) on investments		(6,309)		(380)		(6,144)		(490)
Net realized and change in unrealized gain (loss) on investments and other transactions										Net realized and change in unrealized gain (loss) on investments and other transactions
Net change in unrealized gain (loss)										Net change in unrealized gain (loss)	30,618		(7,970)		68,374		(58,771)
Net realized gain (loss)										Net realized gain (loss)	(1,623)		(2,259)		(7,767)		(2,750)
Total net realized and change in unrealized gain (loss) on investments	Total net realized and change in unrealized gain (loss) on investments	11,346		(49,020)		31,612		(51,291)		Total net realized and change in unrealized gain (loss) on investments	28,995		(10,229)		60,607		(61,521)
Net increase (decrease) in net assets resulting from operations	Net increase (decrease) in net assets resulting from operations	$	113,497	$	(22,160)	$	238,583	$	(3,529)	Net increase (decrease) in net assets resulting from operations	$	132,100	$	26,726	$	370,683	$	23,196

~~162~~168

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BCRED Verdelite JV

BCRED Verdelite JV LP (“Verdelite JV”), a Delaware limited liability company, was formed as a joint venture between the Company and an 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”), and commenced operations on October 21, 2022 and operates under a limited liability company agreement. The Verdelite JV’s principal purpose is to make investments, primarily in broadly syndicated loans.

On October 21, 2022, a wholly-owned subsidiary of the Company and the Verdelite JV Partner committed to contribute up to $147.0 million and $21.0 million of capital, respectively, to the Verdelite JV. The Company contributed $117.7 million (consisting of a cash contribution of $26.2 million and an in-kind capital contribution of investments valued at $91.5 million), and the Verdelite JV Partner contributed cash of $16.8 million, in exchange for equity ownership interests of 87.5% and 12.5%, respectively.

The Company and the Verdelite JV Partner may, from time-to-time, make additional contributions of capital or may receive returns of capital from the Verdelite JV. As of ~~June~~September 30, 2023 and December 31, 2022, the Company had contributed $117.7 million and the Verdelite JV Partner had contributed $16.8 million of capital, respectively, and $29.3 million and $4.2 million of capital remained uncalled from the Company and the Verdelite JV Partner, respectively. As of ~~June~~September 30, 2023 and December 31, 2022, the Company and the Verdelite JV Partner’s initial equity ownership interests are 87.5% and 12.5%, respectively.

The Company and the Verdelite JV Partner, through their joint control of the Verdelite JV’s General Partner, have equal control of the Verdelite JV's investment decisions, the decision to call additional capital up to the amounts committed by the Company and the Verdelite JV Partner, the decision to return capital or to make distributions, and generally all other decisions in respect of the Verdelite JV must be approved by the Verdelite JV's investment committee or board of directors, each of which consists of an equal number of representatives of the Company and the Verdelite JV Partner.

The Company has determined that the Verdelite JV is an investment company under ASC 946, and in accordance with ASC 946, the Company will generally not consolidate its investment in a company other than a wholly-owned investment company subsidiary. Further, the Company has a variable interest in the Verdelite JV and has determined that the Verdelite JV is a variable interest entity under ASC 810. However, the Company is not deemed to be the primary beneficiary of the Verdelite JV as there is equal power between the Company and JV Partner. Accordingly, the Company does not consolidate the Verdelite JV.

The Company's investment in the Verdelite JV is disclosed on the Company’s Condensed Consolidated Schedule of Investments as of ~~June~~September 30, 2023 and December 31, 2022.

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The following table presents the consolidated schedule of investments of the Verdelite JV as of ~~June~~September 30, 2023:


BCRED Verdelite JV LP Consolidated Schedule of Investments June 30, 2023 (in thousands) (Unaudited)

BCRED Verdelite JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)															BCRED Verdelite JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets				Investments (1)		Footnotes		Reference Rate and Spread		Interest Rate (2)(15)			Maturity Date			Par Amount/Units (1)			Cost (3)			Fair Value	% of Net Assets
Investments
First Lien
First Lien Debt															First Lien Debt
Aerospace & Defense	Aerospace & Defense														Aerospace & Defense
Amentum Government Services Holdings, LLC	Amentum Government Services Holdings, LLC	(4)(8)	SOFR +	4.00%	9.22%	1/29/2027	$	421	$	418	$	416	0.30	%	Amentum Government Services Holdings, LLC	(8)	SOFR +	4.00%		9.43%		1/29/2027		$	421		$	418		$	419		0.29	%
Atlas CC Acquisition Corp.	Atlas CC Acquisition Corp.	(10)	SOFR +	4.25%	9.78%	5/25/2028	451		418		395		0.29		Atlas CC Acquisition Corp.	(10)	SOFR +	4.25%		9.93%		5/25/2028		450			418			423			0.30
Atlas CC Acquisition Corp.	Atlas CC Acquisition Corp.	(10)	SOFR +	4.25%	9.78%	5/25/2028	2,219		2,054		1,940		1.42		Atlas CC Acquisition Corp.	(10)	SOFR +	4.25%		9.93%		5/25/2028		2,214			2,058			2,079			1.46
Avolon TLB Borrower 1 US LLC	Avolon TLB Borrower 1 US LLC	(9)	SOFR +	2.50%	7.59%	6/22/2028	2,765		2,737		2,767		2.03		Avolon TLB Borrower 1 US LLC	(9)	SOFR +	2.50%		7.82%		6/22/2028		2,758			2,732			2,761			1.94
LSF11 Trinity Bidco Inc	LSF11 Trinity Bidco Inc	(4)(8)	SOFR +	4.50%	9.55%	4/26/2030	1,974		1,944		1,971		1.44		LSF11 Trinity Bidco Inc	(4)(8)	SOFR +	4.50%		9.83%		6/14/2030		1,959			1,931			1,959			1.38
Peraton Corp.	Peraton Corp.	(10)	SOFR +	3.75%	8.95%	2/1/2028	4,058		3,988		3,995		2.93		Peraton Corp.	(10)	SOFR +	3.75%		9.17%		2/1/2028		4,046			3,980			4,043			2.84
Vertex Aerospace Services Corp.	Vertex Aerospace Services Corp.	(10)	SOFR +	3.50%	8.95%	12/6/2028	4,069		4,028		4,073		2.98		Vertex Aerospace Services Corp.	(10)	SOFR +	3.50%		8.92%		12/6/2028		3,061			3,032			3,066			2.16
									15,587		15,557		11.39														14,569			14,750			10.37
Air Freight & Logistics	Air Freight & Logistics														Air Freight & Logistics
Forward Air Corporation															Forward Air Corporation	(10)	SOFR +	4.50%		9.90%		9/20/2030		3,000			2,880			2,935			2.06
The Kenan Advantage Group, Inc.	The Kenan Advantage Group, Inc.	(10)	SOFR +	4.18%	9.48%	3/24/2026	3,573		3,495		3,571		2.62		The Kenan Advantage Group, Inc.	(10)	SOFR +	4.18%		9.48%		3/24/2026		3,563			3,493			3,559			2.50
																											6,373			6,494			4.56
Airlines	Airlines														Airlines
Apple Bidco LLC		(9)	SOFR +	4.00%	9.10%	9/22/2028	2,436		2,412		2,427		1.78
KKR Apple Bidco, LLC															KKR Apple Bidco, LLC	(9)	SOFR +	4.00%		9.32%		9/22/2028		2,430			2,407			2,431			1.71
United Airlines, Inc.	United Airlines, Inc.	(10)	L +	3.75%	9.29%	4/21/2028	2,762		2,740		2,766		2.03		United Airlines, Inc.	(10)	SOFR +	3.75%		9.18%		4/21/2028		2,755			2,734			2,764			1.94
									5,152		5,193		3.81														5,141			5,195			3.65
Auto Components	Auto Components														Auto Components
Clarios Global LP	Clarios Global LP	(8)	SOFR +	3.75%	8.85%	5/6/2030	2,921		2,906		2,918		2.14		Clarios Global LP	(8)	SOFR +	3.75%		9.07%		5/6/2030		2,921			2,907			2,919			2.05
Metis Buyer, Inc.	Metis Buyer, Inc.	(10)	SOFR +	4.00%	9.22%	5/4/2028	995		961		988		0.72		Metis Buyer, Inc.	(10)	SOFR +	4.00%		9.43%		5/4/2028		992			960			991			0.70
Belron Finance US LLC	Belron Finance US LLC	(9)	SOFR +	2.75%	7.83%	4/18/2029	761		758		763		0.56		Belron Finance US LLC	(9)	SOFR +	2.75%		8.16%		4/18/2029		760			756			761			0.54
First Brands Group, LLC															First Brands Group, LLC	(11)	SOFR +	5.00%		10.88%		3/30/2027		1,330			1,291			1,316			0.93
Phinia Inc	Phinia Inc	(9)	SOFR +	4.00%	9.34%	6/8/2028	1,750		1,680		1,750		1.28		Phinia Inc	(8)	SOFR +	4.00%		9.49%		7/3/2028		1,750			1,684			1,754			1.23
									6,305		6,419		4.70														7,598			7,741			5.45
Beverages	Beverages														Beverages
Triton Water Holdings, Inc.	Triton Water Holdings, Inc.	(9)	SOFR +	3.25%	8.49%	3/31/2028	3,473		3,223		3,367		2.47		Triton Water Holdings, Inc.	(9)	SOFR +	3.25%		8.90%		3/31/2028		2,467			2,299			2,410			1.69
Building Products	Building Products														Building Products
Griffon Corporation	Griffon Corporation	(9)	SOFR +	2.50%	9.00%	1/24/2029	1,247		1,235		1,245		0.91		Griffon Corporation	(9)	SOFR +	2.25%		7.79%		1/24/2029		1,184			1,172			1,185			0.83
Oscar AcquisitionCo LLC	Oscar AcquisitionCo LLC	(9)	SOFR +	4.50%	9.84%	4/29/2029	3,829		3,706		3,748		2.74		Oscar AcquisitionCo LLC	(9)	SOFR +	4.50%		9.99%		4/29/2029		3,828			3,711			3,806			2.68
Tamko Building Product, LLC															Tamko Building Product, LLC	(8)	SOFR +	3.50%		8.90%		9/20/2030		787			783			784			0.55
The Chamberlain Group, Inc.	The Chamberlain Group, Inc.	(9)	SOFR +	3.25%	8.45%	11/3/2028	3,575		3,376		3,500		2.56		The Chamberlain Group, Inc.	(9)	SOFR +	3.25%		8.67%		11/3/2028		3,566			3,376			3,518			2.47
									8,317		8,493		6.21														9,042			9,293			6.53
Capital Markets	Capital Markets														Capital Markets
Advisor Group Holdings, Inc.	Advisor Group Holdings, Inc.	(8)	L +	4.50%	9.69%	7/31/2026	3,310		3,245		3,317		2.43		Advisor Group Holdings, Inc.	(8)	SOFR +	4.50%		9.82%		8/17/2028		4,072			4,065			4,075			2.86
Focus Financial Partners LLC	Focus Financial Partners LLC	(9)	SOFR +	3.50%	8.57%	6/30/2028	2,020		1,991		2,012		1.47		Focus Financial Partners LLC	(9)	SOFR +	3.50%		8.82%		6/30/2028		2,020			1,992			2,021			1.42
The Edelman Financial Engines Center, LLC	The Edelman Financial Engines Center, LLC	(10)	L +	3.75%	8.94%	4/7/2028	2,729		2,637		2,666		1.95		The Edelman Financial Engines Center, LLC	(10)	SOFR +	3.50%		8.94%		4/7/2028		2,722			2,636			2,698			1.90
									7,873		7,995		5.85														8,693			8,794			6.18
Chemicals	Chemicals														Chemicals
Starfruit Finco BV	Starfruit Finco BV	(8)	SOFR +	4.00%	8.99%	4/3/2028	798		790		794		0.58		Starfruit Finco BV	(8)	SOFR +	4.00%		9.35%		4/3/2028		796			789			788			0.55
WR Grace Holdings, LLC		(9)	L +	3.75%	9.31%	9/22/2028	3,573		3,538		3,557		2.60
									4,328		4,351		3.18

~~164~~170

Table of Contents


BCRED Verdelite JV LP Consolidated Schedule of Investments June 30, 2023 (in thousands) (Unaudited)

BCRED Verdelite JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)															BCRED Verdelite JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets				Investments (1)		Footnotes		Reference Rate and Spread		Interest Rate (2)(15)			Maturity Date			Par Amount/Units (1)			Cost (3)			Fair Value	% of Net Assets
First Lien Debt (continued)	First Lien Debt (continued)														First Lien Debt (continued)
Commercial Services & Supplies	Commercial Services & Supplies														Commercial Services & Supplies
Access CIG, LLC	Access CIG, LLC	(8)	L +	3.75%	8.94%	2/27/2025	$	4,266	$	4,172	$	4,227	3.10	%	Access CIG, LLC	(9)	SOFR +	5.00%		10.32%		8/18/2028		$	3,766		$	3,586		$	3,723		2.62	%
Allied Universal Holdco LLC		(9)	SOFR +	3.75%	8.95%	5/12/2028	2,000		1,940		1,958		1.43
Allied Universal Holdco, LLC															Allied Universal Holdco, LLC	(9)	SOFR +	3.75%		9.17%		5/12/2028		2,566			2,456			2,483			1.75
Allied Universal Holdco, LLC	Allied Universal Holdco, LLC	(9)	SOFR +	3.75%	8.95%	5/12/2028	3,573		3,412		3,479		2.55		Allied Universal Holdco, LLC	(9)	SOFR +	4.75%		10.07%		5/12/2028		2,000			1,943			1,975			1.39
Anticimex, Inc.	Anticimex, Inc.	(9)	SOFR +	3.40%	8.45%	11/16/2028	3,413		3,344		3,375		2.47		Anticimex, Inc.	(9)	SOFR +	3.15%		8.45%		11/16/2028		3,413			3,347			3,395			2.39
APX Group, Inc.	APX Group, Inc.	(9)	SOFR +	3.25%	8.46%	7/10/2028	3,319		3,179		3,321		2.43		APX Group, Inc.	(9)	SOFR +	3.25%		8.69%		7/10/2028		3,311			3,179			3,315			2.33
Covanta Holding Corp	Covanta Holding Corp	(9)	SOFR +	3.00%	8.24%	11/30/2028	1,042		1,031		1,039		0.76		Covanta Holding Corp	(9)	SOFR +	3.00%		8.33%		11/30/2028		1,042			1,032			1,041			0.73
DG Investment Intermediate Holdings 2, Inc.	DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	3.75%	8.97%	3/31/2028	3,967		3,836		3,903		2.86		DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	3.75%		9.18%		3/31/2028		3,957			3,833			3,896			2.74
EAB Global, Inc.	EAB Global, Inc.	(9)	L +	3.50%	8.87%	8/16/2028	4,069		3,958		4,029		2.95		EAB Global, Inc.	(9)	SOFR +	3.50%		8.87%		8/16/2028		3,560			3,468			3,540			2.49
Energizer Holdings Inc	Energizer Holdings Inc	(9)	L +	3.75%	8.97%	12/8/2028	3,573		3,431		3,524		2.58		Energizer Holdings Inc	(9)	SOFR +	3.75%		9.18%		12/8/2028		3,564			3,429			3,529			2.48
Garda World Security Corp.	Garda World Security Corp.	(8)	SOFR +	4.25%	9.43%	10/30/2026	3,350		3,250		3,337		2.44		Garda World Security Corp.	(8)	SOFR +	4.25%		9.75%		10/30/2026		2,350			2,285			2,352			1.65
Genuine Financial Holdings, LLC	Genuine Financial Holdings, LLC	(8)	L +	3.75%	8.94%	7/11/2025	1,580		1,569		1,580		1.16		Genuine Financial Holdings, LLC	(8)	SOFR +	4.00%		9.40%		9/20/2030		2,000			1,970			1,985			1.40
									33,122		33,772		24.73														30,528			31,234			21.97
Construction & Engineering	Construction & Engineering														Construction & Engineering
Refficiency Holdings, LLC	Refficiency Holdings, LLC	(10)	SOFR +	3.75%	8.95%	12/16/2027	3,473		3,386		3,459		2.53		Refficiency Holdings, LLC	(10)	SOFR +	3.75%		9.17%		12/16/2027		3,465			3,382			3,456			2.43
Construction Materials	Construction Materials														Construction Materials
White Cap Buyer, LLC	White Cap Buyer, LLC	(9)	SOFR +	3.75%	8.85%	10/19/2027	4,129		4,006		4,101		3.00		White Cap Buyer, LLC	(9)	SOFR +	3.75%		9.07%		10/19/2027		3,620			3,518			3,617			2.54
Containers & Packaging	Containers & Packaging														Containers & Packaging
Berlin Packaging, LLC	Berlin Packaging, LLC	(9)	L +	3.75%	9.29%	3/11/2028	3,521		3,437		3,469		2.54		Berlin Packaging, LLC	(9)	SOFR +	3.75%		9.19%		3/11/2028		3,512			3,433			3,480			2.45
Charter NEX US, Inc.	Charter NEX US, Inc.	(10)	SOFR +	3.75%	8.97%	12/1/2027	3,817		3,760		3,792		2.78		Charter NEX US, Inc.	(10)	SOFR +	3.75%		9.18%		12/1/2027		3,817			3,763			3,787			2.66
Novolex, Inc.	Novolex, Inc.	(9)	SOFR +	4.18%	9.38%	4/13/2029	3,817		3,742		3,764		2.76		Novolex, Inc.	(9)	SOFR +	4.18%		9.59%		4/13/2029		3,808			3,736			3,761			2.64
ProAmpac PG Borrower, LLC	ProAmpac PG Borrower, LLC	(10)	SOFR +	3.75%	9.14%	11/3/2025	4,069		3,964		4,033		2.95		ProAmpac PG Borrower, LLC	(10)	SOFR +	4.50%		9.90%		9/26/2028		5,110			5,059			5,093			3.58
Ring Container Technologies Group, LLC	Ring Container Technologies Group, LLC	(9)	SOFR +	3.50%	8.72%	8/12/2028	2,140		2,126		2,133		1.56		Ring Container Technologies Group, LLC	(9)	SOFR +	3.50%		8.93%		8/12/2028		2,134			2,121			2,136			1.50
TricorBraun Holdings, Inc.	TricorBraun Holdings, Inc.	(9)	SOFR +	3.25%	8.47%	3/3/2028	4,069		3,919		3,970		2.91		TricorBraun Holdings, Inc.	(9)	SOFR +	3.25%		8.68%		3/3/2028		3,560			3,436			3,499			2.46
Trident TPI Holdings, Inc.	Trident TPI Holdings, Inc.	(9)	L +	4.00%	9.54%	9/15/2028	3,320		3,212		3,275		2.40		Trident TPI Holdings, Inc.	(9)	SOFR +	4.00%		9.65%		9/15/2028		3,311			3,209			3,305			2.32
									24,160		24,436		17.90														24,757			25,061			17.61
Distributors															Distributors
Fastlane Parent Co Inc															Fastlane Parent Co Inc	(4)(9)	SOFR +	4.50%		9.90%		9/4/2028		1,782			1,755			1,765			1.24
Diversified Consumer Services	Diversified Consumer Services														Diversified Consumer Services
Ascend Learning, LLC	Ascend Learning, LLC	(9)	SOFR +	3.50%	8.70%	12/11/2028	3,176		3,042		2,993		2.19		Ascend Learning, LLC	(9)	SOFR +	3.50%		8.92%		12/11/2028		3,168			3,040			3,029			2.13
Colibri Group, LLC	Colibri Group, LLC	(10)	SOFR +	5.00%	10.39%	3/12/2029	4,268		4,132		4,140		3.03		Colibri Group, LLC	(10)	SOFR +	5.00%		10.45%		3/12/2029		3,758			3,644			3,716			2.61
Pre-Paid Legal Services, Inc.	Pre-Paid Legal Services, Inc.	(9)	L +	3.75%	8.94%	12/15/2028	4,315		4,240		4,262		3.12		Pre-Paid Legal Services, Inc.	(9)	SOFR +	3.50%		8.93%		12/15/2028		3,306			3,252			3,279			2.31
SSH Group Holdings, Inc.		(8)	SOFR +	4.00%	8.90%	7/30/2025	3,430		3,381		3,412		2.50
Spring Education Group, Inc.															Spring Education Group, Inc.	(4)(8)	SOFR +	4.50%		9.89%		9/29/2030		3,421			3,379			3,379			2.38
TruGreen Limited Partnership	TruGreen Limited Partnership	(10)	SOFR +	4.00%	9.20%	11/2/2027	995		917		918		0.67		TruGreen Limited Partnership	(10)	SOFR +	4.00%		9.42%		11/2/2027		275			255			262			0.18
University Support Services, LLC	University Support Services, LLC	(9)	SOFR +	3.25%	8.45%	2/10/2029	3,573		3,526		3,550		2.60		University Support Services, LLC	(9)	SOFR +	3.25%		8.67%		2/10/2029		3,564			3,519			3,539			2.49
Weld North Education, LLC	Weld North Education, LLC	(9)	SOFR +	3.75%	8.97%	12/21/2027	4,069		4,033		4,007		2.93		Weld North Education, LLC	(9)	SOFR +	3.75%		9.18%		12/21/2027		4,058			4,024			3,987			2.80
									23,271		23,282		17.04														21,113			21,191			14.90
Diversified Financial Services	Diversified Financial Services														Diversified Financial Services
Mitchell International, Inc.	Mitchell International, Inc.	(9)	L +	3.75%	8.94%	10/15/2028	2,977		2,811		2,917		2.14		Mitchell International, Inc.	(9)	SOFR +	3.75%		9.18%		10/15/2028		2,970			2,811			2,926			2.06
Polaris Newco, LLC	Polaris Newco, LLC	(9)	L +	4.00%	9.54%	6/2/2028	3,792		3,637		3,502		2.56		Polaris Newco, LLC	(9)	SOFR +	4.00%		9.43%		6/2/2028		2,286			2,198			2,195			1.54
Sedgwick Claims Management Services, Inc.	Sedgwick Claims Management Services, Inc.	(8)	SOFR +	3.75%	8.85%	2/24/2028	2,980		2,952		2,966		2.17		Sedgwick Claims Management Services, Inc.	(8)	SOFR +	3.75%		9.07%		2/24/2028		2,972			2,946			2,970			2.09
									9,400		9,385		6.87														7,955			8,091			5.69
Diversified Telecommunication Services	Diversified Telecommunication Services														Diversified Telecommunication Services
Numericable US, LLC	Numericable US, LLC	(8)	SOFR +	5.50%	10.49%	8/15/2028	4,289		4,199		3,831		2.81		Numericable US, LLC	(8)	SOFR +	5.50%		10.81%		8/15/2028		3,779			3,719			3,432			2.41
Zacapa, LLC	Zacapa, LLC	(9)	SOFR +	4.00%	9.24%	3/22/2029	4,069		3,947		3,972		2.91		Zacapa, LLC	(9)	SOFR +	4.00%		9.39%		3/22/2029		3,560			3,458			3,540			2.49
									8,146		7,803		5.72														7,177			6,972			4.90

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Table of Contents


BCRED Verdelite JV LP Consolidated Schedule of Investments June 30, 2023 (in thousands) (Unaudited)

BCRED Verdelite JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)															BCRED Verdelite JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets				Investments (1)		Footnotes		Reference Rate and Spread		Interest Rate (2)(15)			Maturity Date			Par Amount/Units (1)			Cost (3)			Fair Value	% of Net Assets
First Lien Debt (continued)	First Lien Debt (continued)														First Lien Debt (continued)
Electrical Equipment	Electrical Equipment														Electrical Equipment
Madison IAQ, LLC	Madison IAQ, LLC	(9)	L +	3.25%	8.30%	6/21/2028	$	2,079	$	1,975	$	2,039	1.49	%	Madison IAQ, LLC	(9)	SOFR +	3.25%		8.69%		6/21/2028		$	2,074		$	1,975		$	2,044		1.44	%
Electronic Equipment, Instruments & Components	Electronic Equipment, Instruments & Components														Electronic Equipment, Instruments & Components
Infinite Bidco, LLC	Infinite Bidco, LLC	(9)	L +	3.25%	8.91%	3/2/2028	2,680		2,581		2,593		1.90		Infinite Bidco, LLC	(9)	SOFR +	3.75%		9.18%		3/2/2028		2,680			2,586			2,636			1.85
Entertainment	Entertainment														Entertainment
Recorded Books, Inc.	Recorded Books, Inc.	(8)	SOFR +	4.00%	9.14%	8/29/2025	3,600		3,561		3,604		2.64		Recorded Books, Inc.	(8)	SOFR +	4.00%		9.32%		8/29/2025		2,068			2,048			2,071			1.46
Food Products	Food Products														Food Products
CHG PPC Parent LLC	CHG PPC Parent LLC	(9)	SOFR +	3.00%	8.22%	12/8/2028	2,992		2,904		2,974		2.18		CHG PPC Parent LLC	(9)	SOFR +	3.00%		8.43%		12/8/2028		2,985			2,901			2,972			2.09
Ground Transportaion
Ground Transportation															Ground Transportation
Uber Technologies, Inc.	Uber Technologies, Inc.	(8)	SOFR +	2.75%	8.02%	3/3/2030	2,442		2,436		2,445		1.79		Uber Technologies, Inc.	(8)	SOFR +	2.75%		8.16%		3/3/2030		2,436			2,430			2,437			1.71
Health Care Equipment & Supplies	Health Care Equipment & Supplies														Health Care Equipment & Supplies
Auris Luxembourg III Sarl	Auris Luxembourg III Sarl	(8)	L +	3.75%	9.12%	2/27/2026	2,158		1,992		2,049		1.50		Auris Luxembourg III Sarl	(8)	L +	3.75%		9.12%		2/27/2026		2,152			2,002			2,103			1.48
Resonetics, LLC	Resonetics, LLC	(10)	L +	4.00%	9.10%	4/28/2028	4,069		3,947		3,963		2.90		Resonetics, LLC	(10)	SOFR +	4.00%		9.63%		4/28/2028		3,569			3,465			3,515			2.47
Sunshine Luxembourg VII S.à r.l, LLC	Sunshine Luxembourg VII S.à r.l, LLC	(10)	SOFR +	3.75%	9.09%	10/1/2026	3,792		3,700		3,778		2.77		Sunshine Luxembourg VII S.à r.l, LLC	(10)	SOFR +	3.75%		9.24%		10/1/2026		3,782			3,697			3,781			2.66
									9,639		9,790		7.17														9,164			9,399			6.61
Health Care Providers & Services	Health Care Providers & Services														Health Care Providers & Services
ADMI Corp.	ADMI Corp.	(9)	SOFR +	3.75%	8.97%	12/23/2027	2,580		2,459		2,418		1.77		ADMI Corp.	(9)	SOFR +	3.75%		9.18%		12/23/2027		2,574			2,460			2,407			1.69
Electron Bidco, Inc.	Electron Bidco, Inc.	(9)	SOFR +	3.00%	8.27%	11/1/2028	4,315		4,233		4,303		3.15		Electron Bidco, Inc.	(9)	SOFR +	3.00%		8.43%		11/1/2028		3,805			3,736			3,794			2.67
Heartland Dental LLC	Heartland Dental LLC	(10)	SOFR +	5.00%	10.10%	4/30/2028	4,478		4,303		4,330		3.17		Heartland Dental LLC	(10)	SOFR +	5.00%		10.33%		4/28/2028		2,977			2,867			2,950			2.07
LifePoint Health, Inc.	LifePoint Health, Inc.	(8)	L +	3.75%	9.02%	11/16/2025	6,575		6,198		6,106		4.47		LifePoint Health, Inc.	(8)	SOFR +	3.75%		9.38%		11/16/2025		4,290			4,077			4,288			3.01
Pediatric Associates Holding Co., LLC	Pediatric Associates Holding Co., LLC	(7)(9)	SOFR +	3.25%	8.47%	12/29/2028	638		625		625		0.46		Pediatric Associates Holding Co., LLC	(9)	SOFR +	3.25%		8.57%		12/29/2028		649			638			634			0.45
									17,818		17,782		13.02														13,778			14,073			9.89
Health Care Technology	Health Care Technology														Health Care Technology
athenahealth, Inc.	athenahealth, Inc.	(7)(9)	SOFR +	3.50%	8.59%	2/15/2029	3,559		3,226		3,416		2.50		athenahealth, Inc.	(9)	SOFR +	3.25%		8.57%		2/15/2029		3,550			3,275			3,493			2.46
GHX Ultimate Parent Corp		(9)	SOFR +	4.75%	9.86%	6/30/2027	904		882		906		0.66
Netsmart Technologies, Inc.	Netsmart Technologies, Inc.	(10)	SOFR +	4.00%	9.22%	10/1/2027	2,924		2,857		2,915		2.13		Netsmart Technologies, Inc.	(10)	SOFR +	4.00%		9.43%		10/1/2027		2,916			2,853			2,921			2.05
Verscend Holding Corp.	Verscend Holding Corp.	(8)	SOFR +	4.00%	9.22%	8/27/2025	4,069		4,059		4,073		2.98		Verscend Holding Corp.	(8)	SOFR +	4.00%		9.43%		8/27/2025		3,560			3,552			3,565			2.51
Waystar Technologies, Inc.	Waystar Technologies, Inc.	(8)	SOFR +	4.00%	9.22%	10/22/2026	4,157		4,107		4,152		3.04		Waystar Technologies, Inc.	(8)	SOFR +	4.00%		9.43%		10/22/2026		3,658			3,618			3,667			2.58
									15,131		15,462		11.31														13,298			13,646			9.60
Hotels, Restaurants & Leisure	Hotels, Restaurants & Leisure														Hotels, Restaurants & Leisure
Alterra Mountain Company	Alterra Mountain Company	(9)	L +	3.50%	8.69%	8/17/2028	4,293		4,254		4,291		3.14		Alterra Mountain Company	(9)	SOFR +	3.50%		8.93%		8/17/2028		2,309			2,289			2,310			1.62
Aramark Services Inc		(4)(8)	SOFR +	2.50%	8.00%	6/22/2030	153		151		153		0.11
Caesars Entertainment Inc	Caesars Entertainment Inc	(9)	SOFR +	3.25%	8.45%	2/6/2030	1,624		1,608		1,626		1.19		Caesars Entertainment Inc	(9)	SOFR +	3.25%		8.67%		2/6/2030		1,624			1,609			1,626			1.14
Fertitta Entertainment, LLC	Fertitta Entertainment, LLC	(9)	SOFR +	4.00%	9.10%	1/27/2029	2,775		2,696		2,744		2.01		Fertitta Entertainment, LLC	(9)	SOFR +	4.00%		9.32%		1/27/2029		2,768			2,692			2,745			1.93
Fogo de Chao, Inc.															Fogo de Chao, Inc.	(9)	SOFR +	4.75%		10.15%		9/20/2030		545			534			535			0.38
IRB Holding Corp.	IRB Holding Corp.	(10)	SOFR +	3.00%	8.20%	12/15/2027	4,079		3,995		4,056		2.97		IRB Holding Corp.	(10)	SOFR +	3.00%		8.42%		12/15/2027		3,570			3,501			3,562			2.50
Mic Glen, LLC	Mic Glen, LLC	(9)	SOFR +	3.25%	8.47%	7/21/2028	3,421		3,310		3,366		2.47		Mic Glen, LLC	(9)	SOFR +	3.25%		8.68%		7/21/2028		3,413			3,307			3,384			2.38
New Red Finance, Inc.															New Red Finance, Inc.	(8)	SOFR +	2.25%		7.57%		9/20/2030		925			921			923			0.65
Tacala Investment Corp.	Tacala Investment Corp.	(10)	L +	3.50%	8.69%	2/5/2027	4,068		3,944		4,010		2.94		Tacala Investment Corp.	(10)	SOFR +	4.00%		9.43%		2/5/2027		3,558			3,457			3,551			2.50
Twin River Worldwide Holdings, Inc.		(9)	L +	3.25%	8.40%	10/2/2028	2,479		2,397		2,427		1.78
Whatabrands, LLC	Whatabrands, LLC	(9)	L +	3.25%	8.47%	8/3/2028	3,573		3,485		3,556		2.60		Whatabrands, LLC	(9)	SOFR +	3.00%		8.43%		8/3/2028		3,564			3,481			3,555			2.50
									25,840		26,229		19.21														21,791			22,191			15.60
Household Durables	Household Durables														Household Durables
AI Aqua Merger Sub, Inc.	AI Aqua Merger Sub, Inc.	(9)	SOFR +	3.75%	8.90%	7/31/2028	3,817		3,693		3,752		2.75		AI Aqua Merger Sub, Inc.	(9)	SOFR +	3.75%		9.08%		7/31/2028		3,808			3,690			3,775			2.65
Industrial Conglomerates
FCG Acquisitions, Inc.		(9)	L +	3.75%	8.91%	3/31/2028	3,967		3,822		3,915		2.87
SPX Flow, Inc.		(9)	SOFR +	4.50%	9.70%	4/5/2029	2,266		2,166		2,242		1.64
Vertical US Newco, Inc.		(9)	L +	3.50%	8.60%	7/30/2027	4,315		4,176		4,287		3.14
									10,164		10,444		7.65
Independent Power and Renewable Electricity Producers															Independent Power and Renewable Electricity Producers
Generation Bridge Northeast LLC															Generation Bridge Northeast LLC	(8)	SOFR +	4.25%		9.57%		8/22/2029		2,154			2,133			2,157			1.52

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Table of Contents


BCRED Verdelite JV LP Consolidated Schedule of Investments June 30, 2023 (in thousands) (Unaudited)

BCRED Verdelite JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)															BCRED Verdelite JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets				Investments (1)		Footnotes		Reference Rate and Spread		Interest Rate (2)(15)			Maturity Date			Par Amount/Units (1)			Cost (3)			Fair Value	% of Net Assets
First Lien Debt (continued)	First Lien Debt (continued)														First Lien Debt (continued)
Industrial Conglomerates															Industrial Conglomerates
FCG Acquisitions, Inc.															FCG Acquisitions, Inc.	(9)	SOFR +	3.75%		9.40%		3/31/2028		$	3,957		$	3,819		$	3,929		2.76	%
SPX Flow, Inc.															SPX Flow, Inc.	(9)	SOFR +	4.50%		9.92%		4/5/2029		2,266			2,170			2,264			1.59
Vertical US Newco, Inc.															Vertical US Newco, Inc.	(9)	SOFR +	3.50%		9.38%		7/30/2027		2,815			2,730			2,812			1.98
																											8,719			9,005			6.33
Insurance	Insurance														Insurance
AmWINS Group, Inc	AmWINS Group, Inc	(9)	SOFR +	2.75%	7.95%	2/19/2028	$	942	$	914	$	941	0.69	%	AmWINS Group, Inc	(10)	SOFR +	2.75%		8.18%		2/19/2028		940			931			940			0.66
AssuredPartners, Inc.	AssuredPartners, Inc.	(9)	SOFR +	3.50%	8.72%	2/12/2027	2,282		2,213		2,263		1.66		AssuredPartners, Inc.	(9)	SOFR +	3.50%		8.93%		2/12/2027		2,282			2,218			2,283			1.61
Baldwin Risk Partners, LLC	Baldwin Risk Partners, LLC	(9)	L +	3.50%	8.65%	10/14/2027	4,314		4,277		4,252		3.11		Baldwin Risk Partners, LLC	(9)	SOFR +	3.50%		8.92%		10/14/2027		3,805			3,773			3,781			2.66
BroadStreet Partners Inc.		(8)	SOFR +	4.00%	9.16%	1/27/2029	4,812		4,753		4,794		3.51
BroadStreet Partners, Inc.															BroadStreet Partners, Inc.	(8)	SOFR +	4.00%		9.32%		1/27/2029		3,304			3,265			3,308			2.33
BroadStreet Partners, Inc.	BroadStreet Partners, Inc.	(8)	SOFR +	2.75%	7.97%	1/27/2027	3,319		3,233		3,283		2.40		BroadStreet Partners, Inc.	(8)	SOFR +	3.00%		8.43%		1/27/2027		3,311			3,231			3,300			2.32
Howden Group Holdings Limited	Howden Group Holdings Limited	(9)	SOFR +	4.00%	9.10%	4/18/2030	2,436		2,341		2,434		1.78		Howden Group Holdings Limited	(9)	SOFR +	4.00%		9.32%		4/18/2030		2,430			2,339			2,433			1.71
Howden Group Holdings Limited	Howden Group Holdings Limited	(10)	L +	3.25%	8.50%	11/12/2027	4,314		4,241		4,298		3.15		Howden Group Holdings Limited	(10)	L +	3.25%		8.69%		11/12/2027		3,804			3,743			3,798			2.67
NFP Corp.	NFP Corp.	(8)	SOFR +	3.25%	8.47%	2/15/2027	3,319		3,202		3,259		2.39		NFP Corp.	(8)	SOFR +	3.25%		8.68%		2/15/2027		3,311			3,202			3,275			2.30
USI, Inc.															USI, Inc.	(8)	SOFR +	3.25%		8.64%		9/14/2030		338			337			338			0.24
USI, Inc.															USI, Inc.	(9)	SOFR +	3.25%		8.66%		9/29/2030		676			675			676			0.48
									25,174		25,524		18.69														23,714			24,132			16.98
Interactive Media & Services	Interactive Media & Services														Interactive Media & Services
MH Sub I, LLC	MH Sub I, LLC	(11)	SOFR +	4.25%	9.35%	5/3/2028	4,000		3,902		3,843		2.81		MH Sub I, LLC	(9)	SOFR +	4.25%		9.57%		5/3/2028		3,990			3,897			3,867			2.72
MH Sub I, LLC	MH Sub I, LLC	(11)	SOFR +	3.75%	8.85%	9/13/2024	1,108		1,095		1,109		0.81		MH Sub I, LLC	(11)	SOFR +	3.75%		9.18%		9/13/2024		1,105			1,095			1,107			0.78
Project Boost Purchaser, LLC	Project Boost Purchaser, LLC	(9)	SOFR +	3.50%	8.72%	5/30/2026	4,069		3,977		4,026		2.95		Project Boost Purchaser, LLC	(9)	SOFR +	3.50%		8.93%		5/30/2026		4,058			3,974			4,060			2.85
									8,974		8,978		6.57														8,966			9,034			6.35
IT Services	IT Services														IT Services
Dcert Buyer, Inc.	Dcert Buyer, Inc.	(8)	SOFR +	4.00%	9.26%	10/16/2026	2,079		2,024		2,064		1.51		Dcert Buyer, Inc.	(8)	SOFR +	4.00%		9.32%		10/16/2026		2,073			2,023			2,064			1.45
Endurance International Group Holdings, Inc.	Endurance International Group Holdings, Inc.	(10)	L +	3.50%	8.79%	2/10/2028	2,080		1,902		1,942		1.42		Endurance International Group Holdings, Inc.	(10)	L +	3.50%		8.79%		2/10/2028		2,075			1,906			2,021			1.42
Virtusa Corp.	Virtusa Corp.	(10)	L +	3.75%	9.33%	2/11/2028	4,069		4,015		4,028		2.95		Virtusa Corp.	(10)	L +	3.75%		9.33%		2/11/2028		4,058			4,008			4,040			2.84
World Wide Technology Holding Co, LLC	World Wide Technology Holding Co, LLC	(9)	SOFR +	3.25%	8.52%	3/1/2030	1,011		1,001		1,013		0.74		World Wide Technology Holding Co, LLC	(9)	SOFR +	3.25%		8.68%		3/1/2030		1,008			999			1,010			0.71
									8,942		9,047		6.62														8,936			9,135			6.42
Leisure Products	Leisure Products														Leisure Products
Motion Finco, LLC	Motion Finco, LLC	(8)	L +	3.25%	8.79%	11/12/2026	2,564		2,498		2,545		1.86		Motion Finco, LLC	(8)	SOFR +	3.25%		8.90%		11/12/2026		2,557			2,497			2,555			1.80
Recess Holdings, Inc.															Recess Holdings, Inc.	(11)	SOFR +	4.00%		9.38%		3/17/2027		603			597			603			0.42
																											3,094			3,158			2.22
Life Sciences Tools & Services	Life Sciences Tools & Services														Life Sciences Tools & Services
LSCS Holdings, Inc.	LSCS Holdings, Inc.	(9)	L +	4.50%	9.69%	12/16/2028	2,469		2,376		2,416		1.77		LSCS Holdings, Inc.	(9)	SOFR +	4.50%		9.93%		12/16/2028		2,462			2,374			2,432			1.71
Packaging Coordinators Midco, Inc.	Packaging Coordinators Midco, Inc.	(10)	SOFR +	3.50%	9.00%	11/30/2027	4,069		3,982		4,018		2.94		Packaging Coordinators Midco, Inc.	(10)	SOFR +	3.50%		9.15%		11/30/2027		3,560			3,488			3,550			2.50
									6,358		6,434		4.71														5,862			5,982			4.21
Machinery	Machinery														Machinery
Pro Mach Group, Inc.	Pro Mach Group, Inc.	(11)	L +	4.00%	9.19%	8/31/2028	4,268		4,201		4,263		3.12		Pro Mach Group, Inc.	(11)	SOFR +	4.00%		9.43%		8/31/2028		3,758			3,664			3,766			2.65
Media	Media														Media
Radiate Holdco, LLC	Radiate Holdco, LLC	(10)	SOFR +	3.25%	8.48%	9/25/2026	2,977		2,761		2,492		1.82		Radiate Holdco, LLC	(10)	SOFR +	3.25%		8.68%		9/25/2026		2,970			2,771			2,440			1.72
Virgin Media Bristol, LLC	Virgin Media Bristol, LLC	(8)	SOFR +	3.25%	8.21%	3/31/2031	2,727		2,701		2,708		1.98		Virgin Media Bristol, LLC	(8)	SOFR +	3.25%		8.31%		3/31/2031		2,727			2,702			2,667			1.88
									5,462		5,200		3.80														5,473			5,107			3.60
Oil, Gas & Consumable Fuels
CQP Holdco, LP		(9)	SOFR +	3.50%	8.69%	6/5/2028	4,314		4,291		4,312		3.16
Professional Services
APFS Staffing Holdings Inc		(4)(9)	SOFR +	4.00%	9.10%	12/29/2028	3,948		3,848		3,859		2.83
Aqgen Island Holdings, Inc.		(9)	SOFR +	3.50%	8.72%	8/2/2028	4,268		4,163		4,206		3.08
Camelot US Acquisition LLC		(11)	SOFR +	3.00%	8.27%	10/30/2026	3,102		3,072		3,101		2.27
Cast & Crew Payroll, LLC		(8)	SOFR +	3.50%	8.69%	2/9/2026	3,522		3,493		3,473		2.54
Deerfield Dakota Holding, LLC		(11)	SOFR +	3.75%	8.99%	4/9/2027	4,289		4,181		4,174		3.06
EP Purchaser LLC		(9)	SOFR +	3.50%	9.00%	11/6/2028	491		469		482		0.35
Inmar Inc.		(11)	SOFR +	5.50%	10.73%	5/1/2026	2,084		2,011		2,029		1.49
National Intergovernmental Purchasing Alliance Co.		(8)	SOFR +	3.50%	8.74%	5/23/2025	719		714		716		0.52
VT Topco, Inc.		(10)	SOFR +	3.75%	8.97%	8/1/2025	3,848		3,798		3,804		2.79
VT Topco, Inc.		(7)(10)	L +	3.75%	7.82%	8/1/2025	110		109		109		0.08
									25,858		25,953		19.01
Metals & Mining															Metals & Mining
Arsenal AIC Parent LLC															Arsenal AIC Parent LLC	(8)	SOFR +	4.50%		9.88%		8/18/2030		645			639			645			0.45

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BCRED Verdelite JV LP Consolidated Schedule of Investments June 30, 2023 (in thousands) (Unaudited)

BCRED Verdelite JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)															BCRED Verdelite JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets				Investments (1)		Footnotes		Reference Rate and Spread		Interest Rate (2)(15)			Maturity Date			Par Amount/Units (1)			Cost (3)			Fair Value	% of Net Assets
First Lien Debt (continued)	First Lien Debt (continued)														First Lien Debt (continued)
Oil, Gas & Consumable Fuels															Oil, Gas & Consumable Fuels
CQP Holdco, LP															CQP Holdco, LP	(9)	SOFR +	3.50%		8.99%		6/5/2028		$	3,805		$	3,785		$	3,813		2.68	%
GIP Pilot Acquisition Partners LP															GIP Pilot Acquisition Partners LP	(4)(8)	SOFR +	3.00%		8.41%		9/18/2030		1,122			1,116			1,121			0.79
																											4,901			4,934			3.47
Professional Services															Professional Services
AlixPartners, LLP															AlixPartners, LLP	(9)	SOFR +	2.75%		8.18%		2/4/2028		1,378			1,368			1,379			0.97
APFS Staffing Holdings Inc															APFS Staffing Holdings Inc	(9)	SOFR +	4.00%		9.32%		12/29/2028		3,940			3,844			3,894			2.74
Aqgen Island Holdings, Inc.															Aqgen Island Holdings, Inc.	(9)	SOFR +	3.50%		8.93%		8/2/2028		3,655			3,570			3,630			2.55
Camelot US Acquisition, LLC															Camelot US Acquisition, LLC	(11)	SOFR +	3.00%		8.43%		10/30/2026		3,102			3,074			3,100			2.18
Cast & Crew Payroll, LLC															Cast & Crew Payroll, LLC	(8)	SOFR +	3.50%		8.93%		2/9/2026		3,513			3,486			3,508			2.47
Deerfield Dakota Holding, LLC															Deerfield Dakota Holding, LLC	(11)	SOFR +	3.75%		9.14%		4/9/2027		2,782			2,716			2,719			1.91
EP Purchaser, LLC															EP Purchaser, LLC	(9)	SOFR +	3.50%		9.15%		11/6/2028		491			470			486			0.34
Inmar, Inc.															Inmar, Inc.	(11)	SOFR +	5.50%		10.82%		5/1/2026		2,078			2,013			2,067			1.45
OMNIA Partners LLC															OMNIA Partners LLC	(7)(8)	SOFR +	4.25%		9.60%		7/25/2030		2,187			2,164			2,193			1.54
VT Topco, Inc.															VT Topco, Inc.	(9)	SOFR +	4.25%		9.66%		8/1/2025		1,036			1,026			1,038			0.73
																											23,731			24,014			16.88
Real Estate Management & Development															Real Estate Management & Development
Cushman & Wakefield US Borrower LLC															Cushman & Wakefield US Borrower LLC	(9)	SOFR +	4.00%		9.32%		1/31/2030		1,712			1,670			1,702			1.20
Software	Software														Software
Apex Group Treasury, LLC	Apex Group Treasury, LLC	(9)	L +	3.75%	9.07%	7/27/2028	$	3,573	$	3,451	$	3,533	2.59	%	Apex Group Treasury, LLC	(9)	SOFR +	3.75%		9.38%		7/27/2028		3,564			3,448			3,539			2.49
Apttus Corp.	Apttus Corp.	(10)	L +	4.25%	9.52%	5/8/2028	3,582		3,426		3,518		2.58		Apttus Corp.	(10)	SOFR +	4.00%		9.43%		5/8/2028		3,573			3,425			3,535			2.49
Boxer Parent Company, Inc.	Boxer Parent Company, Inc.	(8)	SOFR +	3.75%	8.97%	10/2/2025	3,568		3,490		3,544		2.60		Boxer Parent Company, Inc.	(8)	SOFR +	3.75%		9.18%		10/2/2025		3,558			3,489			3,558			2.50
Cloudera, Inc.	Cloudera, Inc.	(9)	SOFR +	3.75%	8.95%	10/8/2028	3,582		3,417		3,505		2.57		Cloudera, Inc.	(9)	SOFR +	3.75%		9.17%		10/8/2028		2,575			2,462			2,530			1.78
ConnectWise, LLC	ConnectWise, LLC	(9)	L +	3.50%	8.69%	9/29/2028	3,548		3,428		3,464		2.54		ConnectWise, LLC	(9)	SOFR +	3.50%		8.93%		9/29/2028		3,539			3,425			3,490			2.45
Cornerstone OnDemand, Inc.	Cornerstone OnDemand, Inc.	(9)	SOFR +	3.75%	9.25%	10/16/2028	2,183		1,983		2,040		1.49		Cornerstone OnDemand, Inc.	(9)	SOFR +	3.75%		9.18%		10/16/2028		2,178			1,988			2,074			1.46
ECI Macola Max Holding, LLC	ECI Macola Max Holding, LLC	(10)	SOFR +	3.75%	9.25%	11/9/2027	3,523		3,452		3,491		2.56		ECI Macola Max Holding, LLC	(10)	SOFR +	3.75%		9.40%		11/9/2027		3,514			3,447			3,512			2.47
Epicor Software Corp.	Epicor Software Corp.	(10)	SOFR +	3.25%	8.47%	7/30/2027	3,572		3,498		3,533		2.59		Epicor Software Corp.	(10)	SOFR +	3.25%		8.68%		7/30/2027		3,563			3,494			3,563			2.50
Epicor Software Corp.															Epicor Software Corp.	(10)	SOFR +	3.75%		9.11%		7/30/2027		273			270			273			0.19
GI Consilio Parent, LLC	GI Consilio Parent, LLC	(9)	L +	4.00%	9.19%	5/12/2028	2,134		2,044		2,079		1.52		GI Consilio Parent, LLC	(9)	SOFR +	4.00%		9.43%		5/12/2028		2,128			2,043			2,077			1.46
Greeneden U.S. Holdings II, LLC	Greeneden U.S. Holdings II, LLC	(10)	SOFR +	4.00%	9.22%	12/1/2027	3,582		3,543		3,577		2.62		Greeneden U.S. Holdings II, LLC	(10)	SOFR +	4.00%		9.43%		12/1/2027		2,575			2,549			2,580			1.81
GTCR Investors LP - A-1 Units															GTCR Investors LP - A-1 Units	(9)	SOFR +	3.00%		8.40%		9/20/2030		3,335			3,319			3,336			2.35
HS Purchaser, LLC	HS Purchaser, LLC	(10)	SOFR +	4.00%	9.15%	11/19/2026	3,572		3,287		3,269		2.39		HS Purchaser, LLC	(10)	SOFR +	4.00%		9.47%		11/19/2026		3,563			3,299			3,424			2.41
Idera, Inc.	Idera, Inc.	(10)	SOFR +	3.75%	9.01%	3/2/2028	2,872		2,746		2,804		2.05		Idera, Inc.	(10)	SOFR +	3.75%		9.27%		3/2/2028		1,875			1,799			1,863			1.31
Mitnick Purchaser, Inc.	Mitnick Purchaser, Inc.	(9)	SOFR +	4.75%	9.90%	5/2/2029	3,422		3,324		3,323		2.43		Mitnick Purchaser, Inc.	(9)	SOFR +	4.50%		9.97%		5/2/2029		3,413			3,320			3,294			2.32
NortonLifeLock, Inc.	NortonLifeLock, Inc.	(9)	SOFR +	2.00%	7.20%	9/12/2029	3,792		3,771		3,778		2.77		NortonLifeLock, Inc.	(9)	SOFR +	2.00%		7.42%		9/12/2029		3,782			3,762			3,774			2.65
Project Alpha Intermediate Holding, Inc.	Project Alpha Intermediate Holding, Inc.	(8)	L +	4.00%	9.20%	4/26/2024	4,416		4,366		4,411		3.23		Project Alpha Intermediate Holding, Inc.	(8)	SOFR +	4.00%		9.43%		4/26/2024		4,405			4,370			4,406			3.10
Quartz Acquireco LLC	Quartz Acquireco LLC	(4)(9)	SOFR +	3.50%	8.59%	6/28/2030	1,353		1,340		1,355		0.99		Quartz Acquireco LLC	(4)(8)	SOFR +	3.50%		8.82%		6/28/2030		1,353			1,340			1,353			0.95
RealPage, Inc.	RealPage, Inc.	(9)	SOFR +	3.00%	8.22%	4/24/2028	5,782		5,582		5,664		4.15		RealPage, Inc.	(9)	SOFR +	3.00%		8.43%		4/24/2028		2,775			2,686			2,747			1.93
Rocket Software, Inc.	Rocket Software, Inc.	(8)	SOFR +	4.25%	9.47%	11/28/2025	3,572		3,498		3,542		2.59		Rocket Software, Inc.	(8)	SOFR +	4.25%		9.68%		11/28/2025		1,069			1,049			1,070			0.75
Rocket Software, Inc.															Rocket Software, Inc.	(9)	SOFR +	4.75%		10.14%		11/28/2028		2,605			2,566			2,570			1.81
S2P Acquisition Borrower, Inc.	S2P Acquisition Borrower, Inc.	(8)	SOFR +	4.00%	9.20%	8/14/2026	3,572		3,488		3,567		2.61		S2P Acquisition Borrower, Inc.	(8)	SOFR +	4.00%		9.42%		8/14/2026		3,563			3,486			3,563			2.50
Sophia, LP	Sophia, LP	(9)	L +	3.50%	9.04%	10/7/2027	3,320		3,228		3,289		2.41		Sophia, LP	(9)	SOFR +	3.50%		8.82%		10/7/2027		3,311			3,225			3,308			2.33
Sovos Compliance, LLC	Sovos Compliance, LLC	(9)	SOFR +	4.50%	9.72%	8/11/2028	3,573		3,506		3,456		2.53		Sovos Compliance, LLC	(9)	SOFR +	4.50%		9.93%		8/11/2028		3,564			3,501			3,513			2.47
Surf Holdings, LLC		(8)	L +	3.50%	8.70%	3/5/2027	3,572		3,533		3,549		2.60
Symphony Technology Group		(5)(10)	L +	4.75%	10.03%	7/27/2028	3,582		3,292		2,709		1.98
Symphony Technology Group		(5)(9)	SOFR +	3.75%	9.01%	3/1/2029	3,573		3,426		3,428		2.51
The Ultimate Software Group, Inc.		(9)	SOFR +	3.25%	8.27%	5/4/2026	4,364		4,267		4,290		3.14
Vision Solutions, Inc.		(10)	L +	4.00%	9.51%	4/24/2028	2,183		1,886		2,080		1.52
									86,272		86,798		63.56
Specialty Retail
EG America LLC		(4)(8)	SOFR +	5.50%	10.73%	2/28/2028	3,388		3,232		3,286		2.41
Trading Companies & Distributors
GYP Holdings III Corp.		(8)	SOFR +	3.00%	8.10%	5/12/2030	184		183		184		0.13
Icebox Holdco III, Inc.		(9)	SOFR +	3.75%	9.09%	12/22/2028	2,383		2,243		2,315		1.70
SRS Distribution, Inc.		(9)	L +	3.50%	8.69%	6/2/2028	4,079		3,920		3,972		2.91
Windsor Holdings III LLC		(8)	SOFR +	4.50%	9.72%	6/21/2030	1,864		1,826		1,833		1.34
									8,172		8,304		6.08
Wireless Telecommunication Services
CCI Buyer, Inc.		(10)	SOFR +	4.00%	9.24%	12/17/2027	3,462		3,384		3,401		2.49
First Lien Total									448,331		452,343		331.21
Total Investment Portfolio									448,331		452,343		331.21
Cash and Cash Equivalents
Other Cash and Cash Equivalents									7,719		7,719		5.65
Total Portfolio Investments, Cash and Cash Equivalents									$	456,050	$	460,062	336.86	%

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BCRED Verdelite JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Software (continued)
Surf Holdings, LLC	(8)	SOFR +	3.50%	8.94%	3/5/2027	$	3,563	$	3,527	$	3,560	2.50	%
Symphony Technology Group	(10)	SOFR +	5.00%	10.63%	7/27/2028	3,573		3,298		2,677		1.88
Symphony Technology Group	(9)	SOFR +	3.75%	9.18%	3/1/2029	3,564		3,424		3,487		2.45
The Ultimate Software Group, Inc.	(9)	SOFR +	3.25%	8.62%	5/4/2026	4,353		4,264		4,346		3.06
Vision Solutions, Inc.	(10)	SOFR +	4.00%	9.61%	4/24/2028	1,671		1,455		1,623		1.14
								83,730		84,645		59.51
Specialty Retail
EG America, LLC	(4)(8)	SOFR +	4.25%	9.66%	3/31/2026	741		696		741		0.52
EG America, LLC	(4)(8)	SOFR +	5.50%	10.89%	2/29/2028	949		911		921		0.65
EG America, LLC	(8)	SOFR +	4.25%	9.66%	3/31/2026	1,457		1,368		1,396		0.98
								2,975		3,058		2.15
Trading Companies & Distributors
Icebox Holdco III, Inc.	(9)	SOFR +	3.75%	9.25%	12/22/2028	2,377		2,244		2,368		1.66
SRS Distribution, Inc.	(9)	SOFR +	3.50%	8.93%	6/2/2028	3,570		3,419		3,542		2.49
Windsor Holdings III, LLC	(8)	SOFR +	4.50%	9.83%	8/1/2030	1,864		1,827		1,861		1.31
								7,490		7,771		5.46
Wireless Telecommunication Services
CCI Buyer, Inc.	(10)	SOFR +	4.00%	9.39%	12/17/2027	3,462		3,390		3,422		2.41
Total First Lien Debt								427,437		433,763		304.97
Total Investment Portfolio								427,437		433,763		304.96
Cash and Cash Equivalents
Other Cash and Cash Equivalents								7,910		7,910		5.56
Total Portfolio Investments, Cash and Cash Equivalents								$	435,347	$	441,673	310.52	%

(1)Unless otherwise indicated, all 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. As of ~~June~~September 30, 2023, the Company had investments denominated in Canadian Dollars (CAD), Euros (EUR), British Pounds (GBP), Swiss Francs (CHF), Danish Krone (DKK), Swedish Krona (SEK), Norwegian Krone (NOK), and New Zealand Dollars (NZD). 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 (in thousands) is presented for debt investments, while the number of shares or units (in whole amounts) 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.

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(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”), Stockholm Interbank Offered Rate (“STIBOR” or “ST”), Copenhagen Interbank Offered Rate (“~~CIBOR”~~CIBOR" or “CI”), Norwegian Interbank Offered Rate (“NIBOR” or “N”), Swiss Average Rate Overnight (“SARON” or “SA”), New Zealand Bank Bill Reference Rate ("BKBM" or "B"), or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of ~~June~~September 30, 2023. Variable rate loans typically include an interest reference rate floor feature.

(6)Reserved

Investments Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value
First Lien Debt
athenahealth, Inc. Delayed Draw Term Loan 2/15/2029 $ 515 $ (18)
Pediatric Associates Holding Co., LLC Delayed Draw Term Loan 12/29/2028 13 —
VT Topco, Inc. Delayed Draw Term Loan 8/1/2025 2 —
Total First Lien Debt $ 530 $ (18)


Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
OMNIA Partners LLC	Delayed Draw Term Loan	1/25/2024	$	205	$	—
Total unfunded commitments			$	205	$	—

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Table of Contents

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

(9)The interest rate floor on these investments as of ~~June~~September 30, 2023 was 0.50%.

(10)The interest rate floor on these investments as of ~~June~~September 30, 2023 was 0.75%.

(11)The interest rate floor on these investments as of ~~June~~September 30, 2023 was 1.00%.

(12)The interest rate floor on these investments as of ~~June~~September 30, 2023 was 1.25%.

(13)The interest rate floor on these investments as of ~~June~~September 30, 2023 was 1.50%.

(14)The interest rate floor on these investments as of ~~June~~September 30, 2023 was 2.00%.

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

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The following table presents the consolidated schedule of investments of the Verdelite JV as of December 31, 2022:


BCRED Verdelite JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
First Lien Debt
Aerospace & Defense
Amentum Government Services Holdings, LLC	(8)	L +	4.00%	8.17%	1/29/2027	$	424	$	421	$	416	0.31	%
Atlas CC Acquisition Corp.	(10)	L +	4.25%	8.98%	5/25/2028	2,684		2,465		2,273		1.72
Peraton Corp.	(10)	L +	3.75%	8.13%	2/1/2028	4,089		4,011		4,001		3.03
Vertex Aerospace Services Corp.	(10)	L +	3.50%	7.88%	12/6/2028	4,090		4,045		4,024		3.04
								10,942		10,714		8.10
Air Freight & Logistics
The Kenan Advantage Group, Inc.	(10)	L +	3.75%	8.13%	3/24/2026	3,591		3,499		3,509		2.65
Airlines
United Airlines, Inc.	(10)	L +	3.75%	8.11%	4/21/2028	4,489		4,448		4,445		3.36
Auto Components
Clarios Global LP	(5)(8)	SOFR +	3.25%	7.63%	4/30/2026	5,350		5,291		5,262		3.98
Beverages
Triton Water Holdings, Inc.	(9)	L +	3.50%	8.23%	3/31/2028	3,491		3,214		3,260		2.47
Building Products
Griffon Corporation	(9)	SOFR +	2.50%	7.01%	1/24/2029	1,258		1,243		1,238		0.94
The Chamberlain Group, Inc.	(9)	L +	3.25%	7.63%	11/3/2029	2,593		2,431		2,451		1.85
								3,674		3,689		2.79
Capital Markets
Advisor Group Holdings, Inc.	(8)	L +	4.50%	8.88%	7/31/2026	5,336		5,214		5,231		3.96
The Edelman Financial Engines Center, LLC	(10)	L +	3.50%	7.88%	4/7/2028	2,743		2,641		2,567		1.94
								7,855		7,798		5.90
Chemicals
WR Grace Holdings, LLC	(9)	L +	3.75%	8.50%	9/22/2028	3,591		3,553		3,534		2.67
Commercial Services & Supplies
Access CIG, LLC	(8)	L +	3.75%	7.82%	2/27/2025	4,289		4,166		4,210		3.18
Allied Universal Holdco, LLC	(9)	SOFR +	3.75%	8.17%	5/12/2028	3,591		3,413		3,419		2.59
Anticimex, Inc.	(9)	L +	3.50%	8.23%	11/16/2028	4,439		4,341		4,295		3.25
APX Group, Inc.	(11)	L +	3.25%	6.73%	7/10/2028	5,336		5,090		5,289		4.00
DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	3.75%	8.07%	3/31/2028	4,987		4,805		4,782		3.62
EAB Global, Inc.	(9)	L +	3.50%	7.88%	8/16/2028	4,090		3,968		3,944		2.98
Energizer Holdings Inc	(9)	L +	3.75%	8.13%	12/8/2028	3,600		3,444		3,452		2.61
Garda World Security Corp.	(8)	L +	4.25%	8.93%	10/30/2026	5,350		5,167		5,219		3.95
Genuine Financial Holdings, LLC	(8)	L +	3.75%	8.33%	7/11/2025	3,589		3,559		3,464		2.62
								37,953		38,074		28.80
Construction & Engineering
Refficiency Holdings, LLC	(10)	L +	3.75%	7.82%	12/16/2027	3,493		3,395		3,316		2.51
Construction Materials
White Cap Buyer, LLC	(9)	SOFR +	3.75%	8.07%	10/19/2027	4,150		4,012		4,020		3.04
Containers & Packaging
Berlin Packaging, LLC	(9)	L +	3.75%	7.88%	3/11/2028	4,539		4,438		4,377		3.31
Charter NEX US, Inc.	(10)	L +	3.75%	8.13%	12/1/2027	5,350		5,261		5,207		3.94
Novolex, Inc.	(9)	SOFR +	3.93%	8.60%	4/13/2029	5,337		5,223		5,096		3.85
ProAmpac PG Borrower, LLC	(10)	L +	3.75%	7.96%	11/3/2025	4,090		3,962		3,927		2.97
Ring Container Technologies Group, LLC	(9)	L +	3.50%	7.88%	8/12/2028	2,150		2,135		2,126		1.61
TricorBraun Holdings, Inc.	(9)	L +	3.25%	7.63%	3/3/2028	4,090		3,923		3,912		2.96
Trident TPI Holdings, Inc.	(9)	L +	4.00%	7.67%	9/15/2028	5,337		5,147		5,137		3.89
								30,089		29,782		22.53

~~170~~177

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BCRED Verdelite JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Diversified Consumer Services
Ascend Learning, LLC	(9)	L +	3.50%	7.88%	12/11/2028	$	3,192	$	3,045	$	3,026	2.29	%
Colibri Group, LLC	(10)	SOFR +	5.00%	8.87%	3/12/2029	4,289		4,141		4,014		3.04
KUEHG Corp.	(11)	L +	3.75%	8.48%	2/21/2025	4,987		4,912		4,802		3.63
Learning Care Group	(11)	L +	3.25%	7.61%	3/13/2025	4,987		4,848		4,652		3.52
Pre-Paid Legal Services, Inc.	(9)	L +	3.75%	8.13%	12/15/2028	5,337		5,236		5,144		3.89
SSH Group Holdings, Inc.	(8)	L +	4.25%	7.92%	7/30/2025	4,948		4,860		4,847		3.67
University Support Services, LLC	(9)	L +	3.25%	7.63%	2/10/2029	3,591		3,540		3,501		2.65
Weld North Education, LLC	(9)	L +	3.75%	7.72%	12/21/2027	4,090		4,049		4,017		3.04
								34,631		34,003		25.73
Diversified Financial Services
Mitchell International, Inc.	(9)	L +	3.75%	8.41%	10/15/2028	2,992		2,809		2,766		2.09
Polaris Newco, LLC	(9)	L +	4.00%	8.73%	6/2/2028	5,312		5,073		4,860		3.68
Sedgwick Claims Management Services, Inc.	(8)	L +	3.25%	7.63%	12/31/2025	4,987		4,884		4,859		3.68
								12,766		12,485		9.45
Diversified Telecommunication Services
Numericable US, LLC	(8)	L +	2.75%	7.16%	7/31/2025	2,100		1,961		1,999		1.51
Numericable US, LLC	(8)	L +	3.69%	7.77%	1/31/2026	2,200		2,048		2,044		1.55
Zacapa, LLC	(9)	SOFR +	4.25%	8.83%	3/22/2029	4,090		3,956		3,941		2.98
								7,965		7,984		6.04
Electrical Equipment
Madison IAQ, LLC	(9)	L +	3.25%	7.99%	6/21/2028	4,090		3,864		3,815		2.89
Electronic Equipment, Instruments & Components
Infinite Bidco, LLC	(9)	L +	3.25%	7.98%	3/2/2028	2,693		2,584		2,592		1.96
Presidio, Inc.	(8)	SOFR +	3.50%	7.92%	1/22/2027	3,591		3,556		3,540		2.68
								6,140		6,132		4.64
Entertainment
Recorded Books, Inc.	(8)	SOFR +	4.00%	8.32%	8/29/2025	3,600		3,552		3,530		2.67
Health Care Equipment & Supplies
Auris Luxembourg III Sarl	(8)	L +	3.75%	8.68%	2/27/2026	2,169		1,971		1,947		1.47
Resonetics, LLC	(10)	L +	4.00%	8.41%	4/28/2028	4,090		3,955		3,906		2.95
Sunshine Luxembourg VII S.à r.l, LLC	(10)	L +	3.75%	8.48%	10/1/2026	5,311		5,162		5,100		3.86
								11,088		10,953		8.28
Health Care Providers & Services
ADMI Corp.	(9)	L +	3.75%	8.13%	12/23/2027	2,593		2,459		2,369		1.79
Electron Bidco, Inc.	(9)	L +	3.00%	7.38%	11/1/2028	5,337		5,226		5,204		3.94
LifePoint Health, Inc.	(8)	L +	3.75%	8.16%	11/16/2025	3,575		3,338		3,379		2.56
Pediatric Associates Holding Co., LLC	(7)(9)	L +	3.25%	7.63%	12/29/2028	611		597		579		0.44
Surgery Centers Holdings, Inc.	(10)	L +	3.75%	8.05%	8/31/2026	4,823		4,645		4,774		3.61
								16,265		16,305		12.34
Health Care Technology
athenahealth, Inc.	(7)(9)	SOFR +	3.50%	7.82%	2/15/2029	3,577		3,197		3,189		2.41
Netsmart Technologies, Inc.	(10)	L +	4.00%	8.38%	10/1/2027	4,439		4,325		4,286		3.24
Verscend Holding Corp.	(8)	L +	4.00%	8.38%	8/27/2025	4,090		4,077		4,072		3.08
Waystar Technologies, Inc.	(8)	L +	4.00%	8.38%	10/22/2026	4,189		4,132		4,126		3.12
								15,731		15,673		11.85

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BCRED Verdelite JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Hotels, Restaurants & Leisure
Alterra Mountain Company	(9)	L +	3.50%	7.88%	8/17/2028	$	5,336	$	5,284	$	5,285	4.00	%
Fertitta Entertainment, LLC	(9)	SOFR +	4.00%	8.32%	1/27/2029	4,289		4,155		4,087		3.09
IRB Holding Corp.	(10)	SOFR +	3.00%	7.32%	12/15/2027	4,100		4,006		3,985		3.01
Mic Glen, LLC	(9)	L +	3.50%	7.88%	7/21/2028	4,450		4,291		4,244		3.21
Tacala Investment Corp.	(10)	L +	3.50%	7.88%	2/5/2027	4,089		3,947		3,943		2.98
Twin River Worldwide Holdings, Inc.	(9)	L +	3.25%	7.54%	10/2/2028	3,491		3,366		3,240		2.45
Whatabrands, LLC	(9)	L +	3.25%	7.63%	8/3/2028	3,591		3,494		3,479		2.63
								28,543		28,263		21.37
Household Durables
AI Aqua Merger Sub, Inc.	(9)	SOFR +	3.75%	7.97%	7/31/2028	5,337		5,146		5,040		3.81
Industrial Conglomerates
FCG Acquisitions, Inc.	(9)	L +	3.75%	8.48%	3/31/2028	4,987		4,785		4,755		3.60
SPX Flow, Inc.	(9)	SOFR +	4.50%	8.92%	4/5/2029	2,594		2,470		2,429		1.84
Vertical US Newco, Inc.	(9)	L +	3.50%	6.87%	7/30/2027	5,337		5,143		5,149		3.89
								12,398		12,333		9.33
Insurance
Acrisure LLC	(9)	L +	4.25%	8.63%	2/15/2027	666		636		646		0.49
Acrisure LLC	(9)	L +	3.75%	8.13%	2/15/2027	2,992		2,828		2,850		2.16
Alliant Holdings Intermediate, LLC	(8)	L +	3.25%	7.63%	5/9/2025	712		700		704		0.53
Alliant Holdings Intermediate, LLC	(9)	L +	3.50%	7.85%	11/6/2027	2,893		2,822		2,831		2.14
AssuredPartners, Inc.	(9)	L +	3.50%	7.88%	2/12/2027	5,312		5,130		5,157		3.90
Baldwin Risk Partners, LLC	(9)	L +	3.50%	7.79%	10/14/2027	5,336		5,284		5,216		3.95
BroadStreet Partners, Inc.	(8)	L +	3.00%	7.38%	1/27/2027	5,336		5,179		5,185		3.92
Howden Group Holdings Limited	(10)	L +	3.25%	7.69%	11/12/2027	5,336		5,235		5,206		3.94
HUB International Limited	(10)	L +	3.25%	7.53%	4/25/2025	4,987		4,930		4,949		3.74
NFP Corp.	(8)	L +	3.25%	7.63%	2/15/2027	5,336		5,123		5,117		3.87
								37,867		37,861		28.64
Interactive Media & Services
MH Sub I, LLC	(11)	L +	3.75%	8.13%	9/13/2024	5,336		5,249		5,197		3.93
Project Boost Purchaser, LLC	(9)	L +	3.50%	7.88%	5/30/2026	4,090		3,981		3,954		2.99
								9,230		9,151		6.92
IT Services
Dcert Buyer, Inc.	(8)	SOFR +	4.00%	8.70%	10/16/2026	4,089		3,965		3,960		3.00
Endurance International Group Holdings, Inc.	(10)	L +	3.50%	7.72%	2/10/2028	3,591		3,249		3,241		2.45
Virtusa Corp.	(10)	L +	3.75%	8.13%	2/11/2028	4,090		4,030		3,959		2.99
								11,244		11,160		8.44
Leisure Products
Motion Finco, LLC	(8)	L +	3.25%	7.98%	11/12/2026	2,804		2,722		2,682		2.03
Life Sciences Tools & Services
Curia Global, Inc.	(10)	L +	3.75%	8.16%	8/30/2026	4,289		3,870		3,553		2.69
LSCS Holdings, Inc.	(9)	L +	4.50%	8.88%	12/16/2028	2,481		2,379		2,377		1.80
Packaging Coordinators Midco, Inc.	(10)	L +	3.50%	8.23%	11/30/2027	4,090		3,992		3,889		2.94
								10,241		9,819		7.43
Machinery
Pro Mach Group, Inc.	(11)	L +	4.00%	8.38%	8/31/2028	4,289		4,216		4,181		3.16
Titan Acquisition Ltd.	(8)	L +	3.00%	5.88%	3/28/2025	2,992		2,856		2,803		2.12
								7,072		6,984		5.28
Media
Radiate Holdco, LLC	(10)	L +	3.25%	7.63%	9/25/2026	2,992		2,742		2,445		1.85

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BCRED Verdelite JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Oil, Gas & Consumable Fuels
CQP Holdco, LP	(9)	L +	3.75%	8.48%	6/5/2028	$	5,336	$	5,304	$	5,320	4.02	%
Professional Services
APFS Staffing Holdings, Inc.	(4)(9)	SOFR +	4.00%	8.09%	12/29/2028	3,970		3,860		3,801		2.88
Aqgen Island Holdings, Inc.	(9)	L +	3.50%	8.25%	8/2/2028	4,289		4,174		4,109		3.11
Camelot US Acquisition LLC	(4)(11)	SOFR +	3.00%	7.38%	10/30/2026	4,300		4,252		4,241		3.21
Cast & Crew Payroll, LLC	(8)	L +	3.50%	7.88%	2/9/2026	3,541		3,505		3,499		2.65
Deerfield Dakota Holding, LLC	(11)	SOFR +	3.75%	8.07%	4/9/2027	5,311		5,159		4,974		3.76
Inmar, Inc.	(11)	L +	4.00%	8.73%	5/1/2024	4,089		3,751		3,732		2.82
National Intergovernmental Purchasing Alliance Co.	(8)	SOFR +	3.50%	8.08%	5/23/2025	722		716		714		0.54
VT Topco, Inc.	(7)(10)	L +	3.75%	8.13%	8/1/2025	3,878		3,811		3,766		2.85
								29,228		28,836		21.82
Software
Apex Group Treasury, LLC	(9)	L +	3.75%	8.26%	7/27/2028	3,591		3,456		3,438		2.60
Apttus Corp.	(10)	L +	4.25%	8.66%	5/8/2028	3,600		3,427		3,384		2.56
Boxer Parent Company, Inc.	(8)	L +	3.75%	8.13%	10/2/2025	3,589		3,494		3,445		2.61
Cloudera, Inc.	(9)	L +	3.75%	8.13%	10/8/2028	3,600		3,419		3,406		2.58
ConnectWise, LLC	(9)	L +	3.50%	7.88%	9/29/2028	3,566		3,434		3,397		2.57
Cornerstone OnDemand, Inc.	(9)	L +	3.75%	8.13%	10/16/2028	2,194		1,974		1,970		1.49
ECI Macola Max Holding, LLC	(10)	L +	3.75%	8.48%	11/9/2027	3,541		3,461		3,408		2.58
Epicor Software Corp.	(10)	L +	3.25%	7.63%	7/30/2027	3,591		3,507		3,456		2.61
GI Consilio Parent, LLC	(9)	L +	4.00%	8.38%	5/12/2028	2,145		2,045		2,034		1.54
Greeneden U.S. Holdings II, LLC	(10)	L +	4.00%	8.38%	12/1/2027	3,600		3,557		3,464		2.62
HS Purchaser, LLC	(10)	SOFR +	4.00%	8.19%	11/19/2026	3,591		3,262		3,247		2.46
Idera, Inc.	(10)	L +	3.75%	7.50%	3/2/2028	2,145		2,043		2,028		1.53
Mitnick Purchaser, Inc.	(9)	SOFR +	4.75%	8.94%	5/2/2029	4,439		4,302		4,170		3.15
NortonLifeLock, Inc.	(9)	SOFR +	2.00%	6.42%	9/12/2029	5,350		5,318		5,271		3.99
Project Alpha Intermediate Holding, Inc.	(8)	L +	4.00%	8.39%	4/26/2024	4,439		4,359		4,341		3.28
RealPage, Inc.	(9)	L +	3.00%	7.38%	4/24/2028	5,312		5,113		5,062		3.83
Rocket Software, Inc.	(8)	L +	4.25%	8.63%	11/28/2025	3,591		3,501		3,461		2.62
S2P Acquisition Borrower, Inc.	(8)	SOFR +	4.00%	8.32%	8/14/2026	3,591		3,493		3,498		2.65
Sophia, LP	(9)	L +	3.50%	8.23%	10/7/2027	5,336		5,173		5,163		3.91
Sovos Compliance, LLC	(9)	L +	4.50%	8.88%	8/11/2028	3,591		3,518		3,317		2.51
Surf Holdings, LLC	(8)	L +	3.50%	8.23%	3/5/2027	3,591		3,546		3,491		2.64
Symphony Technology Group	(5)(10)	L +	4.75%	9.17%	7/27/2028	3,600		3,280		3,099		2.34
Symphony Technology Group	(5)(9)	SOFR +	3.75%	7.97%	3/1/2029	3,591		3,430		3,352		2.54
The Ultimate Software Group, Inc.	(9)	L +	3.25%	7.00%	5/4/2026	5,386		5,245		5,137		3.89
TransDigm Inc	(12)	SOFR +	6.15%	10.47%	2/22/2027	187		184		187		0.14
Vision Solutions, Inc.	(10)	L +	4.00%	8.36%	4/24/2028	2,194		1,865		1,823		1.38
								89,406		88,049		66.62

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BCRED Verdelite JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Specialty Retail
EG America, LLC	(9)	L +	4.25%	8.98%	3/31/2026	$	4,443	$	4,092	$	4,173	3.16	%
Trading Companies & Distributors
Icebox Holdco III, Inc.	(9)	L +	3.50%	8.23%	12/22/2028	2,145		2,008		1,986		1.50
SRS Distribution, Inc.	(9)	SOFR +	3.50%	7.88%	6/2/2028	4,100		3,924		3,930		2.97
								5,932		5,916		4.47
Wireless Telecommunication Services
CCI Buyer, Inc.	(10)	SOFR +	4.00%	8.58%	12/17/2027	4,489		4,378		4,300		3.25
Total First Lien Debt								495,472		490,615		371.11
Total Investment Portfolio								495,472		490,615		371.11
Cash and Cash Equivalents
Other Cash and Cash Equivalents								2,767		2,767		2.09
Total Portfolio Investments, Cash and Cash Equivalents								$	498,239	$	493,382	373.20	%

(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 (in thousands) is presented for debt investments, while the number of shares or units (in whole amounts) 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 December 31, 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.

(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
athenahealth, Inc.	Delayed Draw Term Loan	2/15/2029	$	515	$	—
Pediatric Associates Holding Co., LLC	Delayed Draw Term Loan	12/29/2028	43		—
VT Topco, Inc.	Delayed Draw Term Loan	8/1/2025	112		—
Total Unfunded Commitments			$	670	$	—

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

(9) The interest rate floor on these investments as of December 31, 2022 was 0.50%.

(10) The interest rate floor on these investments as of December 31, 2022 was 0.75%.

(11) The interest rate floor on these investments as of December 31, 2022 was 1.00%.

(12) The interest rate floor on these investments as of December 31, 2022 was 1.25%.

(13) The interest rate floor on these investments as of December 31, 2022 was 1.50%.

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The following table presents the selected consolidated statements of assets and liabilities information of the Verdelite JV as of ~~June~~September 30, 2023 and December 31, 2022 (Unaudited):


		June 30, 2023		December 31, 2022			September 30, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Investments at fair value (cost of $448,331 and $495,472 at June 30, 2023 and December 31, 2022, respectively)		$	452,343	$	490,615
Investments at fair value (cost of $427,437 and $495,472 at September 30, 2023 and December 31, 2022, respectively)						Investments at fair value (cost of $427,437 and $495,472 at September 30, 2023 and December 31, 2022, respectively)	$	433,763	$	490,615
Cash and cash equivalents	Cash and cash equivalents	7,719		2,767		Cash and cash equivalents	7,910		2,767
Interest receivable	Interest receivable	3,234		4,539		Interest receivable	2,713		4,539
Receivable for investments sold	Receivable for investments sold	5,246		1,624		Receivable for investments sold	7,600		1,624

Deferred financing costs						Deferred financing costs	159		—

Total assets	Total assets	$	468,542	$	499,545	Total assets	$	452,145	$	499,545
LIABILITIES	LIABILITIES					LIABILITIES
Debt	Debt	$	298,300	$	365,000	Debt	$	262,600	$	365,000
Distribution payable	Distribution payable	16,402		—		Distribution payable	17,825		—
Interest payable and other liabilities	Interest payable and other liabilities	17,291		2,342		Interest payable and other liabilities	29,481		2,342
Total liabilities	Total liabilities	331,993		367,342		Total liabilities	309,906		367,342
MEMBERS’ EQUITY	MEMBERS’ EQUITY					MEMBERS’ EQUITY
Members’ Equity	Members’ Equity	136,549		132,203		Members’ Equity	142,239		132,203
Total Members’ Equity	Total Members’ Equity	136,549		132,203		Total Members’ Equity	142,239		132,203
Total liabilities and members’ equity	Total liabilities and members’ equity	$	468,542	$	499,545	Total liabilities and members’ equity	$	452,145	$	499,545

The following table presents the selected consolidated statements of operations information of the Verdelite JV for the three and ~~six~~nine months ended ~~June~~September 30, 2023 (Unaudited):


		For the three months ended June 30, 2023		For the six months ended June 30, 2023			For the three months ended September 30, 2023		For the nine months ended September 30, 2023
Investment income:	Investment income:					Investment income:
Interest income	Interest income	$	10,970	$	21,613	Interest income	$	10,965	$	32,578
Other income	Other income	3		113		Other income	62		176
Total investment income	Total investment income	10,973		21,726		Total investment income	11,027		32,754
Expenses:	Expenses:					Expenses:
Interest expense	Interest expense	5,562		11,126		Interest expense	6,478		17,604
Other expenses	Other expenses	75		150		Other expenses	474		624
Total expenses	Total expenses	5,637		11,276		Total expenses	6,952		18,228
Net investment income before taxes	Net investment income before taxes	5,336		10,450		Net investment income before taxes	4,075		14,526
Tax Expense	Tax Expense	—		—		Tax Expense	—		—
Net investment income after taxes	Net investment income after taxes	5,336		10,450		Net investment income after taxes	4,075		14,526
Net realized and change in unrealized gain (loss) on investments
Net unrealized gain (loss) on investments		1,984		8,870
Net realized gain (loss) on investments		330		1,428
Net realized and change in unrealized gain (loss) on investments and other transactions						Net realized and change in unrealized gain (loss) on investments and other transactions
Net unrealized gain (loss)						Net unrealized gain (loss)	2,313		11,183
Net realized gain (loss)						Net realized gain (loss)	724		2,152
Total net realized and change in unrealized gain (loss) on investments	Total net realized and change in unrealized gain (loss) on investments	2,314		10,298		Total net realized and change in unrealized gain (loss) on investments	3,037		13,335
Net increase (decrease) in net assets resulting from operations	Net increase (decrease) in net assets resulting from operations	$	7,650	$	20,748	Net increase (decrease) in net assets resulting from operations	$	7,112	$	27,861

Note 12. Subsequent Events

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~~July~~October Subscriptions and ~~Dividend Declarations~~Distribution Declaration

The Company received approximately ~~$870.3~~$857.4 million of net proceeds, inclusive of distributions reinvested through the Company's distribution reinvestment plan, relating to the issuance of Class I shares, Class S shares, and Class D shares for subscriptions effective ~~July~~October 1, 2023.

On ~~July 19,~~October 18, 2023, the Company’s Board declared net distributions of ~~$0.2100~~$0.2200 per Class I share, ~~$0.1924~~$0.2021 per Class S share, and ~~$0.2048~~$0.2147 per Class D share, which is payable on ~~August 28,~~November 27, 2023 to shareholders of record as of ~~July~~October 31, 2023.

~~August~~November Subscriptions

Through to the date of issuance of the condensed consolidated financial statements the Company received approximately ~~$650.9~~$931.2 million of subscriptions, inclusive of distributions reinvested through the Company's distribution reinvestment plan, relating to the issuance of Class I shares, Class S shares, and Class D shares effective ~~August~~November 1, 2023.

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

The information contained in this section should be read in conjunction with “Item 1. Financial Statements” hereto and “Part II, Item 8--Consolidated Financial Statement and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2022, as updated from time to time by the Company's periodic filings with the Securities and Exchange Commission (“SEC”). This discussion contains forward-looking statements and involves numerous risks, uncertainties, and other factors outside the Company’s control, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022 as updated by the Company's periodic filings with the SEC.

~~Overview and Investment Framework~~

We are a newly organized, externally managed, non-diversified closed-end management investment company that has elected to be treated as a BDC under the 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 have elected to be treated, and intend to qualify annually thereafter, as a RIC under the Code.

Under our Investment Advisory Agreement, we have agreed to pay the Adviser an annual management fee as well as an incentive fee based on our investment performance. Also, under the Administration Agreement, we have agreed to reimburse the Administrator for the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the costs of compensation and related expenses of our chief compliance officer, chief financial officer and their respective staffs.

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. Under normal circumstances we expect that the majority of our portfolio will be in privately originated and privately negotiated investments, predominantly direct lending to U.S. private companies through (i) first lien senior secured and unitranche loans (including first-out/last-out 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”~~). In limited instances we may retain the “last out” portion of a first-lien loan. In such cases, the “first out” portion of the first lien loan would receive priority with respect to payment over our “last out” position. In exchange for the higher risk of loss associated with such “last out” portion, we would earn a higher rate of interest than the “first out” position. To a lesser extent, we will also invest in publicly traded securities of large corporate issuers (~~“Opportunistic Credit”~~). We expect that the Opportunistic Credit investments will generally be liquid, and may be used for the purposes of maintaining liquidity for our share repurchase program and cash management, while also presenting an opportunity for attractive investment returns.

Most of our investments are in U.S. private companies, but (subject to compliance with BDCs’ requirement to invest at least 70% of its assets in U.S private 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 U.S. private 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.

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~~Revenues~~

We generate revenues 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 payment-in-kind (~~“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 in the form of commitment, loan origination, structuring or diligence fees, fees for providing managerial assistance to our portfolio companies, and possibly consulting fees.

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

~~Expenses~~

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

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

~~Expense Support and Conditional Reimbursement Agreement~~

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

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~~Portfolio and Investment Activity~~

For the three months ended June 30, 2023, we acquired $1,294.9 million aggregate principal amount of investments (including $383.0 million of unfunded commitments), $1,254.9 million of which was first lien debt and $40.0 million of which was second lien debt.

~~Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated) (dollar amounts in thousands):~~
As of and for the three months ended June 30,
2023 2022
Investments:
Total investments, beginning of period $ 48,711,985 $ 37,776,621
New investments purchased 897,969 10,008,896
Payment-in-kind interest capitalized 52,680 36,605
Net accretion of discount on investments 42,697 33,540
Net realized gain (loss) on investments (76,141) (17,565)
Investments sold or repaid (1,202,947) (697,070)
Total investments, end of period $ 48,426,243 $ 47,141,027
Amount of investments funded at principal:
First lien debt investments $ 871,878 $ 9,431,428
Second lien debt investments 40,000 350,389
Unsecured debt — —
Structured finance investments — 68,875
Equity investments and Investments in Joint Ventures (4)
— 220,828
Total $ 911,878 $ 10,071,520
Proceeds from investments sold or repaid:
First lien debt investments $ (1,166,370) $ (686,300)
Second lien debt investments (35,750) (1,770)
Unsecured debt — —
Structured finance investments — —
Equity investments and Investments in Joint Ventures (827) (9,000)
Total $ (1,202,947) $ (697,070)
June 30, 2023 December 31, 2022
Number of portfolio companies 511 532
Weighted average yield on debt and income producing investments, at cost (1)(2)
11.50 % 10.37 %
Weighted average yield on debt and income producing investments, at fair value (1)(2)
11.69 % 10.59 %
Average loan to value (LTV) (3)
42.5 % 43.6 %
Percentage of debt investments bearing a floating rate, at fair value 99.9 % 99.8 %
Percentage of debt investments bearing a fixed rate, at fair value 0.1 % 0.2 %
Percentage of assets on non-accrual (5)
0.3 % 0.1 %

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

~~(2)~~As of June 30, 2023 and December 31, 2022, the weighted average total portfolio yield at cost was 10.82% and 9.75%, respectively. The weighted average total portfolio yield at fair value was 10.98% and 9.95%, 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.

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~~(4)Includes $0.0 million and $69.2 million of investments in our joint ventures for the three months ended June 30, 2023 and 2022, respectively.~~

~~(5)~~As a percentage of total amortized cost of Investments (excluding Investments in Joint Ventures). Assets on non-accrual represented 0.2% and 0.0% of total fair value of Investments (excluding Investments in Joint Ventures) as of June 30, 2023 and December 31, 2022, respectively.

As of June 30, 2023, our portfolio companies had a weighted average annual EBITDA of $208.6 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 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.

~~For additional information on our Investments, see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 4. Investments~~”.

BCRED ~~Emerald~~Verdelite JV LP

BCRED ~~Emerald~~Verdelite JV LP (“~~Emerald~~Verdelite JV”), a Delaware limited liability company, was formed as a joint venture between the Company and an entity managed by an alternative credit management investment firm with a ~~large North American pension fund~~specialized focus on structured and syndicated credit, including CLO management (the “~~Emerald~~Verdelite JV Partner”), and commenced operations on ~~January 18,~~October 21, 2022 and operates under a limited liability company agreement. The ~~Emerald~~Verdelite 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.

AsOn October 21, 2022, a wholly-owned subsidiary of ~~June 30, 2023,~~ the Company and the ~~Emerald~~Verdelite JV Partner ~~have~~ committed to contribute up to ~~$2,250.0~~$147.0 million and ~~$750.0~~$21.0 million ~~respectively,~~ of capital, respectively, to the ~~Emerald~~Verdelite JV. The Company contributed $117.7 million (consisting of a cash contribution of $26.2 million and an in-kind capital contribution of investments valued at $91.5 million), and the Verdelite JV Partner contributed cash of $16.8 million, in exchange for equity ownership interests of 87.5% and 12.5%, respectively.

The Company and the Verdelite JV Partner may, from time-to-time, make additional contributions of capital or may receive returns of capital from the Verdelite JV. As of ~~June~~September 30, 2023 and December 31, 2022, the Company had contributed ~~$2,002.5~~$117.7 million and the ~~Emerald~~Verdelite JV Partner had contributed ~~$667.5~~$16.8 million of capital, respectively, and ~~$247.5~~$29.3 million and ~~$82.5~~$4.2 million of capital remained uncalled from the Company and the ~~Emerald~~Verdelite JV Partner, respectively. As of September 30, 2023 and December 31, 2022, the Company and the Verdelite JV Partner’s initial equity ownership interests are 87.5% and 12.5%, respectively.

The Company and the ~~Emerald JV partner own 75% and 25%, respectively, of the equity ownership interest of the Emerald JV. The Company and the Emerald~~Verdelite JV Partner, through their joint control of the ~~Emerald~~Verdelite JV’s General Partner, have equal control of the ~~Emerald~~Verdelite JV's investment decisions, the decision to call additional capital up to the amounts committed by the Company and the ~~Emerald~~Verdelite JV Partner, the decision to return capital or to make distributions, and generally all other decisions in respect of the ~~Emerald~~Verdelite JV must be approved by the ~~Emerald~~Verdelite JV's investment committee or board of directors, each of which consists of an equal number of representatives of the Company and the ~~Emerald~~Verdelite JV Partner.

AsThe Company's investment in the Verdelite JV is disclosed on the Company’s Condensed Consolidated Schedule of ~~June 30, 2023, the Emerald JV had total investments at fair value of $5,664.2 million. The following table is a summary of JV’s portfolio~~Investments as of ~~June~~September 30, 2023 and December 31, 2022.

June 30, 2023 December 31, 2022
Total senior secured debt investments at fair value $ 5,530,227 $ 5,722,448
Number of portfolio companies 301 443
Weighted average yield on debt and income producing investments, at fair value (2)
11.64 % 10.88 %
Weighted average yield on debt and income producing investments, at cost (2)
11.53 % 10.72 %
Percentage of debt portfolio at floating interest rates (1)
99.8 % 93.5 %
Percentage of debt portfolio at fixed interest rates (1)
0.2 % 6.5 %
Percentage of assets on non-accrual (1)
0.1 % 0.2 %

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The following table presents the consolidated schedule of investments of the Verdelite JV as of September 30, 2023:


BCRED Verdelite JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt
Aerospace & Defense
Amentum Government Services Holdings, LLC	(8)	SOFR +	4.00%	9.43%	1/29/2027	$	421	$	418	$	419	0.29	%
Atlas CC Acquisition Corp.	(10)	SOFR +	4.25%	9.93%	5/25/2028	450		418		423		0.30
Atlas CC Acquisition Corp.	(10)	SOFR +	4.25%	9.93%	5/25/2028	2,214		2,058		2,079		1.46
Avolon TLB Borrower 1 US LLC	(9)	SOFR +	2.50%	7.82%	6/22/2028	2,758		2,732		2,761		1.94
LSF11 Trinity Bidco Inc	(4)(8)	SOFR +	4.50%	9.83%	6/14/2030	1,959		1,931		1,959		1.38
Peraton Corp.	(10)	SOFR +	3.75%	9.17%	2/1/2028	4,046		3,980		4,043		2.84
Vertex Aerospace Services Corp.	(10)	SOFR +	3.50%	8.92%	12/6/2028	3,061		3,032		3,066		2.16
								14,569		14,750		10.37
Air Freight & Logistics
Forward Air Corporation	(10)	SOFR +	4.50%	9.90%	9/20/2030	3,000		2,880		2,935		2.06
The Kenan Advantage Group, Inc.	(10)	SOFR +	4.18%	9.48%	3/24/2026	3,563		3,493		3,559		2.50
								6,373		6,494		4.56
Airlines
KKR Apple Bidco, LLC	(9)	SOFR +	4.00%	9.32%	9/22/2028	2,430		2,407		2,431		1.71
United Airlines, Inc.	(10)	SOFR +	3.75%	9.18%	4/21/2028	2,755		2,734		2,764		1.94
								5,141		5,195		3.65
Auto Components
Clarios Global LP	(8)	SOFR +	3.75%	9.07%	5/6/2030	2,921		2,907		2,919		2.05
Metis Buyer, Inc.	(10)	SOFR +	4.00%	9.43%	5/4/2028	992		960		991		0.70
Belron Finance US LLC	(9)	SOFR +	2.75%	8.16%	4/18/2029	760		756		761		0.54
First Brands Group, LLC	(11)	SOFR +	5.00%	10.88%	3/30/2027	1,330		1,291		1,316		0.93
Phinia Inc	(8)	SOFR +	4.00%	9.49%	7/3/2028	1,750		1,684		1,754		1.23
								7,598		7,741		5.45
Beverages
Triton Water Holdings, Inc.	(9)	SOFR +	3.25%	8.90%	3/31/2028	2,467		2,299		2,410		1.69
Building Products
Griffon Corporation	(9)	SOFR +	2.25%	7.79%	1/24/2029	1,184		1,172		1,185		0.83
Oscar AcquisitionCo LLC	(9)	SOFR +	4.50%	9.99%	4/29/2029	3,828		3,711		3,806		2.68
Tamko Building Product, LLC	(8)	SOFR +	3.50%	8.90%	9/20/2030	787		783		784		0.55
The Chamberlain Group, Inc.	(9)	SOFR +	3.25%	8.67%	11/3/2028	3,566		3,376		3,518		2.47
								9,042		9,293		6.53
Capital Markets
Advisor Group Holdings, Inc.	(8)	SOFR +	4.50%	9.82%	8/17/2028	4,072		4,065		4,075		2.86
Focus Financial Partners LLC	(9)	SOFR +	3.50%	8.82%	6/30/2028	2,020		1,992		2,021		1.42
The Edelman Financial Engines Center, LLC	(10)	SOFR +	3.50%	8.94%	4/7/2028	2,722		2,636		2,698		1.90
								8,693		8,794		6.18
Chemicals
Starfruit Finco BV	(8)	SOFR +	4.00%	9.35%	4/3/2028	796		789		788		0.55

170

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BCRED Verdelite JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Commercial Services & Supplies
Access CIG, LLC	(9)	SOFR +	5.00%	10.32%	8/18/2028	$	3,766	$	3,586	$	3,723	2.62	%
Allied Universal Holdco, LLC	(9)	SOFR +	3.75%	9.17%	5/12/2028	2,566		2,456		2,483		1.75
Allied Universal Holdco, LLC	(9)	SOFR +	4.75%	10.07%	5/12/2028	2,000		1,943		1,975		1.39
Anticimex, Inc.	(9)	SOFR +	3.15%	8.45%	11/16/2028	3,413		3,347		3,395		2.39
APX Group, Inc.	(9)	SOFR +	3.25%	8.69%	7/10/2028	3,311		3,179		3,315		2.33
Covanta Holding Corp	(9)	SOFR +	3.00%	8.33%	11/30/2028	1,042		1,032		1,041		0.73
DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	3.75%	9.18%	3/31/2028	3,957		3,833		3,896		2.74
EAB Global, Inc.	(9)	SOFR +	3.50%	8.87%	8/16/2028	3,560		3,468		3,540		2.49
Energizer Holdings Inc	(9)	SOFR +	3.75%	9.18%	12/8/2028	3,564		3,429		3,529		2.48
Garda World Security Corp.	(8)	SOFR +	4.25%	9.75%	10/30/2026	2,350		2,285		2,352		1.65
Genuine Financial Holdings, LLC	(8)	SOFR +	4.00%	9.40%	9/20/2030	2,000		1,970		1,985		1.40
								30,528		31,234		21.97
Construction & Engineering
Refficiency Holdings, LLC	(10)	SOFR +	3.75%	9.17%	12/16/2027	3,465		3,382		3,456		2.43
Construction Materials
White Cap Buyer, LLC	(9)	SOFR +	3.75%	9.07%	10/19/2027	3,620		3,518		3,617		2.54
Containers & Packaging
Berlin Packaging, LLC	(9)	SOFR +	3.75%	9.19%	3/11/2028	3,512		3,433		3,480		2.45
Charter NEX US, Inc.	(10)	SOFR +	3.75%	9.18%	12/1/2027	3,817		3,763		3,787		2.66
Novolex, Inc.	(9)	SOFR +	4.18%	9.59%	4/13/2029	3,808		3,736		3,761		2.64
ProAmpac PG Borrower, LLC	(10)	SOFR +	4.50%	9.90%	9/26/2028	5,110		5,059		5,093		3.58
Ring Container Technologies Group, LLC	(9)	SOFR +	3.50%	8.93%	8/12/2028	2,134		2,121		2,136		1.50
TricorBraun Holdings, Inc.	(9)	SOFR +	3.25%	8.68%	3/3/2028	3,560		3,436		3,499		2.46
Trident TPI Holdings, Inc.	(9)	SOFR +	4.00%	9.65%	9/15/2028	3,311		3,209		3,305		2.32
								24,757		25,061		17.61
Distributors
Fastlane Parent Co Inc	(4)(9)	SOFR +	4.50%	9.90%	9/4/2028	1,782		1,755		1,765		1.24
Diversified Consumer Services
Ascend Learning, LLC	(9)	SOFR +	3.50%	8.92%	12/11/2028	3,168		3,040		3,029		2.13
Colibri Group, LLC	(10)	SOFR +	5.00%	10.45%	3/12/2029	3,758		3,644		3,716		2.61
Pre-Paid Legal Services, Inc.	(9)	SOFR +	3.50%	8.93%	12/15/2028	3,306		3,252		3,279		2.31
Spring Education Group, Inc.	(4)(8)	SOFR +	4.50%	9.89%	9/29/2030	3,421		3,379		3,379		2.38
TruGreen Limited Partnership	(10)	SOFR +	4.00%	9.42%	11/2/2027	275		255		262		0.18
University Support Services, LLC	(9)	SOFR +	3.25%	8.67%	2/10/2029	3,564		3,519		3,539		2.49
Weld North Education, LLC	(9)	SOFR +	3.75%	9.18%	12/21/2027	4,058		4,024		3,987		2.80
								21,113		21,191		14.90
Diversified Financial Services
Mitchell International, Inc.	(9)	SOFR +	3.75%	9.18%	10/15/2028	2,970		2,811		2,926		2.06
Polaris Newco, LLC	(9)	SOFR +	4.00%	9.43%	6/2/2028	2,286		2,198		2,195		1.54
Sedgwick Claims Management Services, Inc.	(8)	SOFR +	3.75%	9.07%	2/24/2028	2,972		2,946		2,970		2.09
								7,955		8,091		5.69
Diversified Telecommunication Services
Numericable US, LLC	(8)	SOFR +	5.50%	10.81%	8/15/2028	3,779		3,719		3,432		2.41
Zacapa, LLC	(9)	SOFR +	4.00%	9.39%	3/22/2029	3,560		3,458		3,540		2.49
								7,177		6,972		4.90

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BCRED Verdelite JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Electrical Equipment
Madison IAQ, LLC	(9)	SOFR +	3.25%	8.69%	6/21/2028	$	2,074	$	1,975	$	2,044	1.44	%
Electronic Equipment, Instruments & Components
Infinite Bidco, LLC	(9)	SOFR +	3.75%	9.18%	3/2/2028	2,680		2,586		2,636		1.85
Entertainment
Recorded Books, Inc.	(8)	SOFR +	4.00%	9.32%	8/29/2025	2,068		2,048		2,071		1.46
Food Products
CHG PPC Parent LLC	(9)	SOFR +	3.00%	8.43%	12/8/2028	2,985		2,901		2,972		2.09
Ground Transportation
Uber Technologies, Inc.	(8)	SOFR +	2.75%	8.16%	3/3/2030	2,436		2,430		2,437		1.71
Health Care Equipment & Supplies
Auris Luxembourg III Sarl	(8)	L +	3.75%	9.12%	2/27/2026	2,152		2,002		2,103		1.48
Resonetics, LLC	(10)	SOFR +	4.00%	9.63%	4/28/2028	3,569		3,465		3,515		2.47
Sunshine Luxembourg VII S.à r.l, LLC	(10)	SOFR +	3.75%	9.24%	10/1/2026	3,782		3,697		3,781		2.66
								9,164		9,399		6.61
Health Care Providers & Services
ADMI Corp.	(9)	SOFR +	3.75%	9.18%	12/23/2027	2,574		2,460		2,407		1.69
Electron Bidco, Inc.	(9)	SOFR +	3.00%	8.43%	11/1/2028	3,805		3,736		3,794		2.67
Heartland Dental LLC	(10)	SOFR +	5.00%	10.33%	4/28/2028	2,977		2,867		2,950		2.07
LifePoint Health, Inc.	(8)	SOFR +	3.75%	9.38%	11/16/2025	4,290		4,077		4,288		3.01
Pediatric Associates Holding Co., LLC	(9)	SOFR +	3.25%	8.57%	12/29/2028	649		638		634		0.45
								13,778		14,073		9.89
Health Care Technology
athenahealth, Inc.	(9)	SOFR +	3.25%	8.57%	2/15/2029	3,550		3,275		3,493		2.46
Netsmart Technologies, Inc.	(10)	SOFR +	4.00%	9.43%	10/1/2027	2,916		2,853		2,921		2.05
Verscend Holding Corp.	(8)	SOFR +	4.00%	9.43%	8/27/2025	3,560		3,552		3,565		2.51
Waystar Technologies, Inc.	(8)	SOFR +	4.00%	9.43%	10/22/2026	3,658		3,618		3,667		2.58
								13,298		13,646		9.60
Hotels, Restaurants & Leisure
Alterra Mountain Company	(9)	SOFR +	3.50%	8.93%	8/17/2028	2,309		2,289		2,310		1.62
Caesars Entertainment Inc	(9)	SOFR +	3.25%	8.67%	2/6/2030	1,624		1,609		1,626		1.14
Fertitta Entertainment, LLC	(9)	SOFR +	4.00%	9.32%	1/27/2029	2,768		2,692		2,745		1.93
Fogo de Chao, Inc.	(9)	SOFR +	4.75%	10.15%	9/20/2030	545		534		535		0.38
IRB Holding Corp.	(10)	SOFR +	3.00%	8.42%	12/15/2027	3,570		3,501		3,562		2.50
Mic Glen, LLC	(9)	SOFR +	3.25%	8.68%	7/21/2028	3,413		3,307		3,384		2.38
New Red Finance, Inc.	(8)	SOFR +	2.25%	7.57%	9/20/2030	925		921		923		0.65
Tacala Investment Corp.	(10)	SOFR +	4.00%	9.43%	2/5/2027	3,558		3,457		3,551		2.50
Whatabrands, LLC	(9)	SOFR +	3.00%	8.43%	8/3/2028	3,564		3,481		3,555		2.50
								21,791		22,191		15.60
Household Durables
AI Aqua Merger Sub, Inc.	(9)	SOFR +	3.75%	9.08%	7/31/2028	3,808		3,690		3,775		2.65
Independent Power and Renewable Electricity Producers
Generation Bridge Northeast LLC	(8)	SOFR +	4.25%	9.57%	8/22/2029	2,154		2,133		2,157		1.52

172

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BCRED Verdelite JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Industrial Conglomerates
FCG Acquisitions, Inc.	(9)	SOFR +	3.75%	9.40%	3/31/2028	$	3,957	$	3,819	$	3,929	2.76	%
SPX Flow, Inc.	(9)	SOFR +	4.50%	9.92%	4/5/2029	2,266		2,170		2,264		1.59
Vertical US Newco, Inc.	(9)	SOFR +	3.50%	9.38%	7/30/2027	2,815		2,730		2,812		1.98
								8,719		9,005		6.33
Insurance
AmWINS Group, Inc	(10)	SOFR +	2.75%	8.18%	2/19/2028	940		931		940		0.66
AssuredPartners, Inc.	(9)	SOFR +	3.50%	8.93%	2/12/2027	2,282		2,218		2,283		1.61
Baldwin Risk Partners, LLC	(9)	SOFR +	3.50%	8.92%	10/14/2027	3,805		3,773		3,781		2.66
BroadStreet Partners, Inc.	(8)	SOFR +	4.00%	9.32%	1/27/2029	3,304		3,265		3,308		2.33
BroadStreet Partners, Inc.	(8)	SOFR +	3.00%	8.43%	1/27/2027	3,311		3,231		3,300		2.32
Howden Group Holdings Limited	(9)	SOFR +	4.00%	9.32%	4/18/2030	2,430		2,339		2,433		1.71
Howden Group Holdings Limited	(10)	L +	3.25%	8.69%	11/12/2027	3,804		3,743		3,798		2.67
NFP Corp.	(8)	SOFR +	3.25%	8.68%	2/15/2027	3,311		3,202		3,275		2.30
USI, Inc.	(8)	SOFR +	3.25%	8.64%	9/14/2030	338		337		338		0.24
USI, Inc.	(9)	SOFR +	3.25%	8.66%	9/29/2030	676		675		676		0.48
								23,714		24,132		16.98
Interactive Media & Services
MH Sub I, LLC	(9)	SOFR +	4.25%	9.57%	5/3/2028	3,990		3,897		3,867		2.72
MH Sub I, LLC	(11)	SOFR +	3.75%	9.18%	9/13/2024	1,105		1,095		1,107		0.78
Project Boost Purchaser, LLC	(9)	SOFR +	3.50%	8.93%	5/30/2026	4,058		3,974		4,060		2.85
								8,966		9,034		6.35
IT Services
Dcert Buyer, Inc.	(8)	SOFR +	4.00%	9.32%	10/16/2026	2,073		2,023		2,064		1.45
Endurance International Group Holdings, Inc.	(10)	L +	3.50%	8.79%	2/10/2028	2,075		1,906		2,021		1.42
Virtusa Corp.	(10)	L +	3.75%	9.33%	2/11/2028	4,058		4,008		4,040		2.84
World Wide Technology Holding Co, LLC	(9)	SOFR +	3.25%	8.68%	3/1/2030	1,008		999		1,010		0.71
								8,936		9,135		6.42
Leisure Products
Motion Finco, LLC	(8)	SOFR +	3.25%	8.90%	11/12/2026	2,557		2,497		2,555		1.80
Recess Holdings, Inc.	(11)	SOFR +	4.00%	9.38%	3/17/2027	603		597		603		0.42
								3,094		3,158		2.22
Life Sciences Tools & Services
LSCS Holdings, Inc.	(9)	SOFR +	4.50%	9.93%	12/16/2028	2,462		2,374		2,432		1.71
Packaging Coordinators Midco, Inc.	(10)	SOFR +	3.50%	9.15%	11/30/2027	3,560		3,488		3,550		2.50
								5,862		5,982		4.21
Machinery
Pro Mach Group, Inc.	(11)	SOFR +	4.00%	9.43%	8/31/2028	3,758		3,664		3,766		2.65
Media
Radiate Holdco, LLC	(10)	SOFR +	3.25%	8.68%	9/25/2026	2,970		2,771		2,440		1.72
Virgin Media Bristol, LLC	(8)	SOFR +	3.25%	8.31%	3/31/2031	2,727		2,702		2,667		1.88
								5,473		5,107		3.60
Metals & Mining
Arsenal AIC Parent LLC	(8)	SOFR +	4.50%	9.88%	8/18/2030	645		639		645		0.45

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BCRED Verdelite JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Oil, Gas & Consumable Fuels
CQP Holdco, LP	(9)	SOFR +	3.50%	8.99%	6/5/2028	$	3,805	$	3,785	$	3,813	2.68	%
GIP Pilot Acquisition Partners LP	(4)(8)	SOFR +	3.00%	8.41%	9/18/2030	1,122		1,116		1,121		0.79
								4,901		4,934		3.47
Professional Services
AlixPartners, LLP	(9)	SOFR +	2.75%	8.18%	2/4/2028	1,378		1,368		1,379		0.97
APFS Staffing Holdings Inc	(9)	SOFR +	4.00%	9.32%	12/29/2028	3,940		3,844		3,894		2.74
Aqgen Island Holdings, Inc.	(9)	SOFR +	3.50%	8.93%	8/2/2028	3,655		3,570		3,630		2.55
Camelot US Acquisition, LLC	(11)	SOFR +	3.00%	8.43%	10/30/2026	3,102		3,074		3,100		2.18
Cast & Crew Payroll, LLC	(8)	SOFR +	3.50%	8.93%	2/9/2026	3,513		3,486		3,508		2.47
Deerfield Dakota Holding, LLC	(11)	SOFR +	3.75%	9.14%	4/9/2027	2,782		2,716		2,719		1.91
EP Purchaser, LLC	(9)	SOFR +	3.50%	9.15%	11/6/2028	491		470		486		0.34
Inmar, Inc.	(11)	SOFR +	5.50%	10.82%	5/1/2026	2,078		2,013		2,067		1.45
OMNIA Partners LLC	(7)(8)	SOFR +	4.25%	9.60%	7/25/2030	2,187		2,164		2,193		1.54
VT Topco, Inc.	(9)	SOFR +	4.25%	9.66%	8/1/2025	1,036		1,026		1,038		0.73
								23,731		24,014		16.88
Real Estate Management & Development
Cushman & Wakefield US Borrower LLC	(9)	SOFR +	4.00%	9.32%	1/31/2030	1,712		1,670		1,702		1.20
Software
Apex Group Treasury, LLC	(9)	SOFR +	3.75%	9.38%	7/27/2028	3,564		3,448		3,539		2.49
Apttus Corp.	(10)	SOFR +	4.00%	9.43%	5/8/2028	3,573		3,425		3,535		2.49
Boxer Parent Company, Inc.	(8)	SOFR +	3.75%	9.18%	10/2/2025	3,558		3,489		3,558		2.50
Cloudera, Inc.	(9)	SOFR +	3.75%	9.17%	10/8/2028	2,575		2,462		2,530		1.78
ConnectWise, LLC	(9)	SOFR +	3.50%	8.93%	9/29/2028	3,539		3,425		3,490		2.45
Cornerstone OnDemand, Inc.	(9)	SOFR +	3.75%	9.18%	10/16/2028	2,178		1,988		2,074		1.46
ECI Macola Max Holding, LLC	(10)	SOFR +	3.75%	9.40%	11/9/2027	3,514		3,447		3,512		2.47
Epicor Software Corp.	(10)	SOFR +	3.25%	8.68%	7/30/2027	3,563		3,494		3,563		2.50
Epicor Software Corp.	(10)	SOFR +	3.75%	9.11%	7/30/2027	273		270		273		0.19
GI Consilio Parent, LLC	(9)	SOFR +	4.00%	9.43%	5/12/2028	2,128		2,043		2,077		1.46
Greeneden U.S. Holdings II, LLC	(10)	SOFR +	4.00%	9.43%	12/1/2027	2,575		2,549		2,580		1.81
GTCR Investors LP - A-1 Units	(9)	SOFR +	3.00%	8.40%	9/20/2030	3,335		3,319		3,336		2.35
HS Purchaser, LLC	(10)	SOFR +	4.00%	9.47%	11/19/2026	3,563		3,299		3,424		2.41
Idera, Inc.	(10)	SOFR +	3.75%	9.27%	3/2/2028	1,875		1,799		1,863		1.31
Mitnick Purchaser, Inc.	(9)	SOFR +	4.50%	9.97%	5/2/2029	3,413		3,320		3,294		2.32
NortonLifeLock, Inc.	(9)	SOFR +	2.00%	7.42%	9/12/2029	3,782		3,762		3,774		2.65
Project Alpha Intermediate Holding, Inc.	(8)	SOFR +	4.00%	9.43%	4/26/2024	4,405		4,370		4,406		3.10
Quartz Acquireco LLC	(4)(8)	SOFR +	3.50%	8.82%	6/28/2030	1,353		1,340		1,353		0.95
RealPage, Inc.	(9)	SOFR +	3.00%	8.43%	4/24/2028	2,775		2,686		2,747		1.93
Rocket Software, Inc.	(8)	SOFR +	4.25%	9.68%	11/28/2025	1,069		1,049		1,070		0.75
Rocket Software, Inc.	(9)	SOFR +	4.75%	10.14%	11/28/2028	2,605		2,566		2,570		1.81
S2P Acquisition Borrower, Inc.	(8)	SOFR +	4.00%	9.42%	8/14/2026	3,563		3,486		3,563		2.50
Sophia, LP	(9)	SOFR +	3.50%	8.82%	10/7/2027	3,311		3,225		3,308		2.33
Sovos Compliance, LLC	(9)	SOFR +	4.50%	9.93%	8/11/2028	3,564		3,501		3,513		2.47

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BCRED Verdelite JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Software (continued)
Surf Holdings, LLC	(8)	SOFR +	3.50%	8.94%	3/5/2027	$	3,563	$	3,527	$	3,560	2.50	%
Symphony Technology Group	(10)	SOFR +	5.00%	10.63%	7/27/2028	3,573		3,298		2,677		1.88
Symphony Technology Group	(9)	SOFR +	3.75%	9.18%	3/1/2029	3,564		3,424		3,487		2.45
The Ultimate Software Group, Inc.	(9)	SOFR +	3.25%	8.62%	5/4/2026	4,353		4,264		4,346		3.06
Vision Solutions, Inc.	(10)	SOFR +	4.00%	9.61%	4/24/2028	1,671		1,455		1,623		1.14
								83,730		84,645		59.51
Specialty Retail
EG America, LLC	(4)(8)	SOFR +	4.25%	9.66%	3/31/2026	741		696		741		0.52
EG America, LLC	(4)(8)	SOFR +	5.50%	10.89%	2/29/2028	949		911		921		0.65
EG America, LLC	(8)	SOFR +	4.25%	9.66%	3/31/2026	1,457		1,368		1,396		0.98
								2,975		3,058		2.15
Trading Companies & Distributors
Icebox Holdco III, Inc.	(9)	SOFR +	3.75%	9.25%	12/22/2028	2,377		2,244		2,368		1.66
SRS Distribution, Inc.	(9)	SOFR +	3.50%	8.93%	6/2/2028	3,570		3,419		3,542		2.49
Windsor Holdings III, LLC	(8)	SOFR +	4.50%	9.83%	8/1/2030	1,864		1,827		1,861		1.31
								7,490		7,771		5.46
Wireless Telecommunication Services
CCI Buyer, Inc.	(10)	SOFR +	4.00%	9.39%	12/17/2027	3,462		3,390		3,422		2.41
Total First Lien Debt								427,437		433,763		304.97
Total Investment Portfolio								427,437		433,763		304.96
Cash and Cash Equivalents
Other Cash and Cash Equivalents								7,910		7,910		5.56
Total Portfolio Investments, Cash and Cash Equivalents								$	435,347	$	441,673	310.52	%

(1)Unless otherwise indicated, all 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. As of September 30, 2023, the Company had investments denominated in Canadian Dollars (CAD), Euros (EUR), British Pounds (GBP), Swiss Francs (CHF), Danish Krone (DKK), Swedish Krona (SEK), Norwegian Krone (NOK), and New Zealand Dollars (NZD). 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 (in thousands) is presented for debt investments, while the number of shares or units (in whole amounts) 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 ~~percentage~~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”), Stockholm Interbank Offered Rate (“STIBOR” or “ST”), Copenhagen Interbank Offered Rate (“CIBOR" or “CI”), Norwegian Interbank Offered Rate (“NIBOR” or “N”), Swiss Average Rate Overnight (“SARON” or “SA”), New Zealand Bank Bill Reference Rate ("BKBM" or "B"), 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 ~~total amortized~~September 30, 2023. Variable rate loans typically include an interest reference rate floor feature.

(3)The cost represents the original cost adjusted for the amortization of ~~Investments~~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 ~~Emerald JV. Assets~~America (“GAAP”).

(6)Reserved

(7)Position or portion thereof is an unfunded loan commitment, and no interest is being earned on ~~non-accrual represented 0.1%~~the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and ~~0.1% of total~~ 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	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
OMNIA Partners LLC	Delayed Draw Term Loan	1/25/2024	$	205	$	—
Total unfunded commitments			$	205	$	—

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Table of ~~Investments~~Contents

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

(9)The interest rate floor on these investments as of ~~Emerald~~September 30, 2023 was 0.50%.

(10)The interest rate floor on these investments as of September 30, 2023 was 0.75%.

(11)The interest rate floor on these investments as of September 30, 2023 was 1.00%.

(12)The interest rate floor on these investments as of September 30, 2023 was 1.25%.

(13)The interest rate floor on these investments as of September 30, 2023 was 1.50%.

(14)The interest rate floor on these investments as of September 30, 2023 was 2.00%.

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

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The following table presents the consolidated schedule of investments of the Verdelite JV as of ~~June~~December 31, 2022:


BCRED Verdelite JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
First Lien Debt
Aerospace & Defense
Amentum Government Services Holdings, LLC	(8)	L +	4.00%	8.17%	1/29/2027	$	424	$	421	$	416	0.31	%
Atlas CC Acquisition Corp.	(10)	L +	4.25%	8.98%	5/25/2028	2,684		2,465		2,273		1.72
Peraton Corp.	(10)	L +	3.75%	8.13%	2/1/2028	4,089		4,011		4,001		3.03
Vertex Aerospace Services Corp.	(10)	L +	3.50%	7.88%	12/6/2028	4,090		4,045		4,024		3.04
								10,942		10,714		8.10
Air Freight & Logistics
The Kenan Advantage Group, Inc.	(10)	L +	3.75%	8.13%	3/24/2026	3,591		3,499		3,509		2.65
Airlines
United Airlines, Inc.	(10)	L +	3.75%	8.11%	4/21/2028	4,489		4,448		4,445		3.36
Auto Components
Clarios Global LP	(5)(8)	SOFR +	3.25%	7.63%	4/30/2026	5,350		5,291		5,262		3.98
Beverages
Triton Water Holdings, Inc.	(9)	L +	3.50%	8.23%	3/31/2028	3,491		3,214		3,260		2.47
Building Products
Griffon Corporation	(9)	SOFR +	2.50%	7.01%	1/24/2029	1,258		1,243		1,238		0.94
The Chamberlain Group, Inc.	(9)	L +	3.25%	7.63%	11/3/2029	2,593		2,431		2,451		1.85
								3,674		3,689		2.79
Capital Markets
Advisor Group Holdings, Inc.	(8)	L +	4.50%	8.88%	7/31/2026	5,336		5,214		5,231		3.96
The Edelman Financial Engines Center, LLC	(10)	L +	3.50%	7.88%	4/7/2028	2,743		2,641		2,567		1.94
								7,855		7,798		5.90
Chemicals
WR Grace Holdings, LLC	(9)	L +	3.75%	8.50%	9/22/2028	3,591		3,553		3,534		2.67
Commercial Services & Supplies
Access CIG, LLC	(8)	L +	3.75%	7.82%	2/27/2025	4,289		4,166		4,210		3.18
Allied Universal Holdco, LLC	(9)	SOFR +	3.75%	8.17%	5/12/2028	3,591		3,413		3,419		2.59
Anticimex, Inc.	(9)	L +	3.50%	8.23%	11/16/2028	4,439		4,341		4,295		3.25
APX Group, Inc.	(11)	L +	3.25%	6.73%	7/10/2028	5,336		5,090		5,289		4.00
DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	3.75%	8.07%	3/31/2028	4,987		4,805		4,782		3.62
EAB Global, Inc.	(9)	L +	3.50%	7.88%	8/16/2028	4,090		3,968		3,944		2.98
Energizer Holdings Inc	(9)	L +	3.75%	8.13%	12/8/2028	3,600		3,444		3,452		2.61
Garda World Security Corp.	(8)	L +	4.25%	8.93%	10/30/2026	5,350		5,167		5,219		3.95
Genuine Financial Holdings, LLC	(8)	L +	3.75%	8.33%	7/11/2025	3,589		3,559		3,464		2.62
								37,953		38,074		28.80
Construction & Engineering
Refficiency Holdings, LLC	(10)	L +	3.75%	7.82%	12/16/2027	3,493		3,395		3,316		2.51
Construction Materials
White Cap Buyer, LLC	(9)	SOFR +	3.75%	8.07%	10/19/2027	4,150		4,012		4,020		3.04
Containers & Packaging
Berlin Packaging, LLC	(9)	L +	3.75%	7.88%	3/11/2028	4,539		4,438		4,377		3.31
Charter NEX US, Inc.	(10)	L +	3.75%	8.13%	12/1/2027	5,350		5,261		5,207		3.94
Novolex, Inc.	(9)	SOFR +	3.93%	8.60%	4/13/2029	5,337		5,223		5,096		3.85
ProAmpac PG Borrower, LLC	(10)	L +	3.75%	7.96%	11/3/2025	4,090		3,962		3,927		2.97
Ring Container Technologies Group, LLC	(9)	L +	3.50%	7.88%	8/12/2028	2,150		2,135		2,126		1.61
TricorBraun Holdings, Inc.	(9)	L +	3.25%	7.63%	3/3/2028	4,090		3,923		3,912		2.96
Trident TPI Holdings, Inc.	(9)	L +	4.00%	7.67%	9/15/2028	5,337		5,147		5,137		3.89
								30,089		29,782		22.53

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BCRED Verdelite JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Diversified Consumer Services
Ascend Learning, LLC	(9)	L +	3.50%	7.88%	12/11/2028	$	3,192	$	3,045	$	3,026	2.29	%
Colibri Group, LLC	(10)	SOFR +	5.00%	8.87%	3/12/2029	4,289		4,141		4,014		3.04
KUEHG Corp.	(11)	L +	3.75%	8.48%	2/21/2025	4,987		4,912		4,802		3.63
Learning Care Group	(11)	L +	3.25%	7.61%	3/13/2025	4,987		4,848		4,652		3.52
Pre-Paid Legal Services, Inc.	(9)	L +	3.75%	8.13%	12/15/2028	5,337		5,236		5,144		3.89
SSH Group Holdings, Inc.	(8)	L +	4.25%	7.92%	7/30/2025	4,948		4,860		4,847		3.67
University Support Services, LLC	(9)	L +	3.25%	7.63%	2/10/2029	3,591		3,540		3,501		2.65
Weld North Education, LLC	(9)	L +	3.75%	7.72%	12/21/2027	4,090		4,049		4,017		3.04
								34,631		34,003		25.73
Diversified Financial Services
Mitchell International, Inc.	(9)	L +	3.75%	8.41%	10/15/2028	2,992		2,809		2,766		2.09
Polaris Newco, LLC	(9)	L +	4.00%	8.73%	6/2/2028	5,312		5,073		4,860		3.68
Sedgwick Claims Management Services, Inc.	(8)	L +	3.25%	7.63%	12/31/2025	4,987		4,884		4,859		3.68
								12,766		12,485		9.45
Diversified Telecommunication Services
Numericable US, LLC	(8)	L +	2.75%	7.16%	7/31/2025	2,100		1,961		1,999		1.51
Numericable US, LLC	(8)	L +	3.69%	7.77%	1/31/2026	2,200		2,048		2,044		1.55
Zacapa, LLC	(9)	SOFR +	4.25%	8.83%	3/22/2029	4,090		3,956		3,941		2.98
								7,965		7,984		6.04
Electrical Equipment
Madison IAQ, LLC	(9)	L +	3.25%	7.99%	6/21/2028	4,090		3,864		3,815		2.89
Electronic Equipment, Instruments & Components
Infinite Bidco, LLC	(9)	L +	3.25%	7.98%	3/2/2028	2,693		2,584		2,592		1.96
Presidio, Inc.	(8)	SOFR +	3.50%	7.92%	1/22/2027	3,591		3,556		3,540		2.68
								6,140		6,132		4.64
Entertainment
Recorded Books, Inc.	(8)	SOFR +	4.00%	8.32%	8/29/2025	3,600		3,552		3,530		2.67
Health Care Equipment & Supplies
Auris Luxembourg III Sarl	(8)	L +	3.75%	8.68%	2/27/2026	2,169		1,971		1,947		1.47
Resonetics, LLC	(10)	L +	4.00%	8.41%	4/28/2028	4,090		3,955		3,906		2.95
Sunshine Luxembourg VII S.à r.l, LLC	(10)	L +	3.75%	8.48%	10/1/2026	5,311		5,162		5,100		3.86
								11,088		10,953		8.28
Health Care Providers & Services
ADMI Corp.	(9)	L +	3.75%	8.13%	12/23/2027	2,593		2,459		2,369		1.79
Electron Bidco, Inc.	(9)	L +	3.00%	7.38%	11/1/2028	5,337		5,226		5,204		3.94
LifePoint Health, Inc.	(8)	L +	3.75%	8.16%	11/16/2025	3,575		3,338		3,379		2.56
Pediatric Associates Holding Co., LLC	(7)(9)	L +	3.25%	7.63%	12/29/2028	611		597		579		0.44
Surgery Centers Holdings, Inc.	(10)	L +	3.75%	8.05%	8/31/2026	4,823		4,645		4,774		3.61
								16,265		16,305		12.34
Health Care Technology
athenahealth, Inc.	(7)(9)	SOFR +	3.50%	7.82%	2/15/2029	3,577		3,197		3,189		2.41
Netsmart Technologies, Inc.	(10)	L +	4.00%	8.38%	10/1/2027	4,439		4,325		4,286		3.24
Verscend Holding Corp.	(8)	L +	4.00%	8.38%	8/27/2025	4,090		4,077		4,072		3.08
Waystar Technologies, Inc.	(8)	L +	4.00%	8.38%	10/22/2026	4,189		4,132		4,126		3.12
								15,731		15,673		11.85

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BCRED Verdelite JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Hotels, Restaurants & Leisure
Alterra Mountain Company	(9)	L +	3.50%	7.88%	8/17/2028	$	5,336	$	5,284	$	5,285	4.00	%
Fertitta Entertainment, LLC	(9)	SOFR +	4.00%	8.32%	1/27/2029	4,289		4,155		4,087		3.09
IRB Holding Corp.	(10)	SOFR +	3.00%	7.32%	12/15/2027	4,100		4,006		3,985		3.01
Mic Glen, LLC	(9)	L +	3.50%	7.88%	7/21/2028	4,450		4,291		4,244		3.21
Tacala Investment Corp.	(10)	L +	3.50%	7.88%	2/5/2027	4,089		3,947		3,943		2.98
Twin River Worldwide Holdings, Inc.	(9)	L +	3.25%	7.54%	10/2/2028	3,491		3,366		3,240		2.45
Whatabrands, LLC	(9)	L +	3.25%	7.63%	8/3/2028	3,591		3,494		3,479		2.63
								28,543		28,263		21.37
Household Durables
AI Aqua Merger Sub, Inc.	(9)	SOFR +	3.75%	7.97%	7/31/2028	5,337		5,146		5,040		3.81
Industrial Conglomerates
FCG Acquisitions, Inc.	(9)	L +	3.75%	8.48%	3/31/2028	4,987		4,785		4,755		3.60
SPX Flow, Inc.	(9)	SOFR +	4.50%	8.92%	4/5/2029	2,594		2,470		2,429		1.84
Vertical US Newco, Inc.	(9)	L +	3.50%	6.87%	7/30/2027	5,337		5,143		5,149		3.89
								12,398		12,333		9.33
Insurance
Acrisure LLC	(9)	L +	4.25%	8.63%	2/15/2027	666		636		646		0.49
Acrisure LLC	(9)	L +	3.75%	8.13%	2/15/2027	2,992		2,828		2,850		2.16
Alliant Holdings Intermediate, LLC	(8)	L +	3.25%	7.63%	5/9/2025	712		700		704		0.53
Alliant Holdings Intermediate, LLC	(9)	L +	3.50%	7.85%	11/6/2027	2,893		2,822		2,831		2.14
AssuredPartners, Inc.	(9)	L +	3.50%	7.88%	2/12/2027	5,312		5,130		5,157		3.90
Baldwin Risk Partners, LLC	(9)	L +	3.50%	7.79%	10/14/2027	5,336		5,284		5,216		3.95
BroadStreet Partners, Inc.	(8)	L +	3.00%	7.38%	1/27/2027	5,336		5,179		5,185		3.92
Howden Group Holdings Limited	(10)	L +	3.25%	7.69%	11/12/2027	5,336		5,235		5,206		3.94
HUB International Limited	(10)	L +	3.25%	7.53%	4/25/2025	4,987		4,930		4,949		3.74
NFP Corp.	(8)	L +	3.25%	7.63%	2/15/2027	5,336		5,123		5,117		3.87
								37,867		37,861		28.64
Interactive Media & Services
MH Sub I, LLC	(11)	L +	3.75%	8.13%	9/13/2024	5,336		5,249		5,197		3.93
Project Boost Purchaser, LLC	(9)	L +	3.50%	7.88%	5/30/2026	4,090		3,981		3,954		2.99
								9,230		9,151		6.92
IT Services
Dcert Buyer, Inc.	(8)	SOFR +	4.00%	8.70%	10/16/2026	4,089		3,965		3,960		3.00
Endurance International Group Holdings, Inc.	(10)	L +	3.50%	7.72%	2/10/2028	3,591		3,249		3,241		2.45
Virtusa Corp.	(10)	L +	3.75%	8.13%	2/11/2028	4,090		4,030		3,959		2.99
								11,244		11,160		8.44
Leisure Products
Motion Finco, LLC	(8)	L +	3.25%	7.98%	11/12/2026	2,804		2,722		2,682		2.03
Life Sciences Tools & Services
Curia Global, Inc.	(10)	L +	3.75%	8.16%	8/30/2026	4,289		3,870		3,553		2.69
LSCS Holdings, Inc.	(9)	L +	4.50%	8.88%	12/16/2028	2,481		2,379		2,377		1.80
Packaging Coordinators Midco, Inc.	(10)	L +	3.50%	8.23%	11/30/2027	4,090		3,992		3,889		2.94
								10,241		9,819		7.43
Machinery
Pro Mach Group, Inc.	(11)	L +	4.00%	8.38%	8/31/2028	4,289		4,216		4,181		3.16
Titan Acquisition Ltd.	(8)	L +	3.00%	5.88%	3/28/2025	2,992		2,856		2,803		2.12
								7,072		6,984		5.28
Media
Radiate Holdco, LLC	(10)	L +	3.25%	7.63%	9/25/2026	2,992		2,742		2,445		1.85

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BCRED Verdelite JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Oil, Gas & Consumable Fuels
CQP Holdco, LP	(9)	L +	3.75%	8.48%	6/5/2028	$	5,336	$	5,304	$	5,320	4.02	%
Professional Services
APFS Staffing Holdings, Inc.	(4)(9)	SOFR +	4.00%	8.09%	12/29/2028	3,970		3,860		3,801		2.88
Aqgen Island Holdings, Inc.	(9)	L +	3.50%	8.25%	8/2/2028	4,289		4,174		4,109		3.11
Camelot US Acquisition LLC	(4)(11)	SOFR +	3.00%	7.38%	10/30/2026	4,300		4,252		4,241		3.21
Cast & Crew Payroll, LLC	(8)	L +	3.50%	7.88%	2/9/2026	3,541		3,505		3,499		2.65
Deerfield Dakota Holding, LLC	(11)	SOFR +	3.75%	8.07%	4/9/2027	5,311		5,159		4,974		3.76
Inmar, Inc.	(11)	L +	4.00%	8.73%	5/1/2024	4,089		3,751		3,732		2.82
National Intergovernmental Purchasing Alliance Co.	(8)	SOFR +	3.50%	8.08%	5/23/2025	722		716		714		0.54
VT Topco, Inc.	(7)(10)	L +	3.75%	8.13%	8/1/2025	3,878		3,811		3,766		2.85
								29,228		28,836		21.82
Software
Apex Group Treasury, LLC	(9)	L +	3.75%	8.26%	7/27/2028	3,591		3,456		3,438		2.60
Apttus Corp.	(10)	L +	4.25%	8.66%	5/8/2028	3,600		3,427		3,384		2.56
Boxer Parent Company, Inc.	(8)	L +	3.75%	8.13%	10/2/2025	3,589		3,494		3,445		2.61
Cloudera, Inc.	(9)	L +	3.75%	8.13%	10/8/2028	3,600		3,419		3,406		2.58
ConnectWise, LLC	(9)	L +	3.50%	7.88%	9/29/2028	3,566		3,434		3,397		2.57
Cornerstone OnDemand, Inc.	(9)	L +	3.75%	8.13%	10/16/2028	2,194		1,974		1,970		1.49
ECI Macola Max Holding, LLC	(10)	L +	3.75%	8.48%	11/9/2027	3,541		3,461		3,408		2.58
Epicor Software Corp.	(10)	L +	3.25%	7.63%	7/30/2027	3,591		3,507		3,456		2.61
GI Consilio Parent, LLC	(9)	L +	4.00%	8.38%	5/12/2028	2,145		2,045		2,034		1.54
Greeneden U.S. Holdings II, LLC	(10)	L +	4.00%	8.38%	12/1/2027	3,600		3,557		3,464		2.62
HS Purchaser, LLC	(10)	SOFR +	4.00%	8.19%	11/19/2026	3,591		3,262		3,247		2.46
Idera, Inc.	(10)	L +	3.75%	7.50%	3/2/2028	2,145		2,043		2,028		1.53
Mitnick Purchaser, Inc.	(9)	SOFR +	4.75%	8.94%	5/2/2029	4,439		4,302		4,170		3.15
NortonLifeLock, Inc.	(9)	SOFR +	2.00%	6.42%	9/12/2029	5,350		5,318		5,271		3.99
Project Alpha Intermediate Holding, Inc.	(8)	L +	4.00%	8.39%	4/26/2024	4,439		4,359		4,341		3.28
RealPage, Inc.	(9)	L +	3.00%	7.38%	4/24/2028	5,312		5,113		5,062		3.83
Rocket Software, Inc.	(8)	L +	4.25%	8.63%	11/28/2025	3,591		3,501		3,461		2.62
S2P Acquisition Borrower, Inc.	(8)	SOFR +	4.00%	8.32%	8/14/2026	3,591		3,493		3,498		2.65
Sophia, LP	(9)	L +	3.50%	8.23%	10/7/2027	5,336		5,173		5,163		3.91
Sovos Compliance, LLC	(9)	L +	4.50%	8.88%	8/11/2028	3,591		3,518		3,317		2.51
Surf Holdings, LLC	(8)	L +	3.50%	8.23%	3/5/2027	3,591		3,546		3,491		2.64
Symphony Technology Group	(5)(10)	L +	4.75%	9.17%	7/27/2028	3,600		3,280		3,099		2.34
Symphony Technology Group	(5)(9)	SOFR +	3.75%	7.97%	3/1/2029	3,591		3,430		3,352		2.54
The Ultimate Software Group, Inc.	(9)	L +	3.25%	7.00%	5/4/2026	5,386		5,245		5,137		3.89
TransDigm Inc	(12)	SOFR +	6.15%	10.47%	2/22/2027	187		184		187		0.14
Vision Solutions, Inc.	(10)	L +	4.00%	8.36%	4/24/2028	2,194		1,865		1,823		1.38
								89,406		88,049		66.62

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BCRED Verdelite JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Specialty Retail
EG America, LLC	(9)	L +	4.25%	8.98%	3/31/2026	$	4,443	$	4,092	$	4,173	3.16	%
Trading Companies & Distributors
Icebox Holdco III, Inc.	(9)	L +	3.50%	8.23%	12/22/2028	2,145		2,008		1,986		1.50
SRS Distribution, Inc.	(9)	SOFR +	3.50%	7.88%	6/2/2028	4,100		3,924		3,930		2.97
								5,932		5,916		4.47
Wireless Telecommunication Services
CCI Buyer, Inc.	(10)	SOFR +	4.00%	8.58%	12/17/2027	4,489		4,378		4,300		3.25
Total First Lien Debt								495,472		490,615		371.11
Total Investment Portfolio								495,472		490,615		371.11
Cash and Cash Equivalents
Other Cash and Cash Equivalents								2,767		2,767		2.09
Total Portfolio Investments, Cash and Cash Equivalents								$	498,239	$	493,382	373.20	%

(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 (in thousands) is presented for debt investments, while the number of shares or units (in whole amounts) 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 December 31, 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.

(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
athenahealth, Inc.	Delayed Draw Term Loan	2/15/2029	$	515	$	—
Pediatric Associates Holding Co., LLC	Delayed Draw Term Loan	12/29/2028	43		—
VT Topco, Inc.	Delayed Draw Term Loan	8/1/2025	112		—
Total Unfunded Commitments			$	670	$	—

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

(9) The interest rate floor on these investments as of December 31, 2022 was 0.50%.

(10) The interest rate floor on these investments as of December 31, 2022 was 0.75%.

(11) The interest rate floor on these investments as of December 31, 2022 was 1.00%.

(12) The interest rate floor on these investments as of December 31, 2022 was 1.25%.

(13) The interest rate floor on these investments as of December 31, 2022 was 1.50%.

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The following table presents the selected consolidated statements of assets and liabilities information of the Verdelite JV as of September 30, 2023 and December 31, 2022 ~~respectively.~~(Unaudited):

~~(2)Computed~~


	September 30, 2023		December 31, 2022
ASSETS
Investments at fair value (cost of $427,437 and $495,472 at September 30, 2023 and December 31, 2022, respectively)	$	433,763	$	490,615
Cash and cash equivalents	7,910		2,767
Interest receivable	2,713		4,539
Receivable for investments sold	7,600		1,624
Deferred financing costs	159		—

Total assets	$	452,145	$	499,545
LIABILITIES
Debt	$	262,600	$	365,000
Distribution payable	17,825		—
Interest payable and other liabilities	29,481		2,342
Total liabilities	309,906		367,342
MEMBERS’ EQUITY
Members’ Equity	142,239		132,203
Total Members’ Equity	142,239		132,203
Total liabilities and members’ equity	$	452,145	$	499,545

The following table presents the selected consolidated statements of operations information of the Verdelite JV for the three and nine months ended September 30, 2023 (Unaudited):


	For the three months ended September 30, 2023		For the nine months ended September 30, 2023
Investment income:
Interest income	$	10,965	$	32,578
Other income	62		176
Total investment income	11,027		32,754
Expenses:
Interest expense	6,478		17,604
Other expenses	474		624
Total expenses	6,952		18,228
Net investment income before taxes	4,075		14,526
Tax Expense	—		—
Net investment income after taxes	4,075		14,526
Net realized and change in unrealized gain (loss) on investments and other transactions
Net unrealized gain (loss)	2,313		11,183
Net realized gain (loss)	724		2,152
Total net realized and change in unrealized gain (loss) on investments	3,037		13,335
Net increase (decrease) in net assets resulting from operations	$	7,112	$	27,861

Note 12. Subsequent Events

The Company’s management evaluated subsequent events through the date of issuance of the condensed 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 condensed consolidated financial statements as ~~(a) the annual stated interest rate or yield plus the annual accretion~~ of ~~discounts or less the annual amortization of premiums,~~September 30, 2023, except 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.discussed below.

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October Subscriptions and Distribution Declaration

The Company received approximately $857.4 million of net proceeds, inclusive of distributions reinvested through the Company's distribution reinvestment plan, relating to the issuance of Class I shares, Class S shares, and Class D shares for subscriptions effective October 1, 2023.

On October 18, 2023, the Company’s Board declared net distributions of $0.2200 per Class I share, $0.2021 per Class S share, and $0.2147 per Class D share, which is payable on November 27, 2023 to shareholders of record as of October 31, 2023.

November Subscriptions

Through to the date of issuance of the condensed consolidated financial statements the Company received approximately $931.2 million of subscriptions, inclusive of distributions reinvested through the Company's distribution reinvestment plan, relating to the issuance of Class I shares, Class S shares, and Class D shares effective November 1, 2023.

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

BCRED Verdelite JV

BCRED Verdelite JV LP (“Verdelite JV”), a Delaware limited liability company, was formed as a joint venture between the Company and an entity managed by an alternative credit management investment firm with a specialized focus on structured and syndicated credit, including CLO management (the “VerdeliteJV Partner”), and commenced operations on October 21, 2022 and operates under a limited liability company agreement. The Verdelite JV’s principal purpose is to make investments, primarily in broadly syndicated loans.

The Company and the Verdelite JV Partner may, from time-to-time, make additional contributions of capital or may receive returns of capital from the Verdelite JV. As of September 30, 2023 and December 31, 2022, the Company had contributed $117.7 million and the Verdelite JV Partner had contributed $16.8 million of capital, respectively, and $29.3 million and $4.2 million of capital remained uncalled from the Company and the Verdelite JV Partner, respectively. As of September 30, 2023 and December 31, 2022, the Company and the Verdelite JV Partner’s initial equity ownership interests are 87.5% and 12.5%, respectively.

The Company's investment in the Verdelite JV is disclosed on the Company’s Condensed Consolidated Schedule of Investments as of September 30, 2023 and December 31, 2022.

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The following table presents the consolidated schedule of investments of the Verdelite JV as of September 30, 2023:


BCRED Verdelite JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt
Aerospace & Defense
Amentum Government Services Holdings, LLC	(8)	SOFR +	4.00%	9.43%	1/29/2027	$	421	$	418	$	419	0.29	%
Atlas CC Acquisition Corp.	(10)	SOFR +	4.25%	9.93%	5/25/2028	450		418		423		0.30
Atlas CC Acquisition Corp.	(10)	SOFR +	4.25%	9.93%	5/25/2028	2,214		2,058		2,079		1.46
Avolon TLB Borrower 1 US LLC	(9)	SOFR +	2.50%	7.82%	6/22/2028	2,758		2,732		2,761		1.94
LSF11 Trinity Bidco Inc	(4)(8)	SOFR +	4.50%	9.83%	6/14/2030	1,959		1,931		1,959		1.38
Peraton Corp.	(10)	SOFR +	3.75%	9.17%	2/1/2028	4,046		3,980		4,043		2.84
Vertex Aerospace Services Corp.	(10)	SOFR +	3.50%	8.92%	12/6/2028	3,061		3,032		3,066		2.16
								14,569		14,750		10.37
Air Freight & Logistics
Forward Air Corporation	(10)	SOFR +	4.50%	9.90%	9/20/2030	3,000		2,880		2,935		2.06
The Kenan Advantage Group, Inc.	(10)	SOFR +	4.18%	9.48%	3/24/2026	3,563		3,493		3,559		2.50
								6,373		6,494		4.56
Airlines
KKR Apple Bidco, LLC	(9)	SOFR +	4.00%	9.32%	9/22/2028	2,430		2,407		2,431		1.71
United Airlines, Inc.	(10)	SOFR +	3.75%	9.18%	4/21/2028	2,755		2,734		2,764		1.94
								5,141		5,195		3.65
Auto Components
Clarios Global LP	(8)	SOFR +	3.75%	9.07%	5/6/2030	2,921		2,907		2,919		2.05
Metis Buyer, Inc.	(10)	SOFR +	4.00%	9.43%	5/4/2028	992		960		991		0.70
Belron Finance US LLC	(9)	SOFR +	2.75%	8.16%	4/18/2029	760		756		761		0.54
First Brands Group, LLC	(11)	SOFR +	5.00%	10.88%	3/30/2027	1,330		1,291		1,316		0.93
Phinia Inc	(8)	SOFR +	4.00%	9.49%	7/3/2028	1,750		1,684		1,754		1.23
								7,598		7,741		5.45
Beverages
Triton Water Holdings, Inc.	(9)	SOFR +	3.25%	8.90%	3/31/2028	2,467		2,299		2,410		1.69
Building Products
Griffon Corporation	(9)	SOFR +	2.25%	7.79%	1/24/2029	1,184		1,172		1,185		0.83
Oscar AcquisitionCo LLC	(9)	SOFR +	4.50%	9.99%	4/29/2029	3,828		3,711		3,806		2.68
Tamko Building Product, LLC	(8)	SOFR +	3.50%	8.90%	9/20/2030	787		783		784		0.55
The Chamberlain Group, Inc.	(9)	SOFR +	3.25%	8.67%	11/3/2028	3,566		3,376		3,518		2.47
								9,042		9,293		6.53
Capital Markets
Advisor Group Holdings, Inc.	(8)	SOFR +	4.50%	9.82%	8/17/2028	4,072		4,065		4,075		2.86
Focus Financial Partners LLC	(9)	SOFR +	3.50%	8.82%	6/30/2028	2,020		1,992		2,021		1.42
The Edelman Financial Engines Center, LLC	(10)	SOFR +	3.50%	8.94%	4/7/2028	2,722		2,636		2,698		1.90
								8,693		8,794		6.18
Chemicals
Starfruit Finco BV	(8)	SOFR +	4.00%	9.35%	4/3/2028	796		789		788		0.55

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BCRED Verdelite JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Commercial Services & Supplies
Access CIG, LLC	(9)	SOFR +	5.00%	10.32%	8/18/2028	$	3,766	$	3,586	$	3,723	2.62	%
Allied Universal Holdco, LLC	(9)	SOFR +	3.75%	9.17%	5/12/2028	2,566		2,456		2,483		1.75
Allied Universal Holdco, LLC	(9)	SOFR +	4.75%	10.07%	5/12/2028	2,000		1,943		1,975		1.39
Anticimex, Inc.	(9)	SOFR +	3.15%	8.45%	11/16/2028	3,413		3,347		3,395		2.39
APX Group, Inc.	(9)	SOFR +	3.25%	8.69%	7/10/2028	3,311		3,179		3,315		2.33
Covanta Holding Corp	(9)	SOFR +	3.00%	8.33%	11/30/2028	1,042		1,032		1,041		0.73
DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	3.75%	9.18%	3/31/2028	3,957		3,833		3,896		2.74
EAB Global, Inc.	(9)	SOFR +	3.50%	8.87%	8/16/2028	3,560		3,468		3,540		2.49
Energizer Holdings Inc	(9)	SOFR +	3.75%	9.18%	12/8/2028	3,564		3,429		3,529		2.48
Garda World Security Corp.	(8)	SOFR +	4.25%	9.75%	10/30/2026	2,350		2,285		2,352		1.65
Genuine Financial Holdings, LLC	(8)	SOFR +	4.00%	9.40%	9/20/2030	2,000		1,970		1,985		1.40
								30,528		31,234		21.97
Construction & Engineering
Refficiency Holdings, LLC	(10)	SOFR +	3.75%	9.17%	12/16/2027	3,465		3,382		3,456		2.43
Construction Materials
White Cap Buyer, LLC	(9)	SOFR +	3.75%	9.07%	10/19/2027	3,620		3,518		3,617		2.54
Containers & Packaging
Berlin Packaging, LLC	(9)	SOFR +	3.75%	9.19%	3/11/2028	3,512		3,433		3,480		2.45
Charter NEX US, Inc.	(10)	SOFR +	3.75%	9.18%	12/1/2027	3,817		3,763		3,787		2.66
Novolex, Inc.	(9)	SOFR +	4.18%	9.59%	4/13/2029	3,808		3,736		3,761		2.64
ProAmpac PG Borrower, LLC	(10)	SOFR +	4.50%	9.90%	9/26/2028	5,110		5,059		5,093		3.58
Ring Container Technologies Group, LLC	(9)	SOFR +	3.50%	8.93%	8/12/2028	2,134		2,121		2,136		1.50
TricorBraun Holdings, Inc.	(9)	SOFR +	3.25%	8.68%	3/3/2028	3,560		3,436		3,499		2.46
Trident TPI Holdings, Inc.	(9)	SOFR +	4.00%	9.65%	9/15/2028	3,311		3,209		3,305		2.32
								24,757		25,061		17.61
Distributors
Fastlane Parent Co Inc	(4)(9)	SOFR +	4.50%	9.90%	9/4/2028	1,782		1,755		1,765		1.24
Diversified Consumer Services
Ascend Learning, LLC	(9)	SOFR +	3.50%	8.92%	12/11/2028	3,168		3,040		3,029		2.13
Colibri Group, LLC	(10)	SOFR +	5.00%	10.45%	3/12/2029	3,758		3,644		3,716		2.61
Pre-Paid Legal Services, Inc.	(9)	SOFR +	3.50%	8.93%	12/15/2028	3,306		3,252		3,279		2.31
Spring Education Group, Inc.	(4)(8)	SOFR +	4.50%	9.89%	9/29/2030	3,421		3,379		3,379		2.38
TruGreen Limited Partnership	(10)	SOFR +	4.00%	9.42%	11/2/2027	275		255		262		0.18
University Support Services, LLC	(9)	SOFR +	3.25%	8.67%	2/10/2029	3,564		3,519		3,539		2.49
Weld North Education, LLC	(9)	SOFR +	3.75%	9.18%	12/21/2027	4,058		4,024		3,987		2.80
								21,113		21,191		14.90
Diversified Financial Services
Mitchell International, Inc.	(9)	SOFR +	3.75%	9.18%	10/15/2028	2,970		2,811		2,926		2.06
Polaris Newco, LLC	(9)	SOFR +	4.00%	9.43%	6/2/2028	2,286		2,198		2,195		1.54
Sedgwick Claims Management Services, Inc.	(8)	SOFR +	3.75%	9.07%	2/24/2028	2,972		2,946		2,970		2.09
								7,955		8,091		5.69
Diversified Telecommunication Services
Numericable US, LLC	(8)	SOFR +	5.50%	10.81%	8/15/2028	3,779		3,719		3,432		2.41
Zacapa, LLC	(9)	SOFR +	4.00%	9.39%	3/22/2029	3,560		3,458		3,540		2.49
								7,177		6,972		4.90

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BCRED Verdelite JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Electrical Equipment
Madison IAQ, LLC	(9)	SOFR +	3.25%	8.69%	6/21/2028	$	2,074	$	1,975	$	2,044	1.44	%
Electronic Equipment, Instruments & Components
Infinite Bidco, LLC	(9)	SOFR +	3.75%	9.18%	3/2/2028	2,680		2,586		2,636		1.85
Entertainment
Recorded Books, Inc.	(8)	SOFR +	4.00%	9.32%	8/29/2025	2,068		2,048		2,071		1.46
Food Products
CHG PPC Parent LLC	(9)	SOFR +	3.00%	8.43%	12/8/2028	2,985		2,901		2,972		2.09
Ground Transportation
Uber Technologies, Inc.	(8)	SOFR +	2.75%	8.16%	3/3/2030	2,436		2,430		2,437		1.71
Health Care Equipment & Supplies
Auris Luxembourg III Sarl	(8)	L +	3.75%	9.12%	2/27/2026	2,152		2,002		2,103		1.48
Resonetics, LLC	(10)	SOFR +	4.00%	9.63%	4/28/2028	3,569		3,465		3,515		2.47
Sunshine Luxembourg VII S.à r.l, LLC	(10)	SOFR +	3.75%	9.24%	10/1/2026	3,782		3,697		3,781		2.66
								9,164		9,399		6.61
Health Care Providers & Services
ADMI Corp.	(9)	SOFR +	3.75%	9.18%	12/23/2027	2,574		2,460		2,407		1.69
Electron Bidco, Inc.	(9)	SOFR +	3.00%	8.43%	11/1/2028	3,805		3,736		3,794		2.67
Heartland Dental LLC	(10)	SOFR +	5.00%	10.33%	4/28/2028	2,977		2,867		2,950		2.07
LifePoint Health, Inc.	(8)	SOFR +	3.75%	9.38%	11/16/2025	4,290		4,077		4,288		3.01
Pediatric Associates Holding Co., LLC	(9)	SOFR +	3.25%	8.57%	12/29/2028	649		638		634		0.45
								13,778		14,073		9.89
Health Care Technology
athenahealth, Inc.	(9)	SOFR +	3.25%	8.57%	2/15/2029	3,550		3,275		3,493		2.46
Netsmart Technologies, Inc.	(10)	SOFR +	4.00%	9.43%	10/1/2027	2,916		2,853		2,921		2.05
Verscend Holding Corp.	(8)	SOFR +	4.00%	9.43%	8/27/2025	3,560		3,552		3,565		2.51
Waystar Technologies, Inc.	(8)	SOFR +	4.00%	9.43%	10/22/2026	3,658		3,618		3,667		2.58
								13,298		13,646		9.60
Hotels, Restaurants & Leisure
Alterra Mountain Company	(9)	SOFR +	3.50%	8.93%	8/17/2028	2,309		2,289		2,310		1.62
Caesars Entertainment Inc	(9)	SOFR +	3.25%	8.67%	2/6/2030	1,624		1,609		1,626		1.14
Fertitta Entertainment, LLC	(9)	SOFR +	4.00%	9.32%	1/27/2029	2,768		2,692		2,745		1.93
Fogo de Chao, Inc.	(9)	SOFR +	4.75%	10.15%	9/20/2030	545		534		535		0.38
IRB Holding Corp.	(10)	SOFR +	3.00%	8.42%	12/15/2027	3,570		3,501		3,562		2.50
Mic Glen, LLC	(9)	SOFR +	3.25%	8.68%	7/21/2028	3,413		3,307		3,384		2.38
New Red Finance, Inc.	(8)	SOFR +	2.25%	7.57%	9/20/2030	925		921		923		0.65
Tacala Investment Corp.	(10)	SOFR +	4.00%	9.43%	2/5/2027	3,558		3,457		3,551		2.50
Whatabrands, LLC	(9)	SOFR +	3.00%	8.43%	8/3/2028	3,564		3,481		3,555		2.50
								21,791		22,191		15.60
Household Durables
AI Aqua Merger Sub, Inc.	(9)	SOFR +	3.75%	9.08%	7/31/2028	3,808		3,690		3,775		2.65
Independent Power and Renewable Electricity Producers
Generation Bridge Northeast LLC	(8)	SOFR +	4.25%	9.57%	8/22/2029	2,154		2,133		2,157		1.52

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BCRED Verdelite JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Industrial Conglomerates
FCG Acquisitions, Inc.	(9)	SOFR +	3.75%	9.40%	3/31/2028	$	3,957	$	3,819	$	3,929	2.76	%
SPX Flow, Inc.	(9)	SOFR +	4.50%	9.92%	4/5/2029	2,266		2,170		2,264		1.59
Vertical US Newco, Inc.	(9)	SOFR +	3.50%	9.38%	7/30/2027	2,815		2,730		2,812		1.98
								8,719		9,005		6.33
Insurance
AmWINS Group, Inc	(10)	SOFR +	2.75%	8.18%	2/19/2028	940		931		940		0.66
AssuredPartners, Inc.	(9)	SOFR +	3.50%	8.93%	2/12/2027	2,282		2,218		2,283		1.61
Baldwin Risk Partners, LLC	(9)	SOFR +	3.50%	8.92%	10/14/2027	3,805		3,773		3,781		2.66
BroadStreet Partners, Inc.	(8)	SOFR +	4.00%	9.32%	1/27/2029	3,304		3,265		3,308		2.33
BroadStreet Partners, Inc.	(8)	SOFR +	3.00%	8.43%	1/27/2027	3,311		3,231		3,300		2.32
Howden Group Holdings Limited	(9)	SOFR +	4.00%	9.32%	4/18/2030	2,430		2,339		2,433		1.71
Howden Group Holdings Limited	(10)	L +	3.25%	8.69%	11/12/2027	3,804		3,743		3,798		2.67
NFP Corp.	(8)	SOFR +	3.25%	8.68%	2/15/2027	3,311		3,202		3,275		2.30
USI, Inc.	(8)	SOFR +	3.25%	8.64%	9/14/2030	338		337		338		0.24
USI, Inc.	(9)	SOFR +	3.25%	8.66%	9/29/2030	676		675		676		0.48
								23,714		24,132		16.98
Interactive Media & Services
MH Sub I, LLC	(9)	SOFR +	4.25%	9.57%	5/3/2028	3,990		3,897		3,867		2.72
MH Sub I, LLC	(11)	SOFR +	3.75%	9.18%	9/13/2024	1,105		1,095		1,107		0.78
Project Boost Purchaser, LLC	(9)	SOFR +	3.50%	8.93%	5/30/2026	4,058		3,974		4,060		2.85
								8,966		9,034		6.35
IT Services
Dcert Buyer, Inc.	(8)	SOFR +	4.00%	9.32%	10/16/2026	2,073		2,023		2,064		1.45
Endurance International Group Holdings, Inc.	(10)	L +	3.50%	8.79%	2/10/2028	2,075		1,906		2,021		1.42
Virtusa Corp.	(10)	L +	3.75%	9.33%	2/11/2028	4,058		4,008		4,040		2.84
World Wide Technology Holding Co, LLC	(9)	SOFR +	3.25%	8.68%	3/1/2030	1,008		999		1,010		0.71
								8,936		9,135		6.42
Leisure Products
Motion Finco, LLC	(8)	SOFR +	3.25%	8.90%	11/12/2026	2,557		2,497		2,555		1.80
Recess Holdings, Inc.	(11)	SOFR +	4.00%	9.38%	3/17/2027	603		597		603		0.42
								3,094		3,158		2.22
Life Sciences Tools & Services
LSCS Holdings, Inc.	(9)	SOFR +	4.50%	9.93%	12/16/2028	2,462		2,374		2,432		1.71
Packaging Coordinators Midco, Inc.	(10)	SOFR +	3.50%	9.15%	11/30/2027	3,560		3,488		3,550		2.50
								5,862		5,982		4.21
Machinery
Pro Mach Group, Inc.	(11)	SOFR +	4.00%	9.43%	8/31/2028	3,758		3,664		3,766		2.65
Media
Radiate Holdco, LLC	(10)	SOFR +	3.25%	8.68%	9/25/2026	2,970		2,771		2,440		1.72
Virgin Media Bristol, LLC	(8)	SOFR +	3.25%	8.31%	3/31/2031	2,727		2,702		2,667		1.88
								5,473		5,107		3.60
Metals & Mining
Arsenal AIC Parent LLC	(8)	SOFR +	4.50%	9.88%	8/18/2030	645		639		645		0.45

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BCRED Verdelite JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Oil, Gas & Consumable Fuels
CQP Holdco, LP	(9)	SOFR +	3.50%	8.99%	6/5/2028	$	3,805	$	3,785	$	3,813	2.68	%
GIP Pilot Acquisition Partners LP	(4)(8)	SOFR +	3.00%	8.41%	9/18/2030	1,122		1,116		1,121		0.79
								4,901		4,934		3.47
Professional Services
AlixPartners, LLP	(9)	SOFR +	2.75%	8.18%	2/4/2028	1,378		1,368		1,379		0.97
APFS Staffing Holdings Inc	(9)	SOFR +	4.00%	9.32%	12/29/2028	3,940		3,844		3,894		2.74
Aqgen Island Holdings, Inc.	(9)	SOFR +	3.50%	8.93%	8/2/2028	3,655		3,570		3,630		2.55
Camelot US Acquisition, LLC	(11)	SOFR +	3.00%	8.43%	10/30/2026	3,102		3,074		3,100		2.18
Cast & Crew Payroll, LLC	(8)	SOFR +	3.50%	8.93%	2/9/2026	3,513		3,486		3,508		2.47
Deerfield Dakota Holding, LLC	(11)	SOFR +	3.75%	9.14%	4/9/2027	2,782		2,716		2,719		1.91
EP Purchaser, LLC	(9)	SOFR +	3.50%	9.15%	11/6/2028	491		470		486		0.34
Inmar, Inc.	(11)	SOFR +	5.50%	10.82%	5/1/2026	2,078		2,013		2,067		1.45
OMNIA Partners LLC	(7)(8)	SOFR +	4.25%	9.60%	7/25/2030	2,187		2,164		2,193		1.54
VT Topco, Inc.	(9)	SOFR +	4.25%	9.66%	8/1/2025	1,036		1,026		1,038		0.73
								23,731		24,014		16.88
Real Estate Management & Development
Cushman & Wakefield US Borrower LLC	(9)	SOFR +	4.00%	9.32%	1/31/2030	1,712		1,670		1,702		1.20
Software
Apex Group Treasury, LLC	(9)	SOFR +	3.75%	9.38%	7/27/2028	3,564		3,448		3,539		2.49
Apttus Corp.	(10)	SOFR +	4.00%	9.43%	5/8/2028	3,573		3,425		3,535		2.49
Boxer Parent Company, Inc.	(8)	SOFR +	3.75%	9.18%	10/2/2025	3,558		3,489		3,558		2.50
Cloudera, Inc.	(9)	SOFR +	3.75%	9.17%	10/8/2028	2,575		2,462		2,530		1.78
ConnectWise, LLC	(9)	SOFR +	3.50%	8.93%	9/29/2028	3,539		3,425		3,490		2.45
Cornerstone OnDemand, Inc.	(9)	SOFR +	3.75%	9.18%	10/16/2028	2,178		1,988		2,074		1.46
ECI Macola Max Holding, LLC	(10)	SOFR +	3.75%	9.40%	11/9/2027	3,514		3,447		3,512		2.47
Epicor Software Corp.	(10)	SOFR +	3.25%	8.68%	7/30/2027	3,563		3,494		3,563		2.50
Epicor Software Corp.	(10)	SOFR +	3.75%	9.11%	7/30/2027	273		270		273		0.19
GI Consilio Parent, LLC	(9)	SOFR +	4.00%	9.43%	5/12/2028	2,128		2,043		2,077		1.46
Greeneden U.S. Holdings II, LLC	(10)	SOFR +	4.00%	9.43%	12/1/2027	2,575		2,549		2,580		1.81
GTCR Investors LP - A-1 Units	(9)	SOFR +	3.00%	8.40%	9/20/2030	3,335		3,319		3,336		2.35
HS Purchaser, LLC	(10)	SOFR +	4.00%	9.47%	11/19/2026	3,563		3,299		3,424		2.41
Idera, Inc.	(10)	SOFR +	3.75%	9.27%	3/2/2028	1,875		1,799		1,863		1.31
Mitnick Purchaser, Inc.	(9)	SOFR +	4.50%	9.97%	5/2/2029	3,413		3,320		3,294		2.32
NortonLifeLock, Inc.	(9)	SOFR +	2.00%	7.42%	9/12/2029	3,782		3,762		3,774		2.65
Project Alpha Intermediate Holding, Inc.	(8)	SOFR +	4.00%	9.43%	4/26/2024	4,405		4,370		4,406		3.10
Quartz Acquireco LLC	(4)(8)	SOFR +	3.50%	8.82%	6/28/2030	1,353		1,340		1,353		0.95
RealPage, Inc.	(9)	SOFR +	3.00%	8.43%	4/24/2028	2,775		2,686		2,747		1.93
Rocket Software, Inc.	(8)	SOFR +	4.25%	9.68%	11/28/2025	1,069		1,049		1,070		0.75
Rocket Software, Inc.	(9)	SOFR +	4.75%	10.14%	11/28/2028	2,605		2,566		2,570		1.81
S2P Acquisition Borrower, Inc.	(8)	SOFR +	4.00%	9.42%	8/14/2026	3,563		3,486		3,563		2.50
Sophia, LP	(9)	SOFR +	3.50%	8.82%	10/7/2027	3,311		3,225		3,308		2.33
Sovos Compliance, LLC	(9)	SOFR +	4.50%	9.93%	8/11/2028	3,564		3,501		3,513		2.47

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BCRED Verdelite JV LP Consolidated Schedule of Investments September 30, 2023 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(15)	Maturity Date	Par Amount/Units (1)		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Software (continued)
Surf Holdings, LLC	(8)	SOFR +	3.50%	8.94%	3/5/2027	$	3,563	$	3,527	$	3,560	2.50	%
Symphony Technology Group	(10)	SOFR +	5.00%	10.63%	7/27/2028	3,573		3,298		2,677		1.88
Symphony Technology Group	(9)	SOFR +	3.75%	9.18%	3/1/2029	3,564		3,424		3,487		2.45
The Ultimate Software Group, Inc.	(9)	SOFR +	3.25%	8.62%	5/4/2026	4,353		4,264		4,346		3.06
Vision Solutions, Inc.	(10)	SOFR +	4.00%	9.61%	4/24/2028	1,671		1,455		1,623		1.14
								83,730		84,645		59.51
Specialty Retail
EG America, LLC	(4)(8)	SOFR +	4.25%	9.66%	3/31/2026	741		696		741		0.52
EG America, LLC	(4)(8)	SOFR +	5.50%	10.89%	2/29/2028	949		911		921		0.65
EG America, LLC	(8)	SOFR +	4.25%	9.66%	3/31/2026	1,457		1,368		1,396		0.98
								2,975		3,058		2.15
Trading Companies & Distributors
Icebox Holdco III, Inc.	(9)	SOFR +	3.75%	9.25%	12/22/2028	2,377		2,244		2,368		1.66
SRS Distribution, Inc.	(9)	SOFR +	3.50%	8.93%	6/2/2028	3,570		3,419		3,542		2.49
Windsor Holdings III, LLC	(8)	SOFR +	4.50%	9.83%	8/1/2030	1,864		1,827		1,861		1.31
								7,490		7,771		5.46
Wireless Telecommunication Services
CCI Buyer, Inc.	(10)	SOFR +	4.00%	9.39%	12/17/2027	3,462		3,390		3,422		2.41
Total First Lien Debt								427,437		433,763		304.97
Total Investment Portfolio								427,437		433,763		304.96
Cash and Cash Equivalents
Other Cash and Cash Equivalents								7,910		7,910		5.56
Total Portfolio Investments, Cash and Cash Equivalents								$	435,347	$	441,673	310.52	%

(1)Unless otherwise indicated, all 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. As of September 30, 2023, the Company had investments denominated in Canadian Dollars (CAD), Euros (EUR), British Pounds (GBP), Swiss Francs (CHF), Danish Krone (DKK), Swedish Krona (SEK), Norwegian Krone (NOK), and New Zealand Dollars (NZD). 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 (in thousands) is presented for debt investments, while the number of shares or units (in whole amounts) 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”), Stockholm Interbank Offered Rate (“STIBOR” or “ST”), Copenhagen Interbank Offered Rate (“CIBOR" or “CI”), Norwegian Interbank Offered Rate (“NIBOR” or “N”), Swiss Average Rate Overnight (“SARON” or “SA”), New Zealand Bank Bill Reference Rate ("BKBM" or "B"), 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, 2023. Variable rate loans typically include an interest reference rate floor feature.

(6)Reserved


Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
OMNIA Partners LLC	Delayed Draw Term Loan	1/25/2024	$	205	$	—
Total unfunded commitments			$	205	$	—

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

(9)The interest rate floor on these investments as of September 30, 2023 was 0.50%.

(10)The interest rate floor on these investments as of September 30, 2023 was 0.75%.

(11)The interest rate floor on these investments as of September 30, 2023 was 1.00%.

(12)The interest rate floor on these investments as of September 30, 2023 was 1.25%.

(13)The interest rate floor on these investments as of September 30, 2023 was 1.50%.

(14)The interest rate floor on these investments as of September 30, 2023 was 2.00%.

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

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The following table presents the consolidated schedule of investments of the Verdelite JV as of December 31, 2022:


BCRED Verdelite JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
First Lien Debt
Aerospace & Defense
Amentum Government Services Holdings, LLC	(8)	L +	4.00%	8.17%	1/29/2027	$	424	$	421	$	416	0.31	%
Atlas CC Acquisition Corp.	(10)	L +	4.25%	8.98%	5/25/2028	2,684		2,465		2,273		1.72
Peraton Corp.	(10)	L +	3.75%	8.13%	2/1/2028	4,089		4,011		4,001		3.03
Vertex Aerospace Services Corp.	(10)	L +	3.50%	7.88%	12/6/2028	4,090		4,045		4,024		3.04
								10,942		10,714		8.10
Air Freight & Logistics
The Kenan Advantage Group, Inc.	(10)	L +	3.75%	8.13%	3/24/2026	3,591		3,499		3,509		2.65
Airlines
United Airlines, Inc.	(10)	L +	3.75%	8.11%	4/21/2028	4,489		4,448		4,445		3.36
Auto Components
Clarios Global LP	(5)(8)	SOFR +	3.25%	7.63%	4/30/2026	5,350		5,291		5,262		3.98
Beverages
Triton Water Holdings, Inc.	(9)	L +	3.50%	8.23%	3/31/2028	3,491		3,214		3,260		2.47
Building Products
Griffon Corporation	(9)	SOFR +	2.50%	7.01%	1/24/2029	1,258		1,243		1,238		0.94
The Chamberlain Group, Inc.	(9)	L +	3.25%	7.63%	11/3/2029	2,593		2,431		2,451		1.85
								3,674		3,689		2.79
Capital Markets
Advisor Group Holdings, Inc.	(8)	L +	4.50%	8.88%	7/31/2026	5,336		5,214		5,231		3.96
The Edelman Financial Engines Center, LLC	(10)	L +	3.50%	7.88%	4/7/2028	2,743		2,641		2,567		1.94
								7,855		7,798		5.90
Chemicals
WR Grace Holdings, LLC	(9)	L +	3.75%	8.50%	9/22/2028	3,591		3,553		3,534		2.67
Commercial Services & Supplies
Access CIG, LLC	(8)	L +	3.75%	7.82%	2/27/2025	4,289		4,166		4,210		3.18
Allied Universal Holdco, LLC	(9)	SOFR +	3.75%	8.17%	5/12/2028	3,591		3,413		3,419		2.59
Anticimex, Inc.	(9)	L +	3.50%	8.23%	11/16/2028	4,439		4,341		4,295		3.25
APX Group, Inc.	(11)	L +	3.25%	6.73%	7/10/2028	5,336		5,090		5,289		4.00
DG Investment Intermediate Holdings 2, Inc.	(10)	SOFR +	3.75%	8.07%	3/31/2028	4,987		4,805		4,782		3.62
EAB Global, Inc.	(9)	L +	3.50%	7.88%	8/16/2028	4,090		3,968		3,944		2.98
Energizer Holdings Inc	(9)	L +	3.75%	8.13%	12/8/2028	3,600		3,444		3,452		2.61
Garda World Security Corp.	(8)	L +	4.25%	8.93%	10/30/2026	5,350		5,167		5,219		3.95
Genuine Financial Holdings, LLC	(8)	L +	3.75%	8.33%	7/11/2025	3,589		3,559		3,464		2.62
								37,953		38,074		28.80
Construction & Engineering
Refficiency Holdings, LLC	(10)	L +	3.75%	7.82%	12/16/2027	3,493		3,395		3,316		2.51
Construction Materials
White Cap Buyer, LLC	(9)	SOFR +	3.75%	8.07%	10/19/2027	4,150		4,012		4,020		3.04
Containers & Packaging
Berlin Packaging, LLC	(9)	L +	3.75%	7.88%	3/11/2028	4,539		4,438		4,377		3.31
Charter NEX US, Inc.	(10)	L +	3.75%	8.13%	12/1/2027	5,350		5,261		5,207		3.94
Novolex, Inc.	(9)	SOFR +	3.93%	8.60%	4/13/2029	5,337		5,223		5,096		3.85
ProAmpac PG Borrower, LLC	(10)	L +	3.75%	7.96%	11/3/2025	4,090		3,962		3,927		2.97
Ring Container Technologies Group, LLC	(9)	L +	3.50%	7.88%	8/12/2028	2,150		2,135		2,126		1.61
TricorBraun Holdings, Inc.	(9)	L +	3.25%	7.63%	3/3/2028	4,090		3,923		3,912		2.96
Trident TPI Holdings, Inc.	(9)	L +	4.00%	7.67%	9/15/2028	5,337		5,147		5,137		3.89
								30,089		29,782		22.53

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BCRED Verdelite JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Diversified Consumer Services
Ascend Learning, LLC	(9)	L +	3.50%	7.88%	12/11/2028	$	3,192	$	3,045	$	3,026	2.29	%
Colibri Group, LLC	(10)	SOFR +	5.00%	8.87%	3/12/2029	4,289		4,141		4,014		3.04
KUEHG Corp.	(11)	L +	3.75%	8.48%	2/21/2025	4,987		4,912		4,802		3.63
Learning Care Group	(11)	L +	3.25%	7.61%	3/13/2025	4,987		4,848		4,652		3.52
Pre-Paid Legal Services, Inc.	(9)	L +	3.75%	8.13%	12/15/2028	5,337		5,236		5,144		3.89
SSH Group Holdings, Inc.	(8)	L +	4.25%	7.92%	7/30/2025	4,948		4,860		4,847		3.67
University Support Services, LLC	(9)	L +	3.25%	7.63%	2/10/2029	3,591		3,540		3,501		2.65
Weld North Education, LLC	(9)	L +	3.75%	7.72%	12/21/2027	4,090		4,049		4,017		3.04
								34,631		34,003		25.73
Diversified Financial Services
Mitchell International, Inc.	(9)	L +	3.75%	8.41%	10/15/2028	2,992		2,809		2,766		2.09
Polaris Newco, LLC	(9)	L +	4.00%	8.73%	6/2/2028	5,312		5,073		4,860		3.68
Sedgwick Claims Management Services, Inc.	(8)	L +	3.25%	7.63%	12/31/2025	4,987		4,884		4,859		3.68
								12,766		12,485		9.45
Diversified Telecommunication Services
Numericable US, LLC	(8)	L +	2.75%	7.16%	7/31/2025	2,100		1,961		1,999		1.51
Numericable US, LLC	(8)	L +	3.69%	7.77%	1/31/2026	2,200		2,048		2,044		1.55
Zacapa, LLC	(9)	SOFR +	4.25%	8.83%	3/22/2029	4,090		3,956		3,941		2.98
								7,965		7,984		6.04
Electrical Equipment
Madison IAQ, LLC	(9)	L +	3.25%	7.99%	6/21/2028	4,090		3,864		3,815		2.89
Electronic Equipment, Instruments & Components
Infinite Bidco, LLC	(9)	L +	3.25%	7.98%	3/2/2028	2,693		2,584		2,592		1.96
Presidio, Inc.	(8)	SOFR +	3.50%	7.92%	1/22/2027	3,591		3,556		3,540		2.68
								6,140		6,132		4.64
Entertainment
Recorded Books, Inc.	(8)	SOFR +	4.00%	8.32%	8/29/2025	3,600		3,552		3,530		2.67
Health Care Equipment & Supplies
Auris Luxembourg III Sarl	(8)	L +	3.75%	8.68%	2/27/2026	2,169		1,971		1,947		1.47
Resonetics, LLC	(10)	L +	4.00%	8.41%	4/28/2028	4,090		3,955		3,906		2.95
Sunshine Luxembourg VII S.à r.l, LLC	(10)	L +	3.75%	8.48%	10/1/2026	5,311		5,162		5,100		3.86
								11,088		10,953		8.28
Health Care Providers & Services
ADMI Corp.	(9)	L +	3.75%	8.13%	12/23/2027	2,593		2,459		2,369		1.79
Electron Bidco, Inc.	(9)	L +	3.00%	7.38%	11/1/2028	5,337		5,226		5,204		3.94
LifePoint Health, Inc.	(8)	L +	3.75%	8.16%	11/16/2025	3,575		3,338		3,379		2.56
Pediatric Associates Holding Co., LLC	(7)(9)	L +	3.25%	7.63%	12/29/2028	611		597		579		0.44
Surgery Centers Holdings, Inc.	(10)	L +	3.75%	8.05%	8/31/2026	4,823		4,645		4,774		3.61
								16,265		16,305		12.34
Health Care Technology
athenahealth, Inc.	(7)(9)	SOFR +	3.50%	7.82%	2/15/2029	3,577		3,197		3,189		2.41
Netsmart Technologies, Inc.	(10)	L +	4.00%	8.38%	10/1/2027	4,439		4,325		4,286		3.24
Verscend Holding Corp.	(8)	L +	4.00%	8.38%	8/27/2025	4,090		4,077		4,072		3.08
Waystar Technologies, Inc.	(8)	L +	4.00%	8.38%	10/22/2026	4,189		4,132		4,126		3.12
								15,731		15,673		11.85

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BCRED Verdelite JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Hotels, Restaurants & Leisure
Alterra Mountain Company	(9)	L +	3.50%	7.88%	8/17/2028	$	5,336	$	5,284	$	5,285	4.00	%
Fertitta Entertainment, LLC	(9)	SOFR +	4.00%	8.32%	1/27/2029	4,289		4,155		4,087		3.09
IRB Holding Corp.	(10)	SOFR +	3.00%	7.32%	12/15/2027	4,100		4,006		3,985		3.01
Mic Glen, LLC	(9)	L +	3.50%	7.88%	7/21/2028	4,450		4,291		4,244		3.21
Tacala Investment Corp.	(10)	L +	3.50%	7.88%	2/5/2027	4,089		3,947		3,943		2.98
Twin River Worldwide Holdings, Inc.	(9)	L +	3.25%	7.54%	10/2/2028	3,491		3,366		3,240		2.45
Whatabrands, LLC	(9)	L +	3.25%	7.63%	8/3/2028	3,591		3,494		3,479		2.63
								28,543		28,263		21.37
Household Durables
AI Aqua Merger Sub, Inc.	(9)	SOFR +	3.75%	7.97%	7/31/2028	5,337		5,146		5,040		3.81
Industrial Conglomerates
FCG Acquisitions, Inc.	(9)	L +	3.75%	8.48%	3/31/2028	4,987		4,785		4,755		3.60
SPX Flow, Inc.	(9)	SOFR +	4.50%	8.92%	4/5/2029	2,594		2,470		2,429		1.84
Vertical US Newco, Inc.	(9)	L +	3.50%	6.87%	7/30/2027	5,337		5,143		5,149		3.89
								12,398		12,333		9.33
Insurance
Acrisure LLC	(9)	L +	4.25%	8.63%	2/15/2027	666		636		646		0.49
Acrisure LLC	(9)	L +	3.75%	8.13%	2/15/2027	2,992		2,828		2,850		2.16
Alliant Holdings Intermediate, LLC	(8)	L +	3.25%	7.63%	5/9/2025	712		700		704		0.53
Alliant Holdings Intermediate, LLC	(9)	L +	3.50%	7.85%	11/6/2027	2,893		2,822		2,831		2.14
AssuredPartners, Inc.	(9)	L +	3.50%	7.88%	2/12/2027	5,312		5,130		5,157		3.90
Baldwin Risk Partners, LLC	(9)	L +	3.50%	7.79%	10/14/2027	5,336		5,284		5,216		3.95
BroadStreet Partners, Inc.	(8)	L +	3.00%	7.38%	1/27/2027	5,336		5,179		5,185		3.92
Howden Group Holdings Limited	(10)	L +	3.25%	7.69%	11/12/2027	5,336		5,235		5,206		3.94
HUB International Limited	(10)	L +	3.25%	7.53%	4/25/2025	4,987		4,930		4,949		3.74
NFP Corp.	(8)	L +	3.25%	7.63%	2/15/2027	5,336		5,123		5,117		3.87
								37,867		37,861		28.64
Interactive Media & Services
MH Sub I, LLC	(11)	L +	3.75%	8.13%	9/13/2024	5,336		5,249		5,197		3.93
Project Boost Purchaser, LLC	(9)	L +	3.50%	7.88%	5/30/2026	4,090		3,981		3,954		2.99
								9,230		9,151		6.92
IT Services
Dcert Buyer, Inc.	(8)	SOFR +	4.00%	8.70%	10/16/2026	4,089		3,965		3,960		3.00
Endurance International Group Holdings, Inc.	(10)	L +	3.50%	7.72%	2/10/2028	3,591		3,249		3,241		2.45
Virtusa Corp.	(10)	L +	3.75%	8.13%	2/11/2028	4,090		4,030		3,959		2.99
								11,244		11,160		8.44
Leisure Products
Motion Finco, LLC	(8)	L +	3.25%	7.98%	11/12/2026	2,804		2,722		2,682		2.03
Life Sciences Tools & Services
Curia Global, Inc.	(10)	L +	3.75%	8.16%	8/30/2026	4,289		3,870		3,553		2.69
LSCS Holdings, Inc.	(9)	L +	4.50%	8.88%	12/16/2028	2,481		2,379		2,377		1.80
Packaging Coordinators Midco, Inc.	(10)	L +	3.50%	8.23%	11/30/2027	4,090		3,992		3,889		2.94
								10,241		9,819		7.43
Machinery
Pro Mach Group, Inc.	(11)	L +	4.00%	8.38%	8/31/2028	4,289		4,216		4,181		3.16
Titan Acquisition Ltd.	(8)	L +	3.00%	5.88%	3/28/2025	2,992		2,856		2,803		2.12
								7,072		6,984		5.28
Media
Radiate Holdco, LLC	(10)	L +	3.25%	7.63%	9/25/2026	2,992		2,742		2,445		1.85

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BCRED Verdelite JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Oil, Gas & Consumable Fuels
CQP Holdco, LP	(9)	L +	3.75%	8.48%	6/5/2028	$	5,336	$	5,304	$	5,320	4.02	%
Professional Services
APFS Staffing Holdings, Inc.	(4)(9)	SOFR +	4.00%	8.09%	12/29/2028	3,970		3,860		3,801		2.88
Aqgen Island Holdings, Inc.	(9)	L +	3.50%	8.25%	8/2/2028	4,289		4,174		4,109		3.11
Camelot US Acquisition LLC	(4)(11)	SOFR +	3.00%	7.38%	10/30/2026	4,300		4,252		4,241		3.21
Cast & Crew Payroll, LLC	(8)	L +	3.50%	7.88%	2/9/2026	3,541		3,505		3,499		2.65
Deerfield Dakota Holding, LLC	(11)	SOFR +	3.75%	8.07%	4/9/2027	5,311		5,159		4,974		3.76
Inmar, Inc.	(11)	L +	4.00%	8.73%	5/1/2024	4,089		3,751		3,732		2.82
National Intergovernmental Purchasing Alliance Co.	(8)	SOFR +	3.50%	8.08%	5/23/2025	722		716		714		0.54
VT Topco, Inc.	(7)(10)	L +	3.75%	8.13%	8/1/2025	3,878		3,811		3,766		2.85
								29,228		28,836		21.82
Software
Apex Group Treasury, LLC	(9)	L +	3.75%	8.26%	7/27/2028	3,591		3,456		3,438		2.60
Apttus Corp.	(10)	L +	4.25%	8.66%	5/8/2028	3,600		3,427		3,384		2.56
Boxer Parent Company, Inc.	(8)	L +	3.75%	8.13%	10/2/2025	3,589		3,494		3,445		2.61
Cloudera, Inc.	(9)	L +	3.75%	8.13%	10/8/2028	3,600		3,419		3,406		2.58
ConnectWise, LLC	(9)	L +	3.50%	7.88%	9/29/2028	3,566		3,434		3,397		2.57
Cornerstone OnDemand, Inc.	(9)	L +	3.75%	8.13%	10/16/2028	2,194		1,974		1,970		1.49
ECI Macola Max Holding, LLC	(10)	L +	3.75%	8.48%	11/9/2027	3,541		3,461		3,408		2.58
Epicor Software Corp.	(10)	L +	3.25%	7.63%	7/30/2027	3,591		3,507		3,456		2.61
GI Consilio Parent, LLC	(9)	L +	4.00%	8.38%	5/12/2028	2,145		2,045		2,034		1.54
Greeneden U.S. Holdings II, LLC	(10)	L +	4.00%	8.38%	12/1/2027	3,600		3,557		3,464		2.62
HS Purchaser, LLC	(10)	SOFR +	4.00%	8.19%	11/19/2026	3,591		3,262		3,247		2.46
Idera, Inc.	(10)	L +	3.75%	7.50%	3/2/2028	2,145		2,043		2,028		1.53
Mitnick Purchaser, Inc.	(9)	SOFR +	4.75%	8.94%	5/2/2029	4,439		4,302		4,170		3.15
NortonLifeLock, Inc.	(9)	SOFR +	2.00%	6.42%	9/12/2029	5,350		5,318		5,271		3.99
Project Alpha Intermediate Holding, Inc.	(8)	L +	4.00%	8.39%	4/26/2024	4,439		4,359		4,341		3.28
RealPage, Inc.	(9)	L +	3.00%	7.38%	4/24/2028	5,312		5,113		5,062		3.83
Rocket Software, Inc.	(8)	L +	4.25%	8.63%	11/28/2025	3,591		3,501		3,461		2.62
S2P Acquisition Borrower, Inc.	(8)	SOFR +	4.00%	8.32%	8/14/2026	3,591		3,493		3,498		2.65
Sophia, LP	(9)	L +	3.50%	8.23%	10/7/2027	5,336		5,173		5,163		3.91
Sovos Compliance, LLC	(9)	L +	4.50%	8.88%	8/11/2028	3,591		3,518		3,317		2.51
Surf Holdings, LLC	(8)	L +	3.50%	8.23%	3/5/2027	3,591		3,546		3,491		2.64
Symphony Technology Group	(5)(10)	L +	4.75%	9.17%	7/27/2028	3,600		3,280		3,099		2.34
Symphony Technology Group	(5)(9)	SOFR +	3.75%	7.97%	3/1/2029	3,591		3,430		3,352		2.54
The Ultimate Software Group, Inc.	(9)	L +	3.25%	7.00%	5/4/2026	5,386		5,245		5,137		3.89
TransDigm Inc	(12)	SOFR +	6.15%	10.47%	2/22/2027	187		184		187		0.14
Vision Solutions, Inc.	(10)	L +	4.00%	8.36%	4/24/2028	2,194		1,865		1,823		1.38
								89,406		88,049		66.62

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BCRED Verdelite JV LP Consolidated Schedule of Investments December 31, 2022 (in thousands) (Unaudited)

Investments (1)	Footnotes	Reference Rate and Spread		Interest Rate (2)(6)	Maturity Date	Par Amount		Cost (3)		Fair Value		% of Net Assets
First Lien Debt (continued)
Specialty Retail
EG America, LLC	(9)	L +	4.25%	8.98%	3/31/2026	$	4,443	$	4,092	$	4,173	3.16	%
Trading Companies & Distributors
Icebox Holdco III, Inc.	(9)	L +	3.50%	8.23%	12/22/2028	2,145		2,008		1,986		1.50
SRS Distribution, Inc.	(9)	SOFR +	3.50%	7.88%	6/2/2028	4,100		3,924		3,930		2.97
								5,932		5,916		4.47
Wireless Telecommunication Services
CCI Buyer, Inc.	(10)	SOFR +	4.00%	8.58%	12/17/2027	4,489		4,378		4,300		3.25
Total First Lien Debt								495,472		490,615		371.11
Total Investment Portfolio								495,472		490,615		371.11
Cash and Cash Equivalents
Other Cash and Cash Equivalents								2,767		2,767		2.09
Total Portfolio Investments, Cash and Cash Equivalents								$	498,239	$	493,382	373.20	%

(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 (in thousands) is presented for debt investments, while the number of shares or units (in whole amounts) 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 December 31, 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.

(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
athenahealth, Inc.	Delayed Draw Term Loan	2/15/2029	$	515	$	—
Pediatric Associates Holding Co., LLC	Delayed Draw Term Loan	12/29/2028	43		—
VT Topco, Inc.	Delayed Draw Term Loan	8/1/2025	112		—
Total Unfunded Commitments			$	670	$	—

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

(9) The interest rate floor on these investments as of December 31, 2022 was 0.50%.

(10) The interest rate floor on these investments as of December 31, 2022 was 0.75%.

(11) The interest rate floor on these investments as of December 31, 2022 was 1.00%.

(12) The interest rate floor on these investments as of December 31, 2022 was 1.25%.

(13) The interest rate floor on these investments as of December 31, 2022 was 1.50%.

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The following table presents the selected consolidated statements of assets and liabilities information of the Verdelite JV as of September 30, 2023 and December 31, 2022 (Unaudited):


	September 30, 2023		December 31, 2022
ASSETS
Investments at fair value (cost of $427,437 and $495,472 at September 30, 2023 and December 31, 2022, respectively)	$	433,763	$	490,615
Cash and cash equivalents	7,910		2,767
Interest receivable	2,713		4,539
Receivable for investments sold	7,600		1,624
Deferred financing costs	159		—

Total assets	$	452,145	$	499,545
LIABILITIES
Debt	$	262,600	$	365,000
Distribution payable	17,825		—
Interest payable and other liabilities	29,481		2,342
Total liabilities	309,906		367,342
MEMBERS’ EQUITY
Members’ Equity	142,239		132,203
Total Members’ Equity	142,239		132,203
Total liabilities and members’ equity	$	452,145	$	499,545

The following table presents the selected consolidated statements of operations information of the Verdelite JV for the three and nine months ended September 30, 2023 (Unaudited):


	For the three months ended September 30, 2023		For the nine months ended September 30, 2023
Investment income:
Interest income	$	10,965	$	32,578
Other income	62		176
Total investment income	11,027		32,754
Expenses:
Interest expense	6,478		17,604
Other expenses	474		624
Total expenses	6,952		18,228
Net investment income before taxes	4,075		14,526
Tax Expense	—		—
Net investment income after taxes	4,075		14,526
Net realized and change in unrealized gain (loss) on investments and other transactions
Net unrealized gain (loss)	2,313		11,183
Net realized gain (loss)	724		2,152
Total net realized and change in unrealized gain (loss) on investments	3,037		13,335
Net increase (decrease) in net assets resulting from operations	$	7,112	$	27,861

Note 12. Subsequent Events

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October Subscriptions and Distribution Declaration

November Subscriptions

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

Overview and Investment Framework

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. Under normal circumstances we expect that the majority of our portfolio will be in privately originated and privately negotiated investments, predominantly direct lending to U.S. private companies through (i) first lien senior secured and unitranche loans (including first-out/last-out 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”). In limited instances we may retain the “last out” portion of a first-lien loan. In such cases, the “first out” portion of the first lien loan would receive priority with respect to payment over our “last out” position. In exchange for the higher risk of loss associated with such “last out” portion, we would earn a higher rate of interest than the “first out” position. To a lesser extent, we will also invest in publicly traded securities of large corporate issuers (“Opportunistic Credit”). We expect that the Opportunistic Credit investments will generally be liquid, and may be used for the purposes of maintaining liquidity for our share repurchase program and cash management, while also presenting an opportunity for attractive investment returns.

Key Components of Our Results of Operations

Investments

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Revenues

We generate revenues 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 payment-in-kind (“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 in the form of commitment, loan origination, structuring or diligence fees, fees for providing managerial assistance to our portfolio companies, and possibly consulting fees.

Expenses

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

Expense Support and Conditional Reimbursement Agreement

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

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Portfolio and Investment Activity

For the three months ended September 30, 2023, we acquired $2,637.9 million aggregate principal amount of investments (including $1,193.2 million of unfunded commitments), $2,540.5 million of which was first lien debt, $35.0 million of which was second lien debt, $13.6 million of which was structured finance investments and $48.8 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,
	2023			2022
Investments:
Total investments, beginning of period	$	48,426,243		$	47,141,027
New investments purchased	2,025,041			7,166,181
Payment-in-kind interest capitalized	61,272			39,819
Net accretion of discount on investments	42,422			46,758
Net realized gain (loss) on investments	(127,364)			(99,556)
Investments sold or repaid	(1,552,109)			(4,118,609)
Total investments, end of period	$	48,875,505		$	50,175,620
Amount of investments funded at principal:
First lien debt investments	$	2,028,320		$	7,508,082
Second lien debt investments	35,000			69,063
Unsecured debt	—			—
Structured finance investments	13,640			—
Equity investments and Investments in Joint Ventures (1)	42,606			1,095,622
Total	$	2,119,566		$	8,672,767
Proceeds from investments sold or repaid:
First lien debt investments	$	(1,361,713)		$	(3,852,026)
Second lien debt investments	(136,048)			(262,208)
Unsecured debt	—			(4,375)
Structured finance investments	(13,539)			—
Equity investments and Investments in Joint Ventures	(40,809)			—
Total	$	(1,552,109)		$	(4,118,609)

	September 30, 2023			December 31, 2022
Number of portfolio companies	506			532
Weighted average yield on debt and income producing investments, at cost (2)(3)	11.61		%	10.37		%
Weighted average yield on debt and income producing investments, at fair value (2)(3)	11.76		%	10.59		%
Average loan to value (LTV) (4)	42.9		%	43.6		%
Percentage of debt investments bearing a floating rate, at fair value	99.9		%	99.8		%
Percentage of debt investments bearing a fixed rate, at fair value	0.1		%	0.2		%
Percentage of assets on non-accrual (5)	0.1		%	0.1		%

(1)Includes $0.0 million and $1,092.8 million of investments in our joint ventures for the three months ended September 30, 2023 and 2022, respectively.

(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.

(3)As of September 30, 2023 and December 31, 2022, the weighted average total portfolio yield at cost was 10.93% and 9.75%, respectively. The weighted average total portfolio yield at fair value was 11.04% and 9.95%, respectively.

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(4)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.

(5)As a percentage of total amortized cost of Investments (excluding Investments in Joint Ventures). Assets on non-accrual represented 0.1% and 0.0% of total fair value of Investments (excluding Investments in Joint Ventures) as of September 30, 2023 and December 31, 2022, respectively.

As of September 30, 2023, our portfolio companies had a weighted average annual EBITDA of $215 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 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.

For additional information on our Investments, see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 4. Investments”.

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 “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.

As of September 30, 2023, the Company and the Emerald JV Partner have committed to contribute up to $2,250.0 million and $750.0 million, respectively, of capital to the Emerald JV. As of September 30, 2023 the Company had contributed $2,002.5 million and the Emerald JV Partner had contributed $667.5 million of capital and $247.5 million and $82.5 million of capital remained uncalled from the Company and the Emerald JV Partner, respectively. The Company and the Emerald JV partner own 75% and 25%, respectively, of the equity ownership interests of the Emerald JV. 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, the decision to call additional capital up to the amounts committed by the Company and the Emerald JV Partner, the decision to return capital or to make distributions, 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. The Company does not consolidate the Emerald JV.

As of September 30, 2023, the Emerald JV had total investments at fair value of $5,688.0 million. The following table is a summary of JV’s portfolio as of September 30, 2023 and December 31, 2022.


	September 30, 2023			December 31, 2022
Total senior secured debt investments at fair value	$	5,556,018		$	5,722,448
Number of portfolio companies	289			443
Weighted average yield on debt and income producing investments, at fair value (1)	11.35		%	10.88		%
Weighted average yield on debt and income producing investments, at cost (1)	11.30		%	10.72		%
Percentage of debt investments bearing a floating rate, at fair value	99.8		%	93.5		%
Percentage of debt investments bearing a fixed rate, at fair value	0.2		%	6.5		%
Percentage of assets on non-accrual (2)	0.1		%	0.2		%

(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 a percentage of total amortized cost of Investments of Emerald JV. Assets on non-accrual represented 0.1% and 0.1% of total fair value of Investments of Emerald JV as of September 30, 2023 and December 31, 2022, respectively.

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BCRED Verdelite JV

As of ~~June~~September 30, 2023, the Company and the Verdelite JV Partner have committed to contribute up to $147.0 million and $21.0 million of capital, respectively, to the Verdelite JV. The Company and the Verdelite JV partner own 87.5% and 12.5%, respectively, of the equity ownership ~~interest~~interests of the Verdelite JV. The Company and the Verdelite JV Partner, through their joint control of the Verdelite JV’s General Partner, have equal control of the Verdelite JV's investment decisions, the decision to call additional capital up to the amounts committed by the Company and the Verdelite JV Partner, the decision to return capital or to make distributions, and generally all other decisions in respect of the Verdelite JV must be approved by the Verdelite JV's investment committee or board of directors, each of which consists of an equal number of representatives of the Company and the Verdelite JV Partner. The Company does not consolidate the Verdelite JV.

As of ~~June~~September 30, 2023, the Verdelite JV had total investments at fair value of ~~$452.3~~$433.8 million. The following table is a summary of JV’s portfolio as of ~~June~~September 30, 2023 and December 31, 2022:


		June 30, 2023			December 31, 2022				September 30, 2023			December 31, 2022
Total senior secured debt investments at fair value	Total senior secured debt investments at fair value	$	452,343		$	490,615		Total senior secured debt investments at fair value	$	433,763		$	490,615
Number of portfolio companies	Number of portfolio companies	144			129			Number of portfolio companies	152			129
Weighted average yield on debt and income producing investments, at fair value ~~(2)~~(1)	Weighted average yield on debt and income producing investments, at fair value ~~(2)~~(1)	9.87		%	9.25		%	Weighted average yield on debt and income producing investments, at fair value ~~(2)~~(1)	9.97		%	9.25		%
Weighted average yield on debt and income producing investments, at cost ~~(2)~~(1)	Weighted average yield on debt and income producing investments, at cost ~~(2)~~(1)	9.96		%	9.16		%	Weighted average yield on debt and income producing investments, at cost ~~(2)~~(1)	10.12		%	9.16		%
Percentage of debt portfolio at floating interest rates (1)		100.00		%	100.00		%
Percentage of debt portfolio at fixed interest rates (1)		0.00		%	0.00		%
Percentage of debt investments bearing a floating rate, at fair value								Percentage of debt investments bearing a floating rate, at fair value	100.00		%	100.00		%
Percentage of debt investments bearing a fixed rate, at fair value								Percentage of debt investments bearing a fixed rate, at fair value	—		%	—		%
Percentage of assets on non-accrual ~~(1)~~(2)	Percentage of assets on non-accrual ~~(1)~~(2)	0.0		%	0.0		%	Percentage of assets on non-accrual ~~(1)~~(2)	—		%	—		%

(1)~~Verdelite JV had no assets on non-accrual as of June 30, 2023 and December 31, 2022.~~

~~(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.

(2)As a percentage of total amortized cost of Investments of Verdelite JV. Verdelite JV had no assets on non-accrual as of September 30, 2023 and December 31, 2022.

For additional information on the Emerald JV and Verdelite JV, including a listing of portfolio investments for each, see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 11. Joint Ventures”.

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Results of Operations

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022
Total investment income	Total investment income	$	1,407,305	$	736,837	$	2,743,047	$	1,292,523	Total investment income	$	1,456,927	$	1,044,979	$	4,199,974	$	2,337,502
Net expenses		651,528		304,338		1,290,173		522,203
Total expenses before excise tax										Total expenses before excise tax	669,049		473,797		1,959,223		996,001
Net investment income before excise tax	Net investment income before excise tax	755,777		432,499		1,452,874		770,320		Net investment income before excise tax	787,878		571,182		2,240,751		1,341,501
Excise tax expense	Excise tax expense	5,691		175		13,433		292		Excise tax expense	9,681		—		23,113		292
Net investment income after excise tax	Net investment income after excise tax	750,086		432,324		1,439,441		770,028		Net investment income after excise tax	778,197		571,182		2,217,638		1,341,209
Net unrealized appreciation (depreciation)	Net unrealized appreciation (depreciation)	12,145		(864,100)		168,328		(950,676)		Net unrealized appreciation (depreciation)	384,505		(135,308)		552,835		(1,085,983)
Net realized gain (loss)	Net realized gain (loss)	(79,425)		(13,931)		(172,108)		(11,316)		Net realized gain (loss)	(134,981)		(99,556)		(307,091)		(110,874)
Net increase (decrease) in net assets resulting from operations	Net increase (decrease) in net assets resulting from operations	$	682,806	$	(445,707)	$	1,435,661	$	(191,964)	Net increase (decrease) in net assets resulting from operations	$	1,027,721	$	336,318	$	2,463,382	$	144,352

Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. As a result, comparisons may not be meaningful.

Investment Income

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022
Interest income	Interest income	$	1,274,647	$	667,704	$	2,506,394	$	1,180,511	Interest income	$	1,310,101	$	970,341	$	3,816,495	$	2,150,852
Payment-in-kind interest income	Payment-in-kind interest income	51,664		31,373		92,484		52,792		Payment-in-kind interest income	61,432		36,734		153,916		89,526
Dividend income	Dividend income	80,610		24,312		142,788		45,123		Dividend income	84,286		25,152		227,074		70,275
Fee income	Fee income	384		13,448		1,381		14,097		Fee income	1,108		12,752		2,489		26,849
Total investment income	Total investment income	$	1,407,305	$	736,837	$	2,743,047	$	1,292,523	Total investment income	$	1,456,927	$	1,044,979	$	4,199,974	$	2,337,502

Total investment income increased to ~~$1,407.3~~$1,456.9 million for the three months ended ~~June~~September 30, 2023 from ~~$736.8~~$1,045.0 million for the same period in the prior year primarily driven by ~~our deployment of capital,~~ increased benchmark interest rates driving increased interest income from our investments and by increased dividend income from our joint ventures. ~~The size of our investment portfolio increased to $47,684.9 million at June 30, 2023 from $46,225.9 million at June 30, 2022.~~ Included in investment income for the three months ended ~~June~~September 30, 2023 is dividend income of ~~$80.6~~$84.1 million received from our Emerald JV and Verdelite JV joint ~~ventures and our investment in Specialty Lending Company LLC (“SLC”).~~ventures.

Total investment income increased to ~~$2,743.0~~$4,200.0 million for the ~~six~~nine months ended ~~June~~September 30, 2023 from ~~$1,292.5~~$2,337.5 million for the same period in the prior year primarily driven by ~~our deployment of capital,~~ increased benchmark interest rates driving increased interest income from our investments and by increased dividend income from our joint ventures. Included in investment income for the ~~six~~nine months ended ~~June~~September 30, 2023 is dividend income of ~~$142.8~~$226.9 million received from our Emerald JV and Verdelite JV joint ~~ventures and our investment in SLC.~~ventures.

While rising interest rates have favorably impacted our investment income during the three and ~~six~~nine months ended ~~June~~September 30, 2023, further interest rate increases and the resulting higher cost of capital have the potential to negatively impact the free cash flow and credit quality of certain borrowers which could impact their ability to make principal and interest payments. If such interest rate increases occur concurrently with a period of economic weakness or a slowdown in growth, our borrowers’ and/or our portfolio performance may be negatively impacted. Further, significant market dislocation as a result of changing economic conditions could limit the liquidity of certain assets traded in the credit markets, and this could impact our ability to sell such assets at attractive prices or in a timely manner.

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Expenses

Expenses were as follows (dollar amounts in thousands):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022
Interest expense	Interest expense	$	438,599	$	158,169	$	874,822	$	271,559	Interest expense	$	444,235	$	294,772	$	1,319,057	$	566,332
Management fees	Management fees	75,635		64,941		149,238		115,568		Management fees	79,728		70,984		228,966		186,552
Income based incentive fees	Income based incentive fees	109,501		62,964		210,259		111,112		Income based incentive fees	113,721		83,663		323,979		194,775
Capital gains incentive fees	Capital gains incentive fees	—		(4,557)		—		(15,059)		Capital gains incentive fees	—		—		—		(15,059)
Distribution and shareholder servicing fees	Distribution and shareholder servicing fees									Distribution and shareholder servicing fees
Class S	Class S	16,297		12,439		31,688		21,892		Class S	17,649		13,811		49,338		35,703
Class D	Class D	121		538		681		921		Class D	199		649		880		1,570
Professional fees	Professional fees	3,959		3,939		7,980		5,627		Professional fees	5,791		2,215		13,771		7,842
Board of Trustees’ fees	Board of Trustees’ fees	240		208		464		402		Board of Trustees’ fees	221		239		685		641
Administrative service expenses	Administrative service expenses	1,432		1,007		3,354		2,193		Administrative service expenses	1,741		1,897		5,095		4,090
Other general & administrative	Other general & administrative	4,728		3,476		9,372		5,846		Other general & administrative	5,403		3,918		14,776		9,764
Amortization of continuous offering costs	Amortization of continuous offering costs	1,016		1,214		2,315		2,142		Amortization of continuous offering costs	361		1,649		2,676		3,791
Total expenses (before excise tax)		$	651,528	$	304,338	$	1,290,173	$	522,203
Total expenses before excise tax										Total expenses before excise tax	669,049		473,797		1,959,223		996,001
Net investment income before excise tax										Net investment income before excise tax	787,878		571,182		2,240,751		1,341,501
Excise tax expense										Excise tax expense	9,681		—		23,113		292
Net investment income after excise tax										Net investment income after excise tax	$	778,197	$	571,182	$	2,217,638	$	1,341,209

Interest Expense

Total interest expense (including unused fees, amortization of deferred financing costs and accretion of net discounts on unsecured debt) increased to ~~$438.6~~$444.2 million for the three months ended ~~June~~September 30, 2023 compared to ~~$158.2~~$294.8 million for the same period in the prior year primarily driven by an increase in the weighted average interest rate on our borrowings, which increased to 7.12% for the three months ended September 30, 2023 from 4.17% for the same period in the prior year.

Total interest expense (including unused fees, amortization of deferred financing costs and accretion of net discounts on unsecured debt) increased to $1,319.1 million for the nine months ended September 30, 2023 compared to $566.3 million for the same period in the prior year primarily driven by increased borrowings under our credit facilities and our unsecured note and debt securitization issuances and an increase in the weighted average interest rate on our borrowings. The average principal outstanding increased to ~~$25,238.7~~$25,427.9 million for the ~~three~~nine months ended ~~June~~September 30, 2023 from ~~$21,268.1~~$22,342.7 million for the same period in the prior year in addition to an increase in our weighted average interest rate to ~~6.82%~~6.71% for the ~~three~~nine months ended ~~June~~September 30, 2023 from ~~2.86%~~3.27% for the same period in the prior year.

~~Tota~~l interest expense (including unused fees, amortization of deferred financing costs and accretion of net discounts on unsecured debt) increased to $874.8 million for the six months ended June 30, 2023 compared to $271.6 million for the same period in the prior year primarily driven by increased borrowings under our credit facilities and our unsecured note and debt securitization issuances and an increase in the weighted average interest rate on our borrowings. The average principal outstanding increased to $26,189.5 for the six months ended June 30, 2023 from $19,693.5 for the same period in the prior year in addition to an increase in our weighted average interest rate to 6.56% for the six months ended June 30, 2023 from 2.67% for the same period in the prior year.

Management Fees

Management fees increased to ~~$75.6~~$79.7 million for the three months ended ~~June~~September 30, 2023 compared to ~~$64.9~~$71.0 million for the same period in the prior year primarily due to an increase in net assets.

Management fees increased to ~~$149.2~~$229.0 million for the ~~six~~nine months ended ~~June~~September 30, 2023 compared to ~~$115.6~~$186.6 million for the same period in the prior year primarily due to an increase in net assets.

Income Based Incentive Fees

Income based incentive fees increased to ~~$109.5~~$113.7 million for the three months ended ~~June~~September 30, 2023 compared to ~~$63.0~~$83.7 million for the same period in the prior year primarily due to an increase in pre-incentive fee net investment income. Pre-incentive fee net investment income increased to ~~$876.0~~$909.8 million for the three months ended ~~June~~September 30, 2023 from ~~$503.7~~$669.3 million for the same period in the prior year.

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Income based incentive fees increased to ~~$210.3~~$324.0 million for the ~~six~~nine months ended ~~June~~September 30, 2023 compared to ~~$111.1~~$194.8 million for the same period in the prior year primarily due to an increase in pre-incentive fee net investment income. Pre-incentive fee net investment income increased to ~~$1,682.1~~$2,591.8 million for the ~~six~~nine months ended ~~June~~September 30, 2023 from ~~$888.9~~$1,558.2 million for the same period in the prior year.

Capital Gains Based Incentive Fees

We accrued no capital gains incentive fees for the three and ~~six~~nine months ended ~~June~~September 30, 2023. The accrual for any capital gains incentive fee under GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less in the prior period. If such cumulative amount is negative, then there is no accrual.

Other Expenses

Total other expenses were ~~$27.8~~$31.4 million for the three months ended ~~June~~September 30, 2023, primarily comprised of ~~$16.4~~$17.8 million of distribution and shareholder servicing fees paid with respect to Class S and Class D investors, ~~$4.0~~$5.8 million of professional fees (including legal, rating agencies, audit, tax, valuation, technology and other professional fees related to management of the Company), and ~~$4.7~~$5.4 million of general and administrative expenses (including insurance, filing, research, and fees paid to our sub-administrator and transfer agent). The increase compared to the prior year was primarily driven by the costs attributable to increased subscriptions to our Class S shares and ~~the~~ increased ~~cost of servicing a larger investment portfolio.~~professional fees.

Total other expenses were ~~$55.9~~$87.2 million for the ~~six~~nine months ended ~~June~~September 30, 2023, primarily comprised of ~~$32.4~~$50.2 million of distribution and shareholder servicing fees paid with respect to Class S and Class D investors, ~~$8.0~~$13.8 million of professional fees (including legal, rating agencies, audit, tax, valuation, technology and other professional fees related to management of the Company), and ~~$9.4~~$14.8 million of general and administrative expenses (including insurance, filing, research, and fees paid to our sub-administrator and transfer agent). The increase compared to the prior year was primarily driven by the costs attributable to increased subscriptions to our Class S shares as well as increased professional fees and ~~the~~other general & administrative fees driven, in part, by inflationary pressure driving increased ~~cost of servicing a larger investment portfolio.~~costs.

Income Taxes, Including Excise Taxes

We elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for and maintain qualification as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to eliminate any entity level corporate income tax, 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.

For the three months ended ~~June~~September 30, 2023 and 2022, the Company accrued ~~$5.7~~$9.7 million and ~~$0.2~~$0.0 million, respectively, of U.S. federal excise tax.

For the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, the Company accrued ~~$13.4~~$23.1 million and $0.3 million, respectively, of U.S. federal excise tax.

~~184~~191

Table of Contents

Net Unrealized Gain (Loss)

Net unrealized gain (loss) was comprised of the following (dollar amounts in thousands):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022
Net unrealized gain (loss) on investments	Net unrealized gain (loss) on investments	$	19,694	$	(875,893)	$	189,077	$	(949,007)	Net unrealized gain (loss) on investments	$	373,282	$	(139,266)	$	562,360	$	(1,088,272)
Net unrealized gain (loss) on derivative instruments	Net unrealized gain (loss) on derivative instruments	(3,026)		11,793		(14,966)		(1,669)		Net unrealized gain (loss) on derivative instruments	7,661		3,958		(7,305)		2,289
Net unrealized gain (loss) on foreign currency and other transactions	Net unrealized gain (loss) on foreign currency and other transactions	(4,523)		—		(5,783)		—		Net unrealized gain (loss) on foreign currency and other transactions	3,562		—		(2,220)		—
Net unrealized gain (loss)	Net unrealized gain (loss)	$	12,145	$	(864,100)	$	168,328	$	(950,676)	Net unrealized gain (loss)	$	384,505	$	(135,308)	$	552,835	$	(1,085,983)

For the three months ended ~~June~~September 30, 2023, we had net unrealized gains on investments of ~~$19.7~~$373.3 million, compared to net unrealized losses on investments of ~~$875.9 million for the same period in the prior year. The fair value of our debt investments as a percentage of principal remained flat at 96.6% as of March 31, 2023 and June 30, 2023.~~

For the three months ended June 30, 2023, we had net unrealized losses of $3.0 million and $4.5 million on foreign currency forward contracts and foreign currency transactions, respectively, primarily as a result of fluctuations in the GBP and SEK exchange rates vs. USD.

For the six months ended June 30, 2023, we had net unrealized gains on investments of $189.1 million, primarily driven by an increase in the fair value of our debt investments, compared to net unrealized losses on investments of $949.0$139.3 million for the same period in the prior year. The fair value of our debt investments as a percentage of principal increased by ~~0.3%,~~0.7% from ~~96.3% as of December 31, 2022 to~~ 96.6% as of June 30, 2023 to 97.3% as of September 30, 2023, driven by strong portfolio company fundamentals and changes in the economic outlook.

For the ~~six~~three months ended ~~June~~September 30, 2023, we had net unrealized ~~losses~~gains of ~~$15.0~~$7.7 million and ~~$5.8~~$3.6 million on foreign currency forward contracts and foreign currency transactions, respectively, primarily as a result of fluctuations in the GBP and DKK exchange rates vs. USD.

For the nine months ended September 30, 2023, we had net unrealized gains on investments of $562.4 million, primarily driven by an increase in the fair value of our debt investments, compared to net unrealized losses on investments of $1,088.3 million for the same period in the prior year. The fair value of our debt investments as a percentage of principal increased by 1.0%, from 96.3% as of December 31, 2022 to 97.3% as of September 30, 2023, driven by strong portfolio company fundamentals and changes in the economic outlook.

For the nine months ended September 30, 2023, we had net unrealized losses of $7.3 million and $2.2 million on foreign currency forward contracts and foreign currency transactions, respectively, primarily as a result of fluctuations in the SEK and NOK exchange rates vs. USD.

Net Realized Gain (Loss)

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022
Net realized gain (loss) on investments	Net realized gain (loss) on investments	$	(76,141)	$	(17,565)	$	(177,837)	$	(15,903)	Net realized gain (loss) on investments	$	(127,364)	$	(92,364)	$	(305,201)	$	(108,268)
Net realized gain (loss) on derivative instruments	Net realized gain (loss) on derivative instruments	(2,464)		—		2,306		—		Net realized gain (loss) on derivative instruments	2,704		—		5,010		—
Net realized gain (loss) on foreign currency and other transactions	Net realized gain (loss) on foreign currency and other transactions	(820)		3,634		3,423		4,587		Net realized gain (loss) on foreign currency and other transactions	(10,321)		(7,192)		(6,900)		(2,606)
Net realized gain (loss)	Net realized gain (loss)	$	(79,425)	$	(13,931)	$	(172,108)	$	(11,316)	Net realized gain (loss)	$	(134,981)	$	(99,556)	$	(307,091)	$	(110,874)

For the three and ~~six~~nine months ended ~~June~~September 30, 2023, we generated net realized losses on investments of ~~$76.1~~$127.4 million and ~~$177.8~~$305.2 million respectively, which was primarily from full or partial sales or restructures of our debt investments.

For the three and nine months ended ~~June~~September 30, 2023, we additionally incurred net realized losses of ~~$2.5~~$10.3 million ~~on derivative assets~~ and ~~derivative liabilities from the settlement of our foreign currency derivative transactions and net realized losses of $0.8~~$6.9 million respectively, on foreign currency ~~translations~~ and other ~~transactions.~~transactions primarily as a result of fluctuations in the EUR, CAD and GBP exchange rates vs. USD.

The net realized losses on investments and foreign currency and other transactions for the ~~six~~three and nine months ended ~~June~~September 30, 2023 were partially offset by net realized gains ~~of $2.3 million~~ on derivative assets and derivative liabilities ~~from~~of $2.7 million and $5.0 million respectively. Gains are a result of the settlement of our foreign currency derivative ~~transactions and net realized gains of $3.4 million on foreign currency translations primarily as a result of fluctuations in the GBP and NOK exchange rates vs. USD.~~transactions.

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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 and other investments, (ii) funding the costs of our operations (including fees paid to our Adviser and expense reimbursements paid to our Administrator), (iii) debt service, repayment and other financing costs of our borrowings, (iv) funding repurchases under our share repurchase program and (v) cash distributions to the holders of our shares.

As of ~~June~~September 30, 2023 and December 31, 2022, our debt consisted of asset based leverage facilities, revolving credit facility, unsecured note issuances, short term borrowings related to repurchase obligations and debt securitizations. We have and will continue to, from time to time, enter into additional credit facilities, increase the size of our existing credit facilities or issue additional debt securities, including debt securitizations, unsecured debt and other forms of debt. Any such incurrence or issuance may be from sources within the U.S. or from various foreign geographies or jurisdictions, and may be denominated in currencies other than the U.S. Dollar. Additionally, any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As of ~~June~~September 30, 2023 and December 31, 2022, we had an aggregate principal amount of ~~$24,359.9~~$23,366.5 million and $26,842.2 million, of debt securities outstanding and our asset coverage ratio was ~~197.7%~~211.9% and 184.5%, respectively.

Cash and cash equivalents as of ~~June~~September 30, 2023, taken together with our ~~$10,713.1~~$11,489.3 million of unused capacity under our credit facilities (subject to borrowing base ~~availability)~~availability, $9,771.7 million is available to borrow), proceeds from new or amended financing arrangements and the continuous offering of our Common Shares is expected to be sufficient for our investing activities and to conduct our operations in the near term. This determination is based in part on our expectations for the timing of funding investment purchases and the timing and amount of future proceeds from sales of our Common Shares and the use of existing and future financing arrangements. As of ~~June~~September 30, 2023, we had significant amounts payable and commitments for new investments, which we planned to fund using proceeds from offering our Common Shares and available borrowing capacity under our credit facilities. Additionally, we held ~~$5,453.3~~$5,175.6 million of Level 2 debt investments as of ~~June~~September 30, 2023, which could provide additional liquidity if necessary.

Although we have historically been able to obtain sufficient borrowing capacity, a deterioration in economic conditions or any other negative economic developments could restrict our access to financing in the future. We may not be able to find new financing for future investments or liquidity needs and, even if we are able to obtain such financing, such financing may not be on as favorable terms as we have previously obtained. These factors may limit our ability to make new investments and adversely impact our results of operations.

As of ~~June~~September 30, 2023, we had ~~$1,389.0~~$1,282.3 million in cash and cash equivalents. During the ~~six~~nine months ended ~~June~~September 30, 2023, cash provided by operating activities was ~~$2,927.2~~$3,086.9 million, primarily as a result of proceeds from repayments on and sale of investments of ~~$3,191.6~~$4,743.7 million and ~~an increase~~a decrease in receivables for investments sold of$411.4 million, partially offset by purchases of portfolio investments of $3,702.9 million as well as a decrease in payables for investments ~~purchases~~purchased of~~$217.4~~ $392.1 million ~~partially offset by funding portfolio investments of $1,677.8 million.~~. Cash used in financing activities was ~~$2,884.9~~$3,154.1 million during the period, primarily as a result of ~~$2,056.2~~$3,474.5 million of net repayments on debt and $3,258.6 million of share repurchases, ~~and $2,580.0 million of net borrowings,~~ partially offset by ~~$2,426.9~~$4,599.6 million of subscriptions.

~~186~~193

Table of Contents

Equity

The following table presents transactions in the Common Shares (dollars in thousands except share amounts):


		For the three months ended June 30, 2023				For the three months ended September 30, 2023
		Shares	Amount			Shares	Amount
CLASS I	CLASS I				CLASS I
Subscriptions	Subscriptions	40,025,888	$	991,563	Subscriptions	52,915,604	$	1,320,655
Share transfers between classes	Share transfers between classes	801,656	19,887		Share transfers between classes	706,080	17,624
Distributions reinvested	Distributions reinvested	7,486,630	185,625		Distributions reinvested	8,098,617	202,132
Share repurchases	Share repurchases	(43,026,051)	(1,069,628)		Share repurchases	(16,240,256)	(409,742)
Early repurchase deduction	Early repurchase deduction	—	21		Early repurchase deduction	—	29
Net increase (decrease)	Net increase (decrease)	5,288,123	$	127,468	Net increase (decrease)	45,480,045	$	1,130,698
CLASS S	CLASS S				CLASS S
Subscriptions	Subscriptions	21,551,333	$	534,160	Subscriptions	28,376,209	$	708,441
Share transfers between classes	Share transfers between classes	(338,831)	(8,406)		Share transfers between classes	(523,520)	(13,077)
Distributions reinvested	Distributions reinvested	3,241,102	80,362		Distributions reinvested	3,591,471	89,644
Share repurchases	Share repurchases	(5,289,207)	(131,490)		Share repurchases	(3,268,530)	(82,465)
Early repurchase deduction	Early repurchase deduction	—	30		Early repurchase deduction	—	17
Net increase (decrease)	Net increase (decrease)	19,164,397	$	474,656	Net increase (decrease)	28,175,630	$	702,560
CLASS D	CLASS D				CLASS D
Subscriptions	Subscriptions	810,907	$	20,071	Subscriptions	5,767,486	$	143,591
Share transfers between classes	Share transfers between classes	(462,803)	(11,481)		Share transfers between classes	(182,545)	(4,547)
Distributions reinvested	Distributions reinvested	28,518	707		Distributions reinvested	35,658	891
Share repurchases	Share repurchases	(134,805)	(3,351)		Share repurchases	—	—
Early repurchase deduction	Early repurchase deduction	—	—		Early repurchase deduction	—	—
Net increase (decrease)	Net increase (decrease)	241,817	$	5,946	Net increase (decrease)	5,620,599	$	139,935
Total net increase (decrease)	Total net increase (decrease)	24,694,337	$	608,070	Total net increase (decrease)	79,276,274	$	1,973,193

~~187~~194

Table of Contents

The following table presents transactions in the Common Shares (dollars in thousands except share amounts):


		For the six months ended June 30, 2023				For the nine months ended September 30, 2023
		Shares	Amount			Shares	Amount
CLASS I	CLASS I				CLASS I
Subscriptions	Subscriptions	58,996,813	$	1,461,821	Subscriptions	111,912,417	$	2,782,476
Share transfers between classes	Share transfers between classes	45,581,902	1,131,859		Share transfers between classes	46,287,982	1,149,483
Distributions reinvested	Distributions reinvested	14,358,610	355,737		Distributions reinvested	22,457,227	557,869
Share repurchases	Share repurchases	(73,344,305)	(1,820,611)		Share repurchases	(89,584,561)	(2,230,353)
Early repurchase deduction	Early repurchase deduction	—	78		Early repurchase deduction	—	107
Net increase (decrease)	Net increase (decrease)	45,593,020	$	1,128,884	Net increase (decrease)	91,073,065	$	2,259,582
CLASS S	CLASS S				CLASS S
Subscriptions	Subscriptions	36,034,142	$	892,824	Subscriptions	64,410,351	$	1,601,265
Share transfers between classes	Share transfers between classes	(1,706,270)	(42,140)		Share transfers between classes	(2,229,790)	(55,217)
Distributions reinvested	Distributions reinvested	6,294,698	155,962		Distributions reinvested	9,886,169	245,606
Share repurchases	Share repurchases	(10,609,545)	(263,275)		Share repurchases	(13,878,075)	(345,740)
Early repurchase deduction	Early repurchase deduction	—	169		Early repurchase deduction	—	186
Net increase (decrease)	Net increase (decrease)	30,013,025	$	743,540	Net increase (decrease)	58,188,655	$	1,446,100
CLASS D	CLASS D				CLASS D
Subscriptions	Subscriptions	2,922,621	$	72,284	Subscriptions	8,690,107	$	215,875
Share transfers between classes	Share transfers between classes	(43,876,202)	(1,089,719)		Share transfers between classes	(44,058,747)	(1,094,266)
Distributions reinvested	Distributions reinvested	634,300	15,705		Distributions reinvested	669,958	16,596
Share repurchases	Share repurchases	(557,743)	(13,827)		Share repurchases	(557,743)	(13,827)
Early repurchase deduction	Early repurchase deduction	—	11		Early repurchase deduction	—	11
Net increase (decrease)	Net increase (decrease)	(40,877,024)	$	(1,015,546)	Net increase (decrease)	(35,256,425)	$	(875,611)
Total net increase (decrease)	Total net increase (decrease)	34,729,021	$	856,878	Total net increase (decrease)	114,005,295	$	2,830,071

195

Table of Contents

Distributions and Distribution Reinvestment Plan

The following table presents the Company’s distributions declared and payable for the ~~six~~nine months ended ~~June~~September 30, 2023 (dollar amounts in thousands, except per share amounts):

Class I

Declaration Date

Record Date

Payment Date

Distribution Per Share

Distribution Amount

Declaration Date

Record Date

Payment Date

Distribution Per Share

Distribution Amount

January 25, 2023

January 31, 2023

February 24, 2023

0.2100

125,726

January 25, 2023

January 31, 2023

February 24, 2023

0.2100

125,726

February 24, 2023

February 28, 2023

March 29, 2023

0.2100

127,513

February 24, 2023

February 28, 2023

March 29, 2023

0.2100

127,513

March 23, 2023

March 31, 2023

April 28, 2023

0.2100

138,990

March 23, 2023

March 31, 2023

April 28, 2023

0.2100

138,990

April 19, 2023

April 30, 2023

May 26, 2023

0.2100

135,044

April 19, 2023

April 30, 2023

May 26, 2023

0.2100

135,044

May 17, 2023

May 31, 2023

June 27, 2023

0.2100

137,362

May 17, 2023

May 31, 2023

June 27, 2023

0.2100

137,362

June 20, 2023

June 30, 2023

July 27, 2023

0.2100

142,770

June 20, 2023

June 30, 2023

July 27, 2023

0.2100

142,770

July 19, 2023

July 31, 2023

August 28, 2023

0.2100

138,028

August 17, 2023

August 31, 2023

September 27, 2023

0.2200

148,342

September 20, 2023

September 30, 2023

October 27, 2023

0.2200

153,681

1.2600

807,405

1.9100

1,247,456

~~188~~

~~Table~~ of ~~Contents~~


			Class S
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
January 25, 2023	January 31, 2023	February 24, 2023	$	0.1926	$	55,316
February 24, 2023	February 28, 2023	March 29, 2023	0.1924		56,106
March 23, 2023	March 31, 2023	April 28, 2023	0.1924		57,471
April 19, 2023	April 30, 2023	May 26, 2023	0.1925		58,078
May 17, 2023	May 31, 2023	June 27, 2023	0.1924		59,351
June 20, 2023	June 30, 2023	July 27, 2023	0.1925		61,185
July 19, 2023	July 31, 2023	August 28, 2023	0.1924		62,065
August 17, 2023	August 31, 2023	September 27, 2023	0.2023		67,089
September 20, 2023	September 30, 2023	October 27, 2023	0.2023		69,591



			$	1.7518	$	546,252

Class D

Declaration Date

Record Date

Payment Date

Distribution Per Share

Distribution Amount

Declaration Date

Record Date

Payment Date

Distribution Per Share

Distribution Amount

January 25, 2023

January 31, 2023

February 24, 2023

0.2049

10,247

January 25, 2023

January 31, 2023

February 24, 2023

0.2049

10,247

February 24, 2023

February 28, 2023

March 29, 2023

0.2048

10,343

February 24, 2023

February 28, 2023

March 29, 2023

0.2048

10,343

March 23, 2023

March 31, 2023

April 28, 2023

0.2048

1,659

March 23, 2023

March 31, 2023

April 28, 2023

0.2048

1,659

April 19, 2023

April 30, 2023

May 26, 2023

0.2048

1,591

April 19, 2023

April 30, 2023

May 26, 2023

0.2048

1,591

May 17, 2023

May 31, 2023

June 27, 2023

0.2048

1,564

May 17, 2023

May 31, 2023

June 27, 2023

0.2048

1,564

June 20, 2023

June 30, 2023

July 27, 2023

0.2048

1,649

June 20, 2023

June 30, 2023

July 27, 2023

0.2048

1,649

July 19, 2023

July 31, 2023

August 28, 2023

0.2048

2,551

August 17, 2023

August 31, 2023

September 27, 2023

0.2148

2,635

September 20, 2023

September 30, 2023

October 27, 2023

0.2148

2,908

1.2289

27,053

1.8633

35,147

With respect to distributions, we have adopted an “opt out” distribution 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 distribution 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.

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

Share Repurchase Program

The Company has implemented a share repurchase program under which, at the discretion of the Board, 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. For the avoidance of doubt, such target amount is assessed each calendar quarter. The Board may amend or suspend the share repurchase program at any time (including to offer to purchase fewer shares) 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, or may only be available in an amount less than 5% of our Common Shares outstanding. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. Additionally, pursuant to Rule 23c-1(a)(10) under the 1940 Act, the Company may also repurchase its outstanding Common Shares outside of the share repurchase program. 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 have not been outstanding for at least one year will be repurchased at Early Repurchase Deduction. The one-year holding period will be satisfied if at least one year has elapsed from (a) the issuance date of the applicable Common Shares to (b) the subscription date immediately following the valuation date used in the repurchase of such Common Shares. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder; in the event that a shareholder’s shares are repurchased because the shareholder has failed to maintain the $500 minimum account balance; due to trade or operational error; and repurchases of shares submitted by discretionary model portfolio management programs (and similar arrangements) as approved by the Company. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.

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During the three months ended ~~June~~September 30, 2023, approximately ~~48,450,063~~19,508,786 shares were repurchased for a total value of ~~$1,204.4~~$492.2 million (net of Early Repurchase Deduction). During the ~~six~~nine months ended ~~June~~September 30, 2023, approximately ~~84,511,593~~104,020,379 shares were repurchased for a total value of ~~$2,097.5~~$2,589.6 million (net of Early Repurchase Deduction).

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

Borrowings

As of ~~June~~September 30, 2023 and December 31, 2022, we had an aggregate principal amount of ~~$24,359.9~~$23,366.5 million and $26,842.2 million, respectively, of debt outstanding.

For additional information on our debt obligations see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 7. Borrowings”.

Off-Balance Sheet Arrangements

Portfolio Company Commitments

Our investment portfolio contains and is expected to continue to contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of ~~June~~September 30, 2023 and December 31, 2022, we had unfunded delayed draw term loans and revolvers with an aggregate principal amount of ~~$5,476.7~~$5,746.6 million and $6,343.1 million, respectively.

Additionally, from time to time, the Adviser and its affiliates may commit to an investment on behalf of the investment vehicles it manages, including the Company. Certain terms of these investments are not finalized at the time of the commitment and each respective investment ~~vehicles’~~vehicle’s allocation may change prior to the date of funding. In this regard, as of ~~June~~September 30, 2023 and December 31, 2022, the Company estimates that it had ~~$248.6~~$430.1 million and $1,219.5 million, respectively, of investments that ~~are~~were committed but not yet funded.

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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 ~~June~~September 30, 2023, management is not aware of any material pending ~~or threatened litigation.~~legal proceedings.

Related-Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the following:

•the Investment Advisory Agreement;

•the Administration Agreement;

•the Intermediary Manager Agreement; and.

•the Expense Support and Conditional Reimbursement Agreement.

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

Recent Developments

Macroeconomic Environment

The ~~six~~nine months ended ~~June~~September 30, 2023, have been characterized by continued volatility in global markets, driven by investor concerns over inflation, rising interest rates, slowing economic growth, political and regulatory uncertainty and geopolitical ~~conditions. Recent events affecting financial institutions have also contributed to volatility~~conditions, including the war in ~~global markets~~Ukraine and

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~~diminished liquidity~~ Russia and ~~credit availability~~the escalated conflict in the ~~market broadly.~~Middle East. Significant market dislocation, particularly in the financial sector, could limit the liquidity of certain assets traded in the credit markets, and this could impact our ability to sell such assets at attractive prices or in a timely manner. In addition, a full or partial shutdown of the U.S. government may cause disruptions or instability in capital markets.

Continued inflation has prompted central banks, including the U.S. Federal Reserve, to take monetary policy tightening actions, including raising interest rates in order to control inflation, which has created further uncertainty for the economy and for our borrowers. Although our business model is such that rising interest rates will, all else being equal, correlate to increases in our net income, increases in interest rates may adversely affect our existing borrowers and lead to nonperformance. Additionally, rising rates and increasing costs may dampen consumer spending and slow corporate profit growth, which may negatively impact our portfolio companies as they may be susceptible to economic downturns or recessions and may be unable to repay our loans during these periods. Therefore, during these periods our non-performing assets may increase and the value of our portfolio may decrease if we are required to write down the values of our investments. Adverse economic conditions may also decrease the value of collateral securing some of our loans and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing investments and harm our operating results. It remains difficult to predict the full impact of recent changes and any future changes in interest rates or inflation.

Banking Sector Conditions

Recent bank closures in the United States have caused uncertainty for financial services companies and fear of instability in the global financial system generally. In addition, certain financial institutions—in particular smaller and/or regional banks—have experienced volatile stock prices and significant losses in their equity value, and there is concern that depositors at these institutions have withdrawn, or may withdraw in the future, significant sums from their accounts at these institutions. Notwithstanding intervention by U.S. governmental agencies to protect the uninsured depositors of banks that have recently closed, there is no guarantee that the uninsured depositors of a financial institution that closes (which depositors could include the Company and/or its portfolio companies) will be made whole or, even if made whole, that such deposits will become available for withdrawal in short order. There is a risk that other banks, or other financial institutions, may be similarly

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impacted, and it is uncertain what steps (if any) regulators may take in such circumstances or what other economic or other impacts there may be. In addition, uncertainty caused by recent bank failures—and general concern regarding the financial health and outlook for other financial institutions—could have an overall negative effect on banking systems and financial markets generally. These recent developments may also have other implications for broader economic and monetary policy, including interest rate policy. For the foregoing reasons, there can be no assurances that conditions in the banking sector and in global financial markets will not worsen and/or adversely affect the Company, its portfolio companies or their respective financial performance.

Reference Rate Reform

LIBOR and certain other floating rate benchmark indices have been the subject of recent national, international and regulatory guidance and proposals for reform or replacement. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee composed of large U.S. financial institutions, has identified SOFR, an index calculated using short-term repurchase agreements backed by U.S. Treasury securities, as its preferred alternative rate for USD LIBOR. The publication of USD LIBOR continued until June 30, 2023 and market participants ~~are~~have generally ~~expected to transition~~transitioned to SOFR thereafter. Additionally, market participants have transitioned from GBP LIBOR to the Sterling Overnight Index Average, or SONIA, in line with guidance from the U.K. regulators.

Critical Accounting Estimates

The preparation of the condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ.

Our critical accounting estimates, including those relating to the valuation of our investment portfolio, are described in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 17, 2023, and elsewhere in our filings with the SEC. There have been no material changes in our critical accounting policies and practices.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Uncertainty with respect to the economic conditions has introduced significant volatility in the financial markets, and the effect of the volatility could materially impact our market risks. We are subject to financial market risks, including valuation risk, interest rate risk and inflation risk. Our exposure to market risk has not materially changed from what was previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, and summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q was made under the supervision and with the participation of our management, including our Co-Chief Executive Officers and Chief Financial Officer. Based upon this evaluation, our Co-Chief Executive Officers and Chief Financial Officer have concluded that our disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Co-Chief Executive ~~Officer~~Officers and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(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 ~~June~~September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently subject to any material legal proceedings. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.

Item 1A. Risk Factors.

There have been no material changes to the risk factors discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities.

Refer to our Current Reports on Form 8-K filed with SEC on ~~April~~July 20, 2023, ~~May~~August 18, 2023 and ~~June~~September 21, 2023 for information about unregistered sales of our equity securities during the quarter.

The following table sets forth information regarding repurchases of shares of our common stock during the quarter ended ~~June~~September 30, 2023:

Repurchase deadline request Total Number of Shares
Repurchased
(all classes) Percentage of
Outstanding Shares
Repurchased (1) Price Paid Per Share Repurchase
Pricing Date Amount
Repurchased (all classes)(3) Maximum number of shares that may yet be purchased under the repurchase plan (2)
February 28, 2023 36,061,530 3.91 % $ 24.77 March 31, 2023 $ 893,037 —
May 31, 2023 48,450,063 5.20 % $ 24.86 June 30, 2023 $ 1,204,418 —


Repurchase deadline request	Total Number of Shares Repurchased (all classes)	Percentage of Outstanding Shares Repurchased (1)		Price Paid Per Share		Repurchase Pricing Date	Amount Repurchased (all classes)(3)		Maximum number of shares that may yet be purchased under the repurchase plan (2)
August, 31, 2023	19,508,786	2.04	%	$	25.23	September 30, 2023	$	492,161	—

(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

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Section 13(r) Disclosure

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, we hereby incorporate by reference herein Exhibit 99.1 of this report, which includes disclosures ~~provided~~regarding activities at Mundys S.p.A., which may be, or may have been at the time considered to ~~us by Mundys S.p.A.~~be, an affiliate of Blackstone and, therefore, our affiliate.

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Item 6. Exhibits.


Exhibit Number						Description of Exhibits

3.1						Fourth Amended and Restated Declaration of Trust of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on August 3, 2023).

3.2						Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on June 29, 2021).

~~10.1~~						First Amendment and Extension Agreement to the Amended and Restated Senior Secured Credit Agreement dated June 9, 2023, by and among the Company, each of the Lenders from time to time party thereto and Citibank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 13, 2023).

~~10.2~~						Amended and Restated Senior Secured Credit Agreement dated June 9, 2023, by and among the Company, each of the Lenders from time to time party thereto and Citibank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on June 13, 2023).

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

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

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

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

32.2						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (furnished herewith)

32.3						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (furnished herewith)

99.1						Section 13(r) Disclosure.*

101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document*

101.SCH						Inline XBRL Taxonomy Extension Schema Document*

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document*

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Filed herewith.

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The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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SIGNATURES

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


		Blackstone Private Credit Fund


Date:	~~August 11,~~November 13, 2023	/s/ Brad Marshall
		Brad Marshall
		Co-Chief Executive Officer

Date:	~~August 11,~~November 13, 2023	/s/ Jonathan Bock
		Jonathan Bock
		Co-Chief Executive Officer

Date:	~~August 11,~~November 13, 2023	/s/ Teddy Desloge
		Teddy Desloge
		Chief Financial Officer

~~196~~202


	As of and for the three months ended June 30,
	2023			2022
Investments:
Total investments, beginning of period	$	48,711,985		$	37,776,621
New investments purchased	897,969			10,008,896
Payment-in-kind interest capitalized	52,680			36,605
Net accretion of discount on investments	42,697			33,540
Net realized gain (loss) on investments	(76,141)			(17,565)
Investments sold or repaid	(1,202,947)			(697,070)
Total investments, end of period	$	48,426,243		$	47,141,027
Amount of investments funded at principal:
First lien debt investments	$	871,878		$	9,431,428
Second lien debt investments	40,000			350,389
Unsecured debt	—			—
Structured finance investments	—			68,875
Equity investments and Investments in Joint Ventures (4)	—			220,828
Total	$	911,878		$	10,071,520
Proceeds from investments sold or repaid:
First lien debt investments	$	(1,166,370)		$	(686,300)
Second lien debt investments	(35,750)			(1,770)
Unsecured debt	—			—
Structured finance investments	—			—
Equity investments and Investments in Joint Ventures	(827)			(9,000)
Total	$	(1,202,947)		$	(697,070)

	June 30, 2023			December 31, 2022
Number of portfolio companies	511			532
Weighted average yield on debt and income producing investments, at cost (1)(2)	11.50		%	10.37		%
Weighted average yield on debt and income producing investments, at fair value (1)(2)	11.69		%	10.59		%
Average loan to value (LTV) (3)	42.5		%	43.6		%
Percentage of debt investments bearing a floating rate, at fair value	99.9		%	99.8		%
Percentage of debt investments bearing a fixed rate, at fair value	0.1		%	0.2		%
Percentage of assets on non-accrual (5)	0.3		%	0.1		%